mlcfc 2006-4 prospectus 2010

8/3/2019 Mlcfc 2006-4 Prospectus 2010

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MERRILL LYNCH MORTGAGE INVESTORS, INC.Depositor

and

MIDLAND LOAN SERVICES, INC.Master Servicer No. 1

and

WELLS FARGO BANK, NATIONAL ASSOCIATIONMaster Servicer No. 2

and

LNR PARTNERS, INC.Special Servicer

and

U.S. BANK NATIONAL ASSOCIATION,SUCCESSOR IN INTEREST TO LASALLE BANK NATIONAL ASSOCIATION

Trustee

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of March 12, 2010

(Amending and Restating the Poolingand Servicing Agreement dated as of December 1, 2006)

$4,522,709,155 (approximate)

ML CFC Commercial Mortgage Trust 2006-4Commercial Mortgage Pass Through Certificates Series 2006-4

Series 2006-4


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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms ......................................................................................................7Section 1.02 Certain Adjustments to the Principal Distributions on the Certificates ............112Section 1.03 Calculation of LIBOR .......................................................................................115

ARTICLE II

CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATESSection 2.01 Conveyance of Trust Mortgage Loans ..............................................................116Section 2.02 Acceptance of the Trust Fund by Trustee .........................................................119Section 2.03 Mortgage Loan Sellers Repurchase or Substitution of Trust Mortgage

Loans for Document Defects and Breaches of Representations andWarranties ......................................................................................................120

Section 2.04 Representations and Warranties of Depositor ...................................................125Section 2.05 Acceptance of REMIC I and Grantor Trusts by Trustee ..................................126Section 2.06 Execution, Authentication and Delivery of Class R-I Certificates;

Issuance of REMIC I Regular Interests .........................................................126

Section 2.07 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II byTrustee............................................................................................................127Section 2.08 Issuance of REMIC II Regular Interests; Execution, Authentication and

Delivery of REMIC II Certificates ................................................................127Section 2.09 Conveyance of Class A-2FL REMIC II Regular Interest and

Class AJ-FL REMIC II Regular Interest; Acceptance of Grantor TrustA-2FL and Grantor Trust AJ-FL by Trustee..................................................127

Section 2.10 Execution, Authentication and Delivery of Class A-2FL Certificates,Class AJ-FL Certificates, Class A-2FX Certificates and Class AJ-FXCertificates .....................................................................................................127

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01 Administration of the Mortgage Loans .............................................................128Section 3.02 Collection of Mortgage Loan Payments ...........................................................131Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing

Advances; Servicing Accounts; Reserve Accounts .......................................134


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Section 3.04 Collection Accounts, Interest Reserve Account, Additional InterestAccount, Distribution Account, Gain-on-Sale Reserve Account andLoan Combination Custodial Accounts .........................................................140

Section 3.05 Permitted Withdrawals From the Collection Accounts, the InterestReserve Account, the Additional Interest Account, the Distribution

Account and the Loan Combination Custodial Accounts ..............................148Section 3.06 Investment of Funds in the Servicing Accounts, the Reserve Accounts,the Collection Accounts, the Distribution Account, the LoanCombination Custodial Accounts, the Additional Interest Account, theGain-on-Sale Reserve Account and the REO Accounts ................................161

Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and FidelityCoverage ........................................................................................................163

Section 3.08 Enforcement of Alienation Clauses ..................................................................168Section 3.09 Realization Upon Defaulted Mortgage Loans; Required Appraisals ...............171Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files .....................175Section 3.11 Servicing Compensation ...................................................................................177

Section 3.12 Property Inspections; Collection of Financial Statements; Delivery of Certain Reports ..............................................................................................183Section 3.13 Annual Statement as to Compliance .................................................................188Section 3.14 Reports on Assessment of Compliance with Servicing Criteria;

Registered Public Accounting Firm Attestation Reports ...............................190Section 3.15 Access to Certain Information ..........................................................................192Section 3.16 Title to REO Property; REO Accounts .............................................................196Section 3.17 Management of REO Property ..........................................................................198Section 3.18 Resolution of Defaulted Mortgage Loans and REO Properties ........................201Section 3.19 Additional Obligations of the Master Servicers ................................................208Section 3.20 Modifications, Waivers, Amendments and Consents .......................................209Section 3.21 Transfer of Servicing Between the Master Servicers and the Special

Servicer; Record Keeping ..............................................................................217Section 3.22 Sub-Servicing Agreements ...............................................................................220Section 3.23 Representations and Warranties of Each Master Servicer and the Special

Servicer ..........................................................................................................223Section 3.24 Sub-Servicing Agreement Representation and Warranty .................................226Section 3.25 Designation of Controlling Class Representative .............................................226Section 3.26 Application of Default Charges ........................................................................228Section 3.27 Controlling Class Representative Contact with Servicer ..................................229Section 3.28 Certain Matters Regarding the Loan Combinations .........................................229Section 3.29 Litigation Control..............................................................................................231Section 3.30 The Swap Agreements ......................................................................................234

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01 Distributions ......................................................................................................238Section 4.02 Statements to Certificateholders .......................................................................259


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Section 4.03 P&I Advances; Reimbursement of P&I Advances and ServicingAdvances ........................................................................................................264

Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses ...............269Section 4.05 Calculations.......................................................................................................272

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates .................................................................................................272Section 5.02 Registration of Transfer and Exchange of Certificates .....................................273Section 5.03 Book-Entry Certificates ....................................................................................281Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates ............................................283Section 5.05 Persons Deemed Owners ..................................................................................283Section 5.06 Re-Designation of Class A-2FL Certificates as Class A-2FX Certificates

and Class AJ-FL Certificates as Class AJ-FX Certificates ............................283

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERAND THE CONTROLLING CLASS REPRESENTATIVE

Section 6.01 Liability of Depositor, Master Servicers and Special Servicer .........................285Section 6.02 Merger, Consolidation or Conversion of Depositor or Master Servicers

or Special Servicer .........................................................................................285Section 6.03 Limitation on Liability of the Depositor, the Master Servicers, the

Special Servicer and Others ...........................................................................285

Section 6.04 Resignation of Master Servicers and the Special Servicer ...............................288Section 6.05 Rights of Depositor and Trustee in Respect of Master Servicers and theSpecial Servicer .............................................................................................289

Section 6.06 Depositor, Master Servicers and Special Servicer to Cooperate withTrustee............................................................................................................290

Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with MasterServicer ..........................................................................................................290

Section 6.08 Depositor, Master Servicers and Trustee to Cooperate with SpecialServicer ..........................................................................................................290

Section 6.09 Designation of Special Servicer by the Controlling Class ................................290Section 6.10 Either Master Servicer or the Special Servicer as Owner of a Certificate ........291

Section 6.11 The Controlling Class Representative ..............................................................292Section 6.12 Certain Matters with Respect to the Park La Brea Apartments LoanCombination ...................................................................................................295


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ARTICLE VII

DEFAULT

Section 7.01 Events of Default ..............................................................................................296Section 7.02 Trustee to Act; Appointment of Successor .......................................................301Section 7.03 Notification to Certificateholders .....................................................................302Section 7.04 Waiver of Events of Default .............................................................................303Section 7.05 Additional Remedies of Trustee Upon Event of Default ..................................303

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE FISCAL AGENT

Section 8.01 Duties of Trustee ...............................................................................................303Section 8.02 Certain Matters Affecting Trustee ....................................................................305

Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans .....................................................................307Section 8.04 Trustee and Fiscal Agent May Own Certificates ..............................................307Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee ..............................307Section 8.06 Eligibility Requirements for Trustee ................................................................308Section 8.07 Resignation and Removal of Trustee ................................................................309Section 8.08 Successor Trustee..............................................................................................310Section 8.09 Merger or Consolidation of Trustee ..................................................................311Section 8.10 Appointment of Co-Trustee or Separate Trustee ..............................................311Section 8.11 Appointment of Custodians ..............................................................................312Section 8.12 Appointment of Authenticating Agents ............................................................312

Section 8.13 Access to Certain Information ..........................................................................313Section 8.14 Appointment of REMIC Administrators ..........................................................314Section 8.15 Representations, Warranties and Covenants of Trustee ...................................315Section 8.16 Reports to the Commission ...............................................................................316Section 8.17 Maintenance of Mortgage File ..........................................................................323Section 8.18 Appointment of Fiscal Agent ............................................................................323

ARTICLE IX

TERMINATION

Section 9.01 Termination Upon Repurchase or Liquidation of All Trust MortgageLoans ..............................................................................................................325Section 9.02 Additional Termination Requirements .............................................................328Section 9.03 Non-Serviced Trust Mortgage Loans................................................................329


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ARTICLE X

ADDITIONAL TAX PROVISIONS

Section 10.01 REMIC Administration .....................................................................................329Section 10.02 Grantor Trust Administration ...........................................................................333

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment .......................................................................................................336Section 11.02 Recordation of Agreement; Counterparts .........................................................338Section 11.03 Limitation on Rights of Certificateholders .......................................................338Section 11.04 Governing Law; Waiver of Trial By Jury .........................................................339Section 11.05 Notices ..............................................................................................................339

