EXHIBIT 4.1
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DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
Depositor
Midland Loan Services, Inc.,
Midland Master Servicer
Wachovia Bank, National Association,
Wachovia Master Servicer
Collectively, the Master Servicers
LNR PARTNERS, INC.,
Special Servicer
and
WELLS FARGO BANK, N.A.,
Trustee and Paying Agent
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POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2006
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CD 2006-CD2
Commercial Mortgage Pass-Through Certificates
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Certain Calculations.........................................
Section 1.03 Certain Constructions........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans; Assignment of Mortgage Loan
Purchase Agreements.........................................
Section 2.02 Acceptance by Custodian and the Trustee......................
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Mortgage Loans....
Section 2.04 Representations, Warranties and Covenants of each Master
Servicer, Special Servicer and Trustee......................
Section 2.05 Execution and Delivery of Certificates; Issuance of
Villas Parkmerced Loan REMIC Regular Interests and
Lower-Tier Regular Interests................................
Section 2.06 Miscellaneous REMIC and Grantor Trust Provisions.............
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Each Master Servicer to Act as a Master Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans and the Serviced Companion Loans.........
Section 3.02 Liability of each Master Servicer............................
Section 3.03 Collection of Mortgage Loan and Serviced Companion Loan
Payments....................................................
Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.05 Collection Account; Excess Liquidation Proceeds Account;
Distribution Accounts; Interest Reserve Account and
Serviced Whole Loan Collection Accounts.....................
Section 3.06 Permitted Withdrawals from the Collection Account, the
Distribution Accounts and the Serviced Whole Loan
Collection Accounts; Trust Ledger...........................
Section 3.07 Investment of Funds in the Applicable Collection Account,
the Serviced Whole Loan Collection Accounts, REO
Account, the Lock-Box Accounts, the Cash Collateral
Accounts and the Reserve Accounts...........................
Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage.............................
Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions...........................
Section 3.10 Appraisals; Realization Upon Defaulted Mortgage Loans........
Section 3.11 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.12 Servicing Fees, Trustee Fees and Special Servicing
Compensation................................................
Section 3.13 Reports to the Trustee; Collection Account Statements........
Section 3.14 [Reserved]...................................................
Section 3.15 [Reserved]...................................................
Section 3.16 Access to Certain Documentation..............................
Section 3.17 Title and Management of REO Properties and REO Accounts......
Section 3.18 Sale of Specially Serviced Loans and REO Properties..........
Section 3.19 Additional Obligations of Each Master Servicer and
Special Servicer; Inspections...............................
Section 3.20 Authenticating Agent.........................................
Section 3.21 Appointment of Custodians....................................
Section 3.22 [Reserved]...................................................
Section 3.23 Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts...............................
Section 3.24 Property Advances............................................
Section 3.25 Appointment of Special Servicer..............................
Section 3.26 Transfer of Servicing Between Each Master Servicer and
the Special Servicer; Record Keeping; Asset Status Report...
Section 3.27 [Reserved]...................................................
Section 3.28 Limitations on and Authorizations of the Applicable
Master Servicer and Special Servicer with Respect to
Certain Mortgage Loans......................................
Section 3.29 Certain Rights and Obligations of the Special Servicer.......
Section 3.30 Modification, Waiver, Amendment and Consents.................
Section 3.31 Rights of Holders of the Villas Parkmerced Whole Loan;
Rights of the Holders of the Class VPM Certificates.........
Section 3.32 Certain Intercreditor Matters Relating to the Whole Loans....
Section 3.33 [Reserved]...................................................
Section 3.34 Rights of Holders of the Arrowhead Shopping Center Whole
Loan........................................................
Section 3.35 Litigation Control...........................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01 Distributions................................................
Section 4.01A Distributions on the Class VPM Certificates..................
Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.......
Section 4.03 Compliance with Withholding Requirements.....................
Section 4.04 REMIC Compliance.............................................
Section 4.05 Imposition of Tax on the Trust Fund..........................
Section 4.06 Remittances..................................................
Section 4.07 P&I Advances.................................................
Section 4.08 Grantor Trust Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration, Transfer and Exchange of Certificates..........
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Appointment of Paying Agent..................................
Section 5.05 Access to Certificateholders' Names and Addresses............
Section 5.06 Actions of Certificateholders................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Master Servicers and the
Special Servicer............................................
Section 6.02 Merger or Consolidation of either Master Servicer............
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicers and Others........................................
Section 6.04 Limitation on Resignation of either Master Servicer and
the Special Servicer; Termination of either Master
Servicer and the Special Servicer...........................
Section 6.05 Rights of the Depositor and the Trustee in Respect of
each Master Servicer and the Special Servicer...............
Section 6.06 The Master Servicers or Special Servicer as Owners of a
Certificate.................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Trustee to Act; Appointment of Successor.....................
Section 7.03 Notification to Certificateholders and Other Persons.........
Section 7.04 Other Remedies of Trustee....................................
Section 7.05 Waiver of Past Events of Default; Termination................
Section 7.06 Trustee as Maker of Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee............................................
Section 8.02 Certain Matters Affecting the Trustee........................
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.04 Trustee May Own Certificates.................................
Section 8.05 Payment of Trustee's Fees and Expenses; Indemnification......
Section 8.06 Eligibility Requirements for Trustee.........................
Section 8.07 Resignation and Removal of the Trustee.......................
Section 8.08 Successor Trustee............................................
Section 8.09 Merger or Consolidation of Trustee...........................
Section 8.10 Appointment of Co-Trustee or Separate Trustee................
ARTICLE IX
TERMINATION
Section 9.01 Termination..................................................
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01 Intent of the Parties; Reasonableness........................
Section 10.02 [Reserved]...................................................
Section 10.03 Information to be Provided by each Master Servicer and
the Special Servicer........................................
Section 10.04 Information to be Provided by the Trustee....................
Section 10.05 Filing Obligations...........................................
Section 10.06 Form 10-D Filings............................................
Section 10.07 Form 10-K Filings............................................
Section 10.08 Sarbanes-Oxley Certification.................................
Section 10.09 Form 8-K Filings.............................................
Section 10.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports..........................
Section 10.11 Annual Compliance Statements.................................
Section 10.12 Annual Reports on Assessment of Compliance with Servicing
Criteria....................................................
Section 10.13 Annual Independent Public Accountants' Servicing Report......
Section 10.14 Exchange Act Reporting Indemnification.......................
Section 10.15 Amendments...................................................
Section 10.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods.............................
Section 10.17 Termination of the Trustee...................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Counterparts.................................................
Section 11.02 Limitation on Rights of Certificateholders...................
Section 11.03 Governing Law................................................
Section 11.04 Notices......................................................
Section 11.05 Severability of Provisions...................................
Section 11.06 Notice to the Depositor and Each Rating Agency...............
Section 11.07 Amendment....................................................
Section 11.08 Confirmation of Intent.......................................
Section 11.09 No Intended Third-Party Beneficiaries........................
Section 11.10 [Reserved]...................................................
Section 11.11 Entire Agreement.............................................
Section 11.12 Third Party Beneficiaries....................................
TABLE OF 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-3 Certificate
Exhibit A-4 Form of Class A-AB Certificate
Exhibit A-5 Form of Class A-4 Certificate
Exhibit A-6 Form of Class A-1A Certificate
Exhibit A-7 Form of Class A-1B Certificate
Exhibit A-8 Form of Class X Certificate
Exhibit A-9 Form of Class A-M Certificate
Exhibit A-10 Form of Class A-J Certificate
Exhibit A-11 Form of Class B Certificate
Exhibit A-12 Form of Class C Certificate
Exhibit A-13 Form of Class D Certificate
Exhibit A-14 Form of Class E Certificate
Exhibit A-15 Form of Class F Certificate
Exhibit A-16 Form of Class G Certificate
Exhibit A-17 Form of Class H Certificate
Exhibit A-18 Form of Class J Certificate
Exhibit A-19 Form of Class K Certificate
Exhibit A-20 Form of Class L Certificate
Exhibit A-21 Form of Class M Certificate
Exhibit A-22 Form of Class N Certificate
Exhibit A-23 Form of Class O Certificate
Exhibit A-24 Form of Class P Certificate
Exhibit A-25 Form of Class Q Certificate
Exhibit A-26 Form of Class VPM-1 Certificate
Exhibit A-27 Form of Class VPM-2 Certificate
Exhibit A-28 Form of Class VPM-3 Certificate
Exhibit A-29 Form of Class VPM-4 Certificate
Exhibit A-30 Form of Class S Certificate
Exhibit A-31 Form of Class R Certificate
Exhibit A-32 Form of Class LR Certificate
Exhibit B-1 Mortgage Loan Schedule
Exhibit B-2 Servicing Fee Rate Schedule
Exhibit C-1 Form of Transferee Affidavit
Exhibit C-2 Form of Transferor Letter
Exhibit D-1 Form of Investment Representation Letter
Exhibit D-2 Form of ERISA Representation Letter
Exhibit E Form of Request for Release
Exhibit F Securities Legend
Exhibit G Form of Regulation S Transfer Certificate
Exhibit H Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global Certificate
during the Restricted Period
Exhibit I Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global Certificate
after the Restricted Period
Exhibit J Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K Form of Distribution Date Statement
Exhibit L Form of Investor Certification
Exhibit M Form of Sub-Servicer Backup Certification
Exhibit N Form of Purchase Option Notice
Exhibit O Form of Trustee Backup Certification
Exhibit P Form of Servicer Backup Certification
Exhibit Q Form of Special Servicer Backup Certification
Exhibit R Form of Notification from Custodian
Exhibit S-1 Form of Closing Date Trustee Certification
Exhibit S-2 Form of Post-Closing Trustee Certification
Exhibit T Form of Notice to the Trustee and S&P from the Master Servicer
Regarding Defeasance of a Mortgage Loan
Exhibit U Information Request Form
Exhibit V Additional Disclosure Notification
Exhibit W Loan Seller Sub-Servicers
Exhibit X Loans with earnout/holdback provisions
Exhibit Y Form of Depositor Certification
TABLE OF SCHEDULES
Schedule I Class A-AB Planned Principal Balance Schedule
Schedule II Servicing Criteria to be Addressed in Assessment of Compliance
Schedule III Additional Form 10-D Disclosure
Schedule IV Additional Form 10-K Disclosure
Schedule V Form 8-K Disclosure Information
Pooling and Servicing Agreement, dated as of March 1, 2006, among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, Inc., as the master servicer with respect to all of the Mortgage Loans
other than the Mortgage Loans sold to the Depositor by Citigroup Global Markets
Realty Corp. (the "Midland Master Servicer"), Wachovia Bank, National
Association, as the master servicer with respect to all of the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Master Servicer" and collectively, with the Midland Master Servicer, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Wells Fargo Bank, N.A., as Trustee and Paying Agent.
PRELIMINARY STATEMENT:
(Terms used but not defined in this Preliminary Statement shall have
the meanings specified in Article I hereof)
The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple Classes which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund consisting primarily of the
Mortgage Loans.
The segregated pool of assets consisting of the Villas Parkmerced
Mortgage Loan and certain other related assets subject to this Agreement will be
designated as the "Villas Parkmerced Loan REMIC." The Villas Parkmerced Loan
REMIC Pooled Regular Interest and the Class VPM-1-NP, Class VPM-2-NP, Class
VPM-3-NP and Class VPM-4-NP Regular Interests will be the "regular interests" in
the Villas Parkmerced Loan REMIC, will not be certificated and will be held by
Lower-Tier REMIC. The Class LR Certificates will represent the sole class of
"residual interests" in the Villas Parkmerced Loan REMIC.
The Lower-Tier REMIC will hold the Mortgage Loans (other than the
Villas Parkmerced Mortgage Loan) (exclusive of any Excess Interest), the Villas
Parkmerced Loan REMIC Pooled Regular Interest, the Class VPM-1-NP Regular
Interest, Class VPM-2-NP Regular Interest, Class VPM-3-NP Regular Interest and
Class VPM-4-NP Regular Interest and certain other related assets subject to this
Agreement, and will issue (i) the uncertificated Class A-1L Interest, Class A-2L
Interest, Class A-3L Interest, Class A-ABL Interest, Class A-4L Interest, Class
A-1AL Interest, Class A-1BL Interest, Class A-ML Interest, Class A-JL Interest,
Class B-L Interest, Class C-L Interest, Class D-L Interest, Class E-L Interest,
Class F-L Interest, Class G-L Interest, Class H-L Interest, Class J-L Interest,
Class K-L Interest, Class L-L Interest, Class M-L Interest, Class N-L Interest,
Class O-L Interest, Class P-L Interest, Class Q-L Interest, Class VPM-1-L
Interest, Class VPM-2-L Interest, Class VPM-3-L Interest and Class VPM-4-L
Interest (the "Lower-Tier Regular Interests"), as classes of regular interests
in the Lower-Tier REMIC, and (ii) the sole class of residual interests in the
Lower-Tier REMIC, which will be represented by the Class LR Certificates.
The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and
certain other related assets subject to this Agreement and will issue the
following Classes: the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3 and Class
VPM-4 Certificates (the "Regular Certificates"), which are designated as classes
of regular interests, and the Class R Certificates, which are designated as the
sole class of residual interests, in the Upper-Tier REMIC.
The ownership interest in the Villas Parkmerced Mortgage Loan, as
part of the Villas Parkmerced Loan REMIC related to the Villas Parkmerced
Mortgage Loan, will be split into a senior undivided ownership interest in the
portion of the Villas Parkmerced Loan REMIC (the "Villas Parkmerced Pooled Trust
Component") and four subordinate undivided ownership interests in the portion of
the Villas Parkmerced Loan REMIC related to the Villas Parkmerced Loan
(collectively, the "Villas Parkmerced Non-Pooled Trust Component" and together
with the Villas Parkmerced Pooled Trust Component, the "Villas Parkmerced Loan
Components").
The following table sets forth certain information regarding the
Villas Parkmerced Mortgage Loan and the related Villas Parkmerced Loan
Components:
Original Component
Corresponding Villas Principal Balance/ Component
Corresponding Parkmerced Original Villas Loan Corresponding
Villas Parkmerced Loan REMIC Parkmerced Loan REMIC Remittance Lower-Tier REMIC Related Class
Loan Component Regular Interest Principal Balance* Rate** Regular Interest of Certificates
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Villas Parkmerced
Pooled Trust Component Class VPM-P Interest $300,000,000 5.6480% N/A N/A
Villas Parkmerced Non-
Pooled Trust Component Class VPM-1-NP Interest $10,300,000 5.6480% Class VPM-1-L Interest Class VPM-1
Villas Parkmerced Non-
Pooled Trust Component Class VPM-2-NP Interest $18,200,000 5.6480% Class VPM-2-L Interest Class VPM-2
Villas Parkmerced Non-
Pooled Trust Component Class VPM-3-NP Interest $2,700,000 5.6480% Class VPM-3-L Interest Class VPM-3
Villas Parkmerced Non-
Pooled Trust Component Class VPM-4-NP Interest $18,800,000 5.6480% Class VPM-4-L Interest Class VPM-4
* The Villas Parkmerced Non-Pooled Trust Component has an aggregate
Component Principal Balance of $50,000,000.
** Represents the Net Mortgage Rate per annum at which interest will accrue
on the Villas Parkmerced Loan Components based on the actual number of
days elapsed and a 360-day year.
The portion of the Trust Fund consisting of the Excess Interest and
proceeds thereof in the Grantor Trust Distribution Account will be treated as a
grantor trust (the "Grantor Trust") for federal income tax purposes. The Class S
Certificates will represent undivided beneficial interests in the Excess
Interest and proceeds thereof.
The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 1 on the Mortgage Loan Schedule (the "Villas Parkmerced Mortgage
Loan"), also secures seven separate mortgage loans to the same Borrower
(referred to herein as the "Villas Parkmerced B Loans" or the "Villas Parkmerced
Companion Loans" and together with the Villas Parkmerced Mortgage Loan, the
"Villas Parkmerced Whole Loan") which are subordinate to the Villas Parkmerced
Mortgage Loan. The Villas Parkmerced Whole Loan will be serviced pursuant to
this Agreement and the Villas Parkmerced Co-Lender Agreement, as and to the
extent provided herein. Amounts attributable to the Serviced Companion Loan will
not be assets of the Trust Fund or the Trust REMICs and will be beneficially
owned by the related Serviced Companion Loan Noteholder.
The Mortgaged Property that secures the Mortgage Loan identified as
Loan No. 182 on the Mortgage Loan Schedule, (the "Arrowhead Shopping Center
Mortgage Loan") also secures one separate mortgage loan to the related Borrower
(the "Arrowhead Shopping Center B Loan" or the "Arrowhead Shopping Center
Companion Loan" and together with the Arrowhead Shopping Center Mortgage Loan,
the "Arrowhead Shopping Center Whole Loan") which is subordinate to the
Arrowhead Shopping Center Mortgage Loan. The Arrowhead Shopping Center Whole
Loan will be serviced pursuant to this Agreement and the Arrowhead Shopping
Center Intercreditor Agreement, as and to the extent provided herein and
therein. Amounts attributable to the Serviced Companion Loan will not be assets
of the Trust Fund or the Trust REMICs and will be beneficially owned by the
related Serviced Companion Loan Noteholder.
The following table sets forth the Class designation, the
corresponding Lower-Tier Regular Interests (the "Corresponding Lower-Tier
Regular Interests") and the aggregate initial Certificate Balance (or, with
respect to the Class X Certificates, Notional Balance) for each Class of
Certificates comprising interests in the Upper-Tier REMIC.
Corresponding Original
Certificate Lower-Tier Lower-Tier
Corresponding Balance or Regular Principal
Certificates Notional Balance Interest(s) Balance
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Class A-1..... $72,000,000 A-1L $72,000,000
Class A-2..... $239,000,000 A-2L $239,000,000
Class A-3..... $53,000,000 A-3L $53,000,000
Class A-AB.... $111,000,000 A-ABL $111,000,000
Class A-4..... $839,906,000 A-4L $839,906,000
Class A-1A.... $308,000,000 A-1AL $308,000,000
Class A-1B.... $518,636,000 A-1BL $518,636,000
Class X....... $3,059,345,770(1) N/A N/A
Class A-M..... $305,934,000 A-ML $305,934,000
Class A-J..... $217,979,000 A-JL $217,979,000
Class B....... $22,945,000 B-L $22,945,000
Class C....... $34,417,000 C-L $34,417,000
Class D....... $38,242,000 D-L $38,242,000
Class E....... $49,714,000 E-L $49,714,000
Class F....... $42,066,000 F-L $42,066,000
Class G....... $38,242,000 G-L $38,242,000
Class H....... $34,418,000 H-L $34,418,000
Class J....... $34,418,000 J-L $34,418,000
Class K....... $15,296,000 K-L $15,296,000
Class L....... $11,473,000 L-L $11,473,000
Class M....... $11,472,000 M-L $11,472,000
Class N....... $7,649,000 N-L $7,649,000
Class O....... $7,648,000 O-L $7,648,000
Class P....... $7,648,000 P-L $7,648,000
Class Q....... 38,242,770 Q-L 38,242,770
Class VPM-1... $10,300,000 VPM-1-L $10,300,000
Class VPM-2... $18,200,000 VPM-2-L $18,200,000
Class VPM-3... $2,700,000 VPM-3-L $2,700,000
Class VPM-4... $18,800,000 VPM-4-L $18,800,000
Class S....... N/A N/A N/A
Class R....... N/A N/A N/A
Class LR...... N/A N/A N/A
(1) The initial Notional Balance of the Class X Certificates is equal to the
aggregate of the Lower-Tier Principal Balances of the Lower-Tier Regular
Interests.
The initial Certificate Balance of each of the Class R and Class LR
Certificates is zero. Additionally, the Class R and Class LR Certificates do not
have a Notional Balance. The Certificate Balance of any Class of Certificates
outstanding at any time represents the maximum amount which holders thereof are
entitled to receive as distributions allocable to principal from the cash flow
on the Mortgage Loans and the other assets in the Trust Fund; provided, however,
that in the event that amounts previously allocated as Realized Losses to a
Class of Certificates in reduction of the Certificate Balance thereof are
subsequently recovered (including without limitation after the reduction of the
Certificate Balance of such Class to zero), such Class may receive distributions
in respect of such recoveries in accordance with the priorities set forth in
Section 4.01.
As of the Cut-off Date, the Mortgage Loans (excluding the Villas
Parkmerced Non-Pooled Trust Component) have an aggregate Stated Principal
Balance equal to approximately $3,059,345,771. As of the Cut-off Date the Villas
Parkmerced Non-Pooled Trust Component has a principal balance of $50,000,000.
In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, the Special Servicer, the Trustee and the other
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.
"10-K Filing Deadline": As defined in Section 10.7.
"Act": The Securities Act of 1933, as it may be amended from time to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule and any related Serviced Companion Loan.
"Additional Form 10-D Disclosure": As defined in Section 10.6.
"Additional Form 10-K Disclosure": As defined in Section 10.7.
"Additional Servicer": Each Affiliate of the Master Servicers, the
Special Servicer, the Trustee, the Mortgage Loan Sellers or the Underwriters,
that Services any of the Mortgage Loans, and each Person, other than the Special
Servicer, who is not an Affiliate of the Master Servicers, the Trustee, the
Mortgage Loan Sellers or the Underwriters, who Services 10% or more of the
Mortgage Loans (based on their Stated Principal Balance).
"Additional Trust Fund Expense": Any expense incurred with respect
to the Trust Fund and not otherwise included in the calculation of a Realized
Loss that would result in the Holders of Regular Certificates receiving less
than the full amount of principal and/or the Interest Accrual Amount to which
they are entitled on any Distribution Date.
"Advance": Any P&I Advance or Property Advance.
"Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for which the applicable
Master Servicer, the Special Servicer or the Trustee, as applicable, has not
been reimbursed and on Servicing Fees, Trustee Fees or Special Servicing
Compensation for which such Master Servicer, the Trustee or the Special
Servicer, as applicable, has not been timely paid or reimbursed for the number
of days from the date on which such Advance was made or such Servicing Fees,
Trustee Fees or Special Servicing Compensation were due to the date of payment
or reimbursement of the related Advance or other such amount, less any amount of
interest previously paid on such Advance or Servicing Fees, Trustee Fees or
Special Servicing Compensation; provided, that if, during any Collection Period
in which an Advance was made, the related Borrower makes payment of an amount in
respect of which such Advance was made with interest at the Default Rate, the
Advance Interest Amount payable to the applicable Master Servicer, the Special
Servicer or the Trustee shall be paid first, from the amount of Default Interest
on the related Mortgage Loan by such Borrower, second, from late payment fees on
the related Mortgage Loan by the related Borrower, and third, upon determining
in good faith that such Advance Interest Amount is not recoverable from the
amounts described in first or second, from other amounts on deposit in the
Collection Account-Midland or Collection Account-Wachovia, as applicable, and if
such funds are insufficient for such reimbursement then from the other Master
Servicer's respective Collection Account.
"Advance Rate": A per annum rate equal to the Prime Rate (as most
recently published in the "Money Rates" section of The Wall Street Journal, New
York edition, from time to time). Interest at the Advance Rate will accrue from
(and including) the date on which the related Advance is made or the related
expense incurred to (but excluding) the date on which such amounts are recovered
out of amounts received on the Mortgage Loan as to which such Advances were made
or servicing expenses incurred or the first Servicer Remittance Date after a
determination of non-recoverability, as the case may be, is made, provided that
such interest at the Advance Rate will continue to accrue to the extent funds
are not available in the Collection Accounts for such reimbursement of such
Advance. Notwithstanding the foregoing, with respect to any Mortgage Loan that
has a grace period that expires after the Determination Date, such interest
shall not begin to accrue until the day succeeding the expiration date of such
grace period.
"Advance Recovery Report": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Advance Recoverability Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Advance Recovery Report" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the applicable Master Servicer.
"Adverse Grantor Trust Event": Any action that, under the Grantor
Trust Provisions, if taken or not taken, as the case may be, could endanger the
status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions.
"Adverse REMIC Event": Any action, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of any
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust
REMIC or the Trust Fund (including but not limited to the tax on "prohibited
transactions" as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code, but not
including the tax on "net income from foreclosure property").
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trustee may obtain
and rely on an Officer's Certificate of the applicable Master Servicer, the
Special Servicer or the Depositor to determine whether any Person is an
Affiliate of such party.
"Affiliated Person": Any Person (other than a Rating Agency)
involved in the organization or operation of the Depositor or an affiliate, as
defined in Rule 405 of the Act, of such Person.
"Agent Member": Members of, or Depository Participants in, the
Depository.
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Allocated Loan Amount": With respect to each Mortgaged Property,
the portion of the principal amount of the related Mortgage Loan allocated to
such Mortgaged Property in the applicable Mortgage, Loan Agreement or the
Mortgage Loan Schedule.
"Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 3.14 hereof and an annual report of
an Independent accountant required pursuant to Section 3.15 hereof
"Anticipated Repayment Date": With respect to any Mortgage Loan that
is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date
upon which such Mortgage Loan commences accruing interest at such Revised Rate.
"Anticipated Termination Date": Any Distribution Date on which it is
anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c).
"Applicable Monthly Payment": As defined in Section 4.06(a).
"Applicable Procedures": As defined in Section 5.02(c)(ii).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be such state or local tax laws whose
applicability shall have been brought to the attention of the Trustee by either
(i) an opinion of counsel delivered to it, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state or local tax
laws.
"Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area.
"Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan or any Serviced Whole Loan, an amount calculated by the Special
Servicer by the first Determination Date following the date the Special Servicer
receives the required Appraisal or performs the required Small Loan Appraisal
Estimate equal to the excess, if any, of (a) the Stated Principal Balance of
such Mortgage Loan or the applicable Serviced Whole Loan over (b) the excess of
(i) 90% of the sum of the appraised values (net of any prior mortgage liens but
including all escrows and reserves (other than escrows and reserves for taxes
and insurance)) of the related Mortgaged Properties securing such Mortgage Loan
or the applicable Serviced Whole Loan as determined by Updated Appraisals
obtained by the Special Servicer (the costs of which shall be paid by the
applicable Master Servicer as a Property Advance) minus any downward adjustments
the Special Servicer deems appropriate (without implying any duty to do so)
based upon its review of the Appraisal and any other information it may deem
appropriate (or, in the case of Mortgage Loans or Serviced Whole Loans having a
Stated Principal Balance under $2,000,000, 90% of the sum of the Small Loan
Appraisal Estimates of the related Mortgaged Properties (as described below))
over (ii) the sum of (A) to the extent not previously advanced by the applicable
Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or the
applicable Serviced Whole Loan at a per annum rate equal to the Mortgage Rate
(or with respect to the applicable Serviced Whole Loan, the weighted average of
the Mortgage Rate for the related Mortgage Loan(s) and Serviced Companion
Loans), (B) all unreimbursed Property Advances and the principal portion of all
unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance
Rate, in respect of such Mortgage Loan or the applicable Serviced Whole Loan,
(C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage
Loan or the applicable Serviced Whole Loan (but subject to the provisions of
Section 1.02(e)) and (D) all currently due and unpaid real estate taxes, ground
rents and assessments and insurance premiums (net of any escrows and reserves
therefor) and all other amounts due and unpaid with respect to such Mortgage
Loan or the applicable Serviced Whole Loan (which taxes, premiums (net of any
escrows and reserves therefor) and other amounts have not been the subject of an
Advance by the applicable Master Servicer, the Special Servicer or the Trustee,
as applicable); provided, however, without limiting the Special Servicer's
obligation to order and obtain such Appraisal, if the Special Servicer has not
obtained the Updated Appraisal or Small Loan Appraisal Estimate, as applicable,
referred to above within 60 days of the Appraisal Reduction Event (or in the
case of an Appraisal Reduction Event occurring by reason of clause (ii) of the
definition thereof, within 30 days of such Appraisal Reduction Event), the
Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the
current Stated Principal Balance of the related Mortgage Loan or the applicable
Serviced Whole Loan until such time as such Updated Appraisal or Small Loan
Appraisal Estimate referred to above is received and the Appraisal Reduction
Amount is calculated. Notwithstanding the foregoing, within 60 days after the
Appraisal Reduction Event (or in the case of an Appraisal Reduction Event
occurring by reason of clause (ii) of the definition thereof, 30 days) (A) with
respect to Mortgage Loans or an applicable Serviced Whole Loan having a Stated
Principal Balance of $2,000,000 or higher, the Special Servicer shall obtain an
Updated Appraisal or (B) with respect to Mortgage Loans or an applicable
Serviced Whole Loan having a Stated Principal Balance of less than $2,000,000,
the Special Servicer, at its option, shall (i) provide a Small Loan Appraisal
Estimate within the same time period as an Appraisal would otherwise be required
and such Small Loan Appraisal Estimate shall be used in lieu of an Appraisal to
calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable
Serviced Whole Loan; or (ii) with the consent of the Controlling Class
Representative, obtain an Updated Appraisal. On the first Distribution Date
occurring on or after the delivery of such Updated Appraisal or completion of
such Small Loan Appraisal Estimate, as applicable, the Special Servicer shall
adjust the Appraisal Reduction Amount to take into account such Updated
Appraisal (regardless of whether the Updated Appraisal is higher or lower than
the Small Loan Appraisal Estimate). Each Appraisal Reduction Amount shall also
be adjusted to take into account any subsequent Small Loan Appraisal Estimate or
Updated Appraisal, as applicable, and any annual letter updates, as of the date
of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or
letter update, as applicable. With respect to each Mortgage Loan that is
cross-collateralized with any other Mortgage Loan, the value of each Mortgaged
Property that is security for each Mortgage Loan in such cross-collateralized
group, as well as the outstanding amounts under each such Mortgage Loan shall be
taken into account when calculating such Appraisal Reduction Amount.
At any time that an Appraisal Reduction Amount exists with respect
to any Mortgage Loan, the Controlling Class Representative may, at its own
expense, obtain and deliver to the applicable Master Servicer, the Special
Servicer and the Trustee an Appraisal satisfactory to the Special Servicer that
satisfies the requirements of an "Updated Appraisal," and upon the written
request of the Controlling Class Representative, the Special Servicer shall,
subject to the Servicing Standard, recalculate the Appraisal Reduction Amount in
respect of such Mortgage Loan or the applicable Serviced Whole Loan based on
such Appraisal (but subject to any downward adjustment by the Special Servicer
as provided in the definition of Appraisal Reduction Amount) and shall notify
the Trustee, the applicable Master Servicer, the Controlling Class
Representative and the Directing Certificateholder of such recalculated
Appraisal Reduction Amount.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Mortgage Loan or a Serviced Whole Loan
or the related REO Property will be reduced to zero as of the date the related
Mortgage Loan or Serviced Whole Loan is paid in full, liquidated, repurchased or
otherwise removed from the Trust Fund.
Each Serviced Whole Loan will be treated as a single mortgage loan
for purposes of calculating an Appraisal Reduction Amount with respect to the
mortgage loans that comprise such Serviced Whole Loan.
Any Appraisal Reduction Amount on a Serviced Whole Loan shall be
deemed allocated, first, to the related B Loan, up to the outstanding principal
balance thereof, if any, and, then, to the Mortgage Loan. Additionally, any
Appraisal Reduction Amount allocable to the Villas Parkmerced Mortgage Loan
shall be deemed allocated, first, to Class VPM-4 Certificates, up to the
Certificate Balance of such Class, second, to the Class VPM-3 Certificates, up
to the Certificate Balance of such Class, third, to the Class VPM-2
Certificates, up to the Certificate Balance of such Class, fourth, to the Class
VPM-1 Certificates, up to the Certificate Balance of such Class, and, finally,
to Principal Balance Certificates.
"Appraisal Reduction Event": With respect to any Mortgage Loan or
Serviced Whole Loan, the first Distribution Date following the earliest of (i)
the date on which such Mortgage Loan or Serviced Whole Loan becomes a Modified
Mortgage Loan, (ii) the 90th day following the occurrence of any uncured
delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced
Whole Loan, (iii) receipt of notice that the related Borrower has filed a
bankruptcy petition or the date on which a receiver is appointed and continues
in such capacity in respect of a Mortgaged Property securing such Mortgage Loan
or Serviced Whole Loan or 60 days after the Borrower becomes the subject of
involuntary bankruptcy proceedings and such proceedings are not dismissed, (iv)
the date on which the Mortgaged Property securing such Mortgage Loan or Serviced
Whole Loan becomes an REO Property, (v) the 60th day after the third anniversary
of any extension of a Mortgage Loan or a Serviced Whole Loan and (vi) with
respect to a Balloon Loan, a payment default shall have occurred with respect to
the related Balloon Payment; provided, however, if (a) the related Borrower is
diligently seeking a refinancing commitment (and delivers a statement to that
effect to the applicable Master Servicer, who shall promptly deliver a copy to
the Special Servicer and the Controlling Class Representative within 30 days
after the default), (b) the related Borrower continues to make its Assumed
Scheduled Payment, (c) no other Servicing Transfer Event has occurred with
respect to that Mortgage Loan or Serviced Whole Loan and (d) the Controlling
Class Representative consents, an Appraisal Reduction Event will not occur until
60 days beyond the related maturity date; and provided, further, if the related
Borrower has delivered to the applicable Master Servicer, who shall promptly
deliver a copy to the Special Servicer and the Controlling Class Representative,
on or before the 60th day after the related Maturity Date, a refinancing
commitment reasonably acceptable to the Special Servicer and the Controlling
Class Representative, and the Borrower continues to make its Assumed Scheduled
Payments (and no other Servicing Transfer Event has occurred with respect to
that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will
not occur until the earlier of (1) 120 days beyond the related Maturity Date and
(2) the termination of the refinancing commitment. The Special Servicer shall
notify the applicable Master Servicer promptly upon the occurrence of any of the
foregoing events with respect to any Specially Serviced Loan.
"ARD Loan": Any Mortgage Loan the terms of which provide that if,
after an Anticipated Repayment Date, the borrower has not prepaid such Mortgage
Loan in full, any principal outstanding on that date will accrue interest at the
Revised Rate rather than the Initial Rate.
"Arrowhead Shopping Center B Loan": As defined in the Preliminary
Statement.
"Arrowhead Shopping Center B Loan Noteholder": The holder of the
Note for the Arrowhead Shopping Center B Loan.
"Arrowhead Shopping Center Companion Loan": As defined in the
Preliminary Statement.
"Arrowhead Shopping Center Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of January 6, 2006 by and
between PNC Bank, National Association and CBA-Mezzanine Capital Finance, LLC,
as from time to time amended, supplemented or modified.
"Arrowhead Shopping Center Mortgage Loan": As defined in the
Preliminary Statement.
"Arrowhead Shopping Center Whole Loan": As defined in the
Preliminary Statement.
"Asset Status Report": As defined in Section 3.26(f).
"Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or similar
agreement executed by the Borrower, assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property, in the form which
was duly executed, acknowledged and delivered, as amended, modified, renewed or
extended through the date hereof and from time to time hereafter.
"Assignment of Mortgage": An assignment of Mortgage without
recourse, notice of transfer or equivalent instrument, in recordable form, which
is sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages encumbering Mortgaged
Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.
"Assumed Scheduled Payment": With respect to any Mortgage Loan that
is delinquent in respect of its Balloon Payment (including any REO Loan as to
which the Balloon Payment would have been past due), an amount equal to the sum
of (a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date (or portion thereof not received),
based on the constant Monthly Payment that would have been due on such Mortgage
Loan on the related Due Date based on the constant payment required by the
related Note or the amortization or payment schedule thereof (as calculated with
interest at the related Mortgage Rate) (if any), assuming such Balloon Payment
had not become due, after giving effect to any prior modification, and (b)
interest at the applicable Net Mortgage Pass-Through Rate.
"Assumption Fees": Any fees collected by the applicable Master
Servicer or the Special Servicer in connection with an assumption or
modification of a Mortgage Loan or a Serviced Whole Loan or substitution of a
Borrower (or an interest therein) thereunder (in each case, as set forth in the
related Loan Documents) permitted to be executed under the provisions of this
Agreement.
"Authenticating Agent": Any authenticating agent appointed by the
Trustee pursuant to Section 3.20.
"Available Funds": For a Distribution Date (and with respect to the
Villas Parkmerced Mortgage Loan, only considering amounts allocable to the
Villas Parkmerced Pooled Trust Component pursuant to Section 3.05(l)), the sum
of (i) all previously undistributed Monthly Payments or other receipts on
account of principal and interest (including Unscheduled Payments and any Net
REO Proceeds, if any, transferred from an REO Account pursuant to Section
3.17(b), but excluding any Excess Liquidation Proceeds) on or in respect of the
Mortgage Loans, received by or on behalf of the applicable Master Servicer in
the Collection Period relating to such Distribution Date, (ii) all P&I Advances
made by the applicable Master Servicer or the Trustee, as applicable, in respect
of the Mortgage Loans as of such Distribution Date, (iii) all other amounts
received by the applicable Master Servicer in such Collection Period (including
the portion of Loss of Value Payments deposited into its Collection Account
pursuant to Section 3.06(f)) and required to be placed in the applicable
Collection Account by the applicable Master Servicer pursuant to Section 3.05,
(iv) without duplication, any late Monthly Payments on or in respect of the
Mortgage Loans received after the end of the Collection Period relating to such
Distribution Date but prior to the close of business on the Business Day prior
to the related Servicer Remittance Date, (v) any Servicer Prepayment Interest
Shortfalls remitted by the applicable Master Servicer to its Collection Account
and (vi) with respect to the Distribution Date in March of each calendar year
(or February if the final Distribution Date occurs in such month), the Withheld
Amounts deposited in the Interest Reserve Account by the Trustee in accordance
with Section 3.05(f) and (vii) with respect to the first Distribution Date, the
Interest Deposit Amount; but excluding the following:
(a) amounts permitted to be used to reimburse the applicable Master
Servicer, the Special Servicer or the Trustee, as applicable, for
previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts
and interest thereon as described in Section 3.06;
(b) those portions of each payment of interest which represent the
applicable Servicing Fee and Trustee Fee and an amount representing any
applicable Special Servicing Compensation;
(c) all amounts in the nature of late payment fees (to the extent
not applied to the reimbursement of the Advance Interest Amount and/or
Additional Trust Fund Expenses as provided in Section 3.06 hereof), Net
Prepayment Interest Excess, Net Default Interest, extension fees, loan
service transaction fees, demand fees, beneficiary statement charges,
Assumption Fees and similar fees on the Mortgage Loans, which the
applicable Master Servicer or the Special Servicer is entitled to retain
as Servicing Compensation or Special Servicing Compensation, respectively;
(d) all amounts representing scheduled Monthly Payments on Mortgage
Loans due after the related Due Date;
(e) that portion of Net Liquidation Proceeds, Net Insurance Proceeds
and Net Condemnation Proceeds with respect to a Mortgage Loan which
represents any unpaid Servicing Fee, Trustee Fee and Special Servicing
Compensation, to which the applicable Master Servicer, any sub-servicer,
Trustee and/or the Special Servicer are entitled;
(f) all amounts representing certain fees and expenses, including
indemnity amounts, reimbursable or payable to the applicable Master
Servicer, the Special Servicer or the Trustee and other amounts permitted
to be retained by the applicable Master Servicer or withdrawn by such
Master Servicer from its Collection Account to the extent expressly set
forth in this Agreement (including, without limitation, as provided in
Section 3.06 and including any indemnities provided for herein), including
interest thereon as expressly provided in this Agreement;
(g) any interest or investment income on funds on deposit in the
applicable Collection Account or any interest on Permitted Investments in
which such funds may be invested;
(h) all amounts received with respect to each Mortgage Loan
previously purchased, repurchased or replaced from the Trust Fund pursuant
to Sections 2.03(d), 3.18 or 9.01 during the related Collection Period and
subsequent to the date as of which such Mortgage Loan was purchased,
repurchased or replaced;
(i) the amount reasonably determined by the Trustee to be necessary
to pay any applicable federal, state or local taxes imposed on the
Upper-Tier REMIC, the Lower-Tier REMIC or the Villas Parkmerced Loan REMIC
under the circumstances and to the extent described in Section 4.05;
(j) Excess Interest;
(k) Prepayment Premiums and Yield Maintenance Charges with respect
to the Mortgage Loans; and
(l) with respect to the Distribution Date occurring in (A) January
of each calendar year that is not a leap year and (B) February of each
calendar year, in each case, unless such Distribution Date is the final
Distribution Date, the Withheld Amounts deposited in the Interest Reserve
Account by the Trustee in accordance with Section 3.05(f).
"B Loan": The Villas Parkmerced B Loans and the Arrowhead Shopping
Center B Loan, all of which are identified in the Preliminary Statement, as
applicable and as the context may require.
"Balloon Loan": Any Mortgage Loan or Serviced Whole Loan that
requires a payment of principal on the maturity date in excess of its constant
Monthly Payment.
"Balloon Payment": With respect to each Balloon Loan, the scheduled
payment of principal due on the Maturity Date (less principal included in the
applicable amortization schedule or scheduled Monthly Payment).
"Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-1B, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H and Class J Certificates, a fraction (not
greater than 1) (a) whose numerator is the greater of zero and the amount, if
any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the yield rate (as provided by the applicable Master Servicer) used in
calculating the Prepayment Premium or Yield Maintenance Charge, as applicable,
with respect to such Principal Prepayment and (b) whose denominator is the
amount, if any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds
(ii) the yield rate (as provided by the applicable Master Servicer) used in
calculating the Prepayment Premium or Yield Maintenance Charge, as applicable,
with respect to such Principal Prepayment; provided, however, that if such yield
rate is greater than or equal to the lesser of (x) the Mortgage Rate on such
Mortgage Loan and (y) the Pass-Through Rate described in clause (a)(i) above,
then the Base Interest Fraction shall be zero.
"Beneficial Owner": With respect to a Global Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository) with
respect to such Classes. Each of the Trustee and the applicable Master Servicer
shall have the right to require, as a condition to acknowledging the status of
any Person as a Beneficial Owner under this Agreement, that such Person provide
evidence at its expense of its status as a Beneficial Owner hereunder.
"Borrower": With respect to any Mortgage Loan, Companion Loan or
Serviced Whole Loan, any obligor or obligors on any related Note or Notes.
"Borrower Account": As defined in Section 3.07(a).
"Breach": As defined in Section 2.03(d).
"Business Day": Any day other than (i) a Saturday or a Sunday, (ii)
a legal holiday in New York, New York, Pittsburgh, Pennsylvania, Charlotte,
North Carolina or the principal cities in which either Master Servicer, the
Special Servicer or the Trustee conducts servicing or trust operations or (iii)
a day on which banking institutions or savings associations in New York, New
York, Pittsburgh, Pennsylvania, Charlotte, North Carolina or the principal
cities in which either Master Servicer, the Special Servicer or the Trustee
conduct servicing or trust operations are authorized or obligated by law or
executive order to be closed.
"Cash Collateral Account": With respect to any Mortgage Loan or
Serviced Whole Loan that has a Lock-Box Account, any account or accounts created
pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account
Agreement or other Loan Document into which the Lock-Box Account monies are
swept on a regular basis for the benefit of the Trustee as successor to the
related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially
owned for federal income tax purposes by the Person who is entitled to receive
all reinvestment income or gain thereon in accordance with the terms and
provisions of the related Mortgage Loan and Section 3.07, which Person shall be
taxed on all reinvestment income or gain thereon in accordance with the terms of
the related Mortgage Loan or Serviced Whole Loan. Each Master Servicer shall be
permitted to make withdrawals therefrom for deposit into its Collection Account
or the applicable Serviced Whole Loan Collection Account, as applicable. To the
extent not inconsistent with the terms of the related Loan Documents, each such
Cash Collateral Account shall be an Eligible Account.
"Cash Collateral Account Agreement": With respect to any Mortgage
Loan or Serviced Whole Loan, the cash collateral account agreement, if any,
between the related Originator and the related Borrower, pursuant to which the
related Cash Collateral Account, if any, may have been established.
"Certificate": Any Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class VPM-1, Class VPM-2, Class VPM-3, Class
VPM-4, Class Q, Class S, Class R or Class LR Certificate issued, authenticated
and delivered hereunder.
"Certificate Balance": With respect to any Class of Certificates
(other than the Class X, Class S, Class R and Class LR Certificates) (a) on or
prior to the first Distribution Date, an amount equal to the aggregate initial
Certificate Balance of such Class, as specified in the Preliminary Statement
hereto, (b) as of any date of determination after the first Distribution Date,
the Certificate Balance of such Class of Certificates on the Distribution Date
immediately prior to such date of determination less any distributions allocable
to principal and any allocations of Realized Losses made thereon on such prior
Distribution Date.
"Certificate Custodian": Initially, the Trustee; thereafter, any
other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certificateholder": The Person whose name is registered in the
Certificate Register subject to the following:
(a) except as provided in clauses (b) and (d), for the purpose of
giving any consent or taking any action pursuant to this Agreement, any
Certificate beneficially owned by the Depositor, each Master Servicer, the
Special Servicer, the Trustee, a Manager or a Borrower or any Person known
to a Responsible Officer of the Certificate Registrar to be an Affiliate
of any thereof shall be deemed not to be outstanding and the Voting Rights
to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any
such consent or take any such action has been obtained;
(b) for purposes of obtaining the consent of Certificateholders to
an amendment of this Agreement, any Certificates beneficially owned by
each Master Servicer or the Special Servicer or an Affiliate thereof shall
be deemed to be outstanding, unless such amendment relates to compensation
of the applicable Master Servicer or the Special Servicer or benefits such
Master Servicer or the Special Servicer (in its capacity as such) or any
Affiliate thereof (other than solely in its capacity as Certificateholder)
in any material respect, in which case such Certificates shall be deemed
not to be outstanding;
(c) except as provided in clause (d) below, for purposes of
obtaining the consent of Certificateholders to any action proposed to be
taken by the Special Servicer with respect to a Specially Serviced Loan,
any Certificates beneficially owned by the Special Servicer or an
Affiliate thereof shall be deemed not to be outstanding;
(d) for the purpose of exercising its rights as a member of the
Controlling Class or as a Controlling Class Representative (if
applicable), any Certificate beneficially owned by a Master Servicer, the
Special Servicer or an Affiliate thereof will be deemed outstanding; and
(e) for purposes of providing or distributing any reports,
statements or other information required or permitted to be provided to a
Certificateholder hereunder, a Certificateholder shall include any
Beneficial Owner, or (subject to a confidentiality agreement attached
hereto as Exhibit U) any Person identified by a Beneficial Owner as a
prospective transferee of a Certificate beneficially owned by such
Beneficial Owner, but only if the Trustee or another party hereto
furnishing such report, statement or information has been provided with
the name of the Beneficial Owner of the related Certificate or the Person
identified as a prospective transferee thereof. For purposes of the
foregoing, the Depositor, the applicable Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or other such Person may rely,
without limitation, on a Depository Participant listing from the
Depository or statements furnished by a Person that on their face appear
to be statements from a Depository Participant to such Person indicating
that such Person beneficially owns Certificates.
"Certifying Person": As defined in Section 10.8.
"Certifying Servicer": As defined in Section 10.11.
"CGM": Citigroup Global Markets, Inc.
"CGMRC": Citigroup Global Markets Realty Corp., in its capacity as a
Mortgage Loan Seller, and its successors.
"CGMRC Indemnification Agreement": The agreement dated as of
February 27, 2006 from CGMRC to the Depositor and the Underwriters.
"CGMRC Purchase Agreement": The Mortgage Loan Purchase Agreement,
dated and effective the Closing Date, between CGMRC and the Depositor.
"Class": With respect to the Certificates or Lower-Tier Regular
Interests, all of the Certificates or Lower-Tier Regular Interests bearing the
same alphabetical and numerical Class designation.
"Class A-1 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-1 hereto.
"Class A-1 Pass-Through Rate": A per annum rate equal to 5.302%.
"Class A-1A Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-6 hereto.
"Class A-1A Pass-Through Rate": A per annum rate equal to the lesser
of 5.415% and the Weighted Average Net Mortgage Pass-Through Rate.
"Class A-1AL Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-1B Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-7 hereto.
"Class A-1B Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.1080%.
"Class A-1BL Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-1L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-2 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-2 hereto.
"Class A-2 Pass-Through Rate": A per annum rate equal to 5.408%.
"Class A-2L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-3 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-3 hereto.
"Class A-3 Pass-Through Rate": A per annum rate equal to the
weighted Average Net Mortgage Pass-Through Rate minus 0.046%.
"Class A-3L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-4 Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-5 hereto.
"Class A-4 Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.1090%.
"Class A-4L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-AB Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-4 hereto.
"Class A-AB Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.079%.
"Class A-ABL Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-J Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-10 hereto.
"Class A-J Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.023%.
"Class A-JL Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class A-M Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-9 hereto.
"Class A-M Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.062%.
"Class A-ML Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class B Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-11 hereto.
"Class B Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class B-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class C Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-12 hereto.
"Class C Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class C-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class D Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-13 hereto.
"Class D Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class D-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class E Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-14 hereto.
"Class E Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class E-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class F Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-15 hereto.
"Class F Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class F-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class G Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-16 hereto.
"Class G Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class G-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class H Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-17 hereto.
"Class H Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class H-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class Interest Shortfall": On any Distribution Date for any Class
of Certificates, the amount of interest required to be distributed to the
Holders of such Class pursuant to Section 4.01(b) (or in the case of the Class
VPM Certificates, pursuant to Section 4.01A(b) on such Distribution Date minus
the amount of interest actually distributed to such Holders pursuant to such
Section, if any.
"Class J Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-18 hereto.
"Class J Pass-Through Rate": A per annum rate equal to the Weighted
Average Net Mortgage Pass-Through Rate.
"Class J-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class K Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-19 hereto.
"Class K Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class K-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class L Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-20 hereto.
"Class L Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class L-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class LR Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-32 hereto. The Class
LR Certificates have no Pass-Through Rate, Certificate Balance or Notional
Balance.
"Class M Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-21 hereto.
"Class M Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class M-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class N Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-22 hereto.
"Class N Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class N-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class O Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-23 hereto.
"Class O Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class O-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class P Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-24 hereto.
"Class P Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class P-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class Q Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-25 hereto.
"Class Q Pass-Through Rate": A per annum rate equal to the lesser of
5.085% per annum and the Weighted Average Net Mortgage Pass-Through Rate.
"Class Q-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class R Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-31 hereto. The Class
R Certificates have no Pass-Through Rate, Certificate Balance or Notional
Balance.
"Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-30 hereto.
"Class VPM Available Distribution Amount": The portion of the Villas
Parkmerced Available Funds allocated to the Non-Pooled Trust Component pursuant
to Section 3.05(l).
"Class VPM Certificates": Collectively, the Class VPM-1, Class
VPM-2, Class VPM-3 and Class VPM-4 Certificates.
"Class VPM-1 Certificate": Any one of the Certificates with a "Class
VPM-1" designation on the face thereof, substantially in the form of Exhibit
A-26 attached hereto, and evidencing a "regular interest" in the Upper-Tier
REMIC for purposes of the REMIC Provisions entitled to certain payments on the
Villas Parkmerced Non-Pooled Trust Component.
"Class VPM-1-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class VPM-1 Pass-Through Rate": A per annum rate equal to 5.805%.
"Class VPM-2 Certificate": Any one of the Certificates with a "Class
VPM-2" designation on the face thereof, substantially in the form of Exhibit
A-27 attached hereto, and evidencing a "regular interest" in the Upper-Tier
REMIC for purposes of the REMIC Provisions entitled to certain payments on the
Villas Parkmerced Non-Pooled Trust Component.
"Class VPM-2-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class VPM-2 Pass-Through Rate": A per annum rate equal to 5.805%.
"Class VPM-3 Certificate": Any one of the Certificates with a "Class
VPM-3" designation on the face thereof, substantially in the form of Exhibit
A-28 attached hereto, and evidencing a "regular interest" in the Upper-Tier
REMIC for purposes of the REMIC Provisions entitled to certain payments on the
Villas Parkmerced Non-Pooled Trust Component.
"Class VPM-3-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class VPM-3 Pass-Through Rate": A per annum rate equal to 5.805%.
"Class VPM-4 Certificate": Any one of the Certificates with a "Class
VPM-4" designation on the face thereof, substantially in the form of Exhibit
A-29 attached hereto, and evidencing a "regular interest" in the Upper-Tier
REMIC for purposes of the REMIC Provisions entitled to certain payments on the
Villas Parkmerced Non-Pooled Trust Component.
"Class VPM-4-L Interest": A regular interest in the Lower-Tier REMIC
entitled to monthly distributions payable thereto pursuant to Section 4.01.
"Class VPM-4 Pass-Through Rate": A per annum rate equal to 5.805%.
"Class VPM Control Appraisal Event": With respect to each Class of
Class VPM Certificates will be deemed to be occurring at any time if (i) the
initial Certificate Balance of such Class of Class VPM Certificates, as reduced
by any payments of principal (whether as scheduled amortization, principal
prepayments or otherwise) allocated to such Class of Class VPM Certificates and
any appraisal reduction amounts and Realized Losses allocated to such Class of
Class VPM Certificates, is less than 25% of the initial Certificate Balance of
such Class of Class VPM Certificates, as reduced by any payments of principal
(whether as scheduled amortization, principal prepayments or otherwise allocated
to such Class of VPM Certificates) provided that no Class VPM Control Appraisal
Event will be deemed to exist if the holder of the applicable Class VPM
Certificates exercises its right to effectuate a Class VPM Control Appraisal
Event cure pursuant to Section 3.31(e) or (ii) if the holder of a Class VPM
Certificate is an affiliate of the related borrower.
"Class VPM Controlling Holder": The holder(s) of a majority of the
Class VPM-4 Certificates except during the occurrence of a Class VPM Control
Appraisal Event with respect to the Class VPM-4 Certificates, in which case, the
holder(s) of a majority of the Class VPM-3 Certificates except during the
occurrence of a Class VPM Control Appraisal Event with respect to the Class
VPM-3 Certificates, in which case, the holder(s) of a majority of the Class
VPM-2 Certificates except during the occurrence of a Class VPM Control Appraisal
Event with respect to the Class VPM-2 Certificates, in which case, the holder(s)
of a majority of Class VPM-1 Certificates until the occurrence of a Class VPM
Control Appraisal Event with respect to the Class VPM-1 Certificates, in which
case there will be no Class VPM Controlling Holder for the purposes of this
Agreement.
"Class VPM Cure Right": As defined in Section 3.31(d).
"Class VPM Excess Prepayment Interest Shortfall": As defined in
Section 4.01A(g).
"Class VPM Interest Accrual Amount": With respect to any
Distribution Date and any Class VPM Certificate, an amount equal to interest for
the related Interest Accrual Period at the Pass-Through Rate for such Class on
the related Certificate Balance outstanding immediately prior to such
Distribution Date minus the amount of Class VPM Excess Prepayment Interest
Shortfall allocated to such Class with respect to such Distribution Date.
Calculations of interest due in respect of the Class VPM Certificates shall be
made on the basis of a 360-day year consisting of twelve 30-day months.
"Class VPM Loan REMIC Distribution Amount": As defined in Section
4.01A(a)(i).
"Class VPM Lower-Tier Regular Interests": Any of the Class VPM-1-L
Interest, Class VPM-2-L Interest, Class VPM-3-L Interest and Class VPM-4-L
Interest.
"Class VPM Principal Distribution Amount": For any Distribution Date
the portion of the Villas Parkmerced Principal Distribution Amount allocated to
the Class VPM Certificates pursuant to Section 3.05(l).
"Class VPM Loan Option Price": As defined in Section 3.18(m) of this
Agreement.
"Class VPM Loan Purchase Option": As defined in Section 3.18(m) of
this Agreement.
"Class VPM Loan Purchase Option Notice": As defined in Section
3.18(m) of this Agreement.
"Class VPM Realized Loss": In the case of the Class VPM
Certificates, the amount, if any, by which (i) the aggregate Certificate Balance
of the Class VPM Certificates after giving effect to distributions of principal
on such Distribution Date exceeds (ii) the principal balance of the Villas
Parkmerced Non-Pooled Trust Component (for purposes of this calculation only,
not giving effect to any reductions of the principal balance of the Villas
Parkmerced Non-Pooled Trust Component for principal payments allocable to the
Villas Parkmerced Non-Pooled Trust Component that were used to reimburse the
Midland Master Servicer or the Trustee from general collections of principal on
the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such
Workout-Delayed Reimbursement Amounts are not otherwise determined to be
Nonrecoverable Advances) immediately following the Determination Date preceding
such Distribution Date.
"Class VPM-1-NP Regular Interest": An uncertificated regular
interest in the Villas Parkmerced Loan REMIC that (i) corresponds to the Villas
Parkmerced Non-Pooled Trust Component, (ii) is held as an asset of the
Lower-Tier REMIC and (iii) has the original Villas Parkmerced Loan REMIC
Principal Balance and corresponding Component Loan Remittance Rate set forth in
the Preliminary Statement hereto.
"Class VPM-2-NP Regular Interest": An uncertificated regular
interest in the Villas Parkmerced Loan REMIC that (i) corresponds to the Villas
Parkmerced Non-Pooled Trust Component, (ii) is held as an asset of the
Lower-Tier REMIC and (iii) has the original Villas Parkmerced Loan REMIC
Principal Balance and corresponding Component Loan Remittance Rate set forth in
the Preliminary Statement hereto.
"Class VPM-3-NP Regular Interest": An uncertificated regular
interest in the Villas Parkmerced Loan REMIC that (i) corresponds to the Villas
Parkmerced Non-Pooled Trust Component, (ii) is held as an asset of the
Lower-Tier REMIC and (iii) has the original Villas Parkmerced Loan REMIC
Principal Balance and corresponding Component Loan Remittance Rate set forth in
the Preliminary Statement hereto.
"Class VPM-4-NP Regular Interest": An uncertificated regular
interest in the Villas Parkmerced Loan REMIC that (i) corresponds to the Villas
Parkmerced Non-Pooled Trust Component, (ii) is held as an asset of the
Lower-Tier REMIC and (iii) has the original Villas Parkmerced Loan REMIC
Principal Balance and corresponding Component Loan Remittance Rate set forth in
the Preliminary Statement hereto.
"Class VPM-P Uncertificated Interest": An uncertificated regular
interest in the Villas Parkmerced Loan REMIC that (i) corresponds to the Villas
Parkmerced Pooled Trust Component, (ii) is held as an asset of the Lower-Tier
REMIC and (iii) has the original Villas Parkmerced Loan REMIC Principal Balance
and corresponding Component Loan Remittance Rate set forth in the Preliminary
Statement hereto.
"Class X Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf of the
Depositor in substantially the form set forth in Exhibit A-9 hereto.
"Class X Interest Amount": With respect to any Distribution Date and
the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X
Strip Rates for each of the Lower-Tier Regular Interests (other than the Class
VPM Lower-Tier Regular Interests), weighted on the basis of the respective
Lower-Tier Principal Amounts of such Lower-Tier Regular Interests (other than
the Class VPM-1-L, VPM-2-L, VPM-3-L and VPM-4-L Interests) as of the beginning
of such Distribution Date and (ii) the Class X Notional Amount for such
Distribution Date.
"Class X Notional Amount": For any date of determination, the
aggregate of the Lower-Tier Principal Balance of the Lower-Tier Regular
Interests (other than the Class VPM Lower-Tier Regular Interests) as of the
preceding Distribution Date (after giving effect to the distributions of
principal on such Distribution Date), and in the case of the first Distribution
Date, as of the Closing Date.
"Class X Pass-Through Rate": With respect to any Distribution Date,
the weighted average of the Class X Strip Rates for each of the Lower-Tier
Regular Interests (other than the Class VPM Lower-Tier Regular Interests) for
such Distribution Date, weighted on the basis of the respective Lower-Tier
Principal Amounts of such Lower-Tier Regular Interests (other than the Class VPM
Lower-Tier Regular Interests) outstanding immediately prior to such Distribution
Date.
"Class X Strip Rate": With respect to any Lower-Tier Regular
Interest (other than the Class VPM Lower-Tier Regular Interests) for any
Distribution Date, (i) the Weighted Average Net Mortgage Pass-Through Rate for
such Distribution Date over (ii) the Pass-Through Rate for the Corresponding
Certificate. In no event will any Class X Strip Rate be less than zero.
"Clearstream": Clearstream Banking Luxembourg, a division of
Clearstream International, societe anonyme.
"Closing Date": March 14, 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the applicable Master Servicer and reasonably acceptable to the Trustee, the
Special Servicer and the Controlling Class Representative.
"CMSA Bond Level File": A data file substantially in the form of,
and containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be promulgated as recommended by the CMSA
for commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee.
"CMSA Collateral Summary File": The data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Collateral Summary File"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Trustee.
"CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or such
other final form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Financial File" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the applicable Master Servicer or the
Special Servicer, as applicable. The initial data for this report shall be
provided by each Mortgage Loan Seller.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, or such other final form for the presentation of such
information and containing such additional information as may from time to time
be promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the applicable Master Servicer or the Special Servicer,
as applicable, and the Trustee and, provided, that each CMSA Loan Periodic
Update File shall be accompanied by a Advance Recovery Report, if such report is
required for a particular month, and all references herein to "CMSA Loan
Periodic Update File" shall be construed accordingly.
"CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other final form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Loan Setup File" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the applicable Master Servicer or the
Special Servicer, as applicable, and the Trustee.
"CMSA Property File": The monthly report substantially in the form
of, and containing the information called for, in the downloadable form of the
"CMSA Property File" available as of the Closing Date on the CMSA Website, or
such other final form for the presentation of such information and containing
such additional information as may from time to time be promulgated as
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Property File" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the
applicable Master Servicer or the Special Servicer, as applicable.
"CMSA Reporting Package": Collectively,
(a) the CMSA Reports;
(b) the following eleven supplemental reports: (i) Delinquent Loan
Status Report, (ii) Historical Loan Modification and Corrected Mortgage
Loan Report, (iii) Historical Liquidation Report, (iv) REO Status Report,
(v) Operating Statement Analysis Report, (vi) Comparative Financial Status
Report, (vii) Watch List, (viii) NOI Adjustment Worksheet, (ix) Loan Level
Reserve/LOC Report, (x) Reconciliation of Funds Report and (xi) Total Loan
Report; and
(c) such other reports as the CMSA may designate in the future and
any additional information as the applicable Master Servicer, Special
Servicer and the Trustee may from time to time agree.
In addition, the CMSA Reporting Package shall include the Advance
Recovery Report, if such report is required for a particular month.
"CMSA Reports": Reports substantially in the forms of the CMSA
standard reporting package inclusive of the CMSA Loan Setup File, the CMSA Loan
Periodic Update File, the CMSA Property File, the CMSA Financial File, the CMSA
Special Servicer Defaulted Loan File, the CMSA Bond Level File and the CMSA
Collateral Summary File.
"CMSA Special Servicer Defaulted Loan File:" The report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Special Servicer Loan File" available as of the
Closing Date on the CMSA Website, or such other final form for the presentation
of such information and containing such additional information as may from time
to time be promulgated as recommended by the CMSA for commercial mortgage
securities transactions generally and, insofar as it requires the presentation
of information in addition to that called for by the form of the "CMSA Special
Servicer Loan File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Special Servicer.
"CMSA Supplemental Servicer Reports": The Delinquent Loan Status
Report, the Historical Loan Modification and Corrected Mortgage Loan Report, the
Historical Liquidation Report, the REO Status Report, the Watch List, the NOI
Adjustment Worksheet, the Comparative Financial Status Report, the Operating
Statement Analysis Report, the Loan Level Reserve/LOC Report, the Advance
Recovery Report and the Total Loan Report.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, any successor statute thereto, and any temporary or final regulations of
the United States Department of the Treasury promulgated pursuant thereto.
"Co-Lender Agreement": (i) with respect to the Villas Parkmerced
Whole Loan, the Villas Parkmerced Co-Lender Agreement and (ii) with respect to
the Arrowhead Shopping Center Whole Loan, the Arrowhead Shopping Center
Intercreditor Agreement, in each case, as applicable and as the context may
require.
"Collection Account": Collectively the Collection Account-Midland
and the Collection Account-Wachovia.
"Collection Account-Midland": The trust account or accounts created
and maintained by the Midland Master Servicer pursuant to Section 3.05(a), which
shall be entitled "Midland Loan Services, Inc., for the benefit of Wells Fargo
Bank, N.A., as Trustee, in trust for Holders of Deutsche Mortgage & Asset
Receiving Corporation, CD 2006-CD2 Commercial Mortgage Pass-Through
Certificates, Midland Collection Account" and which must be an Eligible Account.
"Collection Account-Wachovia": The trust account or accounts created
and maintained by the Wachovia Master Servicer pursuant to Section 3.05(a),
which shall be entitled "Wachovia Bank, National Association, for the benefit of
Wells Fargo Bank, N.A., as Trustee, in trust for Holders of Deutsche Mortgage &
Asset Receiving Corporation, CD 2006-CD2 Commercial Mortgage Pass-Through
Certificates, Wachovia Collection Account" and which must be an Eligible
Account.
"Collection Period": With respect to any Distribution Date and each
Mortgage Loan, the period that begins immediately following the Determination
Date in the calendar month preceding the month in which such Distribution Date
occurs (or, in the case of the Distribution Date occurring in April 2006, on the
day after the Cut-off Date) and ending at the close of business on the
Determination Date in the calendar month in which such Distribution Date occurs.
"Commission": The Securities and Exchange Commission.
"Companion Loan": Any of the B Loans, as applicable and as the
context may require.
"Companion Loan Noteholder": A holder of a Companion Loan.
"Comparative Financial Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Comparative
Financial Status Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the applicable Master Servicer or the Special
Servicer, as applicable. In connection with preparing the CMSA Comparative
Financial Status Report, each Master Servicer shall process (a) interim
financial statements beginning with interim financial statements for the fiscal
quarter ending June of 2006, and (b) annual financial statements beginning with
annual financial statements for the 2006 fiscal year.
"Component Interest Accrual Amount": With respect to any Villas
Parkmerced Loan Component, an amount equal to interest for the related Interest
Accrual Period at the related Component Loan Remittance Rate on the related
Component Principal Balance, outstanding immediately prior to such Distribution
Date minus the amount of any Excess Prepayment Interest Shortfall or Class VPM
Excess Prepayment Interest Shortfall, as applicable, allocated to such Class
with respect to such Distribution Date. Calculations of interest due in respect
of the Class VPM Certificates shall be made on the basis of a 360-day year
consisting of twelve 30-day months.
"Component Loan": The Villas Parkmerced Mortgage Loan
"Component Loan Remittance Rate": With respect to any Villas
Parkmerced Loan Component, the rate set forth in the Preliminary Statement.
"Component Principal Balance": With respect to a Villas Parkmerced
Loan Component, as of any date of determination, an amount (which amount shall
not be less than zero) equal to (x) the Cut-Off Date Component Principal Balance
of such Villas Parkmerced Loan Component minus (y) the sum of:
(i) the principal portion of each Monthly Payment due on the
related Mortgage Loan and allocated to such Villas Parkmerced Loan
Component in accordance with Section 3.05(l) after the Cut-Off Date,
to the extent received from the Borrower or advanced by the Midland
Master Servicer or the Trustee and distributed to Certificateholders
on or before such date of determination;
(ii) all Principal Prepayments received with respect to the
Villas Parkmerced Mortgage Loan and allocated to such Villas
Parkmerced Loan Component in accordance with Section 3.05(l) after
the Cut-Off Date, to the extent distributed to Certificateholders on
or before such date of determination;
(iii) the principal portion of all Insurance Proceeds and
Liquidation Proceeds received with respect to the Villas Parkmerced
Mortgage Loan and allocated to such Villas Parkmerced Loan Component
in accordance with Section 3.05(l) after the Cut-Off Date, to the
extent distributed to Certificateholders on or before such date of
determination; and
(iv) the principal portion of any Realized Loss incurred in
respect of the Villas Parkmerced Mortgage Loan and allocated to such
Villas Parkmerced Loan Component in accordance with Section 3.05(l)
during the related Collection Period.
A Villas Parkmerced Loan Component shall be deemed to be part of the
Trust Fund and to have an outstanding Component 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 the applicable Certificateholders.
Notwithstanding the foregoing, if any Villas Parkmerced Loan Component is paid
in full or liquidated, commencing as of the first Distribution Date following
the Collection Period during which such event occurred, the Component Principal
Balance of such Villas Parkmerced Loan Component will be zero.
"Condemnation Proceeds": Any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers (other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Borrower in
accordance with the terms of the applicable Mortgage Loan and, if applicable,
the terms of the applicable Serviced Whole Loan) or, if applicable, with respect
to the Mortgaged Property securing a Serviced Whole Loan, any portion of such
amounts payable to the holders of the applicable Serviced Whole Loan.
"Controlling Class": As of any date of determination, the Class of
Principal Balance Certificates with the latest alphabetical Class designation
that has a then-aggregate Certificate Balance at least equal to 25% of the
initial aggregate Certificate Balance of such Class of Principal Balance
Certificates as of the Closing Date. As of the Closing Date, the Controlling
Class will be the Class Q Certificates. For purposes of determining the
Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A and Class A-1B Certificates collectively will be treated as one
Class.
"Controlling Class Certificateholder": Each holder (or Beneficial
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such holder (or Beneficial Owner).
"Controlling Class Representative": The Controlling Class
Certificateholder or its designee selected by more than 50% of the Controlling
Class Certificateholders, by Certificate Balance, as certified by the Trustee
from time to time; provided, however, that (i) absent such selection, or (ii)
until a Controlling Class Representative is so selected or (iii) upon receipt of
a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Controlling Class Representative is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Controlling
Class Representative; provided, further, that in order for the Trustee to
certify the status of the Controlling Class Representative, the Controlling
Class Representative must provide notice and certification of their holdings
through the Depository to the Trustee as to its status as Controlling Class
Representative upon which the Trustee shall use its best efforts to verify such
status. LNR Securities Holdings, LLC shall be the initial Controlling Class
Representative, without necessity of further notice or selection.
"Corporate Trust Office": The offices of the Trustee located at 9062
Old Annapolis Road, Columbia Maryland 21045-1951, Attention: Corporate Trust
Services, CD 2006-CD2, or the principal trust office of any successor Trustee
qualified and appointed pursuant to Section 8.08.
"Corrected Mortgage Loan": As defined under the definition of
Specially Serviced Loan.
"Corresponding Certificate": As defined in the Preliminary Statement
with respect to any Corresponding Lower-Tier Regular Interest.
"Corresponding Lower-Tier Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates.
"Corresponding Villas Parkmerced Loan REMIC Regular Interest": As
defined in the Preliminary Statement with respect to any Villas Parkmerced Loan
Component.
"Cross-Collateralized Mortgage Loans": Any two or more Mortgage
Loans listed on the Mortgage Loan Schedule that are cross-collateralized with
each other.
"Cross-over Date": Means the Distribution Date on which the
Certificate Balance of each Class of Certificates other than the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A and A-1B Certificates
have been reduced to zero.
"Custodial Agreement": The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein and the Trustee, in the form
agreed to by the Trustee and the Custodian, as the same may be amended or
modified from time to time in accordance with the terms thereof.
"Custodian": Any Custodian appointed pursuant to Section 3.21 and,
unless the Trustee is Custodian, named pursuant to any Custodial Agreement. If a
Custodian is not so appointed, then the Custodian shall be the Trustee. The
Custodian may (but need not) be the Trustee or the applicable Master Servicer or
any Affiliate of the Trustee or such Master Servicer, but may not be the
Depositor, any Mortgage Loan Seller or any Affiliate thereof.
"Cut-off Date": With respect to each Mortgage Loan or Serviced Whole
Loan, the payment date for such Mortgage Loan or Serviced Whole Loan occurring
in March 2006.
"DBS": Deutsche Bank Securities Inc.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan or
Serviced Whole Loan as of any date of determination and for any period, the
ratio calculated by dividing the net operating income or net cash flow, as
applicable, of the related Mortgaged Property or Mortgaged Properties, as the
case may be, for the most recently ended 12-month trailing or one-year period
for which data is available from the related Borrower (or year-to-date until
such time that data for the trailing 12-month period is available), before
payment of any scheduled payments of principal and interest on such Mortgage
Loan or Serviced Whole Loan but after funding of required reserves and
"normalized" by the applicable Master Servicer pursuant to Section 3.13, by the
annual debt service required by such Mortgage Loan or Serviced Whole Loan.
Annual debt service shall be calculated by multiplying the Monthly Payment in
effect on such date of determination for such Mortgage Loan or Serviced Whole
Loan by 12 (or such fewer number of months for which related information is
available).
"Default Interest": With respect to any Mortgage Loan or Serviced
Companion Loan, interest accrued on such Mortgage Loan or Serviced Companion
Loan at the excess of (i) the Default Rate over (ii) the related Mortgage Rate.
"Default Rate": With respect to each Mortgage Loan or Serviced
Companion Loan, the per annum rate at which interest accrues on such Mortgage
Loan or Serviced Companion Loan following any event of default on such Mortgage
Loan or Serviced Companion Loan, including a default in the payment of a Monthly
Payment or a Balloon Payment.
"Defaulted Mortgage Loan": A Mortgage Loan or Serviced Whole Loan
which is delinquent at least 60 days in respect of its Monthly Payments or more
than 30 days delinquent in respect of its Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any grace period
permitted by the related Loan Documents and without regard to any acceleration
of payments under the related Mortgage Loan or Serviced Whole Loan.
"Defeasance Account": As defined in Section 3.30(j).
"Delinquency": Any failure of a Borrower to make a scheduled Monthly
Payment or Balloon Payment on a Due Date.
"Delinquent Loan Status Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Delinquent Loan Status Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the applicable Master Servicer or the Special Servicer, as applicable.
"Denomination": As defined in Section 5.01(a).
"Depositor": Deutsche Mortgage & Asset Receiving Corporation, a
Delaware corporation, and its successors and assigns.
"Depository": The Depository Trust Company or a successor appointed
by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).
"Depository Participant": A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.
"Determination Date": With respect to any Distribution Date, the
11th day of each month or, if such 11th day is not a Business Day, the next
succeeding Business Day, commencing in April 2006.
"Directing Certificateholder": (a) with respect to any Mortgage
Loan, other than any Serviced Loan Combination, the Controlling Class
Representative; (b) with respect to the Villas Parkmerced Loan Combination, (i)
prior to a Villas Parkmerced Control Appraisal Event, one or more of the most
subordinate holder or holders of the Villas Parkmerced B Loan not subject to a
Villas Parkmerced Control Appraisal Event, (ii) so long as a Villas Parkmerced
Control Appraisal Event exists with respect to each Villas Parkmerced B Loan,
the holder of the most subordinate Class VPM Certificate not subject to a Class
VPM Control Appraisal Event and (iii) so long as the Class VPM Certificates are
each subject to a Class VPM Control Appraisal Event, the Controlling Class
Representative and (c) with respect to the Arrowhead Shopping Center Whole Loan,
(i) as to certain matters set forth in Section 3.34 herein and as provided in
the Arrowhead Shopping Center Intercreditor Agreement as to which the Arrowhead
Shopping Center B Loan Noteholder is entitled to consent or approve, the
Arrowhead Shopping Center B Loan Noteholder and (ii) as to all other matters,
the Controlling Class Representative.
"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 in the ordinary course of a trade or business,
or any use of such REO Property in a trade or business conducted by the Trust
Fund, or the performance of any construction work on the REO Property other than
through an Independent Contractor; provided, however, that the Special Servicer,
on behalf of the Trust Fund, shall not be considered to Directly Operate an REO
Property solely because the Special Servicer, on behalf of the Trust Fund,
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section l.856-4(b)(5)(ii).
"Disclosure Documents": Collectively, the Time of Sale Information,
the Prospectus and the Private Placement Memorandum.
"Disqualified Non-U.S. Person": With respect to a Class R or Class
LR Certificate, (A) any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds the Class R or Class LR Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS
Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose
of providing and certifying the information provided on Form W-8ECI as of the
Closing Date) or (ii) a Non-U.S. Person that has delivered to both the
transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R or Class LR
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class R or
Class LR Certificate will not be disregarded for federal income tax purposes,
(B) any domestic partnership for U.S. federal income tax purposes, one or more
of the direct or indirect partners (other than through a U.S. corporation) of
which is a non-U.S. Person who is not described in clause (A)(i) or (ii) or (C)
a U.S. Person with respect to whom income on the Class R or Class LR Certificate
is attributable to a fixed base or foreign permanent establishment, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person.
"Disqualified Organization": Any of (a) the United States, a State
or any political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality that is a corporation if all of its activities are subject to
tax and a majority of its board of directors is not selected by any such
governmental unit), (b) a foreign government, International Organization (as
defined below) or agency or instrumentality of either of the foregoing, (c) an
organization that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by Code Section 511 on unrelated business taxable income) on any
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the
Class R or Class LR Certificates (except certain farmers' cooperatives described
in Code Section 521), (d) rural electric and telephone cooperatives described in
Code Section 1381(a)(2), or (e) any other Person so designated by the
Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause any Trust REMIC to be subject to tax or to
fail to qualify as a REMIC at any time that the Certificates are outstanding.
For the purposes of this definition, the terms "United States," "State" and
"International Organization" shall have the meanings set forth in Code Section
7701 or successor provisions.
"Distribution Accounts": Collectively, the Upper-Tier Distribution
Account, the Lower-Tier Distribution Account, the Villas Parkmerced Loan REMIC
Distribution Account and the Grantor Trust Distribution Account, all of which
may be subaccounts of a single Eligible Account.
"Distribution Date": The fourth Business Day following the related
Determination Date, commencing in April 2006.
"Distribution Date Statement": As defined in Section 4.02(a).
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicers, Special Servicer and Trustee,
which lists certain parties identified by the Depositor as having failed to
comply with their respective obligations under Article X of this Agreement or as
having failed to comply with any similar Regulation AB reporting requirements
under any pooling and servicing agreement relating to any other series of
certificates offered by the Depositor.
"Due Date": With respect to (i) any Mortgage Loan or Serviced Whole
Loan on or prior to its Maturity Date, the day of the month set forth in the
related Note on which each Monthly Payment thereon is scheduled to be first due
and (ii) any Mortgage Loan or Serviced Whole Loan after the Maturity Date
therefore or any REO Loan, the day of the month set forth in the related Note on
which each Monthly Payment on such Mortgage Loan or Serviced Whole Loan had been
scheduled to be first due.
"EDGAR": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
"Early Termination Notice Date": Any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
"Eligible Account": Any of (i) (A) an account or accounts maintained
with a depository institution or trust company the short term unsecured debt
obligations or commercial paper of which are rated at least "A-1" by S&P and
"P-1" by Moody's, in the case of accounts in which funds are held for 30 days or
less or, in the case of accounts in which funds are held for more than 30 days,
the long term unsecured debt obligations of which are rated at least "AA-" by
S&P (or "A+ if the related short-term rating is at least "A-1") and "Aa3" by
Moody's, or (B) as to which the Trustee has received written confirmation from
each of the Rating Agencies that holding funds in such account would not cause
any Rating Agency to qualify, withdraw or downgrade any of its then-current
ratings on the Certificates, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), and subject to supervision or examination by
federal and state authority, (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency would not, in and of itself, cause
a downgrade, qualification or withdrawal of the then-current ratings assigned to
the Certificates, which may be an account maintained with the Trustee or the
applicable Master Servicer, or (iv) an account or accounts maintained with PNC
Bank (A) so long as PNC Bank's long-term unsecured debt rating shall be at least
"A1" from Moody's and "A" from S&P and its short-term unsecured debt rating is
at least "A-1" from S&P (if the deposits are to be held in the account for more
than 30 days) or (B) PNC's short-term deposit or short-term unsecured debt
rating shall be at least "P-1" from Moody's and "A-1" from S&P (if the deposits
are to be held in the account for 30 days or less). Eligible Accounts may bear
interest.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.
"Environmental Report": The environmental audit report or reports
with respect to each Mortgaged Property delivered to the Mortgage Loan Sellers
in connection with the related Mortgage Loan.
"ERISA": The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
"Escrow Account": As defined in Section 3.04(b). Any Escrow Account
may be a sub-account of the related Cash Collateral Account.
"Escrow Payment": Any payment made by any Borrower to the applicable
Master Servicer pursuant to the related Mortgage, Cash Collateral Account
Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the
account of such Borrower for application toward the payment of taxes, insurance
premiums, assessments, environmental remediation and similar items in respect of
the related Mortgaged Property or related to the satisfaction of closing
conditions for the related Mortgage Loan or Serviced Whole Loan.
"Euroclear": The Euroclear System and its successors.
"Event of Default": A Master Servicer Event of Default or Special
Servicer Event of Default, as applicable.
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on and allocable to such Mortgage Loan after the Anticipated Repayment
Date allocable to the Excess Rate, including all interest accrued thereon. The
Excess Interest shall not be an asset of any Trust REMIC formed hereunder.
"Excess Liquidation Proceeds": With respect to any Mortgage Loan or
Serviced Companion Loan, the excess of (i) Net Liquidation Proceeds of such
Mortgage Loan or Serviced Companion Loan or related REO Property, over (ii) the
amount that would have been received if a principal payment and all other
amounts due in full had been made with respect to such Mortgage Loan or Serviced
Companion Loan on the Due Date immediately following the date on which such
proceeds were received.
"Excess Liquidation Proceeds Account": The segregated trust account
or sub-account created and maintained by the Trustee pursuant to Section 3.05(j)
in trust for the Certificateholders and, in the case of the Serviced Companion
Loans, the Serviced Companion Loan Noteholders, which shall be entitled "Wells
Fargo Bank, N.A., as Trustee, in trust for Holders of Deutsche Mortgage & Asset
Receiving Corporation, CD 2006-CD2 Commercial Mortgage Pass-Through Certificates
and, if applicable, Serviced Companion Loan Noteholders, Excess Liquidation
Proceeds Account." The Excess Liquidation Proceeds Account must be an Eligible
Account or a sub-account of an Eligible Account and will be an asset of the
Lower-Tier REMIC.
"Excess Prepayment Interest Shortfall": With respect to the Mortgage
Loans in the Mortgage Pool, the aggregate Prepayment Interest Shortfalls with
respect to the Mortgage Pool in excess of the Servicer Prepayment Interest
Shortfall with respect to the Mortgage Pool.
"Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"Excess Servicing Strip": The excess of the Servicing Fee Rate over
0.005% (0.50 basis points) per annum, subject to reduction by the Trustee
pursuant to Section 3.12(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exchange Act Report": A monthly Distribution Date Statement,
Comparative Financial Status Report, Delinquent Loan Status Report, Historical
Liquidation Report, Historical Loan Modification and corrected Mortgage Loan
Report, REO Status Report, Operating Statement Analysis Report, NOI Adjustment
Worksheet, Watch List, or Annual Compliance Report to be filed with the
Commission, under cover of the related form required by the Exchange Act.
"FDIC": The Federal Deposit Insurance Corporation or any successor
thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation, or any
successor thereto.
"Final Recovery Determination": With respect to any Specially
Serviced Loan, REO Loan or any Mortgage Loan subject to repurchase by the
related Mortgage Loan Seller pursuant to Section 2.03(d) or, in the case of a
Whole Loan, subject to a purchase pursuant to the applicable Co-Lender Agreement
or any Mortgage Loan or Whole Loan subject to purchase pursuant to any related
mezzanine intercreditor agreement, the recovery of all Insurance Proceeds,
Liquidation Proceeds, the related Repurchase Price and other payments or
recoveries (including proceeds of the final sale of any REO Property) which the
applicable Master Servicer (or in the case of a Specially Serviced Loan or REO
Loan, the Special Servicer), in its reasonable judgment as evidenced by a
certificate of a Servicing Officer delivered to the Trustee and the Custodian
(and the applicable Master Servicer, if the certificate is from the Special
Servicer), expects to be finally recoverable. Each Master Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination until the earlier of (i) its termination as a Master Servicer
hereunder and the transfer of such records to a successor servicer and (ii) five
years following the termination of the Trust Fund.
"Financial Market Publisher": Bloomberg Financial Service.
"FNMA": The Federal National Mortgage Association or any successor
thereto.
"Form 8-K": A Current Report on Form 8-K under the Exchange Act or
such successor form as the Commission may specify from time to time.
"Form 8-K Disclosure Information": As defined in Section 10.9.
"GACC": German American Capital Corporation, in its capacity as a
Mortgage Loan Seller, and its successors.
"GACC Defeasance Rights and Obligations": As defined in Section
3.30(m).
"GACC Indemnification Agreement": The agreement dated as of February
27, 2006 from GACC to the Depositor and the Underwriters.
"GACC Purchase Agreement": The Mortgage Loan Purchase Agreement
dated and effective the Closing Date, between GACC and the Depositor.
"Global Certificates": The Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3 and Class VPM-4 Certificates.
"Grantor Trust": As defined in the Preliminary Statement herein.
"Grantor Trust Distribution Account": The segregated trust account
or sub-account created and maintained by the Trustee pursuant to Section
3.05(c), which shall be entitled "Wells Fargo Bank, N.A., as Trustee in trust
for Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2
Commercial Mortgage Pass Through Certificates, Grantor Trust Distribution
Account," and which must be an Eligible Account or a sub-account of an Eligible
Account. The Grantor Trust Distribution Account shall not be an asset of any
Trust REMIC.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury Regulations Section 301.7701-4(c).
"Group 1 Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2A Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 2A.
"Group 2B Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 2B.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls ("PCBs"), radon gas,
petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Historical Liquidation Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Liquidation Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the applicable Master Servicer or the Special Servicer, as applicable.
"Historical Loan Modification and Corrected Mortgage Loan Report": A
report substantially in the form of, and containing the information called for
in, the downloadable form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Loan Modification and Corrected Mortgage Loan
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the applicable Master Servicer or the Special Servicer, as
applicable.
"Holder": With respect to any Certificate, a Certificateholder; with
respect to any Lower-Tier Regular Interest, the Trustee.
"Indemnification Agreements": Each of the GACC Indemnification
Agreement, PNC Bank Indemnification Agreement and CGMRC Indemnification
Agreement.
"Indemnified Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Indemnifying Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Independent": When used with respect to any specified Person, any
such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of the Depositor, the Trustee, the
applicable Master Servicer, the Special Servicer, the Directing Holder, any
Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any
such Person thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class or 35% or more of the aggregate value of all Classes of
Certificates), provided that the Trust Fund does not receive or derive any
income from such Person and the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5) (except neither the Master Servicers nor the Special Servicer
shall be considered to be an Independent Contractor under the definition in this
clause (i) unless an Opinion of Counsel (at the expense of the party seeking to
be deemed an Independent Contractor) addressed to the applicable Master Servicer
or the Special Servicer, as applicable, and the Trustee has been delivered to
the Trustee to that effect) or (ii) any other Person (including the applicable
Master Servicer and the Special Servicer) if such Master Servicer or the Special
Servicer, as applicable, on behalf of itself and the Trustee has received an
Opinion of Counsel (at the expense of the party seeking to be deemed an
Independent Contractor) to the effect that the taking of any action in respect
of any 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 (determined without regard
to the exception applicable for purposes of Section 860D(a) of the Code) or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property (provided that such income would otherwise so qualify).
"Individual Certificate": Any Certificate in definitive, fully
registered physical form without interest coupons.
"Initial Purchasers": DBS, CGM and their respective successors in
interest.
"Initial Rate": The stated Mortgage Rate with respect to an ARD
Loan.
"Initial Resolution Period": As defined in Section 2.03(d).
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D promulgated
under the Act, or an entity in which all the equity owners meet such
requirements.
"Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a Mortgage Loan or
Serviced Whole Loan (including any amounts paid by the applicable Master
Servicer pursuant to Section 3.08).
"Interest Accrual Amount": With respect to any Distribution Date and
any Class of Certificates (other than the Class S, Class VPM, Class R and Class
LR Certificates), an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate for such Class on the related Certificate
Balance or Notional Balance, as applicable, outstanding immediately prior to
such Distribution Date minus the amount of any Excess Prepayment Interest
Shortfall, allocated to such Class with respect to such Distribution Date.
Calculations of interest due in respect of the Certificates shall be made on the
basis of a 360-day year consisting of twelve 30-day months.
"Interest Accrual Period": With respect to any Distribution Date,
the calendar month immediately preceding the month in which such Distribution
Date occurs.
"Interest Reserve Account": The segregated trust account or
sub-account created and maintained by the Trustee pursuant to Section 3.05(f),
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2 Mortgage
Pass-Through Certificates, Interest Reserve Account" and which must be an
Eligible Account or a sub-account of an Eligible Account. The Interest Reserve
Account shall be an asset of the Lower-Tier REMIC with respect to mortgage loans
other than the Villas Parkmerced Mortgage Loan and of the Villas Parkmerced Loan
REMIC with respect to the Villas Parkmerced Mortgage Loan.
"Interested Person": As of any date of determination, the Depositor,
the applicable Master Servicer, Special Servicer, the Trustee, any Holder of a
Certificate, any Borrower, any Manager, any Independent Contractor engaged by
the Special Servicer pursuant to Section 3.17, or any Person known to a
Responsible Officer of the Trustee to be an Affiliate of any of them.
"Investment Account": As defined in Section 3.07(a).
"Investment Representation Letter": As defined in Section
5.02(c)(i)(A).
"IRS": The Internal Revenue Service.
"Late Collections": With respect to any Mortgage Loan or Serviced
Whole Loan, all amounts received thereon during any Collection Period (or the
related grace period), whether as payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal or interest due in respect of such Mortgage Loan or
Serviced Whole Loan (without regard to any acceleration of amounts due
thereunder by reason of default) on a Due Date in a previous Collection Period
and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property during any Collection Period
(including any grace period applicable under the original Mortgage Loan or
Serviced Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Proceeds or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to
any acceleration of amounts due under the predecessor Mortgage Loan or Serviced
Whole Loan by reason of default) on a Due Date in a previous Collection Period
and not previously recovered. The term "Late Collections" shall specifically
exclude Penalty Charges.
"Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the applicable Master Servicer, the
Special Servicer and the Trustee in connection with the liquidation of any
Mortgage Loan or Serviced Whole Loan or the liquidation of an REO Property or
the sale of any Mortgage Loan pursuant to Section 3.18 or Section 9.01
(including, without limitation, legal fees and expenses, committee or referee
fees, and, if applicable, brokerage commissions, and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan or with respect to each
Mortgage Loan as specified in clause (b) of this definition, in each case as to
which the Special Servicer obtains a full, partial or discounted payoff from the
related Borrower or Mortgage Loan Seller, as applicable, or any Liquidation
Proceeds with respect thereto (in any case, other than amounts for which a
Workout Fee has been paid, or will be payable), equal to the product of the
Liquidation Fee Rate and the proceeds of such full or discounted payoff or the
net Liquidation Proceeds (net of the related costs and expenses associated with
the related liquidation) related to such liquidated or repurchased Mortgage Loan
or Specially Serviced Loan, as the case may be; provided, however, that (a) no
such fee shall be payable with respect to clauses (iii) or (v) of the definition
of Liquidation Proceeds (except, in the case of clause (iii), to the extent a
Liquidation Fee is required to be paid pursuant to Section 3.18 hereof); no such
fee shall be payable in the case of clause (vi) of the definition of Liquidation
Proceeds unless the existing or any future related mezzanine intercreditor
agreement requires the purchaser to pay such fee; no such fee shall be payable
in the case of clause (vii) of the definition of Liquidation Proceeds except to
the extent the related Co-Lender Agreement requires the purchaser to pay such
fee, and (b) in the case of a final disposition consisting of the repurchase of
a Mortgage Loan (or related REO Loan) by the applicable Mortgage Loan Seller
pursuant to Section 2.03(d), no such fee shall be paid by a Mortgage Loan Seller
or be due to the Special Servicer if the applicable Mortgage Loan Seller
repurchases such Mortgage Loan within the time period set forth in Section
2.03(d) (and giving effect to any applicable extension period beyond the end of
the Initial Resolution Period set forth in Section 2.03(d)) and, with respect to
any Serviced Companion Loan, no such fee shall be due to the Special Servicer
under this Agreement in connection with a repurchase of such Serviced Companion
Loan under the applicable Serviced Companion Loan Securitization Agreement.
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance Proceeds
and Condemnation Proceeds and REO Revenues) received by or paid to the
applicable Master Servicer or the Special Servicer in connection with: (i) the
liquidation of a Mortgaged Property or other collateral constituting security
for a Defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Borrower in accordance with applicable law and the terms
and conditions of the related Note and Mortgage; (ii) the realization upon any
deficiency judgment obtained against a Borrower; (iii) the purchase of a
Defaulted Mortgage Loan by the Directing Certificateholder, the Special Servicer
or the Persons permitted to purchase the Villas Parkmerced Mortgage Loan
pursuant to Section 3.18; (iv) the repurchase of a Mortgage Loan (or related REO
Loan) by the applicable Mortgage Loan Seller pursuant to Section 2.03(d); (v)
the purchase of all the Mortgage Loans and all property acquired in respect of
any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a
majority of the Percentage Interests in the Controlling Class, the Special
Servicer or the applicable Master Servicer pursuant to Section 9.01; (vi) in
connection with any existing mezzanine indebtedness or any mezzanine
indebtedness that may exist on a future date, the purchase of the related
Mortgage Loan by a mezzanine lender; (vii) in the case of the Villas Parkmerced
Mortgage Loan and the Arrowhead Shopping Center Mortgage Loan, the purchase of
such Mortgage Loan by a related Serviced B Loan Noteholder, or the applicable
designee, as applicable, pursuant to the related Co-Lender Agreement; or (viii)
except for purposes of Section 3.12(c) and (d), the transfer of any Loss of
Value Payments from the Loss of Value Reserve Fund to the applicable Collection
Account.
"Litigation Control": As defined in Section 3.35.
"LNR": LNR Partners, Inc., in its capacity as Special Servicer under
this Agreement.
"LNR Cure Period": The period commencing on the date when the LNR
10-K Notice is delivered to LNR Partners, Inc. and ending at 5:00 p.m. (New York
time) on the earlier of (i) three business days after the delivery of the LNR
10-K Notice or (ii) the third business day prior to the 10-K Filing Deadline.
"LNR 10-K Notice": As defined in Section 10.16(d) hereof.
"Loan Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, the loan agreement, if any, between the related Originator and the
Borrower, pursuant to which such Mortgage Loan was made.
"Loan Documents": With respect to any Mortgage Loan or Serviced
Whole Loan, the documents executed or delivered in connection with the
origination of such Mortgage Loan or Serviced Whole Loan or subsequently added
to the related Mortgage File.
"Loan Group": Either Loan Group 1, Loan Group 2A or Loan Group 2B.
"Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.
"Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 1.
"Loan Group 2A": Collectively, all of the Mortgage Loan that are
Group 2A Mortgage Loans and any successor REO Loans with respect thereto.
"Loan Group 2A Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2A.
"Loan Group 2B": Collectively, all of the Mortgage Loan that are
Group 2B Mortgage Loans and any successor REO Loans with respect thereto.
"Loan Group 2B Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2B.
"Loan Level Reserve/LOC Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Level Reserve/LOC Report" available as of the Closing Date on the CMSA
Website, or such other final form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Loan Level Reserve/LOC Report"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the applicable Master Servicer or the Special Servicer, as applicable.
"Loan Number": With respect to any Mortgage Loan, the loan number by
which such Mortgage Loan was identified on the books and records of the
Depositor or any sub-servicer for the Depositor, as set forth in the Mortgage
Loan Schedule.
"Loan Seller Sub-Servicer": A Servicing Function Participant or
Sub-Servicer required to be retained by either Master Servicer or the Special
Servicer by a Mortgage Loan Seller, as listed on Exhibit W hereto.
"Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to the related Loan Documents to
receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan or Serviced Whole Loan and Section 3.07, which
Person shall be taxed on all reinvestment income or gain thereon. The applicable
Master Servicer shall be permitted to make withdrawals therefrom for deposit
into the related Cash Collateral Accounts in accordance with the terms of the
related Mortgage Loan.
"Lock-Box Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, the lock-box agreement, if any, between the related Originator and
the Borrower, pursuant to which the related Lock-Box Account, if any, may have
been established.
"Loss of Value Payment": As defined in Section 2.03(d).
"Loss of Value Reserve Fund": The "outside reserve fund" (within the
meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant
to Section 3.05(e) of this Agreement. The Loss of Value Reserve Fund will be
part of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.
"Lower-Tier Distribution Account": The segregated trust account or
sub-account created and maintained by the Trustee pursuant to Section 3.05(b),
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2
Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account"
and which must be an Eligible Account or a sub-account of an Eligible Account.
The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.
"Lower-Tier Distribution Amount": The sum of the Pooled Lower-Tier
Distribution Amount and the Class VPM Loan REMIC Distribution Amount held in the
Lower-Tier REMIC.
"Lower-Tier Principal Balance": With respect to any Class of
Lower-Tier Regular Interest, initially will equal the original principal balance
set forth in the Preliminary Statement herein, and from time to time will equal
such amount reduced by (i) in the case of any Pooled Lower-Tier Regular
Interest, the amount of distributions of the Pooled Lower-Tier Distribution
Amount allocable to principal and Realized Losses allocable thereto in all prior
periods as described in Section 4.01(a)(ii) and 4.01(f) hereof and (ii) in the
case of any Class VPM Lower-Tier Regular Interest, the amount of distributions
of the Class VPM Loan REMIC Distribution Amount allocable to principal and
Realized Losses allocable thereto in all prior periods as described in Section
4.01A(a)(ii) and 4.01A(e) hereof.
"Lower-Tier Regular Interests": The Class A-1L Interest, the Class
A-2L Interest, the Class A-3L Interest, the Class A-ABL Interest, the Class A-4L
Interest, the Class A-ML Interest, the Class A-JL Interest, the Class B-L
Interest, the Class C-L Interest, the Class D-L Interest, the Class E-L
Interest, the Class F-L Interest, the Class G-L Interest, the Class H-L
Interest, the Class J-L Interest, the Class K-L Interest, the Class L-L
Interest, the Class M-L Interest, the Class N-L Interest, the Class O-L
Interest, the Class P-L Interest, the Class Q-L Interest, the Class VPM-1-L
Interest, the Class VPM-2-L Interest, the Class VPM-3-L Interest and the Class
VPM-4-L Interest, issued by the Lower-Tier REMIC and held by the Trustee as
assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) relates to
a Class of Certificates (other than the Class R, Class LR, Class X and Class S
Certificates), (ii) is uncertificated, (iii) has an initial Lower-Tier Principal
Balance equal to the original Lower-Tier Principal Balance set forth in the
Preliminary Statement herein, (iv) has a Pass-Through Rate equal to the Weighted
Average Net Mortgage Pass-Through Rate (other than in the case of the Class
VPM-1-L, Class VPM-2-L, Class VPM-3-L and Class VPM-4-L Interests, which have
the related Component Loan Remittance Rate set forth in the Preliminary
Statement), (v) has a "latest possible maturity date," within the meaning of
Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution
Date and (vi) is entitled to the distributions in the amounts and at the times
specified in Section 4.01(a)(ii) and Section 4.01(c).
"Lower-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Mortgage Loans (exclusive of Excess Interest and other than
the Villas Parkmerced Mortgage Loan), the Villas Parkmerced Loan REMIC Regular
Interests, collections thereon, the Trust's interest in any REO Property
acquired in respect thereof, amounts related thereto held from time to time in
the applicable Collection Account and the Lower-Tier Distribution Account, the
REO Account (to the extent of the Trust Fund's interest therein), the Interest
Reserve Account, amounts held from time to time and the Excess Liquidation
Proceeds Account (to the extent of the Trust Fund's interest therein) in respect
thereof, and all other property included in the Trust Fund that is not in the
Villas Parkmerced Loan REMIC, the Upper-Tier REMIC or the Grantor Trust.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Mortgage Loan or
Serviced Whole Loan, the Management Agreement, if any, by and between the
Manager and the related Borrower, or any successor Management Agreement between
such parties.
"Manager": With respect to any Mortgage Loan or Serviced Whole Loan,
any property manager for the related Mortgaged Properties.
"Master Servicer Event of Default": As defined in Section 7.01(a).
"Master Servicers": Midland Loan Services, Inc., a Delaware
corporation, and/or Wachovia Bank, National Association, a national banking
association, or any successor Master Servicer appointed as herein provided.
"Master Servicing Fee": With respect to each Mortgage Loan, but
excluding any Serviced B Loans and for any Distribution Date, an amount per
Interest Accrual Period equal to the product of (i) the respective Master
Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan
as of the Due Date in the immediately preceding Collection Period (without
giving effect to payments of principal on such Mortgage Loan on such Due Date).
For the avoidance of doubt, with respect to any B Loan, no Master Servicing Fee
shall accrue on the Stated Principal Balance thereof but a Master Servicing Fee
shall accrue on the Villas Parkmerced Non-Pooled Trust Component.
"Master Servicing Fee Rate": With respect to each Mortgage Loan, the
rate per annum set forth on Exhibit B-2.
"Material Breach": As defined in Section 2.03(d).
"Material Defect": As defined in Section 2.03(d).
"Maturity Date": With respect to any Mortgage Loan or Serviced
Companion Loan as of any date of determination, the date on which the last
payment of principal is due and payable under the related Note, after taking
into account all Principal Prepayments received prior to such date of
determination, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan or Serviced Companion Loan by reason of default
thereunder or (ii) any grace period permitted by the related Note.
"Modified Mortgage Loan": Any Specially Serviced Loan which has been
modified by the Special Servicer pursuant to Section 3.30 in a manner that:
(a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing current
Monthly Payments with respect to such Mortgage Loan or Serviced Companion
Loan), including any reduction in the Monthly Payment;
(b) except as expressly contemplated by the related Mortgage,
results in a release of the lien of the Mortgage on any material portion
of the related Mortgaged Property without a corresponding Principal
Prepayment in an amount not less than the fair market value (as is), as
determined by an Appraisal delivered to the Special Servicer (at the
expense of the related Borrower and upon which the Special Servicer may
conclusively rely), of the property to be released; or
(c) in the good faith and reasonable judgment of the Special
Servicer, otherwise materially impairs the security for such Mortgage Loan
or Serviced Companion Loan or reduces the likelihood of timely payment of
amounts due thereon.
"Monthly Payment": With respect to any Mortgage Loan or Serviced
Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly
payment of principal, if any, and interest at the Mortgage Rate, excluding any
Balloon Payment (but not excluding any constant Monthly Payment due on a Balloon
Loan), which is payable by the related Borrower on such Due Date under the
related Note, excluding any Excess Interest. With respect to an REO Loan, the
monthly payment that would otherwise have been payable on the related Due Date
had the related Note not been discharged, determined as set forth in the
preceding sentence and on the assumption that all other amounts, if any, due
thereunder are paid when due.
"Moody's": Moody's Investors Service, Inc., and its successors in
interest.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on or first priority ownership interest in a Mortgaged Property
securing a Note.
"Mortgage File": With respect to any Mortgage Loan or Serviced
Companion Loan, collectively, the mortgage documents listed in Section
2.01(a)(i) through (xx) pertaining to such particular Mortgage Loan or Serviced
Companion Loan and any additional documents required to be added to such
Mortgage File pursuant to the express provisions of this Agreement.
"Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund including, without limitation, the Villas Parkmerced Non-Pooled Trust
Component. The mortgage loans originally so transferred, assigned and held are
identified on the Mortgage Loan Schedule as of the Closing Date. Such term shall
include any REO Loan, Specially Serviced Loan or any Mortgage Loan that has been
defeased in whole or in part. Such term shall not include the Serviced Companion
Loans but shall include the Serviced Mortgage Loans.
"Mortgage Loan Purchase Agreements": Each of the GACC Purchase
Agreement, the CGMRC Purchase Agreement and the PNC Bank Purchase Agreement.
"Mortgage Loan Schedule": The list of Mortgage Loans included in the
Trust Fund as of the Closing Date being attached hereto as Exhibit B-1, which
list shall set forth the following information with respect to each Mortgage
Loan:
(a) the loan number;
(b) the street address (including city, state and zip code) of the
related Mortgaged Property;
(c) the Mortgage Rate in effect as of the Cut-off Date;
(d) the original principal balance;
(e) the Stated Principal Balance as of the Cut-off Date;
(f) the Maturity Date or Anticipated Repayment Date for each
Mortgage Loan;
(g) the Due Date;
(h) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(i) [Reserved];
(j) the Servicing Fee Rate;
(k) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(l) whether such Mortgage Loan has a hard lock-box, a springing hard
lock-box, a soft-at-closing, springing hard lock-box or no lock-box at
all;
(m) identifying any Mortgage Loans with which any such Mortgage
Loans are cross-collateralized;
(n) the applicable Loan Group to which such Mortgage Loan belongs;
(o) the number of units, pads, rooms or square feet with respect to
each Mortgaged Property;
(p) whether such Mortgage Loan has an Anticipated Repayment Date;
and
(q) the Revised Rate of such Mortgage Loan, if any.
Such list may be in the form of more than one list, collectively setting forth
all of the information required. A comparable list shall be prepared with
respect to each Serviced Companion Loan.
"Mortgage Loan Sellers": Each of GACC, CGMRC and PNC Bank.
"Mortgage Pool": All of the Mortgage Loans and any successor REO
Loans, collectively. The Mortgage Pool does not include the Serviced Companion
Loans, any related REO Loans or the Villas Parkmerced Non-Pooled Trust
Component.
"Mortgaged Property": The underlying property securing a Mortgage
Loan including any REO Property, consisting of a fee simple estate, and, with
respect to certain Mortgage Loans, a leasehold estate or both a leasehold estate
and a fee simple estate, or a leasehold estate in a portion of the property and
a fee simple estate in the remainder, in a parcel of land improved by a
commercial property, together with any personal property, fixtures, leases and
other property or rights pertaining thereto.
"Mortgage Rate": With respect to each Mortgage Loan (or related
Villas Parkmerced Loan Component), Serviced Companion Loan and any Interest
Accrual Period, the annual rate at which interest accrues on such Mortgage Loan,
Serviced Companion Loan or Villas Parkmerced Loan Component during such period
(in the absence of a default and excluding any Excess Interest), as set forth in
the related Note from time to time. The "Mortgage Rate" for purposes of
calculating the Net Mortgage Pass-Through Rate and the Weighted Average Net
Mortgage Pass-Through Rate shall be the Mortgage Rate of such Mortgage Loan,
Serviced Companion Loan or Villas Parkmerced Loan Component without giving
effect to any Default Rate or any Excess Interest and without taking into
account any reduction in the interest rate by a bankruptcy court pursuant to a
plan of reorganization or pursuant to any of its equitable powers or a reduction
in interest or principal due to a modification pursuant to Section 3.31, 3.32 or
3.34 hereof, as applicable.
"Net Condemnation Proceeds": Condemnation Proceeds, to the extent
such proceeds are not to be applied to the restoration, preservation or repair
of the related Mortgaged Property or released to the Borrower in accordance with
the express requirements of the Mortgage or Note or other documents included in
the Mortgage File or in accordance with the Servicing Standard.
"Net Default Interest": With respect to any Distribution Date, an
amount equal to the sum of (i) the amount of the aggregate collected Default
Interest allocable to the Mortgage Loans received during the preceding
Collection Period, minus (ii) any portions thereof withdrawn (A) from the
applicable Collection Account pursuant to Section 3.06(b)(ix) for Advance
Interest Amounts and unreimbursed Additional Trust Fund Expenses incurred during
or prior to such Collection Period and (B) from each Serviced Whole Loan
Collection Account pursuant to Section 3.06(c)(ix) for Advance Interest Amounts
and unreimbursed Additional Trust Fund Expenses incurred during such Collection
Period.
"Net Insurance Proceeds": Insurance Proceeds, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Borrower in accordance with the express requirements
of the Mortgage or Note or other documents included in the Mortgage File or in
accordance with prudent and customary servicing practices.
"Net Liquidation Proceeds": The Liquidation Proceeds received with
respect to any Mortgage Loan or Serviced Whole Loan net of the amount of (i)
Liquidation Expenses incurred with respect thereto and, (ii) with respect to
proceeds received in connection with the taking of a Mortgaged Property (or
portion thereof) by the power of eminent domain in condemnation, amounts
required to be applied to the restoration or repair of the related Mortgaged
Property.
"Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan,
Serviced Companion Loan or Villas Parkmerced Loan Component and any Distribution
Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan,
Serviced Companion Loan or Villas Parkmerced Loan Component, minus, for any such
Mortgage Loan, Serviced Companion Loan or Villas Parkmerced Loan Component, the
aggregate of the applicable Servicing Fee Rate and Trustee Fee Rate; provided,
however, that for purposes of calculating Pass-Through Rates, the Net Mortgage
Pass-Through Rate for any Mortgage Loan, Serviced Companion Loan or Villas
Parkmerced Loan Component will be determined without regard to any modification,
waiver or amendment of the terms of such Mortgage Loan, Serviced Companion Loan
or Villas Parkmerced Loan Component, whether agreed to by the applicable Master
Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the Borrower.
Notwithstanding the foregoing, if any such Mortgage Loan or Villas
Parkmerced Loan Component does not accrue interest on the basis of a 360-day
year consisting of twelve 30-day months, then the "Net Mortgage Pass-Through
Rate" of such Mortgage Loan or Villas Parkmerced Loan Component for any Interest
Accrual Period will be the annualized rate at which interest would have to
accrue in respect of such Mortgage Loan or Villas Parkmerced Loan Component on
the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued in respect of such
Mortgage Loan or Villas Parkmerced Loan Component at the related Mortgage Rate
less the Servicing Fee Rate and the Trustee Fee Rate during such Interest
Accrual Period; provided, however, that with respect to each such Mortgage Loan
or Villas Parkmerced Loan Component, the Mortgage Rate for the one-month period
(i) preceding the Due Dates in (a) January and February in each year that is not
a leap year or (b) February only in each year that is a leap year will be
determined exclusive of the amounts withheld from that month and (ii) preceding
the Due Date in March, will be determined inclusive of the Withheld Amounts from
the immediately preceding February and, if applicable, January.
"Net Prepayment Interest Excess": The excess amount, if any, that
the aggregate of all Prepayment Interest Excess for all Mortgage Loans that the
applicable Master Servicer is servicing exceeds the aggregate of all Prepayment
Interest Shortfalls for such Mortgage Loans as of any Distribution Date.
"Net Prepayment Interest Shortfall": With respect to the Mortgage
Loans that the applicable Master Servicer is servicing, the aggregate Prepayment
Interest Shortfalls on such Mortgage Loans in excess of the Servicer Prepayment
Interest Shortfall on such Mortgage Loans.
"Net REO Proceeds": With respect to each REO Property, REO Proceeds
with respect to such REO Property net of any insurance premiums, taxes,
assessments and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.17(b) of this Agreement.
"New Lease": Any lease of REO Property entered into on behalf of the
Villas Parkmerced Loan REMIC or the Lower-Tier REMIC, as applicable, if such
REMIC has the right to renegotiate the terms of such lease, including any lease
renewed or extended on behalf of such REMIC.
"NOI Adjustment Worksheet": A report substantially in the form of,
and containing the information called for in, the downloadable form of the "NOI
Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "NOI Adjustment Worksheet" available as of the Closing Date on
the CMSA Website, is acceptable to the applicable Master Servicer or the Special
Servicer, as applicable.
"Non-Pooled Trust Component": The Villas Parkmerced Non-Pooled Trust
Component.
"Non-U.S. Person": A person that is not a U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance,
Nonrecoverable Property Advance or Nonrecoverable Workout-Delayed Reimbursement
Amounts.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable judgment of the applicable Master Servicer, the Special Servicer, in
each case in accordance with the Servicing Standard, or the Trustee, as
applicable, would not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance
Proceeds, Liquidation Proceeds and other collections on or in respect of the
related Mortgage Loan or REO Loan, which shall be evidenced by an officer
certificate as provided by Section 4.07(c). In the case of a
Cross-Collateralized Mortgage Loan, such recoverability determination shall take
into account the cross collateralization of the related Cross-Collateralized
Mortgage Loan.
"Nonrecoverable Property Advance": Any Property Advance previously
made or proposed to be made in respect of a Mortgage Loan or the Serviced Whole
Loan or any REO Property that, in the reasonable judgment of the applicable
Master Servicer, the Special Servicer, in each case in accordance with the
Servicing Standard, or the Trustee, as applicable, would not be ultimately
recoverable, together with any accrued and unpaid interest thereon, from late
payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
other collections on or in respect of the related Mortgage Loan, REO Loan or
Serviced Whole Loan, which shall be evidenced by an officer certificate as
provided by Section 3.24(d). In the case of a cross-collateralized Mortgage
Loan, such recoverability determination shall take into account the cross
collateralization of the related cross-collateralized Mortgage Loan.
"Nonrecoverable Workout-Delayed Reimbursement Amounts": Any
Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Property Advances
or Nonrecoverable P&I Advances, as applicable, and taking into account factors
such as all other outstanding Advances, either (a) has determined that such
Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from
late payments or any other recovery on or in respect of the related Mortgage
Loan or Serviced Loan or REO Loans or (b) has determined that such
Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along
with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances, out of the principal portion of future collections on all of the
Mortgage Loans and REO Properties, from general principal collections in the
Collections Account.
"Note": With respect to any Mortgage Loan or Serviced Companion Loan
as of any date of determination, the note or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Borrower under such Mortgage
Loan or Serviced Companion Loan including any amendments or modifications, or
any renewal or substitution notes, as of such date.
"Notice of Termination": Any of the notices given to the Trustee and
the applicable Master Servicer by the Certificateholder owning a majority of the
Percentage Interests in the Controlling Class, the Special Servicer or the
applicable Master Servicer pursuant to Section 9.01(c).
"Notional Amount" or "Notional Balance": As of any date of
determination: (i) with respect to all of the Class X Certificates as a Class,
the Class X Notional Amount as of such date of determination; and (ii) with
respect to any Class X Certificate, the product of the Percentage Interest
evidenced by such Certificate and the Class X Notional Amount as of such date of
determination.
"Officer's Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President
(however denominated) and by the Treasurer, the Secretary, one of the Assistant
Treasurers or Assistant Secretaries, any Trust Officer or other officer of the
applicable Master Servicer, Special Servicer or Additional Servicer customarily
performing functions similar to those performed by any of the above designated
officers, any Servicing Officer and also with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject, or an authorized
officer of the Depositor, and delivered to the Depositor, the Trustee, the
Special Servicer or the applicable Master Servicer, as the case may be.
"Operating Statement Analysis Report": A report substantially in the
form of, and contain the information called for in, the downloadable form of the
"Operating Statement Analysis Report" available as of the Closing Date on the
CMSA Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage-backed securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Operating
Statement Analysis Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the applicable Master Servicer or the Special
Servicer, as applicable.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be counsel for the Depositor, the Special Servicer or the applicable
Master Servicer, as the case may be, acceptable to the Trustee, except that any
opinion of counsel relating to (a) qualification of the Villas Parkmerced Loan
REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or the imposition
of tax under the REMIC Provisions on any income or property of any REMIC, (b)
compliance with the REMIC Provisions (including application of the definition of
"Independent Contractor"), (c) qualification of the Grantor Trust as a grantor
trust or (d) a resignation of the applicable Master Servicer or the Special
Servicer pursuant to Section 6.04, must be an opinion of counsel who is
Independent of the Depositor and such Master Servicer.
"Originator": Any of (i) the Mortgage Loan Sellers, and (ii) with
respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator
of such Mortgage Loan.
"Other Indemnified Parties": As defined in Section 6.07.
"Ownership Interest": Any record or beneficial interest in a Class R
or Class LR Certificate.
"P&I Advance": As to any Mortgage Loan, any advance made by the
applicable Master Servicer or the Trustee pursuant to Section 4.07. Each
reference to the payment or reimbursement of a P&I Advance shall be deemed to
include, whether or not specifically referred to and without duplication,
payment or reimbursement of interest thereon at the Advance Rate from and
including the date of the making of such P&I Advance to and including the date
of payment or reimbursement.
"P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day prior to such Distribution Date.
"Pass-Through Rate": With respect to each Class of Certificates
(other than the Class S, Class R and Class LR Certificates), the rate for such
Class as set forth below:
Class Pass-Through Rate
- ------------------------------------------------
Class A-1........ Class A-1 Pass-Through Rate
Class A-2........ Class A-2 Pass-Through Rate
Class A-3........ Class A-3 Pass-Through Rate
Class A-AB....... Class A-AB Pass-Through Rate
Class A-4........ Class A-4 Pass-Through Rate
Class A-1A....... Class A-1A Pass-Through Rate
Class A-1B....... Class A-1B Pass-Through Rate
Class X.......... Class X Pass-Through Rate
Class A-M........ Class A-M Pass-Through Rate
Class A-J........ Class A-J Pass-Through Rate
Class B.......... Class B Pass-Through Rate
Class C.......... Class C Pass-Through Rate
Class D.......... Class D Pass-Through Rate
Class E.......... Class E Pass-Through Rate
Class F.......... Class F Pass-Through Rate
Class G.......... Class G Pass-Through Rate
Class H.......... Class H Pass-Through Rate
Class J.......... Class J Pass-Through Rate
Class K.......... Class K Pass-Through Rate
Class L.......... Class L Pass-Through Rate
Class M.......... Class M Pass-Through Rate
Class N.......... Class N Pass-Through Rate
Class O.......... Class O Pass-Through Rate
Class P.......... Class P Pass-Through Rate
Class Q.......... Class Q Pass-Through Rate
Class VPM-1...... Class VPM-1 Pass-Through Rate
Class VPM-2...... Class VPM-2 Pass-Through Rate
Class VPM-3...... Class VPM-3 Pass-Through Rate
Class VPM-4...... Class VPM-4 Pass-Through Rate
With respect to each Class of Lower-Tier Regular Interests (other
than the Class VPM Lower-Tier Regular Interests), the Weighted Average Net
Mortgage Pass-Through Rate. With respect to each of the Class VPM-1-L, Class
VPM-2-L, Class VPM-3-L and Class VPM-4-L Interests and the Class VPM-P, Class
VPM-1-NP, Class VMP-2-NP, Class VPM-3-NP and Class VPM-4-NP Interests, the Net
Mortgage Pass-Through Rate for the corresponding Villas Parkmerced Loan
Component.
"Paying Agent": The paying agent appointed pursuant to Section 5.04.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan or Serviced
Companion Loan (or successor REO Loan), any amounts collected thereon that
represent late payment charges or Default Interest, other than a Yield
Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate (other than the Class S
Certificate), the percentage interest evidenced thereby in distributions
required to be made with respect to the related Class. With respect to any
Certificate (except the Class S, Class R and Class LR Certificates), the
percentage interest is equal to the initial denomination of such Certificate
divided by the initial Certificate Balance or Notional Balance, as applicable,
of such Class of Certificates. With respect to any Class S, Class R or Class LR
Certificate, the percentage interest is set forth on the face thereof.
"Performing Loan": A Mortgage Loan or Serviced Whole Loan that is
not a Specially Serviced Loan or REO Loan.
"Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day preceding the date upon which such funds are required to
be drawn, regardless of whether issued by the Depositor, the applicable Master
Servicer, the Special Servicer, the Trustee or any of its respective Affiliates
and having at all times the required ratings, if any, provided for in this
definition, unless each Rating Agency shall have confirmed in writing to such
Master Servicer that a lower rating would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then-current ratings assigned to
the Certificates:
(a) direct obligations of, or obligations fully guaranteed as to
payment of principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the full
faith and credit of the United States of America including, without
limitation, obligations of the U.S. Treasury (all direct or fully
guaranteed obligations), the Farmers Home Administration (certificates of
beneficial ownership), the General Services Administration (participation
certificates), the U.S. Maritime Administration (guaranteed Title XI
financing), the Small Business Administration (guaranteed participation
certificates and guaranteed pool certificates), the U.S. Department of
Housing and Urban Development (local authority bonds) and the Washington
Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
however, that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity, which
cannot vary or change, (B) if bearing a variable rate of interest, have
its interest rate tied to a single interest rate index plus a fixed spread
(if any) and move proportionately with that index, and (C) not be subject
to liquidation prior to its maturity;
(b) Federal Housing Administration debentures;
(c) obligations of the following United States government sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm
Credit System (consolidated systemwide bonds and notes), the Federal Home
Loan Banks (consolidated debt obligations), the Federal National Mortgage
Association (debt obligations), the Student Loan Marketing Association
(debt obligations), the Financing Corp. (debt obligations), and the
Resolution Funding Corp. (debt obligations); provided, however, that each
investment described in this clause must (A) have a predetermined fixed
dollar amount of principal due at maturity, which cannot vary or change,
(B) if bearing a variable rate of interest, its interest rate tied to a
single interest rate index plus a fixed spread (if any) and move
proportionately with that index, and (C) not be subject to liquidation
prior to their maturity;
(d) federal funds, unsecured certificates of deposit, time or
similar deposits, bankers' acceptances and repurchase agreements, with
maturities of not more than 365 days, of any bank, the short term
obligations of which are rated in the highest short term rating category
by each Rating Agency or, if not rated by S&P or Moody's, as applicable,
otherwise acceptable to S&P or Moody's, as applicable, and in each case as
confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then-current
ratings assigned to the Certificates; provided, however, that the
investment described in this clause must (A) have a predetermined fixed
dollar amount of principal due at maturity, which cannot vary or change,
(B) if bearing a variable rate of interest, have its interest rate tied to
a single interest rate index plus a fixed spread (if any) and move
proportionately with that index, and (C) not be subject to liquidation
prior to its maturity;
(e) fully Federal Deposit Insurance Corporation-insured demand and
time deposits in, or certificates of deposit of, or bankers' acceptances
issued by, any bank or trust company, savings and loan association or
savings bank, and, if such demand and time deposits in, or certificates of
deposit of, or bankers' acceptances are not fully insured by the Federal
Deposit Insurance Corporation, the short term obligations of such bank or
trust company, savings and loan association or savings bank are rated in
the highest short term rating category by each Rating Agency or, if not
rated by S&P or Moody's, as applicable, otherwise acceptable to S&P or
Moody's, as applicable, and in each case as confirmed in writing that such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates; provided, however, that each investment described in this
clause must (A) have a predetermined fixed dollar amount of principal due
at maturity, which cannot vary or change, (B) if bearing a variable rate
of interest, its interest rate tied to a single interest rate index plus a
fixed spread (if any) and move proportionately with that index, and (C)
not be subject to liquidation prior to their maturity;
(f) debt obligations with maturities of not more than 365 days rated
in the highest long-term unsecured rating category by each Rating Agency
or, if not rated by S&P or Moody's, as applicable, otherwise acceptable to
S&P or Moody's, as applicable, and in each case as confirmed in writing
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates; provided, however, that each investment described in this
clause must (A) have a predetermined fixed dollar amount of principal due
at maturity, which cannot vary or change, (B) if bearing a variable rate
of interest, have its interest rate tied to a single interest rate index
plus a fixed spread (if any) and move proportionately with that index, and
(C) not be subject to liquidation prior to its maturity;
(g) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance thereof)
with maturities of not more than 365 days and that is rated in the highest
short-term unsecured debt rating by each Rating Agency or, if not rated by
S&P or Moody's, as applicable, otherwise acceptable to S&P or Moody's, as
applicable, and in each case as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates;
provided, however, that each investment described in this clause must (A)
have a predetermined fixed dollar amount of principal due at maturity,
which cannot vary or change, (B) if bearing a variable rate of interest,
have its interest rate tied to a single interest rate index plus a fixed
spread (if any) and move proportionately with that index, and (C) not be
subject to liquidation prior to their maturity;
(h) units of taxable money market mutual funds, issued by regulated
investment companies, which seek to maintain a constant net asset value
per share (including the Federated Prime Obligation Money Market Fund (the
"Fund")) so long as any such fund is rated in the highest short-term
unsecured debt ratings category by each Rating Agency or, if not rated by
S&P or Moody's, as applicable, otherwise acceptable to S&P or Moody's, as
applicable, and in each case as confirmed in writing that such investment
would not, in and of itself, result in a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates; and
(i) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided that
each Rating Agency has confirmed in writing to the applicable Master
Servicer, Special Servicer or Trustee, as applicable, that such investment
would not, in and of itself, result in a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates.
provided, however, that no instrument or security shall be a Permitted
Investment (a) unless such instrument is a "cash flow investment" earning a
passive return in the nature of interest pursuant to Code Section 860G(a)(6) or
(b) if (i) such instrument or security evidences a right to receive only
interest payments or (ii) the right to receive principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of
120% of the yield to maturity at par of such underlying investment or (c) if it
may be redeemed of a price below the purchase price. No Permitted Investment may
be purchased at a price in excess of par or sold prior to maturity if such sale
would result in a loss of principal or a tax on a prohibited transaction under
Section 860F of the Code.
"Permitted Transferee": With respect to a Class R or Class LR
Certificate, any Person or agent thereof that is a Qualified Institutional
Buyer, an Affiliated Person or an Institutional Accredited Investor, other than
(a) a Disqualified Organization, (b) any other Person so designated by the
Certificate Registrar who is unable to provide an Opinion of Counsel (provided
at the expense of such Person or the Person requesting the Transfer) to the
effect that the Transfer of an Ownership Interest in any Class R or Class LR
Certificate to such Person will not cause any Trust REMIC to fail to qualify as
a REMIC at any time that the Certificates are outstanding, (c) a Person that is
a Disqualified Non-U.S. Person and (d) a Plan or any Person investing the assets
of a Plan.
"Person": Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 5.02(k).
"PNC Bank": PNC Bank, National Association.
"PNC Bank Indemnification Agreement": The agreement dated as of
February 27, 2006 from PNC to the Depositor and the Underwriters.
"PNC Bank Purchase Agreement": The Mortgage Loan Purchase Agreement,
dated and effective the Closing Date, between PNC Bank and the Depositor.
"PNC Mortgage Loans": The Mortgage Loans transferred to the Trust
pursuant to the PNC Bank Purchase Agreement.
"Pooled Lower-Tier Distribution Amount": As defined in Section
4.01(a)(ii).
"Pooled Lower-Tier Regular Interests": All Lower-Tier Regular
Interests other than the Class VPM Lower-Tier Regular Interests.
"Pooled Regular Certificates": All Classes of Certificates other
than the Class VPM Certificates, Class S Certificates, Class LR Certificates and
Class R Certificates.
"Prepayment Assumption": The assumption that (i) each Mortgage Loan
(other than an ARD Loan) does not prepay prior to its respective Maturity Date
and (ii) each ARD Loan prepays on its Anticipated Repayment Date.
"Prepayment Date": As defined in Section 2.03(d).
"Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans that the applicable
Master Servicer is servicing, were subject to Principal Prepayment in full or in
part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation
Proceeds, as applicable, were received by the applicable Master Servicer or
Special Servicer for application to such Mortgage Loans, in each case after the
Due Date in the month of such Distribution Date and on or prior to the related
Determination Date, the amount of interest accrued at the Mortgage Rate for such
Mortgage Loans on the amount of such Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds and Condemnation Proceeds after the Due Date relating to
such Collection Period and accruing in the manner set forth in the related Loan
Documents, to the extent such interest is collected by the applicable Master
Servicer or the Special Servicer (without regard to any Prepayment Premium,
Yield Maintenance Charge or Excess Interest actually collected).
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that the applicable Master Servicer is Servicing
that was subject to a Principal Prepayment in full or in part and which did not
include a full month's interest, or as to which Insurance Proceeds, Liquidation
Proceeds or Condemnation Proceeds, as applicable, were received by the
applicable Master Servicer or Special Servicer for application to such Mortgage
Loan, in each case after the Due Date in the calendar month preceding such
Distribution Date but prior to the Due Date in the related Collection Period,
the amount of interest that would have accrued at the Net Mortgage Pass-Through
Rate for such Mortgage Loan on the amount of such Principal Prepayment,
Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the
period commencing on the date as of which such Principal Prepayment, Insurance
Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were
applied to the unpaid principal balance of the Mortgage Loan and ending on (and
including) the day immediately preceding such Due Date (without regard to any
Prepayment Premium, Yield Maintenance Charge or Excess Interest actually
collected). For purposes of calculating any Prepayment Interest Shortfall that
is otherwise allocable to the Class VPM Certificates, such shortfall shall only
consist of any Prepayment Interest Shortfall that resulted from a Principal
Prepayment on the Villas Parkmerced Mortgage Loan that was not offset by any
related payment deposited by the Midland Master Servicer pursuant to Section
3.19(c) of this Agreement in connection therewith. For purposes of allocating
any Prepayment Interest Shortfall for the Villas Parkmerced Mortgage Loan, if
any, for each Distribution Date, such amount shall be allocated first to the
Class VPM-4, Class VPM-3, Class VPM-2 and Class VPM-1 Certificates (and to the
Corresponding Lower-Tier Regular Interests and corresponding Villas Parkmerced
Loan REMIC Regular Interests), in that order, in each case up to an amount equal
to the lesser of (i) any such Prepayment Interest Shortfall and (ii) the
Interest Distribution Amount in respect of such Class VPM Certificates (or such
Villas Parkmerced Loan REMIC Regular Interest or Lower-Tier Regular Interest),
and, thereafter, if and to the extent that any portion of such Prepayment
Interest Shortfall remains unallocated, among the Pooled Regular Certificates
(as described in the definition of Interest Distribution Amount) and to the
Lower-Tier Regular Interests (other than the Class VPM Lower-Tier Regular
Interests) as set forth in Section 4.01(a)(ii) and Section 4.01A(d).
"Prepayment Premium": Any premium, fee or other additional amount
(other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or
Serviced Companion Loan by a Borrower as the result of a Principal Prepayment
thereon, not otherwise due thereon, in respect of principal or interest, which
is intended to compensate the holder of the related Note for prepayment.
"Primary Servicing Fee Rate": With respect to each Mortgage Loan or
Serviced Companion Loan, the rate per annum set forth on Exhibit B-2.
"Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of The Wall Street Journal, Eastern edition (or, if such section or
publication is no longer available, such other comparable publication as
determined by the Trustee in its reasonable discretion) as may be in effect from
time to time, or, if the "Prime Rate" no longer exists, such other comparable
rate (as determined by the Trustee in its reasonable discretion) as may be in
effect from time to time. The Trustee shall notify in writing each Master
Servicer and the Special Servicer with regard to any determination of the Prime
Rate in accordance with the parenthetical in the preceding sentence.
"Principal Balance Certificate": The Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P and Class Q Certificates.
"Principal Distribution Amount": For any Distribution Date, an
amount equal to (i) the sum of:
(a) the principal component of all scheduled Monthly Payments (other
than Balloon Payments) due on the Mortgage Loans (other than the Villas
Parkmerced Mortgage Loan) on the related Due Date (if received during the
related Collection Period or advanced);
(b) the principal component of all Assumed Scheduled Payments due on
the related Due Date (if received during the related Collection Period or
advanced) with respect to any Mortgage Loan (other than the Villas
Parkmerced Mortgage Loan) that is delinquent in respect of its Balloon
Payment;
(c) the Stated Principal Balance of each Mortgage Loan (other than
the Villas Parkmerced Mortgage Loan) that was, during the related
Collection Period, repurchased from the Trust Fund in connection with a
Breach or Defect pursuant to Section 2.03, purchased pursuant to Section
3.18, or purchased from the Trust Fund pursuant to Section 9.01;
(d) the portion of Unscheduled Payments allocable to principal of
any Mortgage Loan (other than the Villas Parkmerced Mortgage Loan) that
was liquidated during the related Collection Period;
(e) the principal component of all Balloon Payments and any other
principal payment on any Mortgage Loan (other than the Villas Parkmerced
Mortgage Loan) received on or after the Maturity Date thereof, to the
extent received during the related Collection Period;
(f) all other Principal Prepayments on Mortgage Loans (other than
the Villas Parkmerced Mortgage Loan) received in the related Collection
Period; and
(g) any other full or partial recoveries in respect of principal of
Mortgage Loans (other than the Villas Parkmerced Mortgage Loan), including
Insurance Proceeds, Liquidation Proceeds and Net REO Proceeds received in
the related Collection Period (including any amount related to the Loss of
Value Payments to the extent that such amount was transferred into the
applicable Collection Account pursuant to Section 3.06(f) during the
related Collection Period),
(h) the portion of the Villas Parkmerced Available Funds allocated
to the Villas Parkmerced Pooled Trust Component under Sections
3.05(l)(A)(2) and 3.05(l)(B)(2), and
as reduced by (ii) any (1) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Mortgage Loans (other than the Villas Parkmerced Mortgage Loan) or, with
respect to Property Advances, the Serviced Whole Loans, in a period during which
such principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (2) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Mortgage Loans (other than the Villas Parkmerced Mortgage Loan) or, with
respect to Property Advances, the Serviced Whole Loans, in a period during which
such principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date (provided, that, in the case of
clauses (1) and (2) above, if any of the amounts that were reimbursed from
principal collections on the Mortgage Loans (other than the Villas Parkmerced
Mortgage Loan) or, with respect to Property Advances, the Serviced Whole Loans,
are subsequently recovered on the related Mortgage Loan or, with respect to
Property Advances, the Serviced Whole Loan, such recovery will increase the
Principal Distribution Amount for the Distribution Date related to the period in
which such recovery occurs).
The principal component of the amounts set forth above shall be determined in
accordance with Section 1.02 hereof.
"Principal Prepayment": Any payment of principal made by a Borrower
on a Mortgage Loan or Serviced Companion Loan which is received in advance of
its scheduled Due Date and which is not accompanied by an amount of interest
representing the full amount of scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
"Private Global Certificate": Each of the Regulation S Global
Certificates or Rule 144A Global Certificates with respect to the Class X, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates
if and so long as such class of Certificates is registered in the name of a
nominee of the Depository.
"Private Placement Memorandum": Means the Private Placement
Memorandum, dated February 27, 2006, pursuant to which the Class X, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates will
be offered for sale.
"Privileged Person": Means a party to this Agreement, a Rating
Agency, a designee of the Depositor (including any financial market publisher),
the initial Controlling Class Representative, each Underwriter and any other
person who delivers to the Trustee in the form attached hereto as Exhibit L
(which form may be provided by the Trustee upon request), a certification that
such person is a Certificateholder, a Certificate Owner of a Certificate or a
prospective purchaser of a Certificate.
"Prohibited Party: Any party that (i) is listed on the Depositor's
Do Not Hire List or (ii) is a proposed Servicing Function Participant for which
the Master Servicer, the Special Servicer or the Trustee that seeks to retain
such Servicing Function Participant has actual knowledge obtained by written
notice or through actual experience that such party at any point prior to such
hiring, assignment or transfer failed to comply with the Servicing Function
Participant's obligations under Regulation AB with respect to any other
securitization.
"Property Advance": As to any Mortgage Loan or Serviced Whole Loan,
any advance made by the applicable Master Servicer, the Special Servicer or the
Trustee, as applicable, in respect of Property Protection Expenses or any
expenses incurred to protect, preserve and enforce the security for a Mortgage
Loan or a Serviced Whole Loan or to pay taxes and assessments or insurance
premiums with respect to the related Mortgaged Property, to the extent the
making of any such advance is specifically provided for in this Agreement,
including, but not limited to, as provided in Section 3.04 and Section 3.24, as
applicable. Each reference to the payment or reimbursement of a Property Advance
shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate from and including the
date of the making of such Advance to and including the date of payment or
reimbursement. Notwithstanding anything to the contrary, "Property Advance"
shall not include allocable overhead of the applicable Master Servicer or the
Special Servicer, as applicable, such as costs for office space, office
equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any
such party in connection with its purchase of a Mortgage Loan or REO Property.
"Property Protection Expenses": With respect to any Mortgage Loan or
Serviced Companion Loan, any costs and expenses incurred by the applicable
Master Servicer or the Special Servicer pursuant to Sections 3.04, 3.08(a),
3.10(b), 3.10(e), 3.10(f), 3.10(h), 3.10(i), 3.10(k), 3.11, 3.12(e), 3.17(a),
3.17(b), 3.17(c), 3.18(g) or 3.28(a) or indicated herein as being payable as a
Property Advance or as a cost or expense of the Trust Fund (and, in the case of
the Serviced Whole Loans, the Serviced Companion Loan Noteholders but subject to
the provisions of Section 1.02(e)) or the Villas Parkmerced Loan REMIC,
Lower-Tier REMIC, or Upper-Tier REMIC to be paid out of the applicable
Collection Account.
"Prospectus": The Depositor's Prospectus dated February 27, 2006, as
supplemented by the Prospectus Supplement dated February 27, 2006, relating to
the offering of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class A-1B, Class A-M, Class A-J, Class B, Class C, Class D and
Class E Certificates.
"PTCE 95-60": Prohibited Transaction Class Exemption 95-60.
"Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A.
"Qualified Insurer": As used in Section 3.08, (i) an insurance
company or security or bonding company qualified to write the related insurance
policy in the relevant jurisdiction which shall have a rating of "A3" or better
by Moody's (if then rated by Moody's) and an insurance financial strength rating
of "A-" or better by S&P and (ii) in the case of the fidelity bond and the
errors and omissions insurance required to be maintained pursuant to Section
3.08(d), shall have a claims paying ability rated by each Rating Agency no lower
than two ratings categories (without regard to pluses or minuses or numeric
qualifications) lower than the highest rating of any outstanding Class of
Certificates from time to time, but in no event lower than "A2" by Moody's (or
if such company is not rated by Moody's, is rated at least A:IX by A.M. Best's
Key Rating Guide) and in the case of S&P, an insurance financial strength rating
of "A" or better, unless in any such case each of the Rating Agencies has
confirmed in writing that obtaining the related insurance from an insurance
company that is not rated by each of the Rating Agencies (subject to the
foregoing exceptions) or that has a lower claims-paying ability than such
requirements shall not result, in and of itself, in a downgrade, qualification
or withdrawal of the then-current ratings by such Rating Agency to any Class of
Certificates.
"Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Code Section 860G(a)(3) of the Code (but without regard to
the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage), or any substantially similar successor
provision.
"Qualifying Substitute Mortgage Loan": A mortgage loan which must,
on the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and/or interest due
during or prior to the month of substitution, whether or not received, not in
excess of the Stated Principal Balance of the Removed Mortgage Loan as of the
Due Date in the calendar month during which the substitution occurs; (ii) have a
Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan;
(iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest
on the same basis as the Removed Mortgage Loan (for example, on the basis of a
360-day year and the actual number of days elapsed); (v) have a remaining term
to stated maturity not greater than, and not more than two years less than, the
remaining term to stated maturity of the Removed Mortgage Loan; (vi) have an
original loan to value ratio not higher than that of the Removed Mortgage Loan
and a current loan to value ratio not higher than the then current loan-to-value
ratio of the Removed Mortgage Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report
that indicates no material adverse environmental conditions with respect to the
related Mortgaged Property and that will be delivered as a part of the related
Servicing File; (ix) have an original Debt Service Coverage Ratio of not less
than the original Debt Service Coverage Ratio of the Removed Mortgage Loan and a
current Debt Service Coverage Ratio of not less than the current Debt Service
Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date that is three years prior to the Rated
Final Distribution Date; (xii) not be substituted for a Removed Mortgage Loan
unless the Trustee has received prior confirmation in writing by each Rating
Agency that such substitution will not in and of itself result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller) (provided that no such confirmation from any Rating Agency shall be
required with respect to any Companion Loan Securities); (xiii) have been
approved by the Controlling Class Representative in its sole discretion; (xiv)
prohibit defeasance within two years after the Closing Date, (xv) not be
substituted for a Removed Mortgage Loan if it would result in the termination of
the REMIC status of any Trust REMIC or the imposition of tax on any of such
REMICs other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel
and (xvi) if the Removed Mortgage Loan is part of Loan Group 2A or Loan Group
2B, have the same property type designation as the Removed Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or more Removed
Mortgage Loans, then the amounts described in clause (i) shall be determined on
the basis of aggregate Stated Principal Balances and the rates described in
clause (ii) above and the remaining term to stated maturity referred to in
clause (v) above shall be determined on a weighted average basis; provided that
no individual Mortgage Rate shall be lower than the highest Pass-Through Rate
(that is a fixed rate not subject to a cap equal to the Weighted Average Net
Mortgage Rate) of any Class of Principal Balance Certificates having an
outstanding Certificate Balance. When a Qualified Substitute Mortgage Loan is
substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller
shall certify that the Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.
"Rated Final Distribution Date": The Distribution Date in January
2046.
"Rating Agency": means any of S&P and Moody's.
"Real Property": Land or improvements thereon such as buildings or
other inherently permanent structures thereon (including items that are
structural components of the buildings or structures), in each such case as such
terms are used in the REMIC Provisions.
"Realized Loss": With respect to any Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such
Distribution Date exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Loans in the Mortgage Pool (for purposes of this calculation only, not
giving effect to any reductions of the Stated Principal Balance for principal
payments received on the Mortgage Loans in the Mortgage Pool that were used to
reimburse the applicable Master Servicer or the Trustee from general collections
of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to
the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) immediately following the
Determination Date preceding such Distribution Date.
"Reassignment of Assignment of Leases, Rents and Profits": As
defined in Section 2.0l(a)(viii).
"Reconciliation of Funds Report": A report prepared by the Trustee
substantially in the form of, and containing the information called for in, the
downloadable form of the "Reconciliation of Funds Report" available as of the
Closing Date on the CMSA Website, or such other final form for the presentation
of such information and containing such additional information as may from time
to time be promulgated as recommended by the CMSA for commercial mortgage
securities transactions generally and, insofar as it requires the presentation
of information in addition to that called for by the form of the "Reconciliation
of Funds Report" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Trustee, the applicable Master Servicer or the
Special Servicer, as applicable.
"Record Date": With respect to each Distribution Date, the close of
business on the last day of the calendar month preceding the month in which such
Distribution Date occurs or, if such day is not a Business Day, the preceding
Business Day; provided, however, that with respect to the Distribution Date
occurring in April 2006, the Record Date will be the Closing Date.
"Regular Certificates": The Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3 and Class VPM-4 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 Red. 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 AB Servicer": As defined in Section 10.3(b).
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Global Certificate": Each of the Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates issued as
such on the Closing Date.
"Regulation S Investor": With respect to a transferee of an interest
in a Regulation S Global Certificate, a transferee that acquires such interest
pursuant to Regulation S.
"Regulation S Transfer Certificate": As defined in Section
5.02(c)(i)(B).
"Relevant Servicing Criteria": The Servicing Criteria applicable to
each Reporting Servicer (as set forth, with respect to each Master Servicer, the
Special Servicer and the Trustee, on Schedule II attached hereto). For
clarification purposes, multiple Reporting Servicers can have responsibility for
the same Relevant Servicing Criteria and some of the Servicing Criteria will not
be applicable to certain Reporting Servicers. With respect to a Servicing
Function Participant engaged by the Trustee, the Master Servicer or the Special
Servicer, the term "Relevant Servicing Criteria" refers to the items of the
Relevant Servicing Criteria applicable to the Trustee, the Master Servicer or
the Special Servicer that engaged such Servicing Function Participant that are
applicable to such Servicing Function Participant based on the functions it has
been engaged to perform.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code and the REMIC Provisions.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations (including any applicable proposed regulations) and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.
"Removed Mortgage Loan": A Mortgage Loan which is repurchased from
the Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code, any
amount received or accrued, directly or indirectly, with respect to such
REO Property, if the determination of such amount depends in whole or in
part on the income or profits derived by any Person from such property
(unless such amount is a fixed percentage or percentages of receipts or
sales and otherwise constitutes Rents from Real Property);
(b) any amount received or accrued, directly or indirectly, from any
Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined
in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly, with
respect to such REO Property if any Person Directly Operates such REO
Property;
(d) any amount charged for services that are not customarily
furnished in connection with the rental of property to tenants in
buildings of a similar class in the same geographic market as such REO
Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and
(e) rent attributable to personal property unless such personal
property is leased under, or in connection with, the lease of such REO
Property and, for any taxable year of the Trust Fund, such rent is no
greater than 15 percent of the total rent received or accrued under, or in
connection with, the lease.
"REO Account": As defined in Section 3.17(b).
"REO Loan": Any Mortgage Loan or any Serviced Whole Loan as to which
the related Mortgaged Property has become an REO Property.
"REO Proceeds": With respect to any REO Property and the related REO
Loan, all revenues received by the Special Servicer with respect to such REO
Property or REO Loan which do not constitute Liquidation Proceeds.
"REO Property": A Mortgaged Property title to which has been
acquired by the Special Servicer on behalf of the Trust Fund through
foreclosure, deed in lieu of foreclosure or otherwise.
"REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the applicable Master Servicer or the
Special Servicer, as applicable.
"Replacement Mortgage Loan": Any Qualifying Substitute Mortgage Loan
that is substituted for one or more Removed Mortgage Loans.
"Reportable Event": As defined in Section 10.9.
"Reporting Servicer": Each Master Servicer, the Special Servicer,
the Trustee and any Servicing Function Participant, as the case may be.
"Repurchase Price": With respect to any Mortgage Loan to be
repurchased or purchased pursuant to Sections 2.03(d) or 9.01, or any Specially
Serviced Loan or any REO Loan to be sold pursuant to Section 3.18, an amount,
calculated by the applicable Master Servicer or the Special Servicer, as
applicable, equal to:
(a) the outstanding principal balance of such Mortgage Loan as of
the date of purchase; plus
(b) all accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate in effect from time to time to but not including the
Due Date in the month of purchase; plus
(c) all related unreimbursed Property Advances plus accrued and
unpaid interest on related Advances at the Advance Rate, and unpaid
Special Servicing Fees and Workout Fees allocable to such Mortgage Loan;
plus
(d) any Liquidation Fee due pursuant to Section 3.12 hereunder
allocable to such Mortgage Loan; plus
(e) if such Mortgage Loan (or related REO loan) is being purchased
by a Mortgage Loan Seller pursuant to Section 2.03(d), to the extent not
otherwise included in the amount described in clause (c) of this
definition, all reasonable out-of-pocket expenses reasonably incurred or
to be incurred by the applicable Master Servicer, the Special Servicer,
the Depositor and the Trustee in respect of the Breach or Defect giving
rise to the repurchase obligation, including any expenses arising out of
the enforcement of the repurchase obligation, including, without
duplication, any amounts previously reimbursed from any Collection Account
or the applicable Serviced Whole Loan Collection Account, as applicable,
plus accrued and unpaid interest thereon at the Advance Rate, to the
extent payable to each Master Servicer, the Special Servicer or the
Trustee.
For purposes of this Agreement, the "Repurchase Price" in respect of
a sale of an REO Property securing a Serviced Whole Loan, the term Mortgage Loan
shall be construed to include any related Companion Loans and/or B Loan.
"Request for Release": A request for a release signed by a Servicing
Officer, substantially in the form of Exhibit E hereto.
"Reserve Accounts": With respect to any Mortgage Loan or Serviced
Whole Loan, reserve accounts, if any, established pursuant to the Mortgage or
the Loan Agreement and any Escrow Account. Any Reserve Account may be a
sub-account of a related Cash Collateral Account. Any Reserve Account shall be
beneficially owned for federal income tax purposes by the Person who is entitled
to receive the reinvestment income or gain thereon in accordance with the terms
and provisions of the related Mortgage Loan and Section 3.07, which Person shall
be taxed on all reinvestment income or gain thereon. The applicable Master
Servicer shall be permitted to make withdrawals therefrom for deposit into the
related Cash Collateral Account, if applicable, or its Collection Account or for
the purposes set forth under the related Mortgage Loan or Serviced Whole Loan.
"Resolution Extension Period" shall mean:
(a) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(b) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the
applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following the applicable Mortgage Loan
Seller's receipt of written notice from the applicable Master Servicer or
the Special Servicer of the occurrence of any Servicing Transfer Event
with respect to such Mortgage Loan subsequent to the end of such Initial
Resolution Period;
(c) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is a not a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, but as to which
a Servicing Transfer Event occurs during such Initial Resolution Period,
the period commencing at the end of the applicable Initial Resolution
Period and ending on, and including, the 90th day following the earlier of
the end of such Initial Resolution Period and the applicable Mortgage Loan
Seller's receipt of written notice from the applicable Master Servicer or
the Special Servicer of the occurrence of such Servicing Transfer Event;
and
(d) for purposes of remediating a Material Defect with respect to
any Mortgage Loan that is a Specially Serviced Loan as of the commencement
of the applicable Initial Resolution Period, zero (-0-) days; provided
that, if the applicable Mortgage Loan Seller did not receive written
notice from the applicable Master Servicer or the Special Servicer of the
relevant Servicing Transfer Event as of the commencement of the applicable
Initial Resolution Period, then such Servicing Transfer Event shall be
deemed to have occurred during such Initial Resolution Period and clause
(c) of this definition will be deemed to apply.
The applicable Mortgage Loan Seller shall have an additional 90 days
beyond any cure period specified above to cure such Material Defect or Material
Beach; provided that, the Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect or Material Breach and such
failure to cure is solely the result of a delay in the return of documents from
the local filing or recording authorities.
"Responsible Officer": Any officer of the Trustee assigned to the
Corporate Trust Office (and, in the event that the Trustee is the Certificate
Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) with direct responsibility for the administration of this
Agreement and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject, and, in the case of any certification
required to be signed by a Responsible Officer, such an officer whose name and
specimen signature appears on a list of corporate trust officers furnished to
the applicable Master Servicer by the Trustee, as such list may from time to
time be amended.
"Restricted Certificate": As defined in Section 5.02(k).
"Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the Initial Purchasers and any other distributor
(as defined in Regulation S) of the Certificates and (b) the Closing Date.
"Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.
"Rule 144A": Rule 144A under the Act.
"Rule 144A Global Certificate": Each of the Class X, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates issued as such on
the Closing Date.
"S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section 10.08.
"Securities Legend": With respect to each Residual Certificate or
any Individual Certificate, the legend set forth in, and substantially in the
form of, Exhibit F hereto.
"Serviced B Loan": Each of the Villas Parkmerced B Loans and/or the
Arrowhead Shopping Center B Loan, as applicable and as the context may require.
"Serviced B Loan Noteholder": A holder of a Serviced B Loan.
"Serviced Companion Loan": Each of the Villas Parkmerced B Loans
and/or the Arrowhead Shopping Center B Loan, as applicable and as the context
may require.
"Serviced Companion Loan Noteholder": A holder of a Serviced
Companion Loan.
"Serviced Companion Loan Noteholder Register": As defined in Section
3.32(b).
"Serviced Companion Loan Securitization Agreement": With respect to
any Serviced Companion Loan, any agreement under which any securities evidencing
interests in such Serviced Companion Loan are issued, as from time to time
amended, supplemented or modified.
"Serviced Companion Loan Trustee": With respect to any Serviced
Companion Loan, the trustee with respect to such Serviced Companion Loan
appointed and acting under the related Serviced Companion Loan Securitization
Agreement, if any.
"Serviced Mortgage Loan": Each of the Villas Parkmerced Mortgage
Loan and the Arrowhead Shopping Center Mortgage Loan, as the context may require
and as applicable.
"Serviced Whole Loan": Each of the Villas Parkmerced Whole Loan and
the Arrowhead Shopping Center Whole Loan, as the context may require and as
applicable.
"Serviced Whole Loan Collection Account": With respect to each
Serviced Whole Loan, the separate account or subaccount created and maintained
by the Midland Master Servicer pursuant to Section 3.05(h) on behalf of the
Certificateholders and the related Serviced Companion Loan Noteholders, which
shall be entitled "Midland Loan Services, Inc., as Master Servicer for the
Certificateholders and the Companion Loan Noteholders relating to, and for the
benefit of Wells Fargo Bank, N.A., as Trustee, in trust for the Holders of,
Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2 Commercial Mortgage
Pass-Through Certificates, Serviced Whole Loan Collection Account." Amounts in
any Serviced Whole Loan Collection Account applicable to the related Serviced
Companion Loans shall not be assets of the Trust Fund, but instead shall be held
by the Midland Master Servicer on behalf of the Trust Fund (in respect of
amounts reimbursable therefrom) and, the related Serviced Companion Loan
Noteholders. Any such account or subaccount shall be an Eligible Account.
"Serviced Whole Loan Remittance Amount": For each distribution date
that the Midland Master Servicer is required to make a distribution to a
Serviced Companion Loan Noteholder pursuant to Section 3.05(i) and with respect
to each Serviced Whole Loan and related Mortgaged Property (if it becomes an REO
Property), any amount received by the Midland Master Servicer (or, with respect
to an REO Property, the Special Servicer) during the related Collection Period
that is payable to the Serviced Companion Loan Noteholder pursuant to the
related Co-Lender Agreement or to be remitted to the Collection Account.
"Serviced Whole Loan REO Account": As defined in Section 3.17(b).
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets of the Trust
by an entity that meets the definition of "servicer" set forth in Item 1101 of
Regulation AB and is referenced in the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the
commercial mortgage-backed securities market.
"Servicer Prepayment Interest Shortfall": As defined in Section
3.19(c).
"Servicer Remittance Date": With respect to any Distribution Date,
the Business Day preceding such Distribution Date.
"Servicing Compensation": With respect to any Collection Period, the
related Servicing Fee, Net Prepayment Interest Excess, if any, and any other
fees, charges or other amounts payable to each Master Servicer under this
Agreement for such period.
"Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time.
"Servicing Fee": With respect to each Mortgage Loan but excluding
any Serviced B Loan, and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the respective Servicing Fee Rate and
(ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in
the immediately preceding Collection Period (without giving effect to payments
of principal on such Mortgage Loan or Serviced Companion Loan on such Due Date).
The Servicing Fee shall be calculated in accordance with the provisions of
Section 1.02(a). For the avoidance of doubt, with respect to any B Loan, no
Servicing Fee shall accrue on the Stated Principal Balance thereof, and with
respect to the Villas Parkmerced Mortgage Loan, the Servicing Fee will also
accrue on the Villas Parkmerced Non-Pooled Trust Component.
"Servicing Fee Rate": With respect to each Mortgage Loan but
excluding any Serviced B Loan, the sum of the Master Servicing Fee Rate and the
related Primary Servicing Fee Rate, if any, which rates per annum are set forth
on Exhibit B-2 to this Agreement.
"Servicing File": As defined in the related Mortgage Loan Purchase
Agreement.
"Servicing Function Participant": Any Person, other than the Master
Servicers, the Special Servicer and the Trustee, that, within the meaning of
Item 1122 of Regulation AB, is performing activities that address the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the
Mortgage Loans (based on their Stated Principal Balance).
"Servicing Officer": Any officer or employee of the Master Servicers
or the Special Servicer, as applicable, involved in, or responsible for, the
administration and servicing of the Mortgage Loans or, Serviced Companion Loans,
or this Agreement and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's or employee's
knowledge of and familiarity with the particular subject, and, in the case of
any certification required to be signed by a Servicing Officer, such an officer
or employee whose name and specimen signature appears on a list of servicing
officers furnished to the Trustee by such Master Servicer or the Special
Servicer, as applicable, as such list may from time to time be amended.
"Servicing Standard": With respect to each Master Servicer or the
Special Servicer, shall mean to diligently service and administer the Mortgage
Loans and the Serviced Whole Loans for which each is responsible in the best
interests of and for the benefit of all of the Certificateholders and, with
respect to each Serviced Whole Loan, for the benefit of the Serviced Companion
Loan Noteholders (as a collective whole, but giving due consideration to the
subordinate nature of any B Loan as determined by the Midland Master Servicer or
the Special Servicer, as the case may be, in the exercise of its reasonable
judgment) in accordance with applicable law, the terms of this Agreement, the
terms of the related Co-Lender Agreement, as applicable, and the Mortgage Loans
or Serviced Whole Loans, as applicable, and to the extent not inconsistent with
the foregoing, in accordance with the higher of the following standards of care:
(a) the same manner in which, and with the same care, skill,
prudence and diligence with which such Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage
loans for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional
commercial and multifamily mortgage lenders servicing their own mortgage
loans with a view to the maximization of timely recovery of principal and
interest on a net present value basis on the Mortgage Loans or Specially
Serviced Loans, as applicable, and the best interests of the Trust and the
Certificateholders and, with respect to any Serviced Whole Loan, the
Certificateholders, the related Serviced Companion Loan Noteholders (as a
collective whole, but giving due consideration to the subordinate nature
of any B Loan as determined by the Midland Master Servicer or the Special
Servicer, as the case may be, in its reasonable judgment); and
(b) the same care, skill, prudence and diligence with which such
Master Servicer or the Special Servicer, as the case may be, services and
administers commercial and multifamily mortgage loans owned by such Master
Servicer or the Special Servicer, as the case may be, with a view to the
maximization of timely recovery of principal and interest on a net present
value basis on the Mortgage Loans or Specially Serviced Loans, as
applicable, and the best interests of the Trust and the Certificateholders
and, with respect to any Serviced Whole Loan, the Certificateholders, the
related Serviced Companion Loan Noteholders (as a collective whole, but
giving due consideration to the subordinate nature of any B Loan as
determined by the Midland Master Servicer or the Special Servicer, as the
case may be, in its reasonable judgment),
but without regard to (a) any relationship that such Master Servicer or the
Special Servicer, as the case may be, or any Affiliate of such Master Servicer
or the Special Servicer, may have with the related Borrower, any Mortgage Loan
Seller, any other party to this Agreement or any Affiliate of the foregoing; (b)
the ownership of any Certificate or any Serviced Companion Loan by such Master
Servicer or the Special Servicer, as the case may be, or any Affiliate of such
Master Servicer or the Special Servicer; (c) such Master Servicer's obligation
to make Advances; (d) such Master Servicer's or the Special Servicer's, as the
case may be, right to receive compensation for its services hereunder or with
respect to any particular transaction; (e) the ownership, servicing or
management for others of any other mortgage loans or mortgaged properties by
such Master Servicer or the Special Servicer or any Affiliate of such Master
Servicer or the Special Servicer, as applicable; (f) any debt that such Master
Servicer or the Special Servicer or any Affiliate of such Master Servicer or the
Special Servicer, as applicable, has extended to any Borrower or an Affiliate of
any Borrower (including, without limitation, any mezzanine financing); and (g)
any obligation of such Master Servicer, or an affiliate thereof, to repurchase
or substitute for a Mortgage Loan as Mortgage Loan Seller.
"Servicing Transfer Event": An event specified in the definition of
Specially Serviced Loan.
"Similar Law": As defined in Section 5.02(k) hereof.
"Small Loan Appraisal Estimate": With respect to any Mortgage Loan
having a Stated Principal Balance of less than $2,000,000, the Special
Servicer's good faith estimate of the value of such Mortgage Loan, as certified
to the applicable Master Servicer by the Special Servicer.
"SNDA": As defined in Section 3.30(n)(1) hereof.
"Sole Certificateholder": Any Holder (or Holders, provided they act
in unanimity) holding 100% of the then outstanding Class X, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates or an
assignment of the voting rights thereof; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-1B, Class A-M, Class A-J, Class B, Class C, Class D and Class E
Certificates have been reduced to zero.
"Special Servicer": LNR Partners, Inc., a Florida corporation, or
its successor in interest, or any successor special servicer appointed as
provided in Section 3.25, including without limitation any successor special
servicer appointed with respect to a specific Serviced Whole Loan pursuant to
Section 3.25. In the event that a Master Servicer is also the Special Servicer
hereunder, and such Master Servicer is terminated or resigns as the Master
Servicer hereunder, that Master Servicer shall be terminated as the Special
Servicer hereunder. In the event there is more than one Special Servicer
administering Specially Serviced Loans hereunder, each reference in this
Agreement to the "Special Servicer" shall be construed to apply to the Special
Servicer then servicing that particular Mortgage Loan or Serviced Whole Loan.
"Special Servicer Event of Default": As defined in Section 7.01(b).
"Special Servicing Compensation": With respect to any Mortgage Loan,
any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other
fees, charges or other amounts which shall be due to the Special Servicer.
"Special Servicing Fee": With respect to each Specially Serviced
Loan (or REO Loan) for each calendar month (or portion thereof), the fraction of
the Special Servicing Fee Rate applicable to such month, or portion thereof
(determined using the same interest accrual methodology that is applied with
respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Stated Principal Balance of such Specially Serviced Loan (subject, in the
case of the Arrowhead Shopping Center Whole Loan, to the terms of the Arrowhead
Shopping Center Intercreditor Agreement) as of the Due Date (without giving
effect to all payments of principal on such Specially Serviced Loan or REO Loan
on such Due Date) in the Collection Period prior to such Distribution Date (or,
in the event that a Principal Prepayment in full or an event described in
clauses (i)-(vii) under the definition of Liquidation Proceeds shall occur with
respect to any such Specially Serviced Loan or REO Loan on a date that is not a
Due Date, on the basis of the actual number of days to elapse from and including
the most recently preceding related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Proceeds event in a month consisting of 30
days).
"Special Servicing Fee Rate": A rate equal to 0.35% per annum
subject to a minimum monthly amount equal to $4,000 with respect to each
Specially Serviced Loan.
"Specially Serviced Loan": Subject to Section 3.26, any Mortgage
Loan or Serviced Whole Loan with respect to which:
(a) either (i) with respect to such Mortgage Loan or Serviced
Companion Loan other than a Balloon Loan, a payment default shall have
occurred on such Mortgage Loan or Serviced Companion Loan at its Maturity
Date or, if the Maturity Date of such Mortgage Loan or Serviced Companion
Loan has been extended in accordance herewith, a payment default occurs on
such Mortgage Loan or Serviced Companion Loan at its extended Maturity
Date or (ii) with respect to a Balloon Loan, a payment default shall have
occurred with respect to the related Balloon Payment; provided, however,
that if (a) the related Borrower is diligently seeking a refinancing
commitment (and delivers a statement to that effect to the Special
Servicer and the Controlling Class Representative within 30 days after
such default), (b) the related Borrower continues to make its Assumed
Scheduled Payment, (c), no other Servicing Transfer Event shall have
occurred with respect to such Mortgage Loan or Serviced Companion Loan and
(d) the Controlling Class Representative consents, a Servicing Transfer
Event will not occur until 60 days beyond the related Maturity Date; and
provided, further, if the related Borrower delivers to the Special
Servicer and the Controlling Class Representative, on or before the 60th
day after the related Maturity Date, a refinancing commitment reasonably
acceptable to the Special Servicer and the Controlling Class
Representative, and such Borrower continues to make its Assumed Scheduled
Payments (and no other Servicing Transfer Event shall have occurred with
respect to that Mortgage), a Servicing Transfer Event will not occur until
the earlier of (1) 120 days beyond the related Maturity Date and (2) the
termination of the refinancing commitment;
(b) any Monthly Payment (other than a Balloon Payment) is 60 days or
more delinquent;
(c) the date upon which the applicable Master Servicer or Special
Servicer (with the consent of the Controlling Class Representative in the
case of a determination by the Special Servicer) determines that a payment
default or any other default under the applicable Loan Documents that
(with respect to such other default) would materially impair the value of
the Mortgaged Property as security for the Mortgage Loan and, if
applicable, Serviced Companion Loan or otherwise would materially
adversely affect the interests of Certificateholders and, if applicable,
the holder of the related Serviced Companion Loan and would continue
unremedied beyond the applicable grace period under the terms of the
related Loan Documents (or, if no grace period is specified for 60 days
and provided that a default that would give rise to an acceleration right
without any grace period will be deemed to have a grace period equal to
zero) is imminent and is not likely to be cured by the related Borrower
within 60 days or, except as provided in clause (a)(ii) above, in the case
of a Balloon Payment, for at least 30 days;
(d) the date upon which the related Borrower has become a subject of
a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, provided
that if such decree or order has been dismissed, discharged or stayed
within 60 days thereafter, such Mortgage Loan or Serviced Whole Loan shall
no longer be a Specially Serviced Loan and no Special Servicing Fees shall
be payable with respect thereto;
(e) the date on which the related Borrower consents to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to such Borrower of or relating to all or
substantially all of its property;
(f) the date on which related Borrower admits in writing its
inability to pay its debts generally as they become due, files a petition
to take advantage of any applicable insolvency or reorganization statute,
makes an assignment for the benefit of its creditors, or voluntarily
suspends payment of its obligations;
(g) a default, of which the applicable Master Servicer or Special
Servicer has notice (other than a failure by such related Borrower to pay
principal or interest) and which in the opinion of such Master Servicer or
Special Servicer (in the case of the Special Servicer, with the consent of
the Controlling Class Representative) materially and adversely affects the
interests of the Certificateholders or any holder of a Serviced Companion
Loan, if applicable, occurs and remains unremedied for the applicable
grace period specified in the Loan Documents for such Mortgage Loan or
Serviced Whole Loan (or if no grace period is specified for those defaults
which are capable of cure, 60 days); or
(h) the date of which the applicable Master Servicer or Special
Servicer receives notice of the foreclosure or proposed foreclosure of any
lien on the related Mortgaged Property;
provided, however, that such Mortgage Loan or Serviced Whole Loan will cease to
be a Specially Serviced Loan (each, a "Corrected Mortgage Loan") (i) with
respect to the circumstances described in clauses (a) and (b) above, when the
related Borrower thereunder has brought such Mortgage Loan or Serviced Whole
Loan current and thereafter made three consecutive full and timely Monthly
Payments, including pursuant to any workout of such Mortgage Loan or Serviced
Whole Loan, (ii) with respect to the circumstances described in clause (c), (d),
(e), (f) and (h) above, when such circumstances cease to exist in the good faith
judgment of the Special Servicer, and (iii) with respect to the circumstances
described in clause (g) above, when such default is cured; provided, in each
case, that at that time no circumstance exists (as described above) that would
cause such Mortgage Loan or Serviced Whole Loan to continue to be characterized
as a Specially Serviced Loan, provided, further, that a Servicing Transfer Event
shall not exist with respect to the Villas Parkmerced Whole Loan if a cure event
is being exercised in accordance with the related Co-Lender Agreement or this
Agreement.
Notwithstanding any provision of this Agreement to the contrary,
consistent with the applicable Servicing Standard, the servicing rights and
obligations of the Special Servicer with respect to the Arrowhead Shopping
Center B Loan will be limited pursuant to the terms of the Arrowhead Shopping
Center Intercreditor Agreement prior to, or after the discontinuance of, a
"Material Default" (as defined in Section 3(b) of the Arrowhead Shopping Center
Intercreditor Agreement).
If a Servicing Transfer Event exists with respect to any Mortgage
Loan included in a Serviced Whole Loan, then it will also be deemed to exist
with respect to the related Serviced Companion Loans, and vice versa. If any
Mortgage Loan in a group of Cross-Collateralized Mortgage Loans becomes a
Specially Serviced Loan, each other Mortgage Loan in such group of
Cross-Collateralized Mortgage Loans shall also become a Specially Serviced Loan.
"Startup Day": In the case of the Villas Parkmerced Loan REMIC,
Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to
Section 2.06(a) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan,
Villas Parkmerced Loan Component or Serviced Whole Loan, on any date of
determination, the principal balance as of the Cut-off Date of such Mortgage
Loan, Villas Parkmerced Loan Component or Serviced Whole Loan (or in the case of
a Replacement Mortgage Loan, the outstanding principal balance as of the related
date of substitution and after application of all scheduled payments of
principal and interest due on or before the related Due Date in the month of
substitution, whether or not received), as reduced on each Distribution Date (to
not less than zero) by (i) all payments (or P&I Advances in lieu thereof) of,
and all other collections allocated as provided in Section 1.02 to, principal of
or with respect to such Mortgage Loan, Villas Parkmerced Loan Component or
Serviced Whole Loan that are distributed to Certificateholders or Serviced
Companion Loan Noteholder on such Distribution Date or applied to any other
payments required under this Agreement on or prior to such date of
determination, and (ii) any principal forgiven by the Special Servicer and other
principal losses realized in respect of such Mortgage Loan, Villas Parkmerced
Loan Component or Serviced Whole Loan during the related Collection Period.
A Mortgage Loan or any related REO Loan shall be deemed to be part
of the Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no
such Liquidation Proceeds are received, would have been) distributed to
Certificateholders. The Stated Principal Balance of any Mortgage Loan, Villas
Parkmerced Loan Components or Serviced Whole Loan with respect to which the
applicable Master Servicer or Special Servicer has made a Final Recovery
Determination is zero.
"Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
applicable Master Servicer or a Servicing Function Participant.
"Substitution Shortfall Amount": In connection with the substitution
of one or more Replacement Mortgage Loans for one or more Removed Mortgage
Loans, the amount, if any, by which the Repurchase Price or aggregate Repurchase
Price, as the case may be, for such Removed Mortgage Loan(s) exceeds the initial
Stated Principal Balance or aggregate initial Stated Principal Balance, as the
case may be, of such Replacement Mortgage Loan(s).
"Sub-Servicer": Any Person engaged by either Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Mortgage Loans
or REO Loans.
"Sub-Servicing Agreement": The written contract between either
Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage
Loans as provided in Section 3.01(c).
"Tax Returns": The federal income tax returns on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed by
the Trustee on behalf of each of the Villas Parkmerced Loan REMIC, the
Upper-Tier REMIC and the Lower-Tier REMIC due to its classification as a REMIC
under the REMIC Provisions and the federal income tax return to be filed by the
Trustee on behalf of the Grantor Trust due to its classification as a grantor
trust under subpart E, Part I of subchapter J of the Code, together with any and
all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the IRS or any other governmental taxing
authority under any applicable provisions of federal law or Applicable State and
Local Tax Law.
"Terminated Party": As defined in Section 7.01(c).
"Terminating Party": As defined in Section 7.01(c).
"Termination Date": The Distribution Date on which the Trust Fund is
terminated pursuant to Section 9.01.
"Third Party Appraiser": As defined in Section 3.18(e) of this
Agreement.
"Time of Sale": At or prior to the time when sales to purchasers of
the Certificates were first made, which was approximately 3:15 p.m. on February
27, 2006.
"Time of Sale Information": Collectively, the Depositor's free
writing prospectus dated as of February 16, 2006 and the Depositor's free
writing prospectus dated as of February 24, 2006.
"Total Loan Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Total Loan Report" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.
"Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a Class R or Class LR Certificate.
"Transferee Affidavit": As defined in Section 5.02(l)(ii).
"Transferor Letter": As defined in Section 5.02(l)(ii).
"Trust" or "Trust Fund": The corpus of the trust created hereby and
to be administered hereunder, consisting of: (i) such Mortgage Loans as from
time to time are subject to this Agreement, together with the Mortgage Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO
Property (to the extent of the Trust Fund's interest therein); (iv) all revenues
received in respect of any REO Property (to the extent of the Trust Fund's
interest therein); (v) any Assignments of Leases, Rents and Profits and any
security agreements (to the extent of the Trust Fund's interest therein); (vi)
any indemnities or guaranties given as additional security for any Mortgage
Loans (to the extent of the Trust Fund's interest therein); (vii) all assets
deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts,
and Reserve Accounts (to the extent of the Trust Fund's interest therein),
(viii) Loss of Value Reserve Fund amounts on deposit in the applicable
Collection Account attributable to the Mortgage Loans as identified on the Trust
Ledger, the Serviced Whole Loan Collection Accounts (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Distribution Accounts, any Excess
Liquidation Proceeds Account (to the extent of the Trust Fund's interest therein
and specifically excluding any interest of any Serviced Companion Loan
Noteholder therein), the Interest Reserve Account, any REO Account (to the
extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), including any
reinvestment income, as applicable; (ix) any environmental indemnity agreements
relating to the Mortgaged Properties; (x) all insurance policies with respect to
the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust
Fund's interest therein); (xi) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to
the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas Parkmerced
Loan REMIC Regular Interests and Lower-Tier Regular Interests; and (xiii) 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 Borrower).
"Trust Ledger": Amounts deposited in any Collection Account
attributable to the Mortgage Loans, which are maintained pursuant to Section
3.05(a) and held on behalf of the Trustee on behalf of the Certificateholders.
"Trust REMICs": The Villas Parkmerced Loan REMIC, the Lower-Tier
REMIC and the Upper-Tier REMIC.
"Trustee": Wells Fargo Bank, N.A., a national banking association,
in its capacity as Trustee, or its successor in interest, or any successor
Trustee appointed as herein provided.
"Trustee Fee": With respect to each Mortgage Loan and for any
Distribution Date, an amount per Interest Accrual Period equal to the product of
(i) the Trustee Fee Rate multiplied by (ii) the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such
Due Date). The Trustee Fee shall be calculated in accordance with the provisions
of Section 1.02(a).
"Trustee Fee Rate": A rate equal to 0.0001% per annum.
"Underwriters": DBS, CGM, PNC Capital Markets, Inc., J.P. Morgan
Securities Inc., Nomura Securities International, Inc. and Wachovia Capital
Markets, LLC or their respective successors in interest.
"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 Section 3.06(b) or Section
3.06(c), as applicable, but that has not been recovered from the related
Borrower or otherwise from collections on or the proceeds of the Mortgage Loan
or the applicable Serviced Whole Loan or REO Property in respect of which the
Advance was made.
"Unscheduled Payments": With respect to a Mortgage Loan and a
Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds and
Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price of
any Mortgage Loan that is repurchased or purchased pursuant to Sections 2.03(d),
3.18 or 9.01, the Substitution Shortfall Amount with respect to any substitution
pursuant to Section 2.03(f) and any other payments under or with respect to such
Mortgage Loan not scheduled to be made, including Principal Prepayments received
by the applicable Master Servicer (but excluding Prepayment Premiums or Yield
Maintenance Charges, if any) during such Collection Period.
"Updated Appraisal": An Appraisal of a Mortgaged Property or REO
Property, as the case may be, conducted subsequent to any appraisal performed on
or prior to the Cut-off Date and in accordance with Appraisal Institute
standards, the costs of which shall be paid as a Property Advance by the
applicable Master Servicer or, on an emergency basis in accordance with Section
3.24(b), the Special Servicer, as applicable. Updated Appraisals shall be
conducted by an Independent MAI appraiser selected by the Special Servicer.
"Updated Valuation": With respect to a Mortgage Loan having a Stated
Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to
a Mortgage Loan having a Stated Principal Balance of less than $2,000,000, an
updated Small Loan Appraisal Estimate.
"Upper-Tier Distribution Account": The segregated trust account or
sub-account created and maintained by the Trustee pursuant to Section 3.05(g),
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for
Holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2
Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution Account"
and which must be an Eligible Account or a subaccount of an Eligible Account.
The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.
"Upper-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Lower-Tier Regular Interests and amounts held from time to
time in the Upper-Tier Distribution Account.
"U.S. Person": A citizen or resident of the United States, a
corporation, 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 have elected to be treated
as U.S. Persons).
"Villas Parkmerced Available Funds": For any Distribution Date with
respects to amounts collected on the Villas Parkmerced Mortgage Loan, the sum of
(i) all previously undistributed Monthly Payments or other receipts on account
of principal and interest (including Unscheduled Payments and any Net REO
Proceeds, if any, transferred from an REO Account pursuant to Section 3.17(b),
but excluding any Excess Liquidation Proceeds) allocable to the Villas
Parkmerced Mortgage Loan, received by or on behalf of the Midland Master
Servicer in the Collection Period relating to such Distribution Date, (ii) all
P&I Advances made by the Midland Master Servicer or the Trustee, as applicable,
in respect of the Villas Parkmerced Mortgage Loan as of such Distribution Date,
(iii) all other amounts received by the Midland Master Servicer in such
Collection Period and required to be placed in the related Serviced Whole Loan
Collection Account by the Midland Master Servicer pursuant to Section 3.05
allocable to the Villas Parkmerced Mortgage Loan (and the portion of Loss of
Value Payments with respect to the Villas Parkmerced Mortgage Loan deposited
into the Collection Account pursuant to Section 3.06(f)), (iv) without
duplication, any late Monthly Payments allocable to the Villas Parkmerced
Mortgage Loan received after the end of the Collection Period relating to such
Distribution Date but prior to the close of business on the Business Day prior
to the related Servicer Remittance Date, (v) with respect to the Distribution
Date in March of each calendar year (or February if the final Distribution Date
occurs in such month), the Villas Parkmerced Pooled Withheld Amounts and Villas
Parkmerced Non-Pooled Withheld Amounts deposited in the Villas Parkmerced
Interest Reserve Account by the Trustee in accordance with Section 3.05(f) and
(vi) any Master Servicer Prepayment Interest Shortfalls remitted by the Midland
Master Servicer pursuant to Section 3.19(c) that are allocable to the Villas
Parkmerced Mortgage Loan, but excluding the following:
(a) those portions of each payment of interest which represent the
applicable Master Servicing Fee and Trustee Fee and an amount representing any
applicable Special Servicing Compensation, to the extent permitted to be
withdrawn from funds allocable to the Villas Parkmerced Mortgage Loan pursuant
to Section 3.06 hereof;
(b) all amounts in the nature of late payment fees (to the extent
not applied to the reimbursement of the Advance Interest Amount and/or
Additional Trust Fund Expenses as provided in Section 3.06 hereof), Net
Prepayment Interest Excess, Net Default Interest, extension fees, loan service
transaction fees, demand fees, beneficiary statement charges, Assumption Fees
and similar fees on the Villas Parkmerced Mortgage Loan, which the Midland
Master Servicer or the Special Servicer is entitled to retain as Master
Servicing Compensation or Special Servicing Compensation, respectively;
(c) all amounts representing the portion of scheduled Monthly
Payments due after the related Due Date;
(d) that portion of Net Liquidation Proceeds, Net Insurance Proceeds
and Net Condemnation Proceeds which represents any unpaid Master Servicing Fee,
Trustee Fee and Special Servicing Compensation with respect to the Villas
Parkmerced Mortgage Loan to which the Master Servicer, any sub-servicer, Trustee
and/or the Special Servicer are entitled, to the extent such funds with respect
to the Mortgage Loan are permitted to be applied to pay such amount pursuant to
Section 3.06 hereof;
(e) all amounts representing certain expenses reimbursable or
payable to the Midland Master Servicer, the Special Servicer or the Trustee with
respect to the Villas Parkmerced Mortgage Loan to the extent permitted to be
withdrawn pursuant to Section 3.06 hereof, and other amounts permitted to be
retained by the Midland Master Servicer or withdrawn by the Midland Master
Servicer from amounts in the related Serviced Whole Loan Collection Account
(including any indemnities provided for herein), including interest thereon as
expressly provided in this Agreement;
(f) any interest or investment income on funds on deposit in the
related Serviced Whole Loan Collection Account or any interest on Permitted
Investments in which such funds may be invested;
(g) all amounts received if the Villas Parkmerced Mortgage Loan was
previously purchased, repurchased or replaced from the Trust Fund pursuant to
Sections 2.03(d), 3.18 or 9.01 during the related Collection Period and
subsequent to the date as of which the Villas Parkmerced Mortgage Loan was
purchased or repurchased;
(h) the amount reasonably determined by the Trustee to be necessary
to pay any applicable federal, state or local taxes imposed on the Villas
Parkmerced Loan REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC under the
circumstances and to the extent described in Section 4.05;
(i) with respect to the Distribution Date occurring in (A) January
of each calendar year that is not a leap year and (B) February of each calendar
year, in each case, unless such Distribution Date is the final Distribution
Date, the Villas Parkmerced Pooled Withheld Amounts and Villas Parkmerced
Non-Pooled Withheld Amounts deposited in the Villas Parkmerced Interest Reserve
Account by the Trustee in accordance with Section 3.05(f); and
(j) Prepayment Premiums and Yield Maintenance Charges with respect
to the Villas Parkmerced Mortgage Loan.
"Villas Parkmerced B Loan Noteholder": Each holder of the Notes for
the Villas Parkmerced B Loans.
"Villas Parkmerced B Loans": As defined in the Preliminary
Statement.
"Villas Parkmerced Component Loan Remittance Rate": With respect to
any Villas Parkmerced Loan REMIC Regular Interest, the rate set forth in the
Preliminary Statement in the table relating to the Component Loans under the
heading "Component Loan Remittance Rate".
"Villas Parkmerced Control Appraisal Event": With respect to the
Villas Parkmerced Whole Loan, a Villas Parkmerced Control Appraisal Event shall
be deemed to have occurred and be continuing with respect to each Villas
Parkmerced B Loan if (i)
(a) (1) the initial note principal balance of the applicable B Loan
minus (2) the sum of (x) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received on, the applicable B
Loan (y) any Appraisal Reduction Amounts (for this purpose, as defined in
the Villas Parkmerced Co-Lender) for the applicable B Loan and (z) any
amounts applied to such B Loan, pursuant to Section 5 of the Villas
Parkmerced Co-Lender Agreement, in connection with a workout of the Villas
Parkmerced Whole Loan, is less than,
(b) 25% of (1) the initial note principal balance of the applicable
B Loan, minus (2) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received on, the applicable B
Loan, provided, that no Villas Parkmerced Control Appraisal Event shall be
deemed to exist under this clause (i) if a Villas Parkmerced B Loan
Noteholder exercises its right to effectuate a control appraisal event
cure as described in Section 34 of the Villas Parkmerced Co-Lender
Agreement; or
(ii) the entire balance of such Villas Parkmerced B Loan is held by
the Borrower or an affiliate of the Borrower.
"Villas Parkmerced Co-Lender Agreement": That certain co-lender
agreement among note holders, dated as of the Closing Date by and between German
American Capital Corporation, as the initial holder of the Villas Parkmerced
Mortgage Loan and German American Capital Corporation, as the initial holder of
the Villas Parkmerced B Loans, as from time to time amended, supplemented or
modified.
"Villas Parkmerced Loan Components": As defined in the Preliminary
Statement.
"Villas Parkmerced Loan REMIC": The segregated pool of assets
subject hereto constituting a portion of the primary trust created hereby and to
be administered hereunder with respect to which a separate REMIC election is to
be made and consisting of: (i) the Villas Parkmerced Mortgage Loan as from time
to time subject to this Agreement and all payments under and proceeds of the
Villas Parkmerced Mortgage Loan received after the Cut-off Date, together with
all documents included in the related Mortgage File; (ii) any REO Property
related to the Villas Parkmerced Mortgage Loan; and (iii) proceeds of the
foregoing in the applicable Collection Account, the Villas Parkmerced Interest
Reserve Account, the Villas Parkmerced Loan REMIC Distribution Account and the
REO Account.
"Villas Parkmerced Loan REMIC Distribution Account": The segregated
trust account or sub-account created and maintained by the Trustee pursuant to
Section 3.05(b), which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2006-CD2 Commercial Mortgage Pass-Through Certificates, Villas Parkmerced Loan
REMIC Distribution Account" and which must be an Eligible Account or a
sub-account of an Eligible Account. The Villas Parkmerced Loan REMIC
Distribution Account shall be an asset of the Villas Parkmerced Loan REMIC.
"Villas Parkmerced Loan REMIC Pooled Regular Interest": The Class
VPM-P Interest.
"Villas Parkmerced Loan REMIC Principal Balance": The principal
amount of any Villas Parkmerced Loan REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Villas Parkmerced Loan
REMIC Principal Balance of each Villas Parkmerced Loan REMIC Regular Interest
shall equal the original Villas Parkmerced Loan REMIC Principal Balance set
forth in the Preliminary Statement hereto. On each Distribution Date, the Villas
Parkmerced Loan REMIC Principal Balance of each Villas Parkmerced Loan REMIC
Regular Interest shall be permanently reduced by all distributions of principal
deemed to have been made in respect of such Villas Parkmerced Loan REMIC Regular
Interest on such Distribution Date pursuant to Section 4.01A(a), and shall be
further permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.01A(a).
"Villas Parkmerced Loan REMIC Regular Interests": Collectively the
Class VPM-P Interest, the Class VPM-1-NP Interest, the Class VPM-2-NP Interest,
the Class VPM-3-NP Interest and the Class VPM-4-NP Interest.
"Villas Parkmerced Mortgage Loan": As defined in the Preliminary
Statement herein.
"Villas Parkmerced Non-Pooled Component Rate": A per annum rate
equal to 5.6480%.
"Villas Parkmerced Interest Reserve Account": A sub-account of the
Interest Reserve Account created pursuant to Section 3.05(f). The Villas
Parkmerced Interest Reserve Account shall be an asset of the Villas Parkmerced
Loan REMIC.
"Villas Parkmerced Non-Pooled Net Mortgage Pass-Through Rate": The
Villas Parkmerced Non-Pooled Component Rate minus the aggregate of the
applicable Servicing Fee Rate and Trustee Fee Rate but taking into account any
Villas Parkmerced Non-Pooled Withheld Amounts.
"Villas Parkmerced Non-Pooled Trust Component": As defined in the
Preliminary Statement.
"Villas Parkmerced Non-Pooled Withheld Amount": With respect to each
Distribution Date occurring in (i) January of each calendar year that is not a
leap year and (ii) February of each calendar year, in each case unless such
Distribution Date is the final Distribution Date, an amount equal to one day's
interest at the Villas Parkmerced Non-Pooled Component Rate as of the Due Date
(less the Servicing Fee Rate) on the respective Stated Principal Balance of each
Villas Parkmerced Non-Pooled Trust Component as of the Due Date in the month
preceding the month in which such Distribution Date occurs, to the extent that a
Monthly Payment or a P&I Advance is made in respect thereof. The Villas
Parkmerced Non-Pooled Withheld Amount for each applicable Distribution Date for
the Villas Parkmerced Non-Pooled Trust Component will be equal to 1/31 of the
interest accrued in respect of the immediately preceding Due Date, to the extent
a Monthly Payment or P&I Advance is made in respect thereof.
"Villas Parkmerced Pooled Trust Component": As defined in the
Preliminary Statement.
"Villas Parkmerced Pooled Withheld Amount": With respect to each
Distribution Date occurring in (i) January of each calendar year that is not a
leap year and (ii) February of each calendar year, in each case unless such
Distribution Date is the final Distribution Date, an amount equal to one day's
interest at the Villas Parkmerced Pooled Component Rate as of the Due Date (less
the Servicing Fee Rate) on the respective Stated Principal Balance of the Villas
Parkmerced Pooled Trust Component, as of the Due Date in the month preceding the
month in which such Distribution Date occurs, to the extent that a Monthly
Payment or a P&I Advance is made in respect thereof. The Villas Parkmerced
Pooled Withheld Amount for each applicable Distribution Date for the Villas
Parkmerced Pooled Trust Component will be equal to 1/31 of the interest accrued
in respect of the immediately preceding Due Date, to the extent a Monthly
Payment or P&I Advance is made in respect thereof.
"Villas Parkmerced Principal Distribution Amount": For any
Distribution Date and in each case only to the extent of Villas Parkmerced
Available Funds, an amount equal to (i) the sum of:
(a) the principal component of all Assumed Scheduled Payments due on
or before the related Due Date (if received or advanced) with respect to the
Villas Parkmerced Mortgage Loan if the Villas Parkmerced Mortgage Loan is
delinquent in respect of its Balloon Payment;
(b) the principal portion of any amount received if the Villas
Parkmerced Mortgage Loan was, during the related Collection Period, repurchased
from the Trust Fund in connection with a Breach or Defect pursuant to Section
2.03, purchased pursuant to Section 3.18, or purchased from the Trust Fund
pursuant to Section 9.01;
(c) the portion of Unscheduled Payments if the Villas Parkmerced
Mortgage Loan was liquidated during the related Collection Period;
(d) the principal component of all Balloon Payments and any other
principal payment on the Villas Parkmerced Mortgage Loan received on or after
the Maturity Date of the Villas Parkmerced Whole Loan, to the extent received
during the related Collection Period;
(e) all other Principal Prepayments received in the related
Collection Period; and
(f) any other full or partial recoveries in respect of principal,
including Insurance Proceeds, Liquidation Proceeds and Net REO Proceeds received
in the related Collection Period (including any amount related to the Loss of
Value Payments to the extent that such amount was transferred into the Serviced
Whole Loan Collection Account pursuant to Section 3.06(f) during the related
Collection Period);
as reduced by (ii) any (1) Nonrecoverable Advances plus interest on
such Nonrecoverable Advances that are paid or reimbursed from principal
collections, in a period during which such principal collections would have
otherwise been included in the Villas Parkmerced Principal Distribution Amount
for such Distribution Date and (2) Workout-Delayed Reimbursement Amounts that
were paid or reimbursed from principal collections, in a period during which
such principal collections would have otherwise been included in the Villas
Parkmerced Principal Distribution Amount for such Distribution Date (provided,
that, in the case of clauses (1) and (2) above, if any of the amounts that were
reimbursed from principal collections on the Villas Parkmerced Mortgage Loan are
subsequently recovered on the Villas Parkmerced Mortgage Loan, such recovery
will increase the Villas Parkmerced Principal Distribution Amount for the
Distribution Date related to the period in which such recovery occurs).
"Villas Parkmerced Whole Loan": As defined in the Preliminary
Statement herein.
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificateholder or Class of
Certificateholders. At all times during the term of this Agreement, the
percentage of Voting Rights assigned to each Class shall be: (a) 98% to be
allocated among the Certificateholders of the respective Classes of Principal
Balance Certificates in proportion to the Certificate Balances of their
Certificates, (b) 2% to be allocated among the Certificateholders of the Class X
Certificates (allocated to the Class X Certificates on a pro rata basis based on
their respective outstanding Notional Amounts at the time of determination), and
(c) 0%, in the case of the Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4,
Class S, Class R and Class LR Certificates. Voting Rights allocated to a Class
of Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests in such Class evidenced by their
respective Certificates.
"Watch List": For any Determination Date, a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be promulgated
as recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Servicer Watch List" available
as of the Closing Date on the CMSA Website, is reasonably acceptable to the
applicable Master Servicer or the Special Servicer, as applicable.
"Weighted Average Net Mortgage Pass-Through Rate": With respect to
any Distribution Date (and with respect to the Villas Parkmerced Mortgage Loan,
only with respect to the Villas Parkmerced Pooled Trust Component), a per annum
rate equal to the fraction (expressed as a percentage) the numerator of which is
the sum for all Mortgage Loans (excluding the Villas Parkmerced Non-Pooled Trust
Component) of the product of (i) the Net Mortgage Pass-Through Rate for each
such Mortgage Loan (excluding the Villas Parkmerced Non-Pooled Trust Component)
as of the immediately preceding Distribution Date and (ii) the Stated Principal
Balance of each such Mortgage Loan (excluding the Villas Parkmerced Non-Pooled
Trust Component) and the denominator of which is the sum of the Stated Principal
Balances of all such Mortgage Loans (excluding the Villas Parkmerced Non-Pooled
Trust Component) as of the immediately preceding Distribution Date.
"Whole Loan": Each of the Villas Parkmerced Whole Loan and the
Arrowhead Shopping Center Whole Loan, as the context may require and as
applicable.
"Withheld Amount": With respect to each Distribution Date occurring
in (i) January of each calendar year that is not a leap year and (ii) February
of each calendar year, unless in each case such Distribution Date is the final
Distribution Date, an amount equal to one day's interest at the Mortgage Rate as
of the Due Date (less the Servicing Fee Rate) on the respective Stated Principal
Balance of each Mortgage Loan (other than the Villas Parkmerced Mortgage Loan)
that does not accrue interest on the basis of a 360-day year of 12 30-day months
as of the Due Date in the month preceding the month in which such Distribution
Date occurs, to the extent that a Monthly Payment or a P&I Advance is made in
respect thereof. The Withheld Amount for each applicable Distribution Date for
each Mortgage Loan (other than the Villas Parkmerced Mortgage Loan) that does
not accrue interest on a 30/360 basis will be equal to 1/31 of the interest
accrued in respect of the immediately preceding Due Date, to the extent a
Monthly Payment or P&I Advance is made in respect thereof.
"Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan or, with respect to Property Advances, any Serviced Whole Loan,
the amount of any Advance made with respect to such Mortgage Loan or Serviced
Whole Loan on or before the date such Mortgage Loan or Serviced Whole 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 is not reimbursed to the Person who made such Advance on or before
the date, if any, on which such Mortgage Loan or Serviced Whole Loan, as the
case may be, becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the related Borrower to pay such amount under
the terms of the modified Loan Documents.
