EXECUTION COPY
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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
as Depositor,
PRUDENTIAL ASSET RESOURCES, INC.,
as a Master Servicer,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Master Servicer,
LNR PARTNERS, INC.,
as General Special Servicer,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator and as Tax Administrator,
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
----------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
----------
$2,906,717,979
Aggregate Initial Certificate Principal Balance
----------
Commercial Mortgage Pass-Through Certificates
Series 2006-PWR13
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TABLE OF CONTENTS
----------
SECTION
PAGE
-------
----
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
SECTION 1.01.
Defined Terms..........................................
7
SECTION 1.02.
General Interpretive Principles........................
75
SECTION 1.03.
Certain Calculations in Respect of the Mortgage Pool...
76
SECTION 1.04.
Cross-Collateralized Mortgage Loans....................
77
SECTION 1.05.
Incorporation of Preliminary Statement.................
78
ARTICLE II
CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC
II
REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST,
REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND
CERTIFICATES
SECTION 2.01.
Conveyance of Pooled Mortgage Loans....................
79
SECTION 2.02.
Acceptance of Mortgage Assets by Trustee...............
84
SECTION 2.03.
Certain Repurchases and Substitutions of Pooled
Mortgage Loans by the Pooled Mortgage Loan Sellers..
86
SECTION 2.04.
Representations and Warranties of the Depositor........
91
SECTION 2.05.
Representations and Warranties of PAR as a Master
Servicer............................................
92
SECTION 2.06.
Representations and Warranties of WFB as a Master
Servicer............................................
93
SECTION 2.07.
Representations and Warranties of the General Special
Servicer............................................
94
SECTION 2.08.
Representations and Warranties of the Loan Specific
Special Servicers...................................
96
SECTION 2.09.
Representations and Warranties of the Certificate
Administrator.......................................
97
SECTION 2.10.
Representations and Warranties of the Tax
Administrator.......................................
98
SECTION 2.11.
Representations, Warranties and Covenants of the
Trustee.............................................
99
SECTION 2.12.
Creation of REMIC I; Issuance of the REMIC I Regular
Interests and the REMIC I Residual Interest; Certain
Matters Involving REMIC I...........................
100
SECTION 2.13.
Conveyance of the REMIC I Regular Interests; Acceptance
of the REMIC I Regular Interests by Trustee.........
103
SECTION 2.14.
Creation of REMIC II; Issuance of the REMIC II Regular
Interests and the REMIC II Residual Interest;
Certain Matters Involving REMIC II..................
103
SECTION 2.15.
Conveyance of the REMIC II Regular Interests;
Acceptance of the REMIC II Regular Interests by
Trustee.............................................
104
SECTION 2.16.
Creation of REMIC III; Issuance of the REMIC III
Certificates, the REMIC III Components and the
REMIC III Residual Interest; Certain Matters
Involving REMIC III.................................
105
SECTION 2.17.
Acceptance of Grantor Trusts; Issuance of the Class V
and Class R Certificates............................
108
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
General Provisions.....................................
109
SECTION 3.02.
Collection of Mortgage Loan Payments...................
113
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts................
115
SECTION 3.04.
Collection Accounts, Distribution Account, Interest
Reserve Account, Excess Liquidation Proceeds
Account, Companion Note Custodial Accounts and
Subordinate Note Custodial Accounts.................
118
SECTION 3.05.
Permitted Withdrawals From the Collection Accounts, the
Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Account, the
Companion Note Custodial Accounts and the
Subordinate Note Custodial Accounts.................
125
SECTION 3.06.
Investment of Funds in the Accounts....................
139
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage...............................
140
SECTION 3.08.
Enforcement of Alienation Clauses......................
144
SECTION 3.09.
Realization Upon Defaulted Serviced Mortgage Loans.....
147
SECTION 3.10.
Trustee to Cooperate; Release of Mortgage Files........
151
SECTION 3.11.
Master Servicing and Special Servicing Compensation;
Interest on and Reimbursement of Servicing Advances;
Payment of Certain Expenses; Obligations of the
Trustee Regarding Back-up Servicing Advances........
152
SECTION 3.12.
Property Inspections; Collection of Financial
Statements..........................................
160
SECTION 3.13.
[Reserved].............................................
161
SECTION 3.14.
[Reserved].............................................
161
SECTION 3.15.
Access to Information..................................
161
SECTION 3.16.
Title to Administered REO Property; REO Account........
162
SECTION 3.17.
Management of Administered REO Property................
164
SECTION 3.18.
Fair Value Option; Sale of Administered REO Properties;
Sale of the Non-Trust- Serviced Pooled Mortgage
Loan................................................
167
SECTION 3.19.
Additional Obligations of Master Servicers and Special
Servicer............................................
172
SECTION 3.20.
Modifications, Waivers, Amendments and Consents........
176
SECTION 3.21.
Transfer of Servicing Between Applicable Master
Servicer and Applicable Special Servicer; Record
Keeping.............................................
181
SECTION 3.22.
Sub-Servicing Agreements and the Primary Servicing
Agreements..........................................
182
SECTION 3.23.
Controlling Class Representative.......................
186
SECTION 3.24.
Certain Rights and Powers of the Controlling Class
Representative......................................
187
SECTION 3.25.
Replacement of Special Servicers.......................
192
SECTION 3.26.
Application of Default Charges.........................
193
SECTION 3.27.
Certain Matters Regarding the Serviced Mortgage Loan
Groups that Include PCFII Pooled Mortgage Loans.....
195
SECTION 3.28.
Certain Matters Regarding the Savannah Apartments
Mortgage Loan Group ................................
195
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions..........................................
197
SECTION 4.02.
Certificate Administrator Reports; Servicer Reporting..
208
SECTION 4.03.
P&I Advances...........................................
217
SECTION 4.04.
Allocation of Realized Losses and Additional Trust Fund
Expenses............................................
220
SECTION 4.05.
Calculations...........................................
222
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The Certificates.......................................
223
SECTION 5.02.
Registration of Transfer and Exchange of Certificates..
223
SECTION 5.03.
Book-Entry Certificates................................
229
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen Certificates......
231
SECTION 5.05.
Persons Deemed Owners..................................
231
SECTION 5.06.
Certification by Certificate Owners....................
231
SECTION 5.07.
Appointment of Authenticating Agents...................
231
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS AND
THE SPECIAL SERVICERS
SECTION 6.01.
Liability of the Depositor, the Master Servicers, the
Primary Servicers and the Special Servicers.........
233
SECTION 6.02.
Merger, Consolidation or Conversion of the Depositor,
a Master Servicer or the Special Servicer............
233
SECTION 6.03.
Limitation on Liability of the Depositor, the Master
Servicers, the Primary Servicers and the Special
Servicers............................................
233
SECTION 6.04.
Resignation of the Master Servicers and the Special
Servicers............................................
235
SECTION 6.05.
Rights of the Depositor and the Trustee in Respect
of the Master Servicers and the Special Servicers....
236
SECTION 6.06.
Master Servicers, the Primary Servicers and Special
Servicers May Own Certificates.......................
236
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of Default.......................................
238
SECTION 7.02.
Trustee to Act; Appointment of Successor................
242
SECTION 7.03.
Notification to Certificateholders......................
243
SECTION 7.04.
Waiver of Events of Default.............................
243
SECTION 7.05.
Additional Remedies of Trustee Upon Event of Default....
244
ARTICLE VIII
THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
ADMINISTRATOR AND THE TAX ADMINISTRATOR
SECTION 8.01.
Duties of the Trustee, the Custodian, the Certificate
Administrator and the Tax Administrator..............
245
SECTION 8.02.
Certain Matters Affecting the Trustee, the
Certificate Administrator and the Tax
Administrator........................................
246
SECTION 8.03.
The Trustee, the Certificate Administrator and the
Tax Administrator not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans........
248
SECTION 8.04.
The Trustee, the Certificate Administrator and the
Tax Administrator May Own Certificates...............
248
SECTION 8.05.
Fees and Expenses of the Trustee, the Certificate
Administrator and the Tax Administrator;
Indemnification of and by the Trustee, the
Certificate Administrator and the Tax
Administrator........................................
248
SECTION 8.06.
Eligibility Requirements for the Trustee, the
Certificate Administrator and the Tax
Administrator........................................
250
SECTION 8.07.
Resignation and Removal of the Trustee, the
Certificate Administrator and the Tax
Administrator........................................
251
SECTION 8.08.
Successor Trustee, Certificate Administrator and
Tax Administrator....................................
252
SECTION 8.09.
Merger or Consolidation of the Trustee, the
Certificate Administrator or the Tax Administrator...
253
SECTION 8.10.
Appointment of Co-Trustee or Separate Trustee...........
253
SECTION 8.11.
Appointment of Custodians...............................
254
SECTION 8.12.
Access to Certain Information...........................
254
SECTION 8.13.
Appointment of Fiscal Agent.............................
256
SECTION 8.14.
Representations and Warranties of any Fiscal Agent......
257
SECTION 8.15.
Advance Security Arrangement............................
258
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All
Pooled Mortgage Loans................................
259
SECTION 9.02.
Additional Termination Requirements.....................
261
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
Tax Administration......................................
263
SECTION 10.02.
The Depositor, the Master Servicers and the Special
Servicers to Cooperate with the Tax Administrator....
265
ARTICLE XI
EXCHANGE ACT REPORTING
AND REGULATION AB COMPLIANCE
SECTION 11.01.
Intent of the Parties; Reasonableness...................
268
SECTION 11.02.
[Reserved.].............................................
268
SECTION 11.03.
Information to be Provided by the Master Servicers,
the Special Servicers, the Primary Servicers and
the Certificate Administrator........................
268
SECTION 11.04.
[Reserved.].............................................
270
SECTION 11.05.
Filing Obligations......................................
270
SECTION 11.06.
Form 10-D Filings.......................................
270
SECTION 11.07.
Form 10-K Filings.......................................
272
SECTION 11.08.
Sarbanes-Oxley Certification............................
273
SECTION 11.09.
Form 8-K Filings........................................
274
SECTION 11.10.
Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports...................
276
SECTION 11.11.
Annual Compliance Statements............................
276
SECTION 11.12.
Annual Reports on Assessment of Compliance with
Servicing Criteria...................................
277
SECTION 11.13.
Annual Independent Public Accountants' Servicing
Report...............................................
279
SECTION 11.13A.
USAP Alternative........................................
279
SECTION 11.14.
Indemnification.........................................
279
SECTION 11.15.
Amendments..............................................
281
SECTION 11.16.
Exchange Act Report Signatures..........................
281
SECTION 11.17.
Termination of the Trustee, the Certificate
Administrator and Sub-Servicers......................
282
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01.
Amendment...............................................
283
SECTION 12.02.
Recordation of Agreement; Counterparts..................
285
SECTION 12.03.
Limitation on Rights of Certificateholders..............
285
SECTION 12.04.
Governing Law...........................................
285
SECTION 12.05.
Notices.................................................
286
SECTION 12.06.
Severability of Provisions..............................
286
SECTION 12.07.
Successors and Assigns; Beneficiaries...................
287
SECTION 12.08.
Article and Section Headings............................
287
SECTION 12.09.
Notices to and from the Rating Agencies and the
Depositor............................................
287
SECTION 12.10.
Notices to Controlling Class Representative.............
288
SECTION 12.11.
Complete Agreement......................................
288
EXHIBITS
EXHIBIT A-1
Form of Certificate (other than Class R and Class V Certificates)
EXHIBIT A-2
Form of Class R Certificate
EXHIBIT A-3
Form of Class V Certificate
EXHIBIT B
Letters of Representations Among Depositor, Trustee and Initial
Depositary
EXHIBIT C-1
Form of Master Servicer Request for Release
EXHIBIT C-2
Form of Special Servicer Request for Release
EXHIBIT D-1
Form of Certificate Administrator Report
EXHIBIT D-2
Minimum Information for Certificate Administrator Report
EXHIBIT E-1
[Reserved]
EXHIBIT E-2
[Reserved]
EXHIBIT E-3
[Reserved]
EXHIBIT E-4
[Reserved]
EXHIBIT E-5
[Reserved]
EXHIBIT E-6
[Reserved]
EXHIBIT F-1
Form of Transferor Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
EXHIBIT F-2A
Form I of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
EXHIBIT F-2B
Form II of Transferee Certificate for Transfers of Non-Registered
Certificates Held in Physical Form
EXHIBIT F-2C
Form of Transferee Certificate for Certain Transfers of Interests
in Rule 144A Global Certificates
EXHIBIT F-2D
Form of Transferee Certificate for Certain Transfers of Interests
in Regulation S Global Certificates
EXHIBIT F-3A
Form of Transferor Certificate for Transfer of the Excess Servicing
Fee Rights
EXHIBIT F-3B
Form of Transferee Certificate for Transfer of the Excess Servicing
Fee Rights
EXHIBIT G-1
Form of Transferee
Certificate in Connection with ERISA
(Non-Registered
Certificates
and
Non-Investment
Grade Certificates Held in Physical Form)
EXHIBIT G-2
Form of Transferee
Certificate in Connection
with ERISA
(Non-Registered
Certificates
Held in Book-Entry
Form)
EXHIBIT H-1
Form of Transfer Affidavit and Agreement for Transfers of Class R
Certificates
EXHIBIT H-2
Form of Transferor Certificate for Transfers of Class R
Certificates
EXHIBIT I-1
Form of Notice and Acknowledgment Concerning Replacement of the
Special Servicer
EXHIBIT I-2
Form of Acknowledgment of a Proposed Special Servicer
EXHIBIT J
Form of UCC-1 Financing Statement
EXHIBIT K-1
Information Request from Certificateholder or Certificate Owner
EXHIBIT K-2
Information Request from Prospective Investor
EXHIBIT L
Form of Power of Attorney by Trustee
EXHIBIT M-1
Form of Sarbanes-Oxley Certification
EXHIBIT M-2
Form of Sarbanes-Oxley Backup Certification
EXHIBIT N
Form of Final Certification of Trustee
EXHIBIT O
Form of Defeasance Certification
EXHIBIT P
Form of Outside Master Servicer Notice
EXHIBIT Q
Form of Additional Disclosure Notification
EXHIBIT R
Copy of Nationwide Primary Servicer Undertaking to Indemnify
EXHIBIT S
Formula for Adjustment of RLJ Non-Trust Administrative Fee Accrual
Rate to Actual/360 Basis
-v-
SCHEDULES
SCHEDULE I-A
Schedule of PMCF Pooled Mortgage Loans
SCHEDULE I-B
Schedule of BSCMI Pooled Mortgage Loans
SCHEDULE I-C
Schedule of WFB Pooled Mortgage Loans
SCHEDULE I-D
Schedule of PCF Pooled Mortgage Loans
SCHEDULE I-E
Schedule of PCFII Pooled Mortgage Loans
SCHEDULE I-F
Schedule of Nationwide Pooled Mortgage Loans
SCHEDULE II
Schedule of Exceptions to Mortgage File Delivery (under Section
2.02(a))
SCHEDULE III
Schedule of Designated Sub-Servicers
SCHEDULE IV
Reference Rates
SCHEDULE V
Borrower Third-Party Beneficiaries (under Section 2.03)
SCHEDULE VI
Class A-AB Planned Principal Balances
SCHEDULE VII
Closing Date Deposit Mortgage Loans and Related Closing Date
Deposit Amounts
SCHEDULE VIII
Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE IX
Additional Form 10-D Disclosure
SCHEDULE X
Additional Form 10-K Disclosure
SCHEDULE XI
Form 8-K Disclosure Information
-vi-
This Pooling and Servicing Agreement (this "Agreement"), is dated
and
effective as of September 1, 2006, among BEAR STEARNS COMMERCIAL
MORTGAGE
SECURITIES INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC., as
a Master
Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Master
Servicer, LNR
PARTNERS, INC., as General Special Servicer, WELLS FARGO BANK,
NATIONAL
ASSOCIATION, as Certificate Administrator and as Tax Administrator,
and LASALLE
BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell Certificates, to be issued hereunder
in
multiple Classes, which in the aggregate will evidence the entire
beneficial
ownership interest in the Trust to be created hereunder.
REMIC I
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Pooled Mortgage Loans (exclusive
of certain
amounts payable thereon) and certain other assets as a REMIC for
federal income
tax purposes, and such segregated pool of assets will be designated
as "REMIC
I". The Class R Certificates will represent ownership of (among
other things)
the sole class of "residual interests" in REMIC I for purposes of
the REMIC
Provisions under federal income tax law. The Latest Possible
Maturity Date for
each REMIC I Regular Interest is the Rated Final Distribution Date.
None of the
REMIC I Regular Interests will be certificated.
REMIC II
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting 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 Certificates will represent
ownership of
(among other things) the sole class of "residual interests" in
REMIC II for
purposes of the REMIC Provisions under federal income tax law. The
following
table sets forth the designation, the REMIC II Remittance Rate and
the initial
Uncertificated Principal Balance for each of the REMIC II Regular
Interests. The
Latest Possible Maturity Date for each REMIC II Regular Interest is
the Rated
Final Distribution Date. None of the REMIC II Regular Interests
will be
certificated.
REMIC II
Initial Uncertificated
Designation
Remittance Rate
Principal Balance
-----------
---------------
----------------------
A-1-1
Variable (1)
$ 13,221,000
A-1-2
Variable (1)
$104,753,000
A-1-3
Variable (1)
$ 22,026,000
A-2
Variable (1)
$ 60,900,000
A-3-1
Variable (1)
$ 26,667,000
A-3-2
Variable (1)
$105,853,000
A-3-3
Variable (1)
$
5,480,000
A-AB
Variable (1)
$136,100,000
A-4-1
Variable (1)
$ 42,902,000
A-4-2
Variable (1)
$ 95,821,000
A-4-3
Variable (1)
$235,201,000
A-4-4
Variable (1)
$811,495,000
A-1A-1
Variable (1)
$
3,043,000
A-1A-2
Variable (1)
$ 16,635,000
A-1A-3
Variable (1)
$ 17,100,000
A-1A-4
Variable (1)
$ 16,378,000
A-1A-5
Variable (1)
$ 29,148,000
A-1A-6
Variable (1)
$ 16,759,000
A-1A-7
Variable (1)
$ 13,794,000
A-1A-8
Variable (1)
$261,426,000
A-M
Variable (1)
$290,672,000
A-J
Variable (1)
$232,537,000
B-1
Variable (1)
$ 17,807,000
B-2
Variable (1)
$ 47,594,000
C-1
Variable (1)
$
6,098,000
C-2
Variable (1)
$ 22,970,000
D-1
Variable (1)
$
1,791,000
D-2
Variable (1)
$ 38,176,000
E
Variable (1)
$ 29,067,000
F-1
Variable (1)
$ 13,902,000
F-2
Variable (1)
$ 18,799,000
G
Variable (1)
$ 32,700,000
H-1
Variable (1)
$ 22,308,000
H-2
Variable (1)
$
6,760,000
J
Variable (1)
$ 18,167,000
K
Variable (1)
$
3,633,000
L
Variable (1)
$ 10,900,000
M
Variable (1)
$
7,267,000
N
Variable (1)
$
7,267,000
O
Variable (1)
$
7,267,000
P
Variable (1)
$ 36,333,979
----------
(1)
The REMIC II Remittance Rate for each REMIC II Regular Interest
shall be a
variable rate per annum calculated in accordance with the
definition of
"REMIC II Remittance Rate".
-2-
REMIC III
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III". The Class R Certificates will evidence
ownership of
(among other things) the sole class of "residual interests" in
REMIC III for
purposes of the REMIC Provisions under federal income tax law.
Class Designations of the REMIC III Certificates
The following table irrevocably sets forth the Class designation,
Pass-Through Rate and initial Class Principal Balance for each
Class of the
REMIC III Certificates.
Class
Initial Class
Designation
Pass-Through Rate
Principal Balance
-----------
-----------------
-----------------
Class A-1
5.294% per annum
$
140,000,000
Class A-2
5.426% per annum
$
60,900,000
Class A-3
5.518% per annum
$
138,000,000
Class A-AB
5.530% per annum
$
136,100,000
Class A-4
5.540% per annum
$1,185,419,000
A-1A
5.533% per annum
$
374,283,000
Class A-M
Variable (1)
$
290,672,000
Class A-J
Variable (1)
$
232,537,000
Class B
Variable (1)
$
65,401,000
Class C
Variable (1)
$
29,068,000
Class D
Variable (1)
$
39,967,000
Class E
Variable (1)
$
29,067,000
Class F
Variable (1)
$
32,701,000
Class G
Variable (2)
$
32,700,000
Class H
Variable (2)
$
29,068,000
Class J
Variable (1)
$
18,167,000
Class K
Variable (1)
$
3,633,000
Class L
Variable (1)
$
10,900,000
Class M
Variable (1)
$
7,267,000
Class N
Variable (1)
$
7,267,000
Class O
Variable (1)
$
7,267,000
Class P
Variable (1)
$
36,333,979
Class X-1
Variable (2)
(3)
Class X-2
Variable (2)
(4)
----------
(1)
The respective Pass-Through Rates for the Class A-M, Class A-J,
Class B,
Class C, Class D, Class E, Class F, Class J, Class K, Class L,
Class M,
Class N, Class O and Class P Certificates will, in the case of each
of
those Classes, be a rate per annum equal to the lesser of a fixed
rate per
annum (equal to 5.582%, 5.611%, 5.660%, 5.680%, 5.750%, 5.799%,
5.957%,
5.255%, 5.255%, 5.255%, 5.255%, 5.255%, 5.255% and 5.255%,
respectively)
and a variable rate, all as calculated in accordance with the
definition of
"Pass-Through Rate".
(2)
The respective Pass-Through Rates for the Class X-1, Class X-2,
Class G and
Class H Certificates will, in the case of each of those Classes, be
a
variable rate per annum calculated in accordance with the
definition of
"Pass-Through Rate".
(3)
The Class X-1 Certificates will not have a Class Principal Balance
and will
not entitle their Holders to receive distributions of principal.
The Class
X-1 Certificates will have a Class Notional Amount which will be
equal to
the
-3-
aggregate of the Component Notional Amounts of such Class, REMIC
III
Components from time to time. As more specifically provided herein,
interest in respect of such Class of Certificates will consist of
the
aggregate amount of interest accrued on the respective Component
Notional
Amounts of such Class' REMIC III Components from time to time.
(4)
The Class X-2 Certificates will not have a Class Principal Balance
and will
not entitle their Holders to receive distributions of principal.
The Class
X-2 Certificates will have a Class Notional Amount which will be
equal to
the aggregate of the Component Notional Amounts of such Class'
REMIC III
Components from time to time. As more specifically provided herein,
interest in respect of such Class of Certificates will consist of
the
aggregate amount of interest accrued on the respective Component
Notional
Amounts of such Class' REMIC III Components from time to time.
Designations of the REMIC III Components
The REMIC III Components of the Class X-1 Certificates are hereby
irrevocably assigned the alphanumeric designation under the column
heading
"REMIC III Component of Class X-1 Certificates" in the table that
appears under
"Corresponding REMIC II Regular Interests". The REMIC III
Components of the
Class X-2 Certificates are hereby irrevocably assigned the
alphanumeric
designation set forth under the column heading "REMIC III Component
of Class X-2
Certificates" in the table that appears under "Corresponding REMIC
II Regular
Certificates".
Corresponding REMIC II Regular Interests
The following table irrevocably sets forth, with respect to each
REMIC
II Regular Interest, the Class of Certificates, REMIC III Component
of the Class
X-1 Certificates and the REMIC III Component of the Class X-2
Certificates for
which such REMIC II Regular Interest constitutes a Corresponding
REMIC II
Regular Interest:
-4-
Class X-2 Termination
REMIC III
REMIC III
Date for REMIC III
REMIC II
Class of
Component of Class
Component of Class
Component of Class X-2
Regular Interest
Certificates
X-1 Certificates
X-2 Certificates
Certificates
----------------
------------
------------------
------------------
----------------------
A-1-1
A-1
X1-A-1-1
Not Applicable
Not Applicable
A-1-2
A-1
X1-A-1-2
X2-A-1-2
September 2007
A-1-3
A-1
X1-A-1-3
X2-A-1-3
September 2008
A-2
A-2
X1-A-2
X2-A-2
September 2008
A-3-1
A-3
X1-A-3-1
X2-A-3-1
September 2008
A-3-2
A-3
X1-A-3-2
X2-A-3-2
September 2009
A-3-3
A-3
X1-A-3-3
X2-A-3-3
September 2010
A-AB
A-AB
X1-A-AB
X2-A-AB
September 2010
A-4-1
A-4
X1-A-4-1
X2-A-4-1
September 2010
A-4-2
A-4
X1-A-4-2
X2-A-4-2
September 2011
A-4-3
A-4
X1-A-4-3
X2-A-4-3
September 2012
A-4-4
A-4
X1-A-4-4
X2-A-4-4
September 2013
A-1A-1
A-1A
X1-A-1A-1
Not Applicable
Not Applicable
A-1A-2
A-1A
X1-A-1A-2
X2-A-1A-2
September 2007
A-1A-3
A-1A
X1-A-1A-3
X2-A-1A-3
September 2008
A-1A-4
A-1A
X1-A-1A-4
X2-A-1A-4
September 2009
A-1A-5
A-1A
X1-A-1A-5
X2-A-1A-5
September 2010
A-1A-6
A-1A
X1-A-1A-6
X2-A-1A-6
September 2011
A-1A-7
A-1A
X1-A-1A-7
X2-A-1A-7
September 2012
A-1A-8
A-1A
X1-A-1A-8
X2-A-1A-8
September 2013
A-M
A-M
X1-A-M
X2-A-M
September 2013
A-J
A-J
X1-A-J
X2-A-J
September 2013
B-1
B
X1-B-1
X2-B-1
September 2012
B-2
B
X1-B-2
X2-B-2
September 2013
C-1
C
X1-C-1
X2-C-1
September 2011
C-2
C
X1-C-2
X2-C-2
September 2012
D-1
D
X1-D-1
X2-D-1
September 2010
D-2
D
X1-D-2
X2-D-2
September 2011
E
E
X1-E
X2-E
September 2010
F-1
F
X1-F-1
X2-F-1
September 2009
F-2
F
X1-F-2
X2-F-2
September 2010
G
G
X1-G
X2-G
September 2009
H-1
H
X1-H-1
X2-H-1
September 2008
H-2
H
X1-H-2
X2-H-2
September 2009
J
J
X1-J
X2-J
September 2008
K
K
X1-K
X2-K
September 2008
L
L
X1-L
X2-L
September 2008
M
M
X1-M
Not Applicable
Not Applicable
N
N
X1-N
Not Applicable
Not Applicable
O
O
X1-O
Not Applicable
Not Applicable
P
P
X1-P
Not Applicable
Not Applicable
For federal income tax purposes, each Class of the REMIC III
Certificates will be designated as a separate "regular interest" in
REMIC III.
The Latest Possible Maturity Date for each Class of REMIC III
Certificates is
the Rated Final Distribution Date.
-5-
The Initial Pool Balance and the initial aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests will be
$2,906,717,980, and
the initial aggregate Uncertificated Principal Balance of the REMIC
II Regular
Interests and the initial aggregate Class Principal Balance of the
respective
Classes of REMIC III Certificates (other than the Class X-1 and the
Class X-2
Certificates) will, in each case, be $2,906,717,979.
As described below, there exist one or more Pooled Mortgage Loans
that
are part of split loan structures comprising such Pooled Mortgage
Loan and one
or more other loans that, together with the respective Pooled
Mortgage Loan, are
secured by the same Mortgage encumbering the related Mortgaged
Properties, which
other loans are, in each case, pari passu in right of payment to
the related
Pooled Mortgage Loan or subordinate in right of payment to the
related Pooled
Mortgage Loan.
The RLJ Hotel Portfolio Pooled Mortgage Loan is part of a split
loan
structure comprising the RLJ Hotel Portfolio Pooled Mortgage Loan
and the RLJ
Hotel Portfolio Non-Pooled Pari Passu Companion Loans. The relative
rights of
the holder of the RLJ Hotel Portfolio Pooled Mortgage Loan and the
holder of the
RLJ Hotel Portfolio Non-Pooled Pari Passu Companion Loans are set
forth in the
WCMSI 2006-C27 Pooling and Servicing Agreement and/or the RLJ Hotel
Portfolio
Intercreditor Agreement, which provide that the entire RLJ Hotel
Portfolio Loan
Group is to be serviced and administered in accordance with the
WCMSI 2006-C27
Pooling and Servicing Agreement.
The Mansfield Village Square Pooled Mortgage Loan is part of a
split
loan structure comprising the Mansfield Village Square Pooled
Mortgage Loan and
the Mansfield Village Square Non-Pooled Subordinate Loan. The
relative rights of
the holder of the Mansfield Village Square Pooled Mortgage Loan and
the holder
of the Mansfield Village Square Non-Pooled Subordinate Loan are set
forth in the
Mansfield Village Square Intercreditor Agreement, which provides
that the
Mansfield Village Square Loan Group is to be serviced and
administered in
accordance with this Agreement, by the Trustee, the Certificate
Administrator,
the applicable Master Servicer and the applicable Special Servicer.