Section 11.06 Severability of Provisions .................................................................................341Section 11.07 Grant of a Security Interest ...............................................................................342Section 11.08 Streit Act ...........................................................................................................342Section 11.09 Successors and Assigns; Beneficiaries .............................................................342Section 11.10 Article and Section Headings............................................................................343Section 11.11 Notices to Rating Agencies ...............................................................................343Section 11.12 Complete Agreement ........................................................................................344


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SCHEDULES

Schedule I Mortgage Loan ScheduleSchedule II List of Mortgage Loans with Secured Creditor Environmental Insurance

PoliciesSchedule III Class XP Reference Rate ScheduleSchedule IV Class A-SB Planned Principal BalancesSchedule V Sub-Servicers as to Which Sub-Servicing Agreements Are In Effect on the

Closing DateSchedule VI List of Mortgage Loans Requiring Operations and Maintenance PlansSchedule VII List of Serviced Mortgage Loans as to Which Releases of Earnout

Reserves, Holdbacks and Letters of Credit are to be Processed by theSpecial Servicer

EXHIBITS

Exhibit A-1 Form of Class A-1, A-2, A-3, A-SB and A-1A CertificatesExhibit A-2 Form of Class XP CertificateExhibit A-3 Form of Class XC CertificatesExhibit A-4 Form of Class AM, AJ, B, C and D CertificatesExhibit A-5 Form of Class E, F, G and H CertificatesExhibit A-6 Form of Class J, K, L, M, N, P and Q CertificatesExhibit A-7 Form of Class R-I and R-II CertificatesExhibit A-8 Form of Class A-2FL CertificatesExhibit A-9 Form of Class A-2FX CertificatesExhibit A-10 Form of Class AJ-FL CertificatesExhibit A-11 Form of Class AJ-FX CertificatesExhibit B Form of Distribution Date StatementExhibit C Form of Custodial CertificationExhibit D-1 Form of Master Servicer Request for ReleaseExhibit D-2 Form of Special Servicer Request for ReleaseExhibit E-1 Form of Transferor Certificate for Transfers of Definitive Non-Registered

Certificates(Pursuant to Section 5.02(b))

Exhibit E-2A Form I of Transferee Certificate for Transfers of DefinitiveNon-Registered Certificates(Pursuant to Section 5.02(b))

Exhibit E-2B Form II of Transferee Certificate for Transfers of DefinitiveNon-Registered Certificates(Pursuant to Section 5.02(b))

Exhibit E-2C Form of Transferee Certificate for Transfers of Interests in Rule 144AGlobal Certificates(Pursuant to Section 5.02(b))

Exhibit E-2D Form of Transferee Certificate for Transfers of Interests in Regulation SGlobal Certificates(Pursuant to Section 5.02(b))


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Exhibit F-1 Form I of Transferee Certificate Regarding ERISA Matters(Definitive Non-Registered Certificates) (Pursuant to Section 5.02(c))

Exhibit F-2 Form II of Transferee Certificate Regarding ERISA Matters(Book-Entry Non-Registered Certificates) (Pursuant to Section 5.02(c))

Exhibit G-1 Form of Transfer Affidavit and Agreement Regarding Residual

Certificates(Pursuant to Section 5.02(d)(i)(4))Exhibit G-2 Form of Transferor Certificate for Transfers of Residual Certificates

(Pursuant to Section 5.02(d)(i)(4))Exhibit H-1 Form of Notice and Acknowledgment (Regarding Proposed Special

Servicer)Exhibit H-2 Form of Acknowledgment of Proposed Special ServicerExhibit I-1 Form of Information Request from Certificateholder or Certificate OwnerExhibit I-2 Form of Information Request from Prospective InvestorExhibit J Form of Exchange Act Reportable Event NotificationExhibit K Form of S&P Defeasance Certification

Exhibit L Relevant Servicing CriteriaExhibit M-1 Form of Purchase Option NoticeExhibit M-2 Form of Purchase Option Assignment by the Special ServicerExhibit M-3 Form of Purchase Option Assignment by Plurality Subordinate

Certificateholder or Controlling Class RepresentativeExhibit N [RESERVED]Exhibit O Form of Sarbanes-Oxley Certification by the DepositorExhibit P-1 Form of Certification to be Provided by each Master Servicer to the

DepositorExhibit P-2 Form of Certification to be Provided by the Trustee to the DepositorExhibit P-3 Form of Certification to be Provided by the Special Servicer to the

DepositorExhibit Q Form of Notice of Exchange of Class A-2FL Certificates for Class A-2FX

CertificatesExhibit R Form of Notice of Exchange of Class AJ-FL Certificates for Class AJ-FX

Certificates


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AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

This Amended and Restated Pooling and Servicing Agreement is dated andeffective as of March 12, 2010, among MERRILL LYNCH MORTGAGE INVESTORS, INC.,as Depositor, MIDLAND LOAN SERVICES, INC., as Master Servicer No. 1, WELLS FARGOBANK, NATIONAL ASSOCIATION, as Master Servicer No. 2, LNR PARTNERS, INC., asSpecial Servicer, and U.S. BANK NATIONAL ASSOCIATION (successor in interest to LaSalleBank National Association), as Trustee.

PRELIMINARY STATEMENT:

This Agreement amends and restates the Pooling and Servicing Agreement(the Original Pooling and Servicing Agreement ), dated as of December 1, 2006, among theDepositor, Master Servicer No. 1, Master Servicer No. 2, the Special Servicer and LaSalle Bank National Association, as Trustee, as amended by that certain First Amendment to Pooling andServicing Agreement, dated as of June 27, 2008.

The Trustee and LaSalle Bank National Association ( LaSalle ) entered into thatcertain Trust Administr ation Agreement, dated as of June 30, 2008 (the Trust AdministrationAgreement ), wherein the Trustee appointed LaSalle to act as Certificate Registrar, Custodianand Authenticating Agent under the Original Pooling and Servicing Agreement. As successor bymerger to LaSalle, Bank of America, National Association assumed LaSalles duties under theOriginal Pooling and Servicing Agreement.

This Agreement is being entered into to provide for (i) the partial termination of the Class A-2FL Swap Agreement with respect to $20,525,000 in principal amount of theClass A-2FL Certificates; (ii) the re-designation of such portion of the Class A-2FL Certificates

that no longer has a beneficial interest in the Class A- 2FL Swap Agreement as the Class A-2FXCertificates, which will at all times accrue interest at a fixed rate equal to the Pass -ThroughRate for the underlying Class A-2FL REMIC II Regular Interest, and to permit, from and afterthe date hereof, with the consent of the Class A-2FL Swap Counterparty and the Depositor butwithout further amendments to this Agreement, further partial termination of the Class A-2FLSwap Agreement and re-designation of the applicable principal amount of the Class A-2FLCertificates to the Class A-2FX Certificates upon request of the applicable Certificate Owner;(iii) the partial termination of the Class AJ-FL Swap Agreement with respect to $20,000,000 inprincipal amount of the Class AJ-FL Certificates; and (iv) the re-designation of such portion of the Class AJ-FL Certificates that no longer has a beneficial interest in the Class AJ-FL SwapAgreement as the Class AJ-FX Certificates, which will at all times accrue interest at a fixed

rate equal to the Pass-Through Rate for the underlying Class AJ-FL REMIC II Regular Interest,and to permit, from and after the date hereof, with the consent of the Class AJ-FL SwapCounterparty and the Depositor but without further amendments to this Agreement, furtherpartial termination of the Class AJ-FL Swap Agreement and re-designation of the applicableprincipal amount of the Class AJ-FL Certificates to the Class AJ-FX Certificates upon request of the applicable Certificate Owner. This Agreement is being entered into pursuant toSection 11.01(a)(viii) of the Original Pooling and Servicing Agreement and with the consent of


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the Certificate Owner of the Class A-2FL Certificates and the Certificate Owner of theClass AJ-FL Certificates that are subject to the re-designation.

The Depositor issued each Class of Certificates other than the Class A-2FXCertificates and Class AJ-FX Certificates on December 12, 2006, pursuant to the OriginalPooling and Servicing Agreement. The Class A-2FX Certificates and Class AJ-FX Certificates,together with such Classes of Certificates issued on December 12, 2006 (in the case of theClass A-2FL Certificates and Class AJ-FL Certificates, after giving effect to the amendmentscontained herein), collectively evidence the entire beneficial ownership interest in the TrustFund, the primary assets of which will be the Trust Mortgage Loans.

As provided herein and in the Park La Brea Apartments Loan REMICDeclaration, the Trustee will elect to treat the Park La Brea Apartments Trust Mortgage Loan asthe primary asset of a separate REMIC for federal income tax purposes, and such REMIC will bedesignated as the Loan REMIC . The Class R-I Certificates will represent the sole class of residual interests in the Loan REMIC for purposes of the REMIC Provisions under federalincome tax law. The Loan REMIC Regular Interest will relate to the Park La Brea ApartmentsTrust Mortgage Loan. The Loan REMIC Regular Interest shall also relate to any successorREO Loan with respect to such Trust Mortgage Loan. The Loan REMIC Regular Interest shallaccrue interest at the related per annum rate at which interest accrues on the Park La Brea TrustMortgage Loan; and (ii) have an uncertificated principal balance as of the Closing Date equal tothe Cut-off Date Balance of the Park La Brea Apartments Trust Mortgage Loan. The Park LaBrea Apartments Loan REMIC Regular Interest will not be certificated.