"Workout Fee": An amount equal to 1.0% of each collection of
interest and principal (including scheduled payments, prepayments (provided that
a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to
a Material Defect or a Material Breach shall not be considered a prepayment for
purposes of this definition), Balloon Payments and payments at maturity, but
excluding Excess Interest) received on a Specially Serviced Loan that becomes a
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan,
pursuant to Section 3.12(c). For the avoidance of doubt, the Mortgage Loan
Seller will be required to pay a Workout Fee in connection with a repurchase or
substitution to the extent the Special Servicer was entitled to such a fee and
such fee was unpaid immediately prior to such repurchase or substitution or was
previously paid by the Trust and was not reimbursed by the related Borrower
immediately prior to such repurchase or substitution.
"Yield Maintenance Charge": With respect to any Mortgage Loan or
Serviced Whole Loan, the yield maintenance charge set forth in the related 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, the following provisions shall apply:
(a) All calculations of interest with respect to the Mortgage Loans
and Serviced Companion Loans (other than the Actual/360 Mortgage Loans) and of
Advances in respect thereof provided for herein shall be made on the basis of a
360-day year consisting of twelve 30-day months. All calculations of interest
with respect to the Actual/360 Mortgage Loans and of Advances provided in
respect thereof provided for herein shall be made as set forth in such Mortgage
Loans and, if applicable, Serviced Companion Loans, with respect to the
calculation of the related Mortgage Rate. The Servicing Fee and the Trustee Fee
for each Mortgage Loan or Serviced Whole Loan, as applicable, shall accrue on
the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan,
as applicable.
(b) Any Mortgage Loan or Serviced Whole Loan payment is deemed to be
received on the date such payment is actually received by the applicable Master
Servicer or the Trustee; provided, however, that for purposes of calculating
distributions on the Certificates, Principal Prepayments with respect to any
Mortgage Loan, Serviced Whole Loan are deemed to be received on the date they
are applied in accordance with Section 3.01(b) to reduce the Stated Principal
Balance of such Mortgage Loan or Serviced Whole Loan on which interest accrues.
(c) Except as otherwise provided in the related Loan Documents or
Co-Lender Agreement, any amounts received in respect of a Mortgage Loan or
Serviced Whole Loan as to which a default has occurred and is continuing in
excess of Monthly Payments shall be applied to Default Interest and other
amounts due on such Mortgage Loan or Serviced Whole Loan prior to the
application to late fees.
(d) Allocations of payments between a Mortgage Loan and the related
Serviced Companion Loan(s) in a Whole Loan shall be made in accordance with the
related Co-Lender Agreement.
(e) If an expense under this Agreement relates in the reasonable
judgment of the applicable Master Servicer, the Special Servicer, the Trustee or
the Paying Agent, as applicable, primarily to the administration of the Trust
Fund, any Trust REMIC or the Grantor Trust or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the
actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or
this Agreement states that any expense is solely "an expense of the Trust Fund"
or words of similar import, then such expense shall not be allocated to,
deducted or reimbursed from, or otherwise charged against any Serviced Companion
Loan Noteholder and such Serviced Companion Loan Noteholder shall not suffer any
adverse consequences as a result of the payment of such expense.
(f) All amounts collected on any Mortgage Loan or Serviced Whole
Loan in the form of payments from the related Borrower, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due
and owing under the related Note and Mortgage (including, without limitation,
for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Note and Mortgage (and, with respect to any Serviced
Whole Loan, the related Co-Lender Agreement) and, in the absence of such express
provisions, shall (after provision for amounts to be applied to the payment of,
or to be reimbursed to the applicable Master Servicer, the Special Servicer or
the Trustee for the reimbursement of any outstanding unreimbursed Advances on
such Mortgage Loan or Serviced Whole Loan and interest thereon) be applied:
first, as a recovery of principal then due and owing, in an amount equal to the
Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances, in each case,
that were paid from collections on the Mortgage Loans or the Serviced Whole
Loans, as applicable, and resulted in principal distributed to the
Certificateholders being reduced as a result of clause (ii) in the definition of
"Principal Distribution Amount"; second, as a recovery of accrued and unpaid
interest on such Mortgage Loan or Serviced Whole Loan, as applicable, at the
related Mortgage Rate in effect from time to time to but not including the Due
Date in the related Collection Period of receipt; third, as a recovery of any
remaining principal of such Mortgage Loan or Serviced Whole Loan including by
reason of acceleration of the Mortgage Loan or the Serviced Whole Loan following
a default thereunder (or, if any Liquidation Proceeds are received upon the
liquidation of such Mortgage Loan or any Serviced Whole Loan, as a recovery of
principal to the extent of its entire remaining Stated Principal Balance) or if
the related Co-Lender Agreement, if any, so requires; fourth, in accordance with
the Servicing Standard, as a recovery of any Penalty Charges, Prepayment
Premiums and Yield Maintenance Charges; and fifth, as a recovery of any other
amounts then due and owing under such Mortgage Loan or Serviced Whole Loan, as
applicable. Notwithstanding the preceding, such provisions shall not be deemed
to affect the priority of distributions of payments set forth in the related
Co-Lender Agreement. To the extent that such amounts are paid by a party other
than a Borrower, unless otherwise specified in this Agreement, 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 Proceeds, Condemnation Proceeds or
Liquidation Proceeds) and then paid by the Borrower under the related Mortgage
Loan and Serviced Whole Loan, as applicable, in accordance with the second
preceding sentence. Amounts collected on any REO Loan shall be deemed to be
applied as provided in Section 1.02(g).
(g) Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances with respect to an REO Loan, in each case, that were paid from
collections on the Mortgage Loans or the Serviced Whole Loans, as applicable,
and resulted in principal distributed to the Certificateholders being reduced as
a result of clause (ii) in the definition of "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 applicable Master Servicer or the Special Servicer for the
payment of, the costs of operating, managing, selling, leasing and maintaining
the related REO Property) shall (after provision for amounts to be applied to
the payment of, or to be reimbursed (1) to the applicable Master Servicer or the
Special Servicer for the payment of, the costs of operating, managing and
maintaining the related REO Property and (2) to the applicable Master Servicer,
the Special Servicer or the Trustee for the reimbursement of any outstanding
unreimbursed Advances on such REO Loan (and predecessor Loan) and interest
thereon) be treated: first, to principal, in an amount equal to the
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances with respect
to such REO Loan, in each case, that were paid from collections on the Mortgage
Loans or the Serviced Whole Loans, as applicable, and resulted in principal
distributed to the Certificateholders being reduced as a result of clause (ii)
in the definition of "Principal Distribution Amount"; second, 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 related
Collection Period of receipt; third, as a recovery of any remaining principal of
such REO Loan to the extent of its entire Stated Principal Balance; and fourth,
in accordance with the Servicing Standard, 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) any other amounts, in
that order. With respect to the Serviced Whole Loans, the foregoing shall be
subject to the terms of the related Co-Lender Agreement.
(h) 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.
Section 1.03 Certain Constructions. For purposes of this Agreement,
references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of
Certificates then outstanding as among the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P and Class Q Certificates, except when such
reference is expressly made with respect to the Class VPM Certificates, in which
case it shall mean the most or next most subordinate Class of Certificates then
outstanding among the Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4
Certificates. For such purposes, the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A and Class A-1B Certificates collectively shall be
considered to be one Class. For purposes of this Agreement, each Class of
Certificates, other than the Class LR and Class R Certificates, shall be deemed
to be outstanding only to the extent its respective Certificate Balance has not
been reduced to zero. For purposes of this Agreement, the Class S, Class R and
Class LR Certificates shall be outstanding so long as the Trust Fund has not
been terminated pursuant to Section 9.01 or any other Class of Certificates
remains outstanding. For purposes of this Agreement, each of the Class X
Certificates shall be deemed to be outstanding until its respective Notional
Balance has been reduced to zero.
Notwithstanding anything to the contrary contained herein, for
purposes of this Agreement, each reference to any action by the Master Servicers
or Special Servicer that is subject to the consent or approval of the Directing
Certificateholder or the Controlling Class Representative shall in each case be
further subject to the determination by the applicable Master Servicer or
Special Servicer that taking or refraining from taking the action as proposed by
the Directing Certificateholder or Controlling Class Representative, or not
taking such action as proposed by the applicable Master Servicer or Special
Servicer if the Directing Certificateholder or Controlling Class Representative
fails to grant its consent or approval to any action proposed to be taken by the
applicable Master Servicer or Special Servicer, in each case, is consistent with
the Servicing Standard. In each case, (a) if the response by the Directing
Certificateholder or Controlling Class Representative hereunder is inconsistent
with the Servicing Standard the applicable Master Servicer or the Special
Servicer shall take such action as is consistent with the Servicing Standard,
and (b) if the applicable Master Servicer or Special Servicer determines that
immediate action is necessary to protect the interests of the Certificateholder
and any related Companion Loan Noteholder (as a collective whole), it may take
such action without waiting for a response from the Directing Certificateholder
or Controlling Class Representative.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans; Assignment of Mortgage
Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust designated as "CD 2006-CD2
Mortgage Trust," appoint the Trustee as trustee of the Trust Fund and sell,
transfer, assign, set over and otherwise convey to the Trustee without recourse
(except to the extent herein provided) all the right, title and interest of the
Depositor in and to the Mortgage Loans, including all rights to payment in
respect thereof, except as set forth below, and any security interest thereunder
(whether in real or personal property and whether tangible or intangible) in
favor of the Depositor, and a security interest in all Reserve Accounts,
Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent
included or to be included in the Trust Fund for the benefit of the
Certificateholders and the Serviced Companion Loan Noteholders. Such transfer
and assignment includes all interest and principal due on or with respect to the
Mortgage Loans after the Cut-off Date and in a case of a Mortgage Loan included
in a Whole Loan, is subject to the related Co-Lender Agreement. In connection
with such transfer and assignment, the Depositor shall make a cash deposit to
the applicable Collection Account in an amount equal to the Interest Deposit
Amount. The Depositor, concurrently with the execution and delivery hereof, does
also hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse (except to the extent provided herein) all the right, title and
interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements
as provided therein (excluding the representations, warranties and covenants in
favor of the Depositor set forth in clauses (viii) and (ix) of Section 4(b) of
each Mortgage Loan Purchaser Agreement and the Depositor's rights and remedies
with respect to a breach thereof, and excluding the Depositor's rights and
remedies under the Indemnification Agreements) to the extent related to any
Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral
Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred
to and held in the name of the applicable Master Servicer on behalf of the
Trustee as successor to the Mortgage Loan Sellers.
In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, the Custodian, with copies to the
applicable Master Servicer and the Special Servicer, the following documents or
instruments with respect to each Mortgage Loan, and each Serviced Companion Loan
(which except for the Note referred to in clause (i) below, relate to the Whole
Loan) so assigned (provided, however, the documents specified in items (xix) and
(xx) shall be delivered only to the applicable Master Servicer):
(i) (A) the original Note, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the Originator, without recourse,
either in blank or to the order of the Trustee in the following form: "Pay
to the order of Wells Fargo Bank, N.A., as Trustee for the registered
holders of CD 2006-CD2 Commercial Mortgage Pass-Through Certificates,
without recourse"; and (B) in the case of each Serviced Companion Loan, a
copy of the executed Note for such Serviced Companion Loan;
(ii) the original or a copy of the Mortgage and, if applicable, the
originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the Originator of the Mortgage Loan or
Serviced Whole Loan to the most recent assignee of record thereof prior to
the Trustee, if any, in each case with evidence of recording indicated
thereon;
(iii) an original assignment of the Mortgage, in recordable form,
executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the Originator, either in blank or in favor of the
Trustee (in such capacity);
(iv) (A) an original or copy of any related security agreement (if
such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the Originator of the related Mortgage
Loan or Serviced Whole Loan to the most recent assignee of record thereof
prior to the Trustee, if any; and (B) an original assignment of any
related security agreement (if such item is a document separate from the
related Mortgage) executed by the most recent assignee of record thereof
prior to the Trustee or, if none, by the Originator, either in blank or in
favor of the Trustee (in such capacity), which assignment may be included
as part of the corresponding assignment of Mortgage referred to in clause
(iii) above;
(v) (A) stamped or certified copies of any UCC financing statements
and continuation statements which were filed in order to perfect (and
maintain the perfection of) any 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 Borrower at the Mortgaged Property (in each
case with evidence of filing or recording thereon) and which were in the
possession of the related Mortgage Loan Seller (or its agent) at the time
the Mortgage Files were delivered to the Custodian, together with original
UCC-2 or UCC-3 assignments of financing statements showing a complete
chain of assignment from the secured party named in such UCC-1 financing
statement to the most recent assignee of record thereof prior to the
Trustee, if any, and (B) if any such security interest is perfected and
the earlier UCC financing statements and continuation statements were in
the possession of the related Mortgage Loan Seller, an assignment of UCC
financing statement by the most recent assignee of record prior to the
Trustee or, if none, by the Originator, evidencing the transfer of such
security interest, either in blank or in favor of the Trustee;
(vi) the original or a copy of the Loan Agreement relating to such
Mortgage Loan, if any;
(vii) the original or a copy of the lender's title insurance policy
issued in connection with the origination of the Mortgage Loan, together
with all endorsements or riders (or copies thereof) that were issued with
or subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien on the Mortgaged Property, or a "marked up"
commitment to insure marked as binding and countersigned by the related
insurer or its authorized agent (which may be a pro forma or specimen
title insurance policy which has been accepted or approved as binding in
writing by the related title insurance company), or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company;
(viii) (A) the original or a copy of the related Assignment of
Leases, Rents and Profits (if such item is a document separate from the
Mortgage) and, if applicable, 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
thereof prior to the Trustee, if any, in each case with evidence of
recording thereon; and (B) an original assignment of any related
Assignment of Leases, Rents and Profits (a "Reassignment of Assignment of
Leases, Rents and Profits") (if such item is a document separate from the
Mortgage), in recordable form, executed by the most recent assignee of
record thereof prior to the Trustee or, if none, by the Originator, either
in blank or in favor of the Trustee (in such capacity), which assignment
may be included as part of the corresponding assignment of Mortgage
referred to in clause (iii) above;
(ix) copies of the original environmental indemnity agreements and
environmental insurance policies pertaining to the Mortgaged Properties
required in connection with origination of the Mortgage Loans, if any;
(x) copies of the original Management Agreements, if any, for the
Mortgaged Properties;
(xi) if the Borrower has a leasehold interest in the related
Mortgaged Property, the original ground lease or a copy thereof;
(xii) if the related assignment of contracts is separate from the
Mortgage, the original executed version of such assignment of contracts
and the assignment thereof to the Trustee;
(xiii) if any related Lock-Box Agreement or Cash Collateral Account
Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and
Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if
any, submitted for filing with respect to the related Mortgage Loan
Seller's security interest in the Reserve Accounts, Cash Collateral
Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3
assignments of financing statements assigning such UCC-1 financing
statements to the Trustee on behalf of the Certificateholders and with
respect to any Serviced Whole Loan on behalf of Certificateholders and the
related Serviced Companion Loan Noteholders);
(xiv) originals or copies of all assumption, modification, written
assurance and substitution agreements, with evidence of recording thereon
if appropriate, in those instances where the terms or provisions of the
Mortgage, the Note or any related security document have been modified or
the Mortgage Loan or Serviced Whole Loan has been assumed;
(xv) the original or a copy of any guaranty of the obligations of
the Borrower under the Mortgage Loan or Serviced Whole Loan together with,
as applicable, (A) the original or copies of any intervening assignments
of such guaranty showing a complete chain of assignment from the
Originator of the Mortgage Loan to the most recent assignee thereof prior
to the Trustee and (B) an original assignment of such guaranty executed by
the most recent assignee thereof prior to the Trustee or, if none, by the
Originator;
(xvi) the original or a copy of the power of attorney (with evidence
of recording thereon, if appropriate) granted by the related Borrower if
the Mortgage, Note or other document or instrument referred to above was
signed on behalf of the Borrower pursuant to such power of attorney;
(xvii) with respect to each Whole Loan, a copy of the related
Co-Lender Agreement;
(xviii) with respect to hospitality properties, a copy of the
franchise agreement, if any, an original or copy of the comfort letter, if
any, and any transfer documents with respect to any such comfort letter;
(xix) the original (or copy, if the original is held by the
applicable Master Servicer pursuant to Section 2.01(d)) of any letter of
credit for the benefit of the lender securing such Mortgage Loan; and
(xx) the appropriate assignment or amendment documentation related
to the assignment to the Trust of any letter of credit securing such
Mortgage Loan (or copy thereof, if the original is held by the applicable
Master Servicer pursuant to Section 2.01(d)) which entitles such Master
Servicer on behalf of the Trust to draw thereon.
With respect to the Serviced Whole Loans, except for the Note
referred to in clause (i) of the preceding paragraph, only a single original set
of the Loan Documents specified above is required to be delivered. With respect
to any group of Cross-Collateralized Mortgage Loans, if there exists only one
original or certified copy of any document referred to in Sections 2.01(a)(i)
through 2.01(a)(xx) covering all of the Mortgage Loans in such group of
Cross-Collateralized Mortgage Loans, then the inclusion of such original or
certified copy in the Mortgage File for any of the Mortgage Loans constituting a
part of such group of Cross-Collateralized Mortgage Loans shall be deemed the
inclusion of such original or certified copy in the Mortgage File for each such
Mortgage Loan.
On or prior to the Closing Date, each Mortgage Loan Seller will
retain a third party vendor reasonably satisfactory to the Controlling Class
Representative (which may be the Custodian) to complete the assignment and
recordation of the related Loan Documents in the name of the Trustee on behalf
of the Certificateholders and with respect to a Serviced Whole Loan, the related
Serviced Companion Loan Noteholders. On or promptly following the Closing Date,
each Mortgage Loan Seller will cause such third party vendor, to the extent
possession of recorded copies of each Mortgage and the documents described in
Sections 2.01(a)(iii), (v), (viii), (xiii) and (xiv) have been delivered to it,
at the expense of the Mortgage Loan Seller, (1) to prepare and record (a) each
Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet
been submitted for recording and (b) each Reassignment of Assignment of Leases,
Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise
included in the related Assignment of Mortgage) which has not yet been submitted
for recordation; and (2) to prepare and file each UCC assignment of financing
statement referred to in Section 2.01(a)(v) or (xiii) which has not yet been
submitted for filing or recording. Each Mortgage Loan Seller will direct the
related third party vendor to promptly prepare and submit (and in no event later
than 30 Business Days following the receipt of the related documents in the case
of clause 1(a) above and 60 days following the receipt of the applicable
documents in the case of clauses 1(b) and 2 above) for recording or filing, as
the case may be, in the appropriate public recording or filing office, each such
document. In the event that any such document is lost or returned unrecorded
because of a defect therein, the related Mortgage Loan Seller, at the expense of
such Mortgage Loan Seller (as set forth in the related Mortgage Loan Purchase
Agreement), will promptly prepare a substitute document for signature by the
Depositor or itself, as applicable, and thereafter the related Mortgage Loan
Seller will cause each such document to be duly recorded or filed. Each Mortgage
Loan Seller will, promptly upon receipt of the original recorded or filed copy
(and in no event later than five Business Days following such receipt) deliver
such original to the Custodian (in the case of each UCC financing statement or
UCC assignment of financing statement, with evidence of filing or recording
thereon). Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains the original
Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents
and Profits, if applicable, after any has been recorded, the obligations
hereunder of the Depositor shall be deemed to have been satisfied upon delivery
to the Custodian of a copy of such Mortgage, Assignment of Mortgage or
Reassignment of Assignment of Leases, Rents and Profits, if applicable,
certified by the public recording office to be a true and complete copy of the
recorded original thereof. Notwithstanding the foregoing, there shall be no
requirement to record any assignment to the Trustee or to file any UCC-3
assignment of financing statement in those jurisdictions where, in the written
opinion of local counsel (which opinion shall not be an expense of the Trust
Fund or, any Serviced Companion Loan Noteholder) 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 Mortgage Loan Sellers, the
applicable Master Servicer, the Special Servicer, any sub-servicer or the
Depositor.
If a Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original or a copy of the related lender's title
insurance policy referred to in Section 2.01(a)(vii) solely because such policy
has not yet been issued, the delivery requirements of this Section 2.01 will be
deemed to be satisfied as to such missing item, and such missing item will be
deemed to have been included in the related Mortgage File by delivery of a
binder marked as binding and countersigned by the title insurer or its
authorized agent (which may be a pro forma or specimen title insurance policy
which has been accepted or approved as binding in writing by the related title
insurance company) or an acknowledged closing instruction or escrow letter.
Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment
of Leases, Rents and Profits and UCC assignments of financing statements shall
be held by the Custodian.
Subject to the third preceding paragraph, all original documents
relating to the Mortgage Loans which are not delivered to the Custodian are and
shall be held by the Depositor, the Trustee or the applicable Master Servicer
(or a sub-servicer on its behalf), as the case may be, in trust for the benefit
of the Certificateholders and, insofar as they also relate to the Serviced
Companion Loans, on behalf of and for the benefit of the related Serviced
Companion Loan Noteholders. In the event that any such original document, or in
the case of a Serviced Companion Loan, the original Note, is required pursuant
to the terms of this Section to be a part of a Mortgage File in order to
effectuate the purposes of this Agreement, such document shall be delivered
promptly to the Custodian.
(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 Custodian, on or before the
Closing Date, the Note, for each Mortgage Loan so assigned or a copy of the Note
evidencing each related Serviced Companion Loan and, within 30 days following
the Closing Date, the remaining applicable documents referred to in Section
2.01(a) for each such Mortgage Loan or Serviced Companion Loan, in each case
with copies to the applicable Master Servicer. If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the
original Note, such Mortgage Loan Seller shall deliver a copy or duplicate
original of such Note, together with an affidavit certifying that the original
thereof has been lost or destroyed and an indemnification in favor of the
Trustee. The Trustee shall provide a certification (in the form attached hereto
as Exhibit S-1) on the Closing Date that all Notes or appropriate lost note
affidavits have been delivered (with any exceptions noted). The Trustee shall
provide a certification no later than 60 days after the Closing Date (in the
form attached hereto as Exhibit S-2) that a copy of the Mortgage, a copy of any
related ground leases, the originals of any related letters of credit (or
copies, if the originals are held by the applicable Master Servicer pursuant to
Section 2.01(d)) and the lender's title policy (original or copy or marked-up
title commitment marked as binding and countersigned by the title company or its
authorized agent either on its face or by an acknowledged closing instruction or
escrow letter, which may be a pro forma or specimen title insurance policy which
has been accepted or approved as binding in writing by the related title
insurance company) and, with respect to hospitality properties, a copy of the
franchise agreement, an original or copy of the comfort letter and any transfer
documents with respect to such comfort letter required to be delivered on the
Closing Date have been delivered (with any exceptions noted).
If the applicable Mortgage Loan Seller or the Depositor cannot
deliver, or cause to be delivered, as to any Mortgage Loan, the original or a
copy of any of the documents and/or instruments referred to in Section
2.01(a)(ii), Section 2.01(a)(v), Section 2.01(a)(viii)(A), Section 2.01(a)(xiv)
and Section 2.01(a)(xvi) and the UCC financing statements and UCC assignments of
financing statements referred to in Section 2.01(a)(xiii), with evidence of
recording or filing thereon, solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, or because such original recorded or filed document
has been lost or returned from the recording or filing office and subsequently
lost, as the case may be, the delivery requirements of Section 2.01 shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that a copy of such document or instrument (without evidence of recording or
filing thereon, but certified (which certificate may relate to multiple
documents and/or instruments) by the applicable public recording or filing
office, the applicable title insurance company or the related Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording or filing, as the case may be) has been delivered to the Custodian
within 45 days after the Closing Date, and either the original of such missing
document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to the Custodian within 180 days after
the Closing Date (or within such longer period after the Closing Date as the
Trustee may consent to, which consent shall not be unreasonably withheld so long
as the related Mortgage Loan Seller has provided the Trustee with evidence of
such recording or filing, as the case may be, or has certified to the Trustee as
to the occurrence of such recording or filing, as the case may be, and is, as
certified to the Trustee no less often than quarterly, in good faith attempting
to obtain from the appropriate county recorder's or filing office such original
or copy; provided that in no event shall such extension exceed 24 months after
the Closing Date).
(c) Notwithstanding anything herein to the contrary, with respect to
the documents referred to in clause (xix) and clause (xx) of Section 2.01(a),
the applicable Master Servicer shall hold the original of each such document in
trust on behalf of the Trust in order to draw on such letter of credit on behalf
of the Trust 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 by delivering the original of each such document
to the applicable Master Servicer, who shall forward a copy of the applicable
document to the Trustee. The applicable Mortgage Loan Seller shall pay any costs
of assignment or amendment of such letter of credit (which amendment shall
change the beneficiary of the letter of credit to the Trust in care of the
applicable Master Servicer) required in order for such Master Servicer to draw
on such letter of credit on behalf of the Trust. In the event that the documents
specified in clause (xx) of Section 2.01(a) are missing because the related
assignment or amendment documents have not been completed, the applicable
Mortgage Loan Seller shall take all necessary steps to enable the applicable
Master Servicer to draw on the related letter of credit on behalf of the Trust
including, if necessary, drawing on the letter of credit in its own name
pursuant to written instructions from such Master Servicer and immediately
remitting such funds (or causing such funds to be remitted) to such Master
Servicer.
Section 2.02 Acceptance by Custodian and the Trustee. By its
execution and delivery of this Agreement, the Trustee acknowledges the
assignment to it of the Mortgage Loans in good faith without notice of adverse
claims and declares that the Custodian holds and will hold such documents and
all others delivered to it constituting the Mortgage File (to the extent the
documents constituting the Mortgage File are actually delivered to the
Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust,
upon the conditions herein set forth, for the use and benefit of all present and
future Certificateholders and Serviced Companion Loan Noteholders. The Custodian
agrees to review each Mortgage File within 90 days after the later of the
Closing Date or actual receipt (but no later than 120 days after the Closing
Date with respect to any Mortgage File received within 100 days after the
Closing Date), to ascertain that all documents (other than documents referred to
in clause (xix) and clause (xx) of Section 2.01(a) which shall be delivered to
the applicable Master Servicer and the documents referred to in clauses (iii),
(v)(B) and (viii)(B) of Section 2.01(a) and the assignments of financing
statements referred to in clause (xiii) of Section 2.01(a) which shall be
delivered for filing or recording by the Mortgage Loan Sellers as provided
herein) referred to in Section 2.01(a) above (in the case of the documents
referred to in Section 2.01(a)(iv), (v), (vi), (vii) (in the case of any
endorsement thereto), (viii), (ix) and (x) through (xx), as identified to it in
writing by the related Mortgage Loan Seller) and any original recorded documents
included in the delivery of a Mortgage File have been received, have been
executed, appear to be what they purport to be, purport to be recorded or filed
(as applicable) and have not been torn in any materially adverse manner or
mutilated or otherwise defaced, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule. In so doing, the Custodian may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If at the conclusion of such
review any document or documents constituting a part of a Mortgage File have not
been executed or received, have not been recorded or filed (if required), are
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear
not to be what they purport to be or have been torn in any materially adverse
manner or mutilated or otherwise defaced, the Custodian shall promptly so notify
(in the form attached hereto as Exhibit R) the Trustee, the Controlling Class
Representative, the Class VPM Controlling Holder (if related to the Villas
Parkmerced Mortgage Loan), the Depositor, the applicable Master Servicer, the
Special Servicer and the related Mortgage Loan Seller by providing a written
report, setting forth for each affected Mortgage Loan, with particularity, the
nature of the defective or missing document. The Depositor shall or shall cause
the related Mortgage Loan Seller to deliver an executed, recorded or undamaged
document, as applicable, or, if the failure to deliver such document in such
form has a material adverse effect on the security provided by the related
Mortgaged Property or the ability of the Trustee to timely enforce any rights or
remedies in respect of such Mortgaged Property, the Depositor shall cause the
related Mortgage Loan Seller to cure, repurchase or substitute for the related
Mortgage Loan in the manner provided in Section 2.03. None of the Master
Servicers, the Special Servicer or the Trustee shall be responsible for any
loss, cost, damage or expense to the Trust Fund resulting from any failure to
receive any document constituting a portion of a Mortgage File noted on such a
report or for any failure by the Depositor to use its best efforts to deliver
any such document.
Contemporaneously with its execution of this Agreement, the
Depositor shall cause each Mortgage Loan Seller to deliver, a power of attorney
to each Master Servicer and Special Servicer, at the direction of the
Controlling Class Representative or its assignees, to take such other action as
is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been
delivered, assigned or recorded at the time required for enforcement by the
Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of
the Mortgage Loan Sellers will be required to effect (at the expense of the
applicable Mortgage Loan Seller) the assignment and recordation of its
respective Loan Documents until the assignment and recordation of all such Loan
Documents has been completed.
In reviewing any Mortgage File pursuant to the second preceding
paragraph or Section 2.01, the applicable Master Servicer shall have no
responsibility to cause the Custodian or Trustee to, and the Custodian or
Trustee will have no responsibility to, examine any opinions or determine
whether any document is legal, valid, binding or enforceable, whether the text
of any assignment or endorsement is in proper or recordable form (except, if
applicable, to determine if the Trustee is the assignee or endorsee), whether
any document has been recorded in accordance with the requirements of any
applicable jurisdiction, whether a blanket assignment is permitted in any
applicable jurisdiction, or whether any Person executing any document or
rendering any opinion is authorized to do so or whether any signature thereon is
genuine.
The Custodian shall hold that portion of the Trust Fund delivered to
the Custodian consisting of "instruments" (as such term is defined in Section
9-102 of the Uniform Commercial Code as in effect in Minnesota on the date
hereof) in Minnesota and, except as otherwise specifically provided in this
Agreement, shall not remove such instruments from Minnesota, as applicable,
unless it receives an Opinion of Counsel (obtained and delivered at the expense
of the Person requesting the removal of such instruments from Minnesota) that in
the event the transfer of the Mortgage Loans to the Trustee is deemed not to be
a sale, after such removal, the Trustee will possess a first priority perfected
security interest in such instruments.
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Mortgage Loans. (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;
(ii) The Depositor has taken all necessary 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;
(iii) This Agreement has been duly and validly executed and
delivered by the Depositor and 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 in accordance with
the terms of this Agreement, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors' rights
generally, or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(iv) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any provision of its certificate of incorporation or bylaws,
or any law or regulation to which the Depositor is subject, or conflict
with, result in a breach of or constitute a default under (or an event
which with notice or lapse of time or both would constitute a default
under) any of the terms, conditions or provisions of any agreement or
instrument to which the Depositor is a party or by which it is bound, or
any law, 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;
(v) The certificate of incorporation of the Depositor provides that
the Depositor is permitted to engage in only the following activities:
(A) to acquire, own, hold, sell, transfer, assign, pledge and
otherwise deal with the following: (I) "fully-modified pass-through"
certificates ("GNMA Certificates") issued and guaranteed as to
timely payment of principal and interest by the Government National
Mortgage Association ("GNMA"), a wholly-owned corporate
instrumentality of the United States within the Department of
Housing and Urban Development organized and existing under Title III
of the National Housing Act of 1934; (II) Guaranteed Mortgage
Pass-Through Certificates ("FNMA Certificates") issued and
guaranteed as to timely payment of principal and interest by FNMA;
(III) Mortgage Participation Certificates ("FHLMC Certificates")
issued and guaranteed as to timely payment of interest and ultimate
or full payment of principal by FHLMC; (IV) any other participation
certificates, pass-through certificates or other obligations or
interests backed directly or indirectly by mortgage loans and issued
or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA
Certificates, FNMA Certificates and FHLMC Certificates, the "Agency
Securities"); (V) mortgage-backed securities, which securities need
not be issued or guaranteed, in whole or in part, by any
governmental entity, issued by one or more private entities
(hereinafter referred to as "Private Securities"); (VI) mortgage
loans secured by first, second or more junior liens on one-to-four
family residential properties, multifamily properties that are
either rental apartment buildings or projects containing five or
more residential units or commercial properties, regardless of
whether insured or guaranteed in whole or in part by any
governmental entity, or participation interests or stripped
interests in such mortgage loans ("Mortgage Loans"); (VII)
conditional sales contracts and installment sales or loan agreements
or participation interests therein secured by manufactured housing
("Contract"); and (VIII) receivables of third-parties or other
financial assets of third-parties, either fixed or revolving, that
by their terms convert into cash within a finite time period ("Other
Assets");
(B) to loan its funds to any person under loan agreements and
other arrangements which are secured by Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets;
(C) to authorize, issue, sell and deliver bonds or other
evidences of indebtedness that are secured by Agency Securities,
Private Securities, Mortgage Loans, Contracts and/or Other Assets;
(D) to authorize, issue, sell and deliver certificates
evidencing beneficial ownership interests in pools of Agency
Securities, Private Securities, Mortgage Loans, Contracts and/or
Other Assets; and
(E) to engage in any activity and to exercise any powers
permitted to corporations under the laws of the State of Delaware
that are incident to the foregoing and necessary or convenient to
accomplish the foregoing.
Capitalized terms defined in this clause (v) shall apply only to such clause;
(vi) There is no action, suit, proceeding or investigation pending
or threatened against the Depositor in any court or by or before any other
governmental agency or instrumentality which would materially and
adversely affect the ability of the Depositor to carry out its obligations
under this Agreement;
(vii) No consent, approval, authorization or order of, or
registration or filing with, or notice to any court or governmental agency
or body, is required for the execution, delivery and performance by the
Depositor of or compliance by the Depositor with this Agreement, or if
required, such approval has been obtained prior to the Cut-off Date; and
(viii) The Trustee, if not the owner of the related Mortgage Loan,
will have a valid and perfected security interest of first priority in
each of the Mortgage Loans and any proceeds thereof.
(b) The Depositor hereby represents and warrants with respect to
each Mortgage Loan that:
(i) Immediately prior to the transfer and assignment to the Trustee,
the Note and the Mortgage were not subject to an assignment or pledge, and
the Depositor had good title to, and was the sole owner of, the Mortgage
Loan and had full right to transfer and sell the Mortgage Loan to the
Trustee free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest;
(ii) The Depositor is transferring such Mortgage Loan free and clear
of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan;
(iii) The related Assignment of Mortgage constitutes the legal,
valid and binding assignment of such Mortgage from the Depositor to the
Trustee, and any related Reassignment of Assignment of Leases, Rents and
Profits constitutes the legal, valid and binding assignment from the
Depositor to the Trustee; and
(iv) No claims have been made by the Depositor under the lender's
title insurance policy, and the Depositor has not done anything which
would impair the coverage of such lender's title insurance policy.
(c) It is understood and agreed that the representations and
warranties set forth in this Section 2.03 shall survive delivery of the
respective Mortgage Files to the Custodian until the termination of this
Agreement, and shall inure to the benefit of the Certificateholders, the
Serviced Companion Loan Noteholders, the applicable Master Servicer and the
Special Servicer.
(d) If any party hereto discovers that any document constituting a
part of a Mortgage File has not been delivered within the time periods provided
for in Section 2.01, has not been properly executed, is missing, does not appear
to be regular on its face or contains information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule (each, a "Defect"), or discovers or receives notice of a breach of
any representation or warranty of any Mortgage Loan Seller made pursuant to the
related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a
"Breach"), such party shall give prompt written notice thereof to each of the
Rating Agencies, the related Mortgage Loan Seller, the other parties hereto, the
Controlling Class Representative and the Class VPM Controlling Holder (if
related to the Villas Parkmerced Mortgage Loan). If any such Defect or Breach
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
Certificateholders in any Mortgage Loan hereunder, then such Defect shall
constitute a "Material Defect" or such Breach shall constitute a "Material
Breach," as the case may be; provided, however, that if any of the documents
specified in Section 2.01(i), (ii), (vii), (xi), and (xix) of the definition of
"Mortgage File" are not delivered as required in Section 2.01(a), it shall be
deemed a Material Defect. Promptly upon receiving written notice of any such
Material Defect or Material Breach with respect to a Mortgage Loan (including
through a written notice given by any party hereto, as provided above), the
applicable Mortgage Loan Seller shall, not later than 90 days from the
applicable Mortgage Loan Seller's receipt of notice from the Depositor, any
Master Servicer, the Special Servicer, the Trustee or the Custodian of such
Material Defect or Material Breach, as the case may be (or, in the case of a
Material Defect or Material Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of the REMIC Provisions, not later than
90 days after the Mortgage Loan Seller or any party hereto discovering such
Material Defect or Material Breach) (any such 90-day period, the "Initial
Resolution Period"), (i) cure the same in all material respects, (ii) repurchase
the affected Mortgage Loan at the applicable Repurchase Price or in conformity
with the applicable Mortgage Loan Purchase Agreement or (iii) substitute a
Qualifying Substitute Mortgage Loan for such affected Mortgage Loan (provided
that, in no event shall such substitution occur later than the second
anniversary of the Closing Date and no substitution will be permitted with
respect to the Villas Parkmerced Mortgage Loan) and pay to the applicable Master
Servicer for deposit into its Collection Account (or, with respect to any
Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account) any
Substitution Shortfall Amount in connection therewith; provided, however, that
with respect to any Material Defect arising from a missing document as to which
the Trustee inadvertently certified its possession of such document (x) on the
Closing Date, in the form of Exhibit S-1 or (y) no later than 45 days following
the Closing Date, in the form of Exhibit S-2, the related Mortgage Loan Seller
shall have (A) 15 days to cure the Material Defect relating to the missing
document in the certification of clause (x) and (B) 30 days to cure the Material
Defect relating to the missing document in the certification of clause (y);
provided, further, that if (i) such Material Defect (other than the one relating
to the immediately preceding proviso) or Material Breach is capable of being
cured but not within the Initial Resolution Period, (ii) such Material Defect or
Material Breach is not related to any Mortgage Loan's not being a "qualified
mortgage" within the meaning of the REMIC Provisions and (iii) the Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Material
Defect or Material Breach within the Initial Resolution Period, then the
Mortgage Loan Seller shall have an additional period equal to the applicable
Resolution Extension Period to complete such cure or, failing such cure, to
repurchase the Mortgage Loan or substitute a Qualifying Substitute Mortgage
Loan. The applicable Mortgage Loan Seller shall have an additional 90 days
(without duplication of the additional 90-day period set forth in the last
sentence of the definition of Resolution Extension Period) to cure such Material
Defect or Material Beach; provided that, the Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect or Material
Breach and such failure to cure is solely the result of a delay in the return of
documents from the local filing or recording authorities. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a hotel, restaurant (operated by
a Borrower), healthcare facility, nursing home, assisted living facility,
self-storage facility, theatre, mobile home park or fitness center (operated by
a Borrower) property, then the failure to deliver to the Trustee copies of the
UCC financing statements with respect to such Mortgage Loan shall not be a
Material Defect.
If one or more (but not all) of the Mortgage Loans constituting a
cross-collateralized group of Mortgage Loans are to be repurchased or
substituted by the applicable Mortgage Loan Seller as contemplated by this
Section 2.03(d), then, prior to the subject repurchase or substitution, the
applicable Mortgage Loan Seller or its designee shall use its reasonable
efforts, subject to the terms of the related Mortgage Loan(s), to prepare and,
to the extent necessary and appropriate, have executed by the related Borrower
and record, such documentation as may be necessary to terminate the
cross-collateralization between the Mortgage Loan(s) in such
cross-collateralized group of Mortgage Loans that are to be repurchased or
substituted, on the one hand, and the remaining Mortgage Loan(s) therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that, no such termination shall be effected
unless and until the Controlling Class Representative, if one is then acting,
has consented in its sole discretion and the Trustee has received from the
applicable Mortgage Loan Seller (i) an Opinion of Counsel to the effect that
such termination would not cause an Adverse REMIC Event to occur and (ii)
written confirmation from each Rating Agency that the then current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified, downgraded or withdrawn by reason of such
termination; provided, further, that the Mortgage Loan Seller, in the case of
the related Mortgage Loans, may, at its option and within the 90-day cure period
(and any applicable extension thereof) described above, purchase or substitute
for the entire subject cross-collateralized group of Mortgage Loans in lieu of
effecting a termination of the cross-collateralization. All costs and expenses
incurred by the Trustee or any Person acting on its behalf pursuant to this
paragraph shall be included in the calculation of the Repurchase Price for the
Mortgage Loan(s) to be repurchased or substituted. If the
cross-collateralization of any cross-collateralized group of Mortgage Loans
cannot be terminated as contemplated by this paragraph, then the Seller shall
repurchase or substitute the entire subject cross-collateralized group of
Mortgage Loans.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties with respect to
a Mortgage Loan or cross-collateralized group of Mortgage Loans, the applicable
Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan or
cross-collateralized group of Mortgage Loans if the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the
related Loan Documents (and such Mortgaged Property is, in fact, released) and
the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Loan Documents and the Mortgage Loan Seller provides an Opinion of
Counsel to the effect that such release would not cause an Adverse REMIC Event
to occur.
In the event that a Mortgage Loan Seller, in connection with a
Material Defect or a Material Breach (or an allegation of a Material Defect or a
Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to
an agreement or a settlement between the applicable Mortgage Loan Seller and the
Special Servicer, on behalf of the Trust (each such payment, a "Loss of Value
Payment") with respect to such Mortgage Loan, the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.06(f). If such Loss of Value Payment is made, the Loss
of Value Payment shall serve as the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Material
Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller
to otherwise cure such Material Breach or Material Defect or repurchase or
substitute for the affected Mortgage Loan based on such Material Breach or
Material Defect under any circumstances. This paragraph is intended to apply
only to a mutual agreement or settlement between the applicable Mortgage Loan
Seller and the Trust, provided, however, that prior to any such agreement or
settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or
the Trustee from exercising any of its rights related to a Material Defect or a
Material Breach in the manner and timing set forth in the related Mortgage Loan
Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan), and
provided, further, that such Loss of Value Payment shall not be greater than the
Repurchase Price of the affected Mortgage Loan.
(e) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.03, (A) the Trustee, the applicable
Master Servicer (with respect to any such Mortgage Loan other than a Specially
Serviced Loan) and the Special Servicer (with respect to any such Mortgage Loan
that is a Specially Serviced Loan) shall each tender to the applicable Mortgage
Loan Seller, upon delivery (i) to each of the applicable Master Servicer or the
Special Servicer, as applicable, of a trust receipt and (ii) to the Trustee by
the applicable Master Servicer or the Special Servicer, as applicable, of a
Request for Release and an acknowledgement by such Master Servicer or Special
Servicer, as applicable, of its receipt of the Repurchase Price or the
Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (1) all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (2) each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or
assigned without recourse in the form of endorsement or assignment provided to
the Trustee by the applicable Mortgage Loan Seller, as the case may be, to the
applicable Mortgage Loan Seller as shall be necessary to vest in the applicable
Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan to
the extent such ownership was transferred to the Trustee (provided, however,
that the applicable Master Servicer or Special Servicer, as applicable, shall
use reasonable efforts to cooperate in furnishing necessary information to the
extent in its possession to the Mortgage Loan Seller in connection with such
Mortgage Loan Seller's preparation of such endorsement or assignment) and (B)
the Trustee shall release, or cause a release of, any escrow payments and
reserve funds held by the Trustee, or on the Trustee's behalf, in respect of
such Mortgage Loan to the applicable Mortgage Loan Seller.
(f) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee, enforce the obligations of the applicable
Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in accordance with the Servicing
Standard. The Trustee, the applicable Master Servicer and the Special Servicer,
as the case may be, shall be reimbursed for the reasonable costs of such
enforcement: first, pursuant to Section 3.06 (with respect to the related
Mortgage Loan), out of the related Repurchase Price or Substitution Shortfall
Amount, as applicable, to the extent that such expenses are a specific component
thereof; and second, if at the conclusion of such enforcement action it is
determined that the amounts described in clause first are insufficient, then
pursuant to Section 3.06, out of general collections on the Mortgage Loans on
deposit in the applicable Collection Account in each case with interest thereon
at the Advance Rate from the time such expense was incurred to, but excluding,
the date such expense was reimbursed.
So long as document exceptions are outstanding, on each anniversary
of the Closing Date, the Custodian shall prepare and forward to the Depositor,
the Trustee, the applicable Master Servicer, the Special Servicer, the
Controlling Class Representative (as identified to the Custodian by the Trustee)
and the applicable Mortgage Loan Seller, a document exception report setting
forth the then current status of any Defects related to the Mortgage Files
pertaining to the Mortgage Loans sold by such Mortgage Loan Seller in a format
mutually agreed upon between the Custodian and the Trustee.
As to any Qualifying Substitute Mortgage Loan, the Trustee shall
direct the related Mortgage Loan Seller to deliver to the Custodian for such
Qualifying Substitute Mortgage Loan (with a copy to the applicable Master
Servicer), the related Mortgage File with the related Note endorsed as required
by Section 2.01(a)(i) hereof. Monthly Payments due with respect to Qualifying
Substitute Mortgage Loans in or prior to the month of substitution shall not be
part of the Trust Fund and will be retained by the applicable Master Servicer
and remitted by such Master Servicer to the related Mortgage Loan Seller on the
next succeeding Distribution Date. For the month of repurchase or substitution,
distributions to Certificateholders will include the Monthly Payment(s) due on
the related Removed Mortgage Loan and received by the applicable Master Servicer
or the Special Servicer on behalf of the Trust on or prior to the related date
of repurchase or substitution, as applicable, and such Mortgage Loan Seller
shall be entitled to retain all amounts received thereafter in respect of such
Removed Mortgage Loan.
In any month in which a Mortgage Loan Seller substitutes one or more
Qualifying Substitute Mortgage Loans for one or more Removed Mortgage Loans, the
applicable Master Servicer will determine the applicable Substitution Shortfall
Amount. The Trustee shall direct such Mortgage Loan Seller to deposit cash equal
to such amount into the applicable Collection Account and/or the applicable
Serviced Whole Loan Collection Account, as applicable, concurrently with the
delivery of the Mortgage Files for such Qualifying Substitute Mortgage Loans,
without any reimbursement thereof. The Trustee shall also direct such Mortgage
Loan Seller to give written notice to the Depositor and the applicable Master
Servicer of such deposit. The Trustee shall amend the Mortgage Loan Schedule to
reflect the removal of each Removed Mortgage Loan and, if applicable, the
substitution of the Qualifying Substitute Mortgage Loan; and, upon such
amendment, the Trustee shall deliver or cause the delivery of such amended
Mortgage Loan Schedule to the other parties hereto. Upon any such substitution,
the Qualifying Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects.
It is understood and agreed that Section 6 of the Mortgage Loan
Purchase Agreements provides the sole remedy available to the Certificateholders
and the Trustee on behalf of the Certificateholders respecting any Breach
(including a Breach with respect to a Mortgage Loan failing to constitute a
Qualified Mortgage) or any Defect.
(g) In the event that any litigation is commenced which alleges
facts which, in the judgment of the Depositor, could constitute a breach of any
of the Depositor's representations and warranties relating to the Mortgage
Loans, the Depositor hereby reserves the right to conduct the defense of such
litigation at its expense and shall not be required to obtain any consent from
the applicable Master Servicer, the Special Servicer or the Controlling Class
Representative.
(h) If for any reason a Mortgage Loan Seller fails to fulfill its
obligations under the related Mortgage Loan Purchase Agreement with respect to
any Mortgage Loan, the Special Servicer shall use reasonable efforts in
enforcing any obligation of such Mortgage Loan Seller to cure, repurchase or
substitute for such Mortgage Loan under the terms of the related Mortgage Loan
Purchase Agreement all at the expense of such Mortgage Loan Seller.
Section 2.04 Representations, Warranties and Covenants of each
Master Servicer, Special Servicer and Trustee. (a) Each Master Servicer, as
Master Servicer with respect to the Mortgage Loans and, if applicable, Serviced
Whole Loans, that it is servicing hereunder, hereby represents and warrants with
respect to itself to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor, the Special Servicer and the Serviced
Companion Loan Noteholders, as of the Closing Date, that:
(i) Such Master Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Delaware
(with respect to the Midland Master Servicer, or is a national banking
association, duly organized, validly existing and in good standing under
the laws of the United States (with respect to the Wachovia Master
Servicer), and such Master Servicer is in compliance with the laws of each
state (within the United States of America) in which any related Mortgaged
Property is located to the extent necessary to perform its obligations
under this Agreement;
(ii) The execution and delivery of this Agreement by such Master
Servicer, and the performance and compliance with the terms of this
Agreement by such Master Servicer, do not (A) violate such Master
Servicer's certificate of incorporation (with respect to the Midland
Master Servicer) or Articles of Association (with respect to the Wachovia
Master Servicer) 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 such 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 such Master Servicer to perform
its obligations under this Agreement or its financial condition;
(iii) Such Master Servicer has the full corporate 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 by it of this Agreement, and has duly executed
and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Paying Agent, the Special Servicer and the
Depositor, constitutes a valid, legal and binding obligation of such
Master Servicer, enforceable against such Master Servicer in accordance
with the terms hereof, subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors' rights generally, and general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) Such Master 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, municipal or governmental agency, which default, in
such Master Servicer's reasonable judgment is likely to materially and
adversely affect the financial condition or operations of such Master
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 such Master
Servicer's knowledge, threatened against such Master Servicer which would
prohibit such Master Servicer from entering into this Agreement or, in
such Master Servicer's good faith and reasonable judgment is likely to
materially and adversely affect either the ability of such Master Servicer
to perform its obligations under this Agreement or the financial condition
of such Master Servicer;
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by such Master Servicer, or compliance by such Master Servicer
with, this Agreement or the consummation of the transactions of such
Master Servicer contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained, or which, if not
obtained would not have a materially adverse effect on the ability of such
Master Servicer to perform its obligations hereunder;
(viii) Each officer and employee of such Master Servicer that has
responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Whole Loans is covered by errors and omissions insurance
and the fidelity bond in the amounts and with the coverage required by
this Agreement.
(b) The Special Servicer, as Special Servicer, hereby represents and
warrants to and covenants with the Trustee, for its own benefit the benefit of
the Certificateholders, and to the Depositor, each Master Servicer and the
Serviced Companion Loan Noteholders, 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 Florida, and
the Special Servicer is in compliance with the laws of each state (within
the United States of America) in which any related 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, do not (A) violate the Special
Servicer's certificate 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 corporate 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 by it of this Agreement, and has duly executed
and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Paying Agent, each Master Servicer 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 to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors' rights generally, and 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, municipal 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 is likely to
materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition
of the Special Servicer;
(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 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 which, if not
obtained would not have a materially adverse effect on the ability of the
Special Servicer to perform its obligations hereunder;
(viii) Each officer and employee of the Special Servicer that has
responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Whole Loans is covered by errors and omissions insurance
and the fidelity bond in the amounts and with the coverage required by
this Agreement.
(c) It is understood and agreed that the representations and
warranties set forth in this Section shall survive delivery of the respective
Mortgage Files to the Trustee or the Custodian on behalf of the Trustee until
the termination of this Agreement, and shall inure to the benefit of the
Trustee, the Depositor, the Serviced Companion Loan Noteholders and the Master
Servicers or Special Servicer, as the case may be. Upon discovery by the
Depositor, either Master Servicer, the Special Servicer or a Responsible Officer
of the Trustee (or upon written notice thereof from any Certificateholder) of a
breach of any of the representations and warranties set forth in this Section
which materially and adversely affects the interests of the Certificateholders,
the applicable Master Servicer, Special Servicer or the Trustee in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties hereto and the Mortgage Loan Sellers.
(d) The Trustee hereby represents and warrants to the Depositor,
each Master Servicer, the Special Servicer and the Serviced Companion Loan
Noteholders as of the Closing Date, that:
(i) The Trustee is a national banking association duly organized,
validly existing, and in good standing under the laws of the United States
and has full power, authority and legal right to own its properties and
conduct its business as presently conducted and to execute, deliver and
perform the terms of this Agreement.
(ii) This Agreement has been duly authorized, executed and delivered
by the Trustee and, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a legal, valid and binding
instrument enforceable against the Trustee in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law).
(iii) Neither the execution and delivery of this Agreement by the
Trustee nor the consummation by the Trustee of the transactions herein
contemplated to be performed by the Trustee, nor compliance by the Trustee
with the provisions hereof, will conflict with or result in a breach of,
or constitute a default under, any of the provisions of any applicable law
(subject to the appointment in accordance with such applicable law of any
co-Trustee or separate Trustee required pursuant to this Agreement),
governmental rule, regulation, judgment, decree or order binding on the
Trustee or its properties or the organizational documents of the Trustee
or the terms of any material agreement, instrument or indenture to which
the Trustee is a party or by which it is bound.
(iv) The Trustee is not in violation of, and the execution and
delivery of this Agreement by the Trustee and its performance and
compliance with the terms of this Agreement will not constitute a
violation with respect to, any order or decree of any court binding on the
Trustee or any law, order or regulation of any federal, state, municipal
or governmental agency having jurisdiction, or result in the creation or
imposition of any lien, charge or encumbrance which, in any such event,
would have consequences that would materially and adversely affect the
condition (financial or otherwise) or operation of the Trustee or its
properties or impair the ability of the Trust Fund to realize on the
Mortgage Loans;
(v) No consent, approval, authorization or order of, or registration
or filing with, or notice to any court or governmental agency or body, is
required for the execution, delivery and performance by the Trustee of or
compliance by the Trustee with this Agreement, or if required, such
approval has been obtained prior to the Cut-off Date.
Section 2.05 Execution and Delivery of Certificates; Issuance of
Villas Parkmerced Loan REMIC Regular Interests and Lower-Tier Regular Interests.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to the Custodian (to the extent the documents
constituting the Mortgage Files are actually delivered to the Custodian),
subject to the provisions of Section 2.01 and Section 2.02 and, concurrently
with such delivery, (i) acknowledges and hereby declares that it holds the
Villas Parkmerced Mortgage Loan and the other property comprising the Villas
Parkmerced Loan REMIC for the benefit of (y) the Holders of the Class LR
Certificates (in respect of the residual interest in the Villas Parkmerced Loan
REMIC) and (z) the Lower-Tier REMIC as the holder of the Villas Parkmerced Loan
REMIC Regular Interests; (ii) acknowledges the issuance of the Villas Parkmerced
Loan REMIC Regular Interests and the Class LR Certificates (as provided in
clause (v)) and hereby declares that it holds the Villas Parkmerced Loan REMIC
Regular Interests on behalf of the Lower-Tier REMIC, the Upper-Tier REMIC and
the Holders of the Certificates (other than the Class S Certificates), (iii)
acknowledges and hereby declares that it holds the Mortgage Loans (excluding
Excess Interest and the Villas Parkmerced Mortgage Loan) and the Villas
Parkmerced Loan REMIC Regular Interests on behalf of the Lower-Tier REMIC and
the Holders of the Certificates (other than the Class S Certificates); (iv)
acknowledges the issuance of the Lower-Tier Regular Interests and the residual
interest in the Lower-Tier REMIC represented by the Class LR Certificates (as
provided in clause (v)) and hereby declares that it holds the Lower-Tier Regular
Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates
(other than the Class S and Class LR Certificates); and (v) in exchange for the
Lower-Tier Regular Interests, has caused to be executed and caused to be
authenticated and delivered to or upon the order of the Depositor, or as
directed by the terms of this Agreement, the Regular Certificates, Class R and
Class LR Certificates (in respect of the residual interest in the Villas
Parkmerced Loan REMIC and the Lower-Tier REMIC) in authorized denominations, in
each case registered in the names set forth in such order or as so directed in
this Agreement and duly authenticated by the Authenticating Agent, which
Certificates and Class S Certificates issued below evidence ownership of the
entire Trust Fund.
The Trustee hereby acknowledges the assignment to it of the Excess
Interest and, concurrently with such assignment, acknowledges the issuance of
the Class S Certificates, which are hereby designated as undivided beneficial
interests in the portion of the Trust Fund consisting of Excess Interest and the
Grantor Trust Distribution Account, which portion shall be treated as a grantor
trust.
Section 2.06 Miscellaneous REMIC and Grantor Trust Provisions. (a)
The Villas Parkmerced Loan REMIC Regular Interests issued hereunder are hereby
designated as the "regular interests" in the Villas Parkmerced Loan REMIC within
the meaning of Section 860G(a)(1) of the Code and the Class LR Certificates are
hereby designated as representing the sole Class of "residual interests" in the
Villas Parkmerced Loan REMIC within the meaning of Section 860G(a)(2) of the
Code. The Lower-Tier Regular Interests issued hereunder are hereby designated as
the "regular interests" in the Lower-Tier REMIC within the meaning of Section
860G(a)(1) of the Code, and the Class LR Certificates are hereby designated as
representing the sole class of "residual interests" in the Lower-Tier REMIC
within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates
are hereby designated as "regular interests" in the Upper-Tier REMIC within the
meaning of Section 860G(a)(1) of the Code and the Class R Certificates are
hereby designated as the sole Class of "residual interests" in the Upper-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is
hereby designated as the "Startup Day" of the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section
860G(a)(9) of the Code. The "latest possible maturity date" of the Villas
Parkmerced Loan REMIC Regular Interests, the Lower-Tier Regular Interests and
the Regular Certificates for purposes of Section 860G(a)(l) of the Code is the
Rated Final Distribution Date.
(b) None of the Depositor, the Trustee, the Master Servicers or the
Special Servicer shall enter into any arrangement by which the Trust Fund will
receive a fee or other compensation for services other than as specifically
contemplated herein.
(c) The assets of the Grantor Trust consisting of the right to any
Excess Interest shall be held by the Trustee for the benefit of the Holders of
the Class S Certificates, which Class S Certificates will evidence 100%
beneficial ownership of such assets from and after the Closing Date.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Each Master Servicer to Act as a Master Servicer;
Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans and the Serviced Companion Loans. (a) The applicable Master Servicer and
the Special Servicer, each as an independent contractor servicer, shall service
and administer the Mortgage Loans on behalf of the Trust Fund and the Trustee
(as Trustee for the Certificateholders), and, in the case of the Serviced
Companion Loans, on behalf of the Serviced Companion Loan Noteholders, in each
case, in accordance with the Servicing Standard and, with respect to any
Serviced Companion Loan, as a collective whole with the related Mortgage Loan,
giving due regard to the junior nature of the related Serviced B Loan, if any.
Each Master Servicer's or Special Servicer's liability for actions
and omissions in its capacity as Master Servicer or Special Servicer, as the
case may be, hereunder is limited as provided herein (including, without
limitation, pursuant to Section 6.03 hereof). To the extent consistent with the
foregoing and subject to any express limitations set forth in this Agreement,
the applicable Master Servicer and Special Servicer shall seek to maximize the
timely and complete recovery of principal and interest on the Notes; provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by such Master Servicer or Special Servicer of the
collectibility of the Mortgage Loans and the Serviced Companion Loans. Subject
only to the Servicing Standard, the applicable Master Servicer and Special
Servicer shall have full power and authority, acting alone or through
sub-servicers (subject to paragraph (c) of this Section 3.01, to the related
sub-servicing agreement with each sub-servicer and to Section 3.02), to do or
cause to be done any and all things in connection with such servicing and
administration that it may deem consistent with the Servicing Standard and, in
its reasonable judgment, in the best interests of the Certificateholders,
including, without limitation, with respect to each Mortgage Loan (in the case
of the Serviced Companion Loans, in the best interests of the Certificateholders
and the Serviced Companion Loan Noteholders, as a collective whole) to prepare,
execute and deliver, on behalf of the Certificateholders and Serviced Companion
Loan Noteholders and the Trustee or any of them: (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien on each Mortgaged Property and related collateral; (ii) any
modifications, waivers, consents or amendments to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties. Notwithstanding the foregoing, neither the
applicable Master Servicer nor the Special Servicer shall modify, amend, waive
or otherwise consent to any change of the terms of any Mortgage Loan except
under the circumstances described in Sections 3.03, 3.09, 3.10, 3.28, 3.30,
3.31, 3.32 and 3.34 hereof. The applicable Master Servicer and Special Servicer
shall provide to the Borrowers related to the Mortgage Loans that it is
servicing any reports required to be provided to them thereby pursuant to the
related Loan Documents. Subject to Section 3.11, the Trustee shall, upon the
receipt of a written request of a Servicing Officer, execute and deliver to the
applicable Master Servicer and Special Servicer any powers of attorney and other
documents prepared by such Master Servicer and Special Servicer and necessary or
appropriate (as certified in such written request) to enable such Master
Servicer and Special Servicer to carry out their servicing and administrative
duties hereunder.
(b) Unless otherwise provided in the related Note or related
Co-Lender Agreement, the applicable Master Servicer shall apply any partial
Principal Prepayment received on a Mortgage Loan or Serviced Companion Loan, as
applicable, on a date other than a Due Date to the Stated Principal Balance of
such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date
immediately following the date of receipt of such partial Principal Prepayment.
Unless otherwise provided in the related Note or related Co-Lender Agreement,
the applicable Master Servicer shall apply any amounts received on U.S. Treasury
obligations (which shall not be redeemed by the applicable Master Servicer prior
to the maturity thereof) in respect of a Mortgage Loan or, Serviced Companion
Loan, as applicable, being defeased pursuant to its terms to the Stated
Principal Balance of and interest on such Mortgage Loan or Serviced Companion
Loan, as applicable, as of the Due Date immediately following the receipt of
such amounts.
(c) Each Master Servicer and, with the consent of the Controlling
Class Representative, the Special Servicer, may enter into Sub-Servicing
Agreements with third parties with respect to any of its respective obligations
hereunder, provided, that (i) any such agreement requires the Sub-Servicer to
comply with all of the applicable terms and conditions of this Agreement and
shall be consistent with the provisions of this Agreement, the terms of the
respective Mortgage Loans and, Serviced Companion Loans and, in the case of a
Serviced Companion Loan, the related Co-Lender Agreement, (ii) if such
Sub-Servicer (other than a Subcontractor or vendor retained by the Wachovia
Master Servicer) is a Servicing Function Participant, any such agreement
provides that (x) the failure of such Sub-Servicer to comply with any of the
requirements under Article X of this Agreement applicable to such Sub-Servicer,
including the failure to deliver any reports or certificates at the time such
report or certification is required under Article X and (y) the failure of the
related Sub-Servicer to comply with any requirements to deliver any items
required by Items 1122 and 1123 of Regulation AB under any other pooling and
servicing agreement relating to any other series of certificates offered by the
Depositor shall constitute an event of default by such Sub-Servicer upon the
occurrence of which either the applicable Master Servicer or the Depositor may
immediately terminate the related Sub-Servicer under the related Sub-Servicing
Agreement and that such termination shall be deemed for cause, (iii) no
Sub-Servicer retained by a Master Servicer or the Special Servicer, as
applicable, shall grant any modification, waiver or amendment to any Mortgage
Loan, or Serviced Companion Loan, as applicable, or foreclose any Mortgage
without the approval of such Master Servicer or the Special Servicer, as
applicable, which approval shall be given or withheld in accordance with the
procedures set forth in Sections 3.09, 3.10, 3.28, 3.30, 3.31, 3.32 or 3.34 (as
applicable), (iv) such agreement shall be consistent with the Servicing Standard
and (v) with respect to any Sub-Servicing Agreement entered into after the
Closing Date and prior to the date upon which the Trust's Exchange Act reporting
obligations are suspended by the filing of a Form 15 as contemplated by Section
10.10, if such Sub-Servicer is a Servicing Function Participant, such
Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into,
is not a Prohibited Party. Any such Sub-Servicing Agreement may permit the
Sub-Servicer to delegate its duties to agents or subcontractors so long as the
related agreements or arrangements with such agents or subcontractors are
consistent with the provisions of this Section 3.01(c) (including, for the
avoidance of doubt, that no such agent or subcontractor is a Prohibited Party at
the time the related sub-servicing agreement is entered into). Any monies
received by a Sub-Servicer pursuant to a Sub-Servicing agreement (other than
sub-servicing fees) shall be deemed to be received by the applicable Master
Servicer on the date received by such Sub-Servicer.
Any Sub-Servicing Agreement entered into by a Master Servicer or the
Special Servicer, as applicable, shall provide that it may be assumed by the
Trustee if the Trustee has assumed the duties of such Master Servicer or the
Special Servicer, respectively, or any successor Master Servicer or Special
Servicer, as applicable, without cost or obligation to the assuming party or the
Trust Fund, upon the assumption by such party of the obligations, except to the
extent they arose prior to the date of assumption, of such Master Servicer or
the Special Servicer, as applicable, pursuant to Section 7.02 (it being
understood that any such obligations shall be the obligations of the terminated
Master Servicer or Special Servicer, as applicable, only).
Any Sub-Servicing Agreement, and any other transactions or services
relating to the Mortgage Loans or the Serviced Companion Loans involving a
Sub-Servicer, shall be deemed to be between the applicable Master Servicer or
the Special Servicer, as applicable, and such Sub-Servicer alone, and the
Trustee, the Trust Fund and Certificateholders and, if applicable, Serviced
Companion Loan Noteholders shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).
Notwithstanding the provisions of any Sub-Servicing Agreement and
this Section 3.01, in no event shall the Trust Fund or any Serviced Companion
Loan bear any termination fee required to be paid to any Sub-Servicer as a
result of the termination of any Sub-Servicing Agreement.
(d) If the Trustee or any successor Master Servicer assumes the
obligations of either Master Servicer, or if the Trustee or any successor
Special Servicer assumes the obligations of the Special Servicer, in each case
in accordance with Section 7.02, the Trustee, the successor Master Servicer or
such successor Special Servicer, as applicable, to the extent necessary to
permit the Trustee, the successor Master Servicer or such successor Special
Servicer, as applicable, to carry out the provisions of Section 7.02, shall,
without act or deed on the part of the Trustee, the successor Master Servicer or
such successor Special Servicer, as applicable, succeed to all of the rights and
obligations of the applicable Master Servicer or the Special Servicer, as
applicable, under any Sub-Servicing Agreement entered into by such Master
Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c). In
such event, such successor shall be deemed to have assumed all of the applicable
Master Servicer's or the Special Servicer's interest, as applicable, therein
(but not any liabilities or obligations in respect of acts or omissions of such
Master Servicer or the Special Servicer, as applicable, prior to such deemed
assumption) and to have replaced the applicable Master Servicer or the Special
Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same
extent as if such Sub-Servicing Agreement had been assigned to such successor,
except that such Master Servicer or the Special Servicer, as applicable, shall
not thereby be relieved of any liability or obligations under such Sub-Servicing
Agreement that accrued prior to the succession of such successor.
If the Trustee or any successor Master Servicer or Special Servicer,
as applicable, assumes the servicing obligations of either Master Servicer or
the Special Servicer, as applicable, then upon request of such successor, such
Master Servicer or Special Servicer, as applicable, shall at its own expense
(except (i) in the event that the Special Servicer is terminated pursuant to
Section 3.25(b), at the expense of the Certificateholders effecting such
termination, as applicable; or (ii) in the event that such Master Servicer or
the Special Servicer is terminated pursuant to Section 6.04(c), at the expense
of the Trust) deliver to such successor all documents and records relating to
any Sub-Servicing Agreement and the Mortgage Loans and/or, if applicable, the
Serviced Companion Loans then being serviced thereunder and an accounting of
amounts collected and held by it, if any, and shall otherwise use commercially
reasonable efforts to effect the orderly and efficient transfer of any
Sub-Servicing Agreement to such successor. Neither Master Servicer shall be
required to assume the obligations of the Special Servicer and nothing in this
paragraph shall imply otherwise.
(e) The parties hereto acknowledge that each Whole Loan is subject
to the terms and conditions of the related Co-Lender Agreement. The parties
hereto further recognize the respective rights and obligations of (i) the Villas
Parkmerced B Loan Noteholders under the Villas Parkmerced Co-Lender Agreement
and (ii) the Arrowhead Shopping Center B Loan Noteholder under the Arrowhead
Shopping Center Intercreditor Agreement, including, without limitation with
respect to (A) the allocation of collections (and all other amounts received in
connection with the related Serviced Whole Loan) on or in respect of (u) the
Villas Parkmerced Mortgage Loan in accordance with Sections 3 and 4 of the
Villas Parkmerced Co-Lender Agreement and (v) the Arrowhead Shopping Center
Mortgage Loan in accordance with Sections 3 and 4 of the Arrowhead Shopping
Center Intercreditor Agreement, and (B) the allocation of Default Interest and
Penalty Charges on or in respect of (u) the Villas Parkmerced Mortgage Loan in
accordance with Sections 3 and 4 of the Villas Parkmerced Co-Lender Agreement,
and (v) the Arrowhead Shopping Center Mortgage Loan in accordance with Sections
3 and 4 of the Arrowhead Shopping Center Intercreditor Agreement.
Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that the Midland Master Servicer's and Special Servicer's
obligations and responsibilities hereunder and such Master Servicer's and
Special Servicer's authority with respect to the Serviced Whole Loans are
limited by and subject to the terms of the related Co-Lender Agreement.
In the event that any Mortgage Loan included in any Serviced Whole
Loan is no longer part of the Trust Fund and the servicing and administration of
such Whole Loan is to be governed by a separate servicing agreement and not by
this Agreement, the Midland Master Servicer and, if such Serviced Whole Loan is
then being specially serviced hereunder, the Special Servicer, shall continue to
act in such capacities under such separate servicing agreement, which agreement
shall be reasonably acceptable to the Midland Master Servicer and/or the Special
Servicer, as the case may be, and shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
that such Serviced Whole Loan and the related Mortgaged Property shall be
serviced as if they were the sole assets serviced and administered thereunder
and the sole source of funds thereunder and except that there shall be no
further obligation of any Person to make P&I Advances. All amounts due the
Midland Master Servicer (including Advances and interest thereon) pursuant to
this Agreement and the applicable Co-Lender Agreement shall be paid to the
terminated Midland Master Servicer on the first Servicer Remittance Date
following termination. In addition, until such time as a separate servicing
agreement with respect to such Serviced Whole Loan and any related REO Property
has been entered into then, notwithstanding that neither such Mortgage Loan nor
any related REO Property is part of the Trust Fund, the Trustee shall continue
to hold the Mortgage File and the Midland Master Servicer and, if applicable,
the Special Servicer shall (subject to the preceding sentence) continue to
service such Serviced Whole Loan or any related REO Property, as the case may
be, under this Agreement as if it were a separate servicing agreement. Nothing
herein shall be deemed to override the provisions of a Co-Lender Agreement with
respect to the rights of the related noteholders thereunder and with respect to
the servicing and administrative duties and obligations with respect to such
Whole Loans. In the event of any inconsistency or discrepancy between the
provisions, terms or conditions of a Co-Lender Agreement related to a Serviced
Whole Loan and the provisions, terms or conditions of this Agreement, the
related Co-Lender Agreement shall govern, and as to any matter on which such
Co-Lender Agreement is silent or makes reference to this Agreement, this
Agreement shall govern.
Section 3.02 Liability of each Master Servicer. Notwithstanding any
Sub-Servicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the applicable Master Servicer or Special
Servicer and any Person acting as sub-servicer (or its agents or subcontractors)
or any reference to actions taken through any Person acting as sub-servicer or
otherwise, such Master Servicer or Special Servicer, as applicable, shall remain
obligated and primarily liable to the Trustee (on behalf of the
Certificateholders), the Certificateholders and, with respect to the Serviced
Whole Loans, the Serviced Companion Loan Noteholders, for the servicing and
administering of the Mortgage Loans and Serviced Companion Loans in accordance
with the provisions of this Agreement without diminution of such obligation or
liability by virtue of such sub-servicing agreements or arrangements or by
virtue of indemnification from the Depositor or any other Person acting as
sub-servicer (or its agents or subcontractors) to the same extent and under the
same terms and conditions as if the applicable Master Servicer or Special
Servicer, as applicable, alone were servicing and administering the Mortgage
Loans and the Serviced Companion Loans. Each of the Master Servicers and the
Special Servicer shall be entitled to enter into an agreement with any
sub-servicer providing for indemnification of such Master Servicer or Special
Servicer, as applicable, by such sub-servicer, and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification, but no such
agreement for indemnification shall be deemed to limit or modify this Agreement.
Section 3.03 Collection of Mortgage Loan and Serviced Companion Loan
Payments. (a) The applicable Master Servicer (with respect to the Mortgage Loans
and the Serviced Companion Loans, other than Specially Serviced Loans, that the
applicable Master Servicer is Servicing) and the Special Servicer (with respect
to Specially Serviced Loans) shall use reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans and the
Serviced Companion Loans each is obligated to service hereunder, and shall
follow the Servicing Standard with respect to such collection procedures;
provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the applicable Master Servicer or the Special
Servicer of the collectibility of the Mortgage Loans and the Serviced Companion
Loans; provided, further, that with respect to the Mortgage Loans or Serviced
Whole Loans, as applicable, that have Anticipated Repayment Dates, so long as
the related Borrower is in compliance with each provision of the related loan
documents, the applicable Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder, if applicable) shall
not take any enforcement action with respect to the failure of the related
Borrower to make any payment of Excess Interest, other than requests for
collection, until the maturity date of such Mortgage Loan or Serviced Whole
Loan, as applicable, or the outstanding principal balance of such Mortgage Loan
or Serviced Whole Loan, as applicable, has been paid in full, however,
consistent with the Servicing Standard, the applicable Master Servicer, or the
Special Servicer each may in its discretion waive the Excess Interest (even at
the maturity date) in connection with any Mortgage Loan it is obligated to
service hereunder if taking such action is in the best interest of the
Certificateholders as a collective whole. With respect to each Performing Loan,
each Master Servicer shall use its reasonable efforts, consistent with the
Servicing Standard, to collect income statements and rent rolls from Borrowers
as required by the Loan Documents and the terms hereof. The applicable Master
Servicer shall provide at least 90 days' notice (with a copy to the Special
Servicer) to the Borrowers of Balloon Payments coming due. Consistent with the
foregoing, the applicable Master Servicer (with respect to each Performing Loan)
or the Special Servicer (with respect to Specially Serviced Loans) may in their
discretion waive any late payment charge in connection with any delinquent
Monthly Payment or Balloon Payment with respect to any Mortgage Loan or Serviced
Companion Loan that it is servicing. In addition, the Special Servicer shall be
entitled to take such actions with respect to the collection of payments on the
Mortgage Loans and the Serviced Companion Loans as are permitted or required
under Section 3.28 hereof.
(b) The Midland Master Servicer shall, within one Business Day
following receipt thereof, deposit into the applicable Serviced Whole Loan
Collection Account all amounts received with respect to each Serviced Whole Loan
or any related REO Property.
Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Special Servicer, in the case of Specially Serviced
Loans and REO Loans and, if applicable, the related Serviced Companion Loans
that are Specially Serviced Loans or REO Loans, and the applicable Master
Servicer, in the case of all Performing Loans that it is servicing, shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien thereon and the status of insurance premiums payable with
respect thereto. With respect to each Specially Serviced Loan, the Special
Servicer shall use its reasonable efforts, consistent with the Servicing
Standard, to collect income statements and rent rolls from Borrowers as required
by the Loan Documents. The Special Servicer, in the case of Specially Serviced
Loans and REO Loans, and the applicable Master Servicer, in the case of all
Performing Loans that it is servicing, shall use reasonable efforts consistent
with the Servicing Standard to, from time to time, (i) obtain all bills for the
payment of such items (including renewal premiums), and (ii) effect payment of
all such bills with respect to such Mortgaged Properties prior to the applicable
penalty or termination date, in each case employing for such purpose Escrow
Payments as allowed under the terms of the related Mortgage Loan or Serviced
Companion Loan. If a Borrower fails to make any such payment on a timely basis
or collections from the Borrower are insufficient to pay any such item before
the applicable penalty or termination date, the applicable Master Servicer shall
advance the amount of any shortfall as a Property Advance unless such Master
Servicer determines in accordance with the Servicing Standard that such Advance
would be a Nonrecoverable Advance (provided that with respect to advancing
insurance premiums or delinquent tax assessments such Master Servicer shall
comply with the provisions of the second to last paragraph in Section 3.24(d)).
Each Master Servicer shall be entitled to reimbursement of Property Advances,
with interest thereon at the Advance Rate, that it makes pursuant to this
Section 3.04 from amounts received on or in respect of the related Mortgage Loan
or Serviced Whole Loan respecting which such Advance was made or if such Advance
has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of
this Agreement. No costs incurred by the applicable Master Servicer in effecting
the payment of taxes and assessments on the Mortgaged Properties shall, for the
purpose of calculating distributions to Certificateholders or Serviced Companion
Loan Noteholders, be added to the amount owing under the related Mortgage Loans
or, Serviced Companion Loans, notwithstanding that the terms of such Mortgage
Loans or Serviced Companion Loans so permit.
(b) Each Master Servicer shall segregate and hold all funds
collected and received pursuant to any Mortgage Loan or any Serviced Companion
Loan that it is servicing constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more segregated custodial accounts (each, an "Escrow Account") into which all
Escrow Payments shall be deposited within two (2) Business Days after receipt
and maintained in accordance with the requirements of the related Mortgage Loan
or Serviced Whole Loan, as applicable, and in accordance with the Servicing
Standard. The applicable Master Servicer shall also deposit into each Escrow
Account any amounts representing losses on Permitted Investments pursuant to
Section 3.07(b) and any Insurance Proceeds or Liquidation Proceeds which are
required to be applied to the restoration or repair of any Mortgaged Property
pursuant to the related Mortgage Loan or Serviced Whole Loan. Escrow Accounts
shall be Eligible Accounts (except to the extent the related Mortgage Loan
requires it to be held in an account that is not an Eligible Account); provided,
however, in the event that the ratings of the financial institution holding such
account are downgraded to a ratings level below that of an Eligible Account
(except to the extent the related Mortgage Loan requires it to be held in an
account that is not an Eligible Account), the applicable Master Servicer shall
have 30 Business Days (or such longer time as confirmed by a written
confirmation from the Rating Agencies, obtained at the expense of the applicable
Master Servicer, that such longer time shall not result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to any of the
Certificates) to transfer such account to an Eligible Account. Escrow Accounts
shall be entitled "[Midland Loan Services, Inc.] [Wachovia Bank, National
Association], as Master Servicer, in trust for Wells Fargo Bank, N.A., as
Trustee in trust for Holders of Deutsche Mortgage & Asset Receiving Corporation,
CD 2006-CD2 Commercial Mortgage Pass-Through Certificates and Various Borrowers
and, if applicable, Serviced Companion Loan Noteholders." Withdrawals from an
Escrow Account may be made by the applicable Master Servicer only:
(i) to effect timely payments of items constituting Escrow Payments
for the related Mortgage;
(ii) to transfer funds to its Collection Account and/or the
applicable Serviced Whole Loan Collection Account (or any sub-account
thereof) to reimburse the applicable Master Servicer, the Special Servicer
or the Trustee for any Property Advance (with interest thereon at the
Advance Rate) relating to Escrow Payments, but only from amounts received
with respect to the related Mortgage Loan and/or Serviced Whole Loan, as
applicable, which represent late collections of Escrow Payments
thereunder;
(iii) for application to the restoration or repair of the related
Mortgaged Property in accordance with the related Mortgage Loan and/or
Serviced Whole Loan, as applicable, and the Servicing Standard;
(iv) to clear and terminate such Escrow Account upon the termination
of this Agreement or pay-off of the related Mortgage Loan or Serviced
Whole Loan, as applicable;
(v) to pay from time to time to the related Borrower any interest or
investment income earned on funds deposited in the Escrow Account if such
income is required to be paid to the related Borrower under law or by the
terms of the Mortgage Loan or Serviced Whole Loan, or otherwise to the
applicable Master Servicer; or
(vi) to remove any funds deposited in an Escrow Account that were
not required to be deposited therein or to refund amounts to Borrowers
determined to be overages.
(c) Each Master Servicer shall, as to each Mortgage Loan and each
Serviced Companion Loan that it is servicing, (i) maintain accurate records with
respect to the 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 and (ii) use reasonable efforts to obtain, from time to time, all bills
for (or otherwise confirm) the payment of such items (including renewal
premiums) and, for such Mortgage Loans and Serviced Companion Loans that require
the related Borrower to escrow for such items, shall effect payment thereof
prior to the applicable penalty or termination date. For purposes of effecting
any such payment for which it is responsible, the applicable Master Servicer
shall apply Escrow Payments as allowed under the terms of the related Mortgage
Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced
Companion Loan does not require the related Borrower to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the applicable Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Borrower to comply with the requirement of the related Mortgage that the
Borrower 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). Subject to Section 3.24, each Master Servicer shall timely make a
Property Advance with respect to the Mortgage Loans and Serviced Whole Loans
that it is servicing, if any, to cover any such item which is not so paid,
including any penalties or other charges arising from the Borrower's failure to
timely pay such items.
Section 3.05 Collection Account; Excess Liquidation Proceeds
Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan
Collection Accounts. (a) Each Master Servicer shall establish and maintain its
Collection Account, for the benefit of the Certificateholders and the Trustee as
the Holder of the Villas Parkmerced Loan REMIC Regular Interests and Lower-Tier
Regular Interests with respect to the Mortgage Loans that it is servicing. Each
such Collection Account shall be established and maintained as an Eligible
Account. Amounts attributable to the Villas Parkmerced Mortgage Loan will be
assets of the Villas Parkmerced Loan REMIC. Amounts attributable to the Mortgage
Loans (other than the Villas Parkmerced Mortgage Loan) and amounts attributable
to the Villas Parkmerced Loan REMIC Regular Interests will be assets of the
Lower-Tier REMIC. Amounts attributable to the Serviced Companion Loans will not
be assets of the Trust Fund.
Each Master Servicer shall deposit or cause to be deposited in its
Collection Account within one Business Day following receipt the following
payments and collections received or made by or on behalf of it on or with
respect to the Mortgage Loans subsequent to the Cut-off Date:
(i) all payments on account of principal on the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Whole Loan), including
the principal component of all Unscheduled Payments;
(ii) all payments on account of interest on the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Whole Loan) (net of
the related Servicing Fees), including Prepayment Premiums, Default
Interest, Yield Maintenance Charges, Excess Interest and the interest
component of all Unscheduled Payments;
(iii) any amounts required to be deposited pursuant to Section
3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in the applicable Collection Account;
(iv) all Net REO Proceeds withdrawn from the related REO Account
(other than the Serviced Whole Loan REO Account) pursuant to Section
3.17(b);
(v) any amounts received from Borrowers which represent recoveries
of Property Protection Expenses and are allocable to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Whole Loan), to the
extent not permitted to be retained by the applicable Master Servicer as
provided herein;
(vi) all Insurance Proceeds and Liquidation Proceeds received in
respect of any Mortgage Loan (other than any Mortgage Loan related to a
Serviced Whole Loan) or any REO Property (other than REO Property related
to a Serviced Whole Loan), other than Excess Liquidation Proceeds and
Liquidation Proceeds that are received in connection with a purchase 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, together with any amounts representing recoveries of
Nonrecoverable Advances, including any recovery of Unliquidated Advances,
in respect of the related Mortgage Loans (other than any Mortgage Loan
related to a Serviced Whole Loan); provided, however, that any Liquidation
Proceeds related to a sale pursuant to Section 3.18 hereof or pursuant to
the related Co-Lender Agreement of a Mortgage Loan included in a Serviced
Whole Loan shall be deposited directly into the applicable Collection
Account and applied solely to pay expenses relating to that Mortgage Loan
and to Available Funds;
(vii) Penalty Charges on the Mortgage Loans (other than any Mortgage
Loan related to a Serviced Whole Loan) to the extent required to offset
interest on Advances and Additional Trust Fund Expenses pursuant to
Section 3.12(d);
(viii) any amounts required to be deposited by the applicable Master
Servicer or the Special Servicer pursuant to Section 3.08(b) in connection
with losses resulting from a deductible clause in a blanket or master
force-placed policy in respect of the Mortgage Loans (other than any
Mortgage Loan related to a Serviced Whole Loan);
(ix) any other amounts required by the provisions of this Agreement
(including without limitation any amounts to be transferred from the
Serviced Whole Loan Collection Account pursuant to Section 3.06(c)(i)(B)
and, with respect to the B Loans or any mezzanine indebtedness that may
exist on a future date, all amounts received pursuant to the cure and
purchase rights or reimbursement obligations set forth in the related
Co-Lender Agreement or mezzanine intercreditor agreement, as applicable)
to be deposited into the related Collection Account by the applicable
Master Servicer or Special Servicer including any cure amounts paid by any
Class VPM Certificateholder pursuant to Section 3.32(f) hereof (other than
funds returned by the Servicer or Special Servicer pursuant to Section
3.32(f));
(x) any Servicer Prepayment Interest Shortfalls in respect of the
Mortgage Loans that the applicable Master Servicer is servicing (other
than any Mortgage Loan related to a Serviced Whole Loan) pursuant to
Section 4.01(i); and
(xi) any Loss of Value Payments, as set forth in Section 3.06(f).
In the case of Excess Liquidation Proceeds, each Master Servicer
shall make appropriate ledger entries received with respect thereto, which such
Master Servicer shall hold for (i) the Trustee for the benefit of the Class or
Classes of Certificateholders (other than the Class S Certificates) and (ii) for
the benefit of any Serviced Companion Loan Noteholder entitled thereto;
provided, that any Excess Liquidation Proceeds with respect to the Villas
Parkmerced Mortgage Loan shall be deemed to be distributed by the Villas
Parkmerced Loan REMIC in respect of the residual interest in the Villas
Parkmerced Loan REMIC to the Holder of the Class LR Certificates and then
recontributed and held by Master Servicer as an asset of the Lower-Tier REMIC
for the benefit of the Certificateholders and the Serviced Companion Loan
Noteholders as described in this sentence. Any Excess Liquidation Proceeds shall
be identified separately from any other amounts held in each Collection Account
(with amounts attributable to each Class or Classes and any Serviced Companion
Loan also identified separately).
The foregoing requirements for deposits in each Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges
(subject to Section 3.12 hereof), Assumption Fees, loan modification fees, loan
service transaction fees, extension fees, demand fees, beneficiary statement
charges and similar fees need not be deposited in the applicable Collection
Account by the related Master Servicer and, to the extent permitted by
applicable law, such Master Servicer or the Special Servicer, as applicable in
accordance with Section 3.12 hereof, shall be entitled to retain any such
charges and fees received with respect to the Mortgage Loans that it is
servicing as additional compensation. In the event that a Master Servicer
deposits in its Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from its Collection Account,
any provision herein to the contrary notwithstanding.
Upon receipt of any of the amounts described in clauses (i), (ii),
(v), (vi) and (vii) above with respect to any Specially Serviced Loan which is
not an REO Loan, the Special Servicer shall remit within one Business Day after
receipt such amounts to the applicable Master Servicer for deposit into its
Collection Account in accordance with the second paragraph of this Section 3.05,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the
Special Servicer with respect to an REO Property (other than any REO Property
related to the Serviced Whole Loans) shall be deposited by the Special Servicer
into the REO Account and remitted to the applicable Master Servicer for deposit
into its Collection Account pursuant to Section 3.17(b). 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 applicable Master Servicer and shall promptly deliver any such check to such
Master Servicer by overnight courier.
(b) The Trustee shall establish and maintain the Villas Parkmerced
Loan REMIC Distribution Account and the Lower-Tier Distribution Account in its
own name, in trust for the benefit of the Certificateholders and the Trustee as
the Holder of the Villas Parkmerced Loan REMIC Regular Interests and the
Lower-Tier Regular Interests, respectively. The Villas Parkmerced Loan REMIC
Distribution Account and the Lower-Tier Distribution Account shall each be
established and maintained as an Eligible Account or as a subaccount of an
Eligible Account.
(c) The Trustee shall establish and maintain the Grantor Trust
Distribution Account with respect to the Excess Interest, which shall be an
asset of the Grantor Trust and beneficially owned by the Holders of the Class S
Certificates and shall not be an asset of any Trust REMIC. The Grantor Trust
Distribution Account shall be established and maintained as an Eligible Account
or as a subaccount of an Eligible Account. Following the distribution of Excess
Interest to the 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 Trustee shall terminate the Grantor Trust
Distribution Account.
(d) With respect to each Distribution Date, the applicable Master
Servicer shall deliver to the Trustee on or before the Servicer Remittance Date
the funds then on deposit in its Collection Account after giving effect to
withdrawals of funds pursuant to Section 3.06 and deposits from the Serviced
Whole Loan Collection Account pursuant to Section 3.06. Upon receipt from the
applicable Master Servicer of such amounts held in its Collection Account, the
Trustee shall deposit (A) in the Lower-Tier Distribution Account (i) the amount
of Available Funds (other than with respect to the Villas Parkmerced Pooled
Component) to be distributed pursuant to Section 4.01 hereof on such
Distribution Date and (ii) the amount of Excess Liquidation Proceeds allocable
to any Mortgage Loan (other than the Villas Parkmerced Mortgage Loan) to be
deposited into the Lower-Tier Distribution Account (which the Trustee shall then
deposit in the Excess Liquidation Proceeds Account) pursuant to Section 3.06,
(B) (i) the amount of the Villas Parkmerced Available Funds to be distributed
pursuant to Sections 4.01(a) and 4.01A hereof on such Distribution Date and (ii)
the Excess Liquidation Proceeds allocable to the Villas Parkmerced Mortgage
Loan, to be deposited in the Villas Parkmerced Loan REMIC Distribution Account,
then distributed in respect of the residual interest in the Villas Parkmerced
Loan REMIC and deposited in the Excess Liquidation Proceeds Account pursuant to
Section 3.06, (C) Withheld Amounts to be deposited into the Interest Reserve
Account pursuant to Section 3.05(f), (D) Villas Parkmerced Pooled Withheld
Amounts and Villas Parkmerced Non-Pooled Withheld Amount to be deposited into
the Villas Parkmerced Interest Reserve Account pursuant to Section 3.05(f), (E)
at the direction of the Trustee, the Trustee Fee which shall be retained by the
Trustee, and (F) in the Grantor Trust Distribution Account the Excess Interest
to be distributed to the Class S Certificateholders.
(e) If any Loss of Value Payments are received in connection with a
Material Defect or Material Breach, as the case may be, pursuant to or as
contemplated by Section 2.03(d), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it. The Trustee and the Special Servicer shall account for
the Loss of Value Reserve Fund as an outside reserve fund within the meaning of
Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC.
Furthermore, for all federal tax purposes, the Trustee and the Special Servicer
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the
applicable Collection Account to the Certificateholders as distributions by the
REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund
through the applicable Collection Account to a Mortgage Loan Seller as
distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be
the beneficial owner of the Loss of Value Reserve Fund for all federal income
tax purposes, and shall be taxable on all income earned thereon.
(f) The Trustee shall establish and maintain the Interest Reserve
Account in its own name, in trust for the benefit of the Certificateholders
(other than the Class S Certificateholders) and the Trustee as the Holder of the
Villas Parkmerced Loan REMIC Pooled Regular Interests and the Lower-Tier Regular
Interests (other than the Class VPM-1-L, Class VPM-2-L, Class VPM-3-L and Class
VPM-4-L. The Interest Reserve Account shall be established and maintained as an
Eligible Account or as a subaccount of an Eligible Account. The Trustee shall
also establish and maintain the Villas Parkmerced Interest Reserve Account as a
sub-account of the Interest Reserve Account for the benefit of the Class VPM
Certificateholders and the Trustee as the Holder of the Villas Parkmerced Loan
REMIC Regular Interests and the Class VPM-1-L, Class VPM-2-L, Class VPM-3-L and
Class VPM-4-L Interests.
On each Servicer Remittance Date occurring in (i) January of each
calendar year that is not a leap year and (ii) February of each calendar year,
unless in each case such Servicer Remittance Date is the final Servicer
Remittance Date, the Trustee shall calculate the Withheld Amounts, the Villas
Parkmerced Pooled Withheld Amount and the Villas Parkmerced Non-Pooled Withheld
Amount. On each such Servicer Remittance Date, the Trustee shall, (i) with
respect to each Mortgage Loan (other than the Villas Parkmerced Mortgage Loan)
that does not accrue interest on the basis of a 360-day year of twelve 30-day
months, withdraw from the Lower-Tier Distribution Account and deposit in the
Interest Reserve Account an amount equal to the aggregate of the Withheld
Amounts calculated in accordance with the previous sentence and (ii) with
respect to the Villas Parkmerced Mortgage Loan, withdraw from the Villas
Parkmerced Loan REMIC Distribution Account and deposit in the Villas Parkmerced
Interest Reserve Account an amount equal to the aggregate of the Villas
Parkmerced Pooled Withheld Amounts and Villas Parkmerced Non-Pooled Withheld
Amounts calculated in accordance with the previous sentence. If the Trustee
shall deposit in the Interest Reserve Account or Villas Parkmerced Interest
Reserve Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Interest Reserve Account or Villas Parkmerced
Interest Reserve Account, as applicable, any provision herein to the contrary
notwithstanding. On or prior to the Servicer Remittance Date in March of each
calendar year (or in February if the final Distribution Date will occur in such
month), the Trustee shall (i) transfer to the Lower-Tier Distribution Account
the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account
and (ii) transfer to the Villas Parkmerced Loan REMIC Distribution Account the
aggregate of all Villas Parkmerced Pooled Withheld Amounts and Villas Parkmerced
Non-Pooled Withheld Amounts on deposit in the Villas Parkmerced Non-Pooled
Interest Reserve Account.
(g) The Trustee shall establish and maintain the Upper-Tier
Distribution Account in its own name, in trust for the benefit of the
Certificateholders. The Upper-Tier Distribution Account shall be established and
maintained as an Eligible Account or a subaccount of an Eligible Account.
Promptly on each Distribution Date, the Trustee shall withdraw from the
Lower-Tier Distribution Account and deposit in the Upper-Tier Distribution
Account on or before such date the Pooled Lower-Tier Distribution Amount and the
amount of any Prepayment Premiums and Yield Maintenance Charges for such
Distribution Date to be distributed in respect of the Pooled Lower-Tier Regular
Interests pursuant to Section 4.01(a)(ii) and Section 4.01(c) hereof on such
date and shall also withdraw from the Lower-Tier Distribution Account and
deposit in the Upper-Tier Distribution Account on or before such date the Villas
Parkmerced Available Funds and the amount of any Prepayment Premiums and Yield
Maintenance Charges for such Distribution Date to be distributed in respect of
the Class VPM Lower-Tier Regular Interests pursuant to Section 4.01A(a)(ii) and
Section 4.01A(d) hereof on such date.
(h) With respect to each Serviced Whole Loan, the Midland Master
Servicer shall maintain, or cause to be maintained, a Serviced Whole Loan
Collection Account in which the Midland Master Servicer shall deposit or cause
to be deposited within one Business Day following receipt the following payments
and collections received or made by or on behalf of it on such Serviced Whole
Loan subsequent to the Cut-off Date:
(i) all payments on account of principal on such Serviced Whole
Loan, including the principal component of Unscheduled Payments;
(ii) all payments on account of interest on such Serviced Whole Loan
(net of the related Servicing Fees), including Prepayment Premiums,
Default Interest, Yield Maintenance Charges and the interest component of
all Unscheduled Payments;
(iii) any amounts required to be deposited pursuant to Section
3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in such Serviced Whole Loan Collection Account;
(iv) all Net REO Proceeds withdrawn from the related REO Account in
respect of such Serviced Whole Loan pursuant to Section 3.17(b);
(v) any amounts received from Borrowers which represent recoveries
of Property Protection Expenses and are allocable to such Serviced Whole
Loan, to the extent not permitted to be retained by the Midland Master
Servicer as provided herein;
(vi) all Insurance Proceeds and Liquidation Proceeds received in
respect of such Serviced Whole Loan or any related REO Property, other
than Excess Liquidation Proceeds and Liquidation Proceeds that are
received in connection with a purchase 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, together with
any amounts representing recoveries of Nonrecoverable Advances, including
any recovery of Unliquidated Advances, in respect of such Serviced Whole
Loan; provided further, however, that any Liquidation Proceeds related to
a sale pursuant to Section 3.18 hereof or pursuant to the related
Co-Lender Agreement of a Mortgage Loan included in a Serviced Whole Loan
shall be deposited directly into the Collection Account-Midland and
applied solely to pay expenses relating to that Mortgage Loan and to
Available Funds, or in the case of amounts attributable to the Villas
Parkmerced Mortgage Loan, to pay expenses relating to the Villas
Parkmerced Mortgage Loan and to the Villas Parkmerced Available Funds;
(vii) Penalty Charges on such Serviced Whole Loan to the extent
required to offset interest on Advances and Additional Trust Fund Expenses
pursuant to Section 3.12(d);
(viii) any amounts required to be deposited by the Midland Master
Servicer or the Special Servicer pursuant to Section 3.08(b) in connection
with losses resulting from a deductible clause in a blanket or master
force-placed policy in respect of the Mortgage Loan included in such
Serviced Whole Loan;
(ix) any other amounts required by the provisions of this Agreement
to be deposited into the applicable Serviced Whole Loan Collection Account
by the Midland Master Servicer or Special Servicer; and
(x) any Servicer Prepayment Interest Shortfalls in respect of the
Mortgage Loan included in such Serviced Whole Loan pursuant to Section
4.01(i).
The foregoing requirements for deposits into the applicable Serviced
Whole Loan Collection Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of late payment charges (subject to Section 3.12 hereof), Assumption Fees, loan
modification fees, loan service transaction fees, extension fees, demand fees,
beneficiary statement charges and similar fees need not be deposited into the
applicable Serviced Whole Loan Collection Account by the Midland Master Servicer
and, to the extent permitted by applicable law, the Midland Master Servicer or
the Special Servicer, as applicable in accordance with Section 3.12 hereof,
shall be entitled to retain any such charges and fees received with respect to
the Serviced Whole Loans as additional compensation. In the event that the
Midland Master Servicer deposits in the applicable Serviced Whole Loan
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from such Serviced Whole Loan Collection Account,
any provision herein to the contrary notwithstanding.
Each Serviced Whole Loan Collection Account shall be maintained as a
segregated account, separate and apart from any trust fund created for
mortgage-backed securities of other series and the other accounts of the Midland
Master Servicer; provided, however, that such Serviced Whole Loan Collection
Account may be a sub-account of the Collection Account-Midland but shall, for
purposes of this Agreement, be treated as a separate account. Each Serviced
Whole Loan Collection Account shall be established and maintained as an Eligible
Account or as a subaccount of an Eligible Account.
Upon receipt of any of the foregoing amounts described in clauses
(i), (ii), (v) and (vi) above with respect to each Serviced Whole Loan for so
long as it is a Specially Serviced Loan but is not an REO Loan, the Special
Servicer shall remit within one Business Day such amounts to the Midland Master
Servicer for deposit into the applicable Serviced Whole Loan Collection Account
in accordance with the first paragraph of this Section 3.05(h), unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property related to any Serviced Whole Loan shall initially be
deposited by the Special Servicer into the Serviced Whole Loan REO Account and
remitted to the Midland Master Servicer for deposit into the applicable Serviced
Whole Loan Collection Account pursuant to Section 3.17(b). 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 Midland Master Servicer and shall promptly deliver any such check to the
Midland Master Servicer by overnight courier.
In making the foregoing deposits into the Serviced Whole Loan
Collection Account with respect to a Serviced Whole Loan that includes a
Serviced B Loan and the allocation of amounts received with respect to such
Whole Loan among the Mortgage Loan on the one hand, and the related Serviced B
Loan, on the other hand, if the Special Servicer, in connection with a workout
of such Whole Loan, has modified the terms thereof such that (i) the principal
balance of the related Notes are decreased, (ii) the Mortgage Rate or scheduled
amortization payments are reduced, (iii) payments of interest or principal on
such Notes are waived, reduced or deferred or (iv) any other adjustment is made
to the economic terms of such Whole Loan, all deposits to the Serviced Whole
Loan Collection Account with respect to such Whole Loan and allocations among
the Mortgage Loan, on the one hand, and the related Serviced B Loan, on the
other hand, pursuant to this Section 3.05(h) shall be made as though such
workout did not occur, with the payment terms of the Mortgage Loan, remaining
the same as they are on the date hereof, and the related Serviced B Loan shall
bear the effect of all waivers, reductions or deferrals of amounts due on such
Serviced Whole Loan and the related Notes attributable to such workout (up to
the amount of the amounts distributable in respect of the related Serviced B
Loan from amounts on deposit in the related Serviced Whole Loan Collection
Account) other than any waivers, reductions or deferrals of any Prepayment
Premiums, exit fees, extension fees, Default Interest or other charges or fees
payable by the Borrower resulting from such modification.
(i) Notwithstanding anything to the contrary contained herein with
respect to each Due Date and the Serviced Companion Loans, within one Business
Day of receipt from the Borrower, the Midland Master Servicer shall remit, from
amounts on deposit in the applicable Serviced Whole Loan Collection Account in
accordance with Section 3.06(c)(i)(A), to the applicable Serviced Companion Loan
Noteholder by wire transfer in immediately available funds to the account of
such Serviced Companion Loan Noteholder or an agent therefor appearing on the
Serviced Companion Loan Noteholder Register on the related date such amounts as
are required to be remitted (or, if no such account so appears or information
relating thereto is not provided at least five (5) Business Days prior to the
date such amounts are required to be remitted, by check sent by first-class mail
to the address of such Serviced Companion Loan Noteholder or its agent appearing
on the Serviced Companion Loan Noteholder Register) the portion of the
applicable Serviced Whole Loan Remittance Amount allocable to such Serviced
Companion Loan Noteholder.
(j) Prior to the Servicer Remittance Date relating to any Collection
Period in which Excess Liquidation Proceeds are received, the Trustee shall
establish and maintain the Excess Liquidation Proceeds Account, which may have
one or more subaccounts, to be held in its own name, in trust for the benefit of
the Certificateholders and, with respect to each Serviced Whole Loan, the
related Serviced Companion Loan Noteholders. Each account that constitutes an
Excess Liquidation Proceeds Account shall be an Eligible Account. On each
Servicer Remittance Date, the applicable Master Servicer shall withdraw from the
applicable Collection Account or, if allocable to any Serviced Whole Loan, the
Midland Master Servicer shall withdraw from the applicable Serviced Whole Loan
Collection Account, and remit to the Trustee (i) in the case of the Mortgage
Loans (other than the Serviced Whole Loans), for deposit in the Villas
Parkmerced Loan REMIC Distribution Account or the Lower-Tier Distribution
Account, as applicable (which the Trustee shall then deposit in the Excess
Liquidation Proceeds Account), and (ii) in the case of the Serviced Whole Loans,
for deposit in the Excess Liquidation Proceeds Account, all Excess Liquidation
Proceeds received during the Collection Period ending on the Determination Date
immediately prior to such Servicer Remittance Date which are allocable to a
Mortgage Loan or Serviced Whole Loan; provided that on the Business Day prior to
the final Distribution Date, the Trustee shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Lower-Tier Distribution Account
(after allocation to any related Serviced Companion Loan as provided in Section
4.01(e)), for distribution on such Distribution Date, any and all amounts then
on deposit in the Excess Liquidation Proceeds Account attributable to the
Mortgage Loans.
(k) Funds in the applicable Collection Account, the Serviced Whole
Loan Collection Account, the Distribution Accounts, the Interest Reserve
Account, the Excess Liquidation Proceeds Account and the REO Account may be
invested in Permitted Investments in accordance with the provisions of Section
3.07.
The applicable Master Servicer shall give written notice to the
Depositor, the Trustee, the other Master Servicer and the Special Servicer of
the location and account number of its Collection Account and, if applicable,
the Serviced Whole Loan Collection Accounts as of the Closing Date and shall
notify the Depositor, the Special Servicer and the Trustee, as applicable, in
writing prior to any subsequent change thereof. In addition, the Midland Master
Servicer shall provide notice to each affected holder of a Serviced Companion
Loan of the location and account number of the relevant Serviced Whole Loan
Collection Account as well as notice in writing prior to any subsequent change
thereof. The Trustee shall give written notice to the Depositor, the Special
Servicer and each Master Servicer of the location and account number of the
Interest Reserve Account and the Distribution Accounts as of the Closing Date
and shall notify the Depositor, the Special Servicer and each Master Servicer,
as applicable, in writing prior to any subsequent change thereof.
(l) On each Distribution Date, the Trustee shall allocate the Villas
Parkmerced Available Funds as follows:
(A) For so long as no monetary event of default has occurred
and is continuing with respect to the Villas Parkmerced Loan:
(1) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, up to
an amount equal to Component Interest Accrual Amount of the
Villas Parkmerced Pooled Trust Component through the end of
the related Interest Accrual Period and, to the extent not
previously collected and distributed, for all prior Interest
Accrual Periods;
(2) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, up to
an amount equal to its pro rata share of the Villas Parkmerced
Principal Distribution Amount until the Stated Principal
Balance of the Villas Parkmerced Pooled Trust Component is
reduced to zero;
(3) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, as
reimbursement for any Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to the Villas
Parkmerced Pooled Trust Component pursuant to Section 4.01A(e)
and for which no reimbursement has previously been received;
(4) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Funds, up to an amount
equal to the Component Loan Interest Accrual Amount in respect
of the Villas Parkmerced Non-Pooled Trust Component through
the end of the related Interest Accrual Period and, to the
extent not previously collected and distributed, for all prior
Interest Accrual Periods;
(5) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Distribution Amount, up to
its pro rata share of the Villas Parkmerced Principal
Distribution Amount until the Stated Principal Balance of the
Villas Parkmerced Non-Pooled Trust Component is reduced to
zero;
(6) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Distribution Amount, as
reimbursement for (i) unreimbursed cure payments made pursuant
to Section 3.31(d) with interest thereon at the Advance Rate
and (ii) any Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to the Villas
Parkmerced Non-Pooled Trust Component pursuant to Section
4.01A(e) and for which no reimbursement has previously been
received;
(7) to the Villas Parkmerced Pooled Trust Component for
distribution among the Classes of Regular Certificates as set
forth in Section 4.01(c) hereof an amount equal to a pro rata
share, based on the outstanding Stated Principal Balance, of
Yield Maintenance Charges received in respect of the Villas
Parkmerced Loan for such Distribution Date;
(8) to the Villas Parkmerced Non-Pooled Trust Component
for distribution to the Class VPM Certificates as set forth in
Section 4.01A(d) hereof an amount equal to a pro rata share,
based on the outstanding Stated Principal Balance, of Yield
Maintenance Charges received in respect of the Villas
Parkmerced Loan for such Distribution Date;
(9) to the Holders of the Class LR Certificates, amounts
distributable in respect of the Villas Parkmerced Pooled Trust
Component and the Villas Parkmerced Non-Pooled Trust Component
in excess of amounts set forth in clauses (1) - (8)
immediately above.
The amounts to be applied pursuant to clauses (1), (2) and (3) above
will be included as part of the Available Funds for the subject Distribution
Date and will be applied as described above to make distributions on the Regular
Certificates (other than the Class VPM Certificates) and the amounts to be
applied pursuant to clauses (4), (5) and (6) above will be included as part of
the Class VPM Available Funds for the subject Distribution Date and will be
applied as described above to make distributions on the Class VPM Certificates.
(B) If a monetary event of default has occurred and is
continuing with respect to the Villas Parkmerced Loan or with
respect to any amount received on any REO Property related to the
Villas Parkmerced Loan:
(1) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, up to
an amount equal to Component Interest Accrual Amount on the
Villas Parkmerced Pooled Trust Component through the end of
the related Interest Accrual Period and, to the extent not
previously collected and distributed, for all prior Interest
Accrual Periods;
(2) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, the
Villas Parkmerced Principal Distribution Amount until the
Stated Principal Balance of the Villas Parkmerced Pooled Trust
Component is reduced to zero;
(3) to the Villas Parkmerced Pooled Trust Component, as
part of the Available Funds for such Distribution Date, as
reimbursement for any Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to the Villas
Parkmerced Pooled Trust Component pursuant to Section 4.01A(e)
and for which no reimbursement has previously been received;
(4) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Funds, up to an amount
equal to the Component Interest Accrual Amount on the Villas
Parkmerced Non-Pooled Trust Component through the end of the
related Interest Accrual Period and, to the extent not
previously collected and distributed, for all prior Interest
Accrual Periods;
(5) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Distribution Amount, the
Villas Parkmerced Principal Distribution Amount (less any
amounts previously paid pursuant to clause (2) above) until
the Component Principal Balance of the Villas Parkmerced
Non-Pooled Trust Component is reduced to zero;
(6) to the Villas Parkmerced Non-Pooled Trust Component,
as part of the Class VPM Available Distribution Amount, as
reimbursement for (i) any unreimbursed cure payments made
pursuant to Section 3.31(d) with interest thereon at the
Advance Rate and (ii) Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to the Villas
Parkmerced Non-Pooled Trust Component pursuant to Section
4.01A(e) and for which no reimbursement has previously been
received;
(7) to the Villas Parkmerced Pooled Trust Component for
distribution among the Classes of Regular Certificates
entitled thereto as set forth in Section 4.01(c) hereof, an
amount equal to a pro rata share, based on the outstanding
Stated Principal Balance, of Yield Maintenance Charges
received in respect of the Villas Parkmerced Loan;
(8) to the Villas Parkmerced Non-Pooled Trust Component
for distribution to the Class VPM Certificates as set forth in
Section 4.01A(d) hereof, an amount equal to a pro rata share,
based on the outstanding Stated Principal Balance, of Yield
Maintenance Charges received in respect of the Villas
Parkmerced Loan;
(9) to the Holders of the Class LR Certificates, amounts
distributable in respect of the Villas Parkmerced Pooled Trust
Component and the Villas Parkmerced Non-Pooled Trust Component
in excess of amounts set forth in clauses (1) - (8)
immediately above.
The amounts to be applied pursuant to clauses (1), (2) and (3) above
will be included as part of the Available Funds for the subject Distribution
Date and will be applied as described above to make distributions on the
Certificates (other than the Class VPM Certificates) and the amounts to be
applied pursuant to clauses (4), (5) and (6) above will be included as part of
the Class VPM Available Funds or the subject Distribution Date and will be
applied as described above to make distributions on the Class VPM Certificates.
Section 3.06 Permitted Withdrawals from the Collection Account, the
Distribution Accounts and the Serviced Whole Loan Collection Accounts; Trust
Ledger.
(a) [Reserved]
(b) Each Master Servicer shall maintain a separate Trust Ledger with
respect to the Mortgage Loans that it is servicing on which it shall make ledger
entries as to amounts deposited (or credited) or withdrawn (or debited) with
respect thereto. On each Servicer Remittance Date, with respect to each Mortgage
Loan (other than any Mortgage Loan related to a Serviced Whole Loan unless
otherwise specified in clauses (i), (ii), (v), (vi), (xi), (xii), (xiii), (xiv),
(xviii), (xix) and (xxi) of this Section 3.06(b)), each Master Servicer shall
make withdrawals from amounts allocated thereto in its Collection Account (and
may debit the Trust Ledger) for the purposes listed below (the order set forth
below not constituting an order of priority for such withdrawals). Unless
otherwise specified in this subsection references to Collection Account and
Mortgage Loans shall be references to the applicable Collection Account and
Mortgage Loans serviced by the applicable Master Servicer, respectively;
provided that with respect to any amount that is required to be paid in this
section 3.06(b) out of general collections on the Mortgage Loans (or otherwise
described as being reimburseable from amounts on deposit in the Collection
Account without restriction to a specific source), to the extent that as of any
Servicer Remittance Date such amounts are insufficient to pay in full the
intended amount specified in this Section 3.06(b), the remainder of such amounts
will be withdrawn from the other Collection Account and paid for by the
applicable other Master Servicer to its intended recipient. Each Master Servicer
agrees to provide information to the other Master Servicer from time to time as
to amounts anticipated to be paid from the other Master Servicer's Collection
Account. On the Business Day following a Determination Date, a Master Servicer
will advise the other Master Servicer as to any amounts that such Master
Servicer is seeking payment from the other Master Servicer's Collection Account
and the other Master Servicer shall make any such payment on the following
Servicer Remittance Date; provided that all references in Section 3.06(b) to
amounts relating to a Serviced Whole Loan shall only apply to the Collection
Account established by the Midland Master Servicer:
(i) on or before 1:00 P.M. (New York City time) on each Servicer
Remittance Date, to remit to the Trustee the amounts to be deposited into
the Lower-Tier Distribution Account (including any amount transferred from
the Serviced Whole Loan Collection Account in respect of each Mortgage
Loan that is part of a Serviced Whole Loan) (including without limitation
the aggregate of the Available Funds, Class VPM Available Funds,
Prepayment Premiums, Yield Maintenance Charges and Excess Liquidation
Proceeds) which the Trustee shall then deposit into the Upper-Tier
Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, pursuant to Sections 3.05(g), 3.05(f) and
3.05(j), respectively;
(ii) to pay (A) itself, unpaid Servicing Fees (subject to Section
3.12(a)); and the Special Servicer, unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of each Mortgage Loan,
Specially Serviced Loan and REO Loan (exclusive of each Mortgage Loan or
REO Loan included in the Serviced Whole Loan), as applicable, each Master
Servicer's or Special Servicer's, as applicable, rights to payment of
Servicing Fees and Special Servicing Fees, Liquidation Fees and Workout
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan,
Specially Serviced Loan or REO Loan (exclusive of each Mortgage Loan or
REO Loan included in the Serviced Whole Loan), as applicable, being
limited to amounts received on or in respect of such Mortgage Loan,
Specially Serviced Loan or REO Loan, as applicable (whether in the form of
payments, Liquidation Proceeds, Insurance Proceeds or Condemnation
Proceeds), that are allocable as recovery of interest thereon and (B) each
month to the Special Servicer any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of each Specially Serviced
Loan or REO Loan, as applicable, remaining unpaid out of general
collections on the Mortgage Loans, Specially Serviced Loans and REO
Properties, but in the case of each Serviced Whole Loan, only to the
extent that amounts on deposit in the applicable Serviced Whole Loan
Collection Account are insufficient therefor;
(iii) to reimburse itself or the Trustee, as applicable (in reverse
of such order with respect to any Mortgage Loan), for unreimbursed P&I
Advances (other than Nonrecoverable Advances, which are reimbursable
pursuant to clause (v) below, and exclusive of the Mortgage Loans or REO
Loans included in the Serviced Whole Loans), each Master Servicer's or the
Trustee's right to reimbursement pursuant to this clause (iii) being
limited to amounts received which represent Late Collections for the
applicable Mortgage Loan (exclusive of the Mortgage Loan or REO Loan
included in the Serviced Whole Loan) during the applicable period;
provided, however, that if such P&I Advance becomes a Workout-Delayed
Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed
from amounts recovered on the related Mortgage Loan intended by the
modified loan documents to be applied to reimburse such Workout-Delayed
Reimbursement Amount and then from the portion of general collections and
recoveries on or in respect of all of the Mortgage Loans and REO
Properties on deposit in the applicable Collection Account from time to
time that represent collections or recoveries of principal to the extent
provided in clause (v) below; provided, that amounts with respect to the
Villas Parkmerced Non-Pooled Trust Component shall not be available to
reimburse any party with respect to this Section 3.06(b)(iii) except in
connection with Advances and interest on unreimbursed Advances in respect
of the Villas Parkmerced Mortgage Loan;
(iv) to reimburse itself and the Special Servicer or the Trustee, as
applicable (in reverse of such order with respect to any Mortgage Loan or
REO Property) (exclusive of the Mortgage Loans or REO Loans included in
the Serviced Whole Loans or any REO Property securing any Serviced Whole
Loan), for unreimbursed Property Advances, each Master Servicer's, the
Special Servicer's or the Trustee's respective rights to receive payment
pursuant to this clause (iv) with respect to any Mortgage Loan or REO
Property being limited to, as applicable, payments received from the
related Borrower which represent reimbursements of such Property Advances,
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO
Proceeds with respect to the applicable Mortgage Loan or REO Property;
provided, however, that if such Property Advance becomes a Workout-Delayed
Reimbursement Amount, then such Property Advance shall thereafter be
reimbursed from amounts recovered on the related Mortgage Loan intended by
the modified loan documents to be applied to reimburse such
Workout-Delayed Reimbursement Amount and then from the portion of general
collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the applicable Collection Account from time to
time that represent collections or recoveries of principal to the extent
provided in clause (v) below; provided, that amounts with respect to the
Villas Parkmerced Non-Pooled Trust Component shall not be available to
reimburse any party with respect to this Section 3.06(b)(iv) except in
connection with Advances and interest on unreimbursed Advances in respect
of the Villas Parkmerced Mortgage Loan;
(v) (1) to reimburse itself, and the Special Servicer or the
Trustee, as applicable (in reverse of such order with respect to any
Mortgage Loan or REO Property), (x) with respect to Nonrecoverable
Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds and REO Proceeds received on the related Mortgage
Loan and related REO Properties, second, out of the principal portion of
general collections on the Mortgage Loans and REO Properties, and then, to
the extent the principal portion of general collections is insufficient
and with respect to such deficiency only, subject to any election at its
sole discretion to defer reimbursement thereof pursuant to this Section
3.06(b), out of other collections on the Mortgage Loans and REO Properties
and (y) with respect to the Workout-Delayed Reimbursement Amounts, out of
the principal portion of the general collections on the Mortgage Loans and
REO Properties, net of such amounts being reimbursed pursuant to the
preceding clause (x) above, but in the case of either clause (x) or (y)
above with respect to each Serviced Whole Loan, only to the extent that
amounts on deposit in the applicable Serviced Whole Loan Collection
Account are insufficient therefor after taking into account any allocation
set forth in the related Co-Lender Agreement and (2) to pay itself or the
Special Servicer out of general collections on the Mortgage Loans and REO
Properties, with respect to any Mortgage Loan or REO Property any related
earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout
Fee, as applicable, 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 applicable
Collection Account of all amounts received in connection therewith, but in
the case of each Serviced Whole Loan, only to the extent that amounts on
deposit in the applicable Serviced Whole Loan Collection Account are
insufficient therefor; provided, that amounts with respect to the Villas
Parkmerced Non-Pooled Trust Component shall not be available to reimburse
any party with respect to this Section 3.06(b)(v) except in connection
with Advances and interest on unreimbursed Advances in respect of the
Villas Parkmerced Mortgage Loan;
(vi) at such time as it reimburses itself and the Special Servicer
or the Trustee, as applicable (in reverse of such order with respect to
any Mortgage Loan or REO Property), for (1) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed
Reimbursement Amount) made with respect to a Mortgage Loan pursuant to
clause (iii) above, to pay itself or the Trustee, as applicable, any
Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed
Property Advances (including any such Advance that constitutes a
Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan
or REO Property pursuant to clause (iv) above, to pay itself, the Special
Servicer or the Trustee, as the case may be, any Advance Interest Amounts
accrued and payable thereon or (3) any Nonrecoverable P&I Advances made
with respect to a Mortgage Loan or REO Property and any Nonrecoverable
Property Advances made with respect to a Mortgage Loan or REO Property or
any Workout-Delayed Reimbursement Amounts pursuant to clause (v) above, to
pay itself, the Special Servicer or the Trustee, as the case may be, any
Advance Interest Amounts accrued and payable thereon, in each case first
from Penalty Charges as provided in Section 3.12(d), but in the case of a
Serviced Whole Loan only to the extent that such Nonrecoverable Advance
has been reimbursed and only to the extent that amounts on deposit in the
applicable Serviced Whole Loan Collection Account are insufficient
therefor after taking into account any allocation set forth in the related
Co-Lender Agreement; provided, that amounts with respect to the Villas
Parkmerced Non-Pooled Trust Component shall not be available to reimburse
any party with respect to this Section 3.06(b)(vi) except in connection
with Advances and interest on unreimbursed Advances in respect of the
Villas Parkmerced Mortgage Loan;
(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
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
obligation, together with interest thereon at the Advance Rate, each such
Person's right to reimbursement pursuant to this clause (vii) with respect
to any Mortgage Loan (exclusive of any Mortgage Loan included in the
Serviced Whole Loan) being limited to that portion of the Repurchase Price
paid for such Mortgage Loan that represents such expense in accordance
with clause (e) of the definition of Repurchase Price;
(viii) to pay itself all Prepayment Interest Excesses on the
Mortgage Pool (exclusive of any Mortgage Loan or the REO Loan included in
the Serviced Whole Loan) not required to be used pursuant to Section
3.19(c);
(ix) (A) to pay itself, as additional servicing compensation in
accordance with Section 3.12(a), (1) interest and investment income earned
in respect of amounts relating to the Trust Fund held in its Collection
Account as provided in Section 3.07(b) (but only to the extent of the net
investment earnings with respect to such Collection Account for any period
from any Distribution Date to the immediately succeeding Servicer
Remittance Date) and (2) Penalty Charges on the Mortgage Loans (other than
Specially Serviced Loans) (exclusive of any Mortgage Loan or REO Loan
included in the Serviced Whole Loan), (but only to the extent collected
from the related Borrower and to the extent that all amounts then due and
payable with respect to the related Mortgage Loan have been paid and are
not needed to pay interest on Advances in accordance with Section 3.12
and/or Additional Trust Fund Expenses (other than Special Servicing Fees,
Workout Fees or Liquidation Fees); and (B) to pay the Special Servicer, as
additional servicing compensation in accordance with Section 3.12(c),
Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage
Loan or the REO Loan included in the Serviced Whole Loan) (but only to the
extent collected from the related Borrower and to the extent that all
amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and are not needed to pay interest on
Advances, all in accordance with Section 3.12);
(x) [Reserved];
(xi) 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, any amounts payable to any such Person
pursuant to Section 6.03(a) (and in the case of a Serviced Whole Loan only
to the extent that such amounts on deposit in the applicable Serviced
Whole Loan Collection Account are insufficient therefor after taking into
account any allocation set forth in the related Co-Lender Agreement);
(xii) to pay for the cost of the Opinions of Counsel contemplated by
Sections 3.10(e), 3.10(f), 3.17(a), 3.17(b) and 11.07 (and in the case of
a Serviced Whole Loan only to the extent that such amounts on deposit in
the applicable Serviced Whole Loan Collection Account are insufficient
therefor after taking into account any allocation set forth in the related
Co-Lender Agreement but exclusive of amounts relating solely to the
related Serviced B Loan);
(xiii) to pay out of general collections on the Mortgage Loans and
REO Properties any and all federal, state and local taxes imposed on the
Villas Parkmerced Loan REMIC, 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 applicable Master Servicer,
the Special Servicer or the Trustee is liable therefor pursuant to this
Agreement, except to the extent such amounts relate solely to the Serviced
Whole Loans, in which case, such amounts will be reimbursed first from the
applicable Serviced Whole Loan Collection Account(s) in accordance with
Section 3.06(c) and then out of general collections on the Mortgage Loans;
(xiv) to reimburse the Trustee out of general collections on the
Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund, except to the extent such amounts
relate solely to a Serviced Whole Loan, in which case, such amounts will
be reimbursed first, from the applicable Serviced Whole Loan Collection
Account(s) in accordance with Section 3.06(c) and then, out of general
collections on the Mortgage Loans;
(xv) to pay any Person permitted to purchase a Mortgage Loan under
Section 3.18 with respect to each Mortgage Loan (exclusive of any Mortgage
Loan included in the Serviced Whole 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;
(xvi) [Reserved];
(xvii) [Reserved]
(xviii) to pay to the applicable Master Servicer, the Special
Servicer, the Trustee or the Depositor, as the case may be, any amount
specifically required to be paid to such Person at the expense of the
Trust Fund under any provision of this Agreement to which reference is not
made in any other clause of this Section 3.06(b) (and in the case of a
Serviced Whole Loan only to the extent that such amounts on deposit in the
applicable Serviced Whole Loan Collection Account are insufficient
therefor after taking into account any allocation set forth in the related
Co-Lender Agreement), it being acknowledged that this clause (xviii) shall
not be construed to modify any limitation or requirement otherwise set
forth in this Agreement as to the time at which any Person is entitled to
payment or reimbursement of any amount or as to the funds from which any
such payment or reimbursement is permitted to be made;
(xix) to withdraw from the applicable Collection Account any sums
deposited therein in error and pay such sums to the Persons entitled
thereto (including any amounts relating to a Mortgage Loan that is part of
a Serviced Whole Loan);
(xx) [Reserved];
(xxi) to pay from time to time to itself in accordance with Section
3.07(b) any interest or investment income earned on funds deposited in its
Collection Account;
(xxii) [Reserved];
(xxiii) to transfer Excess Liquidation Proceeds allocable to
Mortgage Loans to the Lower-Tier Distribution Account for deposit by the
Trustee into the Excess Liquidation Proceeds Account in accordance with
Section 3.05(j);
(xxiv) to pay itself, the Special Servicer or the related Mortgage
Loan Seller, as the case may be, with respect to each Mortgage Loan, if
any, previously purchased or substituted (i.e., replaced) by such Person
pursuant to or as contemplated by this Agreement, all amounts received on
such Mortgage Loan subsequent to the date of purchase or substitution,
and, in the case of a substitution, with respect to the related Qualifying
Substitute Mortgage Loan(s), all Monthly Payments due thereon during or
prior to the month of substitution, in accordance with the third paragraph
of Section 2.03(f); and
(xxv) to clear and terminate the applicable Collection Account at
the termination of this Agreement pursuant to Section 9.01.
Each Master Servicer shall pay to the Special Servicer from its
Collection Account amounts permitted to be paid to it therefrom promptly upon
receipt of a certificate of a Servicing Officer of the Special Servicer
describing the item and amount to which the Special Servicer is entitled. Each
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 Loan and REO Loan
and the related Serviced Companion Loan, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for
withdrawal from the applicable Collection Account.
Each Master Servicer shall keep and maintain separate accounting
records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable
to each Mortgage Loan, and on a property-by-property basis when appropriate, for
the purpose of justifying any withdrawal, debit or credit from its Collection
Account or the Trust Ledger. Upon request, the Midland Master Servicer shall
provide to the Trustee such records and any other information in the possession
of the Midland Master Servicer to enable the Trustee to determine the amounts
attributable to the Villas Parkmerced Loan REMIC (with respect to Villas
Parkmerced Mortgage Loan), the Lower-Tier REMIC (with respect to the Mortgage
Loans (other than the Villas Parkmerced Mortgage Loan) and the Villas Parkmerced
Loan REMIC Regular Interests) and the Companion Loans.
Each Master Servicer shall pay to the Trustee, the other Master
Servicer or the Special Servicer from the Collection Account amounts permitted
to be paid to the Trustee, the other Master Servicer or the Special Servicer
therefrom, promptly upon receipt of a certificate of a Responsible Officer of
the Trustee or a certificate of a Servicing Officer, as applicable, describing
the item and amount to which such Person is entitled. Each Master Servicer may
rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein.
The Trustee, the Special Servicer and each Master Servicer (to the
extent specified in Section 11.12) shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the applicable Collection Account
from time to time for the reimbursement or payment of the Servicing Compensation
(including investment income), Trustee Fees, Special Servicing Compensation,
Advances, Advance Interest Amounts, their respective indemnification payments
(if any) pursuant to Section 6.03, Section 8.05 or Section 11.12, their
respective expenses hereunder to the extent such fees and expenses are to be
reimbursed or paid from amounts on deposit in the applicable Collection Account
pursuant to this Agreement. In addition, the Trustee, the Special Servicer and
each Master Servicer shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the applicable Collection Account
from time to time for the reimbursement or payment of any federal, state or
local taxes imposed on any Trust REMIC.
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 (or with respect to Property Advances, the Serviced Whole Loans)
deposited in both Collection Accounts (or the applicable Serviced Whole Loan
Collection Account) and available for distribution on the next Distribution
Date, the applicable Master Servicer, the Special 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 3.06(b) or Section 3.06(c) immediately, may elect to refrain
from obtaining such reimbursement for such portion of the Nonrecoverable Advance
during the Collection Period ending on the then-current Determination Date for
successive one-month periods for a total period not to exceed 12 months
(provided, however, that any deferment over six months will require the consent
of the Controlling Class Representative). If the applicable Master Servicer (or
the Special 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 discretion to elect 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 applicable Master
Servicer (or the Special 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 applicable Master Servicer (or the Special Servicer or
the Trustee) shall further be authorized to wait for principal collections on
the Mortgage Loans and Serviced Companion 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, the applicable Master Servicer shall give each Rating
Agency at least 15 days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Collection Account allocable to
interest on the Mortgage Loans unless (1) the applicable Master Servicer
determines in its sole discretion that waiting 15 days after such a notice could
jeopardize such Master Servicer's ability to recover Nonrecoverable Advances,
(2) changed circumstances or new or different information becomes known to the
Master Servicer that could affect or cause a determination of whether any
Advance is a Nonrecoverable Advance, whether to defer reimbursement of a
Nonrecoverable Advance or the determination in clause (1) above, or (3) such
Master Servicer has not timely received from the Trustee information requested
by such Master Servicer to consider in determining whether to defer
reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or
(3) apply, the applicable Master Servicer shall give each Rating Agency notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Collection Account allocable to interest on the Mortgage Loans as soon as
reasonably practicable in such circumstances. Each Master Servicer shall have no
liability for any loss, liability or expense resulting from any notice provided
to each Rating Agency contemplated by the immediately preceding sentence.
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 3.06(b) or to comply with the terms of this Section 3.06(b) and the
other provisions of this Agreement that apply once such an election, if any, has
been made. If the applicable Master Servicer, the Special Servicer or the
Trustee, as applicable, determines, in its sole discretion, that it should
recover the Nonrecoverable Advances without deferral as described above, then
such Master Servicer, the Special Servicer or the Trustee, as applicable, shall
be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Advance Rate from all amounts in the Collection Accounts for such
Distribution Date. 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 Advance Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance.
The applicable Master Servicer's, the Special 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, as
applicable, the Serviced Companion Loan Noteholders and shall not be construed
as an obligation on the part of the applicable Master Servicer, the Special
Servicer or the Trustee, as applicable, or a right of the Certificateholders or
the Serviced Companion Loan Noteholders. Nothing herein shall be deemed to
create in the Certificateholders and the Serviced Companion Loan Noteholders a
right to prior payment of distributions over the applicable Master Servicer's,
the Special Servicer's or the Trustee's, as applicable, right to reimbursement
for Advances (deferred or otherwise). 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 neither the
Master Servicers, the Special Servicer, the Trustee nor the other parties to
this Agreement shall have any liability to one another or to any of the
Certificateholders or any of the Serviced Companion Loan Noteholders for any
such election that such party makes as contemplated by this Section 3.06(b) or
for any losses, damages or other adverse economic or other effects that may
arise from such an election.
None of the Master Servicers, the Special Servicer or the Trustee
shall be permitted to reverse any other Person's determination that an Advance
is a Nonrecoverable Advance.
If either Master Servicer, the Special Servicer or the Trustee, as
applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (together with any
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made: first, out of the Principal Distribution
Amount, which, but for its application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be included in Available Funds for any
subsequent Distribution Date, and second, out of other amounts which, but for
their application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in Available Funds for any subsequent Distribution
Date.
If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to
pay interest thereon, then the Principal Distribution Amount for such
Distribution Date shall be reduced, to not less than zero, by the amount of such
reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related
Mortgage Loan, then the Principal Distribution Amount for the Distribution Date
that corresponds to the Collection Period in which such item was recovered shall
be increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date as contemplated in the paragraph above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.
To the extent a Nonrecoverable Advance with respect to a Mortgage
Loan is required to be reimbursed from the principal portion of the general
collections on the Mortgage Loans, such reimbursement shall be made first, from
the principal collections 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 the Principal
Distribution Amount for a Distribution Date is increased due to subsequent
recovery of an Advance previously determined to be Nonrecoverable, such increase
shall be allocated first to the principal collections in the Loan Group with
respect to which the Mortgage Loan as to which the related Nonrecoverable
Advance was made does not belong, and then to the Loan Group with respect to
which the Mortgage Loan as to which the related Nonrecoverable Advance was made
does belong. To the extent a P&I Advance in respect of Villas Parkmerced
Non-Pooled Trust Component is determined to be a Nonrecoverable Advance and is
required to be reimbursed from the principal portion or interest portion of
general collections on the Mortgage Loans as described above, such reimbursement
will be made first, from the applicable collections in Loan Group 2A and, if the
applicable collections in Loan Group 2A are not sufficient to make such
reimbursement in full, then from the applicable collections in Loan Group 2B
and, if the applicable collections in Loan Group 2B are not sufficient to make
such reimbursement in full, then from the applicable collections in Loan Group 1
(after giving effect to any reimbursements of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts that are related to Loan Group 1).
To the extent a 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, such reimbursement shall be made
first, from the principal collections 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 the
Principal Distribution Amount for a Distribution Date is increased as set forth
in preceding paragraph, such increase shall be allocated first to the principal
collections in the Loan Group with respect to which the Mortgage Loan as to
which the related Workout-Delayed Reimbursement Amount was reimbursed does not
belong, and then to the Loan Group with respect to which the Mortgage Loan as to
which the related Workout-Delayed Reimbursement Amount was reimbursed does
belong.
(c) The Midland Master Servicer may (and, with respect to clause
(i), shall), from time to time, make withdrawals from the Serviced Whole Loan
Collection Accounts, for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals); provided that
all references in this Section 3.06(c) to remittances to a Collection Account
shall mean the Collection Account maintained by the Midland Master Servicer; and
provided, further, that with respect to any amount that is required to be paid
in this section 3.06(c) out of general collections on the Mortgage Loans from
the applicable Collection Account, to the extent that such amounts are
insufficient to pay in full the intended amount specified in this Section
3.06(c), the remainder of such amounts will be withdrawn from the other
Collection Account and paid for by the applicable other Master Servicer to its
intended recipient:
(i) to make remittances each month as and when required in an
aggregate amount of immediately available funds equal to the allocable
portion of the applicable Serviced Whole Loan Remittance Amount to (A) the
related Serviced Companion Loan Noteholders in accordance with Section
3.05(i) and (B) the Collection Account-Midland for the benefit of the
Trust in accordance with Section 4.06(b), in each case in accordance with
the related Co-Lender Agreement (provided that Liquidation Proceeds
relating to the repurchase of any Serviced Companion Loan by the related
seller thereof shall be remitted solely to the holder of such Serviced
Companion Loan, as the case may be, and Liquidation Proceeds relating to
the repurchase of a Mortgage Loan related to a Serviced Whole Loan by the
related Mortgage Loan Seller shall be remitted solely to the Collection
Account; provided, however, that any Liquidation Proceeds related to a
sale pursuant to Section 3.18 hereof or pursuant to the related Co-Lender
Agreement of a Mortgage Loan included in a Serviced Whole Loan shall be
deposited directly into the Collection Account and applied solely to pay
expenses relating to that Mortgage Loan and to Available Funds; provided,
further, that any Liquidation Proceeds related to a sale pursuant to
Section 3.18 hereof or pursuant to the Villas Parkmerced Co-Lender
Agreement, shall be deposited into the Serviced Whole Loan Collection
Account and applied to pay expenses relating to the Villas Parkmerced
Mortgage Loan and then to the Villas Parkmerced Available Funds);
(ii) to pay (A) to itself unpaid Servicing Fees and to the Special
Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of such Serviced Whole Loan and related REO Loan, as
applicable, the Midland Master Servicer's or the Special Servicer's, as
applicable, rights to payment of Servicing Fees, Special Servicing Fees,
Liquidation Fees and Workout Fees, as applicable, pursuant to this clause
(ii)(A) with respect to such Serviced Whole Loan or related REO Loan, as
applicable, being limited to amounts received on or in respect of such
Serviced Whole Loan (whether in the form of payments, Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds), or such REO Loan
(whether in the form of REO Proceeds, Liquidation Proceeds, Insurance
Proceeds or Condemnation Proceeds), that are allocable as recovery of
interest thereon and (B) to the Special Servicer, each month to the extent
not covered by clause (ii)(A) above, any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan
or REO Loan, as applicable, remaining unpaid out of general collections in
the applicable Collection Account as provided in Section 3.06(b)(ii);
(iii) to reimburse itself or the Trustee for unreimbursed P&I
Advances with respect to the applicable Mortgage Loan, the Midland Master
Servicer's and the Trustee's right to reimbursement pursuant to this
clause (iii) being limited to amounts received in the applicable Serviced
Whole Loan Collection Account which represent Late Collections received in
respect of such Mortgage Loan or Serviced Companion Loan, as applicable
(as allocable thereto pursuant to the related Loan Documents and the
related Co-Lender Agreement), during the applicable period; provided,
however, that to the extent such amounts are insufficient to repay such
P&I Advances on any Mortgage Loan, such P&I Advances may be reimbursed
from collections on the related Serviced Whole Loan allocable to such B
Loan; provided, further, however, that if such P&I Advance on the
applicable Mortgage Loan 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 Collection Account from time to time
that represent collections or recoveries of principal to the extent
provided in Section 3.06(b)(v) above; provided, that amounts with respect
to the Villas Parkmerced Non-Pooled Trust Component shall not be available
to reimburse any party with respect to this Section 3.06(c)(iii) except in
connection with Advances and interest on unreimbursed Advances in respect
of the Villas Parkmerced Mortgage Loan;
(iv) to reimburse itself, the Trustee or the Special Servicer, as
applicable (in reverse of such order with respect to such Serviced Whole
Loan or REO Property), for unreimbursed Property Advances with respect to
such Serviced Whole Loan or related REO Property, the Midland Master
Servicer's, the Trustee's or the Special Servicer's respective rights to
receive payment pursuant to this clause (iv) being limited to, as
applicable, related payments by the applicable Borrower with respect to
such Property Advance, Liquidation Proceeds, Insurance Proceeds and
Condemnation Proceeds and REO Proceeds with respect to such Serviced Whole
Loan; provided, however, that if such Property Advance becomes a
Workout-Delayed Reimbursement Amount, then such Property 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 applicable Collection Account from time to time that
represent collections or recoveries of principal to the extent provided in
clause (v) below, provided that the Midland Master Servicer shall collect
the Workout-Delayed Reimbursement Amount first, from collections on, and
proceeds of the applicable Serviced B Loan, if any, and second, to the
extent such Workout-Delayed Reimbursement Amount remains unreimbursed,
from the related Mortgage Loan; provided, that amounts with respect to the
Villas Parkmerced Non-Pooled Trust Component shall not be available to
reimburse any party with respect to this Section 3.06(c)(iv) except in
connection with Advances and interest on unreimbursed Advances in respect
of the Villas Parkmerced Mortgage Loan;
(v) (A) to reimburse itself, the Special Servicer, the Trustee (in
reverse of such order with respect to such Serviced Whole Loan or related
REO Property), as applicable (x) with respect to Nonrecoverable Advances,
first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds and REO Proceeds received on the related Serviced Whole Loan and
related REO Properties, and second, out of general collections in the
applicable Collection Account as provided in Section 3.06(b) and (y) with
respect to the Workout Delayed Reimbursement Amounts, first, out of the
principal portion of the general collections on the Serviced Whole Loan
and REO Properties, net of such amounts being reimbursed pursuant to the
subclause first in the preceding clause (x) above and second out of
general collections in the applicable Collection Account as provided in
Section 3.06(b); provided that in the case of both clause (x) and clause
(y) of this clause (v), such reimbursements shall be made first, from
collections on, and proceeds of the applicable Serviced B Loan, if any,
and then from collections on, and proceeds of the related Mortgage Loan or
(B) to pay itself or the Special Servicer out of general collections on
such Serviced Whole Loan and related REO Properties, with respect to any
Mortgage Loan or Mortgage Loans or REO Property any related earned
Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as
applicable, that remained unpaid in accordance with clause (ii) above
following a Final Recovery Determination made with respect to such
Serviced Whole Loan or related REO Property and the deposit into the
applicable Serviced Whole Loan Collection Account of all amounts received
in connection therewith, such party's rights to reimbursement pursuant to
this clause (v) with respect to any such Nonrecoverable Advance that is a
P&I Advance, Servicing Fees, Special Servicing Fees, Liquidation Fees or
Workout Fees, as applicable, being limited (except to the extent set forth
in Section 3.06(b)) to amounts on deposit in the applicable Serviced Whole
Loan Collection Account that were received in respect of the particular
Mortgage Loan (as allocable thereto pursuant to the related Loan Documents
and the related Co-Lender Agreement) in the related Serviced Whole Loan as
to which such Nonrecoverable Advance, Servicing Fees, Special Servicing
Fees, Liquidation Fees or Workout Fees, as applicable, were incurred
(provided, however, that to the extent such amounts are insufficient to
repay such Advances on any Mortgage Loan as to which there is a related
Serviced B Loan, such P&I Advances may be reimbursed from collections on
the related Serviced Whole Loan allocable to such B Loan); provided, that
amounts with respect to the Villas Parkmerced Non-Pooled Trust Component
shall not be available to reimburse any party with respect to this Section
3.06(c)(v) except in connection with Advances and interest on unreimbursed
Advances in respect of the Villas Parkmerced Mortgage Loan;
(vi) at such time as it reimburses itself, the Special Servicer, the
Trustee, as applicable, first, from Penalty Charges pursuant to Section
3.12(d), then, from collections on, and proceeds of the applicable
Serviced B Loan, if any, and then, from collections on, and proceeds of
the Mortgage Loan, for (A) any unreimbursed P&I Advance with respect to
the applicable Mortgage Loan (including any such Advance that constitutes
a Workout-Delayed Reimbursement Amount) to pay itself or the Trustee, as
applicable, any Advance Interest Amounts accrued and payable thereon, (B)
any unreimbursed Property Advances (including any such Advance that
constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause
(iv) above, to pay itself, the Special Servicer or the Trustee, as the
case may be, any Advance Interest Amounts accrued and payable thereon or
(C) any Nonrecoverable Advances pursuant to clause (v) above, to pay
itself, the Special Servicer or the Trustee, as the case may be, any
Advance Interest Amounts accrued and payable thereon, such party's rights
to reimbursement pursuant to this clause (vi) with respect to any such
interest on P&I Advances being limited to amounts on deposit in the
applicable Serviced Whole Loan Collection Account that were received in
respect of the particular Mortgage Loan (as allocable thereto pursuant to
the related Loan Documents and the related Co-Lender Agreement) in the
related Serviced Whole Loan as to which such advance relates (provided,
however, that any Mortgage Loan as to which there is a related Serviced B
Loan, such interest on P&I Advances may be reimbursed from collections on
the related Serviced Whole Loan allocable to such B Loan); provided, that
amounts with respect to the Villas Parkmerced Non-Pooled Trust Component
shall not be available to reimburse any party with respect to this Section
3.06(c)(vi) except in connection with Advances and interest on
unreimbursed Advances in respect of the Villas Parkmerced Mortgage Loan;
(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 with respect to the Mortgage
Loan or "breach" or "defect" with respect to a Serviced Companion Loan
giving rise to a repurchase 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 obligation, together with interest thereon at the
Advance Rate, each such Person's right to reimbursement pursuant to this
clause (vii) with respect to such Serviced Whole Loan being limited to
that portion of the Repurchase Price paid for the related Mortgage Loan
that represents such expense in accordance with clause (e) of the
definition of Repurchase Price (or, with respect to a Serviced Companion
Loan, a comparable expense);
(viii) to pay itself all Prepayment Interest Excesses on any related
Mortgage Loan included in the Serviced Whole Loan not required to be used
pursuant to Section 3.19(c);
(ix) (A) to pay itself, as additional servicing compensation in
accordance with Section 3.12(a), (1) interest and investment income earned
in respect of amounts relating to such Serviced Whole Loan held in the
applicable Serviced Whole Loan Collection Account as provided in Section
3.07(b) (but only to the extent of the net investment earnings with
respect to such Serviced Whole Loan Collection Account for any period from
any Distribution Date to the immediately succeeding Servicer Remittance
Date) and (2) the pro rata portion of any Penalty Charges, as allocated in
the related Co-Lender Agreement, on the related Mortgage Loan (other than
Specially Serviced Loans) but only to the extent collected from the
related Borrower and to the extent that all amounts then due and payable
with respect to the Serviced Whole Loans have been paid and are not needed
to pay interest on Advances and/or Additional Trust Fund Expenses in
accordance with Section 3.12 and the related Co-Lender Agreement; and (B)
to pay the Special Servicer, as additional servicing compensation in
accordance with the second paragraph of Section 3.12, the pro rata portion
of any Penalty Charges, as allocated in the related Co-Lender Agreement,
on the related Mortgage Loan, as allocated in the related Co-Lender
Agreement, during the period it is a Specially Serviced Loan (but only to
the extent collected from the related Borrower and to the extent that all
amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and are not needed to pay interest on
Advances in accordance with Section 3.12 and/or Additional Trust Fund
Expenses and in accordance with the related Co-Lender Agreement);
(x) to recoup any amounts deposited in such Serviced Whole Loan
Collection Account in error;
(xi) 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, any amounts payable to any such Person
pursuant to Sections 6.03(a) or 6.03(b), to the extent that such amounts
relate to such Serviced Whole Loans;
(xii) to pay for the cost of the Opinions of Counsel contemplated by
Sections 3.10(e), 3.10(f), 3.17(a), 3.17(b) and 11.07 to the extent
payable out of the Trust Fund as they relate to such Serviced Whole Loans;
(xiii) to pay out of general collections on such Serviced Whole Loan
and related REO Property any and all federal, state and local taxes
imposed on the Villas Parkmerced Loan REMIC, the Upper-Tier REMIC, the
Lower-Tier REMIC or any of their assets or transactions, together with all
incidental costs and expenses, in each case to the extent that neither the
Midland Master Servicer, the Special Servicer nor the Trustee is liable
therefor pursuant to this Agreement and only to the extent that such
amounts relate to the related Mortgage Loan or to the Serviced Companion
Loans (but only to the extent that any Serviced Companion Loan is included
in a REMIC);
(xiv) to reimburse the Trustee out of general collections on such
Serviced Whole Loan and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund related to such Serviced Whole Loan;
(xv) to pay any Person permitted to purchase a Mortgage Loan under
Section 3.18 with respect to the Mortgage Loan included in such Serviced
Whole 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;
(xvi) to deposit in the Interest Reserve Account the amounts with
respect to the Mortgage Loan included in such Serviced Whole Loan required
to be deposited in the Interest Reserve Account pursuant to Section
3.05(f);
(xvii) to pay to the Midland Master Servicer, the Special Servicer,
the Trustee or the Depositor, as the case may be, to the extent that such
amounts relate to the Mortgage Loan included in such Serviced Whole Loan,
any amount specifically required to be paid to such Person at the expense
of the Trust Fund under any provision of this Agreement to which reference
is not made in any other clause of this Section 3.06(c), it being
acknowledged that this clause (xvii) shall not be construed to modify any
limitation or requirement otherwise set forth in this Agreement as to the
time at which any Person is entitled to payment or reimbursement of any
amount or as to the funds from which any such payment or reimbursement is
permitted to be made;
(xviii) to pay the related Mortgage Loan Seller with respect to the
Mortgage Loan included in such Serviced Whole Loan, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as
contemplated by this Agreement, all amounts received on such Mortgage Loan
subsequent to the date of purchase or substitution, and, in the case of a
substitution, with respect to the related Qualifying Substitute Mortgage
Loan(s), all Monthly Payments due thereon during or prior to the month of
substitution, in accordance with the third paragraph of Section 2.03(f);
and
(xix) to clear and terminate such Serviced Whole Loan Collection
Account at the termination of this Agreement pursuant to Section 9.01.
The Midland 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 any Serviced
Whole Loan Collection Account. All withdrawals with respect to any Serviced
Whole Loan shall be made first from the applicable Serviced Whole Loan
Collection Account and then, from the Collection Account-Midland to the extent
permitted by Section 3.06(b). Upon request, the Midland Master Servicer shall
provide to the Trustee such records and any other information in the possession
of the Midland Master Servicer to enable the Trustee to determine the amounts
attributable to the Villas Parkmerced Loan REMIC (with respect to Villas
Parkmerced Mortgage Loan), the Lower-Tier REMIC (with respect to the Mortgage
Loans (other than the Villas Parkmerced Mortgage Loan) and the Villas Parkmerced
Loan REMIC Regular Interests) and the Companion Loans.
The Midland Master Servicer shall pay to the Special Servicer from
the Serviced Whole Loan Collection Accounts amounts permitted to be paid to it
therefrom promptly upon receipt of a certificate of a Servicing Officer of such
Special Servicer describing the item and amount to which the Special Servicer is
entitled. The Midland 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 Loan included in the Serviced Whole Loan and related REO
Loan, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from any Serviced Whole Loan Collection
Account.
Any permitted withdrawals under this Section 3.06(c) with respect to
reimbursement for advances or other amounts payable to a Serviced Companion Loan
Trustee shall, if applicable, also be deemed to be a permitted withdrawal for
similar amounts owed to the fiscal agent of the Serviced Companion Loan Trustee,
if any.
Notwithstanding anything to the contrary contained herein, with
respect to each Serviced Companion Loan, the Midland Master Servicer shall
withdraw from the related Serviced Whole Loan Collection Account and remit to
the related Serviced Companion Loan Noteholders, within one Business Day of
receipt thereof, any amounts that represent Late Collections or Principal
Prepayments on such Serviced Companion Loan or any successor REO Loan with
respect thereto, that are received by the Midland Master Servicer subsequent to
5:00 p.m. (New York City time) on the related Due Date therefor (exclusive of
any portion of such amount payable or reimbursable to any third party in
accordance with the related Co-Lender Agreement or this Agreement), unless such
amount would otherwise be included in the monthly remittance to the holder of
such Serviced Companion Loan for such month.
In the event that the Midland Master Servicer fails, as of 5:00 p.m.
(New York City time) on any Servicer Remittance Date or any other date a
remittance is required to be made, to remit to the Trustee (in respect of the
related Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of
any related Serviced Companion Loan) any amounts required to be so remitted
hereunder by such date (including any P&I Advance pursuant to Section 4.07 and
any Excess Liquidation Proceeds allocable to the Serviced Companion Loans
pursuant to Section 4.01(e)), the Midland Master Servicer shall pay to the
Trustee (in respect of the Mortgage Loan) or the Serviced Companion Loan
Noteholders (in respect of the Serviced Companion Loan), for the account of the
Trustee (in respect of the Mortgage Loan) or the Serviced Companion Loan
Noteholders (in respect of the Serviced Companion Loans), interest, calculated
at the Prime Rate, on such amount(s) not timely remitted, from the time such
payment was required to be made (without regard to any grace period) until (but
not including) the date such late payment is received by the Trustee or the
Serviced Companion Loan Noteholders, as applicable.
(d) On each Servicer Remittance Date, all income and gain realized
from investment of funds to which the applicable Master Servicer or the Special
Servicer is entitled pursuant to Section 3.07(b) shall be subject to withdrawal
by such Master Servicer or the Special Servicer, as applicable.
(e) With respect to the Serviced Whole Loans, if amounts required to
pay the expenses allocable to any related Serviced Companion Loan exceed amounts
on deposit in the Serviced Whole Loan Collection Account and the Midland Master
Servicer, the Special Servicer or the Trustee, as applicable, shall have sought
reimbursement from the Trust Fund with respect to such expenses allocable to
such Serviced Companion Loan, as applicable, the Midland Master Servicer shall
seek (on behalf of the Trust Fund, subject to the related Co-Lender Agreement)
payment or reimbursement from the holder of the related Serviced B Loan, if any,
or, if such Serviced Companion Loan has been deposited into a securitization,
out of general collections in the collection account established pursuant to the
related Serviced Companion Loan Securitization Agreement.
(f) If any Loss of Value Payments are deposited into the Loss of
Value Reserve Fund with respect to any Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly when needed, transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of
Value Reserve Fund to the applicable Master Servicer for deposit into its
Collection Account for the following purposes:
(i) to reimburse the applicable Master Servicer, the Special
Servicer or the Trustee, in accordance with Section 3.06(b), for any
Nonrecoverable Advance made by such party with respect to such Mortgage
Loan or any related REO Property (together with interest thereon);
(ii) to pay, in accordance with Section 3.06(b), or to reimburse the
Trust for the prior payment of, any expense relating to such Mortgage Loan
or any related REO Property that constitutes or, if not paid out of such
Loss of Value Payments, would constitute an Additional Trust Fund Expense;
(iii) to offset any Realized Loss (as calculated without regard to
the application of such Loss of Value Payments) incurred with respect to
such Mortgage Loan or any related successor REO Loan;
(iv) following the occurrence of a liquidation event with respect to
such Mortgage Loan or any related REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated
by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan,
to cover the items contemplated by the immediately preceding clauses
(i)-(iii) in respect of any other Mortgage Loan or REO Loan; and
(v) On the final Distribution Date after all distributions have been
made as set forth in clause (i) through (iv) above, to each Mortgage Loan
Seller, its pro rata share, based on the amount that it contributed, net
of any amount contributed by such Mortgage Loan Seller that was used
pursuant to clauses (i)-(iii) to offset any Realized Losses, Additional
Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
to the Mortgage Loan related to such contribution.
Any Loss of Value Payments transferred to the Collection Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Sections 3.12(c) and (d), be deemed to constitute Liquidation Proceeds
received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Collection Account
pursuant to clause (iv) of the prior paragraph shall, except for purposes of
Sections 3.12(c) and (d), be deemed to constitute Liquidation Proceeds received
by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss of
Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (i)-(iv) of the prior paragraph.
Section 3.07 Investment of Funds in the Applicable Collection
Account, the Serviced Whole Loan Collection Accounts, REO Account, the Lock-Box
Accounts, the Cash Collateral Accounts and the Reserve Accounts. (a) The
applicable Master Servicer (or with respect to any REO Account, the Special
Servicer) may direct any depository institution maintaining its Collection
Account, any Serviced Whole Loan Collection Account, any Borrower Accounts (as
defined below and subject to the second succeeding sentence) and any REO Account
(each, for purposes of this Section 3.07, an "Investment Account"), to invest
the funds in such Investment Account in one or more Permitted Investments that
bear interest or are sold at a discount, and that mature, unless payable on
demand, no later than the Business Day preceding the date on which such funds
are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any investment of funds on deposit in an Investment Account by the
applicable Master Servicer or the Special Servicer shall be documented in
writing and shall provide evidence that such investment is a Permitted
Investment which matures at or prior to the time required hereby or is payable
on demand. In the case of any Escrow Account, Lock-Box Account, Cash Collateral
Account or Reserve Account (the "Borrower Accounts"), the applicable Master
Servicer shall act upon the written request of the related Borrower or Manager
to the extent that such Master Servicer is required to do so under the terms of
the respective Loan Documents, provided that in the absence of appropriate
written instructions from the related Borrower or Manager meeting the
requirements of this Section 3.07, such Master Servicer shall have no obligation
to, but will be entitled to, direct the investment of funds in such accounts in
Permitted Investments. 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) or in the name of a
nominee of the Trustee. The Trustee shall have sole control (except with respect
to investment direction which shall be in the control of the applicable Master
Servicer or the Special Servicer, with respect to any REO Accounts, as an
independent contractor to the Trust Fund) over each such investment and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent (which shall initially be the
applicable Master Servicer), together with any document of transfer, if any,
necessary to transfer title to such investment to the Trustee or its nominee.
The Trustee shall have no responsibility or liability with respect to the
investment directions of the applicable Master Servicer, the Special Servicer,
any Borrower or Manager or any losses resulting therefrom, whether from
Permitted Investments or otherwise. The applicable Master Servicer shall have no
responsibility or liability with respect to the investment directions of the
Special Servicer, any Borrower or Manager or any losses resulting therefrom,
whether from Permitted Investments or otherwise. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the applicable Master Servicer (or the Special Servicer)
shall:
(x) 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 (1) all amounts then payable thereunder and (2) the amount required to
be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by the applicable Master Servicer (or the Special Servicer)
that such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the related Investment
Account.
(b) All income and gain realized from investment of funds deposited
in any Investment Account shall be for the benefit of the applicable Master
Servicer (except with respect to the investment of funds deposited in (i) any
Borrower Account, which shall be for the benefit of the related Borrower to the
extent required under the Mortgage Loan or applicable law or (ii) any REO
Account, which shall be for the benefit of the Special Servicer) and, if held in
its Collection Account, any Serviced Whole Loan Collection Account or REO
Account shall be subject to withdrawal by the applicable Master Servicer or the
Special Servicer, as applicable, in accordance with Section 3.06 or Section
3.17(b), as applicable. The applicable Master Servicer, or with respect to any
REO Account, the Special Servicer, shall deposit from its own funds into its
Collection Account, the applicable Serviced Whole Loan Collection Account or any
REO Account, as applicable, the amount of any loss incurred in respect of any
such Permitted Investment immediately upon realization of such loss; provided,
however, that the applicable Master Servicer or Special Servicer, as applicable,
may reduce the amount of such payment to the extent it forgoes any investment
income in such Investment Account otherwise payable to it. The applicable Master
Servicer shall also deposit from its own funds in any Borrower Account
immediately upon realization of such loss the amount of any loss incurred in
respect of Permitted Investments, except to the extent that amounts are invested
at the direction of or for the benefit of the Borrower under the terms of the
Mortgage Loan, Serviced Whole Loan or applicable law.
(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 Trustee 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. In the
event the Trustee takes any such action, (i) the applicable Master Servicer, if
such Permitted Investment was for the benefit of the such Master Servicer, or
(ii) the Special Servicer, if such Permitted Investment was for the benefit of
the Special Servicer, shall pay or reimburse the Trustee for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee in connection therewith.
Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage. (a) In the case of each Mortgage Loan or
Serviced Whole Loan, as applicable (but excluding any REO Loan) each Master
Servicer shall use reasonable efforts consistent with the Servicing Standard to
cause the related Borrower, with respect to the Mortgage Loans or Serviced Whole
Loans that it is servicing, to maintain (including identifying the extent to
which such Borrower is maintaining insurance coverage and, if such Borrower does
not so maintain, the applicable Master Servicer will itself cause to be
maintained with Qualified Insurers) for the related Mortgaged Property (x)
except where the Loan Documents permit a Borrower to rely on self-insurance
provided by a tenant, a fire and casualty extended coverage insurance policy,
which does not provide for reduction due to depreciation, in an amount that is
at least equal to the lesser of (i) the full replacement cost of improvements
securing such Mortgage Loan or Serviced Whole Loan, as applicable, or (ii) the
Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan, as
applicable, but, in any event, in an amount sufficient to avoid the application
of any co-insurance clause and (y) all other insurance coverage (including, but
not limited to, coverage for acts of terrorism) as is required, subject to
applicable law, under the related Loan Documents; provided, however, that:
(i) the applicable Master Servicer shall not be required to maintain
any earthquake or environmental insurance policy on any Mortgaged Property
unless (x) such insurance policy was in effect at the time of the
origination of the related Mortgage Loan or Serviced Whole Loan, as
applicable, or (y) was required by the related Loan Documents and is
available at commercially reasonable rates (and if the applicable Master
Servicer does not cause the Borrower to maintain or itself maintain such
earthquake or environmental insurance policy on any Mortgaged Property,
the Special Servicer shall have the right, but not the duty, to obtain (in
accordance with the Servicing Standard), at the Trust's expense,
earthquake or environmental insurance on any REO Property so long as such
insurance is available at commercially reasonable rates), provided that
the applicable Master Servicer shall require the related Borrower to
maintain such insurance in the amount, in the case of clause (x),
maintained at origination, and in the case of clause (y), required by such
Mortgage Loan or Serviced Whole Loan, in each case, to the extent such
amounts are available at commercially reasonable rates;
(ii) if and to the extent that any Mortgage Loan Document grants the
lender thereunder any discretion (by way of consent, approval or
otherwise) as to the insurance provider from whom the related Borrower is
to obtain the requisite insurance coverage, the applicable Master Servicer
shall (to the extent consistent with the Servicing Standard) require the
related Borrower to obtain the requisite insurance coverage from Qualified
Insurers;
(iii) no Master Servicer shall have any obligation beyond using its
reasonable efforts consistent with the Servicing Standard to cause any
Borrower to maintain the insurance required to be maintained under the
Loan Documents; provided, however, that this clause shall not limit the
applicable Master Servicer's obligation to obtain and maintain a
force-placed insurance policy, as provided herein;
(iv) except as provided below, (including under clause (vii) below),
in no event shall the applicable Master Servicer be required to cause the
Borrower to maintain, or itself obtain, insurance coverage that such
Master Servicer has determined is either (A) not available at any rate or
(B) not available at commercially reasonable rates and the related 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
the related Mortgaged Property is located (in each case, as determined by
the applicable Master Servicer in accordance with the Servicing Standard,
not less frequently than annually, to the extent consistent with the
Servicing Standard (but need not be made more frequently) at the
approximate date on which such Master Servicer receives notice of the
renewal, replacement or cancellation of coverage, and such Master Servicer
will be entitled to rely on insurance consultants, retained at its own
expense, in making such determination);
(v) to the extent that a Master Servicer itself is required to
maintain insurance that the Borrower does not maintain, such Master
Servicer will not be required to maintain insurance other than what is
available to such Master Servicer on a force-placed basis at commercially
reasonable rates, and only to the extent the Trustee as lender has an
insurable interest thereon; and
(vi) any explicit terrorism insurance requirements contained in the
related Loan Documents shall be enforced by the applicable Master Servicer
in accordance with the Servicing Standard, unless the Special Servicer and
the Directing Certificateholder have consented to a waiver (including a
waiver to permit the applicable Master Servicer to accept insurance that
does not comply with specific requirements contained in the Loan
Documents) in writing of that provision in accordance with the Servicing
Standard;
provided, however, that any determination by the applicable Master Servicer that
a particular type of insurance is not available at commercially reasonable rates
shall be subject to the approval of the Special Servicer and the Directing
Certificateholder; provided, further, that the applicable Master Servicer will
not be permitted to obtain insurance on a force-placed basis with respect to
terrorism insurance without the consent of the Special Servicer and the
Directing Certificateholder and provided, further, that while an approval
provided for under Section 3.08 is pending, the applicable Master Servicer will
not be in default or liable for any loss.
Notwithstanding the limitation set forth in clause (iv) above, each
Master Servicer must, prior to availing itself of any limitation described in
that clause with respect to any Mortgage Loan or Serviced Whole Loan, as
applicable, obtain the approval or disapproval of the Special Servicer and the
Directing Certificateholder (and, in connection therewith, the Special Servicer
will be required to comply with any applicable provisions of Sections 3.26 and
3.30, 3.31, 3.32 or 3.34, as applicable). Each Master Servicer will be entitled
to rely on the determination of the Special Servicer made in connection with
such approval or disapproval. The Special Servicer shall decide with the consent
of the Directing Certificateholder whether to withhold or grant such approval in
accordance with the Servicing Standard. If any such approval has not been
expressly denied within 10 Business Days (or with respect to any Serviced Whole
Loan, such period of time as provided in Sections 3.31, 3.32 or 3.34, if any) of
the Special Servicer's and the Directing Certificateholder's receipt from the
applicable Master Servicer of such Master Servicer's determination and analysis
and all information reasonably requested by the Special Servicer or the
Directing Certificateholder and reasonably available to the applicable Master
Servicer in order to make an informed decision, such approval shall be deemed to
have been granted.
Each Master Servicer shall notify the Special Servicer, the Trustee
and the Directing Certificateholder if such Master Servicer determines in
accordance with the Servicing Standard that a Borrower has failed to maintain
insurance required under the Loan Documents and such failure materially and
adversely affects the interests of the Certificateholders or if the Borrower has
notified such Master Servicer in writing that the Borrower does not intend to
maintain such insurance and that such Master Servicer has determined in
accordance with the Servicing Standard that such failure materially and
adversely affects the interests of the Certificateholders.
Subject to Section 3.17(a), with respect to each REO Property, the
Special Servicer shall use reasonable efforts, consistent with the Servicing
Standard, to maintain (subject to the right of the Special Servicer to direct
the applicable Master Servicer to make a Property Advance for the costs
associated with coverage that the Special Servicer determines to maintain, in
which case the applicable Master Servicer shall make such Property Advance) with
Qualified Insurers, (a) a fire and casualty extended coverage insurance policy,
which does not provide for reduction due to depreciation, in an amount that is
at least equal to the lesser of the full replacement value of the Mortgaged
Property or the Stated Principal Balance of the Mortgage Loan or the Serviced
Whole Loan, as applicable (or such greater amount of coverage required by the
related Loan Documents (unless such amount is not available or the Directing
Certificateholder has consented to a lower amount)), but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause, (b) a
comprehensive general liability insurance policy with coverage comparable to
that which would be required under prudent lending requirements and in an amount
not less than $1.0 million per occurrence, and (c) to the extent consistent with
the Servicing Standard, a business interruption or rental loss insurance
covering revenues or rents for a period of at least 12 months; provided,
however, that the Special Servicer shall not be required in any event to
maintain or obtain insurance coverage described in this paragraph beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. With respect to each Specially Serviced Loan (other than an
REO Loan) the Special Servicer shall, in accordance with the Servicing Standard,
be responsible for pursuing any enforcement action against the related Borrower
with respect to such Borrower's failure to maintain the insurance described in
the first paragraph of this Section 3.08(a); provided, that if such Borrower
fails to maintain such insurance, the Special Servicer may direct the applicable
Master Servicer to cause such coverage to be maintained in accordance with and
subject to the other provisions of this Section 3.08, to the extent that the
identified coverage is available under such Master Servicer's existing
force-placed policy.
All such insurance policies maintained as described above shall
contain (if they insure against loss to property) a "standard" mortgagee clause,
with loss payable to the applicable Master Servicer (on behalf of the Trustee on
behalf of Certificateholders and, with respect to a Serviced Whole Loan the
related Serviced Companion Loan Noteholders), or shall name the Trustee as the
insured, with loss payable to the Special Servicer on behalf of the Trustee (on
behalf of Certificateholders and, with respect to a Serviced Whole Loan the
related Serviced Companion Loan Noteholders) (in the case of insurance
maintained in respect of an REO Property). Any amounts collected by the
applicable Master Servicer or Special Servicer under any such 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 Borrower, in
each case in accordance with the Servicing Standard) shall be deposited in the
applicable Collection Account (or, in the case of the Serviced Whole Loans, in
the applicable Serviced Whole Loan Collection Account), subject to withdrawal
pursuant to Section 3.06, in the case of amounts received in respect of a
Mortgage Loan or Serviced Whole Loan, or in the applicable REO Account of the
Special Servicer, subject to withdrawal pursuant to Section 3.17, in the case of
amounts received in respect of an REO Property. Any cost incurred by the
applicable Master Servicer or the Special Servicer in maintaining any such
insurance shall not, for purposes hereof, including calculating monthly
distributions to Certificateholders or Serviced Companion Loan Noteholders, be
added to the Stated Principal Balance of the related Mortgage Loan or the
Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or
Serviced Whole Loan so permit; provided, however, that this sentence shall not
limit the rights of the applicable Master Servicer or Special Servicer on behalf
of the Trust Fund to enforce any obligations of the related Borrower under such
Mortgage Loan or Serviced Whole Loan. Any costs incurred by the applicable
Master Servicer in maintaining any such insurance policies in respect of the
Mortgage Loans or Specially Serviced Loans (other than REO Properties) (i) if
the Borrower defaults on its obligation to do so, shall be advanced by the
applicable Master Servicer as a Property Advance and will be charged to the
related Borrower and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the Stated Principal Balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage 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 Fund (and in the case of the Serviced Whole Loans, first, of the related
Serviced B Loan Noteholder, if any, and second, to the extent such cost remains
unpaid, the related Mortgage Loan) payable out of the related REO Account (or
Serviced Whole Loan REO Account, as applicable) or, if the amount on deposit
therein is insufficient therefore, advanced by the applicable Master Servicer as
a Property Advance.
(b) If either (x) the applicable Master Servicer or Special Servicer
obtains and maintains, or causes to be obtained and maintained, a blanket policy
or master force-placed policy insuring against hazard losses on all of the
Mortgage Loans, Serviced Whole Loans or REO Properties, as applicable, as to
which it is the Master Servicer or Special Servicer, as the case may be, then,
to the extent such policy (i) is obtained from a Qualified Insurer, and (ii)
provides protection equivalent to the individual policies otherwise required or
(y) the applicable Master Servicer or Special Servicer has long-term unsecured
debt obligations that are rated not lower than "A2" by Moody's and "A" by S&P,
and the applicable Master Servicer or Special Servicer self-insures for its
obligation to maintain the individual policies otherwise required, then the
applicable Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause hazard insurance to be maintained on
the related Mortgaged Properties or REO Properties, as applicable. Such a
blanket or master force-placed policy may contain a deductible clause (not in
excess of a customary amount), in which case the applicable Master Servicer or
Special Servicer, as the case may be, that maintains such policy shall, if there
shall not have been maintained on any Mortgaged Property or REO Property
thereunder a hazard insurance policy complying with the requirements of Section
3.08(a), and there shall have been one or more losses that would have been
covered by such an individual policy, promptly deposit into the applicable
Collection Account (or, in the case of a Serviced Whole Loan, in the related
Serviced Whole Loan Collection Account), from its own funds, the amount not
otherwise payable under the blanket or master force-placed policy in connection
with such loss or losses because of such deductible clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan or the related Serviced Whole Loan, as applicable (or, in
the absence of any such deductible limitation, the deductible limitation for an
individual policy which is consistent with the Servicing Standard). Each Master
Servicer and Special Servicer shall prepare and present, on behalf of itself,
the Trustee, Certificateholders and, if applicable the Serviced Companion Loan
Noteholders, claims under any such blanket or master force-placed policy
maintained by it in a timely fashion in accordance with the terms of such
policy. If the applicable Master Servicer or Special Servicer, as applicable,
causes any Mortgaged Property or REO Property to be covered by such
"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 as a Property
Advance.
(c) With respect to each Mortgage Loan or Serviced Whole Loan, as
applicable, that is subject to an Environmental Insurance Policy, if the
applicable Master Servicer has actual knowledge of any event giving rise to a
claim under an Environmental Insurance Policy, such Master Servicer shall notify
the Special Servicer to such effect and such Master Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. With respect to each Specially Serviced Loan and REO Property that
is subject to an Environmental Insurance Policy, if the Special Servicer has
actual knowledge of any event giving rise to a claim under an Environmental
Insurance Policy, such Special Servicer shall take reasonable actions as are in
accordance with the Servicing Standard and the terms and conditions of such
Environmental Insurance Policy to make a claim thereunder and achieve the
payment of all amounts to which the Trust, on behalf of the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders (giving due regard
to the junior nature of the related B Loan, if any), is entitled thereunder. Any
legal fees or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with any claim under an Environmental Insurance
Policy described above (whether by the applicable Master Servicer or Special
Servicer) shall be paid by, and reimbursable to, the applicable Master Servicer
as a Property Advance.
(d) Each Master Servicer and Special Servicer shall at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Loans and/or REO Properties as to which it is the Special Servicer exist as part
of the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in
such form and amount as are consistent with the Servicing Standard. The
applicable Master Servicer or Special Servicer shall be deemed to have complied
with the foregoing provision if an Affiliate thereof has such fidelity bond
coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the applicable Master Servicer or Special Servicer, as the
case may be. Such fidelity bond shall provide that it may not be canceled
without ten days' prior written notice to the Trustee. So long as the long-term
unsecured debt obligations of the applicable Master Servicer (or its corporate
parent if such insurance is guaranteed by its parent) or the Special Servicer,
as applicable, are rated not lower than "A2" by Moody's and "A" by S&P, the
applicable Master Servicer or the Special Servicer, as applicable, may
self-insure with respect to the fidelity bond coverage required as described
above, in which case it shall not be required to maintain an insurance policy
with respect to such coverage.
Each Master Servicer and Special Servicer shall at all times during
the term of this Agreement (or, in the case of the Special Servicer, at all
times during the term of this Agreement during which Specially Serviced Loans
and/or REO Properties exist as part of the Trust Fund) also keep in force with a
Qualified Insurer a policy or policies of insurance covering loss occasioned by
the errors and omissions of its officers and employees in connection with their
servicing obligations hereunder, which policy or policies shall be in such form
and amount as are consistent with the Servicing Standard. A Master Servicer or
Special Servicer shall be deemed to have complied with the foregoing provisions
if an Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the applicable Master
Servicer or Special Servicer, as the case may be. Any such errors and omissions
policy shall provide that it may not be canceled without ten days' prior written
notice to the Trustee. So long as the long-term unsecured debt obligations of
the applicable Master Servicer (or its corporate parent if such insurance is
guaranteed by its parent) or the Special Servicer, as applicable, are rated not
lower than "A" by S&P and "A2" by Moody's, the applicable Master Servicer or the
Special Servicer, as applicable, may self-insure with respect to the errors and
omissions coverage required as described above, in which case it shall not be
required to maintain an insurance policy with respect to such coverage.
Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions. (a) If any Mortgage Loan or Serviced Whole
Loan contains a provision in the nature of a "due-on-sale" clause (including,
without limitation, sales or transfers of Mortgaged Properties (in full or part)
or the sale, transfer, pledge or hypothecation of direct or indirect interests
in the Borrower or its owners), which by its terms:
(i) provides that such Mortgage Loan or Serviced Whole Loan will (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
(including, without limitation, the sale, transfer, pledge or
hypothecation of direct or indirect interests in the Borrower or its
owners),
(ii) provides that such Mortgage Loan or Serviced Whole Loan may not
be assumed without the consent of the related mortgagee in connection with
any such sale or other transfer, or
(iii) provides that such Mortgage Loan or Serviced Whole Loan may be
assumed or transferred without the consent of the mortgagee, provided
certain conditions set forth in the Loan Documents are satisfied,
then, for so long as such Mortgage Loan is included in the Trust Fund, subject
to the rights of the Directing Certificateholder, the Midland Master Servicer
(with respect to each PNC Mortgage Loan that is a Performing Loan and any
related Companion Loan) or the Special Servicer (with respect to any Specially
Serviced Loan and each Performing Loan (other than the PNC Mortgage Loans) and
any related Companion Loan), as applicable, on behalf of the Trust Fund shall
not be required to enforce any such due-on-sale clauses and in connection
therewith shall not be required to (x) accelerate payments thereon or (y)
withhold its consent to such an assumption if (1) such provision is not
exercisable under applicable law or the enforcement of such provision is
reasonably likely to result in meritorious legal action by the Borrower or (2)
the Midland Master Servicer or the Special Servicer, as applicable, determines,
in accordance with the Servicing Standard, that granting such consent would be
likely to result in a greater recovery, on a present value basis (discounting at
the related Mortgage Rate), than would enforcement of such clause. If the
Midland Master Servicer or the Special Servicer, as applicable, determines that
(A) granting such consent would be likely to result in a greater recovery, (B)
such provision is not legally enforceable, or (C) that the conditions described
in clause (iii) above relating to the assumption or transfer of Mortgage Loan or
Serviced Whole Loan have been satisfied, the Midland Master Servicer or the
Special Servicer, as applicable, is authorized to take or enter into an
assumption agreement from or with the Person to whom the related Mortgaged
Property has been or is about to be conveyed, and to release the original
Borrower from liability upon the Mortgage Loan and substitute the new Borrower
as obligor thereon, provided, that (a) the credit status of the prospective new
Borrower is in compliance with the Midland Master Servicer's or Special
Servicer's, as applicable, regular commercial mortgage origination or Servicing
Standard and criteria and the terms of the related Mortgage and (b) the Midland
Master Servicer or the Special Servicer, as applicable, has received written
confirmation that such assumption or substitution would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates from (i) S&P with respect to any Mortgage Loan
(together with any Mortgage Loans cross-collateralized with such Mortgage Loan)
that (A) represents more than 5% of the then-current aggregate Stated Principal
Balance of the Mortgage Loans (taking into account for the purposes of this
calculation, in the case of any such Mortgage Loan with respect to which the
related Borrower or its Affiliate is a Borrower with respect to one or more
other Mortgage Loans, such other Mortgage Loans), (B) has a Stated Principal
Balance that is more than $35,000,000 or (C) is among the ten largest Mortgage
Loans in the Trust Fund (based on Stated Principal Balance), or (ii) Moody's
with respect to any Mortgage Loan (together with any Mortgage Loans
cross-collateralized with such Mortgage Loan) that represents one of the ten
largest Mortgage Loans in the Trust Fund (based on Stated Principal Balance). In
connection with each such assumption or substitution entered into by the Special
Servicer, the Special Servicer shall give prior notice thereof to the Midland
Master Servicer. The Midland Master Servicer or the Special Servicer, as
applicable, shall notify the Trustee and the Directing Certificateholder that
any such assumption or substitution agreement has been completed by forwarding
to the Custodian (with a copy to the Midland Master Servicer, if applicable, and
the Directing Certificateholder) the original copy of such agreement, which
copies shall be added to the related Mortgage File and shall, for all purposes,
be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. To the extent not
precluded by the Mortgage Loan documents, the Midland Master Servicer or the
Special Servicer shall not approve an assumption or substitution without
requiring the related Borrower to pay any fees owed to the Rating Agencies
associated with the approval of such assumption or substitution. However, in the
event that the related Borrower is required but fails to pay such fees, such
fees shall be an expense of the Trust Fund and, in the case of any Serviced
Whole Loan, such expense shall be allocated in accordance with the related
Co-Lender Agreement or, in absence of such allocation, (i) first to the related
Serviced B Loan (up to the full Stated Principal Balance thereof), if any, and,
then, (ii) to the holders of the related Mortgage Loan.
Notwithstanding anything in the foregoing paragraph to the contrary,
(i) each Master Servicer shall promptly forward any request for an assumption of
any Mortgage Loan or Serviced Whole Loan (other than a performing PNC Loan) to
the Special Servicer and such request will be processed by the Special Servicer
in the manner described in the preceding paragraph and (ii) the Special Servicer
shall have the right to review any materials prepared by the Midland Master
Servicer in connection with a any assumption of a performing PNC Loan and to
give final approval to (x) any determination by the Midland Master Servicer to
waive or enforce a due-on-sale clause with respect to any PNC Mortgage Loan that
is not a Specially Serviced Loan and (y) any determination by the Midland Master
Servicer that the conditions to transfer or assumption of such PNC Mortgage Loan
have been satisfied as set forth in clause (a)(iii) above; provided, for the
avoidance of doubt, that the Special Servicer may approve any assumption of a
performing PNC Loan regardless of the initial determination made by the Midland
Master Servicer; provided, further, that the Special Servicer shall obtain the
consent of the Directing Certificateholder to any such assumption or
substitution of any Mortgage Loan, Serviced Whole Loan or Specially Serviced
Loan, to the extent described in Sections 3.30, 3.31, 3.32 or 3.34 hereof, as
applicable.
Notwithstanding anything in this Section 3.09(a) to the contrary,
the Wachovia Master Servicer shall approve and close all transfers of
tenant-in-common ownership interests contemplated by and in accordance with the
related Loan Documents occurring prior to April 30, 2006 with respect to
Mortgage Loan No. 34 on the Mortgage Loan Schedule, known as the Wilkinson
Willowbrook Loan, without the consent of the Special Servicer or the Controlling
Class Representative.
(b) If any Mortgage Loan or Serviced Whole Loan contains a provision
in the nature of a "due-on-encumbrance" clause (including, without limitation,
any mezzanine financing of the Borrower or the Mortgaged Property or any sale or
transfer of preferred equity in the Borrower or its owners), which by its terms:
(i) provides that such Mortgage Loan or Serviced Whole Loan shall
(or may at the mortgagee's option) become due and payable upon the
creation of any lien or other encumbrance on the related Mortgaged
Property (including, without limitation, any mezzanine financing of the
Borrower or the Mortgaged Property or any sale or transfer of preferred
equity in the Borrower or its owners),
(ii) requires the consent of the related mortgagee to the creation
of any such lien or other encumbrance on the related Mortgaged Property
(including, without limitation, any mezzanine financing of the Borrower or
the Mortgaged Property or any sale or transfer of preferred equity in the
Borrower or its owners), or
(iii) provides that such Mortgaged Property may be further
encumbered without the consent of the mortgagee (including, without
limitation, any mezzanine financing of the Borrower or the Mortgaged
Property or any sale or transfer of preferred equity in the Borrower or
its owners), provided certain conditions set forth in the Loan Documents
are satisfied,
then the Midland Master Servicer (with respect to each PNC Mortgage Loan that is
a Performing Loan and any related Companion Loan) or Special Servicer (with
respect to any Specially Serviced Loans and each Performing Loan (other than the
PNC Mortgage Loans) and any related Companion Loan), as applicable, on behalf of
the Trust Fund shall not be required to enforce such due-on-encumbrance clauses
and in connection therewith, will not be required to (i) accelerate the payments
on the related Mortgage Loan or Serviced Whole Loan or (ii) withhold its consent
to such lien or encumbrance, if the Midland Master Servicer or the Special
Servicer, as applicable, (x) determines, in accordance with the Servicing
Standard that such enforcement would not be in the best interests of the Trust
Fund or the holder of the related Serviced Companion Loan, if applicable (giving
due regard to the junior nature of the related B Loan, if any), or that in the
case of a Mortgage Loan or Serviced Whole Loan described in clause (b)(iii)
above that the conditions to further encumbrance have been satisfied and (y) as
to any Mortgage Loan or Serviced Whole Loan, receives prior written confirmation
from S&P and Moody's that granting such consent would not, in and of itself,
cause a downgrade, qualification or withdrawal of any of the then-current
ratings assigned to the Certificates, if applicable; provided, that in the case
of S&P, such confirmation shall only be required with respect to any Mortgage
Loan (together with any Mortgage Loans cross-collateralized with such Mortgage
Loan) that (1) represents 2% or more of the Stated Principal Balance of all of
the Mortgage Loans held by the Trust Fund (or 5% if the aggregate Stated
Principal Balance of all of the Mortgage Loans held by the Trust Fund is less
than $100 million), (2) has a Stated Principal Balance greater than $20 million,
(3) is one of the ten largest Mortgage Loans based on Stated Principal Balance,
(4) has a loan-to-value ratio (which includes additional debt of the related
Borrower and any related mezzanine debt, if any) that is greater than or equal
to 85% or (5) has a Debt Service Coverage Ratio (which includes additional debt
of the related Borrower and any related mezzanine debt, if any) that is less
than 1.20x or, in the case of Moody's, such confirmation shall only be required
with respect to any Mortgage Loan which (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) represents one of the ten largest
Mortgage Loans in the Trust Fund (based on Stated Principal Balance). To the
extent not precluded by the Mortgage Loan documents, the Midland Master Servicer
or the Special Servicer, as applicable, shall not approve an assumption or
substitution without requiring the related Borrower to pay any fees owed to the
Rating Agencies associated with the approval of such lien or encumbrance.
However, in the event that the related Borrower is required but fails to pay
such fees, such fees shall be an expense of the Trust Fund and, in the case of
any Serviced Whole Loan, such expense shall be allocated (i) first to the
related Serviced B Loan (up to the full Stated Principal Balance thereof), if
any, and, then, (ii) to the holders of the related Mortgage Loan.
Notwithstanding anything in the foregoing paragraph to the contrary,
(i) each Master Servicer shall promptly forward any request for the further
encumbrance of any Mortgage Loan or Serviced Whole Loan (other than a performing
PNC Loan) to the Special Servicer and such request will be processed by the
Special Servicer in the manner described in the preceding paragraph and (ii) the
Special Servicer shall have the right to review any materials prepared by the
Midland Master Servicer in connection with a any further encumbrance of a
performing PNC Loan and to give final approval to (x) any determination by the
Midland Master Servicer to waive or enforce a due-on-encumbrance clause with
respect to any PNC Mortgage Loan that is not a Specially Serviced Loan and (y)
any determination by the Midland Master Servicer that the conditions to further
encumbrance of such PNC Mortgage Loan described in clause (b)(iii) above have
been satisfied; provided, for the avoidance of doubt, that the Special Servicer
may approve any further encumbrance of a performing PNC Loan regardless of the
initial determination made by the Midland Master Servicer; provided, further,
that the Special Servicer shall obtain the consent of the Directing
Certificateholder to any such waiver of a due-on-encumbrance clause, to the
extent described in Sections 3.30, 3.31, 3.32 or 3.34 hereof, as applicable.
(c) If the Directing Certificateholder objects in writing to the
Midland Master Servicer's or Special Servicer's, as applicable, determination
that such conditions have been satisfied, then the Midland Master Servicer or
Special Servicer, as applicable, shall not permit transfer, assumption or
further encumbrance of such Mortgage Loan or Serviced Whole Loan.
(d) Nothing in this Section 3.09 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 lien or other encumbrance with respect to such Mortgaged
Property.
(e) In connection with the taking of, or the failure to take, any
action pursuant to this Section 3.09, neither the Midland Master Servicer nor
the Special Servicer shall agree to modify, waive or amend, and no assumption or
substitution agreement entered into pursuant to Section 3.09(a) shall contain
any terms that are different from, any term of any Mortgage Loan or Serviced
Whole Loan or the related Note, other than pursuant to Section 3.30, 3.31, 3.32
or 3.34 hereof, as applicable.
(f) With respect to any Mortgage Loan or Serviced Whole Loan which
permits release of Mortgaged Properties through defeasance and subject to
Section 3.30(m):
(i) If such Mortgage Loan or Serviced Whole Loan requires that the
applicable Master Servicer (on behalf of the Trustee) purchase the
required government securities, then such Master Servicer shall purchase
such obligations, at the related Borrower's expense, in accordance with
the terms of such Mortgage Loan; provided, that such Master Servicer shall
not accept the amounts paid by the related Borrower to effect defeasance
until acceptable government securities have been identified.
(ii) To the extent not inconsistent with such Mortgage Loan or
Serviced Whole Loan, the applicable Master Servicer shall require the
related Borrower to provide an Opinion of Counsel (which shall be an
expense of the related Borrower) to the effect that the Trustee has a
first priority perfected security interest in the defeasance collateral
(including the government securities) and the assignment of the defeasance
collateral is valid and enforceable; such opinion, together with any other
certificates or documents to be required in connection with such
defeasance shall be in form and substance acceptable to each Rating
Agency.
(iii) To the extent not inconsistent with such Mortgage Loan or
Serviced Whole Loan, the applicable Master Servicer shall require a
certificate at the related Borrower's expense from an Independent
certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of
interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the
terms of the related Loan Documents.
(iv) Prior to permitting the release of any Mortgaged Properties
and, if applicable, assumption of the Mortgage Loan or Serviced Whole Loan
by a successor borrower, to the extent not inconsistent with the related
Mortgage Loan or Serviced Whole Loan, the applicable Master Servicer shall
obtain, at the related Borrower's expense, written confirmation from each
Rating Agency that such release and assumption, if applicable, would not,
in and of itself, result in a downgrade, qualification or withdrawal of
the then-current ratings assigned to the Certificates; provided, however,
that (A) such Master Servicer shall not be required to obtain such written
confirmation from Moody's unless such Mortgage Loan (together with any
Mortgage Loans cross-collateralized with such Mortgage Loan) at the time
of such defeasance is (x) one of the ten largest Mortgage Loans by Stated
Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance
greater than $20,000,000 or (z) a Mortgage Loan that represents 5% or more
of the Stated Principal Balance of all Mortgage Loans (not including the
Villas Parkmerced Non-Pooled Trust Component) and (B) such Master Servicer
shall not be required to obtain such written confirmation from S&P with
respect to any Mortgage Loan that has a Stated Principal Balance that is
equal to or less than $20,000,000 or 5% of the aggregate Stated Principal
Balance of all of the Mortgage Loans (not including the Villas Parkmerced
Non-Pooled Trust Component) (whichever is less), so long as such Mortgage
Loan is not one of the ten largest Mortgage Loans by Stated Principal
Balance, if the applicable Master Servicer delivers to the Trustee and S&P
a letter or a certificate in the form of Exhibit T attached hereto.
(v) Prior to permitting release of any Mortgaged Property, if the
related Mortgage Loan so requires or permits, and provides for the related
Borrower to pay the cost thereof, the applicable Master Servicer shall
require an Opinion of Counsel of the related Borrower to the effect that
such release will not cause any Trust REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding, cause a tax to be
imposed on the Trust Fund under the REMIC Provisions 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.
(vi) No defeasance shall occur prior to the second anniversary of
the Startup Day of the Trust REMICs.
(vii) The Trustee shall at the expense of the related Borrower (to
the extent permitted by the related Loan Documents) hold the U.S.
government obligations as pledgee for the benefit of the
Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders, and apply payments of principal and interest received on the
government obligations to the applicable Collection Account in respect of
the defeased Mortgage Loan according to the payment schedule existing
immediately prior to the defeasance.
(viii) The applicable Master Servicer shall, in accordance with the
Servicing Standard, enforce provisions in the Mortgage Loans that it is
servicing requiring Borrowers to pay all reasonable expenses associated
with a defeasance.
(ix) To the extent not inconsistent with such Mortgage Loan, or to
the extent the related Loan Documents provide the lender with discretion,
the applicable Master Servicer shall require the Borrower to establish a
single purpose entity to act as a successor borrower.
Section 3.10 Appraisals; Realization Upon Defaulted Mortgage Loans.
(a) Contemporaneously with the earliest of (i) the effective date of any (A)
modification of the Maturity Date, a Mortgage Rate, principal balance or
amortization terms of any Mortgage Loan or Serviced Whole Loan or any other term
of a Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date of
a Mortgage Loan or Serviced Whole Loan as described below in Section 3.30, 3.31,
3.32 or 3.34, as applicable, or (C) consent to the release of any Mortgaged
Property from the lien of the related Mortgage other than pursuant to the terms
of the related Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an
Appraisal Reduction Event, (iii) a default in the payment of a Balloon Payment
for which an extension is not granted pursuant to Section 3.26(g), or (iv) the
date on which the Special Servicer, consistent with the Servicing Standard,
requests an Updated Valuation, the Special Servicer shall obtain an Updated
Valuation or Small Loan Appraisal Estimate (or a letter update for an existing
appraisal which is less than two years old), the cost of which shall constitute
a Property Advance; provided, however, that the Special Servicer shall not be
required to obtain an Updated Valuation pursuant to clauses (i) through (iv)
above with respect to any Mortgaged Property for which there exists an Appraisal
or Small Loan Appraisal Estimate which is less than twelve months old unless the
Special Servicer has actual knowledge of a material adverse change in
circumstances that, consistent with the Servicing Standard, would call into
question the validity of such Appraisal or Small Loan Appraisal Estimate. For so
long as such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan,
the Special Servicer shall obtain letter updates to each Updated Valuation
annually and prior to the Special Servicer granting extensions beyond one year
or any subsequent extension after granting a one year extension with respect to
the same Mortgage Loan or Serviced Whole Loan. The Special Servicer will be
required to update, on an annual basis, each Small Loan Appraisal Estimate or
Updated Appraisal for so long as the related Mortgage Loan or Serviced Whole
Loan remains a Specially Serviced Loan. The Special Servicer shall send all such
letter updates and Updated Valuations to the applicable Master Servicer, the
Rating Agencies, the Controlling Class Representative and the Directing
Certificateholder.