The Sheldon Palms Apartments Pooled Mortgage Loan is part of a
split
loan structure comprising the Sheldon Palms Apartments Pooled
Mortgage Loan and
the Sheldon Palms Apartments Non-Pooled Subordinate Loan. The
relative rights of
the holder of the Sheldon Palms Apartments Pooled Mortgage Loan and
the holder
of the Sheldon Palms Apartments Non-Pooled Subordinate Loan are set
forth in the
Sheldon Palms Apartments Intercreditor Agreement, which provides
that the
Sheldon Palms Apartments Loan Group is to be serviced and
administered in
accordance with this Agreement, by the Trustee, the Certificate
Administrator,
the applicable Master Servicer and the applicable Special Servicer.
The Savannah Apartments Pooled Mortgage Loan is part of a split
loan
structure comprising the Savannah Apartments Pooled Mortgage Loan
and the
Savannah Apartments Non-Pooled Subordinate Loan. The relative
rights of the
holder of the Savannah Apartments Pooled Mortgage Loan and the
holder of the
Savannah Apartments Non-Pooled Subordinate Loan are set forth in
the Savannah
Apartments Intercreditor Agreement, which provides that the
Savannah Apartments
Loan Group is to be serviced and administered in accordance with
this Agreement,
by the Trustee, the Certificate Administrator, the applicable
Master Servicer
and the applicable Special Servicer.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, Special Servicer, the Certificate
Administrator,
the Tax Administrator and the Trustee hereby agree, in each case,
as follows:
-6-
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
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
Section 1.01, subject to modification in accordance with Section
1.04.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.
"Accrued Certificate Interest": The interest accrued from time to
time
with respect to any Class of REMIC III Certificates, the amount of
which
interest shall equal: (a) in the case of any Class of Principal
Balance
Certificates for any Interest Accrual Period, one-twelfth of the
product of (i)
the Pass-Through Rate applicable to such Class of REMIC III
Certificates for
such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of
such Class of REMIC III Certificates outstanding immediately prior
to the
related Distribution Date; and (b) in the case of either Class of
Interest Only
Certificates for any Interest Accrual Period, the aggregate amount
of Accrued
Component Interest for all of such Class' REMIC III Components for
such Interest
Accrual Period.
"Accrued Component Interest": The interest accrued from time to
time
with respect to any REMIC III Component of either Class of Interest
Only
Certificates, the amount of which interest shall equal, for any
Interest Accrual
Period, one-twelfth of the product of (i) either (A) in the case of
a REMIC III
Component of the Class X-1 Certificates, the Class X-1 Strip Rate
applicable to
such REMIC III Component for such Interest Accrual Period, or (B)
in the case of
a REMIC III Component of the Class X-2 Certificates, the Class X-2
Strip Rate
applicable to such REMIC III Component for such Interest Accrual
Period,
multiplied by (ii) the Component Notional Amount of such REMIC III
Component
outstanding immediately prior to the related Distribution Date.
"Actual/360 Basis": The accrual of interest calculated on the basis
of
the actual number of days elapsed during any calendar month (or
other applicable
recurring accrual period) in a year assumed to consist of 360 days.
"Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest
on
an Actual/360 Basis.
"Additional Collateral": Any non-real property collateral
(including
any Letter of Credit and Reserve Funds) pledged and/or delivered by
or on behalf
of the related Borrower and held by the related Mortgagee to secure
payment on
any Mortgage Loan.
"Additional Form 10-D Disclosure": As defined in Section 11.06.
"Additional Form 10-K Disclosure": As defined in Section 11.07.
"Additional Master Servicing Compensation": As defined in Section
3.11(b).
"Additional Servicer": Each Affiliate of either Master Servicer,
either Primary Servicer, any Pooled Mortgage Loan Seller, the
Depositor or any
of the Underwriters that Services any of the Pooled Mortgage Loans
and each
Person, other than the Special Servicer, who is not an Affiliate of
either
Master Servicer, either Primary Servicer, any Pooled Mortgage Loan
Seller, the
Depositor or any of the Underwriters, and who Services 10% or more
of the Pooled
Mortgage Loans (based on their Stated Principal Balance). For
clarification
purposes, the Certificate Administrator is an
-7-
Additional Servicer and the Trustee is not an Additional Servicer.
For further
clarification purposes, the Special Servicer is not an Additional
Servicer, it
being acknowledged that the Special Servicer constitutes a
Reporting Servicer
regardless of the number or percentage of Pooled Mortgage Loans
serviced on any
particular date.
"Additional Special Servicing Compensation": As defined in Section
3.11(d).
"Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise
included in the
calculation of a Realized Loss, that would result in the Holders of
the
Certificates (other than the Class R and Class V Certificates)
receiving less
than the full amount of principal and/or Distributable Certificate
Interest to
which they are entitled on any Distribution Date.
"Additional Yield Amount": As defined in Section 4.01(c).
"Administered REO Property": Any REO Property other than any REO
Property related to a Non-Trust-Serviced Pooled Mortgage Loan.
"Administrative Fee Rate": With respect to each Pooled Mortgage
Loan
(or any successor REO Pooled Mortgage Loan with respect thereto), a
rate per
annum equal to the sum of (i) the Servicer Report Administrator Fee
Rate; (ii)
the Trustee Fee Rate, (iii) the Certificate Administrator Fee Rate,
(iv) the
related Master Servicing Fee Rate and (v) if (and only if) such
Pooled Mortgage
Loan constitutes a Non-Trust-Serviced Pooled Mortgage Loan, the
rate per annum
equal to the rate per annum at which comparable administrative fees
payable
under the applicable Non-Trust Servicing Agreement accrue (which
rate, in the
case of the RLJ Hotel Portfolio Pooled Mortgage Loan is 0.01% per
annum on a
30/360 Basis and shall be adjusted (in accordance with the formula
appearing on
Exhibit S) to an equivalent rate calculated on an Actual/360 Basis
from month to
month for purposes of this definition).
"Advance": Any P&I Advance or Servicing Advance.
"Advance Interest": The interest accrued on any Advance (other than
any Unliquidated Advance) at the Reimbursement Rate, which is
payable to the
party hereto that made that Advance, all in accordance with Section
3.11(g) or
Section 4.03(d), as applicable.
"Adverse Grantor Trust Event": Either: (i) any impairment of the
status of any Grantor Trust Pool as a Grantor Trust; or (ii) the
imposition of a
tax upon any Grantor Trust Pool or any of its assets or
transactions.
"Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating
thereto, as of
any date of determination, the qualification, downgrade or
withdrawal of the
rating then assigned to such Class of Rated Certificates by such
Rating Agency
(or the placing of such Class of Rated Certificates on "negative
credit watch"
status in contemplation of any such action with respect thereto)
and, solely
with respect to matters affecting any Mortgage Loan Group that
includes one or
more Serviced Non-Pooled Pari Passu Companion Loans, with respect
to such
Mortgage Loan Group and any related class of Non-Pooled Pari Passu
Companion
Loan Securities and each Rating Agency that has assigned a rating
thereto, as of
any date of determination, the qualification, downgrade or
withdrawal of the
rating then assigned to such class of Non-Pooled Pari Passu
Companion Loan
Securities by such Rating Agency (or, in each case, the placing of
such class on
"negative credit watch" status in contemplation of any such action
with respect
thereto).
"Adverse REMIC Event": Either: (i) any impairment of the status of
any
REMIC Pool as a REMIC; or (ii) except as permitted by Section
3.17(a), the
imposition of a tax upon any REMIC Pool or any of its assets or
transactions
(including the tax on prohibited transactions as defined in Section
860F(a)(2)
of the Code, the tax on contributions under Section 860G(d) of the
Code and the
tax on income from foreclosure property under Section 860G(c) of
the Code).
"Affected Loan(s)": As defined in Section 2.03(b).
-8-
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing
Date.
"Anticipated Repayment Date": With respect to any ARD Mortgage
Loan,
the date specified in the related Mortgage Note, as of which
Post-ARD Additional
Interest shall begin to accrue on such Mortgage Loan, which date is
prior to the
Stated Maturity Date for such Mortgage Loan.
"Applicable State Law": For purposes of Article X, the Applicable
State Law shall be (1) the laws of the State of New York; (2) to
the extent
brought to the attention of the Tax Administrator (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 law), (a) the laws
of the states
in which the Corporate Trust Offices of the Certificate
Administrator and the
Trustee and the Primary Servicing Offices of the Master Servicers
and the
Special Servicers are located and (b) the laws of the states in
which any
Mortgage Loan Documents are held and/or any REO Properties are
located; and (3)
such other state or local law as to which the Tax Administrator has
actual
knowledge of applicability.
"Appraisal": With respect to any Mortgaged Property or REO Property
as
to which an appraisal is required to be performed pursuant to the
terms of this
Agreement, a narrative appraisal complying with USPAP (or, in the
case of a
Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a Stated
Principal
Balance as of the date of such appraisal of $2,000,000 or less, at
the
applicable Special Servicer's option, either a limited appraisal
and a summary
report or an internal valuation prepared by such Special Servicer)
that (i)
indicates the "market value" of the subject property (within the
meaning of 12
CFR Section 225.62(g)) and (ii) is conducted by a Qualified
Appraiser (except
that, in the case of a Pooled Mortgage Loan or an REO Pooled
Mortgage Loan with
a Stated Principal Balance as of the date of such appraisal of
$2,000,000 or
less, the appraiser may be an employee of the applicable Special
Servicer, which
employee need not be a Qualified Appraiser but shall have
experience in
commercial and/or multifamily properties, as the case may be, and
possess
sufficient knowledge to value such a property).
"Appraisal Reduction Amount": With respect to any Serviced Mortgage
Loan that is a Required Appraisal Loan, an amount (calculated
initially as of
the Determination Date immediately following the later of the date
on which the
subject Pooled Mortgage Loan became a Required Appraisal Loan and
the date on
which the applicable Appraisal was obtained) equal to the excess,
if any, of:
(a) the sum of, without duplication, (i) the Stated Principal
Balance of such Required Appraisal Loan, (ii) to the extent not
previously
advanced by or on behalf of the applicable Master Servicer or the
Trustee,
all unpaid interest on such Required Appraisal Loan through the
most recent
Due Date prior to the date of calculation (exclusive of any portion
thereof
that represents Post-ARD Additional Interest and/or Default
Interest),
(iii) all accrued and unpaid Special Servicing Fees in respect of
such
Required Appraisal Loan, (iv) all related unreimbursed Advances
(together
with Unliquidated Advances) made by or on behalf of (plus all
accrued and
unpaid interest on such Advances (other than Unliquidated
Advances))
payable to) the applicable Master Servicer, the applicable Special
Servicer
and/or the Trustee with respect to such Required Appraisal Loan,
(v) any
other outstanding Additional Trust Fund Expenses with respect to
such
Required Appraisal Loan, and (vi) all currently due and unpaid real
estate
taxes and assessments, insurance premiums and, if applicable,
ground rents,
and any unfunded improvement or other applicable reserves, in
respect of
the related Mortgaged Property or REO Property, as the case may be
(in each
case, net of any amounts escrowed with the applicable Master
Servicer or
the Special Servicer for such items); over
-9-
(b) an amount equal to the sum of: (a) the excess, if any, of (i)
90% of the Appraised Value of the related Mortgaged Property (or
REO
Property) as determined by the most recent Appraisal or any letter
update
of such Appraisal, over (ii) the amount of any obligations secured
by liens
on such Mortgaged Property (or REO Property) that are prior to the
lien of
the related Required Appraisal Loan; plus (b) the amount of any
Escrow
Payments and/or Reserve Funds held by the applicable Master
Servicer or the
applicable Special Servicer with respect to such Required Appraisal
Loan,
the related Mortgaged Property or any related REO Property that (i)
are not
being held in respect of any real estate taxes and assessments,
insurance
premiums or, if applicable, ground rents, (ii) are not otherwise
scheduled
to be applied or utilized (except to pay debt service on such
Required
Appraisal Loan) within the twelve-month period following the date
of
determination and (iii) may be applied towards the reduction of the
principal balance of such Required Appraisal Loan; plus (c) the
amount of
any Letter of Credit constituting additional security for such
Required
Appraisal Loan and that may be applied towards the reduction of the
principal balance of such Required Appraisal Loan.
Notwithstanding the foregoing, if (i) any Mortgage Loan becomes a
Required Appraisal Loan, (ii) either (A) no Appraisal or update
thereof has been
obtained or conducted, as applicable, in accordance with Section
3.19(a), with
respect to the related Mortgaged Property or REO Property, as the
case may be,
during the 12-month period prior to the date such Mortgage Loan
became a
Required Appraisal Loan or (B) there shall have occurred since the
date of the
most recent Appraisal or update thereof a material change in the
circumstances
surrounding the related Mortgaged Property or REO Property, as the
case may be,
that would, in the applicable Special Servicer's reasonable
judgment, materially
affect the value of the related Mortgaged Property or REO Property,
as the case
may be, and (iii) no new Appraisal is obtained or conducted, as
applicable, in
accordance with Section 3.19(a), within 60 days after such Mortgage
Loan became
a Required Appraisal Loan, then (x) until such new Appraisal is
obtained or
conducted, as applicable, in accordance with Section 3.19(a), the
Appraisal
Reduction Amount shall equal 25% of the Stated Principal Balance of
such
Required Appraisal Loan, and (y) upon receipt or performance, as
applicable, in
accordance with Section 3.19(a), of such Appraisal or update
thereof by the
applicable Special Servicer, the Appraisal Reduction Amount for
such Required
Appraisal Loan shall be recalculated in accordance with the
preceding sentence
of this definition.
In connection with the foregoing, each Cross-Collateralized
Mortgage
Loan that is part of a single Cross-Collateralized Group shall be
treated
separately (in each case as a single Mortgage Loan without regard
to the
cross-collateralization and cross-default provisions) for purposes
of
calculating an Appraisal Reduction Amount.
Notwithstanding the foregoing, as of any date of determination, all
of
the following provisions shall apply in connection with each
Serviced Mortgage
Loan Group: (i) if such Mortgage Loan Group then includes one or
more Serviced
Non-Pooled Subordinate Loans, then, for purposes of the definition
of "PCFII
Change of Control Event", an Appraisal Reduction Amount shall be
calculated with
respect to the entirety of the applicable Mortgage Loan Group as if
it were a
single "Serviced Pooled Mortgage Loan" and allocated first to the
related
Non-Pooled Subordinate Loan up to the full principal balance
thereof; (ii) if
such Mortgage Loan Group then includes one or more Serviced
Non-Pooled Pari
Passu Companion Loans (whether or not such Mortgage Loan Group also
then
includes one or more Non-Pooled Subordinate Loans), then, for
purposes of the
proviso to Section 4.03(b) and any other applicable purpose
relating to the
Pooled Mortgage Loans and the Non-Pooled Pari Passu Companion
Loans, an
Appraisal Reduction Amount shall be calculated with respect to the
entire
indebtedness evidenced by the Pooled Mortgage Loan included in such
Mortgage
Loan Group and such Non-Pooled Pari Passu Companion Loans (but not
any related
Serviced Non-Pooled Subordinate Loan included in such Mortgage Loan
Group) as if
they were a single "Serviced Pooled Mortgage Loan" and allocated to
such Pooled
Mortgage Loan and Non-Pooled Pari Passu Companion Loans up to the
aggregate of,
and on a pro rata basis in accordance with, the respective
outstanding principal
balances of such Mortgage Loans; and (iii) for all purposes (if
any) other than
as set forth in the immediately preceding clauses (i) and (ii), an
Appraisal
Reduction Amount shall be calculated solely with respect to the
Pooled Mortgage
Loan included in such Mortgage Loan Group.
An Appraisal Reduction Amount with respect to any Pooled Mortgage
Loan
will be reduced to zero as of the date on which all Servicing
Transfer Events
have ceased to exist with respect to such Mortgage Loan and at
least 90 days
have passed following the occurrence of the most recent Appraisal
Trigger Event.
No Appraisal Reduction Amount
-10-
will exist as to any Pooled Mortgage Loan after it has been paid in
full or it
(or the REO Property) has been liquidated or otherwise disposed of.
Notwithstanding the foregoing, with respect to each
Non-Trust-Serviced
Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the
"appraisal
reduction amount" calculated by the applicable Non-Trust Master
Servicer
pursuant to the applicable Non-Trust Servicing Agreement and the
parties hereto
shall be entitled to rely on such calculations as reported to them
by the
applicable Non-Trust Master Servicer.
"Appraisal Trigger Event": As defined in Section 3.19(a).
"Appraised Value": With respect to each Mortgaged Property or REO
Property, the appraised value thereof based upon the most recent
Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement.
"ARD Mortgage Loan": A Mortgage Loan that provides for the accrual
of
Post-ARD Additional Interest thereon if such Mortgage Loan is not
paid in full
on or prior to its Anticipated Repayment Date.
"Asset Status Report": As defined in Section 3.24(a).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or
instrument
executed by the related Borrower in connection with the origination
of the
related Mortgage Loan(s), as such assignment may be amended,
modified, renewed
or extended through the date hereof and from time to time
hereafter.
"Assumed Monthly Payment": With respect to (a) any Pooled Mortgage
Loan that is a Balloon Mortgage Loan delinquent in respect of its
Balloon
Payment beyond the Determination Date immediately following its
scheduled
maturity date (as such date may be extended in connection with a
bankruptcy,
insolvency or similar proceeding involving the related Borrower or
by reason of
a modification, waiver or amendment granted or agreed to by the
applicable
Master Servicer or the applicable Special Servicer), for that
scheduled maturity
date and for each subsequent Due Date as of which such Pooled
Mortgage Loan
remains outstanding and part of the Trust Fund, the scheduled
monthly payment of
principal and/or interest deemed to be due with respect to such
Pooled Mortgage
Loan on such Due Date equal to the amount (exclusive of Default
Interest) that
would have been due in respect thereof on such Due Date if such
Pooled Mortgage
Loan had been required to continue to accrue interest in accordance
with its
terms, and to pay principal in accordance with the amortization
schedule (if
any), in effect immediately prior to, and without regard to the
occurrence of,
such maturity date; and (b) any REO Pooled Mortgage Loan, for any
Due Date as of
which the related REO Property (or, in the case of any REO Pooled
Mortgage Loan
that is a successor to any Pooled Mortgage Loan in a Mortgage Loan
Group, any
interest in the related REO Property) remains part of the Trust
Fund, the
scheduled monthly payment of principal and/or interest deemed to be
due in
respect thereof on such Due Date equal to the Monthly Payment (or,
in the case
of a Balloon Mortgage Loan described in clause (b) of this
definition, the
Assumed Monthly Payment) that was due (or deemed due) with respect
to the
related Pooled Mortgage Loan on the last Due Date prior to its
becoming an REO
Pooled Mortgage Loan.
"ASTM": The American Society for Testing and Materials.
"Authenticating Agent": Any authenticating agent appointed pursuant
to
Section 5.07 (or, in the absence of any such appointment, the
Certificate
Administrator).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) all amounts on deposit
in the
Distribution Account as of 11:00 a.m., New York City time, on such
Distribution
Date, (ii) to the extent not included in the amount described in
clause (a)(i)
of this definition, any P&I Advances and/or Compensating
Interest Payments that
were made hereunder in respect of such Distribution Date, (iii) to
the extent
not included in the amount described in clause (a)(i) of this
definition, the
aggregate amount transferred (pursuant to Section 3.05(d)) from the
Excess
Liquidation Proceeds Account to the Distribution Account in respect
of such
Distribution Date,
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and (iv) to the extent not included in the amount described in
clause (a)(i) of
this definition, if such Distribution Date occurs during the month
of March of
2007 or any year thereafter (or if the Final Distribution Date
occurs during the
month of January (except in a leap year) or February of any year,
during such
January or February), the aggregate of the Interest Reserve Amounts
with respect
to the Interest Reserve Loans transferred from the Interest Reserve
Account to
the Distribution Account during such month of March (or if the
Final
Distribution Date occurs during the month of January (except in a
leap year) or
February of any year, during such January or February) for
distribution on such
Distribution Date, net of (b) any portion of the amounts described
in clause (a)
of this definition that represents one or more of the following:
(i) collected
Monthly Payments that are due on a Due Date following the end of
the related
Collection Period (other than, in the case of any Pooled Mortgage
Loan for which
the Due Date is on a day other than the first day of each month and
such day in
the current month happens to be later than the end of such related
Collection
Period, in which case such collected Monthly Payment shall not be
withheld until
the following month as otherwise contemplated by this clause
(b)(i)), (ii) any
payments of principal (including Principal Prepayments) and
interest, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds Received
by the Trust
after the end of the related Collection Period, (iii) any
Prepayment Premiums,
Yield Maintenance Charges and/or Post-ARD Additional Interest, (iv)
any amounts
payable or reimbursable to any Person from the Distribution Account
pursuant to
clauses (iii) through (viii) of Section 3.05(b), (v) if such
Distribution Date
occurs during the month of February of 2007 or any year thereafter
or during the
month of January of 2007 or any year thereafter that is not a leap
year, the
aggregate of the Interest Reserve Amounts with respect to the
Interest Reserve
Loans to be withdrawn (pursuant to Section 3.04(c) and Section
3.05(b)(ii)) from
the Distribution Account and deposited into the Interest Reserve
Account during
such month of February or such month of January, as the case may
be, and held
for future distribution, and (vi) any amounts deposited in the
Distribution
Account in error; provided that the Available Distribution Amount
for the Final
Distribution Date shall be calculated without regard to clauses
(b)(i), (b)(ii)
and (b)(v) of this definition.
For purposes of determining the portion of the Available
Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 in
connection with
any Distribution Date, if the portion of the Principal Distribution
Amount
otherwise attributable to such Loan Group is increased (or
decreased) on account
of one or more Pooled Mortgage Loans that are not included in such
Loan Group
pursuant to the definition of "Principal Distribution Amount", then
the portion
of the Available Distribution Amount that is otherwise attributable
to such Loan
Group in connection with such Distribution Date shall be likewise
increased (or
decreased) by the same amount and the portion of the Available
Distribution
Amount that is otherwise attributable to the Loan Group that
includes such
Pooled Mortgage Loan shall be decreased (or increased) by the same
amount.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms
or by virtue of any modification entered into as of the Closing
Date (or, in the
case of a Replacement Pooled Mortgage Loan, as of the related date
of
substitution) provides for an amortization schedule extending
beyond its Stated
Maturity Date and as to which, in accordance with such terms, the
Monthly
Payment due on its Stated Maturity Date is at least 5% of the
original principal
balance of such Mortgage Loan.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any
date of determination, the Monthly Payment payable on the Stated
Maturity Date
of such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Base Interest Fraction": As defined in Section 4.01(c).
"Base Prospectus": That certain prospectus dated September 13, 2006
relating to trust funds established by the Depositor and publicly
offered
mortgage pass-through certificates evidencing interests therein.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depositary or its nominee.
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"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Borrower": The obligor or obligors on a Mortgage Note.
"Breach": As defined in Section 2.03(a).
"BSCMI": Bear Stearns Commercial Mortgage, Inc., or its successor
in
interest.
"BSCMI Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
either
an Original BSCMI Pooled Mortgage Loan or a Replacement Pooled
Mortgage Loan
that was delivered under the BSCMI Pooled Mortgage Loan Purchase
Agreement in
substitution for an Original BSCMI Pooled Mortgage Loan.
"BSCMI Pooled Mortgage Loan Purchase Agreement": That certain
Mortgage
Loan Purchase and Sale Agreement dated as of September 13, 2006,
between BSCMI
as seller and the Depositor as purchaser.
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in California, Florida, New York or
Illinois or any
of the jurisdictions in which the respective Primary Servicing
Offices of the
Master Servicers, the Primary Servicers and the Special Servicers
and the
Corporate Trust Offices of the Certificate Administrator and the
Trustee are
located, are authorized or obligated by law or executive order to
remain closed.
"Category 1 Request": In connection with the PCF Pooled Mortgage
Loans
and PCFII Pooled Mortgage Loans, a "Category 1 Request" and a
"Deemed Category 1
Request" as such terms are defined in the PGI Primary Servicing
Agreement.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's 2006-PWR13 Commercial
Mortgage Pass-Through Certificates, as executed by the Certificate
Administrator
and authenticated and delivered hereunder by the Certificate
Registrar.
"Certificate Administrator": WFB, in its capacity as certificate
administrator hereunder, or any successor certificate administrator
appointed as
herein provided.
"Certificate Administrator Fee": With respect to each Pooled
Mortgage
Loan and REO Pooled Mortgage Loan, the fee designated as such and
payable to the
Certificate Administrator pursuant to Section 8.05(a). The
Certificate
Administrator Fee includes the Tax Administrator Fee.
"Certificate Administrator Fee Rate": Thirty-nine
hundred-thousandths
of one percent (0.00039%) per annum.
"Certificate Administrator Report": As defined in Section 4.02(a).
"Certificate Factor": With respect to any Class of Interest Only
Certificates or Principal Balance Certificates, as of any date of
determination,
a fraction, expressed as a decimal carried to eight places, the
numerator of
which is the related Class Principal Balance or Class Notional
Amount, as the
case may be, then outstanding, and the denominator of which is the
related Class
Principal Balance or Class Notional Amount, as the case may be,
outstanding as
of the Closing Date.
"Certificate Group 1 Principal Distribution Amount": As defined in
Section 4.01(a).
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"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided,
however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax
Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class
R
Certificate for any purpose hereof; and (ii) solely for purposes of
giving any
consent, approval, direction or waiver pursuant to this Agreement
that
specifically relates to the rights, duties and/or obligations
hereunder of any
of the Depositor, a Master Servicer, a Special Servicer, the Tax
Administrator,
the Certificate Administrator or the Trustee in its respective
capacity as such
(other than any consent, approval or waiver contemplated by
Sections 3.24 and/or
3.27), any Certificate registered in the name of such party or in
the name of
any Affiliate thereof shall be deemed not to be outstanding, and
the Voting
Rights to which it is entitled shall not be taken into account in
determining
whether the requisite percentage of Voting Rights necessary to
effect any such
consent, approval or waiver that specifically relates to such party
has been
obtained. The Certificate Registrar shall be entitled to request
and
conclusively rely upon a certificate of the Depositor, a Master
Servicer or the
Special Servicer in determining whether a Certificate is registered
in the name
of an Affiliate of such Person. All references herein to
"Certificateholders" or
"Holders" shall reflect the rights of Certificate Owners only
insofar as they
may indirectly exercise such rights through the Depository and the
Depository
Participants (except as otherwise specified herein), it being
herein
acknowledged and agreed that the parties hereto shall be required
to recognize
as a "Certificateholder" or "Holder" only the Person in whose name
a Certificate
is registered in the Certificate Register.
"Certificate Notional Amount": With respect to any Interest Only
Certificate, as of any date of determination, the then notional
principal amount
on which such Certificate accrues interest, equal to the product of
(a) the then
Certificate Factor for the Class of Interest Only Certificates to
which such
Certificate belongs, multiplied by (b) the amount specified on the
face of such
Certificate as the initial Certificate Notional Amount thereof.
"Certificate Owner": With respect to any Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Principal
Balance
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the then
Certificate
Factor for the Class of Principal Balance Certificates to which
such Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Principal Balance thereof.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certification Indemnitee": As defined in Section 11.14.
"Certification Parties": As defined in Section 11.08.
"Certifying Person": As defined in Section 11.08.
"Certifying Servicer": As defined in Section 11.11.
"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same
payment terms.
"Class A Principal Distribution Cross-Over Date": The first
Distribution Date as of the commencement of business on which (i)
two or more
Classes of the Class A Senior REMIC III Certificates remain
outstanding and (ii)
the aggregate of the Class Principal Balances of the 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 and Class P Certificates have
previously been
reduced to zero as a result of the allocation of Realized Losses
and Additional
Trust Fund Expenses pursuant to Section 4.04(a).
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"Class A Senior REMIC III Certificates": The Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates.
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-AB Certificate": Any one of the Certificates with a "Class
A-AB" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance" For any Distribution Date,
the
principal balance set forth opposite such Distribution Date on
Schedule VI
attached hereto.
"Class A-J Certificate": Any one of the Certificates with a "Class
A-J" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-M Certificate": Any one of the Certificates with a "Class
A-M" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
-15-
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class H Certificate": Any of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class K Certificate": Any of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class L Certificate": Any of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class M Certificate": Any of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class N Certificate": Any of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount": The aggregate hypothetical or notional
amount
on which any Class of Interest Only Certificates accrues or is
deemed to accrue
interest from time to time, as calculated in accordance with
Section 2.16(e).
"Class O Certificate": Any of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class P Certificate": Any of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of any
Class of Principal Balance Certificates outstanding as of any date
of
determination. As of the Closing Date, the Class Principal Balance
of each Class
of Principal Balance Certificates shall equal the initial Class
Principal
Balance thereof. On each Distribution Date, the Class Principal
Balance of each
Class of Principal Balance Certificates shall be (i) reduced by the
amount of
any distributions of
-16-
principal made thereon on such Distribution Date pursuant to
Section 4.01, and
(ii) further reduced by the amount of any Realized Losses and
Additional Trust
Fund Expenses deemed allocated thereto on such Distribution Date
pursuant to
Section 4.04(a); provided, however, that if the Principal
Distribution Amount
for such Distribution Date includes any amount described in clause
(I)(C) of the
definition of "Principal Distribution Amount" (in respect of
recoveries during
the Collection Period related to such Distribution Date of amounts
determined to
constitute Nonrecoverable Advances during a Collection Period
related to a prior
Distribution Date), then the Class Principal Balances of the
respective Classes
of Principal Balance Certificates shall hereby be increased (in the
aggregate)
immediately prior to such Distribution Date by the lesser of the
amount of
Realized Losses previously allocated thereto and such amount
described in such
clause (I)(C) (and, as among the respective Classes of Principal
Balance
Certificates, such increase shall be allocated, first, to the Class
A Senior
Certificates, pro rata according to the amounts of Realized Losses
previously
allocated to the respective Classes of Class A Senior REMIC III
Certificates,
second, to the Class A-M Certificates, third to the Class A-J
Certificates and,
then to the other Classes of Principal Balance Certificates in
sequential order
according to alphabetical Class designation, in each case to the
extent of the
lesser of the Realized Losses previously allocated thereto and the
remaining
unallocated portion of the increase).