As provided herein, the Trustee will elect to treat the segregated pool of assetsconsisting of all of the Trust Mortgage Loans (exclusive of the Park La Brea Apartments TrustMortgage Loan, the Excess Servicing Strip and that portion of the interest payments on the TrustMortgage Loans that constitutes Additional Interest), the Loan REMIC Regular Interest andcertain other related assets subject to this Agreement as a REMIC for federal income taxpurposes, and such segregated pool of assets will be designated as REMIC I. The Class R-ICertificates will evidence the sole class of residual interests in REMIC I for purposes of theREMIC Provisions under federal income tax law. For federal income tax purposes, eachREMIC I Regular Interest will be designated as a separate regular interest in REMIC I forpurposes of the REMIC Provisions under federal income tax law. None of the REMIC I RegularInterests will be certificated.

As provided herein, the Trustee will elect to treat the segregated pool of assetsconsisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes,and such segregated pool of assets will be designated as REMIC II. The Class R-II

Certificates wi ll evidence the sole class of residual interests in REMIC II for purposes of theREMIC Provisions under federal income tax law. For federal income tax purposes, each Classof the Regular Certificates (exclusive of the Class XC and Class XP Certificates), eachComponent of the Class XP Certificates and each Component of the Class XC Certificates will

be designated as a separate regular interest in REMIC II for purposes of the REMIC Provisionsunder federal income tax law.


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The following table sets forth: (i) the class designation of each Class of RegularCertificates; (ii) the Original Class Principal Balance for each Class of Regular Certificates;(iii) the corresponding REMIC I Regular Interest (the Corresponding REMIC I RegularInterest ) for each Cl ass of Regular Certificates (exclusive of the Class XP and Class XCCertificates); and (iv) the initial REMIC I Principal Balance or REMIC I Notional Amount, as

applicable, of each such Corresponding REMIC I Regular Interest.

Class DesignationOriginal Class

Principal Balance

CorrespondingREMIC I Regular

Interest(s)Initial REMIC I

Principal BalanceClass A-1 $71,548,000 LA-1-1 $5,421,000

LA-1-2 $5,523,000LA-1-3 $60,604,000

Class A-2 $336,666,000 LA-2-1 $7,111,437LA-2-2 $28,939,357LA-2-3 $28,380,032

LA-2-4 $27,551,123LA-2-5 $27,315,145LA-2-6 $26,481,757LA-2-7 $136,159,779LA-2-8 $54,727,370

Class A-2FL/ Class A-2FX (1)

$544,475,000/ $20,525,000

LA-2FL-1 $11,934,563

LA-2FL-2 $48,566,643LA-2FL-3 $47,627,968LA-2FL-4 $46,236,877LA-2FL-5 $45,840,855LA-2FL-6 $44,442,243LA-2FL-7 $228,506,221LA-2FL-8 $91,844,630

Class A-SB $119,014,000 LA-SB-1 $1,000LA-SB-2 $13,538,000LA-SB-3 $12,663,000LA-SB-4 $13,341,000LA-SB-5 $15,911,000LA-SB-6 $14,147,000LA-SB-7 $14,304,000LA-SB-8 $35,109,000

Class A-3 $1,283,828,000 LA-3-1 $322,398,000LA-3-2 $38,160,000LA-3-3 $37,666,000LA-3-4 $37,258,000LA-3-5 $44,260,000LA-3-6 $32,124,000LA-3-7 $30,380,000LA-3-8 $741,582,000


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Principal Balance



Principal BalanceClass A-1A $789,840,000 LA-1A-1 $588,000

LA-1A-2 $635,000LA-1A-3 $16,284,000LA-1A-4 $15,838,000LA-1A-5 $15,462,000LA-1A-6 $15,060,000LA-1A-7 $14,942,000LA-1A-8 $14,547,000LA-1A-9 $23,878,000

LA-1A-10 $25,133,000LA-1A-11 $13,128,000LA-1A-12 $12,741,000

LA-1A-13 $12,405,000LA-1A-14 $12,007,000LA-1A-15 $11,690,000LA-1A-16 $11,317,000LA-1A-17 $574,185,000

Class AM $452,271,000 LAM-1 $1,000LAM-2 $452,270,000

Class AJ $198,777,000 LAJ-1 $525LAJ-2 $198,776,475

Class AJ-FL/ AJ-FX (2)

$160,000,000/ $20,000,000

LAJ-FL-1 $475

LAJ-FL-2 $179,999,525Class B $11,306,000 LB $11,306,000Class C $79,148,000 LC-1 $19,348,000

LC-2 $25,556,000LC-3 $24,621,000LC-4 $9,623,000

Class D $33,920,000 LD-1 $26,781,000LD-2 $7,139,000

Class E $67,841,000 LE-1 $9,404,000LE-2 $29,383,000LE-3 $28,401,000LE-4 $653,000

Class F $39,574,000 LF-1 $12,704,000LF-2 $26,870,000

Class G $50,880,000 LG-1 $23,964,000LG-2 $26,916,000

Class H $45,227,000 LH-1 $28,233,000LH-2 $16,994,000

Class J $62,187,000 LJ-1 $4,360,000


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Principal Balance



Principal BalanceLJ-2 $43,734,000

LJ-3 $14,093,000Class K $16,961,000 LK $16,961,000Class L $5,653,000 LL $5,653,000Class M $22,613,000 LM-1 $4,408,000

LM-2 $18,205,000Class N $5,654,000 LN $5,654,000Class P $16,960,000 LP $16,960,000Class Q $5,653,000 LQ $5,653,000Class S $62,188,155 LS $62,188,155Class XP $4,426,243,000* N/A N/AClass XC $4,522,709,155* N/A N/A

* Original Notional Amount

(1) Represent the Class A-2FL REMIC II Regular Interest. The Original Class Principal Balances of theClass A-2FL Certificates and the Class A-2FX Certificates will equal in the aggregate the Original ClassPrincipal Balance of the Class A-2FL REMIC II Regular Interest. As of the Closing Date, the Original ClassPrincipal Balance of the Class A-2FL Certificates was $565,000,000 and the Class A-2FX Certificates were notoutstanding. From and after the Amendment Date, the Original Class Principal Balance of the Class A-2FLCertificates will be deemed to be $544,475,000 and the Original Class Principal Balance of the Class A-2FXCertificates will be deemed to be $20,525,000; provided that, following the Amendment Date, the OriginalClass Principal Balances of the Class A-2FL Certificates and Class A-2FX Certificates will be subject to furtherre-designations as between such Classes pursuant to Section 5.06.

(2) Represent the Class AJ-FL REMIC II Regular Interest. The Original Class Principal Balances of theClass AJ-FL Certificates and the Class AJ-FX Certificates will equal in the aggregate the Original ClassPrincipal Balance of the Class AJ-FL REMIC II Regular Interest. As of the Closing Date, the Original ClassPrincipal Balance of the Class AJ-FL Certificates was $180,000,000 and the Class AJ-FX Certificates were notoutstanding. From and after the Amendment Date, the Original Class Principal Balance of the Class AJ-FLCertificates will be deemed to be $160,000,000 and the Original Class Principal Balance of the Class AJ-FXCertificates will be deemed to be $20,000,000; provided that, following the Amendment Date, the OriginalClass Principal Balances of the Class AJ-FL Certificates and Class AJ-FX Certificates will be subject to furtherre-designations as between such Classes pursuant to Section 5.06.

The Park La Brea Apartments Trust Mortgage Loan is part of a loan groupcomprised of that Trust Mortgage Loan and another Mortgage Loan, namely the Park La BreaApartments Pari Passu Non-Trust Loan, that are both secured by the same Mortgageencumbering the related Mortgaged Property. The Park La Brea Apartments Pari Passu

Non-Trust Loan is pari passu in right of payment and in other respects with the Park La BreaApartments Trust Mortgage Loan. The Park La Brea Apartments Pari Passu Non-TrustMortgage Loan, which will not be included in the Trust Fund, is, as of the Closing Date,included in a commercial mortgage securitization (th e JP 2006-LDP8 Securitization ) involvingthe issuance of the J.P. Morgan Chase Commercial Mortgage Securities Trust Series2006-LDP8, Commercial Mortgage Pass-Through Certificates, Series 2006-LDP8. The Park LaBrea Apartments Trust Mortgage Loan and the Park La Brea Apartments Pari Passu Non-TrustLoan together constitute the Park La Brea Apartments Loan Combination. The relative rights of


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the holder of the Park La Brea Apartments Trust Mortgage Loan and the holder of the Park LaBrea Apartments Pari Passu Non-Trust Loan are set forth in the Park La Brea ApartmentsIntercreditor Agreement. As of the Closing Date, the entire Park La Brea Apartments LoanCombination is being, and will continue to be, serviced and administered in accordance with thePooling and Servicing Agreement, dated as of September 1, 2006, between Wells Fargo Bank,

National Association, as master servicer No. 1, Midland Loan Services, Inc. as master servicerNo. 2 (in such capacity, the JP 2006-LDP8 Master Servicer ), J.E. Robert Co mpany, Inc., asspecial servicer (the JP 2006-LDP8 Special Servicer ) and LaSalle Bank National Association,as trustee (in such capacity, the JP 2006-LDP8 Trustee ). Accordingly, the Park La BreaApartments Trust Mortgage Loan, although part of the Trust Fund, will be serviced andadministered in accordance with the JP 2006-LDP8 Pooling and Servicing Agreement by the JP2006-LDP8 Master Servicer and the JP 2006-LDP8 Special Servicer for so long as the Park LaBrea Apartments Pari Passu Non-Trust Loan is part of the trust fund created in connection withthe JP 2006-LDP8 Securitization.