The Special Servicer shall monitor each Specially Serviced Loan,
evaluate whether the causes of the default can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the Borrower if, in the
Special Servicer's judgment, cure is likely, and take such other actions
(including without limitation, negotiating and accepting a discounted payoff of
a Mortgage Loan or Serviced Whole Loan) as are consistent with the Servicing
Standard. If, in the Special Servicer's judgment, such corrective action has
been unsuccessful, no satisfactory arrangement can be made for collection of
delinquent payments, and the Specially Serviced Loan has not been released from
the Trust Fund pursuant to any provision hereof, and except as otherwise
specifically provided in Sections 3.09(a) and 3.09(b), the Special Servicer may,
to the extent consistent with the Asset Status Report (and with the consent of
the Directing Certificateholder) and with the Servicing Standard, accelerate
such Specially Serviced Loan and commence a foreclosure or other acquisition
with respect to the related Mortgaged Property or Properties, provided, that the
Special Servicer determines that such acceleration and foreclosure are more
likely to produce a greater recovery to Certificateholders and, if applicable,
Serviced Companion Loan Noteholders (as a collective whole) on a present value
basis (discounting at the related Mortgage Rate) than would a waiver of such
default or an extension or modification in accordance with the provisions of
Section 3.30, 3.31, 3.32 or 3.34 hereof, as applicable. The applicable Master
Servicer shall or, on an emergency basis, in accordance with Section 3.24(b),
the Special Servicer may, pay the costs and expenses in any such proceedings as
a Property Advance unless such Master Servicer or Special Servicer, as
applicable, determines, in its good faith judgment, that such Property Advance
would constitute a Nonrecoverable Advance; provided, however, if the Special
Servicer determines that such payment would be in best interests of the
Certificateholders (and, in the case of Serviced Whole Loans, Companion Loan
Noteholders (as a collective whole)), the Special Servicer shall direct such
Master Servicer to make such payment from its Collection Account (or, if
applicable, the applicable Serviced Whole Loan Collection Account). The Trustee
shall be entitled to conclusively rely upon any determination of the applicable
Master Servicer that a Property Advance, if made, would constitute a
Nonrecoverable Advance. If the applicable Master Servicer does not make such
Property Advance in violation of the second preceding sentence, the Trustee
shall make such Property Advance, unless the Trustee determines that such
Property Advance would be a Nonrecoverable Advance. The applicable Master
Servicer and the Trustee, as applicable, shall be entitled to reimbursement of
Property Advances (with interest at the Advance Rate) made pursuant to this
paragraph to the extent permitted by Section 3.06.
(b) If the Special Servicer elects to proceed with a non-judicial
foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a
deficiency judgment against the related Borrower or any other liable party if
the laws of the state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Special Servicer determines, in its best
judgment, that the likely recovery if a deficiency judgment is obtained will not
be sufficient to warrant the cost, time, expense and/or exposure of pursuing the
deficiency judgment and such determination is evidenced by an Officer's
Certificate delivered to the Trustee.
(c) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee (which shall not include the
Special Servicer) or a separate Trustee or co-Trustee on behalf of the Trustee
as Holder of the Villas Parkmerced Loan REMIC Regular Interests and the
Lower-Tier Regular Interests and the Certificateholders and, if applicable, the
Serviced Companion Loan Noteholders. Notwithstanding any such acquisition of
title and cancellation of the related Mortgage Loan or Serviced Whole Loan, as
applicable, such Mortgage Loan or Serviced Whole Loan, as applicable, shall
(except for purposes of Section 9.01) be considered to be an REO Loan until such
time as the related REO Property shall be sold by the Trust Fund and shall be
reduced only by collections net of expenses. Consistent with the foregoing, for
purposes of all calculations hereunder, so long as such Mortgage Loan or
Serviced Companion Loan, as applicable, shall be considered to be an outstanding
Mortgage Loan or Serviced Companion Loan, as applicable:
(i) it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Note shall have been discharged, such Note and,
for purposes of determining the Stated Principal Balance thereof, the
related amortization schedule in effect at the time of any such
acquisition of title shall remain in effect; and
(ii) subject to Section 1.02(g), Net REO Proceeds received in any
month shall be applied to amounts that would have been payable under the
related Note(s) in accordance with the terms of such Note(s). In the
absence of such terms, Net REO Proceeds shall, subject to Section 1.02(g),
be deemed to have been received first, in payment of the accrued interest
that remained unpaid on the date that the related REO Property was
acquired by the Trust Fund; second, in respect of the delinquent principal
installments that remained unpaid on such date; and thereafter, Net REO
Proceeds received in any month shall be applied to the payment of
installments of principal and accrued interest on such Mortgage Loan or
Serviced Companion Loan, as applicable, deemed to be due and payable in
accordance with the terms of such Note(s) and such amortization schedule
until such principal has been paid in full and then to other amounts due
under such Mortgage Loan or Serviced Companion Loan, as applicable. If
such Net REO Proceeds exceed the Monthly Payment then payable, the excess
shall be treated as a Principal Prepayment received in respect of such
Mortgage Loan or Serviced Companion Loan, as applicable.
(d) Notwithstanding any provision herein to the contrary, the
Special Servicer shall not acquire for the benefit of the Trust Fund any
personal property pursuant to this Section 3.10 unless either:
(i) such personal property is incident to real property (within the
meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or
(ii) the Special Servicer shall have requested and received an
Opinion of Counsel (which opinion shall be an expense of the Villas
Parkmerced Loan REMIC or Lower-Tier REMIC, as applicable) to the effect
that the holding of such personal property by the Villas Parkmerced Loan
REMIC or Lower-Tier REMIC, as applicable, will not cause the imposition of
a tax on any Trust REMIC under the REMIC Provisions or cause any Trust
REMIC to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(e) Notwithstanding any provision to the contrary in this Agreement,
the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged pursuant to any pledge agreement unless the Special Servicer shall have
requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund; provided that with respect to the Serviced Whole Loan, such
expenses shall be allocated first to the related Serviced B Loan and second, to
the extent such expense remains unpaid, to the related Mortgage Loan) to the
effect that the holding of such partnership interest or other equity interest by
the Trust Fund will not cause the imposition of a tax on any Trust REMIC under
the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(f) Notwithstanding any provision to the contrary contained in this
Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain
title to a Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, obtain title to any direct or indirect partnership interest in any
Borrower pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, have a receiver of rents appointed with respect
to, and shall not otherwise acquire possession of, or take any other action with
respect to, any Mortgaged Property if, as a result of any such action, the
Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan
Noteholders, if applicable, 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 the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Special Servicer has previously determined in
accordance with the Servicing Standard, based on an updated environmental
assessment report prepared by an Independent Person who regularly conducts
environmental audits, that:
(i) such Mortgaged Property is in compliance with applicable
environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust
Fund (and with respect to the Serviced Whole Loans, the Serviced Companion
Loan Noteholders), as a collective whole, to take such actions as are
necessary to bring such Mortgaged Property in compliance therewith, and
(ii) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any Hazardous Materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any currently effective federal, state
or local law or regulation, or that, if any such Hazardous Materials are
present for which such action could be required, after consultation with
an environmental consultant, it would be in the best economic interest of
the Trust Fund to take such actions with respect to the affected Mortgaged
Property.
In the event that the environmental assessment first obtained by the
Special Servicer with respect to a Mortgaged Property indicates that such
Mortgaged Property may not be in compliance with applicable environmental laws
or that Hazardous Materials may be present but does not definitively establish
such fact, the Special Servicer shall cause such further environmental tests to
be conducted by an Independent Person who regularly conducts such tests as the
Special Servicer shall deem prudent to protect the interests of
Certificateholders and, if applicable, the Serviced Companion Loan Noteholders.
Any such tests shall be deemed part of the environmental assessment obtained by
the Special Servicer for purposes of this Section 3.10.
(g) The environmental assessment contemplated by Section 3.10(g)
shall be prepared within three months (or as soon thereafter as practicable) of
the determination that such assessment is required by any Independent Person who
regularly conducts environmental audits for purchasers of commercial property
where the Mortgaged Property is located, as determined by the Special Servicer
in a manner consistent with the Servicing Standard. Upon the written direction
of the Special Servicer and delivery by the Special Servicer to the applicable
Master Servicer of pertinent back-up information such Master Servicer shall
advance the cost of preparation of such environmental assessments as a Property
Advance unless such Master Servicer determines, in its good faith judgment, that
such Property Advance would be a Nonrecoverable Advance. The applicable Master
Servicer shall be entitled to reimbursement of Property Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence to the extent
permitted by Section 3.06.
(h) If the Special Servicer determines pursuant to Section
3.10(f)(i) that a Mortgaged Property is not in compliance with applicable
environmental laws but that it is in the best economic interest of the Trust
Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan
Noteholders), as a collective whole, to take such actions as are necessary to
bring such Mortgaged Property in compliance therewith, or if the Special
Servicer determines pursuant to Section 3.10(f)(ii) that the circumstances
referred to therein relating to Hazardous Materials are present but that it is
in the best economic interest of the Trust Fund (and with respect to any
Serviced Whole Loan, the related Serviced Companion Loan Noteholders), as a
collective whole, to take such action with respect to the containment, clean-up
or remediation of Hazardous Materials affecting such Mortgaged Property as is
required by law or regulation, the Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (and with respect to
any Serviced Whole Loan, the related Serviced Companion Loan Noteholders), but
only if the Trustee has mailed notice to the Holders of the Regular Certificates
and the related Serviced Companion Loan Noteholders of such proposed action,
which notice shall be prepared by the Special Servicer, and only if the Trustee
does not receive, within 30 days of such notification, instructions from the
Holders of Regular Certificates entitled to a majority of the Voting Rights and,
with respect to Serviced Whole Loans, the applicable Serviced Companion Loan
Noteholders directing the Special Servicer not to take such action.
Notwithstanding the foregoing, if the Special Servicer reasonably determines
that it is likely that within such 30-day period irreparable environmental harm
to such Mortgaged Property would result from the presence of such Hazardous
Materials and provides a prior written statement to the Trustee setting forth
the basis for such determination, then the Special Servicer may take such action
to remedy such condition as may be consistent with the Servicing Standard. None
of the Trustee, the applicable Master Servicer or the Special Servicer shall be
obligated to take any action or not take any action pursuant to this Section
3.10(i) at the direction of the Certificateholders or with respect to any
Serviced Whole Loan, at the direction of the Certificateholders and the related
Serviced Companion Loan Noteholders unless the Certificateholders and, with
respect to any Serviced Companion Loan, the Serviced Companion Loan Noteholders
agree to indemnify the Trustee, the applicable Master Servicer and the Special
Servicer with respect to such action or inaction. The applicable Master Servicer
shall, or, on an emergency basis, in accordance with Section 3.24(b), the
Special Servicer may, advance the cost of any such compliance, containment,
clean-up or remediation as a Property Advance unless such Master Servicer or the
Special Servicer, as applicable, determines, in its good faith judgment, that
such Advance would constitute a Nonrecoverable Advance.
(i) The Special Servicer shall notify the applicable Master Servicer
of any Mortgaged Property which is abandoned or foreclosed that requires
reporting to the IRS and shall provide such Master Servicer with all information
regarding forgiveness of indebtedness and required to be reported with respect
to any Mortgage Loan or Serviced Whole Loan which is abandoned or foreclosed and
such Master Servicer shall report to the IRS and the related Borrower, in the
manner required by applicable law, such information and such Master Servicer
shall report, via Form 1099C, all forgiveness of indebtedness to the extent such
information has been provided to such Master Servicer by the Special Servicer.
The applicable Master Servicer shall deliver a copy of any such report to the
Trustee.
(j) The costs of any Updated Valuation obtained pursuant to this
Section 3.10 shall be paid by the applicable Master Servicer or, on an emergency
basis, in accordance with Section 3.24(b), may be paid by the Special Servicer,
as applicable, as a Property Advance and shall be reimbursable from the
Collection Accounts or, with respect to the Serviced Whole Loans, first, from
the applicable Serviced Whole Loan Collection Account and second, to the extent
amounts in the Serviced Whole Loan Collection Account are insufficient
therefore, from the Collection Accounts in accordance with Section 3.06(b).
Section 3.11 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or Serviced Whole Loan, or the receipt
by the applicable Master Servicer of a notification that payment in full has
been escrowed in a manner customary for such purposes, the applicable Master
Servicer shall immediately notify the Trustee or the Custodian by a
certification (which certification 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 applicable Collection Account or the applicable
Serviced Whole Loan Collection Account, as applicable, pursuant to Section 3.05
have been or will be so deposited) of a Servicing Officer and shall request
delivery to it of the related Mortgage File. Any expense incurred in connection
with any instrument of satisfaction or deed of reconveyance that is not paid by
the related Borrower shall be chargeable to the Trust Fund. Each Master Servicer
agrees to use reasonable efforts in accordance with the Servicing Standard to
enforce any provision in the relevant Loan Documents that require the Borrower
to pay such amounts.
From time to time upon request of the applicable Master Servicer or
Special Servicer and delivery to the Trustee and the Custodian of a Request for
Release, the Custodian shall promptly release the Mortgage File (or any portion
thereof) designated in such Request for Release to the applicable Master
Servicer or Special Servicer, as applicable. Upon return of the foregoing to the
Custodian, or in the event of a liquidation or conversion of the Mortgage Loan
or the Serviced Whole Loan into an REO Property, or in the event of a
substitution of a Mortgage Loan pursuant to Section 2.03, or receipt by the
Trustee and the Custodian of a certificate of a Servicing Officer stating that
such Mortgaged Property was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited
into the applicable Collection Account or the applicable Serviced Whole Loan
Collection Account, as applicable, have been so deposited, or that such Mortgage
Loan or Serviced Whole Loan has become an REO Property, or that the applicable
Master Servicer has received a Qualifying Substitute Mortgage Loan and the
applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of
the Request for Release to the applicable Master Servicer or Special Servicer,
as applicable.
Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Special Servicer any court pleadings, requests for
Trustee's sale or other documents prepared by the Special Servicer, its agents
or attorneys, 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
Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request that such pleadings or documents be executed by the Trustee and a
statement 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.
Section 3.12 Servicing Fees, Trustee Fees and Special Servicing
Compensation. (a) As compensation for its activities hereunder, each Master
Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
Loan that it is servicing. Each Master Servicer's rights to the Servicing Fee
may not be transferred in whole or in part except in connection with the
transfer of all of such Master Servicer's responsibilities and obligations under
this Agreement. In addition, each Master Servicer shall be entitled to receive,
as additional Servicing Compensation, to the extent permitted by applicable law
and the related Mortgage Loans and Serviced Companion Loans that it is servicing
and the related Co-Lender Agreement, (i) all investment income earned on amounts
on deposit in its Collection Account (and with respect to each Serviced Whole
Loan, the related Serviced Whole Loan Collection Account) and certain Reserve
Accounts (to the extent consistent with the related Loan Documents), (ii) any
late payment charges and any Net Default Interest collected by the applicable
Master Servicer or the Special Servicer during a Collection Period accrued on
any Performing Loan, in each case, remaining after application thereof during
such Collection Period to pay the Advance Interest Amount relating to such
Performing Loan and any unreimbursed Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such
Performing Loan incurred during or prior to such Collection Period and, in the
case of the Serviced Whole Loans, to the extent allocated to the related
Mortgage Loan in the related Co-Lender Agreement, and as further described in
Section 3.12(d), (iii) any amounts collected for checks returned for
insufficient funds (with respect to any Performing Loan or Specially Serviced
Loan), loan service transaction fees, demand fees, beneficiary statement charges
or similar items (but not including Prepayment or Yield Maintenance Charges) and
(iv) to the extent permitted by applicable law and the related Loan Documents
50% of any Assumption Fees, due-on-sale fees, due-on-encumbrance fees, loan
modification fees, extension fees and any similar items relating to any
Performing Loan (including any related application fees) for as long as such
Mortgage Loan or Serviced Companion Loan is not a Specially Serviced Loan but
excluding any Prepayment Premiums or Yield Maintenance Charges, in each case to
the extent received and not required to be deposited or retained in its
Collection Account or Serviced Whole Loan Collection Account, in each case
pursuant to Section 3.05; provided, however, that (A) the applicable Master
Servicer shall not be entitled to apply or retain as additional compensation,
any late payment charges with respect to any Mortgage Loan or Serviced Companion
Loan with respect to which a monetary default or monetary event of default
thereunder has occurred and is continuing unless and until such monetary default
or monetary event of default has been cured and all delinquent amounts
(including any Default Interest not waived) due with respect to such Mortgage
Loan or Serviced Companion Loan have been paid and (B) with respect to (i) the
Villas Parkmerced Whole Loan, the related Net Default Interest and late payment
charges shall be allocated pro rata between the Villas Parkmerced Mortgage Loan
and the Villas Parkmerced B Loans in accordance with the terms of the related
Co-Lender Agreement and (ii) with respect to the Arrowhead Shopping Center Whole
Loans, assumption and similar fees will be allocated pro rata between the
Arrowhead Shopping Center Mortgage Loan and the Arrowhead Shopping Center B Loan
in accordance with the terms of the related Co-Lender Agreement and default
interest will be allocated first (after netting out Property Advances and other
Trust Expenses described herein) to the Arrowhead Shopping Center Mortgage Loan
and then to the Arrowhead Shopping Center B Loan in accordance with the terms of
this Agreement and the related Co-Lender Agreement; provided that such Penalty
Charges shall be applied to pay the Advance Interest Amount and Additional Trust
Fund Expenses to the extent required by Section 3.12(d). Each Master Servicer
shall also be entitled pursuant to, and to the extent provided in, Sections
3.06(b)(viii) or 3.07(b), as applicable, to withdraw from its Collection Account
and to receive from any Borrower Accounts (to the extent not payable to the
related Borrower under the Mortgage Loan or applicable law), Net Prepayment
Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing
and any interest or other income earned on deposits therein.
Notwithstanding anything herein to the contrary, the Midland Master
Servicer (and its successors and assigns) shall also be entitled to the Excess
Servicing Strip with respect to the Mortgage Loans that it is servicing and may
at its option assign or pledge to any third party or retain for itself the
Excess Servicing Strip; provided, however, that in the event of any resignation
or termination of the Midland Master Servicer, all or any portion of the Excess
Servicing Strip may be reduced by the Trustee to the extent reasonably necessary
(in the sole discretion of the Trustee) for the Trustee to obtain a qualified
successor Master Servicer (and primary servicer with respect to the Mortgage
Loans or Serviced Whole Loans being primarily serviced by the Midland Master
Servicer) (which successor may include the Trustee) that meets the requirements
of Section 6.4 and that requires market rate servicing compensation that accrues
at a per annum rate in excess of 0.005% (0.50 basis points). The Midland Master
Servicer (or its successor hereunder, if any) shall pay the Excess Servicing
Strip to the holder of the Excess Servicing Strip (i.e., Midland Loan Services,
Inc. or any such third party) at such time and to the extent the Midland Master
Servicer is entitled to receive payment of its Master Servicing Fees hereunder,
notwithstanding any resignation or termination of the Midland Master Servicer
hereunder (subject to reduction pursuant to the preceding sentence).
In the event that the Midland Master Servicer is terminated or
resigns as Master Servicer, it (and its successors and assigns) will be entitled
to retain the Excess Servicing Strip, except to the extent that any portion of
such Excess Servicing Strip is needed (as determined by the Trustee in its
discretion) to compensate any replacement Master Servicer for assuming the
duties of the Midland Master Servicer under this Agreement.
As compensation for its activities hereunder on each Distribution
Date, the Trustee shall be entitled with respect to each Mortgage Loan to the
Trustee Fee, which shall be payable from amounts on deposit in the Lower-Tier
Distribution Account. The Trustee shall pay the routine fees of the Certificate
Registrar, the Paying Agent and the Authenticating Agent. The Trustee's rights
to the Trustee Fee may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and obligations
under this Agreement.
Except as otherwise provided herein, each Master Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it. Except as
otherwise provided herein, the Trustee shall pay all expenses incurred by it in
connection with its activities hereunder.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Loan and REO
Loan to the Special Servicing Compensation, which shall be payable from amounts
on deposit in the applicable Collection Account as set forth in Section 3.06.
The Special Servicer's rights to 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. In
addition, the Special Servicer shall be entitled to receive, as Special
Servicing Compensation, to the extent permitted by applicable law and the
related Loan Documents, (i) any late payment charges and any Net Default
Interest collected by the applicable Master Servicer or the Special Servicer
during a Collection Period accrued on any Specially Serviced Loan remaining
after application thereof during such Collection Period (and in the case of the
Serviced Whole Loans, as set forth in the related Co-Lender Agreement and
Section 3.12(d) herein) to pay the Advance Interest Amount relating to such
Specially Serviced Loan and any unreimbursed Additional Trust Fund Expenses
incurred during or prior to such Collection Period (but not NSF check fees and
the like, which shall be paid to the applicable Master Servicer) as further
described below in this subsection (b), (ii) 50% of any Assumption Fees,
due-on-sale fees, due-on-encumbrance fees, loan modification fees, extension
fees, and other similar fees relating to any Performing Loan (including any
related application fees), excluding any Prepayment Premiums or Yield
Maintenance Charges, (iii) any interest or other income earned on deposits in
the REO Accounts, and (iv) 100% of any Assumption Fees, due-on-sale fees,
due-on-encumbrance fees, loan modification fees, extension fees, loan service
transaction fees, demand fees, beneficiary statement charges and other similar
fees (including any related application fees) relating to any Specially Serviced
Loan or REO Loan; provided, however, that the Special Servicer shall not be
entitled to apply or retain as additional compensation, any late payment charges
with respect to any Specially Serviced Loan with respect to which a monetary
default or monetary event of default thereunder has occurred and is continuing
unless and until such monetary default or monetary event of default has been
cured and all delinquent amounts (including any Default Interest not waived) due
with respect to such Mortgage Loan have been paid.
Except as otherwise provided herein, the Special Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it.
(c) In addition, a Workout Fee will be payable to the Special
Servicer with respect to each Mortgage Loan or Serviced Companion Loan (other
than with respect to the Arrowhead Shopping Center B Loan) that ceases to be a
Specially Serviced Loan pursuant to the definition thereof. As to each such
Mortgage Loan or Serviced Companion Loan (other than the Arrowhead Shopping
Center B Loan), the Workout Fee will be payable out of each collection of
interest and principal (including scheduled payments, prepayments, Balloon
Payments and payments at maturity) received on such Mortgage Loan or Serviced
Companion Loan (other than with respect to the Arrowhead Shopping Center B Loan)
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any such Mortgage Loan or Serviced Companion Loan will cease to be
payable if such loan again becomes a Specially Serviced Loan or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee will
become payable if and when such Mortgage Loan or Serviced Companion Loan (other
than the Arrowhead Shopping Center B Loan) again ceases to be a Specially
Serviced Loan. If the Special Servicer is terminated (other than for cause) or
resigns with respect to any or all of its servicing duties, it shall retain the
right to receive any and all Workout Fees payable with respect to the Mortgage
Loans or the Serviced Whole Loans that cease to be a Specially Serviced Loan
during the period that it had responsibility for servicing this Specially
Serviced Loan and that had ceased being Specially Serviced Loans (or for any
Specially Serviced Loan that had not yet become a Corrected Mortgage Loan
because as of the time that the Special Servicer is terminated the borrower has
not made three consecutive monthly debt service payments and subsequently the
Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of such
termination or resignation (and the successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence. Notwithstanding anything else in this Agreement to the contrary, the
Special Servicer shall first use commercially reasonable efforts to collect any
Workout Fees payable with respect to the Villas Parkmerced Mortgage Loan from
the related Borrower pursuant to Section 14.4 of the related Mortgage Loan
Agreement prior to seeking such Workout Fees from amounts received by the Trust;
provided, however, that nothing in this provision shall be deemed to limit the
Special Servicer's right to recover (i) any modification fees or similar amounts
payable by the Borrower in connection with any workout (and to the extent the
Special Servicer does recover any such modification fees from the Borrower, such
modification fees shall not reduce the amout of the Workout Fee due to the
Special Servicer under this Agreement) and (ii) such Workout Fees in the manner
otherwise provided for in this Agreement if at any time the Special Servicer
determines that such Workout Fees are not recoverable from the related Borrower.
A Liquidation Fee will be payable to the Special Servicer with
respect to each Mortgage Loan repurchased by a Mortgage Loan Seller after the
applicable time period (including any applicable extension thereof) in Section
2.03(d) or Specially Serviced Loan as to which the Special Servicer obtains a
full, partial or discounted payoff from the related Borrower and, except as
otherwise described below, with respect to any Specially Serviced Loan or REO
Property as to which the Special Servicer recovered any Liquidation Proceeds. As
to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the
applicable time period (including any applicable extension thereof) in Section
2.03(d) or Specially Serviced Loan and REO Property, the Liquidation Fee will be
payable from the related payment or 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 (i) the purchase of any
Defaulted Mortgage Loan by the Special Servicer or the Controlling Class
Representative or any of their Affiliates, (ii) the purchase of all of the
Mortgage Loans and REO Properties by the applicable Master Servicer, the Special
Servicer or the Controlling Class Representative in connection with the
termination of the Trust Fund or the purchase of all of the Mortgage Loans and
all property acquired in respect of any Mortgage Loan by the Sole
Certificateholder pursuant to Section 9.01, (iii) a repurchase of a Mortgage
Loan by a Mortgage Loan Seller pursuant to Section 2.03(d) prior to the
expiration of the time periods (including any applicable extension thereof) set
forth therein, (iv) in the case of the Villas Parkmerced Mortgage Loan, the
purchase of the related Mortgage Loan by the holder of a related B Loan pursuant
to the related Co-Lender Agreement, except to the extent the related Co-Lender
Agreement requires the purchaser to pay such fee or the purchase by Class VPM
Certificateholder of the Villas Parkmerced Mortgage Loan pursuant to Section
3.18(m) unless such purchase is more than 90 days following the date such
Certificateholder could first exercise such purchase option; (v) in the case of
any Arrowhead Shopping Center Mortgage Loan, the purchase of such Mortgage Loan
by the holder of the related B Loan pursuant to the related Co-Lender Agreement;
(vi) in the case of any existing mezzanine indebtedness or any mezzanine
indebtedness that may exist on a future date, the purchase of the related
Mortgage Loan by a mezzanine lender, to the extent permitted by the related
mezzanine intercreditor agreement, unless the related mezzanine intercreditor
agreement or other related agreements require the purchaser to pay such
Liquidation Fee or similar fee, or (vii) a Loss of Value Payment by a Mortgage
Loan Seller. With respect to any future mezzanine debt, to the extent not
prohibited by the Mortgage Loan Documents, the applicable Master Servicer or
Special Servicer, as applicable, shall require that the related mezzanine
intercreditor agreement provide that in the event of a purchase of a Mortgage
Loan by the related mezzanine lender on a date that is more than 90 days
following the date that the related option becomes exercisable, such mezzanine
lender shall be required to pay a Liquidation Fee equal to the amount that the
Special Servicer would otherwise be entitled to under this Agreement with
respect to a liquidation of such Mortgage Loan (provided, however, that such
Liquidation Fee shall in all circumstances be payable by the related mezzanine
lender and shall not, under any circumstance, by payable out of the Trust). If,
however, Liquidation Proceeds are received with respect to any Specially
Serviced Loan as to which 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 that constitute principal and/or interest. 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
Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced
Loan. In the event that (i) the Special Servicer has been terminated, and (ii)
either prior or subsequent to such termination, either (A) a Specially Serviced
Loan was liquidated or modified pursuant to an action plan submitted by the
initial Special Servicer and approved (or deemed approved) by the Directing
Certificateholder, or (B) a Specially Serviced Loan being monitored by the
Special Servicer subsequently became a Corrected Mortgage Loan, then in either
such event the Special Servicer shall be paid the related Workout Fee or
Liquidation Fee, as applicable.
The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on Specially Serviced Loans it is responsible for
servicing hereunder that accrued during such time as such Mortgage Loan or
Serviced Companion Loan was a Specially Serviced Loan, but only to the extent
actually paid by the related Borrower and to the extent that all amounts then
due and payable with respect to the related Mortgage Loan or Serviced Companion
Loan (including interest on Advances) have been paid and are not needed to
first, (x) reimburse the Trust Fund for Additional Trust Fund Expenses paid in
connection therewith during or prior to the Collection Period in which such
Penalty Charges were collected and (y) reimburse Advance Interest Amounts paid
to the Master Servicers, Trustee or Special Servicer, as applicable, that
accrued with respect to the related Mortgage Loan or Serviced Companion Loan
during the Collection Period in which such Penalty Charges were collected;
provided, that with respect to a Serviced Companion Loan, Penalty Charges with
respect to such Serviced Companion Loan shall be paid to the holder of such
Serviced Companion Loan as allocated in the related Co-Lender Agreement. 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 Collection Account or if a Serviced Whole
Loan is involved, the applicable Serviced Whole Loan Collection Account or the
applicable REO Account or as a Property Advance, 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 applicable 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 with respect to a Serviced Whole Loan, with regard to which
Penalty Charges shall be allocated as set forth in the related Co-Lender
Agreement) during the related Collection Period shall be applied (as between
Default Interest and late payment changes, in the priority set forth in the
definition of "Advance Interest Amount") to reimburse (i) the applicable Master
Servicer, the Special Servicer or the Trustee for interest on Advances with
respect to such Mortgage Loan that accrued in the period that such Penalty
Charges were collected, (ii) the Trust Fund for all interest on Advances with
respect to such Mortgage Loan or Serviced Whole Loan previously paid to the
applicable Master Servicer, the Special Servicer or the Trustee pursuant to
Section 3.06(b)(vi) and (iii) the Trust Fund for any Additional Trust Fund
Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees)
with respect to such Mortgage Loan paid in the Collection Period that such
Penalty Charges were collected and not previously paid out of Penalty Charges,
and any Penalty Charges remaining thereafter shall be distributed pro rata to
the applicable Master Servicer and the Special Servicer based upon the amount of
Penalty Charges the applicable Master Servicer or the Special Servicer would
otherwise have been entitled to receive during such period with respect to such
Mortgage Loan without any such application. For the avoidance of doubt, the
portion of Penalty Charges allocated to a Mortgage Loan that is part of a Whole
Loan (in accordance with the applicable Co-Lender Agreement) shall be allocated
in accordance with clauses (i), (ii) and (iii) above.
(e) [Reserved.]
(f) Each Master Servicer, the Special Servicer and the Trustee shall
be entitled to reimbursement from the Trust Fund (and, in the case of any
Serviced Whole Loans, subject to the related Co-Lender Agreement, from the
related Serviced B Loan Noteholders) for the costs and expenses incurred by them
in the performance of their duties under this Agreement which are "unanticipated
expenses incurred by the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and
not by way of limitation, environmental assessments, Updated Appraisals and
appraisals in connection with foreclosure, the fees and expenses of any
administrative or judicial proceeding and expenses expressly identified as
reimbursable in Section 3.06(b)(xviii). All such costs and expenses shall be
treated as costs and expenses of the Villas Parkmerced Loan REMIC in the case of
the Villas Parkmerced Loan REMIC and otherwise of the Lower-Tier REMIC, and if
not attributable to a specific Mortgage Loan or Serviced Whole Loan, shall be
allocated to the Villas Parkmerced Loan REMIC or Lower-Tier REMIC, as
applicable, and, if applicable, the related Serviced Whole Loans.
(g) No provision of this Agreement or of the Certificates shall
require a Master Servicer, the Special Servicer or the Trustee to expend or risk
their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their
rights or powers, if, in the good faith business judgment of such Master
Servicer, Special Servicer or Trustee, as the case may be, repayment of such
funds would not be ultimately recoverable from late payments, Net Insurance
Proceeds, Net Liquidation Proceeds and other collections on or in respect of the
Mortgage Loans, or from adequate indemnity from other assets comprising the
Trust Fund against such risk or liability.
If a Master Servicer, the Special Servicer or the Trustee receives a
request or inquiry from a Borrower, any Certificateholder or any other Person
the response to which would, in such Master Servicer's, the Special Servicer's
or the Trustee's good faith business judgment require the assistance of
Independent legal counsel or other consultant to such Master Servicer, the
Special Servicer or the Trustee, the cost of which would not be an expense of
the Trust Fund or any Serviced Companion Loan Noteholder hereunder, then such
Master Servicer, the Special Servicer or the Trustee, as the case may be, shall
not be required to take any action in response to such request or inquiry unless
such Borrower, such Certificateholder, or such other Person, as applicable,
makes arrangements for the payment of such Master Servicer's, the Special
Servicer's or the Trustee's expenses associated with such counsel (including,
without limitation, posting an advance payment for such expenses) satisfactory
to such Master Servicer, the Special Servicer or the Trustee, as the case may
be, in its sole discretion. Unless such arrangements have been made, each Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have no
liability to any Person for the failure to respond to such request or inquiry.
Section 3.13 Reports to the Trustee; Collection Account Statements.
(a) Each Master Servicer shall deliver to the Trustee no later than 1:00 p.m.
(New York City time) one Business Day prior to the Servicer Remittance Date
prior to each Distribution Date, the CMSA Loan Periodic Update File with respect
to all of the Mortgage Loans that it is servicing for the related Distribution
Date (which shall include, without limitation, the amount of Available Funds and
Class VPM Available Funds with respect to all of the Mortgage Loans (other than
the Villas Parkmerced Non-Pooled Trust Component) or the Villas Parkmerced
Non-Pooled Trust Component, as applicable, and with respect to each Loan Group,
to the extent applicable) including information therein that states the
anticipated P&I Advances for the related Distribution Date. Each Master
Servicer's responsibilities under this Section 3.13(a) with respect to REO Loans
shall be subject to the satisfaction of the Special Servicer's obligations under
Section 3.26.
(b) For so long as a Master Servicer makes deposits into or credits
to and withdrawals or debits from its Collection Account or any Serviced Whole
Loan Collection Account, not later than 15 days after each Distribution Date,
such Master Servicer shall forward to the Trustee a statement prepared by such
Master Servicer setting forth the status of each of its Collection Account and
each Serviced Whole Loan Collection Account as of the close of business on the
last Business Day of the prior month and showing the aggregate amount of
deposits into and withdrawals from its Collection Account and each Serviced
Whole Loan Collection Account of each category of deposit (or credit) specified
in Section 3.05 and each category of withdrawal (or debit) specified in Section
3.06 for the related Collection Period, in each case for the Mortgage Loans. The
Trustee and its agents and attorneys may at any time during normal business
hours, upon reasonable notice, inspect and copy the books, records and accounts
of each Master Servicer solely relating to the Mortgage Loans and the
performance of its duties hereunder.
(c) Beginning in May 2006, no later than 4:00 p.m. (New York City
time) on each Servicer Remittance Date, each Master Servicer shall deliver or
cause to be delivered to the Trustee the following reports (in electronic form)
with respect to the Mortgage Loans that it is servicing (and, if applicable, the
related REO Properties), providing the required information as of the
immediately preceding Determination Date: (i) to the extent such Master Servicer
has received the most recent CMSA Special Servicer Loan File from the Special
Servicer at the time required, the most recent Delinquent Loan Status Report,
Historical Liquidation Report, Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Loan Setup File (with respect to the first
Distribution Date) and REO Status Report received from such Special Servicer,
(ii) the most recent CMSA Property File, CMSA Financial File, Comparative
Financial Status Report and the Loan Level Reserve/LOC Report (in each case
incorporating the data required to be included in the CMSA Special Servicer Loan
File), (iii) the Watch List with information that is current as of such
Determination Date and (iv) the Advance Recovery Report.
The information that pertains to Specially Serviced Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the applicable Master Servicer at least
four Business Days prior to the related Servicer Remittance Date in the form
required by Section 3.13(f) or shall be provided by means of such reports so
delivered by the Special Servicer to the applicable Master Servicer in the form
so required. In the absence of manifest error, the applicable Master Servicer
shall be entitled to conclusively rely upon, without investigation or inquiry,
the information and reports delivered to it by the Special Servicer, and the
Trustee shall be entitled to conclusively rely upon the applicable Master
Servicer's reports and the Special Servicer's reports without any duty or
obligation to recompute, verify or recalculate any of the amounts and other
information stated therein.
(d) The Master Servicers shall each deliver or cause to be delivered
to the Trustee, the Underwriters and to any Rating Agency, the following
materials, in each case to the extent that such materials or the information on
which they are based have been received by such Master Servicer with respect to
the Mortgage Loans that such Master Servicer is servicing:
(i) At least annually, on or before June 30 of each year, beginning
with June 30, 2007, with respect to each Mortgage Loan and REO Loan (to
the extent prepared by and received from the Special Servicer (in written
format or in electronic media) in the case of any Specially Serviced Loan
or REO Loan), an Operating Statement Analysis Report for the related
Mortgaged Property or REO Property as of the end of the preceding calendar
year (initially, year-end 2006), together with copies of the related
operating statements and rent rolls (but only to the extent the related
Borrower is required by the Mortgage to deliver, or otherwise agrees to
provide such information and, with respect to operating statements and
rent rolls for Specially Serviced Loans and REO Properties, only to the
extent requested by the Special Servicer) for the current trailing 12
months, if available, or year-to-date. The Master Servicers (or the
Special Servicer in the case of Specially Serviced Loans and REO
Properties) shall use commercially reasonable efforts to obtain said
annual and other periodic operating statements and related rent rolls,
which efforts shall include a letter sent to the related Borrower
(followed up with telephone calls), requesting such annual and other
periodic operating statements and related rent rolls until they are
received to the extent such action is consistent with applicable law and
the terms of the Mortgage Loans. Upon receipt of such annual and other
periodic operating statements (including year-to-date statements) and
related rent rolls and the applicable Master Servicer shall promptly
update the Operating Statement Analysis Report.
(ii) Within 45 days after receipt by the applicable Master Servicer
(or within 60 days of receipt by the Special Servicer in the case of a
Specially Serviced Loan or REO Property) of any annual year-end operating
statements with respect to any Mortgaged Property or REO Property (to the
extent prepared by and received from the Special Servicer in the case of
any Specially Serviced Loan or REO Property), an NOI Adjustment Worksheet
for such Mortgaged Property (with the annual year-end operating statements
attached thereto as an exhibit). The applicable Master Servicer will use
the "Normalized" column from the NOI Adjustment Worksheet to update the
full year-end data on any Operating Statement Analysis Report and will use
any operating statements received with respect to any Mortgaged Property
(other than any Mortgaged Property which is REO Property or constitutes
security for a Specially Serviced Loan) to update the Operating Statement
Analysis Report for such Mortgaged Property.
Each Master Servicer shall maintain one Operating Statement Analysis
Report for each Mortgaged Property and REO Property (to the extent prepared by
and received from the Special Servicer in the case of any REO Property or any
Mortgaged Property constituting security for a Specially Serviced Loan) relating
to a Mortgage Loan that it is servicing. The Operating Statement Analysis Report
for each Mortgaged Property (other than any such Mortgaged Property which is an
REO Property or constitutes security for a Specially Serviced Loan) is to be
updated with trailing 12-month information, as available (commencing with the
quarter ending December 31, 2006), or year-to-date information until 12-month
trailing information is available by the applicable Master Servicer and such
updated report shall be delivered to the Trustee in the calendar month following
receipt by the applicable Master Servicer of such updated trailing or
year-to-date operating statements and related rent rolls for such Mortgaged
Property.
The Special Servicer will be required pursuant to Section 3.13(g) to
deliver to the applicable Master Servicer the information required of it
pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and
REO Loans commencing in May 2006, in addition to within 45 days after its
receipt of any operating statement and related rent rolls for any related
Mortgaged Property or REO Property.
(e) In connection with their servicing of the Mortgage Loans, the
applicable Master Servicer and the Special Servicer shall provide to each other
and to the Trustee, written notice of any event that comes to their knowledge
with respect to a Mortgage Loan or REO Property that the applicable Master
Servicer or the Special Servicer, respectively, determines, in accordance with
the Servicing Standard, would have a material adverse effect on such Mortgage
Loan or REO Property, which notice shall include an explanation as to the reason
for such material adverse effect.
(f) At least four Business Days prior to each Servicer Remittance
Date, the Special Servicer shall deliver, or cause to be delivered, to the
Master Servicers and, upon the request of any of the Trustee, the Depositor, the
Controlling Class, the Class VPM Controlling Holder (with respect to the Villas
Parkmerced Whole Loan) or any Rating Agency, to such requesting party, the CMSA
Specially Serviced Loan File with respect to the Specially Serviced Loans (and,
if applicable, the related REO Properties), providing the required information
as of the Determination Date (or, upon the reasonable request of any Master
Servicer, data files in a form acceptable to such Master Servicer), which CMSA
Specially Serviced Loan File shall include data, to enable the applicable Master
Servicer to produce the following CMSA Supplement Reports: (i) a Delinquent Loan
Status Report; (ii) an Historical Liquidation Report; (iii) an Historical Loan
Modification and corrected Mortgage Loan Report; (iv) an REO Status Report; (v)
Comparative Financial Status Reports; (vi) CMSA Loan Periodic Update File; (vii)
a CMSA Property File; (viii) a CMSA Financial File; (ix) a NOI Adjustment
Worksheet; (x) an Operating Statement Analysis Report; and (xi) the Advance
Recovery Report. Such reports or data shall be presented in writing and on a
computer readable magnetic medium or other electronic format acceptable to the
applicable Master Servicer.
(g) The Special Servicer shall deliver or cause to be delivered to
the applicable Master Servicer and, upon the request of any of the Trustee, the
Depositor, the Class VPM Controlling Holder (with respect to the Villas
Parkmerced Whole Loan), the Controlling Class or any Rating Agency, to such
requesting party, without charge, the following materials for Specially Serviced
Loans, in each case to the extent that such materials or the information on
which they are based have been received by the Special Servicer:
(i) At least annually, on or before June 1 of each year, commencing
with 2007, with respect to each Specially Serviced Loan and REO Loan, an
Operating Statement Analysis Report for the related Mortgaged Property or
REO Property as of the end of the preceding calendar year, together with
copies of the operating statements and rent rolls for the related
Mortgaged Property or REO Property as of the end of the preceding calendar
year (but only to the extent the related Borrower is required by the
Mortgage to deliver, or otherwise agrees to provide, such information and,
with respect to operating statements and rent rolls for Specially Serviced
Loans and REO Properties, only to the extent requested by the Special
Servicer) and for the current trailing 12 months, if available, or
year-to-date. The Special Servicer shall use its best reasonable efforts
to obtain said annual and other periodic operating statements and related
rent rolls with respect to each Mortgaged Property constituting security
for a Specially Serviced Loan and each REO Property, which efforts shall
include a letter sent to the related Borrower or other appropriate party
each quarter (followed up with telephone calls) requesting such annual and
other periodic operating statements and rent rolls until they are
received.
(ii) Within 45 days of receipt by the Special Servicer of any annual
operating statements with respect to any Mortgaged Property relating to a
Specially Serviced Loan, an NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with the annual operating statements attached
thereto as an exhibit); provided, however, that, with the consent of the
applicable Master Servicer, the Special Servicer may instead provide data
files in a form acceptable to such Master Servicer. The Special Servicer
will use the "Normalized" column from the NOI Adjustment Worksheet to
update the full year-end data on any Operating Statement Analysis Report
and will use any operating statements received with respect to any
Mortgaged Property which is an REO Property or constitutes security for a
Specially Serviced Loan to update the Operating Statement Analysis Report
for such Mortgaged Property.
The Special Servicer shall maintain one Operating Statement Analysis
Report for each Mortgaged Property securing a Specially Serviced Loan and REO
Property. The Operating Statement Analysis Report for each Mortgaged Property
which constitutes security for a Specially Serviced Loan or is an REO Property
is to be updated by the Special Servicer and such updated report delivered to
the applicable Master Servicer within 45 days after receipt by the Special
Servicer of updated operating statements for each such Mortgaged Property;
provided, however, that, with the consent of the applicable Master Servicer, the
Special Servicer may instead provide data files in a form acceptable to such
Master Servicer. The Special Servicer shall provide each such report to the
applicable Master Servicer in the then applicable CMSA format.
(h) The Trustee shall be entitled to rely conclusively on and shall
not be responsible for the content or accuracy of any information provided to it
by the applicable Master Servicer or the Special Servicer pursuant to this
Agreement.
Section 3.14 [Reserved].
Section 3.15 [Reserved].
Section 3.16 Access to Certain Documentation. The applicable Master
Servicer and Special Servicer shall provide to any Certificateholders and the
Serviced Companion Loan Noteholders that are federally insured financial
institutions, the Federal Reserve Board, the FDIC and the OTS and the
supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any
Certificateholder or Serviced Companion Loan Noteholder is subject, access to
the documentation regarding the Mortgage Loans or the Serviced Whole Loans, as
applicable, that it is servicing required by applicable regulations of the
Federal Reserve Board, FDIC, OTS or any such governmental or regulatory body,
such access being afforded without charge but only upon reasonable written
request and during normal business hours at the offices of the applicable Master
Servicer or Special Servicer. In addition, upon reasonable prior written notice
to the applicable Master Servicer or the Special Servicer, as the case may be,
the Depositor or their accountants or other representatives shall have access to
review the documents, correspondence and records of such Master Servicer or the
Special Servicer, as the case may be, as they relate to a Mortgaged Property and
any REO Property during normal business hours at the offices of such Master
Servicer or the Special Servicer, as the case may be. Nothing in this Section
3.16 shall detract from the obligation of the applicable Master Servicer and
Special Servicer to observe any applicable law prohibiting disclosure of
information with respect to the Borrowers, and the failure of the applicable
Master Servicer and Special Servicer to provide access as provided in this
Section 3.16 as a result of such obligation shall not constitute a breach of
this Section 3.16.
In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan
Noteholder or any regulatory authority that may exercise authority over a
Certificateholder or Serviced Companion Loan Noteholder, the applicable Master
Servicer and the Special Servicer may each require payment from such
Certificateholder or Serviced Companion Loan Noteholder (to the extent permitted
in the related Co-Lender Agreement) of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy
charges and reasonable fees for employee time and for space; provided that no
charge may be made if such information or access was required to be given or
made available under applicable law. In connection with providing
Certificateholders access to the information described in the preceding
paragraph the applicable Master Servicer and the Special Servicer may require
(prior to affording such access) a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to
such Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder
of Book Entry Certificates and will keep such information confidential.
Upon the reasonable request of any Certificateholder identified to
the applicable Master Servicer to such Master Servicer's reasonable
satisfaction, such Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder) copies of any operating statements, rent
rolls and financial statements obtained by such Master Servicer or the Special
Servicer; provided that, in connection therewith, the applicable Master Servicer
may require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the applicable
Master Servicer or Special Servicer, generally to the effect that such Person is
a Holder of Certificates or a beneficial holder of Book Entry Certificates and
will keep such information confidential.
Section 3.17 Title and Management of REO Properties and REO
Accounts. (a) In the event that title to any Mortgaged Property is acquired for
the benefit of Certificateholders (and, in the case of the Serviced Whole Loans,
the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu
of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or
certificate of sale shall be taken in the name of the Trustee, or its nominee
(which shall not include either Master Servicer), or a separate Trustee or
co-Trustee, on behalf of the Trust Fund (and, in the case of the Serviced Whole
Loans, the related Serviced Companion Loan Noteholders). The Special Servicer,
on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the
related Serviced Companion Loan Noteholders), shall dispose of 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 for purposes of Section
860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Villas
Parkmerced Loan REMIC or the Lower-Tier REMIC, as applicable, has applied for an
extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the
Code, in which case the Special Servicer shall sell such REO Property within the
applicable extension period or (ii) the Special Servicer seeks and subsequently
receives an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund; provided that with respect to the Villas Parkmerced Whole Loan, such
expenses shall be allocated first to the Class VPM Certificates (and
corresponding Class VPM Lower-Tier Regular Interests and the Villas Parkmerced
Loan REMIC Regular Interests (other than the Class VPM-P Interest)) in reverse
sequential order and second, to the extent such expense remains unpaid, to the
Villas Parkmerced Pooled Trust Component), addressed to the Special Servicer and
the Trustee, to the effect that the holding by the Trust Fund of such REO
Property for an additional specified period will not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code (determined without regard to the exception applicable
for purposes of Section 860D(a) of the Code) at any time that any Certificate is
outstanding, in which event such period shall be extended by such additional
specified period subject to any conditions set forth in such Opinion of Counsel.
The Special Servicer, on behalf of the Trust Fund (and, in the case of the
Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall
dispose of any REO Property held by the Trust Fund prior to the last day of such
period (taking into account extensions) by which such REO Property is required
to be disposed of pursuant to the provisions of the immediately preceding
sentence in a manner provided under Section 3.18 hereof. The Special Servicer
shall manage, conserve, protect and operate each REO Property for the
Certificateholders (and, in the case of the Serviced Whole Loans, the related
Serviced Companion Loan Noteholders) solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a)).
(b) The Special Servicer shall have full power and authority,
subject only to the Servicing Standard and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with any
REO Property as are consistent with the manner in which the Special Servicer
manages and operates similar property owned or managed by the Special Servicer
or any of its Affiliates, all on such terms and for such period as the Special
Servicer deems to be in the best interests of Certificateholders and, in the
case of the Serviced Whole Loans, the related Serviced Companion Loan
Noteholders and, in connection therewith, the Special Servicer shall agree to
the payment of management fees that are consistent with general market
standards. Consistent with the foregoing, the Special Servicer shall cause or
permit to be earned with respect to such REO Property any "net income from
foreclosure property," within the meanings of Section 860G(c) of the Code, which
is subject to tax under the REMIC Provisions, only if it has determined, and has
so advised the Trustee in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on
behalf of Certificateholders (and, in the case of the Serviced Whole Loans, the
related Serviced Companion Loan Noteholders) than an alternative method of
operation or rental of such REO Property that would not be subject to such a
tax.
The Special Servicer shall segregate and hold all revenues received
by it with respect to any REO Property separate and apart from its own funds and
general assets and shall establish and maintain with respect to any REO Property
a segregated custodial account (each, an "REO Account"), each of which shall be
an Eligible Account and shall be entitled "Wells Fargo Bank, N.A., as Trustee,
in trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2006-CD2 Commercial Mortgage Pass-Through Certificates REO Account." With
respect to an REO Property securing a Serviced Whole Loan, the Special Servicer
shall establish an REO Account solely with respect to such property (each such
account, a "Serviced Whole Loan REO Account"), each of which shall be an
Eligible Account and shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for Holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2006-CD2 Commercial Mortgage Pass-Through Certificates and the related Serviced
Companion Loan Noteholders REO Account," to be held for the benefit of the
Certificateholders and the related Serviced Companion Loan Noteholders. The
Special Servicer shall be entitled to withdraw for its account any interest or
investment income earned on funds deposited in an REO Account or a Serviced
Whole Loan REO Account to the extent provided in Section 3.07(b). The Special
Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account
or the applicable Serviced Whole Loan REO Account within one Business Day after
receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of such REO Property and for
other Property Protection Expenses with respect to such REO Property, including:
(i) all insurance premiums due and payable in respect of any REO
Property;
(ii) all real estate taxes and assessments in respect of any REO
Property that may result in the imposition of a lien thereon;
(iii) all costs and expenses reasonable and necessary to protect,
maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO
Property; and
(iv) any taxes imposed on the Villas Parkmerced Loan REMIC or the
Lower-Tier REMIC, as applicable, in respect of net income from foreclosure
property in accordance with Section 4.05; provided that with respect to
the Villas Parkmerced Whole Loan, such expenses shall be allocated first
to the Class VPM Certificates (and corresponding Class VPM Lower-Tier
Regular Interests and the Villas Parkmerced Loan REMIC Regular Interests
(other than the Class VPM-P Interest)) in reverse sequential order and
second, to the extent such expense remains unpaid, to the Villas
Parkmerced Pooled Trust Component.
To the extent that such REO Proceeds are insufficient for the
purposes set forth in clauses (i) through (iii) above, the applicable Master
Servicer shall or, on an emergency basis, in accordance with Section 3.24(b),
the Special Servicer may, make such Advance unless such Master Servicer or the
Special Servicer, as applicable, determines, in accordance with the Servicing
Standard, that such Property Advance would constitute a Nonrecoverable Advance
(provided that with respect to advancing insurance premiums or delinquent tax
assessments the applicable Master Servicer shall comply with the provisions of
the second to last paragraph in Section 3.24(d)) and if such Master Servicer
does not make any such Advance, the Trustee, to the extent the Trustee has
actual knowledge of such Master Servicer's failure to make such Advance, shall
make such Advance, unless in each case, the Special Servicer, the applicable
Master Servicer or the Trustee, as applicable, determines that such Advance
would be a Nonrecoverable Advance. The Trustee shall be entitled to rely,
conclusively, on any determination by the Special Servicer or the applicable
Master Servicer, as applicable, that an Advance, if made, would be a
Nonrecoverable Advance. The Trustee, when making an independent determination
whether or not a proposed Advance would be a Nonrecoverable Advance, shall be
subject to the standards applicable to the applicable Master Servicer hereunder.
The Special Servicer, applicable Master Servicer or the Trustee, as applicable,
shall be entitled to reimbursement of such Advances (with interest at the
Advance Rate) made pursuant to the preceding sentence, to the extent permitted
by Section 3.06. The Special Servicer shall withdraw from each REO Account or
Serviced Whole Loan REO Account, as applicable, and remit to the applicable
Master Servicer for deposit into its Collection Account or the applicable
Serviced Whole Loan Collection Account, as applicable, on a monthly basis prior
to or on the related Due Date the Net REO Proceeds received or collected from
each REO Property, except that in determining the amount of such Net REO
Proceeds, the Special Servicer may retain in each REO Account or Serviced Whole
Loan REO Account, as applicable, reasonable reserves for repairs, replacements
and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:
(i) permit any New Lease to be entered into, renewed or extended, 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 repair or maintenance thereof or the completion of a
building or other improvement thereon, and then only if more than ten
percent 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 Person to Directly Operate any
REO Property on any date more than 90 days after its date of acquisition
by the Trust Fund, unless such Person is an Independent Contractor;
unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel addressed to the Special Servicer and the Trustee (which
opinion shall be an expense of the Trust Fund; provided that with respect to the
Villas Parkmerced Whole Loan, such expenses shall be allocated first to the
Class VPM Certificates (and corresponding Class VPM Lower-Tier Regular Interests
and the Villas Parkmerced Loan REMIC Regular Interests (other than the Class
VPM-P Interest)) in reverse sequential order and second, to the extent such
expense remains unpaid, to the Villas Parkmerced Pooled Trust Component) 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
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code) at any time that it is held by the Trust Fund, in which
case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.
The Special Servicer shall be required to contract with an
Independent Contractor, the fees and expenses of which shall be an expense of
the Trust Fund (and, in the case of the Serviced Whole Loans, first of the
related Serviced B Loan Noteholder, if any, and second, to the extent such
expense remains unpaid, the Mortgage Loan) and payable out of REO Proceeds, for
the operation and management of any REO Property, within 90 days of the Trust
Fund's acquisition thereof (unless the Special Servicer shall have provided the
Trustee with an Opinion of Counsel that the operation and management of any REO
Property other than through an Independent Contractor shall not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Code
Section 860G(a)(8)) (which opinion shall be an expense of the Trust Fund;
provided that with respect to the Villas Parkmerced Whole Loan, such expenses
shall be allocated first to the Class VPM Certificates (and corresponding Class
VPM Lower-Tier Regular Interests and the Villas Parkmerced Loan REMIC Regular
Interests (other than the Class VPM-P Interest)) in reverse sequential order and
second, to the extent such expense remains unpaid, to the Villas Parkmerced
Pooled Trust Component), provided that:
(i) the terms and conditions of any such contract shall be
reasonable and customary for the area and type of property and shall not
be inconsistent herewith;
(ii) any such contract shall require, or shall be administered to
require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as
practicable, but in no event later than 30 days following the receipt
thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.17(b) 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 to the Trust Fund, the Trustee on behalf of the
Certificateholders or, in the case of a Serviced Whole Loan, the related
Serviced B Loan Noteholders, with respect to the operation and management
of any such REO Property; and
(iv) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
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.
(c) Promptly following any acquisition by the Special Servicer of an
REO Property on behalf of the Trust Fund, the Special Servicer shall notify the
applicable Master Servicer thereof, and, upon receipt of such notice, the
Special Servicer shall obtain an Updated Valuation thereof, but only in the
event that any Updated Valuation with respect thereto is more than 12 months old
and the Special Servicer has no actual knowledge of any material adverse change
in circumstances that, consistent with the Servicing Standard, would call into
question the validity of such Updated Appraisal, in order to determine the fair
market value of such REO Property and shall notify the Depositor and the
applicable Master Servicer and with respect to a Serviced Whole Loan, the holder
of the related B Loan, if any, of the results of such Appraisal. Any such
Appraisal shall be conducted in accordance with Appraisal Institute standards
and the cost thereof shall be an expense of the Trust Fund (allocated, to the
Principal Balance Certificates in reverse-sequential order) and, in the case of
the Serviced Whole Loans, first to the related Serviced B Loan Noteholders, if
any, and second, to the extent such cost remains unpaid, to the Mortgage Loan;
provided that with respect to the Villas Parkmerced Whole Loan, such expenses
shall be allocated first to the Class VPM Certificates (and corresponding Class
VPM Lower-Tier Regular Interests and the Villas Parkmerced Loan REMIC Regular
Interests (other than the Class VPM-P Interest)) in reverse sequential order and
second, to the extent such expense remains unpaid, to the Villas Parkmerced
Pooled Trust Component). The Special Servicer shall obtain a new Updated
Valuation or a letter update every 12 months thereafter until the REO Property
is sold.
(d) When and as necessary, the Special Servicer shall send to the
Trustee 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).
(e) Upon the disposition of any REO Property in accordance with this
Section 3.17, the Special Servicer shall calculate the Excess Liquidation
Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if
any, realized in connection with such sale.
Section 3.18 Sale of Specially Serviced Loans and REO Properties.
(a) Each of the Controlling Class Representative and the Special Servicer (in
that order) may sell or purchase, or permit the sale or purchase of, a Mortgage
Loan only on the terms and subject to the conditions set forth in this Section
3.18 or as otherwise expressly provided in or contemplated by Section 2.03(d)
and Section 9.01 or in an applicable Co-Lender Agreement.
(b) Within 60 days after a Mortgage Loan becomes a Defaulted
Mortgage Loan (or, in the case of a Balloon Loan, if a payment default shall
have occurred with respect to the related Balloon Payment, then after a
Servicing Transfer Event shall have occurred with respect to such Balloon
Payment default), the Special Servicer shall determine the fair value of such
Mortgage Loan in accordance with the Servicing Standard; 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 a new 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 30
days) after its receipt of such new Appraisal. The Special Servicer shall
recalculate, from time to time, but not less often than every 90 days, its
determination of the fair value of a Defaulted Mortgage Loan based upon changed
circumstances, new information or otherwise, in accordance with the Servicing
Standard. The Special Servicer shall notify the Trustee, the applicable Master
Servicer, each Rating Agency and the Controlling Class Representative (and with
respect to the Serviced Whole Loans, the Directing Certificateholder and each
Serviced Companion Loan Noteholder or if such Serviced Companion Loan has been
securitized, the applicable Serviced Companion Loan Trustee (who shall promptly
notify, in writing, the Directing Certificateholder (as defined in the related
Serviced Companion Loan Securitization Agreement) of that securitization or an
analogous party) promptly upon its fair value determination and any adjustment
thereto. 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 or Serviced Whole 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,
the expected recovery from the Mortgage Loan if the Special Servicer were to
pursue a workout strategy, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Special Servicer shall refer to 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 may consider 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, to the extent it is
reasonable to do so in accordance with the Servicing Standard, conclusively rely
on any opinions or reports of qualified Independent experts in real estate or
commercial mortgage loan matters with at least five years' experience in valuing
or investing in loans similar to the subject Specially Serviced Loan, selected
with reasonable care by the Special Servicer, in making such determination. All
reasonable costs and expenses incurred by the Special Servicer pursuant to this
Section 3.18(b) shall constitute, and be reimbursable as, Property Advances. The
other parties to this Agreement shall cooperate with all reasonable requests for
information made by the Special Servicer in order to allow the Special Servicer
to perform its duties pursuant to this Section 3.18(b).
(c) Subject to the terms set forth in Section 2.03 and with respect
to any Whole Loan, subject to the purchase option of the related B Loan holder
in accordance with the related Co-Lender Agreement, if any, and subject to any
purchase option that a mezzanine lender may have in accordance with the related
mezzanine intercreditor agreement, in the event a Mortgage Loan becomes a
Defaulted Mortgage Loan, the Controlling Class Representative and the Special
Servicer (but only if the Controlling Class Representative or the Special
Servicer, as applicable, is not an affiliate of the related Mortgage Loan
Seller) (in that order) shall have an assignable option (a "Purchase Option") to
purchase such Defaulted Mortgage Loan (but not any Serviced Companion Loan) from
the Trust Fund at a price (the "Option Price") equal to (i) the Repurchase
Price, if the Special Servicer has not yet determined the fair value of the
Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan
as determined by the Special Servicer in the manner described in Section 3.18(b)
and in accordance with the Servicing Standard, if the Special Servicer has made
such fair value determination. Any holder of a Purchase Option may sell,
transfer, assign or otherwise convey its Purchase Option with respect to any
Defaulted Mortgage Loan to any party (other than a Person whose purchase of such
Defaulted Loan would violate the terms of any related Co-Lender Agreement or
mezzanine intercreditor agreement) at any time after the related Mortgage Loan
becomes a Defaulted Mortgage Loan. The transferor of any Purchase Option shall
notify the Trustee, the Special Servicer and the Master Servicers 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. Notwithstanding the foregoing, the
Controlling Class Representative shall have the right to exercise its Purchase
Option prior to any exercise of the Purchase Option by the Special Servicer;
provided, however, if the Purchase Option is not exercised by the Controlling
Class Representative or any assignee thereof within 60 days of a Mortgage Loan
becoming a Defaulted Mortgage Loan, then the Special Servicer shall have the
right to exercise its Purchase Option prior to any exercise by the Controlling
Class Representative and the Special Servicer or its assignee may exercise such
Purchase Option at any time during the 15-day period immediately following the
expiration of such 60-day period. Following the expiration of such 15-day
period, the Controlling Class Representative shall again have the exclusive
right to exercise the Purchase Option. If not exercised earlier, the Purchase
Option with respect to any Defaulted Mortgage Loan will automatically terminate
(i) 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
after a new fair value calculation is made pursuant to clause (b) above, (ii)
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, (iii) the
modification or pay-off, in full or at a discount, of such Defaulted Mortgage
Loan in connection with a workout, (iv) upon a repurchase of a Defaulted
Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan
Seller's breach of a representation or document defect with respect to such
Defaulted Mortgage Loan and (v) the purchase of any B Loan holder or mezzanine
lender in accordance with the related Co-Lender Agreement, or mezzanine
intercreditor agreement, as applicable.
(d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the applicable Master
Servicer, the Special Servicer and the Trustee at least five days prior written
notice thereof (the "Purchase Option Notice"), in the form of Exhibit N attached
hereto, 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 3.18(c). The
exercise of any Purchase Option pursuant to this clause (d) shall be
irrevocable.
(e) If the Special Servicer or, if the Controlling Class
Representative is an affiliate of the Special Servicer, the Controlling Class
Representative or any of their respective Affiliates is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, the applicable Master Servicer shall determine (or, if the Special
Servicer has made such determination, shall confirm) the fair value and must
retain an appraiser or other Independent third party (either of whom must be an
MAI) (at the expense of the Trust Fund; provided that with respect to the Villas
Parkmerced Whole Loan, such expenses shall be allocated first to the Class VPM
Certificates (and corresponding Class VPM Lower-Tier Regular Interests and the
Villas Parkmerced Loan REMIC Regular Interests (other than the Class VPM-P
Interest)) in reverse sequential order and second, to the extent such expense
remains unpaid, to the Villas Parkmerced Pooled Trust Component), that the
applicable Master Servicer reasonably believes has the requisite experience to
assist it to determine the fair value (such person, the "Third Party Appraiser")
and obtain from such third party a determination as soon as reasonably
practicable after the applicable Master Servicer has received the written
notice, of whether the Option Price represents fair value for the Defaulted
Mortgage Loan; provided that, if the applicable Master Servicer requests the
Third Party Appraiser to perform a new Appraisal with respect to the related
Mortgaged Property, then the Third Party Appraiser retained by such Master
Servicer shall make its fair value determination with respect to such Mortgage
Loan as soon as reasonably practicable (but in any event within forty-five (45)
days) after the completion of such new Appraisal. Such fair value determination
made by the applicable Master Servicer shall be made in accordance with the
Servicing Standard; provided that, absent manifest error, the applicable Master
Servicer may conclusively rely on the opinion of the Third Party Appraiser in
making such determination; provided that, in choosing such Third Party Appraiser
such Master Servicer shall use reasonable care in accordance with the Servicing
Standard. In determining the fair value of any Defaulted Mortgage Loan, the
Third Party Appraiser retained by the applicable Master Servicer shall take into
account, among other factors, the period and amount of the delinquency on such
Mortgage Loan or Serviced Whole 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, the expected recovery from the Mortgage
Loan if a workout strategy were pursued and the time and expense associated with
a purchaser's foreclosing on the related Mortgaged Property. In addition, the
Third Party Appraiser retained by such Master Servicer shall refer to the
Servicing Standard and all other relevant information delivered to it by such
Master Servicer or otherwise contained in the Mortgage File; provided that the
Third Party Appraiser retained by such Master Servicer shall take account of any
known change in circumstances regarding the related Mortgaged Property that has
occurred subsequent to, and that would, in its reasonable judgment, materially
affect the value of the related Mortgaged Property. Furthermore, the Third Party
Appraiser retained by the applicable Master Servicer shall consider all
available objective third-party information obtained from generally available
sources, 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 Third Party Appraiser retained by the
applicable Master Servicer may rely on the opinion and reports of other parties
in making such determination and on the most current Appraisal obtained for the
related Mortgaged Property pursuant to this Agreement. The costs of the Third
Party Appraiser and all appraisals, inspection reports and broker opinions of
value, reasonably incurred by such Third Party Appraiser or otherwise incurred
pursuant to this subsection shall be advanced by the applicable Master Servicer
and shall constitute, and be reimbursable as Property Advances (or if such
advance is deemed to be a Nonrecoverable Advance such costs shall be
reimbursable as Trust Fund expenses from its Collection Account pursuant to
Section 3.06(b)) or the applicable Serviced Whole Loan Collection Account
pursuant to Section 3.06(c). The other parties to this Agreement shall cooperate
with all reasonable requests for information.
(f) Unless and until the Purchase Option with respect to a Defaulted
Mortgage Loan is exercised, the Special Servicer shall pursue such other
resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option, or in connection with a repurchase under Section 2.03
by the related Mortgage Loan Seller, or in connection with the exercise of a
Class VPM Purchase Option, or, with respect to a Serviced Whole Loan or any
Mortgage Loan or Serviced Whole Loan with a related mezzanine loan, the exercise
of the purchase option, if any, set forth in the related Co-Lender Agreement or
mezzanine intercreditor agreement, as applicable, by the holder of the related B
Loan or mezzanine lender. In connection with the foregoing, the Special Servicer
may charge prospective bidders, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into the applicable Collection Account or in the case of any Serviced
Whole Loan, the applicable Serviced Whole Loan Collection Account or the REO
Accounts.
(g) The Special Servicer shall use reasonable efforts to solicit
offers for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.17(a). The
Special Servicer (with the consent of the Directing Certificateholder) shall
accept the first (and, if multiple bids are contemporaneously received, highest)
cash bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer determines, in its good faith and reasonable
judgment, that it will be unable to realize a fair price for any REO Property
within the time constraints imposed by Section 3.17(a), then the Special
Servicer (with the consent of the Directing Certificateholder) shall dispose of
such REO Property upon such terms and conditions as the Special Servicer shall
deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received.
The Special Servicer shall give the Trustee, the Master Servicers
and the Directing Certificateholder, not less than ten Business Days' prior
written notice of its intention to sell any REO Property, and notwithstanding
anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.
(h) Whether any cash bid constitutes a fair price for any REO
Property, as the case may be, for purposes of Section 3.18(g), shall be
determined by the Special Servicer, if the highest bidder is a Person other than
the Special Servicer or an Affiliate of the Special Servicer, and by the
Trustee, if the highest bidder is the Special Servicer or an Affiliate of the
Special Servicer; provided, however, that no bid from an Interested Person shall
constitute a fair price unless (i) it is the highest bid received and (ii) at
least two other bids are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for
any such REO Property, the Trustee shall be supplied with and shall rely on the
most recent appraisal or Updated Appraisal conducted in accordance with this
Agreement within the preceding 12-month period or in the absence of any such
appraisal, on a narrative appraisal prepared by an appraiser selected by the
Special Servicer if the Special Servicer or an Affiliate of the Special Servicer
is not making an offer with respect to an REO Property (or by the applicable
Master Servicer if the Special Servicer is making such an offer). The cost of
any such narrative appraisal shall be covered by, and shall be reimbursable as,
a Property Advance. In determining whether any offer from a Person other than an
Interested Person constitutes a fair price for any such REO Property, the
Special Servicer shall take into account (in addition to the results of any
appraisal, updated appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior 12 months), and in determining
whether any offer from an Interested Person constitutes a fair price for any
such REO Property, any appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of the occupancy level
and physical condition of the Mortgaged Property or REO Property, the state of
the local economy and the obligation to dispose of any REO Property within the
time period specified in Section 3.17(a). The Repurchase Price (which, in
connection with the administration of an REO Property related to a Serviced
Whole Loan, shall be construed and calculated as if the loans in such Serviced
Whole Loan together constitute a single Mortgage Loan thereunder) for any REO
Property shall in all cases be deemed a fair price.
(i) Subject to subsections (g) and (h) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the applicable collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge for its own account
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such
amounts into the applicable Collection Account or in the case of the Serviced
Whole Loans, the applicable Serviced Whole Loan Collection Account. Any sale of
an REO Property shall be final and without recourse to the Trustee or the Trust
Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any prorations applied
thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the
Master Servicers, the Depositor or the Trustee shall have any liability to any
Certificateholder or Serviced Companion Loan Noteholder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee.
(j) Any sale of an REO Property shall be for cash only.
(k) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in its reasonable and good faith
judgment, that rejection of such offer would be in the best interests of the
Certificateholders and, in the case of a Serviced Whole Loan, in the best
interests of the related Serviced Companion Loan Noteholders, as a collective
whole, and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good
faith judgment, 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) and, in the case of
any Serviced Whole Loan, in the best interests of the related Serviced Companion
Loan Noteholders, as a collective whole.
(l) [Reserved]
(m) With respect to the Villas Parkmerced Mortgage Loan, upon such
Mortgage Loan becoming a Defaulted Mortgage Loan and with respect to the
Arrowhead Shopping Center Mortgage Loan if an event of default enumerated in
Section 8(a) of the Arrowhead Shopping Center Intercreditor Agreement occurs,
the Trustee shall promptly notify, in writing, the holder of the related B Loan
and the Class VPM Certificateholders, in the case of the Villas Parkmerced
Mortgage Loan. The Purchase Option with respect to the Villas Parkmerced
Mortgage Loan and the Arrowhead Shopping Center Mortgage Loan, as applicable,
shall be subject to the purchase rights of the holder of the related B Loan in
accordance with the terms of and as set forth in the related Co-Lender Agreement
and the holders of the Class VPM Certificates in accordance with the terms of
this Section 3.18(m).
Subject to the terms set forth in Section 2.03 and subject to any
purchase option that a mezzanine lender or B Loan holder may have pursuant to
the related mezzanine intercreditor agreement or Co-Lender Agreement, as
applicable, in the event Villas Parkmerced Whole Loan becomes a Defaulted
Mortgage Loan, the Class VPM Controlling Holder shall have an assignable option
(a "Class VPM Purchase Option") to purchase the Villas Parkmerced Mortgage Loan
from the Trust Fund at a price (the "Class VPM Option Price") equal to the
Repurchase Price. The Class VPM Controlling Holder may sell, transfer, assign or
otherwise convey its Class VPM Purchase Option with respect to the Villas
Parkmerced Mortgage Loan to any party at any time after the Villas Parkmerced
Mortgage Loan becomes a Defaulted Mortgage Loan (other than to a Borrower under
the Villas Parkmerced Whole Loan or any Affiliate thereof). The Class VPM
Controlling Holder shall notify the Trustee, the Special Servicer and the
Midland 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. If the
Class VPM Controlling Holder or any assignee thereof exercises the Class VPM
Purchase Option more than 90 days after receiving notice of such Class VPM
Purchase Option, then the party exercising such option shall pay a Liquidation
Fee in connection with the exercise of the Class VPM Purchase Option.
If not exercised earlier, the Class VPM Purchase Option will
automatically terminate (i) once the Villas Parkmerced Mortgage Loan is no
longer a Defaulted Mortgage Loan; provided, however, that if the Villas
Parkmerced Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the
related Purchase Option shall again be exercisable, (ii) 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, (iii) the modification or
pay-off, in full or at a discount, of such Defaulted Mortgage Loan in connection
with a workout, (iv) upon a repurchase of the Villas Parkmerced Mortgage Loan by
the applicable Mortgage Loan Seller due to the Mortgage Loan Seller's breach of
a representation with respect to the Villas Parkmerced Mortgage Loan or (v) upon
other disposition of the Villas Parkmerced Mortgage Loan or the related
Mortgaged Property by the Special Servicer.
Upon receipt of notice from the Special Servicer indicating that
Villas Parkmerced Mortgage Loan has become a Defaulted Mortgage Loan, the holder
(whether the original grantee of such option or any subsequent transferee) of
Class VPM Purchase Option may exercise the Class VPM Purchase Option by
providing the Midland Master Servicer, the Special Servicer and the Trustee at
least five days prior written notice thereof (the "Class VPM Purchase Option
Notice"), which notice shall identify the Person that, on its own or through an
Affiliate, will acquire the Villas Parkmerced Mortgage Loan upon closing and
shall specify a cash exercise price at least equal to the Class VPM Option
Price. The Class VPM Purchase Option Notice shall be delivered in the manner
specified in Section 3.18(c). The exercise of any Class VPM Purchase Option
pursuant to this paragraph shall be irrevocable.
Unless and until the Class VPM Purchase Option is exercised, the
Special Servicer shall pursue such other resolution strategies available
hereunder with respect to the Villas Parkmerced Mortgage Loan, including,
without limitation, workout and foreclosure, as the Special Servicer may deem
appropriate consistent with the Servicing Standard; provided, however, the
Special Servicer will not be permitted to sell the Villas Parkmerced Mortgage
Loan other than in connection with the exercise of the Class VPM Purchase Option
or pursuant to any purchase option in any related mezzanine intercreditor
agreement or the Villas Parkmerced Co-Lender Agreement.
Upon exercise of the Class VPM Purchase Option, the Class VPM
Controlling Holder (or its assignee) shall be required to pay the purchase price
specified in the Class VPM Purchase Option Notice to the Midland Master Servicer
within ten Business Days of exercising the Class VPM Purchase Option. The
proceeds of any sale of the Villas Parkmerced Mortgage Loan, after deduction of
the expenses of such sale incurred in connection therewith, shall be deposited
by the Midland Master Servicer within one Business Day of receipt in the
Serviced Whole Loan Collection Account.
Section 3.19 Additional Obligations of Each Master Servicer and
Special Servicer; Inspections. (a) Each Master Servicer (at its own expense)
(or, with respect to Specially Serviced Loans and REO Properties, the Special
Servicer) shall inspect or cause to be inspected each Mortgaged Property
securing a Mortgage Loan that it is servicing at such times and in such manner
as is consistent with the Servicing Standard, but in any event shall inspect
each Mortgaged Property with an Allocated Loan Amount of (A) $2,000,000 or more
at least once every 12 months and (B) less than $2,000,000 at least once every
24 months, in each case commencing in 2007 (or at such decreased frequency as
each Rating Agency shall have confirmed in writing to the applicable Master
Servicer will not result a downgrade, qualification or withdrawal of the
then-current ratings assigned to any Class of the Certificates); provided,
however, that if any Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan, the Special Servicer is required to inspect or cause to be
inspected the related Mortgaged Property as soon as practicable but in no event
less than 60 days after the Mortgage Loan remains a Specially Serviced Loan;
provided, further, that a Master Servicer will not be required to inspect a
Mortgaged Property that has been inspected in the previous six months. The
reasonable cost of each such inspection performed by the Special Servicer will
be paid by the applicable Master Servicer as a Property Advance or if such
Property Advance would not be recoverable, as an Additional Trust Fund Expense.
Each Master Servicer or the Special Servicer, as applicable, will be required to
prepare a written report of the inspection describing, among other things, the
condition of and any damage to the Mortgaged Property securing a Mortgage Loan
that it is servicing and specifying the existence of any material vacancies in
such Mortgaged Property, any sale, transfer or abandonment of such Mortgaged
Property of which it has actual knowledge, any material adverse change in the
condition of the Mortgaged Property, or any visible material waste committed on
applicable Mortgaged Property. The applicable Master Servicer or Special
Servicer, as applicable, shall send to the Rating Agencies and, upon request, to
the Underwriters within 20 days of completion, each inspection report, unless
the Rating Agencies and, upon request, the Underwriters, as applicable, notify
the applicable Master Servicer or Special Servicer, as applicable, that it does
not want such reports.
(b) With respect to each Mortgage Loan or Serviced Whole Loan, the
applicable Master Servicer (or the Special Servicer, in the case of a Specially
Serviced Loan) shall enforce the Trustee's rights with respect to the Manager
under the related Loan Documents and Management Agreement, if any.
(c) With respect to any Mortgage Loan (other than a Specially
Serviced Loan) that has been subject to a Principal Prepayment and a Prepayment
Interest Shortfall (other than at the request of or with the consent of the
Controlling Class Representative), the applicable Master Servicer shall deliver
to the Trustee on each Servicer Remittance Date for deposit in the Lower-Tier
Distribution Account, without any right of reimbursement therefor, a cash
payment (a "Servicer Prepayment Interest Shortfall"), in an amount equal to the
lesser of (x) the aggregate amount of Prepayment Interest Shortfalls incurred in
connection with Principal Prepayments received in respect of the Mortgage Loans
(other than a Specially Serviced Loan) during the related Collection Period, and
(y) the aggregate of (A) that portion of its Servicing Fees that is being paid
in such Collection Period with respect to the Mortgage Loans (other than a
Specially Serviced Loan) and (B) all Prepayment Interest Excess received during
the related Collection Period on the Mortgage Loans (other than a Specially
Serviced Loan); provided, however, that the rights of the Certificateholders to
offset of the aggregate Prepayment Interest Shortfalls shall not be cumulative.
Notwithstanding the previous sentence, if any Mortgage Loan (other than a
Specially Serviced Loan) has been subject to a Principal Prepayment and a
Prepayment Interest Shortfall as a result of (i) the payment of insurance
proceeds or condemnation proceeds, (ii) subsequent to a default under the
related Mortgage Loan Documents (provided that the applicable Master Servicer
reasonably believes that acceptance of such prepayment is consistent with the
Servicing Standard), (iii) pursuant to applicable law or a court order, the
portion of the Servicing Fee described in clause (A) of the preceding sentence
shall be limited to that portion of its Servicing Fees computed at a rate of
0.02% per annum and paid in such Collection Period with respect to the Mortgage
Loans serviced by it (other than Specially Serviced Loans).
(d) Each Master Servicer shall, as to each Mortgage Loan or Serviced
Whole Loan that is secured by the interest of the related Borrower under a
ground lease, promptly (and in any event within 60 days) after the Closing Date
notify the related ground lessor of the transfer of such Mortgage Loan or
Serviced Whole Loan to the Trust pursuant to this Agreement and inform such
ground lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to the applicable Master Servicer.
(e) Each Master Servicer shall, to the extent consistent with the
Servicing Standard and permitted by the related Loan Documents, not apply any
funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in
the form of a holdback, earnout reserve, cash trap or other similar feature) to
the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an
event of default or imminent event of default with respect to such Mortgage Loan
or Serviced Whole Loan. Prior to an event of default or imminent event of
default any such amounts described in the immediately preceding sentence shall
be held by the applicable Master Servicer as additional collateral for the
related Mortgage Loan or Serviced Whole Loan.
Section 3.20 Authenticating Agent. The Trustee may appoint an
Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Master Servicers and must be a
corporation organized and doing business under the laws of the United States of
America or any state, having a principal office and place of business in a state
and city acceptable to the Master Servicers, having a combined capital and
surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities. The Trustee shall serve as the initial Authenticating Agent and the
Trustee hereby accepts such appointment.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Depositor and
the Master Servicers. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice of termination to the
Authenticating Agent, the Depositor and the Master Servicers. Upon receiving a
notice of resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 3.20, the Trustee may appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicers and the
Depositor, and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent 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
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 3.20.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
compensation paid to the Authenticating Agent shall be an unreimbursable expense
of the Trustee.
Section 3.21 Appointment of Custodians. The Trustee shall be the
initial Custodian hereunder. The Trustee may appoint one or more Custodians to
hold all or a portion of the Mortgage Files on behalf of the Trustee and
otherwise perform the duties set forth in Article II, by entering into a
Custodial Agreement with any Custodian who is not the Trustee or the Depositor.
The Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. The Trustee shall not be liable for any act or
omission of the Custodian under the Custodial Agreement. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000, shall have a
long-term debt rating of at least "BBB" from S&P and "Baa" from Moody's and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File. Each Custodial Agreement may be amended only as provided in
Section 11.07. Any compensation paid to the Custodian shall be an unreimbursable
expense of the Trustee. If the Custodian is an entity other than the Trustee,
the Custodian shall maintain a fidelity bond in the form and amount that are
customary for securitizations similar to the securitization evidenced by this
Agreement. The Custodian shall be deemed to have complied with this provision if
one of its Affiliates has such fidelity bond coverage and, by the terms of such
fidelity bond, the coverage afforded thereunder extends to the Custodian. In
addition, the Custodian shall keep in force during the term of this Agreement a
policy or policies of insurance covering loss occasioned by the errors and
omissions of its officers and employees in connection with its obligations
hereunder in the form and amount that are customary for securitizations similar
to the securitization evidenced by this Agreement. All fidelity bonds and
policies of errors and omissions insurance obtained under this Section 3.21
shall be issued by a Qualified Insurer.
Section 3.22 [Reserved].
Section 3.23 Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts. Each Master Servicer shall administer each
Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in
accordance with the related Mortgage or Loan Agreement, Cash Collateral Account
Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans it is
servicing.
Section 3.24 Property Advances. (a) Each Master Servicer (or, to the
extent provided in Section 3.24(c), the Trustee) to the extent specifically
provided for in this Agreement, shall make any Property Advances as and to the
extent otherwise required pursuant to the terms hereof with respect to the
Mortgage Loans or Serviced Whole Loans that it is servicing. For purposes of
distributions to Certificateholders and compensation to the Master Servicers,
the Special Servicer or the Trustee, Property Advances shall not be considered
to increase the Stated Principal Balance of any Mortgage Loan, notwithstanding
that the terms of such Mortgage Loan so provide.
(b) Notwithstanding anything in this Agreement to the contrary, the
Special Servicer shall give the applicable Master Servicer not less than five
Business Days' written notice with respect to any Property Advance to be made on
any Specially Serviced Loan, before the date on which the applicable Master
Servicer is required to make such Property Advance with respect to such
Specially Serviced Loan or REO Loan; provided, however, that the Special
Servicer shall be required to provide the applicable Master Servicer with only
two Business Days' written notice in respect of Property Advances required to be
made on an urgent or emergency basis (which may include, without limitation,
Property Advances required to make tax or insurance payments). In addition, in
the event that the Property Advance must be made sooner than the two Business
Days referred to in the previous sentence, the Special Servicer may make such
Property Advances on an emergency basis with respect to any Specially Serviced
Loan or REO Loan.
(c) The applicable Master Servicer shall notify the Trustee in
writing promptly upon, and in any event within one Business Day after, becoming
aware that it will be unable to make any Property Advance required to be made
pursuant to the terms hereof, and in connection therewith, shall set forth in
such notice the amount of such Property Advance, the Person to whom it is to be
paid, and the circumstances and purpose of such Property Advance, and shall set
forth therein information and instructions for the payment of such Property
Advance, and, on the date specified in such notice for the payment of such
Property Advance, or, if the date for payment has passed or if no such date is
specified, then within five Business Days following such notice, the Trustee,
subject to the provisions of Section 3.24(d), shall pay the amount of such
Property Advance in accordance with such information and instructions.
(d) The Special Servicer shall promptly furnish any party required
to make Property Advances hereunder with any information in its possession
regarding the Specially Serviced Loans and REO Properties as such party required
to make Property Advances may reasonably request for purposes of making
recoverability determinations. Any request by the Special Servicer that the
applicable Master Servicer make a Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is
not a Nonrecoverable Property Advance.
Notwithstanding anything herein to the contrary, no Property Advance
shall be required hereunder if the Person otherwise required to make such
Property Advance determines that such Property Advance would, if made,
constitute a Nonrecoverable Property Advance. In addition, a Master Servicer
shall not make any Property Advance to the extent that it has received written
notice that the Special Servicer has determined that such Property Advance
would, if made, constitute a Nonrecoverable Property Advance. In making such
recoverability determination, such Person will be entitled to (i) give due
regard to the existence of any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans, the recovery of
which, at the time of such consideration, is being deferred or delayed by the
applicable Master Servicer, the Special Servicer or the Trustee, as applicable,
in light of the fact that proceeds on the related Mortgage Loan are a source of
recovery not only for the Property Advance under consideration, but also as a
potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount which is being or may be deferred or delayed and (ii)
consider (among other things) the obligations of the Borrower under the terms of
the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) as
it may have been modified, (iii) 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
applicable Servicing Standard in the case of the applicable Master Servicer or
the Special Servicer) regarding the possibility and effects of future adverse
changes with respect to such Mortgaged Properties, (iv) estimate and consider
(consistent with the Servicing Standard in the case of the applicable Master
Servicer or the Special Servicer) (among other things) future expenses and (v)
estimate and consider (among other things) the timing of recoveries.
The applicable Master Servicer, the Special Servicer and the
Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
Property Advances for purposes of nonrecoverability determinations as if such
Unliquidated Advances were unreimbursed Property Advances. If an Appraisal of
the related Mortgaged Property shall not have been obtained within the prior 12
month period (and the applicable Master Servicer and the Trustee shall each
request any such appraisal from the Special Servicer prior to ordering an
Appraisal pursuant to this sentence) or if such an Appraisal shall have been
obtained but as a result of unforeseen occurrences, such Appraisal does not, in
the good faith determination of the applicable Master Servicer, the Special
Servicer or the Trustee, reflect current market conditions, and the applicable
Master Servicer or the Trustee, as applicable, and the Special Servicer cannot
agree on the appropriate downward adjustment to such Appraisal, the applicable
Master Servicer, the Special Servicer or the Trustee, as the case may be, may,
subject to its reasonable and good faith determination that such Appraisal will
demonstrate the nonrecoverability of the related Advance, obtain an Appraisal
for such purpose at the expense of the Trust Fund (and, in the case of any
Serviced Whole Loan, first of the related Serviced B Loan Noteholders, if any,
and second, to the extent such expense remains unpaid, of the Mortgage Loan.
Any determination by a Master Servicer, the Special Servicer or the
Trustee that it has made a Nonrecoverable Property Advance or that any proposed
Property Advance, if made, would constitute a Nonrecoverable Property Advance
shall be evidenced in the case of such Master Servicer or the Special Servicer
by a certificate of a Servicing Officer delivered to the other, to the other
Master Servicer, to the Trustee and the Depositor and, in the case of the
Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to
the Depositor, the Master Servicers and the Special Servicer, which in each case
sets forth such nonrecoverability determination and the considerations of the
applicable Master Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis of such determination (such certificate accompanied by, to the
extent available, income and expense statements, rent rolls, occupancy status,
property inspections and other information used by the applicable Master
Servicer, the Special Servicer or the Trustee, as applicable, to make such
determination, together with any existing Appraisal or any Updated Appraisal);
provided, however, that the Special Servicer may, at its option, make a
determination in accordance with the Servicing Standard, that any Property
Advance previously made or proposed to be made is nonrecoverable and shall
deliver to such Master Servicer and the Trustee notice of such determination.
Any such determination shall be conclusive and binding on the applicable Master
Servicer, the Special Servicer and the Trustee.
Any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person's determination
that a Property Advance is a Nonrecoverable Advance) and (consistent with the
applicable Servicing Standard in the case of the applicable Master Servicer or
the Special Servicer) may obtain, at the expense of the Trust (and, in the case
of any Serviced Whole Loan, first of the related Serviced B Loan Noteholders, if
any, and second, to the extent such expense remains unpaid, of the Trust Fund),
any analysis, Appraisals or market value estimates or other information for such
purposes. Absent bad faith, any such determination as to the recoverability of
any Property Advance shall be conclusive and binding on the Certificateholders
and the Serviced Companion Loan Noteholders.
Notwithstanding the above, (i) the Trustee shall be entitled to rely
conclusively on any determination by the applicable Master Servicer or the
Special Servicer, as applicable, that a Property Advance, if made, would be a
Nonrecoverable Property Advance and (ii) the applicable Master Servicer will be
entitled to rely conclusively on any nonrecoverability determination of the
Special Servicer. The Trustee, in determining whether or not a Property Advance
previously made is, or a proposed Property Advance, if made, would be, a
Nonrecoverable Property Advance shall be subject to the standards applicable to
the applicable Master Servicer hereunder.
With respect to the payment of insurance premiums and delinquent tax
assessments, in the event that a Master Servicer determines that a Property
Advance of such amounts would constitute a Nonrecoverable Advance, such Master
Servicer shall deliver notice of such determination to the Trustee and the
Special Servicer. Upon receipt of such notice, the Special Servicer shall
determine (with the reasonable assistance of such Master Servicer) whether the
payment of such amount (i) is necessary to preserve the related Mortgaged
Property and (ii) would be in the best interests of the Certificateholders and,
in the case of any Serviced Companion Loans, the related Serviced Companion Loan
Noteholders, as a collective whole. If the Special Servicer determines that the
payment of such amount (i) is necessary to preserve the related Mortgaged
Property and (ii) would be in the best interests of the Certificateholders and,
in the case of any Serviced Companion Loans, the related Serviced Companion Loan
Noteholders, the Special Servicer shall direct the applicable Master Servicer in
writing to make such payment and such Master Servicer shall make such payment,
to the extent of available funds, from amounts in its Collection Account or, if
a Serviced Whole Loan is involved, from amounts in the applicable Serviced Whole
Loan Collection Account.
Notwithstanding anything to the contrary contained in this Section
3.24, a Master Servicer may elect (but shall not be required) to make a payment
out of its Collection Account to pay for certain expenses specified in this
sentence notwithstanding that such Master Servicer has determined that a
Property Advance with respect to such expenditure would be a Nonrecoverable
Property Advance (unless, with respect to Specially Serviced Loans or REO Loans,
the Special Servicer has notified the applicable 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 applicable Master Servicer determines in accordance
with the Servicing Standard (as evidenced by a certificate of a Servicing
Officer delivered to the Trustee) that making such expenditure is in the best
interests of the Certificateholders (and, in the case of a Serviced Whole Loan,
the related Serviced Companion Loan Noteholders), all as a collective whole. The
applicable Master Servicer may elect to obtain reimbursement of Nonrecoverable
Property Advances from the Trust Fund in accordance with Section 3.06.
(e) Each Master Servicer, the Special Servicer and/or the Trustee,
as applicable, shall be entitled to the reimbursement of Property Advances made
by any of them to the extent permitted pursuant to Section 3.06, if applicable,
of this Agreement, together with any related Advance Interest Amount in respect
of such Property Advances, and each Master Servicer, the Special Servicer and
the Trustee each hereby covenants and agrees to promptly seek and effect the
reimbursement of such Property Advances from the related Borrowers to the extent
permitted by applicable law and the related Loan Documents.
Section 3.25 Appointment of Special Servicer. (a) LNR Partners, Inc.
is hereby appointed as the initial Special Servicer to service each Specially
Serviced Loan.
(b) The Directing Certificateholder shall be entitled to remove (at
its own expense if such removal is without cause) the Special Servicer with or
without cause and to appoint a successor Special Servicer with respect to all of
the Specially Serviced Loans (including each Specially Serviced Loan that is a
Serviced Whole Loan); provided, that in the event that the Directing
Certificateholder is not the Controlling Class Representative, such Directing
Certificateholder may only terminate and appoint a replacement Special Servicer
with respect to the applicable Serviced Whole Loan. If there is a Special
Servicer Event of Default, the Special Servicer shall be removed and replaced
pursuant to Sections 7.01(c) and 7.02. The Trustee shall, promptly after
receiving any such removal notice, so notify each Rating Agency. If the
replacement designated in such notice is consented to by the Trustee (such
consent not to be unreasonably withheld), the termination of the Special
Servicer and appointment of a successor Special Servicer pursuant to this
Section 3.25(b) shall not be effective until (i) each Rating Agency confirms to
the Trustee in writing that such appointment, in and of itself, would not cause
a downgrade, qualification or withdrawal of the then-current ratings assigned to
any Class of Certificates, (ii) the successor special servicer has assumed all
of its responsibilities, duties and liabilities hereunder pursuant to a writing
reasonably satisfactory to the Trustee and (iii) receipt by the Trustee of an
Opinion of Counsel to the effect that (x) the designation of such replacement to
serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement and (z) this Agreement
will be enforceable against such replacement in accordance with its terms. Any
successor Special Servicer shall make the representations and warranties
provided for in Section 2.04(b) mutatis mutandis. In addition, any replacement
Special Servicer that will service any Serviced Whole Loan shall meet any
requirements specified in the related Co-Lender Agreement.
The existing Special Servicer shall be deemed to have been removed
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that the Special Servicer removed pursuant to this
Section shall be entitled to receive, and shall have received, all amounts
accrued or owing to it under this Agreement on or prior to the effective date of
such resignation and it shall continue to be entitled to any rights that accrued
prior to the date of such resignation (including the right to receive all fees,
expenses and other amounts accrued or owing to it under this Agreement, plus
interest at the Advance Rate with respect to any unpaid Property Advances made
by such Special Servicer with respect to periods prior to the date of such
removal and the right to receive any Workout Fee specified in Section 3.12(c) in
the event that the Special Servicer is terminated and any indemnification rights
that the Special Servicer is entitled to pursuant to Section 6.03(a))
notwithstanding any such removal. Such removed Special Servicer shall cooperate
with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including without limitation the transfer within two Business Days to
the successor Special Servicer for administration by it of all cash amounts that
are thereafter received with respect to the Mortgage Loans.
(c) The appointment of any such successor Special Servicer shall not
relieve the Master Servicers or the Trustee of their respective obligations to
make Advances as set forth herein; provided, however, the Master Servicers shall
not be liable for any actions or any inaction of such successor Special
Servicer. Any termination fee payable to the terminated Special Servicer (and it
is acknowledged that there is no such fee payable in the event of a termination
for breach of this Agreement) shall be paid by the Certificateholders or the
Directing Certificateholder, as applicable, so terminating the Special Servicer
and shall not in any event be an expense of the Trust Fund or any Serviced
Companion Loan Noteholder (unless such Serviced Companion Loan Noteholder is the
Directing Certificateholder).
Section 3.26 Transfer of Servicing Between Each Master Servicer and
the Special Servicer; Record Keeping; Asset Status Report. (a) Upon the
occurrence of any event specified in the definition of Specially Serviced Loan
with respect to any Mortgage Loan or Serviced Whole Loan of which the applicable
Master Servicer may notice, such Master Servicer shall immediately give notice
thereof to the Special Servicer, the Trustee, the related Mortgage Loan Seller,
the Controlling Class Certificateholders and, if applicable, the related
Serviced Companion Loan Noteholders and shall use its best efforts to provide
the Special Servicer with all information, documents (but excluding the original
documents constituting the Mortgage File) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by
the Special Servicer to enable it to assume its duties hereunder with respect
thereto without acting through a sub-servicer. The applicable Master Servicer
shall use its best efforts to comply with the preceding sentence within five
Business Days of the date such Mortgage Loan or Serviced Whole Loan becomes a
Specially Serviced Loan and in any event shall continue to act as applicable
Master Servicer and administrator of such Mortgage Loan or Serviced Whole Loan
until the Special Servicer has commenced the servicing of such Mortgage Loan or
Serviced Whole Loan, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence.
With respect to each Mortgage Loan or Serviced Whole Loan that becomes a
Specially Serviced Loan, the applicable Master Servicer shall instruct the
related Borrower to continue to remit all payments in respect of such Mortgage
Loan or Serviced Whole Loan to the applicable Master Servicer. Notwithstanding
the preceding sentence, with respect to each Mortgage Loan or Serviced Whole
Loan that becomes a Specially Serviced Loan, the Special Servicer may instruct
the related Borrower to remit all payments in respect of such Mortgage Loan or
Serviced Whole Loan to the Special Servicer, provided that the payee in respect
of such payments shall remain the applicable Master Servicer. The Special
Servicer shall remit to the applicable Master Servicer any such payments
received by it pursuant to the preceding sentence within one Business Day of
receipt. The applicable Master Servicer shall forward any notices it would
otherwise send to the Borrower of a Specially Serviced Loan to the Special
Servicer who shall send such notice to the related Borrower.
Upon determining that a Specially Serviced Loan has become a
Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the applicable Master Servicer, and upon giving such notice, such
Mortgage Loan or Serviced Whole Loan shall cease to be a Specially Serviced Loan
in accordance with the first proviso of the definition of Specially Serviced
Loan, the Special Servicer's obligation to service such Mortgage Loan or
Serviced Whole Loan shall terminate and the obligations of the applicable Master
Servicer to service and administer such Mortgage Loan or Serviced Whole Loan as
a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan
shall resume. In addition, if the related Borrower has been instructed, pursuant
to the preceding paragraph, to make payments to the Special Servicer, upon such
determination, the Special Servicer shall instruct the related Borrower to remit
all payments in respect of such Specially Serviced Loan directly to the
applicable Master Servicer.
(b) In servicing any Specially Serviced Loan, the Special Servicer
shall provide to the Custodian originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special Servicer) and copies
of any additional related Mortgage Loan information, including correspondence
with the related Borrower, and the Special Servicer shall promptly provide
copies of all of the foregoing to the applicable Master Servicer as well as
copies of any analysis or internal review prepared by or for the benefit of the
Special Servicer.
(c) Not later than two Business Days preceding each date on which
the Master Servicers are required to furnish a report under Section 3.13(a) to
the Trustee, the Special Servicer shall deliver to the Trustee, with a copy to
the Master Servicers, a written statement describing, on a loan by loan basis,
(i) the amount of all payments on account of interest received on each Specially
Serviced Loan, the amount of all payments on account of principal, including
Principal Prepayments, on each Specially Serviced Loan, the amount of Net
Insurance Proceeds and Net Liquidation Proceeds received with respect to each
Specially Serviced Loan, and the amount of net income or net loss, as determined
from 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 rental income
that does not constitute Rents from Real Property with respect to the REO
Property relating to each applicable Specially Serviced Loan, in each case in
accordance with Section 3.17 (it being understood and agreed that to the extent
this information is provided in accordance with Section 3.13(f), this Section
3.26(c) shall be deemed to be satisfied) and (ii) such additional information
relating to the Specially Serviced Loans as each Master Servicer or the Trustee
reasonably request, to enable it to perform its duties under this Agreement.
Such statement and information shall be furnished to the applicable Master
Servicer in writing and/or in such electronic media as is acceptable to such
Master Servicer.
(d) Notwithstanding the provisions of the preceding Section 3.26(c),
each Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing
and shall provide the Special Servicer with any information reasonably required
by the Special Servicer to perform its duties under this Agreement. The Special
Servicer shall provide the applicable Master Servicer with any information
reasonably required by such Master Servicer to perform its duties under this
Agreement.
(e) [Reserved.]
(f) No later than 30 days after a Mortgage Loan or a Serviced Whole
Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to
each Rating Agency, the Master Servicers, the Controlling Class Representative,
each related Serviced Companion Loan Noteholder, and upon request, the
Underwriters, a report (the "Asset Status Report") with respect to such Mortgage
Loan or Serviced Whole Loan and the related Mortgaged Property; provided,
however, the Special Servicer shall not be required to deliver an Asset Status
Report to the Controlling Class Representative if the Special Servicer and the
Controlling Class Representative are the same entity. Such Asset Status Report
shall set forth the following information to the extent reasonably determinable:
(i) date of transfer of servicing of such Mortgage Loan or Serviced
Whole Loan to the Special Servicer;
(ii) summary of the status of such Specially Serviced Loan and any
negotiations with the related Borrower;
(iii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the Servicing
Standard, 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 or Serviced Whole Loan and whether outside legal
counsel has been retained;
(iv) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
(v) the Special Servicer's recommendations on how such Specially
Serviced Loan might be returned to performing status (including the
modification of a monetary term, and any work-out, restructure or debt
forgiveness) and returned to the applicable Master Servicer for regular
servicing or foreclosed or otherwise realized upon (including any proposed
sale of a Defaulted Mortgage Loan or REO Property);
(vi) a copy of the last obtained Appraisal of the Mortgaged
Property; and
(vii) such other information as the Special Servicer deems relevant
in light of the Servicing Standard.
If within 10 Business Days of receiving an Asset Status Report, the
Controlling Class Representative (subject to Section 3.31 or 3.34, as
applicable) 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 such Special Servicer may not take any action
that is contrary to applicable law, this Agreement, the Servicing Standard
(taking into consideration the best interests of all the Certificateholders and,
with respect to any Serviced Whole Loan, the related Serviced Companion Loan
Noteholders, as a collective whole) or the terms of the applicable Loan
Documents. If the Controlling Class Representative disapproves such Asset Status
Report within such 10 Business Day period, the Special Servicer will revise such
Asset Status Report and deliver to the Controlling Class Representative, each
related Serviced Companion Loan Noteholder, the Rating Agencies and the
applicable Master Servicer a new Asset Status Report as soon as practicable, but
in no event later than 30 Business Days after such disapproval. The Special
Servicer shall revise such Asset Status Report as described above in this
Section 3.26(f) until the Controlling Class Representative fails to disapprove
such revised Asset Status Report in writing within 10 Business Days of receiving
such revised Asset Status Report or until the Special Servicer makes a
determination consistent with the Servicing Standard, that such objection is not
in the best interests of all the Certificateholders and the related Serviced
Companion Loan Noteholders, if applicable, as a collective whole. In any event,
if the Controlling Class Representative does not approve an Asset Status Report
within 60 Business Days from the first submission of an Asset Status Report, the
Special Servicer may act upon the most recently submitted form of Asset Status
Report where required to comply with the Servicing Standard. 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,
and in particular, shall modify and resubmit such Asset Status Report to the
Controlling Class Representative (with a copy to the Trustee) if (i) the
estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or
anticipated debt forgiveness varies materially from the amount on which the
original report was based or (ii) the related Borrower becomes the subject of
bankruptcy proceedings. 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 before the expiration of a 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 and, if any Serviced
Whole Loan is involved, the related Serviced Companion Loan Noteholders, as a
collective whole, and it has made a reasonable effort to contact the Controlling
Class Representative and, if any Serviced Whole Loan is involved, the related
Serviced Companion Loan Noteholders and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interests of all the
Certificateholders and, if any Serviced Whole Loan is involved, the related
Serviced Companion Loan Noteholders (as a collective whole) pursuant to the
Servicing Standard, and, upon making such determination, shall implement the
recommended action outlined in the Asset Status Report. The Asset Status Report
is not intended to replace or satisfy any specific consent or approval right
which the Controlling Class Representative may have. Notwithstanding the
foregoing, with respect to any Serviced Whole Loan, the Directing
Certificateholder (excluding, in the case of the Arrowhead Shopping Center Whole
Loan, the holder of the related Arrowhead Shopping Center B Loan) shall be
entitled to a comparable Asset Status Report and the related approval rights,
but the procedure and timing for approval by the Directing Certificateholder of
the related Asset Status Report shall be governed by the terms set forth in
Section 3.31 or 3.34 of this Agreement, as applicable to the related Serviced
Whole Loan.
The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and take such actions consistent with
the Servicing Standard 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 Standard, this Agreement, applicable law or the related Loan
Documents.
No direction of the Directing Certificateholder shall (a) require,
permit or cause the Special Servicer to violate the terms of a Specially
Serviced Loan, applicable law or any provision of this Agreement, including, but
not limited to, Section 3.09, Section 3.18, Section 3.20 and Section 3.29 and
the Special Servicer's obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of the Villas Parkmerced Loan REMIC,
the Lower-Tier REMIC and the Upper-Tier REMIC, or (b) result in the imposition
of a "prohibited transaction" or "contribution" tax under the REMIC Provisions,
or (c) expose the Master Servicers, the Special Servicer, the Depositor, the
Mortgage Loan Sellers, the Trust Fund, the Trustee 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 either Master
Servicer's responsibilities under this Agreement. The Special Servicer shall not
be required to follow any direction of the Directing Certificateholder described
in this paragraph.
(g) Each Master Servicer may, with the consent of the Directing
Certificateholder, effect two extensions of up to 6 months each of a Mortgage
Loan or Serviced Whole Loan that it is servicing with an original
term-to-maturity of 5 years or less; provided, however, that the related
Borrower is in default with respect to such Mortgage Loan or Serviced Whole Loan
or, in the judgment of the applicable Master Servicer, such default is
reasonably foreseeable. In addition, the Special Servicer may, subject to the
Servicing Standard and with the consent of the Directing Certificateholder,
extend the maturity of any Mortgage Loan or Serviced Whole Loan that is not, at
the time of such extension, a Specially Serviced Loan, in each case for up to
two years, subject to a limit of a total of four calendar years of extensions;
provided that a default on a Balloon Payment with respect to the subject
Mortgage Loan or Serviced Whole Loan shall have occurred.
Section 3.27 [Reserved].
Section 3.28 Limitations on and Authorizations of the Applicable
Master Servicer and Special Servicer with Respect to Certain Mortgage Loans. (a)
Prior to taking any action with respect to a Mortgage Loan or a Serviced Whole
Loan secured by Mortgaged Properties located in a "one-action" state, the
applicable Master Servicer or Special Servicer, as applicable, shall consult
with legal counsel, the fees and expenses of which shall be an expense of the
Trust Fund (and, in the case of any Serviced Whole Loan, first of the related
Serviced B Loan Noteholders, if any, and second, to the extent such expense
remains unpaid, from the applicable Serviced Whole Loan Collection Account from
amounts allocable to the related Mortgage Loan).
(b) Each Master Servicer shall send written notice to each Borrower
and the related Manager and clearing bank relating to a Mortgage Loan that it is
servicing that, if applicable, it and/or the Trustee has been appointed as the
"Designee" of the "Lender" under any related Lock-Box Agreement.
(c) [Reserved.]
(d) Each Master Servicer (together with its employees, officer and
directors) shall not utilize the proprietary and nonpublic information that it
becomes aware of in servicing the Mortgage Loans to render advice in connection
with, solicit, or otherwise participate in the refinancing of any Mortgage Loans
or Serviced Whole Loans (whether at maturity or otherwise, unless the related
Mortgage Loan Seller confirms in writing that it will not pursue the refinancing
of such Mortgaged Property). Neither a Master Servicer nor the Special Servicer
shall make its mortgage loan servicing system available to such Master
Servicer's or the Special Servicer's affiliates engaged in the commercial
mortgage origination business for the purpose of soliciting additional lending
business.
(e) Without limiting the obligations of the Master Servicers
hereunder with respect to the enforcement of a Borrower's obligations under the
related Loan Documents, each Master Servicer agrees that it shall, in accordance
with the Servicing Standard, enforce the provisions of the Loan Documents
relating to the Mortgage Loans that it is servicing with respect to the
collection of Prepayment Premiums and Yield Maintenance Charges.
(f) In the event that a Rating Agency shall charge a fee in
connection with providing confirmation hereunder that a proposed action will not
result in the downgrade, withdrawal, or qualification of any rating assigned to
any Class of Certificates, the applicable Master Servicer shall require the
related Borrower to pay such fee to the full extent permitted under the
applicable Loan Documents. In the event that such fee remains unpaid, such fee
shall be an expense of the Trust Fund (allocated as an Additional Trust Fund
Expense in the same manner as Realized Losses as set forth in Section 4.01(f);
provided that with respect to the Villas Parkmerced Whole Loan, such expenses
shall be allocated first to the Class VPM Certificates (and corresponding Class
VPM Lower-Tier Regular Interests and the Villas Parkmerced Loan REMIC Regular
Interests (other than the Class VPM-P Interest)) in reverse sequential order and
second, to the extent such expense remains unpaid, to the Villas Parkmerced
Pooled Trust Component), the costs of which may be advanced as a Property
Advance.
(g) The Midland Master Servicer shall, in accordance with the
Servicing Standard, enforce the right of the Trust to recover any amounts owed
by the Serviced Companion Loan Noteholders to the Trust Fund pursuant to the
related Co-Lender Agreement (but in the case of any Serviced B Loan, subject to
Section 1.03). The cost of such enforcement on behalf of the Trust shall be paid
and reimbursable as a Property Advance.
(h) With respect to a Mortgage Loan or Serviced Whole Loan with a
Stated Principal Balance equal to or greater than $20,000,000 to the extent not
inconsistent with the related Mortgage Loan or Serviced Whole Loan, a Master
Servicer shall not consent to a change of franchise affiliation with respect to
a Mortgaged Property or the property manager with respect to a Mortgaged
Property unless such Master Servicer obtains written confirmation from Moody's
and S&P that such consent would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates.
Section 3.29 Certain Rights and Obligations of the Special Servicer.
(a) In addition to its rights and obligations with respect to Specially Serviced
Loans, the Special Servicer has the right to approve any modification, whether
or not the applicable Mortgage Loan is a Specially Serviced Loan, to the extent
described under Section 3.30 (subject to Sections 3.31 or 3.34, as applicable)
and to approve any waivers of due-on-sale or due-on-encumbrance clauses as
described above under Section 3.09, whether or not the applicable Mortgage Loan
is a Specially Serviced Loan. With respect to non Specially Serviced Loans, each
Master Servicer shall notify the Special Servicer of any request for approval (a
"Request for Approval") received relating to the Special Servicer's
above-referenced approval rights and forward to the Special Servicer its written
recommendation, analysis and any other information or documents reasonably
requested by the Special Servicer (to the extent such information or documents
are in each such Master Servicer's possession). The Special Servicer shall have
10 Business Days (from the date that the Special Servicer receives the
information it requested from the applicable Master Servicer) to analyze and
make a recommendation with respect to a Request for Approval with respect to a
non Specially Serviced Loan and, immediately following such 10 Business Day
period, is required to notify the Controlling Class Representative of such
Request for Approval and its recommendation with respect thereto. Following such
notice, the Controlling Class Representative shall have five Business Days from
the date it receives the Special Servicer recommendation and any other
information it may reasonably request (or, with respect to any Serviced Whole
Loan, such longer time period as may be provided in the related Co-Lender
Agreement) to approve any recommendation of the Special Servicer relating to any
Request for Approval. In any event, if the Controlling Class Representative does
not respond to a Request for Approval within the required 5 Business Days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative and if the Special Servicer does not respond to a Request for
Approval within the required 15 Business Days, the applicable Master Servicer
may deem its recommendation approved by the Special Servicer. With respect to a
Specially Serviced Loan, the Special Servicer must notify the Controlling Class
Representative of any Request for Approval received relating to the Controlling
Class Representative's above-referenced approval rights and its recommendation
with respect thereto. The Controlling Class Representative shall have 10
Business Days (after receipt of all information reasonably requested) to approve
any recommendation of the Special Servicer relating to any such Request for
Approval. In any event, if the Controlling Class Representative does not respond
to any such Request for Approval within the required 10 Business Days, the
Special Servicer may deem its recommendation approved by the Controlling Class
Representative. Notwithstanding the foregoing, (i) with respect to any Serviced
Whole Loan, the Directing Certificateholder shall be entitled to a comparable
Request for Approval, but the procedure and timing for approval by the Directing
Certificateholder of the related Request for Approval shall be governed by the
terms set forth in the related Intercreditor Agreement and (ii) if the Special
Servicer determines that immediate action is necessary to protect the interests
of the Certificateholders (as a collective whole) it need not wait for a
response from the Controlling Class Representative.
(b) Neither the Master Servicers nor the Special Servicer shall be
required to take or refrain from taking any action pursuant to instructions from
the Directing Certificateholder that would cause any one of them to violate
applicable law, this Agreement, including the Servicing Standard, or the REMIC
Provisions.
(c) The applicable Master Servicer and the Special Servicer, as
applicable, shall discuss with the Controlling Class Representative, on a
monthly basis, the performance of any Mortgage Loan or Serviced Whole Loan that
is a Specially Serviced Loan, which is delinquent, has been placed on a "Watch
List" or has been identified by such Master Servicer or Special Servicer as
exhibiting deteriorating performance.
Section 3.30 Modification, Waiver, Amendment and Consents. (a)
Subject to Sections 3.29, 3.30(n), 3.31, 3.32 and 3.34, the applicable Master
Servicer or the Special Servicer, as applicable, may agree to any modification,
waiver or amendment of any term of, forgive or defer interest on and principal
of, capitalize interest on, permit the release, addition or substitution of
collateral securing any Mortgage Loan and/or permit the release of the Borrower
on or any guarantor of any Mortgage Loan and/or permit any change in the
management company or franchise with respect to any Mortgaged Property without
the consent of the Trustee, any Certificateholder (other than the Directing
Certificateholder), to the extent provided in Section 3.26, subject, however, to
each of the following limitations, conditions and restrictions:
(i) other than as provided in Sections 3.03 and 3.09 and except with
respect to any Penalty Charges that the applicable Master Servicer or
Special Servicer, as applicable, may be entitled to as additional
compensation under this Agreement, neither the applicable Master Servicer
nor the Special Servicer shall agree to any modification, waiver or
amendment of any term of, or take any of the other acts referenced in this
Section 3.30(a) (and, with respect to the Serviced Whole Loans, Section
3.31, 3.32 or 3.34, as applicable) with respect to, any Mortgage Loan or
Serviced Whole Loan, as applicable, that would affect the amount or timing
of any related payment of principal, interest or other amount payable
thereunder or, in the applicable Master Servicer's or the Special
Servicer's, as applicable, good faith and reasonable judgment, in
accordance with the Servicing Standard, materially impair the security for
such Mortgage Loan or Serviced Whole Loan, as applicable, or reduce the
likelihood of timely payment of amounts due thereon or materially alter,
substitute or increase the security for such Mortgage Loan or Serviced
Whole Loan, as applicable (other than the alteration or construction of
improvements thereon), or any guaranty or other credit enhancement with
respect thereto (other than the substitution of a similar commercially
available credit enhancement contract); provided, however, that the
Special Servicer may agree to any modification, waiver or amendment of any
term of, or take any of the other acts referenced in this Section 3.30(a)
(and, with respect to the Serviced Whole Loans, Section 3.31, 3.32 or
3.34, as applicable) with respect to a Specially Serviced Loan that would
have any such effect, but only if, in the Special Servicer's reasonable
and good faith judgment, in accordance with the Servicing Standard, a
material default on such Specially Serviced Loan has occurred or a default
in respect of payment on such Specially Serviced Loan is reasonably
foreseeable, and such modification, waiver, amendment or other action is
reasonably likely to produce a greater recovery to Certificateholders
(and, in the case of any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders), on a present value basis, than would
liquidation. Any such action taken by the Special Servicer shall be
accompanied by an Officers' Certificate to such effect and to which is
attached the present value calculation which establishes the basis for
such determination, a copy of which shall be delivered to the Trustee and
to the Rating Agencies;
(ii) the Special Servicer may not extend the Maturity Date of any
Specially Serviced Loan beyond the date that is the date occurring later
than the earlier of (A) two years prior to the Rated Final Distribution
Date and (B) in the case of a Specially Serviced Loan secured by the
related Borrower's interest in a ground lease, the date that is 20 years
prior to the expiration date of such ground lease (or 10 years prior to
the expiration date of such lease with the consent of the Directing
Certificateholder if the Special Servicer gives due consideration to the
remaining term of such ground lease);
(iii) the Special Servicer may not agree to or permit any
modification, waiver or amendment of any term of any Mortgage Loan or
Serviced Loan Combination that is not in default or with respect to which
default is not reasonably foreseeable unless it provides the Trustee with
an opinion of counsel (at the expense of the related Borrower or such
other person requesting such modification or, if such expense cannot be
collected from the related Borrower or such other person, to be paid by
the Master Servicer as a Servicing Advance) to the effect that the
contemplated waiver, modification or amendment (A) would not be a
"significant modification" of such Mortgage Loan within the meaning of
Treasury Regulations Section 1.860G 2(b) and (B) will not cause (x) any of
the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any of
the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC to be subject to any tax under the REMIC Provisions;
(iv) neither the Master Servicers nor the Special Servicer shall
permit any Borrower to add or substitute any collateral for an outstanding
Mortgage Loan or Serviced Whole Loan, which collateral constitutes real
property, unless (A) the applicable Master Servicer or the Special
Servicer, as applicable, shall have first determined, in its reasonable
and good faith judgment, in accordance with the Servicing Standard, based
upon a Phase I environmental assessment (and such additional environmental
testing as the applicable Master Servicer or the Special Servicer, as
applicable, deems necessary and appropriate) prepared by an Independent
Person who regularly conducts environmental assessments (and such
additional environmental testing), at the expense of the related Borrower,
that such additional or substitute collateral is in compliance with
applicable environmental laws and regulations and that there are no
circumstances or conditions present with respect to such new collateral
relating to the use, management or disposal of any Hazardous Materials for
which investigation, testing, monitoring, containment, clean-up or
remediation would be required under any then-applicable environmental laws
and/or regulations, and (B) such addition and/or substitution would not
result in the downgrade, qualification or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed
in writing by each Rating Agency at the expense of the related Borrower);
and
(v) neither the applicable Master Servicer nor the Special Servicer
shall release or substitute any collateral securing an outstanding
Performing Mortgage Loan except as provided in Section 3.10(i) and except
in the case of a release where (A) the use of the collateral to be
released will not, in such Master Servicer's or the Special Servicer's, as
applicable, good faith and reasonable judgment, materially and adversely
affect the net operating income being generated by or the use of the
related Mortgaged Property, (B) except in the case of the release of
non-material parcels, there is a corresponding principal paydown of such
Mortgage Loan or Serviced Whole Loan in an amount at least equal to, or a
delivery of substitute collateral with an appraised value at least equal
to, the appraised value of the collateral to be released, (C) the
remaining Mortgaged Property and any substitute collateral is, in such
Master Servicer's or the Special Servicer's, as applicable, good faith and
reasonable judgment, adequate security for the remaining Mortgage Loan or
Serviced Whole Loan and (D) such release and/or substitution would not
result in the downgrade, qualification or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed
in writing by each Rating Agency);
provided that notwithstanding clauses (i) through (v) above, neither the
applicable Master Servicer nor the Special Servicer shall be required to oppose
the confirmation of a plan in any bankruptcy or similar proceeding involving a
Borrower if in its reasonable and good faith judgment such opposition would not
ultimately prevent the confirmation of such plan or one substantially similar.
Neither the applicable Master Servicer nor the Special Servicer shall extend the
Maturity Date on any Mortgage Loan except pursuant to Section 3.26(g) or this
Section 3.30(a) and with respect to a Serviced Whole Loan, Section 3.31, Section
3.32 or Section 3.34, as applicable, or as otherwise required under the related
Loan Documents.
(b) Neither the applicable Master Servicer nor the Special Servicer
shall have any liability to the Trust Fund, the Certificateholders or, if
applicable, Serviced Companion Loan Noteholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.30(a) is reasonably likely to produce a greater
recovery to Certificateholders and, if applicable, Serviced Companion Loan
Noteholders, as a collective whole, on a present value basis than would
liquidation, should prove to be wrong or incorrect, so long as the analysis and
determination were made on a reasonable basis in good faith and in accordance
with the Servicing Standard by the applicable Master Servicer or the Special
Servicer, as applicable, and such Master Servicer or the Special Servicer, as
applicable, was not negligent in ascertaining the pertinent facts.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders or, if applicable, Serviced Companion Loan Noteholders, be
added to the unpaid principal balance of the related Mortgage Loan or Serviced
Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced
Whole Loan or such modification, waiver or amendment so permit.
(d) Except for waivers of penalty charges and notice periods, all
material modifications, waivers and amendments of the Mortgage Loans or any
Serviced Whole Loan entered into pursuant to this Section 3.30 (and, with
respect to the Serviced Whole Loans, Section 3.31, Section 3.32 or Section 3.34,
as applicable) shall be in writing.
(e) The applicable Master Servicer or the Special Servicer, as
applicable, shall notify the Trustee in writing, of any modification, waiver,
material consent or amendment of any term of any Mortgage Loan or Serviced Whole
Loan and the date thereof, and shall deliver to the Custodian for deposit in the
related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, material consent or amendment, promptly (and in any event
within 10 Business Days) following the execution thereof.
(f) The applicable Master Servicer or the Special Servicer may
(subject to the Servicing Standard), as a condition to granting any request by a
Borrower for consent, modification, waiver or indulgence or any other matter or
thing, the granting of which is within its discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Serviced
Whole Loan and is permitted by the terms of this Agreement and applicable law,
require that such Borrower pay to it (i) as additional servicing compensation, a
reasonable and customary fee for the additional services performed in connection
with such request (provided that the charging of such fee would not constitute a
"significant modification" of the related Mortgage Loan or Serviced Whole Loan,
within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any
related costs and expenses incurred by it. In no event shall the applicable
Master Servicer or the Special Servicer be entitled to payment for such fees or
expenses unless such payment is collected from the related Borrower.
(g) The Directing Certificateholder shall have the rights set forth
in Sections 3.26 and 3.29 hereof with respect to any modification, waiver,
amendment or other action contemplated by Section 3.30(a) (and with respect to a
Serviced Whole Loan, the rights set forth in Section 3.31, Section 3.32 or
Section 3.34, as applicable). The Controlling Class Representative shall have no
duty to act in the interests of any Class other than the Controlling Class.
(h) Notwithstanding the foregoing, the Master Servicers shall not
permit the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan (or any portion thereof) or Serviced Whole Loan,
if any, unless such defeasance complies with Treasury Regulations Section
1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(f).
(i) Notwithstanding anything herein or in the related Loan Documents
to the contrary, the applicable Master Servicer may permit the substitution of
direct, non-callable "government securities" within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, or any other securities 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 any
portion thereof) or Serviced Whole Loan in lieu of the defeasance collateral
specified in the related Loan Documents or, if applicable, the Serviced Whole
Loan; provided that, the applicable Master Servicer reasonably determines that
allowing their use would not cause a default or event of default under the
related Loan Documents to become reasonably foreseeable and such Master Servicer
receives an Opinion of Counsel (at the expense of the Borrower to the extent
permitted under the Loan Documents) to the effect that such use would not be and
would not constitute a "significant modification" of such Mortgage Loan or
Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise endanger the status of the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or result in the imposition
of a tax upon the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC, 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") and provided,
further, that the requirements set forth in Section 3.09(f) are satisfied.
(j) If required under the related Loan Documents or if otherwise
consistent with the Servicing Standard, the applicable Master Servicer shall
establish and maintain one or more accounts (the "Defeasance Accounts"), into
which all payments received by such 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
Loan Documents. Each Defeasance Account shall at all times be an Eligible
Account. Notwithstanding the foregoing, in no event shall the applicable Master
Servicer permit such amounts (other than a nominal amount) to be maintained in
the Defeasance Account for a period in excess of 120 days, unless such amounts
are reinvested by such Master Servicer in "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities 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
applicable Master Servicer shall deposit all payments received by it from
defeasance collateral substituted for any Mortgaged Property into its Collection
Account or, if the Serviced Whole Loan is involved, the Serviced Whole Loan
Collection Account and treat any such payments as payments made on the Mortgage
Loan or Serviced Whole Loan, as applicable, in advance of its Due Date in
accordance with clause (a) of the definition of Principal Distribution Amount,
and not as a prepayment of the related Mortgage Loan or Serviced Companion Loan.
Notwithstanding anything herein to the contrary, in no event shall the
applicable Master Servicer permit such amounts to be maintained in its
Collection Account or, if the Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account for a period in excess of 365 days.
(k) In the event the applicable Master Servicer or Special Servicer
determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder would cause such Master Servicer or
Special Servicer, as applicable, to violate applicable law, the terms of the
applicable Loan Documents, the REMIC Provisions or the terms of this Agreement,
including without limitation, the Servicing Standard, the applicable Master
Servicer or Special Servicer shall disregard such refusal to consent or advice
and notify the Directing Certificateholder, the Trustee and the Rating Agencies
of its determination, including a reasonably detailed explanation of the basis
therefor.
(l) Any modification, waiver or amendment of or consents or
approvals relating to a Mortgage Loan or Serviced Whole Loan that is a Specially
Serviced Loan or REO Loan shall be performed by the Special Servicer and not the
Master Servicers, and to the extent provided in this Agreement and/or the
applicable Co-Lender Agreement, shall be subject to the consent of the Directing
Certificateholder or the Controlling Class Representative, as applicable.
(m) With respect to a defeasance of Mortgage Loan originated or
acquired by GACC, to the extent the related Loan Documents provide that the
originator of such Mortgage Loan has the right to establish or designate the
successor borrower and to purchase or cause to be purchased the related
defeasance collateral ("GACC Defeasance Rights and Obligations"), the Midland
Master Servicer shall provide, upon receipt of notice of request to cause a
defeasance of such Mortgage Loan, written notice of such defeasance to GACC or
its assignee. Until such time as GACC provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with GACC Defeasance Rights and
Obligations shall be delivered to CDHC, LLC, c/o Defeasance Holding Company,
LLC, 11121 Carmel Commons Blvd., Suite 250, Charlotte, North Carolina 28226,
Attention: Legal Department, Tel: (704) 731-6252; Fax: (704) 759-9156.
(n) For any Mortgage Loan and Serviced Whole Loan (other than a
Specially Serviced Loan), subject to the rights of the Special Servicer set
forth in this Section 3.30, and further subject to the rights of the Directing
Certificateholder set forth herein, including in Sections 3.31, 3.32 and 3.34
and, with respect to any Serviced Whole Loan, further subject to the rights of
the related Serviced B Loan Noteholder(s) under the related Co-Lender Agreement,
the applicable Master Servicer, without the consent of the Special Servicer or
the Directing Certificateholder, as applicable, shall be responsible for any
request by a Mortgagor for the consent or approval of the mortgagee with respect
to:
(i) approving routine leasing activity with respect to any lease for
less than the lesser of (A) 15,000 square feet and (B) 20% of the related
Mortgaged Property; provided that (1) no subordination, non-disturbance
and attornment agreement (an "SNDA") exists with respect to such lease and
(2) no such lease is a Ground Lease; and provided further that, except in
the case of the PNC Mortgage Loans (but only up to the limits specified in
clauses (A) and (B) above), the applicable Master Servicer shall not grant
or approve (but shall forward to the Special Servicer for its approval)
any request for (or any waiver, consent, approval, amendment or
modification in connection with) an SNDA or approval of a lease that
contains an SNDA;
(ii) approving any waiver affecting the timing of receipt of
financial statements from any Borrower; provided that such financial
statements are delivered no less than quarterly and within 60 days of the
end of the calendar quarter;
(iii) approving annual budgets for the related Mortgaged Property;
provided that no such budget (A) provides for the payment of operating
expenses in an amount equal to more than 110% of the amounts budgeted
therefor for the prior year or (B) provides for the payment of any
material expenses to any affiliate of the Borrower (other than the payment
of a management fee to any property manager if such management fee is no
more than the management fee in effect on the Cut-off Date);
(iv) subject to other restrictions herein regarding Principal
Prepayments, waiving any provision of a Mortgage Loan requiring a
specified number of days notice prior to a Principal Prepayment;
(v) approving modifications, consents or waivers (except as provided
for in Sections 3.30(a)(i)-(v)) in connection with a defeasance permitted
by the terms of the related Mortgage Loan or Serviced Whole Loan if the
applicable Master Servicer receives an Opinion of Counsel (which Opinion
of Counsel shall be an expense of the Borrower) to the effect that such
modification, waiver or consent would not cause any Trust REMIC to fail to
qualify as a REMIC under the Code or result in a "prohibited transaction"
under the REMIC Provisions;
(vi) approving consents with respect to non-material rights-of-way
and non-material easements and consent to subordination of the related
Mortgage Loan or Serviced Whole Loan to such non-material rights-of-way or
easements; and
(vii) any non-material modifications, waivers or amendments not
provided for in clauses (i) through (vi) above, which are necessary to
cure any ambiguities or to correct scrivener's errors in the terms of the
related Mortgage Loan.
provided, however, in the case of any Serviced Whole Loan, the Midland Master
Servicer shall provide written notice of such action to the related Serviced B
Loan Noteholder(s); and provided, further, that the applicable Master Servicer
shall promptly notify the Special Servicer of any requests not subject to this
Section 3.30(n) for which the Special Servicer is responsible pursuant to this
Section 3.30 and shall deliver to the Special Servicer (which delivery may be by
electronic transmission in a format acceptable to such Master Servicer and
Special Servicer) a copy of the request, and all information in the possession
of such Master Servicer that the Special Servicer may reasonably request related
thereto. For the avoidance of doubt, and without limiting the generality of the
foregoing, any request for the disbursement of earnouts or holdback amounts with
respect to any Mortgage Loan listed on Exhibit X received by the applicable
Master Servicer shall be submitted to the Special Servicer for approval (which
approval shall be deemed given if the request is not denied by the Special
Servicer in writing to the applicable Master Servicer within ten (10) Business
Days of the Special Servicer's receipt of such request). For purposes of this
Agreement, "disbursement of earnouts or holdback amounts" shall mean the
disbursement or funding to a borrower of previously unfunded, escrowed or
otherwise reserved portions of the loan proceeds of the applicable Mortgage Loan
until certain conditions precedent thereto relating to the satisfaction of
performance-related criteria (i.e., project reserve thresholds, lease-up
requirements, sales requirements, etc.), as set forth in the applicable loan
documents, have been satisfied.
Section 3.31 Rights of Holders of the Villas Parkmerced Whole Loan;
Rights of the Holders of the Class VPM Certificates. (a) The Midland Master
Servicer and Special Servicer acknowledge and agree that the Villas Parkmerced
Whole Loan is subject to the terms and provisions of the related Co-Lender
Agreement and each agrees to service the Villas Parkmerced Whole Loan in
accordance with the related Co-Lender Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of
expenses in accordance with the related Co-Lender Agreement and performing the
obligations of the "Note A Holder" thereunder. Notwithstanding anything to the
contrary in this Agreement, the Midland Master Servicer and Special Servicer
agree not to take any action with respect to the Villas Parkmerced Whole Loan or
the related Mortgaged Property without the prior consent of the applicable
Companion Loan Noteholder to the extent that the related Co-Lender Agreement
provides that such Companion Loan Noteholder is entitled or required to consent
to such action, to the extent any such action or inaction does not cause a
violation of the related Mortgage Loan Documents, applicable law or the
Servicing Standard, and to deliver such reports and summaries as required by the
related Co-Lender Agreement. Each of the Midland Master Servicer and Special
Servicer acknowledges and agrees that such Companion Loan Noteholder has the
right to cure certain defaults with respect to the related Mortgage Loan and to
purchase the related Mortgage Loan in each case pursuant to the terms and
conditions of the related Co-Lender Agreement.
Additionally, if at any time the Villas Parkmerced Mortgage Loan
becomes a Specially Serviced Loan and the Villas Parkmerced Mortgage Loan is
subject to a purchase option, as described under Section 11 of the Villas
Parkmerced Co-Lender Agreement, or a repurchase option, the holders of the
Villas Parkmerced B Loans will have the right to purchase from the purchasing
person the Villas Parkmerced Mortgage Loan at a price equal to the price paid
for the Villas Parkmerced Mortgage Loan by the purchasing person.
(b) Subject to the Villas Parkmerced Mortgage Loan Documents,
notwithstanding anything to the contrary contained herein (but subject to the
last paragraph of this Section 3.31(b)), (i) the Special Servicer shall be
required to consult with the Directing Certificateholder upon the occurrence of
any Villas Parkmerced Event of Default, to consider alternative actions
recommended by the Directing Certificateholder and to consult with the Directing
Certificateholder with respect to determinations made pursuant to Section 3.10
or Section 3.18 that require the consent of the Directing Certificateholder and
(ii) at any time (whether or not a Villas Parkmerced Event of Default has
occurred) the Midland Master Servicer and the Special Servicer shall be required
to (A) consult with the Directing Certificateholder (1) with respect to
proposals to take any significant action with respect to the Villas Parkmerced
Whole Loan and the related Mortgaged Property and to consider alternative
actions recommended by the Directing Certificateholder and (2) to the extent
that the related Villas Parkmerced Whole Loan documents grant the lender the
right to approve budgets for the related Mortgaged Property, prior to approving
any such budget and (B) prior to taking any of the actions set forth in Sections
6(b) and (c) of the Villas Parkmerced Co-Lender Agreement, to notify in writing
the Directing Certificateholder of any proposal to take any of such actions (and
to provide such Directing Certificateholder with such non-proprietary
information reasonably requested by such Directing Certificateholder as may be
necessary in the reasonable determination of such Directing Certificateholder in
order make a judgment, the expense of providing such information to be an
expense of the requesting party) and to receive the prior written approval of
such Directing Certificateholder (which approval may be withheld in its sole
discretion regarding actions under Section 6(c)) with respect to the actions set
forth in Sections 6(b) and (c) of the Villas Parkmerced Co-Lender Agreement;
provided, if the Directing Certificateholder fails to notify the Special
Servicer or the Midland Master Servicer, as applicable, of its approval or
disapproval of any such proposed action requiring its consent within ten
Business Days of delivery to the Directing Certificateholder by the Special
Servicer or the Midland Master Servicer, as applicable, of written notice of
such a proposed action, together with the information reasonably requested by
the Directing Certificateholder pursuant to this Section 3.31(b), such action by
the Special Servicer or Servicer, as applicable, shall be deemed to have been
approved by the Directing Certificateholder pursuant to the Co-Lender Agreement
and this Section 3.31(b).
In connection with any action or determination or proposed action or
determination by the Special Servicer referred to in this Section 3.31(b), the
Special Servicer shall prepare a summary of such proposed action or
determination and an analysis of whether or not such action is reasonably likely
to produce a greater recovery on a present value basis than not taking such
action or making such determination and shall provide to the Directing
Certificateholder such summary and such information as is in its possession or
control and is reasonably requested by the Directing Certificateholder as may be
necessary in the reasonable judgment of the Directing Certificateholder in order
make a determination with respect to each of the matters contained in this
Section 3.31(b) and in Sections 6(b) and (c) of the Villas Parkmerced Co-Lender
Agreement.
The Midland Master Servicer or Special Servicer shall provide to the
Directing Certificateholder by hard copy or by electronic means concurrently
with the delivery thereof to the related mortgagor, copies of any notice of a
Villas Parkmerced Event of Default and any other material notices sent to such
mortgagor or with respect to foreclosure or other exercise of remedies or
enforcement, modification or waiver with respect to the Villas Parkmerced Whole
Loan or the related Mortgaged Property.
Subject to the provisions of the Villas Parkmerced Co-Lender
Agreement, notwithstanding the foregoing, (i) if the Midland Master Servicer or
Special Servicer, as applicable, determines, in accordance with the Servicing
Standard, that immediate action is necessary to protect the interest of the
Certificateholders and the Villas Parkmerced B Loan Holders (as a collective
whole), then the Midland Master Servicer or Special Servicer, as applicable may
take any such action without waiting for the response of the holder of the
Villas Parkmerced B Loan, and (ii) in no event will the Master Servicer or the
Special Servicer to take any action at the request of a Villas Parkmerced B Loan
Holder or refrain from taking any action to the extent that the Midland Master
Servicer or the Special Servicer, as applicable, determines that taking such
action or refraining from taking such action would not be in accordance with the
Servicing Standard.
(c) The Midland Master Servicer or Special Servicer, as applicable,
shall provide to each Villas Parkmerced B Loan Noteholder any reports and
information related to the Villas Parkmerced Mortgage Loan, the Mortgaged
Property and/or the related Borrower required to be provided to Villas
Parkmerced B Loan Noteholders under the Villas Parkmerced Co-Lender Agreement.
Any such documents shall be provided in the time and manner set forth in Section
28 of the Villas Parkmerced Co-Lender Agreement and, to the extent permitted
under the Villas Parkmerced Co-Lender Agreement, the Master Servicer or Special
Servicer may require the related Villas Parkmerced B Loan Noteholder to cover
any costs and expenses incurred in connection with providing any such reports or
information.
Notwithstanding the foregoing, the Midland Master Servicer or
Special Servicer, as applicable, shall always comply with Sections 6(d), (e) and
(f) of the Villas Parkmerced Co-Lender Agreement.
(d) The cure rights of the holder of the Villas Parkmerced Mortgage
Loan set forth in Section 9 of the Villas Parkmerced Co-Lender Agreement may
also be exercised by any one or more Holders of Class VPM Certificates, subject
to the limitations set forth in the Villas Parkmerced Co-Lender Agreement. In
the event that such cure rights are exercised by Holders of more than one Class
of Class VPM Certificates, the Midland Master Servicer or Special Servicer, as
applicable, shall accept the cure from the Holder or Holders of the most
subordinate Class of Class VPM Certificates that is exercising cure rights (pro
rata (based on Certificate Balance) among the Holders of such Class exercising
cure rights), and shall return all funds tendered for cure from the Holders of
any other Class of Class VPM Certificates.
(e) Each Class VPM Certificateholder shall be entitled to avoid a
Class VPM Control Appraisal Event caused by application of an Appraisal
Reduction Amount upon satisfaction of the following (which must be completed
within 30 days of the receipt by such Class VPM Certificateholder that a Class
VPM Control Appraisal Event has occurred with respect to the applicable Class
VPM Certificate):
(i) such Class VPM Certificateholder shall have delivered, in the
amount specified in clause (ii) below, to the Midland Master Servicer or
the Special Servicer (in each case together with documentation reasonably
acceptable to the Midland Master Servicer or the Special Servicer to
create and perfect a security interest in favor of the Trustee, in such
collateral) either (x) cash collateral for the benefit of the Trust, and
acceptable to, the Midland Master Servicer or the Special Servicer, as the
case may be, or (y) an unconditional and irrevocable standby letter of
credit payable on sight demand (with the Trustee as beneficiary) issued by
a bank or other financial institutions the long-term unsecured debt
obligations of which are rated at least "AA" by S&P and "Aa2" by Moody's
or the short term obligations of which are rated at least "A-1+" by S&P
and "P-1" by Moody's (either (x) or (y), the "Control Retention
Collateral"), and
(ii) the amounts delivered pursuant to the immediately preceding
clause (i) shall be in an amount which, when added to the appraised value
of the Mortgaged Property as determined by the Special Servicer in
accordance with this Agreement, would cause the Class VPM Control
Appraisal Event not to occur.
If a letter of credit is initially furnished as Control Retention
Collateral and if the issuer thereof at any time no longer satisfies the
unsecured debt rating requirements set forth above (an "LOC Issuer Downgrade"),
the applicable Class VPM Certificateholder shall be required within thirty (30)
days of such event to replace such original letter of credit with a replacement
letter of credit from an issuer meeting the rating requirements or to post cash
collateral meeting the requirements set forth above. If the letter of credit is
not replaced (or cash collateral not delivered) within such time period, the
original letter of credit shall be drawn upon (and the initial letter of credit
must permit such draw) and the proceeds thereof shall be held as Control
Retention Collateral until such time as the letter of credit is replaced. In
addition, if a letter of credit is furnished as Control Retention Collateral,
the applicable Class VPM Certificateholder shall be required to renew such
letter of credit not later than 30 days prior to expiration thereof or to
replace such letter of credit with a substitute letter of credit or other
Control Retention Collateral with an expiration date that is greater than 45
days from the date of substitution. Any letter of credit shall provide that the
Midland Master Servicer or the Special Servicer, as the case may be, may draw
upon such letter of credit and hold the proceeds thereof as Control Retention
Collateral. A Class VPM Control Appraisal Event Cure shall continue until (i)
the required appraised value of the Mortgaged Property plus the value of the
Control Retention Collateral would not be sufficient to prevent a Class VPM
Control Appraisal Event from occurring with respect to the Class VPM
Certificateholder that provided the Control Retention Collateral or (ii) the
occurrence of a final recovery on the Mortgage Loan. If the appraised value of
the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid
the occurrence of a Control Appraisal Event with respect to the applicable Class
VPM Certificateholder without taking into consideration any Control Retention
Collateral previously delivered by such Class VPM Certificateholder, any Control
Retention Collateral held by the Midland Master Servicer or the Special Servicer
shall promptly be returned to such Class VPM Certificateholder (at such Holder's
sole expense). For avoidance of doubt, it is intended that no partial releases
of Control Retention Collateral shall be permitted.
(f) Upon the occurrence of a final recovery on the Mortgage Loan,
the Control Retention Collateral posted by each Class VPM Certificateholder
shall be available to reimburse each Certificateholder that is senior in
priority to the Class VPM Certificateholder that provided the Control Retention
Collateral (in the order of such priority) for any Realized Loss suffered by
each such Holder with respect to the Mortgage Loan after application of the net
proceeds of liquidation, in an amount not to exceed each the State Principal
Balance of such Class plus accrued and unpaid interest thereon at the applicable
interest rate, and all other costs reimbursable under this Agreement related to
the Mortgage Loan.
Any such Collateral Retention Collateral shall be an "outside
reserve fund" within the meaning of the REMIC Provisions, and shall be
beneficially owned by the related Class VPM Certificateholders who shall be
taxable on all income thereon and entitled to any reimbursement from the Trust
REMIC with respect thereto.
Section 3.32 Certain Intercreditor Matters Relating to the Whole
Loans. (a) With respect to the Serviced Whole Loans, except for those duties to
be performed by, and notices to be furnished by, the Trustee under this
Agreement, the Midland Master Servicer or the Special Servicer, as applicable,
shall perform such duties and furnish such notices, reports and information on
behalf of the Trust Fund as may be the obligation of the Trust under the related
Co-Lender Agreement.
(b) The Midland Master Servicer shall maintain a register (the
"Serviced Companion Loan Noteholder Register") on which the Midland Master
Servicer shall record the names and addresses of the Serviced Companion Loan
Noteholders and wire transfer instructions for such Serviced Companion Loan
Noteholders from time to time, to the extent such information is provided in
writing to the Midland Master Servicer by a Serviced Companion Loan Noteholder.
Each Serviced Companion Loan Noteholder has agreed to inform the Midland Master
Servicer of its name, address, taxpayer identification number and wiring
instructions (to the extent the foregoing information is not already contained
in the related Co-Lender Agreement) and of any transfer thereof (together with
any instruments of transfer).
In no event shall the Midland Master Servicer be obligated to pay
any party the amounts payable to a Serviced Companion Loan Noteholder hereunder
other than the Person listed as the applicable Serviced Companion Loan
Noteholder on the Serviced Companion Loan Noteholder Register. In the event that
a Serviced Companion Loan Noteholder transfers the related Serviced Companion
Loan without notice to the Midland Master Servicer, the Midland Master Servicer
shall have no liability whatsoever for any misdirected payment on such Serviced
Companion Loan and shall have no obligation to recover and redirect such
payment.
The Midland Master Servicer shall promptly provide the names and
addresses of any Serviced Companion Loan Noteholder to any party hereto, any
related B Loan Noteholder or any successor thereto upon written request, and any
such party or successor may, without further investigation, conclusively rely
upon such information. The Midland Master Servicer shall have no liability to
any Person for the provision of any such names and addresses.
(c) The Directing Certificateholder shall not owe any fiduciary duty
to the Trustee, the Midland Master Servicer, any Special Servicer, any
Certificateholder (including the Controlling Class Representative, if
applicable) or any noteholder of a Serviced Whole Loan, as applicable. The
Directing Certificateholder will not have any liability to the
Certificateholders (including the Controlling Class Representative, if
applicable) or any other noteholder of a Serviced Whole Loan, as applicable, for
any action taken, or for refraining from the taking of any action or the giving
of any consent, pursuant to this Agreement, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder will be deemed to have
confirmed its understanding that the Directing Certificateholder may take or
refrain from taking actions that favor the interests of the Directing
Certificateholder over the Certificateholders or such other noteholder of a
Serviced Whole Loan, as applicable, and that such Directing Certificateholder
may have special relationships and interests that conflict with the interests of
the Certificateholders or such other noteholder of a Serviced Whole Loan, as
applicable, and will be deemed to have agreed to take no action against such
Directing Certificateholder or any of its officers, directors, employees,
principals or agents as a result of such a special relationship or conflict, and
that such Directing Certificateholder shall not be liable by reason of its
having acted or refrained from acting solely in the interests of the Directing
Certificateholder.
(d) With respect to any Serviced Whole Loan, the Directing
Certificateholder shall be entitled to exercise the consent rights, cure rights
and purchase rights, as applicable, to the extent set forth in the applicable
Co-Lender Agreement, in accordance with the terms of the related Co-Lender
Agreement and this Agreement.
Section 3.33 [Reserved]
Section 3.34 Rights of Holders of the Arrowhead Shopping Center
Whole Loan. The Midland Master Servicer and Special Servicer acknowledges and
agrees that the Arrowhead Shopping Center Whole Loan is subject to the terms and
provisions of the Arrowhead Shopping Center Intercreditor Agreement and each
agrees to service the Arrowhead Shopping Center Whole Loan in accordance with
the Arrowhead Shopping Center Intercreditor Agreement and this Agreement,
including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the Arrowhead Shopping Center
Intercreditor Agreement and performing the obligations of the "Note A Holder"
thereunder. Notwithstanding anything to the contrary in this Agreement, each of
the Midland Master Servicer and the Special Servicer agrees not to take any
action with respect any of the Arrowhead Shopping Center Whole Loan or the
related Mortgaged Property without the prior consent of the applicable Companion
Loan Noteholder to the extent that the Arrowhead Shopping Center Intercreditor
Agreement provides that such Companion Loan Noteholder is entitled or required
to consent to such action, to the extent such action or inaction does not cause
a violation of the terms of the related Mortgage Loan Documents, applicable law
or the Servicing Standard, and agree to deliver such reports and summaries as
required by the Arrowhead Shopping Center Intercreditor Agreement. Each of the
Midland Master Servicer and Special Servicer acknowledges and agrees that such
Companion Loan Noteholder has the right to purchase the related Mortgage Loan
pursuant to the terms and conditions of the Arrowhead Shopping Center
Intercreditor Agreement.
Further, pursuant to the terms of the Arrowhead Shopping Center
Intercreditor Agreement, it is contemplated that the related Borrower under the
Arrowhead Shopping Center Whole Loan will remit payments on the Arrowhead
Shopping Center Mortgage Loan to the Midland Master Servicer, and for the
Arrowhead Shopping Center B Loan (regardless of whether it has been securitized
or is securitized in the future), the related Borrower will remit payments on
the Arrowhead Shopping Center B Loan directly to the servicer for such B Loan;
provided, however, that under the circumstances identified in the Arrowhead
Shopping Center Intercreditor Agreement, the related Borrower under the
Arrowhead Shopping Center B Loan (even after the Arrowhead Shopping Center B
Loan has been securitized) will be required to remit payments on the Arrowhead
Shopping Center B Loan directly to the Midland Master Servicer or the Special
Servicer under this Agreement.
Additionally, if at any time with respect to the Arrowhead Shopping
Center Whole Loan an event of default enumerated in Section 8(a) of the
Arrowhead Shopping Center Intercreditor Agreement occurs and the Arrowhead
Shopping Center Mortgage Loan becomes subject to a purchase option, as described
under Section 8 of the Arrowhead Shopping Center Intercreditor Agreement, the
related Arrowhead Shopping Center B Loan Noteholder will have the right to
purchase the Arrowhead Shopping Center Mortgage Loan at the defaulted mortgage
loan purchase price described therein.
Notwithstanding anything to the contrary in this Agreement but
subject to the initial paragraph of this Section 3.34, the Midland Master
Servicer or the Special Servicer, as applicable, shall be required to obtain the
prior written consent of the Arrowhead Shopping Center B Loan Noteholder with
respect to any amendment, deferral, extension, waiver or other modification of
the Arrowhead Shopping Center Whole Loan enumerated in, and under the
circumstances described in, Section 16(a) of the Arrowhead Shopping Center
Intercreditor Agreement.
With respect to the Arrowhead Shopping Center Whole Loan, the
Midland Master Servicer or Special Servicer, as applicable, shall, when provided
or available to it from time to time, deliver to the Arrowhead Shopping Center B
Loan Noteholder (i) a summary of the current status of principal and interest
payments on such Serviced Whole Loan, (ii) copies of all financial statements
and reports required pursuant to the related Mortgage Loan Documents, to the
extent in the Midland Master Servicer's or Special Servicer's, as applicable,
possession, (iii) current information, if any, as to the value of the related
Mortgage Property, to the extent in the Midland Master Servicer's or Special
Servicer's, as applicable, possession, (iv) a copy of any other agreements that
govern the administration of such Serviced Whole Loan, (v) copies of any default
or acceleration notices sent to the related Borrower, (vi) copies of each other
report provided under this Agreement to the Certificateholders and/or the
Trustee, including, without limitation, the CMSA reports, (vii) copies of all
requests and material correspondence relating to such Serviced Whole Loan and
(viii) other information with respect to the Borrower or such Serviced Whole
Loan, reasonably requested by the Arrowhead Shopping Center B Loan Noteholder,
to the extent in the Midland Master Servicer's or Special Servicer's, as
applicable, possession. Notwithstanding anything to the contrary in this
paragraph, the Midland Master Servicer may deliver any information required by
this paragraph by making it available on its website.
Notwithstanding any provision of this Agreement to the contrary,
consistent with the Servicing Standard, the servicing rights and obligations of
the Special Servicer with respect to the Arrowhead Shopping Center B Loan will
be limited pursuant to the terms of the Arrowhead Shopping Center Intercreditor
Agreement prior to, or after the discontinuance of, a "Material Default" (as
defined in Section 3(b) of the Arrowhead Shopping Center Intercreditor
Agreement).
Section 3.35 Litigation Control.
(a) The following provisions shall apply to each Mortgage Loan or
Serviced Whole Loan that is Serviced by the Midland Master Servicer:
(i) The Special Servicer, with respect to litigation involving
Specially Serviced Loans, and the Midland Master Servicer, with respect to
litigation involving non-Specially Serviced Loans, and where the
applicable servicer contemplates availing itself of indemnification as
provided for under this Agreement, such servicer shall, for the benefit of
the Certificateholders, direct, manage, prosecute, defend and/or settle
any and all claims and litigation relating to (a) the enforcement of the
obligations of a Mortgagor under the related Mortgage Loan documents and
(b) any action brought against the Trust Fund or any party to this
Agreement with respect to any Mortgage Loan (the foregoing rights and
obligations, "Litigation Control"). Such Litigation Control shall be
carried out in accordance with the terms of this Agreement, including,
without limitation, the Servicing Standard. Upon becoming aware of or
being named in any such claims or litigation, the Midland Master Servicer
shall immediately notify the Controlling Class Representative of such
claims or litigation. In addition, the Midland Master Servicer shall
prepare and submit a monthly status report regarding any Litigation
Control matter to the Controlling Class Representative.
(ii) Notwithstanding the foregoing, each of the Special Servicer and
the Midland Master Servicer, as applicable, shall consult with and keep
the Controlling Class Representative advised of any material development
including without limitation (i) any material decision concerning
Litigation Control and the implementation thereof and (ii) any decision to
agree to or propose any terms of settlement, and shall submit any such
development or decision to the Controlling Class Representative for its
approval or consent. Subject to Sections 3.30, 3.31, 3.32 and 3.34, in
each case if and as applicable, and to the last paragraph of this Section
3.35(a), the Special Servicer or the Midland Master Servicer, as
applicable, shall not take any action implementing any such material
development or decision described in the preceding sentence unless and
until it has notified in writing the Controlling Class Representative and
the Controlling Class Representative has not objected in writing within
five (5) Business Days of having been notified thereof and having been
provided with all information that the Controlling Class Representative
has reasonably requested with respect thereto promptly following its
receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer or the
applicable Master Servicer, as applicable, within such 5-Business Day
period, then the Controlling Class Representative shall be deemed to have
approved the taking of such action); provided that, in the event that the
Special Servicer or the applicable Master Servicer, as applicable,
determines that immediate action is necessary to protect the interests of
the Certificateholders (as a collective whole), the Special Servicer or
the Midland Master Servicer, as applicable, may take such action without
waiting for the Directing Certificateholder's response; provided that the
Special Servicer or the Midland Master Servicer, as applicable, has
confirmation that the Controlling Class Representative has received notice
of such action in writing.
(iii) Notwithstanding anything contained herein to the contrary with
respect to any Litigation Control otherwise required to be exercised
hereunder by the Midland Master Servicer relating to a Mortgage Loan that
has either (i) been satisfied or paid in full, or (ii) as to which a Final
Recovery Determination has been made, after receiving the required notice
from the Midland Master Servicer set forth above that the Midland Master
Servicer became aware of or was named in any such claims or litigation,
the initial Controlling Class Representative may direct in writing that
the such Litigation Control nevertheless be exercised by the Special
Servicer; provided, however, that the Controlling Class Representative and
the Special Servicer in accordance with the Servicing Standard have
determined and advised the Midland Master Servicer that its actions with
respect to such obligations are indemnifiable under Section 6.03 hereof,
and accordingly, any loss, liability or expense (including legal fees and
expenses incurred up until such date of transfer of Litigation Control to
the Special Servicer) arising from the related legal action or claim
underlying such Litigation Control and not otherwise paid to the Midland
Master Servicer pursuant to Section 6.03 of this Agreement shall be
payable by the Trust at the direction of the Special Servicer.
(iv) Notwithstanding the foregoing, no advice, direction or
objection of, or consent withheld by, the Controlling Class Representative
shall (i) require or cause the Special Servicer or the Midland Master
Servicer, as applicable, to violate the terms of any Mortgage Loan or any
related intercreditor, co-lender or similar agreement, applicable law or
any provision of this Agreement, including the Special Servicer's and the
Midland Master Servicer's obligation to act in accordance with the
Servicing Standard and the Mortgage Loan documents for any Mortgage Loan
and to maintain the REMIC status of any Trust REMIC, or (ii) result in an
Adverse REMIC Event with respect to any Trust REMIC or an Adverse Grantor
Trust Event with respect to the Grantor Trust or have adverse tax
consequences for the Trust Fund, or (iii) expose any of the Midland Master
Servicers, the Special Servicer, the Depositor, any of the Mortgage Loan
Sellers, any sub-servicer, the Trust Fund, the Trustee or any of their
respective Affiliates, officers, directors, shareholders, partners,
members, managers, employees or agents to any claim, suit, or liability
for which this Agreement does not provide indemnification to such party or
expose any such party to prosecution for a criminal offense, or (iv)
materially expand the scope of the Special Servicer's, the Midland Master
Servicer's or the Trustee's responsibilities under this Agreement; and
neither the Special Servicer nor the Midland Master Servicer will follow
any such advice, direction or objection if given by the Controlling Class
Representative or initiate any such actions, that would have the effect
described in clauses (i)-(iv) of this sentence.
(b) The following provisions shall apply to each Mortgage Loan or
Serviced Whole Loan that is Serviced by the Wachovia Master Servicer:
(i) The Special Servicer shall, (1) direct, manage, prosecute and/or
defend any action brought by a Mortgagor against the Trust and/or the
Special Servicer and (2) represent the interests of the Trust in any
litigation relating to the rights and obligations of the Mortgagor or
Mortgagee, or the enforcement of the obligations of a Borrower, under the
Mortgage Loan documents ("Trust-Related Litigation").
(ii) To the extent the Wachovia Master Servicer is named in
Trust-Related Litigation, and the Trust or Special Servicer is not named,
in order to effectuate the role of the Special Servicer as contemplated by
Section 3.35(b)(i) above, the Wachovia Master Servicer shall (1) notify
the Special Servicer of such Trust-Related Litigation within ten (10) days
of the Wachovia Master Servicer receiving service of such Trust-Related
Litigation; (2) provide monthly status reports to the Special Servicer,
regarding such Trust-Related Litigation; (3) seek to have the Trust
replace the Wachovia Master Servicer as the appropriate party to the
lawsuit; and (4) so long as the Wachovia Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special
Servicer with respect to decisions and resolutions related to the
interests of the Trust in such Trust-Related Litigation, including but not
limited to the selection of counsel, provided however, if there are claims
against the Wachovia Master Servicer and the Wachovia Master Servicer has
not determined that separate counsel is required for such claims, such
counsel shall be reasonably acceptable to the Wachovia Master Servicer.
(iii) Notwithstanding the right of the Special Servicer to represent
the interests of the Trust in Trust-Related Litigation, and subject to the
rights of the Special Servicer to direct the Wachovia Master Servicer's
actions in Section 3.35(b)(iv) below, the Wachovia Master Servicer shall
retain the right to make determinations relating to claims against the
Wachovia Master Servicer, including but not limited to the right to engage
separate counsel in the Wachovia Master Servicer's reasonable discretion,
the cost of which shall be subject to indemnification pursuant to Section
6.03. Further, nothing in this section shall require the Wachovia Master
Servicer to take or fail to take any action which, in the Wachovia Master
Servicer's good faith and reasonable judgment, may (1) result in an
Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the
Wachovia Master Servicer to liability or materially expand the scope of
the Wachovia Master Servicer's obligations under this Agreement.
(iv) Notwithstanding the Wachovia Master Servicer's right to make
determinations relating to claims against the Wachovia Master Servicer,
the Special Servicer shall have the right at any time to (1) direct the
Wachovia Master Servicer to settle any claims brought against the Trust,
including claims asserted against the Wachovia Master Servicer (whether or
not the Trust or the Special Servicer is named in any such claims or
Trust-Related Litigation) and (2) otherwise reasonably direct the actions
of the Wachovia Master Servicer relating to claims against the Wachovia
Master Servicer (whether or not the Trust or the Special Servicer is named
in any such claims or Trust-Related Litigation), provided in either case
that (A) such settlement or other direction does not require any
admission, or is not likely to result in a finding, of liability or
wrongdoing on the part of the Wachovia Master Servicer, (B) the cost of
such settlement or any resulting judgment is and shall be paid by the
Trust, (C) the Wachovia Master Servicer is and shall be indemnified
pursuant to Section 6.03 hereof for all costs and expenses of the Wachovia
Master Servicer incurred in defending and settling the Trust-Related
Litigation and for any judgment, (D) any such action taken by the Wachovia
Master Servicer at the direction of the Special Servicer shall be deemed
(as to the Wachovia Master Servicer) to be in compliance with the
Servicing Standard and (E) the Special Servicer provides the Wachovia
Master Servicer with assurance reasonably satisfactory to the Wachovia
Master Servicer as to the items on clauses (A), (B) and (C) .
(v) In the event both the Wachovia Master Servicer and the Special
Servicer or Trust are named in litigation, the Wachovia Master Servicer
and the Special Servicer shall cooperate with each other to afford the
Wachovia Master Servicer and the Special Servicer the rights afforded to
such party in this Section 3.35(b).
(vi) This Section 3.35(b) shall not apply in the event the Special
Servicer authorizes the Wachovia Master Servicer, and the Wachovia Master
Servicer agrees (both authority and agreement to be in writing), to make
certain decisions or control certain Trust-Related Litigation on behalf of
the Trust.
(c) Notwithstanding the foregoing, (i) in the event that any action,
suit, litigation or proceeding names the Trustee in its individual capacity, or
in the event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the applicable Master
Servicer or the Special Servicer, as applicable, may retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its
interests (but not to otherwise direct, manage or prosecute such litigation or
claim), (ii) in the event of any action, suit, litigation or proceeding, other
than an action, suit, litigation or proceeding relating to the enforcement of
the obligations of a Mortgagor or guarantor under the related Mortgage Loan
documents or otherwise relating to a Mortgage Loan or Mortgaged Property,
neither the Master Servicer nor the Special Servicer shall, without the prior
written consent of the Trustee, (A) initiate any action, suit, litigation or
proceeding in the name of the Trustee, whether in such capacity or individually,
(B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver
any government filings, forms, permits, registrations or other documents or take
any other similar action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state (provided that neither the
Midland Master Servicer nor the Special Servicer shall be responsible for any
delay due to the failure of the Trustee to grant such consent), and (iii) in the
event that any court finds that the Trustee is a necessary party in respect of
any action, suit, litigation or proceeding relating to or arising from this
Agreement or any Mortgage Loan, the Trustee shall have the right to retain
counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interest (but not to otherwise direct, manage or prosecute
such litigation or claim).
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01 Distributions. (a) (i) [Reserved]
(ii) On each Distribution Date, immediately following the
distributions on the Villas Parkmerced Loan REMIC Regular Interests as set
forth in Section 4.01A, amounts held in the Lower-Tier Distribution
Account shall be withdrawn (to the extent of the Available Funds,
including or reduced by, to the extent required by Section 3.05(f), the
Withheld Amounts, plus any amount withdrawn from the Excess Liquidation
Proceeds Account pursuant to Section 3.05(j)) in the case of all Classes
of Pooled Lower-Tier Regular Interests (such amount, the "Pooled
Lower-Tier Distribution Amount"). Each Class of Lower-Tier Regular
Interests shall be deemed to have received distributions in respect of
principal in an amount equal to the amount of principal actually
distributable to its respective Corresponding Certificates as provided in
Section 4.01(b). As of any date, the principal balance of each Pooled
Lower-Tier Regular Interest shall equal the Lower-Tier Principal Balance
thereof. On each Distribution Date, distributions of interest made in
respect of any Class of Pooled Regular Certificates on each Distribution
Date pursuant to Section 4.01(b) or Section 9.01 shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest; provided that
each Pooled Lower-Tier Regular Interest shall be deemed to have received
distributions in respect of interest in an amount equal to the Interest
Accrual Amount and Class Interest Shortfalls in respect of the Class X
Strip Rate of its Corresponding Certificates, in each case to the extent
actually distributable thereon as provided in Section 4.01(b).
All distributions of reimbursements of Realized Losses and
Additional Trust Fund Expenses made in respect of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(b) shall be
deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest.
On each Distribution Date, the Trustee shall apply amounts related
to each Prepayment Premium and Yield Maintenance Charge then on deposit in the
Lower-Tier Distribution Account (other than with respect to the Villas
Parkmerced Non-Pooled Trust Component) and received during or prior to the
related Collection Period to the Pooled Lower-Tier Regular Interests in
proportion to the amount of principal distributed to each Class of Pooled
Lower-Tier Regular Interests on such Distribution Date pursuant to this Section
4.01(a)(ii).
The Trustee shall be deemed to deposit the Pooled Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and any Yield
Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this Section
4.01(a)(ii) into the Upper-Tier Distribution Account. Any amount in respect of
the Mortgage Pool that remains in the Lower-Tier Distribution Account on each
Distribution Date after distribution of the Pooled Lower-Tier Distribution
Amount and distribution of Prepayment Premiums and Yield Maintenance Charges in
respect of the Mortgage Pool shall be distributed to the Holders of the Class LR
Certificates (but only to the extent of such amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).
(b) On each Distribution Date occurring prior to the Crossover Date,
the Trustee shall withdraw from the Upper-Tier Distribution Account the amounts
deposited in the Upper-Tier Distribution Account in respect of such Distribution
Date pursuant to Section 4.01(a)(ii), and distribute such amount to
Certificateholders in the amounts and in the order of priority set forth below:
(i) First, to pay interest, pro rata, (i) on the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 Certificates from the portion of
the Available Funds for such Distribution Date attributable to Mortgage
Loans in Loan Group 1 up to an amount equal to the aggregate Interest
Accrual Amount for those Classes, in each case in accordance with their
respective interest entitlements; (ii) on the Class A-1A Certificates from
the portion of the Available Funds for such Distribution Date attributable
to Mortgage Loans in Loan Group 2A up to an amount equal to the aggregate
Interest Accrual Amount for such Class; (iii) on the Class A-1B
Certificates from the portion of the Available Funds for such Distribution
Date attributable to Mortgage Loans in Loan Group 2B; and (iv) on the
Class X Certificates from the Available Funds for such Distribution Date
up to an amount equal to the Interest Accrual Amount for such Class;
provided, however, if on any Distribution Date, the Available Funds (or
applicable portion thereof) are insufficient to pay in full the total
Interest Accrual Amount to be paid to any of the Classes described in this
subclause (i), the Available Funds for such Distribution Date will be
allocated among all those Classes pro rata, in accordance with their
respective interest entitlements;
(ii) Second, pro rata, to the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-1B and Class X Certificates, in
respect of interest, up to an amount equal to the aggregate unpaid Class
Interest Shortfalls previously allocated to such Classes,
(iii) Third, in reduction of the Certificate Balances thereof,
(A) to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4 Certificates,
(1) first, to the Class A-AB Certificates, in an amount
up to the Group 1 Principal Distribution and, after the
outstanding Certificate Balance of the Class A-1A and Class
A-1B Certificates have been reduced to zero, the Loan Group 2A
Principal Distribution Amount and Loan Group 2B Principal
Distribution Amount remaining after payments to the Class A-1A
and Class A-1B Certificates have been made on such
Distribution Date, until the outstanding Certificate Balance
of the Class A-AB Certificates is reduced to the Class A-AB
Planned Principal Balance,
(2) then, to the Class A-1 Certificates, in an amount
equal to the Group 1 Principal Distribution Amount (or the
portion of it remaining after distributions on the Class A-AB
Certificates pursuant to (1) above in this clause Third) for
such Distribution Date and, after the Class A-1A and Class
A-1B Certificates have been reduced to zero, the Loan Group 2A
Principal Distribution Amount and Loan Group 2B Principal
Distribution Amount remaining after payments to the Class
A-1A, Class A-1B Certificates, and after payments to the Class
A-AB Certificates pursuant to (1) above in this clause Third
have been made on such Distribution Date, until the Class A-1
Certificates are reduced to zero,
(3) then, to the Class A-2 Certificates, in an amount
equal to the Group 1 Principal Distribution Amount (or the
portion thereof remaining after distributions to the Class A-1
Certificates and distributions on the Class A-1 Certificates)
for such Distribution Date and, after the Class A-AB
Certificates pursuant to (1) above in this clause Third) for
such Distribution Date and, after the Class A-1A and Class
A-1B Certificates have been reduced to zero, the Loan Group 2A
Principal Distribution Amount and Loan Group 2B Principal
Distribution Amount remaining after payments to the Class
A-1A, Class A-1B, and Class A-1 Certificates and payments to
the Class A-AB Certificates pursuant to (1) above in this
clause Third have been made on such Distribution Date, until
the Class A-2 Certificates are reduced to zero,
(4) then, to the Class A-3 Certificates, in an amount
equal to the Group 1 Principal Distribution Amount (or the
portion of it remaining after distributions on the Class A-1
and Class A-2 Certificates and distributions on the Class A-AB
Certificates pursuant to (1) above in this clause Third) for
such Distribution Date and, after the Class A-1A and Class
A-1B Certificates have been reduced to zero, the Loan Group 2A
Principal Distribution Amount and Loan Group 2B Principal
Distribution Amount remaining after payments to the Class
A-1A, Class A-1B, Class A-1 and Class A-2 Certificates and
payments to the Class A-AB Certificates pursuant to (1) above
in this clause Third have been made on such Distribution Date,
until the Class A-3 Certificates have been reduced to zero,
(5) then, to the Class A-AB Certificates, in an amount
equal to the Group 1 Principal Distribution Amount (or the
portion of it remaining after distributions on the Class A-1,
Class A-2 and Class A-3 Certificates) for such Distribution
Date and, after the Class A-1A and Class A-1B Certificates
have been reduced to zero, the Loan Group 2A Principal
Distribution Amount and Loan Group 2B Principal Distribution
Amount remaining after payments to the Class A-1A, Class A-1B,
Class A-1, Class A-2 and Class A-3 Certificates have been made
on such Distribution Date, until the Class A-AB Certificates
have been reduced to zero,
(6) then, to the Class A-4 Certificates, in an amount
equal to the Group 1 Principal Distribution Amount (or the
portion of it remaining after distributions to the Class A-1,
Class A-2 and Class A-3 Certificates and distributions on the
Class A-AB Certificates pursuant to (1) above in this clause
Third) for such Distribution Date and, after the Class A-1A
and Class A-1B Certificates have been reduced to zero, the
Loan Group 2A Principal Distribution Amount and Loan Group 2B
Principal Distribution Amount remaining after payments to the
Class A-1A, Class A-1B, Class A-1, Class A-2 and Class A-3
Certificates and payments to the Class A-AB Certificates
pursuant to (1) above in this clause Third have been made on
such Distribution Date, until the Class A-4 Certificates have
been reduced to zero,
(B) to the Class A-1A Certificates, in an amount equal to the
Loan Group 2A Principal Distribution Amount for such Distribution
Date and the Loan Group 2B Principal Distribution Amount remaining
after payments to the Class A-1B Certificates have been made on such
Distribution Date;
(C) to the Class A-1B Certificates, in an amount equal to the
Loan Group 2B Principal Distribution Amount for such Distribution
Date and the Loan Group 2A Principal Distribution Amount remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date;
(D) to the Class A-1A and Class A-1B Certificates, pro rata,
in an amount equal to the Loan Group 1 Principal Distribution Amount
remaining after payments to the Class A-1, Class A-2, Class A-3,
Class A-AB and Class A-4 Certificates have been made on such
Distribution Date, until the Class A-1A and Class A-1B Certificates
are reduced to zero;
(iv) Fourth, to the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A and Class A-1B Certificates, pro rata, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class;
(v) Fifth, to the Class A-M Certificates in respect of interest, up
to an amount equal to the aggregate Interest Accrual Amount of such Class;
(vi) Sixth, to the Class A-M Certificates in respect of interest, up
to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;
(vii) Seventh, to the Class A-M Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;
(viii) Eighth, to the Class A-M Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(ix) Ninth, to the Class A-J Certificates in respect of interest, up
to an amount equal to the aggregate Interest Accrual Amount of such Class;
(x) Tenth, to the Class A-J Certificates in respect of interest, up
to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;
(xi) Eleventh, to the Class A-J Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;
(xii) Twelfth, to the Class A-J Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xiii) Thirteenth, to the Class B Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xiv) Fourteenth, to the Class B Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xv) Fifteenth, to the Class B Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;
(xvi) Sixteenth, to the Class B Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xvii) Seventeenth, to the Class C Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xviii) Eighteenth, to the Class C Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xix) Nineteenth, to the Class C Certificates in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class
is reduced to zero;
(xx) Twentieth, to the Class C Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xxi) Twenty-first, to the Class D Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xxii) Twenty-second, to the Class D Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xxiii) Twenty-third, to the Class D Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xxiv) Twenty-fourth, to the Class D Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xxv) Twenty-fifth, to the Class E Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xxvi) Twenty-sixth, to the Class E Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xxvii) Twenty-seventh, to the Class E Certificates in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount, less the amount of the Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xxviii) Twenty-eighth, to the Class E Certificates, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class;
(xxix) Twenty-ninth, to the Class F Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xxx) Thirtieth, to the Class F Certificates in respect of interest,
up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;
(xxxi) Thirty-first, to the Class F Certificates in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class
is reduced to zero;
(xxxii) Thirty-second, to the Class F Certificates, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class;
(xxxiii) Thirty-third, to the Class G Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xxxiv) Thirty-fourth, to the Class G Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xxxv) Thirty-fifth, to the Class G Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xxxvi) Thirty-sixth, to the Class G Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xxxvii) Thirty-seventh, to the Class H Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xxxviii) Thirty-eighth, to the Class H Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xxxix) Thirty-ninth, to the Class H Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xl) Fortieth, to the Class H Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xli) Forty-first, to the Class J Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xlii) Forty-second, to the Class J Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xliii) Forty-third, to the Class J Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xliv) Forty-fourth, to the Class J Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(xlv) Forty-fifth, to the Class K Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(xlvi) Forty-sixth, to the Class K Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(xlvii) Forty-seventh, to the Class K Certificates in reduction of
the Certificate Balances thereof, an amount equal to the Principal
Distribution Amount less amounts of the Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(xlviii) Forty-eighth, to the Class K Certificates, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class;
(xlix) Forty-ninth, to the Class L Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(l) Fiftieth, to the Class L Certificates in respect of interest, up
to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;
(li) Fifty-first, to the Class L Certificates in reduction of the
Certificate Balances thereof, an amount equal to the Principal
Distribution Amount less amounts of the Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(lii) Fifty-second, to the Class L Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(liii) Fifty-third, to the Class M Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(liv) Fifty-fourth, to the Class M Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(lv) Fifty-fifth, to the Class M Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;
(lvi) Fifty-sixth, to the Class M Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(lvii) Fifty-seventh, to the Class N Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(lviii) Fifty-eighth, to the Class N Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(lix) Fifty-ninth, to the Class N Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;
(lx) Sixtieth, to the Class N Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(lxi) Sixty-first, to the Class O Certificates in respect of
interest, up to an amount equal to the aggregate Interest Accrual Amount
of such Class;
(lxii) Sixty-second, to the Class O Certificates in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(lxiii) Sixty-third, to the Class O Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;
(lxiv) Sixty-fourth, to the Class O Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, an amount equal to the aggregate of such
unreimbursed Realized Losses previously allocated to such Class;
(lxv) Sixty-fifth, to the Class P Certificates, in respect of
interest, up to an amount equal to the Interest Accrual Amount of such
Class;
(lxvi) Sixty-sixth, to the Class P Certificates, in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(lxvii) Sixty-seventh, to the Class P Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses until the Certificate Balance of
such Class is reduced to zero;
(lxviii) Sixty-eighth, to the Class P Certificates, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class;
(lxix) Sixty-ninth, to the Class Q Certificates, in respect of
interest, up to an amount equal to the Interest Accrual Amount of such
Class;
(lxx) Seventieth, to the Class Q Certificates, in respect of
interest, up to an amount equal to the aggregate unpaid Class Interest
Shortfalls previously allocated to such Class;
(lxxi) Seventy-first, to the Class Q Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount less amounts of Principal Distribution Amount
distributed pursuant to all prior clauses until the Certificate Balance of
such Class is reduced to zero;
(lxxii) Seventy-second, to the Class Q Certificates, to the extent
not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, an amount equal to the aggregate of
such unreimbursed Realized Losses previously allocated to such Class; and
(lxxiii) Seventy-third, to the Class R and Class LR Certificates.
All references to "pro rata" in the preceding clauses with respect
to interest and Class Interest Shortfalls shall mean pro rata based on the
amount distributable pursuant to such clauses, with respect to distribution of
principal other than for unreimbursed Realized Losses shall mean pro rata based
on Certificate Balance and with respect to distributions with respect to
unreimbursed Realized Losses shall mean pro rata based on the amount of
unreimbursed Realized Losses previously allocated to the applicable Classes.
Notwithstanding the foregoing, on each Distribution Date occurring
on or after the Crossover Date, the Principal Distribution Amount will be
distributed to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A and Class A-1B Certificates, pro rata, based on their respective
Certificate Balances, in reduction of their respective Certificate Balances,
until the Certificate Balance of each such Class is reduced to zero.
(c) On each Distribution Date, following the distribution from the
Lower-Tier Distribution Account in respect of the Pooled Lower-Tier Regular
Interests pursuant to Section 4.01(a)(ii), the Trustee shall make distributions
of any Prepayment Premiums and Yield Maintenance Charges received in the related
Collection Period (other than in respect of the Villas Parkmerced Non-Pooled
Trust Component) from amounts deposited in the Upper-Tier Distribution Account
pursuant to Section 3.05(g), as follows:
(i) Prepayment Premiums, Yield Maintenance Charges received with
respect to Group 1 Mortgage Loans shall be distributed to the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
Certificates, in an amount equal to the product of (a) a fraction, not
greater than one, the numerator of which 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, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H and Class J Certificates on
such Distribution Date, (b) the Base Interest Fraction for the related
Principal Prepayment and such Class of Certificates and (c) the aggregate
amount of Prepayment Premiums or Yield Maintenance Charges, as applicable,
collected on such Principal Prepayment during the related Due Period. Any
Yield Maintenance Charges or Prepayment Premiums collected during the
related Collection Period remaining after such distributions will be
distributed to the holders of the Class X Certificates. No Prepayment
Premiums or Yield Maintenance Charges in respect of the Group 1 Mortgage
Loans will be distributed to holders of any other Class of Certificates;
and
(ii) Prepayment Premiums and Yield Maintenance Charges received with
respect to the Group 2A Mortgage Loans shall be distributed to the Class
A-1A Certificates in an amount equal to the product of (a) a fraction, not
greater than one, the numerator of which 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-1A
Certificates on such Distribution Date, (b) the Base Interest Fraction for
the related Principal Prepayment and such Class of Certificates and (c)
the aggregate amount of Prepayment Premiums or Yield Maintenance Charges,
as applicable, collected on such Principal Prepayment during the related
Due Period. Any Prepayment Premiums and Yield Maintenance Charges
collected during the related Due Period remaining after such distributions
shall be distributed to the Holders of the Class X Certificates. No
Prepayment Premiums or Yield Maintenance Charges in respect of the Group
2A Mortgage Loans will be distributed to holders of any other Class of
Certificates.
(iii) Prepayment Premiums and Yield Maintenance Charges received
with respect to the Group 2B Mortgage Loans shall be distributed to the
Class A-1B Certificates in an amount equal to the product of (a) a
fraction, not greater than one, the numerator of which 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-1B Certificates on such Distribution Date, (b) the Base Interest
Fraction for the related Principal Prepayment and such Class of
Certificates and (c) the aggregate amount of Prepayment Premiums or Yield
Maintenance Charges, as applicable, collected on such Principal Prepayment
during the related Due Period. Any Prepayment Premiums and Yield
Maintenance Charges collected during the related Due Period remaining
after such distributions shall be distributed to the Holders of the Class
X Certificates. No Prepayment Premiums or Yield Maintenance Charges in
respect of the Group 2B Mortgage Loans will be distributed to holders of
any other Class of Certificates.
Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class
B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates
to zero, the Trustee shall distribute to the Class X Certificates all Prepayment
Premiums and Yield Maintenance Charges actually received during the related Due
Period with respect to the Mortgage Loans (other than the Villas Parkmerced
Non-Pooled Trust Component) and remitted in respect of Lower-Tier Regular
Interests pursuant to Section 4.01(d).
(d) [Reserved]
(e) On each Distribution Date, the Trustee shall withdraw amounts
from the Excess Liquidation Proceeds Account (or sub-account thereof) and shall
distribute such amounts in the following manner:
(i) (A) from amounts in the Excess Liquidation Proceeds Account
allocable to a Mortgage Loan (other than the Serviced Whole Loan), to
reimburse the Holders of the Principal Balance Certificates (in the order
set forth in Section 4.01(b)) up to an amount equal to all Realized Losses
and Additional Trust Fund Expenses, if any, previously allocated to them
and unreimbursed after application of Available Funds for such
Distribution Date and (B) from amounts in the Excess Liquidation Proceeds
Account allocable to the Serviced Whole Loans, to reimburse the Holders of
the Principal Balance Certificates (in the order set forth in Section
4.01(b)), with respect to amounts allocable to the Serviced Mortgage Loans
on a pro rata basis based on the Mortgage Loan's Stated Principal Balance,
up to an amount equal to all Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to them and unreimbursed after
application of Available Funds for such Distribution Date and any
remaining amounts to the related Serviced B Loan, if any; and
(ii) any amounts remaining in the Excess Liquidations Proceeds
Account after such distributions on any Distribution Date that (a) are
allocable to the Mortgage Loans, shall be applied to offset future
Realized Losses and Additional Trust Fund Expenses and, upon termination
of the Trust Fund, any amounts remaining in the Excess Liquidations
Proceeds Account (other than amounts allocable to the Serviced Whole
Loans) shall be distributed by the Trustee to the Class LR Certificates;
and (b) are allocable to the Serviced Companion Loans, shall be remitted
within one Business Day after each such Distribution Date by the Trustee
to the Midland Master Servicer (which shall remit to the Serviced
Companion Loan Noteholders in accordance with Section 3.05(i)).
Amounts paid with respect to the Mortgage Loans from the Excess
Liquidation Proceeds Account pursuant to the preceding clauses (i) and
(ii) shall first be deemed to have been distributed to the Lower-Tier
Regular Interests in reimbursement of Realized Losses and Additional Trust
Fund Expenses previously allocated thereto in the same manner as provided
in Section 4.01(f). Amounts paid from the Excess Liquidation Proceeds
Account will not reduce the Certificate Balances of the Principal Balance
Certificates receiving such distributions.
(f) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to this Section 4.01(b), the
Trustee shall calculate the amount, if any, of Realized Losses. Any allocation
of Realized Losses to a Class of Principal Balance Certificates shall be made by
reducing the Certificate Balance thereof by the amount so allocated. Any
Realized Losses allocated to a Class of Principal Balance Certificates shall be
allocated among the respective Certificates of such Class in proportion to the
Percentage Interests evidenced thereby. The allocation of Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Realized Losses 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 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 Realized Losses, in
sequential order, in each case up to the amount of the unreimbursed Realized
Losses allocated to such Class. If the Certificate Balance of any Class is so
increased, the amount of unreimbursed Realized Losses of such Class shall be
decreased by such amount.
The Certificate Balances of each Class of Principal Balance
Certificates will be reduced without distribution on any Distribution Date as a
write-off to the extent of any Realized Losses allocated to such Class with
respect to such date. Any such write-offs will be applied to Classes of
Principal Balance Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class Q
Certificates, second, to the Class P Certificates; third, to the Class O
Certificates; fourth, to the Class N Certificates; fifth, to the Class M
Certificates; sixth, to the Class L Certificates; seventh, to the Class K
Certificates; eighth, to the Class J Certificates; ninth, to the Class H
Certificates; tenth, to the Class G Certificates; eleventh, to the Class F
Certificates; twelfth, to the Class E Certificates; thirteenth, to the Class D
Certificates; fourteenth, to the Class C Certificates; fifteenth, to the Class B
Certificates; sixteenth, to the Class A-M Certificates; seventeenth, to the
Class A-J Certificates; and finally, to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A and Class A-1B Certificates, pro rata, based
on their respective Certificate Balances. Any amounts recovered in respect of
amounts previously written off as Realized Losses shall be distributed to the
Classes of Principal Balance Certificates described above in reverse order of
allocation of Realized Losses thereto in accordance with Section 4.01(b).
Additional Trust Fund Expenses and shortfalls in Available Funds due to
extraordinary expenses of the Trust Fund (including indemnification expenses), a
reduction in the Mortgage Rate on a Mortgage Loan by a bankruptcy court pursuant
to a plan of reorganization or pursuant to any of its equitable powers, or
otherwise, shall be treated as and allocated in the same manner as Realized
Losses.
Realized Losses, Additional Trust Fund Expenses and such other
amounts described above which are applied to each Class of Principal Balance
Certificates will be allocated to reduce the Lower-Tier Principal Balance(s) of
the Corresponding Lower-Tier Regular Interests in the same manner as principal
is allocated thereto pursuant to Section 4.01(a)(ii); and revenues are applied
to the Corresponding Lower-Tier Interests in a similar manner.
(g) All amounts distributable to a Class of Certificates pursuant to
this Section 4.01 on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in each such Class based on their respective
Percentage Interests. Such distributions shall be made on each Distribution Date
other than the Termination Date to each Certificateholder of record on the
related Record Date, by wire transfer of immediately available funds to the
account of such Holder at a bank or other entity located in the United States
and having appropriate facilities therefor provided that such Holder shall have
provided the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date, or, otherwise, by check mailed
by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or its agent (which may be the Paying Agent or the
Certificate Registrar acting as such agent) that is specified in the notice to
Holders of such final distribution.
(h) Except as otherwise provided in Section 9.01 with respect to an
Anticipated Termination Date, the Trustee shall, no later than the fifteenth day
of the month in the month preceding the month in which the final distribution
with respect to any Class of Certificates is expected to be made, mail to each
Holder of such Class of Certificates on such date a notice to the effect that:
(A) the Trustee reasonably expects based upon information
previously provided to it 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 office of the Trustee therein specified, and
(B) if such final distribution is made on such Distribution
Date, no interest shall accrue on such Certificates from and after
such Distribution Date;
provided, however, that the Class R and Class LR Certificates shall remain
outstanding until there is no other Class of Certificates or Lower-Tier Regular
Interests outstanding.
Any funds not distributed to any Holder or Holders of such Classes
of Certificates 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 in trust for the benefit of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 4.01(h) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Holders 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 Trustee may, directly or through an
agent, take appropriate steps to contact the remaining non-tendering Holders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Holders shall be paid out of such
funds. If within two years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Trustee all amounts distributable to the Holders thereof, and the Trustee shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Trustee hereunder and the transfer of such amounts to
a successor trustee and (ii) the termination of the Trust Fund and distribution
of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Holder on any amount held in trust hereunder or by the Trustee
as a result of such Holder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(h). Any such amounts
transferred to the Trustee may be invested in Permitted Investments and all
income and gain realized from investment of such funds shall accrue for its
benefit.
(i) Shortfalls in Available Funds resulting from Excess Prepayment
Interest Shortfalls shall be allocated to, and Servicer Prepayment Interest
Shortfalls shall be deemed distributed to, each Class of Pooled Regular
Certificates, pro rata, based upon the Interest Accrual Amount distributable to
each such Class prior to reduction by such Excess Prepayment Interest
Shortfalls. Servicer Prepayment Interest Shortfalls shall be deposited by the
applicable Master Servicer into its Collection Account on or prior to the
Servicer Remittance Date.
(j) On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Collection Period shall be
distributed to the Holders of the Class S Certificates from the Grantor Trust
Distribution Account established pursuant to Section 3.05(c). Any Excess
Interest remaining in the Grantor Trust Distribution Account on the final
Distribution Date shall be distributed to the Holders of the Class S
Certificates.
(k) On the final Servicer Remittance Date, each Master Servicer
shall withdraw from its Collection Account and deliver to the Trustee who shall
distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to
the Mortgage Loans that it is servicing transferred from the Loss of Value
Reserve Fund to the applicable Collection Account on the immediately preceding
Servicer Remittance Date in accordance with Section 3.06(f)(v).
Section 4.01A Distributions on the Class VPM Certificates(a) . (a)
(i) The initial Villas Parkmerced Loan REMIC Principal Balances of the Villas
Parkmerced Loan REMIC Regular Interests as of any date subsequent to the first
Distribution Date, and Pass-Through Rate on each Class of Villas Parkmerced Loan
REMIC Regular Interests shall be as set forth in the Preliminary Statement and
the definition of "Pass-Through Rate." The Villas Parkmerced Loan REMIC Pooled
Regular Interest shall be deemed to have received distributions in respect of
principal and allocations of Realized Losses and Additional Trust Fund Expenses
in an amount equal to the amount of principal actually distributed to, or
Realized Losses or Additional Trust Fund Expenses allocated to the Villas
Parkmerced Pooled Trust Component pursuant to Section 3.05(l).
(ii) On each Distribution Date, amounts held in the Villas
Parkmerced Loan REMIC Distribution Account shall be withdrawn, to the
extent of the Class VPM Available Funds (such amount, the "Class VPM Loan
REMIC Distribution Amount"). Each Class of the Class VPM Lower-Tier
Regular Interests and the related Villas Parkmerced Loan REMIC Regular
Interests (other than the Villas Parkmerced Loan REMIC Pooled Regular
Interest) shall be deemed to have received distributions in respect of
principal and allocations of Realized Losses and Additional Trust Fund
Expenses in an amount equal to the amount of principal actually
distributable or allocated to its respective Corresponding Certificates as
provided in Section 4.01A(b). As of any date, the Lower-Tier Principal
Balance of each Class VPM Lower-Tier Regular Interest and the Villas
Parkmerced Loan REMIC Principal Balance of the corresponding Villas
Parkmerced Loan REMIC Regular Interest shall equal the Certificate Balance
of the Corresponding Certificate with respect thereto. On each
Distribution Date, each Class VPM Lower-Tier Regular Interest and
corresponding Villas Parkmerced Loan REMIC Regular Interest shall be
deemed to have received distributions in respect of interest in an amount
equal to the Interest Accrual Amount and Class Interest Shortfalls in
respect of its Corresponding Certificates, in each case to the extent
actually distributable thereon as provided in Section 4.01A(b).
Distributions made in respect of any Class of Class VPM Certificates on
each Distribution Date pursuant to Section 4.01A(b) or Section 9.01 shall
be deemed to have first been withdrawn from the Lower-Tier Distribution
Account and distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest and withdrawn
from the Villas Parkmerced Loan REMIC Distribution Account and distributed
from the Villas Parkmerced Loan REMIC to the Lower-Tier REMIC in respect
of its corresponding Villas Parkmerced Loan REMIC Regular Interest.
On each Distribution Date, the Trustee shall apply amounts related
to each Prepayment Premium and Yield Maintenance Charge with respect to the
Villas Parkmerced Non-Pooled Trust Component then on deposit in the Villas
Parkmerced Loan REMIC Distribution Account and received during or prior to the
related Collection Period to the Villas Parkmerced Loan REMIC Regular Interests
for deposit into the Lower-Tier Distribution Account in proportion to the amount
of principal distributed to each Class of the Villas Parkmerced Loan REMIC
Regular Interests on such Distribution Date under this Section 4.01A(a)(ii), and
then to the Upper-Tier REMIC in corresponding amounts on the related Class VPM
Lower-Tier Regular Interests.
The Trustee shall be deemed to deposit the Class VPM Loan REMIC
Distribution Amount and the amount of any related Prepayment Premiums and any
Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this
Section 4.01A(a)(ii) into the Upper-Tier Distribution Account. Any amount in
respect of the Villas Parkmerced Non-Pooled Trust Component that remains in the
Lower-Tier Distribution Account on each Distribution Date after distribution of
the Class VPM Loan REMIC Distribution Amount and distribution of Prepayment
Premiums and Yield Maintenance Charges in respect of the Villas Parkmerced
Non-Pooled Trust Component shall be distributed to the Holders of the Class LR
Certificates (but only to the extent of such amount for such Distribution Date
remaining in the Villas Parkmerced Loan REMIC Distribution Account, if any).
(b) On each Distribution Date the Trustee shall withdraw from the
Upper-Tier Distribution Account the amounts deposited in the Upper-Tier
Distribution Account in respect of such Distribution Date pursuant to Section
4.01A(a)(ii), and distribute such amount to the Class VPM Certificateholders in
the amounts and in the order of priority set forth below:
(i) first, to distributions of interest to the holders of the Class
VPM-1 Certificates in accordance with the amount of the Class VPM Interest
Accrual Amount in respect of such Class, in an amount equal to all of the
Class VPM Interest Accrual Amount allocable to the Class VPM-1
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(ii) second, to distributions of principal to the holders of the
Class VPM-1 Certificates in an amount up to the Class VPM Principal
Distribution Amount for such Distribution Date until the Class VPM-1
Certificates are reduced to zero;
(iii) third, to distributions to the holders of the Class VPM-1
Certificates to reimburse such holders for (1) any unreimbursed cure
payments made by such holder with interest thereon at the Advance Rate and
(2) all Class VPM Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to such Class of Certificates and for which no
reimbursement has previously been received;
(iv) fourth, to distributions of interest to the holders of the
Class VPM-2 Certificates in accordance with the amount of the Class VPM
Interest Accrual Amount in respect of such Class, in an amount equal to
all of the Class VPM Interest Accrual Amount allocable to the Class VPM-2
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(v) fifth, to distributions of principal to the holders of the Class
VPM-2 Certificates in an amount up to the remaining Class VPM Principal
Distribution Amount for such Distribution Date until the Class VPM-2
Certificates are reduced to zero;
(vi) sixth, to distributions to the holders of the Class VPM-2
Certificates to reimburse such holders for (1) any unreimbursed cure
payments made by such holder with interest thereon at the Advance Rate and
(2) all Class VPM Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to such Class of Certificates and for which no
reimbursement has previously been received;
(vii) seventh, to distributions of interest to the holders of the
Class VPM-3 Certificates in accordance with the amount of the Class VPM
Interest Accrual Amount in respect of such Class, in an amount equal to
all of the Class VPM Interest Accrual Amount allocable to the Class VPM-3
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(viii) eighth, to distributions of principal to the holders of the
Class VPM-3 Certificates in an amount up to the remaining Class VPM
Principal Distribution Amount for such Distribution Date until the Class
VPM-3 Certificates are reduced to zero;
(ix) ninth, to distributions to the holders of the Class VPM-3
Certificates to reimburse such holders for (1) any unreimbursed cure
payments made by such holder with interest thereon at the Advance Rate and
(2) all Class VPM Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to such Class of Certificates and for which no
reimbursement has previously been received;
(x) tenth, to distributions of interest to the holders of the Class
VPM-4 Certificates in accordance with the amount of the Class VPM Interest
Accrual Amount in respect of such Class, in an amount equal to all of the
Class VPM Interest Accrual Amount allocable to the Class VPM-4
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(xi) eleventh, to distributions of principal to the holders of the
Class VPM-4 Certificates in an amount up to the remaining Class VPM
Principal Distribution Amount for such Distribution Date until the Class
VPM-4 Certificates are reduced to zero;
(xii) twelfth, to distributions to the holders of the Class VPM-4
Certificates to reimburse such holders for (1) any unreimbursed cure
payments made by such holder with interest thereon at the Advance Rate and
(2) all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to such Class of Certificates and for which no
reimbursement has previously been received; and
(xiii) thirteenth, to distributions to the holders of the Class LR
Certificates in an amount equal to the balance, if any, of the Class VPM
Available Distribution Amount remaining after the distributions to be made
on such Distribution Date as described in clauses (i) through (xii) above.