"Class R Certificate": Any of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing ownership of Grantor Trust R.
"Class V Certificate": Any of the Certificates with a "Class V"
designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing ownership of Grantor Trust V.
"Class X-1 Certificate": Any of the Certificates with a "Class X-1"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class X-1 Strip Rate": As defined in Section 2.16(f).
"Class X-2 Certificate": Any of the Certificates with a "Class X-2"
designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class X-2 Strip Rate": As defined in Section 2.16(f).
"Class X-2 Termination Date": With respect to each REMIC III
Component
of the Class X-2 Certificates, the Distribution Date that occurs in
the month
set forth opposite such REMIC III Component in the Preliminary
Statement under
the column entitled "Class X-2 Termination Date for REMIC III
Component of Class
X-2 Certificates" in the table entitled "REMIC III--Corresponding
REMIC II
Regular Interests".
"Clearstream": Clearstream Banking, societe anonyme or any
successor.
"Closing Date": September 27, 2006.
"Closing Date Deposit Amount": With respect to each Closing Date
Deposit Mortgage Loan, a cash amount to be deposited by the related
Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase
Agreement, as set forth on Schedule VII, which cash amount
represents, as to
each such Pooled Mortgage Loan, the aggregate amount of interest
that would have
accrued on the related Cut-off Date Principal Balance of such
Closing Date
Deposit Mortgage during the entire month of September 2006 at the
related
Mortgage Rate as if such Mortgage Loan accrued interest for such
month.
"Closing Date Deposit Mortgage Loan": Any Mortgage Loan set forth
on
Schedule VII, for which Mortgage Loan a Monthly Payment is not due
in October
2006.
-17-
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither
such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage
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 reasonably
acceptable to each Master Servicer, each Primary Servicer, the
Certificate
Administrator, the Trustee, each Special Servicer and the
Controlling Class
Representative.
"CMSA Advance Recoverability Report": The monthly 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
recommended by the CMSA for commercial mortgage-backed securities
transactions
generally and is reasonably acceptable to each Master Servicer,
each Special
Servicer, the Certificate Administrator and the Trustee. The
preparation of each
CMSA Advance Recoverability Report shall constitute a
responsibility of the
applicable Master Servicer and shall not constitute a
responsibility of any
other party. Each CMSA Loan Periodic Update File prepared by a
Master Servicer
shall be accompanied by a CMSA Advance Recoverability Report.
Notwithstanding
anything in this Agreement to the contrary, the applicable Master
Servicer shall
not be required to deliver a CMSA Advance Recoverability Report
(and the
relevant CMSA Loan Periodic Update File need not be accompanied by
any such
report) with respect to any Collection Period prior to the date
when a
Workout-Delayed Reimbursement Amount or a Nonrecoverable Advance
exists with
respect to any Pooled Mortgage Loan for which such Master Servicer
is the
applicable Master Servicer.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Certificate Administrator and the Trustee.
"CMSA Collateral Summary File": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Collateral Summary File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Certificate Administrator and the Trustee.
"CMSA Comparative Financial Status Report": A report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Comparative Financial Status Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information as
may from time to time be recommended by the CMSA for commercial
mortgage-backed
securities transactions generally and is reasonably acceptable to
each Master
Servicer and each Special Servicer. Each CMSA Comparative Financial
Status
Report shall be based on (1) the most recent rent roll and (2) to
the extent
provided to the applicable Master Servicer or the applicable
Special Servicer,
(i) in connection with a CMSA Comparative Financial Status Report
relating to
quarterly financial information, trailing 12 months of financial
information
(normalized; provided, however, that, until such time as CMSA shall
adopt a
standard that requires the use of normalized quarterly operating
statements and
rent rolls, the applicable Master Servicer shall be permitted to
use the
non-normalized quarterly operating statements and rent rolls), if
trailing 12
months of financial information was provided to the applicable
Master Servicer
or the applicable Special Servicer (as the case may be), or
financial
information based on 9 months of operating statements or
year-to-date financial
information, if trailing 12 months of financial information was not
provided to
the applicable Master Servicer or the applicable Special
-18-
Servicer (as the case may be) and 9 months of operating statements
or
year-to-date financial information was provided to the applicable
Master
Servicer or the applicable Special Servicer (as the case may be) or
(ii) in
connection with a CMSA Comparative Financial Status Report relating
to annual
financial information, annual operating statements (if provided to
the
applicable Master Servicer or the applicable Special Servicer (as
the case may
be)), normalized. To the extent the information described above has
been
provided to the applicable Master Servicer or the applicable
Special Servicer,
each CMSA Comparative Financial Status Report shall present (among
other things
called for by the form of CMSA Comparative Financial Status Report)
the
occupancy rate, debt service coverage ratio, net operating income
and net cash
flow for each Mortgage Loan or Mortgaged Property covered thereby.
"CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer and each Special
Servicer.
"CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer.
"CMSA 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
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer and each Special
Servicer.
"CMSA Historical Loan Modification Report": A report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Historical Loan Modification Report" available as of the
Closing Date on
the CMSA Website, or such other form for the presentation of such
information
and containing such additional information as may from time to time
be
recommended by the CMSA for commercial mortgage-backed securities
transactions
generally and is reasonably acceptable to each Master Servicer and
each Special
Servicer.
"CMSA Investor Reporting Package": Collectively:
(a) the following electronic files: (i) CMSA Loan Setup File,
(ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv)
CMSA
Bond Level File, (v) CMSA Financial File and (vi) CMSA Collateral
Summary
File; and
(b) the following supplemental reports: (i) CMSA Delinquent Loan
Status Report, (ii) CMSA Historical Loan Modification Report, (iii)
CMSA
Historical Liquidation Report, (iv) CMSA REO Status Report, (v)
CMSA
Operating Statement Analysis Report, (vi) CMSA Comparative
Financial Status
Report, (vii) CMSA Servicer Watch List, (viii) CMSA NOI Adjustment
Worksheet, (ix) CMSA Loan Level Reserve Report, (x) CMSA
Reconciliation of
Funds Report and (xi) CMSA Special Servicer Loan File.
Notwithstanding anything in this Agreement to the contrary, in the
event any of the electronic files listed in clause (a) of this
definition or any
of the supplemental reports listed in clause (b) of this definition
are amended
or changed in any material respect by the CMSA and placed on the
CMSA Website or
otherwise recommended by the CMSA for commercial mortgage-backed
securities
transactions generally, so long as such electronic files and such
supplemental
reports are reasonably acceptable (as applicable) to each Master
Servicer and
each Special Servicer, then same shall be used with respect to the
Collection
Period that commences at any time following the date that is not
later than
three (3) months following adoption of the form thereof by the
CMSA.
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"CMSA Loan Level Reserve Report": A report substantially in the
form
of, and containing the information called for in, the "Loan Level
Reserve
Report" as adopted by the CMSA and made available at the CMSA
Website.
"CMSA Loan Periodic Update File": The monthly report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Loan Periodic Update File" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer, each Special
Servicer, the
Certificate Administrator and the Trustee.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally and is reasonably
acceptable
to each Master Servicer, each Special Servicer, the Certificate
Administrator
and the Trustee. The CMSA Loan Setup File shall indicate (based
solely on the
Pooled Mortgage Loan Schedule) whether each related Pooled Mortgage
Loan
presented therein is contained in Loan Group 1 or Loan Group 2.
"CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer and each Special Servicer and in
any event,
shall present the computations made in accordance with the
methodology described
in such form to "normalize" the full year net operating income and
debt service
coverage numbers used in the other reports required by this
Agreement.
"CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally and is reasonably
acceptable
to each Master Servicer and each Special Servicer.
"CMSA Operating Statement Analysis Report": A report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Operating Statement Analysis Report" available as of the
Closing Date on
the CMSA Website or in such other form for the presentation of such
information
and containing such additional information as may from time to time
be
recommended by the CMSA for commercial mortgage-backed securities
transactions
generally and is reasonably acceptable to each Master Servicer.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Reconciliation of Funds Report" available as of the Closing
Date on the
CMSA Website or in such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to the Certificate Administrator.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available as of the Closing Date on the CMSA
Website, or in such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Special Servicer.
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"CMSA Servicer Watch List": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Servicer
Watch List" available as of the Closing Date on the CMSA Website,
or in such
other form for the presentation of such information and containing
such
additional information as may from time to time be adopted by the
CMSA for
commercial mortgage-backed securities transactions and is
reasonably acceptable
to each Master Servicer.
"CMSA Special Servicer Loan File": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Special Servicer Loan File" 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
adopted by
the CMSA for commercial mortgage-backed securities transactions and
is
reasonably acceptable to each Special Servicer.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended, and
regulations
promulgated thereunder, including proposed regulations to the
extent that, by
reason of their proposed effective date, could, as of the date of
any
determination or opinion as to the tax consequences of any action
or proposed
action or transaction, be applied to the Trust or the Certificates.
"Collection Account": The segregated account or accounts created
and
maintained by each Master Servicer, pursuant to Section 3.04(a), in
trust for
the Certificateholders, which shall be entitled "[name of subject
Master
Servicer], as a Master Servicer, on behalf of LaSalle Bank National
Association
[or name of any successor Trustee], as Trustee, in trust for the
registered
holders of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage
Pass-Through Certificates, 2006-PWR13, Collection Account".
"Collection Period": With respect to any Distribution Date, the
period
commencing on the day immediately following the Determination Date
in the
calendar month preceding the month in which such Distribution Date
occurs (or,
in the case of the initial Distribution Date, commencing as of the
Cut-off Date)
and ending on and including the Determination Date in the calendar
month in
which such Distribution Date occurs.
"Commission": The Securities and Exchange Commission or any
successor
thereto.
"Companion Note Custodial Account": As defined in Section 3.04(e).
"Compensating Interest Payment": With respect to any Distribution
Date, any payment made by a Master Servicer or the Certificate
Administrator
from its own funds pursuant to Section 3.19(c) to cover Prepayment
Interest
Shortfalls incurred during the related Collection Period.
"Component Notional Amount": The notional amount on which any REMIC
III Component of either Class of Interest Only Certificates accrues
interest,
which, as of any date of determination, is equal to the then
current
Uncertificated Principal Balance of such REMIC III Component's
Corresponding
REMIC II Regular Interest.
"Condemnation Proceeds": All cash amounts actually Received by the
Trust or on behalf of the Trustee, a Master Servicer or a Special
Servicer
(including with respect to a Non-Trust-Serviced Pooled Mortgage
Loan or any
related REO Property, any such proceeds remitted to the applicable
Master
Servicer by the applicable Non-Trust Master Servicer or the
applicable Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group
Intercreditor
Agreement and/or the applicable Non-Trust Servicing Agreement) in
connection
with the taking of all or a part of a Mortgaged Property or REO
Property by
exercise of the power of eminent domain or condemnation, exclusive
of any
portion thereof applied to the restoration of the related Mortgaged
Property or
REO Property (or placed in a reserve account for that purpose) or
required to be
released to the related Borrower or any other third-party in
accordance with
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applicable law and/or the terms and conditions of the related
Mortgage Loan
Documents or any other applicable document.
"Controlling Class": As of any date of determination, the
outstanding
Class of Principal Balance Certificates that (a) is the most
subordinate (based
on the payment priorities set forth in Section 4.01(a)) outstanding
Class of
Principal Balance Certificates and (b) has a Class Principal
Balance which is
not less than 25% of the initial Class Principal Balance of such
Class; provided
that if no Class of Principal Balance Certificates has as of such
date of
determination a Class Principal Balance not less than 25% of its
initial Class
Principal Balance, then the Controlling Class shall be the then
most subordinate
(based on the payment priorities set forth in Section 4.01(a))
outstanding Class
of Principal Balance Certificates that has a Class Principal
Balance greater
than zero; and provided, further, that, for purposes of this
definition, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class
A-1A
Certificates shall be deemed to constitute a single Class of
Certificates.
"Controlling Class Certificateholder": Any Holder of Certificates
of
the Controlling Class.
"Controlling Class Representative": As defined in Section 3.23(a).
The
initial Controlling Class Representative shall be [Crystal River
Capital, Inc.]
"Corporate Trust Office: The corporate trust office of the
Certificate
Administrator or the asset-backed securities trust services office
of the
Trustee, as the case may be, at which at any particular time its
duties, with
respect to this Agreement shall be administered, which office is as
of the
Closing Date located: (i) in the case of the Certificate
Administrator, for
Certificate transfer purposes, at Wells Fargo Center, Sixth Street
and Marquette
Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust
Services-Bear
Stearns Commercial Mortgage Securities Inc., 2006-PWR13, and for
all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention:
Corporate Trust Services, Bear Stearns Commercial Mortgage
Securities Inc.,
2006-PWR13; and (ii) in the case of the Trustee, at 135 South
LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization and
Trust
Services Group-Bear Stearns Commercial Mortgage Securities Inc.,
2006-PWR13.
"Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been
a
Specially Serviced Mortgage Loan but has ceased to be such in
accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by
reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the
related
Mortgaged Property becoming an REO Property).
"Corrected Pooled Mortgage Loan": Any Serviced Pooled Mortgage Loan
that is a Corrected Mortgage Loan. Notwithstanding anything to the
contrary
contained herein, in no event shall a Non-Trust-Serviced Pooled
Mortgage Loan
constitute a Corrected Pooled Mortgage Loan under this Agreement.
"Corresponding Class of Principal Balance Certificates": With
respect
to any REMIC III Component of any Class of Interest Only
Certificates, the Class
of Principal Balance Certificates opposite which such REMIC III
Component is set
forth in the Preliminary Statement in the table entitled "REMIC
III--Corresponding REMIC II Regular Interests".
"Corresponding REMIC II Regular Interest(s)": (a) With respect to
any
Class of Principal Balance Certificates, the REMIC II Regular
Interests opposite
which such Class of Principal Balance Certificates is set forth in
the
Preliminary Statement in the table entitled "REMIC III -
Corresponding REMIC II
Regular Interests; (b) with respect to any REMIC III Component of
the Class X-1
Certificates, the REMIC II Regular Interest opposite which such
REMIC III
Component is set forth in the Preliminary Statement in the table
entitled "REMIC
III--Corresponding REMIC II Regular Interests"; and (c) with
respect to any
REMIC III Component of the Class X-2 Certificates, the REMIC II
Regular Interest
opposite which such REMIC III Component is set forth in the
Preliminary
Statement in the table entitled "REMIC III--Corresponding REMIC II
Regular
Interests".
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"Cross-Collateralized Group": Any group of Mortgage Loans that are
cross-defaulted and cross-collateralized with each other.
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan, that is,
by
its terms, cross-defaulted and cross-collateralized with any other
Mortgage
Loan; provided that the Mortgage Loans that are part of any
Serviced Mortgage
Loan Group shall not constitute Cross-Collateralized Mortgage
Loans.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, the Pooled Mortgage Loan Sellers
or an
Affiliate of any of them.
"Cut-off Date": With respect to each Mortgage Loan, the Due Date
for
the Monthly Payment due on such Mortgage Loan in September 2006
(or, in the case
of any Mortgage Loan that has its first Due Date after September
2006, the later
of the date of origination or the date that would have been its Due
Date in
September 2006 under the terms of such Mortgage Loan if a Monthly
Payment were
scheduled to be due in such month).
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan,
the outstanding principal balance of such Mortgage Loan as of its
Cut-off Date,
after application of all payments of principal due on or before
such date,
whether or not received.
"Default Charges": Default Interest and/or late payment charges
that
are paid or payable, as the context may require, in respect of any
Mortgage Loan
or REO Mortgage Loan.
"Default Interest": With respect to any Mortgage Loan (or successor
REO Mortgage Loan), any amounts collected thereon, other than late
payment
charges, Prepayment Premiums or Yield Maintenance Charges, that
represent
interest (exclusive, if applicable, of Post-ARD Additional
Interest) in excess
of interest accrued on the principal balance of such Mortgage Loan
(or REO
Mortgage Loan) at the related Mortgage Rate, such excess interest
arising out of
a default under such Mortgage Loan.
"Defaulting Party": As defined in Section 7.01(b).
"Defective Pooled Mortgage Loan": Any Pooled Mortgage Loan as to
which
there exists a Material Breach or a Material Document Defect that
has not been
cured in all material respects.
"Definitive Certificate": As defined in Section 5.03(a).
"Deleted Pooled Mortgage Loan": A Defective Pooled Mortgage Loan
that
is purchased or repurchased, as the case may be, from the Trust or
replaced with
one or more Replacement Pooled Mortgage Loans, in either case as
contemplated by
Section 2.03.
"Depositor": Bear Stearns Commercial Mortgage Securities Inc., or
its
successor in interest.
"Depository": The Depository Trust Company or any successor
Depository
hereafter named as contemplated by Section 5.03(c). The nominee of
the initial
Depository for purposes of registering those Certificates that are
to be
Book-Entry Certificates, is Cede & Co. The Depository shall at
all times be a
"clearing corporation" as defined in Section 8-102(3) of the
Uniform Commercial
Code of the State of New York and a "clearing agency" registered
pursuant to the
provisions of Section 17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Designated MERS Mortgage": As defined in clause (iii) of the
definition of "Mortgage File".
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"Designated Sub-Servicer": Any Sub-Servicer set forth on Schedule
III
hereto and any successor to such Sub-Servicer under the related
Designated
Sub-Servicer Agreement.
"Designated Sub-Servicer Agreement": Any Sub-Servicing Agreement
between a Designated Sub-Servicer and a Master Servicer.
"Determination Date": With respect to any Distribution Date, the
fifth
(5th) Business Day preceding such Distribution Date.
"Directly Operate": With respect to any Administered REO Property,
the
furnishing or rendering of services to the tenants thereof, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale or lease, the performance of any construction work thereon or
any use of
such REO Property in a trade or business conducted by the Trust
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
applicable Special Servicer on behalf of the Trustee) shall not be
considered to
Directly Operate an Administered REO Property solely because the
Trustee (or the
applicable Special Servicer on behalf of the Trustee) establishes
rental terms,
chooses tenants, enters into or renews leases, deals with taxes and
insurance,
or makes decisions as to repairs or capital expenditures with
respect to such
REO Property.
"Discount Rate": As defined in Section 4.01(c).
"Disqualified Non-United States Tax Person": With respect to any
Class
R Certificate, any Non-United States Tax Person or agent thereof
other than: (1)
a Non-United States Tax Person that (a) holds such Class R
Certificate and, for
purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject
to tax under
Section 882 of the Code, (b) certifies that it understands that,
for purposes of
Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of
such Class R
Certificate for United States federal income tax purposes, it may
incur tax
liabilities in excess of any cash flows generated by such Class R
Certificate
and intends to pay taxes associated with holding such Class R
Certificate, and
(c) has furnished the Transferor, the Trustee, the Certificate
Administrator and
the Tax Administrator with an effective IRS Form W-8ECI or
successor form and
has agreed to update such form as required under the applicable
Treasury
regulations; or (2) a Non-United States Tax Person that has
delivered to the
Transferor, the Trustee, the Certificate Administrator and the Tax
Administrator
an opinion of nationally recognized tax counsel to the effect that
(x) the
Transfer of such Class R Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Class R Certificate will not be disregarded for
United States
federal income tax purposes.
"Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political
subdivision thereof,
or any agency or instrumentality of any of the foregoing (other
than an
instrumentality which is a corporation if all of its activities are
subject to
tax and, except for Freddie Mac, a majority of its board of
directors is not
selected by any such governmental unit), (ii) a foreign government,
international organization, or any agency or instrumentality of
either of the
foregoing, (iii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code (unless such organization is subject to the
tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv)
rural
electric and telephone cooperatives described in Section 1381 of
the Code or (v)
any other Person so designated by the Tax Administrator, based upon
an Opinion
of Counsel delivered to the Tax Administrator (but not at the Tax
Administrator's expense) to the effect that the holding of an
Ownership Interest
in a Class R Certificate by such Person may cause the Trust or any
Person having
an Ownership Interest in any Class of Certificates, other than such
Person, to
incur a liability for any federal tax imposed under the Code that
would not
otherwise be imposed but for the Transfer of an Ownership Interest
in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Disqualified Partnership": Any domestic entity classified as a
partnership under the Code if any of its beneficial owners are (or,
under the
applicable partnership agreement, are permitted to be) Disqualified
Non-United
States Tax Persons.
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"Distributable Certificate Interest": With respect to any Class of
REMIC III Certificates for any Distribution Date, an amount of
interest equal to
the amount of Accrued Certificate Interest in respect of such Class
of REMIC III
Certificates for the related Interest Accrual Period, reduced (to
not less than
zero) by that portion, if any, of the Net Aggregate Prepayment
Interest
Shortfall for such Distribution Date allocated to such Class of
REMIC III
Certificates as provided below; provided, however, that if the
Class Principal
Balance of such Class of REMIC III Certificates is deemed to have
been increased
immediately prior to such Distribution Date pursuant to the proviso
to the
definition of "Class Principal Balance" because the Principal
Distribution
Amount for such Distribution Date includes any collections of
amounts that (x)
had previously been determined to constitute Nonrecoverable
Advances, (y) were
reimbursed to a party to this Agreement from the principal portions
of P&I
Advances and/or payments or other collections of principal on the
Mortgage Pool
in a Collection Period prior to the one related to such
Distribution Date
(pursuant to subsection (II)(iv) of Section 3.05(a)) and (z) were
recovered in
the Collection Period related to such Distribution Date, then the
Distributable
Certificate Interest for such Class of REMIC III Certificates and
such
Distribution Date shall equal the sum of (i) the amount of the
Distributable
Certificate Interest for such Class of REMIC III Certificates and
such
Distribution Date, calculated as otherwise provided above without
regard to this
proviso, and (ii) an amount equal to the interest that would have
accrued (on a
30/360 Basis), at the Pass-Through Rate for such Class of REMIC III
Certificates
and in effect for such Interest Accrual Period, on a principal
amount equal to
the deemed increase in such Class Principal Balance, during such
Interest
Accrual Period and each prior Interest Accrual Period related to a
Distribution
Date that occurred subsequent to the earliest Distribution Date on
which a
Realized Loss was allocated to such Class of REMIC III Certificates
pursuant to
Section 4.04. A portion of the Net Aggregate Prepayment Interest
Shortfall, if
any, for each Distribution Date shall be allocated to each Class of
Principal
Balance Certificates in an amount equal to the product of (i) the
amount of such
Net Aggregate Prepayment Interest Shortfall and (ii) a fraction,
the numerator
of which is the Accrued Certificate Interest for such Class of
Principal Balance
Certificates for such Distribution Date and the denominator of
which is the
aggregate amount of Accrued Certificate Interest for all Classes of
Principal
Balance Certificates for such Distribution Date. No portion of any
Net Aggregate
Prepayment Interest Shortfall for any Distribution Date shall be
allocated to
the Class X-1 or Class X-2 Certificates.
"Distribution Account": The segregated account or accounts created
and
maintained by the Certificate Administrator on behalf of the
Trustee, pursuant
to Section 3.04(b), in trust for the Certificateholders, which
shall be entitled
"Wells Fargo Bank, National Association [or the name of any
successor
Certificate Administrator], as Certificate Administrator, on behalf
of LaSalle
Bank National Association [or the name of any successor Trustee],
as Trustee, in
trust for the registered holders of Bear Stearns Commercial
Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR13,
Distribution
Account".
"Distribution Date": The 11th day of any month, or if such 11th day
is
not a Business Day, the Business Day immediately following such
11th day,
commencing in October 2006.
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Monthly Payment on such Mortgage Loan is
scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date,
the day of the
month set forth in the related Mortgage Note on which each Monthly
Payment on
such Mortgage Loan had been scheduled to be first due; and (iii)
any REO
Mortgage Loan, the day of the month set forth in the related
Mortgage Note on
which each Monthly Payment on the related Mortgage Loan had been
scheduled to be
first due.
"EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System
of the Commission, which is the computer system for the receipt,
acceptance,
review and dissemination of documents submitted to the Commission
in electronic
format.
"Eligible Account": Any of (i) an account maintained with a federal
or
state chartered depository institution or trust company, the
long-term deposit
or long-term unsecured debt obligations of which are rated no less
than "AA-" by
Fitch (or "A-" by Fitch so long as the short-term deposit or
short-term
unsecured debt obligations of such
-25-
depository institution or trust company are rated no less than
"F-1" by Fitch)
and "AA-" by S&P (or "A-" by S&P so long as the short-term
deposit or short-term
unsecured debt obligations of such depository institution or trust
company are
rated no less than "A-1" by S&P), if the deposits are to be
held in the account
for more than thirty (30) days, or the short-term deposit or
short-term
unsecured debt obligations of which are rated no less than "F-1" by
Fitch and
"A-1" by S&P, if the deposits are to be held in the account for
thirty (30) days
or less, in any event at any time funds are on deposit therein,
(ii) a
segregated trust account maintained with the trust department of a
federal or
state chartered depository institution or trust company (which,
subject to the
remainder of this clause (ii), may include the Certificate
Administrator or the
Trustee) acting in its fiduciary capacity, and which, in either
case, has a
combined capital and surplus of at least $50,000,000 and is subject
to
supervision or examination by federal or state authority and to
regulations
regarding fiduciary funds on deposit similar to Title 12 of the
Code of Federal
Regulations Section 9.10(b), (iii) for so long as WFB serves as a
Master
Servicer under this Agreement, an account maintained with WFB or
Wells Fargo
Bank Iowa, N.A., each a wholly-owned subsidiary of Wells Fargo
& Co., provided
that subsidiary's or its parent's (A) commercial paper, short-term
unsecured
debt obligations or other short-term deposits are rated at least
"A-1" by S&P
and "F-1" by Fitch, if the deposits are to be held in the account
for 30 days or
less, or (B) long-term unsecured debt obligations are rated at
least "AA-" by
S&P and "AA-" by Fitch (or "A-" by S&P and "A-" by Fitch so
long as the
short-term deposit or short-term unsecured debt obligations of such
subsidiary
or its parent are rated no less than "A-1" by S&P and "A-1" by
Fitch), if the
deposits are to be held in the account for more than 30 days, (iv)
for so long
as Prudential Asset Resources, Inc. serves as a Master Servicer
under this
Agreement, an account maintained with Prudential Trust Bank FSB, a
wholly-owned
subsidiary of Prudential Financial, Inc., provided that such
subsidiary's (A)
commercial paper, short-term unsecured debt obligations or other
short-term
deposits are rated at least "A-1" by S&P and "F-1" by Fitch, if
the deposits are
to be held in the account for 30 days or less, or (B) long-term
unsecured debt
obligations are rated at least "AA-" by S&P and "AA-" by Fitch
(or "A-" by S&P
and "A-" by Fitch so long as the short-term deposit or short-term
unsecured debt
obligations of such subsidiary or its parent are rated no less than
"A-1" by S&P
and "A-1" by Fitch), if the deposits are to be held in the account
for more than
30 days, or (v) an account maintained with any one of the
following: (x) in the
case of an account that does not and may not potentially contain
any funds
related to any Serviced Non-Pooled Mortgage Loan, another insured
depository
institution that is acceptable to each Rating Agency for the Rated
Certificates
(as evidenced by a written confirmation to the Trustee from each
Rating Agency
that the use of such account would not, in and of itself, result in
an Adverse
Rating Event with respect to any Class of Rated Certificates), (y)
in the case
of an account that does or may potentially contain any funds
related to any
Serviced Non-Pooled Mortgage Loan and also does or may potentially
contain any
funds related to one or more Pooled Mortgage Loans, another insured
depository
institution that is acceptable to each Rating Agency for the Rated
Certificates
and each applicable Rating Agency for the related Non-Pooled Pari
Passu
Companion Loan Securities (as evidenced by a written confirmation
to the Trustee
from each Rating Agency that the use of such account would not, in
and of
itself, result in an Adverse Rating Event with respect to any Class
of Rated
Certificates rated by such Rating Agency and also from each
applicable Rating
Agency that the use of such account would not, in and of itself,
result in an
Adverse Rating Event with respect to any class of such Non-Pooled
Pari Passu
Companion Loan Securities rated by such applicable Rating Agency),
as
applicable, and (z) in the case of an account that does or may
potentially
contain any funds related to any Serviced Non-Pooled Mortgage Loan
and does not
and may not potentially contain any funds related to one or more
Pooled Mortgage
Loans, another insured depository institution that is acceptable to
each
applicable Rating Agency for the applicable Non-Pooled Pari Passu
Companion Loan
Securities (as evidenced by a written confirmation to the Trustee
from each such
applicable Rating Agency that the use of such account would not, in
and of
itself, result in an Adverse Rating Event with respect to any class
of such
Non-Pooled Pari Passu Companion Loan Securities rated by such
applicable Rating
Agency), as applicable.
"Emergency Advance": Any Servicing Advance, whether or not it is a
Servicing Advance that, pursuant hereto, the applicable Special
Servicer is
required to make or to request a Master Servicer to make, that must
be made
within five Business Days of such Special Servicer becoming aware
that it must
be made in order to avoid any material penalty, any material harm
to a Mortgaged
Property securing a Serviced Mortgage Loan or any other material
adverse
consequence to the Trust Fund.