There exist two (2) A-Note Trust Mortgage Loans, each of which is part of agroup of loans comprised of that A-Note Trust Mortgage Loan and another mortgage loan,namely the related B-Note Non-Trust Loan, that are both secured by the same Mortgageencumbering the related Mortgaged Property. Each A-Note Trust Mortgage Loan and the relatedB-Note Non-Trust Loan collectively constitute a Loan Combination. The relative rights of theholder of an A-Note Trust Mortgage Loan and the holder of the related B-Note Non-Trust Loanare set forth in the related Loan Combination Intercreditor Agreement. As and to the extentprovided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loanis subordinate in right of payment and in other respects to the related A-Note Trust MortgageLoan.

As and to the extent provided herein, the Non-Trust Loans, although not part of the Trust Fund, will be serviced and administered in accordance with this Agreement by theapplicable Master Servicer and by the Special Servicer.

The portion of the Trust Fund consisting of (i) the Class A-2FL REMIC IIRegular Interest (and distributions thereon), the Class A-2FL Swap Agreement (and payments bythe Class A-2FL Swap Counterparty thereunder) and the Class A-2FL Sub-Account and theClass A-2FX Sub-Account of the Floating Rate Account and (ii) amounts held from time to timein such sub-accounts of the Floating Rate Account that represent distributions on theClass A-2FL REMIC II Regular Interest and payments by the Class A-2FL Swap Counterpartyunder the Class A-2FL Swap Agreement, shall be treated as a grantor trust for federal income tax

purposes and shall be designated as Grantor Trust A-2FL. As provided herein, the Trusteeshall take all actions required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust A-2FL maintains its status as a grantor trust under federal income tax law andnot be treated as part of the Loan REMIC, REMIC I or REMIC II. The Class A-2FL Certificatesshall represent undivided beneficial interests in a portion of the Grantor Trust A-2FL consistingof the Class A-2FL Specific Grantor Trust Assets as described herein. The Class A-2FXCertificates shall represent undivided beneficial interests in a portion of the Grantor Trust A-2FLconsisting of the Class A-2FX Specific Grantor Trust Assets as described herein.


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The portion of the Trust Fund consisting of (i) the Class AJ-FL REMIC II RegularInterest (and distributions thereon), the Class AJ-FL Swap Agreement (and payments by theClass AJ-FL Swap Counterparty thereunder) and the Class AJ-FL Sub-Account and theClass AJ-FX Sub-Account of the Floating Rate Account and (ii) amounts held from time to timein such sub-accounts of the Floating Rate Account that represent distributions on the

Class AJ-FL REMIC II Regular Interest and payments by the Class AJ-FL Swap Counterpartyunder the Class AJ-FL Swap Agreement, shall be treated as a grantor trust for federal income tax purposes and shall be designated as Grantor Trust AJ -FL. As provided herein, the Trusteeshall take all actions required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust AJ-FL maintains its status as a grantor trust under federal income tax law andnot be treated as part of the Loan REMIC, REMIC I or REMIC II. The Class AJ-FL Certificatesshall represent undivided beneficial interests in a portion of the Grantor Trust AJ-FL consistingof the Class AJ-FL Specific Grantor Trust Assets as described herein. The Class AJ-FXCertificates shall represent undivided beneficial interests in a portion of the Grantor Trust AJ-FLconsisting of the Class AJ-FX Specific Grantor Trust Assets as described herein.

The portions of the Trust Fund consisting of (i) the Excess Servicing Strip and(ii) amounts held from time to time in the Collection Accounts that represent the ExcessServicing Strip shall be treated as a grantor trust for federal income tax purposes, and suchgrantor trust will be designated as Grantor Trust E. As provided herein, the Trustee shall takeall actions reasonably necessary to ensure that each of the portions of the Trust Fund consistingof Grantor Trust E maintains i ts status as a grantor trust under federal income tax law and isnot treated as part of the Loan REMIC, REMIC I or REMIC II.

In consideration of the mutual agreements herein contained, the Depositor, theMaster Servicers, the Special Servicer and the Trustee agree as follows:

ARTICLE IDEFINITIONS

Section 1.01 Defined Terms. Whenever used in this Agreement, including inthe Preliminary Statement, the following words and phrases, unless the context otherwiserequires, shall have the meanings specified in this Article.

30/360 Basis : The accrual of interest calculated on the basis of a 360 -day yearconsisting of twelve 30-day months.

A/B Loan Combination : Collectively, each A -Note Trust Mortgage Loan andthe related B-Note Non-Trust Loan.

A-Note Trust Mortgage Loan : Ea ch of the Trust Mortgage Loans as to whichthe related Mortgage, which encumbers the related Mortgaged Property, also secures a B-NoteNon-Trust Loan, which B-Note Non-Trust Loan will not be included in the Trust Fund. The93-20 Roosevelt Avenue A-Note Trust Mortgage Loan and the Konover Hotel Portfolio A-NoteTrust Mortgage Loan are the only A-Note Trust Mortgage Loans.


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Acceptable Insurance Default : With respect to any Serviced Mortgage Loan,any default under the related Mortgage Loan documents resulting from: (i) the exclusion of actsof terrorism from coverage under the related all risk casualty insurance policy maintained onthe related Mortgaged Property and (ii) the related Mortgagors failure to obtain insurance thatspecifically covers acts of terrorism, but, in each case, only if the Special Servicer has

determined, in its reasonable judgment (exercised in accordance with the Servicing Standard),that (a) such insurance is not available at commercially reasonable rates and the subject hazardsare not commonly insured against by prudent owners of similar real properties in similar locales(but only by reference to such insurance that has been obtained by such owners at current marketrates) or (b) such insurance is not available at any rate. Subject to the Servicing Standard, inmaking any of the determinations required in subclause (a) or (b) of this definition, the SpecialServicer shall be entitled to rely on the opinion of an insurance consultant.

Accountants Consent : As defined in Section 3.14.

Accrued Certificate Interest : With respect to any Class of Sequential PayCertificates (other than the Class A-2FL Certificates, the Class AJ-FL Certificates, theClass A-2FX Certificates and the Class AJ-FX Certificates), the Class A-2FL REMIC II RegularInterest or the Class AJ-FL REMIC II Regular Interest for any Distribution Date, one monthsinterest at the Pass-Through Rate applicable to such Class of Certificates, the Class A-2FLREMIC II Regular Interest or the Class AJ-FL REMIC II Regular Interest, as the case may be,for such Distribution Date, accrued on the related Class Principal Balance outstandingimmediately prior to such Distribution Date; with respect to the Class XC Certificates for anyDistribution Date, the aggregate of all Accrued Component Interest with respect to the Class XCComponents for such Distribution Date; with respect to the Class XP Certificates for anyDistribution Date, the aggregate of all Accrued Component Interest with respect to the Class XPComponents for such Distribution Date. Accrued Certificate Interest shall be calculated on a30/360 Basis and, with respect to any Class of Regular Certificates, the Class A-2FL REMIC IIRegular Interest or the Class AJ-FL REMIC II Regular Interest, for any Distribution Date, shallbe deemed to accrue during the calendar month preceding the month in which such DistributionDate occurs.

Accrued Component Interest : With respect to any Component for anyDistribution Date, one months interest at the Class XC Strip Rate (in the case of a Class XCComponent) or Class XP Strip Rate (in the case of a Class XP Component), as applicable, withrespect to such Component for such Distribution Date, accrued on the Component NotionalAmount of such Component outstanding immediately prior to such Distribution Date. AccruedComponent Interest shall be calculated on a 30/360 Basis and, with respect to any Componentfor any Distribution Date, shall be deemed to accrue during the calendar month preceding themonth in which such Distribution Date occurs.

Accrued REMIC I Interest : With respect to any REMIC I Regular Interest forany Distribution Date, one months interest at the REMIC I Remittance Rate applicable to suchREMIC I Regular Interest for such Distribution Date, accrued on the REMIC I Principal Balanceof such REMIC I Regular Interest outstanding immediately prior to such Distribution Date.


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Actual/360 Basis : The accrual of interest calculated on the basis of the actualnumber of days elapsed during any calendar month (or other applicable accrual period) in a yearassumed to consist of 360 days.

Actual/360 Mortgage Loan : Each Mortgage Loan that accrues interest on anActual/360 Basis.

Additional Exclusions : Exclusions in addition to those in the insurance policiesfor the Mortgaged Properties on September 11, 2001.