(c) [Reserved]
(d) On each Distribution Date, following the distribution from the
Lower-Tier Distribution Account in respect of the Class VPM Lower-Tier Regular
Interests pursuant to Section 4.01A(a)(ii), the Trustee shall make distributions
of any Prepayment Premiums and Yield Maintenance Charges received in the related
Collection Period on the Villas Parkmerced Non-Pooled Trust Component from
amounts deposited in the Upper-Tier Distribution Account pursuant to Section
3.05(g), in proportion to the amount of principal distributed to each Class of
Class VPM Certificates on such Distribution Date under Section 4.01A(b).
(e) The Certificate Balances of each Class of Class VPM Certificates
will be reduced without distribution on any Distribution Date as a write-off to
the extent of any Class VPM Realized Losses and Additional Trust Fund Expenses
attributable to the Villas Parkmerced Mortgage Loan allocated to such Class with
respect to such date. Any such write-offs will be applied to the Classes of
Class VPM Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class VPM-4
Certificates; second, to the Class VPM-3 Certificates; third, to the Class VPM-2
Certificates; and finally, to the Class VPM-1 Certificates. Any amounts
recovered in respect of amounts previously written off as Class VPM Realized
Losses and Additional Trust Fund Expenses attributable to the Villas Parkmerced
Mortgage Loan shall be distributed to the Classes of Certificates described
above in reverse order of allocation of principal thereto in accordance with
Section 4.01A(b).
Class VPM Realized Losses and Additional Trust Fund Expenses
attributable to the Villas Parkmerced Mortgage Loan that are applied to each
Class of Certificates will be allocated to reduce the Lower-Tier Principal
Balance of the Corresponding Lower-Tier Regular Interests and the Villas
Parkmerced Loan REMIC Principal Balances of the Corresponding Villas Parkmerced
Loan REMIC Regular Interests in the same manner as principal is allocated
thereto pursuant to Section 4.01A(a)(ii).
(f) On each Distribution Date, Prepayment Interest Shortfalls on the
Villas Parkmerced Whole Loan shall be allocated first to interest distributions
on the Villas Parkmerced B Loans on such Distribution Date, and second to
interest distributions on the Villas Parkmerced Non-Pooled Trust Component on
such Distribution Date and third to interest distributions on the Villas
Parkmerced Pooled Trust Component on such Distribution Date. Prepayment Interest
Shortfalls on the Villas Parkmerced Non-Pooled Trust Component in excess of the
Servicer Prepayment Interest Shortfall delivered pursuant to Section 3.19(c)
that is related to the Villas Parkmerced Non-Pooled Trust Component included in
Available Funds (the "Class VPM Excess Prepayment Interest Shortfall") shall be
allocated to and be deemed distributed to, each Class of Class VPM Certificates,
pro rata, based upon the Interest Accrual Amount distributable to each such
Class prior to reduction by such excess Prepayment Interest Shortfalls and in
corresponding amounts to the Corresponding Lower-Tier Regular Interests and the
corresponding Villas Parkmerced Loan REMIC Regular Interests.
Amounts received on the Villas Parkmerced Mortgage Loan that are
allocated under this Agreement to the reimbursement of cure payments made
pursuant to Section 3.31(d) shall be distributed to the Class VPM
Certificateholders (or Beneficial Owners) which made such cure payments, pro
rata in accordance with the amount of the cure payment made by each such Class
VPM Certificateholder (or Beneficial Owner) and in corresponding amounts to the
Corresponding Lower-Tier Regular Interests and the corresponding Villas
Parkmerced Loan REMIC Regular Interests.
Shortfalls in Class VPM Available Funds resulting from Class VPM
Excess Prepayment Interest Shortfalls shall be allocated to and be deemed
distributed to, each of the Class VPM Certificates, pro rata, based upon the
Class VPM Interest Accrual Amount distributable to each such Class prior to
reduction by such Class VPM Excess Prepayment Interest Shortfalls. Servicer
Prepayment Interest Shortfalls shall be deposited by the Midland Master Servicer
into its Collection Account on or prior to the Servicer Remittance Date.
(g) All amounts distributable to each of the Class VPM Certificates
pursuant to this Section 4.01A on each Distribution Date shall be allocated pro
rata among the outstanding Certificates in each such Class based on their
respective Percentage Interests. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor provided that such
Holder shall have provided the Paying Agent with wire instructions in writing at
least five Business Days prior to the related Record Date, or, otherwise, by
check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Class VPM Certificate shall
be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Holders of such final distribution.
(h) Except as otherwise provided in Section 9.01 with respect to an
Anticipated Termination Date, the Trustee shall, no later than the fifteenth day
of the month in the month preceding the month in which the final distribution
with respect to any of the Class VPM Certificates is expected to be made, mail
to each Holder of such Class of Certificates on such date a notice to the effect
that:
(A) the Trustee reasonably expects based upon information
previously provided to it that the final distribution with respect
to such Class of Class VPM Certificates will be made on such
Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Trustee therein specified, and
(B) if such final distribution is made on such Distribution
Date, no interest shall accrue on such Certificates from and after
such Distribution Date;
provided, however, that the Class R and Class LR Certificates shall remain
outstanding until there is no other Class of Certificates or Lower-Tier Regular
Interests or Villas Parkmerced Loan REMIC Regular Interests outstanding
Any funds not distributed to any Holder or Holders of such Classes
of Class VPM Certificates 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 in trust for the benefit of the appropriate non-tendering Holder
or Holders. If any Class VPM Certificates as to which notice has been given
pursuant to this Section 4.01A(i) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering Holders 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 Trustee may,
directly or through an agent, take appropriate steps to contact the remaining
non-tendering Holders concerning surrender of their Certificates. The costs and
expenses of holding such funds in trust and of contacting such Holders shall be
paid out of such funds. If within two years after the second notice any such
Class VPM Certificates shall not have been surrendered for cancellation, the
Paying Agent shall pay to the Trustee all amounts distributable to the Holders
thereof, and the Trustee shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Trustee hereunder and
the transfer of such amounts to a successor trustee and (ii) the termination of
the Trust Fund and distribution of such amounts to the Class R
Certificateholders. No interest shall accrue or be payable to any Holder on any
amount held in trust hereunder or by the Trustee as a result of such Holder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01A(i). Any such amounts transferred to the Trustee may be
invested in Permitted Investments and all income and gain realized from
investment of such funds shall accrue for its benefit.
Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others. (a) On each Distribution
Date, the Trustee shall make available to the general public a statement
(substantially in the form set forth as Exhibit K attached hereto and based on
the information set forth in (i) the CMSA Reporting Package prepared by the
applicable Master Servicer (other than the Reconciliation of Funds Report and
the CMSA Special Servicer Defaulted Loan File) and the other reports prepared by
such Master Servicer and Special Servicer relating to such Distribution Date,
including the CMSA Special Servicer Defaulted Loan File, upon which information
the Trustee may conclusively rely, in accordance with CMSA guidelines and (ii)
the Reconciliation of Funds Report prepared by the Trustee) as to distributions
made on such Distribution Date (each, a "Distribution Date Statement") setting
forth (with respect to each Class of Certificates) the following information:
(i) the Record Date, Interest Accrual Period, and Determination Date
for such Distribution Date;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates (other than
the Class S, Class X, Class R and Class LR Certificates) applied to reduce
the respective Certificate Balance thereof;
(iii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates allocable
to (A) the Interest Accrual Amount and/or (B) Prepayment Premiums;
(iv) the aggregate amount of Advances made in respect of the
Distribution Date and the amount on interest paid on Advances since the
prior Distribution Date (including, to the extent material, the general
use of funds advanced and general source of funds for reimbursements);
(v) the aggregate amount of compensation paid to the Trustee and
servicing compensation paid to each Master Servicer and the Special
Servicer for the related Determination Date and any other fees or expenses
accrued and paid from the Trust Fund;
(vi) the aggregate Stated Principal Balance of the Mortgage Loans
and any REO Loans outstanding immediately before and immediately after the
Distribution Date;
(vii) the number (as of the related and the next preceding
Determination Date), and the aggregate principal balance, weighted average
remaining term to maturity and weighted average mortgage rate (and
interest rates by distributional groups or ranges) of the Mortgage Loans
as of the related Determination Date;
(viii) the number and aggregate Stated Principal Balance of the
Mortgage Loans or Serviced Whole Loans (A) delinquent 30-59 days, (B)
delinquent 60-89 days, (c) delinquent 90 days or more, (D) that are
Specially Serviced Loans that are not delinquent, or (E) current, but not
Specially Serviced, as to which foreclosure proceedings have been
commenced, but not REO Property;
(ix) the Available Funds for such Distribution Date, and any other
cash flows received on the mortgage loans and applied to pay fees and
expenses (including the components of the Available Funds, or such other
cash flows);
(x) the amount of the distribution on the Distribution Date to the
holders of any class of Certificates allocable to Prepayment Premiums or
Yield Maintenance Charges;
(xi) the accrued Interest Accrual Amount in respect of each Class of
Certificates for such Distribution Date;
(xii) the Pass-Through Rate for each class of Certificates for the
Distribution Date and the next succeeding Distribution Date;
(xiii) the Principal Distribution Amount for the Distribution Date;
(xiv) the aggregate Certificate Balance or aggregate Notional
Balance, as the case may be, of each Class of Certificates, before and
after giving effect to the distributions made on such Distribution Date,
separately identifying any reduction in the aggregate Certificate Balance
(or, if applicable, the aggregate Notional Balance) of each such Class due
to Realized Losses and/or Additional Trust Fund Expenses;
(xv) the fraction, expressed as a decimal carried to at least eight
places, the numerator of which is the then related Certificate Balance,
and the denominator of which is the related initial aggregate Certificate
Balance, for each class of Certificates (other than the Class S, Class R
and Class LR Certificates) immediately following the Distribution Date;
(xvi) the amount of any Appraisal Reduction Amounts allocated during
the related Collection Period on a loan-by-loan basis; the total Appraisal
Reduction Amounts allocated during the related Collection Period; and the
total Appraisal Reduction Amounts as of such Distribution Date on a
loan-by-loan basis;
(xvii) the number and related Stated Principal Balance of any
Mortgage Loans modified, extended or waived during the related Collection
Period, on a loan-by-loan basis (including a description of any material
modifications, extensions or waivers to Mortgage Loan terms, fees,
penalties or payments during the Collection Period or that have
cumulatively become material over time);
(xviii) the amount of any remaining unpaid Interest Shortfalls for
each Class of Certificates as of the Distribution Date;
(xix) a loan-by-loan listing of each Mortgage Loan which was the
subject of a Principal Prepayment (other than Liquidation Proceeds and
Insurance Proceeds) during the related Collection Period and the amount of
Principal Prepayment occurring, together with the aggregate amount of
Principal Prepayments made during the related Collection Period and any
Excess Prepayment Interest Shortfall for such Distribution Date;
(xx) a loan-by-loan listing of each Mortgage Loan which was defeased
during the related Collection Period;
(xxi) the amount of the distribution to the holders of each class of
Certificates on the Distribution Date attributable to reimbursement of
Realized Losses;
(xxii) as to any Mortgage Loan repurchased by a Mortgage Loan Seller
or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan Number of the related Mortgage Loan and (B) the
amount of proceeds of any repurchase of a Mortgage Loan, Liquidation
Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Available Funds
or Class VPM Available Funds for such Distribution Date;
(xxiii) the amount on deposit in each account established pursuant
to this Agreement before and after giving effect to the distribution made
on such Distribution Date (and any material account activity since the
prior Distribution Date) provided, however, with respect to any account
not maintained by the Trustee, only to the extent the Trustee has received
such information and instructions to report such information from the
party maintaining such account;
(xxiv) the original and then current credit support levels for each
class of Certificates;
(xxv) the then current ratings for each class of Certificates;
(xxvi) with respect to any REO Loan as to which the related
Mortgaged Property became an REO Property during the preceding calendar
month, the city, state, property type, latest Debt Service Coverage Ratio,
the current Stated Principal Balance and the Stated Principal Balance of
such Mortgage Loan as of the date each became an REO Loan;
(xxvii) with respect to any REO Property included in the Trust Fund
at the close of business on the related Due Date (A) the Loan Number of
the related Mortgage Loan, (B) the value of such REO Property based on the
most recent Appraisal or valuation;
(xxviii) with respect to any REO Property sold or otherwise disposed
of during the related Collection Period and for which a Final Recovery
Determination has been made, (A) the Loan Number of the related Mortgage
Loan, (B) the Realized Loss attributable to such Mortgage Loan, (C) the
amount of sale proceeds and other amounts, if any, received in respect of
such REO Property during the related Collection Period and the portion
thereof included in the Available Funds for such Distribution Date, (D)
the date of the Final Recovery Determination and (E) the balance of the
Excess Liquidations Proceeds Account for such Distribution Date; and
(xxix) the amount of the distribution on the Distribution Date to
the holders of the Class S and Residual Certificates;
(xxx) material breaches of mortgage loan representations and
warranties of which the Trustee, Master Servicers or the Special Servicer
has received written notice; and
(xxxi) the amount of Realized Losses, Additional Trust Fund Expenses
and Class Interest Shortfalls, if any, incurred with respect to the
Mortgage Loans during the related Collection Period and in the aggregate
for all prior Collection Periods (except to the extent reimbursed or
paid).
In the case of information furnished pursuant to subclauses (i),
(ii), (iii), (vi) and (xix) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per
$1,000 of original Certificate Balance or Notional Balance, as the case may be.
On each Distribution Date, the Trustee shall make available to each
Holder of a Class R or Class LR Certificate a copy of the reports made available
to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the
Class R or Class LR Certificates on such Distribution Date. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that it
provided substantially comparable information pursuant to any requirements of
the Code as from time to time in force.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items provided to Certificateholders pursuant
to clauses (i) and (ii) 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 may be required to
enable such Certificateholders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on each
Class of Certificates held by Persons other than Holders exempted from the
reporting requirements and information regarding the expenses of the Trust Fund.
Such requirement shall be deemed to be satisfied to the extent such information
is provided pursuant to applicable requirements of the Code from time to time in
force.
(b) [Reserved]
(c) On each Distribution Date, the Trustee shall make available to
the general public via its internet website located at "www.ctslink.com" (i) the
related Distribution Date Statement (in the form of Exhibit K, attached hereto),
(ii) to the extent received from the Master Servicers, the CMSA Loan Periodic
Update File (including the Advance Recovery Report), CMSA Loan Setup File, CMSA
Bond Level File and CMSA Collateral Summary File, (iii) as a convenience (and
not in furtherance of the distribution thereof under the securities laws), the
Prospectus and this Agreement and any other information requested by the
Depositor and (iv) any reports on Forms 10-D, 10K and 8-K that have been filed
with respect to the Trust through the EDGAR system (to the extent prepared by
the Trustee and within one Business Day of filing).
(d) On each Distribution Date beginning in April 2006, the Trustee
shall make available to any Privileged Person via its internet website (as
described above), to the extent received from each Master Servicer, to any
Privileged Person, the Underwriters and the Initial Purchasers via its internet
website, the CMSA Supplemental Servicer Reports, the CMSA Property File, the
CMSA Financial File and any other information requested by the Depositor. The
information that pertains to Specially Serviced Loans and REO Properties
reflected in such reports shall be based solely upon the reports delivered by
the Special Servicer to the Master Servicers four Business Days prior to the
related Servicer Remittance Date.
(e) The information contained in the reports in the preceding
paragraph of this Section 4.02 shall be made available to the Trustee
electronically by the applicable Master Servicer, if applicable, in the form of,
or reflected in, the CMSA Reporting Package and the CMSA Reports, and the
Trustee will make such reports and the Reconciliation of Funds Report available
via its internet website (as described above); provided, however, that the
Trustee will provide Certificateholders with a written copy of such reports upon
request in the manner described in such preceding paragraph.
(f) The Trustee 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 Trustee may disclaim responsibility for any information
distributed by it for which it is not the original source. The Trustee shall not
be responsible for the accuracy or completeness of any information supplied to
it by a Master Servicer or Special Servicer that is included in any reports,
statements, materials or information prepared or provided by such Master
Servicer or Special Servicer, as applicable, and the Trustee shall be entitled
to conclusively rely upon such Master Servicer's reports and the Special
Servicer's reports without any duty or obligation to recompute, verify or
re-evaluate any of the amounts or other information stated therein. In
connection with providing access to the Trustee's Internet website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee shall
not be liable for the dissemination of information in accordance herewith.
(g) Each 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) the CMSA Reporting
Package (including the Reconciliation of Funds Report and the CMSA Special
Servicer Defaulted Loan File prepared by the Trustee and the Special Servicer
respectively) and any other reports or other information such Master Servicer is
required or permitted to provide to any party to this Agreement, the Rating
Agencies or any Certificateholder or prospective Certificateholder to the extent
such action does not conflict with the terms of this Agreement, the terms of the
Mortgage Loans or applicable law. In connection with providing access to its
Internet website, the applicable 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. Neither Master Servicer shall 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. Each
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 applicable Master Servicer may, at its sole cost and
expense, make available by electronic media, bulletin board service or Internet
website any reports or other information such Master Servicer is required or
permitted to provide to any Borrower with respect to such Borrower'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. If the applicable
Master Servicer is required to deliver any statement, report or other
information under any provision of this Agreement, then, such Master Servicer
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) making such statement,
report or information available on its website, unless this Agreement expressly
specifies a particular method of delivery; provided that all reports required to
be delivered to the Trustee shall be delivered in accordance with clause (x) or
(y).
(h) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the applicable Master Servicer) provide the
applicable Master Servicer with such information in its possession regarding the
Specially Serviced Loans and REO Properties as may be reasonably necessary for
such Master Servicer to prepare each report and any supplemental information to
be provided by such Master Servicer to the Trustee. Neither the Trustee nor the
Depositor shall have any obligation to recompute, verify or recalculate the
information provided thereto by the Master Servicers. Unless the Trustee has
actual knowledge that any report or file received from the Master Servicers
contains erroneous information, the Trustee is authorized to rely thereon in
calculating and making distributions to Certificateholders and allocating
Realized Losses to the Certificates in accordance with Section 4.01 and
preparing the statements to Certificateholders required by Section 4.02(a).
(i) As soon as reasonably practicable, upon the written request of
and at the expense of any Certificateholder, the Trustee shall provide the
requesting Certificateholder with such information that is in the Trustee's
possession or can reasonably be obtained by the Trustee as is requested by such
Certificateholder, for purposes of satisfying applicable reporting requirements
under Rule 144A under the Securities Act. Neither the Certificate Registrar 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.
(j) The Trustee shall make available at its offices, during normal
business hours, upon not less than two Business Day's prior notice, for review
by any Certificateholder, any prospective investor in a Certificate or any
Serviced Companion Loan Noteholder (with respect to items (iv) - (vii), only to
the extent such information relates to the related Serviced Companion Loan), the
Depositor, the Master Servicers, the Special Servicer, any Rating Agency and any
other Person to whom the Depositor in its sole judgment, deems that such
disclosure is appropriate, originals or copies of documents relating to the
Mortgage Loans and any related REO Properties to the extent in its possession,
including, without limitation, the following items (except to the extent
prohibited by applicable law or under any of the related Loan Documents): (i)
this Agreement and any amendments thereto; (ii) all Distribution Date Statements
delivered to the Certificateholders and any Companion Loan Noteholder (or in the
case of a Holder of the Class VPM Certificates, all Class VPM Distribution Date
Statements) since the Closing Date; (iii) all annual Officer's Certificates and
all accountants' reports delivered by the Master Servicers and the Special
Servicer to the Trustee since the Closing Date regarding compliance with the
relevant agreements; (iv) the most recent property inspection report prepared by
or on behalf of the applicable Master Servicer or the Special Servicer in
respect of each Mortgaged Property and delivered to the Trustee; (v) the most
recent annual (or more frequent, if available) operating statements, rent rolls
(to the extent such rent rolls have been made available by the related Borrower)
and/or lease summaries and retail sales information, if any, collected by or on
behalf of the applicable Master Servicer or the Special Servicer in respect to
each Mortgaged Property; (vi) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan or Serviced Whole Loan entered into by the
applicable Master Servicer and/or the Special Servicer and delivered to the
Trustee; and (vii) any and all Officer's Certificates and other evidence
delivered to or by the Trustee to support the applicable Master Servicer's or
the Special Servicer's, as the case may be, determination that any Advance, if
made, would be a Nonrecoverable Advance. Copies of any and all of the foregoing
items will be available from the Trustee upon request. The Trustee will be
permitted to require payment by the requesting party (other than a Rating
Agency) of a sum sufficient to cover the reasonable costs and expenses of making
such information available and providing any copies thereof. The Trustee's
obligation under this Section 4.02(j) to make available any document is subject
to the Trustee's receipt of such document.
(k) On or within two Business Days following each Distribution Date,
the Trustee shall prepare and make available or furnish to the Financial Market
Publisher and each Underwriter, using commercially reasonable format and media
mutually agreed upon by the Trustee, the Financial Market Publisher, each
Underwriter and the Depositor, the following information regarding each Mortgage
Loan and any other information reasonably requested by each Underwriter and
available to the Trustee:
(i) the Loan Number;
(ii) each related Mortgage Rate; and
(iii) the Stated Principal Balance as of such Distribution Date.
The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by Section 4.02 to the extent it receives
the necessary underlying information from the Master Servicers or the Special
Servicer and shall not be liable for any failure to deliver any thereof on the
prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee, the Master
Servicers or the Special Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Borrower and the failure of the
Trustee, the Master Servicers or the Special Servicer to disseminate information
for such reason shall not be a breach hereof.
Section 4.03 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Paying Agent shall
comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Paying Agent
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. The Paying
Agent agrees that it will not withhold with respect to payments of interest or
original issue discount in the case of a Holder that is a non-U.S. Person that
has furnished or caused to be furnished (i) an effective Form W-8BEN, Form
W-8IMY or Form W-9 or an acceptable substitute form or a successor form and who
is not a "10-percent shareholder" within the meaning of Code Section
871(h)(3)(B) or a "controlled foreign corporation" described in Code Section
881(c)(3)(c) with respect to the Trust Fund or the Depositor, or (ii) an
effective Form W-8ECI or an acceptable substitute form or a successor form. In
the event the Paying Agent or its agent withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate
the amount withheld to such Certificateholder. Any amount so withheld shall be
treated as having been distributed to such Certificateholder for all purposes of
this Agreement.
Section 4.04 REMIC Compliance. (a) The parties intend that the
Villas Parkmerced Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC and
shall constitute, and that the affairs of the Villas Parkmerced Loan REMIC,
Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it
as, a "real estate mortgage investment conduit" as defined in, and in accordance
with, the REMIC Provisions at all times any Certificates are outstanding, and
the provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Trustee shall, to the extent permitted by
applicable law, act as agent, and is hereby appointed to act as agent, of each
such REMIC and shall on behalf of each such REMIC:
(i) make an election, on behalf of each of the Villas Parkmerced
Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated
as a REMIC on Form 1066 for its first taxable year, in accordance with the
REMIC Provisions;
(ii) prepare and file, or cause to be prepared and filed, all
required Tax Returns for the Villas Parkmerced Loan REMIC, the Lower-Tier
REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year
for each of such REMIC as required by the REMIC Provisions and other
applicable federal, state or local income tax laws;
(iii) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and the IRS and applicable state and local tax
authorities all information reports as and when required to be provided to
them in accordance with the REMIC Provisions of the Code;
(iv) if the filing or distribution of any documents of an
administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to
maintain the status of the Villas Parkmerced Loan REMIC, the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC or is otherwise required by the
Code, prepare and file or distribute, or cause to be prepared and signed
and filed or distributed, such documents with or to such Persons when and
as required by the REMIC Provisions or the Code or comparable provisions
of state and local law;
(v) within 30 days of the Closing Date, obtain a taxpayer
identification number for each of the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC and the Upper-Tier REMIC on IRS Form SS-4 and (in the
case of the Upper-Tier REMIC only), furnish or cause to be furnished to
the IRS, on Form 8811 or as otherwise may be required by the Code, the
name, title and address of the person that the Certificateholders may
contact for tax information relating thereto (and the Trustee shall act as
the representative of the Upper-Tier REMIC for this purpose), together
with such additional information as may be required by such Form, and
shall update such information at the time or times and in the manner
required by the Code (and the Depositor agrees within 10 Business Days of
the Closing Date to provide any information reasonably requested by the
applicable Master Servicer, the Special Servicer or the Trustee and
necessary to make such filing); and
(vi) maintain such records relating to the Villas Parkmerced Loan
REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary
to prepare the foregoing returns, schedules, statements or information,
such records, for federal income tax purposes, to be maintained on a
calendar year and on an accrual basis.
The Holder of the largest Percentage Interest in the Class R
Certificates shall be the tax matters person of the Upper-Tier REMIC, and the
Holder of the largest Percentage Interest in the Class LR Certificates shall be
the tax matters persons of the Villas Parkmerced Loan REMIC and the Lower-Tier
REMIC pursuant to Treasury Regulations Section 1.860F-4(d). The Trustee shall
sign all Tax Returns and other reports required by this Section 4.04 and
promptly either file them or do as otherwise provided by this Section. If more
than one Holder shall hold an equal Percentage Interest in the Class R or Class
LR Certificates larger than that held by any other Holder, the first such Holder
to have acquired such Class R or Class LR Certificates shall be such tax matters
person. The Trustee shall act as attorney-in-fact and agent for the tax matters
person of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC and the
Upper-Tier REMIC, and each Holder of a Percentage Interest in the Class R or
Class LR Certificates, by acceptance hereof, is deemed to have consented to the
Trustee's appointment in such capacity and agrees to execute any documents
required to give effect thereto, and any fees and expenses incurred by the
Trustee in connection with any audit or administrative or judicial proceeding
shall be paid by the Trust Fund.
The Trustee shall not intentionally take any action or intentionally
omit to take any action if, in taking or omitting to take such action, the
Trustee knows that such action or omission (as the case may be) would cause the
termination of the REMIC status of the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Villas
Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC (other than
a tax on income expressly permitted to be received by the terms of this
Agreement). Notwithstanding any provision of this paragraph to the contrary, the
Trustee shall not be required to take any action that the Trustee in good faith
believes to be inconsistent with any other provision of this Agreement, nor
shall the Trustee be deemed in violation of this paragraph if it takes any
action expressly required or authorized by any other provision of this
Agreement, and the Trustee shall have no responsibility or liability with
respect to any act or omission of the Depositor, the Master Servicers or the
Special Servicer which does not enable the Trustee to comply with any of clauses
(i) through (vi) of the first paragraph of this Section 4.04(a) or which results
in any action contemplated by clauses (i) or (ii) of the next succeeding
sentence. In this regard the Trustee shall (i) exercise reasonable care not to
allow the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the party seeking such action shall have delivered to
the Trustee an Opinion of Counsel (at such party's expense) that such occurrence
would not (A) result in a taxable gain, (B) otherwise subject the Villas
Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to tax
(other than a tax at the highest marginal corporate tax rate on net income from
foreclosure property), or (c) cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC; and (ii)
exercise reasonable care not to allow the Trust Fund to receive any
contributions, or any income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC (provided, however,
that the receipt of any income expressly permitted or contemplated by the terms
of this Agreement shall not be deemed to violate this clause). None of the
Master Servicers, the Special Servicer and the Depositor shall be responsible or
liable (except in connection with any act or omission referred to in the two
preceding sentences or the following sentence) for any failure by the Trustee to
comply with the provisions of this Section 4.04. The Depositor, the Master
Servicers and the Special Servicer shall cooperate in a timely manner with the
Trustee in supplying any information within the Depositor's, the applicable
Master Servicer's or the Special Servicer's control (other than any confidential
information) that is reasonably necessary to enable the Trustee to perform its
duties under this Section 4.04.
(b) The following assumptions are to be used for purposes of
determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the
Regular Certificates: (i) each Mortgage Loan will pay principal and interest in
accordance with its terms and scheduled payments will be timely received on
their Due Dates, provided that the Mortgage Loans will prepay in accordance with
the Prepayment Assumption; (ii) none of the Sole Certificateholder, the Master
Servicers, the Special Servicer and the Certificateholder owning a majority of
the Percentage Interests in the Controlling Class will exercise the right
described in Section 9.01 of this Agreement to cause early termination of the
Trust Fund; and (iii) no Mortgage Loan is repurchased by a Mortgage Loan Seller
pursuant to Article II hereof.
Section 4.05 Imposition of Tax on the Trust Fund. In the event that
any tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on the Villas Parkmerced Loan REMIC, the Upper-Tier
REMIC or the Lower-Tier REMIC, such tax shall be charged against amounts
otherwise distributable to the Holders of the Certificates; provided, that any
taxes imposed on any net income from foreclosure property pursuant to Code
Section 860G(d) or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such
taxes are paid, the Special Servicer from time to time shall withdraw from
amounts in the REO Account (and, in the case of any Serviced Whole Loans, from
amounts in the Serviced Whole Loan REO Account) allocable to the Mortgage Loans
and transfer to the Trustee amounts reasonably determined by the Trustee to be
necessary to pay such taxes, which the Trustee shall maintain in a separate,
non-interest-bearing account, and the Trustee shall send to the Special Servicer
for deposit in the REO Account (or, if applicable, the Serviced Whole Loan REO
Account) the excess determined by the Trustee from time to time of the amount in
such account over the amount necessary to pay such taxes) and shall be paid
therefrom; provided that any such tax imposed on net income from foreclosure
property that exceeds the amount in any such reserve shall be retained from
Available Funds as provided in Section 3.06(b)(xiii) or, in the case of any
Serviced Whole Loans, in Section 3.06(c)(xiii), and the next sentence. Except as
provided in the preceding sentence, the Trustee is hereby authorized to and
shall retain or cause to be retained from Available Funds sufficient funds to
pay or provide for the payment of, and to actually pay, such tax as is legally
owed by the applicable REMIC (but such authorization shall not prevent the
Trustee from contesting, at the expense of the Trust Fund that (any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings). The Trustee is hereby authorized
to and shall segregate or cause to be segregated, into a separate non-interest
bearing account, (i) the net income allocable to the Mortgage Loans from any
"prohibited transaction" under Code Section 860F(a) or (ii) the amount of any
contribution to the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC after the Startup Day that is subject to tax under Code Section
860G(d) and use such income or amount, to the extent necessary, to pay such tax
(and return the balance thereof, if any, to the applicable Collection Account,
the Lower-Tier Distribution Account or the Upper-Tier Distribution Account, as
the case may be). To the extent that any such tax is paid to the IRS, the
Trustee shall retain an equal amount from future amounts otherwise distributable
to the Holders of the Class R or the Class LR Certificates, as the case may be,
and shall distribute such retained amounts to the Holders of Regular
Certificates, or the Trustee as Holder of the Lower-Tier Regular Interests,
until they are fully reimbursed and then to the Holders of the Class R
Certificates or the Class LR Certificates, as applicable. Neither the Master
Servicers, the Special Servicer nor the Trustee shall be responsible for any
taxes imposed on the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC except to the extent such tax is attributable to a breach of a
representation or warranty or the gross negligence or willful misconduct of the
applicable Master Servicer, the Special Servicer or the Trustee or an act or
omission of the applicable Master Servicer, the Special Servicer or the Trustee
in contravention of this Agreement, provided, further, that such breach, act or
omission could result in liability under Section 6.03, in the case of either
Master Servicer or Section 4.04 or 8.01, in the case of the Trustee.
Notwithstanding anything in this Agreement to the contrary, in each such case,
the Master Servicers or the Special Servicer shall not be responsible for
Trustee's breaches, acts or omissions, and the Trustee shall not be responsible
for the breaches, acts or omissions of the Master Servicers or the Special
Servicer.
Section 4.06 Remittances. (a) "Applicable Monthly Payment" shall
mean, for any Mortgage Loan with respect to any month, (A) if such Mortgage Loan
is delinquent as to its Balloon Payment (including any such Mortgage Loan as to
which the related Mortgaged Property has become an REO Property), the related
Assumed Scheduled Payment, and (B) if such Mortgage Loan is not described in
clause (A) above (including any such Mortgage Loan as to which the related
Mortgaged Property has become an REO Property), the Monthly Payment (after
giving effect to any modification other than as described in (A) above);
provided, however, that for purposes of calculating the amount of any P&I
Advance required to be made by the applicable Master Servicer or the Trustee,
notwithstanding the amount of such Applicable Monthly Payment, interest shall be
calculated at the Net Mortgage Pass-Through Rate (plus the Trustee Fee Rate).
The Applicable Monthly Payment shall be reduced, for purposes of P&I Advances,
by any modifications pursuant to Section 3.31, Section 3.32 or Section 3.34, as
applicable, or otherwise and by any reductions by a bankruptcy court pursuant to
a plan of reorganization or pursuant to any of its equitable powers.
(b) On the Servicer Remittance Date immediately preceding each
Distribution Date, each Master Servicer with respect to the Mortgage Loans that
it is servicing shall:
(i) remit to the Trustee for deposit in the Lower-Tier Distribution
Account or the Villas Parkmerced Loan REMIC Distribution Account, as
applicable, an amount equal to Prepayment Premiums and Yield Maintenance
Charges, and for deposit in accordance with Section 3.05(j) Excess
Liquidation Proceeds, in each case received by the applicable Master
Servicer in its Collection Period preceding such Distribution Date;
(ii) remit to the Trustee for deposit in the Lower-Tier Distribution
Account or the Villas Parkmerced Loan REMIC Distribution Account, as
applicable, an amount equal to the aggregate of the Available Funds (other
than with respect to the Villas Parkmerced Pooled Component) or Villas
Parkmerced Available Funds, respectively, for such Distribution Date; and
(iii) remit to the Trustee for deposit in the Grantor Trust
Distribution Account an amount equal to the Excess Interest for the
benefit of the Class S Certificateholders received by such Master Servicer
in the Collection Period preceding such Distribution Date.
Section 4.07 P&I Advances. (a) On or before 1:00 p.m. (New York City
time) on each Servicer Remittance Date, each Master Servicer shall in the case
of all Mortgage Loans either (i) remit to the Trustee for deposit into the
Villas Parkmerced Loan REMIC Distribution Account or the Lower-Tier Distribution
Account, as applicable, 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 its Collection Account or the
applicable Serviced Whole Loan Collection Account, as applicable, for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances; provided that such amounts in the applicable
Serviced Whole Loan Collection Account shall only be applied up to the related
Mortgage Loan's pro rata share of the amounts held therein on such date 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 by such Master Servicer. Any amounts
held in the applicable Collection Account or any Serviced Whole Loan Collection
Account, as applicable, for future distribution and so used to make P&I Advances
shall be appropriately reflected in the applicable Master Servicer's records and
replaced by such Master Servicer by deposit in the applicable Collection Account
or the applicable Serviced Whole Loan Collection Account, as applicable, on or
before the next succeeding P&I Advance Determination 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). Each
Master Servicer shall notify the Trustee 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 the P&I Advance Determination
Date. If the applicable Master Servicer fails to make a required P&I Advance by
1:00 p.m. (New York City time) on any Servicer Remittance Date, then the Trustee
shall make such P&I Advance pursuant to Section 7.06 by 12:00 noon (New York
City time) on the related Distribution Date, in each case unless the applicable
Master Servicer shall have cured such failure (and provided written notice of
such cure to the Trustee) by 11:00 a.m. (New York City time) on such
Distribution Date or the Trustee determines that such P&I Advance, if made,
would be a Nonrecoverable Advance. Neither the Master Servicers nor the Trustee
shall be required to make P&I Advances on any Companion Loan.
(b) Subject to Sections 4.07(c) and 4.07(e) below, the aggregate
amount of P&I Advances to be made by each Master Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) all Monthly Payments (in
each case, net of related Servicing Fees) other than Balloon Payments, that were
due during the related Collection Period and delinquent as of the close of
business on the P&I Advance Determination Date (or not advanced by the
applicable Master Servicer or any sub-servicer on behalf of such Master
Servicer) with respect to the Mortgage Loans that it is servicing and (ii) with
respect to each Mortgage Loan that such Master Servicer is servicing and as to
which the related Balloon Payment was due during or prior to the related
Collection Period and was delinquent (including any applicable grace period) as
of the end of the related Collection 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
each Master Servicer to make such P&I Advances, with respect to the Mortgage
Loans that it is servicing, is mandatory, and with respect to any applicable
Mortgage Loan or REO Loan, shall continue until the Distribution Date on which
Liquidation Proceeds or REO Proceeds, if any, are to be distributed.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required hereunder if the applicable Master Servicer, the Special
Servicer or the Trustee, as applicable, determines that such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. In addition, the applicable
Master Servicer shall not make any P&I Advance to the extent that it has
received written notice that the Special Servicer has determined that such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such
recoverability determination, the applicable Master Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to (i) give due regard
to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the recovery of which, at the time
of such consideration, is being deferred or delayed by the Master Servicers or
the Trustee, as applicable, in light of the fact that proceeds on the related
Mortgage Loan are a source of recovery not only for the P&I Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount which is being or may be
deferred or delayed and (ii) consider (among other things) the obligations of
the Borrower under the terms of the related Mortgage Loan (or the related
Serviced Whole Loan, as applicable) 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 applicable Servicing Standard in the case of the Master
Servicers and the Special Servicer) regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, to estimate and
consider (consistent with the applicable Servicing Standard in the case of the
Master Servicers and the Special Servicer) (among other things) future expenses
and to estimate and consider (among other things) the timing of recoveries.
Each Master Servicer, the Special Servicer and the Trustee, as
applicable, shall consider Unliquidated Advances in respect of prior P&I
Advances for purposes of nonrecoverability determinations as if such
Unliquidated Advances were unreimbursed P&I Advances. None of the Master
Servicers or Trustee shall make any P&I Advances with respect to delinquent
amounts due on any Companion Loan. If an Appraisal of the related Mortgaged
Property shall not have been obtained within the prior 12 month period (and the
applicable Master Servicer and the Trustee shall each request any such appraisal
from the Special Servicer prior to ordering an Appraisal pursuant to this
sentence) or if such an Appraisal shall have been obtained but as a result of
unforeseen occurrences, such Appraisal does not, in the good faith determination
of the applicable Master Servicer, the Special Servicer or the Trustee, reflect
current market conditions, and the applicable Master Servicer or the Trustee, as
applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, such Master Servicer, the Special Servicer or the
Trustee, as the case may be, may, subject to its reasonable and good faith
determination that such Appraisal will demonstrate the nonrecoverability of the
related Advance, obtain an Appraisal for such purpose at the expense of the
Trust Fund (and, in the case of any Serviced Whole Loan, first of the related
Serviced B Loan Noteholders, if any, and second, to the extent such expense
remains unpaid, of the Trust Fund).
Any such determination by the applicable Master Servicer or the
Trustee that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance shall be
evidenced by a certificate of a Servicing Officer delivered to the Trustee, the
Special Servicer and the Depositor and, in the case of the Trustee, by a
certificate of a Responsible Officer of the Trustee, delivered to the Depositor,
the applicable Master Servicer and the Special Servicer, which in each case sets
forth such nonrecoverability determination and the considerations of such Master
Servicer or the Trustee, as applicable, forming the basis of such determination
(such certificate accompanied by, to the extent available, income and expense
statements, rent rolls, occupancy status, property inspections and other
information used by such Master Servicer or the Trustee, as applicable, to make
such determination, together with any existing Appraisal or any Updated
Appraisal); provided, however, that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is nonrecoverable and shall
deliver to the applicable Master Servicer and the Trustee notice of such
determination, together with a certificate of a Servicing Officer and the
supporting information described above. Any such determination shall be
conclusive and binding on the applicable Master Servicer, the Special Servicer
and the Trustee.
Any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person's determination
that a P&I Advance is a Nonrecoverable Advance) and (consistent with the
applicable Servicing Standard in the case of the applicable Master Servicer or
the Special Servicer) may obtain, at the expense of the Trust Fund (and, in the
case of any Serviced Whole Loan, first of the related Serviced B Loan
Noteholders, if any, and second, to the extent such expense remains unpaid, of
the Trust Fund), any analysis, Appraisals or market value estimates or other
information for such purposes. Absent bad faith, any such determination as to
the recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders.
Notwithstanding the above, (i) the Trustee shall be entitled to rely
conclusively on any determination by the applicable Master Servicer or the
Special Servicer, as applicable, that a P&I Advance, if made, would be a
Nonrecoverable P&I Advance and (ii) the applicable Master Servicer will be
entitled to rely conclusively on any nonrecoverability determination of the
Special Servicer. The Trustee, in determining whether or not a P&I Advance
previously made is, or a proposed P&I Advance, if made, would be, a
Nonrecoverable P&I Advance shall be subject to the standards applicable to the
applicable Master Servicer hereunder. The Special Servicer shall promptly
furnish the applicable Master Servicer and the Trustee with any information in
its possession regarding the Specially Serviced Loans and REO Properties as each
such party may reasonably request for purposes of making recoverability
determinations.
(d) In connection with the recovery of any P&I Advance out of the
applicable Collection Account pursuant to Section 3.06(b) or any Serviced Whole
Loan Collection Account pursuant to Section 3.06(c), each Master Servicer shall
be entitled to pay itself or the Trustee, as the case may be (in reverse of such
order with respect to any Mortgage Loan or REO Property), out of any amounts
then on deposit in its Collection Account or the applicable Serviced Whole Loan
Collection Account (to the extent amounts therein relate to the Mortgage Loans,
taking into account the related Co-Lender Agreement), as applicable, interest at
the Advance 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 (or if
such P&I Advance was made prior to the end of any grace period applicable to the
subject delinquent Monthly Payment, for so long as such P&I Advance is
outstanding following the end of such grace period) with respect to the Mortgage
Loan that such Master Servicer is servicing. Each Master Servicer shall
reimburse itself or the Trustee, as the case may be, for any outstanding P&I
Advance as soon as practicably possible after funds available for such purpose
are deposited in its Collection Account or the applicable Serviced Whole Loan
Collection Account with respect to the Mortgage Loan that such Master Servicer
is servicing.
Notwithstanding the foregoing, (i) neither the applicable Master
Servicer nor the Trustee shall make an advance for Excess Interest, Yield
Maintenance Charges or Penalty Charges and (ii) the amount of any P&I Advance
with respect to a Mortgage Loan as to which there has been an Appraisal
Reduction will be an amount equal to the product of (i) the amount required to
be advanced without giving effect to this proviso and (ii) a fraction, the
numerator of which is the Stated Principal Balance of such Mortgage Loan as of
the immediately preceding Determination Date less any Appraisal Reduction Amount
applicable to such Mortgage Loan and the denominator of which is the Stated
Principal Balance of such Mortgage Loan as of such Determination Date. All P&I
Advances for any Mortgage Loans that have been modified shall be calculated on
the basis of their terms as modified.
The portion of any Insurance Proceeds and Net Liquidation Proceeds
in respect of a Mortgage Loan or any REO Loan allocable to principal shall equal
the total amount of such proceeds minus (i) any portion thereof payable to the
applicable Master Servicer, the Special Servicer or the Trustee pursuant to this
Agreement and (ii) a portion thereof equal to the interest component of the
Monthly Payment(s), as accrued at the related Net Mortgage Rate from the date as
to which interest was last paid by the Borrower up to but not including the Due
Date in the Collection Period in which such proceeds are received; provided,
however, in the event that the interest portion(s) of one or more P&I Advances
with respect of such Mortgage Loan or REO Loan, as applicable, were reduced as a
result of an Appraisal Reduction Event, the amount of the Net Liquidation
Proceeds to be applied to interest shall be reduced by the aggregate amount of
such reductions and the portion of such Net Liquidation Proceeds to be applied
to principal shall be increased by such amount, and if the amount of the Net
Liquidation Proceeds to be applied to principal has been applied to pay the
principal of such Mortgage Loan or REO Loan in full, any remaining Net
Liquidation Proceeds shall then be applied to pay any remaining accrued and
unpaid interest of such Mortgage Loan or REO Loan.
(e) Each Master Servicer or the Trustee, as applicable, shall be
entitled to the reimbursement of P&I Advances it makes to the extent permitted
pursuant to Section 3.06 of this Agreement together with any related Advance
Interest Amount in respect of such P&I Advances to the extent permitted pursuant
to Section 3.06 and each Master Servicer and the Special Servicer each hereby
covenants and agrees to promptly seek and effect the reimbursement of such
Advances from the related Borrowers to the extent permitted by applicable law
and the related Mortgage Loan and this Agreement.
Section 4.08 Grantor Trust Reporting. The parties intend that the
portions of the Trust Fund consisting of Excess Interest and proceeds thereof in
the Grantor Trust Distribution Account shall be treated as a "grantor trust"
under the Code, and the provisions thereof shall be interpreted consistently
with this intention. In furtherance of such intention, the Bond Administrator
shall file or cause to be filed with the IRS Form 1041 or such other form as may
be applicable and shall furnish or cause to be furnished to the Holders of the
Class S Certificates their allocable share of income with respect to Excess
Interest as such amounts are received. In addition, the Trustee shall maintain
adequate books and records to account for the separate entitlements of the
Lower-Tier REMIC and the Grantor Trust.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. (a) The Certificates consist of the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-AB Certificates, the Class A-4 Certificates, the Class A-1A
Certificates, the Class A-1B Certificates, the Class X Certificates, the Class
A-M Certificates, the Class A-J Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates, the Class E Certificates, the
Class F Certificates, the Class G Certificates, the Class H Certificates, the
Class J Certificates, the Class K Certificates, the Class L Certificates, the
Class M Certificates, the Class N Certificates, the Class O Certificates, the
Class P Certificates, the Class Q Certificates, the Class VPM-1 Certificates,
the Class VPM-2 Certificates, the Class VPM-3 Certificates, the Class VPM-4
Certificates, the Class S Certificates, the Class R Certificates and the Class
LR Certificates.
The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4,
Class S, Class R and Class LR Certificates will be substantially in the forms
annexed hereto as Exhibits A-1 through A-32, as set forth in the Table of
Exhibits hereto. The Certificates of each Class will be issuable in registered
form only, in minimum denominations of authorized Certificate Balance or
Notional Balance, as applicable, as described in the succeeding table, and
multiples of $l in excess thereof (or such lesser amount if the Certificate
Balance or Notional Balance, as applicable, is not a multiple of $1). 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) in the case of any Global Certificate, set forth on a schedule attached
thereto or, in the case of any beneficial interest in a Global Certificate, the
amount set forth on the books and records of the related Depository Participant
or Indirect Participant, as applicable, (ii) expressed in terms of Certificate
Balance or Notional Balance, as applicable, and (iii) be in an authorized
denomination, as set forth below.
Minimum Aggregate Denomination of
Class Denomination all Certificates of Class
----- ------------ -------------------------
A-1.............. $10,000 $72,000,000
A-2.............. $10,000 $239,000,000
A-3.............. $10,000 $53,000,000
A-AB............. $10,000 $111,000,000
A-4.............. $10,000 $839,906,000
A-1A............. $10,000 $308,000,000
A-1B............. $10,000 $518,636,000
X................ $1,000,000 $3,059,345,770
A-M.............. $10,000 $305,934,000
A-J.............. $10,000 $217,979,000
B................ $25,000 $22,945,000
C................ $25,000 $34,417,000
D................ $25,000 $38,242,000
E................ $25,000 $49,714,000
F................ $25,000 $42,066,000
G................ $25,000 $38,242,000
H................ $25,000 $34,418,000
J................ $25,000 $34,418,000
K................ $25,000 $15,296,000
L................ $25,000 $11,473,000
M................ $25,000 $11,472,000
N................ $25,000 $7,649,000
O................ $25,000 $7,648,000
P................ $25,000 $7,648,000
Q................ $25,000 $38,242,770
VPM-1............ $1,000,000 $10,300,000
VPM-2............ $1,000,000 $18,200,000
VPM-3............ $1,000,000 $2,700,000
VPM-4............ $1,000,000 $18,800,000
Each Certificate will share ratably in all rights of the related
Class. The Class S, Class R and Class LR Certificates will each be issuable in
one or more registered, definitive physical certificates in minimum
denominations of 5% Percentage Interests and integral multiples of a 1%
Percentage Interest in excess thereof and together aggregating the entire 100%
Percentage Interest in each such Class.
The Global Certificates shall be issued as one or more certificates
registered in the name of a nominee designated by the Depository, and Beneficial
Owners shall hold interests in the Global Certificates through the book-entry
facilities of the Depository in the minimum Denominations and aggregate
Denominations and Classes as set forth above.
The Global Certificates shall in all respects be entitled to the
same benefits under this Agreement as Individual Certificates authenticated and
delivered hereunder.
(b) Except insofar as pertains to any Individual Certificate, the
Trust Fund, the Paying Agent and the Trustee may for all purposes (including the
making of payments due on the Global Certificates and the giving of notice to
Holders thereof) deal with the Depository as the authorized representative of
the Beneficial Owners with respect to the Global Certificates for the purposes
of exercising the rights of Certificateholders hereunder; provided, however,
that, for purposes of providing information pursuant to Section 3.22 or
transmitting communications pursuant to Section 5.05(a), to the extent that the
Depositor has provided the Trustee with the names of Beneficial Owners (even if
such Certificateholders hold their Certificates through the Depository) the
Trustee shall provide such information to such Beneficial Owners directly. The
rights of Beneficial Owners with respect to Global Certificates shall be limited
to those established by law and agreements between such Certificateholders and
the Depository and Depository Participants. Except as set forth in Section
5.01(e) below, Beneficial Owners of Global Certificates shall not be entitled to
physical certificates for the Global Certificates as to which they are the
Beneficial Owners. Requests and directions from, and votes of, the Depository as
Holder of the Global Certificates shall not be deemed inconsistent if they are
made with respect to different Beneficial Owners. Subject to the restrictions on
transfer set forth in this Section 5.02 and Applicable Procedures, the holder of
a beneficial interest in a Private Global Certificate may request that the
Trustee cause the Depository (or any Agent Member) to notify the Certificate
Registrar and the Certificate Custodian in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Upon receipt of such a request and payment by the related
Beneficial Owner of any attendant expenses, the Depositor shall cause the
issuance and delivery of such Individual Certificates. The Certificate Registrar
may establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and give notice to the Depository
of such record date. Without the written consent of the Certificate Registrar,
no Global Certificate may be transferred by the Depository except to a successor
Depository that agrees to hold the Global Certificates for the account of the
Beneficial Owners.
(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.
(d) The Global Certificates (i) shall be delivered by the
Certificate Registrar to the Depository or, pursuant to the Depository's
instructions on behalf of the Depository to, and deposited with, the Certificate
Custodian, and in either case 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 Global 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 (i) the Depository advises the Trustee in writing that the
Depository is no longer willing, qualified or able properly to discharge its
responsibilities as Depository, and the Depositor is unable to locate a
qualified successor, (ii) the Depositor, at its sole option, elects to terminate
the book-entry system through the Depository with respect to all or any portion
of any Class of Certificates or (iii) after the occurrence of an Event of
Default, Beneficial Owners owning not less than a majority in Certificate
Balance or Notional Balance, as applicable, of the Global Certificate for any
Class then outstanding advise the Trustee and the Depository through Depository
Participants in writing that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Beneficial Owner or Owners
of such Global Certificate, the Trustee shall notify the affected Beneficial
Owner or Owners through the Depository of the occurrence of such event and the
availability of Individual Certificates to such Beneficial Owners requesting
them. Upon surrender to the Trustee of Global Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Individual Certificates. Neither the
Trustee, the Certificate Registrar, the applicable Master Servicer, the Special
Servicer nor the Depositor shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery
of such instructions. Upon the issuance of Individual Certificates, the Trustee,
the Certificate Registrar and the applicable Master Servicer shall recognize the
Holders of Individual Certificates as Certificateholders hereunder.
(f) If the Trustee, its agents or the Master Servicers or Special
Servicer have instituted or have been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Master Servicers or the Special Servicer have
been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Trustee, the Master Servicers or the Special Servicer to
obtain possession of the Certificates, the Trustee, the Master Servicers or the
Special Servicer may in their sole discretion determine that the Certificates
represented by the Global Certificates shall no longer be represented by such
Global Certificates. In such event, the Trustee or the Authenticating Agent will
execute and authenticate and the Certificate Registrar will deliver, in exchange
for such Global Certificates, Individual Certificates (and if the Trustee or the
Certificate Custodian has in its possession Individual Certificates previously
executed, the Authenticating Agent will authenticate and the Certificate
Registrar will deliver such Certificates) in a Denomination equal to the
aggregate Denomination of such Global Certificates.
(g) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Trustee shall make available to each Holder of a Class X,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class
O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4, Class
S, Class R or Class LR Certificate, upon request of such a Holder, information,
to the extent such information is in its possession, substantially equivalent in
scope to the information currently filed by the Master Servicers with the
Commission pursuant to the Exchange Act, plus such additional information
required to be provided for securities qualifying for resales under Rule 144A
under the Act, all of which information referred to in this paragraph shall be
provided on a timely basis to the Trustee by the Master Servicers.
For so long as the Class R or Class LR Certificates remain
outstanding, none of the Depositor, the Trustee or the Certificate Registrar
shall take any action which would cause the Trust Fund to fail to be subject to
Section 15(d) of the Exchange Act.
(h) Each Certificate may be printed or in typewritten or similar
form, and each Certificate shall, upon original issue, be executed and
authenticated by the Trustee or the Authenticating Agent and delivered to the
Depositor. All Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee or Authenticating Agent by an authorized officer or
signatory. Certificates bearing the signature of an individual who was at any
time the proper officer or signatory of the Trustee or Authenticating Agent
shall bind the Trustee or Authenticating Agent, notwithstanding that such
individual has ceased to hold such office or position prior to the delivery of
such Certificates or did not hold such office or position at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication in the form set forth in Exhibits A-1 through
A-32 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.
(i) If, in connection with any Distribution Date, the Trustee shall
have reported the amount of an anticipated distribution to the Depository based
on the expected receipt of any monthly payment based on information set forth in
any report of the Master Servicers or the Special Servicer, or any other monthly
payment, Balloon Payment or prepayment expected to be paid on the last two
Business Days preceding such Distribution Date, and the related Borrower fails
to make such payments at such time, the Trustee shall use commercially
reasonable efforts to cause the Depository to make the revised distribution on a
timely basis on such Distribution Date. Any out-of-pocket costs incurred by the
Trustee as a consequence of a Borrower failing to make such payments shall be
reimbursable to the Trustee as an expense of the Trust Fund.
Section 5.02 Registration, Transfer and Exchange of Certificates.
(a) The Trustee shall keep or cause to be kept at its offices books (the
"Certificate Register") for the registration, transfer and exchange of
Certificates (the Trustee, in such capacity, being the "Certificate Registrar").
The Depositor, the Master Servicers 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 the individual Participants
holding beneficial interests in the Trust Fund through the Depository. 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 Depositor, Certificate Registrar, the Master Servicers, Special
Servicer, the Trustee, the Trustee, any Paying Agent and any agent of any of
them shall not be affected by any notice or knowledge to the contrary. An
Individual Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its offices together with an
assignment and transfer (executed by the Holder or his duly authorized
attorney), subject to the requirements of Sections 5.01(h) and 5.02(c), (d),
(e), (f), (g), (h) and (i). Upon request of the Trustee, the Certificate
Registrar shall provide the Trustee with the names, addresses and Percentage
Interests of the Holders.
(b) Upon surrender for registration of transfer of any Individual
Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f),
(g), (h) and (i), the Trustee 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 Individual 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
subsequently destroyed by the Certificate Registrar. Each new Certificate issued
pursuant to this Section 5.02 shall be registered in the name of any Person as
the transferring Holder may request, subject to the provisions of Sections
5.01(h) and 5.02(c), (d), (e), (f), (g), (h) and (i).
(c) In addition to the provisions of Sections 5.01(h) and 5.02(d),
(e), (f), (g), (h) and (i) and the rules of the Depository, the exchange,
transfer and registration of transfer of Individual Certificates or beneficial
interests in the Private Global Certificates shall be subject to the following
restrictions:
(i) Transfers between Holders of Individual Certificates. With
respect to the transfer and registration of transfer of an Individual
Certificate representing an interest in the Class S, Class R or Class LR
Certificates to a transferee that takes delivery in the form of an
Individual Certificate:
(A) The Certificate Registrar shall register the transfer of
an Individual Certificate if the requested transfer is being made by
a transferee who has provided the Certificate Registrar with an
Investment Representation Letter substantially in the form of
Exhibit D-1 hereto (an "Investment Representation Letter"), to the
effect that the transfer is being made to a Qualified Institutional
Buyer in accordance with Rule 144A;
(B) The Certificate Registrar shall register the transfer of
an Individual Certificate pursuant to Regulation S after the
expiration of the Restricted Period if (1) the transferor has
provided the Certificate Registrar with a Regulation S Transfer
Certificate substantially in the form of Exhibit G hereto (a
"Regulation S Transfer Certificate"), and (2) the transferee
furnishes to the Certificate Registrar an Investment Representation
Letter; or
(C) The Certificate Registrar shall register the transfer of
an Individual Certificate if prior to the transfer such transferee
furnishes to the Certificate Registrar (1) an Investment
Representation Letter to the effect that the transfer is being made
to an Institutional Accredited Investor or to an Affiliated Person
in accordance with an applicable exemption under the Act, and (2) an
opinion of counsel acceptable to the Certificate Registrar that such
transfer is in compliance with the Act;
and, in each case, the Certificate Registrar shall register the transfer
of an Individual Certificate only if prior to the transfer the transferee
furnishes to the Certificate Registrar a written undertaking by the
transferor to reimburse the Trust Fund for any costs incurred by it in
connection with the proposed transfer. In addition, the Certificate
Registrar may, as a condition of the registration of any such transfer,
require the transferor to furnish such other certificates, legal opinions
or other information (at the transferor's expense) as the Certificate
Registrar may reasonably require to confirm that the proposed transfer is
being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Act and other applicable laws.
(ii) Transfers within the Private Global Certificates.
Notwithstanding any provision to the contrary herein, so long as a Private
Global Certificate remains outstanding and is held by or on behalf of the
Depository, transfers within the Private Global Certificates shall only be
made in accordance with this Section 5.02(c)(ii).
(A) Rule 144A Global Certificate to Regulation S Global
Certificate During the Restricted Period. If, during the Restricted
Period, a Beneficial Owner of an interest in a Rule 144A Global
Certificate wishes at any time to transfer its beneficial interest
in such Rule 144A Global Certificate to a Person who wishes to take
delivery thereof in the form of a beneficial interest in the related
Regulation S Global Certificate, such Beneficial 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 such Regulation S Global
Certificate only upon compliance with the provisions of this Section
5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the
Corporate Trust Office of (1) written instructions given in
accordance with the Applicable Procedures from an Agent Member
directing the Certificate Registrar to credit or cause to be
credited to another specified Agent Member's account a beneficial
interest in the Regulation S Global Certificate in an amount equal
to the Denomination of the beneficial interest in the Rule 144A
Global Certificate to be transferred, (2) a written order given in
accordance with the Applicable Procedures containing information
regarding the account of the Agent Member and the Euroclear or
Clearstream account, as the case may be, to be credited with, and
the account of the Agent Member to be debited for, such beneficial
interest, and (3) a certificate in the form of Exhibit H hereto
given by the Beneficial Owner of such interest, the Certificate
Registrar shall instruct the Depository or the Certificate
Custodian, as applicable, to reduce the Denomination of the Rule
144A Global Certificate by the Denomination of the beneficial
interest in the Rule 144A Global Certificate to be so transferred
and, concurrently with such reduction, to increase the Denomination
of the Regulation S Global Certificate by the Denomination of the
beneficial interest in the Rule 144A Global Certificate to be so
transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions (who shall be an Agent
Member acting for or on behalf of Euroclear or Clearstream, or both,
as the ease may be) a beneficial interest in the Regulation S Global
Certificate having a Denomination equal to the amount by which the
Denomination of the Rule 144A Global Certificate was reduced upon
such transfer.
(B) Rule 144A Global Certificate to Regulation S Global
Certificate After the Restricted Period. If, after the Restricted
Period, a Beneficial Owner of an interest in a Rule 144A Global
Certificate wishes at any time to transfer its beneficial interest
in such Rule 144A Global Certificate to a Person who wishes to take
delivery thereof in the form of a beneficial interest in the related
Regulation S Global 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 such Regulation S Global Certificate only upon
compliance with the provisions of this Section 5.02(c)(ii)(B). Upon
receipt by the Certificate Registrar at the Corporate Trust Office
of (1) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate Registrar
to credit or cause to be credited to another specified Agent
Member's account a beneficial interest in the Regulation S Global
Certificate in an amount equal to the Denomination of the beneficial
interest in the Rule 144A Global Certificate to be transferred, (2)
a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member
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 Agent Member to be
debited for, such beneficial interest, and (3) a certificate in the
form of Exhibit I hereto given by the Beneficial Owner of such
interest, the Certificate Registrar shall instruct the Depository or
the Certificate Custodian, as applicable, to reduce the Denomination
of the Rule 144A Global Certificate by the aggregate Denomination of
the beneficial interest in the Rule 144A Global Certificate to be so
transferred and, concurrently with such reduction, to increase the
Denomination of the Regulation S Global Certificate by the aggregate
Denomination of the beneficial interest in the Rule 144A Global
Certificate to be so transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions
a beneficial interest in the Regulation S Global Certificate having
a Denomination equal to the amount by which the Denomination of the
Rule 144A Global Certificate was reduced upon such transfer.
(C) Regulation S Global Certificate to Rule 144A Global
Certificate. If the Beneficial Owner of an interest in a Regulation
S Global Certificate wishes at any time to transfer its beneficial
interest in such Regulation S Global Certificate to a Person who
wishes to take delivery thereof in the form of a beneficial interest
in the related Rule 144A Global Certificate, such Beneficial Owner
may, in addition to complying with all Applicable Procedures,
transfer or cause the transfer of such beneficial interest for an
equivalent beneficial interest in such Rule 144A Global Certificate
only upon compliance with the provisions of this Section
5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the
Corporate Trust Office of (1) written instructions given in
accordance with the Applicable Procedures from an Agent Member
directing the Certificate Registrar to credit or cause to be
credited to another specified Agent Member's account a beneficial
interest in the Rule 144A Global Certificate in an amount equal to
the Denomination of the beneficial interest in the Regulation S
Global Certificate to be transferred, (2) a written order given in
accordance with the Applicable Procedures containing information
regarding the account of the Agent Member to be credited with, and
the account of the Agent Member 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 a
Regulation S Global Certificate for a beneficial interest in the
related Rule 144A Global Certificate (i) during the Restricted
Period, a certificate in the form of Exhibit J hereto given by the
holder of such beneficial interest or (ii) after the Restricted
Period, an Investment Representation Letter from the transferee to
the effect that such transferee is a Qualified Institutional Buyer,
the Certificate Registrar shall instruct the Depository or the
Certificate Custodian, as applicable, to reduce the Denomination of
the Regulation S Global Certificate by the aggregate Denomination of
the beneficial interest in the Regulation S Global Certificate to be
transferred, and, concurrently with such reduction, to increase the
Denomination of the Rule 144A Global Certificate by the aggregate
Denomination of the beneficial interest in the Regulation S Global
Certificate to be so transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions
a beneficial interest in such Rule 144A Global Certificate having a
Denomination equal to the amount by which the Denomination of the
Regulation S Global Certificate was reduced upon such transfer.
(iii) Transfers from the Private Global Certificates to Individual
Certificates. Any and all transfers from a Private Global Certificate to a
transferee wishing to take delivery in the form of an Individual
Certificate will require the transferee to take delivery subject to the
restrictions on the transfer of such Individual Certificate described in a
legend set forth on the face of such Certificate substantially in the form
of Exhibit F as attached hereto (the "Securities Legend"), and such
transferee agrees that it will transfer such Individual 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(c)(iii).
(A) Transfers of a beneficial interest in a Private Global
Certificate to an Institutional Accredited Investor will require
delivery in the form of an Individual Certificate and the
Certificate Registrar shall register such transfer only upon
compliance with the provisions of Section 5.02(c)(i)(c).
(B) Transfers of a beneficial interest in a Private Global
Certificate to a Qualified Institutional Buyer or a Regulation S
Investor wishing to take delivery in the form of an Individual
Certificate will be registered by the Certificate Registrar only
upon compliance with the provisions of Sections 5.02(c)(i)(A) and
(B), respectively.
(C) Notwithstanding the foregoing, no transfer of a beneficial
interest in a Regulation S Global Certificate to an Individual
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
Private Global Certificate for an Individual Certificate, as provided
herein, the Certificate Registrar shall endorse on the schedule affixed to
the related Private Global Certificate (or on a continuation of such
schedule affixed to such Private Global 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 Private Global
Certificate equal to the Denomination of such Individual Certificate
issued in exchange therefor or upon transfer thereof. Unless determined
otherwise by the Certificate Registrar and the Depositor in accordance
with applicable law, an Individual Certificate issued upon transfer of or
exchange for a beneficial interest in the Private Global Certificate shall
bear the Securities Legend.
(iv) Transfers of Individual Certificates to the Private Global
Certificates. If a Holder of an Individual 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
Global Certificate or the related Rule 144A Global Certificate, such
transfer may be effected only in accordance with the Applicable Procedures
and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at
the Corporate Trust Office of (l) the Individual Certificate to be
transferred with an assignment and transfer pursuant to Section 5.02(a),
(2) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate Registrar to
credit or cause to be credited to a specified Agent Member's account a
beneficial interest in such Regulation S Global Certificate or such Rule
144A Global Certificate, as the case may be, in an amount equal to the
Denomination of the Individual Certificate to be so transferred, (3) a
written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member 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) an Investment Representation Letter from
the transferee and, if delivery is to be taken in the form of a beneficial
interest in the Regulation S Global 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 Global Certificate, the Certificate Registrar
shall cancel such Individual Certificate, execute and deliver a new
Individual Certificate for the Denomination of the Individual 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
shall instruct the Depository or the Certificate Custodian, as applicable,
to increase the Denomination of the Regulation S Global Certificate or the
Rule 144A Global Certificate, as the case may be, by the Denomination of
the Individual Certificate to be so transferred, and to 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 Global Certificate
during the Restricted Period, shall be an Agent Member acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be, a
corresponding Denomination of the Rule 144A Global Certificate or the
Regulation S Global 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 Private
Global Certificate.
(v) All Transfers. An exchange of a beneficial interest in a Private
Global Certificate for an Individual Certificate or Certificates, an
exchange of an Individual Certificate or Certificates for a beneficial
interest in a Private Global Certificate and an exchange of an Individual
Certificate or Certificates for another Individual Certificate or
Certificates (in each case, whether or not such exchange is made in
anticipation of subsequent transfer, and, in the case of the Private
Global Certificates, so long as the Private Global 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.
(d) If Certificates are issued upon the transfer, exchange or
replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon
the transfer, exchange or replacement of Certificates bearing the Securities
Legend, or if a request is made to remove the Securities Legend on a
Certificate, the Certificates so issued shall bear the Securities Legend, or the
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may
include an opinion of counsel (at the expense of the party requesting the
removal of such legend) familiar with United States securities laws, as may be
reasonably required by the Certificate Registrar, that neither the Securities
Legend nor the restrictions on transfers set forth therein are required to
ensure that transfers of any Certificate comply with the provisions of Rule 144A
or Rule 144 under the Act or that such Certificate is not a "restricted
security" within the meaning of Rule 144 under the Act. Upon provision of such
satisfactory evidence, the Certificate Registrar shall execute and deliver a
Certificate that does not bear the Securities Legend.
(e) Subject to the restrictions on transfer and exchange set forth
in Section 5.01(i) and in this Section 5.02, the Holder of any Individual
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 office of the Trustee or at the office of any transfer agent
appointed as provided under this Agreement, 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. Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such
office of the Trustee or within ten Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), execute and deliver at
the office of the Trustee 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, an Individual 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 Individual Certificate shall not be valid unless
made at the office of the Trustee 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.
(f) An Individual Certificate (other than an Individual Certificate
issued in exchange for a beneficial interest in a Global Certificate pursuant to
Section 5.01) or a beneficial interest in a Private Global Certificate may only
be transferred to Eligible Investors, as described herein. In the event that a
Responsible Officer of the Certificate Registrar becomes aware that such an
Individual Certificate or beneficial interest in a Private Global 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
Individual Certificate or beneficial interest in a Private Global Certificate to
an Eligible Investor within fourteen days after notice of such determination and
each Certificateholder by its acceptance of a Certificate authorizes the
Certificate Registrar to take such action.
(g) Subject to the provisions of this Section 5.02 regarding
transfer and exchange, transfers of the Global Certificates shall be limited to
transfers of such Global Certificates in whole, but not in part, to nominees of
the Depository or to a successor of the Depository or such successor's nominee.
(h) 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 other than for transfers to
Institutional Accredited Investors, as provided herein. 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. 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.
(i) Subject to Section 5.02(e), transfers of the Class S, Class R
and Class LR Certificates may be made only in accordance with this Section
5.02(i). The Certificate Registrar shall register the transfer of a Class S,
Class R or Class LR Certificate only if (x) the transferor has advised the
Certificate Registrar in writing that such Certificate is being transferred to a
Qualified Institutional Buyer, an Affiliated Person or an Institutional
Accredited Investor and (y) prior to such transfer the transferee furnishes to
the Certificate Registrar an Investment Representation Letter. In addition, the
Certificate Registrar may as a condition of the registration of any such
transfer require the transferor to furnish such other certifications, legal
opinions or other information (at the transferor's expense) as it may reasonably
require to confirm that the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Act and other applicable laws.
(j) Neither the Depositor, the Master Servicers, the Trustee nor the
Certificate Registrar are obligated to register or qualify the Class X, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4, Class S, Class R or
Class LR Certificates under the Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification. Any Certificateholder
desiring to affect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Master Servicers, the Trustee and the Certificate Registrar,
against any loss, liability or expense that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(k) No transfer of any Class K, Class L, Class M, Class N and Class
O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4, Class
S, Class R or Class LR Certificate (each, a "Restricted Certificate") shall be
made to (i) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA, or Section 4975 of the Code, or a governmental plan, as
defined in Section 3(32) of ERISA, 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 collective investment
fund in which a Plan is invested, an insurance company that is using the assets
of any insurance company separate account or general account in which the assets
of any such Plan are invested (or which are deemed pursuant to ERISA or any
Similar Law to include assets of Plans) to acquire any such Restricted
Certificate or any other Person acting on behalf of any Plan or using the assets
of any Plan to acquire any such Restricted Certificate, other than (with respect
to transfer of Restricted Certificates other than the Class S Certificates and
the Residual Certificates) an insurance company using the assets of its general
account under circumstances whereby such transfer to such insurance company
would be exempt from the "prohibited transaction" provisions of Sections 406 and
407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE
95-60, or a substantially similar exemption under Similar Law. Each prospective
transferee of a Restricted Certificate shall either (i) deliver to the
Depositor, the Certificate Registrar and the Trustee, a transfer or
representation letter, substantially in the form of Exhibit D-2 hereto, stating
that the prospective transferee is not a Person referred to in (i) or (ii) above
or (ii) in the event the transferee is such an entity specified in (i) or (ii)
above (except in the case of a Class S Certificate or a Residual Certificate,
which may not be transferred unless the transferee represents it is not such an
entity), such entity shall provide any opinions of counsel, officers'
certificates or agreements as may be required by, and in form and substance
satisfactory to, the Depositor, the Trustee and the Certificate Registrar, to
the effect that the purchase and holding of the Certificates by or on behalf of
a Plan will not constitute or result in a non-exempt prohibited transaction
within the meaning of Sections 406 and 407 of ERISA and Section 4975 of the
Code, and will not subject the Master Servicers, the Special Servicer, the
Depositor, the Trustee or the Certificate Registrar to any obligation or
liability. None of the Trustee or the Certificate Registrar shall register a
Class S, Class R or Class LR Certificate in any Person's name unless such Person
has provided the letter referred to in clause (i) of the preceding sentence. The
transferee of a beneficial interest in a Global Certificate that is a Restricted
Certificate shall be deemed to represent that it is not a Plan or a Person
acting on behalf of any Plan or using the assets of any Plan to acquire such
interest other than (with respect to transfers of beneficial interests in Global
Certificates which are Restricted Certificates other than the Class S
Certificates and the Residual Certificates) an insurance company using the
assets of its general account under circumstances whereby such transfer to such
insurance company would be exempt from the "prohibited transaction" provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I
and III of PTCE 95-60, or a substantially similar exemption under Similar Law.
Any transfer of a Restricted Certificate that would violate or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code or
Similar Law shall be deemed absolutely null and void ab initio.
(l) Each Person who has or acquires any Ownership Interest shall be
deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and the rights of each Person
acquiring any Ownership Interest are expressly subject to the following
provisions:
(i) Each Person acquiring or holding any Ownership Interest shall be
a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on
behalf of any Person that is not a Permitted Transferee. Any such Person
shall promptly notify the Certificate Registrar of any change or impending
change in its status (or the status of the beneficial owner of such
Ownership Interest) as a Permitted Transferee. Any acquisition described
in the first sentence of this Section 5.02(l) by a Person who is not a
Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be
restored to registered and beneficial ownership of the Ownership Interest
as fully as possible.
(ii) No Ownership Interest may be Transferred, and no such Transfer
shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate
Registrar shall not recognize the Transfer, and such proposed Transfer
shall not be effective, without such consent with respect thereto. In
connection with any proposed Transfer of any Ownership Interest, the
Certificate Registrar shall, as a condition to such consent, (x) require
delivery to it in form and substance satisfactory to it, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed
transferor an affidavit in substantially the form attached as Exhibit C-1
(a "Transferee Affidavit") of the proposed transferee (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (i) the
proposed transferee historically has paid its debts as they have come due
and intends to do so in the future, (ii) the proposed transferee
understands that, as the holder of an Ownership Interest, it may incur
liabilities in excess of cash flows generated by the residual interest,
(iii) the proposed transferee intends to pay taxes associated with holding
the Ownership Interest as they become due, (iv) the proposed transferee
will not transfer the Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has
actual knowledge that such Person is not a Permitted Transferee or is
acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, (v) the proposed transferee
will not cause income from the Class R or Class LR Certificate to be
attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the proposed transferee
or any other U.S. Person and (vi) the proposed transferee expressly agrees
to be bound by and to abide by the provisions of this Section 5.02(l) and
(y) other than in connection with the initial issuance of the Class R and
Class LR Certificates, require a statement from the proposed transferor
substantially in the form attached as Exhibit C-2 (the "Transferor
Letter"), that the proposed transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee's statements in
the preceding clauses (x)(B)(i) or (iii) are false.
(iii) Notwithstanding the delivery of a Transferee Affidavit by a
proposed transferee under clause (ii) above, if a Responsible Officer of
the Certificate Registrar has actual knowledge that the proposed
transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be
registered on the Certificate Register; provided, however, that the
Certificate Registrar shall not be required to conduct any independent
investigation to determine whether a proposed transferee is a Permitted
Transferee.
Neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction or transfer imposed under Article V of this Agreement or under
applicable law with respect to any transfer of any Certificate, or any interest
therein, other than to require delivery of the certification(s) and/or opinions
of counsel described in Article V applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register.
The Trustee and the Certificate Registrar shall have no liability for transfers,
including transfers made through the book-entry facilities of the Depository or
between or among Depository Participants or Beneficial Owners made in violation
of applicable restrictions.
Upon notice to the Certificate Registrar that there has occurred a
Transfer to any Person that is a Disqualified Organization or an agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, and in any event not later than 60 days after a request for
information from the transferor of such Ownership Interest, or such agent, the
Certificate Registrar and the Trustee agree to furnish to the IRS and the
transferor of such Ownership Interest or such agent such information necessary
to the application of Section 860E(e) of the Code as may be required by the
Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R or Class LR Certificate (or
portion thereof) for periods after such Transfer. At the election of the
Certificate Registrar and the Trustee, the Certificate Registrar and the Trustee
may charge a reasonable fee for computing and furnishing such information to the
transferor or to such agent referred to above; provided, however, that such
Persons shall in no event be excused from furnishing such information.
Section 5.03 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 Certificate Registrar such security or indemnity as may be required by it to
save it, the Trustee and the Master Servicers harmless, then, in the absence of
actual knowledge by a Responsible Officer of the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee or the
Authenticating Agent shall execute and authenticate and the Certificate
Registrar shall 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 tenor and Percentage Interest. Upon the issuance of any new Certificate
under this Section 5.03, 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 Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership of the corresponding interest in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04 Appointment of Paying Agent. The Trustee may appoint a
paying agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.01. The Trustee shall cause such Paying Agent, if other
than the Trustee or the Master Servicers, to execute and deliver to the Master
Servicers and the Trustee an instrument in which such Paying Agent shall agree
with the Master Servicers and the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the Trustee. Except for the Trustee, as the initial Paying
Agent, the Paying Agent shall at all times be an entity having a long-term
unsecured debt rating of at least "A+" by S&P and "A1" by Moody's, or shall be
otherwise acceptable to each Rating Agency.
Section 5.05 Access to Certificateholders' Names and Addresses. (a)
If any Certificateholder (for purposes of this Section 5.05, an "Applicant")
applies in writing to the Certificate Registrar, and such application states
that the Applicant desires to communicate with other Certificateholders, the
Certificate Registrar shall furnish or cause to be furnished to such Applicant a
list of the names and addresses of the Certificateholders as of the most recent
Record Date, at the expense of the Applicant.
(b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee that the Trustee and the Certificate
Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06 Actions of Certificateholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when required, to the applicable Master Servicer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the
applicable Master Servicer, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Trustee or the applicable Master Servicer in reliance thereon, whether or
not notation of such action is made upon such Certificate.
(d) The Trustee or Certificate Registrar may require such additional
proof of any matter referred to in this Section 5.06 as it shall deem necessary.
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER
Section 6.01 Liability of the Depositor, the Master Servicers and
the Special Servicer. The Depositor, each Master Servicer and the Special
Servicer each shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement.
Section 6.02 Merger or Consolidation of either Master Servicer.
Subject to the following paragraph, each Master Servicer will keep in full
effect its existence, rights and good standing (i) as a corporation under the
laws of the State of Delaware (with respect to the Midland Master Servicer or
(ii) as a national banking association under the laws of the United States (with
respect to the Wachovia Master Servicer) and will not jeopardize its ability to
do business in each jurisdiction in which the Mortgaged Properties securing the
Mortgage Loans that it is servicing are located or to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
that it is servicing and to perform its respective duties under this Agreement.
Each Master Servicer, the Special Servicer or the Depositor may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets to any Person, in which case any Person resulting from any
merger or consolidation to which it shall be a party, or any Person succeeding
to its business, shall be the successor of such Master Servicer, the Special
Servicer or the Depositor hereunder, and shall be deemed to have assumed all of
the liabilities of such Master Servicer, the Special Servicer or the Depositor
hereunder, if each of the Rating Agencies has confirmed in writing that such
merger or consolidation or transfer of assets and succession, in and of itself,
will not cause a downgrade, qualification or withdrawal of the then-current
ratings assigned by such Rating Agency to any Class of Certificates.
Notwithstanding the foregoing, prior to the date upon which the Trust's Exchange
Act reporting obligation is suspended by the filing of the Form 15 as
contemplated by Section 10.10, no Master Servicer or Special Servicer may remain
the Master Servicer or Special Servicer under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any Person if such
Person is a Prohibited Party, except to the extent (i) such Master Servicer or
Special Servicer is the surviving entity of such merger, consolidation or
transfer and has been and continues to be in compliance with its Regulation AB
reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld.
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicers and Others. (a) Neither the Depositor, the Master Servicers nor the
Special Servicer nor any of the directors, officers, employees, members,
managers or agents (including sub-servicers) of the Depositor, the Master
Servicers or the Special Servicer shall be under any liability to the Trust
Fund, the Certificateholders or any Serviced Companion Loan Noteholders for any
action taken, or for refraining from the taking of any action, in good faith
pursuant to this Agreement (including actions taken or not taken at the
direction of the Directing Certificateholder), or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
applicable Master Servicer or the Special Servicer, or any member, manager,
director, officer, employee or agent (including sub-servicers) of the Depositor,
such Master Servicer or the Special Servicer, against any breach of warranties
or representations made herein, or against any liability which would otherwise
be imposed by reason of willful misconduct, bad faith, fraud or negligence (or
in the case of the applicable Master Servicer or Special Servicer, by reason of
any specific liability imposed hereunder for a breach of the Servicing Standard)
in the performance of duties or by reason of negligent disregard of obligations
or duties hereunder. The Depositor, each Master Servicer, the Special Servicer,
and any member, manager, director, officer, employee or agent (including
sub-servicers) of the Depositor, such Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any appropriate Person respecting any matters
arising hereunder. The Depositor, each Master Servicer, the Special Servicer and
any member, manager, director, officer, employee or agent (including
sub-servicers) of the Depositor, such Master Servicer or the Special Servicer
shall be indemnified and held harmless by the Trust Fund out of the applicable
Collection Account (in accordance with Section 3.06(b) or, if such matter
relates directly to any Serviced Whole Loan, first out of the applicable
Serviced Whole Loan Collection Account; provided that such expenses will first
be allocated to the related Serviced B Loan, if any, and then will be allocated
to the related Mortgage Loan, and then, if funds therein are insufficient, out
of the Collection Accounts in accordance with Section 3.06, provided, that with
respect to the Arrowhead Shopping Center Whole Loan, (i) such allocation first
to the related B Loan shall only apply during the occurrence and continuance of
a material default under the Mortgage Loan Documents related to the Arrowhead
Shopping Center Whole Loan as defined in Section 3(b) of the Arrowhead Shopping
Center Intercreditor Agreement and (ii) the Depositor and its members, managers,
directors, officers, employees and agents will not be entitled to such
reimbursement out of funds allocated to the Arrowhead Shopping Center B Loan;
provided, however, that if such losses and liabilities relate solely to the
Villas Parkmerced Mortgage Loan, then such indemnification shall be payable
first from amounts in the applicable Collection Account that relate to the
Villas Parkmerced Non-Pooled Component and then from other amounts in the
Collection Account; provided, further, that with respect to losses and
liabilities relating solely to the Villas Parkmerced Mortgage Loan, to the
extent amounts in the Collection Account that relate to the Villas Parkmerced
Non-Pooled Component are insufficient to pay for such indemnification, and such
indemnification is paid from other amounts in the Collection Account, subsequent
collections on the Villas Parkmerced Non-Pooled Component shall be used to
reimburse the Trust Fund for any such indemnification) against any loss,
liability or expense (including legal fees and expenses) incurred in connection
with any claim or legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense (i) incurred by reason of willful
misconduct, bad faith, fraud or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations or duties
hereunder, in each case by the Person being indemnified or (ii) in the case of
the Depositor and any of its directors, officers, members, managers, employees
and agents, incurred in connection with any violation by any of them of any
state or federal securities laws. For the avoidance of doubt, such losses or
liabilities shall not be deemed to relate solely to a Serviced B Loan for the
sole reason that the related legal action was instituted by or against the
Serviced B Loan Noteholder.
None of the Depositor, the Master Servicers or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and
in its opinion does not expose it to any expense or liability; provided,
however, that the Depositor, the applicable Master Servicer or the Special
Servicer may in its discretion undertake any action related to its obligations
hereunder which it may deem necessary or desirable with 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 and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and, in the case of any Serviced Whole Loan, first
out of amounts allocated to the related B Loan, if any, out of the related
Serviced Whole Loan Collection Account, provided, that with respect to the
Arrowhead Shopping Center B Loan, such allocation first to the related B Loan
shall only apply during the occurrence and continuance of a material default
under the Mortgage Loan Documents related to the Arrowhead Shopping Center Whole
Loan as defined in Section 3(b) of the Arrowhead Shopping Center Intercreditor
Agreement and the Depositor will not be entitled to such reimbursement, and then
such amounts will be allocated to the related Mortgage Loan, and then if funds
therein are insufficient, out of the Collection Accounts in accordance with
Section 3.06; provided, however, that if such losses and liabilities relate
solely to the Villas Parkmerced Mortgage Loan, then such losses and liabilities
shall be payable first from amounts in the applicable Collection Account that
relate to the Villas Parkmerced Non-Pooled Component and then from other amounts
in the Collection Account; provided, further, that with respect to losses and
liabilities relating solely to the Villas Parkmerced Mortgage Loan, to the
extent amounts in the Collection Account that relate to the Villas Parkmerced
Non-Pooled Component are insufficient to pay for such losses and liabilities,
and such losses and liabilities are paid from other amounts in the Collection
Account, subsequent collections on the Villas Parkmerced Non-Pooled Component
shall be used to reimburse the Trust Fund for any such payments. For the
avoidance of doubt, such losses or liabilities shall not be deemed to relate
solely to the Serviced B Loan for the sole reason that the related legal action
was instituted by or against the Serviced B Loan Noteholder.
The terms of this Section 6.03 shall survive the termination of any
party hereto or of this Agreement.
(b) The Directing Certificateholder shall have no liability
whatsoever to the Trust Fund or any Certificateholder (except that if the
Directing Certificateholder is the Controlling Class Representative, the
Directing Certificateholder shall have no liability to any Controlling Class
Certificateholder 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, with respect to Controlling Class Certificateholders,
the Controlling Class Representative shall not be protected against any
liability 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 confirms its understanding that the Directing
Certificateholder may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates or one or
more Companion Loan Noteholders over Certificateholders or other Companion Loan
Noteholders, and that the Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates or other Companion Loan Noteholders, that the Directing
Certificateholder may act solely in its own interest (and if the Directing
Certificateholder is the Controlling Class Representative, the interests of the
Holders of the Controlling Class), that the Directing Certificateholder does not
have any duties to the Holders of any Class of Certificates or other Companion
Loan Noteholders (and if the Directing Certificateholder is the Controlling
Class Representative, other than the Controlling Class), that the Directing
Certificateholder that is not the Controlling Class Representative may take
actions that favor its own interest over the interests of the Certificateholders
or other Companion Loan Noteholders (and if the Directing Certificateholder is
the Controlling Class Representative, such Directing Certificateholder may favor
the interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other classes of Certificates), that the Directing
Certificateholder that is not the Controlling Class Representative, absent
willful misfeasance, bad faith or negligence, shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful
misfeasance, by reason of its having acted solely in its own interests (and if
the Directing Certificateholder is the Controlling Class Representative, in the
interests of the Holders of the Controlling Class), and that the Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder or Companion Loan Noteholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee,
agent or principal thereof for having so acted.
Section 6.04 Limitation on Resignation of either Master Servicer and
the Special Servicer; Termination of either Master Servicer and the Special
Servicer. (a) Each Master Servicer and the Special Servicer may assign their
respective rights and delegate their respective duties and obligations under
this Agreement in connection with the sale or transfer of a substantial portion
of their mortgage servicing or asset management portfolio, provided that: (i)
the purchaser or transferee accepting such assignment and delegation (A) shall
be an established mortgage finance institution, bank or mortgage servicing
institution, organized and doing business under the laws of any state of the
United States or the District of Columbia, authorized under such laws to perform
the duties of such Master Servicer or Special Servicer or a Person resulting
from a merger, consolidation or succession that is permitted under Section 6.02,
(B) shall be acceptable to each Rating Agency as confirmed by a letter from each
Rating Agency delivered to the Trustee that such assignment or delegation will
not cause a downgrade, withdrawal or qualification of the then-current ratings
of the Certificates, (C) shall execute and deliver to the Trustee an agreement
that contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by
such Master Servicer or Special Servicer, as applicable under this Agreement
from and after the date of such agreement and (D) shall not be a Prohibited
Party; (ii) as confirmed by a letter from each Rating Agency delivered to the
Trustee, each Rating Agency's rating or ratings of the Certificates in effect
immediately prior to such assignment, sale or transfer will not be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer; (iii)
such Master Servicer or the Special Servicer shall not be released from its
obligations under this Agreement that arose prior to the effective date of such
assignment and delegation under this Section 6.04; and (iv) the rate at which
the Servicer Compensation or Special Servicer Compensation, as applicable (or
any component thereof) is calculated shall not exceed the rate then in effect.
Upon acceptance of such assignment and delegation, the purchaser or transferee
shall be the successor Master Servicer or Special Servicer, as applicable,
hereunder.
(b) Except as provided in Section 6.02 and this Section 6.04, each
Master Servicer and the Special Servicer shall not resign from its respective
obligations and duties hereby imposed on it except upon determination that such
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of a Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained
at the resigning Master Servicer's or Special Servicer's expense) to such effect
delivered to the Trustee.
(c) The Trustee shall be permitted to remove either Master Servicer
or the Special Servicer upon a Master Servicer Event of Default or a Special
Servicer Event of Default, as applicable. Without limiting the generality of the
succeeding paragraph, no such removal shall be effective unless and until (i)
the applicable Master Servicer or the Special Servicer has been paid any unpaid
Servicer Compensation or Special Servicer Compensation, as applicable,
unreimbursed Advances (including Advance Interest Amounts thereon to which it is
entitled) and all other amounts to which the applicable Master Servicer or the
Special Servicer is entitled hereunder to the extent such amounts accrue prior
to such effective date and (ii) with respect to a resignation by the applicable
Master Servicer, the successor Master Servicer has deposited into the Investment
Accounts from which amounts were withdrawn to reimburse the terminated Master
Servicer, an amount equal to the amounts so withdrawn, to the extent such
amounts would not have been permitted to be withdrawn except pursuant to this
paragraph, in which case the successor Master Servicer shall, immediately upon
deposit, have the same right of reimbursement or payment as the terminated
Master Servicer had immediately prior to its termination without regard to the
operation of this paragraph.
No resignation or removal of either Master Servicer or the Special
Servicer as contemplated by the preceding paragraphs shall become effective
until the Trustee or a successor Master Servicer or Special Servicer shall have
assumed the resigning or terminated Master Servicer's or the Special Servicer's
responsibilities, duties, liabilities and obligations hereunder. If no successor
Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special
Servicer would have been entitled, additional amounts payable to such successor
Master Servicer or Special Servicer shall be treated as Realized Losses.
Section 6.05 Rights of the Depositor and the Trustee in Respect of
each Master Servicer and the Special Servicer. Each Master Servicer and the
Special Servicer shall afford the Depositor, the Underwriters, the Trustee and
the Rating Agencies, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations
hereunder and access to its officers responsible for such obligations. Upon
request, each Master Servicer and/or the Special Servicer, as applicable, shall
furnish to the Depositor, the Master Servicers, Special Servicer and the Trustee
its most recent publicly available financial statements (or, with respect to the
applicable Master Servicer, those of its ultimate parent) and such other
non-proprietary information as the applicable Master Servicer or Special
Servicer, as the case may be, shall determine in its sole and absolute
discretion as it possesses, which is relevant to the performance of its duties
hereunder and which it is not prohibited by applicable law or contract from
disclosing. The Depositor may, but is not obligated to, enforce the obligations
of the applicable Master Servicer or the Special Servicer hereunder which are in
default and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of such Person hereunder or exercise its
rights hereunder, provided that the applicable Master Servicer and the Special
Servicer shall not be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. In the event the Depositor or
its designee undertakes any such action, it will be reimbursed by the Trust Fund
from the Collection Accounts (or with respect to a Serviced Whole Loan, to the
extent such reimbursement is allocable to such Serviced Whole Loan Collection
Account, as applicable, provided, that with respect to the Arrowhead Shopping
Center Whole Loan, the Depositor will not be entitled to such reimbursement), as
provided in Section 3.06 and Section 6.03(a) hereof to the extent not
recoverable from the applicable Master Servicer or Special Servicer, as
applicable. Neither the Depositor nor the Trustee and neither the applicable
Master Servicer, with respect to the Special Servicer, or the Special Servicer,
with respect to the applicable Master Servicer, shall have any responsibility or
liability for any action or failure to act by the applicable Master Servicer or
the Special Servicer and neither such Person is obligated to monitor or
supervise the performance of the applicable Master Servicer or the Special
Servicer under this Agreement or otherwise. Neither the Master Servicers nor the
Special Servicer shall be under any obligation to disclose confidential or
proprietary information pursuant to this Section.
Section 6.06 The Master Servicers or Special Servicer as Owners of a
Certificate. Each Master Servicer or an Affiliate of each Master Servicer, or
the Special Servicer or an Affiliate of the Special Servicer, may become the
Holder (or with respect to a Global Certificate, Beneficial Owner) of any
Certificate with the same rights it would have if it were not a Master Servicer
or the Special Servicer or an Affiliate thereof. If, at any time during which
either Master Servicer or the Special Servicer or an Affiliate of either Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any
Certificate, such Master Servicer or the Special Servicer proposes to take
action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in such Master
Servicer's or the Special Servicer's good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in such Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, such Master Servicer or the Special Servicer may
but need not seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (i) states that it is delivered
pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each
Class of Certificates beneficially owned by such Master Servicer or the Special
Servicer or an Affiliate of such Master Servicer or the Special Servicer, and
(iii) describes in reasonable detail the action that such Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the applicable Master
Servicer and its Affiliates or the Special Servicer and its Affiliates, as
appropriate) together with such instructions for response as the Trustee shall
reasonably determine. If at any time Certificateholders holding a majority of
the Voting Rights of all Certificateholders and the Controlling Class
Representative (calculated without regard to the Certificates beneficially owned
by the applicable Master Servicer or its Affiliates or the Special Servicer or
its Affiliates, as applicable) shall have consented in writing to the proposal
described in the written notice, and if the applicable Master Servicer or the
Special Servicer shall act as proposed in the written notice, such action shall
be deemed to comply with the Servicing Standard. The Trustee shall be entitled
to reimbursement from the applicable Master Servicer or the Special Servicer, as
applicable, of the reasonable expenses of the Trustee incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the applicable
Master Servicer or the Special Servicer be permitted to invoke the procedure set
forth herein with respect to routine servicing matters arising hereunder, except
in the case of unusual circumstances.
ARTICLE VII
DEFAULT
Section 7.01 Events of Default. (a) "Master Servicer Event of
Default," wherever used herein, means any one of the following events, provided,
that the Master Servicer Events of Default enumerated below in this Section 7.01
shall apply to each of the Midland Master Servicer and the Wachovia Master
Servicer, but the occurrence of a Master Servicer Event of Default with respect
to one Master Servicer shall not be a Master Servicer Event of Default with
respect to the other Master Servicer and provided, further, that no Master
Servicer Event of Default with respect to a Serviced Companion Loan shall apply
to the Wachovia Master Servicer:
(i) (A) any failure by the Master Servicer to make any deposit
required to its Collection Account on the day and by the time such deposit
was first 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 Trustee for deposit into,
any Distribution Account any amount required to be so deposited or
remitted (including, without limitation, any required P&I Advance, unless
the Master Servicer determines such P&I Advance is a Nonrecoverable
Advance), which failure is not remedied by 11:00 a.m. (New York City time)
on the relevant Distribution Date (provided, however, that to the extent
the Master servicer does not timely make such remittance to the Trustee,
the Master Servicer shall pay the Trustee for the account of the Trustee
interest on any amount not timely remitted at the Prime Rate from and
including the applicable required remittance date to, but not including,
the date such remittance is actually made) or any failure by the Master
Servicer to remit to any holder of a Serviced Companion Loan, as and when
required by this Agreement or any related Co-Lender Agreement, any amount
required to be so remitted;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any of its other covenants or
obligations contained in this Agreement, which failure continues
unremedied for a period of 30 days (15 days in the case of the Master
Servicer's failure to make a Property Advance or 45 days in the case of
failure to pay the premium for any insurance policy required to be force
placed by such Master Servicer pursuant to the Pooling and Servicing
Agreement or in any event such shorter period of time as is necessary to
avoid the commencement of foreclosure proceedings for any lien relating to
unpaid real estate taxes or assessments or a lapse in any required
insurance coverage if the Master Servicer had prior notice or knowledge of
the related borrower's failure to pay such taxes, assessments or insurance
premium) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer, by
any other party hereto, with a copy to each other party to this Agreement
by the Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25% or by an affected
Serviced Companion Loan Noteholder; provided, however, if such failure is
capable of being cured and the Master Servicer is diligently pursuing such
cure, such 30- or 45-day period, as applicable, will be extended an
additional 30 days;
(iii) any breach on the part of the Master Servicer of any
representation or warranty contained in Section 2.04(a) which materially
and adversely affects the interests of any Class of Certificateholders or
Serviced Companion Loan Noteholders 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 by
the Depositor or the Trustee, or to the Master Servicer, the Special
Servicer, the Depositor and the Trustee by the Holders of Certificates of
any Class evidencing, as to such Class, Percentage Interests aggregating
not less than 25% or by an affected Serviced Companion Loan Noteholder;
provided, however, if such breach is capable of being cured and the Master
Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 30 days;
(iv) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
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 and such decree or order shall have remained in force
undischarged, undismissed or unstayed for a period of 60 days;
(v) the Master 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 of or relating to all or substantially all of its property;
(vi) the Master 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;
(vii) the Master Servicer has been removed from S&P's Select
Servicer List as a U.S. Commercial Mortgage Master Servicer and any of the
ratings assigned to the Certificates have been qualified, downgraded or
withdrawn in connection with such removal;
(viii) a servicing officer of the Master Servicer obtains actual
knowledge that Moody's has (i) qualified, downgraded or withdrawn its
rating or ratings of one or more Classes of Certificates, or (ii) has
placed 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 Moody's within 60 days
of the date such servicing officer obtained such actual knowledge) and, in
the case of either of clauses (i) or (ii), cited servicing concerns with
the Master Servicer as the sole or material factor in such rating action;
or
(ix) subject to Section 10.16(c), the Master Servicer shall fail to
deliver any Exchange Act reporting items required to be delivered by such
servicer under Article X (other than items to be delivered by a Loan
Seller Sub-Servicer) by the time required under Article X after any
applicable grace periods) (but that with respect to any primary servicer,
sub-servicer or Servicing Function Participant (such entity, the
"Sub-Servicing Entity") retained by (x) the Midland Master Servicer (but
excluding any Loan Seller Sub-Servicer) the Sub-Servicing Entity will be
automatically terminated if it defaults in accordance with the provision
of this clause (ix) and the Midland Master Servicer will be required to
provide the reports required by the Sub-Servicing Entity and if the
Midland Master Servicer fails to do so (beyond the applicable grace
period) it shall be an event of default with respect to the Midland Master
Servicer or (y) the Wachovia Master Servicer (but excluding any Loan
Seller Sub-Servicer), the Wachovia Master Servicer will be in default if
such Sub-Servicing Entity defaults (beyond the applicable grace period) in
accordance with the provision of this clause (ix)).
Then, and in each and every such case, so long as a Master Servicer Event of
Default shall not have been remedied, the Trustee may (and shall at the written
direction of the Depositor with respect to clause (ix) above), and at the
written direction of the Holders of at least 51% of the aggregate Voting Rights
of all Certificates shall terminate all of the rights and obligations of the
applicable Master Servicer (other than the rights to indemnification provided in
Section 6.03 and compensation provided in Section 3.12). In the case of clauses
(vii) and (viii) above, the Trustee shall be required to notify
Certificateholders of such Master Servicer Event of Default and request whether
such Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders favor such termination.
In the event that either Master Servicer is also the Special
Servicer and such Master Servicer is terminated as provided in this Section
7.01, then such Master Servicer shall also be terminated as Special Servicer.
(b) "Special Servicer Event of Default," wherever used herein, means
any one of the following events:
(i) any failure by the Special Servicer to deposit into the REO
Account, or to remit to the applicable Master Servicer for deposit into,
the related Collection Account (or, in the case of a Serviced Whole Loan,
the related Serviced Whole Loan Collection 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; provided, however,
that the failure of the Special Servicer to remit such amount to the
applicable Master Servicer shall not be an Event of Default if such
failure is remedied within one Business Day and if the Special Servicer
has compensated the applicable Master Servicer for any loss of income on
such amount suffered by such Master Servicer due to and caused by the late
remittance of the Special Servicer and reimburse the Trust for any
resulting advance interest due to such Master Servicer; or
(ii) any failure on the part of the Special Servicer duly to observe
or perform in any material respect any of its other covenants or
obligations contained in this Agreement, which failure continues
unremedied for a period of 30 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Special Servicer, by any other party hereto, with a copy to each
other party to this Agreement by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 25% or by an affected Serviced Companion Loan Noteholder; provided,
however, if such failure is capable of being cured and the Special
Servicer is diligently pursuing such cure, such 30- or 45-day period, as
applicable, will be extended an additional 30 days;
(iii) any breach on the part of the Special Servicer of any
representation or warranty contained in Section 2.04(b) which materially
and adversely affects the interests of any Class of Certificateholders or
Serviced Companion Loan Noteholders 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 Special Servicer by
the Depositor or the Trustee, or to the applicable Master Servicer, the
Special Servicer, the Depositor and the Trustee by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25% or by an affected Serviced
Companion Loan Noteholder; provided, however, if such breach is capable of
being cured and the Special Servicer is diligently pursuing such cure,
such 30-day period will be extended an additional 30 days;
(iv) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
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 Special Servicer and such decree or order shall have remained in force
undischarged, undismissed or unstayed for a period of 60 days;
(v) 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 Special Servicer
or of or relating to all or substantially all of its property;
(vi) 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;
(vii) the Special Servicer has been removed from S&P's Select
Servicer List as a U.S. Commercial Mortgage Special Servicer and any of
the ratings assigned to the Certificates have been qualified, downgraded
or withdrawn in connection with such removal, whichever is earlier;
(viii) a servicing officer of the Special Servicer obtains actual
knowledge that Moody's has (i) qualified, downgraded or withdrawn its
rating or ratings of one or more Classes of Certificates, or (ii) has
placed 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 Moody's within 60 days
of the date such servicing officer obtained such actual knowledge) and, in
the case of either of clauses (i) or (ii), cited servicing concerns with
the Special Servicer as the sole or material factor in such rating action;
or
(ix) subject to Section 10.16(c) and 10.16(d), the Special Servicer
shall fail to deliver any Exchange Act reporting items required to be
delivered by such servicer under Article X by the time required under
Article X (after any applicable notice, grace and cure periods) but that
with respect to any primary servicer, sub-servicer or Servicing Function
Participant (such entity, the "Sub-Servicing Entity") retained by the
Special Servicer (but excluding one which the Special Servicer has been
directed to retain by a Sponsor or Mortgage Loan Seller) the Sub-Servicing
Entity will be automatically terminated if it defaults in accordance with
the provision of this clause (ix) and the Special Servicer will be
required to provide the reports required by the Sub-Servicing Entity and
if the Special Servicer fails to do so (beyond the applicable grace
period) it shall be an event of default with respect to the Special
Servicer.
Then, and in each and every such case, so long as a Special Servicer Event of
Default shall not have been remedied, the Trustee may (and shall at the written
direction of the Depositor with respect to clause (ix) above), and at the
written direction of the Holders of at least 51% of the aggregate Voting Rights
of all Certificates shall terminate all of the rights and obligations of the
Special Servicer (other than the rights to indemnification provided in Section
6.03(a) and compensation provided in Section 3.12(c)). In the case of clauses
(vii) and (viii) above, the Trustee shall be required to notify
Certificateholders and Serviced Companion Loan Noteholders of such Special
Servicer Event of Default and request whether such Certificateholders and, if
applicable, the Serviced Companion Loan Noteholders, favor such termination.
(c) In the event that a Master Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee (the "Terminating Party")
shall, by notice in writing to the Master Servicer or the Special Servicer, as
the case may be (the "Terminated Party"), terminate all of its rights and
obligations under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than any rights the Terminated Party may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the
date of such termination (including the right to receive all amounts accrued or
owing to it under this Agreement, plus interest at the Advance Rate on such
amounts until received to the extent such amounts bear interest as provided in
this Agreement, with respect to periods prior to the date of such termination
and the right to the benefits of Section 6.03 notwithstanding any such
termination, and with respect to (i) the Midland Master Servicer (or its third
party assignee) it shall also be entitled to the Excess Servicing Strip and (ii)
the Special Servicer, shall also be entitled to receive any Workout Fee
subsequent to its termination as Special Servicer, pursuant to Section 3.12(c)
and any successor Special Servicer shall not be entitled to such Workout Fee
received by the terminated Special Servicer). On or after the receipt by the
Terminated Party of such written notice, all of its authority and power under
this Agreement, whether with respect to the Certificates (except that the
Terminated Party shall retain its rights as a Certificateholder in the event and
to the extent that it is a Certificateholder), the Mortgage Loans, the Serviced
Companion Loans, or otherwise, shall pass to and be vested in the Terminating
Party pursuant to and under this Section and, without limitation, the
Terminating Party is hereby authorized and empowered to execute and deliver, on
behalf of and at the expense of the Terminated 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. Each
Master Servicer and the Special Servicer each agree in the event it is
terminated pursuant to this Section 7.01 to promptly (and in any event no later
than ten Business Days subsequent to such notice) provide, at its own expense,
the Terminating Party with all documents and records requested by the
Terminating Party to enable the Terminating Party to assume its functions
hereunder, and to cooperate with the Terminating Party and the successor to its
responsibilities hereunder in effecting the termination of its responsibilities
and rights hereunder, including, without limitation, the transfer to the
successor Master Servicer or Special Servicer or the Terminating Party, as
applicable, for administration by it of all cash amounts which shall at the time
be or should have been credited by the applicable Master Servicer or the Special
Servicer to its Collection Account, the applicable Serviced Whole Loan
Collection Account, any REO Account, any Excess Liquidation Proceeds Account,
Lock-Box Account or Cash Collateral Account or which shall thereafter be
received with respect to the Mortgage Loans, and shall promptly provide the
Terminating Party or such successor Master Servicer or successor Special
Servicer (which may include the Trustee) all documents and records reasonably
requested by it, such documents and records to be provided in such form as the
Terminating Party or such successor Master Servicer or Special Servicer shall
reasonably request (including electromagnetic form), to enable it to assume such
Master Servicer's or Special Servicer's function hereunder. All reasonable costs
and expenses of the Terminating Party or the successor Master Servicer or
successor Special Servicer incurred in connection with transferring the Mortgage
Files to the successor Master Servicer or Special Servicer and amending this
Agreement to reflect such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor
Master Servicer or the Special Servicer, as applicable, upon presentation of
reasonable documentation of such costs and expenses. If the predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the
Terminating Party or the successor Master Servicer or Special Servicer for such
expenses within 90 days after the presentation of reasonable documentation, such
expense shall be reimbursed by the Trust Fund; provided that the Terminated
Party shall not thereby be relieved of its liability for such expenses. If and
to the extent that the Terminated Party has not reimbursed such costs and
expenses, the Terminating Party shall have an affirmative obligation to take all
reasonable actions to collect such expenses on behalf of the Trust Fund.
Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the applicable Master Servicer or the Special Servicer receives a
notice of termination pursuant to Section 7.01, the Terminating Party (subject
to Sections 7.01(c)) shall be its successor in all respects in its capacity as a
Master Servicer or Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be
subject to all the responsibilities, duties, limitations on liability and
liabilities relating thereto and arising thereafter placed on the applicable
Master Servicer or Special Servicer by the terms and provisions hereof,
provided, however, that (i) the Terminating Party shall have no
responsibilities, duties, liabilities or obligations with respect to any act or
omission of the applicable Master Servicer or Special Servicer and (ii) any
failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party's failure to provide, or delay in providing,
records, tapes, disks, information or monies shall not be considered a default
by such successor hereunder. The Trustee, as successor Master Servicer or
successor Special Servicer, shall be indemnified to the full extent provided to
the applicable Master Servicer or Special Servicer, as applicable, under this
Agreement prior to such Master Servicer's or the Special Servicer's termination.
The appointment of a successor Master Servicer or successor Special Servicer
shall not affect any liability of the predecessor Master Servicer or Special
Servicer which may have arisen prior to its termination as a Master Servicer or
Special Servicer. The Terminating Party shall not be liable for any of the
representations and warranties of the applicable Master Servicer or Special
Servicer herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or predecessor Special Servicer or
for any losses incurred in respect of any Permitted Investment by such Master
Servicer pursuant to Section 3.07 hereunder nor shall the Trustee be required to
purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As
compensation therefor, the Terminating Party as successor Master Servicer or
successor Special Servicer shall be entitled to the Servicing Compensation
(subject to the Midland Master Servicer's (or its third party assignee) right to
the Excess Servicing Strip in accordance with Section 3.12) or Special Servicing
Compensation, as applicable, and all funds relating to the Mortgage Loans or the
Serviced Companion Loans that accrue after the date of the Terminating Party's
succession to which such predecessor Master Servicer or Special Servicer would
have been entitled if such predecessor Master Servicer or Special Servicer, as
applicable, had continued to act hereunder. In the event any Advances made by
the applicable Master Servicer or the Trustee shall at any time be outstanding,
or any amounts of interest thereon shall be accrued and unpaid, all amounts
available to repay Advances and interest hereunder shall be applied entirely to
the Advances made by the Trustee (and the accrued and unpaid interest thereon),
until such Advances and interest shall have been repaid in full. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall (i) if
it is unable to so act, (ii) if the Holders of Certificates entitled to at least
25% of the aggregate Voting Rights or an affected Serviced Companion Loan
Noteholder so request in writing to the Trustee or if the Trustee is not an
"approved" servicer by any of the Rating Agencies for mortgage pools similar to
the Trust Fund, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution the appointment
of which will not result in a downgrade, qualification or withdrawal of the
then-current rating or ratings assigned to any Class of Certificates, evidenced
in writing by each Rating Agency, as the successor to the applicable Master
Servicer or Special Servicer, as applicable, hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of such Master
Servicer or Special Servicer hereunder. No appointment of a successor to the
applicable Master Servicer or Special Servicer hereunder shall be effective
until the assumption by such successor of all the applicable Master Servicer's
or Special Servicer's responsibilities, duties and liabilities hereunder.
Pending appointment of a successor to the applicable Master Servicer (or the
Special Servicer if the Special Servicer is also a Master Servicer) hereunder,
unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. Pending the appointment of a
successor to the Special Servicer, the Trustee shall act in such capacity. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans, Serviced Companion Loans, or otherwise as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted to the Terminated Party hereunder, provided,
further, that if no successor to the Terminated Party can be obtained to perform
the obligations of such Terminated Party hereunder after consultation with the
Controlling Class Representative or if such default relates solely to a Serviced
Whole Loan, the Directing Certificateholder, additional amounts shall be paid to
such successor and such amounts in excess of that permitted the Terminated Party
shall be treated as Realized Losses. The Depositor, the Trustee, the applicable
Master Servicer or Special Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.
Section 7.03 Notification to Certificateholders and Other Persons.
(a) Upon any termination pursuant to Section 7.01 above or appointment of a
successor to the applicable Master Servicer or the Special Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, to each Rating
Agency and to each Serviced Companion Loan Noteholder at its address appearing
in the Serviced Companion Loan Noteholder Register.
(b) Within 30 days after the occurrence of any Event of Default of
which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall transmit by mail to all Holders of Certificates, each Rating Agency, each
Serviced Companion Loan Noteholder notice of such Event of Default, unless such
Event of Default shall have been cured or waived.
Section 7.04 Other Remedies of Trustee. During the continuance of
any Servicer Event of Default or a Special Servicer Event of Default, so long as
such Master Servicer Event of Default or Special Servicer Event of Default, if
applicable, shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as Trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders and,
in the case of any Serviced Companion Loan, of the related Serviced Companion
Loan Noteholder (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund (and, in the case of any Serviced Whole Loan first
of the related Serviced B Loan Noteholders, if any, and second, to the extent
such expense remains unpaid, of the Trust Fund on a pro rata basis based on the
Mortgage Loan's Stated Principal Balance; provided, that with respect to the
Arrowhead Shopping Center Whole Loan, such allocation first to the related
Serviced B Loan Noteholders shall only apply during the occurrence and
continuance of a material default under the Mortgage Loan Documents related to
the Arrowhead Shopping Center Whole Loan as defined in Section 3(b) of the
Arrowhead Shopping Center Intercreditor Agreement) and the Trustee shall be
entitled to be reimbursed therefor from the applicable Collection Account (and,
if applicable, the applicable Serviced Whole Loan Collection Account) as
provided in Section 3.06. Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any
Servicer Event of Default or Special Servicer Event of Default, if applicable.
Section 7.05 Waiver of Past Events of Default; Termination. The
Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates may, together with each affected Serviced Companion
Loan Noteholder (to the extent they are adversely affected by such Event of
Default), on behalf of all Holders of Certificates may waive any default by
either Master Servicer or Special Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required deposits
(including, with respect to the applicable Master Servicer, P&I Advances) to or
payments from its Collection Account, any Serviced Whole Loan Collection Account
or the Lower-Tier Distribution Account, in remitting payments as received or
providing the items required by Section 10.08, 10.11, 10.12, 10.13, in each case
in accordance with this Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.
Section 7.06 Trustee as Maker of Advances. In the event that any
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 of the Event of Default resulting from such failure by
such Master Servicer with respect to Property Advances to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure with
respect to such Property Advances and (y) by 12:00 noon (New York City time) on
the related Distribution Date with respect to P&I Advances pursuant to the
Trustee's notice of failure pursuant to Section 4.07(a) unless the Trustee has
received notice that such failure has been cured by 11:00 a.m. on such
Distribution Date. With respect to any such Advance made by the Trustee, the
Trustee shall succeed to all of such Master Servicer's rights with respect to
Advances hereunder, including, without limitation, such Master Servicer's rights
of reimbursement and interest on each Advance at the Advance Rate, and rights to
determine that a proposed Advance is a Nonrecoverable P&I Advance or Property
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
applicable 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
such Master Servicer for such Advances. The Trustee shall be entitled to
conclusively rely on any notice given with respect to a Nonrecoverable Advance
or any determination of nonrecoverability in connection therewith by the Master
Servicers hereunder.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee. (a) The Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement and no permissive right of the Trustee shall be construed as a duty.
During the continuance of an Event of Default of which a Responsible Officer of
the Trustee has actual knowledge, the Trustee, subject to the provisions of
Sections 7.02 and 7.05 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 such person's own affairs.
(b) The Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement; provided, however,
that, the Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument provided to it hereunder. If any such instrument is found not
to conform on its face to the requirements of this Agreement in a material
manner, the Trustee shall request the provider of such instrument to have the
instrument corrected, and if the instrument is not corrected to the Trustee's
reasonable satisfaction, the Trustee will provide notice thereof to the
Certificateholders.
(c) Neither the Trustee nor any of its officers, directors,
employees, agents or "control" persons within the meaning of the Act shall have
any liability arising out of or in connection with this Agreement, provided,
that, subject to Section 8.02, no provision of this Agreement shall be construed
to relieve the Trustee, or any such person, from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or its
own bad faith; and provided, further, that:
(i) The Trustee's duties and obligations 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 resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments
furnished to the Trustee that conform on their face to the requirements of
this Agreement to the extent set forth herein without responsibility for
investigating the contents thereof;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The Trustee shall not be personally 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
greater than a majority of the Percentage Interests (or such other
percentage as is specified herein) of each affected Class, or of the
aggregate Voting Rights of the Certificates, 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;
(iv) Neither the Trustee nor any of its directors, officers,
employees, agents or control persons shall be responsible for any act or
omission of any Custodian, Paying Agent or Certificate Registrar that is
not an Affiliate of the Trustee and that is selected other than by the
Trustee, performed or omitted in compliance with any custodial or other
agreement, or any act or omission of the Master Servicers, Special
Servicer, the Depositor or any other Person, including, without
limitation, in connection with actions taken pursuant to this Agreement;
(v) The Trustee shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its
respective duties as Trustee in accordance with this Agreement (and, if it
does, all legal expenses and costs of such action shall be expenses and
costs of the Trust Fund and, in the case of any Serviced Whole Loan, first
of the related Serviced B Loan Noteholders, if any, and second, to the
extent such expense remains unpaid, of the Trust Fund; provided, that with
respect to the Arrowhead Shopping Center Whole Loan, such allocation first
to the related Serviced B Loan Noteholders shall only apply during the
occurrence and continuance of a material default under the Mortgage Loan
Documents related to the Arrowhead Shopping Center Whole Loan as defined
in Section 3(b) of the Arrowhead Shopping Center Intercreditor Agreement),
and the Trustee shall be entitled, as provided in Section 3.06 hereof, to
be reimbursed therefor from amounts on deposit in the applicable
Collection Account and with respect to the Serviced Whole Loans, the
related Serviced Whole Loan Collection Account and identified on the Trust
Ledger, unless such legal action arises out of the negligence or bad faith
of the Trustee or any breach of an obligation, representation, warranty or
covenant of the Trustee contained herein; and
(vi) The Trustee shall not be charged with knowledge of any act,
failure to act or breach of any Person upon the occurrence of which the
Trustee may be required to act, unless a Responsible Officer of the
Trustee obtains actual knowledge of such failure. The Trustee shall not be
deemed to have actual knowledge of either Master Servicer's or the Special
Servicer's failure to provide scheduled reports, certificates and
statements when and as required to be delivered to the Trustee pursuant to
this Agreement.
None of the provisions contained in this Agreement shall require
either the Trustee, in its capacity as Trustee to expend or risk its own funds,
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the opinion
of the Trustee the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the applicable Master Servicer or the Special Servicer under this Agreement,
except during such time, if any, as the Trustee shall be the successor to, and
be vested with the rights, duties, powers and privileges of, either Master
Servicer or the Special Servicer in accordance with the terms of this Agreement.
The Trustee shall not be required to post any surety or bond of any kind in
connection with its performance of its obligations under this Agreement and the
Trustee shall not be liable for any loss on any investment of funds pursuant to
this Agreement. Notwithstanding any other provision hereof, however, whenever
acting as or instead of a Master Servicer or Special Servicer hereunder or the
Trustee shall comply with the Servicing Standard.
Section 8.02 Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 8.01:
(i) The Trustee may request and/or 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 and
the Trustee shall not have responsibility to ascertain or confirm the
genuineness of any such party or parties;
(ii) The Trustee may consult with counsel and 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 with such Opinion of Counsel;
(iii) (A) The Trustee shall not be under any obligation 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 reasonable
security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby, provided that nothing contained herein
shall relieve the Trustee of the obligations, upon the occurrence of an
Event of Default (which has not been cured or waived) of which a
Responsible Officer of the Trustee has actual knowledge, 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 person would
exercise or use under the circumstances in the conduct of such person's
own affairs; and (B) the right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act;
(iv) Neither the Trustee nor any of its directors, officers,
employees, Affiliates, agents or "control" persons within the meaning of
the Act shall be personally liable for any action taken, suffered or
omitted by it in good faith and reasonably believed by the Trustee to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document, unless requested in writing to do so by
Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class;
provided, however, that if the payment within a reasonable time to the
Trustee 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, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such
action. The reasonable expense of every such investigation shall be paid
by the applicable Master Servicer or the Special Servicer if an Event of
Default shall have occurred and be continuing relating to such Master
Servicer, or the Special Servicer, respectively, and otherwise by the
Certificateholders requesting the investigation; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys but shall not be relieved of the obligations hereunder,
provided, however, that the Trustee may not perform any duties hereunder
through any Person that is a Prohibited Party.
(b) Following the Startup Day, the Trustee shall not, except as
expressly required by any provision of this Agreement, accept any contribution
of assets to the Trust Fund unless the Trustee shall have received an Opinion of
Counsel (the costs of obtaining such opinion to be borne by the Person
requesting such contribution) to the effect that the inclusion of such assets in
the Trust Fund will not cause the Villas Parkmerced Loan REMIC, the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or the Grantor
Trust to fail to qualify as a grantor trust, at any time that any Certificates
are outstanding, or subject the Villas Parkmerced Loan REMIC, 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, or cause
the Grantor Trust not to be treated as a grantor trust.
(c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
The Trustee shall not have a duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall not be taken as the
statements of the Trustee, the Master Servicers, or the Special Servicer and the
Trustee, the Master Servicers and the Special Servicer assume no responsibility
for their correctness. The Trustee, the Master Servicers and the Special
Servicer make no representations or warranties as to the validity or sufficiency
of this Agreement, of the Certificates or any prospectus used to offer the
Certificates for sale or the validity, enforceability or sufficiency of any
Mortgage Loan, or related document. The Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage, any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement. Without limiting the foregoing, the Trustee shall not be liable or
responsible for: (i) the existence, condition and ownership of any Mortgaged
Property; (ii) the existence of any hazard or other insurance thereon (other
than if the Trustee shall assume the duties of either Master Servicer or the
Special Servicer pursuant to Section 7.02) or the enforceability thereof; (iii)
the existence of any Mortgage Loan or the contents of the related Mortgage File
on any computer or other record thereof (other than if the Trustee shall assume
the duties of either Master Servicer or the Special Servicer pursuant to Section
7.02); (iv) the validity of the assignment of any Mortgage Loan to the Trust
Fund or of any intervening assignment; (v) the completeness of any Mortgage
File; the performance or enforcement of any Mortgage Loan (other than if the
Trustee shall assume the duties of either Master Servicer or the Special
Servicer pursuant to Section 7.02); (vi) the compliance by the Depositor, the
Master Servicers or the Special Servicer with any warranty or representation
made under this Agreement or in any related document or the accuracy of any such
warranty or representation prior to the Trustee's receipt of notice or other
discovery of any non-compliance therewith or any breach thereof; (vii) any
investment of monies by or at the direction of either Master Servicer or any
loss resulting therefrom, the acts or omissions of any of the Depositor, the
Master Servicers or the Special Servicer (other than if the Trustee shall assume
the duties of either Master Servicer or Special Servicer pursuant to Section
7.02) or any sub-servicer or any Borrower; any action of the Master Servicers or
Special Servicer (other than if the Trustee shall assume the duties of either
Master Servicer or Special Servicer pursuant to Section 7.02) or any
sub-servicer taken in the name of the Trustee, except to the extent such action
is taken at the express written direction of the Trustee; (viii) the failure of
either Master Servicer or the Special Servicer or any sub-servicer to act or
perform any duties required of them on behalf of the Trust Fund or the Trustee
hereunder; or (ix) any action by or omission of the Trustee taken at the
instruction of either Master Servicer or the Special Servicer (other than if the
Trustee shall assume the duties of either Master Servicer or the Special
Servicer pursuant to Section 7.02) unless the taking of such action is not
permitted by the express terms of this Agreement; provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
as specifically set forth in this Agreement. The Trustee shall not be
accountable for the use or application by the Depositor, the Master Servicers or
the Special Servicer of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor,
the Master Servicers or the Special Servicer in respect of the assignment of the
Mortgage Loans or deposited in or withdrawn from the Collection Accounts, any
Serviced Whole Loan Collection Account, the Lower-Tier Distribution Account, the
Upper-Tier Distribution Account, the Grantor Trust Distribution Account, the
Lock-Box Account, the Cash Collateral Account, the Reserve Accounts, the
Interest Reserve Account, any REO Account or any Excess Liquidation Proceeds
Account or any other account maintained by or on behalf of the Master Servicers
or the Special Servicer, other than any funds held by the Trustee. The Trustee
shall not have any responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder (unless
the Trustee shall have become the successor Master Servicer) or to record this
Agreement. In making any calculation hereunder which includes as a component
thereof the payment or distribution of interest for a stated period at a stated
rate "to the extent permitted by applicable law," the Trustee shall assume that
such payment is so permitted unless a Responsible Officer of the Trustee has
actual knowledge, or receives an Opinion of Counsel (at the expense of the
Person asserting the impermissibility) to the effect, that such payment is not
permitted by applicable law. The Depositor is not obligated to monitor or
supervise the performance of the Trustee under this Agreement or otherwise.
Section 8.04 Trustee May Own Certificates. The Trustee and any agent
of the Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Master
Servicers, 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 such agent, as the case may be.
Section 8.05 Payment of Trustee's Fees and Expenses;
Indemnification. (a) On each Distribution Date, prior to the distribution of
amounts to the Certificateholders, the Trustee shall be entitled to pay itself
the Trustee Fee as reasonable compensation from amounts remitted to the
Lower-Tier Distribution Account (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) 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 at the Trustee Fee Rate.
(b) In the event that the Trustee assumes the servicing
responsibilities of either Master Servicer or the Special Servicer hereunder
pursuant to or otherwise arising from the resignation or removal of such Master
Servicer or the Special Servicer, the Trustee shall be entitled to the
compensation to which such Master Servicer or the Special Servicer, as the case
may be, would have been entitled (other than the rights of the Special Servicer
to receive any Workout Fee specified in Section 3.12(c) in the event that the
Special Servicer is terminated).
(c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee pursuant to and in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
which, to the extent not previously paid pursuant to Section 3.06(d), the
Trustee will be entitled to withdraw from the Distribution Accounts prior to the
distribution to Certificateholders to the extent set forth herein and to the
extent such payments are "unanticipated expenses incurred by the REMIC" within
the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any such
expense, disbursement or advance as may arise from its negligence or bad faith;
provided, however, that, subject to the last paragraph of Section 8.01, the
Trustee shall not refuse to perform any of its duties hereunder solely as a
result of the failure to be paid the Trustee Fee and the Trustee's expenses. The
term "unanticipated expenses incurred by the REMIC" shall include any fees,
expenses and disbursement of any separate Trustee or co-Trustee appointed
hereunder, only to the extent such fees, expenses and disbursements were not
reasonably anticipated as of the Closing Date and are attributable to the
Lower-Tier REMIC or the Upper-Tier REMIC or the Grantor Trust and the losses,
liabilities, damages, claims or expenses (including reasonable attorneys' fees)
incurred or advanced by an Indemnified Party in connection with any litigation
arising out of this Agreement attributable to the Villas Parkmerced Loan REMIC,
the Lower-Tier REMIC or the Upper-Tier REMIC or the Grantor Trust, including,
without limitation, under Section 2.03, Section 3.10, the third paragraph of
Section 3.11, Section 4.05 and Section 7.01.
Each Master Servicer and the Special Servicer covenant and agree to
pay or reimburse the Trustee for the reasonable expenses, disbursements and
advances incurred or made by the Trustee in connection with any transfer of the
servicing responsibilities of such Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation
or removal of such Master Servicer or Special Servicer (except in the case of
removal of the Special Servicer without cause), as applicable, in accordance
with any of the provisions of this Agreement (and including the reasonable fees
and expenses and disbursements of its counsel and all other persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from the negligence or bad faith of the Trustee.
(d) Each of the Paying Agent, the Certificate Registrar, the
Custodian, the Depositor, the Master Servicers and the Special Servicer (each,
in such context, an "Indemnifying Party") shall indemnify the Trustee and its
Affiliates and each of the directors, officers, employees and agents of the
Trustee and its Affiliates (each, in such context, an "Indemnified Party"), and
hold each of them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that the Indemnified
Party may sustain in connection with this Agreement (including, without
limitation, reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and
the Indemnified Party or between the Indemnified Party and any third party or
otherwise) related to each such Indemnifying Party's respective willful
misconduct, bad faith, fraud or negligence in the performance of each of its
respective duties hereunder or by reason of reckless disregard of its respective
obligations and duties hereunder (including in the case of any Master Servicer,
any agent of such Master Servicer or sub-servicer).
(e) The Trust Fund shall indemnify each Indemnified Party from, and
hold it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Agreement, the Mortgage Loans or the Certificates other than (i) those
resulting from the negligence, fraud, bad faith or willful misconduct of the
Indemnified Party and (ii) those as to which such Indemnified Party is entitled
to indemnification pursuant to Section 8.05(d). The right of reimbursement of
the Indemnified Parties under this Section 8.05(e) shall be senior to the rights
of all Certificateholders.
(f) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement or the
resignation or removal of the Trustee, as the case may be, regarding rights
accrued prior to such resignation or removal and (with respect to any acts or
omissions during its respective tenures) the resignation, removal or termination
of the applicable Master Servicer, the Special Servicer, the Paying Agent, the
Certificate Registrar or the Custodian.
(g) This Section 8.05 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any environmental law or environmental matter.
(h) The Trustee (the "Indemnifying Party") shall indemnify the
Master Servicers and the Special Servicer and their respective Affiliates and
each of the directors, officers, employees and agents of the Master Servicers
and the Special Servicer and their respective Affiliates (each, in such context,
an "Indemnified Party"), and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Indemnified Party may sustain in connection with this Agreement
(including, without limitation reasonable fees and disbursements of counsel
incurred by the Indemnified Party in any action or proceeding between the
Indemnifying Party and the Indemnified Party or between the Indemnified Party
and any third party or otherwise) related to the Indemnifying Party's willful
misconduct, bad faith, fraud or negligence in the performance of its duties
hereunder or by reason of reckless disregard of its obligations and duties
hereunder.
Section 8.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times (i) be a corporation or association organized and
doing business under the laws of any state or the United States of America, (ii)
be authorized under such laws to exercise corporate trust powers and to accept
the trust conferred under this Agreement, (iii) have a combined capital and
surplus of at least $50,000,000, (iv) have its long-term unsecured debt
obligations rated at least "A+" by S&P and "Aa3" by Moody's, and have its
short-term unsecured debt obligations rated at least "A-1" by S&P or, in each
case, such other ratings acceptable to the Rating Agencies, (v) be subject to
supervision or examination by federal or state authority and shall not be an
Affiliate of either Master Servicer (except during any period when the Trustee
has assumed the duties of a Master Servicer pursuant to Section 7.02) and (vi)
not be a Prohibited Party. If a corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If the place of business from which the Trustee administers the
Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund
or the net income of any Trust REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii)
pay such tax and continue as Trustee or (iii) administer the Trust Fund from a
state and local jurisdiction that does not impose such a tax. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Trustee, the Depositor, the Master Servicers, the
Special Servicer and each Rating Agency. Upon such notice of resignation from
the Trustee, the Master Servicers shall promptly appoint a successor trustee,
the appointment of which is subject to the requirements contained in Section
8.06. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or either Master Servicer, or if at any time
the Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee (or of its property) shall be appointed,
or any public officer shall take charge or control of the Trustee (or of its
property or affairs) for the purpose of rehabilitation, conservation or
liquidation, then the Depositor or either Master Servicer may remove the Trustee
and the Depositor or either Master Servicer shall promptly appoint a successor
trustee by written instrument, which shall be delivered to the Trustee so
removed and to the successor trustee.
The Holders of Certificates entitled to at least a majority of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in seven originals, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Depositor, one complete set to each Master
Servicer and Special Servicer, one complete set to the Trustee so removed, and
one complete set to the successor trustee.
In addition, if the Trustee is terminated without cause, the
terminating party shall pay all of the expenses of the Trustee necessary to
affect the transfer of its responsibilities to the successor trustee.
In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts accrued or
owing to it under this Agreement, plus interest at the Advance Rate on all such
amounts until received to the extent such amounts bear interest as provided in
this Agreement, with respect to periods prior to the date of such termination or
removal).
Section 8.08 Successor Trustee. (a) Any successor trustee shall
execute, acknowledge and deliver to the Depositor, the Master Servicers and to
the predecessor Trustee, as the case may be, instruments accepting their
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor trustee, 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 herein, provided that such
successor trustee shall satisfy the requirements contained in Section 8.06. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder, and the Depositor and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting
and confirming in the successor trustee all such rights, powers, duties and
obligations. No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
Trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.
(b) Any successor trustee appointed pursuant to this Agreement shall
satisfy the eligibility requirements set forth in Section 8.06 hereof.
Section 8.09 Merger or Consolidation of Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation 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.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
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
Depositor 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 (at the expense of the Trustee) 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 Depositor and the Trustee may consider necessary or desirable.
If the Depositor shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. Except as required by applicable law, the appointment of a
co-Trustee or separate Trustee shall not relieve the Trustee of its
responsibilities, obligations and liabilities hereunder. 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.
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 (it being understood that such separate Trustee or co-Trustee is not
authorized to act separately without the Trustee joining in such act), 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
applicable Master 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 solely at the direction of the Trustee.
No Trustee under this Agreement shall be personally liable by reason
of any act or omission of any other Trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or
remove any separate Trustee or co-Trustee, or if the separate Trustee or
co-Trustee is an employee of the Trustee, the Trustee acting alone may accept
the resignation of or remove any separate Trustee or co-Trustee.
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. Every such instrument shall be filed with the Trustee.
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. In no
event shall any such separate Trustee or co-Trustee be entitled to any provision
relating to the conduct of, affecting the liability of or affording protection
to such separate Trustee or co-Trustee that imposes a standard of conduct less
stringent than that imposed by the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.
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.
ARTICLE IX
TERMINATION
Section 9.01 Termination. (a) The respective obligations and
responsibilities of the applicable Master Servicer, the Special Servicer, the
Depositor and the Trustee created hereby with respect to the Certificates (other
than the obligations of the Trustee to make certain payments and to send certain
notices to Certificateholders as hereinafter set forth) shall terminate upon
payment (or provision for payment) to the Certificateholders, the Serviced
Companion Loan Noteholders of all amounts held by or on behalf of the Trustee
and the applicable Master Servicer, as the case may be, required hereunder to be
so paid on the Distribution Date following the earlier to occur of (i) the
purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c); (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g)
and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund, or (b) the liquidation and
disposition pursuant to this Agreement of the last asset held by the Trust Fund;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.
For purposes of this Section 9.01, the Sole Certificateholder shall
have the first option to terminate the Trust Fund, pursuant to subsection (g),
and then the Certificateholder owning a majority of the Percentage Interests in
the Controlling Class, the Midland Master Servicer, the Wachovia Master Servicer
and the Special Servicer, in that order, pursuant to subsection (c).
(b) The Trust Fund, the Villas Parkmerced Loan REMIC, the Upper-Tier
REMIC and the Lower-Tier REMIC shall be terminated and the assets of the Trust
Fund shall be sold or otherwise disposed of in connection therewith, only
pursuant to a "plan of complete liquidation" within the meaning of Code Section
860F(a)(4)(A) providing for the actions contemplated by the provisions hereof
and pursuant to which the applicable Notice of Termination is given, and
requiring that the Trust Fund, the Villas Parkmerced Loan REMIC, the Upper-Tier
REMIC and the Lower-Tier REMIC shall terminate on a Distribution Date occurring
not more than 90 days following the date of adoption of the plan of complete
liquidation. For purposes of this Section 9.01(b), the Notice of Termination
given pursuant to Section 9.01(c) shall constitute the adoption of the plan of
complete liquidation as of the date such notice is given, which date shall be
specified by the Midland Master Servicer in the final federal income tax returns
of the Villas Parkmerced Loan REMIC, the Upper-Tier REMIC and the Lower-Tier
REMIC. Notwithstanding the termination of the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund, the Trustee shall be
responsible for filing the final Tax Returns for each such REMIC and for the
Grantor Trust for the period ending with such termination, and shall retain
books and records with respect to such REMICs and the Grantor Trust for the same
period of retention for which it maintains its own tax returns or such other
reasonable period. The Trustee shall sign all Tax Returns and other reports
required by this Section.
(c) The Certificateholder owning a majority of the Percentage
Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Midland Master Servicer and if the Midland Master Servicer does
not exercise such option, the Wachovia Master Servicer and if the Wachovia
Master Servicer does not exercise such option, the Special Servicer, may effect
an early termination of the Trust Fund, upon not less than 30 days' prior Notice
of Termination given to the Trustee, the Special Servicer and the Master
Servicers any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans then included in the Trust Fund, and the Trust's
interest in all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage Loan
included in the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously
made on account of principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Master Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of each
Mortgage Loan (including any Mortgage Loan as to which title to the
related Mortgaged Property has been acquired) at the Mortgage Rate
to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest);
and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid Servicing
Compensation, Special Servicing Compensation, Trustee Fees and Trust
Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
on the last day of the month preceding such Anticipated Termination Date,
as determined by an Independent appraiser acceptable to the Master
Servicers as of a date not more than 30 days prior to the last day of the
month preceding such Distribution Date, together with one month's interest
thereon at the Mortgage Rate.
In the event that the Certificateholder owning a majority of the
Percentage Interests in the Controlling Class, any Master Servicer or the
Special Servicer purchases all of the Mortgage Loans and all property acquired
in respect of any Mortgage Loan remaining in the Trust Fund in accordance with
this Section 9.01(c), the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, such Master Servicer or the Special
Servicer, as applicable, shall deposit in the Villas Parkmerced Loan REMIC
Distribution Account or the Lower-Tier Distribution Account, as applicable, not
later than the Servicer Remittance Date relating to the Anticipated Termination
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 applicable Collection Account). In addition, each Master Servicer shall
transfer to the Trustee for deposit in the Villas Parkmerced Loan REMIC
Distribution Account or Lower-Tier Distribution Account, as applicable, all
amounts required to be transferred thereto on the Servicer Remittance Date from
its Collection Account, together with any other amounts on deposit in the
applicable Collection Account that would otherwise be held for future
distribution. Upon confirmation that such final deposits have been made, the
Trustee shall, release or cause to be released to the Certificateholder owning a
majority of the Percentage Interests in the Controlling Class, the applicable
Master Servicer or the Special Servicer, as applicable, the Mortgage Files for
the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by such purchasing party as shall be necessary
to effectuate transfer of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and the Trust Fund
shall be liquidated in accordance with this Article IX.
As a condition to the purchase of the assets of the Trust Fund
pursuant to this Section 9.01(c), the purchaser shall deliver to the Trustee an
Opinion of Counsel, which shall be at the expense of such purchaser, stating
that such termination will be a "qualified liquidation" under Section
860F(a)(4)(A) of the Code. All costs and expenses incurred by any and all
parties to this Agreement or by the Trust Fund in connection with the purchase
of the Mortgage Loans and other assets of the Trust Fund pursuant to this
Section 9.01(c) shall be borne by the party exercising its purchase rights
hereunder. The Trustee shall be entitled to rely conclusively on any
determination made by an Independent appraiser pursuant to this subsection (c).
(d) If the Trust Fund has not been previously terminated pursuant to
subsection (c) of this Section 9.01, the Trustee shall determine as soon as
practicable the Distribution Date on which the Trustee reasonably anticipates,
based on information with respect to the Mortgage Loans previously provided to
it, that the final distribution will be made (i) to the Holders of outstanding
Regular Certificates, and to the Trustee in respect of outstanding Villas
Parkmerced Loan REMIC Regular Interests and Lower-Tier Regular Interests,
notwithstanding that such distribution may be insufficient to distribute in full
the Certificate Balance, Lower-Tier Principal Balance or Villas Parkmerced Loan
REMIC Principal Balance of each Class of Certificates, Lower-Tier Regular
Interest or Villas Parkmerced Loan REMIC Regular Interest, respectively,
together with amounts required to be distributed on such Distribution Date
pursuant to Section 4.01(a), (b), or (c) and (ii) if no such Classes of
Certificates are then outstanding, to the Holders of the Class LR Certificates
of any amount remaining in the Collection Accounts, the Villas Parkmerced Loan
REMIC Distribution Account or the Lower-Tier Distribution Account, and to the
Holders of the Class R Certificates of any amount remaining in the Upper-Tier
Distribution Account.
(e) Notice of any termination of the Trust Fund pursuant to this
Section 9.01 shall be mailed by the Trustee to affected Certificateholders with
a copy to each Master Servicer and each Rating Agency at their addresses shown
in the Certificate Registrar as soon as practicable after the Trustee shall have
received, given or been deemed to have received a Notice of Termination but in
any event not more than 30 days, and not less than ten days, prior to the
Anticipated Termination Date. The notice mailed by the Trustee to affected
Certificateholders shall:
(i) specify the Anticipated Termination Date on which the final
distribution is anticipated to be made to Holders of Certificates of the
Classes specified therein;
(ii) specify the amount of any such final distribution, if known;
and
(iii) state that the final distribution to Certificateholders will
be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.
If the Trust Fund is not terminated on any Anticipated Termination Date for any
reason, the Trustee shall promptly mail notice thereof to each affected
Certificateholder.
(f) Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant
to this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Trustee all amounts distributable to the Holders thereof, and the Trustee shall
thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Trustee hereunder and the transfer of such amounts to
a successor trustee and (ii) the termination of the Trust Fund and distribution
of such amounts to the Residual Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01. Any amounts remaining in the
Grantor Trust Distribution Account representing Excess Interest shall be
distributed to the Class S Certificates.
(g) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class
A-1B, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates
is reduced to zero, the Sole Certificateholder shall have the right to exchange
all of its Certificates (other than the Class S, Class R and Class LR
Certificates), including the Class X, Class VPM-1, Class VPM-2, Class VPM-3 and
Class VPM-4 Certificates, for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) 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, Class R and
Class LR Certificates), including the Class X, Class VPM-1, Class VPM-2, Class
VPM-3 and Class VPM-4 Certificates, for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund 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
applicable Collection Account an amount in immediately available funds equal to
all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer and the Trustee hereunder through the date of the liquidation of the
Trust Fund that may be withdrawn from the applicable Collection Account, or an
escrow account acceptable to the respective parties hereto, pursuant to Section
3.06(b) or that may be withdrawn from the Distribution Accounts pursuant to
Section 3.06(a), but only to the extent that such amounts are not already on
deposit in the applicable Collection Account. In addition, each Master Servicer
shall transfer all amounts required to be transferred to the Trustee for deposit
in the Villas Parkmerced Loan REMIC Distribution Account or Lower-Tier
Distribution Account, as applicable, on such Servicer Remittance Date from its
Collection Account pursuant to Section 3.05. Upon confirmation that such final
deposits have been made and following the surrender of all its Certificates
(other than the Class S, Class R and Class LR Certificates) on the final
Distribution Date, the Trustee shall, upon receipt of a Request for Release from
the applicable 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 this
Article IX. The remaining Mortgage Loans and REO Properties are deemed
distributed to the Sole Certificateholder in liquidation of the Trust Fund
pursuant to this Article IX. Solely for federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Villas
Parkmerced Loan REMIC and the Lower-Tier REMIC for an amount equal to the
remaining Certificate Balance of its Certificates (other than the Class S, Class
R and Class LR Certificates), plus accrued, unpaid interest with respect
thereto, and the Trustee shall credit such amounts against amounts distributable
in respect of the Villas Parkmerced Loan REMIC Regular Interests, the Lower-Tier
Regular Interests and such Certificates.
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01 Intent of the Parties; Reasonableness. Except with
respect to Section 10.08, Section 10.11, Section 10.13, Section 10.14, Section
10.15, Section 10.16 and Section 10.17 the parties hereto acknowledge and agree
that the purpose of Article X of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. Neither the Depositor nor the Trustee shall
exercise its rights to request delivery of information or other performance
under these provisions other than in reasonable good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act, the
Sarbanes-Oxley Act and, in each case, the rules and regulations of the
Commission thereunder. The parties to this Agreement acknowledge that
interpretations of the requirements of Regulation AB may change over time due to
interpretive guidance provided by the Commission or its staff and agree to
comply with reasonable requests made by the Depositor or the Trustee in
reasonable good faith for delivery of information under these provisions on the
basis of such evolving interpretations of Regulation AB. In connection with the
Deutsche Mortgage & Asset Receiving Corporation, Series CD 2006-CD2 transaction,
subject to the preceding sentence, each of the parties to this agreement shall
cooperate fully with the Depositor and the Trustee, as applicable, to deliver or
make available to the Depositor or the Trustee, as applicable (including any of
their assignees or designees), any and all information in its possession and
necessary in the reasonable good faith determination of the Depositor or the
Trustee, as applicable, to permit the Depositor to comply with the provisions of
Regulation AB, together with such disclosure relating to either Master Servicer,
the Special Servicer and the Trustee, as applicable, and any Servicing Function
Participant, or the Servicing of the Mortgage Loans, reasonably believed by the
Depositor or the Trustee, as applicable, in good faith to be necessary in order
to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 10.01,
but in any event, shall, upon reasonable advance written request, provide
information in sufficient time to allow the Depositor or the Trustee, as
applicable, to satisfy any related filing requirements.
Section 10.02 [Reserved]
Section 10.03 Information to be Provided by each Master Servicer and
the Special Servicer. (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, (in addition to any requirements contained in
Section 10.09) in connection with the succession to a Master Servicer and
Special Servicer or any Servicing Function Participant (if such Servicing
Function Participant is a servicer as contemplated by Item 1108(a)(2) of
Regulation AB) as servicer or Sub-Servicer under this Agreement by any Person
(i) into which a Master Servicer and Special Servicer or such Servicing Function
Participant may be merged or consolidated, (ii) which may be appointed as a
sub-servicer by a Master Servicer or Special Servicer, or (iii) that is
appointed as a successor Master Servicer or successor Special Servicer pursuant
Section 7.02, such Master Servicer or the Special Servicer (with respect to the
foregoing clauses (i) and (ii)) or the successor Master Servicer or the
successor Special Servicer (with respect to the foregoing clause (iii)) shall
provide to the Depositor, at least 5 calendar days (other than a succession or
appointment pursuant to Section 7.01(b) for which notice shall be delivered as
reasonably practicable) prior to the effective date of such succession or
appointment as long as such disclosure prior to such effective date would not be
violative of any applicable law or confidentiality agreement, otherwise
immediately following such effective date, but in no event later than the time
required pursuant to Section 10.09, (x) written notice to the Trustee and the
Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Trustee and the Depositor, all
information relating to such successor reasonably requested by the Depositor so
that it may comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any Class of Certificates.
Section 10.04 Information to be Provided by the Trustee. (a) For so
long as the Trust is subject to the reporting requirements of the Exchange Act,
(in addition to any requirements contained in Section 10.06) in connection with
the succession to the Trustee as Trustee or co-Trustee under this Agreement by
any Person (i) into which the Trustee may be merged or consolidated, (ii) which
may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10,
or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the
Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor
Trustee (with respect to the foregoing clause (iii)) shall provide to the
Depositor, at least 5 calendar days prior to the effective date of such
succession or appointment as long as such disclosure prior to such effective
date would not be violative of any applicable law or confidentiality agreement,
otherwise immediately following such effective date, but in no event later than
the time required pursuant to Section 10.09, (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 reasonably requested
by the Depositor so that it may comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any Class of Certificates.
Section 10.05 Filing Obligations. Each Master Servicer, the Special
Servicer and the Trustee shall and each Master Servicer, the Special Servicer
and the Trustee, as applicable, shall use commercially reasonable efforts to
cause each Servicing Function Participant (other than (x) any party to this
Agreement or (y) a Loan Seller Sub-Servicer) with which it has entered into a
servicing relationship with respect to the Mortgage Loans, to reasonably
cooperate with the Trustee and the Depositor in connection with the Trustee's
and Depositor's good faith efforts to satisfy the Trust's reporting requirements
under the Exchange Act.
Section 10.06 Form 10-D Filings. Within 15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act) (the
"10-D Filing Deadline"), the Trustee shall prepare and file on behalf of the
Trust any Form 10-D required by the Exchange Act and the rules and regulations
of the Commission thereunder, in form and substance as required by the Exchange
Act and such rules and regulations. A duly authorized representative of the
Depositor shall sign each Form 10-D filed on behalf of the Trust. The Trustee
shall file each Form 10-D with a copy of the related Monthly Certificateholder's
Report attached thereto. Any disclosure in addition to the Monthly
Certificateholder's Report that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately
below, be reported by the parties set forth on Schedule III and directed to the
Depositor and the Trustee for approval by the Depositor. The Trustee will have
no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure
which is to be reported by it as set forth on Schedule III) absent such
reporting, direction and approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) the parties listed on Schedule III hereto shall be required to provide to
the Trustee and the Depositor, to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be or any lawyer
in the in-house legal department of such party), in EDGAR-compatible format (to
the extent available to such party in such format), or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such party, the form
and substance of the Additional Form 10-D Disclosure described on Schedule III
applicable to such party, (ii) include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V and (iii) the Trustee shall, at any time prior to filing the related
Form 10-D, provide prompt notice to the Depositor to the extent that the Trustee
is notified of an event reportable on Form 10-D for which it has not received
the necessary Additional Form 10-D Disclosure from the applicable party. No
later than the 7th calendar day after the Distribution Date, the Depositor will
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; provided that if
the Trustee does not receive a response from the Depositor by such time the
Depositor will be deemed to have consented to the inclusion of such Additional
Form 10-D Disclosure. Other than to the extent provided for in clause (iii)
above, the Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Schedule III 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 fees assessed and any expenses incurred by the Trustee in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.
After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review and approval;
provided that the Trustee shall use its reasonable best efforts to provide such
copy to the Depositor by the 3rd Business Day prior to the 15th calendar day
after the Distribution Date. No later than the end of business on the 13th
calendar day after the related Distribution Date, the Depositor shall notify the
Trustee in writing (which may be furnished electronically) of any charges to or
approval of such Form 10-D, and no later than the end of business on the 13th
calendar day after the related Distribution Date, a duly authorized
representative 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 Trustee. The Trustee shall file such
Form 10-D, upon signature thereof as provided in Section 10.16, not later than
(i) 5:30 pm (New York City time) on the 15th calendar day after the related
Distribution Date or (ii) such other time as the Depositor and the Trustee
mutually agree is permitted by the Commission for the filing such Form 10-D. If
a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to
be amended, the Trustee will follow the procedures set forth in Section
10.10(b). After filing with the Commission, the Trustee shall, pursuant to
Section 4.02(c), make available on its internet website a final executed copy of
each Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under this Section 10.6 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
10.6. The Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare or file such
Form 10-D where such failure results from the Trustee'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 10-D, not resulting from its
own negligence, bad faith or willful misconduct.
Section 10.07 Form 10-K Filings. 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") (it being understood that the fiscal
year for the Trust ends on December 31st of each year), commencing in March
2007, the Trustee 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 Trustee within the applicable time frames set forth in this Agreement:
(i) an annual compliance statement for each applicable Certifying
Servicer, as described under Section 10.11;
(ii) (A) the annual reports on assessment of compliance with
servicing criteria for each applicable Reporting Servicer, as described
under Section 10.12, and (B) if any Reporting Servicer's report on
assessment of compliance with servicing criteria described under Section
10.12 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any Reporting Servicer's
report on assessment of compliance with servicing criteria described under
Section 10.12 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation as to why such report
is not included;
(iii) (A) the registered public accounting firm attestation report
for each Reporting Servicer, as described under Section 10.13, and (B) if
any registered public accounting firm attestation report described under
Section 10.13 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 as to why such report is not included; and
(iv) a Sarbanes-Oxley Certification as described in Section 10.8.
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 paragraph immediately below, be reported by the parties
set forth on Schedule IV hereto to the Depositor and the Trustee and approved by
the Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure (other
than such Additional Form 10-K Disclosure which is to be reported by it as set
forth on Schedule IV) absent such reporting and approval.
Not later than the end of each fiscal year for which the Trust is
required to file a Form 10-K, each Master Servicer, the Special Servicer and the
Trustee shall provide the other parties to this Agreement with written notice of
the name and address of each Servicing Function Participant retained by such
party.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, by March 1st (with a grace period through March 15th),
commencing in March 2007 (i) the parties listed on Schedule IV hereto shall be
required to provide to the Trustee and the Depositor, to the extent a Servicing
Officer or a Responsible Officer, as the case may be, thereof has actual
knowledge (other than with respect to Items 1117 and 1119(a) of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer
or any lawyer in the in-house legal department of such party), in
EDGAR-compatible format (to the extent available to such party in such format),
or in such other form as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure
described on Schedule IV applicable to such party, (ii) include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit V and (iii) the Trustee shall, at any time prior
to filing the related Form 10-K, provide prompt notice to the Depositor to the
extent that the Trustee is notified of an event reportable on Form 10-K for
which it has not received the necessary Additional Form 10-K Disclosure from the
applicable party. No later than March 15th, 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; provided that if the Trustee does
not receive a response from the Depositor by such time the Depositor will be
deemed to have consented to the inclusion of such Additional Form 10-K
Disclosure. Other than to the extent provided for in clause (iii) above, the
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Schedule IV 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
fees assessed and any expenses incurred by the Trustee in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.
After preparing the Form 10-K, on or prior to the 6th Business Day
prior to the 10-K Filing Deadline, the Trustee shall (i) forward electronically
a copy of the Form 10-K to the Depositor for review and approval and (ii) if not
already given, forward any LNR 10-K Notice required by Section 10.16(d). Within
three Business Days after receipt of such copy, but no later than March 24th,
the Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approved of such Form 10-K. No later than
5:00 p.m. New York City time on the 4th Business Day prior to the 10-K Filing
Deadline, a senior officer in charge of securitization of 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
Trustee. The Trustee shall file such Form 10-K, upon signature thereof as
provided in Section 10.16, not later than (i) 5:30 pm (New York City time) on
the 10-K Filing Deadline or (ii) such other time as the Depositor and the
Trustee mutually agree is permitted by the Commission for the filing such Form
10-K, of each year in which a report on Form 10-K is required to be filed by the
Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K
needs to be amended, the Trustee will follow the procedures set forth in Section
10.10(b). After filing with the Commission, the Trustee shall, pursuant to
Section 4.02(c), make available on its internet website a final executed copy of
each Form 10-K. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under this Section 10.07 related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and any
Additional Servicer or Servicing Function Participant) observing all applicable
deadlines in the performance of their duties under this Article X. The Trustee
shall have no liability with respect to any failure to properly prepare or file
such Form 10-K resulting from the Trustee's inability or failure to receive from
any other party any information needed to prepare, arrange for execution or file
such Form 10-K on a timely basis, not resulting from its own negligence, bad
faith or willful misconduct.
Section 10.08 Sarbanes-Oxley Certification. Each Form 10-K shall
include a certification (the "Sarbanes-Oxley Certification"), as set forth in
Exhibit Y attached hereto, required to be included therewith pursuant to the
Sarbanes-Oxley Act. Each Reporting Servicer shall, and each Reporting Servicer
shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Loan Seller
Sub-Servicer) with which it has entered into a servicing relationship with
respect to the Mortgage Loans, to provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person"), by March 1st (with a
grace period through March 15th) of each year in which the Trust is subject to
the reporting requirements of the Exchange Act, a certification (each, a
"Performance Certification"), in the form attached hereto as Exhibit M, O, P or
Q, as applicable, upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The senior officer in charge of securitization of the
Depositor shall serve as the Certifying Person on behalf of the Trust. The
Certifying Person at the Depositor can be contacted at Deutsche Mortgage & Asset
Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention:
Lainie Kaye, with a copy to Jay Straus, Esq. If any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement, as the case may be, such Reporting Servicer shall
provide a Performance Certification to the Certifying Person pursuant to this
Section 10.08 with respect to the period of time it was subject to this
Agreement or the applicable sub-servicing agreement, as the case may be.
Each Performance Certification shall include a reasonable reliance
provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 10.11, (ii) annual report on
assessment of compliance with servicing criteria provided pursuant to Section
10.12 and (iii) registered public accounting firm attestation report provided
pursuant to Section 10.13.
Section 10.09 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure (the "8-K Filing Deadline")
under Form 8-K (each a "Reportable Event"), to the extent it receives the Form
8-K Disclosure Information described below, the Trustee shall prepare and, at
the direction of the Depositor, 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
paragraph immediately below, be reported by the parties set forth on Schedule V
to which such Reportable Event relates and such Form 8-K Disclosure Information
shall be delivered to the Depositor and the Trustee and approved by the
Depositor. The Trustee will have no duty or liability for any failure hereunder
to determine or prepare any Form 8-K Disclosure Information (other than such
Form 8-K Disclosure Information which is to be reported by it as set forth on
Schedule V) absent such reporting and approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the parties listed on Schedule V hereto shall, to the extent a
Servicing Officer or a Responsible Officer, as the case may be, thereof has
actual knowledge (or any officer thereof with respect to Items 1117 and 1119 or
Regulation AB as to such party), use their reasonable efforts to provide to the
Depositor and the Trustee within 1 Business Day after the occurrence of the
Reportable Event, but shall provide in no event later than noon (New York City
time) on the 2nd Business Day after the occurrence of the Reportable Event, the
form and substance of the Form 8-K Disclosure Information described on Schedule
V as applicable to such party, in EDGAR-compatible format (to the extent
available to such party in such format), or in such other format as otherwise
agreed upon by the Trustee and the Depositor and such party and accompanied by
an Additional Disclosure Notification in the form attached hereto as Exhibit V.
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 by the
end of business on the 2nd Business Day after the Reportable Event; provided
that if the Trustee does not receive a response from the Depositor by such time
as required under this Agreement the Depositor will be deemed to have consented
to such Form 8-K Disclosure Information. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on
Schedule V of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information; provided that to
the extent that the Trustee is notified of such Reportable Event and it does not
receive the necessary Form 8-K Disclosure Information, it shall notify the
Depositor that it has not received such information and, provided, further, that
the limitation on liability provided by this sentence shall not be applicable if
the Reportable Event relates to the Trustee or any party that the Trustee has
engaged to perform its obligations under this Agreement. The Depositor will be
responsible for any reasonable fees assessed and any expenses incurred by the
Trustee 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 Trustee shall, no later than the
end of the Business Day (New York City time) on the 3rd Business Day after the
Reportable Event, forward electronically a copy of the Form 8-K to the Depositor
for review and approval and the Depositor shall promptly notify the Trustee in
writing (which may be furnished electronically) of any changes to the Form 8-K.
No later than noon on the 4th Business Day (New York City time) after the
Reportable Event, a duly authorized representative 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 Trustee. The
Trustee shall file such Form 8-K, upon signature thereof as provided in Section
10.16, not later than (i) 5:30 pm (New York City time) on the 4th Business Day
following the reportable event or (ii) such other time as the Depositor and the
Trustee mutually agree is permitted by the Commission for the filing such Form
8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in Section
10.10(b). After filing with the Commission, the Trustee will, pursuant to
Section 4.02(c), make available on its internet website a final executed copy of
each Form 8-K. The parties to this Agreement acknowledge that the performance by
the Trustee of its duties under this Section 10.9 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 10.9.
The Trustee 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 such Form 8-K, where such failure results from the Trustee's
inability or failure to receive approved Form 8-K Disclosure Information within
the applicable timeframes set forth in this Section 10.09 and not resulting from
the Trustee's own negligence, bad faith or willful misconduct (provided that to
the extent that the Trustee is notified of such Reportable Event and it does not
receive the necessary Form 8-K Disclosure Information, it will notify the
Depositor that it has not received such information and further provided that
the limitation on liability provided by this sentence shall not be applicable if
the Reportable Event relates to the Trustee or any party that the Trustee has
engaged to perform its obligations under this Agreement).
Section 10.10 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports. (a) On or before January 30 of the first
year in which the Trustee is able to do so under applicable law, the Trustee
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. With respect to any reporting period occuring after the filing of Form 15,
the obligations of the parties to this Agreement under Sections 10.01, 10.03,
10.06, 10.07, 10.08 and 10.09 shall be suspended.
(b) If the Trustee is unable to timely file with the Commission all
or any required portion of any Form 8-K, Form 10-D or Form 10-K required to be
filed by this Agreement because required disclosure information either was not
delivered to it or was delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trustee shall promptly notify (which
notice (which may be sent by fax or by email notwithstanding the provisions of
Section 11.04) shall include the identity of those Reporting Servicers who
either did not deliver such information or delivered such information to it
after the delivery deadlines set forth in this Agreement) the Depositor and each
Reporting Servicer that failed to make such delivery. In the case of Form 10-D
and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor
and the Trustee to prepare and file a Form 12b-25 and a Form 10-D/A and Form
10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Trustee shall, 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 Form 10-D that is required to be filed on
behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D
or Form 10-K needs to be amended, the Trustee shall notify the Depositor and
such other parties as needed and such parties shall cooperate 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 the
Depositor. The parties to this agreement acknowledge that the performance by the
Trustee of its duties under this Section 10.10 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
is contingent upon the Master Servicers, the Special Servicer and the Depositor
performing their duties under this Section. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or
any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure results
from the Trustee'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 Form 8-K, Form 10-D or
Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
Section 10.11 Annual Compliance Statements. Each Master Servicer,
the Special Servicer, the Trustee and each Servicing Function Participant (if
such Servicing Function Participant is a servicer contemplated by Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each a "Certifying Servicer")
shall and the Master Servicer, the Special Servicer and the Trustee shall use
commercially reasonable efforts to cause each Additional Servicer and each
Servicing Function Participant (if such Servicing Function Participant is a
servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB)
(other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer)
with which it has entered into a servicing relationship with respect to the
Mortgage Loans, to deliver to the Depositor and the Trustee on or before March 1
(subject to a grace period through March 15th) with respect to each Master
Servicer, the Special Servicer, any Additional Servicer or the Trustee, 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 in the case of an Additional Servicer, has been made under such
officer's supervision and (B) that, 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 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. Promptly after receipt of each such Officer's
Certificate, the Depositor shall have the right to review such Officer's
Certificate and, if applicable, consult with each Certifying Servicer, as
applicable, as to the nature of any failures by such Certifying Servicer, in the
fulfillment of any of the Certifying Servicer's obligations hereunder or under
the applicable sub-servicing agreement. None of the Certifying Servicers or any
Additional Servicer or any Servicing Function Participant shall be required to
deliver, or to endeavor to cause the delivery of, any such Officer's Certificate
until April 15, in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust for the preceding calendar year.
Section 10.12 Annual Reports on Assessment of Compliance with
Servicing Criteria. By March 1st (subject to a grace period through March 15th)
of each year, commencing in March 2007, each Master Servicer, the Special
Servicer (regardless of whether the Special Servicer has commenced special
servicing of any Mortgage Loan), the Trustee, and each Servicing Function
Participant, each at its own expense, shall furnish, (and each of the preceding
parties, as applicable, shall use commercially reasonable efforts to cause, by
March 1st (subject to grace period through March 15th), each Servicing Function
Participant (other than (x) a party to this Agreement or (y) a Loan Seller
Sub-Servicer) with which it has entered into a servicing relationship with
respect to the Mortgage Loans to the Trustee and the Depositor a report on an
assessment of compliance with the Relevant Servicing Criteria with respect to
commercial mortgage backed securities transactions taken as a whole involving
such party 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 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 10.07, 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.
No later than the end of each fiscal year for the Trust for which a
Form 10-K is required to be filed, each Master Servicer, the Special Servicer
and Trustee shall each forward to the Trustee and the Depositor the name and
contact information of each Servicing Function Participant engaged by it and
what Relevant Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the
applicable Master Servicer, the Special Servicer, the Trustee and each Servicing
Function Participant submit their respective assessments by March 1st (subject
to grace period through March 15th), as applicable, to the Trustee, each such
party shall also at such time, if it has received the assessment (and
attestation pursuant to Section 10.13) of each Servicing Function Participant
engaged by it, include such assessment (and attestation) in its submission to
the Trustee.
Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with the Master Servicers, the Special Servicer, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the applicable
Master Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Schedule II and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until April 15 in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be
filed in respect of the Trust for the preceding calendar year.
The parties hereto acknowledge that a material instance of
noncompliance with the Relevant Servicing Criteria reported on an assessment of
compliance pursuant to this Section 10.12 by a Master Servicer, the Special
Servicer or the Trustee shall not, as a result of being so reported, in and of
itself, constitute a breach of such parties' obligations, as applicable, under
this Agreement unless otherwise provided for in this Agreement.
Section 10.13 Annual Independent Public Accountants' Servicing
Report. By March 1st (subject to a grace period through March 15th), of each
year, commencing in March 2007, each Master Servicer, the Special Servicer and
the Trustee, each at its own expense, shall use reasonable efforts to cause, and
each of the preceding parties, as applicable, shall use commercially reasonable
efforts to cause, by March 1 (subject to a 15 calendar day grace period), each
Servicing Function Participant (other than (x) a party to this Agreement or (y)
a Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans, to cause, each at its own
expense), a registered public accounting firm (which may also render other
services to the applicable Master Servicer, the Special Servicer, the Trustee,
such 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 and the Depositor to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting
Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Relevant Servicing Criteria, 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 expressing an opinion as to
whether such Reporting Servicer's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such Reporting Servicer's assessment of compliance
with the Relevant Servicing Criteria. If 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. Such report must be available for general use
and not contain restricted use language.
Promptly after receipt of such report from the applicable Master
Servicer, the Special Servicer, the Trustee, any Servicing Function Participant
with which it has entered into a servicing relationship with respect to the
Mortgage Loans (other than a party to this Agreement), (i) the Depositor shall
have the right to review the report and, if applicable, consult with the
applicable Master Servicer, the Special Servicer, the Trustee, any such
Servicing Function Participant as to the nature of any material instance of
noncompliance by such Master Servicer, the Special Servicer, the Trustee or any
such Servicing Function Participant with the Servicing Criteria applicable to
such person, as the case may be, in the fulfillment of any of the applicable
Master Servicer's, the Special Servicer's, the Trustee's or the applicable
Servicing Function Participant's obligations hereunder or under any applicable
sub-servicing agreement, and (ii) the Trustee shall confirm that each assessment
submitted pursuant to Section 10.12 is coupled with an attestation meeting the
requirements of this Section and notify the Depositor of any exceptions. None of
the Master Servicer, the Special Servicer, the Trustee nor any Servicing
Function Participant shall be required to deliver, or to endeavor to cause the
delivery of, such reports until April 15 in any given year so long as it has
received written confirmation from the Depositor that a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.
Section 10.14 Exchange Act Reporting Indemnification. Each of the
Master Servicers, the Special Servicer and the Trustee shall indemnify and hold
harmless each Certification Party, the Depositor, their respective directors and
officers, and each other person who controls any such entity within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any and all expenses, losses, claims, damages and other liabilities,
including without limitation the costs of investigation, legal defense and any
amounts paid in settlement of any claim or litigation arising out of the failure
to perform its obligations to the Depositor or Trustee under this Article X by
the time required after giving effect to any applicable grace or cure period.
The Master Servicers, the Special Servicer and the Trustee shall use
commercially reasonable efforts to cause each Servicing Function Participant
(other than (x) any party to this Agreement or (y) a Loan Seller Sub-Servicer)
with which it has entered into a servicing relationship with respect to the
Mortgage Loans to indemnify and hold harmless each Certification Party from and
against any 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 a breach of its obligations to provide
any of the annual compliance statements or annual assessment of servicing
criteria or attestation reports pursuant to this Agreement, or the applicable
Sub-Servicing Agreement, as applicable.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then each Master
Servicer, the Special Servicer, the Trustee, each Additional Servicer or other
Servicing Function Participant (the "Performing Party") shall and the Master
Servicer, the Special Servicer and the Trustee shall use reasonable efforts to
cause each Servicing Function Participant with which it has entered into a
servicing relationship (other than (x) a party to this Agreement or (y) any Loan
Seller Sub-Servicer) with respect to the Mortgage Loans to 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 this Article X. The applicable
Master Servicer, the Special Servicer and the Trustee shall use reasonable
efforts to cause each Servicing Function Participant (other than Loan Seller
Sub-Servicers) with which it has entered into a servicing relationship with
respect to the Mortgage Loans to agree to the foregoing indemnification and
contribution obligations.
Section 10.15 Amendments. This Article X may be amended by the
written consent of all the parties hereto pursuant to Section 11.07 for purposes
of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage backed securities market without, in each case, 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 no such amendment without
Certificateholder consent shall eliminate the reports or statements required
under Section 10.11 or Section 10.13.
Section 10.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report and
Form 10-K report shall be signed by the Depositor in accordance with procedures
to be agreed upon by the Depositor and the Trustee. The signing party at the
Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at
60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to
Jay Straus, Esq.
(b) Notwithstanding anything in Section 11.04 to the contrary, any
notice required to be delivered to the Depositor under this Article X shall be
properly given if sent by facsimile to (212) 797-4487, Attention: Lainie Kaye,
with a copy to (212) 504-6666, Attention: Anna Glick (or such other number as
the Depositor may instruct) and by email to Lainie.Kaye@db.com, with a copy to
Anna.Glick@cwt.com (or such other email address as the Depositor may instruct).
(c) For the avoidance of doubt:
(i) No Master Servicer or Special Servicer shall be subject to a
Master Servicer Event of Default or a Special Servicer Event of Default,
as applicable, pursuant to either the last clause of the definition of
Master Servicer Event of Default or the last clause of the definition of
Special Servicer Event of Default, as applicable, nor shall any such party
be deemed to not be in compliance under this Agreement, during any grace
period provided for in this Article X, provided, that if any such party
fails to comply with the delivery requirements of this Article X by the
expiration of any applicable grace period such failure shall constitute a
Master Servicer Event of Default or a Special Servicer Event of Default,
as applicable; and
(ii) No Master Servicer or Special Servicer shall be subject to a
Master Servicer Event of Default or a Special Servicer Event of Default,
as applicable, pursuant to either the last clause of the definition of
Master Servicer Event of Default or the last clause of the definition of
Special Servicer Event of Default, as applicable, nor shall any such party
be deemed to not be in compliance under this Agreement, for failing to
deliver any item required under this Article X by the time required
hereunder with respect to any reporting period for which the Trust is not
required to file Exchange Act reports (which reporting periods will
include any occurring after the Trustee files the Form 15 relating to the
automatic suspension of reporting in respect of the Trust under the
Exchange Act).
(d) No later than the date the Trustee is required to deliver to the
Depositor the Form 10-K pursuant to the first sentence of the last paragraph of
Section 10.07, the Trustee, shall, and the Depositor or counsel to the Depositor
may, deliver a notice to LNR (which notice may be given by fax to (305)
695-5601, with a copy to (305) 351-2229 or by email to rwolpert@lnrproperty.com,
with a copy to akazan@bilzin.com notwithstanding the requirements of Section
11.04) listing any documents required to be delivered to the Trustee by LNR
pursuant to Sections 10.08, 10.11, 10.12 and 10.13 that the Trustee has not
received (the "LNR 10-K Notice"). Following the delivery of the LNR 10-K Notice,
LNR shall have until the expiration of the LNR Cure Period to deliver all of the
items required by Sections 10.08, 10.11, 10.12 and 10.13. For the avoidance of
doubt, LNR shall not be deemed to have failed to perform its obligations under
such Sections for purposes of Section 10.14 or be deemed to be in a Special
Servicer Event of Default if LNR has delivered all of the items required by
Sections 10.08, 10.11, 10.12 and 10.13 prior to the expiration of the LNR Cure
Period.
Section 10.17 Termination of the Trustee. (a) Notwithstanding
anything to the contrary contained in this Agreement, the Depositor may
immediately terminate the Trustee if the Trustee fails to comply with any of its
obligations under this Article X; provided that (a) such termination shall not
be effective until a successor trustee shall have accepted the appointment, (b)
the Trustee may not be terminated if it cannot perform its obligations due to
its failure to properly prepare or file on a timely basis any Form 8-K, Form
10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such
failure results from the Trustee's inability or failure to receive, within the
exact time frames set forth in this Agreement any information, approval,
direction or signature from any other party hereto needed to prepare, arrange
for execution or file any such Form 8-K, Form 10-K or Form 10-D or any
amendments to such forms or any form 12b-25 not resulting from its own
negligence, bad faith or willful misconduct, (c) if, following the Trustee's
failure to comply with any of such obligations under Sections 10.06, 10.07,
10.09, 10.11, 10.12 or 10.13 on or prior to the dates by which such obligations
are to be performed pursuant to, and as set forth in, such Sections the Trustee
subsequently complies with such obligations before the Depositor gives written
notice to it that it is terminated in accordance with this Section 10.17 and (d)
the Trustee may not be terminated if the Trustee's failure to comply does not
cause it to fail in its obligations to timely file the related Form 8-K, Form
10-D or Form 10-K, as the case may be, by the related deadline for filing such
Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the
right to terminate the Trustee under this Section 10.17 on the date on which
such Form 8-K, Form 10-D or Form 10-K is so filed.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Counterparts. 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.
Section 11.02 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, or 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, or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
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, and
nothing herein set forth, or contained in the terms of the Certificates, shall
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; and no Certificateholder shall be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder or any Serviced Companion Loan Noteholder shall
have any right 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
such Certificateholder or such Serviced Companion Loan Noteholder, as
applicable, previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also such Serviced Companion Loan Noteholder or the Certificateholders
representing Percentage Interests of at least 25% of each affected Class of
Certificates, as applicable, have (or in the case of the Serviced Companion Loan
Noteholder, has) made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and have (or in the case
of the Serviced Companion Loan Noteholder, has) offered to the Trustee such
reasonable security or 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 security or indemnity,
shall have failed or refused to institute any such action, suit or proceeding.
It is understood and intended, and expressly covenanted by the Serviced
Companion Loan Noteholder and by each Certificateholder with every other
Certificateholder and the Trustee, that no Serviced Companion Loan Noteholder or
one or more Certificateholder of any Class shall have any right in any manner
whatever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of Serviced Companion Loan Noteholder or the Holders of any
other of such Certificates, or to obtain or seek to obtain priority over or
preference to any other such Companion Loan Noteholder or Certificateholder, or
to enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Companion Loan Noteholders
and Holders of Certificates of such Class, as applicable. For the protection and
enforcement of the provisions of this Section, each and every Companion Loan
Noteholder, Certificateholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.
Section 11.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 11.04 Notices. Unless otherwise specified in this Agreement,
all demands, notices and communications hereunder shall be in writing, shall be
deemed to have been given upon receipt (except that notices to Holders of Class
R and Class LR Certificates or Holders of any Class of Certificates no longer
held through a Depository and instead held in registered, definitive form shall
be deemed to have been given upon being sent by first-class mail, postage
prepaid or by overnight courier) as follows:
If to the Trustee or Paying Agent, to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services (CMBS), CD 2006-CD2
If to the Depositor, to:
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan
with a copy to:
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
Attention: Anna H. Glick
If to the Midland Master Servicer, to:
Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Attention: President
Telecopy No.: (913) 253-9001
with a copy to:
Dechert LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: Stephanie M. Tita
Telecopy No.: (212) - 698-3599
If to the Wachovia Master Servicer, to:
Wachovia Bank, National Association
8739 Research Drive, URP4
Charlotte, North Carolina 28262,1075
Attention: CD 2006-CD2
Telecopy No.: (704) 715-0036
with a copy to:
Mayer, Brown, Rowe & Maw LLP
214 North Tryon Street, Suite 3800
Charlotte, NC 28202
Attention: Christopher J. Brady
Telecopy No.: (704) 377-2033
If to the Special Servicer, to:
LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Randy Wolpert
Telecopy No.: (305) 695-5601
email: rwolpert@lnrproperty.com
with a copy to:
Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscayne Blvd., Suite 2500
Miami, Florida 33131
Attention: Alan Kazan, Esq.
Telecopy No.: (305) 351-2229
if such notice is provided pursuant to Article X to:
Thomas Nealon
Telecopy No: (305) 695-5601
email: tnealon@lnrproperty.com
Javier Benedit
Telecopy No: (305) 695-5199
email: jbenedit@lnrproperty.com
If to the German American Capital Corporation, to:
German American Capital Corporation
60 Wall Street
New York, New York 10005
Attention: Lainie Kaye
If to Citigroup Global Markets Realty Corp., as Mortgage Loan
Seller, to:
Citigroup Global Markets Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013
Attention: Angela Vleck
Telecopy No.: (212) 816-8307
If to PNC Bank, as Mortgage Loan Seller, to:
PNC Bank, National Association
10851 Mastin, Suite 300 (Bldg 82)
Overland Park, Kansas 66210
Attention: Harry Funk
Telecopy No.: (913) 253-9717
with a copy to:
PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Gretchen Lengel Kelly
Telecopy No.: (412) 762-4334
If to the Underwriters, to:
Deutsche Bank Securities, Inc.
Commercial Mortgage-Backed Securities
60 Wall Street
New York, New York 10005
Attention: Lainie Kaye
Citigroup Global Markets, Inc.
388 Greenwich Street, 11th Floor
New York, New York 10013
Attention: Angela Vleck
Telecopy No.: (212) 816-8307
PNC Capital Markets, Inc.
One PNC Plaza, 26th Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Scott Manning
Telecopy No.: (913) 253-9717
J.P. Morgan Securities Inc.
270 Park Avenue, 6th Floor
New York, New York 10017
Wachovia Capital Markets, LLC
301 South College Street
Charlotte, North Carolina 28288
Attention: CMBS Securitization
Telecopy No.: (704) 715-0066
Nomura Securities International, Inc.
2 World Financial Center, Building B
New York, New York, 10281
If to any Certificateholder, to:
the address set forth in the Certificate Register,
If to the initial Controlling Class Representative
LNR Securities Holdings, LLC,
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139
Attention: Steven N. Bjerke
Telecopy No.: (305) 695-5449
or, in the case of the parties to this Agreement, to such other address as such
party shall specify by written notice to the other parties hereto.
Section 11.05 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, to the extent permitted by applicable law,
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 11.06 Notice to the Depositor and Each Rating Agency. (a) The Trustee
shall use its best efforts to promptly provide notice (and, in the case of
subsection (vii), promptly furnish or make available) to the Depositor, the
Underwriters, the Controlling Class Representative and each Rating Agency with
respect to each of the following of which a Responsible Officer of the Trustee
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 merger, consolidation, resignation or termination of
either Master Servicer, the Special Servicer or the Trustee;
(iv) the repurchase of Mortgage Loans pursuant to Section 2.03(d);
(v) the final payment to any Class of Certificateholders;
(vi) any change in the location of a Collection Account, the
Serviced Whole Loan Collection Account, the Distribution Accounts, the
Interest Reserve Account, or the Excess Liquidation Proceeds Account; and
(vii) each report to Certificateholders described in Section 4.02,
Section 3.13 and Section 3.22.
(b) Each Master Servicer shall promptly furnish to each Rating
Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 10.11;
(ii) each of its annual independent public accountants' servicing
reports described in Section 10.13;
(iii) a copy of each rent roll and each operating and other
financial statement and occupancy reports, to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the
extent collected pursuant to Section 3.03;
(iv) a copy of any notice with respect to a breach of a
representation or warranty with respect to any Mortgage Loan;
(v) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of such Master Servicer;
(vi) any change in the lien priority of a Mortgage Loan;
(vii) any new lease of an anchor or a termination of an anchor lease
at a retail Mortgaged Property;
(viii) any material damage to a Mortgaged Property; and
(ix) any amendment, modification, consent or waiver to or of any
provision of a Mortgage Loan.
(c) The Trustee, the applicable Master Servicer and the Special
Servicer, as applicable, shall furnish to each Rating Agency with respect to the
Trust Fund, a Mortgaged Property, a Borrower and a Specially Serviced Loan such
information as the Rating Agency and the Depositor shall reasonably request and
which the Trustee, such Master Servicer or the Special Servicer, can reasonably
provide in accordance with applicable law and without violating the terms of
this Agreement or any Loan Documents. The Rating Agencies shall not be charged
any fee or expense in connection therewith. Each party hereto shall send copies
to the Depositor of any information that it provided to any Rating Agency.
Notwithstanding anything to the contrary herein, nothing in this Section 11.06
shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items.
(d) Notices to each Rating Agency shall be addressed as follows:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attention: Commercial Mortgage Surveillance Group
Telecopy: (212) 438-2657
Moody's Investors Services, Inc.
99 Church Street, 4th Floor
New York, New York 10041
Attention: Commercial Mortgage Surveillance Group
Telecopy: (212) 553-0300
or in each case to such other address as either Rating Agency shall specify by
written notice to the parties hereto.
Section 11.07 Amendment. This Agreement or any Custodial Agreement
may be amended at any time by the Depositor, the Master Servicers, the Special
Servicer and the Trustee without the consent of any of the Certificateholders or
the Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any error; (ii) to cause the provisions herein to conform or be consistent with
or in furtherance of the statements made in the Prospectus, the Private
Placement Memorandum, in each case, with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any provisions herein or therein
which may be defective or inconsistent with any other provisions herein or
therein; (iii) to amend any provision hereof to the extent necessary or
desirable to maintain the rating or ratings assigned to each of the Classes of
Certificates by each Rating Agency; and (iv) to amend or supplement a provision,
or to supplement any other provisions to the extent not inconsistent with the
provisions of this Agreement, or any other change which will not adversely
affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in
writing by an Opinion of Counsel or, if solely affecting any Certificateholder
or Serviced Companion Loan Noteholder, confirmation in writing from each Rating
Agency then rating any Certificates that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates. In no event shall any such amendment cause the Villas
Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicers, the Special Servicer and
the Trustee with the prior written consent of the Holders of Certificates
representing (including without limitation, the Holders of the Class VPM
Certificates if affected thereby) not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected thereby and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, however, that no such
amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to be
distributed on any Certificate, without the consent of the Holders of
Certificates representing all of the Percentage Interests of the Class or
Classes affected thereby (including without limitation, the Holders of the
Class VPM Certificates if affected thereby), or which are required to be
distributed to any Serviced Companion Loan Noteholders without the consent
of such Serviced Companion Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or inaction under
this Agreement;
(iii) alter the Servicing Standard or obligations of either Master
Servicer or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates representing all of the
Percentage Interests of the Class or Classes affected thereby; or
(iv) amend any section hereof which relates to the amendment of this
Agreement without the consent of the Holders of all Certificates
representing all of the Percentage Interests of the Class or Classes
affected thereby (including without limitation, the Holders of the Class
VPM Certificates if affected thereby) and the consent of any affected
Serviced Companion Loan Noteholders.
Further, the Depositor, the Master Servicers, the Special Servicer
and the Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary to maintain the qualification of the Villas
Parkmerced Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a Grantor Trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, that such action, as evidenced by an
Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or
helpful to maintain such qualification or to prevent the imposition of any such
taxes, and would not adversely affect in any material respect the interest of
any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder.
In the event that neither the Depositor nor any successor thereto,
if any, is in existence, any amendment under this Section 11.07 shall be
effective with the consent of the Trustee, the Master Servicers and the Special
Servicer, in writing, and to the extent required by this Section 11.07, the
Certificateholders and Serviced Companion Loan Noteholders. Promptly after the
execution of any amendment, the Master Servicers shall forward to the Trustee
and the Special Servicer, and the Trustee shall furnish written notification of
the substance of such amendment to each Certificateholder, each Serviced
Companion Loan Noteholder and each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.07 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders and, if applicable,
Serviced Companion Loan Noteholders, shall be subject to such reasonable
regulations as the Trustee may prescribe; provided, however, that such method
shall always be by affirmation and in writing.
Notwithstanding any contrary provision of this Agreement, no
amendment shall be made to this Agreement or any Custodial Agreement unless the
Trustee has received an Opinion of Counsel, at the expense of the party
requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee for any
purpose described in clause (i), (ii) or (iii) of the first sentence of this
Section, then at the expense of the Trust Fund; provided that with respect to
such amounts attributable to the Villas Parkmerced Mortgage Loan, after any
allocation to the related B Loans to the extent permitted under the Villas
Parkmerced Co-Lender Agreement, such amounts shall be applied first to the Class
VPM Certificates in reverse sequential order and second to the Villas Parkmerced
Pooled Trust Component) to the effect that such amendment is permitted hereunder
and such amendment will not cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding, or cause the Grantor Trust to fail
to qualify as a Grantor Trust, or cause a tax to be imposed on the Trust Fund,
any such REMIC or the Grantor Trust.
Prior to the execution of any amendment to this Agreement or any
Custodial Agreement, the Trustee, the Special Servicer and the Master Servicers
may request and shall be entitled to rely conclusively upon an Opinion of
Counsel, at the expense of the party requesting such amendment (or, if such
amendment is required by any Rating Agency to maintain the rating issued by it
or requested by the Trustee for any purpose described in the first sentence of
this Section 11.07 (which do not modify or otherwise relate solely to the
obligations, duties or rights of the Trustee), then at the expense of the Trust
Fund; provided that with respect to such amounts attributable to the Villas
Parkmerced Mortgage Loan, after any allocation to the related B Loans to the
extent permitted under the Villas Parkmerced Co-Lender Agreement, such amounts
shall be applied first to the Class VPM Certificates in reverse sequential order
and second to the Villas Parkmerced Pooled Trust Component) stating that the
execution of such amendment is authorized or permitted by this Agreement. The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's own rights, duties or immunities under this Agreement.
Notwithstanding any contrary provision contained in this Agreement,
no amendment shall be made to this Agreement which shall affect the obligations
of any Mortgage Loan Seller without the consent of such Mortgage Loan Seller.
Section 11.08 Confirmation of Intent. It is the express intent of
the parties hereto that the conveyance of the Trust Fund (including the Mortgage
Loans) by the Depositor to the Trustee on behalf of Certificateholders as
contemplated by this Agreement and the sale by the Depositor of the Certificates
be, and be treated for all purposes as, a sale by the Depositor of the undivided
portion of the beneficial interest in the Trust Fund represented by the
Certificates. It is, further, not the intention of the parties that such
conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the intent of the parties, the Trust Fund is held to
continue to be property of the Depositor then (a) this Agreement shall also be
deemed to be a security agreement under applicable law; (b) the transfer of the
Trust Fund provided for herein shall be deemed to be a grant by the Depositor to
the Trustee on behalf of Certificateholders of a first priority security
interest in all of the Depositor's right, title and interest in and to the Trust
Fund and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including, without limitation, all amounts from time to time held or
invested in the Collection Accounts, any Serviced Whole Loan Collection Account,
the Distribution Accounts, the Interest Reserve Account, any REO Account and any
Excess Liquidation Proceeds Account whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee (or the
Custodian on its behalf) of Notes and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" for purposes of perfecting the security
interest pursuant to Section 9-313 of the Delaware Uniform Commercial Code; and
(d) notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Any assignment of the
interest of the Trustee pursuant to any provision hereof shall also be deemed to
be an assignment of any security interest created hereby. The Depositor shall,
and upon the request of either Master Servicer, the Trustee shall, to the extent
consistent with this Agreement (and at the expense of the Trust Fund), take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans or Serviced Whole Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. It is the intent of the parties that such a security interest
would be effective whether any of the Certificates are sold, pledged or
assigned.
Section 11.09 No Intended Third-Party Beneficiaries. Except as
specified in Section 11.12, no Person other than a party to this Agreement, any
Mortgage Loan Seller or any Certificateholder shall have any rights with respect
to the enforcement of any of the rights or obligations hereunder. Without
limiting the foregoing, the parties to this Agreement specifically state that no
Borrower, Manager or other party to a Mortgage Loan is an intended third-party
beneficiary of this Agreement.
Section 11.10 [Reserved]
Section 11.11 Entire Agreement. This Agreement and with respect to
each Serviced Companion Loan Noteholder, the related Co-Lender Agreement
contains the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understanding, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersedes any
course of performance or usage of the trade inconsistent with any of the terms
hereof.
Section 11.12 Third Party Beneficiaries. (a) Each of the Trustee and
the Master Servicers acknowledges that each holder of a Serviced Companion Loan
is an intended third party beneficiary in respect of the rights afforded it
under this Agreement and may directly enforce such rights.
IN WITNESS WHEREOF, the Depositor, the Midland Master Servicer, the
Wachovia Master Servicer, the Special Servicer, the Trustee and the Paying Agent
have caused their names to be signed hereto by their respective officers
thereunto duly authorized all as of the day and year first above written.