"Environmental Insurance Policy": With respect to any Mortgaged
Property securing a Serviced Mortgage Loan or any Administered REO
Property, any
insurance policy covering pollution conditions and/or other
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environmental conditions that is maintained from time to time in
respect of such
Mortgaged Property or REO Property, as the case may be, for the
benefit of,
among others, the Trustee on behalf of the Certificateholders.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by a Master Servicer or a
Special Servicer for the account of the Borrower under any Serviced
Mortgage
Loan for application toward the payment of real estate taxes,
assessments,
insurance premiums (including with respect to any Environmental
Insurance
Policy), ground rents (if applicable) and similar items in respect
of the
related Mortgaged Property.
"Euroclear": The Euroclear System or any successor thereto.
"Event of Default": As defined in Section 7.01(a).
"Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Pooled
Mortgage Loan or an Administered REO Property (or the proceeds of
the final
payment (including any full, partial or discounted payoff) on a
defaulted Pooled
Mortgage Loan or a Pooled Mortgage Loan that is a Corrected
Mortgage Loan that
were Received by the Trust, net of any and all fees, expenses and
costs payable
therefrom), over (b) the sum of (i) the amount needed to pay all
principal,
interest (including Additional Interest (if applicable) and Default
Interest),
Prepayment Premiums or Yield Maintenance Charges (as applicable)
and late
payment charges payable with respect to such Pooled Mortgage Loan
or the related
REO Pooled Mortgage Loan, as the case may be (together with,
without
duplication, any outstanding Unliquidated Advances in respect of
any such
principal or interest), in full, (ii) any other fees that would
constitute
Additional Master Servicing Compensation and/or Additional Special
Servicing
Compensation, (iii) any related unreimbursed Servicing Advances
(together with,
without duplication, outstanding Unliquidated Advances in respect
of prior
Servicing Advances), (iv) all unpaid Advance Interest on any
related Advances
(but (for the avoidance of doubt) excluding any Unliquidated
Advances), (v) any
related Liquidation Fee and/or Special Servicing Fees paid or
payable in respect
of such Specially Serviced Mortgage Loan or the related REO Pooled
Mortgage
Loan, (vi) any other Additional Trust Fund Expenses paid or payable
in respect
of such Pooled Mortgage Loan or REO Property, and (vii) in the case
of any REO
Property relating to a Serviced Mortgage Loan Group, any portion of
such Net
Liquidation Proceeds payable to any one or more of the related
Serviced
Non-Pooled Mortgage Loan Noteholder(s).
"Excess Liquidation Proceeds Account": The segregated account
created
and maintained by the Certificate Administrator in the name of the
Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders,
which shall be
entitled "LaSalle Bank National Association [or name of any
successor Trustee],
as Trustee, in trust for the registered holders of Bear Stearns
Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates,
2006-PWR13, Excess Liquidation Proceeds Account".
"Excess Servicing Fees": With respect to each Serviced Mortgage
Loan
(and any successor REO Mortgage Loan with respect thereto), that
portion of the
Master Servicing Fees that accrue at a per annum rate equal to the
Excess
Servicing Fee Rate.
"Excess Servicing Fee Rate": With respect to each Serviced Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto), a
rate per
annum equal to (i) in the case of a Pooled Mortgage Loan, the
annual rate
specified as the "Excess Fee Rate" on the Pooled Mortgage Loan
Schedule and (ii)
in the case of each Non-Pooled Mortgage Loan, zero (0) basis
points; provided
that such rate shall be subject to reduction at any time following
any
resignation of a Master Servicer pursuant to Section 6.04 (if no
successor is
appointed in accordance with Section 6.04(b)) or any termination of
a Master
Servicer pursuant to Section 7.01, to the extent reasonably
necessary (in the
sole discretion of the Trustee) for the Trustee to appoint a
qualified successor
Master Servicer (which successor may include the Trustee) that
meets the
requirements of Section 7.02.
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"Excess Servicing Fee Right": With respect to each Mortgage Loan
(and
any successor REO Mortgage Loan with respect thereto), the right to
receive
Excess Servicing Fees. In the absence of any transfer of the Excess
Servicing
Fee Right, the related Master Servicer shall be the owner of such
Excess
Servicing Fee Right.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exemption-Favored Party": Any of (i) Bear, Stearns & Co. Inc.,
(ii)
Morgan Stanley & Co. Incorporated, (iii) any Person directly or
indirectly,
through one or more intermediaries, controlling, controlled by or
under common
control with Bear, Stearns & Co. Inc. or Morgan Stanley &
Co. Incorporated and
(iv) any member of any underwriting syndicate or selling group of
which any
Person described in clauses (i), (ii) and (iii) is a manager or
co-manager with
respect to a Class of Certificates that is investment grade rated
by at least
one Rating Agency.
"Fair Value": With respect to any Specially Designated Defaulted
Pooled Mortgage Loan, the amount that, in the applicable Special
Servicer's
reasonable judgment, taking into account the factors set forth in
the first
sentence of the second paragraph of Section 3.18(b) and such other
factors as
such Special Servicer reasonably deems appropriate, is the fair
value of such
Mortgage Loan.
"Fannie Mae": The Federal National Mortgage Association or any
successor thereto.
"FDIC": The Federal Deposit Insurance Corporation or any successor
thereto.
"Final Distribution Date": The Distribution Date on which the final
distribution is to be made with respect to the Certificates in
connection with a
termination of the Trust Fund pursuant to Article IX.
"Final Recovery Determination": A determination by the applicable
Special Servicer with respect to any Specially Serviced Mortgage
Loan, Corrected
Mortgage Loan or Administered REO Property, or by the applicable
Master Servicer
with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any
related REO
Property, that there has been a recovery of all Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries
that the
applicable Special Servicer or such Master Servicer has determined,
in
accordance with the Servicing Standard, will be ultimately Received
by the
Trust; provided that the term Final Recovery Determination shall
not apply to:
(i) a Mortgage Loan that was paid in full (including by means of a
payoff on
behalf of the Borrower, or the purchase of such Mortgage Loan, by a
mezzanine
lender or another creditor of the related Borrower in connection
with a Mortgage
Loan default, as set forth in the related intercreditor agreement)
or (ii) a
Mortgage Loan or REO Property, as the case may be, that was
purchased by (a) any
Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage
Loan
Purchase Agreement, (b) a Purchase Option Holder or its assignee
pursuant to
Section 3.18, (c) any Controlling Class Certificateholder(s), a
Master Servicer
or the General Special Servicer pursuant to Section 9.01, (d) any
related
Non-Pooled Subordinate Noteholder pursuant to a Mortgage Loan Group
Intercreditor Agreement (if such Mortgage Loan is included in a
Serviced
Mortgage Loan Group), or (e) any other party with a purchase option
in respect
of a Non-Trust-Serviced Pooled Mortgage Loan pursuant to the
related Mortgage
Loan Group Intercreditor Agreement and/or the related Non-Trust
Servicing
Agreement; and provided, further, that, for purposes of making any
such
determination with respect to a Non-Trust-Serviced Pooled Mortgage
Loan or any
related REO Property, the applicable Master Servicer shall be
entitled to rely
on, and shall be required to follow, any comparable determination
made by the
related Non-Trust Master Servicer or the related Non-Trust Special
Servicer.
"Fiscal Agent": Any fiscal agent appointed by the Trustee as
provided
in Section 8.13.
"Fitch": Fitch, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "Fitch" shall
be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the other parties hereto, and specific ratings of
Fitch, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated. References herein to "applicable rating category"
(other than such
references to "highest applicable rating
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category") shall, in the case of Fitch, be deemed to refer to such
applicable
rating category of Fitch, without regard to any plus or minus or
other
comparable rating qualification.
"Form 8-K Disclosure Information": As defined in Section 11.09.
"Form 8-K Filing Deadline": As defined in Section 11.09.
"Form 8-K Reportable Event": As defined in Section 11.09.
"Form 10-D Filing Deadline": As defined in Section 11.06.
"Form 10-K Filing Deadline": As defined in Section 11.07.
"Freddie Mac": The Federal Home Loan Mortgage Corporation or any
successor thereto.
"GAAP": Generally accepted accounting principles in the United
States.
"General Special Servicer": LNR Partners, Inc. (or its successor in
interest), in its capacity as special servicer with respect to the
Mortgage
Loans and any related REO Properties hereunder, or any successor
special
servicer with respect to the Mortgage Loans and any related REO
Properties
appointed as provided herein.
"Global Certificates": The Rule 144A Global Certificates and the
Regulation S Global Certificates, collectively.
"Grantor Trust": A grantor trust as defined under Subpart E of Part
1
of Subchapter J of the Code.
"Grantor Trust Pool": Any of Grantor Trust V or Grantor Trust R.
"Grantor Trust Provisions": Subpart E of Part I of Subchapter J of
the
Code, including Treasury Regulations Section 301.7701-4(c)(2).
"Grantor Trust R": The Grantor Trust designated as such in Section
2.17(b).
"Grantor Trust V": The Grantor Trust designated as such in Section
2.17(a).
"Ground Lease": The ground lease pursuant to which any Borrower
holds
a leasehold interest in the related Mortgaged Property, together
with any
estoppels or other agreements executed and delivered by the ground
lessor in
favor of the lender under the related Mortgage Loan(s).
"Group Environmental Insurance Policy": Any Environmental Insurance
Policy that is maintained from time to time in respect of more than
one
Mortgaged Property or REO Property.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including those so identified
pursuant to
CERCLA or any other federal, state or local environmental related
laws and
regulations now existing or hereafter enacted, and specifically
including
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.
"Holder": As defined in the definition of "Certificateholder".
"Indemnifying Party": As defined in Section 11.14.
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"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, each
Pooled
Mortgage Loan Seller, each Master Servicer, each Primary Servicer,
each Special
Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee,
each Non-Trust Master Servicer (insofar as the relevant matter
involves a
Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together
with one or
more other Pooled Mortgage Loans)), each Non-Trust Special Servicer
(insofar as
the relevant matter involves a Non-Trust-Serviced Pooled Mortgage
Loan (whether
alone or together with one or more other Pooled Mortgage Loans)),
the
Controlling Class Representative and any and all Affiliates
thereof, (ii) does
not have any direct financial interest in or any material indirect
financial
interest in any of the Depositor, any Pooled Mortgage Loan Seller,
either Master
Servicer, either Primary Servicer, any Special Servicer, the
Certificate
Administrator, the Tax Administrator, the Trustee, the related
Non-Trust Master
Servicer (insofar as the relevant matter involves a
Non-Trust-Serviced Pooled
Mortgage Loan), the related Non-Trust Special Servicer (insofar as
the relevant
matter involves a Non-Trust-Serviced Pooled Mortgage Loan), the
Controlling
Class Representative or any Affiliate thereof, and (iii) is not
connected with
the Depositor, any Pooled Mortgage Loan Seller, either Master
Servicer, either
Primary Servicer, any Special Servicer, the Certificate
Administrator, the Tax
Administrator, the Trustee, the related Non-Trust Master Servicer
(insofar as
the relevant matter involves a Non-Trust-Serviced Pooled Mortgage
Loan), the
related Non-Trust Special Servicer (insofar as the relevant matter
involves a
Non-Trust-Serviced Pooled Mortgage Loan), the Controlling Class
Representative
or any Affiliate thereof as an officer, employee, promoter,
underwriter,
trustee, partner, director or Person performing similar functions;
provided,
however, that a Person shall not fail to be Independent of the
Depositor, any
Pooled Mortgage Loan Seller, either Master Servicer, either Primary
Servicer,
any Special Servicer, the Trustee, the applicable Non-Trust Master
Servicer, the
applicable Non-Trust Special Servicer, the Controlling Class
Representative or
any Affiliate thereof merely because such Person is the beneficial
owner of 1%
or less of any class of securities issued by the Depositor, such
Pooled Mortgage
Loan Seller, such Master Servicer, such Primary Servicer, such
Special Servicer,
the Trustee, such Non-Trust Master Servicer, such Non-Trust Special
Servicer,
the Controlling Class Representative or any such Affiliate thereof,
as the case
may be, provided that such ownership constitutes less than 1% of
the total
assets owned by such Person.
"Independent Contractor": (a) Any Person that would be an
"independent
contractor" with respect to any REMIC Pool within the meaning of
Section
856(d)(3) of the Code if such REMIC Pool were a real estate
investment trust
(except that the ownership test set forth in that section shall be
considered to
be met by any Person that owns, directly or indirectly, 35% or more
of any Class
of Certificates, or such other interest in any Class of
Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to
either Master
Servicer, any Special Servicer, the Trustee or the Trust, delivered
to the
Trustee), provided that (i) the Trust does not receive or derive
any income from
such Person and (ii) the relationship between such Person and the
Trust is at
arm's length, all within the meaning of Treasury Regulations
Section
1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee
of an Opinion
of Counsel, which shall be at no expense to the Trustee or the
Trust, to the
effect that the taking of any action in respect of any Administered
REO Property
by such Person, subject to any conditions therein specified, that
is otherwise
herein contemplated to be taken by an Independent Contractor will
not cause such
Administered REO Property to cease to qualify as "foreclosure
property" within
the meaning of Section 860G(a)(8) of the Code, or cause any income
realized in
respect of such Administered REO Property to fail to qualify as
Rents from Real
Property.
"Initial Pool Balance": The aggregate Cut-off Date Principal
Balance
of all the Original Pooled Mortgage Loans.
"Initial Resolution Period": As defined in Section 2.03(b).
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the
Securities Act or any entity in which all of the equity owners come
within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan or REO
Property,
any hazard insurance policy, terrorism insurance policy, flood
insurance policy,
title insurance policy, earthquake insurance policy, Environmental
Insurance
Policy, business interruption insurance policy or other insurance
policy that is
maintained from time to time in respect of such Mortgage Loan (or
the related
Mortgaged Property) or such REO Property, as the case may be.
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"Insurance Proceeds": Proceeds paid under any Insurance Policy and
received by or on behalf of the Trustee, a Master Servicer, a
Special Servicer
(including with respect to a Non-Trust-Serviced Pooled Mortgage
Loan or any
related REO Property, any such proceeds remitted to the applicable
Master
Servicer by the related Non-Trust Master Servicer or the related
Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group
Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement), to the
extent such
proceeds are not applied to the restoration of the related
Mortgaged Property or
REO Property (or placed in a reserve account for that purpose) or
released to
the related Borrower or any other third-party pursuant to the terms
of the
related Mortgage or lease, in accordance with the Servicing
Standard.
"Insured Environmental Event": As defined in Section 3.07(c).
"Interest Accrual Basis": The basis on which interest accrues in
respect of any Mortgage Loan, any REMIC I Regular Interest, any
REMIC II Regular
Interest, any REMIC III Certificate or any particular REMIC III
Component of a
Class of Interest Only Certificates, in each case consisting of one
of the
following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.
"Interest Accrual Period": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any REMIC III Certificate
or any
particular REMIC III Component of a Class of Interest Only
Certificates, for any
Distribution Date, the calendar month immediately preceding the
month in which
such Distribution Date occurs.
"Interest Only Certificates": Collectively, the Class X-1 and Class
X-2 Certificates.
"Interest Reserve Account": The segregated account (or sub-account
of
the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section
3.04(c), in trust
for the Certificateholders, which shall be entitled "Wells Fargo
Bank, National
Association [or the name of any successor Certificate
Administrator], as
Certificate Administrator, on behalf of LaSalle Bank National
Association [or
the name of any successor Trustee], as Trustee, in trust for the
registered
holders of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage
Pass-Through Certificates, 2006-PWR13, Interest Reserve Account".
"Interest Reserve Amount": With respect to each Pooled Mortgage
Loan
that is an Interest Reserve Loan (or the related successor REO
Pooled Mortgage
Loan), for any Distribution Date that occurs during February of
2007 or February
of any year thereafter or during January of 2007 or January of any
year
thereafter that is not a leap year, an amount equal to one day's
interest
accrued at the related Net Mortgage Rate on the related Stated
Principal Balance
as of the end of the Collection Period related to such Distribution
Date (or, in
the case of any Pooled Mortgage Loan for which the Due Date occurs
on a day
other than the first day of each month, as of the Due Date in the
month in which
such Distribution Date occurs), but prior to giving effect to the
application of
any amounts due on the Due Date occurring in such Collection Period
(or, in the
case of any Pooled Mortgage Loan for which the Due Date occurs on a
day other
than the first day of each month, due on the Due Date in the month
in which such
Distribution Date occurs), to the extent that a Monthly Payment is
Received by
the Trust with respect to such Interest Reserve Loan for the
related Due Date in
the same month as such Distribution Date on or before the related
Master
Servicer Remittance Date or a P&I Advance is made under this
Agreement with
respect to such Interest Reserve Loan by such Distribution Date.
For purposes of
calculating Interest Reserve Amounts, the Net Mortgage Rate for
each Interest
Reserve Loan shall be the Net Mortgage Rate in effect (including as
a result of
any step-up provision) under the original terms of such Interest
Reserve Loan in
effect as of the Closing Date, without regard to any modifications,
extensions,
waivers or amendments of such Interest Reserve Loan subsequent to
the Closing
Date (whether entered into by the applicable Master Servicer, the
applicable
Special Servicer, the applicable Non-Trust Master Servicer or the
applicable
Non-Trust Special Servicer or in connection with any bankruptcy,
insolvency or
other similar proceeding involving the related Borrower).
"Interest Reserve Loan": Any Pooled Mortgage Loan that is an
Actual/360 Mortgage Loan (or any successor REO Pooled Mortgage Loan
with respect
thereto).
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"Investment Account": Each of the Collection Accounts, the
Companion
Note Custodial Accounts, the Subordinate Note Custodial Accounts,
the Servicing
Accounts, the Reserve Accounts, the REO Accounts, the Distribution
Account, the
Interest Reserve Account and the Excess Liquidation Proceeds
Account.
"Investment Company Act": The Investment Company Act of 1940, as
amended.
"Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating
categories
by at least one Rating Agency.
"IRS": The Internal Revenue Service or any successor thereto.
"Issue Price": With respect to each Class of Certificates, the
"issue
price" as defined in the Code and Treasury regulations promulgated
thereunder.
"LaSalle": LaSalle Bank National Association or its successor in
interest.
"Late Collections": (a) With respect to any Pooled Mortgage Loan,
all
amounts Received by the Trust thereon during any Collection Period,
whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or
otherwise, which (as applied under Section 1.03) represent
collections of the
principal and/or interest portions of a Monthly Payment (other than
a Balloon
Payment) or an Assumed Monthly Payment in respect of such Pooled
Mortgage Loan
due or deemed due on a Due Date in a previous Collection Period
(or, in the case
of any Pooled Mortgage Loan for which the Due Date occurs on a day
other than
the first day of each month, due or deemed due on the Due Date in
the calendar
month preceding the month in which such Collection Period ends) or
on a Due Date
during or prior to the month of the Cut-off Date for such Pooled
Mortgage Loan,
and not previously Received by the Trust; and (b) with respect to
any REO Pooled
Mortgage Loan, all amounts Received by the Trust in connection with
the related
REO Property during any Collection Period, whether as Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which
(as applied under Section 1.03) represent collections of the
principal and/or
interest portions of a Monthly Payment (other than a Balloon
Payment) or an
Assumed Monthly Payment in respect of the predecessor Pooled
Mortgage Loan or
the principal and/or interest portions of an Assumed Monthly
Payment in respect
of such REO Pooled Mortgage Loan due or deemed due on a Due Date in
a previous
Collection Period (or, in the case of any Pooled Mortgage Loan for
which the Due
Date occurs on a day other than the first day of each month, due or
deemed due
on the Due Date in the calendar month preceding the month in which
such
Collection Period ends) and not previously Received by the Trust.
Late
Collections do not include Default Charges.
"Latest Possible Maturity Date": With respect to any REMIC I
Regular
Interest, any REMIC II Regular Interest or any REMIC III
Certificate, the
"latest possible maturity date" thereof, calculated solely for
purposes of
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).
"Letter of Credit": With respect to any Mortgage Loan, any
third-party
letter of credit delivered by or at the direction of the related
Borrower
pursuant to the terms of such Mortgage Loan in lieu of the
establishment of, or
deposit otherwise required to be made into, a Reserve Fund or
otherwise pledged
or assigned by the related Borrower as Additional Collateral.
"Liquidation Event": (a) With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full, (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan, (iii)
such Mortgage
Loan is repurchased or replaced by a Pooled Mortgage Loan Seller
pursuant to the
related Pooled Mortgage Loan Purchase Agreement, as contemplated by
Section
2.03, (iv) such Mortgage Loan is purchased by the Special Servicer,
the Majority
Controlling Class Certificateholder(s) or any assignee of either of
them
pursuant to Section 3.18, (v) such Mortgage Loan is purchased by
any Controlling
Class Certificateholder(s), a Master Servicer or the Special
Servicer pursuant
to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates
pursuant to Section
9.01, (vii) in the case of any Pooled Mortgage Loan that is
included in a
Mortgage Loan Group that includes one or more Non-Pooled Mortgage
Loans, such
Mortgage Loan is acquired by a related Non-
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Pooled Noteholder pursuant to the related Mortgage Loan Group
Intercreditor
Agreement, (viii) such Mortgage Loan is paid off or purchased by
the holder of a
related mezzanine loan or another creditor of the Borrower in
connection with a
Mortgage Loan default, if so permitted and set forth in the related
intercreditor agreement, or (ix) in the case of a
Non-Trust-Serviced Pooled
Mortgage Loan, such Mortgage Loan is purchased by a holder of a
purchase option
with respect thereto pursuant to the related Non-Trust Servicing
Agreement
and/or the related Mortgage Loan Group Intercreditor Agreement; and
(b) with
respect to any REO Property (and the related REO Mortgage Loan),
any of the
following events: (i) a Final Recovery Determination is made with
respect to
such REO Property, (ii) such REO Property is repurchased or
replaced by a Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase
Agreement, as contemplated by Section 2.03, (iii) such REO Property
is purchased
by a Master Servicer, the General Special Servicer or any
Controlling Class
Certificateholder(s) pursuant to Section 9.01, or (iv) such REO
Property is
acquired by the Sole Certificateholder(s) in exchange for all of
the
Certificates pursuant to Section 9.01.
"Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise
covered by
Servicing Advances) in connection with the liquidation of any
Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or Section
3.18
(including legal fees and expenses, committee or referee fees and,
if
applicable, brokerage commissions and conveyance taxes).
"Liquidation Fee": The fee designated as such in, and payable to
the
applicable Special Servicer in connection with certain events in
respect of a
Specially Serviced Mortgage Loan or an REO Property pursuant to,
Section
3.11(c).
"Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is
payable, 1.0%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) Received by the
Trust in
connection with: (i) the liquidation of a Mortgaged Property, REO
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/or the terms and conditions of the related
Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment
obtained against
a Borrower; (iii) the purchase of a Specially Designated Defaulted
Pooled
Mortgage Loan by the Special Servicer, the Majority Controlling
Class
Certificateholder(s) or any assignee of either of them pursuant to
Section 3.18;
(iv) the repurchase or replacement of a Pooled Mortgage Loan or REO
Property by
a Pooled Mortgage Loan Seller pursuant to the related Pooled
Mortgage Loan
Purchase Agreement as contemplated by Section 2.03 of this
Agreement; (v) the
purchase of a Pooled Mortgage Loan or REO Property by a Master
Servicer, a
Special Servicer and/or any Controlling Class Certificateholder(s)
pursuant to
Section 9.01; (vi) the acquisition of any Pooled Mortgage Loan or
REO Property
by the Sole Certificateholder(s) in exchange for all the
Certificates pursuant
to Section 9.01; (vii) the purchase of a Pooled Mortgage Loan
included in a
Mortgage Loan Group that includes one or more Non-Pooled
Subordinate Loans by a
related Non-Pooled Subordinate Noteholder pursuant to the related
Mortgage Loan
Group Intercreditor Agreement, (viii) the purchase of a
Non-Trust-Serviced
Pooled Mortgage Loan by any holder of a purchase option with
respect thereto
pursuant to the related Non-Trust Servicing Agreement and/or the
related
Mortgage Loan Group Intercreditor Agreement; or (ix) the payoff or
purchase of a
Pooled Mortgage Loan or REO Property by the holder of a related
mezzanine loan
or another creditor of the Borrower in connection with a Mortgage
Loan default,
if so permitted and set forth in the related intercreditor
agreement.
"Loan Group" shall mean either of Loan Group 1 or Loan Group 2.
"Loan Group 1" shall mean, collectively, all of the Pooled Mortgage
Loans for which the designation "Group 1" appears opposite such
respective
Pooled Mortgage Loans on the Pooled Mortgage Loan Schedule and any
successor REO
Pooled Mortgage Loans with respect thereto.
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"Loan Group 2" shall mean, collectively, all of the Pooled Mortgage
Loans for which the designation "Group 2" appears opposite such
respective
Pooled Mortgage Loans on the Pooled Mortgage Loan Schedule and any
successor REO
Pooled Mortgage Loans with respect thereto.
"Loan Specific Special Servicer" shall mean, with respect to each
Mortgage Loan Group (if any) that entitles the holders of one or
more Non-Pooled
Subordinate Loans to replace the special servicer for such Mortgage
Loan Group,
any replacement special servicer appointed in accordance with this
Agreement and
the related Mortgage Loan Group Intercreditor Agreement. Initially,
there is no
Loan-Specific Special Servicer.
"Majority Controlling Class Certificateholder(s)": As of any date
of
determination, any single Holder or group of Holders of
Certificates
representing a majority of the Voting Rights allocated to the Class
of Principal
Balance Certificates that constitutes, or the Classes of Principal
Balance
Certificates that constitute, the Controlling Class as of such date
of
determination.
"Mansfield Village Square Controlling Party": The Mansfield Village
Square Non-Pooled Subordinate Noteholder at any time when a PCFII
Change of
Control Event does not exist with respect to the Mansfield Village
Square Loan
Group or the Controlling Class Representative at any time when a
PCFII Change of
Control Event exists with respect to the Mansfield Village Square
Loan Group.
"Mansfield Village Square Intercreditor Agreement": That certain
Co-Lender Agreement, dated as of July 18, 2006, by and between
Principal Life
Insurance Company, as initial A note holder, and Principal Life
Insurance
Company, as initial B note holder, relating to certain mortgage
loans secured by
the Mansfield Village Square Mortgaged Property.
"Mansfield Village Square Loan Group": Collectively, the Mansfield
Village Square Pooled Mortgage Loan and the Mansfield Village
Square Non-Pooled
Subordinate Loan (including any successor REO Mortgage Loans with
respect to
such loans).
"Mansfield Village Square Mortgaged Property": The Mortgaged
Property
identified on the Pooled Mortgage Loan Schedule as "Mansfield
Village Square".
"Mansfield Village Square Non-Pooled Subordinate Loan": The
mortgage
loan, with an original principal balance of $500,000 that is
secured by the same
Mortgage encumbering the Mansfield Village Square Mortgaged
Property as the
Mansfield Village Square Pooled Mortgage Loan and is subordinate in
right of
payment to the Mansfield Village Square Pooled Mortgage Loan. The
Mansfield
Village Square Non-Pooled Subordinate Loan is not a "Pooled
Mortgage Loan" or
part of the Trust Fund, any REMIC Pool or any Grantor Trust Pool.
"Mansfield Village Square Non-Pooled Subordinate Noteholder": The
holder or holders of the related Mortgage Note evidencing the
Mansfield Village
Square Non-Pooled Subordinate Loan.
"Mansfield Village Square Pooled Mortgage Loan": The Pooled
Mortgage
Loan in the original principal amount of $16,500,000 that is
secured by the
Mortgage encumbering the Mansfield Village Square Mortgaged
Property.
"Master Servicer": With respect to any Mortgage Loan and any REO
Property acquired in respect thereof, either (a) if such Mortgage
Loan is a PMCF
Pooled Mortgage Loan, PAR, or any successor thereto (as master
servicer)
appointed as provided herein, or (b) if such Mortgage Loan is a
BSCMI Pooled
Mortgage Loan, a PCF Pooled Mortgage Loan, a PCFII Pooled Mortgage
Loan, a WFB
Pooled Mortgage Loan or a Nationwide Pooled Mortgage Loan, WFB, or
any successor
thereto (as master servicer) appointed as provided herein. Any
reference herein
to a "Master Servicer" hereunder (including Articles VI and VII
hereof) shall,
if such Master Servicer is the one described by clause (a) of this
definition,
also be construed to refer to the Servicer Report Administrator to
the extent of
the rights granted to and obligations imposed on the Servicer
Report
Administrator under this Agreement.