Additional Interest : With respect to any ARD Loan after its AnticipatedRepayment Date, all interest accrued on the principal balance of such ARD Loan at theAdditional Interest Rate (the payment of which interest shall, under the terms of such MortgageLoan, be deferred until the entire outstanding principal balance of such ARD Loan has beenpaid), together with all interest, if any, accrued at the related Mortgage Rate plus the relatedAdditional Interest Rate on such deferred interest. For purposes of this Agreement, AdditionalInterest on an ARD Loan or any successor REO Loan with respect thereto shall be deemed not toconstitute principal or any portion thereof and shall not be added to the unpaid principal balanceor Stated Principal Balance of such ARD Loan or successor REO Loan, notwithstanding that theterms of the related Mortgage Loan documents so permit. To the extent that any AdditionalInterest is not paid on a current basis, it shall be deemed to be deferred interest.

Additional Interest Account : The segregated account or accounts (which maybe a sub-account of the Distribution Account) created and maintained by the Trustee pursuant toSection 3.04(d), which shall be entitled (in the case of a sub-account, if such sub-account is

permitted to be separately titled) U.S. Bank National Association as Trustee, in trust for theregistered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial MortgagePass-Through Certificates, Series 2006-4 , Additional Interest Account. The Additional Interest

Account shall not be an asset of any of the Loan REMIC, REMIC I or REMIC II.

Additional Interest Rate : With respect to any ARD Loan after its AnticipatedRepayment Date, the incremental increase in the per annum rate at which such Mortgage Loanaccrues interest after the Anticipated Repayment Date (in the absence of defaults) as calculatedand as set forth in the related Mortgage Loan documents.

Additional Item 1123 Servicer : Any Additional Servi cer that meets the criteriain Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the Subject SecuritizationTransaction.

Additional Servicer : Any Servicer, other than the Master Servicers, the SpecialServicer or the Trustee.

Additional Trust Fund Expense : Any Special Servicing Fees, Workout Fees,Principal Recovery Fees and, in accordance with Sections 3.03(d) and 4.03(d), interest payableto either Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent on Advances (tothe extent not offset by Default Charges or amounts otherwise payable to any related Non-TrustNoteholder as provided herein) and amounts payable to the Special Servicer in connection withinspections of Mortgaged Properties required pursuant to the first sentence of Section 3.12(a)


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(and not otherwise paid from Default Charges or amounts otherwise payable to any relatedNon-Trust Noteholder as provided herein), as well as (without duplication) any of the expensesof the Trust Fund that may be withdrawn (x) pursuant to any of clauses (vii)(B), (ix), (xi), (xii),(xiii), (xv), (xviii) and (xix) of Section 3.05(a) out of collections on the related Trust MortgageLoans or REO Properties or out of general collections on the Trust Mortgage Loans and any

REO Properties on deposit in the Collection Accounts as indicated in such clauses of Section 3.05(a), (y) pursuant to any of clauses (ix), (xi), (xii), (xiii) and (xvi) of Section 3.05(e)out of collections on any Loan Combination or any related Loan Combination REO Property ondeposit in the related Loan Combination Custodial Account as indicated in such clauses of Section 3.05(e) (but only to the extent that such collections would have otherwise beentransferred to the applicable Collection Account with respect to the related Trust Mortgage Loanor any successor Trust REO Loan with respect thereto), or (z) pursuant to clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of general collections on the Trust MortgageLoans and any REO Properties on deposit in the Distribution Account; provided that forpurposes of the allocations contemplated by Section 4.04 no such expense shall be deemed tohave been incurred by the Trust Fund until such time as the payment thereof is actually made

from the applicable Collection Account, the related Loan Combination Custodial Account or theDistribution Account, as the case may be.

Additional Yield and Prepayment Amount : With respect to any Class of Sequential Pay Certificates (other than the Class A-2FL Certificates, the Class AJ-FLCertificates, the Class A-2FX Certificates, the Class AJ-FX Certificates or any Excluded Class),the Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II Regular Interest, forany Distribution Date on which distributions of principal are being made with respect to thatClass of Certificates, the Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC IIRegular Interest, as the case may be, pursuant to Section 4.01(a), provided that a YieldMaintenance Charge and/or Prepayment Premium was actually collected during the relatedCollection Period on a Trust Mortgage Loan or a Trust REO Loan (for purposes of thisdefinition, the Prepaid Loan ) in the Loan Group as to which the Holders of such Class of Certificates, Grantor Trust A-2FL with respect to the Class A-2FL REMIC II Regular Interest orGrantor Trust AJ-FL with respect to the Class AJ-FL REMIC II Regular Interest are/is receivingpayments of principal on such Distribution Date, the product of (a) such Yield MaintenanceCharge and/or Prepayment Premium, net of Workout Fees and Principal Recovery Fees payabletherefrom and net of any portion of such Yield Maintenance Charges and/or PrepaymentPremiums applied pursuant to Section 4.01(k) to reimburse one or more Classes of SequentialPay Certificates in respect of Realized Losses and/or Additional Trust Fund Expenses previouslyallocated to such Class(es), multiplied by (b) a fraction, which in no event will be greater thanone, the numerator of which is equal to the positive excess, if any, of (i) the Pass-Through Ratefor the subject Class of Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interestor the Class AJ-FL REMIC II Regular Interest, as the case may be, over (ii) the related DiscountRate, and the denominator of which is equal to the positive excess, if any, of (i) the MortgageRate for the Prepaid Loan over (ii) the related Discount Rate, multiplied by (c) a fraction, thenumerator of which is equal to the amount of principal distributable on the subject Class of Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interest or the Class AJ-FLREMIC II Regular Interest, as the case may be, on such Distribution Date (or, for so long aseither of the Class A-3 or the Class A-SB Certificates and the Class A-1A Certificates areoutstanding, principal distributable on the subject Class of Sequential Pay Certificates on that


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Distribution Date from collections on the applicable Loan Group that includes the Prepaid Loan),pursuant to Section 4.01(a), and the denominator of which is equal to the Principal DistributionAmount (or, for so long as either of the Class A-3 or the Class A-SB Certificates and theClass A-1A Certificates are outstanding, the Loan Group 1 Principal Distribution Amount or theLoan Group 2 Principal Distribution Amount, as applicable, based on which Loan Group

includes the Prepaid Loan) for such Distribution Date.Administered REO Property : Any REO Property other than any Park La Brea

Apartments REO Property.

Advance : Any P&I Advance or Servicing Advance.

Adverse Grantor Trust Event : As defined in Section 10.02(e).

Adverse Rating Event : With respect to each Rating Agency that has assigned arating to any Class of rated Certificates, as of any date of determination, the qualification,downgrade or withdrawal of the rating then assigned to any such Class of rated Certificates bysuch Rating Agency (or the placing of any such Class of rated Certificates on negative creditwatch status or ratings outlook negative status in contemplation of any such action withrespect thereto).

Adverse REMIC Event : As defined in Section 10.01(h).

Affiliate : With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of thisdefinition, control when used with respect to any specified Person means the power to directthe management and policies of such Person, directly or indirectly, whether through theownership of voting secur ities, by contract or otherwise and the terms controlling and

controlled have meanings correlative to the foregoing. Agreement : This Amended and Restated Pooling and Servicing Agreement and

all amendments hereof and supplements hereto.

Amendment Date : March 12, 2010.

Annual Assessment Report : As defined in Section 3.14.

Annual Attestation Report : As defined in Section 3.14.

Annual Statement of Compliance : As defined in Section 3.13.

Anticipated Repayment Date : For each ARD Loan, the da te specified in therelated Mortgage Note after which the rate per annum at which interest accrues on such ARDLoan will increase as specified in the related Mortgage Note (other than as a result of a defaultthereunder).

Appraisal : With respect to any Serviced Mortgage Loan, an appraisal of therelated Mortgaged Property from an Independent Appraiser selected by the Special Servicer or


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the applicable Master Servicer, as the case may be, prepared in accordance with 12 C.F.R. 225.64 and conducted in accordance with the standards of the Appraisal Institute by anIndependent Appraiser, which Independent Appraiser shall be advised to take into account thefactors specified in Section 3.09(a), any available environmental, engineering or other third-partyreports, and other factors that a prudent real estate appraiser would consider. The applicable

Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent may conclusively rely onany Appraisal obtained in accordance with this Agreement and, in the case of the Park La BreaApartments Trust Mortgage Loan or any successor Trust REO Loan with respect thereto, anyappraisal obtained in accordance with the JP 2006-LDP8 Pooling and Servicing Agreement.