DEUTSCHE MORTGAGE & ASSET
RECEIVING CORPORATION,
as Depositor
By: /s/ John C. Griffin
------------------------------------
Name: John C. Griffin
-------------------------------
Title: Vice President
------------------------------
By: /s/ Andrew Cherrick
------------------------------------
Name: Andrew Cherrick
-------------------------------
Title: Vice President
------------------------------
Midland Loan Services, Inc.,
as Midland Master Servicer
By: /s/ Lawrence D. Ashley
------------------------------------
Name: Lawrence D. Ashley
-------------------------------
Title: Senior Vice President
------------------------------
Wachovia Bank, National Association,
as Wachovia Master Servicer
By: /s/ Nisarg d. Meta
------------------------------------
Name: Nisarg d. Meta
-------------------------------
Title: Associate
------------------------------
LNR PARTNERS, INC.,
as Special Servicer
By: /s/ Steven N. Bjerke
------------------------------------
Name: Steven N. Bjerke
-------------------------------
Title: Vice President
------------------------------
WELLS FARGO BANK, N.A.,
as Trustee and Paying Agent
By: /s/ Deborah Daniels
------------------------------------
Name: Deborah Daniels
-------------------------------
Title: Vice President
------------------------------
EXHIBIT A-1
FORM OF CLASS A-1 GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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, AND CERTAIN OTHER ASSETS.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-1
Class A-1 Pass-Through Rate: 5.302% CUSIP: 12513XAA0
ISIN: US12513XAA00
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-1 Certificates: $72,000,000 this Certificate: $72,000,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-1
December 15, 2010
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-1 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-1 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-l
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-1
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-l Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-2
FORM OF CLASS A-2 GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-2
Class A-2 Pass-Through Rate: 5.408% CUSIP: 12513XAB8
ISIN: US12513XAB82
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-2 Certificates: $239,000,000 this Certificate: $239,000,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-2-1
March 15, 2011
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-2 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class AB,
Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-2 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-2
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-2
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-2 Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-3
FORM OF CLASS A-3 GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-3
Class A-3 Pass-Through Rate: Variable CUSIP: 12513XAC6
ISIN: US12513XAC65
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-3 Certificates: $53,000,000 this Certificate: $53,000,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-3-1
January 15, 2013
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-3 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-AB,
Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-3 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Market Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-3
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-3 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-3
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-3 Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-4
FORM OF CLASS A-AB GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-AB
Class A-AB Pass-Through Rate: Variable CUSIP: 12513XAD4
ISIN: US12513XAD49
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-AB Certificates: $111,000,000 this Certificate: $111,000,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-AB-1
May 15, 2015
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-AB Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1A, Class A-1B, Class A-X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class A-AB Certificates, the "Certificates"; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to
herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-AB
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-AB Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-AB
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-AB Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-5
FORM OF CLASS A-4 GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-4
Class A-4 Pass-Through Rate: Variable CUSIP: 12513XAE2
ISIN: US12513XAE22
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class A-4 Certificates: $839,906,000 [$500,000,000] [$339,906,000]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-4-[ ]
December 15, 2015
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-4 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-3, Class S, Class R and Class LR Certificates (together with
the Class A-4 Certificates, the "Certificates"; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to
herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-4
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-4 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-4
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-4 Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-6
FORM OF CLASS A-1A GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-1A
Class A-1A Pass-Through Rate: Variable CUSIP: 126513XAF9
ISIN: US12513XAF96
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-1A Certificates: $308,000,000 this Certificate: $308,000,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-1A-1
January 15, 2011
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-1A Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-1A Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-1A
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-1A Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-1A
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-1A Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-7
FORM OF CLASS A-1B GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
THIS CLASS A-1B CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-1B
Class A-1B Pass-Through Rate: Variable CUSIP: 12513XBE1
ISIN: US12513XBE13
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class A-1B Certificates: $518,636,000 [$500,000,000] [$18,636,000]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-1B-[ ]
January 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-1B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-1B Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-1B
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-1B Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-1B
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-1B Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Office
EXHIBIT A-8
FORM OF CLASS X
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THE HOLDERS OF THIS CLASS X CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS
OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X CERTIFICATES AND WILL NOT BE
ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF
THE CLASS X CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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, AND CERTAIN OTHER ASSETS.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS X
Class X Pass-Through Rate: Variable CUSIP:
[12513XAN2](2) [U1252RAA8]
ISIN:
[US12513XAN21](2) [USU1252RAA87]
Initial Notional Balance of this
Original Aggregate Notional Balance of Certificate: [$500,000,000]
the Class X Certificates: $3,059,345,770 [$59,345,770]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: X-[ ]
N/A
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class X Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class X Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 X Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums,
Yield Maintenance Charges and the Yorktowne Plaza Yield Maintenance Amount as
provided in the Pooling and Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class X Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class X Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class X Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class X
Schedule A
Remaining Notional
Notional Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-9
FORM OF CLASS A-M GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-M
Class A-J Pass-Through Rate: Variable CUSIP: 12513XAG7
ISIN: US12513XAG79
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-M Certificates: $305,934,000 this Certificate: $305,934,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-M-1
January 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-M Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-M Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-M
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-M
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-M Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-10
FORM OF CLASS A-J GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS A-J
Class A-J Pass-Through Rate: Variable CUSIP: 12513XAH5
ISIN: US12513XAH52
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class A-J Certificates: $217,979,000 this Certificate: $217,979,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: A-J-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-J Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
A-J Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 A-J
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class A-J Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class A-J
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class A-J Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-11
FORM OF CLASS B GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS B
Class B Pass-Through Rate: Variable CUSIP: 12513XAJ1
ISIN: US12513XAJ19
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class B Certificates: $22,945,000 this Certificate: $22,945,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: B-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3, Class
VPM-4, Class S, Class R and Class LR Certificates (together with the Class B
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 B
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class B Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class B Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-12
FORM OF CLASS C GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS C
Class C Pass-Through Rate: Variable CUSIP: 12513XAK8
ISIN: US12513XAK81
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class C Certificates: $34,417,000 this Certificate: $34,417,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: C-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class C Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 C
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class C Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class C Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-13
FORM OF CLASS D GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS D
Class D Pass-Through Rate: Variable CUSIP: 12513XAL6
ISIN: US12513XAL64
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class D Certificates: $38,242,000 this Certificate: $38,242,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: D-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class D Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 D
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class D Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class D Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-14
FORM OF CLASS E GLOBAL CERTIFICATE
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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS E
Class D Pass-Through Rate: Variable CUSIP: 12513XAM4
ISIN: US12513XAM48
Original Aggregate Certificate Balance of Initial Certificate Balance of
the Class D Certificates: $49,714,000 this Certificate: $49,714,000
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: E-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class E Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 D
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class E Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class E Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class E Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-15
FORM OF CLASS F
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS F CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS F
Class F Pass-Through Rate: Variable CUSIP:
[12513XAP7](2) [U1252RAB6](1)
ISIN:
[US12513XAP78](2)
[USU1252RAB60](1)
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class F Certificates: $42,066,000 [$__________](2) [$0](1)
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: F-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class F Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 F
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class F Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class F Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class F
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-16
FORM OF CLASS G
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS G CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS G
Class G Pass-Through Rate: Variable CUSIP:
[12513XAQ5](2) [U1252RAC4]
ISIN:
[US12513XAQ51](2) [USU1252RAC44]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class G Certificates: $38,242,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: G-1
February 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class G Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class G Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 G
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class G Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class G Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class G Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class G
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-17
FORM OF CLASS H
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS H CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS H
Class H Pass-Through Rate: Variable CUSIP:
[12513XAR3](2) [U1252RAD2]
ISIN:
[US12513XAR35](2) [USU1252RAD27]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate: [__________]2
the Class H Certificates: $34,418,000 [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: H-1
March 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class H Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class H Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 H
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class H Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class H Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class H Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class H
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-18
FORM OF CLASS J
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS J CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS J
Class J Pass-Through Rate: Variable CUSIP:
[12513XAS1](2) [U1252RAE0]
ISIN:
[US12513XAS18](2) [USU1252RAE00]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate: [$_________]2
the Class J Certificates: $34,418,000 [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: J-1
March 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class J Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class J Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 J
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class J Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee Administrator has caused this Class
J Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class J Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class J
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-19
FORM OF CLASS K
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS K CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS K
Class K Pass-Through Rate: Variable CUSIP:
[12513XAT9](2) [U1252RAF7]
ISIN:
[US12513XAT90](2) [USU1252RAF74]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class K Certificates: $15,296,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: K-1
March 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class K Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class K Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty (the "Wachovia Servicer" and
collectively with the Midland Servicer the "Servicers"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and Paying Agent. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 K
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class K Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class ECertificates is reduced to zero,
the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class K Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class K Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class K
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-20
FORM OF CLASS L
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS L CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS L
Class L Pass-Through Rate: Variable CUSIP:
[12513XAU6](2) [U1252RAG5]
ISIN:
[US12513XAU63](2) [USU1252RAG57]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class L Certificates: $11,473,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: L-1
March 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class L Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class L Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in September 2005 (each such date, a "Distribution 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 L Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class L Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class L Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class L Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class L
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-21
FORM OF CLASS M
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS M CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS M
Class M Pass-Through Rate: Variable CUSIP:
[12513XAV4](2) [U1252RAH3]
ISIN:
[US12513XAV47](2) [USU1252RAH31]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate: [$_________]2
the Class M Certificates: $11,472,000 [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: M-1
June 15, 2017
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class M Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class M Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 M
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class M Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class M Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class M
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-22
FORM OF CLASS N
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS N CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS N
Class N Pass-Through Rate: Variable CUSIP:
[12513XAW2](2) [U1252RAJ9]
ISIN:
[US12513XAW20](2) [USU1252RAJ96]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class N Certificates: $7,649,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: N-1
June 15, 2017
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class N Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class N Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 N
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class N Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required
to be distributed on any Certificate, without the consent
of the Holders of Certificates representing all of the
Percentage Interests of the Class or Classes affected
thereby, or which are required to be distributed to any
Serviced Companion Loan Noteholders without the consent of
such Serviced Companion Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class N Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class N Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class N
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-23
FORM OF CLASS O
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS O CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS O
Class O Pass-Through Rate: Variable CUSIP:
[12513XAX0](2) [U1252RAK6]
ISIN:
[US12513XAX03](2) [USU1252RAK69]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class O Certificates: $7,648,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: O-1
June 15, 2017
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class O Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class O Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 O
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class O Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class O Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class O Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class O
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-24
FORM OF CLASS P
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS P CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS P
Class P Pass-Through Rate: Variable CUSIP:
[12513XAY8](2) [U1252RAL4]
ISIN:
[US12513XAY85](2) [USU1252RAL43]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class P Certificates: $7,648,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: P-1
January 15, 2018
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class P Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class P Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 P
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class P Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class P Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class P Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class P
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-25
FORM OF CLASS Q
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS P CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH
CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE
EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS' CERTIFICATES OR
AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
THE SERVICERS, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE"
(EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 AND 407 OF ERISA, AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF
PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS Q
Class Q Pass-Through Rate: Variable CUSIP:
[12513XAZ5](2) [U1252RAM2]
ISIN:
[US12513XAZ50](2)[USU1252RAM26]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class Q Certificates: $38,242,770 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: Q-1
January 15, 2024
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class Q Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class S, Class R and Class LR Certificates (together with
the Class Q Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 P
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class Q Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class Q Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class Q Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class Q
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-26
FORM OF CLASS VPM-1
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS VPM-1 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS VPM-1
Class VPM-1 Pass-Through Rate: Variable CUSIP:
[12513XBA9](2) [U1252RAN0]
ISIN:
[US12513XBA90](2)[USU1252RAN09]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class VPM-1 Certificates: $10,300,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: VPM-1-1
October 15, 2010
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class VPM-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class VPM-2, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
VPM-1 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee makes any representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans has executed this Certificate in its limited capacity as
Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 VPM-l
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class VPM-1 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee 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
maintaining such funds in trust and of contacting such Certificateholders shall
be paid out of such funds. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Trustee all amounts distributable to the Holders thereof, and
the Trustee shall thereafter hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Trustee under the Pooling and
Servicing Agreement and the transfer of such amounts to a successor trustee and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Trustee may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of the Servicer or
the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise its
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
its option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicer as of a
date not more than 30 days prior to the last day of the
month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicer as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X Certificates and the Class VPM Certificates, for all of
the Mortgage Loans and each REO Property (or the Trust Fund's beneficial
interest in a Mortgaged Property acquired with respect to a Non-Serviced
Mortgage Loan) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) and Section 9.01(g) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class VPM-1
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class VPM-1 Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class VPM-1
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-27
FORM OF CLASS VPM-2
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS VPM-2 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS VPM-2
Class VPM-2 Pass-Through Rate: Variable CUSIP:
[12513XBB7](2) [U1252RAP5]
ISIN:
[US12513XBB73](2)[USU1252RAP56]
Original Aggregate Certificate Balance Initial Certificate Balance of
of the Class VPM-2 Certificates: $18,200,000 this Certificate:
[$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: VPM-2-1
October 15, 2010
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class VPM-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-3,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
VPM-2 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Neither the Trustee makes any representation or warranty as to any
of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans has executed this Certificate in its limited
capacity as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 VPM-2
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class VPM-2 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee 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
maintaining such funds in trust and of contacting such Certificateholders shall
be paid out of such funds. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Trustee all amounts distributable to the Holders thereof, and
the Trustee shall thereafter hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Trustee under the Pooling and
Servicing Agreement and the transfer of such amounts to a successor trustee and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Trustee may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them
shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of the Servicer or
the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicer, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise its
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
its option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicer any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicer as of a
date not more than 30 days prior to the last day of the
month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicer as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X Certificates and the Class VPM Certificates, for all of
the Mortgage Loans and each REO Property (or the Trust Fund's beneficial
interest in a Mortgaged Property acquired with respect to a Non-Serviced
Mortgage Loan) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) and Section 9.01(g) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class VPM-2
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class VPM-2 Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class VPM-2
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-28
FORM OF CLASS VPM-3
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS VPM-3 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
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(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS VPM-3
Class VPM-3 Pass-Through Rate: Variable CUSIP:
[12513XBC5](2) [U1252RAQ3]
ISIN:
[US12513XBC56](2)[USU1252RAQ30]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class VPM-3 Certificates: $2,700,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: VPM-3-1
October 15, 2010
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class VPM-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2,
Class VPM-4, Class S, Class R and Class LR Certificates (together with the Class
VPM-3 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Neither the Trustee makes any representation or warranty as to any
of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans has executed this Certificate in its limited
capacity as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 VPM-3
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class VPM-3 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee 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
maintaining such funds in trust and of contacting such Certificateholders shall
be paid out of such funds. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Trustee all amounts distributable to the Holders thereof, and
the Trustee shall thereafter hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Trustee under the Pooling and
Servicing Agreement and the transfer of such amounts to a successor trustee and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Trustee may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Services, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them
shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of the Servicer or
the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise its
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
its option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicer any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicer as of a
date not more than 30 days prior to the last day of the
month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicer as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X Certificates and the Class VPM Certificates, for all of
the Mortgage Loans and each REO Property (or the Trust Fund's beneficial
interest in a Mortgaged Property acquired with respect to a Non-Serviced
Mortgage Loan) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) and Section 9.01(g) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class VPM-3
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class VPM-3 Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class VPM-3
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-29
FORM OF CLASS VPM-4
[RULE 144A] [REG S] GLOBAL CERTIFICATE
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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
THEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CLASS VPM-4 CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER 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)
- ----------
(1) For Reg S Global Certificates only.
(2) For Rule 144A Global Certificates only.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS VPM-4
Class VPM-4 Pass-Through Rate: Variable CUSIP:
[12513XBD3](2) [U1252RAR1]
ISIN:
[US12513XBD30](2)[USU1252RAR13]
Initial Certificate Balance of
Original Aggregate Certificate Balance of this Certificate:
the Class VPM-4 Certificates: $18,800,000 [$_________](2) [$0]
First Distribution Date: April 17, 2006 Cut-off Date: The close of
business on the related due date
for each Mortgage Loan occurring
in March 2006
Scheduled Final Distribution Date: No.: VPM-4-1
October 15, 2016
This certifies that Cede & Co. is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class VPM-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and serviced by the Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2,
Class VPM-3, Class S, Class R and Class LR Certificates (together with the Class
VPM-4 Certificates, the "Certificates"; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
Neither the Trustee makes any representation or warranty as to any
of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans has executed this Certificate in its limited
capacity as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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 VPM-4
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.
During each Interest Accrual Period (as defined below), interest on
the Class VPM-4 Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance
hereof.
Interest accrued on this Certificate during an Interest Accrual
Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Pooling and Servicing Agreement. The "Interest Accrual
Period" means, with respect to any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period is assumed to consist of 30 days.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee 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
maintaining such funds in trust and of contacting such Certificateholders shall
be paid out of such funds. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Trustee all amounts distributable to the Holders thereof, and
the Trustee shall thereafter hold such amounts for the benefit of such Holders
until the earlier of (i) its termination as Trustee under the Pooling and
Servicing Agreement and the transfer of such amounts to a successor trustee and
(ii) the termination of the Trust Fund and distribution of such amounts to the
Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Trustee may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them
shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of the Servicer or
the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise its
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
its option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicer any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicer as of a
date not more than 30 days prior to the last day of the
month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicer as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X Certificates and the Class VPM Certificates, for all of
the Mortgage Loans and each REO Property (or the Trust Fund's beneficial
interest in a Mortgaged Property acquired with respect to a Non-Serviced
Mortgage Loan) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) and Section 9.01(g) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class VPM-4
Certificate to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class VPM-4 Certificates referred to in the
Pooling and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
Class VPM-4
Schedule A
Remaining Certificate
Certificate Balance Balance of this Notation
Date Exchanged or Transferred Certificate Made By
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EXHIBIT A-30
FORM OF CLASS S CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR AN AFFILIATE OF SUCH A
PERSON, AS DEFINED IN RULE 405 OF THE 1933 ACT, PURCHASING THE CERTIFICATES
BEING SOLD TO IT FOR ITS OWN ACCOUNT AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA 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.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS S
No.: S Percentage Interest: 100%
This certifies that [____________] is the registered owner of a
beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class S Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing properties and held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class
VPM-3, Class VPM-4, Class R and Class LR Certificates (together with the Class S
Certificates, the "Certificates"; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association with respect to the Mortgage Loans sold
to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively with the Midland Servicer the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Paying Agent.
To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
The Trustee makes any representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and the Trustee has executed this Certificate in its
limited capacity as Trustee under the Pooling and Servicing Agreement.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other
than the final distribution on any Certificate), on the tenth day of each month,
or if such day is not a Business Day, the Business Day immediately following
such day, commencing in April 2006 (each such date, a "Distribution 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
Excess Interest then distributable, if any, allocable to the Class S
Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination
Date has been given pursuant to the Pooling and Servicing Agreement shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee 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
maintaining such funds in trust and of contacting such Certificateholders shall
be paid out of such funds. If within two years after the second notice any
Certificates shall not have been surrendered for cancellation, the Paying Agent
shall pay to the Trustee all amounts distributable to the Holders thereof, and
the Bond Trustee shall thereafter hold such amounts for the benefit of such
Holders until the earlier of (i) its termination as Trustee under the Pooling
and Servicing Agreement and the transfer of such amounts to a successor trustee
and (ii) the termination of the Trust Fund and distribution of such amounts to
the Residual Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Such funds held by the Trustee may be
invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.
This Certificate is limited in right of payment to Excess Interest,
as more specifically set forth herein and in the Pooling and Servicing
Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the Collection Account attributable to the Mortgage Loans as
identified on the Trust Ledger, the Serviced Whole Loan Collection Accounts (to
the extent of the Trust Fund's interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein), the Distribution
Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust
Fund's interest therein and specifically excluding any interest of any Serviced
Companion Loan Noteholder therein), the Interest Reserve Account, any REO
Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Balance. Such Certificates shall
be delivered by the Certificate Registrar in accordance with Article V of the
Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates or any class of
Serviced Companion Loan Securities by each Rating Agency; and (iv) to amend or
supplement a provision, or to supplement any other provisions to the extent not
inconsistent with the provisions of the Pooling and Servicing Agreement, or any
other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in writing by an Opinion of Counsel or, if
solely affecting any Certificateholder or Serviced Companion Loan Noteholder,
confirmation in writing from each Rating Agency then rating any Certificates or
Serviced Companion Loan Securities that such amendment will not result in a
qualification, withdrawal or downgrading of the then-current ratings assigned to
the Certificates or any Serviced Companion Loan Securities, as applicable. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the Servicer, the Special
Servicer and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of the Servicer or
the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise its
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicer as of a
date not more than 30 days prior to the last day of the
month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X Certificates and the Class VPM Certificates, for all of
the Mortgage Loans and each REO Property (or the Trust Fund's beneficial
interest in a Mortgaged Property acquired with respect to a Non-Serviced
Mortgage Loan) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) and Section 9.01(g) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class S Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class S Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agenet
By:____________________________________
Authorized Signatory
EXHIBIT A-31
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, 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 CODE. A TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION
5.02(l) 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 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, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS
TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE.
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. IF THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST",
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), 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
PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE
TRANSFEREE AS PROVIDED IN REGULATIONS.
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED
TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER REMIC AND TO THE
APPOINTMENT OF THE TRUSTEE AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS
PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO
PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF
CHAPTER 63 OF SUBTITLE F OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN THE CASE OF THE PRIVATE REGULAR
CERTIFICATES, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF
THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED) OR AN AFFILIATE OF SUCH A PERSON, AS DEFINED IN RULE 405 OF
THE 1933 ACT, PURCHASING THE CERTIFICATES BEING SOLD TO IT FOR ITS OWN ACCOUNT
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL
BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND
SERVICING AGREEMENT TO SUCH EFFECT.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
CD 2006-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS R
No.: R-1 Percentage Interest: 100%
This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Certificate in the Trust Fund. The Class R
Certificateholder is not entitled to interest or principal distributions. The
Class R Certificateholder will be entitled to receive the proceeds of the
remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled
Distribution Date for the Certificates, after distributions in respect of any
accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the
Certificates to zero. It is not anticipated that there will be any assets
remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled
Distribution Date following the distributions on the Regular Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing
properties and held in trust by the Trustee and serviced by the applicable
Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. Also issued under the Pooling and Servicing Agreement are the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class
X, ClassA-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class VPM-1, Class VPM-2, Class VPM-3, Class VPM-4, Class S and Class LR
Certificates (together with the Class R Certificates, the "Certificates"; the
Holders of Certificates issued under the Pooling and Servicing Agreement are
collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association, as Servicer with respect to the
Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty Corp.
(the "Wachovia Servicer" and collectively with the Midland Servicer the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer")
and Paying Agent. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class R Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A.
not in its individual capacity but
solely as Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class R Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT A-32
FORM OF CLASS LR CERTIFICATE
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE ORIGINATOR, THE SERVICERS, THE SPECIAL SERVICER, THE TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A "RESIDUAL INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT
CONDUITS" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE CODE. A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) 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 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, (C) IT HAS
HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. 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. IF THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST", AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), 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 PAY A SPECIFIED AMOUNT TO THE
PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN
REGULATIONS.
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED
TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER REMIC AND THE VILLAS
PARKMERCED LOAN REMIC AND TO THE APPOINTMENT OF THE TRUSTEE AS ATTORNEY-IN-FACT
AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND
SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR
PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE OR FOREIGN
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
1933 ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A ("QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A PERSON
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE 1933 ACT, (4) IN THE CASE OF THE PRIVATE REGULAR
CERTIFICATES, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S OR (5) TO A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF
THE ISSUER (WITHIN THE MEANING OF RULE 3a-7 UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED) OR AN AFFILIATE OF SUCH A PERSON, AS DEFINED IN RULE 405 OF
THE 1933 ACT, PURCHASING THE CERTIFICATES BEING SOLD TO IT FOR ITS OWN ACCOUNT
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), 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 OTHER PLAN 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 COLLECTIVE INVESTMENT
FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL
BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND
SERVICING AGREEMENT TO SUCH EFFECT.
ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES
HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICERS
AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.
CD 2005-CD2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, CLASS LR
No.: LR-1 Percentage Interest: 100%
This certifies that [_______] is the registered owner of the
Percentage Interest evidenced by this Certificate in the Trust Fund. The Class
LR Certificateholder is not entitled to interest or principal distributions. The
Class LR Certificateholder will be entitled to receive the proceeds of the
remaining assets of the Lower-Tier REMIC, if any, on the Final Scheduled
Distribution Date for the Certificates, after distributions in respect of any
accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the
Lower-Tier Regular Interests to zero. It is not anticipated that there will be
any assets remaining in the Lower-Tier REMIC or Trust Fund on the Final
Scheduled Distribution Date following the distributions on the Lower-Tier
Regular Interests. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing properties and held in trust by the Trustee
and serviced by the applicable Servicer. The Holder of this Certificate, by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P Class Q, Class VPM-1, Class VPM-2,
Class VPM-3, Class VPM-4, Class S and Class R Certificates (together with the
Class LR Certificates, the "Certificates"; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as
"Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as servicer
with respect to all of the Mortgage Loans other than the mortgage loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Midland Servicer")
and Wachovia Bank, National Association as Servicer with respect to the Mortgage
Loans sold to the Depositor by Citigroup Global Markets Realty Corp. (the
"Wachovia Servicer" and collectively with the Midland Servicer the "Servicers"),
LNR Partners, Inc., as special servicer (the "Special Servicer") and Wells Fargo
Bank, N.A., as Trustee and Paying Agent. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.
The Trustee 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 and has executed this Certificate in its limited capacity
as Trustee under the Pooling and Servicing Agreement.
All distributions (other than the final distribution on any
Certificate) will be made by the Paying Agent to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be the close of business on the last day of the calendar month preceding
the month in which such Distribution Date occurs or, if such day is not a
Business Day, the preceding Business Day; provided, however, that with respect
to the Distribution Date occurring in April 2006, the Record Date will be the
Closing Date. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor provided that such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee or
its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final
distribution.
Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall, on such
date, be set aside and held in trust for the benefit of the appropriate
non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, 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 Trustee 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. If within two years after
the second notice any such Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Trustee all amounts
distributable to the Holders thereof, and the Trustee shall thereafter hold such
amounts for the benefit of such Holders until the earlier of (i) its termination
as Trustee under the Pooling and Servicing Agreement and the transfer of such
amounts to a successor trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with the Pooling and Servicing Agreement.
Such funds held by the Trustee may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its
benefit.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the Trust Fund
includes (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent
of the Trust Fund's interest therein); (iv) all revenues received in respect of
any REO Property (to the extent of the Trust Fund's interest therein); (v) any
Assignments of Leases, Rents and Profits and any security agreements (to the
extent of the Trust Fund's interest therein); (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans (to the extent of the Trust
Fund's interest therein); (vii) all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent
of the Trust Fund's interest therein), (viii) Loss of Value Reserve Fund amounts
on deposit in the applicable Collection Account attributable to the Mortgage
Loans as identified on the Trust Ledger, the Serviced Whole Loan Collection
Accounts (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein), the
Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of
the Trust Fund's interest therein and specifically excluding any interest of any
Serviced Companion Loan Noteholder therein), the Interest Reserve Account, any
REO Account (to the extent of the Trust Fund's interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein),
including any reinvestment income, as applicable; (ix) any environmental
indemnity agreements relating to the Mortgaged Properties; (x) all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xii) the Villas
Parkmerced Loan REMIC Regular Interests; (xiii) the Lower-Tier Regular
Interests; and (xiv) 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 Borrower). As provided in the Pooling and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced
hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, this Certificate is transferable or
exchangeable only upon surrender of this Certificate to the Certificate
Registrar at its offices together with an assignment and transfer (executed by
the Holder or his duly authorized attorney), subject to the requirements in
Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements
Article V of the Pooling and Servicing Agreement, the Trustee shall execute and
the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate denomination as the Certificate being
surrendered. Such Certificates shall be delivered by the Certificate Registrar
in accordance with Article V of the Pooling and Servicing Agreement.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Servicers, the Special Servicer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicers, the Special Servicer,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of
them shall be affected by notice or knowledge to the contrary.
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(h) of that Agreement. 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 in 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.
The Pooling and Servicing Agreement or any Custodial Agreement may
be amended at any time by the Depositor, the Servicers, the Special Servicer and
the Trustee without the consent of any of the Certificateholders or the Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error;
(ii) to cause the provisions herein to conform or be consistent with or in
furtherance of the statements made in the Prospectus or the Private Placement
Memorandum, in each case, with respect to the Certificates, the Trust or the
Pooling and Servicing Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other
provisions herein or therein; (iii) to amend any provision of the Pooling and
Servicing Agreement to the extent necessary or desirable to maintain the rating
or ratings assigned to each of the Classes of Certificates by each Rating
Agency; and (iv) to amend or supplement a provision, or to supplement any other
provisions to the extent not inconsistent with the provisions of the Pooling and
Servicing Agreement, or any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of
Counsel or, if solely affecting any Certificateholder or Serviced Companion Loan
Noteholder, confirmation in writing from each Rating Agency then rating any
Certificates that such amendment will not result in a qualification, withdrawal
or downgrading of the then-current ratings assigned to the Certificates. In no
event shall any such amendment cause the Villas Parkmerced Loan REMIC, the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust.
The Pooling and Servicing Agreement or any Custodial Agreement may
also be amended from time to time by the Depositor, the applicable Servicer, the
Special Servicer and the Trustee with the prior written consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected thereby (including without limitation the
Holders of the Class VPM Certificates, if affected thereby) and each Serviced
Companion Loan Noteholder 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 modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided,
however, that no such amendment may:
(i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to
be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby, or which
are required to be distributed to any Serviced Companion Loan
Noteholders without the consent of such Serviced Companion
Loan Noteholders;
(ii) change the percentages of Voting Rights of Holders of
Certificates which are required to consent to any action or
inaction under the Pooling and Servicing Agreement;
(iii) alter the Servicing Standard or obligations of either Servicer
or the Trustee to make a P&I Advance or a Property Advance,
without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or
Classes affected thereby; or
(iv) amend any section of the Pooling and Servicing Agreement which
relates to the amendment of the Pooling and Servicing
Agreement without the consent of the Holders of all
Certificates representing all of the Percentage Interests of
the Class or Classes affected thereby (including without
limitation the holders of the Class VPM Certificates, if
affected thereby) and the consent of any affected Serviced
Companion Loan Noteholders.
Further, the Depositor, the Servicers, the Special Servicer and the
Trustee, at any time and from time to time, without the consent of the
Certificateholders or, if applicable, the Serviced Companion Loan Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Villas Parkmerced Loan REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
Grantor Trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided, that
such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or, if applicable, any
Serviced Companion Loan Noteholder.
The Certificateholder owning a majority of the Percentage Interests
in the Controlling Class and, if no such Certificateholder exercises such
option, the Midland Servicer, and if the Midland Servicer does not exercise such
option, the Wachovia Servicer, and if the Wachovia Servicer does not exercise
such option, the Special Servicer, may effect an early termination of the Trust
Fund, upon not less than 30 days' prior Notice of Termination given to the
Trustee, the Special Servicer and the Servicers any time on or after the Early
Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date)
specifying the Anticipated Termination Date, by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust's interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the greater of:
(i) the sum of
(A) 100% of the Stated Principal Balance of each Mortgage
Loan included in the Trust Fund as of the last day of
the month preceding such Anticipated Termination Date
(less any P&I Advances previously made on account of
principal);
(B) the fair market value of all other property included in
the Trust Fund as of the last day of the month preceding
such Anticipated Termination Date, as determined by an
Independent appraiser acceptable to the Servicers as of
a date not more than 30 days prior to the last day of
the month preceding such Distribution Date;
(C) all unpaid interest accrued on the unpaid balance of
each Mortgage Loan (including any Mortgage Loan as to
which title to the related Mortgaged Property has been
acquired) at the Mortgage Rate to the last day of the
month preceding such Anticipated Termination Date (less
any P&I Advances previously made on account of
interest); and
(D) the aggregate amount of unreimbursed Advances, with
interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation,
Trustee Fees and Trust Fund expenses; and
(ii) the aggregate fair market value of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the
Trust Fund, on the last day of the month preceding such
Anticipated Termination Date, as determined by an Independent
appraiser acceptable to the Servicers as of a date not more
than 30 days prior to the last day of the month preceding such
Distribution Date, together with one month's interest thereon
at the Mortgage Rate.
In addition, the Pooling and Servicing Agreement provides that
following the date on which the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of its
Certificates (other than the Class S, Class R and Class LR Certificates),
including the Class X and the Class VPM Certificates, for all of the Mortgage
Loans and each REO Property (or the Trust Fund's beneficial interest in a
Mortgaged Property acquired with respect to a Non-Serviced Mortgage Loan)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
and Section 9.01(g) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.
All costs and expenses incurred by any and all parties to the
Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Trustee shall be entitled
to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.
The respective obligations and responsibilities of the applicable
Servicer, the Special Servicer, the Depositor and the Trustee created by the
Pooling and Servicing Agreement with respect to the Certificates (other than the
obligations of the Trustee to make certain payments and to send certain notices
to Certificateholders as thereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion
Loan Noteholders of all amounts held by or on behalf of the Trustee and
applicable Servicer, as the case may be, required under the Pooling and
Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held
by the Trust Fund in accordance with Section 9.01(c) of the Pooling and
Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and
Servicing Agreement of the last asset held by the Trust Fund; provided, however,
that in no event shall 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 Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.
Unless the Certificate of Authentication on this Certificate has
been executed by the Trustee or on its behalf 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.
IN WITNESS WHEREOF, the Trustee has caused this Class LR Certificate
to be duly executed.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., N.A., not in
its individual capacity but solely as
Trustee
By:____________________________________
Authorized Signatory
Certificate of Authentication
-----------------------------
This is one of the Class LR Certificates referred to in the Pooling
and Servicing Agreement.
Dated: March 14, 2006
WELLS FARGO BANK, N.A., not in its
individual capacity but solely as
Authenticating Agent
By:____________________________________
Authorized Signatory
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE
Mortgage
Loan
ID Seller (1) City State Zip Code
- ------ ---------- ----------------------- ----------- -----------
1 GACC San Francisco CA 94132
2 GACC Dallas TX 75240
3 GACC Orlando FL 32801
4 GACC Philadelphia PA 19103
5 CGM Spokane WA 99201
6 GACC Woodbury MN 55125
7 CGM Various PA Various
7.1 CGM Harrisburg PA 17112
7.2 CGM Harrisburg PA 17110
7.3 CGM Mechanicsburg PA 17055
7.4 CGM Harrisburg PA 17112
GACC Various Various Various
8 GACC Phoenix AZ 85012
9 GACC Germantown TN 38138
10 PNC Hollywood CA 90028
11 GACC Anaheim CA 92806
12 CGM Cherry Hill NJ 08003
13 CGM East Hartford CT 06108
14 CGM Rockville MD 20850
15 GACC Brisbane CA 94005
15.1 GACC Brisbane CA 94005
15.2 GACC Brisbane CA 94005
16 PNC Bloomingdale IL 60108
17 CGM New York NY 10023
18 PNC Austin TX 78727
19 CGM Phoenix AZ 85021
GACC Memphis TN 38134
20 GACC Memphis TN 38134
21 GACC Memphis TN 38134
22 GACC Memphis TN 38134
23 GACC Memphis TN 38134
24 GACC Memphis TN 38134
25 CGM San Diego CA 92121
26 GACC Albuquerque NM 87114
CGM Various Various Various
27 CGM Auburn WA 98002
28 CGM Vancouver WA 98684
29 CGM Tukwila WA 98168
30 CGM Roseburg OR 97470
31 GACC Springfield MA 01129
32 CGM Saint Louis MO 63117
33 GACC Various TN Various
33.1 GACC Madison TN 37115
33.2 GACC Nashville TN 37214
34 CGM West Lafayette IN 47906
35 PNC Warren MI 48092
36 GACC Various TX Various
36.1 GACC Rockwall TX 75087
36.2 GACC Mesquite TX 75150
37 PNC Chula Vista CA 91910
38 CGM Wappingers Falls NY 12590
39 GACC Greensboro NC 27407
40 PNC Plano TX 75093
41 GACC Virginia Beach VA 23464
42 CGM San Jose CA 95122
43 CGM Pittsburgh PA 15205
44 CGM Tallahassee FL 32312
45 CGM Austell GA 30106
46 CGM Fort Lauderdale FL 33309
46.1 CGM Fort Lauderdale FL 33309
46.2 CGM Fort Lauderdale FL 33309
47 GACC Smyrna GA 30080
48 GACC Alpharetta GA 30022
48.1 GACC Alpharetta GA 30022
48.2 GACC Alpharetta GA 30022
49 PNC Detroit MI 48226
50 CGM Austin TX 78750
51 GACC Dix Hills NY 11731
52 CGM Rochester Hills MI 48307
53 CGM Bowie MD 20716
GACC Various SC Various
54 GACC Greenville SC 29607
55 GACC Greenville SC 29615
56 GACC Anderson SC 29625
57 GACC Anderson SC 29621
58 GACC Hawthorne CA 90250
59 GACC New York NY 10010
60 PNC Memphis TN 38018
61 CGM San Antonio TX 78256
62 GACC Coppell TX 75019
63 GACC Coral Gables FL 33134
64 CGM Charlotte NC 28211
65 CGM Buena Park CA 90620
66 CGM Shelton CT 06484
67 GACC Henderson NV 89014
68 CGM Columbia SC 29204
69 CGM Various Various Various
69.1 CGM Fort Wayne IN 46804
69.2 CGM Fayetteville NC 28312
69.3 CGM Lafayette IN 47905
69.4 CGM Warsaw IN 46582
69.5 CGM Marion IN 46952
70 CGM Orlando FL 32837
71 GACC New York NY 10017
72 GACC Durham NC 27707
73 CGM Ames IA 50010
74 CGM New York NY 10003
75 CGM Colonial Heights VA 23834
76 CGM Aston Township PA 19014
77 CGM Chelmsford MA 01824
78 GACC Charlotte NC 28217
79 CGM Westminster MD 21158
80 CGM Southaven MS 38671
81 CGM Sunnyvale CA 94087
82 CGM New Berlin WI 53151
83 CGM Houston TX 77080
84 GACC Roswell GA 30076
85 GACC Chantilly VA 20151
86 CGM Boynton Beach FL 33437
87 CGM Glendale AZ 85306
88 PNC Tampa FL 33615
89 CGM Bradenton FL 34207
90 PNC Erlanger KY 41018
91 GACC Various TX Various
91.1 GACC Allen TX 75013
91.2 GACC Dallas TX 75220
92 PNC Erlanger KY 41018
93 PNC Ontario CA 91761
94 CGM Monroeville PA 15146
95 CGM Clayton MO 63105
96 PNC Lincolnshire IL 60069
97 GACC Winston-Salem NC 27104
98 PNC Glenview IL 60026
99 GACC Newport Beach CA 92660
100 CGM Martinez CA 94553
101 CGM Haltom City TX 76137
102 CGM South Strabane Township PA 15301
103 PNC Auburn Hills MI 48326
104 CGM Huntington NY 11743
105 CGM New Albany OH 43054
106 PNC Chantilly VA 20151
107 CGM Lakeland FL 33809
108 CGM San Diego CA 92154
109 CGM Newport News VA 23602
110 CGM Hemet CA 92543
111 CGM San Rafael CA 94901
112 CGM Richmond VA 23230
113 CGM Terre Haute IN 47802
114 CGM Various CA Various
114.11 CGM Cathedral City CA 92234
114.22 CGM Palm Desert CA 92211
115 CGM Windham NH 03087
116 PNC Brookfield WI 53005
117 GACC Fairfield OH 45014
118 CGM Lewisville NC 27023
119 CGM Daytona Beach FL 32118
120 CGM Chesapeake VA 23320
121 PNC East Orange NJ 07017
122 GACC Wilmington DE 19803
123 CGM Canoga Park CA 91303
124 GACC Chelmsford MA 01824
125 CGM Henderson NV 89015
126 CGM Littleton NH 03561
127 CGM Boston MA 02108
128 CGM Boston MA 02215
129 PNC Belleville NJ 07109
130 GACC Greenville NC 27834
131 GACC Phoenix AZ 85029
132 PNC Alexandria VA 22314
133 CGM Corona CA 92879
134 CGM Birmingham AL 35209
135 CGM Poughkeepsie NY 12601
136 CGM Lake Zurich IL 60047
137 CGM Menomonee Falls WI 53051
138 GACC Stafford VA 22554
139 CGM Lebanon NJ 08833
140 PNC Savannah GA 31405
141 CGM Creve Coeur MO 63141
142 GACC Greenville NC 27858
143 CGM St. Charles IL 60174
144 CGM Manassas VA 20109
145 GACC Brooklyn NY 11203
146 PNC Cypress CA 90630
147 CGM Moon Township PA 15108
148 GACC New York NY 10016
149 CGM Wausau WI 54401
150 CGM Diamond Bar CA 91765
151 PNC North Brunswick NJ 08982
152 GACC Seattle WA 98125
153 CGM Englewood OH 45315
154 CGM Radford VA 24141
155 CGM Philadelphia PA 19145
156 PNC Lake Oswego OR 97035
157 CGM Whittier CA 90603
158 CGM Fresno CA 93702
159 PNC Newark DE 19711
160 CGM Grasonville MD 21638
161 CGM Daytona Beach FL 32118
162 CGM Leesburg VA 20176
163 CGM Miami Beach FL 33139
164 CGM Staunton VA 24401
165 PNC Tucson AZ 85706
166 CGM Seattle WA 98101
167 CGM Charleston SC 29407
168 GACC Beaver Creek OH 45324
169 CGM Syracuse NY 13212
170 CGM Charleston SC 29407
171 GACC Woods Cross UT 84047
172 CGM Delafield WI 53018
173 CGM Tell City IN 47586
174 CGM Durham NC 27713
175 GACC Las Vegas NV 89128
176 PNC Mountainside NJ 07092
177 GACC Inglewood CA 90304
178 CGM Manchester VT 05254
179 CGM Duluth GA 30096
180 CGM Darien CT 06820
181 CGM Chicago IL 60606
182 PNC Independence MO 64056
183 GACC West Covina CA 91790
184 CGM Fife WA 98424
185 CGM Puyallup WA 98373
186 GACC Mount Kisco NY 10549
187 PNC Mesa AZ 85207
188 GACC Napa CA 94559
189 CGM Grass Valley CA 95945
190 PNC Grand Forks ND 58201
191 GACC Paris TN 38242
192 GACC Brooklyn NY 11229
193 PNC Batavia OH 45103
194 PNC Toms River NJ 08753
195 PNC Columbus IN 47201
196 PNC Hagerstown MD 21742
197 CGM Charlottesville VA 22901
Cut-off
Interest Original Date
ID Address Rate Balance Balance
--- ------------------------------------------------------------- --------- ----------- --------
1 3711 19th Avenue 5.6480% 300,000,000 300,000,000
2 13331 Preston Road 5.7180% 125,000,000 125,000,000
3 200 South Orange Avenue 5.3360% 77,000,000 77,000,000
4 99 South 17th Street at Liberty Place 6.1570% 72,000,000 72,000,000
5 1330 North Washington Street 5.2150% 70,630,000 70,384,463
6 9000 Hudson Road 5.4500% 65,000,000 65,000,000
7 Various 5.3000% 61,000,000 61,000,000
7.1 6340, 6345, 6360, 6375, 6380, 6385, 6400 and 6405 Flank Drive 27,835,724 27,835,724
7.2 2605 Interstate Drive and 2601 Market Place 15,349,413 15,349,413
7.3 5070 A, 5070 B and 5035 Ritter Road 10,975,228 10,975,228
7.4 75, 85 and 95 Shannon Road 6,839,635 6,839,635
Various 5.7680% 60,640,000 60,640,000
8 411 East Indian School Road 5.7680% 38,500,000 38,500,000
9 7491 Wyndhurst Place 5.7680% 22,140,000 22,140,000
10 6255 Sunset Boulevard 5.2300% 55,000,000 55,000,000
11 1900 South State College Boulevard 5.6560% 52,000,000 52,000,000
12 101 Woodcrest Road 5.0859% 50,400,000 50,400,000
13 99-101 East River Drive 5.2900% 44,000,000 44,000,000
14 1801 & 1803 Research Boulevard 5.7800% 43,000,000 43,000,000
15 Various 5.7960% 39,625,000 39,625,000
15.1 7000 Marina Boulevard 24,450,000 24,450,000
15.2 5000 Marina Boulevard 15,175,000 15,175,000
16 140-166 S. Gary Avenue 5.6100% 39,000,000 39,000,000
17 2109 Broadway 5.2000% 38,000,000 38,000,000
18 5400 West Parmer Lane 5.2400% 33,100,000 33,100,000
19 2510-2512 West Dunlap Avenue 5.6700% 31,750,000 31,750,000
Various 5.5310% 31,000,000 31,000,000
20 1620, 1640, 1680 Century Center Parkway 5.5310% 14,600,000 14,600,000
21 1610 Century Center Parkway 5.5310% 4,900,000 4,900,000
22 1670 Century Center Parkway 5.5310% 4,400,000 4,400,000
23 1600 Century Center Parkway 5.5310% 3,600,000 3,600,000
24 1590 Century Center Parkway 5.5310% 3,500,000 3,500,000
25 9808 and 9868 Scranton Road 5.9000% 31,000,000 31,000,000
26 10600 Cibola Loop NW 5.1840% 30,700,000 30,700,000
Various 5.3000% 29,800,000 29,800,000
27 1702 Auburn Way North 5.3000% 8,800,000 8,800,000
28 13719 Southeast Mill Plain Boulevard 5.3000% 8,000,000 8,000,000
29 3725 South 144th Street 5.3000% 7,000,000 7,000,000
30 2553 Northwest Stewart Parkway 5.3000% 6,000,000 6,000,000
31 1655 Boston Road (US Route 20) 5.2800% 29,760,000 29,760,000
32 1034 South Brentwood Boulevard 5.3250% 28,700,000 28,700,000
33 Various 5.7300% 28,600,000 28,600,000
33.1 510 Heritage Drive 15,379,661 15,379,661
33.2 3555 Bell Road 13,220,339 13,220,339
34 2053 Willowbrook Drive 5.6900% 28,600,000 28,600,000
35 7500 Tank Avenue 5.1600% 27,000,000 26,845,171
36 Various 5.5000% 26,650,000 26,650,000
36.1 923 Yellow Jacket Lane 13,921,642 13,921,642
36.2 801 Interstate Highway 30 12,728,358 12,728,358
37 503-599 Telegraph Canyon Road 5.5000% 24,850,000 24,850,000
38 1357 Route 9 5.4000% 24,000,000 24,000,000
39 1521 Bridford Parkway 5.4970% 23,700,000 23,700,000
40 5900 Baywater Drive 5.5300% 22,475,000 22,475,000
41 1601 Hiawatha Drive 5.6290% 22,000,000 22,000,000
42 1824 Story Road 5.1880% 21,630,000 21,630,000
43 6511-6541 Steubenville Pike 4.9900% 21,000,000 21,000,000
44 2915 Sharer Road 5.3300% 21,000,000 21,000,000
45 2222 East-West Connector 5.2300% 20,750,000 20,750,000
46 Various 5.5350% 20,440,000 20,440,000
46.1 5300-5310 Northwest 33rd Avenue 11,406,592 11,406,592
46.2 2200 West Commercial Boulevard 9,033,408 9,033,408
47 5000 South Lincoln Trace Avenue 5.5840% 20,000,000 20,000,000
48 3005 Old Alabama Road 5.7450% 20,000,000 20,000,000
48.1 3005 Old Alabama Road 17,214,765 17,214,765
48.2 3005 Old Alabama Road 2,785,235 2,785,235
49 1900 St. Antonie St 5.5000% 20,000,000 19,962,738
50 13729 Research Boulevard 5.0000% 19,500,000 19,500,000
51 1914-1968 Jericho Turnpike 5.5900% 19,000,000 19,000,000
52 1701 East South Boulevard 5.5450% 19,000,000 19,000,000
53 4201 Northview Drive 5.1000% 17,825,000 17,825,000
Various 5.5280% 17,800,000 17,800,000
54 151 Century Drive 5.5280% 6,270,000 6,270,000
55 230 Pelham Road 5.5280% 4,660,000 4,660,000
56 200 Country Club Lane 5.5280% 4,400,000 4,400,000
57 201 Miracle Mile Drive 5.5280% 2,470,000 2,470,000
58 2831-2851-2909 West 120th Street 5.6300% 17,300,000 17,300,000
59 928 Broadway 5.5620% 17,000,000 17,000,000
60 8920 Walnut Grove Road 5.7800% 17,000,000 17,000,000
61 15651 Chase Hill Boulevard 5.2100% 16,850,000 16,850,000
62 1177 Beltline Road 5.7540% 16,600,000 16,600,000
63 150 Alhambra Circle 5.7170% 16,500,000 16,500,000
64 2100 & 2115 Rexford Road 5.4950% 16,200,000 16,200,000
65 5825 & 5955 Lincoln Avenue 5.2950% 15,750,000 15,750,000
66 2 Trap Falls Road 5.6100% 15,800,000 15,684,327
67 601-617 Mall Ring Circle 5.7470% 15,500,000 15,500,000
68 3400 Forest Drive 5.7800% 15,500,000 15,451,536
69 Various 5.9700% 14,830,000 14,743,407
69.1 5775 Coventry Lane 4,445,356 4,419,400
69.2 1957 Cedar Creek Road 3,570,860 3,550,010
69.3 31 Frontage Road 3,097,174 3,079,090
69.4 3328 East Center Street 2,040,491 2,028,577
69.5 1345 North Baldwin Avenue 1,676,118 1,666,331
70 12700 South Orange Blossom Trail 5.0700% 14,400,000 14,400,000
71 145-157 East 42nd Street 5.4070% 14,000,000 14,000,000
72 4655 Hope Valley Road 5.4970% 13,950,000 13,950,000
73 416-616 Billy Sunday Road 5.2700% 13,755,000 13,755,000
74 21 Astor Place 5.3500% 13,670,000 13,670,000
75 3107 Boulevard 5.6800% 13,215,000 13,215,000
76 3400 Concord Road 5.8900% 13,250,000 13,195,758
77 5 Omni Way 5.5150% 13,250,000 13,164,324
78 905 Pineville Point Avenue 5.4750% 13,000,000 13,000,000
79 444 WMC Drive 5.0000% 13,000,000 12,937,156
80 8786 North Creek Boulevard 5.4850% 12,720,000 12,720,000
81 760 East El Camino Real 5.6200% 12,529,000 12,529,000
82 3115 Fountain Square Boulevard 5.1300% 12,500,000 12,500,000
83 8520 Pitner Road 5.0150% 12,375,000 12,375,000
84 2300 Holcomb Bridge Road 5.7440% 12,000,000 12,000,000
85 5160 & 5180 Parkstone Drive 5.6150% 11,800,000 11,800,000
86 6056-6080 Boynton Beach Boulevard 5.1500% 11,500,000 11,500,000
87 5757 West Thunderbird Road 5.1700% 11,400,000 11,400,000
88 10005 West Hillsborough Avenue 5.5900% 11,400,000 11,400,000
89 613-900 Cortez Road West 5.2000% 11,000,000 11,000,000
90 3990 Olympic Boulevard 5.7300% 11,000,000 11,000,000
91 Various 5.9400% 10,600,000 10,581,064
91.1 500 West Bethany Drive 6,200,000 6,188,924
91.2 10003 West Technology Boulevard 4,400,000 4,392,140
92 2811 Circleport Drive 5.7300% 10,500,000 10,500,000
93 3300 E. Guasti Road 5.7000% 10,500,000 10,476,162
94 900 Macbeth Drive 5.3200% 10,400,000 10,400,000
95 8112 Maryland Avenue 5.2830% 10,300,000 10,300,000
96 100 Barclay Blvd 6.0600% 10,300,000 10,277,953
97 400 Magnolia Branch Drive 5.4970% 10,150,000 10,150,000
98 2600 Lehigh Ave 6.0600% 10,050,000 10,028,489
99 4100 MacArthur Boulevard 5.8100% 10,000,000 10,000,000
100 1125-1175 Arnold Drive 5.2200% 10,000,000 10,000,000
101 5600 North Beach Street 5.0450% 10,000,000 10,000,000
102 One Clubhouse Circle 5.1250% 10,000,000 10,000,000
103 3850 Hamlin Rd 5.4600% 10,000,000 10,000,000
104 1815-1819 East Jericho Turnpike 5.2400% 10,050,000 9,981,454
105 7277 Smith's Mill Road 5.5050% 9,600,000 9,600,000
106 4050 Westfax Drive 5.9200% 9,500,000 9,470,625
107 4212-4314 Highway 98 North 5.0050% 9,300,000 9,300,000
108 8851 Kerns Street 5.4000% 9,230,000 9,230,000
109 180 Regal Way 5.7900% 9,000,000 8,971,674
110 501-571 South San Jacinto Street 5.2700% 8,900,000 8,900,000
111 1033 Third Street 5.6000% 8,750,000 8,750,000
112 6600 West Broad Street 5.5800% 8,550,000 8,550,000
113 4650-4700 South US Highway 41 5.1000% 8,280,000 8,280,000
114 Various 5.2350% 8,250,000 8,250,000
114.1 36-405/411, 36-555 Bankside, 36605 Sunair 4,125,000 4,125,000
114.2 77-585 Enfield, 39-740, 39-750, 39-760, 39-770 Garand 4,125,000 4,125,000
115 Route 111- Indian Rock Road 5.4100% 8,250,000 8,222,344
116 13040 & 13100 W. Lisbon 5.6100% 8,100,000 8,100,000
117 5877 Ross Road 5.6950% 8,000,000 8,000,000
118 104-189 Lowes Foods Drive 5.5900% 7,950,000 7,950,000
119 2225 South Atlantic Avenue 5.5150% 8,000,000 7,949,950
120 1560 Crossways Boulevard 5.3300% 8,025,000 7,949,358
121 545 Park Avenue 5.8600% 7,800,000 7,789,485
122 5209 Concord Pike 5.5660% 7,800,000 7,781,899
123 22235 Sherman Way 5.7600% 7,738,000 7,713,714
124 300 Billerica Road 5.6890% 7,500,000 7,500,000
125 525 Harris Street 5.1900% 7,419,000 7,384,371
126 625 Meadow Street 5.5100% 7,400,000 7,367,457
127 44 Bromfield Street 5.4100% 7,350,000 7,350,000
128 1-9 Lansdowne Street, 145 Ipswich Street 5.6550% 7,350,000 7,318,545
129 125 Franklin St 5.5400% 7,290,000 7,255,499
130 2798, 2800, 2804, 2808, 2812, and 2816 Stantonsburg Road 5.4700% 7,250,000 7,250,000
131 2532 West Peoria Avenue 5.9600% 7,200,000 7,200,000
132 1240 & 1250 N. Pitt Street 5.6500% 7,049,000 7,049,000
133 135, 175, & 265 East Ontario Avenue 5.3100% 6,800,000 6,800,000
134 100 Green Springs Highway 5.4300% 6,800,000 6,777,290
135 837 South Road 5.2536% 6,823,000 6,754,436
136 1325 Ensell Road 5.6500% 6,595,000 6,573,866
137 N94 West 16855 Richfield Way 4.9890% 6,500,000 6,446,382
138 190 White Pine Circle 5.2600% 6,400,000 6,400,000
139 1392 US Highway 22 5.1300% 6,440,000 6,387,464
140 5400 Habersham Road 5.5700% 6,307,000 6,307,000
141 12601-12653 Olive Boulevard 5.3000% 6,250,000 6,250,000
142 2419-2473 County Home Road 5.5500% 6,200,000 6,185,574
143 215 5th Avenue 5.2600% 6,200,000 6,171,434
144 10640 Davidson Place 5.2543% 5,800,000 5,741,724
145 5002-5012 Church Avenue 5.6970% 5,750,000 5,736,939
146 10741 Walker Street 5.8600% 5,700,000 5,682,446
147 1132-1136 Thorn Run Road 5.2700% 5,650,000 5,650,000
148 425 Fifth Avenue 5.5700% 5,600,000 5,600,000
149 3300-3400 Rib Mountain Drive 5.3050% 5,500,000 5,473,128
150 3333 South Brea Canyon Road 5.1700% 5,400,000 5,400,000
151 1555 Livingston Avenue 5.5400% 5,350,000 5,324,680
152 3116 NE 130th Street 5.5500% 5,300,000 5,300,000
153 7700-7734 Hoke Road 5.4600% 5,300,000 5,300,000
154 1501 Tyler Avenue 5.4300% 5,300,000 5,250,200
155 2014-24 South Broad Street 5.3100% 5,240,000 5,210,818
156 6100 Southwest Meadows Road 6.0000% 5,200,000 5,184,095
157 15214 Whittier Boulevard 5.7700% 5,140,000 5,128,464
158 3136-3300 East Tulare Avenue 5.2690% 5,088,000 5,088,000
159 400 Wollaston Avenue 5.7700% 5,094,000 5,082,567
160 3101 Main Street 5.9800% 5,000,000 4,970,849
161 2001 South Atlantic Avenue 5.5150% 5,000,000 4,968,719
162 726 East Market Street 5.4300% 5,000,000 4,953,018
163 510 South Ocean Drive 5.5900% 4,800,000 4,779,206
164 1302 Richmond Avenue 5.4300% 4,800,000 4,754,898
165 6955 S. Tucson Blvd 6.1300% 4,750,000 4,739,948
166 1918-1922 1st Avenue 5.2900% 4,650,000 4,650,000
167 1551 Sam Rittenberg Boulevard 5.2600% 4,640,000 4,640,000
168 2907 Centre Drive 5.5320% 4,600,000 4,593,582
169 7282 William Barry Boulevard 5.8100% 4,600,000 4,585,699
170 1515 Ashley River Road 5.2600% 4,480,000 4,480,000
171 750 South 500 West 5.8970% 4,400,000 4,400,000
172 2726-2736 Hillside Drive 5.0250% 4,400,000 4,400,000
173 730 US Highway 66 East 5.1450% 4,400,000 4,369,436
174 6405 Fayetteville Road 5.2800% 4,261,500 4,261,500
175 2100, 2110, & 2120 North Rampart Boulevard 5.6400% 4,200,000 4,200,000
176 1229 Route 22 East 5.5400% 4,200,000 4,180,123
177 10000-10048 Hawthorne Boulevard 5.6760% 4,175,000 4,175,000
178 4757 Main Street 5.4400% 4,100,000 4,069,071
179 3502-3522 Satellite Boulevard 5.4800% 4,025,000 3,994,880
180 14-20 Grove Street 5.3300% 4,000,000 3,980,748
181 215 West Lake Street 5.3600% 3,900,000 3,900,000
182 17911-18011 E. 24 Highway 5.6900% 3,800,000 3,794,786
183 1705 West Garvey Avenue North 5.6000% 3,750,000 3,744,805
184 4716 Pacific Highway East 5.6300% 3,760,000 3,743,833
185 10409 Canyon Road East 5.1100% 3,800,000 3,715,134
186 77 Carpenter Avenue 5.2600% 3,600,000 3,591,216
187 2723-2733 N. Power Rd 5.7000% 3,500,000 3,495,203
188 1802 F Street 5.4600% 3,500,000 3,491,735
189 126 West Berryhill Drive 5.2400% 3,441,000 3,425,087
190 2401 & 2451 36th Ave South 5.7400% 3,250,000 3,242,670
191 1150 Mineral Wells Avenue 5.7700% 3,200,000 3,200,000
192 3165 Norstrand Avenue 5.3700% 3,000,000 2,995,740
193 4486 Timber Glen Drive 5.3300% 2,850,000 2,850,000
194 1929 Rt. 37 East 5.5400% 2,750,000 2,715,098
195 1455 N. National Rd 6.0400% 2,640,000 2,636,506
196 20014 Rosebank Way 7.0000% 2,470,000 2,465,462
197 1807 Emmet Street 5.4300% 2,300,000 2,278,389
Monthly CTL Tenant Interest
Maturity / ARD Payment Debt CTL CTL Corporate Credit Administrative Accrual ARD
ID Balance Date Service (3) Tenant Guarantor Rating (S/M) Fee Rate (2) Basis (Yes/No)
- ----- -------------- ------- ----------- ------ --------- ---------------- -------------- ---------- --------
1 300,000,000 1 1,431,611 N/A N/A N/A 0.0301% Actual/360 No
2 125,000,000 1 603,898 N/A N/A N/A 0.0301% Actual/360 No
3 77,000,000 1 347,149 N/A N/A N/A 0.0301% Actual/360 No
4 72,000,000 1 374,551 N/A N/A N/A 0.0301% Actual/360 No
5 58,467,359 11 388,492 N/A N/A N/A 0.0251% Actual/360 No
6 65,000,000 1 299,308 N/A N/A N/A 0.0301% Actual/360 No
7 55,453,318 11 338,736 N/A N/A N/A 0.0301% Actual/360 No
7.1 N/A N/A N/A
7.2 N/A N/A N/A
7.3 N/A N/A N/A
7.4 N/A N/A N/A
56,547,346 1 354,572 N/A N/A N/A 0.0301% Actual/360 No
8 35,901,597 1 225,116 N/A N/A N/A 0.0301% Actual/360 No
9 20,645,749 1 129,456 N/A N/A N/A 0.0301% Actual/360 No
10 50,895,648 1 303,031 N/A N/A N/A 0.0401% Actual/360 No
11 52,000,000 1 248,497 N/A N/A N/A 0.0301% Actual/360 No
12 46,539,410 11 273,209 N/A N/A N/A 0.0301% Actual/360 No
13 40,754,001 11 244,061 N/A N/A N/A 0.0301% Actual/360 Yes
14 39,493,219 11 238,862 N/A N/A N/A 0.0301% Actual/360 No
15 39,625,000 1 194,047 N/A N/A N/A 0.0301% Actual/360 No
15.1 N/A N/A N/A
15.2 N/A N/A N/A
16 34,960,983 1 224,137 N/A N/A N/A 0.0401% Actual/360 No
17 38,000,000 11 166,954 N/A N/A N/A 0.0301% Actual/360 No
18 29,447,474 1 182,574 N/A N/A N/A 0.0601% Actual/360 No
19 28,455,660 11 183,674 N/A N/A N/A 0.0501% Actual/360 No
27,744,849 1 176,618 N/A N/A N/A 0.0301% Actual/360 No
20 13,066,929 1 83,181 N/A N/A N/A 0.0301% Actual/360 No
21 4,385,476 1 27,917 N/A N/A N/A 0.0301% Actual/360 No
22 3,937,979 1 25,068 N/A N/A N/A 0.0301% Actual/360 No
23 3,221,982 1 20,510 N/A N/A N/A 0.0301% Actual/360 No
24 3,132,483 1 19,941 N/A N/A N/A 0.0301% Actual/360 No
25 26,574,199 11 183,872 N/A N/A N/A 0.0301% Actual/360 No
26 28,389,786 1 168,274 N/A N/A N/A 0.0301% Actual/360 No
26,545,223 11 165,481 N/A N/A N/A 0.0701% Actual/360 No
27 7,838,858 11 48,867 N/A N/A N/A 0.0701% Actual/360 No
28 7,126,234 11 44,424 N/A N/A N/A 0.0701% Actual/360 No
29 6,235,455 11 38,871 N/A N/A N/A 0.0701% Actual/360 No
30 5,344,676 11 33,318 N/A N/A N/A 0.0701% Actual/360 No
31 26,499,833 1 164,889 N/A N/A N/A 0.0301% Actual/360 No
32 28,700,000 11 129,125 N/A N/A N/A 0.0301% Actual/360 No
33 26,653,718 1 166,539 N/A N/A N/A 0.0301% Actual/360 No
33.1 N/A N/A N/A
33.2 N/A N/A N/A
34 25,679,446 11 165,813 N/A N/A N/A 0.0301% Actual/360 No
35 22,311,659 1 147,593 N/A N/A N/A 0.0501% Actual/360 No
36 24,758,496 1 151,316 N/A N/A N/A 0.0301% Actual/360 No
36.1 N/A N/A N/A
36.2 N/A N/A N/A
37 20,763,718 1 141,096 N/A N/A N/A 0.0601% Actual/360 No
38 22,263,937 11 134,767 N/A N/A N/A 0.0301% Actual/360 No
39 22,743,788 1 134,521 N/A N/A N/A 0.0301% Actual/360 No
40 20,114,604 1 128,034 N/A N/A N/A 0.0601% Actual/360 No
41 20,113,239 1 126,700 N/A N/A N/A 0.0301% Actual/360 No
42 19,221,666 11 118,612 N/A N/A N/A 0.0701% Actual/360 No
43 18,582,567 11 112,604 N/A N/A N/A 0.0301% Actual/360 No
44 18,718,409 11 117,006 N/A N/A N/A 0.0501% Actual/360 No
45 18,839,486 11 114,325 N/A N/A N/A 0.0301% Actual/360 No
46 18,657,807 11 116,505 N/A N/A N/A 0.0401% Actual/360 No
46.1 N/A N/A N/A
46.2 N/A N/A N/A
47 18,601,859 1 114,614 N/A N/A N/A 0.0301% Actual/360 No
48 20,000,000 1 97,080 N/A N/A N/A 0.0301% Actual/360 No
48.1 N/A N/A N/A
48.2 N/A N/A N/A
49 13,183,647 1 122,818 N/A N/A N/A 0.0401% Actual/360 No
50 16,872,443 11 104,680 N/A N/A N/A 0.0301% Actual/360 No
51 17,672,588 1 108,955 N/A N/A N/A 0.0301% Actual/360 No
52 17,662,717 11 108,417 N/A N/A N/A 0.0301% Actual/360 No
53 16,463,758 11 96,781 N/A N/A N/A 0.0301% Actual/360 No
15,929,937 1 101,379 N/A N/A N/A 0.0301% Actual/360 No
54 5,611,276 1 35,711 N/A N/A N/A 0.0301% Actual/360 No
55 4,170,421 1 26,541 N/A N/A N/A 0.0301% Actual/360 No
56 3,937,738 1 25,060 N/A N/A N/A 0.0301% Actual/360 No
57 2,210,502 1 14,068 N/A N/A N/A 0.0301% Actual/360 No
58 16,100,364 1 99,643 N/A N/A N/A 0.0601% Actual/360 No
59 15,806,097 1 97,186 N/A N/A N/A 0.0301% Actual/360 No
60 15,580,947 1 99,532 N/A N/A N/A 0.0601% Actual/360 No
61 15,293,246 11 92,629 N/A N/A N/A 0.0801% Actual/360 No
62 15,475,448 1 96,915 N/A N/A N/A 0.0301% Actual/360 No
63 13,879,084 1 95,944 N/A N/A N/A 0.0301% Actual/360 No
64 16,200,000 11 75,213 N/A N/A N/A 0.0301% Actual/360 No
65 13,728,948 11 87,412 N/A N/A N/A 0.0401% Actual/360 No
66 10,585,990 11 93,339 N/A N/A N/A 0.0701% Actual/360 No
67 14,453,323 1 90,424 N/A N/A N/A 0.0301% Actual/360 No
68 14,456,059 11 90,749 N/A N/A N/A 0.0301% Actual/360 No
69 11,469,857 11 95,278 N/A N/A N/A 0.0501% Actual/360 No
69.1 N/A N/A N/A
69.2 N/A N/A N/A
69.3 N/A N/A N/A
69.4 N/A N/A N/A
69.5 N/A N/A N/A
70 12,181,637 11 77,920 N/A N/A N/A 0.0301% Actual/360 No
71 14,000,000 1 63,958 N/A N/A N/A 0.0301% Actual/360 No
72 13,387,166 1 79,180 N/A N/A N/A 0.0301% Actual/360 No
73 11,982,008 11 76,126 N/A N/A N/A 0.0301% Actual/360 No
74 12,672,574 11 76,335 N/A N/A N/A 0.0301% Actual/360 No
75 11,864,037 11 76,533 N/A N/A N/A 0.0501% Actual/360 No
76 11,198,125 11 78,506 N/A N/A N/A 0.0301% Actual/360 No
77 11,071,721 11 75,357 N/A N/A N/A 0.0301% Actual/360 No
78 12,072,582 1 73,609 N/A N/A N/A 0.0301% Actual/360 No
79 10,686,270 11 69,787 N/A N/A N/A 0.0501% Actual/360 No
80 11,374,251 11 72,103 N/A N/A N/A 0.0801% Actual/360 No
81 11,007,076 11 72,084 N/A N/A N/A 0.0301% Actual/360 No
82 11,550,202 11 68,099 N/A N/A N/A 0.0301% Actual/360 No
83 10,956,937 11 66,545 N/A N/A N/A 0.0301% Actual/360 No
84 12,000,000 1 58,238 N/A N/A N/A 0.0301% Actual/360 No
85 10,363,960 1 67,853 N/A N/A N/A 0.0301% Actual/360 No
86 9,988,705 11 62,793 N/A N/A N/A 0.0301% Actual/360 No
87 10,127,460 11 62,388 N/A N/A N/A 0.0601% Actual/360 No
88 10,006,721 1 65,373 N/A N/A N/A 0.0601% Actual/360 No
89 9,778,367 11 60,402 N/A N/A N/A 0.0901% Actual/360 No
90 9,688,118 1 64,053 N/A N/A N/A 0.0401% Actual/360 No
91 9,574,087 1 67,908 N/A N/A N/A 0.0301% Actual/360 No
91.1 N/A N/A N/A
91.2 N/A N/A N/A
92 9,247,749 1 61,142 N/A N/A N/A 0.0401% Actual/360 No
93 8,823,271 1 60,942 N/A N/A N/A 0.0701% Actual/360 No
94 9,070,872 11 57,881 N/A N/A N/A 0.0501% Actual/360 No
95 10,300,000 11 45,976 N/A N/A N/A 0.0301% Actual/360 No
96 8,748,451 1 62,152 N/A N/A N/A 0.0901% Actual/360 No
97 9,740,483 1 57,611 N/A N/A N/A 0.0301% Actual/360 No
98 8,536,110 1 60,643 N/A N/A N/A 0.0901% Actual/360 No
99 10,000,000 1 49,089 N/A N/A N/A 0.0301% Actual/360 No
100 9,252,395 11 55,035 N/A N/A N/A 0.0401% Actual/360 No
101 8,662,879 11 53,958 N/A N/A N/A 0.0301% Actual/360 No
102 8,680,297 11 54,449 N/A N/A N/A 0.0701% Actual/360 No
103 8,937,415 1 56,528 N/A N/A N/A 0.0401% Actual/360 No
104 8,325,626 11 55,434 N/A N/A N/A 0.0501% Actual/360 No
105 8,219,377 11 54,538 N/A N/A N/A 0.0301% Actual/360 No
106 7,334,876 1 60,745 N/A N/A N/A 0.0401% Actual/360 No
107 8,577,330 11 49,953 N/A N/A N/A 0.0401% Actual/360 No
108 8,239,443 11 51,829 N/A N/A N/A 0.0301% Actual/360 No
109 6,918,134 11 56,837 N/A N/A N/A 0.0601% Actual/360 No
110 8,242,131 11 49,257 N/A N/A N/A 0.0301% Actual/360 No
111 7,683,599 11 50,232 N/A N/A N/A 0.0901% Actual/360 No
112 7,504,010 11 48,976 N/A N/A N/A 0.0301% Actual/360 No
113 7,344,325 11 44,956 N/A N/A N/A 0.0301% Actual/360 No
114 7,634,969 11 45,480 N/A N/A N/A 0.0301% Actual/360 No
114.1 N/A N/A N/A
114.2 N/A N/A N/A
115 6,871,561 11 46,378 N/A N/A N/A 0.0301% Actual/360 No
116 6,955,053 1 46,551 N/A N/A N/A 0.0701% Actual/360 No
117 7,575,049 1 46,407 N/A N/A N/A 0.0301% Actual/360 No
118 7,263,522 11 45,589 N/A N/A N/A 0.0301% Actual/360 No
119 6,091,378 11 49,199 N/A N/A N/A 0.0501% Actual/360 No
120 5,123,748 11 54,435 N/A N/A N/A 0.0301% Actual/360 No
121 6,585,351 1 46,065 N/A N/A N/A 0.0701% Actual/360 No
122 6,527,657 1 44,611 N/A N/A N/A 0.0301% Actual/360 No
123 6,514,804 11 45,206 N/A N/A N/A 0.0401% Actual/360 No
124 7,500,000 1 36,050 N/A N/A N/A 0.0301% Actual/360 No
125 6,136,126 11 40,693 N/A N/A N/A 0.0301% Actual/360 No
126 6,182,356 11 42,063 N/A N/A N/A 0.0301% Actual/360 No
127 6,424,494 11 41,318 N/A N/A N/A 0.0301% Actual/360 No
128 6,167,992 11 42,450 N/A N/A N/A 0.0301% Actual/360 No
129 4,693,181 1 50,312 N/A N/A N/A 0.0401% Actual/360 No
130 6,732,062 1 41,028 N/A N/A N/A 0.0301% Actual/360 No
131 6,935,543 1 42,983 N/A N/A N/A 0.0301% Actual/360 No
132 6,326,674 1 40,689 N/A N/A N/A 0.0601% Actual/360 No
133 5,929,598 11 37,803 N/A N/A N/A 0.0301% Actual/360 No
134 5,667,375 11 38,312 N/A N/A N/A 0.0301% Actual/360 No
135 5,655,363 11 37,692 N/A N/A N/A 0.0301% Actual/360 Yes
136 5,533,981 11 38,069 N/A N/A N/A 0.0301% Actual/360 Yes
137 5,341,743 11 34,850 N/A N/A N/A 0.0301% Actual/360 No
138 5,896,509 1 35,381 N/A N/A N/A 0.0301% Actual/360 No
139 4,837,450 11 38,137 N/A N/A N/A 0.0301% Actual/360 No
140 5,534,519 1 36,088 N/A N/A N/A 0.0401% Actual/360 No
141 5,567,668 11 34,707 N/A N/A N/A 0.0601% Actual/360 No
142 5,186,095 1 35,398 N/A N/A N/A 0.0301% Actual/360 No
143 5,139,368 11 34,275 N/A N/A N/A 0.0301% Actual/360 No
144 4,807,538 11 32,043 N/A N/A N/A 0.0301% Actual/360 Yes
145 4,831,352 1 33,362 N/A N/A N/A 0.0301% Actual/360 No
146 4,813,389 1 33,663 N/A N/A N/A 0.0401% Actual/360 No
147 4,921,726 11 31,270 N/A N/A N/A 0.0901% Actual/360 No
148 5,016,256 1 32,043 N/A N/A N/A 0.0301% Actual/360 No
149 4,497,047 11 30,991 N/A N/A N/A 0.0301% Actual/360 No
150 4,692,340 11 29,552 N/A N/A N/A 0.0901% Actual/360 No
151 3,444,241 1 36,923 N/A N/A N/A 0.0401% Actual/360 No
152 4,647,833 1 30,259 N/A N/A N/A 0.0901% Actual/360 No
153 4,638,219 11 29,960 N/A N/A N/A 0.0301% Actual/360 No
154 4,023,620 11 32,325 N/A N/A N/A 0.0301% Actual/360 No
155 4,350,867 11 29,131 N/A N/A N/A 0.0901% Actual/360 No
156 4,025,743 1 33,504 N/A N/A N/A 0.0901% Actual/360 No
157 4,328,348 11 30,061 N/A N/A N/A 0.0601% Actual/360 No
158 4,710,840 11 28,156 N/A N/A N/A 0.0301% Actual/360 No
159 4,289,611 1 29,792 N/A N/A N/A 0.0401% Actual/360 No
160 3,868,418 11 32,154 N/A N/A N/A 0.0301% Actual/360 No
161 3,807,111 11 30,749 N/A N/A N/A 0.0801% Actual/360 No
162 3,795,868 11 30,496 N/A N/A N/A 0.0301% Actual/360 No
163 4,020,076 11 27,526 N/A N/A N/A 0.1101% Actual/360 No
164 3,644,034 11 29,276 N/A N/A N/A 0.0301% Actual/360 No
165 4,042,705 1 28,877 N/A N/A N/A 0.0401% Actual/360 No
166 4,052,613 11 25,793 N/A N/A N/A 0.1201% Actual/360 No
167 4,640,000 11 20,621 N/A N/A N/A 0.0301% Actual/360 No
168 3,845,245 1 26,211 N/A N/A N/A 0.0301% Actual/360 No
169 3,878,680 11 27,020 N/A N/A N/A 0.0901% Actual/360 No
170 4,480,000 11 19,910 N/A N/A N/A 0.0301% Actual/360 No
171 3,721,212 1 26,090 N/A N/A N/A 0.0601% Actual/360 No
172 3,896,695 11 23,687 N/A N/A N/A 0.0301% Actual/360 No
173 3,633,988 11 24,012 N/A N/A N/A 0.0901% Actual/360 No
174 3,231,025 11 23,611 N/A N/A N/A 0.0301% Actual/360 No
175 4,200,000 1 20,014 N/A N/A N/A 0.0301% Actual/360 No
176 2,703,890 1 28,986 N/A N/A N/A 0.0401% Actual/360 No
177 3,814,685 1 24,168 N/A N/A N/A 0.0301% Actual/360 No
178 3,418,311 11 23,125 N/A N/A N/A 0.0801% Actual/360 No
179 3,359,964 11 22,803 N/A N/A N/A 0.0501% Actual/360 No
180 3,026,143 11 24,159 N/A N/A N/A 0.0301% Actual/360 No
181 3,478,459 11 21,802 N/A N/A N/A 0.0301% Actual/360 No
182 3,191,894 1 22,031 N/A N/A N/A 0.0901% Actual/360 No
183 3,141,267 1 21,528 N/A N/A N/A 0.0301% Actual/360 No
184 3,152,920 11 21,657 N/A N/A N/A 0.0901% Actual/360 No
185 1,627,346 11 30,268 N/A N/A N/A 0.0901% Actual/360 No
186 2,984,086 1 19,902 N/A N/A N/A 0.0301% Actual/360 No
187 2,940,793 1 20,314 N/A N/A N/A 0.0901% Actual/360 No
188 2,919,488 1 19,785 N/A N/A N/A 0.0301% Actual/360 No
189 2,850,536 11 18,980 N/A N/A N/A 0.0301% Actual/360 No
190 2,734,321 1 18,945 N/A N/A N/A 0.0901% Actual/360 No
191 2,696,030 1 18,715 N/A N/A N/A 0.0301% Actual/360 No
192 2,495,164 1 16,790 N/A N/A N/A 0.0301% Actual/360 No
193 2,540,423 1 15,879 N/A N/A N/A 0.0401% Actual/360 No
194 17,070 1 29,899 N/A N/A N/A 0.0401% Actual/360 No
195 2,240,760 1 15,896 N/A N/A N/A 0.0401% Actual/360 No
196 1,678,477 1 16,433 N/A N/A N/A 0.0401% Actual/360 No
197 1,746,099 11 14,028 N/A N/A N/A 0.0301% Actual/360 No
Revised
ID Rate
-- -------
1 N/A
2 N/A
3 N/A
4 N/A
5
6 N/A
7
7.1
7.2
7.3
7.4
N/A
8 N/A
9 N/A
10 N/A
11 N/A
12
13 Greater of (i) 2.0% plus Initial Interest Rate or (ii) Annualized Yield plus 3%
14
15 N/A
15.1 N/A
15.2 N/A
16 N/A
17
18 N/A
19
N/A
20 N/A
21 N/A
22 N/A
23 N/A
24 N/A
25
26 N/A
27
28
29
30
31 N/A
32
33 N/A
33.1 N/A
33.2 N/A
34
35 N/A
36 N/A
36.1 N/A
36.2 N/A
37 N/A
38
39 N/A
40 N/A
41 N/A
42
43
44
45
46
46.1
46.2
47 N/A
48 N/A
48.1 N/A
48.2 N/A
49 N/A
50
51 N/A
52
53
N/A
54 N/A
55 N/A
56 N/A
57 N/A
58 N/A
59 N/A
60 N/A
61
62 N/A
63 N/A
64
65
66
67 N/A
68
69
69.1
69.2
69.3
69.4
69.5
70
71 N/A
72 N/A
73
74
75
76
77
78 N/A
79
80
81
82
83
84 N/A
85 N/A
86
87
88 N/A
89
90 N/A
91 N/A
91.1 N/A
91.2 N/A
92 N/A
93 N/A
94
95
96 N/A
97 N/A
98 N/A
99 N/A
100
101
102
103 N/A
104
105
106 N/A
107
108
109
110
111
112
113
114
114.111
114.222
115
116 N/A
117 N/A
118
119
120
121 N/A
122 N/A
123
124 N/A
125
126
127
128
129 N/A
130 N/A
131 N/A
132 N/A
133
134
135 2% plus Initial Interest Rate
136 Greater of: (i) 2.0% plus Initial Interest Rate or (ii) 3.0% plus the annualized Treasury yield
137 2% plus Initial Interest Rate
138 N/A
139
140 N/A
141
142 N/A
143
144 2% plus Initial Interest Rate
145 N/A
146 N/A
147
148 N/A
149
150
151 N/A
152 N/A
153
154
155
156 N/A
157
158
159 N/A
160
161
162
163
164
165 N/A
166
167
168 N/A
169
170
171 N/A
172
173
174
175 N/A
176 N/A
177 N/A
178
179
180
181
182 N/A
183 N/A
184
185
186 N/A
187 N/A
188 N/A
189
190 N/A
191 N/A
192 N/A
193 N/A
194 N/A
195 N/A
196 N/A
197
Crossed Net
With Loan Group Rentable Area
ID Lockbox (4) Other Loans 1, 2A or 2B SF/Units
- ---- ------------------------------- --------------- ----------- -------------
1 Soft No 2A 3,221
2 Hard No 1 733,459
3 Hard No 1 646,281
4 Hard No 1 290
5 Hard No 1 565,746
6 Hard No 1 304,445
7 Hard No 1 671,759
7.1 353,954
7.2 144,867
7.3 117,212
7.4 55,726
Soft Yes - Beyman 2B 651
8 Soft Yes - Beyman 2B 399
9 Soft Yes - Beyman 2B 252
10 Hard No 1 314,435
11 None No 1 272,827
12 Hard No 1 333,275
13 None at Closing, Springing Hard No 1 321,205
14 Hard No 1 257,280
15 Hard No 1 167,177
15.1 104,092
15.2 63,085
16 None at Closing, Springing Hard No 1 358,385
17 Hard No 1 103,928
18 None No 2B 434
19 None No 1 301,696
Hard Yes - Century 1 520,052
20 Hard Yes - Century 1 225,869
21 Hard Yes - Century 1 48,495
22 Hard Yes - Century 1 33,688
23 Hard Yes - Century 1 94,000
24 Hard Yes - Century 1 118,000
25 None at Closing, Springing Hard No 1 199,458
26 Soft at Closing, Springing Hard No 2B 572
None at Closing, Springing Hard Yes - AG 1 265,459
27 None at Closing, Springing Hard Yes - AG 1 71,983
28 None at Closing, Springing Hard Yes - AG 1 68,164
29 None at Closing, Springing Hard Yes - AG 1 57,084
30 None at Closing, Springing Hard Yes - AG 1 68,228
31 Hard No 1 274,300
32 None No 1 272,942
33 None at Closing, Springing Hard No 2B 649
33.1 349
33.2 300
34 None at Closing, Springing Hard No 2B 360
35 Hard No 1 268,000
36 None at Closing, Springing Hard No 2B 444
36.1 224
36.2 220
37 None at Closing, Springing Hard No 1 117,594
38 None at Closing, Springing Soft No 1 209,200
39 None No 1 360
40 None No 1 181
41 None No 2B 296
42 None at Closing, Springing Hard No 1 61,819
43 None No 1 120,344
44 Hard No 2B 324
45 Soft No 2B 324
46 Hard No 1 167,824
46.1 98,631
46.2 69,193
47 None at Closing, Springing Hard No 2B 416
48 None No 1 103,168
48.1 89,128
48.2 14,040
49 None at Closing, Springing Hard No 1 105,980
50 None No 1 263,055
51 None No 1 85,929
52 None No 1 92,597
53 Hard No 1 101,837
None Yes - Wilkinson 2B 764
54 None Yes - Wilkinson 2B 212
55 None Yes - Wilkinson 2B 236
56 None Yes - Wilkinson 2B 180
57 None Yes - Wilkinson 2B 136
58 None No 1 60,304
59 None No 1 76,625
60 None No 2B 360
61 None No 2B 258
62 Hard No 1 150,000
63 None No 1 105,580
64 None No 1 136,299
65 None at Closing, Springing Hard No 1 103,973
66 None No 1 158,462
67 None No 1 64,211
68 Hard No 1 231,477
69 None No 1 443
69.1 128
69.2 120
69.3 62
69.4 71
69.5 62
70 None at Closing, Springing Hard No 1 88,103
71 None No 1 28,593
72 None No 2B 264
73 None at Closing, Springing Soft No 2B 209
74 None No 1 11,121
75 None No 1 169,026
76 None No 1 55,000
77 Hard No 1 131,252
78 None No 2B 264
79 None No 1 81,332
80 None No 2B 250
81 None at Closing, Springing Hard No 1 30,071
82 None No 2B 256
83 Soft No 2B 466
84 None No 1 95,876
85 Hard No 1 88,183
86 None at Closing, Springing Hard No 1 56,077
87 None at Closing, Springing Hard No 1 86,492
88 None at Closing, Springing Hard No 1 117,176
89 None at Closing, Springing Hard No 1 169,330
90 None No 1 120
91 None No 1 120,318
91.1 84,518
91.2 35,800
92 None No 1 150
93 None at Closing, Springing Hard No 1 61,298
94 None No 2B 337
95 None No 1 80,120
96 None No 1 118
97 None No 1 172
98 None No 1 120
99 None at Closing, Springing Hard No 1 45,890
100 None No 1 79,863
101 None No 2B 288
102 None No 2B 130
103 Hard No 1 64,633
104 None at Closing, Springing Hard No 1 51,800
105 None at Closing, Springing Hard No 1 59,044
106 None No 1 137
107 None No 1 134,548
108 None at Closing, Springing Soft No 1 115,290
109 None No 1 122
110 None at Closing, Springing Hard No 1 128,388
111 None at Closing, Springing Hard No 1 34,025
112 Hard No 1 91,875
113 None at Closing, Springing Hard No 1 129,631
114 None No 1 91,142
114.1 32,602
114.2 58,540
115 None No 1 63,500
116 None No 1 118,871
117 None No 2A 194
118 None at Closing, Springing Hard No 1 75,824
119 None No 1 132
120 None No 1 105
121 None No 2B 130
122 None No 1 34,495
123 None No 1 101,000
124 Hard No 1 110,882
125 None No 2B 160
126 Hard No 1 54,985
127 None at Closing, Springing Hard No 1 42,053
128 None at Closing, Springing Hard No 1 97,007
129 None No 1 1,151
130 None No 2B 120
131 None No 1 250
132 None at Closing, Springing Hard No 1 40,355
133 None at Closing, Springing Hard No 1 20,000
134 None at Closing, Springing Hard No 1 114,198
135 None at Closing, Springing Hard No 1 42,000
136 None at Closing, Springing Hard No 1 94,000
137 None at Closing, Springing Hard No 1 30,519
138 None No 2B 64
139 None No 1 54,025
140 None No 1 63,432
141 None No 1 39,528
142 None No 1 136
143 None No 1 50,640
144 None at Closing, Springing Hard No 1 33,879
145 None No 1 18,500
146 Hard No 1 67,000
147 None No 1 47,165
148 Hard No 1 10,195
149 None at Closing, Springing Hard No 1 54,688
150 None No 1 40,184
151 None No 1 891
152 None No 1 821
153 None at Closing, Springing Hard No 1 28,800
154 None No 1 104
155 None No 1 13,396
156 None No 1 124
157 None at Closing, Springing Hard No 1 33,160
158 None No 1 41,870
159 None No 2B 84
160 None at Closing, Springing Soft No 1 92
161 None No 1 95
162 None No 1 99
163 None at Closing, Springing Hard No 1 9,232
164 None at Closing, Springing Hard No 1 98
165 None No 1 86
166 None at Closing, Springing Hard No 2B 49
167 None No 2B 138
168 None No 1 45,000
169 None No 1 71,880
170 None No 2B 115
171 Soft at Closing, Springing Hard No 1 55,279
172 None No 1 17,120
173 None No 1 72,113
174 None No 1 13,650
175 None at Closing, Springing Hard No 1 16,991
176 None No 1 640
177 None No 1 16,103
178 None No 1 18,054
179 None No 1 31,315
180 None No 1 15,415
181 None No 1 72,000
182 None at Closing, Springing Hard No 1 70,849
183 None No 1 29,096
184 None No 1 12,502
185 None at Closing, Springing Hard No 1 45,859
186 None No 2B 99
187 None No 1 17,671
188 None No 1 30
189 None No 2B 96
190 None No 2B 72
191 Soft No 1 53,219
192 None No 2B 110
193 None No 2B 72
194 None No 1 756
195 None at Closing, Springing Hard No 1 18,000
196 None No 2B 120
197 None at Closing, Springing Hard No 1 64
Mortgage
Loan
ID Seller (1) City State Zip Code
- ------ ---------- ----------------------- ------- --------
1 GACC San Francisco CA 94132
2 GACC Dallas TX 75240
3 GACC Orlando FL 32801
4 GACC Philadelphia PA 19103
5 CGM Spokane WA 99201
6 GACC Woodbury MN 55125
7 CGM Various PA Various
7.1 CGM Harrisburg PA 17112
7.2 CGM Harrisburg PA 17110
7.3 CGM Mechanicsburg PA 17055
7.4 CGM Harrisburg PA 17112
GACC Various Various Various
8 GACC Phoenix AZ 85012
9 GACC Germantown TN 38138
10 PNC Hollywood CA 90028
11 GACC Anaheim CA 92806
12 CGM Cherry Hill NJ 08003
13 CGM East Hartford CT 06108
14 CGM Rockville MD 20850
15 GACC Brisbane CA 94005
15.1 GACC Brisbane CA 94005
15.2 GACC Brisbane CA 94005
16 PNC Bloomingdale IL 60108
17 CGM New York NY 10023
18 PNC Austin TX 78727
19 CGM Phoenix AZ 85021
GACC Memphis TN 38134
20 GACC Memphis TN 38134
21 GACC Memphis TN 38134
22 GACC Memphis TN 38134
23 GACC Memphis TN 38134
24 GACC Memphis TN 38134
25 CGM San Diego CA 92121
26 GACC Albuquerque NM 87114
CGM Various Various Various
27 CGM Auburn WA 98002
28 CGM Vancouver WA 98684
29 CGM Tukwila WA 98168
30 CGM Roseburg OR 97470
31 GACC Springfield MA 01129
32 CGM Saint Louis MO 63117
33 GACC Various TN Various
33.1 GACC Madison TN 37115
33.2 GACC Nashville TN 37214
34 CGM West Lafayette IN 47906
35 PNC Warren MI 48092
36 GACC Various TX Various
36.1 GACC Rockwall TX 75087
36.2 GACC Mesquite TX 75150
37 PNC Chula Vista CA 91910
38 CGM Wappingers Falls NY 12590
39 GACC Greensboro NC 27407
40 PNC Plano TX 75093
41 GACC Virginia Beach VA 23464
42 CGM San Jose CA 95122
43 CGM Pittsburgh PA 15205
44 CGM Tallahassee FL 32312
45 CGM Austell GA 30106
46 CGM Fort Lauderdale FL 33309
46.1 CGM Fort Lauderdale FL 33309
46.2 CGM Fort Lauderdale FL 33309
47 GACC Smyrna GA 30080
48 GACC Alpharetta GA 30022
48.1 GACC Alpharetta GA 30022
48.2 GACC Alpharetta GA 30022
49 PNC Detroit MI 48226
50 CGM Austin TX 78750
51 GACC Dix Hills NY 11731
52 CGM Rochester Hills MI 48307
53 CGM Bowie MD 20716
GACC Various SC Various
54 GACC Greenville SC 29607
55 GACC Greenville SC 29615
56 GACC Anderson SC 29625
57 GACC Anderson SC 29621
58 GACC Hawthorne CA 90250
59 GACC New York NY 10010
60 PNC Memphis TN 38018
61 CGM San Antonio TX 78256
62 GACC Coppell TX 75019
63 GACC Coral Gables FL 33134
64 CGM Charlotte NC 28211
65 CGM Buena Park CA 90620
66 CGM Shelton CT 06484
67 GACC Henderson NV 89014
68 CGM Columbia SC 29204
69 CGM Various Various Various
69.1 CGM Fort Wayne IN 46804
69.2 CGM Fayetteville NC 28312
69.3 CGM Lafayette IN 47905
69.4 CGM Warsaw IN 46582
69.5 CGM Marion IN 46952
70 CGM Orlando FL 32837
71 GACC New York NY 10017
72 GACC Durham NC 27707
73 CGM Ames IA 50010
74 CGM New York NY 10003
75 CGM Colonial Heights VA 23834
76 CGM Aston Township PA 19014
77 CGM Chelmsford MA 01824
78 GACC Charlotte NC 28217
79 CGM Westminster MD 21158
80 CGM Southaven MS 38671
81 CGM Sunnyvale CA 94087
82 CGM New Berlin WI 53151
83 CGM Houston TX 77080
84 GACC Roswell GA 30076
85 GACC Chantilly VA 20151
86 CGM Boynton Beach FL 33437
87 CGM Glendale AZ 85306
88 PNC Tampa FL 33615
89 CGM Bradenton FL 34207
90 PNC Erlanger KY 41018
91 GACC Various TX Various
91.1 GACC Allen TX 75013
91.2 GACC Dallas TX 75220
92 PNC Erlanger KY 41018
93 PNC Ontario CA 91761
94 CGM Monroeville PA 15146
95 CGM Clayton MO 63105
96 PNC Lincolnshire IL 60069
97 GACC Winston-Salem NC 27104
98 PNC Glenview IL 60026
99 GACC Newport Beach CA 92660
100 CGM Martinez CA 94553
101 CGM Haltom City TX 76137
102 CGM South Strabane Township PA 15301
103 PNC Auburn Hills MI 48326
104 CGM Huntington NY 11743
105 CGM New Albany OH 43054
106 PNC Chantilly VA 20151
107 CGM Lakeland FL 33809
108 CGM San Diego CA 92154
109 CGM Newport News VA 23602
110 CGM Hemet CA 92543
111 CGM San Rafael CA 94901
112 CGM Richmond VA 23230
113 CGM Terre Haute IN 47802
114 CGM Various CA Various
114.1 CGM Cathedral City CA 92234
114.2 CGM Palm Desert CA 92211
115 CGM Windham NH 03087
116 PNC Brookfield WI 53005
117 GACC Fairfield OH 45014
118 CGM Lewisville NC 27023
119 CGM Daytona Beach FL 32118
120 CGM Chesapeake VA 23320
121 PNC East Orange NJ 07017
122 GACC Wilmington DE 19803
123 CGM Canoga Park CA 91303
124 GACC Chelmsford MA 01824
125 CGM Henderson NV 89015
126 CGM Littleton NH 03561
127 CGM Boston MA 02108
128 CGM Boston MA 02215
129 PNC Belleville NJ 07109
130 GACC Greenville NC 27834
131 GACC Phoenix AZ 85029
132 PNC Alexandria VA 22314
133 CGM Corona CA 92879
134 CGM Birmingham AL 35209
135 CGM Poughkeepsie NY 12601
136 CGM Lake Zurich IL 60047
137 CGM Menomonee Falls WI 53051
138 GACC Stafford VA 22554
139 CGM Lebanon NJ 08833
140 PNC Savannah GA 31405
141 CGM Creve Coeur MO 63141
142 GACC Greenville NC 27858
143 CGM St. Charles IL 60174
144 CGM Manassas VA 20109
145 GACC Brooklyn NY 11203
146 PNC Cypress CA 90630
147 CGM Moon Township PA 15108
148 GACC New York NY 10016
149 CGM Wausau WI 54401
150 CGM Diamond Bar CA 91765
151 PNC North Brunswick NJ 08982
152 GACC Seattle WA 98125
153 CGM Englewood OH 45315
154 CGM Radford VA 24141
155 CGM Philadelphia PA 19145
156 PNC Lake Oswego OR 97035
157 CGM Whittier CA 90603
158 CGM Fresno CA 93702
159 PNC Newark DE 19711
160 CGM Grasonville MD 21638
161 CGM Daytona Beach FL 32118
162 CGM Leesburg VA 20176
163 CGM Miami Beach FL 33139
164 CGM Staunton VA 24401
165 PNC Tucson AZ 85706
166 CGM Seattle WA 98101
167 CGM Charleston SC 29407
168 GACC Beaver Creek OH 45324
169 CGM Syracuse NY 13212
170 CGM Charleston SC 29407
171 GACC Woods Cross UT 84047
172 CGM Delafield WI 53018
173 CGM Tell City IN 47586
174 CGM Durham NC 27713
175 GACC Las Vegas NV 89128
176 PNC Mountainside NJ 07092
177 GACC Inglewood CA 90304
178 CGM Manchester VT 05254
179 CGM Duluth GA 30096
180 CGM Darien CT 06820
181 CGM Chicago IL 60606
182 PNC Independence MO 64056
183 GACC West Covina CA 91790
184 CGM Fife WA 98424
185 CGM Puyallup WA 98373
186 GACC Mount Kisco NY 10549
187 PNC Mesa AZ 85207
188 GACC Napa CA 94559
189 CGM Grass Valley CA 95945
190 PNC Grand Forks ND 58201
191 GACC Paris TN 38242
192 GACC Brooklyn NY 11229
Cut-off
Interest Original Date
ID Address Rate Balance Balance
- ------ ------------------------------------------------------------ --------- ------------- -----------
1 3711 19th Avenue 5.6480% 300,000,000 300,000,000
2 13331 Preston Road 5.7180% 125,000,000 125,000,000
3 200 South Orange Avenue 5.3360% 77,000,000 77,000,000
4 99 South 17th Street at Liberty Place 6.1570% 72,000,000 72,000,000
5 1330 North Washington Street 5.2150% 70,630,000 70,384,463
6 9000 Hudson Road 5.4500% 65,000,000 65,000,000
7 Various 5.3000% 61,000,000 61,000,000
7.1 6340, 6345, 6360, 6375, 6380, 6385, 6400 and 6405 Flank Drive 27,835,724 27,835,724
7.2 2605 Interstate Drive and 2601 Market Place 15,349,413 15,349,413
7.3 5070 A, 5070 B and 5035 Ritter Road 10,975,228 10,975,228
7.4 75, 85 and 95 Shannon Road 6,839,635 6,839,635
Various 5.7680% 60,640,000 60,640,000
8 411 East Indian School Road 5.7680% 38,500,000 38,500,000
9 7491 Wyndhurst Place 5.7680% 22,140,000 22,140,000
10 6255 Sunset Boulevard 5.2300% 55,000,000 55,000,000
11 1900 South State College Boulevard 5.6560% 52,000,000 52,000,000
12 101 Woodcrest Road 5.0859% 50,400,000 50,400,000
13 99-101 East River Drive 5.2900% 44,000,000 44,000,000
14 1801 & 1803 Research Boulevard 5.7800% 43,000,000 43,000,000
15 Various 5.7960% 39,625,000 39,625,000
15.1 7000 Marina Boulevard 24,450,000 24,450,000
15.2 5000 Marina Boulevard 15,175,000 15,175,000
16 140-166 S. Gary Avenue 5.6100% 39,000,000 39,000,000
17 2109 Broadway 5.2000% 38,000,000 38,000,000
18 5400 West Parmer Lane 5.2400% 33,100,000 33,100,000
19 2510-2512 West Dunlap Avenue 5.6700% 31,750,000 31,750,000
Various 5.5310% 31,000,000 31,000,000
20 1620, 1640, 1680 Century Center Parkway 5.5310% 14,600,000 14,600,000
21 1610 Century Center Parkway 5.5310% 4,900,000 4,900,000
22 1670 Century Center Parkway 5.5310% 4,400,000 4,400,000
23 1600 Century Center Parkway 5.5310% 3,600,000 3,600,000
24 1590 Century Center Parkway 5.5310% 3,500,000 3,500,000
25 9808 and 9868 Scranton Road 5.9000% 31,000,000 31,000,000
26 10600 Cibola Loop NW 5.1840% 30,700,000 30,700,000
Various 5.3000% 29,800,000 29,800,000
27 1702 Auburn Way North 5.3000% 8,800,000 8,800,000
28 13719 Southeast Mill Plain Boulevard 5.3000% 8,000,000 8,000,000
29 3725 South 144th Street 5.3000% 7,000,000 7,000,000
30 2553 Northwest Stewart Parkway 5.3000% 6,000,000 6,000,000
31 1655 Boston Road (US Route 20) 5.2800% 29,760,000 29,760,000
32 1034 South Brentwood Boulevard 5.3250% 28,700,000 28,700,000
33 Various 5.7300% 28,600,000 28,600,000
33.1 510 Heritage Drive 15,379,661 15,379,661
33.2 3555 Bell Road 13,220,339 13,220,339
34 2053 Willowbrook Drive 5.6900% 28,600,000 28,600,000
35 7500 Tank Avenue 5.1600% 27,000,000 26,845,171
36 Various 5.5000% 26,650,000 26,650,000
36.1 923 Yellow Jacket Lane 13,921,642 13,921,642
36.2 801 Interstate Highway 30 12,728,358 12,728,358
37 503-599 Telegraph Canyon Road 5.5000% 24,850,000 24,850,000
38 1357 Route 9 5.4000% 24,000,000 24,000,000
39 1521 Bridford Parkway 5.4970% 23,700,000 23,700,000
40 5900 Baywater Drive 5.5300% 22,475,000 22,475,000
41 1601 Hiawatha Drive 5.6290% 22,000,000 22,000,000
42 1824 Story Road 5.1880% 21,630,000 21,630,000
43 6511-6541 Steubenville Pike 4.9900% 21,000,000 21,000,000
44 2915 Sharer Road 5.3300% 21,000,000 21,000,000
45 2222 East-West Connector 5.2300% 20,750,000 20,750,000
46 Various 5.5350% 20,440,000 20,440,000
46.1 5300-5310 Northwest 33rd Avenue 11,406,592 11,406,592
46.2 2200 West Commercial Boulevard 9,033,408 9,033,408
47 5000 South Lincoln Trace Avenue 5.5840% 20,000,000 20,000,000
48 3005 Old Alabama Road 5.7450% 20,000,000 20,000,000
48.1 3005 Old Alabama Road 17,214,765 17,214,765
48.2 3005 Old Alabama Road 2,785,235 2,785,235
49 1900 St. Antonie St 5.5000% 20,000,000 19,962,738
50 13729 Research Boulevard 5.0000% 19,500,000 19,500,000
51 1914-1968 Jericho Turnpike 5.5900% 19,000,000 19,000,000
52 1701 East South Boulevard 5.5450% 19,000,000 19,000,000
53 4201 Northview Drive 5.1000% 17,825,000 17,825,000
Various 5.5280% 17,800,000 17,800,000
54 151 Century Drive 5.5280% 6,270,000 6,270,000
55 230 Pelham Road 5.5280% 4,660,000 4,660,000
56 200 Country Club Lane 5.5280% 4,400,000 4,400,000
57 201 Miracle Mile Drive 5.5280% 2,470,000 2,470,000
58 2831-2851-2909 West 120th Street 5.6300% 17,300,000 17,300,000
59 928 Broadway 5.5620% 17,000,000 17,000,000
60 8920 Walnut Grove Road 5.7800% 17,000,000 17,000,000
61 15651 Chase Hill Boulevard 5.2100% 16,850,000 16,850,000
62 1177 Beltline Road 5.7540% 16,600,000 16,600,000
63 150 Alhambra Circle 5.7170% 16,500,000 16,500,000
64 2100 & 2115 Rexford Road 5.4950% 16,200,000 16,200,000
65 5825 & 5955 Lincoln Avenue 5.2950% 15,750,000 15,750,000
66 2 Trap Falls Road 5.6100% 15,800,000 15,684,327
67 601-617 Mall Ring Circle 5.7470% 15,500,000 15,500,000
68 3400 Forest Drive 5.7800% 15,500,000 15,451,536
69 Various 5.9700% 14,830,000 14,743,407
69.1 5775 Coventry Lane 4,445,356 4,419,400
69.2 1957 Cedar Creek Road 3,570,860 3,550,010
69.3 31 Frontage Road 3,097,174 3,079,090
69.4 3328 East Center Street 2,040,491 2,028,577
69.5 1345 North Baldwin Avenue 1,676,118 1,666,331
70 12700 South Orange Blossom Trail 5.0700% 14,400,000 14,400,000
71 145-157 East 42nd Street 5.4070% 14,000,000 14,000,000
72 4655 Hope Valley Road 5.4970% 13,950,000 13,950,000
73 416-616 Billy Sunday Road 5.2700% 13,755,000 13,755,000
74 21 Astor Place 5.3500% 13,670,000 13,670,000
75 3107 Boulevard 5.6800% 13,215,000 13,215,000
76 3400 Concord Road 5.8900% 13,250,000 13,195,758
77 5 Omni Way 5.5150% 13,250,000 13,164,324
78 905 Pineville Point Avenue 5.4750% 13,000,000 13,000,000
79 444 WMC Drive 5.0000% 13,000,000 12,937,156
80 8786 North Creek Boulevard 5.4850% 12,720,000 12,720,000
81 760 East El Camino Real 5.6200% 12,529,000 12,529,000
82 3115 Fountain Square Boulevard 5.1300% 12,500,000 12,500,000
83 8520 Pitner Road 5.0150% 12,375,000 12,375,000
84 2300 Holcomb Bridge Road 5.7440% 12,000,000 12,000,000
85 5160 & 5180 Parkstone Drive 5.6150% 11,800,000 11,800,000
86 6056-6080 Boynton Beach Boulevard 5.1500% 11,500,000 11,500,000
87 5757 West Thunderbird Road 5.1700% 11,400,000 11,400,000
88 10005 West Hillsborough Avenue 5.5900% 11,400,000 11,400,000
89 613-900 Cortez Road West 5.2000% 11,000,000 11,000,000
90 3990 Olympic Boulevard 5.7300% 11,000,000 11,000,000
91 Various 5.9400% 10,600,000 10,581,064
91.1 500 West Bethany Drive 6,200,000 6,188,924
91.2 10003 West Technology Boulevard 4,400,000 4,392,140
92 2811 Circleport Drive 5.7300% 10,500,000 10,500,000
93 3300 E. Guasti Road 5.7000% 10,500,000 10,476,162
94 900 Macbeth Drive 5.3200% 10,400,000 10,400,000
95 8112 Maryland Avenue 5.2830% 10,300,000 10,300,000
96 100 Barclay Blvd 6.0600% 10,300,000 10,277,953
97 400 Magnolia Branch Drive 5.4970% 10,150,000 10,150,000
98 2600 Lehigh Ave 6.0600% 10,050,000 10,028,489
99 4100 MacArthur Boulevard 5.8100% 10,000,000 10,000,000
100 1125-1175 Arnold Drive 5.2200% 10,000,000 10,000,000
101 5600 North Beach Street 5.0450% 10,000,000 10,000,000
102 One Clubhouse Circle 5.1250% 10,000,000 10,000,000
103 3850 Hamlin Rd 5.4600% 10,000,000 10,000,000
104 1815-1819 East Jericho Turnpike 5.2400% 10,050,000 9,981,454
105 7277 Smith's Mill Road 5.5050% 9,600,000 9,600,000
106 4050 Westfax Drive 5.9200% 9,500,000 9,470,625
107 4212-4314 Highway 98 North 5.0050% 9,300,000 9,300,000
108 8851 Kerns Street 5.4000% 9,230,000 9,230,000
109 180 Regal Way 5.7900% 9,000,000 8,971,674
110 501-571 South San Jacinto Street 5.2700% 8,900,000 8,900,000
111 1033 Third Street 5.6000% 8,750,000 8,750,000
112 6600 West Broad Street 5.5800% 8,550,000 8,550,000
113 4650-4700 South US Highway 41 5.1000% 8,280,000 8,280,000
114 Various 5.2350% 8,250,000 8,250,000
114.1 36-405/411, 36-555 Bankside, 36605 Sunair 4,125,000 4,125,000
114.2 77-585 Enfield, 39-740, 39-750, 39-760, 39-770 Garand 4,125,000 4,125,000
115 Route 111- Indian Rock Road 5.4100% 8,250,000 8,222,344
116 13040 & 13100 W. Lisbon 5.6100% 8,100,000 8,100,000
117 5877 Ross Road 5.6950% 8,000,000 8,000,000
118 104-189 Lowes Foods Drive 5.5900% 7,950,000 7,950,000
119 2225 South Atlantic Avenue 5.5150% 8,000,000 7,949,950
120 1560 Crossways Boulevard 5.3300% 8,025,000 7,949,358
121 545 Park Avenue 5.8600% 7,800,000 7,789,485
122 5209 Concord Pike 5.5660% 7,800,000 7,781,899
123 22235 Sherman Way 5.7600% 7,738,000 7,713,714
124 300 Billerica Road 5.6890% 7,500,000 7,500,000
125 525 Harris Street 5.1900% 7,419,000 7,384,371
126 625 Meadow Street 5.5100% 7,400,000 7,367,457
127 44 Bromfield Street 5.4100% 7,350,000 7,350,000
128 1-9 Lansdowne Street, 145 Ipswich Street 5.6550% 7,350,000 7,318,545
129 125 Franklin St 5.5400% 7,290,000 7,255,499
130 2798, 2800, 2804, 2808, 2812, and 2816 Stantonsburg Road 5.4700% 7,250,000 7,250,000
131 2532 West Peoria Avenue 5.9600% 7,200,000 7,200,000
132 1240 & 1250 N. Pitt Street 5.6500% 7,049,000 7,049,000
133 135, 175, & 265 East Ontario Avenue 5.3100% 6,800,000 6,800,000
134 100 Green Springs Highway 5.4300% 6,800,000 6,777,290
135 837 South Road 5.2536% 6,823,000 6,754,436
136 1325 Ensell Road 5.6500% 6,595,000 6,573,866
137 N94 West 16855 Richfield Way 4.9890% 6,500,000 6,446,382
138 190 White Pine Circle 5.2600% 6,400,000 6,400,000
139 1392 US Highway 22 5.1300% 6,440,000 6,387,464
140 5400 Habersham Road 5.5700% 6,307,000 6,307,000
141 12601-12653 Olive Boulevard 5.3000% 6,250,000 6,250,000
142 2419-2473 County Home Road 5.5500% 6,200,000 6,185,574
143 215 5th Avenue 5.2600% 6,200,000 6,171,434
144 10640 Davidson Place 5.2543% 5,800,000 5,741,724
145 5002-5012 Church Avenue 5.6970% 5,750,000 5,736,939
146 10741 Walker Street 5.8600% 5,700,000 5,682,446
147 1132-1136 Thorn Run Road 5.2700% 5,650,000 5,650,000
148 425 Fifth Avenue 5.5700% 5,600,000 5,600,000
149 3300-3400 Rib Mountain Drive 5.3050% 5,500,000 5,473,128
150 3333 South Brea Canyon Road 5.1700% 5,400,000 5,400,000
151 1555 Livingston Avenue 5.5400% 5,350,000 5,324,680
152 3116 NE 130th Street 5.5500% 5,300,000 5,300,000
153 7700-7734 Hoke Road 5.4600% 5,300,000 5,300,000
154 1501 Tyler Avenue 5.4300% 5,300,000 5,250,200
155 2014-24 South Broad Street 5.3100% 5,240,000 5,210,818
156 6100 Southwest Meadows Road 6.0000% 5,200,000 5,184,095
157 15214 Whittier Boulevard 5.7700% 5,140,000 5,128,464
158 3136-3300 East Tulare Avenue 5.2690% 5,088,000 5,088,000
159 400 Wollaston Avenue 5.7700% 5,094,000 5,082,567
160 3101 Main Street 5.9800% 5,000,000 4,970,849
161 2001 South Atlantic Avenue 5.5150% 5,000,000 4,968,719
162 726 East Market Street 5.4300% 5,000,000 4,953,018
163 510 South Ocean Drive 5.5900% 4,800,000 4,779,206
164 1302 Richmond Avenue 5.4300% 4,800,000 4,754,898
165 6955 S. Tucson Blvd 6.1300% 4,750,000 4,739,948
166 1918-1922 1st Avenue 5.2900% 4,650,000 4,650,000
167 1551 Sam Rittenberg Boulevard 5.2600% 4,640,000 4,640,000
168 2907 Centre Drive 5.5320% 4,600,000 4,593,582
169 7282 William Barry Boulevard 5.8100% 4,600,000 4,585,699
170 1515 Ashley River Road 5.2600% 4,480,000 4,480,000
171 750 South 500 West 5.8970% 4,400,000 4,400,000
172 2726-2736 Hillside Drive 5.0250% 4,400,000 4,400,000
173 730 US Highway 66 East 5.1450% 4,400,000 4,369,436
174 6405 Fayetteville Road 5.2800% 4,261,500 4,261,500
175 2100, 2110, & 2120 North Rampart Boulevard 5.6400% 4,200,000 4,200,000
176 1229 Route 22 East 5.5400% 4,200,000 4,180,123
177 10000-10048 Hawthorne Boulevard 5.6760% 4,175,000 4,175,000
178 4757 Main Street 5.4400% 4,100,000 4,069,071
179 3502-3522 Satellite Boulevard 5.4800% 4,025,000 3,994,880
180 14-20 Grove Street 5.3300% 4,000,000 3,980,748
181 215 West Lake Street 5.3600% 3,900,000 3,900,000
182 17911-18011 E. 24 Highway 5.6900% 3,800,000 3,794,786
183 1705 West Garvey Avenue North 5.6000% 3,750,000 3,744,805
184 4716 Pacific Highway East 5.6300% 3,760,000 3,743,833
185 10409 Canyon Road East 5.1100% 3,800,000 3,715,134
186 77 Carpenter Avenue 5.2600% 3,600,000 3,591,216
187 2723-2733 N. Power Rd 5.7000% 3,500,000 3,495,203
188 1802 F Street 5.4600% 3,500,000 3,491,735
189 126 West Berryhill Drive 5.2400% 3,441,000 3,425,087
190 2401 & 2451 36th Ave South 5.7400% 3,250,000 3,242,670
191 1150 Mineral Wells Avenue 5.7700% 3,200,000 3,200,000
192 3165 Norstrand Avenue 5.3700% 3,000,000 2,995,740
Monthly CTL Tenant Interest
Maturity / ARD Payment Debt CTL CTL Corporate Credit Administrative Accrual ARD
ID Balance Date Service (3) Tenant Guarantor Rating (S/M) Fee Rate (2) Basis (Yes/No)
- ------ -------------- ------- ----------- ------ --------- ---------------- -------------- ---------- --------
1 300,000,000 1 1,431,611 N/A N/A N/A 0.0301% Actual/360 No
2 125,000,000 1 603,898 N/A N/A N/A 0.0301% Actual/360 No
3 77,000,000 1 347,149 N/A N/A N/A 0.0301% Actual/360 No
4 72,000,000 1 374,551 N/A N/A N/A 0.0301% Actual/360 No
5 58,467,359 11 388,492 N/A N/A N/A 0.0251% Actual/360 No
6 65,000,000 1 299,308 N/A N/A N/A 0.0301% Actual/360 No
7 55,453,318 11 338,736 N/A N/A N/A 0.0301% Actual/360 No
7.1 N/A N/A N/A
7.2 N/A N/A N/A
7.3 N/A N/A N/A
7.4 N/A N/A N/A
56,547,346 1 354,572 N/A N/A N/A 0.0301% Actual/360 No
8 35,901,597 1 225,116 N/A N/A N/A 0.0301% Actual/360 No
9 20,645,749 1 129,456 N/A N/A N/A 0.0301% Actual/360 No
10 50,895,648 1 303,031 N/A N/A N/A 0.0401% Actual/360 No
11 52,000,000 1 248,497 N/A N/A N/A 0.0301% Actual/360 No
12 46,539,410 11 273,209 N/A N/A N/A 0.0301% Actual/360 No
13 40,754,001 11 244,061 N/A N/A N/A 0.0301% Actual/360 Yes
14 39,493,219 11 238,862 N/A N/A N/A 0.0301% Actual/360 No
15 39,625,000 1 194,047 N/A N/A N/A 0.0301% Actual/360 No
15.1 N/A N/A N/A
15.2 N/A N/A N/A
16 34,960,983 1 224,137 N/A N/A N/A 0.0401% Actual/360 No
17 38,000,000 11 166,954 N/A N/A N/A 0.0301% Actual/360 No
18 29,447,474 1 182,574 N/A N/A N/A 0.0601% Actual/360 No
19 28,455,660 11 183,674 N/A N/A N/A 0.0501% Actual/360 No
27,744,849 1 176,618 N/A N/A N/A 0.0301% Actual/360 No
20 13,066,929 1 83,181 N/A N/A N/A 0.0301% Actual/360 No
21 4,385,476 1 27,917 N/A N/A N/A 0.0301% Actual/360 No
22 3,937,979 1 25,068 N/A N/A N/A 0.0301% Actual/360 No
23 3,221,982 1 20,510 N/A N/A N/A 0.0301% Actual/360 No
24 3,132,483 1 19,941 N/A N/A N/A 0.0301% Actual/360 No
25 26,574,199 11 183,872 N/A N/A N/A 0.0301% Actual/360 No
26 28,389,786 1 168,274 N/A N/A N/A 0.0301% Actual/360 No
26,545,223 11 165,481 N/A N/A N/A 0.0701% Actual/360 No
27 7,838,858 11 48,867 N/A N/A N/A 0.0701% Actual/360 No
28 7,126,234 11 44,424 N/A N/A N/A 0.0701% Actual/360 No
29 6,235,455 11 38,871 N/A N/A N/A 0.0701% Actual/360 No
30 5,344,676 11 33,318 N/A N/A N/A 0.0701% Actual/360 No
31 26,499,833 1 164,889 N/A N/A N/A 0.0301% Actual/360 No
32 28,700,000 11 129,125 N/A N/A N/A 0.0301% Actual/360 No
33 26,653,718 1 166,539 N/A N/A N/A 0.0301% Actual/360 No
33.1 N/A N/A N/A
33.2 N/A N/A N/A
34 25,679,446 11 165,813 N/A N/A N/A 0.0301% Actual/360 No
35 22,311,659 1 147,593 N/A N/A N/A 0.0501% Actual/360 No
36 24,758,496 1 151,316 N/A N/A N/A 0.0301% Actual/360 No
36.1 N/A N/A N/A
36.2 N/A N/A N/A
37 20,763,718 1 141,096 N/A N/A N/A 0.0601% Actual/360 No
38 22,263,937 11 134,767 N/A N/A N/A 0.0301% Actual/360 No
39 22,743,788 1 134,521 N/A N/A N/A 0.0301% Actual/360 No
40 20,114,604 1 128,034 N/A N/A N/A 0.0601% Actual/360 No
41 20,113,239 1 126,700 N/A N/A N/A 0.0301% Actual/360 No
42 19,221,666 11 118,612 N/A N/A N/A 0.0701% Actual/360 No
43 18,582,567 11 112,604 N/A N/A N/A 0.0301% Actual/360 No
44 18,718,409 11 117,006 N/A N/A N/A 0.0501% Actual/360 No
45 18,839,486 11 114,325 N/A N/A N/A 0.0301% Actual/360 No
46 18,657,807 11 116,505 N/A N/A N/A 0.0401% Actual/360 No
46.1 N/A N/A N/A
46.2 N/A N/A N/A
47 18,601,859 1 114,614 N/A N/A N/A 0.0301% Actual/360 No
48 20,000,000 1 97,080 N/A N/A N/A 0.0301% Actual/360 No
48.1 N/A N/A N/A
48.2 N/A N/A N/A
49 13,183,647 1 122,818 N/A N/A N/A 0.0401% Actual/360 No
50 16,872,443 11 104,680 N/A N/A N/A 0.0301% Actual/360 No
51 17,672,588 1 108,955 N/A N/A N/A 0.0301% Actual/360 No
52 17,662,717 11 108,417 N/A N/A N/A 0.0301% Actual/360 No
53 16,463,758 11 96,781 N/A N/A N/A 0.0301% Actual/360 No
15,929,937 1 101,379 N/A N/A N/A 0.0301% Actual/360 No
54 5,611,276 1 35,711 N/A N/A N/A 0.0301% Actual/360 No
55 4,170,421 1 26,541 N/A N/A N/A 0.0301% Actual/360 No
56 3,937,738 1 25,060 N/A N/A N/A 0.0301% Actual/360 No
57 2,210,502 1 14,068 N/A N/A N/A 0.0301% Actual/360 No
58 16,100,364 1 99,643 N/A N/A N/A 0.0601% Actual/360 No
59 15,806,097 1 97,186 N/A N/A N/A 0.0301% Actual/360 No
60 15,580,947 1 99,532 N/A N/A N/A 0.0601% Actual/360 No
61 15,293,246 11 92,629 N/A N/A N/A 0.0801% Actual/360 No
62 15,475,448 1 96,915 N/A N/A N/A 0.0301% Actual/360 No
63 13,879,084 1 95,944 N/A N/A N/A 0.0301% Actual/360 No
64 16,200,000 11 75,213 N/A N/A N/A 0.0301% Actual/360 No
65 13,728,948 11 87,412 N/A N/A N/A 0.0401% Actual/360 No
66 10,585,990 11 93,339 N/A N/A N/A 0.0701% Actual/360 No
67 14,453,323 1 90,424 N/A N/A N/A 0.0301% Actual/360 No
68 14,456,059 11 90,749 N/A N/A N/A 0.0301% Actual/360 No
69 11,469,857 11 95,278 N/A N/A N/A 0.0501% Actual/360 No
69.1 N/A N/A N/A
69.2 N/A N/A N/A
69.3 N/A N/A N/A
69.4 N/A N/A N/A
69.5 N/A N/A N/A
70 12,181,637 11 77,920 N/A N/A N/A 0.0301% Actual/360 No
71 14,000,000 1 63,958 N/A N/A N/A 0.0301% Actual/360 No
72 13,387,166 1 79,180 N/A N/A N/A 0.0301% Actual/360 No
73 11,982,008 11 76,126 N/A N/A N/A 0.0301% Actual/360 No
74 12,672,574 11 76,335 N/A N/A N/A 0.0301% Actual/360 No
75 11,864,037 11 76,533 N/A N/A N/A 0.0501% Actual/360 No
76 11,198,125 11 78,506 N/A N/A N/A 0.0301% Actual/360 No
77 11,071,721 11 75,357 N/A N/A N/A 0.0301% Actual/360 No
78 12,072,582 1 73,609 N/A N/A N/A 0.0301% Actual/360 No
79 10,686,270 11 69,787 N/A N/A N/A 0.0501% Actual/360 No
80 11,374,251 11 72,103 N/A N/A N/A 0.0801% Actual/360 No
81 11,007,076 11 72,084 N/A N/A N/A 0.0301% Actual/360 No
82 11,550,202 11 68,099 N/A N/A N/A 0.0301% Actual/360 No
83 10,956,937 11 66,545 N/A N/A N/A 0.0301% Actual/360 No
84 12,000,000 1 58,238 N/A N/A N/A 0.0301% Actual/360 No
85 10,363,960 1 67,853 N/A N/A N/A 0.0301% Actual/360 No
86 9,988,705 11 62,793 N/A N/A N/A 0.0301% Actual/360 No
87 10,127,460 11 62,388 N/A N/A N/A 0.0601% Actual/360 No
88 10,006,721 1 65,373 N/A N/A N/A 0.0601% Actual/360 No
89 9,778,367 11 60,402 N/A N/A N/A 0.0901% Actual/360 No
90 9,688,118 1 64,053 N/A N/A N/A 0.0401% Actual/360 No
91 9,574,087 1 67,908 N/A N/A N/A 0.0301% Actual/360 No
91.1 N/A N/A N/A
91.2 N/A N/A N/A
92 9,247,749 1 61,142 N/A N/A N/A 0.0401% Actual/360 No
93 8,823,271 1 60,942 N/A N/A N/A 0.0701% Actual/360 No
94 9,070,872 11 57,881 N/A N/A N/A 0.0501% Actual/360 No
95 10,300,000 11 45,976 N/A N/A N/A 0.0301% Actual/360 No
96 8,748,451 1 62,152 N/A N/A N/A 0.0901% Actual/360 No
97 9,740,483 1 57,611 N/A N/A N/A 0.0301% Actual/360 No
98 8,536,110 1 60,643 N/A N/A N/A 0.0901% Actual/360 No
99 10,000,000 1 49,089 N/A N/A N/A 0.0301% Actual/360 No
100 9,252,395 11 55,035 N/A N/A N/A 0.0401% Actual/360 No
101 8,662,879 11 53,958 N/A N/A N/A 0.0301% Actual/360 No
102 8,680,297 11 54,449 N/A N/A N/A 0.0701% Actual/360 No
103 8,937,415 1 56,528 N/A N/A N/A 0.0401% Actual/360 No
104 8,325,626 11 55,434 N/A N/A N/A 0.0501% Actual/360 No
105 8,219,377 11 54,538 N/A N/A N/A 0.0301% Actual/360 No
106 7,334,876 1 60,745 N/A N/A N/A 0.0401% Actual/360 No
107 8,577,330 11 49,953 N/A N/A N/A 0.0401% Actual/360 No
108 8,239,443 11 51,829 N/A N/A N/A 0.0301% Actual/360 No
109 6,918,134 11 56,837 N/A N/A N/A 0.0601% Actual/360 No
110 8,242,131 11 49,257 N/A N/A N/A 0.0301% Actual/360 No
111 7,683,599 11 50,232 N/A N/A N/A 0.0901% Actual/360 No
112 7,504,010 11 48,976 N/A N/A N/A 0.0301% Actual/360 No
113 7,344,325 11 44,956 N/A N/A N/A 0.0301% Actual/360 No
114 7,634,969 11 45,480 N/A N/A N/A 0.0301% Actual/360 No
114.1 N/A N/A N/A
114.2 N/A N/A N/A
115 6,871,561 11 46,378 N/A N/A N/A 0.0301% Actual/360 No
116 6,955,053 1 46,551 N/A N/A N/A 0.0701% Actual/360 No
117 7,575,049 1 46,407 N/A N/A N/A 0.0301% Actual/360 No
118 7,263,522 11 45,589 N/A N/A N/A 0.0301% Actual/360 No
119 6,091,378 11 49,199 N/A N/A N/A 0.0501% Actual/360 No
120 5,123,748 11 54,435 N/A N/A N/A 0.0301% Actual/360 No
121 6,585,351 1 46,065 N/A N/A N/A 0.0701% Actual/360 No
122 6,527,657 1 44,611 N/A N/A N/A 0.0301% Actual/360 No
123 6,514,804 11 45,206 N/A N/A N/A 0.0401% Actual/360 No
124 7,500,000 1 36,050 N/A N/A N/A 0.0301% Actual/360 No
125 6,136,126 11 40,693 N/A N/A N/A 0.0301% Actual/360 No
126 6,182,356 11 42,063 N/A N/A N/A 0.0301% Actual/360 No
127 6,424,494 11 41,318 N/A N/A N/A 0.0301% Actual/360 No
128 6,167,992 11 42,450 N/A N/A N/A 0.0301% Actual/360 No
129 4,693,181 1 50,312 N/A N/A N/A 0.0401% Actual/360 No
130 6,732,062 1 41,028 N/A N/A N/A 0.0301% Actual/360 No
131 6,935,543 1 42,983 N/A N/A N/A 0.0301% Actual/360 No
132 6,326,674 1 40,689 N/A N/A N/A 0.0601% Actual/360 No
133 5,929,598 11 37,803 N/A N/A N/A 0.0301% Actual/360 No
134 5,667,375 11 38,312 N/A N/A N/A 0.0301% Actual/360 No
135 5,655,363 11 37,692 N/A N/A N/A 0.0301% Actual/360 Yes
136 5,533,981 11 38,069 N/A N/A N/A 0.0301% Actual/360 Yes
137 5,341,743 11 34,850 N/A N/A N/A 0.0301% Actual/360 No
138 5,896,509 1 35,381 N/A N/A N/A 0.0301% Actual/360 No
139 4,837,450 11 38,137 N/A N/A N/A 0.0301% Actual/360 No
140 5,534,519 1 36,088 N/A N/A N/A 0.0401% Actual/360 No
141 5,567,668 11 34,707 N/A N/A N/A 0.0601% Actual/360 No
142 5,186,095 1 35,398 N/A N/A N/A 0.0301% Actual/360 No
143 5,139,368 11 34,275 N/A N/A N/A 0.0301% Actual/360 No
144 4,807,538 11 32,043 N/A N/A N/A 0.0301% Actual/360 Yes
145 4,831,352 1 33,362 N/A N/A N/A 0.0301% Actual/360 No
146 4,813,389 1 33,663 N/A N/A N/A 0.0401% Actual/360 No
147 4,921,726 11 31,270 N/A N/A N/A 0.0901% Actual/360 No
148 5,016,256 1 32,043 N/A N/A N/A 0.0301% Actual/360 No
149 4,497,047 11 30,991 N/A N/A N/A 0.0301% Actual/360 No
150 4,692,340 11 29,552 N/A N/A N/A 0.0901% Actual/360 No
151 3,444,241 1 36,923 N/A N/A N/A 0.0401% Actual/360 No
152 4,647,833 1 30,259 N/A N/A N/A 0.0901% Actual/360 No
153 4,638,219 11 29,960 N/A N/A N/A 0.0301% Actual/360 No
154 4,023,620 11 32,325 N/A N/A N/A 0.0301% Actual/360 No
155 4,350,867 11 29,131 N/A N/A N/A 0.0901% Actual/360 No
156 4,025,743 1 33,504 N/A N/A N/A 0.0901% Actual/360 No
157 4,328,348 11 30,061 N/A N/A N/A 0.0601% Actual/360 No
158 4,710,840 11 28,156 N/A N/A N/A 0.0301% Actual/360 No
159 4,289,611 1 29,792 N/A N/A N/A 0.0401% Actual/360 No
160 3,868,418 11 32,154 N/A N/A N/A 0.0301% Actual/360 No
161 3,807,111 11 30,749 N/A N/A N/A 0.0801% Actual/360 No
162 3,795,868 11 30,496 N/A N/A N/A 0.0301% Actual/360 No
163 4,020,076 11 27,526 N/A N/A N/A 0.1101% Actual/360 No
164 3,644,034 11 29,276 N/A N/A N/A 0.0301% Actual/360 No
165 4,042,705 1 28,877 N/A N/A N/A 0.0401% Actual/360 No
166 4,052,613 11 25,793 N/A N/A N/A 0.1201% Actual/360 No
167 4,640,000 11 20,621 N/A N/A N/A 0.0301% Actual/360 No
168 3,845,245 1 26,211 N/A N/A N/A 0.0301% Actual/360 No
169 3,878,680 11 27,020 N/A N/A N/A 0.0901% Actual/360 No
170 4,480,000 11 19,910 N/A N/A N/A 0.0301% Actual/360 No
171 3,721,212 1 26,090 N/A N/A N/A 0.0601% Actual/360 No
172 3,896,695 11 23,687 N/A N/A N/A 0.0301% Actual/360 No
173 3,633,988 11 24,012 N/A N/A N/A 0.0901% Actual/360 No
174 3,231,025 11 23,611 N/A N/A N/A 0.0301% Actual/360 No
175 4,200,000 1 20,014 N/A N/A N/A 0.0301% Actual/360 No
176 2,703,890 1 28,986 N/A N/A N/A 0.0401% Actual/360 No
177 3,814,685 1 24,168 N/A N/A N/A 0.0301% Actual/360 No
178 3,418,311 11 23,125 N/A N/A N/A 0.0801% Actual/360 No
179 3,359,964 11 22,803 N/A N/A N/A 0.0501% Actual/360 No
180 3,026,143 11 24,159 N/A N/A N/A 0.0301% Actual/360 No
181 3,478,459 11 21,802 N/A N/A N/A 0.0301% Actual/360 No
182 3,191,894 1 22,031 N/A N/A N/A 0.0901% Actual/360 No
183 3,141,267 1 21,528 N/A N/A N/A 0.0301% Actual/360 No
184 3,152,920 11 21,657 N/A N/A N/A 0.0901% Actual/360 No
185 1,627,346 11 30,268 N/A N/A N/A 0.0901% Actual/360 No
186 2,984,086 1 19,902 N/A N/A N/A 0.0301% Actual/360 No
187 2,940,793 1 20,314 N/A N/A N/A 0.0901% Actual/360 No
188 2,919,488 1 19,785 N/A N/A N/A 0.0301% Actual/360 No
189 2,850,536 11 18,980 N/A N/A N/A 0.0301% Actual/360 No
190 2,734,321 1 18,945 N/A N/A N/A 0.0901% Actual/360 No
191 2,696,030 1 18,715 N/A N/A N/A 0.0301% Actual/360 No
192 2,495,164 1 16,790 N/A N/A N/A 0.0301% Actual/360 No
Revised
ID Rate
- ------ -----------------------------------------------------------------------------------------------
1 N/A
2 N/A
3 N/A
4 N/A
5
6 N/A
7
7.1
7.2
7.3
7.4
N/A
8 N/A
9 N/A
10 N/A
11 N/A
12
13 Greater of (i) 2.0% plus Initial Interest Rate or (ii) Annualized Yield plus 3%
14
15 N/A
15.1 N/A
15.2 N/A
16 N/A
17
18 N/A
19
N/A
20 N/A
21 N/A
22 N/A
23 N/A
24 N/A
25
26 N/A
""" """""""""""""""""""""""""""""""""""""""""""""""
27
28
29
30
31 N/A
32
33 N/A
33.1 N/A
33.2 N/A
34
35 N/A
36 N/A
36.1 N/A
36.2 N/A
37 N/A
38
39 N/A
40 N/A
41 N/A
42
43
44
45
46
46.1
46.2
47 N/A
48 N/A
48.1 N/A
48.2 N/A
49 N/A
50
51 N/A
52
53
N/A
54 N/A
55 N/A
56 N/A
57 N/A
58 N/A
59 N/A
60 N/A
61
62 N/A
63 N/A
64
65
66
67 N/A
68
69
69.1
69.2
69.3
69.4
69.5
70
71 N/A
72 N/A
73
74
75
76
77
78 N/A
79
80
81
82
83
84 N/A
85 N/A
86
87
88 N/A
89
90 N/A
91 N/A
91.1 N/A
91.2 N/A
92 N/A
93 N/A
94
95
96 N/A
97 N/A
98 N/A
99 N/A
100
101
102
103 N/A
104
105
106 N/A
107
108
109
110
111
112
113
114
114.1
114.2
115
116 N/A
117 N/A
118
119
120
121 N/A
122 N/A
123
124 N/A
125
126
127
128
129 N/A
130 N/A
131 N/A
132 N/A
133
134
135 2% plus Initial Interest Rate
136 Greater of: (i) 2.0% plus Initial Interest Rate or (ii) 3.0% plus the annualized Treasury yield
137 2% plus Initial Interest Rate
138 N/A
139
140 N/A
141
142 N/A
143
144 2% plus Initial Interest Rate
145 N/A
146 N/A
147
148 N/A
149
150
151 N/A
152 N/A
153
154
155
156 N/A
157
158
159 N/A
160
161
162
163
164
165 N/A
166
167
168 N/A
169
170
171 N/A
172
173
174
175 N/A
176 N/A
177 N/A
178
179
180
181
182 N/A
183 N/A
184
185
186 N/A
187 N/A
188 N/A
189
190 N/A
191 N/A
192 N/A
Crossed Net
With Loan Group Rentable Area
ID Lockbox (4) Other Loans 1, 2A or 2B SF/Units
- ------ ------------------------------- --------------- ----------- -------------
1 Soft No 2A 3,221
2 Hard No 1 733,459
3 Hard No 1 646,281
4 Hard No 1 290
5 Hard No 1 565,746
6 Hard No 1 304,445
7 Hard No 1 671,759
7.1 353,954
7.2 144,867
7.3 117,212
7.4 55,726
Soft Yes - Beyman 2B 651
8 Soft Yes - Beyman 2B 399
9 Soft Yes - Beyman 2B 252
10 Hard No 1 314,435
11 None No 1 272,827
12 Hard No 1 333,275
13 None at Closing, Springing Hard No 1 321,205
14 Hard No 1 257,280
15 Hard No 1 167,177
15.1 104,092
15.2 63,085
16 None at Closing, Springing Hard No 1 358,385
17 Hard No 1 103,928
18 None No 2B 434
19 None No 1 301,696
Hard Yes - Century 1 520,052
20 Hard Yes - Century 1 225,869
21 Hard Yes - Century 1 48,495
22 Hard Yes - Century 1 33,688
23 Hard Yes - Century 1 94,000
24 Hard Yes - Century 1 118,000
25 None at Closing, Springing Hard No 1 199,458
26 Soft at Closing, Springing Hard No 2B 572
None at Closing, Springing Hard Yes - AG 1 265,459
27 None at Closing, Springing Hard Yes - AG 1 71,983
28 None at Closing, Springing Hard Yes - AG 1 68,164
29 None at Closing, Springing Hard Yes - AG 1 57,084
30 None at Closing, Springing Hard Yes - AG 1 68,228
31 Hard No 1 274,300
32 None No 1 272,942
33 None at Closing, Springing Hard No 2B 649
33.1 349
33.2 300
34 None at Closing, Springing Hard No 2B 360
35 Hard No 1 268,000
36 None at Closing, Springing Hard No 2B 444
36.1 224
36.2 220
37 None at Closing, Springing Hard No 1 117,594
38 None at Closing, Springing Soft No 1 209,200
39 None No 1 360
40 None No 1 181
41 None No 2B 296
42 None at Closing, Springing Hard No 1 61,819
43 None No 1 120,344
44 Hard No 2B 324
45 Soft No 2B 324
46 Hard No 1 167,824
46.1 98,631
46.2 69,193
47 None at Closing, Springing Hard No 2B 416
48 None No 1 103,168
48.1 89,128
48.2 14,040
49 None at Closing, Springing Hard No 1 105,980
50 None No 1 263,055
51 None No 1 85,929
52 None No 1 92,597
53 Hard No 1 101,837
None Yes - Wilkinson 2B 764
54 None Yes - Wilkinson 2B 212
55 None Yes - Wilkinson 2B 236
56 None Yes - Wilkinson 2B 180
57 None Yes - Wilkinson 2B 136
58 None No 1 60,304
59 None No 1 76,625
60 None No 2B 360
61 None No 2B 258
62 Hard No 1 150,000
63 None No 1 105,580
64 None No 1 136,299
65 None at Closing, Springing Hard No 1 103,973
66 None No 1 158,462
67 None No 1 64,211
68 Hard No 1 231,477
69 None No 1 443
69.1 128
69.2 120
69.3 62
69.4 71
69.5 62
70 None at Closing, Springing Hard No 1 88,103
71 None No 1 28,593
72 None No 2B 264
73 None at Closing, Springing Soft No 2B 209
74 None No 1 11,121
75 None No 1 169,026
76 None No 1 55,000
77 Hard No 1 131,252
78 None No 2B 264
79 None No 1 81,332
80 None No 2B 250
81 None at Closing, Springing Hard No 1 30,071
82 None No 2B 256
83 Soft No 2B 466
84 None No 1 95,876
85 Hard No 1 88,183
86 None at Closing, Springing Hard No 1 56,077
87 None at Closing, Springing Hard No 1 86,492
88 None at Closing, Springing Hard No 1 117,176
89 None at Closing, Springing Hard No 1 169,330
90 None No 1 120
91 None No 1 120,318
91.1 84,518
91.2 35,800
92 None No 1 150
93 None at Closing, Springing Hard No 1 61,298
94 None No 2B 337
95 None No 1 80,120
96 None No 1 118
97 None No 1 172
98 None No 1 120
99 None at Closing, Springing Hard No 1 45,890
100 None No 1 79,863
101 None No 2B 288
102 None No 2B 130
103 Hard No 1 64,633
104 None at Closing, Springing Hard No 1 51,800
105 None at Closing, Springing Hard No 1 59,044
106 None No 1 137
107 None No 1 134,548
108 None at Closing, Springing Soft No 1 115,290
109 None No 1 122
110 None at Closing, Springing Hard No 1 128,388
111 None at Closing, Springing Hard No 1 34,025
112 Hard No 1 91,875
113 None at Closing, Springing Hard No 1 129,631
114 None No 1 91,142
114.1 32,602
114.2 58,540
115 None No 1 63,500
116 None No 1 118,871
117 None No 2A 194
118 None at Closing, Springing Hard No 1 75,824
119 None No 1 132
120 None No 1 105
121 None No 2B 130
122 None No 1 34,495
123 None No 1 101,000
124 Hard No 1 110,882
125 None No 2B 160
126 Hard No 1 54,985
127 None at Closing, Springing Hard No 1 42,053
128 None at Closing, Springing Hard No 1 97,007
129 None No 1 1,151
130 None No 2B 120
131 None No 1 250
132 None at Closing, Springing Hard No 1 40,355
133 None at Closing, Springing Hard No 1 20,000
134 None at Closing, Springing Hard No 1 114,198
135 None at Closing, Springing Hard No 1 42,000
136 None at Closing, Springing Hard No 1 94,000
137 None at Closing, Springing Hard No 1 30,519
138 None No 2B 64
139 None No 1 54,025
140 None No 1 63,432
141 None No 1 39,528
142 None No 1 136
143 None No 1 50,640
144 None at Closing, Springing Hard No 1 33,879
145 None No 1 18,500
146 Hard No 1 67,000
147 None No 1 47,165
148 Hard No 1 10,195
149 None at Closing, Springing Hard No 1 54,688
150 None No 1 40,184
151 None No 1 891
152 None No 1 821
153 None at Closing, Springing Hard No 1 28,800
154 None No 1 104
155 None No 1 13,396
156 None No 1 124
157 None at Closing, Springing Hard No 1 33,160
158 None No 1 41,870
159 None No 2B 84
160 None at Closing, Springing Soft No 1 92
161 None No 1 95
162 None No 1 99
163 None at Closing, Springing Hard No 1 9,232
164 None at Closing, Springing Hard No 1 98
165 None No 1 86
166 None at Closing, Springing Hard No 2B 49
167 None No 2B 138
168 None No 1 45,000
169 None No 1 71,880
170 None No 2B 115
171 Soft at Closing, Springing Hard No 1 55,279
172 None No 1 17,120
173 None No 1 72,113
174 None No 1 13,650
175 None at Closing, Springing Hard No 1 16,991
176 None No 1 640
177 None No 1 16,103
178 None No 1 18,054
179 None No 1 31,315
180 None No 1 15,415
181 None No 1 72,000
182 None at Closing, Springing Hard No 1 70,849
183 None No 1 29,096
184 None No 1 12,502
185 None at Closing, Springing Hard No 1 45,859
186 None No 2B 99
187 None No 1 17,671
188 None No 1 30
189 None No 2B 96
190 None No 2B 72
191 Soft No 1 53,219
192 None No 2B 110
Mortgage
Loan
ID Seller (1) City State Zip Code
- ------ ---------- ----------------------- ------- --------
10 PNC Hollywood CA 90028
11 GACC Anaheim CA 92806
12 CGM Cherry Hill NJ 08003
13 CGM East Hartford CT 06108
14 CGM Rockville MD 20850
15 GACC Brisbane CA 94005
15.1 GACC Brisbane CA 94005
15.2 GACC Brisbane CA 94005
16 PNC Bloomingdale IL 60108
17 CGM New York NY 10023
18 PNC Austin TX 78727
19 CGM Phoenix AZ 85021
GACC Memphis TN 38134
20 GACC Memphis TN 38134
21 GACC Memphis TN 38134
22 GACC Memphis TN 38134
23 GACC Memphis TN 38134
24 GACC Memphis TN 38134
25 CGM San Diego CA 92121
26 GACC Albuquerque NM 87114
CGM Various Various Various
27 CGM Auburn WA 98002
28 CGM Vancouver WA 98684
29 CGM Tukwila WA 98168
30 CGM Roseburg OR 97470
31 GACC Springfield MA 01129
32 CGM Saint Louis MO 63117
33 GACC Various TN Various
33.1 GACC Madison TN 37115
33.2 GACC Nashville TN 37214
34 CGM West Lafayette IN 47906
35 PNC Warren MI 48092
36 GACC Various TX Various
36.1 GACC Rockwall TX 75087
36.2 GACC Mesquite TX 75150
37 PNC Chula Vista CA 91910
38 CGM Wappingers Falls NY 12590
39 GACC Greensboro NC 27407
40 PNC Plano TX 75093
41 GACC Virginia Beach VA 23464
42 CGM San Jose CA 95122
43 CGM Pittsburgh PA 15205
44 CGM Tallahassee FL 32312
45 CGM Austell GA 30106
46 CGM Fort Lauderdale FL 33309
46.1 CGM Fort Lauderdale FL 33309
46.2 CGM Fort Lauderdale FL 33309
47 GACC Smyrna GA 30080
48 GACC Alpharetta GA 30022
48.1 GACC Alpharetta GA 30022
48.2 GACC Alpharetta GA 30022
49 PNC Detroit MI 48226
50 CGM Austin TX 78750
51 GACC Dix Hills NY 11731
52 CGM Rochester Hills MI 48307
53 CGM Bowie MD 20716
GACC Various SC Various
54 GACC Greenville SC 29607
55 GACC Greenville SC 29615
56 GACC Anderson SC 29625
57 GACC Anderson SC 29621
58 GACC Hawthorne CA 90250
59 GACC New York NY 10010
60 PNC Memphis TN 38018
61 CGM San Antonio TX 78256
62 GACC Coppell TX 75019
63 GACC Coral Gables FL 33134
64 CGM Charlotte NC 28211
65 CGM Buena Park CA 90620
66 CGM Shelton CT 06484
67 GACC Henderson NV 89014
68 CGM Columbia SC 29204
69 CGM Various Various Various
69.1 CGM Fort Wayne IN 46804
69.2 CGM Fayetteville NC 28312
69.3 CGM Lafayette IN 47905
69.4 CGM Warsaw IN 46582
69.5 CGM Marion IN 46952
70 CGM Orlando FL 32837
71 GACC New York NY 10017
72 GACC Durham NC 27707
73 CGM Ames IA 50010
74 CGM New York NY 10003
75 CGM Colonial Heights VA 23834
76 CGM Aston Township PA 19014
77 CGM Chelmsford MA 01824
78 GACC Charlotte NC 28217
79 CGM Westminster MD 21158
80 CGM Southaven MS 38671
81 CGM Sunnyvale CA 94087
82 CGM New Berlin WI 53151
83 CGM Houston TX 77080
84 GACC Roswell GA 30076
85 GACC Chantilly VA 20151
86 CGM Boynton Beach FL 33437
87 CGM Glendale AZ 85306
88 PNC Tampa FL 33615
89 CGM Bradenton FL 34207
90 PNC Erlanger KY 41018
91 GACC Various TX Various
91.1 GACC Allen TX 75013
91.2 GACC Dallas TX 75220
92 PNC Erlanger KY 41018
93 PNC Ontario CA 91761
94 CGM Monroeville PA 15146
95 CGM Clayton MO 63105
96 PNC Lincolnshire IL 60069
97 GACC Winston-Salem NC 27104
98 PNC Glenview IL 60026
99 GACC Newport Beach CA 92660
100 CGM Martinez CA 94553
101 CGM Haltom City TX 76137
102 CGM South Strabane Township PA 15301
103 PNC Auburn Hills MI 48326
104 CGM Huntington NY 11743
105 CGM New Albany OH 43054
106 PNC Chantilly VA 20151
107 CGM Lakeland FL 33809
108 CGM San Diego CA 92154
109 CGM Newport News VA 23602
110 CGM Hemet CA 92543
111 CGM San Rafael CA 94901
112 CGM Richmond VA 23230
113 CGM Terre Haute IN 47802
114 CGM Various CA Various
114.1 CGM Cathedral City CA 92234
114.2 CGM Palm Desert CA 92211
115 CGM Windham NH 03087
116 PNC Brookfield WI 53005
117 GACC Fairfield OH 45014
118 CGM Lewisville NC 27023
119 CGM Daytona Beach FL 32118
120 CGM Chesapeake VA 23320
121 PNC East Orange NJ 07017
122 GACC Wilmington DE 19803
123 CGM Canoga Park CA 91303
124 GACC Chelmsford MA 01824
125 CGM Henderson NV 89015
126 CGM Littleton NH 03561
127 CGM Boston MA 02108
128 CGM Boston MA 02215
129 PNC Belleville NJ 07109
130 GACC Greenville NC 27834
131 GACC Phoenix AZ 85029
132 PNC Alexandria VA 22314
133 CGM Corona CA 92879
134 CGM Birmingham AL 35209
135 CGM Poughkeepsie NY 12601
136 CGM Lake Zurich IL 60047
137 CGM Menomonee Falls WI 53051
138 GACC Stafford VA 22554
139 CGM Lebanon NJ 08833
140 PNC Savannah GA 31405
141 CGM Creve Coeur MO 63141
142 GACC Greenville NC 27858
143 CGM St. Charles IL 60174
144 CGM Manassas VA 20109
145 GACC Brooklyn NY 11203
146 PNC Cypress CA 90630
147 CGM Moon Township PA 15108
148 GACC New York NY 10016
149 CGM Wausau WI 54401
150 CGM Diamond Bar CA 91765
151 PNC North Brunswick NJ 08982
152 GACC Seattle WA 98125
153 CGM Englewood OH 45315
154 CGM Radford VA 24141
155 CGM Philadelphia PA 19145
156 PNC Lake Oswego OR 97035
157 CGM Whittier CA 90603
158 CGM Fresno CA 93702
159 PNC Newark DE 19711
160 CGM Grasonville MD 21638
161 CGM Daytona Beach FL 32118
162 CGM Leesburg VA 20176
163 CGM Miami Beach FL 33139
164 CGM Staunton VA 24401
165 PNC Tucson AZ 85706
166 CGM Seattle WA 98101
167 CGM Charleston SC 29407
168 GACC Beaver Creek OH 45324
169 CGM Syracuse NY 13212
170 CGM Charleston SC 29407
171 GACC Woods Cross UT 84047
172 CGM Delafield WI 53018
173 CGM Tell City IN 47586
174 CGM Durham NC 27713
175 GACC Las Vegas NV 89128
176 PNC Mountainside NJ 07092
177 GACC Inglewood CA 90304
178 CGM Manchester VT 05254
179 CGM Duluth GA 30096
180 CGM Darien CT 06820
181 CGM Chicago IL 60606
182 PNC Independence MO 64056
183 GACC West Covina CA 91790
184 CGM Fife WA 98424
185 CGM Puyallup WA 98373
186 GACC Mount Kisco NY 10549
187 PNC Mesa AZ 85207
188 GACC Napa CA 94559
189 CGM Grass Valley CA 95945
190 PNC Grand Forks ND 58201
191 GACC Paris TN 38242
192 GACC Brooklyn NY 11229
193 PNC Batavia OH 45103
194 PNC Toms River NJ 08753
195 PNC Columbus IN 47201
196 PNC Hagerstown MD 21742
Cut-off
Interest Original Date Maturity / ARD
ID Address Rate Balance Balance Balance
- ------ -------------------------------------------------------- -------- ---------- ---------- --------------
10 6255 Sunset Boulevard 5.2300% 55,000,000 55,000,000 50,895,648
11 1900 South State College Boulevard 5.6560% 52,000,000 52,000,000 52,000,000
12 101 Woodcrest Road 5.0859% 50,400,000 50,400,000 46,539,410
13 99-101 East River Drive 5.2900% 44,000,000 44,000,000 40,754,001
14 1801 & 1803 Research Boulevard 5.7800% 43,000,000 43,000,000 39,493,219
15 Various 5.7960% 39,625,000 39,625,000 39,625,000
15.1 7000 Marina Boulevard 24,450,000 24,450,000
15.2 5000 Marina Boulevard 15,175,000 15,175,000
16 140-166 S. Gary Avenue 5.6100% 39,000,000 39,000,000 34,960,983
17 2109 Broadway 5.2000% 38,000,000 38,000,000 38,000,000
18 5400 West Parmer Lane 5.2400% 33,100,000 33,100,000 29,447,474
19 2510-2512 West Dunlap Avenue 5.6700% 31,750,000 31,750,000 28,455,660
Various 5.5310% 31,000,000 31,000,000 27,744,849
20 1620, 1640, 1680 Century Center Parkway 5.5310% 14,600,000 14,600,000 13,066,929
21 1610 Century Center Parkway 5.5310% 4,900,000 4,900,000 4,385,476
22 1670 Century Center Parkway 5.5310% 4,400,000 4,400,000 3,937,979
23 1600 Century Center Parkway 5.5310% 3,600,000 3,600,000 3,221,982
24 1590 Century Center Parkway 5.5310% 3,500,000 3,500,000 3,132,483
25 9808 and 9868 Scranton Road 5.9000% 31,000,000 31,000,000 26,574,199
26 10600 Cibola Loop NW 5.1840% 30,700,000 30,700,000 28,389,786
Various 5.3000% 29,800,000 29,800,000 26,545,223
27 1702 Auburn Way North 5.3000% 8,800,000 8,800,000 7,838,858
28 13719 Southeast Mill Plain Boulevard 5.3000% 8,000,000 8,000,000 7,126,234
29 3725 South 144th Street 5.3000% 7,000,000 7,000,000 6,235,455
30 2553 Northwest Stewart Parkway 5.3000% 6,000,000 6,000,000 5,344,676
31 1655 Boston Road (US Route 20) 5.2800% 29,760,000 29,760,000 26,499,833
32 1034 South Brentwood Boulevard 5.3250% 28,700,000 28,700,000 28,700,000
33 Various 5.7300% 28,600,000 28,600,000 26,653,718
33.1 510 Heritage Drive 15,379,661 15,379,661
33.2 3555 Bell Road 13,220,339 13,220,339
34 2053 Willowbrook Drive 5.6900% 28,600,000 28,600,000 25,679,446
35 7500 Tank Avenue 5.1600% 27,000,000 26,845,171 22,311,659
36 Various 5.5000% 26,650,000 26,650,000 24,758,496
36.1 923 Yellow Jacket Lane 13,921,642 13,921,642
36.2 801 Interstate Highway 30 12,728,358 12,728,358
37 503-599 Telegraph Canyon Road 5.5000% 24,850,000 24,850,000 20,763,718
38 1357 Route 9 5.4000% 24,000,000 24,000,000 22,263,937
39 1521 Bridford Parkway 5.4970% 23,700,000 23,700,000 22,743,788
40 5900 Baywater Drive 5.5300% 22,475,000 22,475,000 20,114,604
41 1601 Hiawatha Drive 5.6290% 22,000,000 22,000,000 20,113,239
42 1824 Story Road 5.1880% 21,630,000 21,630,000 19,221,666
43 6511-6541 Steubenville Pike 4.9900% 21,000,000 21,000,000 18,582,567
44 2915 Sharer Road 5.3300% 21,000,000 21,000,000 18,718,409
45 2222 East-West Connector 5.2300% 20,750,000 20,750,000 18,839,486
46 Various 5.5350% 20,440,000 20,440,000 18,657,807
46.1 5300-5310 Northwest 33rd Avenue 11,406,592 11,406,592
46.2 2200 West Commercial Boulevard 9,033,408 9,033,408
47 5000 South Lincoln Trace Avenue 5.5840% 20,000,000 20,000,000 18,601,859
48 3005 Old Alabama Road 5.7450% 20,000,000 20,000,000 20,000,000
48.1 3005 Old Alabama Road 17,214,765 17,214,765
48.2 3005 Old Alabama Road 2,785,235 2,785,235
49 1900 St. Antonie St 5.5000% 20,000,000 19,962,738 13,183,647
50 13729 Research Boulevard 5.0000% 19,500,000 19,500,000 16,872,443
51 1914-1968 Jericho Turnpike 5.5900% 19,000,000 19,000,000 17,672,588
52 1701 East South Boulevard 5.5450% 19,000,000 19,000,000 17,662,717
53 4201 Northview Drive 5.1000% 17,825,000 17,825,000 16,463,758
Various 5.5280% 17,800,000 17,800,000 15,929,937
54 151 Century Drive 5.5280% 6,270,000 6,270,000 5,611,276
55 230 Pelham Road 5.5280% 4,660,000 4,660,000 4,170,421
56 200 Country Club Lane 5.5280% 4,400,000 4,400,000 3,937,738
57 201 Miracle Mile Drive 5.5280% 2,470,000 2,470,000 2,210,502
58 2831-2851-2909 West 120th Street 5.6300% 17,300,000 17,300,000 16,100,364
59 928 Broadway 5.5620% 17,000,000 17,000,000 15,806,097
60 8920 Walnut Grove Road 5.7800% 17,000,000 17,000,000 15,580,947
61 15651 Chase Hill Boulevard 5.2100% 16,850,000 16,850,000 15,293,246
62 1177 Beltline Road 5.7540% 16,600,000 16,600,000 15,475,448
63 150 Alhambra Circle 5.7170% 16,500,000 16,500,000 13,879,084
64 2100 & 2115 Rexford Road 5.4950% 16,200,000 16,200,000 16,200,000
65 5825 & 5955 Lincoln Avenue 5.2950% 15,750,000 15,750,000 13,728,948
66 2 Trap Falls Road 5.6100% 15,800,000 15,684,327 10,585,990
67 601-617 Mall Ring Circle 5.7470% 15,500,000 15,500,000 14,453,323
68 3400 Forest Drive 5.7800% 15,500,000 15,451,536 14,456,059
69 Various 5.9700% 14,830,000 14,743,407 11,469,857
69.1 5775 Coventry Lane 4,445,356 4,419,400
69.2 1957 Cedar Creek Road 3,570,860 3,550,010
69.3 31 Frontage Road 3,097,174 3,079,090
69.4 3328 East Center Street 2,040,491 2,028,577
69.5 1345 North Baldwin Avenue 1,676,118 1,666,331
70 12700 South Orange Blossom Trail 5.0700% 14,400,000 14,400,000 12,181,637
71 145-157 East 42nd Street 5.4070% 14,000,000 14,000,000 14,000,000
72 4655 Hope Valley Road 5.4970% 13,950,000 13,950,000 13,387,166
73 416-616 Billy Sunday Road 5.2700% 13,755,000 13,755,000 11,982,008
74 21 Astor Place 5.3500% 13,670,000 13,670,000 12,672,574
75 3107 Boulevard 5.6800% 13,215,000 13,215,000 11,864,037
76 3400 Concord Road 5.8900% 13,250,000 13,195,758 11,198,125
77 5 Omni Way 5.5150% 13,250,000 13,164,324 11,071,721
78 905 Pineville Point Avenue 5.4750% 13,000,000 13,000,000 12,072,582
79 444 WMC Drive 5.0000% 13,000,000 12,937,156 10,686,270
80 8786 North Creek Boulevard 5.4850% 12,720,000 12,720,000 11,374,251
81 760 East El Camino Real 5.6200% 12,529,000 12,529,000 11,007,076
82 3115 Fountain Square Boulevard 5.1300% 12,500,000 12,500,000 11,550,202
83 8520 Pitner Road 5.0150% 12,375,000 12,375,000 10,956,937
84 2300 Holcomb Bridge Road 5.7440% 12,000,000 12,000,000 12,000,000
85 5160 & 5180 Parkstone Drive 5.6150% 11,800,000 11,800,000 10,363,960
86 6056-6080 Boynton Beach Boulevard 5.1500% 11,500,000 11,500,000 9,988,705
87 5757 West Thunderbird Road 5.1700% 11,400,000 11,400,000 10,127,460
88 10005 West Hillsborough Avenue 5.5900% 11,400,000 11,400,000 10,006,721
89 613-900 Cortez Road West 5.2000% 11,000,000 11,000,000 9,778,367
90 3990 Olympic Boulevard 5.7300% 11,000,000 11,000,000 9,688,118
91 Various 5.9400% 10,600,000 10,581,064 9,574,087
91.1 500 West Bethany Drive 6,200,000 6,188,924
91.2 10003 West Technology Boulevard 4,400,000 4,392,140
92 2811 Circleport Drive 5.7300% 10,500,000 10,500,000 9,247,749
93 3300 E. Guasti Road 5.7000% 10,500,000 10,476,162 8,823,271
94 900 Macbeth Drive 5.3200% 10,400,000 10,400,000 9,070,872
95 8112 Maryland Avenue 5.2830% 10,300,000 10,300,000 10,300,000
96 100 Barclay Blvd 6.0600% 10,300,000 10,277,953 8,748,451
97 400 Magnolia Branch Drive 5.4970% 10,150,000 10,150,000 9,740,483
98 2600 Lehigh Ave 6.0600% 10,050,000 10,028,489 8,536,110
99 4100 MacArthur Boulevard 5.8100% 10,000,000 10,000,000 10,000,000
100 1125-1175 Arnold Drive 5.2200% 10,000,000 10,000,000 9,252,395
101 5600 North Beach Street 5.0450% 10,000,000 10,000,000 8,662,879
102 One Clubhouse Circle 5.1250% 10,000,000 10,000,000 8,680,297
103 3850 Hamlin Rd 5.4600% 10,000,000 10,000,000 8,937,415
104 1815-1819 East Jericho Turnpike 5.2400% 10,050,000 9,981,454 8,325,626
105 7277 Smith's Mill Road 5.5050% 9,600,000 9,600,000 8,219,377
106 4050 Westfax Drive 5.9200% 9,500,000 9,470,625 7,334,876
107 4212-4314 Highway 98 North 5.0050% 9,300,000 9,300,000 8,577,330
108 8851 Kerns Street 5.4000% 9,230,000 9,230,000 8,239,443
109 180 Regal Way 5.7900% 9,000,000 8,971,674 6,918,134
110 501-571 South San Jacinto Street 5.2700% 8,900,000 8,900,000 8,242,131
111 1033 Third Street 5.6000% 8,750,000 8,750,000 7,683,599
112 6600 West Broad Street 5.5800% 8,550,000 8,550,000 7,504,010
113 4650-4700 South US Highway 41 5.1000% 8,280,000 8,280,000 7,344,325
114 Various 5.2350% 8,250,000 8,250,000 7,634,969
114.1 36-405/411, 36-555 Bankside, 36605 Sunair 4,125,000 4,125,000
114.2 77-585 Enfield, 39-740, 39-750, 39-760, 39-770 Garand 4,125,000 4,125,000
115 Route 111- Indian Rock Road 5.4100% 8,250,000 8,222,344 6,871,561
116 13040 & 13100 W. Lisbon 5.6100% 8,100,000 8,100,000 6,955,053
117 5877 Ross Road 5.6950% 8,000,000 8,000,000 7,575,049
118 104-189 Lowes Foods Drive 5.5900% 7,950,000 7,950,000 7,263,522
119 2225 South Atlantic Avenue 5.5150% 8,000,000 7,949,950 6,091,378
120 1560 Crossways Boulevard 5.3300% 8,025,000 7,949,358 5,123,748
121 545 Park Avenue 5.8600% 7,800,000 7,789,485 6,585,351
122 5209 Concord Pike 5.5660% 7,800,000 7,781,899 6,527,657
123 22235 Sherman Way 5.7600% 7,738,000 7,713,714 6,514,804
124 300 Billerica Road 5.6890% 7,500,000 7,500,000 7,500,000
125 525 Harris Street 5.1900% 7,419,000 7,384,371 6,136,126
126 625 Meadow Street 5.5100% 7,400,000 7,367,457 6,182,356
127 44 Bromfield Street 5.4100% 7,350,000 7,350,000 6,424,494
128 1-9 Lansdowne Street, 145 Ipswich Street 5.6550% 7,350,000 7,318,545 6,167,992
129 125 Franklin St 5.5400% 7,290,000 7,255,499 4,693,181
130 2798, 2800, 2804, 2808, 2812, and 2816 Stantonsburg Road 5.4700% 7,250,000 7,250,000 6,732,062
131 2532 West Peoria Avenue 5.9600% 7,200,000 7,200,000 6,935,543
132 1240 & 1250 N. Pitt Street 5.6500% 7,049,000 7,049,000 6,326,674
133 135, 175, & 265 East Ontario Avenue 5.3100% 6,800,000 6,800,000 5,929,598
134 100 Green Springs Highway 5.4300% 6,800,000 6,777,290 5,667,375
135 837 South Road 5.2536% 6,823,000 6,754,436 5,655,363
136 1325 Ensell Road 5.6500% 6,595,000 6,573,866 5,533,981
137 N94 West 16855 Richfield Way 4.9890% 6,500,000 6,446,382 5,341,743
138 190 White Pine Circle 5.2600% 6,400,000 6,400,000 5,896,509
139 1392 US Highway 22 5.1300% 6,440,000 6,387,464 4,837,450
140 5400 Habersham Road 5.5700% 6,307,000 6,307,000 5,534,519
141 12601-12653 Olive Boulevard 5.3000% 6,250,000 6,250,000 5,567,668
142 2419-2473 County Home Road 5.5500% 6,200,000 6,185,574 5,186,095
143 215 5th Avenue 5.2600% 6,200,000 6,171,434 5,139,368
144 10640 Davidson Place 5.2543% 5,800,000 5,741,724 4,807,538
145 5002-5012 Church Avenue 5.6970% 5,750,000 5,736,939 4,831,352
146 10741 Walker Street 5.8600% 5,700,000 5,682,446 4,813,389
147 1132-1136 Thorn Run Road 5.2700% 5,650,000 5,650,000 4,921,726
148 425 Fifth Avenue 5.5700% 5,600,000 5,600,000 5,016,256
149 3300-3400 Rib Mountain Drive 5.3050% 5,500,000 5,473,128 4,497,047
150 3333 South Brea Canyon Road 5.1700% 5,400,000 5,400,000 4,692,340
151 1555 Livingston Avenue 5.5400% 5,350,000 5,324,680 3,444,241
152 3116 NE 130th Street 5.5500% 5,300,000 5,300,000 4,647,833
153 7700-7734 Hoke Road 5.4600% 5,300,000 5,300,000 4,638,219
154 1501 Tyler Avenue 5.4300% 5,300,000 5,250,200 4,023,620
155 2014-24 South Broad Street 5.3100% 5,240,000 5,210,818 4,350,867
156 6100 Southwest Meadows Road 6.0000% 5,200,000 5,184,095 4,025,743
157 15214 Whittier Boulevard 5.7700% 5,140,000 5,128,464 4,328,348
158 3136-3300 East Tulare Avenue 5.2690% 5,088,000 5,088,000 4,710,840
159 400 Wollaston Avenue 5.7700% 5,094,000 5,082,567 4,289,611
160 3101 Main Street 5.9800% 5,000,000 4,970,849 3,868,418
161 2001 South Atlantic Avenue 5.5150% 5,000,000 4,968,719 3,807,111
162 726 East Market Street 5.4300% 5,000,000 4,953,018 3,795,868
163 510 South Ocean Drive 5.5900% 4,800,000 4,779,206 4,020,076
164 1302 Richmond Avenue 5.4300% 4,800,000 4,754,898 3,644,034
165 6955 S. Tucson Blvd 6.1300% 4,750,000 4,739,948 4,042,705
166 1918-1922 1st Avenue 5.2900% 4,650,000 4,650,000 4,052,613
167 1551 Sam Rittenberg Boulevard 5.2600% 4,640,000 4,640,000 4,640,000
168 2907 Centre Drive 5.5320% 4,600,000 4,593,582 3,845,245
169 7282 William Barry Boulevard 5.8100% 4,600,000 4,585,699 3,878,680
170 1515 Ashley River Road 5.2600% 4,480,000 4,480,000 4,480,000
171 750 South 500 West 5.8970% 4,400,000 4,400,000 3,721,212
172 2726-2736 Hillside Drive 5.0250% 4,400,000 4,400,000 3,896,695
173 730 US Highway 66 East 5.1450% 4,400,000 4,369,436 3,633,988
174 6405 Fayetteville Road 5.2800% 4,261,500 4,261,500 3,231,025
175 2100, 2110, & 2120 North Rampart Boulevard 5.6400% 4,200,000 4,200,000 4,200,000
176 1229 Route 22 East 5.5400% 4,200,000 4,180,123 2,703,890
177 10000-10048 Hawthorne Boulevard 5.6760% 4,175,000 4,175,000 3,814,685
178 4757 Main Street 5.4400% 4,100,000 4,069,071 3,418,311
179 3502-3522 Satellite Boulevard 5.4800% 4,025,000 3,994,880 3,359,964
180 14-20 Grove Street 5.3300% 4,000,000 3,980,748 3,026,143
181 215 West Lake Street 5.3600% 3,900,000 3,900,000 3,478,459
182 17911-18011 E. 24 Highway 5.6900% 3,800,000 3,794,786 3,191,894
183 1705 West Garvey Avenue North 5.6000% 3,750,000 3,744,805 3,141,267
184 4716 Pacific Highway East 5.6300% 3,760,000 3,743,833 3,152,920
185 10409 Canyon Road East 5.1100% 3,800,000 3,715,134 1,627,346
186 77 Carpenter Avenue 5.2600% 3,600,000 3,591,216 2,984,086
187 2723-2733 N. Power Rd 5.7000% 3,500,000 3,495,203 2,940,793
188 1802 F Street 5.4600% 3,500,000 3,491,735 2,919,488
189 126 West Berryhill Drive 5.2400% 3,441,000 3,425,087 2,850,536
190 2401 & 2451 36th Ave South 5.7400% 3,250,000 3,242,670 2,734,321
191 1150 Mineral Wells Avenue 5.7700% 3,200,000 3,200,000 2,696,030
192 3165 Norstrand Avenue 5.3700% 3,000,000 2,995,740 2,495,164
193 4486 Timber Glen Drive 5.3300% 2,850,000 2,850,000 2,540,423
194 1929 Rt. 37 East 5.5400% 2,750,000 2,715,098 17,070
195 1455 N. National Rd 6.0400% 2,640,000 2,636,506 2,240,760
196 20014 Rosebank Way 7.0000% 2,470,000 2,465,462 1,678,477
Monthly CTL Tenant Interest
Payment Debt CTL CTL Corporate Credit Administrative Accrual ARD
ID Date Service (3) Tenant Guarantor Rating (S/M) Fee Rate (2) Basis (Yes/No)
- ------ ------- ----------- ------ --------- ---------------- -------------- ---------- --------
10 1 303,031 N/A N/A N/A 0.0401% Actual/360 No
11 1 248,497 N/A N/A N/A 0.0301% Actual/360 No
12 11 273,209 N/A N/A N/A 0.0301% Actual/360 No
13 11 244,061 N/A N/A N/A 0.0301% Actual/360 Yes
14 11 238,862 N/A N/A N/A 0.0301% Actual/360 No
15 1 194,047 N/A N/A N/A 0.0301% Actual/360 No
15.1 N/A N/A N/A
15.2 N/A N/A N/A
16 1 224,137 N/A N/A N/A 0.0401% Actual/360 No
17 11 166,954 N/A N/A N/A 0.0301% Actual/360 No
18 1 182,574 N/A N/A N/A 0.0601% Actual/360 No
19 11 183,674 N/A N/A N/A 0.0501% Actual/360 No
1 176,618 N/A N/A N/A 0.0301% Actual/360 No
20 1 83,181 N/A N/A N/A 0.0301% Actual/360 No
21 1 27,917 N/A N/A N/A 0.0301% Actual/360 No
22 1 25,068 N/A N/A N/A 0.0301% Actual/360 No
23 1 20,510 N/A N/A N/A 0.0301% Actual/360 No
24 1 19,941 N/A N/A N/A 0.0301% Actual/360 No
25 11 183,872 N/A N/A N/A 0.0301% Actual/360 No
26 1 168,274 N/A N/A N/A 0.0301% Actual/360 No
11 165,481 N/A N/A N/A 0.0701% Actual/360 No
27 11 48,867 N/A N/A N/A 0.0701% Actual/360 No
28 11 44,424 N/A N/A N/A 0.0701% Actual/360 No
29 11 38,871 N/A N/A N/A 0.0701% Actual/360 No
30 11 33,318 N/A N/A N/A 0.0701% Actual/360 No
31 1 164,889 N/A N/A N/A 0.0301% Actual/360 No
32 11 129,125 N/A N/A N/A 0.0301% Actual/360 No
33 1 166,539 N/A N/A N/A 0.0301% Actual/360 No
33.1 N/A N/A N/A
33.2 N/A N/A N/A
34 11 165,813 N/A N/A N/A 0.0301% Actual/360 No
35 1 147,593 N/A N/A N/A 0.0501% Actual/360 No
36 1 151,316 N/A N/A N/A 0.0301% Actual/360 No
36.1 N/A N/A N/A
36.2 N/A N/A N/A
37 1 141,096 N/A N/A N/A 0.0601% Actual/360 No
38 11 134,767 N/A N/A N/A 0.0301% Actual/360 No
39 1 134,521 N/A N/A N/A 0.0301% Actual/360 No
40 1 128,034 N/A N/A N/A 0.0601% Actual/360 No
41 1 126,700 N/A N/A N/A 0.0301% Actual/360 No
42 11 118,612 N/A N/A N/A 0.0701% Actual/360 No
43 11 112,604 N/A N/A N/A 0.0301% Actual/360 No
44 11 117,006 N/A N/A N/A 0.0501% Actual/360 No
45 11 114,325 N/A N/A N/A 0.0301% Actual/360 No
46 11 116,505 N/A N/A N/A 0.0401% Actual/360 No
46.1 N/A N/A N/A
46.2 N/A N/A N/A
47 1 114,614 N/A N/A N/A 0.0301% Actual/360 No
48 1 97,080 N/A N/A N/A 0.0301% Actual/360 No
48.1 N/A N/A N/A
48.2 N/A N/A N/A
49 1 122,818 N/A N/A N/A 0.0401% Actual/360 No
50 11 104,680 N/A N/A N/A 0.0301% Actual/360 No
51 1 108,955 N/A N/A N/A 0.0301% Actual/360 No
52 11 108,417 N/A N/A N/A 0.0301% Actual/360 No
53 11 96,781 N/A N/A N/A 0.0301% Actual/360 No
1 101,379 N/A N/A N/A 0.0301% Actual/360 No
54 1 35,711 N/A N/A N/A 0.0301% Actual/360 No
55 1 26,541 N/A N/A N/A 0.0301% Actual/360 No
56 1 25,060 N/A N/A N/A 0.0301% Actual/360 No
57 1 14,068 N/A N/A N/A 0.0301% Actual/360 No
58 1 99,643 N/A N/A N/A 0.0601% Actual/360 No
59 1 97,186 N/A N/A N/A 0.0301% Actual/360 No
60 1 99,532 N/A N/A N/A 0.0601% Actual/360 No
61 11 92,629 N/A N/A N/A 0.0801% Actual/360 No
62 1 96,915 N/A N/A N/A 0.0301% Actual/360 No
63 1 95,944 N/A N/A N/A 0.0301% Actual/360 No
64 11 75,213 N/A N/A N/A 0.0301% Actual/360 No
65 11 87,412 N/A N/A N/A 0.0401% Actual/360 No
66 11 93,339 N/A N/A N/A 0.0701% Actual/360 No
67 1 90,424 N/A N/A N/A 0.0301% Actual/360 No
68 11 90,749 N/A N/A N/A 0.0301% Actual/360 No
69 11 95,278 N/A N/A N/A 0.0501% Actual/360 No
69.1 N/A N/A N/A
69.2 N/A N/A N/A
69.3 N/A N/A N/A
69.4 N/A N/A N/A
69.5 N/A N/A N/A
70 11 77,920 N/A N/A N/A 0.0301% Actual/360 No
71 1 63,958 N/A N/A N/A 0.0301% Actual/360 No
72 1 79,180 N/A N/A N/A 0.0301% Actual/360 No
73 11 76,126 N/A N/A N/A 0.0301% Actual/360 No
74 11 76,335 N/A N/A N/A 0.0301% Actual/360 No
75 11 76,533 N/A N/A N/A 0.0501% Actual/360 No
76 11 78,506 N/A N/A N/A 0.0301% Actual/360 No
77 11 75,357 N/A N/A N/A 0.0301% Actual/360 No
78 1 73,609 N/A N/A N/A 0.0301% Actual/360 No
79 11 69,787 N/A N/A N/A 0.0501% Actual/360 No
80 11 72,103 N/A N/A N/A 0.0801% Actual/360 No
81 11 72,084 N/A N/A N/A 0.0301% Actual/360 No
82 11 68,099 N/A N/A N/A 0.0301% Actual/360 No
83 11 66,545 N/A N/A N/A 0.0301% Actual/360 No
84 1 58,238 N/A N/A N/A 0.0301% Actual/360 No
85 1 67,853 N/A N/A N/A 0.0301% Actual/360 No
86 11 62,793 N/A N/A N/A 0.0301% Actual/360 No
87 11 62,388 N/A N/A N/A 0.0601% Actual/360 No
88 1 65,373 N/A N/A N/A 0.0601% Actual/360 No
89 11 60,402 N/A N/A N/A 0.0901% Actual/360 No
90 1 64,053 N/A N/A N/A 0.0401% Actual/360 No
91 1 67,908 N/A N/A N/A 0.0301% Actual/360 No
91.1 N/A N/A N/A
91.2 N/A N/A N/A
92 1 61,142 N/A N/A N/A 0.0401% Actual/360 No
93 1 60,942 N/A N/A N/A 0.0701% Actual/360 No
94 11 57,881 N/A N/A N/A 0.0501% Actual/360 No
95 11 45,976 N/A N/A N/A 0.0301% Actual/360 No
96 1 62,152 N/A N/A N/A 0.0901% Actual/360 No
97 1 57,611 N/A N/A N/A 0.0301% Actual/360 No
98 1 60,643 N/A N/A N/A 0.0901% Actual/360 No
99 1 49,089 N/A N/A N/A 0.0301% Actual/360 No
100 11 55,035 N/A N/A N/A 0.0401% Actual/360 No
101 11 53,958 N/A N/A N/A 0.0301% Actual/360 No
102 11 54,449 N/A N/A N/A 0.0701% Actual/360 No
103 1 56,528 N/A N/A N/A 0.0401% Actual/360 No