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"Master Servicer Remittance Amount": With respect to either Master
Servicer for any Master Servicer Remittance Date, an amount equal
to (a) all
amounts on deposit in such Master Servicer's Collection Account as
of 11:00
a.m., New York City time, on such Master Servicer Remittance Date,
net of (b)
any portion of the amounts described in clause (a) of this
definition that
represents one or more of the following: (i) collected Monthly
Payments with
respect to any Pooled Mortgage Loan that are due on a Due Date
following the end
of the related Collection Period (other than, in the case of any
Pooled Mortgage
Loan for which the Due Date is on the 2nd, 3rd, 4th or 5th day of
each month and
such day in the current month happens to be later than the end of
such related
Collection Period, in which case such collected Monthly Payment
shall not be
withheld until the following month as otherwise contemplated by
this clause
(i)), (ii) to the extent not covered by clause (i) above, any
payments of
principal (including Principal Prepayments) and interest (including
Post-ARD
Additional Interest), Insurance Proceeds, Condemnation Proceeds and
Liquidation
Proceeds Received by the Trust with respect to any Pooled Mortgage
Loan or REO
Property after the end of the related Collection Period, (iii) any
Prepayment
Premiums and/or Yield Maintenance Charges Received by the Trust
with respect to
any Pooled Mortgage Loan or successor REO Pooled Mortgage Loan with
respect
thereto after the end of the related Collection Period, (iv) any
Excess
Liquidation Proceeds, (v) any amounts payable or reimbursable to
any Person from
such Collection Account pursuant to clauses (ii) through (xxi) of
Section
3.05(a), and (vi) any amounts deposited in such Collection Account
in error;
provided that the Master Servicer Remittance Amount with respect to
each Master
Servicer for the Master Servicer Remittance Date that occurs in the
same
calendar month as the anticipated Final Distribution Date shall be
calculated
without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of
this
definition and provided, further, however, that the foregoing
provisions of this
definition shall be construed in a manner that is consistent with
Section
3.02(d).
"Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.
"Master Servicing Fee": With respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the fee
designated as such
and payable to the applicable Master Servicer pursuant to Section
3.11(a). The
Master Servicing Fee for each Serviced Mortgage Loan includes the
monthly fees
payable to any applicable primary servicer or subservicer engaged
by the
applicable Master Servicer and such Master Servicer shall pay such
fees to such
primary servicer or subservicer in accordance with the terms of the
applicable
Primary Servicing Agreement or Subservicing Agreement.
"Master Servicing Fee Rate": With respect to (i) each Pooled
Mortgage
Loan (other than the Non-Trust-Serviced Mortgage Loan) and any
successor REO
Pooled Mortgage Loan with respect thereto, a rate per annum equal
to (a) the
rate per annum specified as the "Administrative Fee Rate" on the
Pooled Mortgage
Loan Schedule, minus (b) the sum of (x) the Servicer Report
Administrator Fee
Rate, (y) the Trustee Fee Rate and (z) the Certificate
Administrator Fee Rate;
(ii) the Non-Trust Serviced Pooled Mortgage Loan, a rate per annum
equal to two
basis points (0.0200%) on an Actual/360 Basis; (iii) the Mansfield
Village
Square Non-Pooled Subordinate Loan, a rate per annum equal to
[zero] basis
points ([0.0000]%); (iv) the Sheldon Palms Apartments Non-Pooled
Subordinate
Loan, a rate per annum equal to [zero] basis points [0.0000]%);and
(v) the
Savannah Apartmets Non-Pooled Subordinate loan, a rate per annum
equal to [zero]
basis points ([0.0000]%). The parties acknowledge that the Master
Servicing Fee
Rate for each Serviced Mortgage Loan includes the rate at which
applicable
primary and sub-servicing fees accrue; therefore, if the Master
Servicing Fee
Rate is zero, there is no primary or subservicing fee that may be
paid on such
mortgage loan.
"Material Breach": With respect to any Pooled Mortgage Loan, any
Breach that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected
Pooled Mortgage
Loan, including but not limited to a material and adverse effect on
any of the
distributions payable with respect to any of the Certificates or on
the value of
such Certificates.
"Material Document Defect": With respect to any Pooled Mortgage
Loan,
any Document Defect that materially and adversely affects the
interests of the
Certificateholders, or any of them, with respect to the affected
Pooled Mortgage
Loan, including but not limited to a material and adverse effect on
any of the
distributions payable with respect to any of the Certificates or on
the value of
such Certificates. Notwithstanding the foregoing, the absence of a
Specially
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Designated Mortgage Loan Document following the date on which such
Specially
Designated Mortgage Loan Document is required to be delivered to
the Trustee as
described in Section 2.01(d) shall also constitute a Material
Document Defect.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Modified Mortgage Loan": Any Pooled Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified
by the
applicable Special Servicer pursuant to Section 3.20 in a manner
that:
(a) materially affects the amount or timing of any payment of
principal or interest due thereon (other than, or in addition to,
bringing
Monthly Payments current with respect to such Pooled Mortgage
Loan);
(b) except as expressly contemplated by the related Mortgage Loan
Documents, 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, or the delivery of substitute real
property
collateral with a fair market value (as is), that is not less than
the fair
market value (as is) of the property to be released, as determined
by an
Appraisal delivered to the applicable Special Servicer (at the
expense of
the related Borrower and upon which such Special Servicer may
conclusively
rely); or
(c) in the reasonable judgment of the Special Servicer, otherwise
materially impairs the security for such Pooled Mortgage Loan or
materially
reduces the likelihood of timely payment of amounts due thereon.
"Monthly Payment": With respect to any Mortgage Loan, as of any Due
Date, the scheduled monthly debt service payment (or, in the case
of an ARD
Mortgage Loan after its Anticipated Repayment Date, the minimum
monthly debt
service payment required to be paid on a current basis) on such
Mortgage Loan
that is actually payable by the related Borrower from time to time
under the
terms of the related Mortgage Note (as such terms may be changed or
modified in
connection with a bankruptcy or similar proceeding involving the
related
Borrower or by reason of a modification, extension, waiver or
amendment granted
or agreed to by the applicable Master Servicer or the applicable
Special
Servicer pursuant to Section 3.20 (or, in the case of a
Non-Trust-Serviced
Pooled Mortgage Loan, by the related Non-Trust Master Servicer or
the related
Non-Trust Special Servicer pursuant to the relevant Non-Trust
Servicing
Agreement)), including any Balloon Payment payable in respect of
such Mortgage
Loan on such Due Date; provided that the Monthly Payment due in
respect of any
Mortgage Loan shall not include Default Interest; and provided,
further, that
the Monthly Payment due in respect of any ARD Mortgage Loan after
its
Anticipated Repayment Date shall not include Additional Interest.
"Mortgage": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of
trust, deed to
secure debt or similar document that secures the related Mortgage
Note and
creates a lien on the related Mortgaged Property.
"Mortgage File": With respect to any Pooled Mortgage Loan, the
following documents collectively:
(i) the original executed Mortgage Note, endorsed (either on the
face thereof or pursuant to a separate allonge) "Pay to the order
of
LaSalle Bank National Association, as Trustee for the registered
holders of
Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage
Pass-Through Certificates, 2006-PWR13, without recourse,
representation or
warranty" or in blank, and further showing a complete, unbroken
chain of
endorsement from the originator; or alternatively, if the original
executed
Mortgage Note has been lost, a lost note affidavit and indemnity
with a
copy of such Mortgage Note;
(ii) an original or a copy of the Mortgage, together with
originals or copies of any and all intervening assignments thereof
prior to
the assignment to the Trustee, in each case (unless the particular
item has
been delivered to but not returned from the applicable recording
office)
with evidence of recording indicated
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thereon; provided that if the original (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, a copy) of the Mortgage
cannot be
delivered with evidence of recording thereon on or prior to the
90th day
following the Closing Date because of a delay caused by the public
recording office where such original Mortgage has been delivered
for
recordation, or because the public recording office retains the
original or
because such original Mortgage has been lost, there shall be
delivered to
the Trustee or a Custodian on its behalf a true and correct copy of
such
Mortgage, together with (A) in the case of a delay caused by the
public
recording office, an Officer's Certificate of the applicable Pooled
Mortgage Loan Seller or a statement from the title agent to the
effect that
such original Mortgage has been sent to the appropriate public
recording
official for recordation or (B) in the case of an original Mortgage
that
has been lost after recordation or retained by the appropriate
public
recording office, a certification by the appropriate county
recording
office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;
(iii) the original or a copy of any related Assignment of Leases
(if any 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
(which, in the case of each related Mortgage that has been recorded
in the
name of MERS or its designee (each such Mortgage a "Designated MERS
Mortgage"), may be MERS), if any, in each case (unless the
particular item
has not been returned from the applicable recording office) with
evidence
of recording thereon;
(iv) except in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, an original executed assignment, in recordable form (except
for
recording information not yet available if the instrument being
assigned
has not been returned from the applicable recording office), of (A)
the
Mortgage and (B) any related Assignment of Leases (if such item is
a
document separate from the Mortgage), in favor of "LaSalle Bank
National
Association, in its capacity as Trustee for the registered holders
of Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-PWR13" or, in the case of
any Pooled
Mortgage Loan included in a Serviced Mortgage Loan Group, in favor
of
"LaSalle Bank National Association, in its capacity as Trustee for
the
registered holders of Bear Stearns Commercial Mortgage Securities
Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR13,
and in
its capacity as lead lender on behalf of ['the Non-Pooled Mortgage
Loan
Noteholder(s) secured by the [insert name of mortgaged property]"
(or, in
each case, a copy thereof, certified to be the copy of such
assignment
submitted for recording); provided, however, that, if the related
Mortgage
is a Designated MERS Mortgage, no assignment of Mortgage or any
related
Assignment of Leases in favor of the Trustee will be required to be
prepared or delivered and instead, the related Pooled Mortgage Loan
Seller
shall take all actions as are necessary to cause the Trustee to be
shown
as, and the Trustee shall take all actions necessary to confirm
(and shall
place into the Mortgage File such confirmation in writing from
MERS) that
it is shown as, the sole owner of the related Mortgage and any
related
Assignment of Leases on the records of MERS for purposes of the
system of
recording transfers of beneficial ownership of mortgages maintained
by
MERS; provided, further, in the event that MERS is unable to
foreclose on
any Mortgaged Property or to take any action as authorized in the
related
Mortgage, the Master Servicer or the Special Servicer, as
applicable, shall
use its commercially reasonable efforts to take action as it may
deem in
reasonable judgment exercised in accordance with the Servicing
Standard to
cause such assignments as are necessary to effectuate a transfer of
the
relevant documents from MERS to the Trustee on behalf of the Trust
(provided that the Master Servicer or the Special Servicer, as the
case may
be, shall take no such action if such action shall (x) cause either
the
Master Servicer or the Special Servicer, as the case may be, to
violate the
Servicing Standard, (y) expose the Master Servicer or the Special
Servicer,
as the case may be, or their officers, directors, employees or
agents to
any claim, suit or liability outside the scope of ordinary
creditor's
rights litigation (for which the Master Servicer and Special
Servicer are
indemnified hereunder), or (z) expand materially the scope of the
Master
Servicer's or the Special Servicer's responsibilities under this
Agreement), and the Trustee shall take all actions as are necessary
to
confirm that the Trustee on behalf of the Trust is the owner of the
related
Mortgage;
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(v) an original or a 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 Mortgage
Loan to
the most recent assignee of record thereof prior to the Trustee
(which, in
the case of a Designated MERS Mortgage, may be MERS), if any;
(vi) except in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, an original assignment of any related Security Agreement (if
such
item is a document separate from the Mortgage) executed by the most
recent
assignee of record thereof prior to the Trustee or, if none, by the
originator, in favor of "LaSalle Bank National Association, in its
capacity
as Trustee for the registered holders of Bear Stearns Commercial
Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series
2006-PWR13" (or, in the case of any Pooled Mortgage Loan included
in a
Serviced Mortgage Loan Group, in favor of "LaSalle Bank National
Association, in its capacity as Trustee for the registered holders
of Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-PWR13, and in its capacity
as lead
lender on behalf of ['the Non-Pooled Mortgage Loan Noteholder(s)
secured by
the [insert name of mortgaged property]", which assignment may (in
any
case) be included as part of the corresponding assignment of
Mortgage
referred to in clause (iv) above; provided, however, that, if the
related
Mortgage is a Designated MERS Mortgage, no assignment of a related
Security
Agreement in favor of the Trustee will be required to be prepared
or
delivered and instead, the related Pooled Mortgage Loan Seller
shall take
all actions as are necessary to cause the Trustee to be shown as,
and the
Trustee shall take all actions necessary to confirm (and shall
place into
the Mortgage File such confirmation in writing from MERS) that it
is shown
as, the sole owner of the related Mortgage on the records of MERS
for
purposes of the system of recording transfers of beneficial
ownership of
mortgages maintained by MERS;
(vii) originals or copies of any assumption, modification,
written assurance, consolidation, extension and substitution
agreements, if
any, with evidence of recording thereon if the applicable document
or
instrument being modified or assumed, was recorded (unless the
particular
item has not been returned from the applicable recording office),
in those
instances where the terms or provisions of the Mortgage, Mortgage
Note or
any related security document have been materially modified or the
Mortgage
Loan has been assumed;
(viii) the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such Mortgage
Loan (or,
if the policy has not yet been issued, an original or copy of a
written
commitment "marked-up" at the closing of such Mortgage Loan,
interim binder
or the pro forma title insurance policy, in each case evidencing a
binding
commitment to issue such policy);
(ix) (A) filed copies (with evidence of filing) of any prior
effective UCC Financing Statements in favor of the originator of
such
Mortgage Loan or in favor of any assignee prior to the Trustee (but
only to
the extent the related Pooled Mortgage Loan Seller had possession
of such
UCC Financing Statements prior to the Closing Date) and (B) except
in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, an original
assignment
thereof, in form suitable for filing, in favor of "LaSalle Bank
National
Association, in its capacity as Trustee for the registered holders
of Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2006-PWR13" or, in the case of any
Pooled
Mortgage Loan included in a Serviced Mortgage Loan Group, in favor
of
"LaSalle Bank National Association, in its capacity as Trustee for
the
registered holders of Bear Stearns Commercial Mortgage Securities
Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR13,
and in
its capacity as lead lender on behalf of the Non-Pooled Mortgage
Loan
Noteholder(s) secured by the [insert name of mortgaged property]";
provided, however, that if the related Mortgage is a Designated
MERS
Mortgage, no UCC Financing Statement in favor of the Trustee will
be
required to be prepared or delivered and instead, the related
Pooled
Mortgage Loan Seller shall take all actions as are necessary to
cause the
Trustee to be shown as, and the Trustee shall take all actions
necessary to
confirm (and shall place into the Mortgage File such confirmation
in
writing from MERS) that it is shown as, for purposes of the system
of
recording transfers of beneficial ownership of mortgages maintained
by
MERS, the sole owner of any related UCC Financing Statements on
record with
the applicable filing office;
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(x) if a material portion of the interest of the Borrower in the
related Mortgaged Property consists of a leasehold interest, the
original
or a copy of the Ground Lease relating to such Mortgage Loan,
together with
a notice to the related ground lessor of the transfer of the
Mortgage Loan
to the Trust or the Trustee on its behalf;
(xi) except in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, any original documents not otherwise described in the
preceding
clauses of this definition relating to, evidencing or constituting
Additional Collateral (except that, in the case of such documents,
if any,
that are in the form of a Letter of Credit, either (x) the
"Mortgage File"
shall initially contain the original of such Letter of Credit (and
a copy
of such Letter of Credit shall initially be delivered to the
applicable
Master Servicer) and, thereafter, such original shall be delivered
to the
applicable Master Servicer (with a copy of such Letter of Credit to
be
maintained by the Trustee) with reasonable promptness following
request in
connection with the applicable Master Servicer's performance of its
duties
hereunder, or (y) the "Mortgage File" shall initially contain a
copy of
such Letter of Credit and the original of such Letter of Credit
shall
initially be delivered to the applicable Master Servicer (or a
Primary
Servicer on its behalf) and, thereafter, such original shall be
maintained
by such Master Servicer (or a Primary Servicer on its behalf)) and,
if
applicable, the originals or copies of any intervening assignments
thereof;
(xii) an original or a copy of the loan agreement, if any,
related to such Mortgage Loan;
(xiii) an original or a copy of the related guaranty of payment
under such Mortgage Loan, if any;
(xiv) an original or a copy of the lock-box agreement or cash
management agreement relating to such Mortgage Loan, if any;
(xv) an original or a copy of the environmental indemnity from
the related Borrower or other party, if any;
(xvi) an original or a copy of any intercreditor agreement or
similar agreement relating to such Mortgage Loan (including, in the
case of
each Pooled Mortgage Loan that is included in a Mortgage Loan
Group, the
related Mortgage Loan Group Intercreditor Agreement);
(xvii) an original or a copy of any management agreement with
respect to the related Mortgaged Property if the manager thereunder
is not
an Affiliate of the Borrower and the initial Stated Principal
Balance of
such Mortgage Loan is greater than $20,000,000;
(xviii) an original or a copy of any master operating lease with
respect to the related Mortgaged Property;
(xix) an original or a copy of any related Environmental
Insurance Policy;
(xx) if the related Mortgaged Property is a hospitality property
that is subject to a franchise or similar arrangement, (a) an
original or a
copy of any franchise or similar agreement and (b) either (i) a
signed copy
of the comfort letter delivered by the franchisor or similar person
for the
benefit of the holder of the Mortgage Loan in connection with the
Pooled
Mortgage Loan Seller's origination or acquisition of the Mortgage
Loan,
together with such instrument(s) of notice or transfer (if any) as
are
necessary to transfer or assign to the Trust or the Trustee the
benefits of
such comfort letter, or (ii) a copy of the comfort letter delivered
by the
franchisor or similar person for the benefit of the holder of the
Mortgage
Loan in connection with such origination or acquisition of the
Mortgage
Loan, together with a signed copy or a fax copy of a new comfort
letter (in
substantially the same form and substance as the comfort letter
delivered
in connection with such origination or acquisition) by the
franchisor or
similar person for the benefit of the Trust or the Trustee (and, if
a fax
copy of a
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new comfort letter is delivered, then the original copy shall be
included
in the "Mortgage File" promptly following receipt thereof by the
related
Pooled Mortgage Loan Seller); and
(xxi) a checklist (a "Mortgage File Checklist") of the applicable
documents described above and delivered in connection with the
origination
of such Mortgage Loan (which checklist may be in a reasonable form
selected
by the related Pooled Mortgage Loan Seller);
provided, however, that (A) whenever the term "Mortgage File" is
used to refer
to documents actually received by the Trustee or by a Custodian on
its behalf,
such term shall not be deemed to include such documents required to
be included
therein unless they are actually so received, and with respect to
any receipt or
certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (vi), (vii) and (ix) through (xx) of this
definition, shall
be deemed to include such documents only to the extent the Trustee
or a
Custodian on its behalf has actual knowledge of their existence
(and the Trustee
or such Custodian, as the case may be, shall be deemed to have
actual knowledge
of the existence of any document listed on the related Mortgage
File Checklist);
(B) the "Mortgage File" for each Pooled Mortgage Loan that is
included in a
Serviced Mortgage Loan Group shall include a photocopy of the
executed Mortgage
Note for each Serviced Non-Pooled Mortgage Loan that is included in
such
Serviced Mortgage Loan Group; (C) all the documents in the
"Mortgage File" for
each Pooled Mortgage Loan included in a Serviced Mortgage Loan
Group (other than
the Mortgage Note for such Pooled Mortgage Loan and any allonges
thereto) shall
be deemed to be contained in the "Mortgage File" for each Serviced
Non-Pooled
Mortgage Loan that is included in such Serviced Mortgage Loan Group
(without
additional copies) and references herein to the "Mortgage File" for
each such
Serviced Non-Pooled Mortgage Loan shall be construed in accordance
with this
statement; and (D) the "Mortgage File" for a Non-Trust-Serviced
Pooled Mortgage
Loan shall also include a copy of the related Non-Trust Servicing
Agreement in
effect as of the Closing Date and photocopies of all transfer
documents
comparable to those documents described in clauses (iv), (vi) and
(ix)(B) of
this definition (originals of which were delivered to the
applicable trustee
under the related Non-Trust Servicing Agreement).
"Mortgage File Checklist": As defined in clause (xxi) of the
definition of "Mortgage File".
"Mortgage Loan": Any Pooled Mortgage Loan or Non-Pooled Mortgage
Loan.
As used herein, the term "Mortgage Loan" includes the related
Mortgage Loan
Documents.
"Mortgage Loan Documents": With respect to any Mortgage Loan, the
documents included or required to be included, as the context may
require, in
the related Mortgage File and Servicing File.
"Mortgage Loan Group": Each of the RLJ Hotel Portfolio Loan Group,
the
Mansfield Village Square Loan Group, the Sheldon Palms Apartments
Loan Group and
the Savannah Apartments Loan Group, as applicable.
"Mortgage Loan Group Intercreditor Agreement": Each of the RLJ
Hotel
Portfolio Intercreditor Agreement, the Mansfield Village Square
Intercreditor
Agreement, the Sheldon Palms Apartments Intercreditor Agreement and
the Savannah
Apartments Intercreditor Agreement, as applicable.
"Mortgage Note": The original executed promissory note evidencing
the
indebtedness of a Borrower under a Mortgage Loan, together with any
rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool": All of the Pooled Mortgage Loans and any successor
REO Pooled Mortgage Loans, collectively, as of any particular date
of
determination.
"Mortgage Rate": With respect to each Mortgage Loan (and any
successor
REO Mortgage Loan with respect thereto), the related annualized
rate at which
interest is scheduled (in the absence of a default) to accrue on
such Mortgage
Loan from time to time in accordance with the related Mortgage Note
and
applicable law, as such rate may be modified in accordance with
Section 3.20
(or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by
the relevant
Non-Trust Master Servicer or the relevant Non-Trust Special
Servicer in
accordance with the applicable Non-Trust
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Servicing Agreement) or in connection with a bankruptcy, insolvency
or similar
proceeding involving the related Borrower. In the case of each ARD
Mortgage
Loan, the related Mortgage Rate shall increase in accordance with
the related
Mortgage Note if the particular loan is not paid in full by its
Anticipated
Repayment Date. Notwithstanding any contrary provision of the
foregoing, in the
case of each Closing Date Deposit Mortgage Loan, the "Mortgage
Rate" for the
month in which the Closing Date occurs shall be deemed to be equal
to the
Mortgage Rate that is scheduled to be in effect on the first day of
the first
calendar month that follows the Closing Date (and such Mortgage
Rate that is
scheduled to be in effect on the first day of the first calendar
month that
follows the Closing Date shall be set forth on the Pooled Mortgage
Loan Schedule
as if it were the applicable rate that is in effect on the Closing
Date).
"Mortgaged Property": Individually and collectively, as the context
may require, each real property (together with all improvements and
fixtures
thereon) subject to the lien of a Mortgage and constituting
collateral for a
Mortgage Loan. With respect to any Cross-Collateralized Mortgage
Loan, if and
when the context may require, "Mortgaged Property" shall mean,
collectively, all
the mortgaged real properties (together with all improvements and
fixtures
thereon) securing the relevant Cross-Collateralized Group.
"Mortgagee": The holder of legal title to any Mortgage Loan,
together
with any third parties through which such holder takes actions with
respect to
such Mortgage Loan.
"Nationwide": Nationwide Life Insurance Company, or its successor
in
interest.
"Nationwide Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
either an Original Nationwide Pooled Mortgage Loan or a Replacement
Pooled
Mortgage Loan that was delivered under the Nationwide Pooled
Mortgage Loan
Purchase Agreement in substitution for an Original Nationwide
Pooled Mortgage
Loan.
"Nationwide Pooled Mortgage Loan Purchase Agreement": That certain
Pooled Mortgage Loan Purchase Agreement dated as of September 13,
2006, between
Nationwide as seller and the Depositor as purchaser.
"Nationwide Primary Servicing Agreement": That certain primary
servicing agreement dated as of September 1, 2006, between WFB, as
the
applicable Master Servicer for the Nationwide Pooled Mortgage
Loans, and
Nationwide, as primary servicer, relating to the primary servicing
and
administration of the Nationwide Pooled Mortgage Loans.
"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments (and prepayment resulting from the receipt of
Insurance
Proceeds or Condemnation Proceeds) on the Pooled Mortgage Loans
during the
related Collection Period, exceeds (b) the aggregate amount of the
Compensating
Interest Payments remitted by the Master Servicers pursuant to
Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution
Date.
"Net Cash Flow": With respect to any Mortgaged Property, the total
operating revenues derived from such Mortgaged Property, minus the
total fixed
and variable operating expenses, capital expenditures such as
reserves, tenant
improvements and leasing commissions, incurred in respect of such
Mortgaged
Property (subject to adjustments for, among other things, (i)
non-cash items
such as depreciation and amortization, and (ii) debt service on
loans secured by
the Mortgaged Property).
"Net Default Charges": With respect to any Pooled Mortgage Loan or
successor REO Pooled Mortgage Loan, the Default Charges referred to
in clause
third of Section 3.26(a), which are payable to the applicable
Master Servicer as
Additional Master Servicing Compensation or the applicable Special
Servicer as
Additional Special Servicing Compensation.
"Net Investment Earnings": With respect to any Investment Account
for
any Collection Period, the amount, if any, by which the aggregate
of all
interest and other income realized during such Collection Period on
funds
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held in such Investment Account (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Borrower in accordance with
the related
Mortgage Loan Documents and applicable law), exceeds the aggregate
of all losses
and costs, if any, incurred during such Collection Period in
connection with the
investment of such funds in accordance with Section 3.06
(exclusive, in the case
of a Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of
any portion of such losses that were incurred in connection with
investments
made for the benefit of a Borrower).
"Net Investment Loss": With respect to any Investment Account for
any
Collection Period, the amount by which the aggregate of all losses,
if any,
incurred during such Collection Period in connection with the
investment of
funds held in such Investment Account for the benefit of a Master
Servicer, a
Special Servicer or the Certificate Administrator, as applicable,
in accordance
with Section 3.06 (exclusive, in the case of a Servicing Account, a
Reserve
Account or the Defeasance Deposit Account, of any portion of such
losses that
were incurred in connection with investments made for the benefit
of a Borrower,
and other than losses of what would otherwise have constituted
interest or other
income earned on such funds), exceeds the aggregate of all interest
and other
income realized during such Collection Period in connection with
the investment
of such funds for the benefit of such Master Servicer, such Special
Servicer or
the Certificate Administrator, as applicable, in accordance with
Section 3.06;
provided that, in the case of any Investment Account and any
particular
investment of funds in such Investment Account, Net Investment Loss
shall not
include any loss with respect to such investment which is incurred
solely as a
result of the insolvency of the federal or state chartered
depositary
institution or trust company at which such Investment Account is
maintained, so
long as such depositary institution or trust company (a) satisfied
the
qualifications set forth in the definition of "Eligible Account"
both at the
time such investment was made and as of a date not more than 30
days prior to
the date of such loss and (b) is not the same Person as the Person
that made the
relevant investment.
"Net Liquidation Proceeds": The excess, if any, of all Liquidation
Proceeds Received by the Trust with respect to any particular
Specially Serviced
Mortgage Loan or Administered REO Property, over the amount of all
Liquidation
Expenses incurred with respect thereto and all related Servicing
Advances
reimbursable therefrom.
"Net Mortgage Rate": With respect to (i) any Pooled Mortgage Loan
(or
any successor REO Pooled Mortgage Loan with respect thereto), the
rate per annum
equal to (a) the related Mortgage Rate minus (b) the related
Administrative Fee
Rate and, in the case of an ARD Mortgage Loan after its Anticipated
Repayment
Date, the related Post-ARD Additional Interest Rate, and (ii) the
Serviced
Non-Pooled Mortgage Loans (or any successor REO Mortgage Loan with
respect
thereto), the rate per annum equal to (a) the related Mortgage Rate
minus (b)
the related Master Servicing Fee Rate.
"New Lease": Any lease of an Administered REO Property entered into
at
the direction of the Special Servicer, including any lease renewed,
modified or
extended on behalf of the Trustee if the Special Servicer has the
power to
renegotiate the terms of such lease.
"Non-Pooled Mortgage Loan": Any mortgage loans (if any), other than
a
Pooled Mortgage Loan, that is part of a split loan structure that
includes a
Pooled Mortgage Loan as identified in the Preliminary Statement
hereto (whether
or not such split loan structure is principally serviced and
administered under
this Agreement). Only the RLJ Hotel Portfolio Non-Pooled Pari Passu
Companion
Loans, the Mansfield Village Square Non-Pooled Subordinate Loan,
the Sheldon
Palms Apartments Non-Pooled Subordinate Loan and the Savannah
Apartments
Non-Pooled Subordinate Loan constitute Non-Pooled Mortgage Loans
under this
Agreement.
"Non-Pooled Noteholder": The holder of any Non-Pooled Mortgage
Loan.
"Non-Pooled Pari Passu Companion Loan": Any Non-Pooled Mortgage
Loan
that is secured by the same Mortgage encumbering the same Mortgaged
Property as
the one encumbering a Pooled Mortgage Loan and is pari passu in
right of payment
with such Pooled Mortgage Loan. The Non-Pooled Pari Passu Companion
Loans are
not "Pooled Mortgage Loans" or part of the Trust Fund, any REMIC
Pool or either
Grantor Trust Pool. For the avoidance of doubt,
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only the RLJ Hotel Portfolio Non-Pooled Pari Passu Companion Loans
constitute
Non-Pooled Pari Passu Companion Loans under this Agreement.
"Non-Pooled Pari Passu Companion Loan Securities": For so long as
any
Serviced Non-Pooled Pari Passu Companion Loan is serviced and
administered under
this Agreement, any class of securities backed by such Non-Pooled
Pari Passu
Companion Loan.
"Non-Pooled Subordinate Loan": Any of the Mansfield Village Square
Non-Pooled Subordinate Loan, the Sheldon Palms Apartments
Non-Pooled Subordinate
Loan or the Savannah Apartments Non-Pooled Subordinate Loan, as
applicable. The
Non-Pooled Subordinate Loans are not "Pooled Mortgage Loans" or
part of the
Trust Fund, any REMIC Pool or either Grantor Trust Pool.