Appraisal Reduction Amount : With respect to any Required AppraisalMortgage Loan, the excess, if any, of: (a) an amount, as calculated by the Special Servicer inconsultation with the Controlling Class Representative, as of the first Determination Dateimmediately succeeding the date on which the Special Servicer obtains knowledge of the subjectMortgage Loan becoming a Required Appraisal Mortgage Loan, if no new Required Appraisal(or letter update or internal valuation) is required, or otherwise the date on which a RequiredAppraisal (or letter update or internal valuation, if applicable) is obtained, and each anniversaryof such Determination Date thereafter so long as the subject Mortgage Loan remains a RequiredAppraisal Mortgage Loan, equal to the sum (without duplication) of (i) the Stated PrincipalBalance of such Required Appraisal Mortgage Loan, (ii) to the extent not previously advancedby or on behalf of a Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, allunpaid interest accrued on such Required Appraisal Mortgage Loan through the most recent DueDate prior to such Determination Date at a per annum rate equal to the related Net MortgageRate (exclusive of any portion thereof that constitutes Additional Interest), (iii) all accrued butunpaid (from related collections) Master Servicing Fees and Special Servicing Fees with respectto such Required Appraisal Mortgage Loan and, without duplication, all accrued or otherwiseincurred but unpaid (from related collections) Additional Trust Fund Expenses with respect tosuch Required Appraisal Mortgage Loan, (iv) all related unreimbursed Advances made by or onbehalf of a Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent with respect tosuch Required Appraisal Mortgage Loan, together with (A) interest on those Advances and(B) any related Unliquidated Advances and (v) all currently due and unpaid real estate taxes andunfunded improvement reserves and assessments, insurance premiums and, if applicable, groundrents with respect to the related Mortgaged Property; over (b) an amount equal to the sum of (i) the Required Appraisal Value and (ii) all escrows, reserves and letters of credit held asadditional collateral held with respect to such Required Appraisal Mortgage Loan. If the SpecialServicer fails to obtain a Required Appraisal (or letter update or internal valuation, if applicable)within the time limit described in Section 3.09(a), and such Required Appraisal (or letter updateor internal valuation, if applicable) is required thereunder, then the Appraisal Reduction Amountfor the related Required Appraisal Mortgage Loan will equal 25% of the Stated PrincipalBalance of such Required Appraisal Mortgage Loan, to be adjusted upon receipt of a RequiredAppraisal or letter update or internal valuation, if applicable.

Notwithstanding the foregoing, any Appraisal Reduction Amount (as definedunder the JP 2006-LDP8 Pooling and Servicing Agreement) with respect to any Park La BreaApartments Loan Combination shall be calculated, and allocated between the Mortgage Loanscomprising such Loan Combination, by the JP 2006-LDP8 Applicable Servicer pursuant to theJP 2006-LDP8 Pooling and Servicing Agreement; and the parties hereto shall be entitled to rely


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on such calculations and the allocations to the Park La Brea Apartments Trust Mortgage Loan orany successor Trust REO Loan with respect thereto, as reported to them by the JP 2006-LDP8Applicable Servicer.

Notwithstanding anything herein to the contrary, each Loan Combination shall betreated as a single Required Appraisal Mortgage Loan for purposes of calculating an AppraisalReduction Amount. Any Appraisal Reduction Amount with respect to any Loan Combinationshall be allocated first to the related B-Note Non-Trust Loan, in each case up to the outstandingprincipal balance thereof, and then to the applicable A-Note Trust Mortgage Loan.

Appraised Value : With respect to each Serviced Mortgaged Property andAdministered REO Property, the appraised value thereof based upon the most recent Appraisal(or letter update or internal valuation, if applicable) that is contained in the related Servicing Fileupon which the applicable Master Servicer, the Special Servicer, the Trustee and any FiscalAgent may conclusively rely; provided , that the term Appraised Value shall i nclude any valuedetermined by the JP 2006-LDP8 Applicable Servicer with respect to the Park La BreaApartments Trust Mortgage Loan (upon which Master Servicer No. 1, the Special Servicer, theTrustee and any Fiscal Agent may conclusively rely).

ARD Loan : Any Mortgage Loan that provides that if the unamortized principalbalance thereof is not repaid on its Anticipated Repayment Date, such Mortgage Loan willaccrue Additional Interest at the rate specified in the related Mortgage Note and the Mortgagor isrequired to apply excess monthly cash flow generated by the related Mortgaged Property to therepayment of the outstanding principal balance on such Mortgage Loan.

Asset Status Report : As defined in Section 3.21(c).

Assignment of Leases : With respec t to any Mortgaged Property, any

assignment of leases, rents and profits or similar document or instrument executed by theMortgagor in connection with the origination of the related Mortgage Loan.

Assumed Periodic Payment : With respect to any Balloon L oan for its StatedMaturity Date (provided that such Mortgage Loan has not been paid in full and no otherLiquidation Event has occurred in respect thereof on or before such Stated Maturity Date) andfor any related Due Date thereafter as of which such Mortgage Loan remains outstanding andpart of the Trust Fund (or, in the case of a Non-Trust Loan for any Due Date, as of which suchMortgage Loan remains outstanding and the related Trust Mortgage Loan remains part of theTrust Fund), the Periodic Payment of principal and/or interest deemed to be due in respectthereof on such Due Date equal to the Periodic Payment that would have been due in respect of

such Mortgage Loan on such Due Date if the related Mortgagor had been required to continue topay principal in accordance with the amortization schedule, if any, and to accrue interest at theMortgage Rate, in effect immediately prior to, and without regard to the occurrence of, its StatedMaturity Date. With respect to any REO Loan, for any related Due Date as of which the relatedREO Property or any interest therein remains part of the Trust Fund, the Periodic Payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to thePeriodic Payment that would have been due in respect of the predecessor Mortgage Loan on suchDue Date had it remained outstanding (or, if the predecessor Mortgage Loan was a Balloon Loan


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and such Due Date coincides with or follows what had been its Stated Maturity Date, equal to theAssumed Periodic Payment that would have been deemed due in respect of the predecessorMortgage Loan on such Due Date had it remained outstanding).

Authenticating Agent : Any authenticating agent appointed pursuant toSection 8.12 (or, in the absence of any such appointment, the Trustee).

Available Distribution Amount : With respect to any Distribution Date, anamount equal to (a) the sum, without duplication, of (i) the aggregate of the amounts on depositin the Collection Accounts and the Distribution Account as of the close of business on the relatedDetermination Date and the amounts collected by or on behalf of the Master Servicers as of theclose of business on such Determination Date and required to be deposited in the CollectionAccounts, (ii) the aggregate amount of any P&I Advances made by the Master Servicers, theTrustee or any Fiscal Agent for distribution on the Certificates on such Distribution Datepursuant to Section 4.03, (iii) the aggregate amount transferred from the Pool REO Account (if established) and/or any Loan Combination Custodial Account to the applicable CollectionAccount after the Determination Date in the month of such Distribution Date, but on or prior tothe P&I Advance Date in such month, pursuant to Section 3.16(c) and/or Section 3.05(e), asapplicable, (iv) the aggregate amounts deposited by the Master Servicers in their CollectionAccounts for such Distribution Date pursuant to Section 3.19(a) in connection with PrepaymentInterest Shortfalls and Casualty/Condemnation Interest Shortfalls, and (v) for each DistributionDate occurring in March, the aggregate of the Interest Reserve Amounts in respect of eachInterest Reserve Loan deposited into the Distribution Account pursuant to Section 3.05(c), net of (b) the portion of the amount described in clause (a) of this definition that represents one or moreof the following: (i) collected Periodic Payments that are due on a Due Date following the endof the related Collection Period, (ii) any amounts payable or reimbursable to any Person from(A) a Collection Account pursuant to clauses (ii)-(xvi), (xix) and (xxi) of Section 3.05(a) or(B) the Distribution Account pursuant to clauses (ii)-(vi) and (ix) of Section 3.05(b),(iii) Prepayment Premiums and Yield Maintenance Charges, (iv) Additional Interest, (v) withrespect to the Distribution Date occurring in February of each year and in January of each yearthat is not a leap year, the Interest Reserve Amounts with respect to the Interest Reserve Loans tobe withdrawn from the Distribution Account and deposited in the Interest Reserve Account inrespect of such Distribution Date and held for future distribution, pursuant to Section 3.04(c),and (vi) any amounts deposited in either Master Servicers Collection Account or theDistribution Account in error.

B-Note Loan Holder : Each holder of (i) the Mortgage Note for a B-NoteNon-Trust Loan and (ii) the corresponding rights under the related Loan CombinationIntercreditor Agreement.

B-Note Non-Trust Loan : With respect to each A -Note Trust Mortgage Loan,the other Mortgage Loan that (i) is not included in the Trust Fund, (ii) is subordinate in right of payment and in other respects to such A-Note Trust Mortgage Loan to the extent set forth in therelated Loan Combination Intercreditor Agreement and (iii) is secured by the same Mortgage onthe same Mortgaged Property as such A-Note Trust Mortgage Loan.


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Balloon Loan : Any Mortgage Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization scheduleextending beyond its Stated Maturity Date.

Balloon Payment : With respect to any Balloon Loan as of any date of determination, the Scheduled Payment payable on the Stated Maturity Date of such MortgageLoan.

Bankruptcy Code : The fede ral Bankruptcy Code, as amended from time totime (Title 11 of the United States Code).

Book-Entry Certificate : Any Certificate registered in the name of theDepository or its nominee.

Book-Entry Non-Registered Certificate : Any Book -Entry Certificate that is aNon-Registered Certificate.

Breach : As defined in Section 2.03(a).

Business Day : Any day other than a Saturday, a Sunday or a day on whichbanking institutions in New York, New York or the city in which the Corporate Trust Office of the Trustee (which as of the Closing Date is Chicago, Illinois), or the offices of either MasterServicer or the Special Servicer (which as of the Closing Date is/are Overland Park, Kansas withrespect to Master Servicer No. 1, San Francisco, California with respect to Master Servicer No. 2and Miami Beach, Florida with respect to the Special Servicer), are located, are authorized orobligated by law or executive order to remain closed.