104 11 55,434 N/A N/A N/A 0.0501% Actual/360 No
105 11 54,538 N/A N/A N/A 0.0301% Actual/360 No
106 1 60,745 N/A N/A N/A 0.0401% Actual/360 No
107 11 49,953 N/A N/A N/A 0.0401% Actual/360 No
108 11 51,829 N/A N/A N/A 0.0301% Actual/360 No
109 11 56,837 N/A N/A N/A 0.0601% Actual/360 No
110 11 49,257 N/A N/A N/A 0.0301% Actual/360 No
111 11 50,232 N/A N/A N/A 0.0901% Actual/360 No
112 11 48,976 N/A N/A N/A 0.0301% Actual/360 No
113 11 44,956 N/A N/A N/A 0.0301% Actual/360 No
114 11 45,480 N/A N/A N/A 0.0301% Actual/360 No
114.1 N/A N/A N/A
114.2 N/A N/A N/A
115 11 46,378 N/A N/A N/A 0.0301% Actual/360 No
116 1 46,551 N/A N/A N/A 0.0701% Actual/360 No
117 1 46,407 N/A N/A N/A 0.0301% Actual/360 No
118 11 45,589 N/A N/A N/A 0.0301% Actual/360 No
119 11 49,199 N/A N/A N/A 0.0501% Actual/360 No
120 11 54,435 N/A N/A N/A 0.0301% Actual/360 No
121 1 46,065 N/A N/A N/A 0.0701% Actual/360 No
122 1 44,611 N/A N/A N/A 0.0301% Actual/360 No
123 11 45,206 N/A N/A N/A 0.0401% Actual/360 No
124 1 36,050 N/A N/A N/A 0.0301% Actual/360 No
125 11 40,693 N/A N/A N/A 0.0301% Actual/360 No
126 11 42,063 N/A N/A N/A 0.0301% Actual/360 No
127 11 41,318 N/A N/A N/A 0.0301% Actual/360 No
128 11 42,450 N/A N/A N/A 0.0301% Actual/360 No
129 1 50,312 N/A N/A N/A 0.0401% Actual/360 No
130 1 41,028 N/A N/A N/A 0.0301% Actual/360 No
131 1 42,983 N/A N/A N/A 0.0301% Actual/360 No
132 1 40,689 N/A N/A N/A 0.0601% Actual/360 No
133 11 37,803 N/A N/A N/A 0.0301% Actual/360 No
134 11 38,312 N/A N/A N/A 0.0301% Actual/360 No
135 11 37,692 N/A N/A N/A 0.0301% Actual/360 Yes
136 11 38,069 N/A N/A N/A 0.0301% Actual/360 Yes
137 11 34,850 N/A N/A N/A 0.0301% Actual/360 No
138 1 35,381 N/A N/A N/A 0.0301% Actual/360 No
139 11 38,137 N/A N/A N/A 0.0301% Actual/360 No
140 1 36,088 N/A N/A N/A 0.0401% Actual/360 No
141 11 34,707 N/A N/A N/A 0.0601% Actual/360 No
142 1 35,398 N/A N/A N/A 0.0301% Actual/360 No
143 11 34,275 N/A N/A N/A 0.0301% Actual/360 No
144 11 32,043 N/A N/A N/A 0.0301% Actual/360 Yes
145 1 33,362 N/A N/A N/A 0.0301% Actual/360 No
146 1 33,663 N/A N/A N/A 0.0401% Actual/360 No
147 11 31,270 N/A N/A N/A 0.0901% Actual/360 No
148 1 32,043 N/A N/A N/A 0.0301% Actual/360 No
149 11 30,991 N/A N/A N/A 0.0301% Actual/360 No
150 11 29,552 N/A N/A N/A 0.0901% Actual/360 No
151 1 36,923 N/A N/A N/A 0.0401% Actual/360 No
152 1 30,259 N/A N/A N/A 0.0901% Actual/360 No
153 11 29,960 N/A N/A N/A 0.0301% Actual/360 No
154 11 32,325 N/A N/A N/A 0.0301% Actual/360 No
155 11 29,131 N/A N/A N/A 0.0901% Actual/360 No
156 1 33,504 N/A N/A N/A 0.0901% Actual/360 No
157 11 30,061 N/A N/A N/A 0.0601% Actual/360 No
158 11 28,156 N/A N/A N/A 0.0301% Actual/360 No
159 1 29,792 N/A N/A N/A 0.0401% Actual/360 No
160 11 32,154 N/A N/A N/A 0.0301% Actual/360 No
161 11 30,749 N/A N/A N/A 0.0801% Actual/360 No
162 11 30,496 N/A N/A N/A 0.0301% Actual/360 No
163 11 27,526 N/A N/A N/A 0.1101% Actual/360 No
164 11 29,276 N/A N/A N/A 0.0301% Actual/360 No
165 1 28,877 N/A N/A N/A 0.0401% Actual/360 No
166 11 25,793 N/A N/A N/A 0.1201% Actual/360 No
167 11 20,621 N/A N/A N/A 0.0301% Actual/360 No
168 1 26,211 N/A N/A N/A 0.0301% Actual/360 No
169 11 27,020 N/A N/A N/A 0.0901% Actual/360 No
170 11 19,910 N/A N/A N/A 0.0301% Actual/360 No
171 1 26,090 N/A N/A N/A 0.0601% Actual/360 No
172 11 23,687 N/A N/A N/A 0.0301% Actual/360 No
173 11 24,012 N/A N/A N/A 0.0901% Actual/360 No
174 11 23,611 N/A N/A N/A 0.0301% Actual/360 No
175 1 20,014 N/A N/A N/A 0.0301% Actual/360 No
176 1 28,986 N/A N/A N/A 0.0401% Actual/360 No
177 1 24,168 N/A N/A N/A 0.0301% Actual/360 No
178 11 23,125 N/A N/A N/A 0.0801% Actual/360 No
179 11 22,803 N/A N/A N/A 0.0501% Actual/360 No
180 11 24,159 N/A N/A N/A 0.0301% Actual/360 No
181 11 21,802 N/A N/A N/A 0.0301% Actual/360 No
182 1 22,031 N/A N/A N/A 0.0901% Actual/360 No
183 1 21,528 N/A N/A N/A 0.0301% Actual/360 No
184 11 21,657 N/A N/A N/A 0.0901% Actual/360 No
185 11 30,268 N/A N/A N/A 0.0901% Actual/360 No
186 1 19,902 N/A N/A N/A 0.0301% Actual/360 No
187 1 20,314 N/A N/A N/A 0.0901% Actual/360 No
188 1 19,785 N/A N/A N/A 0.0301% Actual/360 No
189 11 18,980 N/A N/A N/A 0.0301% Actual/360 No
190 1 18,945 N/A N/A N/A 0.0901% Actual/360 No
191 1 18,715 N/A N/A N/A 0.0301% Actual/360 No
192 1 16,790 N/A N/A N/A 0.0301% Actual/360 No
193 1 15,879 N/A N/A N/A 0.0401% Actual/360 No
194 1 29,899 N/A N/A N/A 0.0401% Actual/360 No
195 1 15,896 N/A N/A N/A 0.0401% Actual/360 No
196 1 16,433 N/A N/A N/A 0.0401% Actual/360 No
Revised
ID Rate
- ------ -----------------------------------------------------------------------------------------------
10 N/A
11 N/A
12
13 Greater of (i) 2.0% plus Initial Interest Rate or (ii) Annualized Yield plus 3%
14
15 N/A
15.1 N/A
15.2 N/A
16 N/A
17
18 N/A
19
N/A
20 N/A
21 N/A
22 N/A
23 N/A
24 N/A
25
26 N/A
27
28
29
30
31 N/A
32
33 N/A
33.1 N/A
33.2 N/A
34
35 N/A
36 N/A
36.1 N/A
36.2 N/A
37 N/A
38
39 N/A
40 N/A
41 N/A
42
43
44
45
46
46.1
46.2
47 N/A
48 N/A
48.1 N/A
48.2 N/A
49 N/A
50
51 N/A
52
53
N/A
54 N/A
55 N/A
56 N/A
57 N/A
58 N/A
59 N/A
60 N/A
61
62 N/A
63 N/A
64
65
66
67 N/A
68
69
69.1
69.2
69.3
69.4
69.5
70
71 N/A
72 N/A
73
74
75
76
77
78 N/A
79
80
81
82
83
84 N/A
85 N/A
86
87
88 N/A
89
90 N/A
91 N/A
91.1 N/A
91.2 N/A
92 N/A
93 N/A
94
95
96 N/A
97 N/A
98 N/A
99 N/A
100
101
102
103 N/A
104
105
106 N/A
107
108
109
110
111
112
113
114
114.1
114.2
115
116 N/A
117 N/A
118
119
120
121 N/A
122 N/A
123
124 N/A
125
126
127
128
129 N/A
130 N/A
131 N/A
132 N/A
133
134
135 2% plus Initial Interest Rate
136 Greater of: (i) 2.0% plus Initial Interest Rate or (ii) 3.0% plus the annualized Treasury yield
137 2% plus Initial Interest Rate
138 N/A
139
140 N/A
141
142 N/A
143
144 2% plus Initial Interest Rate
145 N/A
146 N/A
147
148 N/A
149
150
151 N/A
152 N/A
153
154
155
156 N/A
157
158
159 N/A
160
161
162
163
164
165 N/A
166
167
168 N/A
169
170
171 N/A
172
173
174
175 N/A
176 N/A
177 N/A
178
179
180
181
182 N/A
183 N/A
184
185
186 N/A
187 N/A
188 N/A
189
190 N/A
191 N/A
192 N/A
193 N/A
194 N/A
195 N/A
196 N/A
Crossed Net
With Loan Group Rentable Area
ID Lockbox (4) Other Loans 1, 2A or 2B SF/Units
- ------ ------------------------------- --------------- ----------- -------------
10 Hard No 1 314,435
11 None No 1 272,827
12 Hard No 1 333,275
13 None at Closing, Springing Hard No 1 321,205
14 Hard No 1 257,280
15 Hard No 1 167,177
15.1 104,092
15.2 63,085
16 None at Closing, Springing Hard No 1 358,385
17 Hard No 1 103,928
18 None No 2B 434
19 None No 1 301,696
Hard Yes - Century 1 520,052
20 Hard Yes - Century 1 225,869
21 Hard Yes - Century 1 48,495
22 Hard Yes - Century 1 33,688
23 Hard Yes - Century 1 94,000
24 Hard Yes - Century 1 118,000
25 None at Closing, Springing Hard No 1 199,458
26 Soft at Closing, Springing Hard No 2B 572
None at Closing, Springing Hard Yes - AG 1 265,459
27 None at Closing, Springing Hard Yes - AG 1 71,983
28 None at Closing, Springing Hard Yes - AG 1 68,164
29 None at Closing, Springing Hard Yes - AG 1 57,084
30 None at Closing, Springing Hard Yes - AG 1 68,228
31 Hard No 1 274,300
32 None No 1 272,942
33 None at Closing, Springing Hard No 2B 649
33.1 349
33.2 300
34 None at Closing, Springing Hard No 2B 360
35 Hard No 1 268,000
36 None at Closing, Springing Hard No 2B 444
36.1 224
36.2 220
37 None at Closing, Springing Hard No 1 117,594
38 None at Closing, Springing Soft No 1 209,200
39 None No 1 360
40 None No 1 181
41 None No 2B 296
42 None at Closing, Springing Hard No 1 61,819
43 None No 1 120,344
44 Hard No 2B 324
45 Soft No 2B 324
46 Hard No 1 167,824
46.1 98,631
46.2 69,193
47 None at Closing, Springing Hard No 2B 416
48 None No 1 103,168
48.1 89,128
48.2 14,040
49 None at Closing, Springing Hard No 1 105,980
50 None No 1 263,055
51 None No 1 85,929
52 None No 1 92,597
53 Hard No 1 101,837
None Yes - Wilkinson 2B 764
54 None Yes - Wilkinson 2B 212
55 None Yes - Wilkinson 2B 236
56 None Yes - Wilkinson 2B 180
57 None Yes - Wilkinson 2B 136
58 None No 1 60,304
59 None No 1 76,625
60 None No 2B 360
61 None No 2B 258
62 Hard No 1 150,000
63 None No 1 105,580
64 None No 1 136,299
65 None at Closing, Springing Hard No 1 103,973
66 None No 1 158,462
67 None No 1 64,211
68 Hard No 1 231,477
69 None No 1 443
69.1 128
69.2 120
69.3 62
69.4 71
69.5 62
70 None at Closing, Springing Hard No 1 88,103
71 None No 1 28,593
72 None No 2B 264
73 None at Closing, Springing Soft No 2B 209
74 None No 1 11,121
75 None No 1 169,026
76 None No 1 55,000
77 Hard No 1 131,252
78 None No 2B 264
79 None No 1 81,332
80 None No 2B 250
81 None at Closing, Springing Hard No 1 30,071
82 None No 2B 256
83 Soft No 2B 466
84 None No 1 95,876
85 Hard No 1 88,183
86 None at Closing, Springing Hard No 1 56,077
87 None at Closing, Springing Hard No 1 86,492
88 None at Closing, Springing Hard No 1 117,176
89 None at Closing, Springing Hard No 1 169,330
90 None No 1 120
91 None No 1 120,318
91.1 84,518
91.2 35,800
92 None No 1 150
93 None at Closing, Springing Hard No 1 61,298
94 None No 2B 337
95 None No 1 80,120
96 None No 1 118
97 None No 1 172
98 None No 1 120
99 None at Closing, Springing Hard No 1 45,890
100 None No 1 79,863
101 None No 2B 288
102 None No 2B 130
103 Hard No 1 64,633
104 None at Closing, Springing Hard No 1 51,800
105 None at Closing, Springing Hard No 1 59,044
106 None No 1 137
107 None No 1 134,548
108 None at Closing, Springing Soft No 1 115,290
109 None No 1 122
110 None at Closing, Springing Hard No 1 128,388
111 None at Closing, Springing Hard No 1 34,025
112 Hard No 1 91,875
113 None at Closing, Springing Hard No 1 129,631
114 None No 1 91,142
114.1 32,602
114.2 58,540
115 None No 1 63,500
116 None No 1 118,871
117 None No 2A 194
118 None at Closing, Springing Hard No 1 75,824
119 None No 1 132
120 None No 1 105
121 None No 2B 130
122 None No 1 34,495
123 None No 1 101,000
124 Hard No 1 110,882
125 None No 2B 160
126 Hard No 1 54,985
127 None at Closing, Springing Hard No 1 42,053
128 None at Closing, Springing Hard No 1 97,007
129 None No 1 1,151
130 None No 2B 120
131 None No 1 250
132 None at Closing, Springing Hard No 1 40,355
133 None at Closing, Springing Hard No 1 20,000
134 None at Closing, Springing Hard No 1 114,198
135 None at Closing, Springing Hard No 1 42,000
136 None at Closing, Springing Hard No 1 94,000
137 None at Closing, Springing Hard No 1 30,519
138 None No 2B 64
139 None No 1 54,025
140 None No 1 63,432
141 None No 1 39,528
142 None No 1 136
143 None No 1 50,640
144 None at Closing, Springing Hard No 1 33,879
145 None No 1 18,500
146 Hard No 1 67,000
147 None No 1 47,165
148 Hard No 1 10,195
149 None at Closing, Springing Hard No 1 54,688
150 None No 1 40,184
151 None No 1 891
152 None No 1 821
153 None at Closing, Springing Hard No 1 28,800
154 None No 1 104
155 None No 1 13,396
156 None No 1 124
157 None at Closing, Springing Hard No 1 33,160
158 None No 1 41,870
159 None No 2B 84
160 None at Closing, Springing Soft No 1 92
161 None No 1 95
162 None No 1 99
163 None at Closing, Springing Hard No 1 9,232
164 None at Closing, Springing Hard No 1 98
165 None No 1 86
166 None at Closing, Springing Hard No 2B 49
167 None No 2B 138
168 None No 1 45,000
169 None No 1 71,880
170 None No 2B 115
171 Soft at Closing, Springing Hard No 1 55,279
172 None No 1 17,120
173 None No 1 72,113
174 None No 1 13,650
175 None at Closing, Springing Hard No 1 16,991
176 None No 1 640
177 None No 1 16,103
178 None No 1 18,054
179 None No 1 31,315
180 None No 1 15,415
181 None No 1 72,000
182 None at Closing, Springing Hard No 1 70,849
183 None No 1 29,096
184 None No 1 12,502
185 None at Closing, Springing Hard No 1 45,859
186 None No 2B 99
187 None No 1 17,671
188 None No 1 30
189 None No 2B 96
190 None No 2B 72
191 Soft No 1 53,219
192 None No 2B 110
193 None No 2B 72
194 None No 1 756
195 None at Closing, Springing Hard No 1 18,000
196 None No 2B 120
Mortgage
Loan
ID Seller (1) City State Zip Code
- ------ ---------- ----------------------- ------- --------
5 CGM Spokane WA 99201
6 GACC Woodbury MN 55125
7 CGM Various PA Various
7.1 CGM Harrisburg PA 17112
7.2 CGM Harrisburg PA 17110
7.3 CGM Mechanicsburg PA 17055
7.4 CGM Harrisburg PA 17112
GACC Various Various Various
8 GACC Phoenix AZ 85012
9 GACC Germantown TN 38138
10 PNC Hollywood CA 90028
11 GACC Anaheim CA 92806
12 CGM Cherry Hill NJ 08003
13 CGM East Hartford CT 06108
14 CGM Rockville MD 20850
15 GACC Brisbane CA 94005
15.1 GACC Brisbane CA 94005
15.2 GACC Brisbane CA 94005
16 PNC Bloomingdale IL 60108
17 CGM New York NY 10023
18 PNC Austin TX 78727
19 CGM Phoenix AZ 85021
GACC Memphis TN 38134
20 GACC Memphis TN 38134
21 GACC Memphis TN 38134
22 GACC Memphis TN 38134
23 GACC Memphis TN 38134
24 GACC Memphis TN 38134
25 CGM San Diego CA 92121
26 GACC Albuquerque NM 87114
CGM Various Various Various
27 CGM Auburn WA 98002
28 CGM Vancouver WA 98684
29 CGM Tukwila WA 98168
30 CGM Roseburg OR 97470
31 GACC Springfield MA 01129
32 CGM Saint Louis MO 63117
33 GACC Various TN Various
33.1 GACC Madison TN 37115
33.2 GACC Nashville TN 37214
34 CGM West Lafayette IN 47906
35 PNC Warren MI 48092
36 GACC Various TX Various
36.1 GACC Rockwall TX 75087
36.2 GACC Mesquite TX 75150
37 PNC Chula Vista CA 91910
38 CGM Wappingers Falls NY 12590
39 GACC Greensboro NC 27407
40 PNC Plano TX 75093
41 GACC Virginia Beach VA 23464
42 CGM San Jose CA 95122
43 CGM Pittsburgh PA 15205
44 CGM Tallahassee FL 32312
45 CGM Austell GA 30106
46 CGM Fort Lauderdale FL 33309
46.1 CGM Fort Lauderdale FL 33309
46.2 CGM Fort Lauderdale FL 33309
47 GACC Smyrna GA 30080
48 GACC Alpharetta GA 30022
48.1 GACC Alpharetta GA 30022
48.2 GACC Alpharetta GA 30022
49 PNC Detroit MI 48226
50 CGM Austin TX 78750
51 GACC Dix Hills NY 11731
52 CGM Rochester Hills MI 48307
53 CGM Bowie MD 20716
GACC Various SC Various
54 GACC Greenville SC 29607
55 GACC Greenville SC 29615
56 GACC Anderson SC 29625
57 GACC Anderson SC 29621
58 GACC Hawthorne CA 90250
59 GACC New York NY 10010
60 PNC Memphis TN 38018
61 CGM San Antonio TX 78256
62 GACC Coppell TX 75019
63 GACC Coral Gables FL 33134
64 CGM Charlotte NC 28211
65 CGM Buena Park CA 90620
66 CGM Shelton CT 06484
67 GACC Henderson NV 89014
68 CGM Columbia SC 29204
69 CGM Various Various Various
69.1 CGM Fort Wayne IN 46804
69.2 CGM Fayetteville NC 28312
69.3 CGM Lafayette IN 47905
69.4 CGM Warsaw IN 46582
69.5 CGM Marion IN 46952
70 CGM Orlando FL 32837
71 GACC New York NY 10017
72 GACC Durham NC 27707
73 CGM Ames IA 50010
74 CGM New York NY 10003
75 CGM Colonial Heights VA 23834
76 CGM Aston Township PA 19014
77 CGM Chelmsford MA 01824
78 GACC Charlotte NC 28217
79 CGM Westminster MD 21158
80 CGM Southaven MS 38671
81 CGM Sunnyvale CA 94087
82 CGM New Berlin WI 53151
83 CGM Houston TX 77080
84 GACC Roswell GA 30076
85 GACC Chantilly VA 20151
86 CGM Boynton Beach FL 33437
87 CGM Glendale AZ 85306
88 PNC Tampa FL 33615
89 CGM Bradenton FL 34207
90 PNC Erlanger KY 41018
91 GACC Various TX Various
91.1 GACC Allen TX 75013
91.2 GACC Dallas TX 75220
92 PNC Erlanger KY 41018
93 PNC Ontario CA 91761
94 CGM Monroeville PA 15146
95 CGM Clayton MO 63105
96 PNC Lincolnshire IL 60069
97 GACC Winston-Salem NC 27104
98 PNC Glenview IL 60026
99 GACC Newport Beach CA 92660
100 CGM Martinez CA 94553
101 CGM Haltom City TX 76137
102 CGM South Strabane Township PA 15301
103 PNC Auburn Hills MI 48326
104 CGM Huntington NY 11743
105 CGM New Albany OH 43054
106 PNC Chantilly VA 20151
107 CGM Lakeland FL 33809
108 CGM San Diego CA 92154
109 CGM Newport News VA 23602
110 CGM Hemet CA 92543
111 CGM San Rafael CA 94901
112 CGM Richmond VA 23230
113 CGM Terre Haute IN 47802
114 CGM Various CA Various
114.1 CGM Cathedral City CA 92234
114.2 CGM Palm Desert CA 92211
115 CGM Windham NH 03087
116 PNC Brookfield WI 53005
117 GACC Fairfield OH 45014
118 CGM Lewisville NC 27023
119 CGM Daytona Beach FL 32118
120 CGM Chesapeake VA 23320
121 PNC East Orange NJ 07017
122 GACC Wilmington DE 19803
123 CGM Canoga Park CA 91303
124 GACC Chelmsford MA 01824
125 CGM Henderson NV 89015
126 CGM Littleton NH 03561
127 CGM Boston MA 02108
128 CGM Boston MA 02215
129 PNC Belleville NJ 07109
130 GACC Greenville NC 27834
131 GACC Phoenix AZ 85029
132 PNC Alexandria VA 22314
133 CGM Corona CA 92879
134 CGM Birmingham AL 35209
135 CGM Poughkeepsie NY 12601
136 CGM Lake Zurich IL 60047
137 CGM Menomonee Falls WI 53051
138 GACC Stafford VA 22554
139 CGM Lebanon NJ 08833
140 PNC Savannah GA 31405
141 CGM Creve Coeur MO 63141
142 GACC Greenville NC 27858
143 CGM St. Charles IL 60174
144 CGM Manassas VA 20109
145 GACC Brooklyn NY 11203
146 PNC Cypress CA 90630
147 CGM Moon Township PA 15108
148 GACC New York NY 10016
149 CGM Wausau WI 54401
150 CGM Diamond Bar CA 91765
151 PNC North Brunswick NJ 08982
152 GACC Seattle WA 98125
153 CGM Englewood OH 45315
154 CGM Radford VA 24141
155 CGM Philadelphia PA 19145
156 PNC Lake Oswego OR 97035
157 CGM Whittier CA 90603
158 CGM Fresno CA 93702
159 PNC Newark DE 19711
160 CGM Grasonville MD 21638
161 CGM Daytona Beach FL 32118
162 CGM Leesburg VA 20176
163 CGM Miami Beach FL 33139
164 CGM Staunton VA 24401
165 PNC Tucson AZ 85706
166 CGM Seattle WA 98101
167 CGM Charleston SC 29407
168 GACC Beaver Creek OH 45324
169 CGM Syracuse NY 13212
170 CGM Charleston SC 29407
171 GACC Woods Cross UT 84047
172 CGM Delafield WI 53018
173 CGM Tell City IN 47586
174 CGM Durham NC 27713
175 GACC Las Vegas NV 89128
176 PNC Mountainside NJ 07092
177 GACC Inglewood CA 90304
178 CGM Manchester VT 05254
179 CGM Duluth GA 30096
180 CGM Darien CT 06820
181 CGM Chicago IL 60606
182 PNC Independence MO 64056
183 GACC West Covina CA 91790
184 CGM Fife WA 98424
185 CGM Puyallup WA 98373
186 GACC Mount Kisco NY 10549
187 PNC Mesa AZ 85207
188 GACC Napa CA 94559
189 CGM Grass Valley CA 95945
190 PNC Grand Forks ND 58201
191 GACC Paris TN 38242
192 GACC Brooklyn NY 11229
193 PNC Batavia OH 45103
194 PNC Toms River NJ 08753
195 PNC Columbus IN 47201
196 PNC Hagerstown MD 21742
197 CGM Charlottesville VA 22901
Cut-off
Interest Original Date
ID Address Rate Balance Balance
- ------ ------------------------------------------------------------- -------- ---------- ----------
5 1330 North Washington Street 5.2150% 70,630,000 70,384,463
6 9000 Hudson Road 5.4500% 65,000,000 65,000,000
7 Various 5.3000% 61,000,000 61,000,000
7.1 6340, 6345, 6360, 6375, 6380, 6385, 6400 and 6405 Flank Drive 27,835,724 27,835,724
7.2 2605 Interstate Drive and 2601 Market Place 15,349,413 15,349,413
7.3 5070 A, 5070 B and 5035 Ritter Road 10,975,228 10,975,228
7.4 75, 85 and 95 Shannon Road 6,839,635 6,839,635
Various 5.7680% 60,640,000 60,640,000
8 411 East Indian School Road 5.7680% 38,500,000 38,500,000
9 7491 Wyndhurst Place 5.7680% 22,140,000 22,140,000
10 6255 Sunset Boulevard 5.2300% 55,000,000 55,000,000
11 1900 South State College Boulevard 5.6560% 52,000,000 52,000,000
12 101 Woodcrest Road 5.0859% 50,400,000 50,400,000
13 99-101 East River Drive 5.2900% 44,000,000 44,000,000
14 1801 & 1803 Research Boulevard 5.7800% 43,000,000 43,000,000
15 Various 5.7960% 39,625,000 39,625,000
15.1 7000 Marina Boulevard 24,450,000 24,450,000
15.2 5000 Marina Boulevard 15,175,000 15,175,000
16 140-166 S. Gary Avenue 5.6100% 39,000,000 39,000,000
17 2109 Broadway 5.2000% 38,000,000 38,000,000
18 5400 West Parmer Lane 5.2400% 33,100,000 33,100,000
19 2510-2512 West Dunlap Avenue 5.6700% 31,750,000 31,750,000
Various 5.5310% 31,000,000 31,000,000
20 1620, 1640, 1680 Century Center Parkway 5.5310% 14,600,000 14,600,000
21 1610 Century Center Parkway 5.5310% 4,900,000 4,900,000
22 1670 Century Center Parkway 5.5310% 4,400,000 4,400,000
23 1600 Century Center Parkway 5.5310% 3,600,000 3,600,000
24 1590 Century Center Parkway 5.5310% 3,500,000 3,500,000
25 9808 and 9868 Scranton Road 5.9000% 31,000,000 31,000,000
26 10600 Cibola Loop NW 5.1840% 30,700,000 30,700,000
Various 5.3000% 29,800,000 29,800,000
27 1702 Auburn Way North 5.3000% 8,800,000 8,800,000
28 13719 Southeast Mill Plain Boulevard 5.3000% 8,000,000 8,000,000
29 3725 South 144th Street 5.3000% 7,000,000 7,000,000
30 2553 Northwest Stewart Parkway 5.3000% 6,000,000 6,000,000
31 1655 Boston Road (US Route 20) 5.2800% 29,760,000 29,760,000
32 1034 South Brentwood Boulevard 5.3250% 28,700,000 28,700,000
33 Various 5.7300% 28,600,000 28,600,000
33.1 510 Heritage Drive 15,379,661 15,379,661
33.2 3555 Bell Road 13,220,339 13,220,339
34 2053 Willowbrook Drive 5.6900% 28,600,000 28,600,000
35 7500 Tank Avenue 5.1600% 27,000,000 26,845,171
36 Various 5.5000% 26,650,000 26,650,000
36.1 923 Yellow Jacket Lane 13,921,642 13,921,642
36.2 801 Interstate Highway 30 12,728,358 12,728,358
37 503-599 Telegraph Canyon Road 5.5000% 24,850,000 24,850,000
38 1357 Route 9 5.4000% 24,000,000 24,000,000
39 1521 Bridford Parkway 5.4970% 23,700,000 23,700,000
40 5900 Baywater Drive 5.5300% 22,475,000 22,475,000
41 1601 Hiawatha Drive 5.6290% 22,000,000 22,000,000
42 1824 Story Road 5.1880% 21,630,000 21,630,000
43 6511-6541 Steubenville Pike 4.9900% 21,000,000 21,000,000
44 2915 Sharer Road 5.3300% 21,000,000 21,000,000
45 2222 East-West Connector 5.2300% 20,750,000 20,750,000
46 Various 5.5350% 20,440,000 20,440,000
46.1 5300-5310 Northwest 33rd Avenue 11,406,592 11,406,592
46.2 2200 West Commercial Boulevard 9,033,408 9,033,408
47 5000 South Lincoln Trace Avenue 5.5840% 20,000,000 20,000,000
48 3005 Old Alabama Road 5.7450% 20,000,000 20,000,000
48.1 3005 Old Alabama Road 17,214,765 17,214,765
48.2 3005 Old Alabama Road 2,785,235 2,785,235
49 1900 St. Antonie St 5.5000% 20,000,000 19,962,738
50 13729 Research Boulevard 5.0000% 19,500,000 19,500,000
51 1914-1968 Jericho Turnpike 5.5900% 19,000,000 19,000,000
52 1701 East South Boulevard 5.5450% 19,000,000 19,000,000
53 4201 Northview Drive 5.1000% 17,825,000 17,825,000
Various 5.5280% 17,800,000 17,800,000
54 151 Century Drive 5.5280% 6,270,000 6,270,000
55 230 Pelham Road 5.5280% 4,660,000 4,660,000
56 200 Country Club Lane 5.5280% 4,400,000 4,400,000
57 201 Miracle Mile Drive 5.5280% 2,470,000 2,470,000
58 2831-2851-2909 West 120th Street 5.6300% 17,300,000 17,300,000
59 928 Broadway 5.5620% 17,000,000 17,000,000
60 8920 Walnut Grove Road 5.7800% 17,000,000 17,000,000
61 15651 Chase Hill Boulevard 5.2100% 16,850,000 16,850,000
62 1177 Beltline Road 5.7540% 16,600,000 16,600,000
63 150 Alhambra Circle 5.7170% 16,500,000 16,500,000
64 2100 & 2115 Rexford Road 5.4950% 16,200,000 16,200,000
65 5825 & 5955 Lincoln Avenue 5.2950% 15,750,000 15,750,000
66 2 Trap Falls Road 5.6100% 15,800,000 15,684,327
67 601-617 Mall Ring Circle 5.7470% 15,500,000 15,500,000
68 3400 Forest Drive 5.7800% 15,500,000 15,451,536
69 Various 5.9700% 14,830,000 14,743,407
69.1 5775 Coventry Lane 4,445,356 4,419,400
69.2 1957 Cedar Creek Road 3,570,860 3,550,010
69.3 31 Frontage Road 3,097,174 3,079,090
69.4 3328 East Center Street 2,040,491 2,028,577
69.5 1345 North Baldwin Avenue 1,676,118 1,666,331
70 12700 South Orange Blossom Trail 5.0700% 14,400,000 14,400,000
71 145-157 East 42nd Street 5.4070% 14,000,000 14,000,000
72 4655 Hope Valley Road 5.4970% 13,950,000 13,950,000
73 416-616 Billy Sunday Road 5.2700% 13,755,000 13,755,000
74 21 Astor Place 5.3500% 13,670,000 13,670,000
75 3107 Boulevard 5.6800% 13,215,000 13,215,000
76 3400 Concord Road 5.8900% 13,250,000 13,195,758
77 5 Omni Way 5.5150% 13,250,000 13,164,324
78 905 Pineville Point Avenue 5.4750% 13,000,000 13,000,000
79 444 WMC Drive 5.0000% 13,000,000 12,937,156
80 8786 North Creek Boulevard 5.4850% 12,720,000 12,720,000
81 760 East El Camino Real 5.6200% 12,529,000 12,529,000
82 3115 Fountain Square Boulevard 5.1300% 12,500,000 12,500,000
83 8520 Pitner Road 5.0150% 12,375,000 12,375,000
84 2300 Holcomb Bridge Road 5.7440% 12,000,000 12,000,000
85 5160 & 5180 Parkstone Drive 5.6150% 11,800,000 11,800,000
86 6056-6080 Boynton Beach Boulevard 5.1500% 11,500,000 11,500,000
87 5757 West Thunderbird Road 5.1700% 11,400,000 11,400,000
88 10005 West Hillsborough Avenue 5.5900% 11,400,000 11,400,000
89 613-900 Cortez Road West 5.2000% 11,000,000 11,000,000
90 3990 Olympic Boulevard 5.7300% 11,000,000 11,000,000
91 Various 5.9400% 10,600,000 10,581,064
91.1 500 West Bethany Drive 6,200,000 6,188,924
91.2 10003 West Technology Boulevard 4,400,000 4,392,140
92 2811 Circleport Drive 5.7300% 10,500,000 10,500,000
93 3300 E. Guasti Road 5.7000% 10,500,000 10,476,162
94 900 Macbeth Drive 5.3200% 10,400,000 10,400,000
95 8112 Maryland Avenue 5.2830% 10,300,000 10,300,000
96 100 Barclay Blvd 6.0600% 10,300,000 10,277,953
97 400 Magnolia Branch Drive 5.4970% 10,150,000 10,150,000
98 2600 Lehigh Ave 6.0600% 10,050,000 10,028,489
99 4100 MacArthur Boulevard 5.8100% 10,000,000 10,000,000
100 1125-1175 Arnold Drive 5.2200% 10,000,000 10,000,000
101 5600 North Beach Street 5.0450% 10,000,000 10,000,000
102 One Clubhouse Circle 5.1250% 10,000,000 10,000,000
103 3850 Hamlin Rd 5.4600% 10,000,000 10,000,000
104 1815-1819 East Jericho Turnpike 5.2400% 10,050,000 9,981,454
105 7277 Smith's Mill Road 5.5050% 9,600,000 9,600,000
106 4050 Westfax Drive 5.9200% 9,500,000 9,470,625
107 4212-4314 Highway 98 North 5.0050% 9,300,000 9,300,000
108 8851 Kerns Street 5.4000% 9,230,000 9,230,000
109 180 Regal Way 5.7900% 9,000,000 8,971,674
110 501-571 South San Jacinto Street 5.2700% 8,900,000 8,900,000
111 1033 Third Street 5.6000% 8,750,000 8,750,000
112 6600 West Broad Street 5.5800% 8,550,000 8,550,000
113 4650-4700 South US Highway 41 5.1000% 8,280,000 8,280,000
114 Various 5.2350% 8,250,000 8,250,000
114.1 36-405/411, 36-555 Bankside, 36605 Sunair 4,125,000 4,125,000
114.2 77-585 Enfield, 39-740, 39-750, 39-760, 39-770 Garand 4,125,000 4,125,000
115 Route 111- Indian Rock Road 5.4100% 8,250,000 8,222,344
116 13040 & 13100 W. Lisbon 5.6100% 8,100,000 8,100,000
117 5877 Ross Road 5.6950% 8,000,000 8,000,000
118 104-189 Lowes Foods Drive 5.5900% 7,950,000 7,950,000
119 2225 South Atlantic Avenue 5.5150% 8,000,000 7,949,950
120 1560 Crossways Boulevard 5.3300% 8,025,000 7,949,358
121 545 Park Avenue 5.8600% 7,800,000 7,789,485
122 5209 Concord Pike 5.5660% 7,800,000 7,781,899
123 22235 Sherman Way 5.7600% 7,738,000 7,713,714
124 300 Billerica Road 5.6890% 7,500,000 7,500,000
125 525 Harris Street 5.1900% 7,419,000 7,384,371
126 625 Meadow Street 5.5100% 7,400,000 7,367,457
127 44 Bromfield Street 5.4100% 7,350,000 7,350,000
128 1-9 Lansdowne Street, 145 Ipswich Street 5.6550% 7,350,000 7,318,545
129 125 Franklin St 5.5400% 7,290,000 7,255,499
130 2798, 2800, 2804, 2808, 2812, and 2816 Stantonsburg Road 5.4700% 7,250,000 7,250,000
131 2532 West Peoria Avenue 5.9600% 7,200,000 7,200,000
132 1240 & 1250 N. Pitt Street 5.6500% 7,049,000 7,049,000
133 135, 175, & 265 East Ontario Avenue 5.3100% 6,800,000 6,800,000
134 100 Green Springs Highway 5.4300% 6,800,000 6,777,290
135 837 South Road 5.2536% 6,823,000 6,754,436
136 1325 Ensell Road 5.6500% 6,595,000 6,573,866
137 N94 West 16855 Richfield Way 4.9890% 6,500,000 6,446,382
138 190 White Pine Circle 5.2600% 6,400,000 6,400,000
139 1392 US Highway 22 5.1300% 6,440,000 6,387,464
140 5400 Habersham Road 5.5700% 6,307,000 6,307,000
141 12601-12653 Olive Boulevard 5.3000% 6,250,000 6,250,000
142 2419-2473 County Home Road 5.5500% 6,200,000 6,185,574
143 215 5th Avenue 5.2600% 6,200,000 6,171,434
144 10640 Davidson Place 5.2543% 5,800,000 5,741,724
145 5002-5012 Church Avenue 5.6970% 5,750,000 5,736,939
146 10741 Walker Street 5.8600% 5,700,000 5,682,446
147 1132-1136 Thorn Run Road 5.2700% 5,650,000 5,650,000
148 425 Fifth Avenue 5.5700% 5,600,000 5,600,000
149 3300-3400 Rib Mountain Drive 5.3050% 5,500,000 5,473,128
150 3333 South Brea Canyon Road 5.1700% 5,400,000 5,400,000
151 1555 Livingston Avenue 5.5400% 5,350,000 5,324,680
152 3116 NE 130th Street 5.5500% 5,300,000 5,300,000
153 7700-7734 Hoke Road 5.4600% 5,300,000 5,300,000
154 1501 Tyler Avenue 5.4300% 5,300,000 5,250,200
155 2014-24 South Broad Street 5.3100% 5,240,000 5,210,818
156 6100 Southwest Meadows Road 6.0000% 5,200,000 5,184,095
157 15214 Whittier Boulevard 5.7700% 5,140,000 5,128,464
158 3136-3300 East Tulare Avenue 5.2690% 5,088,000 5,088,000
159 400 Wollaston Avenue 5.7700% 5,094,000 5,082,567
160 3101 Main Street 5.9800% 5,000,000 4,970,849
161 2001 South Atlantic Avenue 5.5150% 5,000,000 4,968,719
162 726 East Market Street 5.4300% 5,000,000 4,953,018
163 510 South Ocean Drive 5.5900% 4,800,000 4,779,206
164 1302 Richmond Avenue 5.4300% 4,800,000 4,754,898
165 6955 S. Tucson Blvd 6.1300% 4,750,000 4,739,948
166 1918-1922 1st Avenue 5.2900% 4,650,000 4,650,000
167 1551 Sam Rittenberg Boulevard 5.2600% 4,640,000 4,640,000
168 2907 Centre Drive 5.5320% 4,600,000 4,593,582
169 7282 William Barry Boulevard 5.8100% 4,600,000 4,585,699
170 1515 Ashley River Road 5.2600% 4,480,000 4,480,000
171 750 South 500 West 5.8970% 4,400,000 4,400,000
172 2726-2736 Hillside Drive 5.0250% 4,400,000 4,400,000
173 730 US Highway 66 East 5.1450% 4,400,000 4,369,436
174 6405 Fayetteville Road 5.2800% 4,261,500 4,261,500
175 2100, 2110, & 2120 North Rampart Boulevard 5.6400% 4,200,000 4,200,000
176 1229 Route 22 East 5.5400% 4,200,000 4,180,123
177 10000-10048 Hawthorne Boulevard 5.6760% 4,175,000 4,175,000
178 4757 Main Street 5.4400% 4,100,000 4,069,071
179 3502-3522 Satellite Boulevard 5.4800% 4,025,000 3,994,880
180 14-20 Grove Street 5.3300% 4,000,000 3,980,748
181 215 West Lake Street 5.3600% 3,900,000 3,900,000
182 17911-18011 E. 24 Highway 5.6900% 3,800,000 3,794,786
183 1705 West Garvey Avenue North 5.6000% 3,750,000 3,744,805
184 4716 Pacific Highway East 5.6300% 3,760,000 3,743,833
185 10409 Canyon Road East 5.1100% 3,800,000 3,715,134
186 77 Carpenter Avenue 5.2600% 3,600,000 3,591,216
187 2723-2733 N. Power Rd 5.7000% 3,500,000 3,495,203
188 1802 F Street 5.4600% 3,500,000 3,491,735
189 126 West Berryhill Drive 5.2400% 3,441,000 3,425,087
190 2401 & 2451 36th Ave South 5.7400% 3,250,000 3,242,670
191 1150 Mineral Wells Avenue 5.7700% 3,200,000 3,200,000
192 3165 Norstrand Avenue 5.3700% 3,000,000 2,995,740
193 4486 Timber Glen Drive 5.3300% 2,850,000 2,850,000
194 1929 Rt. 37 East 5.5400% 2,750,000 2,715,098
195 1455 N. National Rd 6.0400% 2,640,000 2,636,506
196 20014 Rosebank Way 7.0000% 2,470,000 2,465,462
197 1807 Emmet Street 5.4300% 2,300,000 2,278,389
Monthly CTL Tenant Interest
Maturity / ARD Payment Debt CTL CTL Corporate Credit Administrative Accrual ARD
ID Balance Date Service (3) Tenant Guarantor Rating (S/M) Fee Rate (2) Basis (Yes/No)
- -- -------------- ------- ----------- ------ --------- ---------------- -------------- ---------- --------
5 58,467,359 11 388,492 N/A N/A N/A 0.0251% Actual/360 No
6 65,000,000 1 299,308 N/A N/A N/A 0.0301% Actual/360 No
7 55,453,318 11 338,736 N/A N/A N/A 0.0301% Actual/360 No
7.1 N/A N/A N/A
7.2 N/A N/A N/A
7.3 N/A N/A N/A
7.4 N/A N/A N/A
56,547,346 1 354,572 N/A N/A N/A 0.0301% Actual/360 No
8 35,901,597 1 225,116 N/A N/A N/A 0.0301% Actual/360 No
9 20,645,749 1 129,456 N/A N/A N/A 0.0301% Actual/360 No
10 50,895,648 1 303,031 N/A N/A N/A 0.0401% Actual/360 No
11 52,000,000 1 248,497 N/A N/A N/A 0.0301% Actual/360 No
12 46,539,410 11 273,209 N/A N/A N/A 0.0301% Actual/360 No
13 40,754,001 11 244,061 N/A N/A N/A 0.0301% Actual/360 Yes
14 39,493,219 11 238,862 N/A N/A N/A 0.0301% Actual/360 No
15 39,625,000 1 194,047 N/A N/A N/A 0.0301% Actual/360 No
15.1 N/A N/A N/A
15.2 N/A N/A N/A
16 34,960,983 1 224,137 N/A N/A N/A 0.0401% Actual/360 No
17 38,000,000 11 166,954 N/A N/A N/A 0.0301% Actual/360 No
18 29,447,474 1 182,574 N/A N/A N/A 0.0601% Actual/360 No
19 28,455,660 11 183,674 N/A N/A N/A 0.0501% Actual/360 No
27,744,849 1 176,618 N/A N/A N/A 0.0301% Actual/360 No
20 13,066,929 1 83,181 N/A N/A N/A 0.0301% Actual/360 No
21 4,385,476 1 27,917 N/A N/A N/A 0.0301% Actual/360 No
22 3,937,979 1 25,068 N/A N/A N/A 0.0301% Actual/360 No
23 3,221,982 1 20,510 N/A N/A N/A 0.0301% Actual/360 No
24 3,132,483 1 19,941 N/A N/A N/A 0.0301% Actual/360 No
25 26,574,199 11 183,872 N/A N/A N/A 0.0301% Actual/360 No
26 28,389,786 1 168,274 N/A N/A N/A 0.0301% Actual/360 No
26,545,223 11 165,481 N/A N/A N/A 0.0701% Actual/360 No
27 7,838,858 11 48,867 N/A N/A N/A 0.0701% Actual/360 No
28 7,126,234 11 44,424 N/A N/A N/A 0.0701% Actual/360 No
29 6,235,455 11 38,871 N/A N/A N/A 0.0701% Actual/360 No
30 5,344,676 11 33,318 N/A N/A N/A 0.0701% Actual/360 No
31 26,499,833 1 164,889 N/A N/A N/A 0.0301% Actual/360 No
32 28,700,000 11 129,125 N/A N/A N/A 0.0301% Actual/360 No
33 26,653,718 1 166,539 N/A N/A N/A 0.0301% Actual/360 No
33.1 N/A N/A N/A
33.2 N/A N/A N/A
34 25,679,446 11 165,813 N/A N/A N/A 0.0301% Actual/360 No
35 22,311,659 1 147,593 N/A N/A N/A 0.0501% Actual/360 No
36 24,758,496 1 151,316 N/A N/A N/A 0.0301% Actual/360 No
36.1 N/A N/A N/A
36.2 N/A N/A N/A
37 20,763,718 1 141,096 N/A N/A N/A 0.0601% Actual/360 No
38 22,263,937 11 134,767 N/A N/A N/A 0.0301% Actual/360 No
39 22,743,788 1 134,521 N/A N/A N/A 0.0301% Actual/360 No
40 20,114,604 1 128,034 N/A N/A N/A 0.0601% Actual/360 No
41 20,113,239 1 126,700 N/A N/A N/A 0.0301% Actual/360 No
42 19,221,666 11 118,612 N/A N/A N/A 0.0701% Actual/360 No
43 18,582,567 11 112,604 N/A N/A N/A 0.0301% Actual/360 No
44 18,718,409 11 117,006 N/A N/A N/A 0.0501% Actual/360 No
45 18,839,486 11 114,325 N/A N/A N/A 0.0301% Actual/360 No
46 18,657,807 11 116,505 N/A N/A N/A 0.0401% Actual/360 No
46.1 N/A N/A N/A
46.2 N/A N/A N/A
47 18,601,859 1 114,614 N/A N/A N/A 0.0301% Actual/360 No
48 20,000,000 1 97,080 N/A N/A N/A 0.0301% Actual/360 No
48.1 N/A N/A N/A
48.2 N/A N/A N/A
49 13,183,647 1 122,818 N/A N/A N/A 0.0401% Actual/360 No
50 16,872,443 11 104,680 N/A N/A N/A 0.0301% Actual/360 No
51 17,672,588 1 108,955 N/A N/A N/A 0.0301% Actual/360 No
52 17,662,717 11 108,417 N/A N/A N/A 0.0301% Actual/360 No
53 16,463,758 11 96,781 N/A N/A N/A 0.0301% Actual/360 No
15,929,937 1 101,379 N/A N/A N/A 0.0301% Actual/360 No
54 5,611,276 1 35,711 N/A N/A N/A 0.0301% Actual/360 No
55 4,170,421 1 26,541 N/A N/A N/A 0.0301% Actual/360 No
56 3,937,738 1 25,060 N/A N/A N/A 0.0301% Actual/360 No
57 2,210,502 1 14,068 N/A N/A N/A 0.0301% Actual/360 No
58 16,100,364 1 99,643 N/A N/A N/A 0.0601% Actual/360 No
59 15,806,097 1 97,186 N/A N/A N/A 0.0301% Actual/360 No
60 15,580,947 1 99,532 N/A N/A N/A 0.0601% Actual/360 No
61 15,293,246 11 92,629 N/A N/A N/A 0.0801% Actual/360 No
62 15,475,448 1 96,915 N/A N/A N/A 0.0301% Actual/360 No
63 13,879,084 1 95,944 N/A N/A N/A 0.0301% Actual/360 No
64 16,200,000 11 75,213 N/A N/A N/A 0.0301% Actual/360 No
65 13,728,948 11 87,412 N/A N/A N/A 0.0401% Actual/360 No
66 10,585,990 11 93,339 N/A N/A N/A 0.0701% Actual/360 No
67 14,453,323 1 90,424 N/A N/A N/A 0.0301% Actual/360 No
68 14,456,059 11 90,749 N/A N/A N/A 0.0301% Actual/360 No
69 11,469,857 11 95,278 N/A N/A N/A 0.0501% Actual/360 No
69.1 N/A N/A N/A
69.2 N/A N/A N/A
69.3 N/A N/A N/A
69.4 N/A N/A N/A
69.5 N/A N/A N/A
70 12,181,637 11 77,920 N/A N/A N/A 0.0301% Actual/360 No
71 14,000,000 1 63,958 N/A N/A N/A 0.0301% Actual/360 No
72 13,387,166 1 79,180 N/A N/A N/A 0.0301% Actual/360 No
73 11,982,008 11 76,126 N/A N/A N/A 0.0301% Actual/360 No
74 12,672,574 11 76,335 N/A N/A N/A 0.0301% Actual/360 No
75 11,864,037 11 76,533 N/A N/A N/A 0.0501% Actual/360 No
76 11,198,125 11 78,506 N/A N/A N/A 0.0301% Actual/360 No
77 11,071,721 11 75,357 N/A N/A N/A 0.0301% Actual/360 No
78 12,072,582 1 73,609 N/A N/A N/A 0.0301% Actual/360 No
79 10,686,270 11 69,787 N/A N/A N/A 0.0501% Actual/360 No
80 11,374,251 11 72,103 N/A N/A N/A 0.0801% Actual/360 No
81 11,007,076 11 72,084 N/A N/A N/A 0.0301% Actual/360 No
82 11,550,202 11 68,099 N/A N/A N/A 0.0301% Actual/360 No
83 10,956,937 11 66,545 N/A N/A N/A 0.0301% Actual/360 No
84 12,000,000 1 58,238 N/A N/A N/A 0.0301% Actual/360 No
85 10,363,960 1 67,853 N/A N/A N/A 0.0301% Actual/360 No
86 9,988,705 11 62,793 N/A N/A N/A 0.0301% Actual/360 No
87 10,127,460 11 62,388 N/A N/A N/A 0.0601% Actual/360 No
88 10,006,721 1 65,373 N/A N/A N/A 0.0601% Actual/360 No
89 9,778,367 11 60,402 N/A N/A N/A 0.0901% Actual/360 No
90 9,688,118 1 64,053 N/A N/A N/A 0.0401% Actual/360 No
91 9,574,087 1 67,908 N/A N/A N/A 0.0301% Actual/360 No
91.1 N/A N/A N/A
91.2 N/A N/A N/A
92 9,247,749 1 61,142 N/A N/A N/A 0.0401% Actual/360 No
93 8,823,271 1 60,942 N/A N/A N/A 0.0701% Actual/360 No
94 9,070,872 11 57,881 N/A N/A N/A 0.0501% Actual/360 No
95 10,300,000 11 45,976 N/A N/A N/A 0.0301% Actual/360 No
96 8,748,451 1 62,152 N/A N/A N/A 0.0901% Actual/360 No
97 9,740,483 1 57,611 N/A N/A N/A 0.0301% Actual/360 No
98 8,536,110 1 60,643 N/A N/A N/A 0.0901% Actual/360 No
99 10,000,000 1 49,089 N/A N/A N/A 0.0301% Actual/360 No
100 9,252,395 11 55,035 N/A N/A N/A 0.0401% Actual/360 No
101 8,662,879 11 53,958 N/A N/A N/A 0.0301% Actual/360 No
102 8,680,297 11 54,449 N/A N/A N/A 0.0701% Actual/360 No
103 8,937,415 1 56,528 N/A N/A N/A 0.0401% Actual/360 No
104 8,325,626 11 55,434 N/A N/A N/A 0.0501% Actual/360 No
105 8,219,377 11 54,538 N/A N/A N/A 0.0301% Actual/360 No
106 7,334,876 1 60,745 N/A N/A N/A 0.0401% Actual/360 No
107 8,577,330 11 49,953 N/A N/A N/A 0.0401% Actual/360 No
108 8,239,443 11 51,829 N/A N/A N/A 0.0301% Actual/360 No
109 6,918,134 11 56,837 N/A N/A N/A 0.0601% Actual/360 No
110 8,242,131 11 49,257 N/A N/A N/A 0.0301% Actual/360 No
111 7,683,599 11 50,232 N/A N/A N/A 0.0901% Actual/360 No
112 7,504,010 11 48,976 N/A N/A N/A 0.0301% Actual/360 No
113 7,344,325 11 44,956 N/A N/A N/A 0.0301% Actual/360 No
114 7,634,969 11 45,480 N/A N/A N/A 0.0301% Actual/360 No
114.1 N/A N/A N/A
114.2 N/A N/A N/A
115 6,871,561 11 46,378 N/A N/A N/A 0.0301% Actual/360 No
116 6,955,053 1 46,551 N/A N/A N/A 0.0701% Actual/360 No
117 7,575,049 1 46,407 N/A N/A N/A 0.0301% Actual/360 No
118 7,263,522 11 45,589 N/A N/A N/A 0.0301% Actual/360 No
119 6,091,378 11 49,199 N/A N/A N/A 0.0501% Actual/360 No
120 5,123,748 11 54,435 N/A N/A N/A 0.0301% Actual/360 No
121 6,585,351 1 46,065 N/A N/A N/A 0.0701% Actual/360 No
122 6,527,657 1 44,611 N/A N/A N/A 0.0301% Actual/360 No
123 6,514,804 11 45,206 N/A N/A N/A 0.0401% Actual/360 No
124 7,500,000 1 36,050 N/A N/A N/A 0.0301% Actual/360 No
125 6,136,126 11 40,693 N/A N/A N/A 0.0301% Actual/360 No
126 6,182,356 11 42,063 N/A N/A N/A 0.0301% Actual/360 No
127 6,424,494 11 41,318 N/A N/A N/A 0.0301% Actual/360 No
128 6,167,992 11 42,450 N/A N/A N/A 0.0301% Actual/360 No
129 4,693,181 1 50,312 N/A N/A N/A 0.0401% Actual/360 No
130 6,732,062 1 41,028 N/A N/A N/A 0.0301% Actual/360 No
131 6,935,543 1 42,983 N/A N/A N/A 0.0301% Actual/360 No
132 6,326,674 1 40,689 N/A N/A N/A 0.0601% Actual/360 No
133 5,929,598 11 37,803 N/A N/A N/A 0.0301% Actual/360 No
134 5,667,375 11 38,312 N/A N/A N/A 0.0301% Actual/360 No
135 5,655,363 11 37,692 N/A N/A N/A 0.0301% Actual/360 Yes
136 5,533,981 11 38,069 N/A N/A N/A 0.0301% Actual/360 Yes
137 5,341,743 11 34,850 N/A N/A N/A 0.0301% Actual/360 No
138 5,896,509 1 35,381 N/A N/A N/A 0.0301% Actual/360 No
139 4,837,450 11 38,137 N/A N/A N/A 0.0301% Actual/360 No
140 5,534,519 1 36,088 N/A N/A N/A 0.0401% Actual/360 No
141 5,567,668 11 34,707 N/A N/A N/A 0.0601% Actual/360 No
142 5,186,095 1 35,398 N/A N/A N/A 0.0301% Actual/360 No
143 5,139,368 11 34,275 N/A N/A N/A 0.0301% Actual/360 No
144 4,807,538 11 32,043 N/A N/A N/A 0.0301% Actual/360 Yes
145 4,831,352 1 33,362 N/A N/A N/A 0.0301% Actual/360 No
146 4,813,389 1 33,663 N/A N/A N/A 0.0401% Actual/360 No
147 4,921,726 11 31,270 N/A N/A N/A 0.0901% Actual/360 No
148 5,016,256 1 32,043 N/A N/A N/A 0.0301% Actual/360 No
149 4,497,047 11 30,991 N/A N/A N/A 0.0301% Actual/360 No
150 4,692,340 11 29,552 N/A N/A N/A 0.0901% Actual/360 No
151 3,444,241 1 36,923 N/A N/A N/A 0.0401% Actual/360 No
152 4,647,833 1 30,259 N/A N/A N/A 0.0901% Actual/360 No
153 4,638,219 11 29,960 N/A N/A N/A 0.0301% Actual/360 No
154 4,023,620 11 32,325 N/A N/A N/A 0.0301% Actual/360 No
155 4,350,867 11 29,131 N/A N/A N/A 0.0901% Actual/360 No
156 4,025,743 1 33,504 N/A N/A N/A 0.0901% Actual/360 No
157 4,328,348 11 30,061 N/A N/A N/A 0.0601% Actual/360 No
158 4,710,840 11 28,156 N/A N/A N/A 0.0301% Actual/360 No
159 4,289,611 1 29,792 N/A N/A N/A 0.0401% Actual/360 No
160 3,868,418 11 32,154 N/A N/A N/A 0.0301% Actual/360 No
161 3,807,111 11 30,749 N/A N/A N/A 0.0801% Actual/360 No
162 3,795,868 11 30,496 N/A N/A N/A 0.0301% Actual/360 No
163 4,020,076 11 27,526 N/A N/A N/A 0.1101% Actual/360 No
164 3,644,034 11 29,276 N/A N/A N/A 0.0301% Actual/360 No
165 4,042,705 1 28,877 N/A N/A N/A 0.0401% Actual/360 No
166 4,052,613 11 25,793 N/A N/A N/A 0.1201% Actual/360 No
167 4,640,000 11 20,621 N/A N/A N/A 0.0301% Actual/360 No
168 3,845,245 1 26,211 N/A N/A N/A 0.0301% Actual/360 No
169 3,878,680 11 27,020 N/A N/A N/A 0.0901% Actual/360 No
170 4,480,000 11 19,910 N/A N/A N/A 0.0301% Actual/360 No
171 3,721,212 1 26,090 N/A N/A N/A 0.0601% Actual/360 No
172 3,896,695 11 23,687 N/A N/A N/A 0.0301% Actual/360 No
173 3,633,988 11 24,012 N/A N/A N/A 0.0901% Actual/360 No
174 3,231,025 11 23,611 N/A N/A N/A 0.0301% Actual/360 No
175 4,200,000 1 20,014 N/A N/A N/A 0.0301% Actual/360 No
176 2,703,890 1 28,986 N/A N/A N/A 0.0401% Actual/360 No
177 3,814,685 1 24,168 N/A N/A N/A 0.0301% Actual/360 No
178 3,418,311 11 23,125 N/A N/A N/A 0.0801% Actual/360 No
179 3,359,964 11 22,803 N/A N/A N/A 0.0501% Actual/360 No
180 3,026,143 11 24,159 N/A N/A N/A 0.0301% Actual/360 No
181 3,478,459 11 21,802 N/A N/A N/A 0.0301% Actual/360 No
182 3,191,894 1 22,031 N/A N/A N/A 0.0901% Actual/360 No
183 3,141,267 1 21,528 N/A N/A N/A 0.0301% Actual/360 No
184 3,152,920 11 21,657 N/A N/A N/A 0.0901% Actual/360 No
185 1,627,346 11 30,268 N/A N/A N/A 0.0901% Actual/360 No
186 2,984,086 1 19,902 N/A N/A N/A 0.0301% Actual/360 No
187 2,940,793 1 20,314 N/A N/A N/A 0.0901% Actual/360 No
188 2,919,488 1 19,785 N/A N/A N/A 0.0301% Actual/360 No
189 2,850,536 11 18,980 N/A N/A N/A 0.0301% Actual/360 No
190 2,734,321 1 18,945 N/A N/A N/A 0.0901% Actual/360 No
191 2,696,030 1 18,715 N/A N/A N/A 0.0301% Actual/360 No
192 2,495,164 1 16,790 N/A N/A N/A 0.0301% Actual/360 No
193 2,540,423 1 15,879 N/A N/A N/A 0.0401% Actual/360 No
194 17,070 1 29,899 N/A N/A N/A 0.0401% Actual/360 No
195 2,240,760 1 15,896 N/A N/A N/A 0.0401% Actual/360 No
196 1,678,477 1 16,433 N/A N/A N/A 0.0401% Actual/360 No
197 1,746,099 11 14,028 N/A N/A N/A 0.0301% Actual/360 No
Revised
ID Rate
- ------ 0------
5
6 N/A
7
7.1
7.2
7.3
7.4
N/A
8 N/A
9 N/A
10 N/A
11 N/A
12
13 Greater of (i) 2.0% plus Initial Interest Rate or (ii) Annualized Yield plus 3%
14
15 N/A
15.1 N/A
15.2 N/A
16 N/A
17
18 N/A
19
N/A
20 N/A
21 N/A
22 N/A
23 N/A
24 N/A
25
26 N/A
27
28
29
30
31 N/A
32
33 N/A
33.1 N/A
33.2 N/A
34
35 N/A
36 N/A
36.1 N/A
36.2 N/A
37 N/A
38
39 N/A
40 N/A
41 N/A
42
43
44
45
46
46.1
46.2
47 N/A
48 N/A
48.1 N/A
48.2 N/A
49 N/A
50
51 N/A
52
53
N/A
54 N/A
55 N/A
56 N/A
57 N/A
58 N/A
59 N/A
60 N/A
61
62 N/A
63 N/A
64
65
66
67 N/A
68
69
69.1
69.2
69.3
69.4
69.5
70
71 N/A
72 N/A
73
74
75
76
77
78 N/A
79
80
81
82
83
84 N/A
85 N/A
86
87
88 N/A
89
90 N/A
91 N/A
91.1 N/A
91.2 N/A
92 N/A
93 N/A
94
95
96 N/A
97 N/A
98 N/A
99 N/A
100
101
102
103 N/A
104
105
106 N/A
107
108
109
110
111
112
113
114
114.1
114.2
115
116 N/A
117 N/A
118
119
120
121 N/A
122 N/A
123
124 N/A
125
126
127
128
129 N/A
130 N/A
131 N/A
132 N/A
133
134
135 2% plus Initial Interest Rate
136 Greater of: (i) 2.0% plus Initial Interest Rate or (ii) 3.0% plus the annualized Treasury yield
137 2% plus Initial Interest Rate
138 N/A
139
140 N/A
141
142 N/A
143
144 2% plus Initial Interest Rate
145 N/A
146 N/A
147
148 N/A
149
150
151 N/A
152 N/A
153
154
155
156 N/A
157
158
159 N/A
160
161
162
163
164
165 N/A
166
167
168 N/A
169
170
171 N/A
172
173
174
175 N/A
176 N/A
177 N/A
178
179
180
181
182 N/A
183 N/A
184
185
186 N/A
187 N/A
188 N/A
189
190 N/A
191 N/A
192 N/A
193 N/A
194 N/A
195 N/A
196 N/A
197
Crossed Net
With Loan Group Rentable Area
ID Lockbox (4) Other Loans 1, 2A or 2B SF/Units
- ------ ------------------------------- --------------- ----------- -------------
5 Hard No 1 565,746
6 Hard No 1 304,445
7 Hard No 1 671,759
7.1 353,954
7.2 144,867
7.3 117,212
7.4 55,726
Soft Yes - Beyman 2B 651
8 Soft Yes - Beyman 2B 399
9 Soft Yes - Beyman 2B 252
10 Hard No 1 314,435
11 None No 1 272,827
12 Hard No 1 333,275
13 None at Closing, Springing Hard No 1 321,205
14 Hard No 1 257,280
15 Hard No 1 167,177
15.1 104,092
15.2 63,085
16 None at Closing, Springing Hard No 1 358,385
17 Hard No 1 103,928
18 None No 2B 434
19 None No 1 301,696
Hard Yes - Century 1 520,052
20 Hard Yes - Century 1 225,869
21 Hard Yes - Century 1 48,495
22 Hard Yes - Century 1 33,688
23 Hard Yes - Century 1 94,000
24 Hard Yes - Century 1 118,000
25 None at Closing, Springing Hard No 1 199,458
26 Soft at Closing, Springing Hard No 2B 572
None at Closing, Springing Hard Yes - AG 1 265,459
27 None at Closing, Springing Hard Yes - AG 1 71,983
28 None at Closing, Springing Hard Yes - AG 1 68,164
29 None at Closing, Springing Hard Yes - AG 1 57,084
30 None at Closing, Springing Hard Yes - AG 1 68,228
31 Hard No 1 274,300
32 None No 1 272,942
33 None at Closing, Springing Hard No 2B 649
33.1 349
33.2 300
34 None at Closing, Springing Hard No 2B 360
35 Hard No 1 268,000
36 None at Closing, Springing Hard No 2B 444
36.1 224
36.2 220
37 None at Closing, Springing Hard No 1 117,594
38 None at Closing, Springing Soft No 1 209,200
39 None No 1 360
40 None No 1 181
41 None No 2B 296
42 None at Closing, Springing Hard No 1 61,819
43 None No 1 120,344
44 Hard No 2B 324
45 Soft No 2B 324
46 Hard No 1 167,824
46.1 98,631
46.2 69,193
47 None at Closing, Springing Hard No 2B 416
48 None No 1 103,168
48.1 89,128
48.2 14,040
49 None at Closing, Springing Hard No 1 105,980
50 None No 1 263,055
51 None No 1 85,929
52 None No 1 92,597
53 Hard No 1 101,837
None Yes - Wilkinson 2B 764
54 None Yes - Wilkinson 2B 212
55 None Yes - Wilkinson 2B 236
56 None Yes - Wilkinson 2B 180
57 None Yes - Wilkinson 2B 136
58 None No 1 60,304
59 None No 1 76,625
60 None No 2B 360
61 None No 2B 258
62 Hard No 1 150,000
63 None No 1 105,580
64 None No 1 136,299
65 None at Closing, Springing Hard No 1 103,973
66 None No 1 158,462
67 None No 1 64,211
68 Hard No 1 231,477
69 None No 1 443
69.1 128
69.2 120
69.3 62
69.4 71
69.5 62
70 None at Closing, Springing Hard No 1 88,103
71 None No 1 28,593
72 None No 2B 264
73 None at Closing, Springing Soft No 2B 209
74 None No 1 11,121
75 None No 1 169,026
76 None No 1 55,000
77 Hard No 1 131,252
78 None No 2B 264
79 None No 1 81,332
80 None No 2B 250
81 None at Closing, Springing Hard No 1 30,071
82 None No 2B 256
83 Soft No 2B 466
84 None No 1 95,876
85 Hard No 1 88,183
86 None at Closing, Springing Hard No 1 56,077
87 None at Closing, Springing Hard No 1 86,492
88 None at Closing, Springing Hard No 1 117,176
89 None at Closing, Springing Hard No 1 169,330
90 None No 1 120
91 None No 1 120,318
91.1 84,518
91.2 35,800
92 None No 1 150
93 None at Closing, Springing Hard No 1 61,298
94 None No 2B 337
95 None No 1 80,120
96 None No 1 118
97 None No 1 172
98 None No 1 120
99 None at Closing, Springing Hard No 1 45,890
100 None No 1 79,863
101 None No 2B 288
102 None No 2B 130
103 Hard No 1 64,633
104 None at Closing, Springing Hard No 1 51,800
105 None at Closing, Springing Hard No 1 59,044
106 None No 1 137
107 None No 1 134,548
108 None at Closing, Springing Soft No 1 115,290
109 None No 1 122
110 None at Closing, Springing Hard No 1 128,388
111 None at Closing, Springing Hard No 1 34,025
112 Hard No 1 91,875
113 None at Closing, Springing Hard No 1 129,631
114 None No 1 91,142
114.1 32,602
114.2 58,540
115 None No 1 63,500
116 None No 1 118,871
117 None No 2A 194
118 None at Closing, Springing Hard No 1 75,824
119 None No 1 132
120 None No 1 105
121 None No 2B 130
122 None No 1 34,495
123 None No 1 101,000
124 Hard No 1 110,882
125 None No 2B 160
126 Hard No 1 54,985
127 None at Closing, Springing Hard No 1 42,053
128 None at Closing, Springing Hard No 1 97,007
129 None No 1 1,151
130 None No 2B 120
131 None No 1 250
132 None at Closing, Springing Hard No 1 40,355
133 None at Closing, Springing Hard No 1 20,000
134 None at Closing, Springing Hard No 1 114,198
135 None at Closing, Springing Hard No 1 42,000
136 None at Closing, Springing Hard No 1 94,000
137 None at Closing, Springing Hard No 1 30,519
138 None No 2B 64
139 None No 1 54,025
140 None No 1 63,432
141 None No 1 39,528
142 None No 1 136
143 None No 1 50,640
144 None at Closing, Springing Hard No 1 33,879
145 None No 1 18,500
146 Hard No 1 67,000
147 None No 1 47,165
148 Hard No 1 10,195
149 None at Closing, Springing Hard No 1 54,688
150 None No 1 40,184
151 None No 1 891
152 None No 1 821
153 None at Closing, Springing Hard No 1 28,800
154 None No 1 104
155 None No 1 13,396
156 None No 1 124
157 None at Closing, Springing Hard No 1 33,160
158 None No 1 41,870
159 None No 2B 84
160 None at Closing, Springing Soft No 1 92
161 None No 1 95
162 None No 1 99
163 None at Closing, Springing Hard No 1 9,232
164 None at Closing, Springing Hard No 1 98
165 None No 1 86
166 None at Closing, Springing Hard No 2B 49
167 None No 2B 138
168 None No 1 45,000
169 None No 1 71,880
170 None No 2B 115
171 Soft at Closing, Springing Hard No 1 55,279
172 None No 1 17,120
173 None No 1 72,113
174 None No 1 13,650
175 None at Closing, Springing Hard No 1 16,991
176 None No 1 640
177 None No 1 16,103
178 None No 1 18,054
179 None No 1 31,315
180 None No 1 15,415
181 None No 1 72,000
182 None at Closing, Springing Hard No 1 70,849
183 None No 1 29,096
184 None No 1 12,502
185 None at Closing, Springing Hard No 1 45,859
186 None No 2B 99
187 None No 1 17,671
188 None No 1 30
189 None No 2B 96
190 None No 2B 72
191 Soft No 1 53,219
192 None No 2B 110
193 None No 2B 72
194 None No 1 756
195 None at Closing, Springing Hard No 1 18,000
196 None No 2B 120
197 None at Closing, Springing Hard No 1 64
EXHIBIT B-2
SERVICING FEE RATE SCHEDULE
Annex ID Property Name Primary Servicer Fee Master Servicer Fee Trustee Fee Rate
- -------- ------------------------------------------ -------------------- ------------------- ----------------
1 Villas Parkmerced 0.02000% 0.01000% 0.00010%
2 Valley View Center 0.02000% 0.01000% 0.00010%
3 SunTrust Center 0.02000% 0.01000% 0.00010%
4 Westin Philadelphia Hotel 0.02000% 0.01000% 0.00010%
5 Rock Pointe Corporate Center 0.01000% 0.00010%
6 Woodbury Lakes 0.02000% 0.01000% 0.00010%
7 The Harrisburg Portfolio 0.02000% 0.01000% 0.00010%
8 Empirian at Steele Park 0.02000% 0.01000% 0.00010%
9 Colonnade at Germantown 0.02000% 0.01000% 0.00010%
10 Sunset Media Tower 0.03000% 0.01000% 0.00010%
11 Stadium Gateway 0.02000% 0.01000% 0.00010%
12 Woodcrest Corporate Center 0.01000% 0.00010%
13 Riverview Square 0.02000% 0.01000% 0.00010%
14 Research Boulevard Center 0.02000% 0.01000% 0.00010%
15 Shorenstein Brisbane 0.02000% 0.01000% 0.00010%
16 Stratford Plaza 0.03000% 0.01000% 0.00010%
17 The Ansonia 0.01000% 0.00010%
18 Lodge at Stone Oak Ranch Apartment Homes 0.05000% 0.01000% 0.00010%
19 Canyon Corporate Plaza 0.01000% 0.00010%
20 1620, 1640, 1680 Century Center Parkway 0.02000% 0.01000% 0.00010%
21 1610 Century Center Parkway 0.02000% 0.01000% 0.00010%
22 1670 Century Center Parkway 0.02000% 0.01000% 0.00010%
23 1600 Century Center Parkway 0.02000% 0.01000% 0.00010%
24 1590 Century Center Parkway 0.02000% 0.01000% 0.00010%
25 Conexant Building 0.02000% 0.01000% 0.00010%
26 Vistas at Seven Bar Ranch 0.02000% 0.01000% 0.00010%
27 Top Food & Drug - Auburn, WA 0.00000% 0.01000% 0.00010%
28 Safeway - Vancouver, WA 0.00000% 0.01000% 0.00010%
29 Larry's Market - Tukwila, WA 0.00000% 0.01000% 0.00010%
30 Sherm's Thunderbird Market - Roseburg, OR 0.00000% 0.01000% 0.00010%
31 Eastfield Mall 0.02000% 0.01000% 0.00010%
32 University Club Tower 0.02000% 0.01000% 0.00010%
33 Mission Madison Priest Lake Apartments 0.02000% 0.01000% 0.00010%
34 Willowbrook West Apartments 0.02000% 0.01000% 0.00010%
35 Johnson Control Building 0.04000% 0.01000% 0.00010%
36 Mission Rockwall and Fairways Apartments 0.02000% 0.01000% 0.00010%
37 Canyon Plaza Shopping Center 0.05000% 0.01000% 0.00010%
38 Alpine Commons Shopping Center 0.02000% 0.01000% 0.00010%
39 Abbington Place 0.02000% 0.01000% 0.00010%
40 Heritage at Lakeside Apartment Homes 0.05000% 0.01000% 0.00010%
41 Indian Lakes Apartments 0.02000% 0.01000% 0.00010%
42 Story and King Plaza 0.01000% 0.00010%
43 Robinson Crossroads 0.02000% 0.01000% 0.00010%
44 The Exchange at Tallahassee Apts 0.01000% 0.00010%
45 Tramore Village Apartments 0.02000% 0.01000% 0.00010%
46 Trafalgar Plaza Portfolio 0.01000% 0.00010%
47 Mission Galleria Apartments 0.02000% 0.01000% 0.00010%
48 Old Alabama 0.02000% 0.01000% 0.00010%
49 Pricewaterhouse Coopers Office 0.03000% 0.01000% 0.00010%
50 Lake Creek Festival Center 0.02000% 0.01000% 0.00010%
51 Elwood Shopping Center 0.02000% 0.01000% 0.00010%
52 Wellpointe Medical Building 0.02000% 0.01000% 0.00010%
53 One Town Center 0.02000% 0.01000% 0.00010%
54 Magnolia Run 0.02000% 0.01000% 0.00010%
55 Breckenridge 0.02000% 0.01000% 0.00010%
56 Country Club 0.02000% 0.01000% 0.00010%
57 Willow Pointe 0.02000% 0.01000% 0.00010%
58 Hawthorne Exchange 0.02000% 0.01000% 0.00010%
59 928 Broadway 0.02000% 0.01000% 0.00010%
60 Walnut Hills Apartments 0.05000% 0.01000% 0.00010%
61 Maverick Creek Villas 0.01000% 0.00010%
62 IBM Call Center 0.02000% 0.01000% 0.00010%
63 Alhambra Center International 0.02000% 0.01000% 0.00010%
64 Rexford Park 0.02000% 0.01000% 0.00010%
65 Buena Park Promenade 0.01000% 0.00010%
66 Shelton Pointe 0.01000% 0.00010%
67 Galleria Pavilion 0.02000% 0.01000% 0.00010%
68 Verizon Call Center 0.02000% 0.01000% 0.00010%
69 Supertel Hotel Portfolio 0.01000% 0.00010%
70 Deerfield Plaza 0.02000% 0.01000% 0.00010%
71 Chrysler Retail 0.02000% 0.01000% 0.00010%
72 Woods Edge 0.02000% 0.01000% 0.00010%
73 South Duff Community Park I & II 0.02000% 0.01000% 0.00010%
74 21 Astor Place 0.02000% 0.01000% 0.00010%
75 Colonial Square 0.01000% 0.00010%
76 Aston Township Giant Food 0.02000% 0.01000% 0.00010%
77 5 Omni 0.02000% 0.01000% 0.00010%
78 Ashford Place Apartments 0.02000% 0.01000% 0.00010%
79 College Square Shopping Center 0.01000% 0.00010%
80 The Links at North Creek 0.02000% 0.01000% 0.00010%
81 Best Buy - Sunnyvale, CA 0.02000% 0.01000% 0.00010%
82 Fountain Square Apartments 0.02000% 0.01000% 0.00010%
83 Northwest Corners Apartments 0.02000% 0.01000% 0.00010%
84 Centennial Village 0.02000% 0.01000% 0.00010%
85 Wynwood Office Buildings 0.02000% 0.01000% 0.00010%
86 El Clair Medical Building 0.02000% 0.01000% 0.00010%
87 Sunwest Medical Center 0.01000% 0.00010%
88 Colony Crossings 0.05000% 0.01000% 0.00010%
89 Cortez Plaza East 0.01000% 0.00010%
90 Courtyard by Marriot - Erlanger 0.03000% 0.01000% 0.00010%
91 Bethany and ATI Buildings 0.02000% 0.01000% 0.00010%
92 Residence Inn - Cincinnati Airport 0.03000% 0.01000% 0.00010%
93 Centrelake Corporate Center 0.06000% 0.01000% 0.00010%
94 Birnam Wood Apartments 0.01000% 0.00010%
95 Maryland Place 0.02000% 0.01000% 0.00010%
96 Staybridge Suites-Lincolnshire 0.08000% 0.01000% 0.00010%
97 Savannah Place 0.02000% 0.01000% 0.00010%
98 Staybridge Suites-Glenview 0.08000% 0.01000% 0.00010%
99 4100 MacArthur Boulevard 0.02000% 0.01000% 0.00010%
100 Village Oaks Shopping Center 0.01000% 0.00010%
101 Fossil Ridge Apartments 0.02000% 0.01000% 0.00010%
102 Stonecreek Apartments-Phase I 0.01000% 0.00010%
103 Auburn Ridge Office Center 0.03000% 0.01000% 0.00010%
104 1815-1819 East Jericho Turnpike 0.01000% 0.00010%
105 New Albany Medical Office Building 0.02000% 0.01000% 0.00010%
106 Hampton Inn Dulles Airport 0.03000% 0.01000% 0.00010%
107 Village Plaza 0.01000% 0.00010%
108 Siempre Viva 0.02000% 0.01000% 0.00010%
109 Hilton Garden Inn - Newport News, VA 0.01000% 0.00010%
110 Civic Plaza Shopping Center 0.02000% 0.01000% 0.00010%
111 1033 Third Street 0.01000% 0.00010%
112 Brookfield Commons 0.02000% 0.01000% 0.00010%
113 Wabash Valley Plaza 0.02000% 0.01000% 0.00010%
114 Garand Lane 0.02000% 0.01000% 0.00010%
115 Shaw's Supermarket - Windham, NH 0.02000% 0.01000% 0.00010%
116 Eastgate Business Center 0.06000% 0.01000% 0.00010%
117 Woodstock 0.02000% 0.01000% 0.00010%
118 Lewisville Commons 0.02000% 0.01000% 0.00010%
119 Aku Tiki Inn 0.01000% 0.00010%
120 Fairfield Inn by Marriott - Chesapeake, VA 0.02000% 0.01000% 0.00010%
121 Prospect Park Apartments 0.06000% 0.01000% 0.00010%
122 5209 Concord Pike 0.02000% 0.01000% 0.00010%
123 Spectrum Fitness 0.01000% 0.00010%
124 300 Billerica Road 0.02000% 0.01000% 0.00010%
125 Morrell Park Apartments 0.02000% 0.01000% 0.00010%
126 Shaw's Supermarket - Littleton, NH 0.02000% 0.01000% 0.00010%
127 44 Bromfield Street 0.02000% 0.01000% 0.00010%
128 Jillians Boston 0.02000% 0.01000% 0.00010%
129 Lackland Self Storage - Belleville 0.03000% 0.01000% 0.00010%
130 Waterford Phase III 0.02000% 0.01000% 0.00010%
131 Crowne Plaza Phoenix 0.02000% 0.01000% 0.00010%
132 Pitt Street Center 0.05000% 0.01000% 0.00010%
133 Main Street Village 0.02000% 0.01000% 0.00010%
134 Hillcrest Shopping Center 0.02000% 0.01000% 0.00010%
135 Circuit City - Poughkeepsie, NY 0.02000% 0.01000% 0.00010%
136 Peapod Distribution Warehouse 0.02000% 0.01000% 0.00010%
137 Best Buy - Menomonee Falls, WI 0.02000% 0.01000% 0.00010%
138 Aquia Terrace Phase II 0.02000% 0.01000% 0.00010%
139 Hunterdon Hills Plaza 0.02000% 0.01000% 0.00010%
140 Habersham Village 0.03000% 0.01000% 0.00010%
141 West Park Retail 0.01000% 0.00010%
142 Trafalgar Square Apartments 0.02000% 0.01000% 0.00010%
143 Heritage Square - St. Charles, IL 0.02000% 0.01000% 0.00010%
144 Circuit City - Manassas, VA 0.02000% 0.01000% 0.00010%
145 5002-5012 Church Avenue 0.02000% 0.01000% 0.00010%
146 Cypress Corporate Park 0.03000% 0.01000% 0.00010%
147 Thorn Run Crossing 0.01000% 0.00010%
148 425 Fifth Avenue 0.02000% 0.01000% 0.00010%
149 Barnes & Noble Retail Center 0.02000% 0.01000% 0.00010%
150 Metro Center Diamond Bar 0.01000% 0.00010%
151 Lackland Self Storage - N. Brunswick 0.03000% 0.01000% 0.00010%
152 Lake City Mini-Storage 0.02000% 0.01000% 0.00010%
153 Hoke Plaza 0.02000% 0.01000% 0.00010%
154 Best Western - Radford, VA 0.02000% 0.01000% 0.00010%
155 Walgreens - Philadelphia, PA 0.01000% 0.00010%
156 Fairfield Inn & Suites - Lake Oswego 0.08000% 0.01000% 0.00010%
157 Whittier Plaza 0.01000% 0.00010%
158 Heritage Square - Fresno, CA 0.02000% 0.01000% 0.00010%
159 Ivy Hall Apartments 0.03000% 0.01000% 0.00010%
160 Best Western - Grasonville, MD 0.02000% 0.01000% 0.00010%
161 Bahama House 0.01000% 0.00010%
162 Best Western - Leesburg, VA 0.02000% 0.01000% 0.00010%
163 Bentley Retail 0.01000% 0.00010%
164 Comfort Inn - Staunton, VA 0.02000% 0.01000% 0.00010%
165 Fairfield Inn - Tucson Airport 0.03000% 0.01000% 0.00010%
166 Oxford Apartments 0.01000% 0.00010%
167 Charleston Arms Apartments 0.02000% 0.01000% 0.00010%
168 Best Buy Beaver Creek 0.02000% 0.01000% 0.00010%
169 The Gaylord Building 0.01000% 0.00010%
170 Spanish Oaks Apartments 0.02000% 0.01000% 0.00010%
171 Woods Cross Center 0.02000% 0.01000% 0.00010%
172 Hillside Terrace Shopping Center 0.02000% 0.01000% 0.00010%
173 Super Walmart - Tell City, IN 0.01000% 0.00010%
174 Walgreens - Durham, NC 0.02000% 0.01000% 0.00010%
175 Pueblo Place 0.02000% 0.01000% 0.00010%
176 Lackland Self Storage - Mountainside 0.03000% 0.01000% 0.00010%
177 Century Square 0.02000% 0.01000% 0.00010%
178 Battenkill Plaza 0.01000% 0.00010%
179 Satellite Shoppes 0.01000% 0.00010%
180 Grove Street Plaza 0.02000% 0.01000% 0.00010%
181 215 West Lake Street 0.02000% 0.01000% 0.00010%
182 Arrowhead Shopping Center 0.08000% 0.01000% 0.00010%
183 1705 West Garvey 0.02000% 0.01000% 0.00010%
184 Pacific Willow Center 0.01000% 0.00010%
185 Summit Trading Company - Puyallup, WA 0.01000% 0.00010%
186 Tara Close Apartments 0.02000% 0.01000% 0.00010%
187 Red Mountain Shopping Center 0.08000% 0.01000% 0.00010%
188 Lincoln Gardens Apartments 0.02000% 0.01000% 0.00010%
189 Berryhill Apartments 0.02000% 0.01000% 0.00010%
190 Autumn Ridge Apartments 0.08000% 0.01000% 0.00010%
191 Memorial Plaza 0.02000% 0.01000% 0.00010%
192 3165 Nostrand Avenue 0.02000% 0.01000% 0.00010%
193 Timber Glen II 0.03000% 0.01000% 0.00010%
194 Lackland Self Storage - Dover #2 0.03000% 0.01000% 0.00010%
195 National Road Marketplace 0.03000% 0.01000% 0.00010%
196 Francis Murphy Senior Apartments 0.03000% 0.01000% 0.00010%
197 Comfort Inn - Charlottesville, VA 0.02000% 0.01000% 0.00010%
Annex ID Property Name Subservicing Fee Rate Total Administrative Fee
- -------- ------------------------------------------ --------------------- ------------------------
1 Villas Parkmerced 0.00000% 0.0301%
2 Valley View Center 0.00000% 0.0301%
3 SunTrust Center 0.00000% 0.0301%
4 Westin Philadelphia Hotel 0.00000% 0.0301%
5 Rock Pointe Corporate Center 0.01500% 0.0251%
6 Woodbury Lakes 0.00000% 0.0301%
7 The Harrisburg Portfolio 0.00000% 0.0301%
8 Empirian at Steele Park 0.00000% 0.0301%
9 Colonnade at Germantown 0.00000% 0.0301%
10 Sunset Media Tower 0.00000% 0.0401%
11 Stadium Gateway 0.00000% 0.0301%
12 Woodcrest Corporate Center 0.02000% 0.0301%
13 Riverview Square 0.00000% 0.0301%
14 Research Boulevard Center 0.00000% 0.0301%
15 Shorenstein Brisbane 0.00000% 0.0301%
16 Stratford Plaza 0.00000% 0.0401%
17 The Ansonia 0.02000% 0.0301%
18 Lodge at Stone Oak Ranch Apartment Homes 0.00000% 0.0601%
19 Canyon Corporate Plaza 0.04000% 0.0501%
20 1620, 1640, 1680 Century Center Parkway 0.00000% 0.0301%
21 1610 Century Center Parkway 0.00000% 0.0301%
22 1670 Century Center Parkway 0.00000% 0.0301%
23 1600 Century Center Parkway 0.00000% 0.0301%
24 1590 Century Center Parkway 0.00000% 0.0301%
25 Conexant Building 0.00000% 0.0301%
26 Vistas at Seven Bar Ranch 0.00000% 0.0301%
27 Top Food & Drug - Auburn, WA 0.06000% 0.0701%
28 Safeway - Vancouver, WA 0.06000% 0.0701%
29 Larry's Market - Tukwila, WA 0.06000% 0.0701%
30 Sherm's Thunderbird Market - Roseburg, OR 0.06000% 0.0701%
31 Eastfield Mall 0.00000% 0.0301%
32 University Club Tower 0.00000% 0.0301%
33 Mission Madison Priest Lake Apartments 0.00000% 0.0301%
34 Willowbrook West Apartments 0.00000% 0.0301%
35 Johnson Control Building 0.00000% 0.0501%
36 Mission Rockwall and Fairways Apartments 0.00000% 0.0301%
37 Canyon Plaza Shopping Center 0.00000% 0.0601%
38 Alpine Commons Shopping Center 0.00000% 0.0301%
39 Abbington Place 0.00000% 0.0301%
40 Heritage at Lakeside Apartment Homes 0.00000% 0.0601%
41 Indian Lakes Apartments 0.00000% 0.0301%
42 Story and King Plaza 0.06000% 0.0701%
43 Robinson Crossroads 0.00000% 0.0301%
44 The Exchange at Tallahassee Apts 0.04000% 0.0501%
45 Tramore Village Apartments 0.00000% 0.0301%
46 Trafalgar Plaza Portfolio 0.03000% 0.0401%
47 Mission Galleria Apartments 0.00000% 0.0301%
48 Old Alabama 0.00000% 0.0301%
49 Pricewaterhouse Coopers Office 0.00000% 0.0401%
50 Lake Creek Festival Center 0.00000% 0.0301%
51 Elwood Shopping Center 0.00000% 0.0301%
52 Wellpointe Medical Building 0.00000% 0.0301%
53 One Town Center 0.00000% 0.0301%
54 Magnolia Run 0.00000% 0.0301%
55 Breckenridge 0.00000% 0.0301%
56 Country Club 0.00000% 0.0301%
57 Willow Pointe 0.00000% 0.0301%
58 Hawthorne Exchange 0.03000% 0.0601%
59 928 Broadway 0.00000% 0.0301%
60 Walnut Hills Apartments 0.00000% 0.0601%
61 Maverick Creek Villas 0.07000% 0.0801%
62 IBM Call Center 0.00000% 0.0301%
63 Alhambra Center International 0.00000% 0.0301%
64 Rexford Park 0.00000% 0.0301%
65 Buena Park Promenade 0.03000% 0.0401%
66 Shelton Pointe 0.06000% 0.0701%
67 Galleria Pavilion 0.00000% 0.0301%
68 Verizon Call Center 0.00000% 0.0301%
69 Supertel Hotel Portfolio 0.04000% 0.0501%
70 Deerfield Plaza 0.00000% 0.0301%
71 Chrysler Retail 0.00000% 0.0301%
72 Woods Edge 0.00000% 0.0301%
73 South Duff Community Park I & II 0.00000% 0.0301%
74 21 Astor Place 0.00000% 0.0301%
75 Colonial Square 0.04000% 0.0501%
76 Aston Township Giant Food 0.00000% 0.0301%
77 5 Omni 0.00000% 0.0301%
78 Ashford Place Apartments 0.00000% 0.0301%
79 College Square Shopping Center 0.04000% 0.0501%
80 The Links at North Creek 0.05000% 0.0801%
81 Best Buy - Sunnyvale, CA 0.00000% 0.0301%
82 Fountain Square Apartments 0.00000% 0.0301%
83 Northwest Corners Apartments 0.00000% 0.0301%
84 Centennial Village 0.00000% 0.0301%
85 Wynwood Office Buildings 0.00000% 0.0301%
86 El Clair Medical Building 0.00000% 0.0301%
87 Sunwest Medical Center 0.05000% 0.0601%
88 Colony Crossings 0.00000% 0.0601%
89 Cortez Plaza East 0.08000% 0.0901%
90 Courtyard by Marriot - Erlanger 0.00000% 0.0401%
91 Bethany and ATI Buildings 0.00000% 0.0301%
92 Residence Inn - Cincinnati Airport 0.00000% 0.0401%
93 Centrelake Corporate Center 0.00000% 0.0701%
94 Birnam Wood Apartments 0.04000% 0.0501%
95 Maryland Place 0.00000% 0.0301%
96 Staybridge Suites-Lincolnshire 0.00000% 0.0901%
97 Savannah Place 0.00000% 0.0301%
98 Staybridge Suites-Glenview 0.00000% 0.0901%
99 4100 MacArthur Boulevard 0.00000% 0.0301%
100 Village Oaks Shopping Center 0.03000% 0.0401%
101 Fossil Ridge Apartments 0.00000% 0.0301%
102 Stonecreek Apartments-Phase I 0.06000% 0.0701%
103 Auburn Ridge Office Center 0.00000% 0.0401%
104 1815-1819 East Jericho Turnpike 0.04000% 0.0501%
105 New Albany Medical Office Building 0.00000% 0.0301%
106 Hampton Inn Dulles Airport 0.00000% 0.0401%
107 Village Plaza 0.03000% 0.0401%
108 Siempre Viva 0.00000% 0.0301%
109 Hilton Garden Inn - Newport News, VA 0.05000% 0.0601%
110 Civic Plaza Shopping Center 0.00000% 0.0301%
111 1033 Third Street 0.08000% 0.0901%
112 Brookfield Commons 0.00000% 0.0301%
113 Wabash Valley Plaza 0.00000% 0.0301%
114 Garand Lane 0.00000% 0.0301%
115 Shaw's Supermarket - Windham, NH 0.00000% 0.0301%
116 Eastgate Business Center 0.00000% 0.0701%
117 Woodstock 0.00000% 0.0301%
118 Lewisville Commons 0.00000% 0.0301%
119 Aku Tiki Inn 0.04000% 0.0501%
120 Fairfield Inn by Marriott - Chesapeake, VA 0.00000% 0.0301%
121 Prospect Park Apartments 0.00000% 0.0701%
122 5209 Concord Pike 0.00000% 0.0301%
123 Spectrum Fitness 0.03000% 0.0401%
124 300 Billerica Road 0.00000% 0.0301%
125 Morrell Park Apartments 0.00000% 0.0301%
126 Shaw's Supermarket - Littleton, NH 0.00000% 0.0301%
127 44 Bromfield Street 0.00000% 0.0301%
128 Jillians Boston 0.00000% 0.0301%
129 Lackland Self Storage - Belleville 0.00000% 0.0401%
130 Waterford Phase III 0.00000% 0.0301%
131 Crowne Plaza Phoenix 0.00000% 0.0301%
132 Pitt Street Center 0.00000% 0.0601%
133 Main Street Village 0.00000% 0.0301%
134 Hillcrest Shopping Center 0.00000% 0.0301%
135 Circuit City - Poughkeepsie, NY 0.00000% 0.0301%
136 Peapod Distribution Warehouse 0.00000% 0.0301%
137 Best Buy - Menomonee Falls, WI 0.00000% 0.0301%
138 Aquia Terrace Phase II 0.00000% 0.0301%
139 Hunterdon Hills Plaza 0.00000% 0.0301%
140 Habersham Village 0.00000% 0.0401%
141 West Park Retail 0.05000% 0.0601%
142 Trafalgar Square Apartments 0.00000% 0.0301%
143 Heritage Square - St. Charles, IL 0.00000% 0.0301%
144 Circuit City - Manassas, VA 0.00000% 0.0301%
145 5002-5012 Church Avenue 0.00000% 0.0301%
146 Cypress Corporate Park 0.00000% 0.0401%
147 Thorn Run Crossing 0.08000% 0.0901%
148 425 Fifth Avenue 0.00000% 0.0301%
149 Barnes & Noble Retail Center 0.00000% 0.0301%
150 Metro Center Diamond Bar 0.08000% 0.0901%
151 Lackland Self Storage - N. Brunswick 0.00000% 0.0401%
152 Lake City Mini-Storage 0.06000% 0.0901%
153 Hoke Plaza 0.00000% 0.0301%
154 Best Western - Radford, VA 0.00000% 0.0301%
155 Walgreens - Philadelphia, PA 0.08000% 0.0901%
156 Fairfield Inn & Suites - Lake Oswego 0.00000% 0.0901%
157 Whittier Plaza 0.05000% 0.0601%
158 Heritage Square - Fresno, CA 0.00000% 0.0301%
159 Ivy Hall Apartments 0.00000% 0.0401%
160 Best Western - Grasonville, MD 0.00000% 0.0301%
161 Bahama House 0.07000% 0.0801%
162 Best Western - Leesburg, VA 0.00000% 0.0301%
163 Bentley Retail 0.10000% 0.1101%
164 Comfort Inn - Staunton, VA 0.00000% 0.0301%
165 Fairfield Inn - Tucson Airport 0.00000% 0.0401%
166 Oxford Apartments 0.11000% 0.1201%
167 Charleston Arms Apartments 0.00000% 0.0301%
168 Best Buy Beaver Creek 0.00000% 0.0301%
169 The Gaylord Building 0.08000% 0.0901%
170 Spanish Oaks Apartments 0.00000% 0.0301%
171 Woods Cross Center 0.03000% 0.0601%
172 Hillside Terrace Shopping Center 0.00000% 0.0301%
173 Super Walmart - Tell City, IN 0.08000% 0.0901%
174 Walgreens - Durham, NC 0.00000% 0.0301%
175 Pueblo Place 0.00000% 0.0301%
176 Lackland Self Storage - Mountainside 0.00000% 0.0401%
177 Century Square 0.00000% 0.0301%
178 Battenkill Plaza 0.07000% 0.0801%
179 Satellite Shoppes 0.04000% 0.0501%
180 Grove Street Plaza 0.00000% 0.0301%
181 215 West Lake Street 0.00000% 0.0301%
182 Arrowhead Shopping Center 0.00000% 0.0901%
183 1705 West Garvey 0.00000% 0.0301%
184 Pacific Willow Center 0.08000% 0.0901%
185 Summit Trading Company - Puyallup, WA 0.08000% 0.0901%
186 Tara Close Apartments 0.00000% 0.0301%
187 Red Mountain Shopping Center 0.00000% 0.0901%
188 Lincoln Gardens Apartments 0.00000% 0.0301%
189 Berryhill Apartments 0.00000% 0.0301%
190 Autumn Ridge Apartments 0.00000% 0.0901%
191 Memorial Plaza 0.00000% 0.0301%
192 3165 Nostrand Avenue 0.00000% 0.0301%
193 Timber Glen II 0.00000% 0.0401%
194 Lackland Self Storage - Dover #2 0.00000% 0.0401%
195 National Road Marketplace 0.00000% 0.0401%
196 Francis Murphy Senior Apartments 0.00000% 0.0401%
197 Comfort Inn - Charlottesville, VA 0.00000% 0.0301%
Annex ID Line # Loan Number Property Flag Mortgage Loan Seller Properties per Loan
- -------- ------ ----------- ------------- -------------------- -------------------
157 1 2 3 4 5
1 1000 GA24119 Loan GACC 1
2 2 GA25038 Loan GACC 1
3 3 GA24855 Loan GACC 1
4 4 GA23737 Loan GACC 1
6 5 GA24948 Loan GACC 1
6 Beyman Rollup GACC 2
8 7 DBM24294 Loan GACC 1
9 8 DBM24290 Loan GACC 1
11 10 DBM24865 Loan GACC 1
15 12 DBM24928 Loan GACC 2
15.1 14 DBM24928-2 Property GACC 1
15.2 13 DBM24928-1 Property GACC 1
15 Century Rollup GACC 5
20 16 DBM24990 Loan GACC 1
21 18 DBM24993 Loan GACC 1
22 19 DBM24994 Loan GACC 1
23 20 DBM24989 Loan GACC 1
24 21 DBM24754 Loan GACC 1
26 23 DBM24762 Loan GACC 1
31 25 DBM23944 Loan GACC 1
33 26 DBM25025 Loan GACC 2
33.1 29 DBM25025-2 Property GACC 1
33.2 27 DBM25025-1 Property GACC 1
36 31 DBM24431 Loan GACC 2
36.1 30 DBM24431-2 Property GACC 1
36.2 28 DBM24431-1 Property GACC 1
39 32 DBM25028 Loan GACC 1
41 33 DBM24772 Loan GACC 1
47 34 DBM24731 Loan GACC 1
48 35 DBM25026 Loan GACC 2
48.1 36 DBM25026-1 Property GACC 1
48.2 38 DBM25026-2 Property GACC 1
51 41 DBM24873 Loan GACC 1
42 Wilkinson Rollup GACC 4
54 40 DBM25186 Loan GACC 1
55 43 DBM25184 Loan GACC 1
56 44 DBM25185 Loan GACC 1
57 45 DBM25187 Loan GACC 1
58 46 DBM23779 Loan GACC 1
59 47 DBM24942 Loan GACC 1
62 48 DBM24961 Loan GACC 1
63 49 DBM24881 Loan GACC 1
67 50 DBM24768 Loan GACC 1
71 51 DBM24729 Loan GACC 1
72 52 DBM25032 Loan GACC 1
78 53 DBM24889 Loan GACC 1
84 54 DBM25029 Loan GACC 1
85 55 DBM24644 Loan GACC 1
91 56 DBM24864 Loan GACC 2
91.1 57 DBM24864-1 Property GACC 1
91.2 58 DBM24864-2 Property GACC 1
97 59 DBM25030 Loan GACC 1
99 60 DBM23999 Loan GACC 1
117 61 DBM24464 Loan GACC 1
122 62 DBM24742 Loan GACC 1
124 63 DBM24979 Loan GACC 1
130 67 DBM24890 Loan GACC 1
131 68 DBM25047 Loan GACC 1
138 69 DBM23646 Loan GACC 1
142 70 DBM24907 Loan GACC 1
145 72 DBM24736 Loan GACC 1
148 73 DBM25128 Loan GACC 1
152 74 DBM24867 Loan GACC 1
168 75 DBM25101 Loan GACC 1
171 76 DBM24796 Loan GACC 1
175 77 DBM24877 Loan GACC 1
177 78 DBM24737 Loan GACC 1
183 79 DBM24411 Loan GACC 1
186 80 DBM24759 Loan GACC 1
188 81 DBM24334 Loan GACC 1
191 82 DBM24636 Loan GACC 1
192 83 DBM24637 Loan GACC 1
5 200 7015375 Loan CGM 1
7 201 7014916 Loan CGM 4
7.1 202 7014916a Property CGM 1
7.2 203 7014916b Property CGM 1
7.3 204 7014916c Property CGM 1
7.4 205 7014916d Property CGM 1
12 206 7016202 Loan CGM 1
13 207 7014615 Loan CGM 1
14 208 7015639 Loan CGM 1
17 210 7013595 Loan CGM 1
19 211 7015363 Loan CGM 1
25 212 7015193 Loan CGM 1
213 ROLLUP CGM 4
27 214 7015075 Loan CGM 1
28 215 7015076 Loan CGM 1
29 216 7015074 Loan CGM 1
30 217 7015077 Loan CGM 1
32 218 7015165 Loan CGM 1
34 219 7016073 Loan CGM 1
38 220 7015821 Loan CGM 1
42 221 7013766 Loan CGM 1
43 222 7015106 Loan CGM 1
44 223 7013835 Loan CGM 1
45 224 7014901 Loan CGM 1
46 225 7015352 Loan CGM 2
46.1 226 7015352a Property CGM 1
46.2 227 7015352b Property CGM 1
50 229 7015103 Loan CGM 1
52 230 7013122 Loan CGM 1
53 231 7013845 Loan CGM 1
61 233 7013793 Loan CGM 1
64 234 7015341 Loan CGM 1
65 236 7014629 Loan CGM 1
66 237 7013925 Loan CGM 1
68 238 7015049 Loan CGM 1
69 239 7014862 Loan CGM 5
69.1 240 7014862a Property CGM 1
69.2 241 7014862b Property CGM 1
69.3 242 7014862c Property CGM 1
69.4 243 7014862d Property CGM 1
69.5 244 7014862e Property CGM 1
70 245 7014331 Loan CGM 1
73 246 7015095 Loan CGM 1
74 247 7014930 Loan CGM 1
75 248 7014489 Loan CGM 1
76 249 7011957 Loan CGM 1
77 250 7014018 Loan CGM 1
79 251 7014606 Loan CGM 1
80 252 7016142 Loan CGM 1
81 253 7015121 Loan CGM 1
82 254 7014297 Loan CGM 1
83 255 7014358 Loan CGM 1
86 257 7011637 Loan CGM 1
87 258 7014832 Loan CGM 1
89 260 7014616 Loan CGM 1
94 261 7011315 Loan CGM 1
95 263 7015166 Loan CGM 1
100 264 7015546 Loan CGM 1
101 265 7014421 Loan CGM 1
102 266 7014696 Loan CGM 1
104 267 7014048 Loan CGM 1
105 268 7012303 Loan CGM 1
107 270 7013756 Loan CGM 1
108 271 7014962 Loan CGM 1
109 272 7015732 Loan CGM 1
110 273 7014194 Loan CGM 1
111 274 7014785 Loan CGM 1
112 275 7014052 Loan CGM 1
113 277 7015295 Loan CGM 1
114 278 7013840 Loan CGM 2
114.1 279 7013840a Property CGM 1
114.2 280 7013840b Property CGM 1
115 281 7014833 Loan CGM 1
120 282 7014741 Loan CGM 1
119 283 7014911 Loan CGM 1
118 284 7014199 Loan CGM 1
123 285 7015631 Loan CGM 1
125 286 7015319 Loan CGM 1
126 287 7014882 Loan CGM 1
127 288 7013536 Loan CGM 1
128 289 7014969 Loan CGM 1
133 290 7014554 Loan CGM 1
134 291 7015009 Loan CGM 1
135 292 7013378 Loan CGM 1
136 293 7014746 Loan CGM 1
137 294 7014197 Loan CGM 1
139 295 7014757 Loan CGM 1
141 296 7014828 Loan CGM 1
143 297 7014493 Loan CGM 1
144 299 7013375 Loan CGM 1
147 300 7014602 Loan CGM 1
149 301 7013000 Loan CGM 1
150 302 7014556 Loan CGM 1
153 303 7014942 Loan CGM 1
154 304 7014056 Loan CGM 1
155 305 7014605 Loan CGM 1
157 306 7015698 Loan CGM 1
158 307 7013131 Loan CGM 1
160 308 7014054 Loan CGM 1
161 309 7014910 Loan CGM 1
162 310 7014055 Loan CGM 1
163 313 7013201 Loan CGM 1
164 315 7014300 Loan CGM 1
166 316 7015004 Loan CGM 1
167 317 7013588 Loan CGM 1
169 318 7015177 Loan CGM 1
170 319 7013591 Loan CGM 1
172 320 7014255 Loan CGM 1
173 321 7014670 Loan CGM 1
174 322 7014356 Loan CGM 1
178 323 7013467 Loan CGM 1
179 324 7013410 Loan CGM 1
180 325 7015138 Loan CGM 1
181 326 7012519 Loan CGM 1
184 328 7015543 Loan CGM 1
185 329 7014239 Loan CGM 1
189 331 7015318 Loan CGM 1
197 333 7014049 Loan CGM 1
196 401 880255760 Loan PNC 1
187 402 940951718 Loan PNC 1
49 404 940951944 Loan PNC 1
156 405 940951954 Loan PNC 1
37 406 940951981 Loan PNC 1
129 407 940952030 Loan PNC 1
165 408 940952118 Loan PNC 1
96 411 940952167 Loan PNC 1
98 412 940952168 Loan PNC 1
35 414 940952212 Loan PNC 1
121 415 940952216 Loan PNC 1
18 416 940952218 Loan PNC 1
10 417 940952229 Loan PNC 1
106 418 940952239 Loan PNC 1
190 419 940952266 Loan PNC 1
40 420 940952282 Loan PNC 1
159 421 940952283 Loan PNC 1
146 422 940952287 Loan PNC 1
116 423 940952290 Loan PNC 1
140 424 940952297 Loan PNC 1
193 425 940952299 Loan PNC 1
93 427 940952303 Loan PNC 1
132 428 940952311 Loan PNC 1
60 429 940952314 Loan PNC 1
182 430 940952315 Loan PNC 1
103 431 940952321 Loan PNC 1
92 432 940952324 Loan PNC 1
90 433 940952325 Loan PNC 1
194 434 940952327 Loan PNC 1
176 435 940952328 Loan PNC 1
151 436 940952329 Loan PNC 1
88 439 940952347 Loan PNC 1
16 440 940952349 Loan PNC 1
195 441 940952356 Loan PNC 1
Annex ID Property Name
- -------- ------------------------------------------
157 6
1 Villas Parkmerced
2 Valley View Center
3 SunTrust Center
4 Westin Philadelphia Hotel
6 Woodbury Lakes
Beyman Multifamily Portfolio
8 Empirian at Steele Park
9 Colonnade at Germantown
11 Stadium Gateway
15 Shorenstein Brisbane
15.1 7000 Marina Boulevard
15.2 5000 Marina Boulevard
Century Center Parkway Portfolio
20 1620, 1640, 1680 Century Center Parkway
21 1610 Century Center Parkway
22 1670 Century Center Parkway
23 1600 Century Center Parkway
24 1590 Century Center Parkway
26 Vistas at Seven Bar Ranch
31 Eastfield Mall
33 Mission Madison Priest Lake Apartments
33.1 Mission Madison Square Apartments
33.2 Mission Priest Lake Apartments
36 Mission Rockwall and Fairways Apartments
36.1 Mission Rockwall Apartments
36.2 Mission Fairways Apartments
39 Abbington Place
41 Indian Lakes Apartments
47 Mission Galleria Apartments
48 Old Alabama
48.1 Old Alabama - Phase I
48.2 Old Alabama - Phase II
51 Elwood Shopping Center
Wilkinson Portfolio
54 Magnolia Run
55 Breckenridge
56 Country Club
57 Willow Pointe
58 Hawthorne Exchange
59 928 Broadway
62 IBM Call Center
63 Alhambra Center International
67 Galleria Pavilion
71 Chrysler Retail
72 Woods Edge
78 Ashford Place Apartments
84 Centennial Village
85 Wynwood Office Buildings
91 Bethany and ATI Buildings
91.1 Bethany Building
91.2 ATI Building
97 Savannah Place
99 4100 MacArthur Boulevard
117 Woodstock
122 5209 Concord Pike
124 300 Billerica Road
130 Waterford Phase III
131 Crowne Plaza Phoenix
138 Aquia Terrace Phase II
142 Trafalgar Square Apartments
145 5002-5012 Church Avenue
148 425 Fifth Avenue
152 Lake City Mini-Storage
168 Best Buy Beaver Creek
171 Woods Cross Center
175 Pueblo Place
177 Century Square
183 1705 West Garvey
186 Tara Close Apartments
188 Lincoln Gardens Apartments
191 Memorial Plaza
192 3165 Nostrand Avenue
5 Rock Pointe Corporate Center
7 The Harrisburg Portfolio
7.1 Gateway Office Center - Flank Drive
7.2 Commerce Business Park
7.3 Rossmoyne Business Park
7.4 Gateway Office Center - Shannon Road
12 Woodcrest Corporate Center
13 Riverview Square
14 Research Boulevard Center
17 The Ansonia
19 Canyon Corporate Plaza
25 Conexant Building
AG Portfolio
27 Top Food & Drug - Auburn, WA
28 Safeway - Vancouver, WA
29 Larry's Market - Tukwila, WA
30 Sherm's Thunderbird Market - Roseburg, OR
32 University Club Tower
34 Willowbrook West Apartments
38 Alpine Commons Shopping Center
42 Story and King Plaza
43 Robinson Crossroads
44 The Exchange at Tallahassee Apts
45 Tramore Village Apartments
46 Trafalgar Plaza Portfolio
46.1 Trafalgar Plaza
46.2 Zimmerman Corporate Center
50 Lake Creek Festival Center
52 Wellpointe Medical Building
53 One Town Center
61 Maverick Creek Villas
64 Rexford Park
65 Buena Park Promenade
66 Shelton Pointe
68 Verizon Call Center
69 Supertel Hotel Portfolio
69.1 Comfort Suites - Fort Wayne, IN
69.2 Comfort Inn - Fayetteville, NC
69.3 Comfort Suites - Lafayette, IN
69.4 Hampton Inn & Suites - Warsaw, IN
69.5 Comfort Suites - Marion, IN
70 Deerfield Plaza
73 South Duff Community Park I & II
74 21 Astor Place
75 Colonial Square
76 Aston Township Giant Food
77 5 Omni
79 College Square Shopping Center
80 The Links at North Creek
81 Best Buy - Sunnyvale, CA
82 Fountain Square Apartments
83 Northwest Corners Apartments
86 El Clair Medical Building
87 Sunwest Medical Center
89 Cortez Plaza East
94 Birnam Wood Apartments
95 Maryland Place
100 Village Oaks Shopping Center
101 Fossil Ridge Apartments
102 Stonecreek Apartments-Phase I
104 1815-1819 East Jericho Turnpike
105 New Albany Medical Office Building
107 Village Plaza
108 Siempre Viva
109 Hilton Garden Inn - Newport News, VA
110 Civic Plaza Shopping Center
111 1033 Third Street
112 Brookfield Commons
113 Wabash Valley Plaza
114 Garand Lane
114.1 Bankside Business Park
114.2 Country Club Business Park
115 Shaw's Supermarket - Windham, NH
120 Fairfield Inn by Marriott - Chesapeake, VA
119 Aku Tiki Inn
118 Lewisville Commons
123 Spectrum Fitness
125 Morrell Park Apartments
126 Shaw's Supermarket - Littleton, NH
127 44 Bromfield Street
128 Jillians Boston
133 Main Street Village
134 Hillcrest Shopping Center
135 Circuit City - Poughkeepsie, NY
136 Peapod Distribution Warehouse
137 Best Buy - Menomonee Falls, WI
139 Hunterdon Hills Plaza
141 West Park Retail
143 Heritage Square - St. Charles, IL
144 Circuit City - Manassas, VA
147 Thorn Run Crossing
149 Barnes & Noble Retail Center
150 Metro Center Diamond Bar
153 Hoke Plaza
154 Best Western - Radford, VA
155 Walgreens - Philadelphia, PA
157 Whittier Plaza
158 Heritage Square - Fresno, CA
160 Best Western - Grasonville, MD
161 Bahama House
162 Best Western - Leesburg, VA
163 Bentley Retail
164 Comfort Inn - Staunton, VA
166 Oxford Apartments
167 Charleston Arms Apartments
169 The Gaylord Building
170 Spanish Oaks Apartments
172 Hillside Terrace Shopping Center
173 Super Walmart - Tell City, IN
174 Walgreens - Durham, NC
178 Battenkill Plaza
179 Satellite Shoppes
180 Grove Street Plaza
181 215 West Lake Street
184 Pacific Willow Center
185 Summit Trading Company - Puyallup, WA
189 Berryhill Apartments
197 Comfort Inn - Charlottesville, VA
196 Francis Murphy Senior Apartments
187 Red Mountain Shopping Center
49 Pricewaterhouse Coopers Office
156 Fairfield Inn & Suites - Lake Oswego
37 Canyon Plaza Shopping Center
129 Lackland Self Storage - Belleville
165 Fairfield Inn - Tucson Airport
96 Staybridge Suites-Lincolnshire
98 Staybridge Suites-Glenview
35 Johnson Control Building
121 Prospect Park Apartments
18 Lodge at Stone Oak Ranch Apartment Homes
10 Sunset Media Tower
106 Hampton Inn Dulles Airport
190 Autumn Ridge Apartments
40 Heritage at Lakeside Apartment Homes
159 Ivy Hall Apartments
146 Cypress Corporate Park
116 Eastgate Business Center
140 Habersham Village
193 Timber Glen II
93 Centrelake Corporate Center
132 Pitt Street Center
60 Walnut Hills Apartments
182 Arrowhead Shopping Center
103 Auburn Ridge Office Center
92 Residence Inn - Cincinnati Airport
90 Courtyard by Marriot - Erlanger
194 Lackland Self Storage - Dover #2
176 Lackland Self Storage - Mountainside
151 Lackland Self Storage - N. Brunswick
88 Colony Crossings
16 Stratford Plaza
195 National Road Marketplace
Annex ID Address City
- -------- ------------------------------------------------------------- -----------------------
157 7 8
1 3711 19th Avenue San Francisco
2 13331 Preston Road Dallas
3 200 South Orange Avenue Orlando
4 99 South 17th Street at Liberty Place Philadelphia
6 9000 Hudson Road Woodbury
Various Various
8 411 East Indian School Road Phoenix
9 7491 Wyndhurst Place Germantown
11 1900 South State College Boulevard Anaheim
15 Various Brisbane
15.1 7000 Marina Boulevard Brisbane
15.2 5000 Marina Boulevard Brisbane
Various Memphis
20 1620, 1640, 1680 Century Center Parkway Memphis
21 1610 Century Center Parkway Memphis
22 1670 Century Center Parkway Memphis
23 1600 Century Center Parkway Memphis
24 1590 Century Center Parkway Memphis
26 10600 Cibola Loop NW Albuquerque
31 1655 Boston Road (US Route 20) Springfield
33 Various Various
33.1 510 Heritage Drive Madison
33.2 3555 Bell Road Nashville
36 Various Various
36.1 923 Yellow Jacket Lane Rockwall
36.2 801 Interstate Highway 30 Mesquite
39 1521 Bridford Parkway Greensboro
41 1601 Hiawatha Drive Virginia Beach
47 5000 South Lincoln Trace Avenue Smyrna
48 3005 Old Alabama Road Alpharetta
48.1 3005 Old Alabama Road Alpharetta
48.2 3005 Old Alabama Road Alpharetta
51 1914-1968 Jericho Turnpike Dix Hills
Various Various
54 151 Century Drive Greenville
55 230 Pelham Road Greenville
56 200 Country Club Lane Anderson
57 201 Miracle Mile Drive Anderson
58 2831-2851-2909 West 120th Street Hawthorne
59 928 Broadway New York
62 1177 Beltline Road Coppell
63 150 Alhambra Circle Coral Gables
67 601-617 Mall Ring Circle Henderson
71 145-157 East 42nd Street New York
72 4655 Hope Valley Road Durham
78 905 Pineville Point Avenue Charlotte
84 2300 Holcomb Bridge Road Roswell
85 5160 & 5180 Parkstone Drive Chantilly
91 Various Various
91.1 500 West Bethany Drive Allen
91.2 10003 West Technology Boulevard Dallas
97 400 Magnolia Branch Drive Winston-Salem
99 4100 MacArthur Boulevard Newport Beach
117 5877 Ross Road Fairfield
122 5209 Concord Pike Wilmington
124 300 Billerica Road Chelmsford
130 2798, 2800, 2804, 2808, 2812, and 2816 Stantonsburg Road Greenville
131 2532 West Peoria Avenue Phoenix
138 190 White Pine Circle Stafford
142 2419-2473 County Home Road Greenville
145 5002-5012 Church Avenue Brooklyn
148 425 Fifth Avenue New York
152 3116 NE 130th Street Seattle
168 2907 Centre Drive Beaver Creek
171 750 South 500 West Woods Cross
175 2100, 2110, & 2120 North Rampart Boulevard Las Vegas
177 10000-10048 Hawthorne Boulevard Inglewood
183 1705 West Garvey Avenue North West Covina
186 77 Carpenter Avenue Mount Kisco
188 1802 F Street Napa
191 1150 Mineral Wells Avenue Paris
192 3165 Norstrand Avenue Brooklyn
5 1330 North Washington Street Spokane
7 Various Various
7.1 6340, 6345, 6360, 6375, 6380, 6385, 6400 and 6405 Flank Drive Harrisburg
7.2 2605 Interstate Drive and 2601 Market Place Harrisburg
7.3 5070 A, 5070 B and 5035 Ritter Road Mechanicsburg
7.4 75, 85 and 95 Shannon Road Harrisburg
12 101 Woodcrest Road Cherry Hill
13 99-101 East River Drive East Hartford
14 1801 & 1803 Research Boulevard Rockville
17 2109 Broadway New York
19 2510-2512 West Dunlap Avenue Phoenix
25 9808 and 9868 Scranton Road San Diego
Various Various
27 1702 Auburn Way North Auburn
28 13719 Southeast Mill Plain Boulevard Vancouver
29 3725 South 144th Street Tukwila
30 2553 Northwest Stewart Parkway Roseburg
32 1034 South Brentwood Boulevard Saint Louis
34 2053 Willowbrook Drive West Lafayette
38 1357 Route 9 Wappingers Falls
42 1824 Story Road San Jose
43 6511-6541 Steubenville Pike Pittsburgh
44 2915 Sharer Road Tallahassee
45 2222 East-West Connector Austell
46 Various Fort Lauderdale
46.1 5300-5310 Northwest 33rd Avenue Fort Lauderdale
46.2 2200 West Commercial Boulevard Fort Lauderdale
50 13729 Research Boulevard Austin
52 1701 East South Boulevard Rochester Hills
53 4201 Northview Drive Bowie
61 15651 Chase Hill Boulevard San Antonio
64 2100 & 2115 Rexford Road Charlotte
65 5825 & 5955 Lincoln Avenue Buena Park
66 2 Trap Falls Road Shelton
68 3400 Forest Drive Columbia
69 Various Various
69.1 5775 Coventry Lane Fort Wayne
69.2 1957 Cedar Creek Road Fayetteville
69.3 31 Frontage Road Lafayette
69.4 3328 East Center Street Warsaw
69.5 1345 North Baldwin Avenue Marion
70 12700 South Orange Blossom Trail Orlando
73 416-616 Billy Sunday Road Ames
74 21 Astor Place New York
75 3107 Boulevard Colonial Heights
76 3400 Concord Road Aston Township
77 5 Omni Way Chelmsford
79 444 WMC Drive Westminster
80 8786 North Creek Boulevard Southaven
81 760 East El Camino Real Sunnyvale
82 3115 Fountain Square Boulevard New Berlin
83 8520 Pitner Road Houston
86 6056-6080 Boynton Beach Boulevard Boynton Beach
87 5757 West Thunderbird Road Glendale
89 613-900 Cortez Road West Bradenton
94 900 Macbeth Drive Monroeville
95 8112 Maryland Avenue Clayton
100 1125-1175 Arnold Drive Martinez
101 5600 North Beach Street Haltom City
102 One Clubhouse Circle South Strabane Township
104 1815-1819 East Jericho Turnpike Huntington
105 7277 Smith's Mill Road New Albany
107 4212-4314 Highway 98 North Lakeland
108 8851 Kerns Street San Diego
109 180 Regal Way Newport News
110 501-571 South San Jacinto Street Hemet
111 1033 Third Street San Rafael
112 6600 West Broad Street Richmond
113 4650-4700 South US Highway 41 Terre Haute
114 Various Various
114.1 36-405/411, 36-555 Bankside, 36605 Sunair Cathedral City
114.2 77-585 Enfield, 39-740, 39-750, 39-760, 39-770 Garand Palm Desert
115 Route 111- Indian Rock Road Windham
120 1560 Crossways Boulevard Chesapeake
119 2225 South Atlantic Avenue Daytona Beach
118 104-189 Lowes Foods Drive Lewisville
123 22235 Sherman Way Canoga Park
125 525 Harris Street Henderson
126 625 Meadow Street Littleton
127 44 Bromfield Street Boston
128 1-9 Lansdowne Street, 145 Ipswich Street Boston
133 135, 175, & 265 East Ontario Avenue Corona
134 100 Green Springs Highway Birmingham
135 837 South Road Poughkeepsie
136 1325 Ensell Road Lake Zurich
137 N94 West 16855 Richfield Way Menomonee Falls
139 1392 US Highway 22 Lebanon
141 12601-12653 Olive Boulevard Creve Coeur
143 215 5th Avenue St. Charles
144 10640 Davidson Place Manassas
147 1132-1136 Thorn Run Road Moon Township
149 3300-3400 Rib Mountain Drive Wausau
150 3333 South Brea Canyon Road Diamond Bar
153 7700-7734 Hoke Road Englewood
154 1501 Tyler Avenue Radford
155 2014-24 South Broad Street Philadelphia
157 15214 Whittier Boulevard Whittier
158 3136-3300 East Tulare Avenue Fresno
160 3101 Main Street Grasonville
161 2001 South Atlantic Avenue Daytona Beach
162 726 East Market Street Leesburg
163 510 South Ocean Drive Miami Beach
164 1302 Richmond Avenue Staunton
166 1918-1922 1st Avenue Seattle
167 1551 Sam Rittenberg Boulevard Charleston
169 7282 William Barry Boulevard Syracuse
170 1515 Ashley River Road Charleston
172 2726-2736 Hillside Drive Delafield
173 730 US Highway 66 East Tell City
174 6405 Fayetteville Road Durham
178 4757 Main Street Manchester
179 3502-3522 Satellite Boulevard Duluth
180 14-20 Grove Street Darien
181 215 West Lake Street Chicago
184 4716 Pacific Highway East Fife
185 10409 Canyon Road East Puyallup
189 126 West Berryhill Drive Grass Valley
197 1807 Emmet Street Charlottesville
196 20014 Rosebank Way Hagerstown
187 2723-2733 N. Power Rd Mesa
49 1900 St. Antonie St Detroit
156 6100 Southwest Meadows Road Lake Oswego
37 503-599 Telegraph Canyon Road Chula Vista
129 125 Franklin St Belleville
165 6955 S. Tucson Blvd Tucson
96 100 Barclay Blvd Lincolnshire
98 2600 Lehigh Ave Glenview
35 7500 Tank Avenue Warren
121 545 Park Avenue East Orange
18 5400 West Parmer Lane Austin
10 6255 Sunset Boulevard Hollywood
106 4050 Westfax Drive Chantilly
190 2401 & 2451 36th Ave South Grand Forks
40 5900 Baywater Drive Plano
159 400 Wollaston Avenue Newark
146 10741 Walker Street Cypress
116 13040 & 13100 W. Lisbon Brookfield
140 5400 Habersham Road Savannah
193 4486 Timber Glen Drive Batavia
93 3300 E. Guasti Road Ontario
132 1240 & 1250 N. Pitt Street Alexandria
60 8920 Walnut Grove Road Memphis
182 17911-18011 E. 24 Highway Independence
103 3850 Hamlin Rd Auburn Hills
92 2811 Circleport Drive Erlanger
90 3990 Olympic Boulevard Erlanger
194 1929 Rt. 37 East Toms River
176 1229 Route 22 East Mountainside
151 1555 Livingston Avenue North Brunswick
88 10005 West Hillsborough Avenue Tampa
16 140-166 S. Gary Avenue Bloomingdale
195 1455 N. National Rd Columbus
Annex ID County State Zip Code Property Type Property Sub-Type Year Built
- -------- --------------------- ------- -------- ------------- ---------------------- ---------------------
157 9 10 11 12 13 14
1 San Francisco CA 94132 Multifamily Conventional 1944-1951
2 Dallas TX 75240 Retail Anchored 1965
3 Orange FL 32801 Office CBD 1988
4 Philadelphia PA 19103 Hotel Full Service 1989
6 Washington MN 55125 Retail Anchored 2005
Various Various Various Multifamily Conventional Various
8 Maricopa AZ 85012 Multifamily Conventional 1999
9 Shelby TN 38138 Multifamily Conventional 1997
11 Orange CA 92806 Office CBD 2001
15 San Mateo CA 94005 Office Suburban Various
15.1 San Mateo CA 94005 Office Suburban 1986
15.2 San Mateo CA 94005 Office Suburban 2000
Shelby TN 38134 Mixed Use Industrial / Office Various
20 Shelby TN 38134 Industrial Flex 1990, 1995
21 Shelby TN 38134 Office Suburban 2001
22 Shelby TN 38134 Office Suburban 2004
23 Shelby TN 38134 Industrial Flex 1995
24 Shelby TN 38134 Industrial Warehouse 1995
26 Bernalillo NM 87114 Multifamily Conventional 1986, 1996
31 Hampden MA 01129 Retail Anchored 1968
33 Davidson TN Various Multifamily Conventional Various
33.1 Davidson TN 37115 Multifamily Conventional 1973, 1979
33.2 Davidson TN 37214 Multifamily Conventional 1984, 2002
36 Various TX Various Multifamily Conventional Various
36.1 Rockwall TX 75087 Multifamily Conventional 1998
36.2 Dallas TX 75150 Multifamily Conventional 1999
39 Guilford NC 27407 Multifamily Conventional 1995
41 Princess Anne VA 23464 Multifamily Conventional 1985
47 Cobb GA 30080 Multifamily Conventional 1975
48 Fulton GA 30022 Retail Various Various
48.1 Fulton GA 30022 Retail Anchored 2000
48.2 Fulton GA 30022 Retail Anchored 2002
51 Suffolk NY 11731 Retail Unanchored 1960
Various SC Various Multifamily Conventional Various
54 Greenville SC 29607 Multifamily Conventional 1974
55 Greenville SC 29615 Multifamily Conventional 1972
56 Anderson SC 29625 Multifamily Conventional 1974
57 Anderson SC 29621 Multifamily Conventional 1972
58 Los Angeles CA 90250 Retail Anchored 2005
59 New York NY 10010 Office CBD 1909
62 Dallas TX 75019 Office Suburban 1998
63 Miami-Dade FL 33134 Office Suburban 1984
67 Clark NV 89014 Retail Anchored 2003
71 New York NY 10017 Retail Unanchored 1925, 1935
72 Durham NC 27707 Multifamily Conventional 1985
78 Mecklenburg NC 28217 Multifamily Conventional 2001
84 Fulton GA 30076 Retail Anchored 1999
85 Fairfax VA 20151 Office Suburban 1991
91 Various TX Various Office Suburban Various
91.1 Collin TX 75013 Office Suburban 1999
91.2 Dallas TX 75220 Office Suburban 2000
97 Forsyth NC 27104 Multifamily Conventional 1990
99 Orange CA 92660 Office Suburban 1976
117 Butler OH 45014 Multifamily Conventional 1975
122 New Castle DE 19803 Retail Unanchored 1972, 1985
124 Middlesex MA 01824 Office Flex 1984
130 Pitt NC 27834 Multifamily Conventional 2004
131 Maricopa AZ 85029 Hotel Full Service 1981
138 Stafford VA 22554 Multifamily Conventional 2005
142 Pitt NC 27858 Multifamily Conventional 2003-2005
145 Kings NY 11203 Retail Anchored 1952
148 New York NY 10016 Retail Single Tenant 2002
152 Kings WA 98125 Self Storage Self Storage 1988
168 Greene OH 45324 Retail Single Tenant 1994
171 Davis UT 84047 Retail Anchored 1997
175 Clark NV 89128 Retail Unanchored 2005
177 Los Angeles CA 90304 Retail Unanchored 1986
183 Los Angeles CA 91790 Mixed Use Industrial / Warehouse 1984
186 Westchester NY 10549 Multifamily Co-Op 1969
188 Napa CA 94559 Multifamily Conventional 2004
191 Henry TN 38242 Retail Anchored 1997
192 Kings NY 11229 Multifamily Co-Op 1953
5 Spokane WA 99201 Office CBD 1987-1998
7 Various PA Various Office Suburban Various
7.1 Dauphin PA 17112 Office Suburban 1988-2000
7.2 Dauphin PA 17110 Office Suburban 1989-1990
7.3 Cumberland PA 17055 Office Suburban 1988-1989
7.4 Dauphin PA 17112 Office Suburban 2000
12 Camden NJ 08003 Office Suburban 1960-1975
13 Hartford CT 06108 Office Suburban 1982 & 1983
14 Montgomery MD 20850 Office Suburban 1980 & 1983
17 New York NY 10023 Mixed Use Retail/Office 1904
19 Maricopa AZ 85021 Office Suburban 1989 & 1999
25 San Diego CA 92121 Office Suburban 1986 & 1993
Various Various Various Retail Anchored 1993
27 King WA 98002 Retail Anchored 1993
28 Clark WA 98684 Retail Anchored 1993
29 King WA 98168 Retail Anchored 1993
30 Douglas OR 97470 Retail Anchored 1993
32 Saint Louis MO 63117 Office Suburban 1973
34 Tippecanoe IN 47906 Multifamily Student Housing 2000-2002
38 Dutchess NY 12590 Retail Anchored 1992-1997
42 Santa Clara CA 95122 Retail Anchored 2005
43 Allegheny PA 15205 Retail Anchored 1997
44 Leon FL 32312 Multifamily Student Housing 2001
45 Cobb GA 30106 Multifamily Conventional 1998-1999
46 Broward FL 33309 Office Suburban Various
46.1 Broward FL 33309 Office Suburban 1986
46.2 Broward FL 33309 Office Suburban 1984
50 Williamson TX 78750 Retail Anchored 1990
52 Oakland MI 48307 Office Medical Office 2004
53 Prince George's MD 20716 Office Suburban 1986
61 Bexar TX 78256 Multifamily Student Housing 1998
64 Mecklenburg NC 28211 Office Suburban 1979 & 1980
65 Orange CA 90620 Retail Anchored 1966
66 Fairfield CT 06484 Office Suburban 1985
68 Richland SC 29204 Office Call Center 1990
69 Various Various Various Hotel Limited Service Various
69.1 Allen IN 46804 Hotel Limited Service 1996
69.2 Cumberland NC 28312 Hotel Limited Service 1985
69.3 Tippecanoe IN 47905 Hotel Limited Service 1997
69.4 Kosciusko IN 46582 Hotel Limited Service 1997
69.5 Grant IN 46952 Hotel Limited Service 1995
70 Orange FL 32837 Retail Anchored 2004
73 Story IA 50010 Multifamily Student Housing 2000-2006
74 New York NY 10003 Retail Anchored 1904
75 Colonial Heights City VA 23834 Retail Anchored 1967
76 Delaware PA 19014 Retail Anchored 2005
77 Middlesex MA 01824 Office Suburban 1985
79 Carroll MD 21158 Retail Anchored 1999
80 Desoto MS 38671 Multifamily Conventional 2002
81 Santa Clara CA 94087 Retail Anchored 2005
82 Waukesha WI 53151 Multifamily Conventional 1988 & 1991 & 1998
83 Harris TX 77080 Multifamily Conventional 1973
86 Palm Beach FL 33437 Office Medical Office 2004
87 Maricopa AZ 85306 Office Medical Office 1984
89 Manatee FL 34207 Retail Anchored 1968
94 Allegheny PA 15146 Multifamily Conventional 1964-1967
95 Saint Louis MO 63105 Office Suburban 1987
100 Contra Costa CA 94553 Retail Anchored 1984
101 Tarrant TX 76137 Multifamily Conventional 1986
102 Washington PA 15301 Multifamily Conventional 2002-2005
104 Suffolk NY 11743 Retail Anchored 1996
105 Franklin OH 43054 Office Medical Office 2004-2005
107 Polk FL 33809 Retail Anchored 1989
108 San Diego CA 92154 Industrial Industrial 2003
109 Newport News City VA 23602 Hotel Limited Service 2004
110 Riverside CA 92543 Mixed Use Office/Retail 1971
111 Marin CA 94901 Office Medical Office 1999
112 Henrico VA 23230 Office CBD 1976
113 Vigo IN 47802 Retail Anchored 1988
114 Riverside CA Various Industrial Various Various
114.1 Riverside CA 92234 Industrial Flex 1988
114.2 Riverside CA 92211 Industrial Warehouse 2000
115 Rockingham NH 03087 Land Retail 2005
120 Chesapeake City VA 23320 Hotel Limited Service 1995
119 Volusia FL 32118 Hotel Full Service 1968
118 Forsyth NC 27023 Retail Anchored 1999
123 Los Angeles CA 91303 Other Health Club 1980-1981
125 Clark NV 89015 Multifamily Conventional 1981
126 Grafton NH 03561 Retail Anchored 2001
127 Suffolk MA 02108 Mixed Use Office/Retail 1913
128 Suffolk MA 02215 Retail Unanchored 1890
133 Riverside CA 92879 Retail Unanchored 2005
134 Jefferson AL 35209 Retail Anchored 1971
135 Dutchess NY 12601 Retail Anchored 1996
136 Lake IL 60047 Industrial Warehouse 1999
137 Waukesha WI 53051 Retail Anchored 2005
139 Hunterdon NJ 08833 Mixed Use Office/Retail 1985-2004
141 Saint Louis MO 63141 Retail Unanchored 1987-1990
143 Kane IL 60174 Mixed Use Multifamily/Office 1900-1920 & 2002-2004
144 Prince William VA 20109 Retail Anchored 1996
147 Allegheny PA 15108 Retail Unanchored 1989
149 Marathon WI 54401 Retail Unanchored 2002
150 Los Angeles CA 91765 Office Suburban 1982
153 Montgomery OH 45315 Retail Unanchored 2005
154 Radford VA 24141 Hotel Limited Service 1983 & 1984
155 Philadelphia PA 19145 Retail Anchored 1996
157 Los Angeles CA 90603 Retail Anchored 1960
158 Fresno CA 93702 Retail Anchored 1984
160 Queen Anne's MD 21638 Hotel Limited Service 1990
161 Volusia FL 32118 Hotel Limited Service 1994
162 Loudoun VA 20176 Hotel Limited Service 1986
163 Miami-Dade FL 33139 Retail Unanchored 1920
164 Shenandoah VA 24401 Hotel Limited Service 1987
166 King WA 98101 Multifamily Conventional 1909
167 Charleston SC 29407 Multifamily Conventional 1966
169 Onondaga NY 13212 Industrial Flex 2005
170 Charleston SC 29407 Multifamily Conventional 1972
172 Waukesha WI 53018 Retail Unanchored 2003
173 Perry IN 47586 Retail Anchored 1992
174 Durham NC 27713 Retail Anchored 2004
178 Bennington VT 05254 Retail Unanchored 1850
179 Gwinnett GA 30096 Retail Unanchored 1987
180 Fairfield CT 06820 Mixed Use Multifamily/Retail 2005
181 Cook IL 60606 Other Parking Garage 1929
184 Pierce WA 98424 Retail Unanchored 2005
185 Pierce WA 98373 Retail Anchored 1995
189 Nevada CA 95945 Multifamily Conventional 1981
197 Charlottesville City VA 22901 Hotel Limited Service 1988
196 Washington MD 21742 Multifamily Section 42 2002
187 Maricopa AZ 85207 Retail Anchored 2000
49 Wayne MI 48226 Office CBD 2005
156 Clackamus OR 97035 Hotel Limited Service 1999
37 San Diego CA 91910 Retail Anchored 1979
129 Essex NJ 07109 Self Storage Self Storage 2001
165 Pima AZ 85706 Hotel Limited Service 1998
96 Lake IL 60069 Hotel Extended Stay 2003
98 Cook IL 60026 Hotel Extended Stay 2003
35 Macomb MI 48092 Industrial Industrial 2000
121 Essex NJ 07017 Multifamily Retirement 1977
18 Travis TX 78727 Multifamily Conventional 2001
10 Los Angeles CA 90028 Office Suburban 1972
106 Fairfax VA 20151 Hotel Limited Service 1989
190 Maricopa ND 58201 Multifamily Conventional 2005
40 Collin TX 75093 Multifamily Conventional 2001
159 New Castle DE 19711 Multifamily Student Housing 1959
146 Orange CA 90630 Industrial Flex 2001
116 Waukesha WI 53005 Industrial Flex 2000
140 Chatham GA 31405 Retail Unanchored 1953
193 Clermont OH 45103 Multifamily Conventional 1995
93 San Bernardino CA 91761 Office Suburban 2005
132 Alexandria VA 22314 Office Suburban 1986
60 Shelby TN 38018 Multifamily Conventional 2000
182 Jackson MO 64056 Retail Anchored 1987
103 Oakland MI 48326 Mixed Use Office/Industrial 2004
92 Boone KY 41018 Hotel Extended Stay 1997
90 Boone KY 41018 Hotel Full Service 2000
194 Ocean NJ 08753 Self Storage Self Storage 2002
176 Union NJ 07092 Self Storage Self Storage 2001
151 Middlesex NJ 08982 Self Storage Self Storage 1984
88 Hillsborough FL 33615 Retail Anchored 1989
16 Dupage IL 60108 Retail Anchored 1992
195 Bartholomew IN 47201 Retail Unanchored 2005
Annex ID Year Renovated Units/Rentable Square Ft. Primary Unit of Measure Original Balance Cut-off Date
- -------- -------------- ------------------------- ----------------------- ---------------- ------------
157 15 16 17 18 19
1 Ongoing 3,221 Units $300,000,000 3/1/2006
2 2004 733,459 Sq. Ft. $125,000,000 3/1/2006
3 Ongoing 646,281 Sq. Ft. $77,000,000 3/1/2006
4 1999 290 Rooms $72,000,000 3/1/2006
6 NAP 304,445 Sq. Ft. $65,000,000 3/1/2006
651 Units $60,640,000 3/1/2006
8 NAP 399 Units $38,500,000 3/1/2006
9 NAP 252 Units $22,140,000 3/1/2006
11 NAP 272,827 Sq. Ft. $52,000,000 3/1/2006
15 NAP 167,177 Sq. Ft. $39,625,000 3/1/2006
15.1 NAP 104,092 Sq. Ft. $24,450,000 3/1/2006
15.2 NAP 63,085 Sq. Ft. $15,175,000 3/1/2006
520,052 Sq. Ft. $31,000,000 3/1/2006
20 NAP 225,869 Sq. Ft. $14,600,000 3/1/2006
21 NAP 48,495 Sq. Ft. $4,900,000 3/1/2006
22 NAP 33,688 Sq. Ft. $4,400,000 3/1/2006
23 NAP 94,000 Sq. Ft. $3,600,000 3/1/2006
24 NAP 118,000 Sq. Ft. $3,500,000 3/1/2006
26 NAP 572 Units $30,700,000 3/1/2006
31 1986, 1999 274,300 Sq. Ft. $29,760,000 3/1/2006
33 NAP 649 Units $28,600,000 3/1/2006
33.1 NAP 349 Units $15,379,661 3/1/2006
33.2 NAP 300 Units $13,220,339 3/1/2006
36 NAP 444 Units $26,650,000 3/1/2006
36.1 NAP 224 Units $13,921,642 3/1/2006
36.2 NAP 220 Units $12,728,358 3/1/2006
39 NAP 360 Units $23,700,000 3/1/2006
41 NAP 296 Units $22,000,000 3/1/2006
47 2000 416 Units $20,000,000 3/1/2006
48 NAP 103,168 Sq. Ft. $20,000,000 3/1/2006
48.1 NAP 89,128 Sq. Ft. $17,214,765 3/1/2006
48.2 NAP 14,040 Sq. Ft. $2,785,235 3/1/2006
51 1997 85,929 Sq. Ft. $19,000,000 3/1/2006
764 Units $17,800,000 3/1/2006
54 NAP 212 Units $6,270,000 3/1/2006
55 NAP 236 Units $4,660,000 3/1/2006
56 NAP 180 Units $4,400,000 3/1/2006
57 NAP 136 Units $2,470,000 3/1/2006
58 NAP 60,304 Sq. Ft. $17,300,000 3/1/2006
59 2004-2005 76,625 Sq. Ft. $17,000,000 3/1/2006
62 NAP 150,000 Sq. Ft. $16,600,000 3/1/2006
63 NAP 105,580 Sq. Ft. $16,500,000 3/1/2006
67 NAP 64,211 Sq. Ft. $15,500,000 3/1/2006
71 2003, 2005 28,593 Sq. Ft. $14,000,000 3/1/2006
72 NAP 264 Units $13,950,000 3/1/2006
78 NAP 264 Units $13,000,000 3/1/2006
84 NAP 95,876 Sq. Ft. $12,000,000 3/1/2006
85 NAP 88,183 Sq. Ft. $11,800,000 3/1/2006
91 NAP 120,318 Sq. Ft. $10,600,000 3/1/2006
91.1 NAP 84,518 Sq. Ft. $6,200,000 3/1/2006
91.2 NAP 35,800 Sq. Ft. $4,400,000 3/1/2006
97 NAP 172 Units $10,150,000 3/1/2006
99 NAP 45,890 Sq. Ft. $10,000,000 3/1/2006
117 NAP 194 Units $8,000,000 3/1/2006
122 NAP 34,495 Sq. Ft. $7,800,000 3/1/2006
124 2005 110,882 Sq. Ft. $7,500,000 3/1/2006
130 NAP 120 Units $7,250,000 3/1/2006
131 1998, 2004 250 Rooms $7,200,000 3/1/2006
138 NAP 64 Units $6,400,000 3/1/2006
142 NAP 136 Units $6,200,000 3/1/2006
145 NAP 18,500 Sq. Ft. $5,750,000 3/1/2006
148 2004 10,195 Sq. Ft. $5,600,000 3/1/2006
152 2004 821 Units $5,300,000 3/1/2006
168 NAP 45,000 Sq. Ft. $4,600,000 3/1/2006
171 NAP 55,279 Sq. Ft. $4,400,000 3/1/2006
175 NAP 16,991 Sq. Ft. $4,200,000 3/1/2006
177 NAP 16,103 Sq. Ft. $4,175,000 3/1/2006
183 NAP 29,096 Sq. Ft. $3,750,000 3/1/2006
186 2005 99 Units $3,600,000 3/1/2006
188 NAP 30 Units $3,500,000 3/1/2006
191 NAP 53,219 Sq. Ft. $3,200,000 3/1/2006
192 1999 110 Units $3,000,000 3/1/2006
5 2003 & 2004 565,746 Sq. Ft. $70,630,000 3/11/2006
7 2004 671,759 Sq. Ft. $61,000,000 3/11/2006
7.1 2004 353,954 Sq. Ft. $27,835,724
7.2 144,867 Sq. Ft. $15,349,413
7.3 117,212 Sq. Ft. $10,975,228
7.4 55,726 Sq. Ft. $6,839,635
12 2004 333,275 Sq. Ft. $50,400,000 3/11/2006
13 321,205 Sq. Ft. $44,000,000 3/11/2006
14 1995 257,280 Sq. Ft. $43,000,000 3/11/2006
17 1982 103,928 Sq. Ft. $38,000,000 3/11/2006
19 301,696 Sq. Ft. $31,750,000 3/11/2006
25 199,458 Sq. Ft. $31,000,000 3/11/2006
265,459 Sq. Ft. $29,800,000 3/11/2006
27 71,983 Sq. Ft. $8,800,000 3/11/2006
28 68,164 Sq. Ft. $8,000,000 3/11/2006
29 57,084 Sq. Ft. $7,000,000 3/11/2006
30 68,228 Sq. Ft. $6,000,000 3/11/2006
32 272,942 Sq. Ft. $28,700,000 3/11/2006
34 360 Units $28,600,000 3/11/2006
38 209,200 Sq. Ft. $24,000,000 3/11/2006
42 61,819 Sq. Ft. $21,630,000 3/11/2006
43 120,344 Sq. Ft. $21,000,000 3/11/2006
44 324 Units $21,000,000 3/11/2006
45 324 Units $20,750,000 3/11/2006
46 167,824 Sq. Ft. $20,440,000 3/11/2006
46.1 98,631 Sq. Ft. $11,406,592
46.2 69,193 Sq. Ft. $9,033,408
50 263,055 Sq. Ft. $19,500,000 3/11/2006
52 92,597 Sq. Ft. $19,000,000 3/11/2006
53 2004 101,837 Sq. Ft. $17,825,000 3/11/2006
61 258 Units $16,850,000 3/11/2006
64 1995 & 2000 136,299 Sq. Ft. $16,200,000 3/11/2006
65 2005 103,973 Sq. Ft. $15,750,000 3/11/2006
66 1992 158,462 Sq. Ft. $15,800,000 3/11/2006
68 1996 231,477 Sq. Ft. $15,500,000 3/11/2006
69 2005 443 Rooms $14,830,000 3/11/2006
69.1 2005 128 Rooms $4,445,356
69.2 120 Rooms $3,570,860
69.3 62 Rooms $3,097,174
69.4 71 Rooms $2,040,491
69.5 62 Rooms $1,676,118
70 88,103 Sq. Ft. $14,400,000 3/11/2006
73 209 Units $13,755,000 3/11/2006
74 2003 11,121 Sq. Ft. $13,670,000 3/11/2006
75 1996 & 1997 169,026 Sq. Ft. $13,215,000 3/11/2006
76 55,000 Sq. Ft. $13,250,000 3/11/2006
77 2003 131,252 Sq. Ft. $13,250,000 3/11/2006
79 81,332 Sq. Ft. $13,000,000 3/11/2006
80 250 Units $12,720,000 3/11/2006
81 30,071 Sq. Ft. $12,529,000 3/11/2006
82 2005 256 Units $12,500,000 3/11/2006
83 2001 466 Units $12,375,000 3/11/2006
86 56,077 Sq. Ft. $11,500,000 3/11/2006
87 2003 86,492 Sq. Ft. $11,400,000 3/11/2006
89 2004 169,330 Sq. Ft. $11,000,000 3/11/2006
94 2003 337 Units $10,400,000 3/11/2006
95 80,120 Sq. Ft. $10,300,000 3/11/2006
100 2001 79,863 Sq. Ft. $10,000,000 3/11/2006
101 2003 288 Units $10,000,000 3/11/2006
102 130 Units $10,000,000 3/11/2006
104 51,800 Sq. Ft. $10,050,000 3/11/2006
105 59,044 Sq. Ft. $9,600,000 3/11/2006
107 2003 134,548 Sq. Ft. $9,300,000 3/11/2006
108 115,290 Sq. Ft. $9,230,000 3/11/2006
109 122 Rooms $9,000,000 3/11/2006
110 2004 128,388 Sq. Ft. $8,900,000 3/11/2006
111 34,025 Sq. Ft. $8,750,000 3/11/2006
112 1993 91,875 Sq. Ft. $8,550,000 3/11/2006
113 2005 129,631 Sq. Ft. $8,280,000 3/11/2006
114 2002 91,142 Sq. Ft. $8,250,000 3/11/2006
114.1 32,602 Sq. Ft. $4,125,000
114.2 2002 58,540 Sq. Ft. $4,125,000
115 63,500 Sq. Ft. $8,250,000 3/11/2006
120 2004 105 Rooms $8,025,000 3/11/2006
119 2005 132 Rooms $8,000,000 3/11/2006
118 75,824 Sq. Ft. $7,950,000 3/11/2006
123 1999 101,000 Sq. Ft. $7,738,000 3/11/2006
125 160 Units $7,419,000 3/11/2006
126 54,985 Sq. Ft. $7,400,000 3/11/2006
127 2003 42,053 Sq. Ft. $7,350,000 3/11/2006
128 1985 97,007 Sq. Ft. $7,350,000 3/11/2006
133 20,000 Sq. Ft. $6,800,000 3/11/2006
134 1989 114,198 Sq. Ft. $6,800,000 3/11/2006
135 42,000 Sq. Ft. $6,823,000 3/11/2006
136 94,000 Sq. Ft. $6,595,000 3/11/2006
137 30,519 Sq. Ft. $6,500,000 3/11/2006
139 2002 54,025 Sq. Ft. $6,440,000 3/11/2006
141 39,528 Sq. Ft. $6,250,000 3/11/2006
143 2004 50,640 Sq. Ft. $6,200,000 3/11/2006
144 2002 33,879 Sq. Ft. $5,800,000 3/11/2006
147 1996 47,165 Sq. Ft. $5,650,000 3/11/2006
149 54,688 Sq. Ft. $5,500,000 3/11/2006
150 40,184 Sq. Ft. $5,400,000 3/11/2006
153 28,800 Sq. Ft. $5,300,000 3/11/2006
154 2004 104 Rooms $5,300,000 3/11/2006
155 13,396 Sq. Ft. $5,240,000 3/11/2006
157 2005 33,160 Sq. Ft. $5,140,000 3/11/2006
158 41,870 Sq. Ft. $5,088,000 3/11/2006
160 2004 92 Rooms $5,000,000 3/11/2006
161 2005 95 Rooms $5,000,000 3/11/2006
162 2004 99 Rooms $5,000,000 3/11/2006
163 1998 9,232 Sq. Ft. $4,800,000 3/11/2006
164 2004 98 Rooms $4,800,000 3/11/2006
166 1987 49 Units $4,650,000 3/11/2006
167 138 Units $4,640,000 3/11/2006
169 71,880 Sq. Ft. $4,600,000 3/11/2006
170 2004 115 Units $4,480,000 3/11/2006
172 17,120 Sq. Ft. $4,400,000 3/11/2006
173 2004 72,113 Sq. Ft. $4,400,000 3/11/2006
174 13,650 Sq. Ft. $4,261,500 3/11/2006
178 2005 18,054 Sq. Ft. $4,100,000 3/11/2006
179 2005 31,315 Sq. Ft. $4,025,000 3/11/2006
180 15,415 Sq. Ft. $4,000,000 3/11/2006
181 1990 72,000 Sq. Ft. $3,900,000 3/11/2006
184 12,502 Sq. Ft. $3,760,000 3/11/2006
185 45,859 Sq. Ft. $3,800,000 3/11/2006
189 96 Units $3,441,000 3/11/2006
197 2005 64 Rooms $2,300,000 3/11/2006
196 2004 120 Units $2,470,000 3/1/2006
187 NAP 17,671 Sq. Ft. $3,500,000 3/1/2006
49 NAP 105,980 Sq. Ft. $20,000,000 3/1/2006
156 2001 124 Rooms $5,200,000 3/1/2006
37 2004 117,594 Sq. Ft. $24,850,000 3/1/2006
129 2004 1,151 Units $7,290,000 3/1/2006
165 2002 86 Rooms $4,750,000 3/1/2006
96 NAP 118 Rooms $10,300,000 3/1/2006
98 NAP 120 Rooms $10,050,000 3/1/2006
35 2003 268,000 Sq. Ft. $27,000,000 3/1/2006
121 NAP 130 Units $7,800,000 3/1/2006
18 NAP 434 Units $33,100,000 3/1/2006
10 1990 314,435 Sq. Ft. $55,000,000 3/1/2006
106 2005 137 Rooms $9,500,000 3/1/2006
190 NAP 72 Units $3,250,000 3/1/2006
40 NAP 181 Units $22,475,000 3/1/2006
159 1990 84 Units $5,094,000 3/1/2006
146 NAP 67,000 Sq. Ft. $5,700,000 3/1/2006
116 NAP 118,871 Sq. Ft. $8,100,000 3/1/2006
140 1977 63,432 Sq. Ft. $6,307,000 3/1/2006
193 NAP 72 Units $2,850,000 3/1/2006
93 NAP 61,298 Sq. Ft. $10,500,000 3/1/2006
132 NAP 40,355 Sq. Ft. $7,049,000 3/1/2006
60 NAP 360 Units $17,000,000 3/1/2006
182 2005 70,849 Sq. Ft. $3,800,000 3/1/2006
103 NAP 64,633 Sq. Ft. $10,000,000 3/1/2006
92 2005 150 Rooms $10,500,000 3/1/2006
90 NAP 120 Rooms $11,000,000 3/1/2006
194 2005 756 Units $2,750,000 3/1/2006
176 NAP 640 Units $4,200,000 3/1/2006
151 NAP 891 Units $5,350,000 3/1/2006
88 2002 117,176 Sq. Ft. $11,400,000 3/1/2006
16 NAP 358,385 Sq. Ft. $39,000,000 3/1/2006
195 NAP 18,000 Sq. Ft. $2,640,000 3/1/2006
Annex ID Cut-off Balance LTV at Cut-off Maturity Balance LTV at Maturity Appraisal "As Cured" App. Value
- -------- --------------- -------------- ---------------- --------------- -------------------------------
157 20 21 22 23 24
1 300,000,000 42.43% 300,000,000 42.43% $707,000,000
2 125,000,000 73.96% 125,000,000 73.96% $169,000,000
3 77,000,000 50.33% 77,000,000 50.33% $153,000,000
4 72,000,000 79.12% 72,000,000 79.12% $91,000,000
6 65,000,000 70.27% 65,000,000 70.27% $92,500,000
60,640,000 78.96% 56,547,346 73.63% $76,800,000
8 38,500,000 78.96% 35,901,597 73.63% $48,800,000
9 22,140,000 78.96% 20,645,749 73.63% $28,000,000
11 52,000,000 64.20% 52,000,000 64.20% $81,000,000
15 39,625,000 49.53% 39,625,000 49.53% $80,000,000
15.1 24,450,000 49.53% 49.53% $47,300,000
15.2 15,175,000 49.53% 49.53% $32,700,000
31,000,000 77.50% 27,744,849 69.36% $40,000,000
20 14,600,000 77.50% 13,066,929 69.36% $19,400,000
21 4,900,000 77.50% 4,385,476 69.36% $6,200,000
22 4,400,000 77.50% 3,937,979 69.36% $5,500,000
23 3,600,000 77.50% 3,221,982 69.36% $4,500,000
24 3,500,000 77.50% 3,132,483 69.36% $4,400,000
26 30,700,000 71.31% 28,389,786 65.95% $43,050,000
31 29,760,000 80.00% 26,499,833 71.24% $37,200,000
33 28,600,000 75.16% 26,653,718 70.05% $38,050,000
33.1 15,379,661 75.16% 70.05% $20,100,000
33.2 13,220,339 75.16% 70.05% $17,950,000
36 26,650,000 79.55% 24,758,496 73.91% $33,500,000
36.1 13,921,642 79.55% 73.91% $17,500,000
36.2 12,728,358 79.55% 73.91% $16,000,000
39 23,700,000 72.26% 22,743,788 69.34% $32,800,000
41 22,000,000 72.89% 20,113,239 66.24% $28,400,000
47 20,000,000 68.26% 18,601,859 63.49% $29,300,000
48 20,000,000 67.11% 20,000,000 67.11% $29,800,000
48.1 17,214,765 67.11% 67.11% $25,650,000
48.2 2,785,235 67.11% 67.11% $4,150,000
51 19,000,000 77.55% 17,672,588 72.13% $24,500,000
17,800,000 78.04% 15,929,937 69.84% $22,810,000
54 6,270,000 78.04% 5,611,276 69.84% $8,050,000
55 4,660,000 78.04% 4,170,421 69.84% $6,010,000
56 4,400,000 78.04% 3,937,738 69.84% $5,610,000
57 2,470,000 78.04% 2,210,502 69.84% $3,140,000
58 17,300,000 62.95% 16,100,364 57.50% $22,000,000
59 17,000,000 76.58% 15,806,097 71.20% $22,200,000
62 16,600,000 73.78% 15,475,448 68.78% $22,500,000
63 16,500,000 78.57% 13,879,084 66.09% $21,000,000
67 15,500,000 63.57% 14,453,323 58.59% $21,000,000
71 14,000,000 76.09% 14,000,000 76.09% $18,400,000
72 13,950,000 71.43% 13,387,166 68.55% $19,530,000
78 13,000,000 77.38% 12,072,582 71.86% $16,800,000
84 12,000,000 58.82% 12,000,000 58.82% $20,400,000
85 11,800,000 78.67% 10,363,960 69.09% $15,000,000
91 10,581,064 68.26% 9,574,087 61.77% $15,500,000
91.1 6,188,924 68.26% 61.77% $9,550,000
91.2 4,392,140 68.26% 61.77% $5,950,000
97 10,150,000 73.55% 9,740,483 70.58% $13,800,000
99 10,000,000 76.92% 10,000,000 76.92% $13,000,000
117 8,000,000 75.47% 7,575,049 71.46% $10,600,000
122 7,781,899 74.11% 6,527,657 62.17% $10,500,000
124 7,500,000 74.26% 7,500,000 74.26% $10,100,000
130 7,250,000 76.32% 6,732,062 70.86% $9,500,000
131 7,200,000 48.65% 6,935,543 46.86% $14,800,000
138 6,400,000 74.42% 5,896,509 68.56% $8,600,000
142 6,185,574 79.30% 5,186,095 66.49% $7,800,000
145 5,736,939 75.49% 4,831,352 63.57% $7,600,000
148 5,600,000 77.78% 5,016,256 69.67% $7,200,000
152 5,300,000 74.54% 4,647,833 65.37% $7,110,000
168 4,593,582 66.57% 3,845,245 55.73% $6,900,000
171 4,400,000 63.95% 3,721,212 54.09% $6,880,000
175 4,200,000 58.01% 4,200,000 58.01% $7,240,000
177 4,175,000 61.85% 3,814,685 56.51% $6,750,000
183 3,744,805 65.93% 3,141,267 55.30% $5,680,000
186 3,591,216 34.53% 2,984,086 28.69% $10,400,000
188 3,491,735 61.26% 2,919,488 51.22% $5,700,000
191 3,200,000 76.19% 2,696,030 64.19% $4,200,000
192 2,995,740 36.09% 2,495,164 30.06% $8,300,000
5 70,384,463 77.77% 58,467,359 64.60% $90,500,000
7 61,000,000 79.53% 55,453,318 72.30% $76,700,000
7.1 27,835,724 79.53% 72.30% $35,000,000
7.2 15,349,413 79.53% 72.30% $19,300,000
7.3 10,975,228 79.53% 72.30% $13,800,000
7.4 6,839,635 79.53% 72.30% $8,600,000
12 50,400,000 72.00% 46,539,410 66.48% $70,000,000
13 44,000,000 75.86% 40,754,001 70.27% $58,000,000
14 43,000,000 76.11% 39,493,219 69.90% $56,500,000
17 38,000,000 53.07% 38,000,000 53.07% $71,600,000
19 31,750,000 73.84% 28,455,660 66.18% $43,000,000
25 31,000,000 70.45% 26,574,199 60.40% $44,000,000
$29,800,000 69.97% 26,545,223 62.33% $42,590,000
27 8,800,000 69.97% 7,838,858 62.33% $11,600,000
28 8,000,000 69.97% 7,126,234 62.33% $10,900,000
29 7,000,000 69.97% 6,235,455 62.33% $11,950,000
30 6,000,000 69.97% 5,344,676 62.33% $8,140,000
32 28,700,000 69.32% 28,700,000 69.32% $41,400,000
34 28,600,000 71.14% 25,679,446 63.88% $40,200,000
38 24,000,000 77.42% 22,263,937 71.82% $31,000,000
42 21,630,000 77.25% 19,221,666 68.65% $28,000,000
43 21,000,000 79.77% 18,582,567 70.59% $26,325,000
44 21,000,000 73.68% 18,718,409 65.68% $28,500,000
45 20,750,000 73.06% 18,839,486 66.34% $28,400,000
46 20,440,000 76.55% 18,657,807 69.88% $26,700,000
46.1 11,406,592 76.55% 69.88% $14,900,000
46.2 9,033,408 76.55% 69.88% $11,800,000
50 19,500,000 60.94% 16,872,443 52.73% $32,000,000
52 19,000,000 76.61% 17,662,717 71.22% $24,800,000
53 17,825,000 73.35% 16,463,758 67.75% $24,300,000
61 16,850,000 78.37% 15,293,246 71.13% $21,500,000
64 16,200,000 75.00% 16,200,000 75.00% $21,600,000
65 15,750,000 72.58% 13,728,948 63.27% $21,700,000
66 15,684,327 78.42% 10,585,990 52.93% $20,000,000
68 15,451,536 69.41% 14,456,059 64.94% $22,260,000
69 14,743,407 72.45% 11,469,857 56.36% $20,350,000
69.1 4,419,400 72.45% 56.36% $6,100,000
69.2 3,550,010 72.45% 56.36% $4,900,000
69.3 3,079,090 72.45% 56.36% $4,250,000
69.4 2,028,577 72.45% 56.36% $2,800,000
69.5 1,666,331 72.45% 56.36% $2,300,000
70 14,400,000 80.00% 12,181,637 67.68% $18,000,000
73 13,755,000 70.72% 11,982,008 61.60% $19,450,000
74 13,670,000 72.71% 12,672,574 67.41% $18,800,000
75 13,215,000 77.28% 11,864,037 69.38% $17,100,000
76 13,195,758 77.62% 11,198,125 65.87% $17,000,000
77 13,164,324 69.29% 11,071,721 58.27% $19,000,000
79 12,937,156 79.61% 10,686,270 65.76% $16,250,000
80 12,720,000 76.17% 11,374,251 68.11% $16,700,000
81 12,529,000 69.91% 11,007,076 61.42% $17,922,000
82 12,500,000 78.86% 11,550,202 72.87% $15,850,000
83 12,375,000 75.00% 10,956,937 66.41% $16,500,000
86 11,500,000 77.18% 9,988,705 67.04% $14,900,000
87 11,400,000 70.37% 10,127,460 62.52% $16,200,000
89 11,000,000 73.33% 9,778,367 65.19% $15,000,000
94 10,400,000 79.27% 9,070,872 69.14% $13,120,000
95 10,300,000 68.85% 10,300,000 68.85% $14,960,000
100 10,000,000 60.61% 9,252,395 56.08% $16,500,000
101 10,000,000 78.74% 8,662,879 68.21% $12,700,000
102 10,000,000 79.05% 8,680,297 68.62% $12,650,000
104 9,981,454 76.19% 8,325,626 63.55% $13,100,000
105 9,600,000 73.63% 8,219,377 60.09% $10,200,000
107 9,300,000 57.06% 8,577,330 52.62% $16,300,000
108 9,230,000 76.92% 8,239,443 68.66% $12,000,000
109 8,971,674 72.35% 6,918,134 55.79% $12,400,000
110 8,900,000 68.46% 8,242,131 63.40% $13,000,000
111 8,750,000 72.49% 7,683,599 63.66% $12,070,000
112 8,550,000 79.17% 7,504,010 69.48% $10,800,000
113 8,280,000 80.00% 7,344,325 70.96% $10,350,000
114 8,250,000 71.43% 7,634,969 66.10% $11,550,000
114.1 4,125,000 71.43% 66.10%
114.2 4,125,000 71.43% 66.10%
115 8,222,344 76.84% 6,871,561 64.22% $10,700,000
120 7,949,358 74.29% 5,123,748 47.89% $10,700,000
119 7,949,950 65.16% 6,091,378 49.93% $12,200,000
118 7,950,000 75.00% 7,263,522 68.52% $10,600,000
123 7,713,714 68.87% 6,514,804 58.17% $11,200,000
125 7,384,371 70.66% 6,136,126 58.72% $10,450,000
126 7,367,457 79.86% 6,182,356 67.02% $9,225,000
127 7,350,000 72.77% 6,424,494 63.61% $10,100,000
128 7,318,545 55.03% 6,167,992 46.38% $13,300,000
133 6,800,000 64.76% 5,929,598 56.47% $10,500,000
134 6,777,290 79.73% 5,667,375 66.67% $8,500,000
135 6,754,436 74.22% 5,655,363 62.15% $9,100,000
136 6,573,866 73.04% 5,533,981 61.49% $9,000,000
137 6,446,382 77.20% 5,341,743 63.97% $8,350,000
139 6,387,464 69.43% 4,837,450 52.58% $9,200,000
141 6,250,000 67.42% 5,567,668 60.06% $9,270,000
143 6,171,434 76.19% 5,139,368 63.45% $8,100,000
144 5,741,724 79.20% 4,807,538 66.31% $7,250,000
147 5,650,000 79.58% 4,921,726 69.32% $7,100,000
149 5,473,128 78.19% 4,497,047 64.24% $7,000,000
150 5,400,000 75.00% 4,692,340 65.17% $7,200,000
153 5,300,000 79.70% 4,638,219 69.75% $6,650,000
154 5,250,200 73.95% 4,023,620 56.67% $7,100,000
155 5,210,818 78.36% 4,350,867 65.43% $6,650,000
157 5,128,464 67.48% 4,328,348 56.95% $7,600,000
158 5,088,000 80.00% 4,710,840 74.07% $6,360,000
160 4,970,849 67.17% 3,868,418 52.28% $7,400,000
161 4,968,719 52.86% 3,807,111 40.50% $9,400,000
162 4,953,018 54.13% 3,795,868 41.48% $9,150,000
163 4,779,206 71.33% 4,020,076 60.00% $6,700,000
164 4,754,898 72.04% 3,644,034 55.21% $6,600,000
166 4,650,000 70.88% 4,052,613 61.78% $6,560,000
167 4,640,000 87.55% 4,640,000 87.55% $5,300,000
169 4,585,699 79.75% 3,878,680 67.46% $5,750,000
170 4,480,000 81.45% 4,480,000 81.45% $5,500,000
172 4,400,000 78.57% 3,896,695 69.58% $5,600,000
173 4,369,436 74.06% 3,633,988 61.59% $5,900,000
174 4,261,500 73.79% 3,231,025 55.95% $5,775,000
178 4,069,071 73.98% 3,418,311 62.15% $5,500,000
179 3,994,880 76.82% 3,359,964 64.61% $5,200,000
180 3,980,748 64.21% 3,026,143 48.81% $6,200,000
181 3,900,000 75.73% 3,478,459 67.54% $5,150,000
184 3,743,833 70.64% 3,152,920 59.49% $5,300,000
185 3,715,134 51.24% 1,627,346 22.45% $7,250,000
189 3,425,087 53.73% 2,850,536 44.71% $6,375,000
197 2,278,389 69.04% 1,746,099 52.91% $3,300,000
196 2,465,462 83.86% 1,678,477 57.09% $2,940,000
187 3,495,203 63.32% 2,940,793 53.28% $5,520,000
49 19,962,738 75.33% 13,183,647 49.75% $26,500,000
156 5,184,095 53.44% 4,025,743 41.50% $9,700,000
37 24,850,000 74.18% 20,763,718 61.98% $33,500,000
129 7,255,499 65.36% 4,693,181 42.28% $11,100,000
165 4,739,948 64.93% 4,042,705 55.38% $7,300,000
96 10,277,953 73.94% 8,748,451 62.94% $13,900,000
98 10,028,489 71.63% 8,536,110 60.97% $14,000,000
35 26,845,171 78.96% 22,311,659 65.62% $34,000,000
121 7,789,485 70.81% 6,585,351 59.87% $11,000,000
18 33,100,000 79.95% 29,447,474 71.13% $41,400,000
10 55,000,000 66.67% 50,895,648 61.69% $82,500,000
106 9,470,625 68.13% 7,334,876 52.77% $13,900,000
190 3,242,670 72.06% 2,734,321 60.76% $4,500,000
40 22,475,000 77.50% 20,114,604 69.36% $29,000,000
159 5,082,567 71.18% 4,289,611 60.08% $7,140,000
146 5,682,446 76.69% 4,813,389 64.96% $7,410,000
116 8,100,000 72.97% 6,955,053 62.66% $11,100,000
140 6,307,000 75.08% 5,534,519 65.89% $8,400,000
193 2,850,000 75.00% 2,540,423 66.85% $3,800,000
93 10,476,162 78.06% 8,823,271 65.75% $13,420,000
132 7,049,000 73.43% 6,326,674 65.90% $9,600,000
60 17,000,000 66.02% 15,580,947 60.51% $25,750,000
182 3,794,786 79.89% 3,191,894 67.20% $4,750,000
103 10,000,000 76.34% 8,937,415 68.22% $13,100,000
92 10,500,000 72.92% 9,247,749 64.22% $14,400,000
90 11,000,000 74.83% 9,688,118 65.91% $14,700,000
194 2,715,098 26.41% 17,070 0.17% $10,280,000
176 4,180,123 52.91% 2,703,890 34.23% $7,900,000
151 5,324,680 69.60% 3,444,241 45.02% $7,650,000
88 11,400,000 72.38% 10,006,721 63.53% $15,750,000
16 39,000,000 75.14% 34,960,983 67.36% $51,900,000
195 2,636,506 79.89% 2,240,760 67.90% $3,300,000
Annex ID Date of Valuation Note Date First Payment Date Interest Rate Interest Calculation (30/360 / Actual/360)
- -------- ----------------- ---------- ------------------ ------------- ------------------------------------------
157 25 26 27 28 29
1 8/22/2005 9/30/2005 11/1/2005 5.648% Actual/360
2 12/9/2005 12/28/2005 2/1/2006 5.718% Actual/360
3 11/14/2005 12/14/2005 2/1/2006 5.336% Actual/360
4 9/1/2005 11/8/2005 1/1/2006 6.157% Actual/360
6 12/19/2005 12/29/2005 2/1/2006 5.450% Actual/360
Various 11/30/2005 1/1/2006 5.768% Actual/360
8 9/27/2005 11/30/2005 1/1/2006 5.768% Actual/360
9 9/21/2005 11/30/2005 1/1/2006 5.768% Actual/360
11 11/18/2005 1/6/2006 3/1/2006 5.656% Actual/360
15 11/10/2005 12/16/2005 2/1/2006 5.796% Actual/360
15.1 11/10/2005 5.796%
15.2 11/10/2005 5.796%
11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
20 11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
21 11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
22 11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
23 11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
24 11/10/2005 1/27/2006 3/1/2006 5.531% Actual/360
26 10/26/2005 12/28/2005 2/1/2006 5.184% Actual/360
31 6/7/2005 9/28/2005 11/1/2005 5.280% Actual/360
33 12/8/2005 1/31/2006 3/1/2006 5.730% Actual/360
33.1 12/8/2005 5.730%
33.2 12/8/2005 5.730%
36 11/1/2005 11/22/2005 1/1/2006 5.500% Actual/360
36.1 11/1/2005 5.500%
36.2 11/1/2005 5.500%
39 10/11/2005 12/29/2005 2/1/2006 5.497% Actual/360
41 10/4/2005 12/8/2005 2/1/2006 5.629% Actual/360
47 10/26/2005 12/15/2005 2/1/2006 5.584% Actual/360
48 12/4/2005 1/31/2006 3/1/2006 5.745% Actual/360
48.1 12/4/2005 5.745%
48.2 12/4/2005 5.745%
51 11/23/2005 2/1/2006 3/1/2006 5.590% Actual/360
1/1/2007 1/11/2006 3/1/2006 5.528% Actual/360
54 1/1/2007 1/11/2006 3/1/2006 5.528% Actual/360
55 1/1/2007 1/11/2006 3/1/2006 5.528% Actual/360
56 1/1/2007 1/11/2006 3/1/2006 5.528% Actual/360
57 1/1/2007 1/11/2006 3/1/2006 5.528% Actual/360
58 1/1/2006 1/25/2006 3/1/2006 5.630% Actual/360
59 12/1/2005 1/18/2006 3/1/2006 5.562% Actual/360
62 12/15/2005 1/20/2006 3/1/2006 5.754% Actual/360
63 12/21/2005 2/2/2006 4/1/2006 5.717% Actual/360
67 11/1/2005 2/17/2006 4/1/2006 5.747% Actual/360
71 11/9/2005 11/23/2005 1/1/2006 5.407% Actual/360
72 10/12/2005 12/29/2005 2/1/2006 5.497% Actual/360
78 11/17/2005 12/23/2005 2/1/2006 5.475% Actual/360
84 12/4/2005 1/31/2006 3/1/2006 5.744% Actual/360
85 11/14/2005 1/27/2006 3/1/2006 5.615% Actual/360
91 12/2/2005 1/27/2006 3/1/2006 5.940% Actual/360
91.1 12/2/2005 5.940%
91.2 12/2/2005 5.940%
97 10/10/2005 12/29/2005 2/1/2006 5.497% Actual/360
99 11/2/2005 12/22/2005 2/1/2006 5.810% Actual/360
117 10/11/2005 12/15/2005 2/1/2006 5.695% Actual/360
122 10/28/2005 12/19/2005 2/1/2006 5.566% Actual/360
124 11/28/2005 12/20/2005 2/1/2006 5.689% Actual/360
130 12/13/2005 1/27/2006 3/1/2006 5.470% Actual/360
131 12/14/2005 2/2/2006 4/1/2006 5.960% Actual/360
138 3/31/2006 12/19/2005 2/1/2006 5.260% Actual/360
142 12/15/2005 12/23/2005 2/1/2006 5.550% Actual/360
145 11/1/2005 12/16/2005 2/1/2006 5.697% Actual/360
148 12/1/2005 12/23/2005 2/1/2006 5.570% Actual/360
152 11/18/2005 1/10/2006 3/1/2006 5.550% Actual/360
168 12/20/2005 1/6/2006 3/1/2006 5.532% Actual/360
171 11/1/2006 2/2/2006 4/1/2006 5.897% Actual/360
175 12/5/2005 2/3/2006 4/1/2006 5.640% Actual/360
177 11/7/2005 12/7/2005 2/1/2006 5.676% Actual/360
183 10/3/2005 1/3/2006 3/1/2006 5.600% Actual/360
186 11/11/2005 12/28/2005 2/1/2006 5.260% Actual/360
188 9/30/2005 12/20/2005 2/1/2006 5.460% Actual/360
191 10/21/2005 2/7/2006 4/1/2006 5.770% Actual/360
192 11/1/2005 1/10/2006 3/1/2006 5.370% Actual/360
5 10/12/2005 11/21/2005 1/11/2006 5.215% Actual/360
7 9/1/2005 9/29/2005 11/11/2005 5.300% Actual/360
7.1 9/1/2005 5.300%
7.2 9/1/2005 5.300%
7.3 9/1/2005 5.300%
7.4 9/1/2005 5.300%
12 11/30/2005 1/11/2006 2/11/2006 5.086% Actual/360
13 8/23/2005 9/29/2005 11/11/2005 5.290% Actual/360
14 10/13/2005 11/17/2005 1/11/2006 5.780% Actual/360
17 7/1/2005 12/2/2005 1/11/2006 5.200% Actual/360
19 9/22/2005 11/2/2005 12/11/2005 5.670% Actual/360
25 11/16/2005 12/12/2005 2/11/2006 5.900% Actual/360
Various 10/17/2005 12/11/2005 5.300% Actual/360
27 8/25/2005 10/17/2005 12/11/2005 5.300% Actual/360
28 8/22/2005 10/17/2005 12/11/2005 5.300% Actual/360
29 8/25/2005 10/17/2005 12/11/2005 5.300% Actual/360
30 8/22/2005 10/17/2005 12/11/2005 5.300% Actual/360
32 8/18/2005 9/29/2005 11/11/2005 5.325% Actual/360
34 11/2/2005 1/31/2006 3/11/2006 5.690% Actual/360
38 10/21/2005 12/29/2005 2/11/2006 5.400% Actual/360
42 1/1/2006 12/20/2005 2/11/2006 5.188% Actual/360
43 9/1/2005 10/13/2005 12/11/2005 4.990% Actual/360
44 4/8/2005 8/18/2005 10/11/2005 5.330% Actual/360
45 8/8/2005 11/30/2005 1/11/2006 5.230% Actual/360
46 9/13/2005 12/6/2005 1/11/2006 5.535% Actual/360
46.1 9/13/2005 5.535%
46.2 9/13/2005 5.535%
50 8/22/2005 10/12/2005 12/11/2005 5.000% Actual/360
52 6/7/2005 11/14/2005 1/11/2006 5.545% Actual/360
53 7/18/2005 9/15/2005 11/11/2005 5.100% Actual/360
61 6/3/2005 9/29/2005 11/11/2005 5.210% Actual/360
64 9/14/2005 10/19/2005 12/11/2005 5.495% Actual/360
65 9/1/2005 11/23/2005 1/11/2006 5.295% Actual/360
66 6/1/2006 8/17/2005 10/11/2005 5.610% Actual/360
68 10/1/2005 11/30/2005 1/11/2006 5.780% Actual/360
69 Various 11/9/2005 12/11/2005 5.970% Actual/360
69.1 10/3/2005 5.970%
69.2 10/5/2005 5.970%
69.3 10/3/2005 5.970%
69.4 10/3/2005 5.970%
69.5 10/3/2005 5.970%
70 8/11/2005 9/26/2005 11/11/2005 5.070% Actual/360
73 8/15/2005 10/20/2005 12/11/2005 5.270% Actual/360
74 8/15/2005 9/27/2005 11/11/2005 5.350% Actual/360
75 9/26/2005 11/3/2005 12/11/2005 5.680% Actual/360
76 9/30/2005 11/7/2005 12/11/2005 5.890% Actual/360
77 6/30/2005 8/22/2005 10/11/2005 5.515% Actual/360
79 8/11/2005 10/21/2005 12/11/2005 5.000% Actual/360
80 12/1/2005 1/6/2006 2/11/2006 5.485% Actual/360
81 9/28/2005 11/14/2005 1/11/2006 5.620% Actual/360
82 8/9/2005 10/14/2005 12/11/2005 5.130% Actual/360
83 6/22/2005 9/22/2005 11/11/2005 5.015% Actual/360
86 1/1/2006 7/20/2005 9/11/2005 5.150% Actual/360
87 8/15/2005 9/30/2005 11/11/2005 5.170% Actual/360
89 7/27/2005 9/21/2005 11/11/2005 5.200% Actual/360
94 8/20/2004 9/30/2004 11/11/2004 5.320% Actual/360
95 8/18/2005 9/19/2005 11/11/2005 5.283% Actual/360
100 10/11/2005 12/13/2005 2/11/2006 5.220% Actual/360
101 7/5/2005 9/29/2005 11/11/2005 5.045% Actual/360
102 7/29/2005 9/20/2005 11/11/2005 5.125% Actual/360
104 7/18/2005 9/2/2005 10/11/2005 5.240% Actual/360
105 9/28/2005 2/6/2006 3/11/2006 5.505% Actual/360
107 2/1/2006 9/9/2005 10/11/2005 5.005% Actual/360
108 10/5/2005 11/14/2005 1/11/2006 5.400% Actual/360
109 11/22/2005 1/6/2006 2/11/2006 5.790% Actual/360
110 7/20/2005 9/9/2005 10/11/2005 5.270% Actual/360
111 8/25/2005 10/6/2005 11/11/2005 5.600% Actual/360
112 7/23/2005 8/24/2005 10/11/2005 5.580% Actual/360
113 9/22/2005 10/28/2005 12/11/2005 5.100% Actual/360
114 6/22/2005 10/13/2005 12/11/2005 5.235% Actual/360
114.1 6/22/2005 5.235%
114.2 6/22/2005 5.235%
115 10/21/2005 11/22/2005 1/11/2006 5.410% Actual/360
120 8/18/2005 11/1/2005 12/11/2005 5.330% Actual/360
119 10/1/2005 10/27/2005 12/11/2005 5.515% Actual/360
118 7/14/2005 8/26/2005 10/11/2005 5.590% Actual/360
123 10/24/2005 12/1/2005 1/11/2006 5.760% Actual/360
125 9/16/2005 10/26/2005 12/11/2005 5.190% Actual/360
126 9/16/2005 11/2/2005 12/11/2005 5.510% Actual/360
127 9/7/2005 10/25/2005 12/11/2005 5.410% Actual/360
128 9/26/2005 11/2/2005 12/11/2005 5.655% Actual/360
133 8/13/2005 11/23/2005 1/11/2006 5.310% Actual/360
134 10/21/2005 11/23/2005 1/11/2006 5.430% Actual/360
135 3/21/2005 5/31/2005 7/11/2005 5.254% Actual/360
136 8/23/2005 11/15/2005 1/11/2006 5.650% Actual/360
137 9/1/2005 7/29/2005 9/11/2005 4.989% Actual/360
139 8/16/2005 10/11/2005 11/11/2005 5.130% Actual/360
141 8/11/2005 10/7/2005 11/11/2005 5.300% Actual/360
143 7/22/2005 10/21/2005 12/11/2005 5.260% Actual/360
144 3/14/2005 5/31/2005 7/11/2005 5.254% Actual/360
147 8/16/2005 10/14/2005 12/11/2005 5.270% Actual/360
149 9/15/2005 10/14/2005 12/11/2005 5.305% Actual/360
150 9/12/2005 10/26/2005 12/11/2005 5.170% Actual/360
153 12/1/2005 10/31/2005 12/11/2005 5.460% Actual/360
154 8/12/2005 9/7/2005 10/11/2005 5.430% Actual/360
155 8/11/2005 9/29/2005 11/11/2005 5.310% Actual/360
157 10/26/2005 1/4/2006 2/11/2006 5.770% Actual/360
158 4/10/2005 1/31/2006 3/11/2006 5.269% Actual/360
160 8/10/2005 10/17/2005 12/11/2005 5.980% Actual/360
161 10/1/2005 10/27/2005 12/11/2005 5.515% Actual/360
162 8/9/2005 9/7/2005 10/11/2005 5.430% Actual/360
163 5/3/2005 10/31/2005 12/11/2005 5.590% Actual/360
164 8/15/2005 9/7/2005 10/11/2005 5.430% Actual/360
166 6/10/2005 10/14/2005 12/11/2005 5.290% Actual/360
167 5/17/2005 6/17/2005 8/11/2005 5.260% Actual/360
169 9/13/2005 11/16/2005 1/11/2006 5.810% Actual/360
170 5/17/2005 6/17/2005 8/11/2005 5.260% Actual/360
172 6/21/2005 8/8/2005 9/11/2005 5.025% Actual/360
173 7/27/2005 9/9/2005 10/11/2005 5.145% Actual/360
174 8/5/2005 9/30/2005 11/11/2005 5.280% Actual/360
178 4/26/2005 8/11/2005 9/11/2005 5.440% Actual/360
179 5/1/2005 8/11/2005 9/11/2005 5.480% Actual/360
180 10/1/2005 11/23/2005 1/11/2006 5.330% Actual/360
181 6/10/2005 8/25/2005 10/11/2005 5.360% Actual/360
184 10/12/2005 11/1/2005 12/11/2005 5.630% Actual/360
185 6/26/2005 8/15/2005 10/11/2005 5.110% Actual/360
189 9/19/2005 10/26/2005 12/11/2005 5.240% Actual/360
197 8/12/2005 9/7/2005 10/11/2005 5.430% Actual/360
196 10/26/2005 12/21/2005 2/1/2006 7.000% Actual/360
187 10/21/2005 1/27/2006 3/1/2006 5.700% Actual/360
49 12/1/2005 1/5/2006 3/1/2006 5.500% Actual/360
156 11/1/2005 12/29/2005 2/1/2006 6.000% Actual/360
37 8/15/2005 2/7/2006 4/1/2006 5.500% Actual/360
129 11/4/2005 12/12/2005 2/1/2006 5.540% Actual/360
165 10/7/2005 12/20/2005 2/1/2006 6.130% Actual/360
96 11/1/2005 12/23/2005 2/1/2006 6.060% Actual/360
98 11/1/2005 12/23/2005 2/1/2006 6.060% Actual/360
35 9/8/2005 9/22/2005 11/1/2005 5.160% Actual/360
121 9/27/2005 1/9/2006 3/1/2006 5.860% Actual/360
18 9/19/2005 11/1/2005 12/1/2005 5.240% Actual/360
10 9/30/2005 12/27/2005 2/1/2006 5.230% Actual/360
106 10/10/2005 12/28/2005 2/1/2006 5.920% Actual/360
190 10/19/2005 12/29/2005 2/1/2006 5.740% Actual/360
40 10/20/2005 12/29/2005 3/1/2006 5.530% Actual/360
159 10/18/2005 12/15/2005 2/1/2006 5.770% Actual/360
146 10/5/2005 11/21/2005 1/1/2006 5.860% Actual/360
116 9/27/2005 12/1/2005 2/1/2006 5.610% Actual/360
140 11/11/2005 2/3/2006 4/1/2006 5.570% Actual/360
193 10/12/2005 11/28/2005 1/1/2006 5.330% Actual/360
93 12/21/2005 12/30/2005 2/1/2006 5.700% Actual/360
132 11/30/2005 2/1/2006 4/1/2006 5.650% Actual/360
60 11/23/2005 1/18/2006 3/1/2006 5.780% Actual/360
182 11/5/2005 1/6/2006 3/1/2006 5.690% Actual/360
103 12/1/2005 12/19/2005 2/1/2006 5.460% Actual/360
92 11/29/2005 12/16/2005 2/1/2006 5.730% Actual/360
90 11/29/2005 12/16/2005 2/1/2006 5.730% Actual/360
194 11/4/2005 12/12/2005 2/1/2006 5.540% Actual/360
176 11/4/2005 12/12/2005 2/1/2006 5.540% Actual/360
151 11/4/2005 12/12/2005 2/1/2006 5.540% Actual/360
88 12/5/2005 1/4/2006 3/1/2006 5.590% Actual/360
16 11/4/2005 1/13/2006 3/1/2006 5.610% Actual/360
195 1/1/2006 1/25/2006 3/1/2006 6.040% Actual/360
Annex ID Original Amort. Term (Months) Original Balloon Term (Months) Original Interest Only Period (Months)
- -------- ----------------------------- ------------------------------ --------------------------------------
157 30 31 32
1 0 60 60
2 0 60 60
3 0 120 120
4 0 60 60
6 0 120 120
360 120 60
8 360 120 60
9 360 120 60
11 0 120 120
15 0 84 84
15.1
15.2
360 120 36
20 360 120 36
21 360 120 36
22 360 120 36
23 360 120 36
24 360 120 36
26 360 120 60
31 360 120 36
33 360 120 60
33.1
33.2
36 360 120 60
36.1
36.2
39 360 120 84
41 360 120 48
47 360 120 60
48 0 120 120
48.1
48.2
51 360 120 60
360 120 36
54 360 120 36
55 360 120 36
56 360 120 36
57 360 120 36
58 360 120 60
59 360 120 60
62 360 120 60
63 360 120 0
67 360 120 60
71 0 120 120
72 360 120 84
78 360 120 60
84 0 120 120
85 360 120 24
91 300 60 0
91.1
91.2
97 360 120 84
99 0 60 60
117 360 60 12
122 360 120 0
124 0 120 120
130 360 120 60
131 360 60 24
138 360 99 36
142 360 120 0
145 360 120 0
148 360 120 36
152 360 120 24
168 360 120 0
171 360 120 0
175 0 120 120
177 360 120 47
183 360 120 0
186 360 120 0
188 360 120 0
191 360 120 0
192 360 120 0
5 360 120 0
7 360 120 48
7.1
7.2
7.3
7.4
12 360 120 60
13 360 120 60
14 420 120 24
17 0 120 120
19 360 120 35
25 360 137 24
360 120 36
27 360 120 36
28 360 120 36
29 360 120 36
30 360 120 36
32 0 120 120
34 360 120 36
38 360 120 60
42 360 120 36
43 360 120 36
44 360 120 36
45 360 120 48
46 360 120 48
46.1
46.2
50 360 120 24
52 360 120 60
53 360 120 60
61 360 120 48
64 0 120 120
65 360 120 24
66 336 180 0
68 360 60 0
69 300 120 0
69.1
69.2
69.3
69.4
69.5
70 360 120 12
73 360 120 24
74 360 120 60
75 360 120 36
76 360 120 0
77 360 120 0
79 360 120 0
80 360 120 36
81 360 120 24
82 360 120 60
83 360 120 36
86 360 120 24
87 360 120 36
89 360 120 36
94 360 120 24
95 0 120 120
100 360 120 60
101 360 120 24
102 360 120 24
104 360 120 0
105 360 120 12
107 360 120 60
108 360 120 36
109 300 120 0
110 360 84 24
111 360 120 24
112 360 120 24
113 360 120 36
114 360 120 60
114.1
114.2
115 360 120 0
120 240 120 0
119 300 120 0
118 360 120 48
123 360 120 0
125 360 120 0
126 360 120 0
127 360 120 24
128 360 120 0
133 360 120 24
134 360 120 0
135 360 120 0
136 360 120 0
137 360 120 0
139 300 120 0
141 360 120 36
143 360 120 0
144 360 120 0
147 360 120 24
149 348 120 0
150 360 120 24
153 360 120 24
154 300 120 0
155 360 120 0
157 360 120 0
158 360 120 60
160 300 120 0
161 300 120 0
162 300 120 0
163 360 120 0
164 300 120 0
166 360 120 24
167 0 120 120
169 360 120 0
170 0 120 120
172 360 120 36
173 360 120 0
174 360 180 24
178 360 120 0
179 360 120 0
180 300 120 0
181 360 120 36
184 360 120 0
185 180 120 0
189 360 120 0
197 300 120 0
196 360 216 0
187 360 120 0
49 300 156 0
156 300 120 0
37 360 120 0
129 240 120 0
165 360 120 0
96 360 120 0
98 360 120 0
35 360 120 0
121 360 120 0
18 360 120 36
10 360 120 60
106 300 120 0
190 360 120 0
40 360 120 36
159 360 120 0
146 360 120 0
116 360 144 36
140 360 120 24
193 360 120 36
93 360 120 0
132 360 120 36
60 360 120 48
182 360 120 0
103 360 120 36
92 360 120 24
90 360 120 24
194 120 120 0
176 240 120 0
151 240 120 0
88 360 120 24
16 360 120 36
195 360 120 0
Annex ID Rem IO Period Monthly Debt Service Payment Seasoning as of Cut-off Date (Months)
- -------- ------------- ---------------------------- -------------------------------------
157 33 34 35
1 55 $1,431,611.11 5
2 58 $603,897.57 2
3 118 $347,148.80 2
4 57 $374,550.83 3
6 118 $299,308.45 2
57 $354,572.29 3
8 57 $225,115.98 3
9 57 $129,456.31 3
11 119 $248,497.41 1
15 82 $194,046.93 2
15.1
15.2
35 $176,618.00 1
20 35 $83,181.38 1
21 35 $27,917.04 1
22 35 $25,068.36 1
23 35 $20,510.48 1
24 35 $19,940.74 1
26 58 $168,273.73 2
31 31 $164,889.24 5
33 59 $166,538.64 1
33.1
33.2
36 57 $151,315.76 3
36.1
36.2
39 82 $134,521.39 2
41 46 $126,699.97 2
47 58 $114,614.09 2
48 119 $97,079.86 1
48.1
48.2
51 59 $108,955.23 1
35 $101,379.35 1
54 35 $35,710.59 1
55 35 $26,540.89 1
56 35 $25,060.06 1
57 35 $14,067.81 1
58 59 $99,643.18 1
59 59 $97,186.46 1
62 59 $96,915.28 1
63 0 $95,943.89 0
67 60 $90,424.25 0
71 117 $63,957.80 3
72 82 $79,180.31 2
78 58 $73,608.78 2
84 119 $58,237.78 1
85 23 $67,852.97 1
91 0 $67,907.70 1
91.1
91.2
97 82 $57,611.48 2
99 58 $49,089.12 2
117 10 $46,406.69 2
122 0 $44,611.07 2
124 118 $36,050.09 2
130 59 $41,028.34 1
131 24 $42,982.65 0
138 34 $35,380.69 2
142 0 $35,397.66 2
145 0 $33,362.09 2
148 34 $32,042.56 2
152 23 $30,259.29 1
168 0 $26,210.72 1
171 0 $26,089.56 0
175 120 $20,014.17 0
177 45 $24,168.25 2
183 0 $21,527.96 1
186 0 $19,901.64 2
188 0 $19,784.87 2
191 0 $18,715.01 0
192 0 $16,789.79 1
5 0 $388,491.75 3
7 43 $338,735.84 5
7.1
7.2
7.3
7.4
12 58 $273,208.64 2
13 55 $244,060.88 5
14 21 $238,861.88 3
17 117 $166,953.70 3
19 31 $183,673.97 4
25 22 $183,872.32 2
32 $165,480.79 4
27 32 $48,866.81 4
28 32 $44,424.37 4
29 32 $38,871.33 4
30 32 $33,318.28 4
32 115 $129,125.09 5
34 35 $165,813.33 1
38 58 $134,767.39 2
42 34 $118,612.39 2
43 32 $112,604.23 4
44 30 $117,005.51 6
45 45 $114,325.36 3
46 45 $116,505.32 3
46.1
46.2
50 20 $104,680.22 4
52 57 $108,416.96 3
53 55 $96,780.80 5
61 43 $92,629.30 5
64 116 $75,212.81 4
65 21 $87,411.59 3
66 0 $93,339.45 6
68 0 $90,749.41 3
69 0 $95,278.12 4
69.1
69.2
69.3
69.4
69.5
70 7 $77,919.53 5
73 20 $76,126.10 4
74 55 $76,335.15 5
75 32 $76,532.51 4
76 0 $78,505.82 4
77 0 $75,356.79 6
79 0 $69,786.81 4
80 34 $72,103.10 2
81 21 $72,084.44 3
82 56 $68,099.33 4
83 31 $66,545.17 5
86 17 $62,793.02 7
87 31 $62,387.54 5
89 31 $60,402.20 5
94 7 $57,880.92 17
95 115 $45,975.55 5
100 58 $55,034.70 2
101 19 $53,957.52 5
102 19 $54,448.70 5
104 0 $55,434.24 6
105 11 $54,537.86 1
107 54 $49,952.83 6
108 33 $51,829.29 3
109 0 $56,837.33 2
110 18 $49,256.86 6
111 19 $50,231.91 5
112 18 $48,975.98 6
113 32 $44,956.24 4
114 56 $45,480.19 4
114.1
114.2
115 0 $46,377.80 3
120 0 $54,435.28 4
119 0 $49,198.69 4
118 42 $45,589.16 6
123 0 $45,206.04 3
125 0 $40,692.72 4
126 0 $42,062.83 4
127 20 $41,318.41 4
128 0 $42,450.06 4
133 21 $37,802.96 3
134 0 $38,311.53 3
135 0 $37,692.07 9
136 0 $38,068.70 3
137 0 $34,849.72 7
139 0 $38,136.98 5
141 31 $34,706.54 5
143 0 $34,275.04 4
144 0 $32,043.26 9
147 20 $31,269.54 4
149 0 $30,991.48 4
150 20 $29,551.99 4
153 20 $29,959.94 4
154 0 $32,325.45 6
155 0 $29,130.51 5
157 0 $30,060.98 2
158 59 $28,156.03 1
160 0 $32,153.97 4
161 0 $30,749.18 4
162 0 $30,495.71 6
163 0 $27,525.53 4
164 0 $29,275.88 6
166 20 $25,792.80 4
167 112 $20,621.15 8
169 0 $27,019.94 3
170 112 $19,910.07 8
172 29 $23,687.42 7
173 0 $24,011.60 6
174 19 $23,611.41 5
178 0 $23,125.24 7
179 0 $22,803.03 7
180 0 $24,159.07 3
181 30 $21,802.42 6
184 0 $21,656.55 4
185 0 $30,268.35 6
189 0 $18,980.02 4
197 0 $14,028.03 6
196 $16,432.97 2
187 $20,314.02 1
49 $122,817.50 1
156 0 $33,503.67 2
37 $141,095.57 0
129 0 $50,311.82 2
165 0 $28,876.86 2
96 0 $62,151.59 2
98 0 $60,643.05 2
35 0 $147,593.48 5
121 $46,065.20 1
18 32 $182,574.47 4
10 58 $303,031.08 2
106 0 $60,744.90 2
190 0 $18,945.48 2
40 35 $128,033.93 1
159 0 $29,791.95 2
146 0 $33,663.03 3
116 34 $46,551.49 2
140 24 $36,087.94 0
193 33 $15,879.32 3
93 $60,942.04 2
132 36 $40,689.35 0
60 47 $99,531.61 1
182 $22,031.14 1
103 34 $56,528.19 2
92 22 $61,141.81 2
90 22 $64,053.32 2
194 0 $29,899.26 2
176 0 $28,986.24 2
151 0 $36,922.94 2
88 23 $65,373.14 1
16 35 $224,136.79 1
195 $15,896.09 1
Annex ID Remaining Term to Amortization (Months) Remaining Term to Maturity (Months) Maturity Date ARD
- -------- --------------------------------------- ----------------------------------- ------------- ---
157 36 37 38 39
1 0 55 10/1/2010 No
2 0 58 1/1/2011 No
3 0 118 1/1/2016 No
4 0 57 12/1/2010 No
6 0 118 1/1/2016 No
360 117 12/1/2015 No
8 360 117 12/1/2015 No
9 360 117 12/1/2015 No
11 0 119 2/1/2016 No
15 0 82 1/1/2013 No
15.1 82 No
15.2 82 No
360 119 2/1/2016 No
20 360 119 2/1/2016 No
21 360 119 2/1/2016 No
22 360 119 2/1/2016 No
23 360 119 2/1/2016 No
24 360 119 2/1/2016 No
26 360 118 1/1/2016 No
31 360 115 10/1/2015 No
33 360 119 2/1/2016 No
33.1 119 No
33.2 119 No
36 360 117 12/1/2015 No
36.1 117 No
36.2 117 No
39 360 118 1/1/2016 No
41 360 118 1/1/2016 No
47 360 118 1/1/2016 No
48 0 119 2/1/2016 No
48.1 119 No
48.2 119 No
51 360 119 2/1/2016 No
360 119 2/1/2016 No
54 360 119 2/1/2016 No
55 360 119 2/1/2016 No
56 360 119 2/1/2016 No
57 360 119 2/1/2016 No
58 360 119 2/1/2016 No
59 360 119 2/1/2016 No
62 360 119 2/1/2016 No
63 360 120 3/1/2016 No
67 360 120 3/1/2016 No
71 0 117 12/1/2015 No
72 360 118 1/1/2016 No
78 360 118 1/1/2016 No
84 0 119 2/1/2016 No
85 360 119 2/1/2016 No
91 299 59 2/1/2011 No
91.1 59 No
91.2 59 No
97 360 118 1/1/2016 No
99 0 58 1/1/2011 No
117 360 58 1/1/2011 No
122 358 118 1/1/2016 No
124 0 118 1/1/2016 No
130 360 119 2/1/2016 No
131 360 60 3/1/2011 No
138 360 97 4/1/2014 No
142 358 118 1/1/2016 No
145 358 118 1/1/2016 No
148 360 118 1/1/2016 No
152 360 119 2/1/2016 No
168 359 119 2/1/2016 No
171 360 120 3/1/2016 No
175 0 120 3/1/2016 No
177 360 118 1/1/2016 No
183 359 119 2/1/2016 No
186 358 118 1/1/2016 No
188 358 118 1/1/2016 No
191 360 120 3/1/2016 No
192 359 119 2/1/2016 No
5 357 117 12/11/2015 No
7 360 115 10/11/2015 No
7.1 115
7.2 115
7.3 115
7.4 115
12 360 118 1/11/2016 No
13 360 115 10/11/2035 Yes
14 420 117 12/11/2015 No
17 0 117 12/11/2015 No
19 360 116 11/11/2015 No
25 360 135 6/11/2017 No
360 116 11/11/2015 No
27 360 116 11/11/2015 No
28 360 116 11/11/2015 No
29 360 116 11/11/2015 No
30 360 116 11/11/2015 No
32 0 115 10/11/2015 No
34 360 119 2/11/2016 No
38 360 118 1/11/2016 No
42 360 118 1/11/2016 No
43 360 116 11/11/2015 No
44 360 114 9/11/2015 No
45 360 117 12/11/2015 No
46 360 117 12/11/2015 No
46.1 117
46.2 117
50 360 116 11/11/2015 No
52 360 117 12/11/2015 No
53 360 115 10/11/2015 No
61 360 115 10/11/2015 No
64 0 116 11/11/2015 No
65 360 117 12/11/2015 No
66 330 174 9/11/2020 No
68 357 57 12/11/2010 No
69 296 116 11/11/2015 No
69.1 116
69.2 116
69.3 116
69.4 116
69.5 116
70 360 115 10/11/2015 No
73 360 116 11/11/2015 No
74 360 115 10/11/2015 No
75 360 116 11/11/2015 No
76 356 116 11/11/2015 No
77 354 114 9/11/2015 No
79 356 116 11/11/2015 No
80 360 118 1/11/2016 No
81 360 117 12/11/2015 No
82 360 116 11/11/2015 No
83 360 115 10/11/2015 No
86 360 113 8/11/2015 No
87 360 115 10/11/2015 No
89 360 115 10/11/2015 No
94 360 103 10/11/2014 No
95 0 115 10/11/2015 No
100 360 118 1/11/2016 No
101 360 115 10/11/2015 No
102 360 115 10/11/2015 No
104 354 114 9/11/2015 No
105 360 119 2/11/2016 No
107 360 114 9/11/2015 No
108 360 117 12/11/2015 No
109 298 118 1/11/2016 No
110 360 78 9/11/2012 No
111 360 115 10/11/2015 No
112 360 114 9/11/2015 No
113 360 116 11/11/2015 No
114 360 116 11/11/2015 No
114.1 116
114.2 116
115 357 117 12/11/2015 No
120 236 116 11/11/2015 No
119 296 116 11/11/2015 No
118 360 114 9/11/2015 No
123 357 117 12/11/2015 No
125 356 116 11/11/2015 No
126 356 116 11/11/2015 No
127 360 116 11/11/2015 No
128 356 116 11/11/2015 No
133 360 117 12/11/2015 No
134 357 117 12/11/2015 No
135 351 111 6/11/2035 Yes
136 357 117 12/11/2035 Yes
137 353 113 8/11/2015 No
139 295 115 10/11/2015 No
141 360 115 10/11/2015 No
143 356 116 11/11/2015 No
144 351 111 6/11/2035 Yes
147 360 116 11/11/2015 No
149 344 116 11/11/2015 No
150 360 116 11/11/2015 No
153 360 116 11/11/2015 No
154 294 114 9/11/2015 No
155 355 115 10/11/2015 No
157 358 118 1/11/2016 No
158 360 119 2/11/2016 No
160 296 116 11/11/2015 No
161 296 116 11/11/2015 No
162 294 114 9/11/2015 No
163 356 116 11/11/2015 No
164 294 114 9/11/2015 No
166 360 116 11/11/2015 No
167 0 112 7/11/2015 No
169 357 117 12/11/2015 No
170 0 112 7/11/2015 No
172 360 113 8/11/2015 No
173 354 114 9/11/2015 No
174 360 175 10/11/2020 No
178 353 113 8/11/2015 No
179 353 113 8/11/2015 No
180 297 117 12/11/2015 No
181 360 114 9/11/2015 No
184 356 116 11/11/2015 No
185 174 114 9/11/2015 No
189 356 116 11/11/2015 No
197 294 114 9/11/2015 No
196 358 214 1/1/2024 No
187 359 119 2/1/2016 No
49 299 155 2/1/2019 No
156 298 118 1/1/2016 No
37 360 120 3/1/2016 No
129 238 118 1/1/2016 No
165 358 118 1/1/2016 No
96 358 118 1/1/2016 No
98 358 118 1/1/2016 No
35 355 115 10/1/2015 No
121 359 119 2/1/2016 No
18 360 116 11/1/2015 No
10 360 118 1/1/2016 No
106 298 118 1/1/2016 No
190 358 118 1/1/2016 No
40 360 119 2/1/2016 No
159 358 118 1/1/2016 No
146 357 117 12/1/2015 No
116 360 142 1/1/2018 No
140 360 120 3/1/2016 No
193 360 117 12/1/2015 No
93 358 118 1/1/2016 No
132 360 120 3/1/2016 No
60 360 119 2/1/2016 No
182 359 119 2/1/2016 No
103 360 118 1/1/2016 No
92 360 118 1/1/2016 No
90 360 118 1/1/2016 No
194 118 118 1/1/2016 No
176 238 118 1/1/2016 No
151 238 118 1/1/2016 No
88 360 119 2/1/2016 No
16 360 119 2/1/2016 No
195 359 119 2/1/2016 No
Annex ID Maturity/ARD Date Cash Management (Y/N) Prepayment Provision Amort. Type Lien Position
- -------- ----------------- ------------------------------- -------------------- ---------------- -------------
157 40 41 42 43 44
1 10/1/2010 Soft L(24);YM1(32);O(4) Interest Only First
2 1/1/2011 Hard L(26);D(29);O(5) Interest Only First
3 1/1/2016 Hard L(26);D(89);O(5) Interest Only First
4 12/1/2010 Hard L(27);D(29);O(4) Interest Only First
6 1/1/2016 Hard L(23);YM1(93);O(4) Interest Only First
12/1/2015 Soft L(27);D(89);O(4) IO, Balloon First
8 12/1/2015 Soft L(27);D(89);O(4) IO, Balloon First
9 12/1/2015 Soft L(27);D(89);O(4) IO, Balloon First
11 2/1/2016 None L(18);YM1(89);O(13) Interest Only First
15 1/1/2013 Hard L(26);D(54);O(4) Interest Only First
15.1 1/1/2013 Interest Only
15.2 1/1/2013 Interest Only
2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
20 2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
21 2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
22 2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
23 2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
24 2/1/2016 Hard L(25);YM1(88);O(7) IO, Balloon First
26 1/1/2016 Soft at Closing, Springing Hard L(26);D(90);O(4) IO, Balloon First
31 10/1/2015 Hard L(29);D(87);O(4) IO, Balloon First
33 2/1/2016 None at Closing, Springing Hard L(25);D(91);O(4) IO, Balloon First
33.1 IO, Balloon
33.2 IO, Balloon
36 12/1/2015 None at Closing, Springing Hard L(27);D(89);O(4) IO, Balloon First
36.1 IO, Balloon
36.2 IO, Balloon
39 1/1/2016 None L(26);D(90);O(4) IO, Balloon First
41 1/1/2016 None L(26);D(90);O(4) IO, Balloon First
47 1/1/2016 None at Closing, Springing Hard L(26);D(90);O(4) IO, Balloon First
48 2/1/2016 None L(25);D(91);O(4) Interest Only First
48.1 Interest Only
48.2 Interest Only
51 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
2/1/2016 None L(25);D(91);O(4) IO, Balloon First
54 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
55 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
56 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
57 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
58 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
59 2/1/2016 None L(25);D(82);O(13) IO, Balloon First
62 2/1/2016 Hard L(25);D(89);O(6) IO, Balloon First
63 3/1/2016 None L(24);D(92);O(4) Balloon First
67 3/1/2016 None L(24);D(92);O(4) IO, Balloon First
71 12/1/2015 None L(27);D(89);O(4) Interest Only First
72 1/1/2016 None L(26);D(90);O(4) IO, Balloon First
78 1/1/2016 None L(26);D(90);O(4) IO, Balloon First
84 2/1/2016 None L(25);D(91);O(4) Interest Only First
85 2/1/2016 Hard L(25);D(91);O(4) IO, Balloon First
91 2/1/2011 None L(25);D(31);O(4) Balloon First
91.1 2/1/2011 Balloon
91.2 2/1/2011 Balloon
97 1/1/2016 None L(26);D(90);O(4) IO, Balloon First
99 1/1/2011 None at Closing, Springing Hard L(26);D(30);O(4) Interest Only First
117 1/1/2011 None L(26);D(30);O(4) IO, Balloon First
122 1/1/2016 None L(26);D(90);O(4) Balloon First
124 1/1/2016 Hard L(26);YM1(69);O(25) Interest Only First
130 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
131 3/1/2011 None L(24);D(32);O(4) IO, Balloon First
138 4/1/2014 None L(26);D(69);O(4) IO, Balloon First
142 1/1/2016 None L(26);D(90);O(4) Balloon First
145 1/1/2016 None L(26);D(90);O(4) Balloon First
148 1/1/2016 Hard L(26);D(90);O(4) IO, Balloon First
152 2/1/2016 None L(25);D(91);O(4) IO, Balloon First
168 2/1/2016 None L(25);D(91);O(4) Balloon First
171 3/1/2016 Soft at Closing, Springing Hard L(24);D(92);O(4) Balloon First
175 3/1/2016 None at Closing, Springing Hard L(24);D(92);O(4) Interest Only First
177 1/1/2016 None L(26);D(88);O(6) IO, Balloon First
183 2/1/2016 None L(25);D(91);O(4) Balloon First
186 1/1/2016 None L(26);D(90);O(4) Balloon First
188 1/1/2016 None L(26);D(90);O(4) Balloon First
191 3/1/2016 Soft L(24);D(92);O(4) Balloon First
192 2/1/2016 None L(25);D(91);O(4) Balloon First
5 12/11/2015 Hard L(27);D(89);O(4) Balloon First
7 10/11/2015 Hard L(29);D(89);O(2) IO, Balloon First
7.1 Hard
7.2 Hard
7.3 Hard
7.4 Hard
12 1/11/2016 Hard L(26);D(90);O(4) IO, Balloon First
13 10/11/2015 None at Closing, Springing Hard L(29);D(88);O(3) IO, ARD First
14 12/11/2015 Hard L(27);D(90);O(3) IO, Balloon First
17 12/11/2015 Hard L(27);D(90);O(3) Interest Only First
19 11/11/2015 None L(12);YM1(104);O(4) IO, Balloon First
25 6/11/2017 None at Closing, Springing Hard L(11);YM1(122);O(4) IO, Balloon First
11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
27 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
28 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
29 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
30 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
32 10/11/2015 None L(29);YM+1(88);O(3) Interest Only First
34 2/11/2016 None at Closing, Springing Hard L(25);D(92);O(3) IO, Balloon First
38 1/11/2016 None at Closing, Springing Soft L(26);D(90);O(4) IO, Balloon First
42 1/11/2016 None at Closing, Springing Hard L(26);D(91);O(3) IO, Balloon First
43 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
44 9/11/2015 Hard L(30);D(86);O(4) IO, Balloon First
45 12/11/2015 Soft L(27);D(89);O(4) IO, Balloon First
46 12/11/2015 Hard L(27);D(90);O(3) IO, Balloon First
46.1 Hard
46.2 Hard
50 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
52 12/11/2015 None L(27);D(86);O(7) IO, Balloon First
53 10/11/2015 Hard L(29);D(88);O(3) IO, Balloon First
61 10/11/2015 None L(29);YM1(88);O(3) IO, Balloon First
64 11/11/2015 None L(28);YM+1(89);O(3) Interest Only First
65 12/11/2015 None at Closing, Springing Hard L(27);D(90);O(3) IO, Balloon First
66 9/11/2020 None L(30);D(147);O(3) Balloon First
68 12/11/2010 Hard L(27);D(30);O(3) Balloon First
69 11/11/2015 None L(28);D(89);O(3) Balloon First
69.1 None
69.2 None
69.3 None
69.4 None
69.5 None
70 10/11/2015 None at Closing, Springing Hard L(29);D(88);O(3) IO, Balloon First
73 11/11/2015 None at Closing, Springing Soft L(28);D(89);O(3) IO, Balloon First
74 10/11/2015 None L(29);D(88);O(3) IO, Balloon First
75 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
76 11/11/2015 None L(28);D(89);O(3) Balloon First
77 9/11/2015 Hard L(30);D(87);O(3) Balloon First
79 11/11/2015 None L(28);D(88);O(4) Balloon First
80 1/11/2016 None L(26);D(91);O(3) IO, Balloon First
81 12/11/2015 None at Closing, Springing Hard L(27);D(90);O(3) IO, Balloon First
82 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
83 10/11/2015 Soft L(29);D(87);O(4) IO, Balloon First
86 8/11/2015 None at Closing, Springing Hard L(31);YM2(86);O(3) IO, Balloon First
87 10/11/2015 None at Closing, Springing Hard L(29);D(88);O(3) IO, Balloon First
89 10/11/2015 None at Closing, Springing Hard L(29);D(88);O(3) IO, Balloon First
94 10/11/2014 None L(41);D(76);O(3) IO, Balloon First
95 10/11/2015 None L(29);YM+1(88);O(3) Interest Only First
100 1/11/2016 None L(26);D(91);O(3) IO, Balloon First
101 10/11/2015 None L(29);D(87);O(4) IO, Balloon First
102 10/11/2015 None L(29);D(88);O(3) IO, Balloon First
104 9/11/2015 None at Closing, Springing Hard L(30);D(87);O(3) Balloon First
105 2/11/2016 None at Closing, Springing Hard L(25);D(92);O(3) IO, Balloon First
107 9/11/2015 None L(30);D(87);O(3) IO, Balloon First
108 12/11/2015 None at Closing, Springing Soft L(27);D(90);O(3) IO, Balloon First
109 1/11/2016 None L(26);D(91);O(3) Balloon First
110 9/11/2012 None at Closing, Springing Hard L(30);D(51);O(3) IO, Balloon First
111 10/11/2015 None at Closing, Springing Hard L(29);D(88);O(3) IO, Balloon First
112 9/11/2015 Hard L(30);D(87);O(3) IO, Balloon First
113 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
114 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
114.1 None
114.2 None
115 12/11/2015 None L(27);D(89);O(4) Balloon First
120 11/11/2015 None L(28);D(89);O(3) Balloon First
119 11/11/2015 None L(28);D(89);O(3) Balloon First
118 9/11/2015 None at Closing, Springing Hard L(30);D(87);O(3) IO, Balloon First
123 12/11/2015 None L(27);D(90);O(3) Balloon First
125 11/11/2015 None L(28);D(89);O(3) Balloon First
126 11/11/2015 Hard L(28);D(89);O(3) Balloon First
127 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
128 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) Balloon First
133 12/11/2015 None at Closing, Springing Hard L(27);D(90);O(3) IO, Balloon First
134 12/11/2015 None at Closing, Springing Hard L(27);D(90);O(3) Balloon First
135 6/11/2015 None at Closing, Springing Hard L(33);YM1(85);O(2) ARD First
136 12/11/2015 None at Closing, Springing Hard L(27);D(90);O(3) ARD First
137 8/11/2015 None at Closing, Springing Hard L(31);D(86);O(3) Balloon First
139 10/11/2015 None L(29);D(88);O(3) Balloon First
141 10/11/2015 None L(29);D(88);O(3) IO, Balloon First
143 11/11/2015 None L(28);D(89);O(3) Balloon First
144 6/11/2015 None at Closing, Springing Hard L(33);YM1(85);O(2) ARD First
147 11/11/2015 None L(28);D(89);O(3) IO, Balloon First
149 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) Balloon First
150 11/11/2015 None L(28);D(88);O(4) IO, Balloon First
153 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
154 9/11/2015 None L(30);D(87);O(3) Balloon First
155 10/11/2015 None L(29);D(88);O(3) Balloon First
157 1/11/2016 None at Closing, Springing Hard L(26);D(91);O(3) Balloon First
158 2/11/2016 None L(25);D(92);O(3) IO, Balloon First
160 11/11/2015 None at Closing, Springing Soft L(28);D(89);O(3) Balloon First
161 11/11/2015 None L(28);D(89);O(3) Balloon First
162 9/11/2015 None L(30);D(87);O(3) Balloon First
163 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) Balloon First
164 9/11/2015 None at Closing, Springing Hard L(30);D(87);O(3) Balloon First
166 11/11/2015 None at Closing, Springing Hard L(28);D(89);O(3) IO, Balloon First
167 7/11/2015 None L(32);D(85);O(3) Interest Only First
169 12/11/2015 None L(27);D(90);O(3) Balloon First
170 7/11/2015 None L(32);D(85);O(3) Interest Only First
172 8/11/2015 None L(31);D(86);O(3) IO, Balloon First
173 9/11/2015 None L(30);D(87);O(3) Balloon First
174 10/11/2020 None L(29);D(146);O(5) IO, Balloon First
178 8/11/2015 None L(31);D(85);O(4) Balloon First
179 8/11/2015 None L(31);D(86);O(3) Balloon First
180 12/11/2015 None L(27);D(89);O(4) Balloon First
181 9/11/2015 None L(30);YM1(87);O(3) IO, Balloon First
184 11/11/2015 None L(28);D(89);O(3) Balloon First
185 9/11/2015 None at Closing, Springing Hard L(30);D(87);O(3) Balloon First
189 11/11/2015 None L(28);D(89);O(3) Balloon First
197 9/11/2015 None at Closing, Springing Hard L(30);D(87);O(3) Balloon First
196 1/1/2024 None L(36);D(176);O(4) Balloon First Lien
187 2/1/2016 None L(36);D(81);O(3) Balloon First Lien
49 2/1/2019 None at Closing, Springing Hard L(36);D(116);O(4) Balloon First Lien
156 1/1/2016 None L(35);YM1(81);O(4) Balloon First Lien
37 3/1/2016 None at Closing, Springing Hard L(36);D(80);O(4) Balloon First Lien
129 1/1/2016 None L(36);D(80);O(4) Balloon First Lien
165 1/1/2016 None L(59);YM1(58);O(3) Balloon First Lien
96 1/1/2016 None L(35);YM(81);O(4) Balloon First Lien
98 1/1/2016 None L(35);YM(81);O(4) Balloon First Lien
35 10/1/2015 Hard L(36);D(80);O(4) Balloon First Lien
121 2/1/2016 None L(36);D(80);O(4) Balloon First Lien
18 11/1/2015 None L(35);YM1(81);O(4) IO, Balloon First Lien
10 1/1/2016 Hard L(36);D(80);O(4) IO, Balloon First Lien
106 1/1/2016 None L(36);D(81);O(3) Balloon First Lien
190 1/1/2016 None L(36);D(81);O(3) Balloon First Lien
40 2/1/2016 None L(36);D(80);O(4) IO, Balloon First Lien
159 1/1/2016 None L(36);D(80);O(4) Balloon First Lien
146 12/1/2015 Hard L(36);D(80);O(4) Balloon First Lien
116 1/1/2018 None L(26);D(114);O(4) IO, Balloon First Lien
140 3/1/2016 None L(36);D(80);O(4) IO, Balloon First Lien
193 12/1/2015 None L(27);D(90);O(3) IO, Balloon First Lien
93 1/1/2016 None at Closing, Springing Hard L(36);D(80);O(4) Balloon First Lien
132 3/1/2016 None at Closing, Springing Hard L(36);D(81);O(3) IO, Balloon First Lien
60 2/1/2016 None L(36);D(81);O(3) IO, Balloon First Lien
182 2/1/2016 None at Closing, Springing Hard L(36);D(80);O(4) Balloon First Lien
103 1/1/2016 Hard L(36);D(80);O(4) IO, Balloon First Lien
92 1/1/2016 None L(36);D(80);O(4) IO, Balloon First Lien
90 1/1/2016 None L(36);D(80);O(4) IO, Balloon First Lien
194 1/1/2016 None L(36);D(80);O(4) Fully Amortizing First Lien
176 1/1/2016 None L(36);D(80);O(4) Balloon First Lien
151 1/1/2016 None L(36);D(80);O(4) Balloon First Lien
88 2/1/2016 None at Closing, Springing Hard L(36);D(80);O(4) IO, Balloon First Lien
16 2/1/2016 None at Closing, Springing Hard L(25);D(91);O(4) IO, Balloon First Lien
195 2/1/2016 None at Closing, Springing Hard L(36);D(81);O(3) Balloon First Lien
Annex ID Fee Simple / Leasehold Cross-Collateralized Existing Additional Debt Existing Additional Debt Amount
- -------- ---------------------- -------------------- ------------------------ -------------------------------
157 45 46 47 48
1 Fee Simple Yes 278,000,000
2 Fee Simple No
3 Fee Simple No
4 Fee Simple Yes 5,500,000
6 Fee Simple No
Fee Simple Yes - Beyman No
8 Fee Simple Yes - Beyman No
9 Fee Simple Yes - Beyman No
11 Fee Simple No
15 Fee Simple No
15.1 Fee Simple
15.2 Fee Simple
Fee Simple Yes - Century No
20 Fee Simple/Leasehold Yes - Century No
21 Fee Simple Yes - Century No
22 Fee Simple/Leasehold Yes - Century No
23 Fee Simple Yes - Century No
24 Fee Simple Yes - Century No
26 Fee Simple No
31 Fee Simple No
33 Fee Simple No
33.1 Fee Simple
33.2 Fee Simple
36 Fee Simple No
36.1 Fee Simple
36.2 Fee Simple
39 Fee Simple No
41 Fee Simple No
47 Fee Simple No
48 Fee Simple No
48.1 Fee Simple
48.2 Fee Simple
51 Fee Simple No
Fee Simple Yes - Wilkinson No
54 Fee Simple Yes - Wilkinson No
55 Fee Simple Yes - Wilkinson No
56 Fee Simple Yes - Wilkinson No
57 Fee Simple Yes - Wilkinson No
58 Fee Simple No
59 Fee Simple No
62 Fee Simple Yes 3,920,000
63 Fee Simple No
67 Fee Simple No
71 Fee Simple No
72 Fee Simple No
78 Fee Simple No
84 Fee Simple No
85 Fee Simple No
91 Fee Simple No
91.1 Fee Simple
91.2 Fee Simple
97 Fee Simple No
99 Fee Simple No
117 Fee Simple No
122 Fee Simple No
124 Fee Simple No
130 Fee Simple No
131 Fee Simple No
138 Fee Simple No
142 Fee Simple No
145 Fee Simple No
148 Fee Simple No
152 Fee Simple No
168 Fee Simple No
171 Fee Simple No
175 Fee Simple No
177 Fee Simple No
183 Fee Simple No
186 Fee Simple No
188 Fee Simple No
191 Fee Simple No
192 Fee Simple No
5 Fee Simple No No
7 Fee Simple No Yes 5,600,000
7.1 Fee Simple
7.2 Fee Simple
7.3 Fee Simple
7.4 Fee Simple
12 Fee Simple No Yes 200,000
13 Fee Simple No No
14 Fee Simple No Yes 2,500,000
17 Fee Simple No No
19 Fee Simple No No
25 Fee Simple No No
Fee Simple Yes - AG No
27 Fee Simple Yes - AG No
28 Fee Simple Yes - AG No
29 Fee Simple Yes - AG No
30 Fee Simple Yes - AG No
32 Fee Simple No No
34 Fee Simple No No
38 Fee Simple No No
42 Fee Simple No No
43 Fee Simple No No
44 Fee Simple No No
45 Fee Simple No No
46 Fee Simple No No
46.1 Fee Simple
46.2 Fee Simple
50 Fee Simple No No
52 Fee Simple No No
53 Fee Simple No No
61 Fee Simple No No
64 Fee Simple No No
65 Fee Simple No No
66 Fee Simple No No
68 Fee Simple No No
69 Fee Simple No No
69.1 Fee Simple
69.2 Fee Simple
69.3 Fee Simple
69.4 Fee Simple
69.5 Fee Simple
70 Fee Simple No No
73 Fee Simple No No
74 Fee Simple No No
75 Fee Simple No No
76 Fee Simple No No
77 Fee Simple No No
79 Leasehold No No
80 Fee Simple No No
81 Fee Simple No No
82 Fee Simple No No
83 Fee Simple No No
86 Fee Simple No No
87 Fee Simple No No
89 Fee Simple No No
94 Fee Simple No No
95 Fee Simple No No
100 Fee Simple No No
101 Fee Simple No No
102 Fee Simple No No
104 Fee Simple No No
105 Fee Simple No No
107 Fee Simple No No
108 Fee Simple No Yes 425,000
109 Fee Simple No No
110 Fee Simple No No
111 Fee Simple No No
112 Fee Simple No No
113 Fee Simple No No
114 Fee Simple No
114.1 Fee Simple
114.2 Fee Simple
115 Fee Simple No No
120 Fee Simple No No
119 Fee Simple No No
118 Fee Simple No No
123 Fee Simple No No
125 Fee Simple No No
126 Fee Simple No No
127 Fee Simple No No
128 Fee Simple No No
133 Fee Simple No No
134 Fee Simple No No
135 Fee Simple No No
136 Fee Simple No No
137 Fee Simple No No
139 Fee Simple No No
141 Fee Simple No No
143 Fee Simple No No
144 Fee Simple No No
147 Fee Simple No No
149 Fee Simple No No
150 Fee Simple No No
153 Fee Simple No No
154 Fee Simple No No
155 Fee Simple No No
157 Fee Simple No No
158 Fee Simple No No
160 Fee Simple No No
161 Fee Simple No No
162 Fee Simple No No
163 Fee Simple No No
164 Fee Simple No No
166 Fee Simple No No
167 Fee Simple No No
169 Fee Simple No No
170 Fee Simple No No
172 Fee Simple No No
173 Fee Simple No No
174 Fee Simple No No
178 Fee Simple No No
179 Fee Simple No No
180 Fee Simple No No
181 Fee Simple No No
184 Fee Simple No No
185 Fee Simple No No
189 Fee Simple No No
197 Fee Simple No No
196 Fee Simple No No
187 Fee Simple No No
49 Leasehold No No
156 Fee Simple No No
37 Fee Simple No No
129 Fee Simple No No
165 Fee Simple No No
96 Fee Simple No No
98 Fee Simple No No
35 Fee Simple No No
121 Fee Simple No No
18 Fee Simple No No
10 Fee Simple No No
106 Fee Simple No No
190 Fee Simple No No
40 Fee Simple No No
159 Fee Simple No No
146 Fee Simple No No
116 Fee Simple No No
140 Fee Simple No No
193 Fee Simple No No
93 Fee Simple No No
132 Fee Simple No No
60 Fee Simple No No
182 Fee Simple No Yes 237,500
103 Fee Simple No No
92 Fee Simple No No
90 Fee Simple No No
194 Fee Simple No No
176 Fee Simple No No
151 Fee Simple No No
88 Fee Simple No No
16 Fee Simple No No
195 Fee Simple No No
Annex ID Existing Additional Debt Description
- -------- ----------------------------------------------------------------------------------------
157 49
1 $50 Non-Pooled Rake Bonds, $200MM B-notes (four $50MM B-notes) and $28MM Mezzanine Debt.