"Non-Pooled Subordinate Noteholder: Any of the Mansfield Village
Square Non-Pooled Subordinate Noteholder, the Sheldon Palms
Apartments
Non-Pooled Subordinate Noteholder or the Savannah Apartments
Non-Pooled
Subordinate Noteholder, as applicable.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance
(including
any Unliquidated Advance that constitutes a Nonrecoverable P&I
Advance) or
Nonrecoverable Servicing Advance (including any Unliquidated
Advance that
constitutes a Nonrecoverable Servicing Advance).
"Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section
4.03(c), any
P&I Advance, or any Unliquidated Advance in respect of a prior
P&I Advance,
previously made and any P&I Advance contemplated to be made in
respect of any
Pooled Mortgage Loan or related successor REO Pooled Mortgage Loan
that, as
determined by the applicable Master Servicer or, if applicable, by
the Trustee,
or by the applicable Special Servicer pursuant to the second
paragraph of
Section 4.03(c), in its reasonable, good faith judgment, will not
be ultimately
recoverable, or in fact was not ultimately recovered, from late
payments,
Default Charges, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds
or any other recovery on or in respect of such Mortgage Loan or the
related REO
Property (without giving effect to potential recoveries on
deficiency judgments
or recoveries from guarantors). In the case of a
Cross-Collateralized Mortgage
Loan, such recoverability determination shall take into account the
cross-collateralization of the related Cross-Collateralized Group.
In connection
with each Pooled Mortgage Loan that is part of a Mortgage Loan
Group that
includes a Serviced Non-Pooled Pari Passu Companion Loan, if the
applicable
Master Servicer receives a written notice described in clause (i)
of the third
paragraph of Section 4.03(c) to the effect that the master servicer
or other
comparable party responsible for debt service advances with respect
to such
Serviced Non-Pooled Pari Passu Companion Loan under the related
pooling and
servicing agreement (pursuant to which securities were issued that
are rated by
at least one national statistical rating organization) has
determined, pursuant
to such agreement, that any debt service advance made or to be made
with respect
to such Serviced Non-Pooled Pari Passu Companion Loan (or any
successor REO
mortgage loan with respect thereto) would not ultimately be
recoverable out of
collections on such Mortgage Loan (or such REO mortgage loan),
then, for
purposes of any prospective P&I Advance on the related Pooled
Mortgage Loan (or
any successor REO Mortgage Loan) under this Agreement, the
applicable Master
Servicer (or the Trustee, or Special Servicer, as applicable) shall
be entitled
to rely on such determination, notwithstanding the absence of any
determination
(as otherwise contemplated above and by Section 4.03(c)) by any
party hereto
that any prior P&I Advance or any prospective P&I Advance
on such Pooled
Mortgage Loan constitutes a Nonrecoverable Advance. Notwithstanding
the
preceding sentence, each party to this Agreement with the
discretion to
determine that a P&I Advance constitutes a Nonrecoverable
Advance (as otherwise
contemplated above and by Section 4.03(c)) shall continue to have
such
discretion.
"Nonrecoverable Servicing Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section
3.11(h), any
Servicing Advance, or any Unliquidated Advance in respect of a
prior Servicing
Advance, previously made, and any Servicing Advance proposed to be
made, in
respect of any Mortgage Loan or REO Property that, as determined by
the
applicable Master Servicer, the applicable Special Servicer or, if
applicable or
the Trustee, in its reasonable, good faith judgment, will not be
ultimately
recoverable, or in fact was not ultimately recovered, from late
payments,
Default Charges, Insurance Proceeds, Condemnation Proceeds,
Liquidation
-43-
Proceeds or any other recovery on or in respect of such Mortgage
Loan or such
REO Property (without giving effect to potential recoveries on
deficiency
judgments or recoveries from guarantors). In the case of a
Cross-Collateralized
Mortgage Loan, such recoverability determination shall take into
account the
cross-collateralization of the related Cross-Collateralized Group.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing
Date, the
Class X-1. Class X-2, 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 R
and Class V Certificates are Non-Registered Certificates.
"Non-Trust Master Servicer": With respect to the Non-Trust-Serviced
Pooled Mortgage Loan, the master servicer under the Non-Trust
Servicing
Agreement. Only the WCMSI 2006-C27 Master Servicer constitutes a
Non-Trust
Master Servicer.
"Non-Trust-Serviced Mortgage Loan Group": Any group of mortgage
loans
that is primarily serviced and administered under the pooling and
servicing
agreement for another commercial mortgage securitization trust.
Only the RLJ
Hotel Portfolio Loan Group constitutes a Non-Trust-Serviced
Mortgage Loan Group
under this Agreement.
"Non-Trust-Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan
that is part of a Non-Trust-Serviced Mortgage Loan Group. Only the
RLJ Hotel
Portfolio Pooled Mortgage Loan constitutes a Non-Trust-Serviced
Pooled Mortgage
Loan.
"Non-Trust-Servicing Agreement": With respect to the
Non-Trust-Serviced Pooled Mortgage Loan and the Non-Trust-Serviced
Mortgage Loan
Group of which it is a part, the separate agreement pursuant to
which the
Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled
Pari Passu
Companion Loan are (or, if applicable, any related REO Property is)
to be
principally serviced and administered. Only the WCMSI 2006-C27
Pooling and
Servicing Agreement constitutes a Non-Trust Servicing Agreement.
"Non-Trust Special Servicer": With respect to the Non Trust
Serviced
Pooled Mortgage Loan, the special servicer under the Non Trust
Servicing
Agreement. Only the WCMSI 2006-C27 Special Servicer constitutes a
Non-Trust
Special Servicer.
"Non-United States Tax Person": Any Person other than a United
States
Tax Person.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of a Master Servicer or Special Servicer or a Responsible Officer
of the
Certificate Administrator or the Trustee, as the case may be, or,
with respect
to any other Person, a certificate signed by any of the Chairman of
the Board,
the Vice Chairman of the Board, the President, any Vice President,
Director or
Managing Director, an Assistant Vice President or any other
authorized officer
(however denominated) or another officer customarily performing
functions
similar to those performed by any of the above designated officers
or, 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.
"Opinion of Counsel": A written opinion of counsel (who must, in
the
case of any such opinion relating to the taxation of the Trust Fund
or any
portion thereof, the status of any REMIC Pool as a REMIC, the
status of any
Grantor Trust Pool as a Grantor Trust for taxation purposes or a
resignation
under Section 6.04, be Independent counsel, but who otherwise may
be salaried
counsel for the Depositor, the Certificate Administrator, the
Trustee, the Tax
Administrator, either Master Servicer or any Special Servicer),
which written
opinion is acceptable and delivered to the addressee(s) thereof and
which
opinion of counsel, except as provided herein, shall not be at the
expense of
the Certificate Administrator, the Trustee or the Trust Fund.
"Option Period": As defined in Section 3.18(c).
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"Option Price": As defined in Section 3.18(c).
"Original BSCMI Pooled Mortgage Loans": The mortgage loans
initially
identified on the schedule attached hereto as Schedule I-B.
"Original Nationwide Pooled Mortgage Loans": The mortgage loans
initially identified on the schedule attached hereto as Schedule
I-F.
"Original PCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-D.
"Original PCFII Pooled Mortgage Loans": The mortgage loans
initially
identified on the schedule attached hereto as Schedule I-E.
"Original PMCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-A.
"Original Pooled Mortgage Loans": The mortgage loans initially
identified on the schedules attached hereto as Schedule I-A,
Schedule I-B,
Schedule I-C, Schedule I-D, Schedule I-E and Schedule I-F.
"Original WFB Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-C.
"Other Crossed Loans": As defined in Section 2.03(b).
"Other Securitization": As defined in Section 11.03.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": In the case of any Certificate, any ownership
or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": With respect to any Pooled Mortgage Loan or REO
Pooled
Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan
or any
successor REO Pooled Mortgage Loan thereto), any advance made by
the applicable
Master Servicer or the Trustee pursuant to Section 4.03.
"P&I Advance Date": The Business Day preceding each
Distribution Date.
"PAR": Prudential Asset Resources, Inc. or its successor in
interest.
"Pass-Through Rate": The per annum rate at which interest accrues
in
respect of any Class of REMIC III Certificates during any Interest
Accrual
Period, as set forth in or otherwise calculated in accordance with
Section
2.16(f).
"Past Grace Period Loan": With respect to any Monthly Payment or
Assumed Monthly Payment due and payable, or deemed due and payable,
in respect
of any particular Pooled Mortgage Loan, the status attributable to
that Mortgage
Loan by reason of, if applicable, the fact that such Monthly
Payment or Assumed
Monthly Payment remains unpaid past its Due Date and past any
applicable grace
period for such Monthly Payment or Assumed Monthly Payment.
"PCAOB": The Public Company Accounting Oversight Board.
"PCF": Principal Commercial Funding, LLC, or its successor in
interest.
-45-
"PCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an
Original PCF Pooled Mortgage Loan or a Replacement Pooled Mortgage
Loan that was
delivered under the PCF Pooled Mortgage Loan Purchase Agreement in
substitution
for an Original PCF Pooled Mortgage Loan.
"PCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of September 13, 2006,
between PCF as
seller and the Depositor as purchaser.
"PCFII": Principal Commercial Funding II, LLC, or its successor in
interest.
"PCFII Change of Control Event": With respect to any PCFII Mortgage
Loan Group, as of any date of determination, (a) (i) the initial
unpaid
principal balance of the related Non-Pooled Subordinate Loan minus
(ii) the sum
of (x) any scheduled payments or prepayments of principal allocated
to, and
received on, the related Non-Pooled Subordinate Loan, (y) any
Appraisal
Reduction Amount in effect as of such date of determination and
allocable to the
related PCFII Non-Pooled Subordinate Loan and (z) any realized
losses allocated
to the related Non-Pooled Subordinate Loan is less than (b) 25% of
the
difference between (x) the initial unpaid principal balance of the
related
Non-Pooled Subordinate Loan and (y) any scheduled payments or
prepayments of
principal allocated to, and received on, the related Non-Pooled
Subordinate
Loan.
"PCFII Mortgage Loan Group": One or more of the Mansfield Village
Square Loan Group and the Sheldon Palms Apartments Loan Group, as
applicable.
"PCFII Non-Pooled Subordinate Noteholder": One or more of the
Mansfield Village Square Non-Pooled Subordinate Noteholder and the
Sheldon Palms
Apartments Non-Pooled Subordinate Noteholder, as applicable.
"PCFII Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
either
an Original PCFII Pooled Mortgage Loan or a Replacement Pooled
Mortgage Loan
that was delivered under the PCFII Pooled Mortgage Loan Purchase
Agreement in
substitution for an Original PCFII Pooled Mortgage Loan.
"PCFII Pooled Mortgage Loan Purchase Agreement": That certain
Pooled
Mortgage Loan Purchase Agreement dated as of September 13, 2006,
between PCFII
as seller and the Depositor as purchaser.
"Percentage Interest": With respect to (a) any Interest Only
Certificate or Principal Balance Certificate, the portion of the
relevant Class
evidenced by such Certificate, expressed as a percentage, the
numerator of which
is the Certificate Principal Balance or Certificate Notional
Amount, as the case
may be, of such Certificate as of the Closing Date, as specified on
the face
thereof, and the denominator of which is the initial Class
Principal Balance or
initial Class Notional Amount, as the case may be, of the relevant
Class as of
the Closing Date; and (b) any Class R or Class V Certificate, the
percentage
interest in distributions to be made with respect to the relevant
Class, as
specified on the face of such Certificate.
"Performance Certification": As defined in Section 11.08.
"Performing Party": As defined in Section 11.14.
"Performing Serviced Mortgage Loan": Any Serviced Mortgage Loan
that
is not a Specially Serviced Mortgage Loan.
"Permitted Investments": Any one or more of the following
obligations
or securities:
(i)
direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States
or any agency or instrumentality thereof, provided that each
such obligation is backed by the full faith and credit of the
United States;
-46-
(ii)
repurchase agreements on obligations specified in clause (i) of
this definition, provided that the short-term unsecured debt
obligations of the party agreeing to repurchase such obligations
are at the time of investment rated in the highest short-term
debt rating category of: (x) in the case of an investment being
made with funds that do not relate in whole or in part to any
Serviced Non-Pooled Mortgage Loan, each Rating Agency for the
Rated Certificates (or, in the case of any such Rating Agency,
such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates rated by such
Rating Agency, as confirmed in writing to the Trustee by such
Rating Agency), (y) in the case of an investment being made with
funds that relate in whole or in part to any Serviced Non-Pooled
Mortgage Loan and also relate to one or more Pooled Mortgage
Loans, each Rating Agency for the Rated Certificates and each
applicable Rating Agency for the related Non-Pooled Pari Passu
Companion Loan Securities (as evidenced by a written
confirmation to the Trustee from each Rating Agency that such
investment would not, in and of itself, result in an Adverse
Rating Event with respect to any Class of Rated Certificates
rated by such Rating Agency and also from each applicable Rating
Agency that such investment would not, in and of itself, result
in an Adverse Rating Event with respect to any class of such
Non-Pooled Pari Passu Companion Loan Securities rated by such
applicable Rating Agency), as applicable, or (z) in the case of
an investment being made with funds that relate solely to a
Serviced Non-Pooled Mortgage Loan and do not relate to one or
more Pooled Mortgage Loans, each applicable Rating Agency for
the related Non-Pooled Pari Passu Companion Loan Securities (or,
in the case of any such Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any class
of such Non-Pooled Pari Passu Companion Loan Securities rated by
such applicable Rating Agency as confirmed in writing to the
Trustee by such Rating Agency), as applicable;
(iii) federal funds, unsecured uncertificated certificates of
deposit,
time deposits and bankers' acceptances of any bank or trust
company organized under the laws of the United States or any
state thereof, provided that the short-term unsecured debt
obligations of such bank or trust company are at the time of
investment rated in the highest short-term debt rating category
of: (x) in the case of an investment being made with funds that
do not relate in whole or in part to any Serviced Non-Pooled
Mortgage Loan, each Rating Agency for the Rated Certificates
(or, in the case of any such Rating Agency, such lower rating as
will not result in an Adverse Rating Event with respect to any
Class of Rated Certificates rated by such Rating Agency, as
confirmed in writing to the Trustee by such Rating Agency), (y)
in the case of an investment being made with funds that relate
in whole or in part to any Serviced Non-Pooled Mortgage Loan and
also relate to one or more Pooled Mortgage Loans, each Rating
Agency for the Rated Certificates and each applicable Rating
Agency for the related Non-Pooled Pari Passu Companion Loan
Securities (as evidenced by a written confirmation to the
Trustee from each Rating Agency that such investment would not,
in and of itself, result in an Adverse Rating Event with respect
to any Class of Rated Certificates rated by such Rating Agency
and also from each applicable Rating Agency that such investment
would not, in and of itself, result in an Adverse Rating Event
with respect to any class of such Non-Pooled Pari Passu
Companion Loan Securities rated by such applicable Rating
Agency), as applicable, or (z) in the case of an investment
being made with funds that relate solely to a Serviced
Non-Pooled Mortgage Loan and do not relate to one or more Pooled
Mortgage Loans, each applicable Rating Agency for the related
Non-Pooled Pari Passu Companion Loan Securities (or, in the case
of any such Rating Agency, such lower rating as will not result
in an Adverse Rating Event with respect to any class of such
Non-Pooled Pari Passu Companion Loan Securities rated by such
applicable Rating Agency as confirmed in writing to the Trustee
by such Rating Agency), as applicable;
(iv)
commercial paper of any corporation incorporated under the laws
of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is
United
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States Dollar denominated and amounts payable thereunder are not
subject to any withholding imposed by any non-United States
jurisdiction), provided that such commercial paper is rated in
the highest short-term debt rating category of: (x) in the case
of an investment being made with funds that do not relate in
whole or in part to any Serviced Non-Pooled Mortgage Loan, each
Rating Agency for the Rated Certificates (or, in the case of any
such Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Rated
Certificates rated by such Rating Agency, as confirmed in
writing to the Trustee by such Rating Agency), (y) in the case
of an investment being made with funds that relate in whole or
in part to any Serviced Non-Pooled Mortgage Loan and also relate
to one or more Pooled Mortgage Loans, each Rating Agency for the
Rated Certificates and each applicable Rating Agency for the
related Non-Pooled Pari Passu Companion Loan Securities (as
evidenced by a written confirmation to the Trustee from each
Rating Agency that such investment would not, in and of itself,
result in an Adverse Rating Event with respect to any Class of
Rated Certificates rated by such Rating Agency and also from
each applicable Rating Agency that such investment would not, in
and of itself, result in an Adverse Rating Event with respect to
any class of such Non-Pooled Pari Passu Companion Loan
Securities rated by such applicable Rating Agency), as
applicable, or (z) in the case of an investment being made with
funds that relate solely to a Serviced Non-Pooled Mortgage Loan
and do not relate to one or more Pooled Mortgage Loans, each
applicable Rating Agency for the related Non-Pooled Pari Passu
Companion Loan Securities (or, in the case of any such Rating
Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any class of such Non-Pooled Pari
Passu Companion Loan Securities rated by such applicable Rating
Agency as confirmed in writing to the Trustee by such Rating
Agency), as applicable;
(v)
units of money market funds (including those managed or advised
by the Certificate Administrator or its Affiliates) which
maintain a constant net asset value, provided that such units of
money market funds are rated in the highest applicable rating
category of: (x) in the case of an investment being made with
funds that do not relate in whole or in part to any Serviced
Non-Pooled Mortgage Loan, each Rating Agency for the Rated
Certificates (or, in the case of any such Rating Agency, such
lower rating as will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates rated by such Rating
Agency, as confirmed in writing to the Trustee by such Rating
Agency), (y) in the case of an investment being made with funds
that relate in whole or in part to any Serviced Non-Pooled
Mortgage Loan and also relate to one or more Pooled Mortgage
Loans, each Rating Agency for the Rated Certificates and each
applicable Rating Agency for the related Non-Pooled Pari Passu
Companion Loan Securities (as evidenced by a written
confirmation to the Trustee from each Rating Agency that such
investment would not, in and of itself, result in an Adverse
Rating Event with respect to any Class of Rated Certificates
rated by such Rating Agency and also from each applicable Rating
Agency that such investment would not, in and of itself, result
in an Adverse Rating Event with respect to any class of such
Non-Pooled Pari Passu Companion Loan Securities rated by such
applicable Rating Agency), as applicable, or (z) in the case of
an investment being made with funds that relate solely to a
Serviced Non-Pooled Mortgage Loan and do not relate to one or
more Pooled Mortgage Loans, each applicable Rating Agency for
the related Non-Pooled Pari Passu Companion Loan Securities (or,
in the case of any such Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any class
of such Non-Pooled Pari Passu Companion Loan Securities rated by
such applicable Rating Agency as confirmed in writing to the
Trustee by such Rating Agency), as applicable; or
(vi)
any other obligation or security that is acceptable to: (x) in
the case of an investment being made with funds that do not
relate in whole or in part to any Serviced Non-Pooled Mortgage
Loan, each Rating Agency for the Rated Certificates (or, in the
case of any such Rating Agency, such lower rating as will not
result in an Adverse Rating Event with respect to any Class of
Rated
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Certificates rated by such Rating Agency, as confirmed in
writing to the Trustee by such Rating Agency), (y) in the case
of an investment being made with funds that relate in whole or
in part to any Serviced Non-Pooled Mortgage Loan and also relate
to one or more Pooled Mortgage Loans, each Rating Agency for the
Rated Certificates and each applicable Rating Agency for the
related Non-Pooled Pari Passu Companion Loan Securities (as
evidenced by a written confirmation to the Trustee from each
Rating Agency that such investment would not, in and of itself,
result in an Adverse Rating Event with respect to any Class of
Rated Certificates rated by such Rating Agency and also from
each applicable Rating Agency that such investment would not, in
and of itself, result in an Adverse Rating Event with respect to
any class of such Non-Pooled Pari Passu Companion Loan
Securities rated by such applicable Rating Agency), as
applicable, or (z) in the case of an investment being made with
funds that relate solely to a Serviced Non-Pooled Mortgage Loan
and do not relate to one or more Pooled Mortgage Loans, each
applicable Rating Agency for the related Non-Pooled Pari Passu
Companion Loan Securities (or, in the case of any such Rating
Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any class of such Non-Pooled Pari
Passu Companion Loan Securities rated by such applicable Rating
Agency as confirmed in writing to the Trustee by such Rating
Agency), as applicable;
provided that each investment described hereunder shall not (A)
evidence either
the right to receive (1) only interest with respect to such
investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations, (B) be purchased at a price greater than
par if such
investment may be prepaid or called at a price less than its
purchase price
prior to stated maturity, (C) be sold prior to stated maturity if
such sale
would result in a loss of principal on the instrument or a tax on
"prohibited
transactions" under Section 860F of the Code or (D) have an "r"
highlighter or
other comparable qualifier attached to its rating; and provided,
further, that
each investment described hereunder must have (X) a predetermined
fixed amount
of principal due at maturity (that cannot vary or change), (Y) an
original
maturity of not more than 365 days and a remaining maturity of not
more than 30
days and (Z) except in the case of a Permitted Investment described
in clause
(v) of this definition, a fixed interest rate or an interest rate
that is tied
to a single interest rate index plus a single fixed spread and
moves
proportionately with that index; and provided, further, that each
investment
described hereunder must be a "cash flow investment" (within the
meaning of the
REMIC Provisions).
"Permitted Transferee": Any Transferee of a Class R Certificate
other
than (a) a Disqualified Organization, (b) a Disqualified Non-United
States Tax
Person, (c) a Disqualified Partnership, (d) a foreign permanent
establishment or
fixed base (within the meaning of any applicable income tax treaty
between the
United States and any foreign jurisdiction) of a United States Tax
Person or (e)
any other Person as to whom, as determined by the Tax Administrator
(based upon
an Opinion of Counsel, obtained at the request of the Tax
Administrator at the
expense of such Person or the Person seeking to Transfer a Class R
Certificate,
supporting such determination), the Transfer of a Class R
Certificate may cause
any REMIC Pool to fail to qualify as a REMIC at any time that any
Certificate is
outstanding.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"PGI": Principal Global Investors, LLC, or its successor in
interest.
"PGI Primary Servicing Agreement": That certain primary servicing
agreement dated as of September 1, 2006, between WFB, as the
applicable Master
Servicer for the PCF Pooled Mortgage Loans and the PCFII Pooled
Mortgage Loans,
and Principal Global Investors, LLC, as primary servicer, relating
to the
primary servicing and administration of the PCF Pooled Mortgage
Loans and PCFII
Pooled Mortgage Loans.
"Phase I Environmental Assessment": A "Phase I assessment" as
described in, and meeting the criteria of, the American Society for
Testing and
Materials, plus a radon and asbestos inspection.
"Plan": Any of those employee benefit plans and other benefit plans
and arrangements, including individual retirement accounts and
annuities, Keogh
plans and collective investment funds and separate accounts in
which
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such plans, accounts or arrangements are invested, including
insurance company
general accounts, that are subject to ERISA or Section 4975 of the
Code.
"PMCF": Prudential Mortgage Capital Funding, LLC, or its successor
in
interest.
"PMCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
either
an Original PMCF Pooled Mortgage Loan or a Replacement Pooled
Mortgage Loan that
was delivered under the PMCF Pooled Mortgage Loan Purchase
Agreement in
substitution for an Original PMCF Pooled Mortgage Loan.
"PMCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of September 13, 2006,
between PMCF as
seller and the Depositor as purchaser.
"Pooled Mortgage Loan": Each of the Original Pooled Mortgage Loans
and
Replacement Pooled Mortgage Loans that are from time to time held
in the Trust
Fund, including any such mortgage loan that has been wholly or
partially
defeased. As used herein, the term "Pooled Mortgage Loan" includes
the related
Mortgage Loan Documents.
"Pooled Mortgage Loan Purchase Agreement": Any of the BSCMI Pooled
Mortgage Loan Purchase Agreement, the WFB Pooled Mortgage Loan
Purchase
Agreement, the PMCF Pooled Mortgage Loan Purchase Agreement, the
PCF Pooled
Mortgage Loan Purchase Agreement, the PCFII Pooled Mortgage Loan
Purchase
Agreement and the Nationwide Pooled Mortgage Loan Purchase
Agreement.
"Pooled Mortgage Loan Schedule": Collectively, the five schedules
of
Pooled Mortgage Loans attached hereto as Schedule I-A, Schedule
I-B, Schedule
I-C, Schedule I-D, Schedule I-E and Schedule I-F, respectively, as
any such
schedule may be amended from time to time in accordance with this
Agreement.
Such schedules shall set forth the following information with
respect to each
Pooled Mortgage Loan:
(i)
the loan number assigned to the Pooled Mortgage Loan on the
books and records of the related Pooled Mortgage Loan Seller
as of the Closing Date and the identification number assigned
to such Pooled Mortgage Loan in the Prospectus Supplement;
(ii)
the street address (including city, state and zip code) of the
related Mortgaged Property;
(iii)
the (A) original principal balance and (B) Cut-off Date
Principal Balance;
(iv)
the amount of the Monthly Payment due on the first Due Date
following the Closing Date (and, if a Pooled Mortgage Loan
currently requires only payments of interest but begins to
amortize prior to Stated Maturity Date, on the first Due Date
after amortization begins);
(v)
the Mortgage Rate as of the Closing Date and the Interest
Accrual Basis;
(vi)
the Stated Maturity Date and the original and remaining term
to Stated Maturity Date (or, in the case of a Pooled Mortgage
Loan that is an ARD Mortgage Loan, the Anticipated Repayment
Date and the original and remaining term to the Anticipated
Repayment Date);
(vii)
in the case of a Pooled Mortgage Loan that is a Balloon
Mortgage Loan or an ARD Mortgage Loan, the original and
remaining amortization term;
(viii)
whether such Pooled Mortgage Loan is a Cross-Collateralized
Mortgage Loan and, if so, an identification of the Pooled
Mortgage Loans with which such Pooled Mortgage Loan is
cross-collateralized;
(ix)
whether such Pooled Mortgage Loan provides for defeasance and
if so, the period during which
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defeasance may occur;
(x)
whether such Pooled Mortgage Loan is secured by a fee simple
interest in the related Mortgaged Property; by the Borrower's
leasehold interest, and a fee simple interest, in the related
Mortgaged Property; or solely by a leasehold interest in the
related Mortgaged Property;
(xi)
the name of the related Pooled Mortgage Loan Seller;
(xii)
the Administrative Fee Rate;
(xiii)
the Due Date;
(xiv)
the number of grace days before such Pooled Mortgage Loan
requires a late payment charge in connection with a delinquent
Monthly Payment;
(xv)
whether there exists (and, if so, the amount of) any letter of
credit that constitutes Additional Collateral;
(xvi)
whether repayment of such Pooled Mortgage Loan is guaranteed
by a guarantor;
(xvii)
the initial Master Servicer and the Master Servicing Fee Rate
for such Pooled Mortgage Loan; and
(xviii) the applicable Loan Group to which such Pooled Mortgage
Loan
belongs.
"Pooled Mortgage Loan Sellers": Collectively, BSCMI, Nationwide,
PCF,
PCFII, PMCF and WFB.
"Post-ARD Additional Interest": With respect to any ARD Mortgage
Loan
after its Anticipated Repayment Date, all interest accrued on the
principal
balance of such ARD Mortgage Loan at the Post-ARD Additional
Interest Rate (the
payment of which interest shall, under the terms of such ARD
Mortgage Loan, be
deferred until the principal balance of such ARD Mortgage Loan and
all other
interest thereon has been paid in full), together with all
interest, if any,
accrued at the related Mortgage Rate on such deferred interest.
"Post-ARD Additional Interest Rate": With respect to any ARD
Mortgage
Loan after its Anticipated Repayment Date, the incremental increase
in the
Mortgage Rate for such ARD Mortgage Loan resulting from the passage
of such
Anticipated Repayment Date.
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on
the Pooled
Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular
Interests
and the Certificates for federal income tax purposes, the
assumptions that each
Pooled Mortgage Loan that is an ARD Mortgage Loan is paid in its
entirety on its
Anticipated Prepayment Date and that no Pooled Mortgage Loan is
otherwise
voluntarily prepaid prior to its Stated Maturity Date.
"Prepayment Interest Excess": With respect to any Pooled Mortgage
Loan
(including a Non-Trust-Serviced Pooled Mortgage Loan) that was
subject to a
Principal Prepayment in full or in part made (or, if resulting from
the
application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) after the Due Date for such Pooled
Mortgage Loan
in any Collection Period, any payment of interest (net of related
Master
Servicing Fees (and, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan,
the rate per annum at which the master or similar servicing and
administrative
fees payable therefrom under the related Non-Trust Servicing
Agreement accrue
and are adjusted as set forth in the definition of "Administrative
Fee Rate")
and, in any case, further net of any portion of such interest that
represents
Default Charges or Post-ARD Additional Interest) actually Received
by the Trust
and collected from the related Borrower or out of such Insurance
Proceeds or
Condemnation Proceeds, as the case may be, and
-51-
intended to cover the period from and after such Due Date to, but
not including,
the date of prepayment (exclusive, for the avoidance of doubt, of
any related
Prepayment Premium or Yield Maintenance Charge that may have been
collected).