Casualty/Condemnation Interest Shortfall : With respect to any Serviced Tru st

Mortgage Loan as to which a Casualty/Condemnation Principal Prepayment was received duringany Collection Period and was applied to such Mortgage Loan as an unscheduled payment of principal prior to such Mortgage Loans Due Date in such Collection Perio d, the amount of interest, to the extent not collected from the related Mortgagor, that would have accrued (at a rateper annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan and(y) the Trustee Fee Rate) on the amount of such Casualty/Condemnation Principal Prepaymentduring the period commencing on the date as of which such Casualty/Condemnation PrincipalPrepayment was applied to such Mortgage Loan and ending on the day immediately precedingsuch Due Date, inclusive (net of any portion of such interest that would have constituted PenaltyInterest and/or Additional Interest, if applicable).

Casualty/Condemnation Principal Prepayment : With respect to any ServicedTrust Mortgage Loan, any amounts constituting Insurance Proceeds or amounts received inconnection with the taking of all or a part of a Mortgaged Property by the exercise of the powerof eminent domain or condemnation, that are applied as an unscheduled principal prepayment inaccordance with the provisions of this Pooling and Servicing Agreement, in reduction of theprincipal balance of such Mortgage Loan.

CERCLA : The Comprehensive Environmental Response, Compensation andLiability Act of 1980, as amended.


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Certificate : Any one of the ML -CFC Commercial Mortgage Trust 2006-4,Commercial Mortgage Pass-Through Certificates, Series 2006-4, as executed by the CertificateRegistrar and authenticated and delivered hereunder by the Authenticating Agent.

Certificate Factor : With respect to any Class of Regular Certifi cates, the ClassA-2FL Certificates, the Class A-2FX Certificates, the Class AJ-FL Certificates, the Class AJ-FXCertificates, the Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II RegularInterest, as of any date of determination, a fraction, expressed as a decimal carried to at leasteight places, the numerator of which is the then current Class Principal Balance or NotionalAmount, as applicable, of such Class of Regular Certificates, the Class A-2FL Certificates, theClass A-2FX Certificates, the Class AJ-FL Certificates, the Class AJ-FX Certificates, theClass A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II Regular Interest, as thecase may be, and the denominator of which is the Original Class Principal Balance or OriginalNotional Amount, as the case may be, of such Class of Regular Certificates, the Class A-2FLCertificates, the Class A-2FX Certificates, the Class AJ-FL Certificates, the Class AJ-FXCertificates, the Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II RegularInterest, as the case may be.

Certificate Notional Amount : With respect to any Class XC or Class XPCertificate, as of any date of determination, the then notional amount of such Certificate equal tothe product of (a) the Percentage Interest evidenced by such Certificate, multiplied by (b) thethen Notional Amount of the Class of Certificates to which such Certificate belongs.

Certificate Owner : With respect to a Book -Entry Certificate, the Person who isthe beneficial owner of such Certificate as reflected on the books of the Depository or on thebooks of a Depository Participant or on the books of an indirect participating brokerage firm forwhich a Depository Participant acts as agent.

Certificate Principal Balance : With respect to any Sequential Pay Certificate,as of any date of determination, the then outstanding principal amount of such Certificate equalto the product of (a) the Percentage Interest evidenced by such Certificate, multiplied by (b) thethen Class Principal Balance of the Class of Certificates to which such Certificate belongs.

Certificate Register and Certificate Registrar : The register maintained andthe registrar appointed pursuant to Section 5.02(a).

Certificateholder : The Person in whose name a Cert ificate is registered in theCertificate Register, except that (i) neither a Disqualified Organization nor a DisqualifiedNon-United States Tax Person shall be Holder of a Residual Certificate for any purpose hereof

and, (ii) solely for the purposes of giving any consent, approval or waiver pursuant to thisAgreement that relates to any of the Depositor, any Mortgage Loan Seller, either MasterServicer, the Special Servicer, the Trustee or any Fiscal Agent in its respective capacity as such(except with respect to amendments or waivers referred to in Sections 7.04 and 11.01 hereof andany consent, approval or waiver required or permitted to be made by the Plurality SubordinateCertificateholder or the Controlling Class Representative and any election, removal orreplacement of the Special Servicer or the Controlling Class Representative pursuant toSection 6.09), any Certificate registered in the name of the Depositor, any Mortgage Loan Seller,


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either Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as the case may be,or any Certificate registered in the name of any of their respective Affiliates, shall be deemed notto be outstanding, and the Voting Rights to which it is entitled shall not be taken into account indetermining whether the requisite percentage of Voting Rights necessary to effect any suchconsent, approval or waiver that relates to it has been obtained. The Certificate Registrar shall be

entitled to request and conclusively rely upon a certificate of the Depositor, the Trustee (if thePerson acting as Trustee is different from the Person acting as Certificate Registrar), eitherMaster Servicer or the Special Servicer in determining whether a Certificate is registered in thename of an Affiliate of such Person. All refere nces herein to Holders or Certificateholdersshall reflect the rights of Certificate Owners as they may indirectly exercise such rights throughthe Depository and the Depository Participants, except as otherwise specified herein; provided,however, tha t the parties hereto shall be required to recognize as a Holder or Certificateholder only the Person in whose name a Certificate is registered in the CertificateRegister.

Certification Parties : As defined in Section 8.16(b).

Certifying Person : A s defined in Section 8.16(b).

Class : Collectively, all of the Certificates bearing the same alphabetic or alphanumeric, as applicable, class designation.

Class A Senior Certificates : The Class A-1, Class A-2, Class A-2FL,Class A-2FX, Class A-3, Class A-SB and Class A-1A Certificates.

Class A-1 Certificate : Any one of the Certificates with a Class A-1designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, andevidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

Class A-1A Certificate : Any one of the Certificates with a Class A-1Adesignation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, andevidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

Class A-2 Certificate : Any one of the Certificates with a Class A-2designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, andevidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

Class A-2FL Additional Fixed Swap Payment : With respect to any DistributionDate and the Class A-2FL Swap Payment Date to which it relates based on the confirmationunder the Class A- 2FL Swap Agreement, the applicable Additional Fixed Amount within themeaning of the confirmation under the Class A-2FL Swap Agreement.

Class A-2FL Available Funds : With respect to any Distribution Date, anamount equal to (a) the sum of (i) the total amount of all principal and/or interest distributions, aswell as all distributions of Yield Maintenance Charges and Prepayment Premiums, properlymade on or in respect of the Class A-2FL REMIC II Regular Interest with respect to suchDistribution Date and allocable to the Class A-2FL Sub-Account pursuant to Section 3.04(f) and(ii) the amounts, if any, received from the Class A-2FL Swap Counterparty pursuant to the


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Class A-2FL Swap Agreement for such Distribution Date, less (b) any Class A-2FL Net FixedSwap Payment, Class A-2FL Additional Fixed Swap Payment and Class A-2FL Fixed PayerShortfall Reimbursement Payment required to be paid to the Class A-2FL Swap Counterpartypursuant to the Class A-2FL Swap Agreement, consistent with Section 3.30, for suchDistribution Date.

Class A-2FL Certificate : Any one of the Certificates with a Class A-2FLdesignation on the face thereof, substantially in the form of Exhibit A-8 hereto, and evidencing aproportionate interest in the Class A-2FL Specific Grantor Trust Assets held by Grantor TrustA-2FL.

Class A-2FL Distribution Conversion : With respect to any Distribution Date(i) immediately upon and during the continuation of a Swap Payment Default under theClass A-2FL Swap Agreement while the Trustee is pursuing remedies under the Class A-2FLSwap Agreement pursuant to Section 3.30, or (ii) immediately upon and following thetermination of the Class A-2FL Swap Agreement until any replacement agreement is enteredinto, the conversion of distributions with respect to the Class A-2FL Certificates fromdistributions based, in part, on floating interest payments from the Class A-2FL SwapCounterparty under the Class A-2FL Swap Agreement to distributions based solely ondistributions in respect of the Class A-2FL REMIC II Regular Interest, as specified inSection 4.01(c).

Class A-2FL Fixed Payer Shortfall Reimbursement Payment : With respect toany Distribution Date and the Class A-2FL Swap Payment Date to which it relates based on theconfirmation under the Class A- 2FL Swap Agreement, the applicable Fixed Payer Sh ortfallReimbursement Amount within the meaning of the confirmation under the Class A-2FL SwapAgreement.

Class A-2FL Fixed Swap Payment : With respect to any Distribution Date andthe Class A-2FL Swap Payment Date to which it relates based on the confirmation under theClass A- 2FL Swap Agreement, the applicable Fixed Amount within the meaning of theconfirmation under the Class A-2FL Swap Agreement.

Class A-2FL Floating Swap Payment : With respect to any Distribution Dateand the Class A-2FL Swap Payment Date to which it relates based on the confirmation under theClass A- 2FL Swap Agreement, the applicable Floating Amount within the meaning of theconfirmation under the Class A-2FL Swap Agreement.