2
3
4 Mezzanine
6
8
9
11
15
15.1
15.2
20
21
22
23
24
26
31
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1
48.2
51
54
55
56
57
58
59
62 Mezzanine
63
67
71
72
78
84
85
91
91.1
91.2
97
99
117
122
124
130
131
138
142
145
148
152
168
171
175
177
183
186
188
191
192
5
7 Mezzanine
7.1
7.2
7.3
7.4
12 Unsecured Sub debt. Debt holder is seller. Matures 1 year from Loan closing, and relates
to a holdback of the purchase price
13
14 Mezzanine
17
19
25
27
28
29
30
32
34
38
42
43
44
45
46
46.1
46.2
50
52
53
61
64
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70
73
74
75
76
77
79
80
81
82
83
86
87
89
94
95
100
101
102
104
105
107
108 Mezzanine
109
110
111
112
113
114
114.1
114.2
115
120
119
118
123
125
126
127
128
133
134
135
136
137
139
141
143
144
147
149
150
153
154
155
157
158
160
161
162
163
164
166
167
169
170
172
173
174
178
179
180
181
184
185
189
197
196
187
49
156
37
129
165
96
98
35
121
18
10
106
190
40
159
146
116
140
193
93
132
60
182 Subordinate MezzCap B Note
103
92
90
194
176
151
88
16
195
Annex ID Future Mortgage Debt Permitted? Future Mortgage Debt Amount Permitted
- -------- ------------------------------- ----------------------------------------------------------------------
157 50 51
1 Yes 24,000,000
2 No
3 No
4 Yes 9,500,000
6 No
No
8 No
9 No
11 Yes
15 Yes DSCR >= 1.25x, LTV <= 74%
15.1 Yes DSCR >= 1.25x, LTV <= 74%
15.2 Yes DSCR >= 1.25x, LTV <= 74%
No
20 No
21 No
22 No
23 No
24 No
26 No
31 No
33 No
33.1 No
33.2 No
36 No
36.1 No
36.2 No
39 No
41 Yes DSCR >= 1.15x, LTV <= 85%
47 No
48 No
48.1 No
48.2 No
51 No
No
54 No
55 No
56 No
57 No
58 No
59 No
62 No
63 No
67 No
71 No
72 No
78 No
84 No
85 No
91 No
91.1 No
91.2 No
97 No
99 No
117 No
122 No
124 No
130 No
131 Yes DSCR >= 1.45x, LTV <= 75%
138 No
142 No
145 No
148 No
152 No
168 No
171 No
175 No
177 No
183 No
186 Yes LTV=<30%; $1,000,000
188 No
191 No
192 Yes LTV=<30%; $1,000,000
5 No
7 No
7.1
7.2
7.3
7.4
12 Yes LTV<=80%, DSCR>=1.10x
13 No
14 Yes LTV<=81.5%, DSCR>=1.10x
17 Yes LTV<=75%, DSCR>=1.50x
19 No
25 Yes LTV<=75%, DSCR>=1.10x
No
27 No
28 No
29 No
30 No
32 No
34 Yes LTV<=90%, DSCR>=1.04x
38 No
42 Yes LTV<=85%, DSCR>=1.10x
43 No
44 No
45 No
46 No
46.1
46.2
50 No
52 No
53 No
61 No
64 No
65 No
66 No
68 No
69 No
69.1
69.2
69.3
69.4
69.5
70 Yes LTV<=90%, DSCR>=1.10x
73 No
74 No
75 No
76 No
77 No
79 No
80 Yes LTV<=90%, DSCR>=1.07x
81 No
82 No
83 No
86 No
87 No
89 No
94 No
95 No
100 No
101 No
102 No
104 No
105 No
107 Yes LTV<=80%, Debt holder would be Ramco/Lion Venture LP
108 No
109 No
110 No
111 No
112 No
113 No
114
114.1
114.2
115 No
120 No
119 No
118 No
123 Yes LTV<=85%, DSCR>=1.10x
125 No
126 No
127 Yes Combined LTV <= 85%, DSC of 1.1x (unless mezz from RAIT, DSC of 1.07x)
128 No
133 No
134 No
135 No
136 No
137 Yes LTV<=90%, DSCR>=1.10x
139 No
141 No
143 No
144 No
147 No
149 No
150 No
153 No
154 No
155 No
157 No
158 No
160 No
161 No
162 No
163 No
164 No
166 Yes LTV<=90%, DSCR>=1.10x
167 No
169 No
170 No
172 No
173 No
174 No
178 No
179 No
180 No
181 No
184 No
185 No
189 No
197 No
196 No
187 No
49 No
156 No
37 Yes Up to combined LTV of 85%, DSCR >= 1.20x
129 No
165 No
96 No
98 No
35 No
121 No
18 No
10 No
106 No
190 No
40 No
159 No
146 No
116 Yes Up to combined LTV of 70%, DSCR >= 1.30x
140 No
193 No
93 No
132 No
60 No
182 No
103 No
92 Yes Subject to DSCR >=1.25x, LTV <=80%
90 Yes Subject to DSCR >=1.25x, LTV <=80%
194 No
176 No
151 No
88 No
16 No
195 No
Annex ID Future Mortgage Debt Description
- -------- -------------------------------------------------------------------------------------------------
157 52
1 Debt may funded in the future in order to pay for 80% of the cost of improvements and renovations
to the property, with Sponsor equity required for the remaining 20% of such future costs.
2
3
4 Mezzanine Debt
6
8
9
11 Maguire may pledge indirect ownership interest in Grantor to an institutional lender
as security for a corporate line of credit
15 Mezzanine Debt
15.1 Mezzanine Debt
15.2 Mezzanine Debt
20
21
22
23
24
26
31
33
33.1
33.2
36
36.1
36.2
39
41 Mezzanine Debt
47
48
48.1
48.2
51
54
55
56
57
58
59
62
63
67
71
72
78
84
85
91
91.1
91.2
97
99
117
122
124
130
131 Mezzanine Debt by direct owner of borrower in connection with a sale
138
142
145
148
152
168
171
175
177
183
186 Unsecured Line of Credit
188
191
192 Unsecured Line of Credit
5
7
7.1
7.2
7.3
7.4
12 Mezzanine Debt
13
14 Mezzanine Debt
17 Mezzanine Debt
19
25 Mezzanine Debt
27
28
29
30
32
34 Mezzanine Debt
38
42 Mezzanine Debt
43
44
45
46
46.1
46.2
50
52
53
61
64
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70 Mezzanine Debt
73
74
75
76
77
79
80 Mezzanine Debt
81
82
83
86
87
89
94
95
100
101
102
104
105
107 Unsecured Subordinate Debt
108
109
110
111
112
113
114
114.1
114.2
115
120
119
118
123 Mezzanine Debt
125
126
127 Mezzanine Debt
128
133
134
135
136
137 Mezzanine Debt
139
141
143
144
147
149
150
153
154
155
157
158
160
161
162
163
164
166 Mezzanine Debt
167
169
170
172
173
174
178
179
180
181
184
185
189
197
196
187
49
156
37 Mezzanine Debt
129
165
96
98
35
121
18
10
106
190
40
159
146
116 Secured Subordinate Loan
140
193
93
132
60
182
103
92 Mezzanine Debt
90 Mezzanine Debt
194
176
151
88
16
195
Annex ID Physical Occupancy at UW Rent Roll/Census Date
- -------- ------------------------ ---------------------
157 53 54
1 96.62% 10/31/2005
2 91.04% 11/30/2005
3 85.82% 12/9/2005
4 79.90% 10/31/2005
6 84.51% 1/1/2006
96.62% Various
8 94.99% 10/28/2005
9 99.20% 11/22/2005
11 100.00% 12/31/2005
15 100.00% 9/20/2005
15.1 100.00% 9/20/2005
15.2 100.00% 9/20/2005
97.03% 12/1/2005
20 93.16% 12/1/2005
21 100.00% 12/1/2005
22 100.00% 12/1/2005
23 100.00% 12/1/2005
24 100.00% 12/1/2005
26 96.85% 10/24/2005
31 94.97% 9/28/2005
33 97.86% 11/11/2005
33.1 98.60% 11/11/2005
33.2 97.00% 11/11/2005
36 94.37% 11/21/2005
36.1 94.20% 11/21/2005
36.2 94.55% 11/21/2005
39 95.00% 12/9/2005
41 91.89% 11/30/2005
47 95.65% 12/9/2005
48 93.86% 1/5/2006
48.1 94.49% 1/5/2006
48.2 89.86% 1/5/2006
51 100.00% 11/22/2005
89.66% Various
54 88.21% 12/12/2005
55 89.41% 12/14/2005
56 95.00% 12/14/2005
57 85.29% 12/13/2005
58 76.56% 1/1/2006
59 97.30% 1/11/2006
62 100.00% 1/20/2006
63 95.76% 1/31/2006
67 69.72% 2/15/2006
71 100.00% 11/1/2005
72 96.59% 12/9/2005
78 93.56% 12/21/2005
84 100.00% 1/5/2006
85 100.00% 1/24/2006
91 100.00% 1/1/2006
91.1 100.00% 1/1/2006
91.2 100.00% 1/1/2006
97 91.28% 12/1/2005
99 92.65% 12/1/2005
117 85.57% 2/1/2006
122 100.00% 11/30/2005
124 100.00% 12/20/2005
130 92.50% 1/26/2006
131 65.54% 11/30/2005
138 92.00% 12/16/2005
142 91.00% 12/21/2005
145 100.00% 12/2/2005
148 100.00% 12/16/2005
152 94.88% 1/4/2006
168 100.00% 1/5/2006
171 78.97% 10/31/2005
175 100.00% 1/31/2006
177 92.55% 12/6/2005
183 100.00% 8/31/2005
186 100.00% 10/31/2005
188 80.00% 10/13/2005
191 100.00% 11/29/2005
192 100.00% 11/9/2005
5 91.71% 11/1/2005
7 89.35% 12/8/2005
7.1 82.50% 12/8/2005
7.2 95.69% 12/8/2005
7.3 97.14% 12/8/2005
7.4 100.00% 12/8/2005
12 93.54% 12/28/2005
13 100.00% 9/15/2005
14 80.01% 11/16/2005
17 93.63% 12/1/2005
19 92.21% 10/10/2005
25 100.00% 8/1/2005
100.00% 10/11/2005
27 100.00% 10/11/2005
28 100.00% 10/11/2005
29 100.00% 10/11/2005
30 100.00% 10/11/2005
32 84.86% 2/10/2006
34 98.89% 11/10/2005
38 100.00% 12/13/2005
42 89.34% 12/1/2005
43 100.00% 9/30/2005
44 99.69% 9/29/2005
45 96.00% 9/30/2005
46 93.83% 12/31/2005
46.1 91.17% 12/31/2005
46.2 97.61% 12/31/2005
50 99.14% 10/1/2005
52 93.72% 11/2/2005
53 99.46% 1/1/2006
61 95.74% 8/31/2005
64 90.81% 12/7/2005
65 100.00% 11/17/2005
66 89.69% 8/1/2005
68 100.00% 10/31/2005
69 68.44% 8/31/2005
69.1 64.43% 8/31/2005
69.2 65.02% 8/31/2005
69.3 72.93% 8/31/2005
69.4 71.27% 8/31/2005
69.5 75.59% 8/31/2005
70 97.59% 9/21/2005
73 100.00% 8/31/2005
74 100.00% 9/27/2005
75 98.58% 8/30/2005
76 100.00% 12/31/2005
77 100.00% 8/17/2005
79 100.00% 9/30/2005
80 99.20% 11/30/2005
81 100.00% 10/1/2005
82 88.67% 12/14/2005
83 92.70% 5/11/2005
86 97.61% 6/30/2005
87 92.20% 9/30/2005
89 95.12% 10/1/2005
94 90.80% 11/1/2005
95 98.44% 9/14/2005
100 95.77% 1/4/2006
101 94.06% 9/23/2005
102 97.67% 8/17/2005
104 100.00% 9/2/2005
105 86.34% 1/18/2006
107 85.43% 8/30/2005
108 90.66% 9/12/2005
109 68.31% 12/31/2005
110 80.09% 9/30/2005
111 100.00% 9/28/2005
112 99.25% 11/23/2005
113 100.00% 10/27/2005
114 94.01% 9/20/2005
114.1 83.25% 9/20/2005
114.2 100.00% 9/20/2005
115 100.00% 11/15/2005
120 78.90% 7/31/2005
119 74.15% 7/31/2005
118 100.00% 12/1/2005
123 100.00% 10/11/2005
125 98.13% 9/25/2005
126 100.00% 9/2/2005
127 88.88% 1/9/2006
128 100.00% 10/27/2005
133 100.00% 1/12/2006
134 100.00% 10/31/2005
135 100.00% 4/3/2005
136 100.00% 10/20/2005
137 100.00% 6/13/2005
139 92.77% 10/6/2005
141 100.00% 8/30/2005
143 97.88% 10/13/2005
144 100.00% 4/3/2005
147 83.36% 8/23/2005
149 100.00% 9/15/2005
150 100.00% 10/13/2005
153 100.00% 10/31/2005
154 75.80% 5/31/2005
155 100.00% 9/27/2005
157 100.00% 12/28/2005
158 100.00% 1/24/2006
160 67.10% 5/31/2005
161 78.36% 7/31/2005
162 75.00% 5/31/2005
163 100.00% 8/31/2005
164 64.90% 5/31/2005
166 95.92% 10/11/2005
167 92.65% 9/27/2005
169 100.00% 11/10/2005
170 96.52% 9/26/2005
172 90.39% 8/8/2005
173 100.00% 9/1/2005
174 100.00% 9/7/2005
178 91.69% 11/30/2005
179 95.53% 9/30/2005
180 100.00% 10/1/2005
181 100.00% 8/31/2005
184 86.69% 10/25/2005
185 100.00% 8/5/2005
189 97.92% 9/25/2005
197 73.84% 5/31/2005
196 100.00% 8/31/2005
187 88.68% 9/16/2005
49 79.73% 12/31/2005
156 68.80% 12/20/2005
37 100.00% 12/1/2005
129 77.10% 10/26/2005
165 77.70% 10/31/2005
96 83.43% 9/30/2005
98 78.67% 9/30/2005
35 100.00% 8/31/2005
121 92.31% 11/30/2005
18 93.80% 9/19/2005
10 93.50% 12/12/2005
106 79.42% 10/31/2005
190 95.83% 11/7/2005
40 97.24% 10/17/2005
159 98.80% 12/1/2005
146 100.00% 11/18/2005
116 93.90% 10/1/2005
140 100.00% 1/10/2006
193 95.83% 11/17/2005
93 100.00% 11/1/2005
132 94.50% 11/30/2005
60 88.06% 11/7/2005
182 100.00% 12/19/2005
103 82.09% 9/30/2005
92 69.10% 10/31/2005
90 70.00% 10/31/2005
194 67.70% 10/26/2005
176 74.40% 10/25/2005
151 76.80% 10/26/2005
88 95.49% 10/1/2005
16 96.40% 12/6/2005
195 91.11% 10/28/2005
Annex ID Major Tenant Name # 1
- -------- -----------------------------------------------------------------------------------------------------------
157 55
1
2 J.C. Penny
3 SunTrust Banks, Inc.
4
6 Linens 'N Things
8
9
11 New Horizons Worlwide
15 Wal-Mart.Com, Inc.
15.1 Wal-Mart.Com, Inc.
15.2 Wal-Mart.Com, Inc.
20 Accredo Health
21 Advertising Checking
22 Accredo Health
23 Clear Channel
24 Caroline Records
26
31 National Amusements Inc.
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1 Fresh Market
48.2 Aaron Brothers, Inc.
51 Annie Sez
54
55
56
57
58 24 Hr Fitness
59 Greg Centeno Design & Co.
62 IBM Corporation
63 Great Florida Bank
67 Tower Records
71 Capital Grille Holdings
72
78
84 Kroger
85 Integrity Applications
91
91.1 Xtera Communications, Inc.
91.2 ATI Enterprises, Inc.
97
99 Makar Management, LLC
117
122 Wilmington Piano
124 Kronros Incorporated
130
131
138
142
145 R.E.F Realty Corp, dba Planet Kids
148 Sleepy's
152
168 Best Buy
171 Office Max
175 Shepherd Eye Center
177 Burger King
183 Belle Marmick, Inc.
186
188
191 Peebles, Inc.
192
5 State of Washington
7
7.1 Lancaster-Lebanon Int.
7.2 P.E.M.A.
7.3 Admin. Office of PA Courts
7.4 New World Pasta Company
12 EDS/Towers Perrin
13 State of Connecticut
14 Adventist Healthcare, Inc.
17 A&P (sub-Gristede's)
19 American Express Travel Related
25 Conexant Systems, Inc.
Associated Grocers, Inc.
27 Associated Grocers, Inc.
28 Associated Grocers, Inc.
29 Associated Grocers, Inc.
30 Associated Grocers, Inc.
32 University Club St Louis
34
38 BJ's Wholesale Club
42 FAMSA
43 Giant Eagle
44
45
46
46.1 Quickquote
46.2 Zimmerman & Partners
50 Burlington
52 Academic Cardiology Associates
53 R & R/Remax
61
64 Nucor Corporation
65 Marshall's
66 Nielson Media - Office Space
68 Verizon Wireless
69
69.1
69.2
69.3
69.4
69.5
70 LA Fitness Sports Club
73
74 Kinko's of Manhattan, Inc.
75 Ukrop's Super Markets
76 Giant Food Stores, LLC
77 Goodrich Corporation
79 Safeway
80
81 Best Buy Company
82
83
86 JFK Hospital
87 The Children's Medical Group, Ltd., Agnes Lardizabal, M.D., Jeffrey Maxcy, M.D., and Madhura Bhuskute, M.C.
89 Service Merchandise
94
95 Fiduciary Asset Management
100 Albertson's (Ground Lease)
101
102
104 DSW Shoe Warehousing, Inc.
105 New Albany Musculoskeletal and Neurologic, LLC
107 Circuit City
108 U.S Joiner
109
110 County Riverside
111 Kaiser Foundation Health Plan
112 University of Phoenix
113 Hobby Lobby
114
114.1 Consolidated Electrical
114.2 JPS Surface Solutions
115 Shaw's Supermarket, Inc.
120
119
118 Lowes Foods
123 Spectrum Club Holding Company
125
126 Shaw's Supermarket
127 Commonwealth of Mass.
128 Jillian's Billiard Club, Inc.
133 24-Hour Fitness
134 Office Depot
135 Circuit City
136 Peapod, Inc.
137 Best Buy
139 Kiddie Academy
141 Advanced Vision Institute, Inc.
143 Midwest Community Bank
144 Circuit City
147 Hunan Pavilion
149 Jo-Ann Stores, Inc.
150 Global Pronex, Inc.
153 LaRosa's Pizza
154
155 Walgreens
157 Smart & Final Stores Corp.
158 Rite Aid Corp.
160
161
162
163 TGI Friday's
164
166
167
169 Gaylord Bros., Inc.
170
172 Pizza Hut
173 Wal-Mart
174 Walgreens
178 The Gap, Inc.
179 Enterprise
180 Melting Pot
181 Valet Parking Services, Inc.
184 Jiffy Lube
185 Associated Grocers, Inc.
189
197
196 N/A
187 Blockbuster
49 PricewaterhouseCoopers
156 N/A
37 Von's Grocery Co.
129 N/A
165 N/A
96 N/A
98 N/A
35 Bridgewater Interiors
121
18 N/A
10 VNU, Inc.
106 N/A
190 N/A
40
159 N/A
146 International Expo Service, Inc.
116 Initial Tropical Plants
140 Jones Red & White
193 N/A
93 IndyMac Bank, FSB
132 Challenger Center
60
182 AWG-Sunfresh
103 Borgwarner
92 N/A
90 N/A
194 N/A
176 N/A
151 N/A
88 Publix Supermarket
16 KMART
195 Chuck E Cheese
Annex ID Major Tenant Name # 2 Major Tenant Name # 3
- -------- ------------------------------------------ ------------------------------------------------------
157 56 57
1
2 AMC Theaters Valley View Sportsplex
3 Holland & Knight LLP Baker & Hostetler LLP
4
6 DSW Michaels
8
9
11 Countrywide Home Loans, Inc. Alliance Imaging, Inc.
15
15.1
15.2
20 Avaya Kindred Hospitals
21 ACH Food Companies
22
23 Baptist Memorial Boston Brace
24 Superior Pool Product Ethan Allan
26
31 Old Navy The Gap/Gap Kids
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1 Walgreens LA Fitness International
48.2 Diane Johnson Vintage Tea
51 Eckerd Pet Supplies Plus
54
55
56
57
58 Wescom Credit Union Wendy's
59 Broadway 21, Inc. Continental Lighting Systems, Inc.
62
63 Consulate General of Barbados Int'l Players Championship
67 China Star Buffalo Wild Wing
71 Citibank, N.A. CG Painting
72
78
84 Just a Buck Monterrey Mexican Restaurant
85 SAIC Advent Systems, Inc.
91
91.1 Contemporary Title Solutions Texas Commercial Energy, LLC
91.2
97
99 CPH (Westside) CPH (Eastside)
117
122 Tally-Ho Liquors WAWA, Inc (Convenience Store).
124
130
131
138
142
145 Payless Shoe Source Park, Suk Hui & Park Song dba B&H Fruit and Vegetables
148
152
168
171 Checker Auto Mac's Lock & Key
175 Starbucks Cafe Caubo
177 Launderland Lux Gift and Beauty
183 Stereo 1 Leo Ramirez Auto Care
186
188
191 The Cato Corporation Hibbett Sporting Goods, Inc.
192
5 Avista Advantage Pitney Bowes
7
7.1 Primedia Enthusiast Publications Inc. Pa Coaliation Against Domestic Violence
7.2 Ernst & Young U.S. LLP Quality Insights of PA
7.3 Vale National Training Center Roadway Express, Inc.
7.4 McCormick, Taylor & Associates, Inc.
12 Equity One, Inc. American Water Works
13 Computer Sciences Corporation Verizon/Cellco
14 Z Tech Corporation Skanska USA Building, Inc
17 Ansonia Parking The North Face, Inc.
19 Liberty Mutual Suburban Mortgage
25
27
28
29
30
32 Mueller, Prost et al St. Louis University
34
38 Super Stop n Shop A.C. Moore Arts and Crafts
42 Walgreen's Wells Fargo
43 Staples, Inc. The Pep Boys
44
45
46
46.1 Gary Bitner Public Relations Hello Florida
46.2 State of Florida Webstream
50 Randall's Stein Mart
52 Troy Gastroenterology, P.C. Oakland - McComb Ob/Gyn P.C.
53 Legg Mason Wood Walker, Inc. Universal Underwriters
61
64 Southend Enterprises, LLC Agdata, Inc.
65 Joann's Fabric DD's (Ross)
66 Butler Service Group Baldwin Technology Co.
68 Windsor Richland Mall, LP
69
69.1
69.2
69.3
69.4
69.5
70 AC Furniture Gallery Meat Emporium
73
74 Starbucks Corporation
75 Peebles Store Brooks/Eckerd Drug Store
76
77
79 Celebree Learning Center College Square Liquors
80
81
82
83
86 DCA Medical Specialists
87 Valley Radiologists, Ltd. Pulmonary Associates, PC
89 Ross Dress For Less Factory Card Outlet
94
95 AG Edwards & Sons Inc. Psychological Associates Inc.
100 McDonald's (Ground Lease) Country Waffles
101
102
104 Office Max Inc.
105 Orthopedic and Neurologic Consultants Inc. General Medical Consultants, Inc.
107 Staples Factory Card Outlet
108 Mattel Murphy Development Company
109
110 Dollar Mart D.J.'s Restaurant
111
112 State Lottery Department Met Life
113 Big Lots Fashion Bug
114
114.1 Menage Design, Inc Frazee Industries, Inc
114.2 Import Stone Ewing Irrigation Products
115
120
119
118 Dollar General Blockbuster
123
125
126
127 The Rendon Group The Watch Hospital, Inc.
128 Concorde Entertainment Ipswich Entertainment
133 Red Brick Pizza Tasteful Cakes
134 Big Lots Tuesday Morning
135
136
137
139 State of NJ Workman Comp. Court Prudential Insurance Co.
141 Buffalo Wild Wings Studio Branca
143 GMAC Mortgage Midwest Custom Homes & JRD Development
144
147 Armstrongs Restaurant Prudential Preferred Realty
149 Barnes & Noble 2nd Wind Exercise Equipment, Inc.
150 O.S.T.S. INC. Fitzgerald & Flamenbaum
153 Hollywood Video Complete Petmart
154
155
157 Goodwill Industries
158 Family Fashions Round Table Pizza
160
161
162
163 Roma Restaurants South Beach Food Center
164
166
167
169
170
172 Verlo EB Games
173
174
178 Ellen Tracy Zales
179 Dent 1st Spa's Atlanta
180 JD's Cosmetic Essentials Birdies in the Nest LLC
181 Dunkin Donuts
184 Desert Sun Starbucks Coffee
185
189
197
196 N/A N/A
187 Perfect Teeth Super Cleaners
49 N/A N/A
156 N/A N/A
37 Rite Aid Corporation/Thrifty Payless Automobile Club of S. Cal.
129 N/A N/A
165 N/A N/A
96 N/A N/A
98 N/A N/A
35 N/A N/A
121
18 N/A N/A
10 HOB Entertainment, Inc. Frederick's of Hollywood
106 N/A N/A
190 N/A N/A
40
159 N/A N/A
146 N/A N/A
116 Team Howmedica GTech
140 Eckerd Drug Punch & Judy
193 N/A N/A
93 RBF Consulting N/A
132 Job Performance Centers Crossroads Media
60
182 Family Dollar All City DJS's
103
92 N/A N/A
90 N/A N/A
194 N/A N/A
176 N/A N/A
151 N/A N/A
88 Shapes Family Fitness Pet Supermarket
16 Dominick's Finer Foods The Sports Authority, Inc.
195 Indiana Regional Blood Malibu Tan
Annex ID Major Tenant Sq. Ft. # 1 Major Tenant Sq. Ft. # 2 Major Tenant Sq. Ft. # 3
- -------- ------------------------ ------------------------ ------------------------
157 58 59 60
1
2 220,378 72,991 60,800
3 267,214 52,417 52,368
4
6 28,000 24,990 23,644
8
9
11 86,097 52,622 46,887
15 167,177
15.1 104,092
15.2 63,085
20 166,511 9,245 7,722
21 24,284 24,211
22 33,688
23 28,250 28,250 19,000
24 47,250 35,500 11,750
26
31 66,680 27,990 9,485
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1 18,400 15,120 13,040
48.2 6,041 4,981 1,595
51 14,903 10,750 10,300
54
55
56
57
58 37,000 4,804 3,245
59 4,175 4,000 3,700
62 150,000
63 15,502 12,776 8,971
67 14,053 6,466 5,759
71 16,968 10,967 658
72
78
84 55,696 4,500 4,250
85 30,441 27,175 6,366
91
91.1 47,251 19,832 16,714
91.2 35,800
97
99 14,659 7,685 5,996
117
122 6,645 5,100 3,200
124 110,882
130
131
138
142
145 12,000 2,700 2,000
148 10,195
152
168 45,000
171 23,660 8,000 2,750
175 7,000 1,899 1,866
177 3,400 2,549 2,420
183 15,630 8,966 4,500
186
188
191 21,049 4,800 4,570
192
5 98,825 73,611 57,964
7
7.1 68,200 46,107 26,859
7.2 79,456 17,499 11,903
7.3 55,596 17,600 12,460
7.4 34,839 20,887
12 200,000 57,166 54,587
13 197,583 63,900 20,697
14 77,867 26,130 11,788
17 30,149 21,306 8,203
19 169,071 26,725 22,681
25 199,458
265,459
27 71,983
28 68,164
29 57,084
30 68,228
32 46,200 16,433 12,941
34
38 106,684 64,898 23,000
42 20,000 14,560 4,000
43 87,519 23,925 18,600
44
45
46
46.1 9,351 6,045 5,882
46.2 45,436 4,573 4,164
50 86,479 57,454 34,000
52 9,111 7,695 7,513
53 31,202 8,570 7,630
61
64 32,391 15,433 15,253
65 39,201 35,872 28,900
66 37,335 32,437 14,030
68 162,813 68,664
69
69.1
69.2
69.3
69.4
69.5
70 37,500 8,976 4,488
73
74 6,751 4,370
75 63,136 35,300 11,850
76 55,000
77 131,252
79 55,164 7,200 4,800
80
81 30,071
82
83
86 22,076 13,566 7,951
87 8,066 6,715 6,421
89 53,243 28,800 12,752
94
95 16,666 16,313 13,397
100 47,074 4,092 2,980
101
102
104 27,746 24,054
105 13,115 11,647 7,723
107 32,383 32,121 12,000
108 66,530 24,752 5,650
109
110 71,852 3,600 2,510
111 34,025
112 32,206 18,202 11,391
113 50,711 45,872 6,843
114
114.1 8,509 7,146 6,240
114.2 14,704 13,392 8,114
115 63,500
120
119
118 46,024 6,000 5,162
123 101,000
125
126 54,985
127 28,281 5,908 1,862
128 74,022 16,135 4,138
133 9,454 1,500 1,500
134 30,000 25,000 12,842
135 42,000
136 94,000
137 30,519
139 8,921 6,826 4,585
141 8,400 5,600 5,578
143 3,178 1,583 1,569
144 33,879
147 4,200 4,000 4,000
149 23,000 22,493 9,195
150 2,640 2,199 2,108
153 6,000 5,000 4,400
154
155 13,396
157 19,500 13,660
158 20,000 4,160 3,960
160
161
162
163 6,582 1,850 800
164
166
167
169 71,880
170
172 3,460 2,409 1,730
173 72,113
174 13,650
178 11,211 3,094 2,249
179 8,000 4,725 2,800
180 4,104 939 836
181 71,541 459
184 3,565 2,000 1,710
185 45,859
189
197
196 N/A N/A N/A
187 4,200 1,980 1,800
49 84,500 N/A N/A
156 N/A N/A N/A
37 30,000 16,520 9,252
129 N/A N/A N/A
165 N/A N/A N/A
96 N/A N/A N/A
98 N/A N/A N/A
35 268,000 N/A N/A
121 0 0 0
18 N/A N/A N/A
10 70,275 47,607 22,462
106 N/A N/A N/A
190 N/A N/A N/A
40 0 0 0
159 N/A N/A N/A
146 67,000 N/A N/A
116 17,520 12,635 10,460
140 15,974 8,000 7,112
193 N/A N/A N/A
93 41,457 19,841 0
132 26,750 5,856 2,921
60 0 0 0
182 37,466 8,000 4,262
103 53,060 N/A N/A
92 N/A N/A N/A
90 N/A N/A N/A
194 N/A N/A N/A
176 N/A N/A N/A
151 N/A N/A N/A
88 42,112 10,080 9,520
16 104,231 69,246 43,012
195 7,200 4,800 3,200
Annex ID Major Tenant Lease Expiration Date # 1 Major Tenant Lease Expiration Date # 2
- -------- -------------------------------------- --------------------------------------
157 61 62
1
2 11/1/2016 5/31/2024
3 7/10/2008 11/30/2010
4
6 1/31/2016 1/31/2016
8
9
11 1/31/2012 1/31/2008
15 1/31/2012
15.1 1/31/2012
15.2 1/31/2012
20 12/31/2009 8/31/2009
21 7/31/2007 4/30/2008
22 12/31/2009
23 8/31/2013 4/30/2006
24 5/30/2008 3/31/2008
26
31 7/31/2019 2/28/2010
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1 9/30/2020 9/30/2060
48.2 2/28/2013 1/31/2008
51 1/31/2010 10/31/2012
54
55
56
57
58 7/22/2020 12/31/2015
59 12/31/2018 12/31/2018
62 12/31/2015
63 2/29/2016 1/31/2010
67 2/28/2016 8/31/2013
71 7/31/2023 2/29/2016
72
78
84 11/30/2019 8/31/2009
85 5/31/2007 1/31/2009
91
91.1 1/31/2008 7/31/2009
91.2 6/30/2015
97
99 7/31/2014 6/30/2010
117
122 4/30/2012 1/31/2013
124 10/31/2012
130
131
138
142
145 8/31/2015 5/31/2013
148 11/30/2014
152
168 2/11/2018
171 8/31/2012 6/30/2012
175 10/15/2015 2/29/2016
177 4/30/2012 10/29/2007
183 12/31/2007 9/30/2013
186
188
191 1/31/2017 1/31/2007
192
5 9/30/2008 4/30/2010
7
7.1 6/30/2007 2/28/2009
7.2 2/29/2012 10/31/2007
7.3 6/30/2007 12/31/2009
7.4 6/30/2009 6/30/2009
12 8/31/2015 5/31/2011
13 10/31/2010 10/31/2010
14 4/30/2013 9/30/2010
17 9/30/2017 7/31/2008
19 5/31/2014 7/31/2007
25 6/20/2017
27 12/20/2013
28 12/20/2013
29 10/6/2013
30 12/20/2013
32 5/31/2010 11/30/2010
34
38 5/31/2013 8/31/2013
42 9/30/2020 12/7/2064
43 8/31/2018 11/30/2012
44
45
46
46.1 7/15/2007 11/30/2006
46.2 1/31/2014 12/31/2008
50 11/30/2015 5/31/2012
52 8/31/2020 8/31/2020
53 4/15/2011 5/23/2008
61
64 9/14/2006 11/30/2008
65 10/31/2015 1/31/2016
66 12/31/2008 2/28/2008
68 11/30/2010 9/9/2025
69
69.1
69.2
69.3
69.4
69.5
70 8/31/2019 2/28/2009
73
74 3/20/2011 3/31/2020
75 12/31/2016 1/31/2007
76 11/30/2025
77 4/30/2011
79 7/31/2029 1/14/2015
80
81 9/22/2015
82
83
86 3/31/2015 10/31/2011
87 2/28/2014 1/31/2007
89 2/28/2019 1/31/2009
94
95 9/30/2008 9/30/2007
100 7/31/2026 9/1/2014
101
102
104 3/31/2009 1/31/2012
105 8/31/2015 12/28/2010
107 1/31/2010 12/31/2010
108 4/30/2012 12/31/2009
109
110 11/30/2014 3/31/2007
111 3/31/2009
112 6/30/2012 12/31/2009
113 1/31/2018 1/31/2010
114
114.1 4/30/2006 7/31/2006
114.2 3/31/2010 9/30/2007
115 2/28/2026
120
119
118 11/2/2019 8/31/2006
123 7/31/2018
125
126 2/28/2027
127 4/30/2010 7/31/2009
128 12/31/2008 7/31/2010
133 9/30/2015 7/31/2015
134 4/30/2008 1/31/2010
135 5/31/2018
136 1/31/2020
137 1/31/2016
139 1/31/2008 6/30/2009
141 4/30/2010 10/31/2014
143 1/15/2008 5/31/2007
144 5/31/2018
147 2/28/2010 3/31/2011
149 1/31/2014 2/28/2013
150 8/31/2007 3/31/2008
153 11/30/2020 8/31/2015
154
155 3/31/2057
157 6/30/2020 3/31/2015
158 5/31/2014 8/31/2009
160
161
162
163 11/30/2009 8/31/2008
164
166
167
169 5/31/2020
170
172 1/31/2014 11/30/2008
173 1/31/2024
174 12/31/2079
178 8/28/2012 5/31/2007
179 5/31/2009 1/31/2011
180 4/7/2015 12/31/2009
181 9/30/2016 8/31/2015
184 5/31/2025 12/31/2015
185 6/30/2015
189
197
196 N/A N/A
187 6/30/2010 8/31/2008
49 12/31/2017 N/A
156 N/A N/A
37 4/30/2009 5/31/2014
129 N/A N/A
165 N/A N/A
96 N/A N/A
98 N/A N/A
35 10/31/2015 N/A
121
18 N/A N/A
10 11/30/2013 2/28/2015
106 N/A N/A
190 N/A N/A
40
159 N/A N/A
146 11/17/2020 N/A
116 1/31/2011 8/31/2010
140 12/31/2015 5/31/2007
193 N/A N/A
93 1/20/2012 3/14/2011
132 6/30/2014 3/31/2007
60
182 3/1/2008 12/31/2006
103 3/31/2020 N/A
92 N/A N/A
90 N/A N/A
194 N/A N/A
176 N/A N/A
151 N/A N/A
88 10/4/2009 8/31/2009
16 9/30/2017 8/31/2012
195 12/7/2014 4/30/2011
Annex ID Major Tenant Lease Expiration Date # 3 Major Tenant Rental Rate #1 Major Tenant Rental Rate # 2
- -------- -------------------------------------- --------------------------- ----------------------------
157 63 64 65
1
2 7/31/2015 -- 28.73
3 3/31/2014 21.96 23.55
4
6 1/31/2016 13.00 24.00
8
9
11 7/6/2008 24.01 25.80
15
15.1 52.64
15.2 62.74
20 1/31/2008 6.00 9.45
21 12.25 12.50
22 11.72
23 12/31/2006 4.60 6.35
24 11/30/2008 3.25 3.70
26
31 1/31/2010 17.16 0.00
33
33.1
33.2
36
36.1
36.2
39
41
47
48
48.1 11/30/2010 12.60 25.50
48.2 1/31/2008 22.00 24.04
51 11/30/2008 17.16 17.60
54
55
56
57
58 6/24/2020 22.20 36.00
59 12/31/2009 30.00 79.50
62 10.00
63 1/31/2007 26.86 24.00
67 5/4/2013 21.60 30.57
71 5/31/2007 52.59 68.39
72
78
84 10/31/2010 9.17 13.75
85 1/31/2007 22.04 19.96
91
91.1 6/30/2013 11.27 8.00
91.2 14.00
97
99 6/30/2010 35.09 29.40
117
122 10/31/2007 26.00 20.63
124 5.50
130
131
138
142
145 4/30/2011 23.00 24.44
148 63.76
152
168 9.11
171 11/30/2006 10.25 12.92
175 10/15/2010 31.80 39.00
177 10/22/2006 31.33 14.82
183 12/31/2012 12.36 11.71
186
188
191 2/28/2010 5.00 7.50
192
5 8/30/2009 18.47 20.33
7
7.1 12/31/2007 11.24 9.05
7.2 8/31/2008 17.83 21.16
7.3 8/31/2010 12.07 9.00
7.4 12.87 15.03
12 2/28/2011 22.50 4.48
13 2/28/2008 20.95 17.52
14 6/30/2010 23.98 18.85
17 1/31/2013 56.01 17.26
19 6/30/2009 18.50 21.50
25 17.36
27 11.48
28 11.35
29 14.85
30 8.44
32 8/31/2008 12.79 17.69
34
38 2/28/2007 7.45 18.50
42 10/23/2010 17.63 29.19
43 10/31/2017 14.20 12.75
44
45
46
46.1 12/31/2008 13.21 14.04
46.2 2/28/2011 12.87 18.54
50 10/31/2013 5.50 8.54
52 8/31/2020 20.70 20.70
53 11/30/2006 26.52 14.32
61
64 8/31/2012 18.70 18.93
65 2/28/2016 13.50 15.00
66 12/31/2014 17.09 16.00
68 12.25 0.00
69
69.1
69.2
69.3
69.4
69.5
70 2/28/2010 15.80 13.37
73
74 82.81 153.32
75 6/30/2018 7.50 2.82
76 24.70
77 9.43
79 10/31/2012 13.62 23.04
80
81 35.50
82
83
86 2/29/2012 20.00 22.28
87 4/30/2011 24.00 33.19
89 1/31/2009 3.85 7.25
94
95 9/30/2009 22.50 26.00
100 10/31/2010 8.50 18.57
101
102
104 18.00 17.75
105 5/31/2015 20.00 18.00
107 1/31/2009 10.10 6.38
108 10/31/2011 6.12 5.92
109
110 6/30/2007 13.41 5.90
111 26.44
112 5/30/2010 18.80 16.47
113 3/31/2009 4.75 5.80
114
114.1 8/31/2010 6.42 8.16
114.2 4/30/2006 9.83 7.80
115 11.00
120
119
118 5/31/2009 9.00 5.67
123 7.92
125
126 12.25
127 2/28/2012 28.29 26.80
128 9/30/2006 10.32 11.44
133 7/31/2010 25.80 36.60
134 7/15/2006 6.50 3.90
135 15.40
136 7.48
137 19.00
139 4/30/2006 13.50 20.00
141 9/6/2009 20.00 23.00
143 7/31/2009 21.50 22.25
144 16.58
147 9/30/2010 12.75 18.00
149 10/31/2010 9.60 11.50
150 10/31/2009 18.84 18.00
153 9/30/2015 17.00 17.80
154
155 33.81
157 15.60 15.60
158 5/31/2007 6.50 14.40
160
161
162
163 7/31/2012 54.52 66.81
164
166
167
169 6.67
170
172 1/31/2009 24.00 24.40
173 5.11
174 27.47
178 4/30/2014 28.00 23.60
179 11/30/2008 12.23 23.36
180 12/31/2009 38.99 39.99
181 7.30 54.90
184 6/30/2015 32.70 29.93
185 13.08
189
197
196 N/A N/A N/A
187 8/31/2008 20.35 21.45
49 N/A 34.50 N/A
156 N/A N/A N/A
37 12/31/2014 3.67 2.35
129 N/A N/A N/A
165 N/A N/A N/A
96 N/A N/A N/A
98 N/A N/A N/A
35 N/A 9.25 N/A
121 N/A N/A
18 N/A N/A N/A
10 2/28/2015 48.20 25.45
106 N/A N/A N/A
190 N/A N/A N/A
40 N/A N/A
159 N/A N/A N/A
146 N/A 9.00 N/A
116 7/31/2011 6.09 7.50
140 9/30/2010 4.32 3.00
193 N/A N/A N/A
93 N/A 26.40 24.60
132 6/30/2006 27.54 27.68
60 N/A N/A
182 5/31/2008 5.50 3.61
103 N/A 16.86 N/A
92 N/A N/A N/A
90 N/A N/A N/A
194 N/A N/A N/A
176 N/A N/A N/A
151 N/A N/A N/A
88 1/4/2010 5.70 9.67
16 11/30/2013 5.88 10.99
195 2/28/2011 17.00 15.00
Annex ID Major Tenant Rental Rate # 3 Elevator (Y/N) Utilities Tenant Pays Subject Studio Avg Rent
- -------- ---------------------------- -------------- --------------------------- -----------------------
157 66 67 68 69
1 22 None 1,194
2 5.35
3 24.60
4
6 12.50
0 Electric, Water
8 0 Electric, Water 0
9 0 Electric, Water 0
11 25.80
15
15.1
15.2
20 8.35
21
22
23 3.95
24 3.69
26 0 Electric, Gas, Water, Sewer 459
31 0.00
33 0 Various 0
33.1 0 Electric, Water 0
33.2 0 Electric 0
36 0 Electric, Water 729
36.1 0 Electric, Water 0
36.2 0 Electric, Water 729
39 0 Electric, Water, Sewer 0
41 0 Electric 0
47 0 Electric, Water 0
48
48.1 12.25
48.2 24.04
51 17.92
0 Electric
54 0 Electric 0
55 0 Electric 0
56 0 Electric 0
57 0 Electric 0
58 0.00
59 28.06
62
63 19.50
67 32.21
71 28.84
72 0 Electric 0
78 0 Electric, Water, Sewer 0
84 23.20
85 20.26
91
91.1 8.25
91.2
97 0 Electric, Gas, Water, Sewer 0
99 32.40
117 0 Electric, Water, Sewer 0
122 19.04
124
130 0 Electric, Water, Sewer 0
131
138 0 Electric, Gas 0
142 0 Electric 0
145 38.20
148
152
168
171 13.69
175 36.00
177 21.38
183 13.26
186 2 Electric 0
188 0 Electric, Gas 0
191 8.00
192 2 Electric, Gas, Water 800
5 17.59
7
7.1 10.85
7.2 18.50
7.3 10.00
7.4
12 4.48
13 20.02
14 23.18
17 122.53
19 18.00
25
27
28
29
30
32 7.26
34 0 Electric 0
38 9.52
42 45.50
43 7.98
44 0 Electric 0
45 0 Electric, Water, Sewer 0
46
46.1 12.24
46.2 13.13
50 6.70
52 20.70
53 25.17
61 0 Electric 0
64 22.13
65 12.50
66 16.94
68
69
69.1
69.2
69.3
69.4
69.5
70 18.00
73 0 Electric, Water, Sewer, Gas 522
74
75 10.25
76
77
79 11.75
80 0 Electric, Water 0
81
82 0 Electric, Gas 0
83 0 Electric, Water 358
86 20.00
87 26.46
89 9.88
94 0 Electric, Gas 485
95 21.00
100 14.15
101 0 Electric, Gas, Water, Sewer 0
102 0 Electric, Gas, Sewer, Water 0
104
105 20.00
107 7.30
108 13.80
109
110 10.36
111
112 18.50
113 14.75
114
114.1 11.66
114.2 10.40
115
120
119
118 19.00
123
125 0 Electric, Water 0
126
127 36.73
128 26.35
133 36.00
134 7.01
135
136
137
139 19.00
141 18.84
143 22.14
144
147 17.57
149 6.10
150 19.80
153 16.50
154
155
157
158 13.50
160
161
162
163 61.50
164
166 1 Electric, Water, Sewer 716
167 2 Electric 0
169
170 0 Electric, Water 0
172 25.00
173
174
178 20.00
179 16.50
180 38.60
181
184 44.00
185
189 0 Electric 0
197
196 N/A 3 Electric 0
187 23.77
49 N/A 0
156 N/A N/A 0
37 21.64
129 N/A N/A 0
165 N/A N/A 0
96 N/A N/A 0
98 N/A N/A 0
35 N/A N/A 0
121 N/A 2 None 1,025
18 N/A Electric, Water, Sewer 0
10 27.19
106 N/A N/A 0
190 N/A 0 Electric 420
40 N/A No Electric, Water
159 N/A 0 Electric, Gas 0
146 N/A N/A 0
116 5.02 N/A 0
140 7.86
193 N/A Electric, Water, Sewer 0
93 N/A 0
132 25.23
60 N/A No Electric, Gas
182 5.00
103 N/A 0
92 N/A N/A 0
90 N/A N/A 0
194 N/A N/A 0
176 N/A N/A 0
151 N/A N/A 0
88 12.00
16 12.57
195 15.00
Annex ID Subject 1BR Avg Rent Subject 2BR Avg Rent Subject 3BR Avg Rent Subject 4BR Avg Rent Subject 5BR Avg Rent
- -------- -------------------- -------------------- -------------------- -------------------- --------------------
157 70 71 72 73 74
1 1,377 1,528 1,983 0
2
3
4
6
8 771 1,048 1,485 0
9 762 876 1,328 0
11
15
15.1
15.2
20
21
22
23
24
26 533 635 830 0
31
33 551 670 823 992
33.1 502 639 806 992
33.2 588 724 841 0
36 691 910 1,152 0
36.1 718 950 1,226 0
36.2 665 848 957 0
39 630 721 903 0
41 795 950 0 0
47 754 921 1,031 0
48
48.1
48.2
51
404 513 636
54 428 555 755 0
55 396 535 0 0
56 398 498 591 0
57 405 464 611 0
58
59
62
63
67
71
72 631 711 0 0
78 539 703 798 0
84
85
91
91.1
91.2
97 595 708 0 0
99
117 590 699 0 0
122
124
130 673 771 911 0
131
138 980 1,077 1,230 0
142 483 634 0 0
145
148
152
168
171
175
177
183
186 1,200 1,500 0 0
188 0 1,343 0 0
191
192 1,050 1,300 0 0
5
7
7.1
7.2
7.3
7.4
12
13
14
17
19
25
27
28
29
30
32
34 0 745 996 1,152 0
38
42
43
44 749 916 1,161 1,398 0
45 715 871 1,018 0 0
46
46.1
46.2
50
52
53
61 615 841 1,010 1,385 0
64
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70
73 455 765 979 1,107 1,411
74
75
76
77
79
80 648 752 874 0 0
81
82 782 911 0 0 0
83 436 537 423 0 0
86
87
89
94 544 654 0 0 0
95
100
101 531 682 0 0 0
102 659 998 1,122 0 0
104
105
107
108
109
110
111
112
113
114
114.1
114.2
115
120
119
118
123
125 627 720 829 0 0
126
127
128
133
134
135
136
137
139
141
143
144
147
149
150
153
154
155
157
158
160
161
162
163
164
166 812 0 0 0 0
167 549 612 0 0 0
169
170 550 645 754 0 0
172
173
174
178
179
180
181
184
185
189 637 708 773 0 0
197
196 448 630 0 0
187
49 0 0 0 0
156 0 0 0 0
37
129 0 0 0 0
165 0 0 0 0
96 0 0 0 0
98 0 0 0 0
35 0 0 0 0
121 1,053 1,272
18 696 949 1,295 0
10
106 0 0 0 0
190 610 684 0 0
40 899 1,403 1,787 2,125
159 679 958 0 0
146 0 0 0 0
116 0 0 0 0
140
193 0 566 678 0
93 0 0 0 0
132
60 735 876 1,000
182
103 0 0 0 0
92 0 0 0 0
90 0 0 0 0
194 0 0 0 0
176 0 0 0 0
151 0 0 0 0
88
16
195
Annex ID Subject Studio Max Rent Subject 1BR Max Rent Subject 2BR Max Rent Subject 3BR Max Rent
- -------- ----------------------- -------------------- -------------------- --------------------
157 75 76 77 78
1 1,400 2,256 3,847 3,003
2
3
4
6
8 0 900 1,235 1,485
9 0 870 1,050 1,440
11
15
15.1
15.2
20
21
22
23
24
26 550 915 1,025 1,178
31
33 0 669 920 980
33.1 0 640 700 925
33.2 0 669 920 980
36 745 830 1,010 1,300
36.1 0 890 1,010 1,300
36.2 745 700 900 1,019
39 0 770 841 989
41 0 795 950 0
47 0 754 925 1,100
48
48.1
48.2
51
510 660 805
54 0 510 660 805
55 0 480 610 0
56 0 447 562 675
57 0 435 525 625
58
59
62
63
67
71
72 0 802 916 0
78 0 600 750 850
84
85
91
91.1
91.2
97 0 699 819 0
99
117 0 830 884 0
122
124
130 0 675 775 925
131
138 0 1,020 1,145 1,270
142 0 525 670 0
145
148
152
168
171
175
177
183
186 0 1,200 1,500 0
188 0 0 1,550 0
191
192 800 1,050 1,300 0
5
7
7.1
7.2
7.3
7.4
12
13
14
17
19
25
27
28
29
30
32
34 0 0 1,200 1,280
38
42
43
44 0 790 1,118 1,399
45 0 820 1,050 1,050
46
46.1
46.2
50
52
53
61 0 666 952 1,124
64
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70
73 576 705 905 1,235
74
75
76
77
79
80 0 655 775 1,350
81
82 0 925 1,060 0
83 380 495 640 650
86
87
89
94 580 735 735 0
95
100
101 0 655 865 0
102 0 725 1,145 1,405
104
105
107
108
109
110
111
112
113
114
114.1
114.2
115
120
119
118
123
125 0 660 765 875
126
127
128
133
134
135
136
137
139
141
143
144
147
149
150
153
154
155
157
158
160
161
162
163
164
166 850 995 0 0
167 0 595 670 0
169
170 0 635 815 830
172
173
174
178
179
180
181
184
185
189 0 645 730 795
197
196 0 525 630 0
187
49 0 0 0 0
156 0 0 0 0
37
129 0 0 0 0
165 0 0 0 0
96 0 0 0 0
98 0 0 0 0
35 0 0 0 0
121 1,025 1,066 1,272
18 0 969 1,245 1,295
10
106 0 0 0 0
190 420 610 720 0
40 990 1,450 2,100
159 0 679 1,059 0
146 0 0 0 0
116 0 0 0 0
140
193 0 0 584 695
93 0 0 0 0
132
60 740 950 1,200
182
103 0 0 0 0
92 0 0 0 0
90 0 0 0 0
194 0 0 0 0
176 0 0 0 0
151 0 0 0 0
88
16
195
Annex ID Subject 4BR Max Rent Subject 5BR Max Rent Subject Studio Units Subject 1BR Units Subject 2BR Units
- -------- -------------------- -------------------- -------------------- ----------------- -----------------
157 79 80 81 82 83
1 0 11 1,116 1,859
2
3
4
6
0 306 287
8 0 0 222 159
9 0 0 84 128
11
15
15.1
15.2
20
21
22
23
24
26 0 20 234 246
31
33 992 0 273 285
33.1 992 0 117 183
33.2 0 0 156 102
36 0 44 200 156
36.1 0 0 96 96
36.2 0 44 104 60
39 0 0 96 216
41 0 0 148 148
47 0 0 60 252
48
48.1
48.2
51
0 314 416
54 0 0 72 132
55 0 0 176 60
56 0 0 34 128
57 0 0 32 96
58
59
62
63
67
71
72 0 0 66 198
78 0 0 132 66
84
85
91
91.1
91.2
97 0 0 44 128
99
117 0 0 98 96
122
124
130 0 0 42 60
131
138 0 0 12 38
142 0 0 92 44
145
148
152
168
171
175
177
183
186 0 0 69 30
188 0 0 0 30
191
192 0 18 62 30
5
7
7.1
7.2
7.3
7.4
12
13
14
17
19
25
27
28
29
30
32
34 2,000 0 0 0 102
38
42
43
44 1,723 0 0 24 132
45 0 0 0 122 186
46
46.1
46.2
50
52
53
61 1,473 0 0 36 74
64
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70
73 1,379 1,570 4 73 41
74
75
76
77
79
80 0 0 0 63 161
81
82 0 0 0 144 112
83 0 0 16 212 232
86
87
89
94 0 0 18 172 147
95
100
101 0 0 0 168 120
102 0 0 0 48 44
104
105
107
108
109
110
111
112
113
114
114.1
114.2
115
120
119
118
123
125 0 0 0 48 64
126
127
128
133
134
135
136
137
139
141
143
144
147
149
150
153
154
155
157
158
160
161
162
163
164
166 0 0 19 30 0
167 0 0 0 62 76
169
170 0 0 0 40 63
172
173
174
178
179
180
181
184
185
189 0 0 0 24 56
197
196 0 0 110 10
187
49 0 0 0 0
156 0 0 0 0
37
129 0 0 0 0
165 0 0 0 0
96 0 0 0 0
98 0 0 0 0
35 0 0 0 0
121 0 48 75 7
18 0 0 246 172
10
106 0 0 0 0
190 0 2 6 64
40 2,150 49 36
159 0 0 20 64
146 0 0 0 0
116 0 0 0 0
140
193 0 0 0 60
93 0 0 0 0
132
60 84 228
182
103 0 0 0 0
92 0 0 0 0
90 0 0 0 0
194 0 0 0 0
176 0 0 0 0
151 0 0 0 0
88
16
195
Annex ID Subject 3BR Units Subject 4BR Units Subject 5BR Units Current Operating Statements Date
- -------- ----------------- ----------------- ----------------- ---------------------------------
157 84 85 86 87
1 235 0 T-12 5/31/2005
2 Ann. 9/30/2005
3 Ann. 11/30/2005
4 T-12 10/31/2005
6
58 0 Various
8 18 0 T-12 9/30/2005
9 40 0 T-12 10/31/2005
11 Ann. 11/30/2005
15 Ann. 6/30/2005
15.1 Ann. 6/30/2005
15.2 Ann. 6/30/2005
T-12 11/30/2005
20 T-12 11/30/2005
21 T-12 11/30/2005
22 T-12 11/30/2005
23 T-12 11/30/2005
24 T-12 11/30/2005
26 72 0 T-12 9/30/2005
31 T-12 7/31/2005
33 87 4 Various
33.1 45 4 12/31/2005
33.2 42 0 12/25/2005
36 44 0 T-12 10/31/2005
36.1 32 0 T-12 10/31/2005
36.2 12 0 T-12 10/31/2005
39 48 0 T-12 11/30/2005
41 0 0 T-12 9/30/2005
47 104 0 T-12 11/30/2005
48 12/31/2005
48.1 12/31/2005
48.2 12/31/2005
51 12/31/2005
34 0 Ann. 11/30/2005
54 8 0 Ann. 11/30/2005
55 0 0 Ann. 11/30/2005
56 18 0 Ann. 11/30/2005
57 8 0 Ann. 11/30/2005
58
59 T-12 11/30/2005
62 Ann. 11/30/2005
63 12/31/2005
67 Ann. 9/30/2005
71 Ann. 9/30/2005
72 0 0 T-12 11/30/2005
78 66 0 T-12 11/30/2005
84 12/31/2005
85 12/31/2005
91 Ann. 11/30/2005
91.1 Ann. 11/30/2005
91.2 Ann. 11/30/2005
97 0 0 T-12 11/30/2005
99 T-12 11/30/2005
117 0 0 T-12 9/30/2005
122 Ann. 8/31/2005
124 Ann. 9/30/2005
130 18 0 Ann. 12/31/2005
131 T-12 11/30/2005
138 14 0 Ann. 11/30/2005
142 0 0 T-12 11/30/2005
145 Ann. 11/30/2005
148 Ann. 11/30/2005
152 Ann. 7/31/2005
168
171 12/31/2005
175
177 T-12 10/31/2005
183 Ann. 9/30/2005
186 0 0
188 0 0
191 Ann. 11/1/2005
192 0 0
5 T-12 8/31/2005
7 Ann. 7/31/2005
7.1 Ann. 7/31/2005
7.2 Ann. 7/31/2005
7.3 Ann. 7/31/2005
7.4 Ann. 7/31/2005
12
13 Ann. 6/30/2005
14 Ann. 8/31/2005
17 Ann. 6/30/2005
19 T-12 6/30/2005
25 Ann. 7/31/2005
Ann. 10/31/2005
27 Ann. 10/31/2005
28 Ann. 10/31/2005
29 Ann. 10/31/2005
30 Ann. 10/31/2005
32 Ann. 7/31/2005
34 102 156 0 T-12 10/31/2005
38 T-12 9/30/2005
42
43 T-12 8/31/2005
44 84 84 0 T-12 7/31/2005
45 16 0 0 T-12 9/30/2005
46 Ann. 10/31/2005
46.1 Ann. 10/31/2005
46.2 Ann. 10/31/2005
50 Ann. 5/31/2005
52 Ann. 9/30/2005
53 T-12 6/30/2005
61 74 74 0 T-12 4/30/2005
64 Ann. 8/31/2005
65
66
68
69 T-12 8/31/2005
69.1 T-12 8/31/2005
69.2 T-12 8/31/2005
69.3 T-12 8/31/2005
69.4 T-12 8/31/2005
69.5 T-12 8/31/2005
70 Ann. 7/31/2005
73 57 24 10 T-12 7/31/2005
74 Ann. 6/30/2005
75 Ann. 7/31/2005
76
77
79 T-12 6/30/2005
80 26 0 0 T-12 10/31/2005
81
82 0 0 0 Ann. 5/31/2005
83 6 0 0 T-12 6/30/2005
86
87 T-12 6/30/2005
89 Ann. 7/31/2005
94 0 0 0 T-12 9/30/2005
95 Ann. 7/31/2005
100 Ann. 9/30/2005
101 0 0 0 T-12 9/25/2005
102 38 0 0 Ann. 8/31/2005
104 Ann. 3/31/2005
105
107 Ann. 6/30/2005
108 Ann. 9/30/2005
109 T-12 9/30/2005
110 Ann. 4/30/2005
111 Ann. 8/31/2005
112
113 Ann. 7/31/2005
114 T-12 8/31/2005
114.1
114.2
115
120 T-12 7/31/2005
119 T-12 7/31/2005
118 Ann. 7/31/2005
123 T-12 9/30/2005
125 48 0 0 T-12 8/31/2005
126 T-12 7/31/2005
127 Ann. 6/30/2005
128 Ann. 9/30/2005
133
134 Ann. 9/30/2005
135 Ann. 5/31/2005
136 Ann. 9/30/2005
137
139 Ann. 8/31/2005
141 T-12 8/30/2005
143 Ann. 6/30/2005
144 Ann. 5/31/2005
147 T-12 6/30/2005
149 T-12 8/31/2005
150 T-12 9/30/2005
153
154 T-12 5/31/2005
155
157 Ann. 9/30/2005
158 T-12 6/30/2005
160 T-12 5/31/2005
161 T-12 7/31/2005
162 T-12 5/31/2005
163 Ann. 11/30/2005
164 T-12 5/31/2005
166 0 0 0 T-12 7/31/2005
167 0 0 0 Ann. 3/31/2005
169 Ann. 9/30/2005
170 12 0 0 Ann. 3/31/2005
172 Ann. 6/30/2005
173
174 Ann. 7/31/2005
178 Ann. 11/30/2005
179 Ann. 5/31/2005
180
181 Ann. 7/31/2005
184 Ann. 9/30/2005
185 Ann. 7/31/2005
189 16 0 0 T-12 8/31/2005
197 T-12 5/31/2005
196 0 0 Ann. 9/30/2005
187 Ann. 10/31/2005
49 0 0
156 0 0 T-12 11/30/2005
37 Ann. 11/30/2005
129 0 0 Ann. 9/30/2005
165 0 0 T-12 10/31/2005
96 0 0 T-12 9/30/2005
98 0 0 T-12 9/30/2005
35 0 0
121 0 T-12 11/30/2005
18 16 0 Ann. 9/30/2005
10 Ann. 9/30/2005
106 0 0 T-12 10/31/2005
190 0 0 Ann. 10/31/2005
40 74 22
159 0 0 Ann. 9/30/2005
146 0 0
116 0 0 Ann. 10/31/2005
140 Ann. 8/31/2005
193 12 0 Ann. 9/30/2005
93 0 0
132 Ann. 11/30/2005
60 48 Ann. 12/31/2005
182 Ann. 12/31/2005
103 0 0 Ann. 9/30/2005
92 0 0 T-12 10/31/2005
90 0 0 T-12 10/31/2005
194 0 0 T-12 9/30/2005
176 0 0 T-12 9/30/2005
151 0 0 T-12 9/30/2005
88 Ann. 10/31/2005
16 Ann. 11/30/2005
195 Ann. 10/31/2005
Annex ID Rolling 12 NOI 2005 Second Most Recent Operating Stmt Date 2004
- -------- ------------------- -------------------------------------- ----------
157 88 89 90
1 30,582,043 12/31/2004 31,271,530
2 11,581,748 12/31/2004 10,141,450
3 10,901,821 12/31/2004 10,762,400
4 7,281,000 12/31/2004 5,409,000
6
4,427,760 12/31/2004 3,613,530
8 2,646,148 12/31/2004 1,887,787
9 1,781,612 12/31/2004 1,725,743
11 5,388,132 12/31/2004 5,055,068
15 8,935,086 12/31/2004 8,753,171
15.1 5,170,330 12/31/2004 5,081,700
15.2 3,764,756 12/31/2004 3,671,471
3,305,023 12/31/2004 2,884,203
20 1,356,572 12/31/2004 1,484,413
21 597,650 12/31/2004 626,437
22 519,222 12/31/2004 84,340
23 463,664 12/31/2004 415,933
24 367,915 12/31/2004 273,080
26 2,722,433 12/31/2004 2,680,427
31 3,390,743 12/31/2004 3,247,085
33 2,520,979 12/31/2004 2,437,658
33.1 1,499,574 12/31/2004 1,353,155
33.2 1,021,405 12/31/2004 1,084,503
36 2,249,873 12/31/2004 2,137,221
36.1 1,105,503 12/31/2004 1,264,312
36.2 1,144,370 12/31/2004 872,909
39 2,133,526 12/31/2004 2,030,117
41 1,707,136 12/31/2004 1,666,384
47 1,531,278 12/31/2004 1,448,681
48 1,819,533 12/31/2004 1,822,601
48.1 1,552,334 12/31/2004 1,548,963
48.2 267,200 12/31/2004 273,638
51 1,704,743 12/31/2004 1,649,102
1,637,263 12/31/2004 1,576,499
54 520,447 12/31/2004 529,138
55 501,960 12/31/2004 451,894
56 392,703 12/31/2004 363,476
57 222,153 12/31/2004 231,991
58
59 1,445,500 12/31/2004 1,133,236
62 2,222,951 12/31/2004 2,223,685
63 1,079,121
67 554,669 12/31/2004 836,885
71 422,281
72 1,241,001 12/31/2004 1,290,495
78 901,358 12/31/2004 594,872
84 1,133,313 12/31/2004 1,152,861
85 1,031,800 12/31/2004 1,056,879
91 1,249,237 12/31/2004 1,177,576
91.1 781,107 12/31/2004 679,910
91.2 468,130 12/31/2004 497,666
97 905,581 12/31/2004 879,277
99 873,854 12/31/2004 904,194
117 678,553 12/31/2004 670,423
122 773,649 12/31/2004 710,254
124 567,141 12/31/2004 578,936
130 658,852
131 1,124,220 12/31/2004 758,817
138 596,064
142 404,872
145 509,097 12/31/2004 486,500
148 315,742
152 513,609 12/31/2004 591,942
168
171 524,862 12/31/2004 544,477
175
177 375,903 12/31/2004 371,160
183 255,232 12/31/2004 292,812
186
188
191 349,574 12/31/2004 343,303
192
5 6,758,271 12/31/2004 7,049,946
7 5,916,378 12/31/2004 6,048,954
7.1 2,450,067 12/31/2004 2,619,439
7.2 1,594,454 12/31/2004 1,708,218
7.3 1,094,753 12/31/2004 1,010,642
7.4 777,105 12/31/2004 710,655
12
13 4,953,742 12/31/2004 4,959,716
14 3,785,139 12/31/2004 3,465,936
17 4,526,964 12/31/2004 5,546,907
19 2,114,305 12/31/2004 2,087,544
25 3,218,417 12/31/2004 3,147,267
3,022,781 12/31/2004 3,022,781
27 826,361 12/31/2004 826,361
28 773,356 12/31/2004 773,356
29 847,188 12/31/2004 847,188
30 575,876 12/31/2004 575,876
32 3,056,382 12/31/2004 3,055,611
34 2,010,240 12/31/2004 2,006,684
38 2,388,537 12/31/2004 2,176,838
42
43 1,845,775 12/31/2004 1,846,773
44 1,972,520 12/31/2004 1,738,426
45 1,611,491 12/31/2004 1,684,434
46 1,999,241 12/31/2004 1,985,598
46.1 1,144,784 12/31/2004 1,161,077
46.2 854,457 12/31/2004 824,521
50 2,404,384 12/31/2004 1,974,231
52 1,538,720
53 1,607,428 12/31/2004 1,717,478
61 1,469,892 12/31/2004 1,553,221
64 1,541,919
65
66
68
69 2,165,807 12/31/2004 2,288,896
69.1 664,907 12/31/2004 674,746
69.2 515,259 12/31/2004 609,352
69.3 443,874 12/31/2004 457,726
69.4 319,000 12/31/2004 313,047
69.5 222,767 12/31/2004 234,025
70 1,281,712 12/31/2004 1,179,880
73 1,073,713 12/31/2004 926,158
74 1,078,143
75 1,253,110 12/31/2004 1,167,809
76
77
79 1,134,679 12/31/2004 1,138,434
80 985,397 12/31/2004 1,033,067
81
82 1,075,108 12/31/2004 1,126,963
83 1,363,398 12/31/2004 1,183,691
86
87 1,041,405 12/31/2004 1,141,384
89 1,297,883 12/31/2004 975,223
94 626,789 Ann. 8/31/2004 783,006
95 1,168,039 12/31/2004 854,512
100 1,076,102 12/31/2004 994,416
101 889,141 12/31/2004 863,149
102 754,203
104 893,126 12/31/2004 879,002
105
107 1,147,479 12/31/2004 1,104,219
108 586,043
109 1,480,407 Ann. 12/31/2004 (6 mos) 792,028
110 1,176,483 12/31/2004 720,955
111 875,667 12/31/2004 928,918
112
113 853,134 12/31/2004 790,686
114 713,518 Ann. 12/31/2004 (9 mos) 721,968
114.1
114.2
115
120 1,000,552 12/31/2004 827,780
119 743,564 12/31/2004 586,410
118 769,533 12/31/2004 700,208
123 797,641 12/31/2004 794,972
125 775,043 12/31/2004 761,269
126 621,222 12/31/2004 643,746
127 709,243 12/31/2004 839,300
128 829,043 12/31/2004 748,954
133
134 786,345 12/31/2004 714,913
135 646,934 12/31/2004 646,935
136 694,606 12/31/2004 638,925
137
139 786,067 12/31/2004 630,853
141 704,269 12/31/2004 543,423
143 496,772
144 561,679 12/31/2004 561,680
147 629,824 12/31/2004 610,881
149 443,079 12/31/2004 427,146
150 516,361 12/31/2004 543,227
153
154 703,767 12/31/2004 710,155
155
157 278,187 12/31/2004 216,352
158 388,815 12/31/2004 405,128
160 875,487 12/31/2004 820,170
161 836,784 12/31/2004 584,983
162 857,511 12/31/2004 781,339
163 362,618 Ann. 9/30/2005 364,410
164 604,653 12/31/2004 593,126
166 291,160 12/31/2004 296,234
167 406,360 12/31/2004 302,421
169 553,041
170 425,390 12/31/2004 374,266
172 339,363 12/31/2004 291,741
173
174 389,556
178 217,595 12/31/2004 82,757
179 470,770 12/31/2004 415,721
180
181 342,555
184 220,008
185 574,954 12/31/2004 586,881
189 381,731 12/31/2004 361,309
197 300,455 12/31/2004 269,652
196 293,588 12/31/2004 395,649
187 338,633 12/31/2004 338,546
49 N/A N/A N/A
156 877,591 12/31/2004 734,486
37 2,096,226 12/31/2004 1,912,434
129 788,031 12/31/2004 631,265
165 648,571 12/31/2004 393,371
96 1,270,597 12/31/2004 1,141,389
98 1,229,607 12/31/2004 1,061,407
35 N/A N/A N/A
121 780,681 12/31/2004 750,711
18 1,685,902 12/31/2004 1,535,902
10 4,432,422 12/31/2004 2,728,172
106 1,242,869 12/31/2004 886,193
190 263,471 N/A N/A
40 N/A 12/31/2004 1,144,950
159 503,871 12/31/2004 425,982
146
116 643,259 12/31/2004 446,608
140 585,516 12/31/2004 537,533
193 326,892 12/31/2004 303,644
93 N/A N/A N/A
132 681,065 N/A N/A
60 1,467,726 12/31/2004 1,519,964
182 353,702 N/A N/A
103 441,784 N/A N/A
92 1,215,675 12/31/2004 1,231,255
90 1,314,718 12/31/2004 1,171,349
194 418,492 12/31/2004 251,039
176 431,947 12/31/2004 345,423
151 593,665 12/31/2004 667,650
88 978,215 12/31/2004 928,746
16 3,438,369 12/31/2004 3,506,347
195 103,596 N/A N/A
Annex ID Third Most Recent Operating Stmt Date 2003 Fourth Most Recent Operating Statement Date 2002
- -------- ------------------------------------- ---------- ------------------------------------------- ----------
157 91 92 93 94
1 12/31/2003 23,556,197 12/31/2002 24,584,225
2
3 12/31/2003 11,188,400 12/31/2002 12,137,000
4 12/31/2003 4,312,000 12/31/2002 4,521,000
6
12/31/2003 3,246,947
8 12/31/2003 1,644,562
9 12/31/2003 1,602,385
11
15 12/31/2003 8,834,696
15.1 12/31/2003 4,971,340
15.2 12/31/2003 3,863,355
12/31/2003 2,159,307
20 12/31/2003 1,288,685
21 12/31/2003 343,813
22
23 12/31/2003 286,158
24 12/31/2003 240,651
26 12/31/2003 2,496,151
31 12/31/2003 3,527,169 12/31/2002 3,125,219
33 12/31/2003 2,395,403
33.1 12/31/2003 1,289,416
33.2 12/31/2003 1,105,987
36 12/31/2003 2,098,386
36.1 12/31/2003 1,128,161
36.2 12/31/2003 970,225
39 12/31/2003 1,929,943
41 12/31/2003 1,249,696
47 12/31/2003 1,241,112
48 12/31/2003 1,861,990
48.1 12/31/2003 1,609,350
48.2 12/31/2003 252,640
51 12/31/2003 1,545,191 12/31/2002 1,343,502
12/31/2003 1,512,536
54 12/31/2003 565,703
55 12/31/2003 508,778
56 12/31/2003 330,365
57 12/31/2003 107,690
58
59 12/31/2003 984,089
62 12/31/2003 2,127,808
63
67 12/31/2003 447,335
71
72 12/31/2003 1,317,654
78 12/31/2003 990,491
84 12/31/2003 1,230,322
85 12/31/2003 1,169,742
91 12/31/2003 1,082,413
91.1 12/31/2003 624,422
91.2 12/31/2003 457,991
97 12/31/2003 852,542
99 12/31/2003 939,324 12/31/2002 939,739
117 12/31/2003 626,806
122 12/31/2003 595,532
124 12/31/2003 581,499
130
131
138
142
145 12/31/2003 478,700
148
152 12/31/2003 506,974
168
171 12/31/2003 560,941 12/31/2002 481,441
175
177 12/31/2003 369,058 12/31/2002 366,522
183
186
188
191 12/31/2003 322,961
192
5 12/31/2003 7,086,396
7 12/31/2003 7,135,550
7.1 12/31/2003 3,573,246
7.2 12/31/2003 1,633,769
7.3 12/31/2003 1,156,783
7.4 12/31/2003 771,752
12
13 12/31/2003 4,755,977
14 12/31/2003 2,929,194
17 12/31/2003 4,835,179
19 12/31/2003 3,655,012
25 12/31/2003 3,127,290
12/31/2003 2,903,166
27 12/31/2003 792,087
28 12/31/2003 741,088
29 12/31/2003 818,145
30 12/31/2003 551,846
32 12/31/2003 2,970,796
34 12/31/2003 2,718,486
38 12/31/2003 2,122,049
42
43 12/31/2003 1,827,322
44 12/31/2003 1,650,309
45 12/31/2003 1,607,107
46 12/31/2003 1,957,898
46.1 12/31/2003 1,123,142
46.2 12/31/2003 834,756
50 12/31/2003 2,169,154
52
53 12/31/2003 1,185,448
61 12/31/2003 1,631,997
64
65
66
68
69 12/31/2003 1,953,177
69.1 12/31/2003 430,604
69.2 12/31/2003 730,817
69.3 12/31/2003 368,533
69.4 12/31/2003 222,464
69.5 12/31/2003 200,759
70
73 12/31/2003 844,322
74
75 12/31/2003 1,125,856
76
77
79 12/31/2003 1,085,379
80 12/31/2003 777,303
81
82 12/31/2003 1,256,019
83 12/31/2003 1,361,359
86
87 12/31/2003 1,003,491
89 12/31/2003 835,897
94 12/31/2003 817,977
95 12/31/2003 827,817
100 12/31/2003 990,076
101 12/31/2003 642,764
102
104 12/31/2003 908,442
105
107 12/31/2003 1,148,855
108
109
110 12/31/2003 824,730
111 12/31/2003 825,307
112
113
114
114.1
114.2
115
120 12/31/2003 1,063,038
119
118 12/31/2003 671,417
123 Ann. 12/31/2003 (6 mos) 674,932
125 12/31/2003 697,225
126 12/31/2003 648,975
127 12/31/2003 910,066
128 12/31/2003 715,756
133
134 12/31/2003 571,265
135
136 12/31/2003 638,925
137
139 12/31/2003 764,305
141 12/31/2003 476,991
143
144
147 12/31/2003 596,296
149 12/31/2003 322,954
150 12/31/2003 521,363
153
154 12/31/2003 680,273
155
157 12/31/2003 356,893
158 12/31/2003 427,045
160 12/31/2003 631,393
161 12/31/2003 705,505
162 12/31/2003 491,688
163
164 12/31/2003 605,240
166 12/31/2003 318,572
167 12/31/2003 382,146
169
170 12/31/2003 411,308
172
173
174
178 12/31/2003 310,744
179 12/31/2003 284,032
180
181
184
185 12/31/2003 583,036
189 12/31/2003 349,320
197 12/31/2003 350,345
196 N/A N/A N/A N/A
187 12/31/2003 325,750 N/A N/A
49 N/A N/A N/A N/A
156 12/31/2003 596,252 12/31/2002 613,850
37 12/31/2003 1,643,742 N/A N/A
129 12/31/2003 366,878 N/A N/A
165 12/31/2003 -10,741 N/A N/A
96 N/A N/A N/A N/A
98 N/A N/A N/A N/A
35 N/A N/A N/A N/A
121 12/31/2003 804,535 N/A N/A
18 N/A N/A N/A N/A
10 N/A N/A N/A N/A
106 12/31/2003 427,383 N/A N/A
190 N/A N/A N/A N/A
40 N/A N/A N/A N/A
159 12/1/2003 483,086 N/A N/A
146
116 12/31/2003 255,303 N/A N/A
140 12/31/2003 555,243 N/A N/A
193 12/31/2003 320,149 12/31/2002 316,488
93 N/A N/A N/A N/A
132 N/A N/A N/A N/A
60 N/A N/A N/A N/A
182 12/31/2003 282,354 N/A N/A
103 N/A N/A N/A N/A
92 12/31/2003 1,218,560 12/31/2002 1,111,796
90 12/31/2003 950,613 12/31/2002 992,588
194 12/31/2003 145,134 N/A N/A
176 12/31/2003 257,800 N/A N/A
151 12/31/2003 752,755 N/A N/A
88 12/31/2003 718,988 N/A N/A
16 N/A N/A N/A N/A
195 N/A N/A N/A N/A
Annex ID UW DSCR (Based on UW NCF) UW Revenue UW EGI UW Exp UW NOI UW Res UW TI/LC UW NCF
- -------- ------------------------- ---------- ---------- ---------- ---------- ------- ------- ----------
157 95 96 97 98 99 100 101 102
1 2.38 61,969,692 63,183,015 21,535,696 41,647,319 805,250 0 40,842,069
2 1.66 10,168,430 20,888,009 8,429,304 12,458,705 117,868 335,459 12,005,378
3 2.45 15,001,970 17,587,803 6,895,287 10,692,516 174,496 294,527 10,223,493
4 1.60 15,989,720 25,447,180 17,511,494 7,935,686 763,415 0 7,172,271
6 1.68 4,924,703 9,570,424 3,269,624 6,300,800 60,889 209,097 6,030,814
1.25 6,563,216 6,957,276 2,323,305 4,633,971 139,020 0 4,494,951
8 1.25 3,993,487 4,209,935 1,272,390 2,937,545 79,800 0 2,857,745
9 1.25 2,569,729 2,747,341 1,050,915 1,696,426 59,220 0 1,637,206
11 1.50 6,526,476 7,037,985 2,282,211 4,755,774 54,565 229,545 4,471,664
15 3.50 8,372,781 9,926,607 1,550,826 8,375,781 33,435 183,004 8,159,342
15.1 3.50 4,870,684 5,819,114 948,430 4,870,684 20,818 107,048 4,742,818
15.2 3.50 3,502,097 4,107,493 602,396 3,505,097 12,617 75,956 3,416,524
1.24 2,957,157 4,287,557 1,277,638 3,009,919 78,008 313,096 2,618,816
20 1.24 1,363,537 1,945,643 563,051 1,382,592 33,880 145,929 1,202,783
21 1.24 546,674 710,011 191,732 518,279 7,274 69,039 441,966
22 1.24 354,779 618,814 181,145 437,670 5,053 47,959 384,657
23 1.24 337,750 502,375 165,653 336,722 14,100 21,566 301,056
24 1.24 354,417 510,713 176,058 334,656 17,700 28,602 288,354
26 1.28 4,005,894 4,535,886 1,810,207 2,725,679 143,000 0 2,582,679
31 1.31 4,072,143 7,874,280 5,086,171 2,788,109 54,860 137,619 2,595,631
33 1.20 4,481,009 4,811,415 2,293,048 2,518,367 129,800 0 2,388,567
33.1 1.20 2,364,914 2,594,876 1,139,479 1,455,397 69,800 0 1,385,597
33.2 1.20 2,116,095 2,216,539 1,153,569 1,062,970 60,000 0 1,002,970
36 1.21 3,910,096 4,230,552 1,991,135 2,239,417 50,801 0 2,188,616
36.1 1.21 2,118,324 2,262,424 974,622 1,287,803 25,800 0 1,262,002
36.2 1.21 1,791,772 1,968,128 1,016,513 951,615 25,001 0 926,614
39 1.22 2,898,411 3,190,553 1,143,890 2,046,664 81,000 0 1,965,664
41 1.20 2,697,044 2,807,729 1,011,069 1,796,660 74,000 0 1,722,660
47 1.20 3,179,769 3,279,609 1,564,507 1,715,102 62,001 0 1,653,101
48 1.50 1,935,347 2,339,987 507,746 1,832,241 20,634 68,736 1,742,871
48.1 1.50 1,644,358 1,995,455 434,659 1,560,796 17,826 52,869 1,490,101
48.2 1.50 290,989 344,532 73,087 271,445 2,808 15,867 252,770
51 1.21 1,791,012 2,430,875 789,833 1,641,042 17,186 47,583 1,576,273
1.24 3,630,192 3,969,742 2,284,643 1,685,099 172,376 0 1,512,723
54 1.24 1,115,700 1,215,960 633,382 582,578 46,852 0 535,726
55 1.24 1,015,945 1,120,410 666,883 453,527 58,764 0 394,763
56 1.24 899,248 978,876 566,155 412,721 38,880 0 373,841
57 1.24 599,299 654,496 418,223 236,273 27,880 0 208,393
58 1.18 1,252,920 1,606,126 452,578 1,153,548 9,046 16,282 1,128,221
59 1.20 2,401,586 2,571,586 1,084,258 1,487,328 15,325 73,687 1,398,316
62 1.20 1,578,205 1,996,159 474,889 1,521,270 22,500 100,091 1,398,679
63 1.20 2,352,788 2,774,897 1,292,844 1,482,053 21,116 80,580 1,380,357
67 1.16 1,175,392 1,418,362 280,702 1,137,659 9,632 42,303 1,085,725
71 1.45 1,751,580 1,810,770 663,727 1,147,043 4,289 28,593 1,114,161
72 1.20 1,990,881 2,074,718 872,300 1,202,418 59,400 0 1,143,018
78 1.21 1,859,494 1,923,808 809,328 1,114,480 42,240 0 1,072,240
84 1.61 1,268,405 1,632,783 440,255 1,192,528 18,797 49,958 1,123,773
85 1.25 1,783,648 1,795,145 808,976 986,169 17,637 88,183 880,349
91 1.28 1,197,332 1,613,729 457,372 1,156,357 24,064 90,239 1,042,055
91.1 1.28 727,856 1,010,975 315,226 695,749 16,904 63,389 615,457
91.2 1.28 469,476 602,754 142,146 460,608 7,160 26,850 426,598
97 1.22 1,286,760 1,413,593 532,719 880,874 38,700 0 842,174
99 1.37 1,375,588 1,432,683 577,184 855,499 9,178 37,511 808,810
117 1.31 1,218,383 1,390,448 606,937 783,511 53,350 0 730,161
122 1.26 689,170 913,355 211,666 701,689 6,899 21,598 673,191
124 1.45 683,968 856,747 172,779 683,968 22,176 34,921 626,870
130 1.22 991,560 1,044,560 418,750 625,810 24,000 0 601,810
131 1.54 4,447,184 6,526,109 5,470,511 1,055,598 261,044 0 794,554
138 1.23 768,948 786,948 254,011 532,937 12,800 0 520,137
142 1.20 757,269 768,393 261,501 506,892 27,200 0 479,692
145 1.22 522,502 621,392 115,513 505,879 4,500 14,252 487,127
148 1.24 617,111 625,519 137,939 487,580 1,529 10,484 475,567
152 1.27 733,497 744,233 277,201 467,032 7,381 0 459,652
168 1.21 401,620 410,620 8,212 402,408 9,000 13,613 379,795
171 1.46 505,762 633,991 126,463 507,528 11,056 40,483 455,989
175 2.00 507,184 615,550 114,102 501,448 3,398 16,991 481,059
177 1.20 404,596 510,034 142,050 367,984 3,221 15,432 349,331
183 1.29 357,022 472,572 116,413 356,159 4,364 17,529 334,266
186 3.08 1,453,820 1,518,820 759,002 759,818 24,750 0 735,068
188 1.28 460,055 460,055 147,811 312,243 7,500 0 304,743
191 1.36 375,428 431,500 97,630 333,870 10,644 18,715 304,511
192 2.40 1,153,444 1,198,844 688,290 510,554 27,500 0 483,054
5 1.29 9,830,456 9,879,038 3,328,216 6,550,821 84,862 471,170 5,994,789
7 1.26 8,689,229 8,689,229 3,020,620 5,668,608 100,764 431,758 5,136,087
7.1 1.26 3,935,951 3,935,951 1,251,893 2,684,058 53,093 200,101 2,430,864
7.2 1.26 2,306,806 2,306,806 1,085,073 1,221,733 21,730 108,381 1,091,622
7.3 1.26 1,558,757 1,558,757 464,539 1,094,217 17,582 83,432 993,204
7.4 1.26 887,715 887,715 219,115 668,600 8,359 39,844 620,397
12 1.32 7,264,486 7,264,486 2,293,861 4,970,625 66,655 579,621 4,324,349
13 1.23 7,063,387 7,073,867 3,035,866 4,038,001 51,393 383,228 3,603,380
14 1.20 5,878,635 5,931,808 2,231,679 3,700,129 38,592 229,777 3,431,760
17 2.14 6,691,467 6,691,467 2,163,822 4,527,646 19,886 213,839 4,293,921
19 1.20 5,658,366 5,746,662 2,821,677 2,924,985 60,138 226,692 2,638,156
25 1.20 3,664,916 3,664,916 718,905 2,946,010 63,827 227,765 2,654,419
1.35 2,872,237 2,872,237 86,167 2,786,070 39,819 72,331 2,673,920
27 1.35 785,043 785,043 23,551 761,492 10,797 19,722 730,973
28 1.35 734,688 734,688 22,041 712,647 10,225 18,523 683,899
29 1.35 805,424 805,424 24,163 781,261 8,563 18,840 753,858
30 1.35 547,082 547,082 16,412 530,669 10,234 15,245 505,190
32 1.58 4,665,054 5,430,549 2,472,040 2,958,509 52,640 453,991 2,451,877
34 1.32 4,535,784 4,535,784 1,737,575 2,798,209 175,770 0 2,622,439
38 1.21 3,148,622 3,148,622 1,118,754 2,029,868 31,380 49,062 1,949,427
42 1.20 2,439,635 2,439,635 871,065 1,568,570 9,273 36,240 1,523,056
43 1.22 2,573,479 2,573,479 876,965 1,696,514 18,052 28,427 1,650,036
44 1.31 4,100,843 4,241,491 2,308,922 1,932,568 87,600 0 1,844,968
45 1.20 2,582,861 3,018,494 1,359,274 1,659,220 11,016 0 1,648,204
46 1.22 2,962,438 2,967,306 1,206,386 1,760,920 2,841 46,162 1,711,917
46.1 1.22 1,721,650 1,723,288 695,315 1,027,973 1,688 44,318 981,967
46.2 1.22 1,240,788 1,244,018 511,072 732,947 1,153 1,844 729,950
50 1.41 3,060,146 3,060,146 961,330 2,098,816 139,966 192,313 1,766,537
52 1.25 2,924,695 2,924,695 1,143,461 1,781,235 9,260 147,227 1,624,748
53 1.36 2,652,459 2,652,459 871,420 1,781,039 20,367 182,438 1,578,233
61 1.23 2,598,133 2,669,228 1,225,867 1,443,361 77,700 0 1,365,661
64 1.55 2,525,806 2,525,806 928,485 1,597,320 27,260 166,680 1,403,380
65 1.22 1,745,598 1,745,598 399,460 1,346,138 15,596 53,477 1,277,065
66 1.24 2,451,949 2,639,160 1,067,628 1,571,532 31,692 148,711 1,391,129
68 1.51 2,428,221 2,428,221 646,351 1,781,870 57,869 76,538 1,647,463
69 1.60 7,385,549 7,622,695 5,484,421 2,138,274 304,908 0 1,833,366
69.1 1.60 2,047,072 2,119,372 1,480,241 639,131 84,775 0 554,356
69.2 1.60 1,651,782 1,700,379 1,186,684 513,695 68,015 0 445,680
69.3 1.60 1,270,746 1,323,915 884,712 439,202 52,957 0 386,245
69.4 1.60 1,372,758 1,401,726 1,052,083 349,644 56,069 0 293,575
69.5 1.60 1,043,191 1,077,303 880,701 196,602 43,092 0 153,510
70 1.23 1,616,556 1,723,122 503,841 1,219,281 8,810 58,080 1,152,390
73 1.33 1,830,442 2,018,782 732,667 1,286,115 68,380 0 1,217,735
74 1.20 1,284,420 1,284,420 186,410 1,098,010 1,668 0 1,096,342
75 1.22 1,551,274 1,559,774 362,547 1,197,226 25,354 53,909 1,117,964
76 1.23 1,491,412 1,491,412 284,942 1,206,469 8,250 39,287 1,158,933
77 1.20 1,553,174 1,553,174 352,210 1,200,965 13,125 105,670 1,082,170
79 1.26 1,751,408 1,761,464 673,239 1,088,225 13,013 23,020 1,052,191
80 1.24 1,995,084 2,028,084 894,234 1,133,850 62,500 0 1,071,350
81 1.20 1,092,874 1,092,874 32,786 1,060,088 3,007 21,783 1,035,297
82 1.21 2,298,361 2,307,387 1,245,857 1,061,530 73,984 0 987,546
83 1.47 2,471,064 2,623,739 1,414,226 1,209,513 39,000 0 1,170,513
86 1.26 1,478,898 1,478,898 461,330 1,017,568 11,215 60,086 946,266
87 1.42 1,946,070 1,983,345 770,683 1,212,662 17,298 128,857 1,066,507
89 1.44 1,662,143 1,662,143 525,086 1,137,057 25,400 65,988 1,045,670
94 1.26 2,115,339 2,173,076 1,281,158 891,918 84,250 0 807,668
95 1.53 1,848,960 2,034,300 1,065,509 968,791 14,422 112,469 841,900
100 1.45 1,299,042 1,301,462 312,045 989,416 7,986 21,951 959,479
101 1.20 1,827,861 1,920,899 1,070,174 850,725 72,000 0 778,725
102 1.23 1,306,776 1,340,292 506,685 833,608 32,500 0 801,108
104 1.21 1,196,314 1,196,314 352,558 843,757 7,762 31,208 804,786
105 1.12 1,333,885 1,333,885 678,725 655,160 11,809 68,161 575,190
107 1.89 1,651,474 1,651,474 420,176 1,231,298 20,182 75,630 1,135,486
108 1.18 1,094,596 1,094,596 314,027 780,569 11,529 34,252 734,788
109 1.45 2,845,467 3,077,634 1,963,680 1,113,954 123,105 0 990,849
110 1.44 1,382,537 1,385,833 426,190 959,643 23,110 86,944 849,589
111 1.22 966,409 966,409 175,933 790,476 6,805 45,365 738,307
112 1.34 1,565,727 1,565,727 635,443 930,284 16,538 125,968 787,778
113 1.26 1,027,254 1,027,254 271,560 755,694 19,445 59,106 677,143
114 1.24 922,486 922,486 204,545 717,941 14,583 27,711 675,647
114.1 1.24
114.2 1.24
115 1.22 698,500 698,500 20,955 677,545 0 0 677,545
120 1.31 2,531,088 2,565,060 1,608,537 956,524 102,602 0 853,921
119 1.52 3,517,249 3,938,107 2,884,504 1,053,604 157,524 0 896,080
118 1.21 924,268 924,268 231,444 692,825 11,374 17,621 663,830
123 1.23 760,000 760,000 28,300 731,700 15,150 50,904 665,646
125 1.41 1,317,458 1,419,393 692,725 726,668 40,000 0 686,668
126 1.28 673,566 673,566 23,359 650,207 6,598 0 643,609
127 1.21 1,025,684 1,025,684 373,944 651,740 7,570 42,583 601,587
128 1.38 1,383,085 1,383,085 617,309 765,776 14,551 48,478 702,747
133 1.28 800,098 800,098 196,398 603,700 3,000 21,219 579,481
134 1.29 853,762 853,762 209,529 644,232 17,130 32,027 595,075
135 1.25 614,588 614,588 21,562 593,026 4,623 22,838 565,565
136 1.31 859,903 859,903 228,140 631,763 9,400 23,490 598,873
137 1.26 592,925 592,925 62,059 530,867 4,578 0 526,289
139 1.30 967,319 967,319 289,993 677,326 10,805 69,985 596,536
141 1.41 953,162 953,162 319,060 634,102 15,021 33,301 585,781
143 1.24 747,486 747,486 199,545 547,940 10,298 28,251 509,391
144 1.28 533,596 533,596 17,868 515,728 6,098 15,534 494,097
147 1.38 839,389 844,141 289,044 555,097 7,075 30,101 517,921
149 1.20 622,706 622,706 145,821 476,885 8,203 21,275 447,407
150 1.33 732,803 732,803 220,032 512,771 8,037 34,622 470,112
153 1.20 654,283 654,283 208,137 446,146 2,880 11,561 431,706
154 1.50 1,636,043 1,681,358 1,031,714 649,644 67,254 0 582,390
155 1.25 452,900 452,900 13,587 439,313 2,143 0 437,170
157 1.24 617,738 617,738 137,250 480,488 4,974 26,639 448,875
158 1.24 611,712 624,678 177,705 446,972 6,281 20,890 419,802
160 1.57 1,800,479 1,835,795 1,115,126 680,669 73,432 0 607,237
161 1.68 2,957,079 2,979,215 2,238,813 740,403 119,169 0 621,234
162 1.67 2,072,972 2,089,747 1,396,608 693,140 83,590 0 609,550
163 1.22 607,348 607,348 184,658 422,689 1,385 17,846 403,458
164 1.44 1,505,198 1,573,773 1,004,253 569,520 62,951 0 506,569
166 1.22 453,308 632,894 251,047 381,848 13,019 5,271 363,557
167 1.72 845,087 889,409 456,954 432,455 7,561 0 424,894
169 1.30 460,707 460,707 15,571 445,136 7,188 17,759 420,188
170 1.83 815,720 848,306 404,841 443,465 5,750 0 437,715
172 1.23 559,643 559,643 191,104 368,539 2,566 16,920 349,053
173 1.24 368,692 368,692 11,061 357,631 0 0 357,631
174 1.28 375,000 375,000 12,248 362,752 1,365 0 361,387
178 1.25 495,413 500,054 137,520 362,534 2,708 13,379 346,447
179 1.26 502,161 502,161 119,526 382,635 4,697 32,940 344,998
180 1.34 545,184 545,184 144,333 400,851 5,879 7,745 387,226
181 1.26 538,277 538,277 158,749 379,527 36,353 14,584 328,591
184 1.23 457,192 457,192 122,066 335,127 1,875 13,468 319,783
185 1.37 703,950 703,950 187,165 516,785 6,879 13,787 496,119
189 1.45 770,640 807,227 453,293 353,934 24,000 0 329,934
197 1.42 1,080,424 1,087,534 805,737 281,797 43,501 0 238,296
196 1.56 632,700 645,592 307,578 338,014 30,000 0 308,014
187 1.25 333,097 430,220 111,008 319,212 2,651 11,820 304,741
49 1.25 2,915,250 2,915,250 941,802 1,973,448 21,348 109,695 1,842,405
156 1.94 2,215,400 2,269,802 1,400,107 869,695 90,792 0 778,903
37 1.23 2,037,426 2,894,366 721,794 2,172,572 17,639 72,532 2,082,401
129 1.22 1,237,467 1,310,910 559,818 751,092 11,894 0 739,198
165 1.65 1,880,454 1,893,100 1,246,805 646,295 75,724 0 570,571
96 1.46 3,025,362 3,084,850 1,874,852 1,209,998 123,394 0 1,086,604
98 1.46 3,126,461 3,188,916 2,001,487 1,187,429 127,557 0 1,059,872
35 1.31 2,404,630 2,503,477 75,104 2,428,373 26,800 87,533 2,314,040
121 1.28 1,573,816 1,611,575 869,465 742,110 32,500 0 709,610
18 1.21 4,441,673 4,754,753 2,002,590 2,752,163 108,500 0 2,643,663
10 1.30 7,316,683 8,428,932 3,286,527 5,142,405 62,996 353,778 4,725,631
106 1.57 3,873,797 4,074,974 2,770,090 1,304,884 162,999 0 1,141,885
190 1.30 556,947 589,247 275,229 314,018 18,000 0 296,018
40 1.26 3,102,450 3,214,834 1,229,973 1,984,861 45,250 0 1,939,611
159 1.20 854,954 866,914 412,650 454,264 25,200 0 429,064
146 1.35 572,850 707,124 137,991 569,133 6,700 18,330 544,103
116 1.34 844,466 1,113,751 300,301 813,450 17,831 47,407 748,212
140 1.25 553,848 717,216 128,404 588,812 17,805 29,618 541,389
193 1.46 477,979 523,602 228,150 295,452 18,000 0 277,452
93 1.23 1,455,949 1,455,949 460,276 995,673 12,260 82,038 901,375
132 1.26 1,015,382 1,033,112 362,076 671,036 8,071 47,194 615,771
60 1.24 2,963,925 3,090,961 1,517,812 1,573,149 90,000 0 1,483,149
182 1.27 392,508 553,565 188,428 365,137 10,860 19,473 334,804
103 1.29 910,190 1,221,591 330,662 890,929 12,933 0 877,996
92 1.50 3,203,351 3,320,208 2,087,560 1,232,648 132,808 0 1,099,840
90 1.51 2,935,445 3,236,134 1,948,470 1,287,664 129,445 0 1,158,219
194 1.15 772,833 808,603 383,104 425,499 11,649 0 413,850
176 1.32 847,731 847,731 380,563 467,168 9,058 0 458,110
151 1.28 941,259 1,002,006 420,946 581,060 12,867 0 568,193
88 1.21 1,164,547 1,650,532 639,204 1,011,328 17,576 48,016 945,736
16 1.23 3,773,432 5,012,758 1,486,329 3,526,429 79,485 132,933 3,314,011
195 1.28 276,024 330,914 73,532 257,382 2,700 11,443 243,239
Annex ID Replacement Reserve taken at Closing Monthly Replacement Reserve TI/LC taken at Closing Monthly TI/LC
- -------- ------------------------------------ ---------------------------- ---------------------- -------------
157 103 104 105 106
1 3,050,000.00 0.00 433,503.00 0.00
2 0.00 0.00 0.00 0.00
3 0.00 0.00 0.00 0.00
4 0.00 4% of Hotel Revenue 0.00 0.00
6 0.00 0.00 2,500,000.00 0.00
0.00 11,585.00 0.00 0.00
8 0.00 6,650.00 0.00 0.00
9 0.00 4,935.00 0.00 0.00
11 0.00 0.00 0.00 0.00
15 0.00 0.00 0.00 0.00
15.1 0.00 0.00 0.00 0.00
15.2 0.00 0.00 0.00 0.00
0.00 6,503.00 0.00 16,669.00
20 0.00 2,824.00 0.00 8,334.00
21 0.00 607.00 0.00 2,084.00
22 0.00 422.00 0.00 2,084.00
23 0.00 1,175.00 0.00 1,792.00
24 0.00 1,475.00 0.00 2,375.00
26 386,100.00 0.00 0.00 0.00
31 0.00 4,572.00 300,000.00 11,430.00
33 0.00 10,816.67 0.00 0.00
33.1 0.00 0.00 0.00 0.00
33.2 0.00 0.00 0.00 0.00
36 380,000.00 4,234.00 0.00 0.00
36.1 0.00 0.00 0.00 0.00
36.2 0.00 0.00 0.00 0.00
39 81,000.00 0.00 0.00 0.00
41 0.00 6,167.00 0.00 0.00
47 420,000.00 5,166.00 0.00 0.00
48 0.00 1,289.58 0.00 5,243.00
48.1 0.00 0.00 0.00 0.00
48.2 0.00 0.00 0.00 0.00
51 0.00 1,433.00 0.00 3,796.00
0.00 14,366.00 0.00 0.00
54 0.00 3,905.00 0.00 0.00
55 0.00 4,897.00 0.00 0.00
56 0.00 3,240.00 0.00 0.00
57 0.00 2,324.00 0.00 0.00
58 0.00 795.00 0.00 1,430.00
59 16,236.00 0.00 81,180.00 0.00
62 0.00 3,125.00 0.00 0.00
63 0.00 1,763.00 250,000.00 8,816.00
67 0.00 803.00 0.00 3,525.25
71 8,578.00 0.00 0.00 0.00
72 52,800.00 0.00 0.00 0.00
78 105,600.00 0.00 0.00 0.00
84 0.00 1,174.83 0.00 4,242.50
85 0.00 1,469.72 0.00 7,348.58
91 0.00 2,005.30 600,000.00 0.00
91.1 0.00 0.00 0.00 0.00
91.2 0.00 0.00 0.00 0.00
97 38,700.00 0.00 0.00 0.00
99 0.00 765.00 0.00 3,136.00
117 0.00 4,414.00 0.00 0.00
122 0.00 575.00 0.00 1,811.00
124 0.00 0.00 0.00 0.00
130 0.00 2,000.00 0.00 0.00
131 0.00 21,753.67 0.00 0.00
138 0.00 1,067.00 0.00 0.00
142 0.00 2,266.67 0.00 0.00
145 9,000.00 0.00 50,000.00 0.00
148 0.00 170.00 0.00 850.00
152 0.00 615.07 0.00 0.00
168 0.00 0.00 0.00 1,135.00
171 0.00 922.00 100,000.00 3,363.00
175 0.00 284.00 488,805.00 0.00
177 0.00 269.00 0.00 1,289.00
183 0.00 363.67 150,000.00 0.00
186 0.00 0.00 0.00 0.00
188 0.00 625.00 0.00 0.00
191 0.00 667.00 0.00 1,553.00
192 0.00 0.00 0.00 0.00
5 0.00 7,071.83 646,900.00 0.00
7 0.00 5,598.00 3,400,000.00 0.00
7.1
7.2
7.3
7.4
12 0.00 0.00 0.00 0.00
13 0.00 4,282.75 0.00 0.00
14 216,115.00 3,216.00 600,043.42 21,440.00
17 0.00 1,732.17 0.00 0.00
19 0.00 5,000.00 0.00 0.00
25 0.00 0.00 0.00 0.00
0.00 0.00 0.00 1,570.01
27 0.00 0.00 0.00
28 0.00 0.00 0.00
29 0.00 1,570.01
30 0.00 0.00 0.00
32 0.00 0.00 127,468.54 0.00
34 0.00 13,302.00 0.00 0.00
38 0.00 2,266.33 0.00 0.00
42 0.00 772.75 786,852.50 0.00
43 0.00 1,504.33 0.00 2,315.75
44 0.00 7,300.00 0.00 0.00
45 700,000.00 0.00 0.00 0.00
46 347,764.00 2,792.23 2,190,467.35 0.00
46.1
46.2
50 0.00 11,663.83 0.00 15,989.92
52 0.00 771.67 0.00 2,777.75
53 0.00 847.25 475,883.72 0.00
61 0.00 6,475.00 0.00 0.00
64 0.00 0.00 1,000,000.00 0.00
65 30,000.00 0.00 0.00 0.00
66 0.00 2,641.00 600,000.00 0.00
68 0.00 0.00 0.00 0.00
69 0.00 4% of monthly gross revenues 0.00 0.00
69.1 4% of monthly gross revenues 0.00 0.00
69.2 4% of monthly gross revenues 0.00 0.00
69.3 4% of monthly gross revenues 0.00 0.00
69.4 4% of monthly gross revenues 0.00 0.00
69.5 4% of monthly gross revenues 0.00 0.00
70 0.00 762.92 0.00 1,441.67
73 0.00 5,698.33 0.00 0.00
74 0.00 0.00 0.00 0.00
75 0.00 2,132.83 0.00 4,166.67
76 0.00 0.00 0.00 0.00
77 0.00 1,093.75 0.00 8,333.33
79 0.00 1,084.42 0.00 0.00
80 0.00 4,875.00 0.00 0.00
81 0.00 250.67 0.00 0.00
82 0.00 6,165.34 0.00 0.00
83 775,000.00 0.00 0.00 0.00
86 0.00 934.58 0.00 2,336.54
87 0.00 1,441.08 250,000.00 7,205.42
89 0.00 2,116.67 0.00 5,424.83
94 0.00 7,020.83 0.00 0.00
95 0.00 0.00 0.00 0.00
100 0.00 0.00 0.00 0.00
101 0.00 6,000.00 0.00 0.00
102 0.00 2,708.33 0.00 0.00
104 0.00 646.83 0.00 2,156.08
105 0.00 0.00 0.00 0.00
107 0.00 0.00 0.00 0.00
108 0.00 960.75 0.00 2,882.25
109 0.00 4% of monthly gross revenues 0.00 0.00
110 0.00 1,933.92 100,000.00 0.00
111 0.00 567.08 0.00 3,780.38
112 0.00 1,531.25 650,000.00 11,714.06
113 0.00 1,620.39 0.00 8,101.94
114 0.00 1,215.25 0.00 2,594.16
114.1
114.2
115 0.00 0.00 0.00 0.00
120 0.00 4% of monthly gross revenues 0.00 0.00
119 0.00 4% of monthly gross revenues 0.00 0.00
118 0.00 949.39 0.00 3,164.63
123 0.00 0.00 0.00 5,510.00
125 0.00 3,333.33 0.00 0.00
126 0.00 549.84 0.00 0.00
127 0.00 630.83 0.00 3,521.00
128 0.00 1,212.59 0.00 4,898.58
133 0.00 249.75 122,230.00 1,665.00
134 0.00 1,427.50 0.00 2,083.33
135 0.00 0.00 0.00 0.00
136 0.00 0.00 0.00 0.00
137 0.00 381.50 0.00 0.00
139 0.00 900.42 210,000.00 0.00
141 0.00 0.00 0.00 0.00
143 0.00 506.42 0.00 2,057.75
144 0.00 0.00 0.00 0.00
147 0.00 589.58 120,000.00 2,086.08
149 0.00 683.58 0.00 0.00
150 0.00 669.75 0.00 2,511.50
153 0.00 240.00 343,250.00 833.33
154 0.00 4% of monthly gross revenues 0.00 0.00
155 0.00 264.92 0.00 0.00
157 0.00 414.50 0.00 0.00
158 0.00 523.42 0.00 1,738.25
160 0.00 4% of monthly gross revenues 0.00 0.00
161 0.00 4% of monthly gross revenues 0.00 0.00
162 0.00 4% of monthly gross revenues 0.00 0.00
163 0.00 115.42 0.00 1,487.16
164 0.00 4% of monthly gross revenues 0.00 0.00
166 0.00 1,020.00 0.00 0.00
167 0.00 0.00 0.00 0.00
169 0.00 599.00 0.00 1,780.00
170 0.00 0.00 0.00 0.00
172 0.00 213.84 0.00 1,425.58
173 0.00 0.00 0.00 0.00
174 0.00 0.00 0.00 0.00
178 0.00 225.67 0.00 1,487.83
179 0.00 389.33 0.00 2,595.41
180 0.00 306.33 0.00 489.92
181 0.00 3,029.42 0.00 0.00
184 0.00 156.28 0.00 1,041.83
185 0.00 573.25 0.00 0.00
189 0.00 2,000.00 0.00 0.00
197 0.00 4% of monthly gross revenues 0.00 0.00
196 0.00 2,500.00 0.00
187 0.00 220.92 0.00 833.34
49 0.00 1,779.00 0.00
156 0.00 7,377.36 0.00 0.00
37 0.00 1,469.92 0.00 4,166.67
129 0.00 991.17 0.00 0.00
165 151,284.25 3,020.66 0.00 0.00
96 0.00 7,712.00 0.00 0.00
98 0.00 7,972.29 0.00 0.00
35 0.00 0.00 0.00 0.00
121 0.00 2,708.33 0.00 0.00
18 0.00 9,041.67 0.00
10 0.00 5,247.92 0.00 22,916.67
106 634,503.00 13,469.54 0.00 0.00
190 0.00 1,500.00 0.00 0.00
40 0.00 3,770.83 0.00 0.00
159 0.00 2,100.00 0.00 0.00
146 0.00 558.33 0.00 2,166.66
116 0.00 1,484.33 22,500.00 10,000.00
140 0.00 1,483.75 0.00 0.00
193 0.00 1,500.00 0.00
93 0.00 1,021.67 4,166.67
132 0.00 672.58 0.00 1,000.00
60 0.00 7,500.00 0.00 0.00
182 0.00 885.58 0.00 833.33
103 0.00 1,066.08 0.00
92 0.00 5,533.68 0.00 0.00
90 0.00 5,393.56 0.00 0.00
194 0.00 970.75 0.00 0.00
176 0.00 754.83 0.00 0.00
151 0.00 1,072.50 0.00 0.00
88 0.00 1,464.67 170,000.00 4,166.67
16 458,130.00 6,623.75 500,000.00 4,166.66
195 0.00 225.00 48,000.00 1,250.00
Annex ID Tax at Closing Monthly Tax Constant/Escrow Insurance at Closing Monthly Insurance Constant/Escrow
- -------- -------------- --------------------------- -------------------- ---------------------------------
157 107 108 109 110
1 2,515,250.00 287,805.00 2,600,000.00 216,667.00
2 0.00 0.00 0.00 0.00
3 0.00 0.00 0.00 0.00
4 465,294.23 46,529.00 0.00 20,625.00
6 0.00 0.00 0.00 0.00
504,223.00 57,867.17 66,046.00 12,657.08
8 110,262.00 22,053 49,131.00 7,018.75
9 393,961.00 35,814.67 16,915.00 5,638.33
11 0.00 0.00 0.00 0.00
15 0.00 0.00 0.00 0.00
15.1 0.00 0.00 0.00 0.00
15.2 0.00 0.00 0.00 0.00
202,800.00 61,453.50 0.00 0.00
20 88,544.00 26,798.00 0.00 0.00
21 31,250.00 9,479.00 0.00 0.00
22 30,365.00 9,209.50 0.00 0.00
23 25,422.00 7,711.00 0.00 0.00
24 27,219.00 8,256.00 0.00 0.00
26 70,606.00 17,652.00 21,601.67 10,800.83
31 61,941.00 61,941.00 60,860.00 5,533.00
33 0.00 35,234.00 105,740.00 11,555.00
33.1 0.00 0.00 0.00 0.00
33.2 0.00 0.00 0.00 0.00
36 0.00 66,389.42 73,024.00 9,265.49
36.1 0.00 0.00 0.00 0.00
36.2 0.00 0.00 0.00 0.00
39 22,323.00 22,322.57 38,966.00 3,542.33
41 45,970.26 15,323.42 24,192.10 4,838.42
47 63,458.00 23,161.08 59,139.00 7,256.75
48 78,270.00 15,654.00 8,877.00 1,268.00
48.1 0.00 0.00 0.00 0.00
48.2 0.00 0.00 0.00 0.00
51 123,166.00 30,792.00 0.00 0.00
46,908.35 33,061.34 16,281.34 8,141.00
54 9,084.00 9,083.92 4,796.00 2,398.00
55 8,097.00 8,096.58 4,555.34 2,278.00
56 16,705.00 8,928.00 4,160.00 2,080.00
57 13,022.35 6,952.84 2,770.00 1,385.00
58 31,432.00 4,567.00 10,709.00 1,784.83
59 98,469.00 32,823.00 21,568.00 2,696.00
62 0.00 0.00 0.00 0.00
63 149,055.00 29,811.08 78,273.00 13,045.00
67 0.00 7,675.00 8,956.00 1,279.00
71 37,735.00 37,735.33 0.00 0.00
72 15,941.00 15,941.00 39,416.00 4,084.00
78 14,859.00 14,859.33 26,489.00 2,648.92
84 54,210.00 11,626.00 20,765.00 3,461.00
85 27,135.83 13,567.92 7,865.00 1,787.00
91 20,812.00 20,812.33 8,363.00 2,090.67
91.1 0.00 0.00 0.00 0.00
91.2 0.00 0.00 0.00 0.00
97 9,159.00 9,159.00 23,005.00 2,092.00
99 53,227.00 9,048.50 22,022.00 1,694.00
117 53,876.00 8,980.00 20,139.00 1,679.00
122 15,065.00 3,013.00 2,981.00 1,491.00
124 0.00 0.00 0.00 0.00
130 60,660.00 8,666.00 12,048.00 1,721.00
131 18,399.33 18,399.33 70,829.29 5,314.25
138 11,640.00 3,880.00 6,296.00 787.00
142 6,148.00 6,148.25 1,488.00 1,488.17
145 81,660.00 0.00 0.00 0.00
148 4,289.00 4,289.33 4,650.00 664.25
152 17,787.00 3,558.00 1,606.00 536.00
168 0.00 0.00 0.00 0.00
171 27,252.00 5,451.00 1,731.00 577.00
175 550.67 3,225.00 7,344.72 816.08
177 0.00 2,551.50 11,060.00 1,005.42
183 22,789.00 3,874.00 2,806.00 702.00
186 32,550.00 10,391.00 0.00 0.00
188 27,726.00 4,373.50 12,136.70 1,213.67
191 6,717.00 3,359.00 3,365.00 1,122.00
192 0.00 0.00 0.00 0.00
5 117,214.22 58,607.11 23,810.88 7,936.96
7 90,962.50 90,962.50 0.00 0.00
7.1
7.2
7.3
7.4
12 87,469.50 29,156.50 84,397.50 7,033.13
13 220,517.79 55,129.45 0.00 0.00
14 104,421.20 34,807.07 41,367.33 5,170.92
17 0.00 0.00 0.00 0.00
19 17,443.82 17,443.82 46,311.34 5,788.92
25 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
27 0.00 0.00 0.00 0.00
28 0.00 0.00 0.00 0.00
29 0.00 0.00 0.00 0.00
30 0.00 0.00 0.00 0.00
32 0.00 0.00 0.00 0.00
34 166,071.43 27,678.57 11,623.33 11,623.33
38 267,254.44 52,484.08 0.00 0.00
42 161,400.00 26,900.00 10,772.67 2,693.17
43 0.00 0.00 14,529.70 2,075.67
44 404,976.00 36,816.00 17,529.92 8,764.96
45 86,104.02 21,526.01 11,445.46 5,722.73
46 67,198.00 33,599.17 160,696.00 7,304.38
46.1
46.2
50 399,022.25 36,274.75 14,234.86 7,117.43
52 164,838.58 27,473.10 3,981.82 1,990.91
53 35,015.86 17,507.93 12,834.80 2,139.13
61 31,104.23 31,104.23 7,797.34 7,797.34
64 0.00 0.00 0.00 0.00
65 83,352.82 16,670.56 0.00 0.00
66 64,374.08 21,458.03 0.00 0.00
68 0.00 0.00 0.00 0.00
69 35,025.45 27,143.83 0.00 0.00
69.1 0.00
69.2 0.00
69.3 0.00
69.4 0.00
69.5 0.00
70 122,104.59 10,175.38 10,306.27 5,153.13
73 66,324.12 22,108.04 8,661.95 4,330.98
74 41,640.03 10,410.01 2,875.03 410.72
75 9,917.23 9,917.23 17,558.20 2,194.78
76 0.00 0.00 0.00 0.00
77 24,006.60 8,002.20 2,766.78 2,766.78
79 78,059.35 15,611.87 8,547.73 1,068.47
80 21,770.72 21,770.72 18,154.13 6,051.38
81 0.00 0.00 0.00 0.00
82 175,388.57 29,231.43 35,187.72 5,026.82
83 187,652.88 18,765.29 23,222.99 11,611.49
86 78,000.00 13,000.00 49,375.84 8,229.31
87 43,979.22 21,989.61 1,640.65 1,640.65
89 176,417.79 14,701.48 32,909.43 8,227.36
94 64,635.86 0.00 0.00 0.00
95 0.00 0.00 0.00 0.00
100 72,861.23 7,286.12 14,852.02 2,121.72
101 253,780.19 23,070.93 22,971.67 4,594.33
102 28,537.67 14,268.83 0.00 0.00
104 89,249.19 17,849.84 1,999.92 1,999.92
105 8,717.43 2,905.81 9,785.42 978.54
107 0.00 0.00 0.00 0.00
108 40,962.50 13,654.17 2,867.70 1,433.85
109 11,273.50 5,636.75 0.00 0.00
110 93,292.60 11,661.58 48,416.50 4,034.71
111 75,108.87 8,345.43 1,276.28 1,276.28
112 29,757.76 7,439.44 2,383.61 2,383.61
113 8,031.23 8,031.23 13,473.08 1,924.73
114 51,944.62 6,493.08 9,187.20 1,020.80
114.1
114.2
115 0.00 0.00 0.00 0.00
120 20,615.71 6,871.90 0.00 0.00
119 0.00 10,778.60 28,218.53 14,109.27
118 0.00 5,987.23 2,459.51 2,459.51
123 0.00 0.00 0.00 0.00
125 17,934.71 5,978.24 29,009.75 2,900.98
126 0.00 0.00 0.00 0.00
127 9,934.18 9,934.18 7,834.93 979.37
128 31,846.01 31,846.01 12,483.17 2,496.63
133 27,353.29 9,117.76 907.04 907.04
134 5,303.61 5,303.61 3,182.99 1,591.50
135 0.00 0.00 572.75 286.38
136 0.00 0.00 0.00 0.00
137 0.00 0.00 0.00 0.00
139 6,508.19 6,508.19 54,099.10 4,508.26
141 108,249.22 10,824.92 0.00 0.00
143 28,000.00 9,333.33 4,027.65 1,342.55
144 0.00 0.00 340.97 179.49
147 38,227.74 9,556.94 20,482.00 2,560.25
149 0.00 0.00 0.00 0.00
150 12,839.38 3,209.84 11,326.61 1,029.69
153 36,000.00 7,200.00 559.17 279.58
154 10,176.82 2,544.21 0.00 0.00
155 0.00 0.00 0.00 0.00
157 0.00 5,184.08 2,788.32 1,394.16
158 2,896.18 2,896.18 7,599.81 690.89
160 15,782.74 5,260.91 0.00 0.00
161 0.00 10,139.83 99,090.93 9,008.27
162 21,956.13 5,489.03 0.00 0.00
163 6,212.02 6,212.02 0.00 0.00
164 7,236.85 1,809.21 0.00 0.00
166 2,822.83 2,822.83 2,989.55 996.52
167 58,621.39 5,862.14 0.00 0.00
169 0.00 0.00 0.00 0.00
170 52,907.40 5,290.74 0.00 0.00
172 5,629.46 2,814.73 2,070.57 517.64
173 0.00 0.00 0.00 0.00
174 0.00 0.00 0.00 0.00
178 28,481.96 4,068.85 654.78 654.78
179 40,378.64 3,364.89 405.08 405.08
180 0.00 3,306.28 2,262.52 2,262.52
181 67,228.70 11,204.78 2,340.43 585.11
184 4,232.25 4,232.25 366.67 366.67
185 0.00 0.00 0.00 0.00
189 7,908.30 3,954.15 4,199.25 2,099.63
197 10,233.50 2,558.37 0.00 0.00
196 2,838.17 2,322.67
187 17,795.00 3,559.03 3,875.00 645.83
49 75,106.25 25,035.42 6,100.67 1,525.17
156 33,416.67 8,354.17 0.00
37 16,886.33 3,552.33
129 14,738.00 14,738.46 0.00
165 35,437.49 8,859.37 18,242.33 4,560.58
96 64,850.00 0.00 12,030.00 2,050.00
98 133,000.00 0.00 12,030.00 0.00
35 0.00 0.00
121 50,672.00 0.00 20,063.00 0.00
18 743,162.00 67,560.18 28,229.50 9,409.83
10 405,208.61 81,041.69 78,678.84 0.00
106 37,900.00 12,633.33 15,200.00 0.00
190 8,284.39 8,284.39 9,797.09 1,959.42
40 89,045.84 44,522.92 50,962.90 8,493.82
159 12,543.64 2,508.73 2,878.75 2,878.75
146 17,782.21 6,444.22 2,324.00 774.67
116 9,449.17 9,449.17 15,680.17 1,206.17
140 32,744.00 5,457.33 5,645.00 1,411.33
193 27,650.00 3,950.00 0.00
93 41,402.82 10,705.35 3,872.33 968.08
132 39,325.00 6,554.17 4,730.25 718.75
60 50,516.67 50,516.67 38,034.67 9,508.67
182 19,141.50 6,380.50 10,812.66 1,351.58
103 11,352.08 11,352.08 3,946.00 1,315.33
92 59,425.00 0.00 11,045.00 0.00
90 47,812.50 0.00 8,044.00 0.00
194 31,582.67 7,895.67 0.00
176 5,385.58 5,385.58 0.00
151 44,828.84 11,207.21 0.00
88 83,333.33 20,833.33 44,129.67 11,360.00
16 461,679.17 65,954.17 0.00
195 10,729.16 2,145.83 4,685.00 390.42
Annex ID Engineering Reserve taken at Closing Other Reserve
- -------- ------------------------------------ -------------
157 111 112
1 6,516,000.00 0.00
2 0.00 0.00
3 0.00 0.00
4 0.00 0.00
6 0.00 9,605,470.00
0.00 0.00
8 0.00 0.00
9 0.00 0.00
11 0.00 0.00
15 0.00 0.00
15.1 0.00 0.00
15.2 0.00 0.00
0.00 0.00
20 0.00 0.00
21 0.00 0.00
22 0.00 0.00
23 0.00 0.00
24 0.00 0.00
26 0.00 0.00
31 37,250.00 0.00
33 23,006.00 0.00
33.1 0.00 0.00
33.2 0.00 0.00
36 0.00 0.00
36.1 0.00 0.00
36.2 0.00 0.00
39 0.00 0.00
41 29,913.00 1,300,000.00
47 4,531.00 0.00
48 6,563.00 0.00
48.1 0.00 0.00
48.2 0.00 0.00
51 6,250.00 255,000.00
102,875.00 1,820,000.00
54 0.00 460,000.00
55 6,250.00 570,000.00
56 46,125.00 530,000.00
57 50,500.00 260,000.00
58 0.00 3,450,000.00
59 0.00 0.00
62 0.00 0.00
63 0.00 0.00
67 0.00 2,215,642.00
71 0.00 0.00
72 164,173.00 0.00
78 0.00 0.00
84 0.00 0.00
85 0.00 0.00
91 0.00 0.00
91.1 0.00 0.00
91.2 0.00 0.00
97 0.00 0.00
99 0.00 0.00
117 14,750.00 0.00
122 21,056.00 133,312.73
124 0.00 0.00
130 0.00 0.00
131 0.00 44,650.00
138 0.00 0.00
142 0.00 0.00
145 0.00 6,000.00
148 0.00 25,000.00
152 0.00 0.00
168 23,863.00 0.00
171 0.00 0.00
175 0.00 0.00
177 3,750.00 0.00
183 0.00 0.00
186 7,500.00 0.00
188 0.00 0.00
191 0.00 62,500.00
192 1,875.00 0.00
5 0.00
7 649,185.00 1,162,012.98
7.1
7.2
7.3
7.4
12 0.00 686,622.56
13 0.00 45,000.00
14 0.00 2,446,968.99
17 0.00
19 0.00 1,690,710.00
25 0.00 3,000,000.00
0.00
27 0.00
28 0.00
29 0.00
30 0.00
32 0.00 164,328.00
34 0.00 800,000.00
38 0.00
42 0.00 2,510,736.00
43 0.00
44 0.00
45 0.00
46 2,236.00
46.1
46.2
50 32,937.50 100,212.55
52 0.00
53 3,750.00 150,503.00
61 0.00 200,000.00
64 0.00 635,171.80
65 0.00 676,782.00
66 0.00 278,803.50
68 0.00
69 346,918.00 627,446.00
69.1
69.2
69.3
69.4
69.5
70 0.00
73 0.00
74 0.00
75 563.00
76 0.00
77 0.00 25,000.00
79 0.00
80 48,438.00
81 0.00
82 3,750.00
83 0.00 900,000.00
86 0.00 592,584.83
87 15,795.00
89 221,250.00
94 250,000.00 1,300,000.00
95 0.00 55,000.00
100 0.00
101 69,081.25
102 0.00
104 0.00
105 0.00 2,090,000.00
107 0.00
108 0.00 865,000.00
109 5,000.00
110 18,636.00
111 0.00
112 100,000.00 44,472.11
113 0.00
114 5,625.00 82,500.00
114.1
114.2
115 0.00 605,250.00
120 0.00
119 0.00 904,365.00
118 5,000.00 4,000.00
123 14,062.50
125 0.00
126 0.00
127 0.00
128 104,875.00
133 0.00 166,187.00
134 37,650.00
135 0.00
136 0.00
137 0.00 72,482.63
139 0.00
141 0.00
143 0.00
144 0.00
147 0.00
149 0.00
150 93,562.50
153 0.00 247,625.00
154 0.00
155 0.00
157 7,312.50
158 130,237.00 11,310.00
160 0.00 192,923.82
161 0.00 36,000.00
162 0.00
163 0.00 75,000.00
164 0.00
166 0.00 267,659.00
167 609,412.00
169 0.00
170 367,480.00
172 0.00
173 0.00
174 0.00 5,000.00
178 0.00 571,000.00
179 1,563.00 10,000.00
180 0.00
181 0.00
184 0.00 125,226.88
185 0.00
189 1,500.00
197 0.00
196 0.00 0.00
187 0.00 0.00
49 0.00 587,377.00
156 0.00 0.00
37 0.00 0.00
129 0.00 0.00
165 0.00 0.00
96 0.00 0.00
98 0.00 0.00
35 0.00 0.00
121 0.00 0.00
18 500,000.00 750,000.00
10 0.00 31,180.80
106 0.00 500.00
190 0.00 0.00
40 400,000.00 0.00
159 16,375.00 0.00
146 0.00 100,000.00
116 0.00 136,500.00
140 0.00 10,000.00
193 0.00 0.00
93 0.00 20,000.00
132 0.00 0.00
60 0.00 250,000.00
182 124,850.00 0.00
103 0.00 0.00
92 0.00 0.00
90 0.00 0.00
194 0.00 0.00
176 0.00 0.00
151 0.00 0.00
88 0.00 0.00
16 1,541,870.00 0.00
195 0.00
Annex ID Description Other Reserve
- -------- -----------------------------------------------------------------------------------------------
157 113
1
2
3
4
6 Required Income TI/LC Reserve (6,665,470); Co-tenancy Reserve (2,940,000)
8
9
11
15
15.1
15.2
20
21
22
23
24
26
31
33
33.1
33.2
36
36.1
36.2
39
41 Holdback Reserve
47
48
48.1
48.2
51 Annie Sez Termination Reserve
Rehab Reserve
54 Rehab Reserve
55 Rehab Reserve
56 Rehab Reserve
57 Rehab Reserve
58 Holdback Reserve
59
62
63
67 Holdback Reserve ($2,150,000); Da Yuan Enterprises Reserve ($49,410);
CitiFinancial Reserve ($11,440); Kevah Juice Reserve ($4,792)
71
72
78
84
85
91
91.1
91.2
97
99
117
122 Wilmington Piano Reserve (100,000); TH Liquor Replacement Reserves (33,313).
124
130
131 Seasonal Reserve
138
142
145 Free Rent Reserve
148 CO Reserve
152
168
171
175
177
183
186
188
191 Occupancy Reserve
192
5
7 New World Pasta LOC ($1,000,000), Tenant Holdback Funds ($162,012.98)
7.1
7.2
7.3
7.4
12 Free Rent & TI Reserve
13 CSC Rent Abatement Reserve
14 Shire Space Releasing Reserve / Debt Service Holdback Reserve ($2,000,000),
Rent Abatement Reserve ($446,969)
17
19 Amex Lease Reserve
25 Conexant Security Deposit LOC
27
28
29
30
32 Elevator Modernization Reserve
34 Renovation Reserve
38
42 DSCR Reserve Holdback (2,336,035), Gap Rent Deposit (174,701)
43
44
45
46
46.1
46.2
50 Wonko's and Wells Fargo Prepaid Rent Reserve
52
53 TI Holdback Reserve
61 Seasonality Reserve (LOC)
64 Holdback Reserve ($600,000), Wells Fargo and Banker's Bank TI/LC Holdback Reserve ($35,171.80)
65 Partial Release Parcel Reserve ($90,000), Ross Gap Rent Holdback Reserve ($120,416)
and Jo-Ann's TI Holdback Reserve ($466,366)
66 Tenant Holdback Reserve ($272,246), Gap Rent Holdback Reserve ($6,557.50)
68
69 Upgrade Reserve
69.1
69.2
69.3
69.4
69.5
70
73
74
75
76
77 Post Closing TI Holdback
79
80
81
82
83 DSCR Holdback Reserve
86 Post Closing TI Holdback Reserve ($525,268.75), Gap Rent Holdback Reserve ($65,982.63)
and Debt Service Payment Holdback Reserve ($1,333.45)
87
89
94 Debt Service Holdback Reserve (LOC)
95 Pretium TI Holdback Reserve
100
101
102
104
105 DSCR Holdback Reserve (LOC)
107
108 Murphy Lease Deposit ($355,000), Murphy & SVBP West TI Reserve ($510,000)
109
110
111
112 Gap Rent Holdback
113
114 Master Lease Reserve
114.1
114.2
115 Gap Rent Deposit ($262,000) and TI/LC Deposit ($343,250)
120
119 Renovation Reserve
118 Wraps and Things TI Holdback Reserve
123
125
126
127
128
133 Unopened Tenants Gap Rent Holdback Reserve ($111,201), Gap Rent Holdback Reserve ($54,986 )
134
135
136
137 Best Buy Rent Reserve
139
141
143
144
147
149
150
153 Dippin Dots/ Rick's Carpet Occupancy Reserve ($207,000); Gap Rent Holdback Reserve ($40,625.00)
154
155
157
158 Payless Holdback Reserve
160 Seasonality Reserve
161 Seasonality Reserve
162
163 Roma Tenant Reserve
164
166 Holdback Reserve ($225,000), DWR Gap Rent Reserve ($41,195), Urchin Gap Rent Reserve ($1,464)
167
169
170
172
173
174 Walgreens Reserve
178 Ground Rent Reserve ($350,000), DSCR Holdback Reserve ($121,000),
The Gap Unfunded TI Reserve ($100,000)
179 Lease Escrow ($5,000), Post Closing Obligation Reserve ($5,000)
180
181
184 Desert Sun Free Rent Holdback Reserve ($19,953.32) and Holdback Reserve ($105,273.56)
185
189
197
196
187
49 Certificate of Occupancy & Tenant Allowance
156
37
129
165
96
98
35
121
18 Operating Deficit Reserve
10 Outstanding Issues Escrow
106 Environmental Remediation Reserve
190
40
159
146 Certificate of Occupancy
116 Buildout of the ADI Suite
140 Outstanding Issues Escrow
193
93 Outstanding Issue: Final C of O
132
60 Cash Management Agreement
182
103
92
90
194
176
151
88
16
195
Annex ID Borrower
- -------- ---------------------------------------------------------------------------------------------------------------
157 114
1 Parkmerced Investors Properties, LLC and W12/14 Wall Acquisition Associates LLC
2 Macerich Valley View Limited Partnership
3 Suntrust Center Owner, L.L.C.
4 HEI Philadelphia LLC
6 Woodbury Lakes Retail, LLC
Various
8 Empirian at Steele Park, LLC; Bush Realty at Steele Park, LLC
9 Empirian Colonnade, LLC; Bush Realty Colonnade, LLC
11 Maguire Properties - Stadium Gateway, LP
15 SRI Seven Marina LLC
15.1 SRI Seven Marina LLC
15.2 SRI Seven Marina LLC
Various
20 Windsor at Century Center 1620 LLC, Windsor at Century Center 1640 LLC, Windsor at Century Center 1680 LLC
21 Windsor at Century Center 1610 LLC
22 Windsor at Century Center 1670 LLC
23 Windsor at Century Center 1600 LLC
24 Windsor at Century Center 1590 LLC
26 Core Seven Bar H, LLC
31 Eastfield Associates, LLC
33 Mission Nashville, LLC, et al
33.1 Mission Nashville, LLC, et al
33.2 Mission Nashville, LLC, et al
36 Mission NE Dallas, LLC, et al
36.1 Mission NE Dallas, LLC, et al
36.2 Mission NE Dallas, LLC, et al
39 BNP/Abbington, LLC
41 Indian Lakes Funding, L.L.C.
47 Mission Galleria, LLC, et al
48 Old Alabama, LLC and Old Alabama Phase II, LLC
48.1 Old Alabama, LLC and Old Alabama Phase II, LLC
48.2 Old Alabama, LLC and Old Alabama Phase II, LLC
51 Treeco/Elwood Limited Partnership
Various
54 WREP Magnolia Run LLC
55 WREP Breckinridge LLC
56 WREP Country Club LLC
57 WREP Willow Pointe LLC
58 Yorba Hawthorne, LLC; Ironwood Hawthorne, LLC
59 Grunberg 928 LLC
62 Coppell Associates
63 Alhambra Center International, Ltd.
67 Galleria Pavilion, LLC
71 Trylons 42, L.L.C.
72 BNP/Wood's Edge, LLC
78 Ashford SPE, LLC
84 Centennial Partners, LTD
85 B&R 5160 Parkstone Owner, LLC
91 GL Dallas Holdings, L.P.
91.1 GL Dallas Holdings, L.P.
91.2 GL Dallas Holdings, L.P.
97 BNP/Savannah, LLC
99 Makar VDV, LLC
117 Woodstock Apartments, LLC
122 Millers Tally Ho, LLC
124 Billerica Road LLC
130 Waterford Place Apartments III, LLC
131 Everest CP Phoenix LLC
138 Aquia Terrace II Borrrower, LLC
142 Trafalgar Square 2, LLC
145 Adlor B Realty Associates, LLC
148 R&F 425 Fifth Avenue Retail, LLC
152 Beacon Hill Lake City, L.L.C.
168 Milestone Beaver Creek, LLC
171 Covered Wagon LLC
175 Rampart PHD LLC
177 Century Square, LLC
183 1705, LLC
186 Tara Close Apartments Corp.
188 Napa Lincoln Gardens, LLC
191 Disraeli Tennessee, L.L.C.
192 3165 Owners Corp.
5 Rock Pointe Holdings LLC
7 Corporate Gateway LP
7.1
7.2
7.3
7.4
12 Woodcrest Road Urban Renewal, LLC, a New Jersey limited liability company and
Woodcrest Road Associates, L.P., a Pennsylvania limited partnership
13 Fremont Riverview, LLC
14 1801 Research LLC
17 Ansonia Commercial LLC
19 Canyon Corporate Plaza Properties, LLC
25 NAEH Scranton Road, LLC
27 Silverdale-Auburn LLC, JF Schechter-Auburn, LLC, BL Schechter-Auburn, LLC,
MB Schechter-Auburn, LLC, S & J Pivo-Auburn, LLC and A & V Pivo-Auburn, LLC
28 Silverdale-Vancouver, LLC, JF Schechter-Vancouver, LLC, BL Schechter-Vancouver, LLC,
MB Schechter-Vancouver, LLC, S & J Pivo-Vancouver, LLC and A & V Pivo-Vancouver, LLC
29 Silverdale-Tukwila, LLC, JF Schechter-Tukwila, LLC, BL Schechter-Tukwila, LLC,
MB Schechter-Tukwila, LLC, S & J Pivo-Tukwila, LLC and A & V Pivo-Tukwila, LLC
30 Silverdale-Roseburg, LLC, JF Schechter-Roseburg, LLC, BL Schechter-Roseburg, LLC,
MB Schechter-Roseburg, LLC, S & J Pivo-Roseburg, LLC and A & V Pivo-Roseburg, LLC
32 CF Clayton Office II, L.P
34 Willowbrook TIC 1, LLC (up to 35 TICs)
38 Alpine Improvements, LLC
42 Plaza De San Jose, LLC
43 Maria Associates
44 University Heights -- Tallahassee Investors, LLC, University Heights -- Tallahassee TIC 1,
LLC through University Heights -- Tallahassee TIC 28, LLC
45 Cottonwood Tramore H, LLC, Cottonwood Tramore S, LLC, Cottonwood Tramore 1, LLC,
Cottonwood Tramore 2, LLC, Cottonwood Tramore 3, LLC, Cottonwood Tramore 4, LLC,
Cottonwood Tramore 5, LLC, Cottonwood Tramore 6, LLC, Cottonwood Tramore 7, LLC,
Cottonwood Tramore 8, LLC, Cottonwood Tramore 9, LLC, Cottonwood Tramore 10, LLC,
Cottonwood Tramore 11, LLC, Cottonwood Tramore 12, LLC, Cottonwood Tramore 13, LLC,
Cottonwood Tramore 14, LLC, Cottonwood Tramore 16, LLC, Cottonwood Tramore 17, LLC,
Cottonwood Tramore 18, LLC, Cottonwood Tramore 20, LLC, Cottonwood Tramore 21, LLC,
Cottonwood Tramore 22, LLC, Cottonwood Tramore 23, LLC, Cottonwood Tramore 24, LLC,
Cottonwood Tramore 25, LLC, Cottonwood Tramore 27, LLC
46 TICs: Cabot Trafalgar/Avion 1 LLC, through Cabot Trafalgar/Avion 35 LLC (35 TICs in total; TICs are sequential)
46.1
46.2
50 Federal Wholesale Toy Co. Limited Partnership
52 WellPointe Medical Properties, LLC
53 SPI One Town Center, LLC and One Town Center TIC I, LLC through One Town Center TIC XXXIV, LLC (35 Borrowers)
61 SA Topanga, L.P.
64 CF Charlotte Office, L.P.
65 Buena Park Promenade, LLC, And Foothill Rancho, LLC
66 2 Trap Falls, LLC
68 Spirit SPE Columbia, LLC
69 SPPR-HOTELS, LLC
69.1
69.2
69.3
69.4
69.5
70 Blue Sphere Deerfield Plaza Ltd.
73 South Duff TIC 1, L.L.C., South Duff TIC 2, L.L.C., South Duff TIC 3, L.L.C., South Duff TIC 4, L.L.C.,
South Duff TIC 5, L.L.C., South Duff TIC 6, L.L.C., ~South Duff TIC 7, L.L.C., South Duff TIC 8, L.L.C.,
South Duff TIC 10, L.L.C., South Duff TIC 12, L.L.C., South Duff TIC 13, L.L.C., South Duff TIC 14, L.L.C.,
~South Duff TIC 15, L.L.C., South Duff TIC 16, L.L.C., South Duff TIC 17, L.L.C., South Duff TIC 18, L.L.C.,
South Duff TIC 19, L.L.C., South Duff TIC 20, L.L.C., South Duff TIC 21, L.L.C., South Duff TIC 22, L.L.C.,
South Duff TIC 23, L.L.C., South Duff TIC 24, L.L.C., South Duff TIC 25, L.L.C.~
74 21 Astor Partners, LLC
75 Colonial Square Associates, LLC
76 Aston Center, LLC
77 Direct Invest -- 5 Omni Way, L.L.C. and Direct Invest -- 5 Omni Way 1, L.L.C. through
Direct Invest -- 5 Omni Way 18, L.L.C. (except no TIC 10)
79 College Square Funding, LLC
80 Ling Links, LLC
81 RAMCO ILLINOIS, INC., an Illinois corporation dba in California as Illinois Ramco, Inc.
82 Fountain Square of New Berlin Limited Partnership
83 COTTONWOOD NORTHWEST CORNERS H, LP, and COTTONWOOD NORTHWEST CORNERS S, LP
86 El Clair, Ltd.
87 WA Sunwest Acquisitions, LLC
89 Bradenton Associates, a Florida general partnership
94 Birnam Wood Partners, L.P.
95 CF Clayton Office, L.P.
100 Collier Village Oaks, L.L.C.
101 Fossil Properties I Limited Partnership
102 Pugsly of Pennsylvania Associates, L.P.
104 Harry Hotels Corp
105 New Albany Medical Center, LLC
107 RLV Village Plaza LP, a Delaware limited partnership
108 ECPA, LLC
109 Newport Associates 2, LLC
110 SIC/Leed Civic Plaza, LLC
111 1033 Third Street, LLC
112 Direct Invest -- Brookfield Commons, LLC, Direct Invest -- Brookfield Commons 1, LLC
and Direct Invest -- Brookfield Commons 2, LLC
113 Wabash Valley Plaza, LLC
114 Garand Lane Associates, LLC
114.1
114.2
115 Route 111 Windham LLC
120 HPD Associates One, LLC
119 Aku Tiki, Ltd.
118 GEMINI LEWISVILLE COMMONS H, LLC, a Delaware limited liability company and
GEMINI LEWISVILLE COMMONS 1, LLC, GEMINI LEWISVILLE COMMONS 2, LLC,COMMONS S, LLC
GEMINI LEWISVILLE COMMONS 3, LLC, GEMINI LEWISVILLE COMMONS 4, LLC, GEMINI LEWISVILLE
COMMONS 5, LLC, GEMINI LEWISVILLE COMMONS 6, LLC, GEMINI LEWISVILLE COMMONS 8, LLC,
GEMINI LEWISVILLE COMMONS 9, LLC, GEMINI LEWISVILLE COMMONS 10, LLC, and GEMINI LEWISVILLE
123 Capital Foresight Spectrum, LLC
125 Lewis Manor Apartments
126 Littleton Southern Properties, L.L.C.
127 CEA Bromfield LLC
128 New Roulet Limited Partnership
133 Main Street Corona, LLC
134 Hillcrest Equities LLC, Clinton Hillcrest Equities LLC, CH Hillrest Equities LLC and
Gordon Hillcrest Equities LLC
135 BPP-NY LLC
136 Sycamore Lake Zurich LP, A Delaware Limited Partnership
137 Wexford Investors LLC
139 Hunterdon Plaza Associates, LLC
141 West Park Retail, LLC
143 Heritage Square, LLC
144 BPP-VA LLC
147 Thorn Run developement Co.
149 Castleton Investors, LLC
150 3333 Brea Partners, LLC, a California limited liability company
153 Hoke Plaza, LLC
154 Gateway Hospitality RU, LLC
155 BP Philly, LLC
157 Whittier Plaza, LLC
158 Heritage Square Properties LLC
160 Gateway VII, L.L.C.
161 Bahama House, LLC
162 Gateway XV, L.P.
163 510 Ocean Drive LLC
164 Gateway Hospitality Staunton, LLC
166 1920 Oxford, LLC
167 Charleston Arms Investors, LLC and Charleston Arms 1031, LLC
169 Bookjacket, LLC
170 Spanish Oaks Investors, LLC and Spanish Oaks 1031, LLC
172 Hillside Terrace Shopping Center LLC
173 RS Tell City LLC
174 Durham Drug LLC
178 Battenkill Plaza LLC and Deimos Associates LLC
179 Gwinnett Point SC, LLC
180 Grove Street Plaza LLC
181 215 West Lake Investors, LLC
184 Joseph S. Mezistrano Fife Property LLC, And Stanley L. Sidell Fife Property LLC
185 Summit Development Grocery, LLC
189 Berryhill Associates
197 Gateway IX L.L.C.
196 Hagerstown Robinwood Senior Associates LLC
187 The Lakes Apartment Property, LLC
49 Madison Office Associates LLC
156 Alameda Properties - Kruse Woods, L.L.C.
37 Canyon Gateway, LLC
129 Storage Assets, L.L.C.
165 37 FairInn Tucson, LLC
96 Dellisart-Lincolnshire LLC
98 Dellisart-Glenview LLC
35 Warren Tank Development Associates,L.L.C.
121 East Orange Limited Partnership
18 MBS-Lodge at Stone Oak, Ltd.
10 USA Sunset Media, LLC 2 et al as tenants in common
106 Dulles South Hospitality LLC
190 Autumn Ridge INREIT, LLC
40 USA Heritage at Lakeside 1, LLC, et al as tenants in common
159 Ivy Hall L.L.C.
146 South El Monte Venture II L.P.
116 ARI-Eastgate Business Park, LLC
140 L&R Habersham Shopping Center LLC
193 Timber Glen II, LTD
93 Centrelake Corporate Center II LLC
132 Apollo 18, LLC & Apollo 19 LLC
60 USA Walnut Hill, LLC; USA Walnut Hill 1-8,10-14,16-18,20-21
182 Arrowhead Associates, LLC
103 Auburn Ridge Office, L.L.C.
92 Corporex Hotels Investment Corp
90 Circleport CY, LLC
194 Storage Assets, L.L.C.
176 Storage Assets, L.L.C.
151 North Brunswick Storage, L.L.C.
88 Colony Crossing SDM, LLC
16 Shane University, LLC, NMC Stratford, LLC, Shane Stratford, LLC, and Chino Stratford, LLC
195 Le National Investments, LLC & Vu National Investments, LLC
Annex ID Related Principal
- -------- -----------------------------------------------------------------
157 115
1 No
2 No
3 No
4 No
6 No
Yes - Beyman
8 Yes - Beyman
9 Yes - Beyman
11 No
15 No
15.1 No
15.2 No
Yes - Century Ctr
20 Yes - Century Ctr
21 Yes - Century Ctr
22 Yes - Century Ctr
23 Yes - Century Ctr
24 Yes - Century Ctr
26 No
31 No
33 Yes - Mission
33.1 Yes - Mission
33.2 Yes - Mission
36 Yes - Mission
36.1 Yes - Mission
36.2 Yes - Mission
39 Yes - BNP
41 No
47 Yes - Mission
48 Yes - Shimm
48.1 Yes - Shimm
48.2 Yes - Shimm
51 No
Yes - Wilkinson
54 Yes - Wilkinson
55 Yes - Wilkinson
56 Yes - Wilkinson
57 Yes - Wilkinson
58 No
59 No
62 No
63 No
67 No
71 No
72 Yes - BNP
78 No
84 Yes - Shimm
85 No
91 No
91.1 No
91.2 No
97 Yes - BNP
99 No
117 No
122 No
124 No
130 No
131 No
138 No
142 No
145 No
148 No
152 No
168 No
171 No
175 No
177 No
183 No
186 No
188 No
191 No
192 No
5
7
7.1
7.2
7.3
7.4
12
13
14
17 Yes (R3)
19
25
Yes (R6)
27 Yes (R6)
28 Yes (R6)
29 Yes (R6)
30 Yes (R6)
32 Yes (R1)
34 Yes (R4)
38
42
43
44
45 Yes (R5)
46
46.1
46.2
50
52 No
53
61
64 Yes (R1)
65
66
68
69
69.1
69.2
69.3
69.4
69.5
70
73 Yes (R4)
74
75
76
77 Yes (R9)
79
80
81
82
83 Yes (R5)
86 No
87
89
94
95 Yes (R1)
100
101
102
104
105
107
108
109
110
111
112 Yes (R9)
113 Yes (R13)
114
114.1
114.2
115
120 No
119 Yes (R12)
118
123
125 Yes (R15)
126
127
128
133
134
135 Yes (R7)
136
137 Yes (R14)
139
141
143
144 Yes (R7)
147
149 Yes (R14)
150
153
154 Yes (R8)
155
157
158
160 Yes (R8)
161 Yes (R12)
162 Yes (R8)
163
164 Yes (R8)
166
167 Yes (R16)
169
170 Yes (R16)
172 Yes (R13)
173
174
178 Yes (R3)
179
180
181
184
185
189 Yes (R15)
197 Yes (R8)
196
187
49 Douglas M. Etkin, James A. Ketai
156
37
129 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
165
96 Douglas E. Artusio
98 Douglas E. Artusio
35
121
18 Michael B. Smuck
10 CB Richard Ellis Investors/U.S. Advisor, LLC
106
190
40 CB Richard Ellis Investors/U.S. Advisor, LLC; Michael B. Smuck
159
146
116
140
193
93
132
60 CB Richard Ellis Investors/U.S. Advisor, LLC
182
103 Douglas M. Etkin, James A. Ketai
92 Corporex Realty & Investment, LLC
90 Corporex Realty & Investment, LLC
194 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
176 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
151 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
88
16
195
Annex ID Sponsor
- -------- ----------------------------------------------------------------------------------------------------------------------
157 116
1 Stellar Management and Rockpoint Group, L.L.C.
2 The Macerich Company
3 EOP Operating Limited Partnership and Macquarie Office Trust
4 HEI Hospitality Fund, L.P.
6 Cornerstone Real Estate Advisors LLC
Ezra Beyman; Sam Weiss
8 Ezra Beyman; Sam Weiss
9 Ezra Beyman; Sam Weiss
11 Maguire Properties, Inc. and Macquarie Office Trust
15 Shorenstein Realty Investors Seven, LP
15.1 Shorenstein Realty Investors Seven, LP
15.2 Shorenstein Realty Investors Seven, LP
Windsor Investment Company, Inc.
20 Windsor Investment Company, Inc.
21 Windsor Investment Company, Inc.
22 Windsor Investment Company, Inc.
23 Windsor Investment Company, Inc.
24 Windsor Investment Company, Inc.
26 Charlene K. Getz, Robert L. Keen, John Radtke, Irwin Salin, David E. Madje and Patricia Ann Madje, John Saunders
31 L. Robert Lieb, Michael Sleeve
33 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC
33.1 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC
33.2 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC
36 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP
36.1 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP
36.2 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP
39 BNP Residential Properties, Inc.
41 Indian Lakes Management III, LLC
47 Mission Residential, LLC
48 Kenneth L. Shimm
48.1 Kenneth L. Shimm
48.2 Kenneth L. Shimm
51 Nathan Shmalo; Frederick S. Fish
Wilkinson Group, Inc., CGR Realty Investors LLC
54 Wilkinson Group, Inc., CGR Realty Investors LLC
55 Wilkinson Group, Inc., CGR Realty Investors LLC
56 Wilkinson Group, Inc., CGR Realty Investors LLC
57 Wilkinson Group, Inc., CGR Realty Investors LLC
58 Mark Frost; Jess Frost
59 Michael Grunberg and Fanny Grunberg
62 Brandywine Operating Partnership, LP / International Business Machines Corporation
63 Stephen A. Blumenthal; Carlos Lopez-Cantera
67 Leslie Dunn; Stephen A. Kollins
71 Trylons 42, L.L.C. c/o Tishman Speyer Properties, L.P.
72 BNP Residential Properties, Inc.
78 David F. Couch; Robert C. Collett; Charlie J. Dulin, Jr.; George Cornelson
84 Kenneth L. Shimm
85 Bresler & Reiner, Inc.
91 Gunther Lehmann
91.1 Gunther Lehmann
91.2 Gunther Lehmann
97 BNP Residential Properties, Inc.
99 Paul Makarechian
117 Lawrence S. Connor
122 Andrew L. Miller
124 Billerica Road, LLC
130 Thomas F. Taft
131 C. Joseph Blackbourn
138 H.J. Howard
142 Tucker Farms, Inc.; Ralph C Tucker, Jr.
145 David Bawabeh
148 Aby Rosen & Michael Fuchs
152 David M. Dufenhorst
168 Elaine G. Milestone
171 Craig Burrows and Juliana Burrows
175 Philip H. Davis
177 Iraj Shamtoubi
183 Michael J. Sidley
186 Tara Close Apartments Corp.
188 Robert M. Gibbs
191 D. Scott McLain; Naranjana Patel; Terrell A. Miller; Geraldine P. McLain
192 3165 Owners Corp.