"Prepayment Interest Shortfall": With respect to any Pooled
Mortgage
Loan (including a Non-Trust-Serviced Pooled Mortgage Loan) that was
subject to a
Principal Prepayment in full or in part made (or, if resulting from
the
application of Insurance Proceeds or Condemnation Proceeds, any
other early
recovery of principal received) prior to the Due Date for such
Pooled Mortgage
Loan in any Collection Period the amount of interest, to the extent
not
collected from the related Borrower or otherwise (without regard to
any
Prepayment Premium or Yield Maintenance Charge that may have been
collected),
not Received by the Trust, that would have accrued at a rate per
annum equal to
the related Mortgage Rate (net of the Master Servicing Fee Rate
(and, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, the rate per
annum at which
the master or similar servicing and administrative fees payable
therefrom under
the related Non-Trust Servicing Agreement accrue and are adjusted
as set forth
in the definition of "Administrative Fee Rate") and, in the case of
an ARD
Mortgage Loan after its Anticipated Repayment Date, the related
Post-ARD
Additional Interest Rate) on the amount of such Principal
Prepayment (or other
early recovery of principal) during the period from the date to
which interest
thereon was paid by the related Borrower to, but not including,
such Due Date.
"Prepayment Premium": With respect to any Mortgage Loan, any
premium,
fee or other additional amount (other than a Yield Maintenance
Charge) paid or
payable, as the context requires, by a Borrower in connection with
a Principal
Prepayment on, or other early collection of principal of, such
Mortgage Loan or
any successor REO Mortgage Loan with respect thereto (including any
payoff of a
Mortgage Loan by a mezzanine lender on behalf of the subject
Borrower if and as
set forth in the related intercreditor agreement).
"Primary Collateral": With respect to any Cross-Collateralized
Mortgage Loan, that portion of the Mortgaged Property designated as
directly
securing such Cross-Collateralized Mortgage Loan and excluding any
Mortgaged
Property as to which the related lien may only be foreclosed upon
by exercise of
the cross-collateralization provisions of such Cross-Collateralized
Mortgaged
Loan.
"Primary Servicer": Nationwide or any successor thereto or
Principal
Global Investors, LLC or any successor thereto, as applicable,
appointed as
provided in the Nationwide Primary Servicing Agreement or PGI
Primary Servicing
Agreement, respectively.
"Primary Servicing Agreement": Each of the Nationwide Primary
Servicing Agreement and the PGI Primary Servicing Agreement, as
applicable.
"Primary Servicing Fee": With respect to a Primary Servicer, the
primary servicing fee that is payable to such Primary Servicer
under the terms
of the related Primary Servicing Agreement.
"Primary Servicing Office": The office of a Master Servicer or the
Special Servicer, as the context may require, that is primarily
responsible for
such party's servicing obligations hereunder.
"Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class O and Class P Certificates.
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"Principal Distribution Amount": With respect to any Distribution
Date
other than the Final Distribution Date, an amount (which shall in
no event be
less than zero) equal to the excess, if any, of:
(I) the sum of:
(A) the aggregate (without duplication) of the following (such
aggregate of the following amounts described below in this clause
(A), the
"Unadjusted Principal Distribution Amount" for such Distribution
Date):
(i) all payments of principal (including Principal
Prepayments), including any such payments on Corrected Mortgage
Loans,
Received by the Trust with respect to the Pooled Mortgage Loans
during
the related Collection Period, in each case exclusive of any
portion
of the particular payment that represents a Late Collection of
principal for which a P&I Advance (including any Unliquidated
Advance
in respect of a prior P&I Advance) was previously made under
this
Agreement for a prior Distribution Date or that represents the
principal portion of a Monthly Payment due on or before the Cut-off
Date or on a Due Date occurring subsequent to the calendar month in
which such Distribution Date occurs,
(ii) the aggregate of the principal portions of all Monthly
Payments due in respect of the Pooled Mortgage Loans for their
respective Due Dates occurring in the month in which such
Distribution
Date occurs, that were Received by the Trust (other than as part of
a
Principal Prepayment) prior to the related Collection Period (or,
in
the case of any Pooled Mortgage Loan for which the Due Date occurs
on
a day other than the first day of each month, that were Received by
the Trust in the calendar month prior to the calendar month in
which
the related Distribution Date occurs but are due during the
calendar
month in which the related Distribution Date occurs),
(iii) the aggregate of all Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds Received by the Trust
with respect to any Pooled Mortgage Loans during the related
Collection Period that were identified and applied by the
applicable
Master Servicer as recoveries of principal (whether as Principal
Prepayments or otherwise) of such Pooled Mortgage Loans in
accordance
with Section 1.03, in each case net of any portion of such proceeds
that represents a Late Collection of principal due on or before the
Cut-off Date or for which a P&I Advance (including an
Unliquidated
Advance in respect of a prior P&I Advance) was previously made
under
this Agreement for a prior Distribution Date,
(iv) the aggregate of all Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
with respect to any REO Properties during the related Collection
Period that were identified and applied by the applicable Master
Servicer as recoveries of principal (whether as Principal
Prepayments
or otherwise) of the related REO Pooled Mortgage Loans in
accordance
with Section 1.03, in each case net of any portion of such proceeds
and/or revenues that represents a Late Collection of principal due
on
or before the Cut-off Date or for which a P&I Advance
(including an
Unliquidated Advance in respect of a prior P&I Advance) was
previously
made under this Agreement for a prior Distribution Date, and
(v) the respective principal portions of all P&I Advances
made under this Agreement in respect of the Pooled Mortgage Loans
and
any REO Pooled Mortgage Loans with respect to such Distribution
Date;
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(B) the aggregate amount of any collections received on or in
respect of the Pooled Mortgage Loans during the related Collection
Period
that, in each case, represents a delinquent amount as to which an
Advance
had been made, which Advance was previously reimbursed during the
Collection Period for a prior Distribution Date as part of a
Workout-Delayed Reimbursement Amount for which a deduction was made
under
clause (II)(B) below with respect to such Distribution Date; and
(C) the aggregate amount of any collections received on or in
respect of the Pooled Mortgage Loans during the related Collection
Period
that, in each case, is identified and applied by the applicable
Master
Servicer (in accordance with Section 1.03) as a recovery of an
amount
previously determined (in a Collection Period for a prior
Distribution
Date) to have been a Nonrecoverable Advance and for which a
deduction was
made under clause (II)(C) below with respect to a prior
Distribution Date;
less
(II) the sum of:
(A) if any Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds were received with respect to any Pooled
Mortgage Loan
or REO Property, and/or any Pooled Mortgage Loan or REO Property is
otherwise liquidated (including by means of a Final Recovery
Determination
or the receipt of a full, partial or discounted payoff), during the
related
Collection Period, an amount equal to any Workout Fees or
Liquidation Fees
with respect to each such Pooled Mortgage Loan or REO Property, as
the case
may be, that were paid hereunder from a source other than related
Default
Charges during the related Collection Period;
(B) the aggregate amount of Workout-Delayed Reimbursement Amounts
(and Advance Interest thereon) that were reimbursed or paid during
the
related Collection Period to one or more of the Master Servicers,
the
Special Servicer and the Trustee from principal advances and
collections on
the Mortgage Pool pursuant to subsection (iii) of Section
3.05(a)(II); and
(C) the aggregate amount of Nonrecoverable Advances (and Advance
Interest thereon) that were reimbursed or paid during the related
Collection Period to one or more of the Master Servicers, the
Special
Servicer and the Trustee during the related Collection Period from
principal advances and collections on the Mortgage Pool pursuant to
subsection (iv) of Section 3.05(a)(II).
provided, however, that the foregoing provisions of this definition
shall be
construed in a manner that is consistent with Section 3.02(d).
For purposes of determining the portion of the Principal
Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 in
connection with
any Distribution Date, any reduction in the Principal Distribution
Amount that
is described in any of clauses (II)(A), (B) and/or (C) above that
arises from a
particular Pooled Mortgage Loan will be applied, first as a
reduction of the
portion of the Principal Distribution Amount that is otherwise
attributable to
the Loan Group that includes such Pooled Mortgage Loan (until such
portion, net
of all subtractions pursuant to clauses (II)(A), (B) and (C) above
arising from
Pooled Mortgage Loans in such Loan Group, is equal to zero), and,
then, as a
reduction of the portion of the Principal Distribution Amount that
is otherwise
attributable to the other Loan Group (until such portion, net of
all such
subtractions pursuant to clauses (II)(A), (B) and (C) above arising
from Pooled
Mortgage Loans in such Loan Group and all subtractions pursuant to
this clause,
is equal to zero); and any increase in the Principal Distribution
Amount that is
described in either of clauses (II)(B) and/or (C) above that arises
from a
recovery of a previously reimbursed amount related to a particular
Pooled
Mortgage Loan will be applied, first, if the attributable portion
of the
Principal Distribution Amount for the unrelated Loan Group (that
is, the Loan
Group that does not include such Pooled Mortgage Loan) was
previously reduced on
account of such particular Pooled Mortgage Loan or any other Pooled
Mortgage
Loan in the same Loan Group as such particular Pooled Mortgage
Loan, as an
increase in the portion of the Principal Distribution Amount that
is otherwise
attributable to the Loan Group that does not include such Pooled
Mortgage Loan
(until the cumulative amount of such increases under this clause is
equal to the
cumulative reductions to the attributable portion of the Principal
Distribution
Amount for that Loan Group on account of Pooled Mortgage Loans not
included in
such Loan
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Group), and, then, as an increase in the portion of the Principal
Distribution
Amount that is otherwise attributable to the Loan Group that
includes such
Pooled Mortgage Loan.
With respect to the Final Distribution Date, the "Principal
Distribution Amount" shall equal the aggregate Stated Principal
Balance of the
entire Mortgage Pool outstanding immediately prior to the Final
Distribution
Date.
In no event shall any portion of any Excess Liquidation Proceeds
constitute a portion of the Principal Distribution Amount for any
Distribution
Date.
"Principal Prepayment": Any payment of principal made by the
Borrower
on a Mortgage Loan which is received in advance of its scheduled
Due Date and
that is not accompanied by an amount of interest (without regard to
any
Prepayment Premium, Yield Maintenance Charge and/or Post-ARD
Additional Interest
that may have been collected) representing scheduled interest due
on any date or
dates in any month or months subsequent to the month of prepayment.
"Private Placement Memorandum": The final Private Placement
Memorandum
dated September 13, 2006, relating to certain classes of the
Non-Registered
Certificates delivered by the Depositor to Bear, Stearns & Co.
Inc. and Morgan
Stanley & Co. Incorporated as of the Closing Date.
"Privileged Person": Any of the following: a party to this
Agreement,
an Underwriter, a Pooled Mortgage Loan Seller, the Controlling
Class
Representative, a Rating Agency, a designee of the Depositor, a
Certificateholder and any Person who certifies to the Certificate
Administrator
in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as
applicable (which
form shall also be located on, and may be submitted electronically
via, the
Certificate Administrator's internet website), that such Person is
either a
Certificate Owner or a prospective purchaser of a Certificate or
any interest
therein.
"Prospectus": The Base Prospectus and the Prospectus Supplement,
together.
"Prospectus Supplement": That certain prospectus supplement dated
September 13, 2006, relating to the Registered Certificates, that
is a
supplement to the Base Prospectus.
"PTCE": Prohibited Transaction Class Exemption.
"PTE": Prohibited Transaction Exemption.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Price": With respect to any Pooled Mortgage Loan (or REO
Property), a cash price equal to the aggregate of (a) the
outstanding principal
balance of such Pooled Mortgage Loan (or the related REO Pooled
Mortgage Loan)
as of the date of purchase, (b) all accrued and unpaid interest on
such Pooled
Mortgage Loan (or the related REO Pooled Mortgage Loan) at the
related Mortgage
Rate (in the case of a Non-Trust-Serviced Pooled Mortgage Loan, net
of the rate
at which master or similar servicing and administrative fees
payable under the
related Non-Trust Servicing Agreement accrue) to, but not
including, the Due
Date occurring in the Collection Period (or, in the case of any
Pooled Mortgage
Loan for which the Due Date occurs on a day other than the first
day of each
month, the Due Date occurring in the month in which such Collection
Period ends)
during which the applicable purchase or repurchase occurs
(exclusive, however,
of any portion of such accrued but unpaid interest that represents
Default
Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment
Date, Additional Interest), (c) all related unreimbursed Servicing
Advances
(together with Unliquidated Advances in respect of prior Servicing
Advances) and
all related Servicing Advances (without duplication with
Unliquidated Advances
described in the immediately preceding parenthetical clause) that
were
previously reimbursed out of collections on other Pooled Mortgage
Loans and/or
REO Properties relating to other Pooled Mortgage Loans, if any, (d)
all accrued
and unpaid Advance Interest with respect to any related Advances,
and (e) solely
in the case of a purchase, repurchase or substitution, as
applicable, by a
Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage
Loan
Purchase Agreement, (i) to the extent not otherwise included in the
amount
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described in clause (d) of this definition, any unpaid Special
Servicing Fees
and other outstanding Additional Trust Fund Expenses with respect
to such Pooled
Mortgage Loan (or REO Property) and (ii) to the extent not
otherwise included in
the amount described in clause (c) or clause (e) of this
definition, any costs
and expenses incurred by a Master Servicer, a Special Servicer, the
Trustee or
an agent of any of them (on behalf of the Trust) in enforcing the
obligation, if
any, of a Pooled Mortgage Loan Seller to repurchase or replace such
Mortgage
Loan or REO Property.
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with
at least five years of experience in respect of the relevant
geographic location
and property type.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities Act.
"Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction.
"Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.
"Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Pooled Mortgage Loan as contemplated by
Section 2.03,
any other mortgage loan which, on the date of substitution: (i) has
an
outstanding Stated Principal Balance, after application of all
scheduled
payments of principal and interest due during or prior to the month
of
substitution, not in excess of the Stated Principal Balance of the
Defective
Pooled Mortgage Loan as of the Due Date in the calendar month
during which the
substitution occurs; (ii) has a fixed Mortgage Rate that is not
less than, and
not more than one percentage point in excess of, the Mortgage Rate
of the
Defective Pooled Mortgage Loan; (iii) has the same monthly Due Date
as, and a
grace period for delinquent Monthly Payments that is no longer
than, the Due
Date and grace period, respectively, of the Defective Pooled
Mortgage Loan; (iv)
accrues interest on the same Interest Accrual Basis as the
Defective Pooled
Mortgage Loan; (v) has a remaining term to stated maturity not
greater than, and
not more than one year less than, that of the Defective Pooled
Mortgage Loan,
(vi) has a Stated Maturity Date not later than two years prior to
the Rated
Final Distribution Date; (vii) has a then current loan-to-value
ratio not higher
than, and a then current debt service coverage ratio not lower
than, the
loan-to-value ratio and debt service coverage ratio, respectively,
of the
Defective Pooled Mortgage Loan as of the Closing Date; (viii) has
comparable
prepayment restrictions to those of the Defective Pooled Mortgage
Loan; (ix)
will comply, as of the date of substitution, with all of the
representations
relating to the Defective Pooled Mortgage Loan set forth in or made
pursuant to
the related Pooled Mortgage Loan Purchase Agreement; (x) has a
Phase I
Environmental Assessment relating to the related Mortgaged Property
in its
Servicing File, which Phase I Environmental Assessment will
evidence that there
is no material adverse environmental condition or circumstance at
the related
Mortgaged Property for which further remedial action may be
required under
applicable law; and (xi) constitutes a "qualified replacement
mortgage" within
the meaning of Section 860G(a)(4) of the Code (as evidenced by an
Opinion of
Counsel provided by the related Pooled Mortgage Loan Seller at its
expense);
provided, however, that if more than one mortgage loan is to be
substituted for
any Defective Pooled Mortgage Loan, then all such proposed
Replacement Pooled
Mortgage Loans shall, in the aggregate, satisfy the requirement
specified in
clause (i) of this definition and have a weighted average remaining
term to
stated maturity that satisfies the condition described in clause
(v) above and
each such proposed Replacement Pooled Mortgage Loan shall,
individually, satisfy
each of the requirements specified in clauses (ii) through (iv) and
clauses (vi)
through (xi) of this definition; and provided, further, that no
mortgage loan
shall be substituted for a Defective Pooled Mortgage Loan unless
(a) such
prospective Replacement Pooled Mortgage Loan shall be acceptable to
the
Controlling Class Representative (or, if there is no Controlling
Class
Representative then serving, to the Holders of Certificates
representing a
majority of the Voting Rights allocated to the Controlling Class),
in its (or
their) sole discretion, (b) each Rating Agency for the Rated
Certificates shall
have confirmed in writing to the Trustee that such substitution
will not in and
of itself result in an Adverse Rating Event with respect to any
Class of Rated
Certificates (such written confirmation to be obtained by the
related Pooled
Mortgage Loan Seller effecting the substitution) and (c) the
related Pooled
Mortgage Loan Seller (at its
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expense) has delivered or caused to have been delivered to the
Trustee an
Opinion of Counsel to the effect that the substitution of such
mortgage loan
would not result in an Adverse REMIC Event with respect to any
REMIC Pool. When
a Qualifying Substitute Mortgage Loan is substituted for a
Defective Pooled
Mortgage Loan, the applicable Pooled 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 Certificate": Any of the Certificates to which a rating has
been assigned by a Rating Agency at the request of the Depositor.
"Rated Final Distribution Date": With respect to each Class of
Rated
Certificates, the Distribution Date in September 2041.
"Rating Agency": With respect to (i) any Class of Rated
Certificates,
each of S&P and Fitch, and (ii) any provision of this Agreement
relating to any
Serviced Non-Pooled Mortgage Loan in which any Non-Pooled Pari
Passu Companion
Loan Securities evidence interests or by which they are otherwise
backed or
secured, each rating agency then rating any related class of such
Non-Pooled
Pari Passu Companion Loan Securities or its respective successors
in interest.
"Realized Loss": With respect to:
(1) each Pooled Mortgage Loan as to which a Final Recovery
Determination has been made (or any related successor REO Pooled
Mortgage
Loan as to which a Final Recovery Determination has been made as to
the
related REO Property), and with respect to each Pooled Mortgage
Loan that
is a Corrected Mortgage Loan on which all amounts have been fully
paid
under the terms of such Corrected Mortgage Loan (as it may have
been
modified), an amount (not less than zero) equal to the excess, if
any, of
(a) the sum of (i) the unpaid principal balance of such Pooled
Mortgage
Loan or REO Pooled Mortgage Loan, as the case may be, as of the
commencement of the Collection Period in which the Final Recovery
Determination was made or the final payment was made, as the case
may be,
plus (ii) without taking into account the amount described in
subclause
(1)(b) of this definition, all accrued but unpaid interest
(exclusive,
however, of any portion of such accrued but unpaid interest that
represents
Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Additional Interest) on such Pooled
Mortgage
Loan or such REO Pooled Mortgage Loan, as the case may be, to but
not
including the Due Date in the Collection Period in which the Final
Recovery
Determination was made or such final payment was made, as the case
may be,
plus (iii) without duplication with amounts included under another
subclause above, all related unreimbursed Servicing Advances
(together with
Unliquidated Advances in respect of prior Servicing Advances) and
unpaid
Liquidation Expenses, plus (iv) the amount of any and all related
Special
Servicing Fees, Liquidation Fees and/or Workout Fees with respect
to such
Mortgage Loan or successor REO Mortgage Loan, to the extent not
previously
reflected as Realized Loss with respect to such Mortgage Loan or
successor
REO Mortgage Loan, over (b) all payments and proceeds, if any,
Received by
the Trust in respect of such Pooled Mortgage Loan or, to the extent
allocable to such REO Pooled Mortgage Loan, the related REO
Property, as
the case may be, during the Collection Period in which such Final
Recovery
Determination was made or such final payment was made, as the case
may be;
(2) each Pooled Mortgage Loan as to which any portion of the
principal or previously accrued interest payable thereunder or any
Unliquidated Advance was canceled in connection with a bankruptcy
or
similar proceeding involving the related Borrower or a
modification,
extension, waiver or amendment of such Mortgage Loan granted or
agreed to
by the applicable Master Servicer or the applicable Special
Servicer
pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced
Pooled
Mortgage Loan, by the related Non-Trust Master Servicer or the
related
Non-Trust Special Servicer pursuant to the related Non-Trust
Servicing
Agreement), the amount of such principal and/or interest (other
than
Default Interest and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Additional Interest) or Unliquidated
Advance so
canceled; and
(3) each Pooled Mortgage Loan as to which the Mortgage Rate
thereon has been permanently reduced and not recaptured for any
period in
connection with a bankruptcy or similar proceeding
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involving the related Borrower or a modification, extension, waiver
or
amendment of such Pooled Mortgage Loan granted or agreed to by the
applicable Master Servicer or the applicable Special Servicer
pursuant to
Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan,
by the related Non-Trust Master Servicer or the related Non-Trust
Special
Servicer pursuant to the related Non-Trust Servicing Agreement),
the amount
of the consequent reduction in the interest portion of each
successive
Monthly Payment due thereon (on the related Due Date for the
affected
Monthly Payment).
Notwithstanding the foregoing, any allocation of any Realized Loss
to
any REMIC I Regular Interest, any REMIC II Regular Interest or any
Class of
Principal Balance Certificates, as the case may be, may occur (i)
in the case of
any amount described in clause (1) or clause (2) above, solely
pursuant to, in
accordance with and to the extent provided by the combination of
(x) the
accounting for such amount that occurs under the definition of
"Stated Principal
Balance" and (y) the operation of Section 4.04 of this Agreement
and (ii) in the
case of any amount described in clause (3) above, solely pursuant
to, in
accordance with and to the extent provided by the operation of
Section 4.04 of
this Agreement.
"Received by the Trust": In the case of: (a) a Non-Trust-Serviced
Pooled Mortgage Loan or any REO Property related thereto, received
by the
Trustee (or the applicable Master Servicer on behalf of the
Trustee), as holder
of the Mortgage Note for such Non-Trust-Serviced Pooled Mortgage
Loan, on behalf
of the Trust; and (b) any Serviced Mortgage Loan or related REO
Property,
received by a Master Servicer (or any Sub-Servicer thereof), a
Special Servicer
(or any Sub-Servicer thereof) or the Trustee, as the case may be,
on behalf of
the Trust and/or, in connection with a Serviced Mortgage Loan
Group, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s).
"Record Date": With respect to any Distribution Date and each Class
of
Certificates, the last Business Day of the month immediately
preceding the month
in which such Distribution Date occurs.
"Reference Rate": With respect to any Interest Accrual Period, the
applicable rate per annum set forth on the schedule attached hereto
as Schedule
IV.
"Registered Certificate": Any Certificate that has been the subject
of
registration under the Securities Act. As of the Closing Date, the
Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M
and Class A-J
Certificates constitute Registered Certificates.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may
be amended
from time to time, and subject to such clarification and
interpretation as have
been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506
- 1,631
(January 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 S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, a single global Certificate, or
multiple
global Certificates collectively, in definitive, fully registered
form without
interest coupon, each of which Certificates bears a Regulation S
Legend.
"Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United
States in
reliance on Regulation S, a legend generally to the effect that
such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
Release Date
except pursuant to an exemption from the registration requirements
of the
Securities Act.
"Reimbursement Rate": The rate per annum applicable to the accrual
of
Advance Interest, which rate per annum is equal to the "prime rate"
published in
the "Money Rates" section of The Wall Street Journal, as such
"prime rate" may
change from time to time. If The Wall Street Journal ceases to
publish the
"prime rate", then the Trustee, in its
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sole discretion, shall select an equivalent publication that
publishes such
"prime rate"; and if such "prime rate" is no longer generally
published or is
limited, regulated or administered by a governmental or
quasi-governmental body,
then the Trustee shall select a comparable interest rate index. In
either case,
such selection shall be made by the Trustee in its sole discretion
and the
Trustee shall notify the Master Servicers and the Special Servicers
in writing
of its selection.
"Release Date": The date that is 40 days following the later of (i)
the Closing Date and (ii) the commencement of the initial offering
of the
Non-Registered Certificates in reliance on Regulation S.
"Relevant Servicing Criteria" means the Servicing Criteria
applicable
to each Reporting Servicer (as set forth, with respect to each
Master Servicer,
the Special Servicer, each Primary Servicer, the Certificate
Administrator and
the Trustee, on Schedule VIII 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, a Master Servicer, the Special Servicer, a
Primary
Servicer, the Certificate Administrator or any Sub-Servicer, the
term "Relevant
Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria
applicable to the Trustee, a Master Servicer, the Special Servicer,
a Primary
Servicer, the Certificate Administrator or such Sub-Servicer.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860A through G of the Code.
"REMIC I": The segregated pool of assets designated as such in
Section
2.12(a).
"REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and, in
each such
case, designated as a "regular interest" (within the meaning of
Section
860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests
have the
designations and terms provided for in Section 2.12.
"REMIC I Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC I Regular Interest during any
Interest Accrual
Period, as set forth in or otherwise calculated in accordance with
Section
2.12(f).
"REMIC I Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in
REMIC I
issued pursuant to this Agreement.
"REMIC II": The segregated pool of assets designated as such in
Section 2.14(a).
"REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in
each such
case, designated as a "regular interest" (within the meaning of
Section
860G(a)(1) of the Code) in REMIC II. The REMIC II Regular Interests
have the
designations provided for in the Preliminary Statement hereto. The
REMIC II
Regular Interests have the terms provided for in Section 2.14.
"REMIC II Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC II Regular Interest during any
Interest Accrual
Period, as set forth in or otherwise calculated in accordance with
Section
2.14(f).
"REMIC II Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in
REMIC II
issued pursuant to this Agreement.
"REMIC III": The segregated pool of assets designated as such in
Section 2.16(a).
"REMIC III Certificate": Any of the Interest Only Certificates and
the
Principal Balance Certificates. The REMIC III Certificates have the
terms
provided for in Section 2.16.
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"REMIC III Component": Any of the separate beneficial ownership
interests in REMIC III issued hereunder, evidenced by a Class of
Interest Only
Certificates. The REMIC III Components have the designations
provided for in the
Preliminary Statement hereto. The REMIC III Components have the
terms provided
for in Section 2.16.
"REMIC III Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in
REMIC III
issued pursuant to this Agreement.
"REMIC Pool": Any of REMIC I, REMIC II or REMIC III.
"REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and proposed, temporary and final Treasury regulations
and any
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created
and
maintained by a Special Servicer, pursuant to and for the benefit
of the Persons
specified in Section 3.16(b), which shall be entitled (i) in the
case of the
General Special Servicer, "LNR Partners, Inc. [or the name of any
successor
Special Servicer], as General Special Servicer, on behalf of
LaSalle Bank
National Association [or the name of any successor Trustee], as
Trustee, in
trust for the registered holders of Bear Stearns Commercial
Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-PWR13, and if
the account is established for the deposit of funds received in
respect of one
or more REO Properties related to any Serviced Mortgage Loan Group
for which it
is the applicable Special Servicer for the owners of the applicable
Serviced
Non-Pooled Mortgage Loans, as their interests may appear, REO
Account"; and (ii)
in the case of any Loan-Specific Special Servicer, "[name of
special servicer],
as Special Servicer, on behalf of LaSalle Bank National Association
[or the name
of any successor Trustee], as Trustee, in trust for the registered
holders of
the Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage
Pass-Through Certificates, Series 2006-PWR13, and for the owner of
the [name of
loan] Non-Pooled Subordinate Loan, REO Account".
"REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 (or, in the case of any REO Property related to a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related
Non-Trust
Servicing Agreement).
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18 (or, in the case of any REO Property
related to a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related
Non-Trust
Servicing Agreement).
"REO Extension": As defined in Section 3.16(a).
"REO Mortgage Loan": The successor mortgage loan to a Mortgage Loan
(including those deemed to be outstanding with respect to a
Serviced Non-Pooled
Mortgage Loan or a Non-Trust-Serviced Pooled Mortgage Loan), which
successor
mortgage loan is deemed for purposes hereof to be outstanding with
respect to
each REO Property. Each REO Mortgage Loan shall be deemed to
provide for monthly
payments of principal and/or interest equal to its Assumed Monthly
Payment and
otherwise to have the same terms and conditions as its predecessor
Mortgage Loan
(such terms and conditions to be applied without regard to the
default on such
predecessor Mortgage Loan and the acquisition of the related REO
Property on
behalf of the Trust or, if applicable, in the case of any REO
Property related
to any Mortgage Loan Group, on behalf of the Trust and the
respective holders of
the related Non-Pooled Mortgage Loan(s)). Each REO Mortgage Loan
shall be deemed
to have an initial unpaid principal balance and Stated Principal
Balance equal
to the unpaid principal balance and Stated Principal Balance,
respectively, of
its predecessor Mortgage Loan as of the date of the related REO
Acquisition. All
Monthly Payments (other than a Balloon Payment), Assumed Monthly
Payments (in
the
-60-
case of a Balloon Mortgage Loan delinquent in respect of its
Balloon Payment)
and other amounts due and owing, or deemed to be due and owing, in
respect of
the predecessor Mortgage Loan as of the date of the related REO
Acquisition,
shall be deemed to continue to be due and owing in respect of an
REO Mortgage
Loan. In addition, all amounts payable or reimbursable to the
applicable Master
Servicer, the applicable Special Servicer or the Trustee in respect
of the
predecessor Mortgage Loan as of the date of the related REO
Acquisition,
including any unpaid or unreimbursed Master Servicing Fees, Special
Servicing
Fees and Advances (together with Unliquidated Advances in respect
of prior
Advances), together with any related unpaid Advance Interest on
such Advances
(other than Unliquidated Advances), shall continue to be payable or
reimbursable
in the same priority and manner pursuant to Section 3.05(a) to the
applicable
Master Servicer, the applicable Special Servicer, the Trustee or
the Trust, as
the case may be, in respect of an REO Mortgage Loan.