Class A-2FL Interest Distribution Amount : With respect to any Distribution

Date, an amount equal to (a) the sum of (i) the product of (A) the Distributable CertificateInterest with respect to the Class A-2FL REMIC II Regular Interest for such Distribution Dateand, to the extent not previously paid, for all prior Distribution Dates, multiplied by (B) theClass A-2FL Percentage Interest, (ii) any Class A-2FL Net Floating Swap Payment receivedfrom the Class A-2FL Swap Counterparty for distribution on such Distribution Date and (iii) if the Class A-2FL Swap Agreement is terminated and a replacement Class A-2FL SwapAgreement is not obtained, any related Swap Termination Payment collected during the relatedCollection Period, less (b) any Class A-2FL Net Fixed Swap Payment and/or Class A-2FL Fixed


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Payer Shortfall Reimbursement Payment made to the Class A-2FL Swap Counterparty withrespect to such Distribution Date.

Class A-2FL Net Fixed Swap Payment : With respect to any Distribution Date,the excess, if any of (i) the Class A-2FL Fixed Swap Payment for that Distribution Date over(ii) the Class A-2FL Floating Swap Payment for that Distribution Date.

Class A-2FL Net Floating Swap Payment : With respect to any DistributionDate, the excess, if any of (i) the Class A-2FL Floating Swap Payment for that Distribution Dateover (ii) the Class A-2FL Fixed Swap Payment for that Distribution Date.

Class A-2FL Percentage Interest : (a) As of any date of determination prior tothe Amendment Date, with respect to the Class A-2FL REMIC II Regular Interest and theClass A-2FL Certificates, a percentage interest equal to 100% and (b) as of any date of determination from and after the Amendment Date, with respect to the Class A-2FL REMIC IIRegular Interest and the Class A-2FL Certificates, a percentage interest equal to a fraction, thenumerator of which is the Class Principal Balance of the Class A-2FL Certificates, and thedenominator of which is the sum of the Class Principal Balances of the Class A-2FL Certificatesand the Class A-2FX Certificates.

Class A-2FL Principal Distribution Amount : With respect to any DistributionDate, an amount equal to the product of (a) the amount of principal allocated pursuant toSection 4.01 in respect of the Class A-2FL REMIC II Regular Interest on such Distribution Date,multiplied by (b) the Class A-2FL Percentage Interest.

Class A-2FL REMIC II Regular Interest : The uncertificated interest inREMIC II, designated as Class A-2FL, constituting a regular interest in REMIC II forpurposes of the REMIC Provisions and having the characteristics attributable thereto in this

Agreement.

Class A-2FL Specific Grantor Trust Assets : The portion of the Trust Fundconsisting of: (i) the Class A-2FL Percentage Interest in the Class A-2FL REMIC II RegularInterest (and distributions thereon), the Class A-2FL Swap Agreement (and payments by theClass A-2FL Swap Counterparty thereunder) and the Class A-2FL Sub-Account of the FloatingRate Account and (ii) amounts held from time to time in the Class A-2FL Sub-Account thatrepresent distributions of the Class A-2FL Percentage Interest in the Class A-2FL REMIC IIRegular Interest and payments received from the Class A-2FL Swap Counterparty under theClass A-2FL Swap Agreement.

Class A-2FL Sub-Account : As defined in Section 3.04(f).

Class A-2FL Swap Agreement : With respect to the Class A-2FL Certificatesand the Class A-2FL Percentage Interest in the Class A-2FL REMIC II Regular Interest, theapplicable interest rate swap agreement consisting of the ISDA 2002 Master Agreement, togetherwith the related schedule, confirmation and any annexes thereto, dated as of December 12, 2006,by and among the Class A-2FL Swap Counterparty and the Trustee, solely in its capacity asTrustee, on behalf of the Trust, (as amended and restated as of March 12, 2010) or any


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replacement interest rate swap agreement entered into by the Trustee in accordance with theterms of Section 3.30.

Class A-2FL Swap Counterparty : Merrill Lynch Capital Services, Inc. or itssuccessor in interest or any swap counterparty under a replacement Class A-2FL SwapAgreement.

Class A-2FL Swap Payment Date : The Payment Date within the meaning of the confirmation under the Class A-2FL Swap Agreement.

Class A-2FX Available Funds : With respect to any Distribution Date, anamount equal to the total amount of all principal and/or interest distributions, as well as alldistributions of Yield Maintenance Charges and Prepayment Premiums, properly made on or inrespect of the Class A-2FL REMIC II Regular Interest with respect to such Distribution Date andallocable to the Class A-2FX Sub-Account pursuant to Section 3.04(f).

Class A-2FX Certificate : Any one of the Certificates with a Class A-2FXdesignation on the face thereof, substantially in the form of Exhibit A-9 hereto, and evidencing aproportionate interest in the Class A-2FX Specific Grantor Trust Assets held by Grantor TrustA-2FL.

Class A-2FX Interest Distribution Amount : With respect to any DistributionDate, an amount equal to the product of (a) the Distributable Certificate Interest with respect tothe Class A-2FL REMIC II Regular Interest for such Distribution Date and, to the extent notpreviously paid, for all prior Distribution Dates, multiplied by (b) the Class A-2FX PercentageInterest.

Class A-2FX Percentage Interest : (a) As of any date of determination prior to

the Amendment Date, with respect to the Class A-2FL REMIC II Regular Interest and theClass A-2FX Certificates, a percentage interest equal to zero and (b) as of any date of determination from and after the Amendment Date, with respect to the Class A-2FL REMIC IIRegular Interest and the Class A-2FX Certificates, a percentage interest equal to a fraction, thenumerator of which is the Class Principal Balance of the Class A-2FX Certificates, and thedenominator of which is the sum of the Class Principal Balances of the Class A-2FX Certificatesand the Class A-2FL Certificates.

Class A-2FX Principal Distribution Amount : With respect to any DistributionDate, an amount equal to the product of (a) the amount of principal allocated pursuant toSection 4.01 in respect of the Class A-2FL REMIC II Regular Interest on such Distribution Date,multiplied by (b) the Class A-2FX Percentage Interest.

Class A-2FX Specific Grantor Trust Assets : The portion of the Trust Fundconsisting of: (i) the Class A-2FX Percentage Interest in the Class A-2FL REMIC II RegularInterest (and distributions thereon) and the Class A-2FX Sub-Account of the Floating RateAccount and (ii) amounts held from time to time in the Class A-2FX Sub-Account that representdistributions of the Class A-2FX Percentage Interest in the Class A-2FL REMIC II RegularInterest.


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Class A-2FX Sub-Account : As defined in Section 3.04(f).

Class A-3 Certificate : Any one of the Certificates with a Clas s A-3designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, andevidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

Class A-SB Certificate : Any one of the Certificates with a Class A-SBdesignation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, andevidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

Class A-SB Planned Principal Balance : With respect to any Distribution Da te,the targeted Class Principal Balance of the Class A-SB Certificates for such date set forth onSchedule IV attached hereto.

Class AJ Certificate : Any one of the Certificates with a Class AJ designationon the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing aregular interest in REMIC II for purposes of the REMIC Provisions.

Class AJ-FL Additional Fixed Swap Payment : With respect to any DistributionDate and the Class AJ-FL Swap Payment Date to which it relates based on the confirmationunder the Class AJ- FL Swap Agreement, the applicable Additional Fixed Amount within themeaning of the confirmation under the Class AJ-FL Swap Agreement.

Class AJ-FL Available Funds : With respect to any Distribution Dat e, anamount equal to (a) the sum of (i) the total amount of all principal and/or interest distributions, aswell as all distributions of Yield Maintenance Charges and Prepayment Premiums, properlymade on or in respect of the Class AJ-FL REMIC II Regular Interest with respect to suchDistribution Date and allocable to the Class A-J-FL Sub-Account pursuant to Section 3.04(f) and

(ii) the amounts, if any, received from the Class AJ-FL Swap Counterparty pursuant to theClass AJ-FL Swap Agreement for such Distribution Date, less (b) any Class AJ-FL Net FixedSwap Payment, Class AJ-FL Additional Fixed Swap Payment and Class AJ-FL Fixed PayerShortfall Reimbursement Payment required to be paid to the Class AJ-FL Swap Counterpartypursuant to the Class AJ-FL Swap Agreement, consistent with Section 3.30, for such DistributionDate.

Class AJ-FL Certificate : Any one of the Certificates with a Class AJ-FLdesignation on the face thereof, substantially in the form of Exhibit A-10 hereto, and evidencinga proportionate interest in the Class AJ-FL Specific Grantor Trust Assets held by Grantor TrustAJ-FL.

Class AJ- FL Depositors Retained Amount : The initial up -front payment fromthe Class AJ-FL Swap Counterparty to the Depositor pursuant to the Class AJ-FL SwapAgreement.

Class AJ-FL Distribution Conversion : With respect to any Distribution Date(i) immediately upon and during the continuation of a Swap Payment Default under theClass AJ-FL Swap Agreement while the Trustee is pursuing remedies under the Class AJ-FLSwap Agreement pursuant to Section 3.30, or (ii) immediately upon and following the


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termination of the Class AJ-FL Swap Agreement until any replacement agreement is enteredinto, the conversion of distributions with respect to the Class AJ-FL Certificates fromdistributions based, in part, on floating interest payments from the Class AJ-FL SwapCounterparty under the Class AJ-FL Swap Agreement to distributions based solely ondistributions in re

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