5 Hyun J. Um, Rock Pointe Properties LLC
7 Corporate Office Properties, L.P.
7.1
7.2
7.3
7.4
12 Behringer Harvard REIT I, Inc.
13 Jonathan Keller
14 Jerold E. Williamson, Frank W. Mondell, Jr.
17 Herbert Krasnow, Harvey Schussler, Jesse Krasnow
19 Saturn Property Investments, Northridge Capital, LLC
25 General Electric Capital Corporation
Ruben Poplawski
27 Ruben Poplawski
28 Ruben Poplawski
29 Ruben Poplawski
30 Ruben Poplawski
32 Lionstone Partners, Ltd. (*but not a guarantor)
34 Russell Wilkinson and each TIC (Partition and Bankruptcy)
38 Adam Ifshin (is not individually a guarantor, but is a principal of Borrower)
42 Carveouts to Bradley N. Blake, Carveouts to L. Gerald Hunt, NAP
43 Alfonso A. Costa
44 Luke W. McCarthy, Michael W. Palmer, NAP
45 Chad Christensen
46 Carlton P. Cabot & Cabot Trafalgar/Avion Leasco LLC, a Delaware limited liability company
& individual TIC sponsors for each TIC borrower
46.1
46.2
50 The William Benstein QTIP Trust, RBC Miller Brothers Trust
52 Joel Buchanan
53 Joseph A. Sutton, Jr., Robert I. Scheer
61 Ronald Gray, Claudine Gray
64 Oregon Public Employees Retirement Fund, NAP, NAP
65 Michael H. Mugel
66 Robert D. Scinto
68 Spirit Finance Corporation, a Maryland corporation
69 Supertel Hospitality, Inc.
69.1
69.2
69.3
69.4
69.5
70 Tom Delahanty, Jacob Blatt, Dan Shapira
73 Russell Wilkinson
74 James Haddad, Jeffery Gindi, Raymond Gindi
75 Thomas G. Kappler, Jeffrey H. Berman
76 Mark G. Caldwell
77 Direct Invest, L.L.C.
79 R. Dixon H. Harvey Jr.
80 Richard A. Hayden, Yee Ling Hayden
81 Sunil Bhojwani, Ramesh Bhojwani
82 Thomas J. Thomson
83 Chad Christensen
86 Ronald Turner
87 James M. Clark
89 Samuel Feinerman, The Lembo Family Trust Dated April 19, 1990
94 Myles D. Sampson, RIMCO Properties, Inc.
95 Oregon Public Employees Retirement Fund, NAP, NAP
100 Charles R. Collier
101 Hall Phoenix / Inwood, Ltd., Hall Financial Group, Ltd.
102 Clifford H. Sutherland, Dan L. Shearer, III, Steven B. Soloman
104 Jeffery S. Novick
105 Timothy P. Nagy, Adolph V. Lombardi, MD and Gerald M. Rosenberg, MD
107 RAMCO/LION VENTURE L.P., a Delaware limited partnership
108 J. Patrick Davis, Richard E. Fitzpatrich, James T. Hay, James F. Quigley, Laura W. Nathanson, Gary Marx, Margaret Marx
109 Ratnam V. Patel and Pranav V. Patel
110 Nathan Leanse
111 Jonathan Parker, Thomas M. Monahan
112 Direct Invest, L.L.C.
113 David Israel
114 Eri S. Kroh, Gregory A. Sackler, John B. Bertram
114.1
114.2
115 David Katz
120 Haribhai K. Thakkar, Dilip R. Desai, NAP
119 Thomas W. Staed
118 Dante Massaro, Will Obeid, Christopher LaMack
123 Naty Saidoff
125 Malcolm MacNaughton
126 Dave Campbell
127 Steven A. Cohen
128 Peter Palandjian
133 Dominic Guadagno, Severina Guadagno
134 Francis Greenburger
135 Roger Saunders
136 Anthony Mammon, Michael Mammon, Laurence Mammon
137 Larry L. Nifong
139 Patrick A. Baldoni
141 Robert H. Johnson
143 Robert T. Rasmussen, Philip Corcoran, Charles Wolande
144 Roger Saunders
147 James A. Rudolph, William C. Rudolph, NAP
149 Larry L. Nifong
150 Rodney Freeman
153 Patrick J. Kelly, Paul J. Howe
154 Keith D. Stephens
155 Steve Berzansky, David Peery
157 Louis Schainuck
158 Moshen Sharif, Albert Minoofar and Mark Vakili
160 Keith D. Stephens
161 Thomas W. Staed
162 Keith D. Stephens
163 Pierre Heafey and Gino Falsetto
164 Keith D. Stephens
166 Jeffery Wysong
167 Neil D. Ginsberg, W. Leonard Blevins
169 David C. Nutting
170 Neil D. Ginsberg, W. Leonard Blevins
172 David Israel
173 Rubin Salant
174 Greg Manocherian
178 Jesse Krasnow, Malka Shalit
179 Gary Eplan, David Barr
180 Penelope M. Glassmeyer
181 Andrew Hochberg, Mac Blum, Robert Caplin
184 Joseph S. Mezistrano, Stanley L. Sidell
185 Roger Miller, Marilyn Miller, Owen Carlson
189 Malcolm MacNaughton
197 Keith D. Stephens
196 Herald M. Hersch, Jeffrey Laruen, Marc Silverman
187 Bruce I. Ash
49 Douglas M. Etkin, James A. Ketai
156 Donald C. Slawson
37 Clint W. Roberts, Norman C. Roberts, Evelyn C. Roberts
129 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
165 David Roberts
96 Douglas Artusio
98 Douglas Artusio
35 Wachovia Corporation
121 Chris A. Bowden, Charles P. Gendron, Daniel E. Smith
18 Michael B. Smuck
10 CB Richard Ellis Investors/U.S. Advisor, LLC
106 B.F. Saul Real Estate Investment Trust
190 Randy I. Westby
40 Michael B. Smuck
159 Michael S. Purzycki
146 Anthony DiGiorgio, Tracy DiGiorgio, Greg Chila, Rosanna Chila
116 Michele Nasatir, Andrea & Monroe Rosenthal, Victoria & David Rosenstein
140 Marvin Lustbader, Howard Ruskin
193 John S. Rosenberg, Linda A. Green, Alfred Kahn III
93 Gregory L. Butcher, William B. Armstrong
132 James R. Stokes
60 US Advisor, LLC/CBREI
182 David E. Noon, H. Richard Noon
103 James A. Ketai, Douglas M. Etkin
92 William P. Butler
90 Corporex Realty & Investment, LLC
194 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
176 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
151 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden
88 Julius J. Szabo
16 John Shane, Sandy Sigal
195 Phuoc B. Vu, Hoan T. Le
Annex ID PML (%) Earthquake Insurance (Y/N/R) Date of Seismic Report Terrorism Insurance (Y/N/R)
- -------- ------- ---------------------------- ---------------------- ---------------------------
157 117 118 119 120
1 20.0% Yes 1/19/2006 Yes
2 0.0% Yes Yes
3 0.0% Yes Yes
4 0.0% Yes Yes
6 0.0% Yes Yes
No Yes
8 0.0% No Yes
9 0.0% No Yes
11 11.0% Yes 12/5/2005 Yes
15 13% - 19% Yes 9/22/2005 Yes
15.1 19.0% Yes 9/22/2005 Yes
15.2 13.0% Yes 9/22/2005 Yes
Yes Yes
20 0.0% Yes Yes
21 0.0% Yes Yes
22 0.0% Yes Yes
23 0.0% Yes Yes
24 0.0% Yes Yes
26 0.0% No Yes
31 0.0% Yes Yes
33 0.0% No Yes
33.1 0.0% No Yes
33.2 0.0% No Yes
36 0.0% No Yes
36.1 0.0% No Yes
36.2 0.0% No Yes
39 0.0% No Yes
41 0.0% Yes Yes
47 0.0% No Yes
48 0.0% No Yes
48.1 0.0% No Yes
48.2 0.0% No Yes
51 0.0% Yes Yes
Yes Yes
54 0.0% Yes Yes
55 0.0% Yes Yes
56 0.0% Yes Yes
57 0.0% Yes Yes
58 15.0% No 8/2/2005 Yes
59 0.0% Yes Yes
62 0.0% Yes Yes
63 0.0% No Yes
67 0.0% No Yes
71 0.0% Yes Yes
72 0.0% No Yes
78 0.0% No Yes
84 0.0% No Yes
85 0.0% Yes Yes
91 0.0% Yes Yes
91.1 0.0% Yes Yes
91.2 0.0% Yes Yes
97 0.0% No Yes
99 10.0% No 10/31/2005 Yes
117 0.0% Yes Yes
122 0.0% No Yes
124 0.0% Yes Yes
130 0.0% Yes Yes
131 0.0% No Yes
138 0.0% No Yes
142 0.0% No Yes
145 0.0% No Yes
148 0.0% Yes Yes
152 12.0% No 11/28/2005 Yes
168 0.0% Yes Yes
171 12.0% No 11/14/2005 Yes
175 0.0% No Yes
177 12.0% No 11/11/2005 Yes
183 19.0% No 10/10/2005 Yes
186 0.0% No Yes
188 10.0% No 9/29/2005 Yes
191 0.0% No Yes
192 0.0% Yes Yes
5 0.0% No Yes
7
7.1 0.0% Yes Yes
7.2 0.0% Yes Yes
7.3 0.0% Yes Yes
7.4 0.0% Yes Yes
12 0.0% Yes Yes
13 0.0% No Yes
14 0.0% Yes Yes
17 0.0% Yes Yes
19 0.0% No Yes
25 12.0% No 9/9/2005 Yes
10.0% 8/26/2005 Yes
27 10.0% No 8/26/2005 Yes
28 10.0% No 8/26/2005 Yes
29 10.0% Yes 8/26/2005 Yes
30 10.0% No 8/26/2005 Yes
32 0.0% Yes Yes
34 0.0% No Yes
38 0.0% Yes Yes
42 17.0% No 12/14/2005 Yes
43 0.0% No Yes
44 0.0% No Yes
45 0.0% Yes Yes
46
46.1 0.0% No Yes
46.2 0.0% No Yes
50 0.0% Yes Yes
52 0.0% No Yes
53 0.0% Yes Yes
61 0.0% Yes Yes
64 0.0% Yes Yes
65 16.0% No 10/27/2005 Yes
66 0.0% NAP Yes
68 0.0% Yes Yes
69
69.1 0.0% Yes Yes
69.2 0.0% Yes Yes
69.3 0.0% Yes Yes
69.4 0.0% Yes Yes
69.5 0.0% Yes Yes
70 0.0% No Yes
73 0.0% No Yes
74 0.0% Yes Yes
75 0.0% No Yes
76 0.0% Yes Yes
77 0.0% Yes Yes
79 0.0% Yes Yes
80 8.0% No 12/12/2005 Yes
81 12.0% No 10/4/2005 Yes
82 0.0% No Yes
83 0.0% No Yes
86 0.0% No Yes
87 0.0% No Yes
89 0.0% No Yes
94 0.0% No Yes
95 0.0% Yes Yes
100 16.0% No 10/27/2005 Yes
101 0.0% Yes Yes
102 0.0% No Yes
104 0.0% No Yes
105 0.0% No Yes
107 0.0% Yes Yes
108 9.0% No 10/7/2005 Yes
109 0.0% No Yes
110 18.0% Yes 7/25/2005 Yes
111 17.0% No 9/1/2005 Yes
112 0.0% Yes Yes
113 0.0% Yes Yes
114 18.0% 6/21/2005
114.1 18.0% No 6/21/2005
114.2 18.0% No 6/21/2005 Yes
115 0.0% No No
120 0.0% Yes Yes
119 0.0% No Yes
118 0.0% No Yes
123 16.0% No 11/1/2005 Yes
125 0.0% No Yes
126 0.0% Yes No
127 0.0% No Yes
128 0.0% Yes Yes
133 16.0% No 8/30/2005 Yes
134 0.0% Yes Yes
135 0.0% No Yes
136 0.0% Yes Yes
137 0.0% No Yes
139 0.0% No Yes
141 0.0% Yes Yes
143 0.0% No Yes
144 0.0% No Yes
147 0.0% No Yes
149 0.0% No Yes
150 15.0% No 9/27/2005 Yes
153 0.0% No Yes
154 0.0% Yes Yes
155 0.0% No Yes
157 16.0% No 11/7/2005 Yes
158 9.0% No 4/4/2005 TBD
160 0.0% Yes Yes
161 0.0% No Yes
162 0.0% Yes Yes
163 0.0% No Yes
164 0.0% Yes Yes
166 19.0% No 5/25/2005 Yes
167 0.0% Yes Yes
169 0.0% No Yes
170 0.0% Yes Yes
172 0.0% Yes Yes
173 0.0% Yes Yes
174 0.0% No Yes
178 0.0% No Yes
179 0.0% Yes Yes
180 0.0% No Yes
181 0.0% Yes Yes
184 12.0% No 10/11/2005 Yes
185 12.0% No 6/30/2005 Yes
189 10.0% No 9/21/2005 Yes
197 0.0% Yes Yes
196 0.0% NAP Yes
187 0.0% No Yes
49 0.0% Yes Yes
156 11.0% NAP 10/28/2005 Yes
37 14.0% No 8/9/2005 Yes
129 0.0% NAP NAP Yes
165 0.0% Yes NAP Yes
96 0.0% NAP NAP Yes
98 0.0% NAP NAP Yes
35 0.0% NAP NAP Yes
121 0.0% Yes Yes
18 0.0% Yes Yes
10 16.0% Yes 10/21/2005 Yes
106 0.0% NAP NAP Yes
190 0.0% NAP NAP Yes
40 0.0% Yes Yes
159 0.0% NAP NAP Yes
146 16.0% No 11/11/2005 Yes
116 0.0% NAP NAP Yes
140 0.0% No Yes
193 0.0% Yes Yes
93 14.0% No 12/8/2005 Yes
132 0.0% No Yes
60 10.0% No 12/14/2005 Yes
182 0.0% No Yes
103 0.0% Yes Yes
92 0.0% NAP NAP Yes
90 0.0% NAP NAP Yes
194 0.0% NAP NAP Yes
176 0.0% NAP NAP Yes
151 0.0% NAP NAP Yes
88 0.0% No Yes
16 0.0% No Yes
195 0.0% No Yes
Annex ID Environmental Insurance (Y/N/R) Date of Engineering Report Date of Phase I Report
- -------- ------------------------------- -------------------------- ----------------------
157 121 122 123
1 Yes 8/30/2005 6/29/2005
2 No 12/15/2005 12/15/2005
3 No 11/16/2005 11/16/2005
4 No 9/7/2005 10/25/2005
6 No 1/5/2006 1/5/2006
No Various Various
8 No 10/17/2005 10/17/2005
9 No 10/19/2005 10/19/2005
11 No 12/1/2005 12/1/2005
15 No 9/16/2005 9/19/2005
15.1 No 9/16/2005 9/19/2005
15.2 No 9/16/2005 9/19/2005
No 12/12/2005 12/6/2005
20 No 12/12/2005 12/6/2005
21 No 12/12/2005 12/6/2005
22 No 12/12/2005 12/6/2005
23 No 12/12/2005 12/6/2005
24 No 12/12/2005 12/6/2005
26 No 10/10/2005 10/10/2005
31 No 6/6/2005 9/28/2005
33 No 1/16/2006 1/16/2006
33.1 No 1/16/2006 1/16/2006
33.2 No 1/16/2006 1/16/2006
36 No 9/16/2005 Various
36.1 No 9/16/2005 9/15/2005
36.2 No 9/16/2005 9/26/2005
39 No 10/25/2005 10/24/2005
41 No 11/17/2005 11/17/2005
47 No 10/19/2005 10/19/2005
48 No 12/9/2005 12/13/2005
48.1 No 12/9/2005 12/13/2005
48.2 No 12/9/2005 12/13/2005
51 No 12/5/2005 12/5/2005
No Various 12/13/2005
54 No 12/9/2005 12/13/2005
55 No 12/9/2005 12/13/2005
56 No 12/13/2005 12/13/2005
57 No 12/14/2005 12/13/2005
58 No 8/2/2005 8/2/2005
59 No 12/12/2005 12/12/2005
62 No 12/16/2005 12/16/2005
63 No 11/30/2005 11/28/2005
67 No 11/15/2005 11/14/2005
71 No 11/14/2005 11/14/2005
72 No 10/25/2005 10/24/2005
78 No 11/30/2005 11/30/2005
84 No 12/8/2005 12/12/2005
85 No 7/18/2005 7/18/2005
91 No Various 12/8/2005
91.1 No 12/9/2005 12/8/2005
91.2 No 12/8/2005 12/8/2005
97 Yes 10/25/2005 10/24/2005
99 No 10/31/2005 12/22/2005
117 No 10/18/2005 11/30/2005
122 No 12/9/2005 12/9/2005
124 No 12/15/2005 11/9/2005
130 No 12/16/2005 12/16/2005
131 No 12/21/2005 12/9/2005
138 No 9/2/2005 9/2/2005
142 No 10/12/2005 10/12/2005
145 No 11/10/2005 11/8/2005
148 No 12/7/2005 12/7/2005
152 No 11/23/2005 11/18/2005
168 No 1/9/2006 10/25/2005
171 No 11/14/2005 11/14/2005
175 No 12/2/2005 11/30/2005
177 No 11/11/2005 11/15/2005
183 No 10/14/2005 10/10/2005
186 No 11/22/2005 11/18/2005
188 No 9/29/2005 9/29/2005
191 No 12/2/2005 12/2/2005
192 No 11/7/2005 12/29/2005
5 No 10/5/2005 10/14/2005
7 12/12/2005 Various
7.1 No 12/12/2005 12/12/2005
7.2 No 12/12/2005 12/12/2005 & 12/9/2005
7.3 No 12/12/2005 12/12/2005
7.4 NAP 12/12/2005 12/12/2005
12 No 12/12/2005 12/11/2005
13 NAP 8/31/2005 8/31/2005
14 No 10/12/2005 10/13/2005
17 No 9/15/2005 9/15/2005
19 No 9/23/2005 9/21/2005
25 No 9/2/2005 9/13/2005
No 8/26/2005 8/26/2005
27 No 8/26/2005 8/26/2005
28 No 8/26/2005 8/26/2005
29 No 8/26/2005 8/26/2005
30 No 8/26/2005 8/26/2005
32 No 8/29/2005 8/29/2005
34 No 11/4/2005 11/4/2005
38 No 10/21/2005 10/26/2005
42 No 10/27/2005 7/6/2005
43 No 9/21/2005 9/21/2005
44 No 6/11/2005 6/9/2005
45 No 8/16/2005 8/17/2005
46 9/20/2005 9/19/2005
46.1 No 9/20/2005 9/19/2005
46.2 Yes 9/20/2005 9/19/2005
50 No 9/30/2005 8/19/2005
52 No 6/20/2005 6/19/2005
53 No 7/27/2005 7/28/2005
61 No 6/7/2005 6/7/2005
64 No 9/14/2005 9/14/2005
65 No 9/9/2005 9/9/2005
66 No 6/21/2005 6/22/2005
68 No 6/28/2005 6/28/2005
69 10/12/2005 10/12/2005
69.1 No 10/12/2005 10/12/2005
69.2 No 10/12/2005 10/12/2005
69.3 No 10/12/2005 10/12/2005
69.4 No 10/12/2005 10/12/2005
69.5 No 10/12/2005 10/12/2005
70 No 9/20/2005 8/9/2005
73 No 9/30/2005 9/30/2005
74 No 10/5/2005 8/30/2005
75 No 10/28/2005 10/28/2005
76 No 9/13/2005 9/13/2005
77 No 6/15/2005 6/13/2005
79 No 8/11/2005 8/15/2005
80 No 12/8/2005 12/7/2005
81 No 10/4/2005 10/5/2005
82 No 7/22/2005 7/22/2005
83 No 7/6/2005 7/6/2005
86 No 4/14/2005 4/15/2005
87 No 8/18/2005 8/15/2005
89 No 7/18/2005 7/18/2005
94 No 9/17/2004 9/23/2004
95 No 8/25/2005 8/25/2005
100 No 10/27/2005 10/27/2005
101 No 9/20/2005 7/29/2005
102 No 8/9/2005 8/9/2005
104 No 7/20/2005 7/20/2005
105 No 9/15/2005 9/14/2005
107 No 9/9/2005 9/9/2005
108 No 10/7/2005 10/7/2005
109 No 11/29/2005 11/30/2005
110 No 7/25/2005 7/26/2005
111 No 9/1/2005 9/1/2005
112 No 6/27/2005 7/7/2005
113 No 9/30/2005 10/4/2005
114 6/21/2005 7/12/2005
114.1 No 6/21/2005 7/12/2005
114.2 No 6/21/2005 7/12/2005
115 No 10/25/2005 10/25/2005
120 No 8/23/2005 8/23/2005
119 No 9/29/2005 9/29/2005
118 No 7/19/2005 7/18/2005
123 No 11/1/2005 11/1/2005
125 No 9/22/2005 9/22/2005
126 No 9/15/2005 9/15/2005
127 No 10/3/2005 3/30/2005
128 No 9/21/2005 9/20/2005
133 No 8/30/2005 8/30/2005
134 No 10/26/2005 8/11/2005
135 No 3/23/2005 3/25/2005
136 No 8/22/2005 8/19/2005
137 No 7/26/2005 7/26/2005
139 No 8/15/2005 9/8/2005
141 No 8/25/2005 8/25/2005
143 No 7/28/2005 7/29/2005
144 No 3/21/2005 3/25/2005
147 No 8/23/2005 8/22/2005
149 No 9/16/2005 9/19/2005
150 No 10/3/2005 10/3/2005
153 No 9/6/2005 9/6/2005
154 No 8/23/2005 8/23/2005
155 No 8/18/2005 8/19/2005
157 No 11/7/2005 11/7/2005
158 No 4/8/2005 4/11/2005
160 No 8/23/2005 8/24/2005
161 No 9/29/2005 9/29/2005
162 No 8/23/2005 8/23/2005
163 No 4/13/2005 4/8/2005
164 No 8/23/2005 8/22/2005
166 No 5/25/2005 6/23/2005
167 No 4/19/2005 4/19/2005
169 No 9/27/2005 9/27/2005
170 No 4/19/2005 4/19/2005
172 No 7/1/2005 7/1/2005
173 No 7/27/2005 7/27/2005
174 No 8/29/2005 8/22/2005
178 No 4/29/2005 4/29/2005
179 No 4/18/2005 4/20/2005
180 No 10/10/2005 10/12/2005
181 No 7/8/2005 6/14/2005
184 No 10/11/2005 10/11/2005
185 No 6/30/2005 7/25/2005
189 No 9/26/2005 9/23/2005
197 No 8/23/2005 8/23/2005
196 10/25/2005 11/8/2005
187 11/14/2005 11/10/2005
49 10/24/2005 11/3/2005
156 12/22/2005 11/3/2005
37 9/15/2005 8/22/2005
129 11/11/2005 11/21/2005
165 10/12/2005 10/22/2005
96 12/6/2005 11/15/2005
98 12/7/2005 11/18/2005
35 9/22/2005 9/22/2005
121 10/3/2005 10/17/2005
18 10/21/2005 10/12/2005
10 10/21/2005 10/24/2005
106 12/14/2005 12/9/2005
190 10/22/2005 10/27/2005
40 11/17/2005 11/11/2005
159 10/29/2005 11/4/2005
146 11/11/2005 11/3/2005
116 10/5/2005 10/5/2005
140 Yes 11/28/2005 12/2/2005
193 12/6/2005 11/4/2005
93 12/8/2005 12/2/2005
132 11/18/2005 12/5/2005
60 12/5/2005 12/7/2005
182 11/11/2005 11/18/2005
103 11/26/2005 12/6/2005
92 12/5/2005 12/7/2005
90 12/5/2005 12/7/2005
194 11/11/2005 11/17/2005
176 11/11/2005 11/16/2005
151 11/11/2005 11/10/2005
88 11/28/2005 12/16/2005
16 12/12/2005 11/1/2005
195 11/26/2005 12/6/2005
Annex ID Date of Phase II Report (if applicable) FIRREA Eligible (Y/N)
- -------- --------------------------------------- ---------------------
157 124 125
1 9/27/2005 Yes
2 Yes
3 Yes
4 Yes
6 Yes
Yes
8 Yes
9 Yes
11 Yes
15 Yes
15.1 Yes
15.2 Yes
Yes
20 Yes
21 Yes
22 Yes
23 Yes
24 Yes
26 Yes
31 Yes
33 Yes
33.1 Yes
33.2 Yes
36 Yes
36.1 Yes
36.2 Yes
39 Yes
41 Yes
47 Yes
48 Yes
48.1 Yes
48.2 Yes
51 Yes
Yes
54 Yes
55 Yes
56 Yes
57 Yes
58 Yes
59 Yes
62 Yes
63 Yes
67 Yes
71 Yes
72 Yes
78 Yes
84 Yes
85 Yes
91 Yes
91.1 Yes
91.2 Yes
97 Yes
99 Yes
117 Yes
122 Yes
124 Yes
130 Yes
131 Yes
138 Yes
142 Yes
145 Yes
148 Yes
152 Yes
168 Yes
171 Yes
175 Yes
177 Yes
183 Yes
186 Yes
188 Yes
191 Yes
192 Yes
5 Yes
7 Yes
7.1 Yes
7.2 Yes
7.3 Yes
7.4 Yes
12 Yes
13 Yes
14 Yes
17 Yes
19 Yes
25 Yes
Yes
27 Yes
28 Yes
29 Yes
30 Yes
32 Yes
34 Yes
38 Yes
42 Yes
43 Yes
44 Yes
45 Yes
46 Yes
46.1 Yes
46.2 Yes
50 Yes
52 Yes
53 Yes
61 Yes
64 Yes
65 Yes
66 Yes
68 Yes
69 Yes
69.1 Yes
69.2 Yes
69.3 Yes
69.4 Yes
69.5 Yes
70 Yes
73 Yes
74 Yes
75 Yes
76 Yes
77 Yes
79 Yes
80 Yes
81 Yes
82 Yes
83 Yes
86 Yes
87 Yes
89 Yes
94 Yes
95 Yes
100 Yes
101 Yes
102 Yes
104 Yes
105 Yes
107 Yes
108 Yes
109 Yes
110 Yes
111 Yes
112 Yes
113 Yes
114 Yes
114.1 Yes
114.2 Yes
115 Yes
120 Yes
119 Yes
118 Yes
123 Yes
125 Yes
126 Yes
127 Yes
128 Yes
133 Yes
134 Yes
135 Yes
136 Yes
137 Yes
139 Yes
141 Yes
143 Yes
144 Yes
147 Yes
149 Yes
150 Yes
153 Yes
154 Yes
155 Yes
157 Yes
158 Yes
160 Yes
161 Yes
162 Yes
163 Yes
164 Yes
166 Yes
167 Yes
169 Yes
170 Yes
172 Yes
173 Yes
174 Yes
178 Yes
179 5/12/2005 Yes
180 Yes
181 Yes
184 Yes
185 Yes
189 Yes
197 Yes
196 Yes
187 Yes
49 Yes
156 Yes
37 Yes
129 Yes
165 Yes
96 Yes
98 Yes
35 Yes
121 1/5/2006 Yes
18 Yes
10 Yes
106 Yes
190 Yes
40 Yes
159 Yes
146 Yes
116 Yes
140 Yes
193 Yes
93 Yes
132 Yes
60 Yes
182 Yes
103 Yes
92 Yes
90 Yes
194 Yes
176 Yes
151 Yes
88 Yes
16 Yes
195 Yes
Annex ID Grace Period Payment Day SPE Single Tenant (Y/N)
- -------- ------------ ----------- --- -------------------
157 126 127 128 129
1 0 1 Yes
2 5 1 Yes No
3 5 1 Yes No
4 5 1 Yes No
6 5 1 Yes No
5 1 Yes
8 5 1 Yes
9 5 1 Yes
11 5 1 Yes No
15 5 1 Yes Yes
15.1 5 Yes
15.2 5 Yes
5 1 No Various
20 5 1 No No
21 5 1 No No
22 5 1 No Yes
23 5 1 No No
24 5 1 No No
26 5 1 Yes
31 5 1 Yes No
33 5 1 Yes
33.1 5
33.2 5
36 5 1 Yes
36.1 5
36.2 5
39 5 1 Yes
41 5 1 Yes
47 5 1 Yes
48 5 1 Yes No
48.1 5 No
48.2 5 No
51 5 1 Yes No
5 1 Yes
54 5 1 Yes
55 5 1 Yes
56 5 1 Yes
57 5 1 Yes
58 5 1 Yes No
59 5 1 Yes No
62 5 1 Yes Yes
63 5 1 Yes No
67 5 1 Yes No
71 5 1 Yes No
72 5 1 Yes
78 5 1 Yes
84 5 1 Yes No
85 5 1 Yes No
91 5 1 Yes Various
91.1 5 No
91.2 5 Yes
97 5 1 Yes
99 5 1 Yes No
117 5 1 Yes
122 5 1 Yes No
124 5 1 Yes Yes
130 5 1 Yes
131 5 1 Yes
138 5 1 Yes
142 5 1 Yes
145 5 1 Yes No
148 5 1 Yes Yes
152 5 1 Yes
168 5 1 Yes Yes
171 5 1 Yes No
175 5 1 Yes No
177 5 1 Yes No
183 5 1 Yes No
186 5 1 Yes
188 5 1 Yes
191 5 1 Yes No
192 5 1 Yes
5 0 11 Yes (Level 5) No
7 0 11 Yes (Level 5) No
7.1 No
7.2 No
7.3 No
7.4 No
12 0 (5 days for the first 2 missed payments) 11 Yes (Level 4) No
13 0 11 Yes (Level 4) No
14 0 11 Yes (Level 5) No
17 5 11 Yes (Level 5) No
19 0 11 Yes (Level 5) No
25 0 11 Yes (Level 5) Yes
0 11 Yes (Level 2) Yes
27 0 11 Yes (Level 2) Yes
28 0 11 Yes (Level 2) Yes
29 0 11 Yes (Level 2) Yes
30 0 11 Yes (Level 2) Yes
32 0 11 Yes (Level 5) No
34 0 11 Yes No
38 0 11 Yes (Level 4) No
42 0 11 Yes (Level 2) No
43 0 11 Yes (Level 4) No
44 0 11 Yes (Level 2) No
45 0 11 Yes (Level 4) No
46 0 11 Yes (Level 2) No
46.1 No
46.2 No
50 0 11 Yes (Level 2) No
52 0 11 Yes (Level 3) No
53 0 11 Yes (Level 2) No
61 0 11 Yes (Level 3) No
64 0 11 Yes (Level 3) No
65 0 11 Yes (Level 2) No
66 0 11 Yes (Level 3) No
68 0 11 Yes (Level 2) No
69 0 11 Yes (Level 3) No
69.1 No
69.2 No
69.3 No
69.4 No
69.5 No
70 0 11 Yes (Level 3) No
73 0 11 Yes (Level 2) No
74 0 11 Yes (Level 2) No
75 0 11 Yes (Level 3) No
76 0 11 Yes (Level 2) Yes
77 0 11 Yes (Level 2) Yes
79 0 11 Yes (Level 3) No
80 0 11 Yes (Level 2) No
81 0 11 Yes (Level 2) Yes
82 0 11 Yes (Level 3) No
83 0 11 Yes (Level 3) No
86 0 11 Yes (Level 3) No
87 0 11 Yes (Level 2) No
89 0 11 Yes (Level 2) No
94 0 11 Yes (Level 4) No
95 0 11 Yes (Level 3) No
100 0 11 Yes (Level 2) No
101 0 11 Yes (Level 3) No
102 0 11 Yes (Level 3) No
104 0 11 Yes (Level 2) No
105 0 11 Yes (Level 2) No
107 0 11 Yes (Level 2) No
108 0 11 Yes (Level 2) No
109 0 11 Yes (Level 2) No
110 0 11 Yes (Level 2) No
111 0 11 Yes (Level 2) Yes
112 0 11 Yes (Level 2) No
113 0 11 Yes (Level 2) No
114 0 11 Yes (Level 2) No
114.1 No
114.2 No
115 0 11 Yes (Level 2) Yes
120 0 11 Yes (Level 3) No
119 0 11 Yes (Level 3) No
118 0 11 Yes (Level 2) No
123 0 11 Yes (Level 2) Yes
125 0 11 Yes (Level 2) No
126 0 11 Yes (Level 3) Yes
127 0 11 Yes (Level 2) No
128 0 11 Yes (Level 2) No
133 0 11 Yes (Level 2) No
134 0 11 Yes (Level 2) No
135 0 11 Yes (Level 2) Yes
136 0 11 Yes (Level 3) Yes
137 0 11 Yes (Level 2) Yes
139 0 11 Yes (Level 2) No
141 0 11 Yes (Level 2) No
143 0 11 Yes (Level 2) No
144 0 11 Yes (Level 2) Yes
147 0 11 Yes (Level 2) No
149 0 11 Yes (Level 1) No
150 0 11 Yes (Level 2) No
153 0 11 Yes (Level 2) No
154 0 11 Yes (Level 2) No
155 0 11 Yes (Level 2) Yes
157 0 11 Yes (Level 2) No
158 0 11 Yes (Level 1) No
160 0 11 Yes (Level 2) No
161 0 11 Yes (Level 2) No
162 0 11 Yes (Level 2) No
163 0 11 Yes (Level 2) No
164 0 11 Yes (Level 2) No
166 0 11 Yes (Level 2) No
167 0 11 Yes (Level 2) No
169 0 11 Yes (Level 2) Yes
170 0 11 Yes (Level 2) No
172 0 11 Yes (Level 2) No
173 0 11 Yes (Level 2) Yes
174 0 11 Yes (Level 2) Yes
178 0 11 Yes (Level 2) No
179 0 11 Yes (Level 2) No
180 0 11 Yes (Level 2) No
181 0 11 Yes (Level 2) No
184 0 11 Yes (Level 2) No
185 0 11 Yes (Level 2) Yes
189 0 11 Yes (Level 1) No
197 0 11 Yes (Level 2) No
196 5 1 Yes N/A
187 5 1 Yes No
49 5 1 Yes Yes
156 5 1 Yes N/A
37 5 1 Yes No
129 5 1 Yes N/A
165 5 1 Yes N/A
96 5 1 Yes N/A
98 5 1 Yes N/A
35 5 1 Yes Yes
121 5 1 Yes N/A
18 5 1 Yes N/A
10 5 1 Yes No
106 5 1 Yes N/A
190 5 1 Yes N/A
40 5 1 Yes N/A
159 5 1 Yes N/A
146 5 1 Yes Yes
116 5 1 Yes No
140 5 1 Yes No
193 5 1 Yes N/A
93 5 1 Yes N/A
132 5 1 Yes No
60 5 1 Yes N/A
182 5 1 Yes No
103 5 1 Yes Yes
92 5 1 Yes N/A
90 5 1 Yes N/A
194 5 1 Yes N/A
176 5 1 Yes N/A
151 5 1 Yes N/A
88 5 1 Yes No
16 5 1 Yes No
195 5 1 Yes No
Annex ID Total Administrative Fee Sub Serviced Servicer Servicer Fee Rate Master
- -------- ------------------------ ------------ --------------------------------- ----------------- ---------
157 130 131 132 133 134
1 0.030100% No 0.01000%
2 0.030100% No 0.01000%
3 0.030100% No 0.01000%
4 0.030100% No 0.01000%
6 0.030100% No 0.01000%
0.030100% No 0.01000%
8 0.030100% No 0.01000%
9 0.030100% No 0.01000%
11 0.030100% No 0.01000%
15 0.030100% No 0.01000%
15.1 0.030100% No 0.01000%
15.2 0.030100% No 0.01000%
0.030100% No 0.01000%
20 0.030100% No 0.01000%
21 0.030100% No 0.01000%
22 0.030100% No 0.01000%
23 0.030100% No 0.01000%
24 0.030100% No 0.01000%
26 0.030100% No 0.01000%
31 0.030100% No 0.01000%
33 0.030100% No 0.01000%
33.1 0.030100% No 0.01000%
33.2 0.030100% No 0.01000%
36 0.030100% No 0.01000%
36.1 0.030100% No 0.01000%
36.2 0.030100% No 0.01000%
39 0.030100% No 0.01000%
41 0.030100% No 0.01000%
47 0.030100% No 0.01000%
48 0.030100% No 0.01000%
48.1 0.030100% No 0.01000%
48.2 0.030100% No 0.01000%
51 0.030100% No 0.01000%
0.030100% No 0.01000%
54 0.030100% No 0.01000%
55 0.030100% No 0.01000%
56 0.030100% No 0.01000%
57 0.030100% No 0.01000%
58 0.060100% Yes Churchill 0.03000% 0.01000%
59 0.030100% No 0.01000%
62 0.030100% No 0.01000%
63 0.030100% No 0.01000%
67 0.030100% No 0.01000%
71 0.030100% No 0.01000%
72 0.030100% No 0.01000%
78 0.030100% No 0.01000%
84 0.030100% No 0.01000%
85 0.030100% No 0.01000%
91 0.030100% No 0.01000%
91.1 0.030100% No 0.01000%
91.2 0.030100% No 0.01000%
97 0.030100% No 0.01000%
99 0.030100% No 0.01000%
117 0.030100% No 0.01000%
122 0.030100% No 0.01000%
124 0.030100% No 0.01000%
130 0.030100% No 0.01000%
131 0.030100% No 0.01000%
138 0.030100% No 0.01000%
142 0.030100% No 0.01000%
145 0.030100% No 0.01000%
148 0.030100% No 0.01000%
152 0.090100% Yes Newmark 0.06000% 0.01000%
168 0.030100% No 0.01000%
171 0.060100% Yes Arbor 0.03000% 0.01000%
175 0.030100% No 0.01000%
177 0.030100% No 0.01000%
183 0.030100% No 0.01000%
186 0.030100% No 0.01000%
188 0.030100% No 0.01000%
191 0.030100% No 0.01000%
192 0.030100% No 0.01000%
5 0.025100% Yes GEMSA Loan Services, L.P. 0.01500% 0.01000%
7 0.030100% No 0.00000% 0.01000%
7.1 0.000100%
7.2 0.000100%
7.3 0.000100%
7.4 0.000100%
12 0.030100% Yes NorthMarq Capital, Inc. 0.02000% 0.01000%
13 0.030100% No 0.00000% 0.01000%
14 0.030100% No 0.00000% 0.01000%
17 0.030100% Yes GEMSA Loan Services, L.P. 0.02000% 0.01000%
19 0.050100% Yes NorthMarq Capital, Inc. 0.04000% 0.01000%
25 0.030100% No 0.00000% 0.01000%
0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
27 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
28 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
29 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
30 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
32 0.030100% No 0.00000% 0.01000%
34 0.030100% No 0.00000% 0.01000%
38 0.030100% No 0.00000% 0.01000%
42 0.070100% Yes Cohen Financial 0.06000% 0.01000%
43 0.030100% No 0.00000% 0.01000%
44 0.050100% Yes Pacific Southwest Realty Services 0.04000% 0.01000%
45 0.030100% No 0 0.00000% 0.01000%
46 0.040100% Yes GEMSA Loan Services, L.P. 0.03000% 0.01000%
46.1 0.000100%
46.2 0.000100%
50 0.030100% No 0.00000% 0.01000%
52 0.030100% No 0.00000% 0.01000%
53 0.030100% No 0.00000% 0.01000%
61 0.080100% Yes GMAC Commercial Mortgage 0.07000% 0.01000%
64 0.030100% No 0.00000% 0.01000%
65 0.040100% Yes Pacific Southwest Realty Services 0.03000% 0.01000%
66 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
68 0.030100% No 0.00000% 0.01000%
69 0.050100% Yes NorthMarq Capital, Inc. 0.04000% 0.01000%
69.1 0.000100%
69.2 0.000100%
69.3 0.000100%
69.4 0.000100%
69.5 0.000100%
70 0.030100% No 0.00000% 0.01000%
73 0.030100% No 0.00000% 0.01000%
74 0.030100% No 0.00000% 0.01000%
75 0.050100% Yes GMAC Commercial Mortgage 0.04000% 0.01000%
76 0.030100% No 0.00000% 0.01000%
77 0.030100% No 0.00000% 0.01000%
79 0.050100% Yes GEMSA Loan Services, L.P. 0.04000% 0.01000%
80 0.080100% Yes HFF (non-cashiering) 0.05000% 0.01000%
81 0.030100% No 0.00000% 0.01000%
82 0.030100% No 0.00000% 0.01000%
83 0.030100% No 0.00000% 0.01000%
86 0.030100% No 0.00000% 0.01000%
87 0.060100% Yes GEMSA Loan Services, L.P. 0.05000% 0.01000%
89 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
94 0.050100% Yes GEMSA Loan Services, L.P. 0.04000% 0.01000%
95 0.030100% No 0.00000% 0.01000%
100 0.040100% Yes Cohen Financial 0.03000% 0.01000%
101 0.030100% No 0.00000% 0.01000%
102 0.070100% Yes GEMSA Loan Services, L.P. 0.06000% 0.01000%
104 0.050100% Yes NorthMarq Capital, Inc. 0.04000% 0.01000%
105 0.030100% No 0.00000% 0.01000%
107 0.040100% Yes GEMSA Loan Services, L.P. 0.03000% 0.01000%
108 0.030100% No 0.00000% 0.01000%
109 0.060100% Yes Laureate Capital, LLC 0.05000% 0.01000%
110 0.030100% No 0.00000% 0.01000%
111 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
112 0.030100% No 0.00000% 0.01000%
113 0.030100% No 0.00000% 0.01000%
114 0.030100% No 0.00000% 0.01000%
114.1 0.000100%
114.2 0.000100%
115 0.030100% No 0.00000% 0.01000%
120 0.030100% No 0.00000% 0.01000%
119 0.050100% Yes NorthMarq Capital, Inc. 0.04000% 0.01000%
118 0.030100% No 0.00000% 0.01000%
123 0.040100% Yes GEMSA Loan Services, L.P. 0.03000% 0.01000%
125 0.030100% No 0.00000% 0.01000%
126 0.030100% No 0.00000% 0.01000%
127 0.030100% No 0.00000% 0.01000%
128 0.030100% No 0.00000% 0.01000%
133 0.030100% No 0.00000% 0.01000%
134 0.030100% No 0.00000% 0.01000%
135 0.030100% No 0.00000% 0.01000%
136 0.030100% No 0.00000% 0.01000%
137 0.030100% No 0.00000% 0.01000%
139 0.030100% No 0.00000% 0.01000%
141 0.060100% Yes NorthMarq Capital, Inc. 0.05000% 0.01000%
143 0.030100% No 0.00000% 0.01000%
144 0.030100% No 0.00000% 0.01000%
147 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
149 0.030100% No 0.00000% 0.01000%
150 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
153 0.030100% No 0 0.00000% 0.01000%
154 0.030100% No 0 0.00000% 0.01000%
155 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
157 0.060100% Yes GEMSA Loan Services, L.P. 0.05000% 0.01000%
158 0.030100% No 0 0.00000% 0.01000%
160 0.030100% No 0 0.00000% 0.01000%
161 0.080100% Yes NorthMarq Capital, Inc. 0.07000% 0.01000%
162 0.030100% No 0 0.00000% 0.01000%
163 0.110100% Yes GMAC Commercial Mortgage 0.10000% 0.01000%
164 0.030100% No 0 0.00000% 0.01000%
166 0.120100% Yes Cohen Financial 0.11000% 0.01000%
167 0.030100% No 0 0.00000% 0.01000%
169 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
170 0.030100% No 0 0.00000% 0.01000%
172 0.030100% No 0 0.00000% 0.01000%
173 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
174 0.030100% No 0 0.00000% 0.01000%
178 0.080100% Yes GEMSA Loan Services, L.P. 0.07000% 0.01000%
179 0.050100% Yes NorthMarq Capital, Inc. 0.04000% 0.01000%
180 0.030100% No 0 0.00000% 0.01000%
181 0.030100% No 0 0.00000% 0.01000%
184 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
185 0.090100% Yes GEMSA Loan Services, L.P. 0.08000% 0.01000%
189 0.030100% No 0 0.00000% 0.01000%
197 0.030100% No 0 0.00000% 0.01000%
196 0.040100% 0.01000%
187 0.090100% 0.01000%
49 0.040100% 0.01000%
156 0.090100% 0.01000%
37 0.060100% 0.01000%
129 0.040100% 0.01000%
165 0.040100% 0.01000%
96 0.090100% 0.01000%
98 0.090100% 0.01000%
35 0.050100% 0.01000%
121 0.070100% 0.01000%
18 0.060100% 0.01000%
10 0.040100% 0.01000%
106 0.040100% 0.01000%
190 0.090100% 0.01000%
40 0.060100% 0.01000%
159 0.040100% 0.01000%
146 0.040100% 0.01000%
116 0.070100% 0.01000%
140 0.040100% 0.01000%
193 0.040100% 0.01000%
93 0.070100% 0.01000%
132 0.060100% 0.01000%
60 0.060100% 0.01000%
182 0.090100% 0.01000%
103 0.040100% 0.01000%
92 0.040100% 0.01000%
90 0.040100% 0.01000%
194 0.040100% 0.01000%
176 0.040100% 0.01000%
151 0.040100% 0.01000%
88 0.060100% 0.01000%
16 0.040100% 0.01000%
195 0.040100% 0.01000%
Annex ID Primary Trustee
- -------- --------- ---------
157 135 136
1 0.02000% 0.00010%
2 0.02000% 0.00010%
3 0.02000% 0.00010%
4 0.02000% 0.00010%
6 0.02000% 0.00010%
0.02000% 0.00010%
8 0.02000% 0.00010%
9 0.02000% 0.00010%
11 0.02000% 0.00010%
15 0.02000% 0.00010%
15.1 0.02000% 0.00010%
15.2 0.02000% 0.00010%
0.02000% 0.00010%
20 0.02000% 0.00010%
21 0.02000% 0.00010%
22 0.02000% 0.00010%
23 0.02000% 0.00010%
24 0.02000% 0.00010%
26 0.02000% 0.00010%
31 0.02000% 0.00010%
33 0.02000% 0.00010%
33.1 0.02000% 0.00010%
33.2 0.02000% 0.00010%
36 0.02000% 0.00010%
36.1 0.02000% 0.00010%
36.2 0.02000% 0.00010%
39 0.02000% 0.00010%
41 0.02000% 0.00010%
47 0.02000% 0.00010%
48 0.02000% 0.00010%
48.1 0.02000% 0.00010%
48.2 0.02000% 0.00010%
51 0.02000% 0.00010%
0.02000% 0.00010%
54 0.02000% 0.00010%
55 0.02000% 0.00010%
56 0.02000% 0.00010%
57 0.02000% 0.00010%
58 0.02000% 0.00010%
59 0.02000% 0.00010%
62 0.02000% 0.00010%
63 0.02000% 0.00010%
67 0.02000% 0.00010%
71 0.02000% 0.00010%
72 0.02000% 0.00010%
78 0.02000% 0.00010%
84 0.02000% 0.00010%
85 0.02000% 0.00010%
91 0.02000% 0.00010%
91.1 0.02000% 0.00010%
91.2 0.02000% 0.00010%
97 0.02000% 0.00010%
99 0.02000% 0.00010%
117 0.02000% 0.00010%
122 0.02000% 0.00010%
124 0.02000% 0.00010%
130 0.02000% 0.00010%
131 0.02000% 0.00010%
138 0.02000% 0.00010%
142 0.02000% 0.00010%
145 0.02000% 0.00010%
148 0.02000% 0.00010%
152 0.02000% 0.00010%
168 0.02000% 0.00010%
171 0.02000% 0.00010%
175 0.02000% 0.00010%
177 0.02000% 0.00010%
183 0.02000% 0.00010%
186 0.02000% 0.00010%
188 0.02000% 0.00010%
191 0.02000% 0.00010%
192 0.02000% 0.00010%
5 0.00010%
7 0.02000% 0.00010%
7.1 0.00010%
7.2 0.00010%
7.3 0.00010%
7.4 0.00010%
12 0.00010%
13 0.02000% 0.00010%
14 0.02000% 0.00010%
17 0.00010%
19 0.00010%
25 0.02000% 0.00010%
0.00000% 0.00010%
27 0.00000% 0.00010%
28 0.00000% 0.00010%
29 0.00000% 0.00010%
30 0.00000% 0.00010%
32 0.02000% 0.00010%
34 0.02000% 0.00010%
38 0.02000% 0.00010%
42 0.00010%
43 0.02000% 0.00010%
44 0.00010%
45 0.02000% 0.00010%
46 0.00010%
46.1 0.00010%
46.2 0.00010%
50 0.02000% 0.00010%
52 0.02000% 0.00010%
53 0.02000% 0.00010%
61 0.00010%
64 0.02000% 0.00010%
65 0.00010%
66 0.00010%
68 0.02000% 0.00010%
69 0.00010%
69.1 0.00010%
69.2 0.00010%
69.3 0.00010%
69.4 0.00010%
69.5 0.00010%
70 0.02000% 0.00010%
73 0.02000% 0.00010%
74 0.02000% 0.00010%
75 0.00010%
76 0.02000% 0.00010%
77 0.02000% 0.00010%
79 0.00010%
80 0.02000% 0.00010%
81 0.02000% 0.00010%
82 0.02000% 0.00010%
83 0.02000% 0.00010%
86 0.02000% 0.00010%
87 0.00010%
89 0.00010%
94 0.00010%
95 0.02000% 0.00010%
100 0.00010%
101 0.02000% 0.00010%
102 0.00010%
104 0.00010%
105 0.02000% 0.00010%
107 0.00010%
108 0.02000% 0.00010%
109 0.00010%
110 0.02000% 0.00010%
111 0.00010%
112 0.02000% 0.00010%
113 0.02000% 0.00010%
114 0.02000% 0.00010%
114.1 0.00010%
114.2 0.00010%
115 0.02000% 0.00010%
120 0.02000% 0.00010%
119 0.00010%
118 0.02000% 0.00010%
123 0.00010%
125 0.02000% 0.00010%
126 0.02000% 0.00010%
127 0.02000% 0.00010%
128 0.02000% 0.00010%
133 0.02000% 0.00010%
134 0.02000% 0.00010%
135 0.02000% 0.00010%
136 0.02000% 0.00010%
137 0.02000% 0.00010%
139 0.02000% 0.00010%
141 0.00010%
143 0.02000% 0.00010%
144 0.02000% 0.00010%
147 0.00010%
149 0.02000% 0.00010%
150 0.00010%
153 0.02000% 0.00010%
154 0.02000% 0.00010%
155 0.00010%
157 0.00010%
158 0.02000% 0.00010%
160 0.02000% 0.00010%
161 0.00010%
162 0.02000% 0.00010%
163 0.00010%
164 0.02000% 0.00010%
166 0.00010%
167 0.02000% 0.00010%
169 0.00010%
170 0.02000% 0.00010%
172 0.02000% 0.00010%
173 0.00010%
174 0.02000% 0.00010%
178 0.00010%
179 0.00010%
180 0.02000% 0.00010%
181 0.02000% 0.00010%
184 0.00010%
185 0.00010%
189 0.02000% 0.00010%
197 0.02000% 0.00010%
196 0.03000% 0.00010%
187 0.08000% 0.00010%
49 0.03000% 0.00010%
156 0.08000% 0.00010%
37 0.05000% 0.00010%
129 0.03000% 0.00010%
165 0.03000% 0.00010%
96 0.08000% 0.00010%
98 0.08000% 0.00010%
35 0.04000% 0.00010%
121 0.06000% 0.00010%
18 0.05000% 0.00010%
10 0.03000% 0.00010%
106 0.03000% 0.00010%
190 0.08000% 0.00010%
40 0.05000% 0.00010%
159 0.03000% 0.00010%
146 0.03000% 0.00010%
116 0.06000% 0.00010%
140 0.03000% 0.00010%
193 0.03000% 0.00010%
93 0.06000% 0.00010%
132 0.05000% 0.00010%
60 0.05000% 0.00010%
182 0.08000% 0.00010%
103 0.03000% 0.00010%
92 0.03000% 0.00010%
90 0.03000% 0.00010%
194 0.03000% 0.00010%
176 0.03000% 0.00010%
151 0.03000% 0.00010%
88 0.05000% 0.00010%
16 0.03000% 0.00010%
195 0.03000% 0.00010%
Annex ID Guarantor Group
- -------- ---------------------------------------------------------------------------------------------------------------- -----
157 137 138
1 Stellar Management and Rockpoint 2A
2 The Macerich Partnership, L.P. 1
3 Equity Office and Macquarie 1
4 HEI Hospitality Fund, L.P. 1
6 Cornerstone Real Estate Advisors LLC 1
Ezra Beyman; Sam Weiss 2B
8 Ezra Beyman; Sam Weiss 2B
9 Ezra Beyman; Sam Weiss 2B
11 Maguire Properties - Stadium Gateway, LP 1
15 Shorenstein Realty Investors Seven, LP 1
15.1 Shorenstein Realty Investors Seven, LP 1
15.2 Shorenstein Realty Investors Seven, LP 1
Windsor Investment Company, Inc. 1
20 Windsor Investment Company, Inc. 1
21 Windsor Investment Company, Inc. 1
22 Windsor Investment Company, Inc. 1
23 Windsor Investment Company, Inc. 1
24 Windsor Investment Company, Inc. 1
26 Charlene K. Getz, Robert L. Keen, John Radtke, Irwin Salin, David E. Madje and Patricia Ann Madje, John Saunders 2B
31 L. Robert Lieb, Michael Sleeve 1
33 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC 2B
33.1 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC 2B
33.2 Mission Residential, LLC; Finlay Partners, LLC; Mission Nashville Leaseco, LLC 2B
36 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP 2B
36.1 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP 2B
36.2 Mission Residential, LLC; Finlay Partners, LLC, Mission NE Dallas Leaseco, LP 2B
39 BNP Residential Properties, Inc. 1
41 Indian Lakes Management III, LLC 2B
47 Mission Residential, LLC 2B
48 Kenneth L. Shimm 1
48.1 Kenneth L. Shimm 1
48.2 Kenneth L. Shimm 1
51 Nathan Shmalo; Frederick S. Fish 1
Wilkinson Group, Inc., CGR Realty Investors LLC 2B
54 Wilkinson Group, Inc., CGR Realty Investors LLC 2B
55 Wilkinson Group, Inc., CGR Realty Investors LLC 2B
56 Wilkinson Group, Inc., CGR Realty Investors LLC 2B
57 Wilkinson Group, Inc., CGR Realty Investors LLC 2B
58 Mark Frost; Jess Frost 1
59 Michael Grunberg and Fanny Grunberg 1
62 Brandywine Operating Partnership, LP / International Business Machines Corporation 1
63 Stephen A. Blumenthal; Carlos Lopez-Cantera 1
67 Leslie Dunn; Stephen A. Kollins 1
71 Trylons 42, L.L.C. c/o Tishman Speyer Properties, L.P. 1
72 BNP Residential Properties, Inc. 2B
78 David F. Couch; Robert C. Collett; Charlie J. Dulin, Jr.; George Cornelson 2B
84 Kenneth L. Shimm 1
85 Bresler & Reiner, Inc. 1
91 Gunther Lehmann 1
91.1 Gunther Lehmann 1
91.2 Gunther Lehmann 1
97 BNP Residential Properties, Inc. 1
99 Paul Makarechian 1
117 Lawrence S. Connor 2A
122 Andrew L. Miller 1
124 Billerica Road, LLC 1
130 Thomas F. Taft 2B
131 C. Joseph Blackbourn 1
138 H.J. Howard 2B
142 Tucker Farms, Inc.; Ralph C Tucker, Jr. 1
145 David Bawabeh 1
148 Aby Rosen & Michael Fuchs 1
152 David M. Dufenhorst 1
168 Elaine G. Milestone 1
171 Craig Burrows and Juliana Burrows 1
175 Philip H. Davis 1
177 Iraj Shamtoubi 1
183 Michael J. Sidley 1
186 Tara Close Apartments Corp. 2B
188 Robert M. Gibbs 1
191 D. Scott McLain; Naranjana Patel; Terrell A. Miller; Geraldine P. McLain 1
192 3165 Owners Corp. 2B
5 Hyun J. Um & Rock Pointe Properties LLC 1
7 Corporate Office Properties, L.P. 1
7.1 1
7.2 1
7.3 1
7.4 1
12 Behringer Harvard REIT I, Inc. 1
13 None 1
14 Borrower and each of Jerold E. Williamson and Frank W. Mondell, Jr. 1
17 Herbert Krasnow, Harvey Schussler and Jesse Krasnow 1
19 None 1
25 None 1
Ruben Poplawski 1
27 Ruben Poplawski 1
28 Ruben Poplawski 1
29 Ruben Poplawski 1
30 Ruben Poplawski 1
32 None 1
34 Russell Wilkinson and each TIC (Partition and Bankruptcy) 2B
38 DLC Management Corporation and Delphi Commercial Properties, Inc. 1
42 Bradley N. Blake and L. Gerald Hunt 1
43 Alfonso A. Costa 1
44 Luke V. McCarthy and Michael W. Palmer 2B
45 Chad Christensen, Cottonwood Capital, LLC 2B
46 Carlton P. Cabot & Cabot Trafalgar/Avion Leasco LLC, a Delaware limited liability company 1
& individual TIC sponsors for each TIC borrower
46.1 1
46.2 1
50 None 1
52 Joel Buchanan and individuals listed on Exhibit A to Guaranty 1
53 Joseph A. Sutton, Jr. and Robert I. Scheer 1
61 Ronald and Claudine Gray 2B
64 None 1
65 Michael H. Mugel 1
66 Robert D. Scinto 1
68 Spirit Finance Corporation, guaranty is full recourse 1
69 Supertel Hospitality, Inc. 1
69.1 1
69.2 1
69.3 1
69.4 1
69.5 1
70 Tom Delahanty 1
73 Russell Wilkinson 2B
74 James Haddad, Jeffery Gindi and Raymond Gindi 1
75 Thomas G. Kappler and Jeffrey H. Berman 1
76 Mark G. Caldwell 1
77 Direct Invest, L.L.C. 1
79 R. Dixon H. Harvey, Jr. 1
80 Richard A. Hayden, Yee Ling Hayden 2B
81 Sunil Bhojwani and Ramesh Bhojwani 1
82 Thomas J. Thomson 2B
83 Chad Christensen, Cottonwood Capital, LLC 2B
86 Ronald Turner 1
87 James M. Clark 1
89 Samuel Feinerman and The Lembo Family Trust Dated April 19, 1990 1
94 Myles D. Sampson 2B
95 None 1
100 Charles R. Collier 1
101 Hall Phoenix Inwood, Ltd. and Hall Financial Group 2B
102 Clifford B. Sutherland, Dan L. Shearer, III and Steven B. Soloman 2B
104 Jeffery S. Novick 1
105 Timothy P. Nagy, Adolph V. Lombardi, MD and Gerald M. Rosenberg, MD 1
107 RAMCO/LION VENTURE L.P., a Delaware limited partnership 1
108 J. Patrick Davis, Richard E. Fitzpatrick, James T. Hay, Gary Marx, Margaret Marx, 1
Laura W. Nathanson, James F. Quigley
109 Ratnam V. Patel and Pranav V. Patel 1
110 Nathan Leanse 1
111 Jonathan Parker and Thomas M. Monahan 1
112 Direct Invest, L.L.C. 1
113 David Israel 1
114 Eri S. Kroh, Gregory A. Sackler, John B. Bertram 1
114.1 1
114.2 1
115 None 1
120 H.K. Thakkar and Dilip Desai 1
119 Thomas W. Staed 1
118 Dante Massaro, Will Obeid, Christopher LaMack 1
123 Naty Saidoff 1
125 Malcolm MacNaughton 2B
126 Sofran Old Properties, a Delaware limited partnership 1
127 Steven A. Cohen 1
128 Peter Palandjian 1
133 Dominic Guadagno and Severina Guadagno 1
134 Francis Greenburger 1
135 Roger Saunders 1
136 Anthony Mammon, Laurence Mammon, Michael Mammon 1
137 Larry L. Nifong 1
139 Patrick A. Baldoni 1
141 Robert H. Johnson 1
143 Robert T. Rasmussen, Philip Corcoran, Charles Wolande 1
144 Roger Saunders 1
147 James A. Rudolph and Willim C. Rudolph 1
149 Larry L. Nifong 1
150 Rodney Freeman 1
153 Patrick J. Kelly, Paul J. Howe 1
154 Keith D. Stephens 1
155 Steve Berzansky, David Peery 1
157 Louis Schainuck 1
158 Moshen Sharif, Albert Minoofar and Mark Vakili 1
160 Keith D. Stephens 1
161 Thomas W. Staed 1
162 Keith D. Stephens 1
163 Pierre Heafey and Gino Falsetto 1
164 Keith D. Stephens 1
166 Jeffery Wysong 2B
167 Neil D. Ginsberg and W. Leonard Blevins 2B
169 David C. Nutting, Charles C. Wallace, James E. Herr 1
170 Neil D. Ginsberg and W. Leonard Blevins 2B
172 David Israel 1
173 Rubin Salant 1
174 Greg Manocherian 1
178 Malka Shalit and Jesse Krasnow 1
179 Gary Eplan and David Barr 1
180 Penelope M. Glassmeyer 1
181 Andrew Hochberg, Marc Blum and Robert Caplin 1
184 Joseph S. Mezistrano and Stanley L. Sidell 1
185 Roger Miller, Marilyn Miller, Owen Carlson, Juanita Carlson and Marilyn Carlson 1
189 Malcolm MacNaughton 2B
197 Keith D. Stephens 1
196 Herald M. Hersch, Jeffrey Laruen, Marc Silverman 2B
187 Bruce I. Ash 1
49 Douglas M. Etkin, James A. Ketal 1
156 Donald C. Slawson 1
37 Clint W. Roberts, Norman C. Roberts, Evelyn C. Roberts 1
129 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden 1
165 David Roberts 1
96 Dellisart Lodging, LLC, Douglas E. Artusio 1
98 Glenshire Group, LLC, Douglas E. Artusio 1
35 Warren Tank Development Associates,L.L.C. 1
121 Chris A. Bowden, Charles P. Gendron, Daniel E. Smith 2B
18 Michael B. Smuck 2B
10 CB Richard Ellis Investors/U.S. Advisor, LLC 1
106 B.F. Saul Real Estate Investment Trust 1
190 Randy I. Westby 2B
40 MBS Strategic Acquisitions, LLC, CB Richard Ellis Investors/U.S. Advisor, LLC, 1
Carl Resnikoff, Charles W. Bushar, III, Weldon Theobald, Wayne Corn, Thomas Darnell,
Melvin John Karaffa, Sultan Jain, Steven F. Scott, Michael J. Scott, Romano Romani,
Norm and Norma Ortman, Michael O'Brien, Michael E. Horejsi, Patricia H. Horejsi,
Joel and Deborah Dyar, Edmond F. Brovelli, Donald Hodge
159 Michael S. Purzycki 2B
146 Anthony DiGiorgio 1
116 AMT Partners 1
140 Marvin Lustbader, Howard Ruskin 1
193 John Rosenberg, Linda A. Green, Alfred Kahn, III 2B
93 Gregory L. Butcher, William B. Armstrong 1
132 James R. Stokes 1
60 CB Richard Ellis Investors/U.S. Advisor, LLC 2B
182 David E. Noon, H. Richard Noon 1
103 Douglas M. Etkin, James A. Ketai 1
92 Coporex Realty & Investment, LLC 1
90 Corporex Realty & Investment, LLC 1
194 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden 1
176 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden 1
151 Michael F. Lackland, Bruce W. Lackland, Linda Lackland Von Thaden 1
88 Julius J. Szabo 1
16 Newmark Merrill Companies, LLC 1
195 Phuoc B. Vu, Hoan T. Le 1
Annex ID %CurrBal Group1% Group2A% Group2B% Cut-off Balance / SF Maturity Balance / SF Original Lockout Period
- -------- -------- ------- -------- -------- -------------------- --------------------- -----------------------
157 139 140 141 142 143 144 145
1 9.81% 0.00% 97.40% 0.00% 93,138.78 93,138.78 24
2 4.09% 5.60% 0.00% 0.00% 170.43 170.43 26
3 2.52% 3.45% 0.00% 0.00% 119.14 119.14 26
4 2.35% 3.22% 0.00% 0.00% 248,275.86 248,275.86 27
6 2.12% 2.91% 0.00% 0.00% 213.50 213.50 23
1.98% 0.00% 0.00% 11.69% 93,149.00 86,862.28 27
8 1.26% 0.00% 0.00% 7.42% 96,491.23 89,978.94 27
9 0.72% 0.00% 0.00% 4.27% 87,857.14 81,927.58 27
11 1.70% 2.33% 0.00% 0.00% 190.60 190.60 18
15 1.30% 1.77% 0.00% 0.00% 237.02 237.02 26
15.1 0.80% 1.10% 0.00% 0.00% 234.89 0.00 0
15.2 0.50% 0.68% 0.00% 0.00% 240.55 0.00 0
1.01% 1.39% 0.00% 0.00% 59.61 53.35 25
20 0.48% 0.65% 0.00% 0.00% 64.64 57.85 25
21 0.16% 0.22% 0.00% 0.00% 101.04 90.43 25
22 0.14% 0.20% 0.00% 0.00% 130.61 116.90 25
23 0.12% 0.16% 0.00% 0.00% 38.30 34.28 25
24 0.11% 0.16% 0.00% 0.00% 29.66 26.55 25
26 1.00% 0.00% 0.00% 5.92% 53,671.33 49,632.49 26
31 0.97% 1.33% 0.00% 0.00% 108.49 96.61 29
33 0.93% 0.00% 0.00% 5.51% 44,067.80 41,068.90 25
33.1 0.50% 0.00% 0.00% 2.97% 44,067.80 0.00 0
33.2 0.43% 0.00% 0.00% 2.55% 44,067.80 0.00 0
36 0.87% 0.00% 0.00% 5.14% 60,022.52 55,762.38 27
36.1 0.46% 0.00% 0.00% 2.68% 62,150.19 0.00 0
36.2 0.42% 0.00% 0.00% 2.45% 57,856.17 0.00 0
39 0.77% 1.06% 0.00% 0.00% 65,833.33 63,177.19 26
41 0.72% 0.00% 0.00% 4.24% 69,932.43 63,558.24 26
47 0.65% 0.00% 0.00% 3.86% 48,076.92 44,716.01 26
48 0.65% 0.90% 0.00% 0.00% 193.86 193.86 25
48.1 0.56% 0.77% 0.00% 0.00% 193.15 0.00 0
48.2 0.09% 0.12% 0.00% 0.00% 198.38 0.00 0
51 0.62% 0.85% 0.00% 0.00% 221.11 205.67 25
0.58% 0.00% 0.00% 3.43% 23,298.43 20,850.70 25
54 0.20% 0.00% 0.00% 1.21% 29,575.47 26,468.28 25
55 0.15% 0.00% 0.00% 0.90% 19,745.76 17,671.28 25
56 0.14% 0.00% 0.00% 0.85% 24,444.44 21,876.32 25
57 0.08% 0.00% 0.00% 0.48% 18,161.76 16,253.69 25
58 0.57% 0.77% 0.00% 0.00% 229.67 209.78 25
59 0.56% 0.76% 0.00% 0.00% 221.86 206.28 25
62 0.54% 0.74% 0.00% 0.00% 110.67 103.17 25
63 0.54% 0.74% 0.00% 0.00% 156.28 131.46 24
67 0.51% 0.69% 0.00% 0.00% 207.91 191.61 24
71 0.46% 0.63% 0.00% 0.00% 489.63 489.63 27
72 0.46% 0.00% 0.00% 2.69% 52,840.91 50,708.96 26
78 0.42% 0.00% 0.00% 2.51% 49,242.42 45,729.48 26
84 0.39% 0.54% 0.00% 0.00% 125.16 125.16 25
85 0.39% 0.53% 0.00% 0.00% 133.81 117.53 25
91 0.35% 0.47% 0.00% 0.00% 87.94 79.57 25
91.1 0.20% 0.28% 0.00% 0.00% 73.23 0.00 0
91.2 0.14% 0.20% 0.00% 0.00% 122.69 0.00 0
97 0.33% 0.45% 0.00% 0.00% 59,011.63 56,630.71 26
99 0.33% 0.45% 0.00% 0.00% 217.91 217.91 26
117 0.26% 0.00% 2.60% 0.00% 41,237.11 39,046.64 26
122 0.25% 0.35% 0.00% 0.00% 225.59 189.23 26
124 0.25% 0.34% 0.00% 0.00% 67.64 67.64 26
130 0.24% 0.00% 0.00% 1.40% 60,416.67 56,100.52 25
131 0.24% 0.32% 0.00% 0.00% 28,800.00 27,742.17 24
138 0.21% 0.00% 0.00% 1.23% 100,000.00 92,132.95 26
142 0.20% 0.28% 0.00% 0.00% 45,482.16 38,133.05 26
145 0.19% 0.26% 0.00% 0.00% 310.10 261.15 26
148 0.18% 0.25% 0.00% 0.00% 549.29 492.03 26
152 0.17% 0.24% 0.00% 0.00% 6,455.54 5,661.19 25
168 0.15% 0.21% 0.00% 0.00% 102.08 85.45 25
171 0.14% 0.20% 0.00% 0.00% 79.60 67.32 24
175 0.14% 0.19% 0.00% 0.00% 247.19 247.19 24
177 0.14% 0.19% 0.00% 0.00% 259.27 236.89 26
183 0.12% 0.17% 0.00% 0.00% 128.71 107.96 25
186 0.12% 0.00% 0.00% 0.69% 36,274.91 30,142.29 26
188 0.11% 0.16% 0.00% 0.00% 116,391.18 97,316.28 26
191 0.10% 0.14% 0.00% 0.00% 60.13 50.66 24
192 0.10% 0.00% 0.00% 0.58% 27,234.00 22,683.31 25
5 2.30% 3.15% 0.00% 0.00% 124.41 103.35 27
7 1.99% 2.73% 0.00% 0.00% 90.81 82.55 29
7.1 0.91% 1.25% 0.00% 0.00% 78.64 0
7.2 0.50% 0.69% 0.00% 0.00% 105.96 0
7.3 0.36% 0.49% 0.00% 0.00% 93.64 0
7.4 0.22% 0.31% 0.00% 0.00% 122.74 0
12 1.65% 2.26% 0.00% 0.00% 151.23 139.64 26
13 1.44% 1.97% 0.00% 0.00% 136.98 126.88 29
14 1.41% 1.93% 0.00% 0.00% 167.13 153.50 27
17 1.24% 1.70% 0.00% 0.00% 365.64 365.64 27
19 1.04% 1.42% 0.00% 0.00% 105.24 94.32 12
25 1.01% 1.39% 0.00% 0.00% 155.42 133.23 11
0.97% 1.33% 0.00% 0.00% 28
27 0.29% 0.39% 0.00% 0.00% 122.25 108.90 28
28 0.26% 0.36% 0.00% 0.00% 117.36 104.55 28
29 0.23% 0.31% 0.00% 0.00% 122.63 109.23 28
30 0.20% 0.27% 0.00% 0.00% 87.94 78.34 28
32 0.94% 1.29% 0.00% 0.00% 105.15 105.15 29
34 0.93% 0.00% 0.00% 5.51% 79,444.44 71,331.79 25
38 0.78% 1.07% 0.00% 0.00% 114.72 106.42 26
42 0.71% 0.97% 0.00% 0.00% 349.89 310.93 26
43 0.69% 0.94% 0.00% 0.00% 174.50 154.41 28
44 0.69% 0.00% 0.00% 4.05% 64,814.81 57,772.87 30
45 0.68% 0.00% 0.00% 4.00% 64,043.21 58,146.56 27
46 0.67% 0.92% 0.00% 0.00% 121.79 111.17 27
46.1 0.37% 0.51% 0.00% 0.00% 115.58 0
46.2 0.30% 0.40% 0.00% 0.00% 130.07 0
50 0.64% 0.87% 0.00% 0.00% 74.13 64.14 28
52 0.62% 0.85% 0.00% 0.00% 205.19 190.75 27
53 0.58% 0.80% 0.00% 0.00% 175.03 161.67 29
61 0.55% 0.00% 0.00% 3.25% 65,310.08 59,276.15 29
64 0.53% 0.73% 0.00% 0.00% 118.86 118.86 28
65 0.51% 0.71% 0.00% 0.00% 151.48 132.04 27
66 0.51% 0.70% 0.00% 0.00% 98.98 66.80 30
68 0.51% 0.69% 0.00% 0.00% 66.75 62.45 27
69 0.48% 0.66% 0.00% 0.00% 33,280.83 25,891.33 28
69.1 0.14% 0.20% 0.00% 0.00% 34,526.56 0
69.2 0.12% 0.16% 0.00% 0.00% 29,583.41 0
69.3 0.10% 0.14% 0.00% 0.00% 49,662.74 0
69.4 0.07% 0.09% 0.00% 0.00% 28,571.51 0
69.5 0.05% 0.07% 0.00% 0.00% 26,876.31 0
70 0.47% 0.64% 0.00% 0.00% 163.45 138.27 29
73 0.45% 0.00% 0.00% 2.65% 65,813.40 57,330.18 28
74 0.45% 0.61% 0.00% 0.00% 1,229.21 1,139.52 29
75 0.43% 0.59% 0.00% 0.00% 78.18 70.19 28
76 0.43% 0.59% 0.00% 0.00% 239.92 203.60 28
77 0.43% 0.59% 0.00% 0.00% 100.30 84.35 30
79 0.42% 0.58% 0.00% 0.00% 159.07 131.39 28
80 0.42% 0.00% 0.00% 2.45% 50,880.00 45,497.00 26
81 0.41% 0.56% 0.00% 0.00% 416.65 366.04 27
82 0.41% 0.00% 0.00% 2.41% 48,828.13 45,117.98 28
83 0.40% 0.00% 0.00% 2.39% 26,555.79 23,512.74 29
86 0.38% 0.52% 0.00% 0.00% 205.08 178.12 31
87 0.37% 0.51% 0.00% 0.00% 131.80 117.09 29
89 0.36% 0.49% 0.00% 0.00% 64.96 57.75 29
94 0.34% 0.00% 0.00% 2.01% 30,860.53 26,916.53 41
95 0.34% 0.46% 0.00% 0.00% 128.56 128.56 29
100 0.33% 0.45% 0.00% 0.00% 125.21 115.85 26
101 0.33% 0.00% 0.00% 1.93% 34,722.22 30,079.44 29
102 0.33% 0.00% 0.00% 1.93% 76,923.08 66,771.52 29
104 0.33% 0.45% 0.00% 0.00% 192.69 160.73 30
105 0.31% 0.43% 0.00% 0.00% 162.59 139.21 25
107 0.30% 0.42% 0.00% 0.00% 69.12 63.75 30
108 0.30% 0.41% 0.00% 0.00% 80.06 71.47 27
109 0.29% 0.40% 0.00% 0.00% 73,538.31 56,706.02 26
110 0.29% 0.40% 0.00% 0.00% 69.32 64.20 30
111 0.29% 0.39% 0.00% 0.00% 257.16 225.82 29
112 0.28% 0.38% 0.00% 0.00% 93.06 81.68 30
113 0.27% 0.37% 0.00% 0.00% 63.87 56.66 28
114 0.27% 0.37% 0.00% 0.00% 90.52 83.77 28
114.1 0.13% 0.18% 0.00% 0.00% 0
114.2 0.13% 0.18% 0.00% 0.00% 0
115 0.27% 0.37% 0.00% 0.00% 129.49 108.21 27
120 0.26% 0.36% 0.00% 0.00% 75,708.17 48,797.60 28
119 0.26% 0.36% 0.00% 0.00% 60,226.89 46,146.81 28
118 0.26% 0.36% 0.00% 0.00% 104.85 95.79 30
123 0.25% 0.35% 0.00% 0.00% 76.37 64.50 27
125 0.24% 0.00% 0.00% 1.42% 46,152.32 38,350.79 28
126 0.24% 0.33% 0.00% 0.00% 133.99 112.44 28
127 0.24% 0.33% 0.00% 0.00% 174.78 152.77 28
128 0.24% 0.33% 0.00% 0.00% 75.44 63.58 28
133 0.22% 0.30% 0.00% 0.00% 340.00 296.48 27
134 0.22% 0.30% 0.00% 0.00% 59.35 49.63 27
135 0.22% 0.30% 0.00% 0.00% 160.82 134.65 33
136 0.21% 0.29% 0.00% 0.00% 69.93 58.87 27
137 0.21% 0.29% 0.00% 0.00% 211.23 175.03 31
139 0.21% 0.29% 0.00% 0.00% 118.23 89.54 29
141 0.20% 0.28% 0.00% 0.00% 158.12 140.85 29
143 0.20% 0.28% 0.00% 0.00% 121.87 101.49 28
144 0.19% 0.26% 0.00% 0.00% 169.48 141.90 33
147 0.18% 0.25% 0.00% 0.00% 119.79 104.35 28
149 0.18% 0.25% 0.00% 0.00% 100.08 82.23 28
150 0.18% 0.24% 0.00% 0.00% 134.38 116.77 28
153 0.17% 0.24% 0.00% 0.00% 184.03 161.05 28
154 0.17% 0.24% 0.00% 0.00% 50,482.69 38,688.66 30
155 0.17% 0.23% 0.00% 0.00% 388.98 324.79 29
157 0.17% 0.23% 0.00% 0.00% 154.66 130.53 26
158 0.17% 0.23% 0.00% 0.00% 121.52 112.51 25
160 0.16% 0.22% 0.00% 0.00% 54,030.97 42,048.02 28
161 0.16% 0.22% 0.00% 0.00% 52,302.30 40,074.86 28
162 0.16% 0.22% 0.00% 0.00% 50,030.49 38,342.10 30
163 0.16% 0.21% 0.00% 0.00% 517.68 435.45 28
164 0.16% 0.21% 0.00% 0.00% 48,519.36 37,184.02 30
166 0.15% 0.00% 0.00% 0.90% 94,897.96 82,706.40 28
167 0.15% 0.00% 0.00% 0.89% 33,623.19 33,623.19 32
169 0.15% 0.21% 0.00% 0.00% 63.80 53.96 27
170 0.15% 0.00% 0.00% 0.86% 38,956.52 38,956.52 32
172 0.14% 0.20% 0.00% 0.00% 257.01 227.61 31
173 0.14% 0.20% 0.00% 0.00% 60.59 50.39 30
174 0.14% 0.19% 0.00% 0.00% 312.20 236.71 29
178 0.13% 0.18% 0.00% 0.00% 225.38 189.34 31
179 0.13% 0.18% 0.00% 0.00% 127.57 107.30 31
180 0.13% 0.18% 0.00% 0.00% 258.24 196.31 27
181 0.13% 0.17% 0.00% 0.00% 54.17 48.31 30
184 0.12% 0.17% 0.00% 0.00% 299.46 252.19 28
185 0.12% 0.17% 0.00% 0.00% 81.01 35.49 30
189 0.11% 0.00% 0.00% 0.66% 35,677.99 29,693.08 28
197 0.07% 0.10% 0.00% 0.00% 35,599.82 27,282.80 30
196 0.08% 0.00% 0.00% 0.48% 20,545.52 13,987.31 36
187 0.11% 0.16% 0.00% 0.00% 197.79 166.42 36
49 0.65% 0.89% 0.00% 0.00% 188.36 124.40 36
156 0.17% 0.23% 0.00% 0.00% 41,807.22 32,465.67 35
37 0.81% 1.11% 0.00% 0.00% 211.32 176.57 36
129 0.24% 0.32% 0.00% 0.00% 6,303.65 4,077.48 36
165 0.15% 0.21% 0.00% 0.00% 55,115.68 47,008.20 59
96 0.34% 0.46% 0.00% 0.00% 87,101.30 74,139.41 35
98 0.33% 0.45% 0.00% 0.00% 83,570.74 71,134.25 35
35 0.88% 1.20% 0.00% 0.00% 100.17 83.25 36
121 0.25% 0.00% 0.00% 1.50% 59,919.12 50,656.54 36
18 1.08% 0.00% 0.00% 6.38% 76,267.28 67,851.32 35
10 1.80% 2.46% 0.00% 0.00% 174.92 161.86 36
106 0.31% 0.42% 0.00% 0.00% 69,128.65 53,539.24 36
190 0.11% 0.00% 0.00% 0.63% 45,037.08 37,976.68 36
40 0.73% 1.01% 0.00% 0.00% 124,171.27 111,130.41 36
159 0.17% 0.00% 0.00% 0.98% 60,506.75 51,066.80 36
146 0.19% 0.25% 0.00% 0.00% 84.81 71.84 36
116 0.26% 0.36% 0.00% 0.00% 68.14 58.51 26
140 0.21% 0.28% 0.00% 0.00% 99.43 87.25 36
193 0.09% 0.00% 0.00% 0.55% 39,583.33 35,283.65 27
93 0.34% 0.47% 0.00% 0.00% 170.91 143.94 36
132 0.23% 0.32% 0.00% 0.00% 174.67 156.78 36
60 0.56% 0.00% 0.00% 3.28% 47,222.22 43,280.41 36
182 0.12% 0.17% 0.00% 0.00% 53.56 45.05 36
103 0.33% 0.45% 0.00% 0.00% 154.72 138.28 36
92 0.34% 0.47% 0.00% 0.00% 70,000.00 61,651.66 36
90 0.36% 0.49% 0.00% 0.00% 91,666.67 80,734.32 36
194 0.09% 0.12% 0.00% 0.00% 3,591.40 22.58 36
176 0.14% 0.19% 0.00% 0.00% 6,531.44 4,224.83 36
151 0.17% 0.24% 0.00% 0.00% 5,976.07 3,865.59 36
88 0.37% 0.51% 0.00% 0.00% 97.29 85.40 36
16 1.27% 1.75% 0.00% 0.00% 108.82 97.55 25
195 0.09% 0.12% 0.00% 0.00% 146.47 124.49 36
Annex ID Original Defeasance Period Total Effective Lockout Original YM Period Open Period
- -------- -------------------------- ----------------------- ------------------ -----------
157 146 147 148 149
1 0 24 32 4
2 29 55 0 5
3 89 115 0 5
4 29 56 0 4
6 0 23 93 4
89 116 0 4
8 89 116 0 4
9 89 116 0 4
11 0 18 89 13
15 54 80 0 4
15.1 0 0 0 0
15.2 0 0 0 0
0 25 88 7
20 0 25 88 7
21 0 25 88 7
22 0 25 88 7
23 0 25 88 7
24 0 25 88 7
26 90 116 0 4
31 87 116 0 4
33 91 116 0 4
33.1 0 0 0 0
33.2 0 0 0 0
36 89 116 0 4
36.1 0 0 0 0
36.2 0 0 0 0
39 90 116 0 4
41 90 116 0 4
47 90 116 0 4
48 91 116 0 4
48.1 0 0 0 0
48.2 0 0 0 0
51 91 116 0 4
91 116 0 4
54 91 116 0 4
55 91 116 0 4
56 91 116 0 4
57 91 116 0 4
58 91 116 0 4
59 82 107 0 13
62 89 114 0 6
63 92 116 0 4
67 92 116 0 4
71 89 116 0 4
72 90 116 0 4
78 90 116 0 4
84 91 116 0 4
85 91 116 0 4
91 31 56 0 4
91.1 0 0 0 0
91.2 0 0 0 0
97 90 116 0 4
99 30 56 0 4
117 30 56 0 4
122 90 116 0 4
124 0 26 69 25
130 91 116 0 4
131 32 56 0 4
138 69 95 0 4
142 90 116 0 4
145 90 116 0 4
148 90 116 0 4
152 91 116 0 4
168 91 116 0 4
171 92 116 0 4
175 92 116 0 4
177 88 114 0 6
183 91 116 0 4
186 90 116 0 4
188 90 116 0 4
191 92 116 0 4
192 91 116 0 4
5 89 116 0 4
7 89 118 0 2
7.1 0 0 0 0
7.2 0 0 0 0
7.3 0 0 0 0
7.4 0 0 0 0
12 90 116 0 4
13 88 117 0 3
14 90 117 0 3
17 90 117 0 3
19 0 12 104 4
25 0 11 122 4
89 117 0 3
27 89 117 0 3
28 89 117 0 3
29 89 117 0 3
30 89 117 0 3
32 0 29 88 3
34 92 117 0 3
38 90 116 0 4
42 91 117 0 3
43 89 117 0 3
44 86 116 0 4
45 89 116 0 4
46 90 117 0 3
46.1 0 0 0 0
46.2 0 0 0 0
50 89 117 0 3
52 86 113 0 7
53 88 117 0 3
61 0 29 88 3
64 0 28 89 3
65 90 117 0 3
66 147 177 0 3
68 30 57 0 3
69 89 117 0 3
69.1 0 0 0 0
69.2 0 0 0 0
69.3 0 0 0 0
69.4 0 0 0 0
69.5 0 0 0 0
70 88 117 0 3
73 89 117 0 3
74 88 117 0 3
75 89 117 0 3
76 89 117 0 3
77 87 117 0 3
79 88 116 0 4
80 91 117 0 3
81 90 117 0 3
82 89 117 0 3
83 87 116 0 4
86 0 31 86 3
87 88 117 0 3
89 88 117 0 3
94 76 117 0 3
95 0 29 88 3
100 91 117 0 3
101 87 116 0 4
102 88 117 0 3
104 87 117 0 3
105 92 117 0 3
107 87 117 0 3
108 90 117 0 3
109 91 117 0 3
110 51 81 0 3
111 88 117 0 3
112 87 117 0 3
113 89 117 0 3
114 89 117 0 3
114.1 0 0 0 0
114.2 0 0 0 0
115 89 116 0 4
120 89 117 0 3
119 89 117 0 3
118 87 117 0 3
123 90 117 0 3
125 89 117 0 3
126 89 117 0 3
127 89 117 0 3
128 89 117 0 3
133 90 117 0 3
134 90 117 0 3
135 0 33 85 2
136 90 117 0 3
137 86 117 0 3
139 88 117 0 3
141 88 117 0 3
143 89 117 0 3
144 0 33 85 2
147 89 117 0 3
149 89 117 0 3
150 88 116 0 4
153 89 117 0 3
154 87 117 0 3
155 88 117 0 3
157 91 117 0 3
158 92 117 0 3
160 89 117 0 3
161 89 117 0 3
162 87 117 0 3
163 89 117 0 3
164 87 117 0 3
166 89 117 0 3
167 85 117 0 3
169 90 117 0 3
170 85 117 0 3
172 86 117 0 3
173 87 117 0 3
174 146 175 0 5
178 85 116 0 4
179 86 117 0 3
180 89 116 0 4
181 0 30 87 3
184 89 117 0 3
185 87 117 0 3
189 89 117 0 3
197 87 117 0 3
196 176 212 0 4
187 81 117 0 3
49 116 152 0 4
156 0 35 81 4
37 80 116 0 4
129 80 116 0 4
165 0 59 58 3
96 0 35 81 4
98 0 35 81 4
35 80 116 0 4
121 80 116 0 4
18 0 35 81 4
10 80 116 0 4
106 81 117 0 3
190 81 117 0 3
40 80 116 0 4
159 80 116 0 4
146 80 116 0 4
116 114 140 0 4
140 80 116 0 4
193 90 117 0 3
93 80 116 0 4
132 81 117 0 3
60 81 117 0 3
182 80 116 0 4
103 80 116 0 4
92 80 116 0 4
90 80 116 0 4
194 80 116 0 4
176 80 116 0 4
151 80 116 0 4
88 80 116 0 4
16 91 116 0 4
195 81 117 0 3
Annex ID Remaining Lockout Period Remaining Defeasance Period Total Remaining Lockout Remaining YM Period
- -------- ------------------------ --------------------------- ----------------------- -------------------
157 150 151 152 153
1 19 0 19 32
2 24 29 53 0
3 24 89 113 0
4 24 29 53 0
6 21 0 21 93
24 89 113 0
8 24 89 113 0
9 24 89 113 0
11 17 0 17 89
15 24 54 78 0
15.1 0 0 0 0
15.2 0 0 0 0
24 0 24 88
20 24 0 24 88
21 24 0 24 88
22 24 0 24 88
23 24 0 24 88
24 24 0 24 88
26 24 90 114 0
31 24 87 111 0
33 24 91 115 0
33.1 0 0 0 0
33.2 0 0 0 0
36 24 89 113 0
36.1 0 0 0 0
36.2 0 0 0 0
39 24 90 114 0
41 24 90 114 0
47 24 90 114 0
48 24 91 115 0
48.1 0 0 0 0
48.2 0 0 0 0
51 24 91 115 0
24 91 115 0
54 24 91 115 0
55 24 91 115 0
56 24 91 115 0
57 24 91 115 0
58 24 91 115 0
59 24 82 106 0
62 24 89 113 0
63 24 92 116 0
67 24 92 116 0
71 24 89 113 0
72 24 90 114 0
78 24 90 114 0
84 24 91 115 0
85 24 91 115 0
91 24 31 55 0
91.1 0 0 0 0
91.2 0 0 0 0
97 24 90 114 0
99 24 30 54 0
117 24 30 54 0
122 24 90 114 0
124 24 0 24 69
130 24 91 115 0
131 24 32 56 0
138 24 69 93 0
142 24 90 114 0
145 24 90 114 0
148 24 90 114 0
152 24 91 115 0
168 24 91 115 0
171 24 92 116 0
175 24 92 116 0
177 24 88 112 0
183 24 91 115 0
186 24 90 114 0
188 24 90 114 0
191 24 92 116 0
192 24 91 115 0
5 24 89 113 0
7 24 89 113 0
7.1 0 0 0 #VALUE!
7.2 0 0 0 #VALUE!
7.3 0 0 0 #VALUE!
7.4 0 0 0 #VALUE!
12 24 90 114 0
13 24 88 112 0
14 24 90 114 0
17 24 90 114 0
19 8 0 8 104
25 9 0 9 122
24 89 113 0
27 24 89 113 0
28 24 89 113 0
29 24 89 113 0
30 24 89 113 0
32 24 0 24 88
34 24 92 116 0
38 24 90 114 0
42 24 91 115 0
43 24 89 113 0
44 24 86 110 0
45 24 89 113 0
46 24 90 114 0
46.1 0 0 0 0
46.2 0 0 0 0
50 24 89 113 0
52 24 86 110 0
53 24 88 112 0
61 24 0 24 88
64 24 0 24 89
65 24 90 114 0
66 24 147 171 0
68 24 30 54 0
69 24 89 113 0
69.1 0 0 0 0
69.2 0 0 0 0
69.3 0 0 0 0
69.4 0 0 0 0
69.5 0 0 0 0
70 24 88 112 0
73 24 89 113 0
74 24 88 112 0
75 24 89 113 0
76 24 89 113 0
77 24 87 111 0
79 24 88 112 0
80 24 91 115 0
81 24 90 114 0
82 24 89 113 0
83 24 87 111 0
86 24 0 24 86
87 24 88 112 0
89 24 88 112 0
94 24 76 100 0
95 24 0 24 88
100 24 91 115 0
101 24 87 111 0
102 24 88 112 0
104 24 87 111 0
105 24 92 116 0
107 24 87 111 0
108 24 90 114 0
109 24 91 115 0
110 24 51 75 0
111 24 88 112 0
112 24 87 111 0
113 24 89 113 0
114 24 89 113 0
114.1 0 0 0 0
114.2 0 0 0 0
115 24 89 113 0
120 24 89 113 0
119 24 89 113 0
118 24 87 111 0
123 24 90 114 0
125 24 89 113 0
126 24 89 113 0
127 24 89 113 0
128 24 89 113 0
133 24 90 114 0
134 24 90 114 0
135 24 0 24 85
136 24 90 114 0
137 24 86 110 0
139 24 88 112 0
141 24 88 112 0
143 24 89 113 0
144 24 0 24 85
147 24 89 113 0
149 24 89 113 0
150 24 88 112 0
153 24 89 113 0
154 24 87 111 0
155 24 88 112 0
157 24 91 115 0
158 24 92 116 0
160 24 89 113 0
161 24 89 113 0
162 24 87 111 0
163 24 89 113 0
164 24 87 111 0
166 24 89 113 0
167 24 85 109 0
169 24 90 114 0
170 24 85 109 0
172 24 86 110 0
173 24 87 111 0
174 24 146 170 0
178 24 85 109 0
179 24 86 110 0
180 24 89 113 0
181 24 0 24 87
184 24 89 113 0
185 24 87 111 0
189 24 89 113 0
197 24 87 111 0
196 34 176 210 0
187 35 81 116 0
49 35 116 151 0
156 33 0 33 81
37 36 80 116 0
129 34 80 114 0
165 57 0 57 58
96 33 0 33 81
98 33 0 33 81
35 31 80 111 0
121 35 80 115 0
18 31 0 31 81
10 34 80 114 0
106 34 81 115 0
190 34 81 115 0
40 35 80 115 0
159 34 80 114 0
146 33 80 113 0
116 24 114 138 0
140 36 80 116 0
193 24 90 114 0
93 34 80 114 0
132 36 81 117 0
60 35 81 116 0
182 35 80 115 0
103 34 80 114 0
92 34 80 114 0
90 34 80 114 0
194 34 80 114 0
176 34 80 114 0
151 34 80 114 0
88 35 80 115 0
16 24 91 115 0
195 35 81 116 0
Annex ID Remaining Open Period Prepay Check Prepay Protection Type Annex ID RelatedBorrowerAnnex Holdback
- -------- --------------------- ------------ ---------------------- -------- -------------------- --------
157 154 155 156 157 158 159
1 4 0 Yield Maintenance 1
2 5 0 Defeasance 2
3 5 0 Defeasance 3 Yes - 1
4 4 0 Defeasance 4
6 4 0 Yield Maintenance 6
4 0 Defeasance
8 4 0 Defeasance 8 Yes - 4
9 4 0 Defeasance 9 Yes - 4
11 13 0 Yield Maintenance 11 Yes - 1
15 4 0 Defeasance 15
15.1 0 0 NAP 15.1
15.2 0 0 NAP 15.2
7 0 Yield Maintenance
20 7 0 Yield Maintenance 20 Yes - 11
21 7 0 Yield Maintenance 21 Yes - 11
22 7 0 Yield Maintenance 22 Yes - 11
23 7 0 Yield Maintenance 23 Yes - 11
24 7 0 Yield Maintenance 24 Yes - 11
26 4 0 Defeasance 26
31 4 0 Defeasance 31
33 4 0 Defeasance 33 Yes - 3
33.1 0 0 NAP 33.1
33.2 0 0 NAP 33.2
36 4 0 Defeasance 36 Yes - 3
36.1 0 0 NAP 36.1
36.2 0 0 NAP 36.2
39 4 0 Defeasance 39 Yes - 6
41 4 0 Defeasance 41 Yes
47 4 0 Defeasance 47 Yes - 3
48 4 0 Defeasance 48 Yes - 10
48.1 0 0 NAP 48.1
48.2 0 0 NAP 48.2
51 4 0 Defeasance 51
4 0 Defeasance
54 4 0 Defeasance 54 Yes - 19
55 4 0 Defeasance 55 Yes - 19
56 4 0 Defeasance 56 Yes - 19
57 4 0 Defeasance 57 Yes - 19
58 4 0 Defeasance 58 Yes
59 13 0 Defeasance 59
62 6 0 Defeasance 62
63 4 0 Defeasance 63
67 4 0 Defeasance 67 Yes
71 4 0 Defeasance 71
72 4 0 Defeasance 72 Yes - 6
78 4 0 Defeasance 78
84 4 0 Defeasance 84 Yes - 10
85 4 0 Defeasance 85
91 4 0 Defeasance 91
91.1 0 0 NAP 91.1
91.2 0 0 NAP 91.2
97 4 0 Defeasance 97 Yes - 6
99 4 0 Defeasance 99
117 4 0 Defeasance 117
122 4 0 Defeasance 122
124 25 0 Yield Maintenance 124
130 4 0 Defeasance 130
131 4 0 Defeasance 131
138 4 0 Defeasance 138
142 4 0 Defeasance 142
145 4 0 Defeasance 145
148 4 0 Defeasance 148
152 4 0 Defeasance 152
168 4 0 Defeasance 168
171 4 0 Defeasance 171
175 4 0 Defeasance 175
177 6 0 Defeasance 177
183 4 0 Defeasance 183
186 4 0 Defeasance 186
188 4 0 Defeasance 188
191 4 0 Defeasance 191
192 4 0 Defeasance 192
5 4 0 Defeasance 5
7 2 0 Defeasance 7
7.1 0 0 NAP 7.1
7.2 0 0 NAP 7.2
7.3 0 0 NAP 7.3
7.4 0 0 NAP 7.4
12 4 0 Defeasance 12
13 3 0 Defeasance 13
14 3 0 Defeasance 14
17 3 0 Defeasance 17 Yes - 8
19 4 0 Yield Maintenance 19
25 4 0 Yield Maintenance 25
3 0 Defeasance
27 3 0 Defeasance 27 Yes - 13
28 3 0 Defeasance 28 Yes - 13
29 3 0 Defeasance 29 Yes - 13
30 3 0 Defeasance 30 Yes - 13
32 3 0 Yield Maintenance 32 Yes - 5
34 3 0 Defeasance 34 Yes - 7
38 4 0 Defeasance 38
42 3 0 Defeasance 42 Yes
43 3 0 Defeasance 43
44 4 0 Defeasance 44
45 4 0 Defeasance 45 Yes - 9
46 3 0 Defeasance 46
46.1 0 0 NAP 46.1
46.2 0 0 NAP 46.2
50 3 0 Defeasance 50
52 7 0 Defeasance 52
53 3 0 Defeasance 53
61 3 0 Yield Maintenance 61
64 3 0 Yield Maintenance 64 Yes - 5
65 3 0 Defeasance 65
66 3 0 Defeasance 66
68 3 0 Defeasance 68
69 3 0 Defeasance 69
69.1 0 0 NAP 69.1
69.2 0 0 NAP 69.2
69.3 0 0 NAP 69.3
69.4 0 0 NAP 69.4
69.5 0 0 NAP 69.5
70 3 0 Defeasance 70
73 3 0 Defeasance 73 Yes - 7
74 3 0 Defeasance 74
75 3 0 Defeasance 75
76 3 0 Defeasance 76
77 3 0 Defeasance 77 Yes - 15
79 4 0 Defeasance 79
80 3 0 Defeasance 80
81 3 0 Defeasance 81
82 3 0 Defeasance 82
83 4 0 Defeasance 83 Yes - 9
86 3 0 Yield Maintenance 86
87 3 0 Defeasance 87
89 3 0 Defeasance 89
94 3 0 Defeasance 94 Yes
95 3 0 Yield Maintenance 95 Yes - 5
100 3 0 Defeasance 100
101 4 0 Defeasance 101
102 3 0 Defeasance 102
104 3 0 Defeasance 104
105 3 0 Defeasance 105 Yes
107 3 0 Defeasance 107
108 3 0 Defeasance 108
109 3 0 Defeasance 109
110 3 0 Defeasance 110
111 3 0 Defeasance 111
112 3 0 Defeasance 112 Yes - 15
113 3 0 Defeasance 113 Yes - 21
114 3 0 Defeasance 114
114.1 0 0 NAP 114.1
114.2 0 0 NAP 114.2
115 4 0 Defeasance 115
120 3 0 Defeasance 120
119 3 0 Defeasance 119 Yes - 20
118 3 0 Defeasance 118
123 3 0 Defeasance 123
125 3 0 Defeasance 125 Yes - 24
126 3 0 Defeasance 126
127 3 0 Defeasance 127
128 3 0 Defeasance 128
133 3 0 Defeasance 133
134 3 0 Defeasance 134
135 2 0 Yield Maintenance 135 Yes - 22
136 3 0 Defeasance 136
137 3 0 Defeasance 137 Yes - 23
139 3 0 Defeasance 139
141 3 0 Defeasance 141
143 3 0 Defeasance 143
144 2 0 Yield Maintenance 144 Yes - 22
147 3 0 Defeasance 147
149 3 0 Defeasance 149 Yes - 23
150 4 0 Defeasance 150
153 3 0 Defeasance 153
154 3 0 Defeasance 154 Yes - 14
155 3 0 Defeasance 155
157 3 0 Defeasance 157
158 3 0 Defeasance 158
160 3 0 Defeasance 160 Yes - 14
161 3 0 Defeasance 161 Yes - 20
162 3 0 Defeasance 162 Yes - 14
163 3 0 Defeasance 163
164 3 0 Defeasance 164 Yes - 14
166 3 0 Defeasance 166 Yes
167 3 0 Defeasance 167 Yes - 25
169 3 0 Defeasance 169
170 3 0 Defeasance 170 Yes - 25
172 3 0 Defeasance 172 Yes - 21
173 3 0 Defeasance 173
174 5 0 Defeasance 174
178 4 0 Defeasance 178 Yes - 8
179 3 0 Defeasance 179
180 4 0 Defeasance 180
181 3 0 Yield Maintenance 181
184 3 0 Defeasance 184
185 3 0 Defeasance 185
189 3 0 Defeasance 189 Yes - 24
197 3 0 Defeasance 197 Yes - 14
196 4 0 Defeasance 196
187 3 0 Defeasance 187
49 4 0 Defeasance 49 Yes - 12
156 4 0 Yield Maintenance 156
37 4 0 Defeasance 37
129 4 0 Defeasance 129 Yes - 18
165 3 0 Yield Maintenance 165
96 4 0 Yield Maintenance 96 Yes - 17
98 4 0 Yield Maintenance 98 Yes - 17
35 4 0 Defeasance 35
121 4 0 Defeasance 121
18 4 0 Yield Maintenance 18 Yes - 2
10 4 0 Defeasance 10 Yes - 2
106 3 0 Defeasance 106
190 3 0 Defeasance 190
40 4 0 Defeasance 40 Yes - 2
159 4 0 Defeasance 159
146 4 0 Defeasance 146
116 4 0 Defeasance 116
140 4 0 Defeasance 140
193 3 0 Defeasance 193
93 4 0 Defeasance 93
132 3 0 Defeasance 132
60 3 0 Defeasance 60 Yes - 2
182 4 0 Defeasance 182
103 4 0 Defeasance 103 Yes - 12
92 4 0 Defeasance 92 Yes - 16
90 4 0 Defeasance 90 Yes - 16
194 4 0 Defeasance 194 Yes - 18
176 4 0 Defeasance 176 Yes - 18
151 4 0 Defeasance 151 Yes - 18
88 4 0 Defeasance 88
16 4 0 Defeasance 16
195 3 0 Defeasance 195
Annex ID Investment Grade TIC Delaware Statutory Trust Condo Structure Loan Purpose
- -------- ---------------- --- ------------------------ --------------- ------------
157 160 161 162 163 164
1 Yes No No No Acquisition
2 No No No No Refinance
3 Yes No No No Refinance
4 No No No No Acquisition
6 No No No No Acquisition
No Yes No No
8 No Yes No No Refinance
9 No Yes No No Refinance
11 No No No No Acquisition
15 Yes No No No Acquisition
15.1 Yes No No No Acquisition
15.2 Yes No No No Acquisition
No No No No
20 No No No No Acquisition
21 No No No No Acquisition
22 No No No No Acquisition
23 No No No No Acquisition
24 No No No No Acquisition
26 No Yes No No Acquisition
31 No No No No Refinance
33 No Yes No No Acquisition
33.1 No Yes No No Acquisition
33.2 No Yes No No Acquisition
36 No Yes No No Acquisition
36.1 No Yes No No Acquisition
36.2 No Yes No No Acquisition
39 No No No No Refinance
41 No No No No Acquisition
47 No Yes No No Acquisition
48 No No No No Refinance
48.1 No No No No Refinance
48.2 No No No No Refinance
51 No No No No Refinance
No No No No
54 No No No No Acquisition
55 No No No No Acquisition
56 No No No No Acquisition
57 No No No No Acquisition
58 No Yes No No Acquisition
59 No No No No Refinance
62 No No No No Refinance
63 No No No No Refinance
67 No No No No Refinance
71 No No No No Refinance
72 No No No No Refinance
78 No No No No Refinance
84 No No No No Refinance
85 No No No No Refinance
91 No No No No Refinance
91.1 No No No No Refinance
91.2 No No No No Refinance
97 No No No No Refinance
99 No No No No Refinance
117 No No No No Refinance
122 No No No No Acquisition
124 No No No No Acquisition
130 No No No No Refinance
131 No No No No Refinance
138 No No No No Refinance
142 No No No No Refinance
145 No No No No Refinance
148 No No No Yes Refinance
152 No No No No Acquisition
168 No No No No Acquisition
171 No No No No Acquisition
175 No No No No Refinance
177 No No No No Refinance
183 No No No No Refinance
186 Yes No No No Refinance
188 No No No No Refinance
191 No No No No Acquisition
192 Yes No No No Refinance
5 No N No N Acquisition
7 No N N N Acquisition
7.1 No
7.2 No
7.3 No
7.4 No
12 No N N Yes Acquisition
13 No N N N Refinance
14 No N N N Acquisition
17 No N N Yes Refinance
19 No N N N Acquisition
25 No N N N Acquisition
No
27 No Yes N N Acquisition
28 No Yes N N Acquisition
29 No Yes N N Acquisition
30 No Yes N N Acquisition
32 No N N N Acquisition
34 No Yes N N Acquisition
38 No N N N Refinance
42 No N N N Refinance
43 No N N N Refinance
44 No Yes N N Acquisition
45 No Yes N N Acquisition
46 No Yes N N Acquisition
46.1 No
46.2 No
50 No N N N Acquisition
52 No N N N Refinance
53 No Yes N N Acquisition
61 No N N N Refinance
64 No N N N Acquisition
65 No Yes N N Refinance
66 No N N N Refinance
68 No N N N Acquisition
69 No N N N Acquisition
69.1 No
69.2 No
69.3 No
69.4 No
69.5 No
70 No N N N Acquisition
73 No Yes N N Acquisition
74 No N N N Refinance
75 No N N N Refinance
76 No N N N Refinance
77 No Yes N N Acquisition
79 No N N N Refinance
80 No N N N Acquisition
81 No N N N Acquisition
82 No N N Yes Refinance
83 No Yes N N Acquisition
86 No N N N Refinance
87 No Yes N N Acquisition
89 No N N N Refinance
94 No N N N Acquisition
95 No N N N Acquisition
100 No N N N Refinance
101 No N N N Refinance
102 No N N N Refinance
104 No N N N Acquisition
105 No N N N Refinance
107 No N N N Refinance
108 No N N N Acquisition
109 No N N N Refinance
110 No N N N Refinance
111 No N N N Refinance
112 No Yes N N Acquisition
113 No N N N Acquisition
114 No N N N Refinance
114.1 No
114.2 No
115 No N N N Refinance
120 No N N N Refinance
119 No N N N Refinance
118 No Yes N N Acquisition
123 No N N N Refinance
125 No N N N Refinance
126 No N N N Refinance
127 No N N N Refinance
128 No N N N Refinance
133 No N N N Acquisition
134 No Yes N N Acquisition
135 No N N N Refinance
136 No N N N Refinance
137 No N N N Refinance
139 No N N N Refinance
141 No N N N Refinance
143 No N N N Refinance
144 No N N N Refinance
147 No N N N Refinance
149 No N N N Refinance
150 No N N N Refinance
153 No N N N Refinance
154 No N N N Refinance
155 No N N N Acquisition
157 No N N N Refinance
158 No N N N Refinance
160 No N N N Refinance
161 No N N N Refinance
162 No N N N Refinance
163 No N N Yes Refinance
164 No N N N Refinance
166 No N N N Refinance
167 No Yes N N Acquisition
169 No N N N Refinance
170 No Yes N N Acquisition
172 No N N N Acquisition
173 No N N N Acquisition
174 No N N N Refinance
178 No Yes N N Refinance
179 No N N N Refinance
180 No N N N Refinance
181 No N N N Refinance
184 No Yes N N Acquisition
185 No N N N Refinance
189 No N N N Refinance
197 No N N N Refinance
196 No No N N Refinance
187 No No N N Acquisition
49 No No N N Refinance
156 No No N N Refinance
37 No No N N Refinance
129 No No N N Refinance
165 No No N N Refinance
96 No No N N Refinance
98 No No N N Refinance
35 No No N N Acquisition
121 No No N N Refinance
18 No No N N Acquisition
10 No Yes N N Acquisition
106 No No N N Acquisition
190 No No N N Refinance
40 No Yes N N Acquisition
159 No No N N Refinance
146 No No N N Acquisition
116 No No N N Acquisition
140 No No N N Refinance
193 No No N N Refinance
93 No No N N Refinance
132 No No N N Refinance
60 No Yes N N Acquisition
182 No No N N Refinance
103 No No N N Refinance
92 No No N N Refinance
90 No No N N Refinance
194 No No N N Refinance
176 No No N N Refinance
151 No No N N Refinance
88 No No N N Acquisition
16 No Yes N N Acquisition
195 No Yes N N Acquisition
Annex ID Assumption Fee DSCR Threshold
- -------- ---------------------------------------------------------------------------- --------------
157 165 166
1 0.50
2 0.10
3 0.10
4 1.00
6 0.50
0.25% 1st time, 1.0% thereafter
8 0.25% 1st time, 1.0% thereafter Yes
9 0.25% 1st time, 1.0% thereafter Yes
11 0.50
15 1.00
15.1 1.00
15.2 1.00
1.00
20 1.00
21 1.00
22 1.00
23 1.00
24 1.00
26 1.00
31 1.00
33 1.00
33.1 1.00
33.2 1.00
36 1.00
36.1 1.00
36.2 1.00
39 0.5% 1st time, 1.0% thereafter
41 1.00
47 1.00
48 0.25% 1st time, 1.0% thereafter
48.1 0.25% 1st time, 1.0% thereafter
48.2 0.25% 1st time, 1.0% thereafter
51 1.00
1.00
54 1.00
55 1.00
56 1.00
57 1.00
58 1.00
59 1.00
62 1.00
63 0.5% 1st time, 1.0% thereafter
67 0.5% 1st time, 1.0% thereafter
71 0.5% 1st time, 1.0% thereafter
72 0.5% 1st time, 1.0% thereafter
78 0.5% 1st time, 1.0% thereafter
84 0.25% 1st time, 1.0% thereafter
85 0.5% 1st time, 1.0% thereafter Yes
91 1.00
91.1 1.00
91.2 1.00
97 0.5% 1st time, 1.0% thereafter
99 1.00
117 1.00
122 1.00
124 0.5% 1st time, 1.0% thereafter
130 1.00
131 0.5% 1st time, 1.0% thereafter
138 0.5% 1st time, 1.0% thereafter
142 1.00 Yes
145 1.00
148 0.5% 1st time, 1.0% thereafter
152 0.75% 1st time, 1.0% thereafter
168 1.00
171 1.00
175 1.00
177 0.75% 1st time, 1.0% thereafter
183 1.00
186 0.00
188 1.00
191 1.00
192 0.00
5 0.01
7 0.01
7.1
7.2
7.3
7.4
12 0.01
13 0.00
14 0.01
17 0.01
19 0.50% (1st); 1.00% thereafter
25 0.50% (1st 2 transfers); 1.00% thereafter
27 0.01
28 0.01
29 0.01
30 0.01
32 0.00% (1st); 0.50% thereafter
34 $2,500 each TIC transfer; 1.00% for Property transfer
38 0.50% (1st), 1.00% thereafter
42 0.01
43 0.01
44 1.00% per TIC transfer and $5,000 for each subsequent transfer
45 $5,000 each TIC transfer after 180 days; 1.00% for Property transfer
46 0.01
46.1
46.2
50 0.01
52 0.01
53 1.00% for Property transfer
61 0.01
64 0.00% (1st); 0.50% thereafter
65 0.50% if assumption occurs within 12 months after closing; 1.00% thereafter.
66 0.01
68 0.01
69 0.01
69.1
69.2
69.3
69.4
69.5
70 0.01
73 $2,500 per TIC transfer and 1.00% for subsequent transfer
74 0.01
75 0.01
76 0.01
77 $5,000 per TIC transfer and 1.00% for Property transfer
79 0.01
80 0.01
81 0.50% (1st); 1.00% thereafter
82 0.01
83 $5,000 per TIC transfer after 180 days; 1.00% for Property transfer
86 0.01
87 0.50% for first TIC transfer; $5,000 for subsequent TIC transfers
89 0.01
94 0.01
95 0.00% (1st); 0.50% thereafter
100 0.01
101 0.50% (first); 1.00% (thereafter)
102 0.01
104 0.01
105 0.01
107 0.00% (1st); 1.00% thereafter
108 0.01
109 0.01
110 0.01
111 0.01
112 $5,000 per TIC Transfer and 1.00% for Property transfer
113 0.01
114 0.01
114.1
114.2
115 0.01
120 0.01
119 0.01
118 $5,000 (1st TIC Transfer); 0.50% thereafter
123 0.01
125 0.01
126 0.01
127 0.01
128 0.01
133 0.01
134 0.01
135 0.01
136 0.01
137 0.01
139 0.01
141 0.01
143 0.01
144 0.01
147 0.01
149 0.01
150 0.01
153 0.01
154 0.01
155 0.01
157 0.01
158 0.01
160 0.01
161 0.01
162 0.01
163 0.01
164 0.01
166 0.01
167 0.00% (1st); 0.25% (2nd); 0.50% (3rd)
169 0.01
170 0.00% (1st); 0.25% (2nd); 0.50% (3rd)
172 0.01
173 0.01
174 0.01
178 0.01
179 0.01
180 0.01
181 0.01
184 0.01
185 0.01
189 0.01
197 0.01
196 0.01
187 0.01
49 0.01
156 0.01
37 0.01
129 0.01
165 .25 for the the first transfer. Then 1% for each subsequent transfer.
96 .25 for the the first transfer. Then 1% for each subsequent transfer.
98 .25 for the the first transfer. Then 1% for each subsequent transfer.
35 .25 for the the first transfer. Then 1% for each subsequent transfer.
121 0.01
18 0.00
10 $5000 -$25,000
106 0.0025
190 0.01
40 $5000 -$25,000
159 0.01
146 0.01
116 .5 and administrative fee shall not exceed $5,000.
140 0.01
193 0.0050
93 0.01
132 0.01
60 $5000 -$25,000
182 0.0100
103 0.0100
92 0.0025
90 0.0025
194 0.0100
176 0.0100
151 0.0100
88 0.0100
16 0.0025
195 0.0100
EXHIBIT C-1
FORM OF TRANSFEREE AFFIDAVIT
AFFIDAVIT PURSUANT TO
SECTION 860E(e)(4) OF THE
INTERNAL REVENUE CODE OF
1986, AS AMENDED
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
, being first duly sworn, deposes and says:
1. That he/she is a of (the "Purchaser"), a
duly organized and existing under the laws of the State of on behalf of which
he/she makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number
is .
3. That the Purchaser of the Commercial Mortgage Pass-Through
Certificates, CD 2006-CD2, Class [R] [LR] (the "Class [R] [LR] Certificate") is
a Permitted Transferee (as defined in Article I of the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Midland Loan Services, Inc., as the servicer with respect to all of the Mortgage
Loans other than Mortgage Loans sold by Citigroup Global Markets Realty Corp. to
the Depositor, Wachovia Bank, National Association, as the servicer with respect
to the Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty
Corp., LNR Partners, Inc., as special servicer and Wells Fargo Bank, N.A., as
trustee and paying agent, or is acquiring the Class [R] [LR] Certificate for the
account of, or as agent (including as a broker, nominee, or other middleman)
for, a Permitted Transferee and has received from such person or entity an
affidavit substantially in the form of this affidavit.
4. That the Purchaser 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
Purchaser intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Purchaser 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 Purchaser will not transfer the Class [R] [LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit or as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3,
paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has
reason to know does not satisfy the requirements set forth in paragraph 4
hereof.
7. That the Purchaser is not a Disqualified Non-U.S. Person and is
not purchasing the Class [R] [LR] Certificate for the account of, or as an agent
(including as a broker, nominee or other middleman) for, a Disqualified Non-U.S.
Person.
8. That the Purchaser agrees to such amendments of 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," an agent thereof, or a person that does not satisfy the
requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.
9. That, if a "tax matters person" is required to be designated with
respect to the [the Upper-Tier REMIC] [the Lower-Tier REMIC and the Villas
Parkmerced Loan REMIC], the Purchaser agrees to act as "tax matters person" and
to perform the functions of "tax matters partner" of the [the Upper-Tier REMIC]
[the Lower-Tier REMIC and the Villas Parkmerced Loan REMIC] pursuant to Section
4.04 of the Pooling and Servicing Agreement, and agrees to the irrevocable
designation of the Trustee as the Purchaser's agent in performing the function
of "tax matters person" and "tax matters partner."
10. The Purchaser agrees to be bound by and to abide by the
provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] [LR] Certificate.
11. The Purchaser agrees not to transfer the Class [R] [LR]
Certificate such that the income therefrom would be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the Purchaser or any other U.S. Person.
12. Check the applicable paragraph:
[ ] The present value of the anticipated tax liabilities associated with
holding the Class [R] [LR] Certificate, as applicable, does not exceed the sum
of:
(i) the present value of any consideration given to the Purchaser
to acquire such Class [R] [LR] Certificate;
(ii) the present value of the expected future distributions on such
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 Purchaser 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 Purchaser 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 Purchaser.
[ ] The transfer of the Class [R] [LR] Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) the Purchaser is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the 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
Purchaser's two fiscal years preceding the year of the
transfer, the Purchaser had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Purchaser 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 Sections
1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of the U.S. Treasury Regulations; and
(iv) the Purchaser 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 Purchaser) that it has determined in good
faith.
[ ] None of the above.
Capitalized terms used but not defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf by its this day of _______, 20___.
[Purchaser]
By: __________________________________
Name:
Title:
Personally appeared before me the above-named , known or proved to
me to be the same person who executed the foregoing instrument and to be the of
the Purchaser, 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 Purchaser.
Subscribed and sworn before me this ___ day of _______, 20___.
______________________________________
NOTARY PUBLIC
COUNTY OF ____________________________
STATE OF _______________________________
My commission expires the day of , 200 .
EXHIBIT C-2
FORM OF TRANSFEROR LETTER
[Date]
Wells Fargo Bank, N.A.,
as Trustee and Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Commercial Mortgage Pass-Through Certificates, CD 2006-CD2, Class
[R][LR]
-----------------------------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true or that [Transferee]
is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement
defined in the attached affidavit) and has no actual knowledge or reason to know
that the information contained in paragraphs 4, 7 and 11 thereof is not true.
Very truly yours,
[Transferor]
By: __________________________________
Name:
Title:
EXHIBIT D-1
FORM OF INVESTMENT REPRESENTATION LETTER
Wells Fargo Bank, N.A.,
as Trustee and Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Re: Transfer of Commercial Mortgage Pass-Through Certificates,
CD 2006-CD2: Class [X][E][F][G][H][J][K][L][M][N][O]
[P][Q][VPM-1][VPM-2][VPM-3][VPM-4][S][R][LR]
----------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), entered into by Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Midland Loan Services, Inc., as the servicer with respect to all of
the Mortgage Loans other than Mortgage Loans sold by Citigroup Global Markets
Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank, National
Association, as the servicer with respect to the Mortgage Loans sold to the
Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia Servicer" and
collectively, with the Midland Servicer, the "Servicers"), LNR Partners, Inc.,
as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee") and paying agent, on behalf of the holders of Commercial
Mortgage Pass-Through Certificates, CD 2006-CD2 (the "Certificates") in
connection with the transfer by (the "Seller") to the undersigned (the
"Purchaser") of [$___ aggregate Certificate Balance][_% Percentage Interest] of
Class
[X][E][F][G][H][J][K][L][M][N][O][P][Q][VPM-1][VPM-2][VPM-3][VPM-4][S][R][LR]
Certificates, in certificated fully registered form (such registered interest,
the "Certificate"). Terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:
[For Institutional Accredited Investors only] 1. The Purchaser is an
institutional investor and an "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 "1933 Act")) and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Certificate, and we and any accounts
for which we are acting are each able to bear the economic risk of our or its
investment. The Purchaser is acquiring the Certificate 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 for any costs
incurred by it in connection with this transfer.
[For Qualified Institutional Buyers only] 1. 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 "1933 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.
[For Affiliated Persons only]. 1. The Purchaser is a person involved
in the organization or operation of the issuer or an affiliate of such a person,
as defined in Rule 405 of the Securities Act of 1933, as amended (the "1933
Act").
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, or (ii) institutional
"accredited investors" meeting the requirements of Rule 501(a)(1), (2), (3) or
(7) of Regulation D promulgated under the 1933 Act, pursuant to any other
exemption from the registration requirements of the 1933 Act, subject in the
case of this clause (ii) to (a) the receipt by the Certificate Registrar of a
letter substantially in the form hereof, (b) 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 1933 Act, (c)
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 1933 Act and other applicable laws, and (d) a written
undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer. It understands that the Certificate (and any
subsequent Individual Certificate) has not been registered under the 1933 Act,
by reason of a specified exemption from the registration provisions of the 1933
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 acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 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.
4. The Purchaser has reviewed the Private Placement Memorandum dated
[February 27], 2006 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.
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
an Individual 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, except in compliance with Section 5.02 of the Pooling and
Servicing Agreement.
7. Check one of the following:
[ ] The Purchaser is a "U.S. Person" 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 Certificate Registrar (or its agent) with respect to
Distributions to be made on the Certificate(s). 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(s) and states that such Purchaser is not a U.S.
Person, (ii) two duly executed copies of IRS Form W-8IMY (and all
appropriate attachment 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(s) and state that interest
and original issue discount on the U.S. Securities 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
for U.S. federal income tax purposes, a corporation, 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 or any of its political
subdivisions, an estate the income of which is subject to U.S. federal income
taxation 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 United States fiduciaries 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).
Please make all payments due on the Certificates:**
(a) by wire transfer to the following account at a bank or entity in New
York, New York, having appropriate facilities therefor:
Account number:________________________
Institution:___________________________
(b) by mailing a check or draft to the following address:
------------------------------------------------
------------------------------------------------
------------------------------------------------
Very truly yours,
_________________________________________
[The Purchaser]
By:____________________________________
Name:
Title:
Dated:
- -------------
* Delete for Class R and Class LR.
** Only to be filled out by Purchasers of Individual Certificates. Please select
(a) or (b).
EXHIBIT D-2
FORM OF ERISA REPRESENTATION LETTER
[Date]
Wells Fargo Bank, N.A.,
as Trustee and Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan
Re: Commercial Mortgage Pass-Through Certificates, CD 2006-CD2,
Class [K][L][M][N][O][P][Q][S][R][LR]
-----------------------------------------------------------
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $
initial Certificate Balance or % Percentage Interest of Commercial Mortgage
Pass-Through Certificates, CD 2006-CD2, Class [K][L][M][N][O][P][Q][S][R][LR],
CUSIP No. [_________] (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), entered into by Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Midland Loan Services, Inc., as the servicer with respect to all of
the Mortgage Loans other than Mortgage Loans sold by Citigroup Global Markets
Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank, National
Association, as the servicer with respect to the Mortgage Loans sold to the
Depositor by Citigroup Global Markets realty Corp. (the "Wachovia Servicer" and
collectively, with the Midland Servicer, the "Servicers"), LNR Partners, Inc.,
as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). All capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Certificate Registrar and the Trustee that:
1. The Purchaser is not (a) an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), Section 4975 of the Code, a governmental plan, as defined
in Section 3(32) of ERISA, or other plan 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 collective investment
fund in which such Plans are invested, an insurance company using assets of
separate accounts or general accounts which include assets of Plans (or which
are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or
other Person acting on behalf of any such Plan or using the assets of any such
Plan, other than (except in the case of the Class S, Class R and Class LR
Certificates) an insurance company using the assets of its general account under
circumstances whereby such purchase and the subsequent holding of such
Certificate by such insurance company would be exempt from the prohibited
transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the
Code under Sections I and III of PTCE 95-60, or a substantially similar
exemption under Similar Law; and
2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or 1(b) above, except in the case of the Class S, Class R or
Class LR Certificates, which may not be transferred unless the transferee
represents it is not such a Person, such Purchaser is required to provide to the
Depositor, the Trustee and the Certificate Registrar any Opinions of Counsel,
officers' certificates or agreements as may be required by such Persons, and
which establishes to the satisfaction of the Depositor, the Trustee and the
Certificate Registrar that the purchase and holding of the Certificates by or on
behalf of a Plan will not constitute or result in a non-exempt prohibited
transaction within the meaning of Section 406 and Section 407 of ERISA or
Section 4975 of the Code or any corresponding provision of any Similar Law, and
will not subject the Depositor, the Trustee, the Servicers, the Special Servicer
or the Certificate Registrar to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or Similar
Law), which Opinions of Counsel, officers' certificates or agreements shall not
be at the expense of the Servicers, the Depositor, the Trustee or the
Certificate Registrar.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on this ____ day of _________, 20___.
Very truly yours,
[Purchaser]
By:____________________________________
Name:
Title:
EXHIBIT E
REQUEST FOR RELEASE
[Date]
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Commercial Mortgage Pass-Through Certificates, CD 2006-CD2
Dear __________________:
In connection with the administration of the Mortgage Files held by,
or on behalf of, you as Custodian under a certain Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
entered into by Wells Fargo Bank, N.A., as trustee and paying agent, Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
Inc., as the servicer with respect to all of the Mortgage Loans other than
Mortgage Loans sold by Citigroup Global Markets Realty Corp. to the Depositor
(the "Midland Servicer"), Wachovia Bank, National Association, as the servicer
with respect to the Mortgage Loans sold to the Depositor by Citigroup Global
Markets Realty Corp. (the "Wachovia Servicer" and collectively, with the Midland
Servicer, the "Servicers") and LNR Partners, Inc., as special servicer, the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by you as Custodian 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. Such [Midland Servicer]
[Wachovia Servicer] [Special Servicer] hereby certifies that all amounts
received in connection with the Mortgage Loan have been or will be, following
such [Midland Servicer's] [Wachovia Servicer's] [Special Servicer's] release of
the Mortgage File, 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 meaning
ascribed to them in the Pooling and Servicing Agreement.
[MIDLAND SERVICER] [WACHOVIA
SERVICER] [SPECIAL SERVICER]
By: ___________________________________
Name: ______________________________
Title:______________________________
cc: Wells Fargo Bank, N.A.
as Trustee
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
EXHIBIT F
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 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) (OTHER THAN WITH RESPECT TO 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) 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 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 TWO PAGES 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 D-1 TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO 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.
EXHIBIT G
FORM OF REGULATION S TRANSFER CERTIFICATE
Wells Fargo Bank, N.A.,
as Paying Agent and Certificate Registrar
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Transfer of CD 2006- CD2, Commercial Mortgage Pass-Through
Certificates, Class [ ]
--------------------------------------------------------------------
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), entered into by Deutsche Mortgage & Asset Receiving
Corporation, as depositor, (the "Depositor") Midland Loan Services, Inc., as the
servicer with respect to all of the Mortgage Loans other than Mortgage Loans
sold by Citigroup Global Markets Realty Corp. to the Depositor (the "Midland
Servicer"), Wachovia Bank, National Association as the servicer with respect to
the Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty
Corp. (the "Wachovia Servicer" and collectively, with the Midland Servicer, the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"),
and Wells Fargo Bank, N.A., as trustee (the "Trustee") and paying agent, on
behalf of the holders of the CD 2006-CD2, Commercial Mortgage Pass-Through
Certificates, Class [___] (the "Certificates") in connection with the transfer
by the undersigned (the "Transferor") to ______________ (the "Transferee") of
$___________________ Certificate Balance of Certificates, in fully registered
form (each, an "Individual Certificate"), or a beneficial interest of such
aggregate Certificate Balance in the Regulation S Global Certificate (the
"Global 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").
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;]*
[(2) the transaction was executed in, on or through the facilities
of a designated offshore securities market and neither there 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 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 Servicers and
the Special Servicer.
______________________________________
Transferor
By:___________________________________
Name:
Title:
Dated: ________________, 20__
- -------------
* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.
EXHIBIT H
FORM OF TRANSFER CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM RULE 144A
GLOBAL CERTIFICATE TO REGULATION S GLOBAL
CERTIFICATE DURING THE RESTRICTED PERIOD
(Exchanges or transfers pursuant to Section 5.02(c)(ii)(A) of
the Pooling and Servicing Agreement)
Wells Fargo Bank, N.A.,
as Trustee and Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Transfer of CD 2006-CD2 Commercial Mortgage Pass-Through
Certificates, Class [ ]
--------------------------------------------------------------------
Reference is hereby made to the Pooling and Servicing Agreement
dated as of March 1, 2006, (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor") Midland Loan Services, Inc., as the servicer with respect to all of
the Mortgage Loans other than Mortgage Loans sold by Citigroup Global Markets
Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank, National
Association as the servicer with respect to the Mortgage Loans sold to the
Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia Servicer" and
collectively, with the Midland Servicer, the "Servicers"), LNR Partners, Inc.,
as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee") and paying agent. 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 of Certificates (the "Certificates") which are held in the form of Rule
144A Global 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 Global Certificate (CUSIP No. ____________) to be held with
[Euroclear] [Clearstream]* (Common Code) through the Depositary.
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:
- -------------
* Select appropriate depository.
(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 persons acting on its behalf
reasonably believed that the Transferee was outside the United States,]**
[(2) 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 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.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Servicers and
the Special Servicer.
[Insert Name of Transferor]
By:______________________________________
Name:
Title:
Dated: ________________________, 20__
- -------------
** Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.
EXHIBIT I
FORM OF TRANSFER CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM RULE 144A
GLOBAL CERTIFICATE TO REGULATION S GLOBAL
CERTIFICATE AFTER THE RESTRICTED PERIOD
(Exchange or transfers pursuant to
Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)
Wells Fargo Bank, N.A.,
as Trustee and Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Transfer of CD 2006-CD2 Commercial Mortgage Pass-Through
Certificates Class [ ]
--------------------------------------------------------
Reference is hereby made to the Pooling and Servicing Agreement
dated as of March 1, 2006 (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor"), Midland Loan Services, Inc., as the servicer with respect to all
of the Mortgage Loans other than Mortgage Loans sold by Citigroup Global Markets
Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank, National
Association as the servicer with respect to the Mortgage Loans sold to the
Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia Servicer" and
collectively, with the Midland Servicer, the "Servicers"), LNR Partners, Inc.,
as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A, as
trustee (the "Trustee") and paying agent. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing
Agreement.
The letter relates to U.S. $[_____________] aggregate Certificate
Balance of Certificates (the "Certificates") which are held in the form of the
Rule 144A Global 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 Global 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,]*
[(2) 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 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 Servicers and
the Special Servicer.
[Insert Name of Transferor]
By:______________________________________
Name:
Title:
Dated: _______________, 20___
- -------------
* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.
EXHIBIT J
FORM OF TRANSFER CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE
(Exchange or transfers pursuant to Section 5.02(c)(ii)(C)
of the Pooling and Servicing Agreement)
Wells Fargo Bank, N.A
as Paying Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Transfer of CD 2006-CD2 Commercial Mortgage Pass-Through
Certificates, Class [ ]
--------------------------------------------------------------------
Reference is hereby made to the Pooling and Servicing Agreement
dated as of March 1, 2006 (the "Pooling and Servicing Agreement"), entered into
by Deutsche Mortgage Asset & Receiving Corporation, as depositor, (the
"Depositor"), Midland Loan Services, Inc., as the servicer with respect to all
of the Mortgage Loans other than Mortgage Loans sold by Citigroup Global Markets
Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank, National
Association as the servicer with respect to the Mortgage Loans sold to the
Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia Servicer" and
collectively, with the Midland Servicer, the "Servicers"), LNR Partners, Inc.,
as Special Servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee") and
paying agent. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.
This letter relates to U.S. $[____________] aggregate Certificate
Balance of Certificates (the "Certificates") which are held in the form of the
Regulation S Global Certificate (CUSIP No. ____________) with [Euroclear]
[Clearstream]* (Common Code _________) 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 Global Certificate (CUSIP No.
___________).
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 "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 an jurisdiction.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Servicers and
the Special Servicer.
[Insert Name of Transferor]
By:______________________________________
Name:
Title:
Dated: ______________, 20__
- -------------
* Select appropriate depositary.
EXHIBIT K
FORM OF DISTRIBUTION DATE STATEMENT
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION DATE STATEMENT
Table of Contents
-------------------------------------------------------------------------------
STATEMENT SECTIONS PAGE(s)
------------------ -------
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Cash Reconciliation Detail 6
Ratings Detail 7
Current Mortgage Loan and Property Stratification Tables 8 - 16
Mortgage Loan Detail 17
Principal Prepayment Detail 18
Historical Detail 19
Delinquency Loan Detail 20
Specially Serviced Loan Detail 21 - 22
Modified Loan Detail 23
Liquidated Loan Detail 24
Bond / Collateral Realized Loss Reconciliation 25
Supplemental Reporting 26
-------------------------------------------------------------------------------
Depositor Master Servicer Special Servicer
- -------------------------------------- ------------------------------------------- --------------------------------------
Deutsche Mortgage & Asset Receiving Corp. Midland Loan Services, Inc. LNR Partners, Inc.
60 Wall Street 10851 Mastin Street, Building 82 1601 Washington Avenue
New York, NY 10005 Overland Park, KS 66210 Miami Beach, FL 33139
Contact: Helaine M. Kaplan Contact: Brad Hauger Contact: Randy Wolpert
Phone (212) 250-5270 Phone Number: (913) 253-9000 Phone Number: (305) 695-5628
- -------------------------------------- ------------------------------------------- --------------------------------------
Master Servicer
-------------------------------------------
Wachovia Bank, National Association
8739 Research Drive
URP 4, NC1075, KS 66210
Charlotte, NC 28262
Contact: Timothy S. Ryan
Phone Number: (704) 593-7878
-------------------------------------------
This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 1 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Certificate Distribution Detail
- -----------------------------------------------------------------------------------------------------------------------------------
Realized Loss / Current
Pass-Through Original Beginning Principal Interest Prepayment Additional Trust Total Ending Subordination
Class CUSIP Rate Balance Balance Distribution Distribution Premium Fund Expenses Distribution Balance Level(1)
- -----------------------------------------------------------------------------------------------------------------------------------
A-1 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-3 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-AB 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-4 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1A 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1B 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-M 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-J 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
E 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
F 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
G 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
H 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
J 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
K 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
M 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
N 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
O 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
P 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Q 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-1 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-2 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-3 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-4 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
S 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
R 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
LR 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
Totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Original Beginning Ending
Pass-Through Notional Notional Interest Prepayment Total Notional
Class CUSIP Rate Amount Amount Distribution Premium Distribution Amount
- ----------------------------------------------------------------------------------------------
X 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and deviding the result by (A).
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 2 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Certificate Factor Detail
- --------------------------------------------------------------------------------------------------------------
Realized Loss /
Beginning Principal Interest Prepayment Additional Trust Ending
Class CUSIP Balance Distribution Distribution Premium Fund Expenses Balance
- --------------------------------------------------------------------------------------------------------------
A-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-AB 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-1A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-1B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
E 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
F 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
G 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
H 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
K 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
N 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
P 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
Q 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
VPM-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
VPM-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
VPM-3 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
VPM-4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
S 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
LR 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
- --------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Beginning Ending
Notional Interest Prepayment Notional
Class CUSIP Amount Distribution Premium Amount
- ---------------------------------------------------------------------------
X 0.00000000 0.00000000 0.00000000 0.00000000
- ---------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 3 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Reconciliation Detail
Advance Summary Master Servicing Fee Summary
P & I Advances Outstanding 0.00 Current Period Accrued Master Servicing Fees 0.00
Servicing Advances Outstanding 0.00 Less Master Servicing Fees on Delinquent Payments 0.00
Less Reductions to Master Servicing Fees 0.00
Reimbursement for Interest on P & I 0.00
Advances paid from general collections Plus Master Servicing Fees for Delinquent Payments Received 0.00
Plus Adjustments for Prior Master Servicing Calculation 0.00
Reimbursement for Interest on Servicing 0.00
Advances paid from general collections Total Master Servicing Fees Collected 0.00
Certificate Interest Reconciliation
- ------------------------------------------------------------------------------------------------------------------------------------
Accrued Net Aggregate Distributable Distributable Additional
Accrual Certificate Prepayment Certificate Certificate Interest WAC CAP Trust Fund Interest
Class Days Interest Interest Shortfall Interest Adjustment Shortfall Expenses Distribution
- ------------------------------------------------------------------------------------------------------------------------------------
A-1 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-2 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-3 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-AB 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-4 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1A 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-1B 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
X 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-M 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
A-J 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
B 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
C 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
D 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
E 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
F 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
G 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
H 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
J 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
K 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
M 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
N 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
P 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Q 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-1 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-2 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-3 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
VPM-4 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
Totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------
Remaining Unpaid
Distributable
Class Certificate Interest
- ----------------------------
A-1 0.00
A-2 0.00
A-3 0.00
A-AB 0.00
A-4 0.00
A-1A 0.00
A-1B 0.00
X 0.00
A-M 0.00
A-J 0.00
B 0.00
C 0.00
D 0.00
E 0.00
F 0.00
G 0.00
H 0.00
J 0.00
K 0.00
L 0.00
M 0.00
N 0.00
P 0.00
Q 0.00
VPM-1 0.00
VPM-2 0.00
VPM-3 0.00
VPM-4 0.00
- ---------------------
Totals 0.00
- ---------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 4 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Other Required Information
- --------------------------------------------------------------------------------
Available Distribution Amount 0.00
Aggregate Number of Outstanding Loans 0
Aggregate Unpaid Principal Balance of Loans 0.00
Aggregate Stated Principal Balance of Loans 0.00
Aggregate Amount of Servicing Fee 0.00
Aggregate Amount of Special Servicing Fee 0.00
Aggregate Amount of Trustee Fee 0.00
Aggregate Stand-by Fee 0.00
Aggregate Paying Agent Fee 0.00
Aggregate Trust Fund Expenses 0.00
Additional Trust Fund Expenses/(Gains) 0.00
Fees Paid to Special Servicor 0.00
Interest on Advances 0.00
Other Expenses of Trust 0.00
Appraisal Reduction Amount
- -------------------------------------------------
Appraisal Cumulative Most Recent
Loan Reduction ASER App. Red.
Number Effected Amount Date
- -------------------------------------------------
- -------------------------------------------------
Total
- -------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 5 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Reconciliation Detail
- ---------------------------------------------------------------------------------------------------------------------------------
Total Funds Collected
Interest:
Interest paid or advanced 0.00
Interest reductions due to Non-Recoverability Determinations 0.00
Interest Adjustments 0.00
Deferred Interest 0.00
Net Prepayment Interest Shortfall 0.00
Net Prepayment Interest Excess 0.00
Extension Interest 0.00
Interest Reserve Withdrawal 0.00
--------------
Total Interest Collected 0.00
Principal:
Scheduled Principal 0.00
Unscheduled Principal 0.00
Principal Prepayments 0.00
Collection of Principal after Maturity Date 0.00
Recoveries from Liquidation and Insurance Proceeds 0.00
Excess of Prior Principal Amounts paid 0.00
Curtailments 0.00
Negative Amortization 0.00
Principal Adjustments 0.00
--------------
Total Principal Collected 0.00
Other:
Prepayment Penalties/Yield Maintenance 0.00
Repayment Fees 0.00
Borrower Option Extension Fees 0.00
Equity Payments Received 0.00
Net Swap Counterparty Payments Received 0.00
--------------
Total Other Collected 0.00
--------------
Total Funds Collected 0.00
==============
Total Funds Distributed
Fees:
Master Servicing Fee 0.00
Trustee Fee 0.00
Certificate Administration Fee 0.00
Insurer Fee 0.00
Miscellaneous Fee 0.00
--------------
Total Fees 0.00
Additional Trust Fund Expenses:
Reimbursement for Interest on Advances 0.00
ASER Amount 0.00
Special Servicing Fee 0.00
Rating Agency Expenses 0.00
Attorney Fees & Expenses 0.00
Bankruptcy Expense 0.00
Taxes Imposed on Trust Fund 0.00
Non-Recoverable Advances 0.00
Other Expenses 0.00
--------------
Total Additional Trust Fund Expenses 0.00
Interest Reserve Deposit 0.00
Payments to Certificateholders & Others:
Interest Distribution 0.00
Principal Distribution 0.00
Prepayment Penalties/Yield Maintenance 0.00
Borrower Option Extension Fees 0.00
Equity Payments Paid 0.00
Net Swap Counterparty Payments Paid 0.00
--------------
Total Payments to Certificateholders & Others 0.00
--------------
Total Funds Distributed 0.00
==============
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 6 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 6/10/2005
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 5/31/2005
- -----------------------------------------------------------------------------------------------------------------------------------
Ratings Detail
---------------------------------------------------------------------------------------------------------------
Original Ratings Current Ratings (1)
------------------------------------------------------------------------------
Class CUSIP Fitch Moody's S & P Fitch Moody's S & P
---------------------------------------------------------------------------------------------------------------
A-1
A-2
A-3
A-AB
A-4
A-1A
A-1B
X
A-M
A-J
B
C
D
E
F
G
H
J
K
L
M
N
P
Q
VPM-1
VPM-2
VPM-3
VPM-4
---------------------------------------------------------------------------------------------------------------
NR - Designates that the class was not rated by the above agency at the time of original issuance.
X - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent
to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.
Fitch, Inc. Moody's Investors Service Standard & Poor's Rating Services
One State Street Plaza 99 Church Street 55 Water Street
New York, New York 10004 New York, New York 10007 New York, New York 10041
(212) 908-0500 (212) 553-0300 (212) 438-2430
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 7 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Scheduled Balance State (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance Loans Balance Bal. (2) WAC Avg DSCR (1) State Props Balance Bal. (2) WAC Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 8 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Debt Service Coverage Ratio Property Type (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio Loans Balance Bal. (2) Avg DSCR (1) Type Props Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate Loans Balance Bal. (2) Avg DSCR (1) Seasoning Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 9 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Aggregate Pool
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) Loans Balance Bal. (2) Avg DSCR (1) Term Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term Loans Balance Bal. (2) Avg DSCR (1) Recent NOI Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Paying Agent makes no representations as to the accuracy of
the data provided by for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 10 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Scheduled Balance State (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance Loans Balance Bal. (2) WAC Avg DSCR (1) State Props Balance Bal. (2) WAC Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 11 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Debt Service Coverage Ratio Property Type (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio Loans Balance Bal. (2) Avg DSCR (1) Type Props Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate Loans Balance Bal. (2) Avg DSCR (1) Seasoning Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 12 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group I
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) Loans Balance Bal. (2) Avg DSCR (1) Term Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term Loans Balance Bal. (2) Avg DSCR (1) Recent NOI Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Paying Agent makes no representations as to the accuracy of
the data provided by for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 13 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Scheduled Balance State (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Scheduled # of Scheduled Agg. WAM Weighted # of Scheduled Agg. WAM Weighted
Balance Loans Balance Bal. (2) WAC Avg DSCR (1) State Props Balance Bal. (2) WAC Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 14 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Debt Service Coverage Ratio Property Type (3)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Debt Service % of % of
Coverage # of Scheduled Agg. WAM WAC Weighted Property # of Scheduled Agg. WAM WAC Weighted
Ratio Loans Balance Bal. (2) Avg DSCR (1) Type Props Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Note Rate Seasoning
- ---------------------------------------------------------------- ----------------------------------------------------------------
% of % of
Note # of Scheduled Agg. WAM WAC Weighted # of Scheduled Agg. WAM WAC Weighted
Rate Loans Balance Bal. (2) Avg DSCR (1) Seasoning Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
See footnotes on last page of this section.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 15 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Current Mortgage Loan and Property Stratification Tables
Group II
Anticipated Remaining Term (ARD and Balloon Loans) Remaining Stated Term (Fully Amortizing Loans)
- ---------------------------------------------------------------- ----------------------------------------------------------------
Anticipated % of Remaining % of
Remaining # of Scheduled Agg. WAM WAC Weighted Stated # of Scheduled Agg. WAM WAC Weighted
Term (2) Loans Balance Bal. (2) Avg DSCR (1) Term Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI
- ---------------------------------------------------------------- ----------------------------------------------------------------
Remaining % of % of
Amortization # of Scheduled Agg. WAM WAC Weighted Age of Most # of Scheduled Agg. WAM WAC Weighted
Term Loans Balance Bal. (2) Avg DSCR (1) Recent NOI Loans Balance Bal. (2) Avg DSCR (1)
- ---------------------------------------------------------------- ----------------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
Totals Totals
- ---------------------------------------------------------------- ----------------------------------------------------------------
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Paying Agent makes no representations as to the accuracy of
the data provided by for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 16 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan Detail
- ---------------------------------------------------------------------------------------------------------------------------
Anticipated Neg. Beginning Ending Paid
Loan Property Interest Principal Gross Repayment Maturity Amort Scheduled Scheduled Thru
Number ODCR Type (1) City State Payment Payment Coupon Date Date (Y/N) Balance Balance Date
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Totals
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------
Appraisal Appraisal Res. Mod.
Loan Reduction Reduction Strat. Code
Number Date Amount (2) (3)
- ---------------------------------------------
- ---------------------------------------------
Totals
- ---------------------------------------------
- --------------------------------------------------------------------------------
(1) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed Use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(3) Modification Code
---------------------
1 - Maturity Date Extension
2 - Amortization Change
3 - Principal Write-Off
4 - Combination
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 17 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Principal Prepayment Detail
- ------------------------------------------------------------------------------------------------------------------------------------
Principal Prepayment Amount Prepayment Penalties
Offering Document ------------------------------------------------------------------------------------------
Loan Number Cross-Reference Payoff Amount Curtailment Amount Percentage Premium Yield Maintenance Charge
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Totals
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 18 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Historical Detail
- ------------------------------------------------------------------------------------------------------------------------------------
Delinquencies
- -------------------------------------------------------------------------------------------------
Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications
Date # Balance # Balance # Balance # Balance # Balance # Balance
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Prepayments Rate and Maturities
- --------------------------------------------------------------------------------------
Distribution Curtailments Payoff Next Weighted Avg.
Date # Balance # Balance Coupon Remit WAM
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Note: Foreclosure and REO Totals are excluded from the delinquencies.
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 19 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Delinquency Loan Detail
- -----------------------------------------------------------------------------------------------------------------------------------
Offering # of Current Outstanding Status of Resolution
Document Months Paid Through P & I P & I Mortgage Strategy Servicing Foreclosure
Loan Number Cross-Reference Delinq. Date Advances Advances ** Loan (1) Code (2) Transfer Date Date
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------
Current Outstanding
Servicing Servicing Bankruptcy REO
Loan Number Advances Advances Date Date
- --------------------------------------------------------------
- --------------------------------------------------------------
Totals
- --------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
(1) Status of Mortgage Loan
---------------------------
A - Payment Not Received 0 - One Month Delinquent 4 - Assumed Scheduled Payment
But Still in Grace Period 1 - (Performing Matured Loan)
B - Late Payment But Less 2 - Two Months Delinquent 7 - Foreclosure
Than 1 Month Delinquent 3 - Three or More Months Delinquent 9 - REO
(2) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed In Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
- -------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 20 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 04/17/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Specially Serviced Loan Detail - Part 1
- ---------------------------------------------------------------------------------------------------------------------
Offering Servicing Resolution
Distribution Loan Document Transfer Strategy Scheduled Property Interest Actual
Date Number Cross-Reference Date Code (1) Balance Type (2) State Rate Balance
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Net Remaining
Distribution Operating NOI Note Maturity Amortization
Date Income Date DSCR Date Date Term
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
(2) Property Type Code
----------------------
MF - Multi-Family OF - Office
RT - Retail MU - Mixed Use
HC - Health Care LO - Lodging
IN - Industrial SS - Self Storage
WH - Warehouse OT - Other
MH - Mobile Home Park
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 21 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Specially Serviced Loan Detail - Part 2
- ------------------------------------------------------------------------------------------------------------------------------------
Offering Resolution Site
Distribution Loan Document Strategy Inspection Appraisal Appraisal Other REO
Date Number Cross-Reference Code (1) Date Phase 1 Date Date Value Property Revenue Comment
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Resolution Strategy Code
----------------------------
1 - Modification 6 - DPO 10 - Deed in Lieu Of
2 - Foreclosure 7 - REO Foreclosure
3 - Bankruptcy 8 - Resolved 11 - Full Payoff
4 - Extension 9 - Pending Return 12 - Reps and Warranties
5 - Note Sale to Master Servicer 13 - Other or TBD
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 22 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Modified Loan Detail
- -----------------------------------------------------------------------------------------------------------------------------------
Offering
Loan Document Pre-Modification Post-Modification Pre-Modification Post-Modification Modification Modification
Number Cross-Reference Balance Balance Interest Rate Interest Rate Date Description
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 23 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/06
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/06
- -----------------------------------------------------------------------------------------------------------------------------------
Liquidated Loan Detail
- -----------------------------------------------------------------------------------------------------------------------------------
Final Recovery Offering Gross Proceeds Aggregate
Loan Determination Document Appraisal Appraisal Actual Gross as a % of Liquidation
Number Date Cross-Reference Date Value Balance Proceeds Actual Balance Expenses *
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Current Total
- -----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net Net Proceeds Repurchased
Loan Liquidation as a % of Realized by Seller
Number Proceeds Actual Balance Loss (Y/N)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Current Total
- --------------------------------------------------------------------------------
Cumulative Total
- --------------------------------------------------------------------------------
* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).
- -----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 24 of 26
--------- ----------------------------------------------
|[WELLS | | For Additional Information, please contact |
| FARGO | Deutsche Mortgage & Asset Receiving Corporation | CTSLink Customer Service |
| LOGO] | Commercial Mortgage Pass-Through Certificates | (301) 815-6600 |
--------- CD 2006-CD2 | Reports Available on the World Wide Web |
| @ www.ctslink.com/cmbs |
Wells Fargo Bank, N.A. ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road Payment Date: 04/17/2006
Columbia, MD 21045-1951 Determination Date: 04/11/2006 Record Date: 03/31/2006
- -----------------------------------------------------------------------------------------------------------------------------------
Bond/Collateral Reallized Loss Reconciliation
- ------------------------------------------------------------------------------------------------------------------------------------
Beginning Amounts
Balance of Aggregate Prior Realized Covered by Over- Interest (Shortage)/
Distribution Prospectus the Loan at Realized Loss Loss Applied collateralization and Excesses applied to
Date Id Liquidation on Loans to Certificates other Credit Support other Credit Support
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Current Total
- ------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Modification Additional
Adjustments/ (Recoveries)/ Current Realized Recoveries of (Recoveries)/Realized
Distribution Appraisal Reduction Expenses applied to Loss Applied to Realized Losses Loss Applied to
Date Adjustment Realized Losses Certificates Paid as Cash Certificate Interest
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Current Total
- ------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A. Page 25 of 26
EXHIBIT L
FORM OF INVESTOR CERTIFICATION
Dated:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: Commercial Mortgage Pass-Through Certificates,
Series CD 2006-CD2
--------------------------------------
In accordance with the Pooling and Servicing Agreement, dated as of
March 1, 2006 (the "Agreement"), by and among Deutsche Mortgage & Asset
Receiving Corporation, as Depositor, Midland Loan Services, Inc., as the
servicer with respect to all of the Mortgage Loans other than Mortgage Loans
sold by Citigroup Global Markets Realty Corp. to the Depositor (the "Midland
Servicer"), Wachovia Bank, National Association as the servicer with respect to
the Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty
Corp. (the "Wachovia Servicer" and collectively, with the Midland Servicer, the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"),
and Wells Fargo Bank, N.A., as trustee (the "Trustee") and paying agent. with
respect to the above-referenced certificates (the "Certificates"), the
undersigned hereby certifies and agrees as follows:
1. The undersigned is a beneficial owner or prospective purchaser of
the Class __ Certificates.
2. The undersigned is requesting access to the Trustee's internet
website containing certain information (the "Information") and/or is requesting
the information identified on the schedule attached hereto (also, the
"Information") pursuant to the provisions of the Agreement.
3. In consideration of the Trustee's disclosure to the undersigned
of the Information, or access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an
evaluation in connection with purchasing the related Certificates, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the "Representatives") in
any manner whatsoever, in whole or in part.
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 of the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Depositor, the Servicers, the Special Servicer, the Trustee and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.
6. Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the 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.
[Certificate Owner or Prospective Purchaser]
By:____________________________________
Title:_________________________________
Company: ______________________________
Phone:
EXHIBIT M
FORM OF SUB-SERVICER BACKUP CERTIFICATION
CD 2006-CD2 Mortgage Trust (the "Trust")
As contemplated by Section 10.08 of that certain pooling and
servicing agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Deutsche Mortgage and Asset Receiving Corporation, as
depositor (the "Depositor"), Midland Loan Services, Inc., as the servicer with
respect to all of the Mortgage Loans other than Mortgage Loans sold by Citigroup
Global Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia
Bank, National Association as the servicer with respect to the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively, with the Midland Servicer, the "Servicers"), LNR
Partners, Inc. as the special servicer (the "Special Servicer") and Wells Fargo
Bank, N.A., as trustee (the "Trustee") and paying agent, [identify the
certifying individual], a [_______________ ] of [_____], a [_____] corporation
(the "Sub-Servicer") as Sub-Servicer in connection with the sub-servicing of one
or more Mortgage Loans and/or Serviced Whole Loans under the Pooling and
Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name of Each
Certifying Person for Sarbanes-Oxley Certification], the Depositor, the
Servicers, the Trustee and their officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:
(i) Based on our knowledge, with respect to the period ending December
31, 20[__] (the "Relevant Period"), all servicing information and all
reports required to be submitted by the Sub-Servicer to the Trustee pursuant
to the Pooling and Servicing Agreement (the "Servicer Reports") for
inclusion in the annual report on Form 10-K for the Relevant Period and
inclusion in all reports on Form 8-K have been submitted by the Sub-Servicer
to the Trustee for inclusion in these reports;
(ii) Based on our knowledge, with respect to the Relevant Period, all
servicing information and all reports required to be submitted by the
Sub-Servicer to the [Midland Master Servicer] [Wachovia Master Servicer]
pursuant to the sub-servicing agreement between the Sub-Servicer and the
[Midland Master Servicer] [Wachovia Master Servicer] (the "Sub-Servicer
Reports") have been submitted by the Sub-Servicer to the [Midland Master
Servicer] [Wachovia Master Servicer];
(iii) Based on our knowledge, the information contained in the Servicer
Reports and Sub-Servicer 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 as of the last day of the
period ending December 31, 20[__];
(iv) Based upon our knowledge and the annual compliance review performed
as required under Section [__] of the Sub-Servicing Agreement, and except as
disclosed in the compliance certificate delivered pursuant to Section [__]
of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its
obligations under the Sub-Servicing Agreement in all material respects;
(v) [I am responsible for reviewing the activities performed by the
Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my
knowledge and the annual compliance reviews conducted in preparing the
servicer compliance statements for inclusion on Form 10-K pursuant Item 1123
of Regulation AB with respect to the Sub-Servicer, and except as disclosed
in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Servicing Agreement, the Sub-Servicer has
fulfilled its obligations under the Sub-Servicing Servicing Agreement in all
material respects];
(vi) I have disclosed to the accountants that are to deliver the annual
attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Sub-Servicer with respect to the Trust's fiscal
year _____ all information relating to the Sub-Servicer's assessment of
compliance with the Relevant Servicing Criteria, in order to enable them to
conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and
(vii) All annual assessment reports required under Section [__] of the
Sub-Servicing Agreement and their related annual attestation reports
required to be provided to the [Midland Master Servicer] [Wachovia Master
Servicer], the Trustee and the Depositor by the Sub-Servicer or any
Servicing Function Participant retained by the Sub-Servicer under or as
contemplated by the Pooling and Servicing Agreement and the Sub-Servicing
Agreement have been provided thereby. Based on my knowledge, all material
instances of noncompliance with the Relevant Servicing Criteria have been
disclosed in such reports, in each case based upon the annual attestation
report provided by a registered public accounting firm, after conducting a
review in compliance with the standards for attestation engagements issued
or adopted by the PCAOB, delivered pursuant to Section [__]of the
Sub-Servicing Agreement.
Capitalized terms used but not defined herein have the meanings set forth in the
Sub-Servicing Agreement or, if not defined in the Sub-Servicing Agreement, then
the meanings set forth in the Pooling and Servicing Agreement.
Date: _________________________
[NAME OF SUB-SERVICER]
By: _____________________________
Name:
Title:
EXHIBIT N
FORM OF PURCHASE OPTION NOTICE
Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Wachovia Bank, National Association
NC 1075, 8739 Research Drive URP4
Charlotte, North Carolina 28262-1075
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 20145-1951
Attention: Corporate Trust Services, CD 2006-CD2
Re: CD 2006-CD2
Commercial Mortgage Pass-Through Certificates
---------------------------------------------
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 (the "Pooling and Servicing Agreement") dated as of March 1, 2006,
entered into by Deutsche Mortgage & Asset Receiving Corporation, as depositor
(the "Depositor"), Midland Loan Services, Inc., as the servicer with respect to
all of the Mortgage Loans other than Mortgage Loans sold by Citigroup Global
Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia Bank,
National Association as the servicer with respect to the Mortgage Loans sold to
the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia Servicer"
and collectively, with the Midland Servicer, the "Servicers"), LNR Partners,
Inc., as special servicer (the "Special Servicer") and Wells Fargo Bank, N.A.,
as trustee (the "Trustee"). 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 Directing Certificateholder] [acquired its Purchase Option
from the Directing 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(c) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of its receipt of the applicable 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 such
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 applicable 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 such 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 applicable 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 [Directing
Certificateholder] [Special Servicer] hereby acknowledges and affirms that it
transferred its Purchase Option to the Option Holder identified above on
[_________].
[_______________________]
By:_______________________________
Name:
Title:]
EXHIBIT O
FORM OF TRUSTEE BACKUP CERTIFICATION
CD 2006-CD2 Mortgage Trust (The "Trust")
The undersigned, __________, a __________ of WELLS FARGO BANK, N.A., on behalf
of WELLS FARGO BANK, N.A., as Trustee (the "Trustee") and Paying Agent, under
that certain pooling and servicing agreement, dated as of March 1, 2006, (the
"Pooling and Servicing Agreement") entered into by Deutsche Mortgage & Asset
Receiving Corporation (the "Depositor"), Midland Loan Services, Inc., as the
servicer with respect to all of the Mortgage Loans other than Mortgage Loans
sold by Citigroup Global Markets Realty Corp. to the Depositor (the "Midland
Servicer"), Wachovia Bank, National Association as the servicer with respect to
the Mortgage Loans sold to the Depositor by Citigroup Global Markets Realty
Corp. (the "Wachovia Servicer" and collectively, with the Midland Servicer, the
"Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"),
and the Trustee, certify to [ ], Deutsche Mortgage & Asset Receiving Corporation
and its officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, 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___] (the "Annual Report"), and all reports on Form 10-D containing
statements to certificateholders filed in respect of periods included in
the year covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;
2. To the best of my knowledge, any information in the Reports prepared or
calculated by the Trustee (but not including any mortgage loan
information provided to the Trustee by the applicable Servicer or
Special Servicer that was used as a basis for such preparations or
calculations), 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 as of the last day of the period
covered by the Annual Report;
3. To the best of my knowledge, all of the distribution, servicing and
other information provided to the Trustee by the applicable Servicer and
the Special Servicer under the Pooling and Servicing Agreement for
inclusion in the Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the Trustee
and based on my knowledge and the compliance reviews conducted in
preparing the Trustee compliance statements required for inclusion on
Form 10-K pursuant to Item 1123 of Regulation AB, and except as
disclosed on any Reports, the Trustee has fulfilled its obligations in
all material respects under the Pooling and Servicing Agreement; and
5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation
reports required to be provided to the Trustee and the Depositor by the
Trustee or any Servicing Function Participant retained by the Trustee
under or as contemplated by the Pooling and Servicing Agreement have
been provided thereby. Based on my knowledge, all material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed
in such reports, in each case based upon the annual attestation report
provided by a registered public accounting firm, after conducting a
review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB, delivered pursuant to Section 10.13 of
the Pooling and Servicing Agreement.
Capitalized terms used but not defined herein have the meanings set forth in the
Pooling and Servicing Agreement.
Date: _________________________
WELLS FARGO BANK, N.A.
_______________________________
[Signature] [Title]
EXHIBIT P
FORM OF SERVICER BACKUP CERTIFICATION
CD 2006-CD2 Mortgage Trust (the "Trust")
I, [identify the certifying individual], a [_______________] of [MIDLAND LOAN
SERVICES, INC., a Delaware corporation (the "Midland Servicer")] [WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, (the "Wachovia Servicer")]
as [Midland Servicer] [Wachovia Servicer] under that certain pooling and
servicing agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Deutsche Mortgage and Asset Receiving Corporation, as
depositor (the "Depositor"), Midland Loan Services, Inc., as the servicer with
respect to all of the Mortgage Loans other than Mortgage Loans sold by Citigroup
Global Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia
Bank, National Association as the servicer with respect to the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively, with the Midland Servicer, the "Servicers"), LNR
Partners, Inc., as the Special Servicer and Wells Fargo Bank, N.A., as trustee
(the "Trustee") and paying agent, on behalf of the [Midland Servicer] [Wachovia
Servicer], certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, and its officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:
1. Based on my knowledge, with respect to the period ending December
31, 20[__] (the "Relevant Period"), and assuming the accuracy of the
statements required to be made by the Special Servicer in the
special servicer backup certificate delivered by the Special
Servicer relating to the Relevant Period, all servicing information
and all reports required to be submitted by the [Midland Servicer]
[Wachovia Servicer] to the Trustee pursuant to Sections 3.13(a) and
3.13(c) of the Pooling and Servicing Agreement (the "Servicer
Reports") for inclusion in the annual report on Form 10-K for the
Relevant Period and inclusion in all reports on Form 8-K have been
submitted by the [Midland Servicer] [Wachovia Servicer] to the
Trustee for inclusion in these reports;
2. Based on my knowledge, and assuming the accuracy of the statements
required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the
Relevant Period, the information contained in the Servicer 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 as of the last day of the
period ending December 31, 20[__];
3. I am responsible for reviewing the activities performed by the
[Midland Master Servicer] [Wachovia Master Servicer] under the
Pooling and Servicing Agreement and based upon my knowledge and the
annual compliance reviews conducted in preparing the servicer
compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB with respect to the [Midland Master
Servicer] [Wachovia Master Servicer], and except as disclosed in the
compliance certificate delivered by the [Midland Master Servicer]
[Wachovia Master Servicer] under Section 10.11. of the Pooling and
Servicing Agreement, the [Midland Master Servicer] [Wachovia Master
Servicer] has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects;
4. I have disclosed to the accountants that are to deliver the annual
attestation report on assessment of compliance with the Relevant
Servicing Criteria in respect of the [Midland Master Servicer]
[Wachovia Master Servicer] with respect to the Trust's fiscal year
_____ all information relating to the [Midland Master Servicer's]
[Wachovia Master Servicer's] assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a
review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and
5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation
reports required to be provided to the Trustee and the Depositor by
the [Midland Master Servicer] [Wachovia Master Servicer] or any
Servicing Function Participant retained by the [Midland Master
Servicer] [Wachovia Master Servicer] (other than a Loan Seller
Sub-Servicer) under or as contemplated by the Pooling and Servicing
Agreement have been provided thereby. Based on my knowledge, all
material instances of noncompliance with the Relevant Servicing
Criteria have been disclosed in such reports, in each case based
upon the annual attestation report provided by a registered public
accounting firm, after conducting a review in compliance with the
standards for attestation engagements issued or adopted by the
PCAOB, delivered pursuant to Section 10.13 of the Pooling and
Servicing Agreement.
Capitalized terms used but not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.
Date: _________________________
[MIDLAND LOAN SERVICES, INC.]
By: _____________________________
Name:
Title:
[WACHOVIA BANK, NATIONAL ASSOCIATION]
By: _____________________________
Name:
Title:
EXHIBIT Q
FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
CD 2006-CD2 Mortgage Trust (the "Trust")
I, [identify the certifying individual], a [_______________ ] of LNR PARTNERS,
INC. (the "Special Servicer") as Special Servicer under that certain pooling and
servicing agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Deutsche Mortgage and Asset Receiving Corporation, as
depositor (the "Depositor"), Midland Loan Services, Inc., as the servicer with
respect to all of the Mortgage Loans other than Mortgage Loans sold by Citigroup
Global Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia
Bank, National Association as the servicer with respect to the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively, with the Midland Servicer, the "Servicers"), the
Special Servicer and Wells Fargo Bank, N.A., as trustee (the "Trustee") and
paying agent, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. Based on my knowledge, with respect to the period ending December
31, 20[__] (the "Relevant Period"), all servicing information and
all required reports required to be submitted by the Special
Servicer to the applicable Servicer, the Depositor or Trustee
pursuant to the Pooling and Servicing Agreement (the "Special
Servicer Reports") for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 8-K
have been submitted by the Special Servicer to the applicable
Servicer, the Depositor or the Trustee, as applicable, for inclusion
in these reports;
2. Based on my knowledge, the information contained in the Special
Servicer 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 as of the last
day of the period ending December 31, 20[__];
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 annual compliance reviews conducted in
preparing the servicer compliance statements required in this report
under Item 1123 of Regulation AB with respect to the Special
Servicer, and except as disclosed in the compliance certificate
delivered by the Special Servicer under Section 10.11. of the
Pooling and Servicing Agreement, the Special Servicer has fulfilled
its obligations under the Pooling and Servicing Agreement in all
material respects;
4. I have disclosed to the accountants that are to deliver the annual
attestation report on assessment of compliance with the Relevant
Servicing Criteria in respect of the Special Servicer with respect
to the Trust's fiscal year _____ all information relating to the
Special Servicer assessment of compliance with the Relevant
Servicing Criteria, in order to enable them to conduct a review in
compliance with the standards for attestation engagements issued or
adopted by the PCAOB; and
5. All annual assessment reports required under Section 10.12 of the
Pooling and Servicing Agreement and their related annual attestation
reports required to be provided to the Trustee and the Depositor by
the Special Servicer or any Servicing Function Participant retained
by the Special Servicer under or as contemplated by the Pooling and
Servicing Agreement have been provided thereby. Based on my
knowledge, all material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports, in each case
based upon the annual attestation report provided by a registered
public accounting firm, after conducting a review in compliance with
the standards for attestation engagements issued or adopted by the
PCAOB, delivered pursuant to Section 10.13 of the Pooling and
Servicing Agreement.
Capitalized terms used but not defined herein have the meanings set forth in the
Pooling and Servicing Agreement.
Date: _________________________
LNR PARTNERS, INC.
By:_____________________________
Name:
Title:
EXHIBIT R
FORM OF NOTIFICATION FROM CUSTODIAN
[DATE]
To the Persons Listed on the attached Schedule A
Re: CD 2006-CD2
-----------
Ladies and Gentlemen:
In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
entered into by Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Midland Loan Services, Inc., as the servicer with respect to all of the Mortgage
Loans other than Mortgage Loans sold by Citigroup Global Markets Realty Corp.
(the "Midland Servicer"), Wachovia Bank National Association as the servicer
with respect to the Mortgage Loans sold to the Depositor by Citigroup Global
Market Realty Corp. (the "Wachovia Servicer" and collectively, with the Midland
Servicer, the "Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer") and Wells Fargo Bank, N.A., as Trustee and Paying Agent, the
undersigned, as Custodian, hereby notifies you that, based upon the review
required under the Pooling and Servicing Agreement, the Mortgage File for each
Mortgage Loan set forth on the attached defect schedule contains a document or
documents which (i) has not been executed or received, (ii) has not been
recorded or filed (if required), (iii) is unrelated to the Mortgage Loans
identified in the Mortgage Loan Schedule, (iv) appears not to be what they
purport to be or has been torn in any materially adverse manner or (v) is
mutilated or otherwise defaced, in each case as more fully described on the
attached defect schedule.
The Custodian has no responsibility to determine, and expresses no
opinion with respect thereto, whether any document or opinion is legal, valid,
binding or enforceable, whether the text of any assignment or endorsement is in
proper or recordable form (except, if applicable, to determine if the Trustee is
the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket
assignment is permitted in any applicable jurisdiction, or whether any Person
executing any document or rendering any opinion is authorized to do so or
whether any signature thereon is genuine.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
[SIGNATURE PAGE FOLLOWS]
WELLS FARGO BANK, N.A.,
as Custodian
By:_____________________________
Name:
Title:
SCHEDULE A TO FORM OF NOTIFICATION FROM CUSTODIAN
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services, CD 2006-CD2
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan
Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Attention: President
Telecopy: (913) 253-9001
Wachovia Bank, National Association
NC 1075, 8739 Research Drive URP4
Charlotte, North Carolina 28262-1075
Attention: CD 2006-CD2
Telecopy No.: (704) 715-0036
LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Randy Wolpert
Telecopy No.: (305) 695-5601
If to the German American Capital Corporation, as Mortgage Loan Seller, to:
German American Capital Corporation
60 Wall Street
New York, New York 10005
Attention: Helaine M. Kaplan
If to Citigroup Global Markets Realty Corp., as Mortgage Loan Seller, to:
Citigroup Global Markets Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013
Attention: Angela Vleck
Telecopy No.: (212) 816-8307
If to PNC Bank, National Association, as Mortgage Loan Seller, to:
PNC Bank, National Association
10851 Mastin, Suite 300 (Bldg 82)
Overland Park, Kansas 66210
Attention: Harry Funk
Telecopy No.: (913) 253-9717
with a copy to:
PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Gretchen Lengel Kelly
Telecopy No.: (412) 762-4334
DEFECT SCHEDULE
EXHIBIT S-1
FORM OF CLOSING DATE TRUSTEE CERTIFICATION
March [__], 2006
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Wachovia Bank, National Association
NC 1075, 8739 Research Drive URP4
Charlotte, North Carolina 28262-1075
LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10041
Attention: Commercial Mortgage Surveillance Group
German American Capital Corporation
60 Wall Street
New York, New York 10005
PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210
PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Citigroup Global Markets Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013
Re: Commercial Mortgage Pass-Through Certificates, Series CD 2006-CD2
-----------------------------------------------------------------
In accordance with Section 2.01(b) of the Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Agreement") entered into by Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services,
Inc., the servicer with respect to all of the Mortgage Loans other than Mortgage
Loans sold by Citigroup Global Markets Realty Corp. to the Depositor (the
"Midland Servicer"), Wachovia Bank, National Association as the servicer with
respect to the Mortgage Loans sold to the Depositor by Citigroup Global Markets
Realty Corp. (the "Wachovia Servicer" and collectively, with the Midland
Servicer, the "Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer") as and the undersigned, as Trustee and Paying Agent, the
Trustee hereby certifies that, with respect to each Mortgage Loan listed on the
Mortgage Loan Schedule attached hereto as Schedule A, (a) the Trustee has in its
possession all Notes or an appropriate lost note affidavit, and (b) 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, appear to be executed and relate to such Mortgage Loan.
Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
[____________________]
Corporate Trust Officer
SCHEDULE A TO CLOSING DATE TRUSTEE CERTIFICATION
(MORTGAGE LOAN SCHEDULE)
EXHIBIT S-2
FORM OF POST-CLOSING TRUSTEE CERTIFICATION
[______] [__], 2006
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Midland Loan Services, Inc.
10851 Mastin, Building 82, 7th Floor
Overland Park, Kansas 66210
Wachovia Bank, National Association
NC 1075, 8739 Research Drive URP4
Charlotte, North Carolina 28262-1075
LNR Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10041
Attention: Commercial Mortgage Surveillance Group
German American Capital Corporation
60 Wall Street
New York, New York 10005
PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210
PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Citigroup Global Markets Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Re: Commercial Mortgage Pass-Through Certificates, Series CD 2006-CD2
-----------------------------------------------------------------
In accordance with Section 2.01(b) of the Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Agreement") entered into by Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services,
Inc., as the servicer with respect to all of the Mortgage Loans other than
Mortgage Loans sold by Citigroup Global Markets Realty Corp. to the Depositor
(the "Midland Servicer"), Wachovia Bank, National Association, as the servicer
with respect to the Mortgage Loans sold to the Depositor by Citigroup Global
Markets Realty Corp. (the "Wachovia Servicer" and collectively, with the Midland
Servicer, the "Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee") and
paying agent, the Trustee hereby certifies that, with respect to each Mortgage
Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the
Trustee has in its possession a copy of the Mortgage, a copy of any related
ground leases, the originals or copies of any related letters of credit and the
lenders title policy (original or copy or marked-up title commitment marked as
binding and countersigned by the title company or its authorized agent either on
its face (which may be a pro forma or specimen title insurance policy which has
been accepted or approved as binding in writing by the related title insurance
company) or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company and,
with respect to hospitality properties, a copy of the franchise agreement, an
original or copy of the comfort letter and any transfer documents with respect
tot such comfort letter and (b) 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, appear to be executed
and relate to such Mortgage Loan
Capitalized terms used but not defined herein shall the respective
meanings set forth in the Agreement.
WELLS FARGO BANK, N.A.,
as Trustee
[____________________]
Corporate Trust Officer
SCHEDULE A TO FORM OF POST-CLOSING TRUSTEE CERTIFICATION
(MORTGAGE LOAN SCHEDULE)
EXHIBIT T
FORM OF NOTICE TO THE TRUSTEE AND S&P FROM THE MASTER SERVICER
REGARDING DEFEASANCE OF MORTGAGE LOAN
For Mortgage Loans having a Stated Principal Balance of $20,000,000 or less or
having an aggregate Stated Principal Balance of 5% or less of all of the
Mortgage Loans (whichever is
less), so long as of the date hereof such Mortgage Loan is not one of the ten
largest Mortgage Loans by Stated Principal Balance
To: Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services, CD 2006-CD2
From: [Midland Loan Services, Inc. (referred herein as "Midland Servicer")]
[Wachovia Bank, National Association (referred herein as "Wachovia Servicer")]
in its capacity as Master Servicer under the Pooling and Servicing Agreement
dated as of March 1, 2006 (the "Pooling and Servicing Agreement"), among the
[Midland Servicer] [Wachovia Servicer], Wells Fargo Bank, N.A., as Trustee, and
certain other parties.
Date: _________, 20___
Re: Deutsche Mortgage & Asset Receiving Corporation, Commercial Mortgage
Pass-Through Certificates Series CD 2006-CD2 Mortgage Loan (the "Mortgage Loan")
heretofore secured by real property known as __________________.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.
THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF THE SERVICERS UNDER THE POOLING AND
SERVICING AGREEMENT AND THE SERVICING STANDARD
We hereby notify you and confirm that each of the following is true, subject to
those exceptions, if any, set forth on Exhibit A hereto, which exceptions the
[Midland Servicer] [Wachovia Servicer] has determined, consistent with the
Servicing Standard, will have no material adverse effect on the Mortgage Loan or
the defeasance transaction:
1. The Borrower has consummated a defeasance of the Mortgage Loan of
the type checked below:
___ a full defeasance of the entire outstanding principal balance
($___________) of the Mortgage Loan; or
___ a partial defeasance of a portion ($________) of the Mortgage
Loan that represents ___% of the entire principal balance of the Mortgage Loan
($_________);
2. The defeasance was consummated on ____________, 20__.
3. The defeasance was completed in all material respects in
accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.
4. The defeasance collateral consists only of one or more of the
following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt
obligations of the Federal Home Loan Mortgage Corporation, or (iv) interest-only
direct debt obligations of the Resolution Funding Corporation. Such defeasance
collateral consists of securities that (i) if they include a principal
obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not subject to prepayment, call or
early redemption.
5. After the defeasance, the defeasance collateral will be owned
by an entity (the "Defeasance Obligor") that: (i) is the original Borrower, (ii)
is a Single-Purpose Entity (as defined in the S&P Criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those
contained in the organizational documents of the original Borrower with respect
to bankruptcy remoteness and single purpose, (iv) has been designated as the
Defeasance Obligor by the originator of the Mortgage Loan pursuant to the terms
of the Loan Documents, or (v) has delivered a letter from Standard & Poor's
confirming that the organizational documents of such Defeasance Obligor were
previously approved by Standard & Poor's. The Defeasance Obligor owns no assets
other than defeasance collateral and (only in the case of the original Borrower)
real property securing one or more Mortgage Loans included in the pool under the
Pooling and Servicing Agreement (the "Pool").
6. If such Defeasance Obligor (together with its affiliates)
holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $20 Million or more than five percent
(5%) of the aggregate certificate balance of the Certificates as of the date of
the most recent Paying Agent's Monthly Certificateholder Report received by the
[Midland Servicer] [Wachovia Servicer] (the "Current Report").
7. The defeasance documents require that the defeasance
collateral be credited to an eligible account (as defined in the S&P Criteria)
that must be maintained as a securities account by a securities intermediary
that is at all times an Eligible Institution (as defined in the S&P Criteria).
The securities intermediary may reinvest proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing
Agreement).
8. The securities intermediary is obligated to pay from the
proceeds of the defeasance collateral directly to the [Midland Servicer's]
[Wachovia Servicer's] collection account, all scheduled payments on the Mortgage
Loan or, in a partial defeasance, not less than 125% of the portion of such
scheduled payments attributed to the allocated loan amount for the real property
defeased (the "Scheduled Payments").
9. The [Midland Servicer] [Wachovia Servicer] received written
confirmation from an independent certified public accountant 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 including the payment in full of the Mortgage Loan (or
the allocated portion thereof in connection with a partial defeasance) on its
Maturity 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, (iii) the defeasance collateral is not subject to
prepayment, call or early redemption, and (iv) interest income from the
defeasance collateral to the Defeasance Obligor in any tax 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, other than in
the year in which the Maturity Date or Anticipated Repayment Date will occur,
when interest income will exceed interest expense.
10. The [Midland Servicer] [Wachovia Servicer] received opinions
of counsel that, subject to customary qualifications, (i) the defeasance will
not cause the Trust to fail to qualify as a REMIC for purpose of the Internal
Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance
Obligor in connection with the defeasance are enforceable against them in
accordance with their terms, and (iii) the Trustee will have a perfected, first
priority security interest in the defeasance collateral.
11. The agreements executed in connection with the defeasance (i)
prohibit subordinate liens against the defeasance collateral, (ii) provide for
prepayment from sources other than the defeasance collateral of all fees and
expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expense of maintaining the existence of the
Defeasance Obligor, (iii) permit release of surplus defeasance collateral and
earnings on reinvestment to the Defeasance Obligor only after the Mortgage Loan
has been paid in full, (iv) include representations and/or covenants of the
Mortgagor and/or securities intermediary substantially as set forth on Exhibit B
hereto, (v) provide for survival of such representations; and (vi) do not permit
waiver of such representations and covenants.
12. The outstanding principal balance of the Mortgage Loan
immediately before the defeasance was less than $20,000,000 or less than 5% of
the aggregate certificate balance of the Certificates as of the date of the
Current Report. The Mortgage Loan is not one of the ten (10) largest loans in
the pool.
13. Copies of all material agreements, instruments, organizational
documents, opinions of counsel, accountant's report and other items delivered in
connection with the defeasance will be provided to you upon request.
14. The individual executing this notice is an authorized officer or
a servicing officer of the Servicer.
IN WITNESS WHEREOF, the [Midland Servicer] [Wachovia Servicer] has
caused this notice to be executed as of the date captioned above.
[MIDLAND LOAN SERVICES, INC.]
[WACHOVIA BANK, NATIONAL ASSOCIATION]:
By:____________________________________
Name:
Title:
EXHIBIT A
Form of Notice and Certification Regarding Defeasance of Mortgage Loan
(List of Exceptions)
EXHIBIT B
Perfected Security Interest Representations
General:
[The defeasance agreements] create a valid and continuing security
interest (as defined in the applicable UCC) in the [Collateral, Securities
Account and Deposit Account] in favor of the [Secured Party], which security
interest is prior to all other [Liens], and is enforceable as such as against
creditors of and purchasers from [Debtor].
Note that "Collateral" means securities, permitted investments and other
assets credited to securities accounts.
The [Deposit Account] constitutes a "deposit account" within the
meaning of the applicable UCC.
All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.
Creation:
[Debtor] owns and has good and marketable title to the [Collateral,
Securities Account and Deposit Account] free and clear of any [Lien], claim or
encumbrance of any Person.
[Debtor] has received all consents and approvals required by the
terms of the [Collateral] to the transfer to the [Secured Party] of its interest
and rights in the [Collateral] hereunder.
Perfection:
[Debtor] has caused or will have caused, within ten (10) days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.
[Debtor] has delivered to [Secured Party] a fully executed agreement
pursuant to which the securities intermediary or the account bank has agreed to
comply with all instructions originated by the [Secured Party] relating to the
[Securities Account] or directing disposition of the funds in the [Deposit
Account] without further consent by the [Debtor].
[Debtor] has taken all steps necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person having
a security entitlement against the securities intermediary in the [Securities
Account].
[Debtor] has taken all steps necessary to cause [Secured Party] to
become the account holder of the [Deposit Account].
Priority:
Other than the security interest granted to the [Secured Party]
pursuant to his Agreement, [Debtor] has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the [Collateral, Securities
Account and Deposit Account]. [Debtor] has not authorized the filing of and is
not aware of any financing statements against [Debtor] that include a
description of collateral covering the [Collateral, Securities Account and
Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated.
Debtor is not aware of any judgment or tax lien filings against [Debtor].
EXHIBIT U
INFORMATION REQUEST FORM
Date: [________] [__], 20[__]
[Address of party from
whom information is requested]
Attention: Deutsche Mortgage Asset & Receiving Corporation, Commercial Mortgage
Pass Through Certificates, CD 2006-CD2
In accordance with the Pooling and Servicing Agreement, dated as of March
1, 2006 (the "Agreement"), entered into by Deutsche Mortgage Asset & Receiving
Corporation, as depositor, Midland Loan Services, Inc., as the servicer with
respect to all of the Mortgage Loans other than Mortgage Loans sold by Citigroup
Global Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia
Bank, National Association as the servicer with respect to the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively, with the Midland Servicer, the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Wells Fargo
Bank, N.A., as trustee and paying agent, with respect to the above referenced
certificates (the "Certificates"), the undersigned hereby certifies and agrees
as follows:
1. The undersigned is a beneficial owner or prospective purchaser of the
Class [__] Certificates.
2. The undersigned is requesting from [name of party from whom information is
requested] certain information (the "Information") pursuant to the
provisions of the Agreement.
3. In consideration of the [name of party from whom information is
requested]'s disclosure to the undersigned of the Information, or access
thereto, the undersigned will keep the Information confidential (except
from such outside persons as are assisting it in making an evaluation in
connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Information,
will not, without the prior written consent of [name of party from whom
information is requested], be otherwise disclosed by the undersigned or by
its officers, directors, partners, employees, agents or representatives
(collectively, the "Representative") in any manner whatsoever, in whole or
in part.
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.
5. The undersigned shall be fully liable for any breach of this agreement by
itself or any of its Representatives and shall indemnify the Depositor,
[name of party from whom information is requested], the Trustee and the
Trust Fund for any loss, liability or expense incurred thereby with
respect to any such breach by the undersigned or any its Representative.
6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the 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.
[_______________________________________]
Beneficial Owner or Prospective Purchaser
By:______________________________________
Title:___________________________________
Company:_________________________________
Phone:___________________________________
EXHIBIT V
Additional Disclosure Notification
**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Wells Fargo Bank, N.A., as Trustee
Old Annapolis Road
Columbia, Maryland 21045
Attn: Corporate Trust Services - [DEAL NAME]--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 1, 2006, among Deutsche Mortgage Asset & Receiving
Corporation, as depositor, Midland Loan Services, Inc., as the servicer with
respect to all of the Mortgage Loans other than Mortgage Loans sold by Citigroup
Global Markets Realty Corp. to the Depositor (the "Midland Servicer"), Wachovia
Bank, National Association as the servicer with respect to the Mortgage Loans
sold to the Depositor by Citigroup Global Markets Realty Corp. (the "Wachovia
Servicer" and collectively, with the Midland Servicer, the "Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Wells Fargo
Bank, N.A., as trustee and 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 W
Loan Seller Sub-Servicers
Wachovia Master Servicer
CBRE Melody of Texas, LP / GEMSA Loan Services, L.P., with respect to the
following Mortgage Loans:
o Rock Pointe Corporate Center
o The Ansonia
o Top Food & Drug - Auburn, WA
o Safeway - Vancouver, WA
o Larry's Market - Tukwila, WA
o Sherm's Thunderbird Market - Roseburg, OR
o Trafalgar Plaza Portfolio
o Shelton Pointe
o College Square Shopping Center
o Sunwest Medical Center
o Cortez Plaza East
o Birnam Wood Apartments
o Stonecreek Apartments-Phase I
o Village Plaza
o 1033 Third Street
o Spectrum Fitness
o Thorn Run Crossing
o Metro Center Diamond Bar
o Walgreens - Philadelphia, PA
o Whittier Plaza
o The Gaylord Building
o Super Walmart - Tell City, IN
o Battenkill Plaza
o Pacific Willow Center
o Summit Trading Company - Puyallup, WA
CFC Advisory Services Limited Partnership, with respect to the following
Mortgage Loans:
o Story and King Plaza
o Village Oaks Shopping Center
o Oxford Apartments
GMAC Commercial Mortgage Corporation, with respect to the following Mortgage
Loans:
o Maverick Creek Villas
o Colonial Square
o Bentley Retail
Laureate Capital LLC, with respect to the following Mortgage Loans:
o Hilton Garden Inn - Newport News, VA
NorthMarq Capital, Inc., with respect to the following Mortgage Loans:
o Woodcrest Corporate Center
o Canyon Corporate Plaza
o Supertel Hotel Portfolio
o 1815-1819 East Jericho Turnpike
o Aku Tiki Inn
o West Park Retail
o Bahama House
o Satellite Shoppes
PSRS Administrative Services, LLC, with respect to the following Mortgage Loans:
o The Exchange at Tallahassee Apts
o Buena Park Promenade
Holliday Fenoglio Fowler, L.P., with respect to the following Mortgage Loans:
o The Links at North Creek
Midland Master Servicer
None
Special Servicer
None
Exhibit X
- -------------------------------------------------------------------------------------------------
Loan
Balance Holdback
Control # Property Name (UPB) Amount Holdback Provisions
- -------------------------------------------------------------------------------------------------
15 Research 43,000,000 2,000,000 At closing borrower escrowed
Boulevard $2.0MM as a reserve in connection
Center with the Shire space currently
unoccupied. Lender would
disburse the reserve subject to
certain subsequent leasing up
(not sub-lease) and DSCR levels.
Also there is a similar escrow of
$446,968 as rent abatement
protection from other tenants.
- -------------------------------------------------------------------------------------------------
17 Stratford Plaza 39,000,000 400,000 $400K holdback for dark Circuit
City Space
- -------------------------------------------------------------------------------------------------
18 Empirian at 38,500,000 4,800,000 $4.8MM to be released only if
Steele Park certain benchmarks are met (90%
occupancy, 1.25x DSCR based on
amortizing loan)
- -------------------------------------------------------------------------------------------------
44 Colonnade at 22,140,000 3,625,000 There is a personal guarantee by
Germantown the loan sponsors for $3.625MM
released upon 1.25x on T12.
- -------------------------------------------------------------------------------------------------
45 Indian Lakes 22,000,000 1,300,000 Lender held back loan proceeds of
Apartments $1.3MM to be released when the
following conditions are met: (1)
min occup of 90%; (2) min DSCR of
1.20x based upon T-6 (annualized)
less the greater of the T-12
expenses; (3) no event of default.
- -------------------------------------------------------------------------------------------------
46 Story and King 21,630,000 2,336,035 A disbursement from the debt
Plaza service coverage deposit can be
requested to be disbursed by the
Borrower 36 months from the date
of holdback reserve and closing
agreement in an amount equal
that, together with the then
outstandinng principal amount of
the Loan, has achieved a debt
service coverage ratio of not
less than 1.20x to 1.00x based
upon the in place underwritten
net cash flow from the property
as determined by Lender in its
sole discretion, but in no event
shall disbursements exceed the
debt service coverage deposit.
Borrower must submit to Lender
evidence satisfactory to Lender
in its sole discretion that the
Property has achieved a Net Cash
Flow sufficient to attain the
required debt service coverage,
which shall be calculated by
Lender using: (a) the greater
of a constant of 6.65% of the
original principal balance of the
Loan, (b) the Net Cash Flow from
the property. Net Cash Flow is
defined as Revenue (1) less
trailing six months of operating
expenses, annualized; (2) the
greater of four percent of gross
revenues generated by the
operation of the Property or
(2-a) the actual management fee
paid to the professional
third-party manager of the
Property, if any; and (3)
underwritten annual capital
improvement reserves of
$9,234.00, and annual
underwritten reserves of
$38,167.00.
- -------------------------------------------------------------------------------------------------
69 Rexford Park 16,200,000 600,000 Debt Service Reserve of $600,000
held back at closing, to be
released subject to a 1.20x DSCR
at the greater of a 6.50% of the
actual constant, after Nucor
vacates and space is leased to
tenant(s) acceptable to Lender.
- -------------------------------------------------------------------------------------------------
72 Shelton Pointe 15,684,327 272,246 $272,246 representing holdback
agreements in connection with
pprepaid and free rent granted to
two tenants (Golden Hill and
Alberts Financial), which is
released upon the property
reaching 95% occupancy
- -------------------------------------------------------------------------------------------------
79 Deerfield Plaza 14,400,000 If DSCR falls below 1.10x, lender
may require borrower to post LC
for 2 yrs DS, reserve and escrow
payments or become subject to CMA.
- -------------------------------------------------------------------------------------------------
97 Northwest 12,375,000 900,000 Property must achieve DSCR of
Corners 1.20 to 1.00 in the aggregate
Apartments supported by cash collections for
the twelve (12) month period
immediately preceding the request
for disbursement, based on the
greater of the actual constant
and 6.50%. Property cash flow is
based on lender's calculation of
actual rents, recurring other
income, and actual expenses with
a minimum of 5% or market
vacancy, 4% management fee and
prorated replacement reserve less
actual amount in the reserve
account. Lender's determination
of property cash flow is the
controlling definition.
- -------------------------------------------------------------------------------------------------
101 Wynwood Office 11,800,000 2,000,000 $2,000,000 guaranty to be
Buildings released based on 1.25x coverage
(30-yr amort) and occupancy
greater than 90%.
- -------------------------------------------------------------------------------------------------
103 El Clair 11,500,000 1,700,000 The Borrower will also be
Medical required to provide a $1.7MM
Building tenant holdback reserve with
releases upon being provided with
proof of completion of TI work
and commencement of rent payments
(in process of being released
during closing of securitization;
see email on server).
- -------------------------------------------------------------------------------------------------
111 Birnam Wood 10,400,000 1,300,000 At closing, Lender collected
Apartments $1,300,000. It is released upon:
(a) no event of default; and (b)
full loan sizes at 1.20x at 7.00%
constant. Holdback release based
on (a) lower of Trailing-3 or
Trailing-12 for revenue; and (b)
the greater of actual Trailing-3
or appraiser's underwritten
expenses, adjusted for
seasonality and a 4% management
fee. Post closing, the Borrower
substituted a letter of credit
for the cash deposit taken at
closing. On 12/15/04, the
Holdback Agreement was modified
such that the cash deposit was
substituted with a Letter of
Credit. There is still 160.17
remaining in the cash reserve. We
are now holding the $1.3MM in the
form of a LOC.
- -------------------------------------------------------------------------------------------------
126 New Albany 9,600,000 2,090,000 Loan is structured with a letter
Medical Office of credit of $2,090,000 pending
Building stabilized occupancy of 90%.
$1,525,000 will be released when
tenant New Albany Surgical
Hospital Foundation takes
occupancy and begins paying rent,
(providing for 86.4% physical and
economic occupancy) and a
underwritten net cash flow is
$735,362, which provides for a
debt service coverage ratio of
1.20x on the funded loan.
Release subject to an updated
appraisal report with a valuation
providing for maximum 80% loan to
value on the released funds. The
remaining $565,000 will be
released pending stabilized
occupancy of 90% and
underwrtitten net cash flow of
$791,629 equal to a 1.20x debt
service coverage ratio on the
full loan of $9,600,000.
Lender's underwriting will be
based upon the actual vacancy,
all rents market to market at $18
psf, NNN, the greater of actual
or appraiser's expenses, the
greater of 4% or actual
management fee, $.20 per square
foot structural reserves and
$1.42 per square foot leasing
reserve. Borrower will have 36
months to get the holdback
released, otherwise it will
become a permanent debt service
reserve.
- -------------------------------------------------------------------------------------------------
133 Siempre Viva 9,230,000 355,000 At closing, Lender collected
$355,000 for a Murphy Lease
Deposit, which relates to the
space currently leased by SVBP
East (comprising 10,763 sf due to
expire 10/06). Release is
contingent upon (1) Lender's
receipt of a satisfactory
estoppel from an SVBP East
replacement tenant acceptable to
Lender evidencing that the tenant
is in occupancy and paying full
rent; (2) replacement tenant's
lease must be approved by Lender
with an initial term of no less
than 3 years, and a minimum rent
of $6.25/sf NNN; (3) Lender must
determine that the subject is not
less than 95% occupied
(calculation excludes any
truck/trailer parking); (3) the
property must achieve a minimum
DSCR of 1.20x based on the actual
constant.
- -------------------------------------------------------------------------------------------------
144 Shaw's 8,222,344 Land 11.6 developable acres may later
Supermarket - Release be released from the collateral
Windham, NH for Phase II construction, so
long as DSCR at least 1.20, LTV
no greater than 80% and Shaw's
parcel not devalued by the
release.
- -------------------------------------------------------------------------------------------------
179 Trafalgar 6,200,000 500,000 Sponsors to provide a loan
Square guarantee in the amount of $500K
Apartments until 1) minimum occupancy of 94%
and 2) minimum DSC of 1.20x based
on trailing 6 months revenue less
greater of actual T-12 expenses
or underwritten expenses.
- -------------------------------------------------------------------------------------------------
213 Oxford 4,650,000 225,000 An amount of $225,000 has been
Apartments held back as debt service
reserve. The Borrower will have
three attempts over a three year
period to request release of the
remaining $225,000 through
evidence of a 1.20x debt service
coverage at a 6.75% constant. The
cash flows for this purpose will
be calculated as Revenues less:
a) Trailing six months of
operating expenses, annualized;
b) The greater of 4% of the gross
revenues or the actual management
fees paid; c) Underwritten
annual capital improvement
reserve of $13,008; and d)
Underwritten annual leasing
reserve of $5,271.
- -------------------------------------------------------------------------------------------------
226 Battenkill 4,075,010 121,000 Lender funded $4,100,000 at
Plaza closing, but has held back
$121,000 as a performance
reserve. This reserve will be
released upon renewal of the
Ellen Tracy space at $30.00/sf on
a triple net basis with tenant in
occupancy and paying full rent
and the property, with
satisfactory estoppel received.
If tenant rent is less than
$30/SF, then the amount released
will be reduced to an amount
where the DSCR is at least 1.25x
the full loan amount at greater
of 7.00% or the actual constant.
- -------------------------------------------------------------------------------------------------
Exhibit Y
FORM OF DEPOSITOR CERTIFICATION TO BE
PROVIDED WITH FORM 10-K
Deutsche Mortgage and Asset Receiving Corporation,
Commercial Mortgage Pass-Through Certificates
Series CD 2006-CD2 (the "Trust")
I, [identify the certifying individual], a [title] of Deutsche
Mortgage and Asset Receiving Corporation, the depositor into the
above-referenced Trust, certify that:
(a) I have reviewed this annual report on Form 10-K, and all reports
Form 10-D required to be filed in respect of periods included in the year
covered by this annual report, of the Trust;
(b) 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 annual report;
(c) 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;
(d) Based on my knowledge and the servicer compliance statements
required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic report, the servicers have
fulfilled their obligations under the pooling and servicing agreement; and
(e) All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed
securities 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: Midland Loan Services,
Inc., Wachovia Bank, National Association, LNR Partners, Inc., Wells Fargo Bank,
N.A. and [list any sub-servicers]
Date:___________________________
[______________________]
Deutsche Mortgage and Asset Receiving Corporation.
SCHEDULE I
CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE
- -----------------------------------------
Date Period Balance
- -----------------------------------------
4/15/2006 1 $111,000,000
- -----------------------------------------
5/15/2006 2 $111,000,000
- -----------------------------------------
6/15/2006 3 $111,000,000
- -----------------------------------------
7/15/2006 4 $111,000,000
- -----------------------------------------
8/15/2006 5 $111,000,000
- -----------------------------------------
9/15/2006 6 $111,000,000
- -----------------------------------------
10/15/2006 7 $111,000,000
- -----------------------------------------
11/15/2006 8 $111,000,000
- -----------------------------------------
12/15/2006 9 $111,000,000
- -----------------------------------------
1/15/2007 10 $111,000,000
- -----------------------------------------
2/15/2007 11 $111,000,000
- -----------------------------------------
3/15/2007 12 $111,000,000
- -----------------------------------------
4/15/2007 13 $111,000,000
- -----------------------------------------
5/15/2007 14 $111,000,000
- -----------------------------------------
6/15/2007 15 $111,000,000
- -----------------------------------------
7/15/2007 16 $111,000,000
- -----------------------------------------
8/15/2007 17 $111,000,000
- -----------------------------------------
9/15/2007 18 $111,000,000
- -----------------------------------------
10/15/2007 19 $111,000,000
- -----------------------------------------
11/15/2007 20 $111,000,000
- -----------------------------------------
12/15/2007 21 $111,000,000
- -----------------------------------------
1/15/2008 22 $111,000,000
- -----------------------------------------
2/15/2008 23 $111,000,000
- -----------------------------------------
3/15/2008 24 $111,000,000
- -----------------------------------------
4/15/2008 25 $111,000,000
- -----------------------------------------
5/15/2008 26 $111,000,000
- -----------------------------------------
6/15/2008 27 $111,000,000
- -----------------------------------------
7/15/2008 28 $111,000,000
- -----------------------------------------
8/15/2008 29 $111,000,000
- -----------------------------------------
9/15/2008 30 $111,000,000
- -----------------------------------------
10/15/2008 31 $111,000,000
- -----------------------------------------
11/15/2008 32 $111,000,000
- -----------------------------------------
12/15/2008 33 $111,000,000
- -----------------------------------------
1/15/2009 34 $111,000,000
- -----------------------------------------
2/15/2009 35 $111,000,000
- -----------------------------------------
3/15/2009 36 $111,000,000
- -----------------------------------------
4/15/2009 37 $111,000,000
- -----------------------------------------
5/15/2009 38 $111,000,000
- -----------------------------------------
6/15/2009 39 $111,000,000
- -----------------------------------------
7/15/2009 40 $111,000,000
- -----------------------------------------
8/15/2009 41 $111,000,000
- -----------------------------------------
9/15/2009 42 $111,000,000
- -----------------------------------------
10/15/2009 43 $111,000,000
- -----------------------------------------
11/15/2009 44 $111,000,000
- -----------------------------------------
12/15/2009 45 $111,000,000
- -----------------------------------------
1/15/2010 46 $111,000,000
- -----------------------------------------
2/15/2010 47 $111,000,000
- -----------------------------------------
3/15/2010 48 $111,000,000
- -----------------------------------------
4/15/2010 49 $111,000,000
- -----------------------------------------
5/15/2010 50 $111,000,000
- -----------------------------------------
6/15/2010 51 $111,000,000
- -----------------------------------------
7/15/2010 52 $111,000,000
- -----------------------------------------
8/15/2010 53 $111,000,000
- -----------------------------------------
9/15/2010 54 $111,000,000
- -----------------------------------------
10/15/2010 55 $111,000,000
- -----------------------------------------
11/15/2010 56 $111,000,000
- -----------------------------------------
12/15/2010 57 $111,000,000
- -----------------------------------------
1/15/2011 58 $111,000,000
- -----------------------------------------
2/15/2011 59 $111,000,000
- -----------------------------------------
3/15/2011 60 $110,791,925
- -----------------------------------------
4/15/2011 61 $108,848,000
- -----------------------------------------
5/15/2011 62 $106,669,000
- -----------------------------------------
6/15/2011 63 $104,707,000
- -----------------------------------------
7/15/2011 64 $102,509,000
- -----------------------------------------
8/15/2011 65 $100,527,000
- -----------------------------------------
9/15/2011 66 $98,535,000
- -----------------------------------------
10/15/2011 67 $96,309,000
- -----------------------------------------
11/15/2011 68 $94,298,000
- -----------------------------------------
12/15/2011 69 $92,052,000
- -----------------------------------------
1/15/2012 70 $90,021,000
- -----------------------------------------
2/15/2012 71 $87,981,000
- -----------------------------------------
3/15/2012 72 $85,483,000
- -----------------------------------------
4/15/2012 73 $83,421,000
- -----------------------------------------
5/15/2012 74 $81,127,000
- -----------------------------------------
6/15/2012 75 $79,045,000
- -----------------------------------------
7/15/2012 76 $76,730,000
- -----------------------------------------
8/15/2012 77 $74,627,000
- -----------------------------------------
9/15/2012 78 $73,628,593
- -----------------------------------------
10/15/2012 79 $72,628,000
- -----------------------------------------
11/15/2012 80 $71,628,000
- -----------------------------------------
12/15/2012 81 $70,628,000
- -----------------------------------------
1/15/2013 82 $68,701,772
- -----------------------------------------
2/15/2013 83 $66,517,000
- -----------------------------------------
3/15/2013 84 $63,650,000
- -----------------------------------------
4/15/2013 85 $61,442,000
- -----------------------------------------
5/15/2013 86 $59,000,000
- -----------------------------------------
6/15/2013 87 $56,770,000
- -----------------------------------------
7/15/2013 88 $54,307,000
- -----------------------------------------
8/15/2013 89 $52,055,000
- -----------------------------------------
9/15/2013 90 $49,792,000
- -----------------------------------------
10/15/2013 91 $47,298,000
- -----------------------------------------
11/15/2013 92 $45,013,000
- -----------------------------------------
12/15/2013 93 $42,497,000
- -----------------------------------------
1/15/2014 94 $40,189,000
- -----------------------------------------
2/15/2014 95 $37,871,000
- -----------------------------------------
3/15/2014 96 $34,883,000
- -----------------------------------------
4/15/2014 97 $32,540,000
- -----------------------------------------
5/15/2014 98 $29,967,000
- -----------------------------------------
6/15/2014 99 $27,600,000
- -----------------------------------------
7/15/2014 100 $25,005,000
- -----------------------------------------
8/15/2014 101 $22,615,000
- -----------------------------------------
9/15/2014 102 $20,215,000
- -----------------------------------------
10/15/2014 103 $17,586,000
- -----------------------------------------
11/15/2014 104 $15,161,000
- -----------------------------------------
12/15/2014 105 $12,510,000
- -----------------------------------------
1/15/2015 106 $10,061,000
- -----------------------------------------
2/15/2015 107 $ 7,602,000
- -----------------------------------------
3/15/2015 108 $ 4,486,000
- -----------------------------------------
4/15/2015 109 $ 2,000,000
- -----------------------------------------
5/15/2015 110 $ 0
- -----------------------------------------
Schedule II
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered shall address, at a minimum,
the criteria identified below as "Relevant Servicing Criteria" (with each
Servicing Function Participant deemed to be responsible for the items applicable
to the functions it is performing and for which the party that retained such
Servicing Function Participant is responsible):
- ----------------------------------------------------------------------------------------------------------------------
Relevant Servicing Criteria Applicable
Party(ies)
- ----------------------------------------------------------------------------------------------------------------------
Reference Criteria
- ----------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other Trustee
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, Trustee
policies and procedures are instituted to monitor the third party's Master Servicer
performance and 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 Special Servicer
the 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 Trustee
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 Trustee
investor 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 Trustee
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 Trustee
institution as set forth in the transaction agreements. For purposes of this Master Servicer
criterion, "federally insured depository institution" with respect to a Special Servicer
foreign 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. Master Servicer
Special Servicer
Trustee
- ----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed Trustee
securities related bank accounts, including custodial accounts and related Master Servicer
bank clearing accounts. These reconciliations are (A) mathematically Special Servicer
accurate; (B) 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 Trustee
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 Servicer.
- ----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with Trustee
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 Trustee
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 Trustee
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. Special Servicer
- ----------------------------------------------------------------------------------------------------------------------
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 Special Servicer
transaction agreements.
- ----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with Master Servicer
the related mortgage loan documents are posted to the Servicer's obligor
records 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 Servicer's records regarding the mortgage loans agree with the Servicer's Master Servicer
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 Special Servicer
and 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. Special Servicer
Such 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): Master Servicer
(A) 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 Master Servicer
behalf 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 Master Servicer
days 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.
- ----------------------------------------------------------------------------------------------------------------------
SCHEDULE III
Additional Form 10-D Disclosure
The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.6 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Trustee any information described in the
corresponding Form 10-D Item described in the "Item on Form 10-D" column to the
extent such party has actual knowledge (and in the case of financial statements
required to be provided in connection with Item 6 below, possession) of such
information (other than information as to itself).
- ---------------------------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
- ---------------------------------------------------------------------------------------------------------------------
Distribution and Pool Performance Information: o Master Servicer (only with respect to 1121(a)(12)
o Only with respect to any information required as to non Specially Serviced Loans)
by 1121 which is NOT included on the o Special Servicer (only with respect to 1121(a)(12)
Distribution Date Statement as to Specially Serviced Loans)
o Depositor
o Trustee
- ------------------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings: o Master Servicer (as to itself)
o Item 1117 of Regulation AB (to the extent o Special Servicer (as to itself)
material to Certificateholders) o Trustee (as to itself)
o Depositor (as to itself)
o Any other Reporting Servicer (as to itself)
o Trustee/ Master Servicer/Depositor/Special Servicer
as to the Trust (in the case of the Master
Servicers and the Special Servicer to be reported
by the party controlling such litigation pursuant
to Section 3.35)
o Each Mortgage Loan Seller (to be provided by the
Depositor)
o Originators under Item 1110 of Regulation AB (to be
provided by the Depositor)
o Party under Item 1100(d)(1) of Regulation AB (to be
provided by the Depositor)
- ------------------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds o Depositor
- ------------------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities o Trustee
- ------------------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security o Trustee
Holders
- ------------------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Assets N/A
- ------------------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement Provider Information N/A
- ------------------------------------------------------------------------------------------------------------------
Item 8: Other Information (information required to be o Any party responsible for disclosure items on Form
disclosed on Form 8-K that was not properly disclosed) 8-K to the extent of such items
- ------------------------------------------------------------------------------------------------------------------
Item 9: Exhibits o Depositor
o Trustee
- ------------------------------------------------------------------------------------------------------------------
SCHEDULE IV
Additional Form 10-K Disclosure
The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.7 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Trustee any information described in the
corresponding Form 10-K Item described in the "Item on Form 10-K" column to the
extent such party has actual knowledge (and in the case of financial statements
required to be provided in connection with 1112(b) below, possession) of such
information (other than information as to itself).
- --------------------------------------------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
- --------------------------------------------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments o Depositor
- --------------------------------------------------------------------------------------------------------------------
Item 9B: Other Information (information required to be o Any party responsible for disclosure items on Form
disclosed on Form 8-K that was not properly disclosed) 8-K to the extent of such items
- --------------------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules o Trustee
o Depositor
- --------------------------------------------------------------------------------------------------------------------
Additional Item: o Master Servicer (as to itself)
Disclosure per Item 1117 of Regulation AB (to the extent o Special Servicer (as to itself)
material to Certificateholders) o Trustee (as to itself)
o Depositor (as to itself)
o Any other Reporting Servicer (as to itself)
o Trustee/ Master Servicer/Depositor/Special Servicer
as to the Trust (in the case of the Master Servicers
and the Special Servicer to be reported by the party
controlling such litigation pursuant to Section 3.35)
o Each Mortgage Loan Seller (to be provided by the
Depositor)
o Originators under Item 1110 of Regulation AB (to be
provided by the Depositor)
o Party under Item 1100(d)(1) of Regulation AB (to be
provided by the Depositor)
- --------------------------------------------------------------------------------------------------------------------
Additional Item: o Master Servicer (as to itself) (to the extent
Disclosure per Item 1119 of Regulation AB material to Certificateholders and only as to
affiliations under 1119(a) with the Trustee, Special
Servicer or a sub-servicer meeting any of the
descriptions in Item 1108(a)(3))
o Special Servicer (as to itself) (to the extent
material to Certificateholders and only as to
affiliations under 1119(a) with the Trustee, Master
Servicers or a sub-servicer meeting any of the
descriptions in Item 1108(a)(3))
o Trustee (as to itself) (to the extent material to
Certificateholders)
o Depositor (as to itself)
o Trustee/ Master Servicer/Depositor/Special Servicer
as to the Trust
o Each Mortgage Loan Seller (to be provided by the
Depositor) (as to itself)
o Originators under Item 1110 of Regulation AB (to be
provided by the Depositor)
o Party under Item 1100(d)(1) of Regulation AB (to be
provided by the Depositor)
- --------------------------------------------------------------------------------------------------------------------
Additional Item: N/A
Disclosure per Item 1112(b) of Regulation AB
- --------------------------------------------------------------------------------------------------------------------
Additional Item: o Depositor
Disclosure per Items 1114(b)(2) and 1115(b) of o Trustee
Regulation AB
- --------------------------------------------------------------------------------------------------------------------
SCHEDULE V
Form 8-K Disclosure Information
The parties identified in the "Party Responsible" column (with each Servicing
Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are
obligated pursuant to Section 10.9 of the Pooling and Servicing Agreement to
report to the Depositor and the Trustee the occurrence of any event described in
the corresponding Form 8-K Item described in the "Item on Form 8-K" column to
the extent such party has actual knowledge of such information (other than
information as to itself).
- -------------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
- -------------------------------------------------------------------------------------------------------------
Item 1.01- Entry into a Material Definitive Agreement o Trustee/ Master Servicer/Depositor/Special
Servicer as to the Trust (only as to the
agreements such entity is a party to or
entered into on behalf of the Trust)
- -------------------------------------------------------------------------------------------------------------
Item 1.02- Termination of a Material Definitive Agreement o Trustee/ Master Servicer/Depositor/Special
Servicer as to the Trust (only as to the
agreements such entity is a party to or
entered into on behalf of the Trust)
- -------------------------------------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 2.04- Triggering Events that Accelerate or Increase o Depositor
a Direct Financial Obligation or an Obligation under an o Trustee
Off-Balance Sheet Arrangement
- -------------------------------------------------------------------------------------------------------------
Item 3.03- Material Modification to Rights of Security o Trustee
Holders
- -------------------------------------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Incorporation or o Depositor
Bylaws; Change of Fiscal Year
- -------------------------------------------------------------------------------------------------------------
Item 6.01- ABS Informational and Computational Material o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Trustee o Master Servicer (as to itself or a servicer
retained by it)
o Special Servicer (as to itself or a servicer
retained by it)
o Trustee
o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 6.03- Change in Credit Enhancement or External o Depositor
Support o Trustee
- -------------------------------------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Distribution o Trustee
- -------------------------------------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Disclosure o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 7.01- Regulation FD Disclosure o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 8.01 o Depositor
- -------------------------------------------------------------------------------------------------------------
Item 9.01 o Depositor
- -------------------------------------------------------------------------------------------------------------