"REO Pooled Mortgage Loan": An REO Mortgage Loan that relates to a
predecessor Pooled Mortgage Loan.
"REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (and,
in the case
of each such Mortgaged Property relating to a Serviced Mortgage
Loan Group, also
on behalf of the related Serviced Non-Pooled Mortgage Loan
Noteholder(s))
through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in
accordance with applicable law in connection with the default or
imminent
default of a Mortgage Loan; provided that a Mortgaged Property that
secures a
Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO
Property if and
when it is acquired under the related Non-Trust Servicing Agreement
for the
benefit of the Trustee as the holder of such Non-Trust-Serviced
Pooled Mortgage
Loan and of the holder of the related Non-Pooled Pari Passu
Companion Loan
through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in
accordance with applicable law in connection with a default or
imminent default
of such Non-Trust-Serviced Pooled Mortgage Loan.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property, other than
any income,
profits or proceeds derived from the REO Disposition of such REO
Property.
"REO Tax": As defined in Section 3.17(a).
"Replacement Pooled Mortgage Loan": Any Qualifying Substitute
Mortgage
Loan that is substituted by a Pooled Mortgage Loan Seller for a
Defective Pooled
Mortgage Loan as contemplated by Section 2.03.
"Reportable Event": As defined in Section 11.09.
"Reporting Servicer": Each Master Servicer, the Special Servicer
and
any Servicing Function Participant (including the Primary
Servicers, the
Certificate Administrator, the Trustee and each Sub-Servicer), as
the case may
be.
"Request for Release": A request signed by a Servicing Officer of,
as
applicable, a Master Servicer in the form of Exhibit C-1 attached
hereto or a
Special Servicer in the form of Exhibit C-2 attached hereto.
"Required Appraisal Loan": As defined in Section 3.19(a).
"Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to (i) in the
case of
fidelity bond coverage provided by such insurance carrier, "A-" by
Fitch and
"A-" by S&P, (ii) in the case of a policy or policies of
insurance issued by
such insurance carrier covering loss occasioned by the errors and
omissions of
officers and employees, "A-" by Fitch and "A-" by S&P, and
(iii) in the case of
any other insurance coverage provided by such insurance carrier,
"A-" by Fitch
and "A-" by S & P; provided, however, that (A) an insurance
carrier shall be
deemed to have the applicable claims-paying ability ratings set
forth above if
the obligations of such insurance carrier under the related
insurance policy are
guaranteed or backed in writing by an entity that has long-term
unsecured debt
obligations that are rated not lower than the ratings set forth
above or
claims-paying ability ratings that are
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not lower than the ratings set forth above; and (B) an insurance
carrier shall
be deemed to have the applicable claims-paying ability ratings set
forth above
if the Rating Agency whose rating requirement set forth in clause
(i) or (ii),
as applicable, of this definition has not been met has confirmed in
writing that
such insurance carrier would not result in an Adverse Rating Event
with respect
to any Class of Rated Certificates (and, if the insurance carrier
is an issuer
of an insurance policy relating to a Serviced Mortgage Loan Group
or one or more
Mortgaged Properties that secured such Serviced Mortgage Loan
Group, as
applicable, the related Serviced Mortgage Loan Group Controlling
Party has
confirmed in writing that such insurance carrier is acceptable to
such Serviced
Mortgage Loan Group Controlling Party), unless (with respect to
policies
maintained by Borrowers) a higher claims-paying ability rating is
required under
any of the Mortgage Loan Documents. In connection with insurance
coverage
related to one or more of the PCF Pooled Mortgage Loans or PCFII
Pooled Mortgage
Loans or to the obligations of the applicable Master Servicer (or a
Primary
Servicer serving on its behalf) with respect to one or more PCF
Pooled Mortgage
Loans or PCFII Pooled Mortgage Loans, insurance carried through
Lloyd's of
London shall be deemed to have been issued by an insurer with the
Required
Claims-Paying Ratings, so long as Lloyd's of London has a financial
strength
rating of not less than "A-" by each of S&P and A.M. Best.
"Reserve Account": Any of the accounts established and maintained
pursuant to Section 3.03(d).
"Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Borrower to be held in escrow by or on
behalf of the
mortgagee representing: (i) reserves for repairs, replacements,
capital
improvements and/or environmental testing and remediation with
respect to the
related Mortgaged Property; (ii) reserves for tenant improvements
and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be
applied as a
Principal Prepayment on such Mortgage Loan or held as Additional
Collateral in
the event that certain leasing or other economic criteria in
respect of the
related Mortgaged Property are not met.
"Resolution Extension Period": As defined in Section 2.03(b).
"Responsible Officer": When used (a) with respect to the
Certificate
Administrator, any Vice President, any Trust Officer, any Assistant
Secretary or
any other officer of the Certificate Administrator customarily
performing
functions similar to those performed by any of the above designated
officers and
having direct responsibility for the administration of this
Agreement; and (b)
with respect to the Trustee, any Vice President or Trust Officer
thereof.
"Restricted Servicer Reports": Each of the CMSA Servicer Watch
List,
the CMSA Operating Statement Analysis Report, the CMSA NOI
Adjustment Worksheet,
the CMSA Financial File, the CMSA Property File and the CMSA
Comparative
Financial Status Report.
"RLJ Hotel Portfolio Intercreditor Agreement": The intercreditor
and
servicing agreement, dated as of June 14, 2006, between Wachovia
Bank, National
Association, as initial lead lender, Merrill Lynch Mortgage
Lending, Inc., as
initial A-2 lender, Morgan Stanley Mortgage Capital Inc., as
initial A-3 lender,
and Wells Fargo Bank, National Association, as initial A-4 lender.
"RLJ Hotel Portfolio Loan Group": The RLJ Hotel Portfolio Pooled
Mortgage Loan and the RLJ Hotel Portfolio Non-Pooled Pari Passu
Companion Loans,
together.
"RLJ Hotel Portfolio Mortgaged Properties": The Mortgaged
Properties
collectively identified on the Mortgage Loan Schedule as "RLJ Hotel
Portfolio".
"RLJ Hotel Portfolio Non-Pooled Pari Passu Companion Loans": The
loans
in the aggregate original principal amount of $429,504,870 that are
secured by
the same mortgage instrument encumbering the RLJ Hotel Portfolio
Mortgaged
Properties as the RLJ Hotel Portfolio Pooled Mortgage Loan and are
pari passu in
right of payment with the RLJ Hotel Portfolio Pooled Mortgage Loan.
The RLJ
Hotel Portfolio Non-Pooled Pari Passu Companion Loans are not
"Pooled Mortgage
Loans" or part of the Trust Fund, any REMIC Pool or either Grantor
Trust Pool.
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"RLJ Hotel Portfolio Pooled Mortgage Loan" means the pooled
mortgage
loan in the original principal amount of $75,044,000 secured by the
RLJ Hotel
Portfolio Mortgaged Properties.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global
Certificate, or multiple
global Certificates collectively, registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP
number and
does not bear a Regulation S Legend.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc. or its successor in interest. If
neither such rating
agency nor any successor remains in existence, "S&P" shall be
deemed to refer to
such other nationally recognized statistical rating agency or other
comparable
Person designated by the Depositor, notice of which designation
shall be given
to the other parties hereto, and specific ratings of Standard &
Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall
be deemed to refer to the equivalent ratings of the party so
designated.
References herein to "applicable rating category" (other than such
references to
"highest applicable rating category") shall, in the case of
S&P, be deemed to
refer to such applicable rating category of S&P, without regard
to any plus or
minus or other comparable rating qualification.
"Sarbanes-Oxley Certification": As defined in Section 11.08.
"Savannah Apartments Intercreditor Agreement": That certain
Co-Lender
Agreement, dated as of July 25, 2006, by and between WFB, as
initial A note
holder, and WFB, as initial B note holder, relating to certain
mortgage loans
secured by the Savannah Apartments Mortgaged Property.
"Savannah Apartments Loan Group": Collectively, the Savannah
Apartments Pooled Mortgage Loan and the Savannah Apartments
Non-Pooled
Subordinate Loan (including any successor REO Mortgage Loans with
respect to
such loans).
"Savannah Apartments Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as "Savannah
Apartments".
"Savannah Apartments Non-Pooled Subordinate Loan": The mortgage
loan,
with an original principal balance of $375,000 that is secured by
the same
Mortgage encumbering the Savannah Apartments Mortgaged Property as
the Savannah
Apartments Pooled Mortgage Loan and is subordinate in right of
payment to the
Savannah Apartments Pooled Mortgage Loan. The Savannah Apartments
Non-Pooled
Subordinate Loan is not a "Pooled Mortgage Loan" or part of the
Trust Fund, any
REMIC Pool or any Grantor Trust Pool.
"Savannah Apartments Non-Pooled Subordinate Noteholder": The holder
or
holders of the related Mortgage Note evidencing the Savannah
Apartments
Non-Pooled Subordinate Loan.
"Savannah Apartments Pooled Mortgage Loan": The Pooled Mortgage
Loan
in the original principal amount of $5,950,000 that is secured by
the Mortgage
encumbering the Savannah Apartments Mortgaged Property.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any
security
agreement, chattel mortgage or similar document or instrument
creating in favor
of the holder of such Mortgage a security interest in the personal
property
constituting security for repayment of such Mortgage Loan.
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Pooled 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 subject to the disclosure requirements
set forth in
Item 1108 of Regulation AB. For clarification
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purposes, any uncapitalized occurrence of this term shall have the
meaning
commonly understood by participants in the commercial
mortgage-backed market.
"Serviced Mortgage Loan": Any Mortgage Loan (including a Specially
Serviced Mortgage Loan, but excluding an REO Mortgage Loan) other
than a
Non-Trust-Serviced Pooled Mortgage Loan (and any Non-Pooled
Mortgage Loan that
is related to such Non-Trust-Serviced Pooled Mortgage Loan).
"Serviced Mortgage Loan Group": Each group of mortgage loans (if
any)
that is part of a split loan structure that is principally serviced
and
administered under this Agreement as identified in the Preliminary
Statement
hereto.
"Serviced Mortgage Loan Group Controlling Party": In connection
with a
Serviced Mortgage Loan Group that includes one or more Serviced
Non-Pooled
Subordinate Loans, the holder(s) of the related Mortgage Loans that
constitute
the "controlling lender" or "directing lender", or are otherwise
designated as
the noteholders whose consent or consultation is required as a
condition to
various actions proposed to be taken by the servicer of such
Mortgage Loan
Group, if and as contemplated by the related Mortgage Loan Group
Intercreditor
Agreement. Such holders are the Mansfield Village Square
Controlling Party and
the Sheldon Apartments Controlling Party. For purposes of this
Agreement, there
is no Serviced Mortgage Loan Group Controlling Party for the
Savannah Apartments
Mortgage Loan Group but this statement shall not be construed to
limit the
rights of the Savannah Apartments Non-Pooled Subordinate Noteholder
under the
related Mortgage Loan Group Intercreditor Agreement.
"Serviced Non-Pooled Mortgage Loan": Each of the mortgage loans (if
any), other than a Pooled Mortgage Loan, that is part of a split
loan structure
that is principally serviced and administered under this Agreement
as identified
in the Preliminary Statement hereto. For the avoidance of doubt,
only the
Mansfield Village Square Non-Pooled Subordinate Loan, the Sheldon
Palms
Apartments Non-Pooled Mortgage Loan and the Savannah Apartments
Non-Pooled
Subordinate Loan constitute Serviced Non-Pooled Mortgage Loans
hereunder.
"Serviced Non-Pooled Mortgage Loan Noteholder": The holder of any
Serviced Non-Pooled Mortgage Loan.
"Serviced Non-Pooled Pari Passu Companion Loan": Each of the
mortgage
loans (if any), other than a Pooled Mortgage Loan, that is part of
a Serviced
Mortgage Loan Group, is secured by the same Mortgage encumbering a
Pooled
Mortgage Loan and is pari passu in right of payment with that
Pooled Mortgage
Loan. The Serviced Non-Pooled Pari Passu Companion Loans are not
"Pooled
Mortgage Loans" or part of the Trust Fund, any REMIC Pool or any
Grantor Trust
Pool. For the avoidance of doubt, no Mortgage Loan constitutes a
Serviced
Non-Pooled Pari Passu Companion Loan hereunder.
"Serviced Non-Pooled Pari Passu Companion Loan Noteholder": The
holder
of a Serviced Non-Pooled Pari Passu Companion Loan.
"Serviced Non-Pooled Subordinate Loan": Each of the mortgage loans
(if
any), other than a Pooled Mortgage Loan, that is part of a split
loan structure
that is principally serviced and administered under this Agreement,
is secured
by the same Mortgage encumbering a Pooled Mortgage Loan and is
subordinate in
right of payment with that Pooled Mortgage Loan. The Serviced
Non-Pooled
Subordinate Loans are not "Pooled Mortgage Loans" or part of the
Trust Fund, any
REMIC Pool or any Grantor Trust Pool. For the avoidance of doubt,
only the
Mansfield Village Square Non-Pooled Subordinate Loan, the Sheldon
Palms
Apartments Non-Pooled Mortgage Loan and the Savannah Apartments
Non-Pooled
Subordinate Loan constitute Serviced Non-Pooled Subordinate Loans
hereunder.
"Serviced Non-Pooled Subordinate Noteholder": The holder of a
Serviced
Non-Pooled Subordinate Loan.
"Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan that is a
Serviced Mortgage Loan.
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"Servicer Report Administrator": Wells Fargo Bank, National
Association as a Master Servicer (without regard to the final
sentence of the
definition of "Master Servicer") or any successor thereto appointed
as provided
herein.
"Servicer Report Administrator Fee": With respect to each Pooled
Mortgage Loan and REO Pooled Mortgage Loan, the fee designated as
such and
payable to the Servicer Report Administrator pursuant to Section
8.05(a).
"Servicer Report Administrator Fee Rate": Five ten-thousands of one
percent (0.0005%) per annum.
"Servicing Account": The account or accounts established and
maintained pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including reasonable attorneys'
fees and
expenses, incurred or to be incurred, as the context requires, by
the applicable
Master Servicer or the applicable Special Servicer (or, if
applicable, the
Trustee) in connection with the servicing of a Serviced Mortgage
Loan (or, in
the limited circumstances set forth in Section 3.01(g), in
connection with the
servicing of a Non-Trust-Serviced Pooled Mortgage Loan) as to which
a default,
delinquency or other unanticipated event has occurred or is
imminent, or in
connection with the administration of any Administered REO
Property, including:
(1) any such costs and expenses associated with (a) compliance
with the obligations of the applicable Master Servicer and/or the
applicable Special Servicer set forth in Sections 2.03, 3.03(c) and
3.09,
(b) the preservation, insurance, restoration, protection and
management of
either a Mortgaged Property securing a Serviced Mortgage Loan or an
Administered REO Property, including the cost of any "force placed"
insurance policy purchased by the applicable Master Servicer or the
applicable Special Servicer to the extent such cost is allocable to
a
particular Mortgaged Property that the applicable Master Servicer
or
Special Servicer is required to cause to be insured pursuant to
Section
3.07(a), (c) obtaining any Insurance Proceeds, Condemnation
Proceeds or
Liquidation Proceeds in respect of any such Serviced Mortgage Loan
or any
Administered REO Property, (d) any enforcement or judicial
proceedings with
respect to any such Mortgage Loan, including foreclosures and
similar
proceedings, (e) the operation, management, maintenance and
liquidation of
any Administered REO Property, (f) obtaining any Appraisal required
to be
obtained hereunder, and (g) UCC filings (to the extent that the
costs
thereof are not reimbursed by the related Borrower), and
(2) the reasonable and direct out-of-pocket travel expenses
incurred by the applicable Special Servicer in connection with
performing
inspections pursuant to Section 3.12(a);
provided that, notwithstanding anything to the contrary, "Servicing
Advances"
shall not include (A) allocable overhead of a Master Servicer, a
Special
Servicer or the Trustee, as the case may be, such as costs for
office space,
office equipment, supplies and related expenses, employee salaries
and related
expenses and similar internal costs and expenses, (B) costs
incurred by or on
behalf of any such party hereto or any Affiliate thereof in
connection with its
purchase of any Mortgage Loan or REO Property pursuant to any
provision of this
Agreement or any intercreditor agreement or similar agreement or
(C) costs or
expenses expressly required under this Agreement to be borne by a
Master
Servicer, a Special Servicer or the Trustee.
"Servicing Advances" shall also include, however, any other
expenditure which is expressly designated as a "Servicing Advance"
herein. All
Emergency Advances made by a Master Servicer at the direction of
the applicable
Special Servicer hereunder shall be considered "Servicing Advances"
for the
purposes hereof.
"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 File": Any documents (other than documents required to
be
part of the related Mortgage File, but including originals or
copies of all
management agreements which are not covered by clause (xvii) of the
definition
of "Mortgage File") that are in the possession or under the control
of, or that
are required (pursuant to the applicable Pooled Mortgage Loan
Purchase
Agreement, this Agreement or otherwise) to be delivered and
actually have been
delivered to, as
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the context may require, the applicable Master Servicer or the
applicable
Special Servicer and relating to the origination and servicing of
any Mortgage
Loan or the administration of any REO Property and reasonably
necessary for the
ongoing administration and/or servicing of the applicable Mortgage
Loan,
including any documents delivered by a Pooled Mortgage Loan Seller
as described
in clause (i) of Section 2.01(f).
"Servicing Function Participant": Any Person, other than a Master
Servicer and the Special Servicer, that, within the meaning of Item
1122 of
Regulation AB, is primarily responsible for performing activities
addressed by
the Servicing Criteria, unless such Person's activities relate only
to 5% or
less of the Pooled Mortgage Loans (based on their Stated Principal
Balance). For
clarification purposes, the Trustee, the Primary Servicers and the
Certificate
Administrators are each a Servicing Function Participant.
"Servicing Officer": Any officer or employee of a Master Servicer
or a
Special Servicer involved in, or responsible for, the
administration and
servicing of Mortgage Loans, whose name and specimen signature
appear on a list
of servicing officers furnished by such party to the Certificate
Administrator,
the Trustee and the Depositor on the Closing Date, as such list may
thereafter
be amended from time to time by such Master Servicer or such
Special Servicer,
as the case may be.
"Servicing Released Bid": As defined in Section 7.01(c).
"Servicing Retained Bid": As defined in Section 7.01(c).
"Servicing Return Date": With respect to any Corrected Mortgage
Loan,
the date that servicing thereof is returned by the Special Servicer
to the
applicable Master Servicer pursuant to Section 3.21(a).
"Servicing Standard": With respect to each of the Master Servicers
and
each of the Special Servicers, to service and administer the
Serviced Mortgage
Loans and any Administered REO Properties that such party is
obligated to
service and administer pursuant to this Agreement in the best
interests and for
the benefit of the Certificateholders (or, in the case of a
Serviced Mortgage
Loan Group, for the benefit of the Certificateholders and the
related Serviced
Non-Pooled Mortgage Loan Noteholders) (as determined by the
applicable Master
Servicer or the applicable Special Servicer, as the case may be, in
its good
faith and reasonable judgment), as a collective whole (it being
understood, in
the case of the Serviced Mortgage Loan Groups containing Non-Pooled
Subordinate
Loans, that the interests of the Non-Pooled Subordinate Noteholders
are junior
promissory notes, subject to the terms and conditions of the
related Mortgage
Loan Group Intercreditor Agreement), in accordance with applicable
law and the
terms of this Agreement, and the respective Mortgage Loans
(including, with
respect to a Serviced Mortgage Loan Group, the related Mortgage
Loan Group
Intercreditor Agreement, as applicable) and, to the extent
consistent with the
foregoing, in accordance with the following standards:
(a) with the same care, skill, prudence and diligence as it
services and administers comparable mortgage loans and manages real
properties on behalf of third parties or on behalf of itself,
whichever is
the higher standard with respect to mortgage loans and REO
properties that
are comparable to those for which it is responsible hereunder,
giving due
consideration to customary and usual standards of practice utilized
by
prudent institutional commercial mortgage loan servicers under
comparable
circumstances;
(b) with a view to: (i) in the case of a Master Servicer, the
timely collection of all scheduled payments of principal and
interest,
including Balloon Payments, under the Serviced Mortgage Loans and
the full
collection of all Prepayment Premiums and Yield Maintenance Charges
that
may become payable under the Serviced Mortgage Loans, and (ii) in
the case
of the applicable Special Servicer and any Serviced Mortgage Loan
that is
(A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage
Loan as
to which the related Mortgaged Property has become an Administered
REO
Property, the maximization of recovery on such Mortgage Loan to the
Certificateholders (or, in the case of a Serviced Mortgage Loan
Group, to
the Certificateholders and the related Serviced Non-Pooled Mortgage
Loan
Noteholders, as applicable), as a collective whole (it being
understood, in
the case of the Serviced Mortgage Loan Groups containing Non-Pooled
Subordinate Loans, that
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the interests of the Non-Pooled Subordinate Noteholders are junior
promissory notes, subject to the terms and conditions of the
related
Mortgage Loan Group Intercreditor Agreement), of principal and
interest,
including Balloon Payments, on a present value basis (the relevant
discounting of anticipated collections that will be distributable
to the
Certificateholders (or, in the case of a Serviced Mortgage Loan
Group, to
the Certificateholders and the related Serviced Non-Pooled Mortgage
Loan
Noteholders, as applicable), as a collective whole, to be performed
at a
rate determined by the applicable Special Servicer but in no event
less
than the related Net Mortgage Rate (or, in the case of a Serviced
Mortgage
Loan Group, less than the weighted average of the Net Mortgage
Rates for
the Mortgage Loans in such Serviced Mortgage Loan Group)); and
(c) without regard to (i) any known relationship that the
applicable Master Servicer or the applicable Special Servicer, as
the case
may be, or any of its Affiliates may have with a related Borrower,
a
Mortgage Loan Seller or any other party to this Agreement, (ii) the
ownership of any Certificate or any interest in any other Mortgage
Loan in
a Mortgage Loan Group by the applicable Master Servicer or the
applicable
Special Servicer, as the case may be, or any of its Affiliates,
(iii) the
obligation of the applicable Master Servicer to make Advances or
otherwise
to incur servicing expenses with respect to any Serviced Mortgage
Loan or
Administered REO Property (or, if applicable, to make P&I
Advances or (to
the limited extent set forth herein) Servicing Advances with
respect to a
Non-Trust-Serviced Pooled Mortgage Loan), (iv) the obligation of
the
applicable Special Servicer to make, or direct the applicable
Master
Servicer to make, Servicing Advances (including Emergency Advances)
or
otherwise to incur servicing expenses with respect to any Serviced
Mortgage
Loan or Administered REO Property, (v) the right of the applicable
Master
Servicer or the applicable Special Servicer, as the case may be, or
any of
its Affiliates to receive reimbursement of costs, or the
sufficiency of any
compensation payable to it, hereunder or with respect to any
particular
transaction, (vi) any ownership, servicing and/or management by the
applicable Master Servicer or the applicable Special Servicer, as
the case
may be, or any of its Affiliates, of any other mortgage loans or
real
property, (vii) the ownership by the applicable Master Servicer or
the
applicable Special Servicer, as the case may be, or any of its
Affiliates
of any other debt owed by, or secured by ownership interests in,
any of the
Borrowers or any Affiliate of a Borrower, and (viii) the
obligations of the
applicable Master Servicer or the applicable Special Servicer, as
the case
may be, or any of its Affiliates to repurchase any Pooled Mortgage
Loan
from the Trust Fund, or to indemnify the Trust Fund, in any event
as a
result of a Material Breach or a Material Document Defect;
provided that the foregoing standards shall apply with respect to a
Non-Trust-Serviced Pooled Mortgage Loan and any related REO
Property only to the
extent that the applicable Master Servicer or the applicable
Special Servicer
has any express duties or rights to grant consent with respect
thereto pursuant
to this Agreement.
"Servicing Transfer Event": With respect to any Serviced Mortgage
Loan, the occurrence of any of the events described in clauses (a)
through (h)
of the definition of "Specially Serviced Mortgage Loan".
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"Sheldon Palms Apartments Controlling Party": The Sheldon Palms
Apartments Non-Pooled Subordinate Noteholder at any time when a
PCFII Change of
Control Event does not exist with respect to the Sheldon Palms
Apartments Loan
Group or the Controlling Class Representative at any time when a
PCFII Change of
Control Event exists with respect to the Sheldon Palms Apartments
Loan Group.
"Sheldon Palms Apartments Intercreditor Agreement": That certain
Co-Lender Agreement, dated as of July 31, 2006, by and between
Principal Life
Insurance Company, as initial A note holder, and Principal Life
Insurance
Company, as initial B note holder, relating to certain mortgage
loans secured by
the Sheldon Palms Apartments Mortgaged Property.
"Sheldon Palms Apartments Loan Group": Collectively, the Sheldon
Palms
Apartments Pooled Mortgage Loan and the Sheldon Palms Apartments
Non-Pooled
Subordinate Loan (including any successor REO Mortgage Loans with
respect to
such loans).
"Sheldon Palms Apartments Mortgaged Property": The Mortgaged
Property
identified on the Pooled Mortgage Loan Schedule as "Sheldon Palms
Apartments".
"Sheldon Palms Apartments Non-Pooled Subordinate Loan": The
mortgage
loan, with an original principal balance of $500,000 that is
secured by the same
Mortgage encumbering the Sheldon Palms Apartments Mortgaged
Property as the
Sheldon Palms Apartments Pooled Mortgage Loan and is subordinate in
right of
payment to the Sheldon Palms Apartments Pooled Mortgage Loan. The
Sheldon Palms
Apartments Non-Pooled Subordinate Loan is not a "Pooled Mortgage
Loan" or part
of the Trust Fund, any REMIC Pool or any Grantor Trust Pool.
"Sheldon Palms Apartments Non-Pooled Subordinate Noteholder": The
holder or holders of the related Mortgage Note evidencing the
Sheldon Palms
Apartments Non-Pooled Subordinate Loan.
"Sheldon Palms Apartments Pooled Mortgage Loan": The Pooled
Mortgage
Loan in the original principal amount of $13,200,000 that is
secured by the
Mortgage encumbering the Sheldon Palms Apartments Mortgaged
Property.
"Sole Certificateholder(s)": Any Holder or group of Holders, as the
case may be, of 100% of the then outstanding Certificates.
"Special Servicer": Each of the General Special Servicer and each
Loan-Specific Special Servicer, as applicable.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan (other than any REO
Property related to
a Non-Trust-Serviced Pooled Mortgage Loan), the fee designated as
such and
payable to the applicable Special Servicer pursuant to the first
paragraph of
Section 3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced
Mortgage Loan and each REO Mortgage Loan (other than any REO
Property related to
a Non-Trust-Serviced Pooled Mortgage Loan), 0.25% per annum.
"Specially Designated Defaulted Pooled Mortgage Loan": A Pooled
Mortgage Loan that both (A) is a Specially Serviced Mortgage Loan
(or, in the
case of the RLJ Hotel Portfolio Pooled Mortgage Loan, is a
"specially serviced
mortgage loan" within the meaning of the WCMSI 2006-C27 Pooling and
Servicing
Agreement and the applicable Master Servicer has received notice of
such status
from the WCMSI 2006-C27 Master Servicer or the WCMSI 2006-C27
Special Servicer)
and (B) either (i) is delinquent 120 days or more with respect to
any Balloon
Payment or 60 days or more with respect to any other Monthly
Payment, with such
delinquency to be determined without giving effect to any grace
period permitted
by the related Mortgage or Mortgage Note and without regard to any
acceleration
of payments under the related Mortgage and Mortgage Note, or (ii)
is a Pooled
Mortgage Loan as to which the amounts due thereunder have been
accelerated
following any other material default.
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"Specially Designated Mortgage Loan Documents": With respect to any
Pooled Mortgage Loan, subject to Section 1.04, the following
documents on a
collective basis:
(i) the original executed Mortgage Note or alternatively, if the
original executed Mortgage Note has been lost, a lost note
affidavit and
indemnity with a copy of such Mortgage Note;
(ii) an original or a copy of the Mortgage, in each case (unless
the particular item has been sent for recording but has not been
returned
from the applicable recording office) with evidence of recording
indicated
thereon; provided that if such original Mortgage cannot be
delivered with
evidence of recording thereon on or prior to the 90th day following
the
Closing Date because of a delay caused by the public recording
office where
such original Mortgage has been delivered for recordation or
because such
original Mortgage has been lost, there shall be delivered to the
Trustee or
a Custodian on its behalf a true and correct copy of such Mortgage,
together with (A) in the case of a delay caused by the public
recording
office, an Officer's Certificate of the applicable Pooled Mortgage
Loan
Seller stating that such original Mortgage has been sent to the
appropriate
public recording official for recordation or (B) in the case of an
original
Mortgage that has been lost after recordation, a certification by
the
appropriate county recording office where such Mortgage is recorded
that
such copy is a true and complete copy of the original recorded
Mortgage;
(iii) the original or a copy of any related Assignment of Leases
(if any such item is a document separate from the Mortgage), in
each case
(unless the particular item has been sent for recording but has not
been
returned from the applicable recorder) with evidence of recording
thereon;
(iv) the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such Mortgage
Loan (or,
