EXHIBIT 4.1
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer
and
LNR PARTNERS, INC.
Special Servicer
and
WELLS FARGO BANK, N.A.
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
______________________________
$3,371,274,173
Commercial Mortgage Pass-Through Certificates
Series 2006-C29
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Defined
Terms..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage
Loans...................................
Section 2.02. Acceptance of the
Trust Fund by Trustee........................
Section 2.03. Mortgage Loan Seller's
Repurchase or Substitution of Mortgage
Loans for Document Defects and Breaches of Representations
and Warranties................................................
Section 2.04. Representations and
Warranties of Depositor....................
Section 2.05. Conveyance of Mortgage
Loans; Acceptance of REMIC I and
Additional Interest Grantor Trust by Trustee..................
Section 2.06. Issuance of the REMIC
I Regular Interests; Execution,
Authentication and Delivery of Class R-I Certificates.........
Section 2.07. Conveyance of REMIC I
Regular Interests; Acceptance of
REMIC II by Trustee...........................................
Section 2.08. Execution,
Authentication and Delivery of REMIC II
Certificates..................................................
Section 2.09. Execution,
Authentication and Delivery of Class Z Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01. Administration of the
Mortgage Loans...........................
Section 3.02. Collection of Mortgage
Loan Payments...........................
Section 3.03. Collection of Taxes,
Assessments and Similar Items; Servicing
Accounts; Reserve Accounts....................................
Section 3.04. Certificate Account,
Interest Reserve Account, Gain-on-Sale
Reserve Account, Additional Interest Account, Distribution
Account and Companion Distribution Account....................
Section 3.05. Permitted Withdrawals
from the Certificate Account,
Distribution Account, Interest Reserve Account, Additional
Interest Account, Gain-on-Sale Reserve Account and Companion
Distribution Account..........................................
Section 3.06. Investment of Funds in
the Servicing Accounts, Reserve
Accounts, Certificate Account, Interest Reserve Account,
Distribution Account, Companion Distribution Account,
Additional Interest Account, Gain-on-Sale Reserve Account
and REO Account...............................................
Section 3.07. Maintenance of
Insurance Policies; Errors and Omissions and
Fidelity Coverage.............................................
Section 3.08. Enforcement of
Alienation Clauses..............................
Section 3.09. Realization Upon
Defaulted Mortgage Loans; Required Appraisals.
Section 3.10. Trustee and Custodian
to Cooperate; Release of Mortgage Files..
Section 3.11. Servicing
Compensation.........................................
Section 3.12. Property Inspections;
Collection of Financial Statements;
Delivery of Certain Reports...................................
Section 3.13. Annual Reports on
Assessment of Compliance with Servicing
Criteria and Annual Statement as to Compliance................
Section 3.14. Attestation by
Independent Public Accountants..................
Section 3.15. Access to Certain
Information..................................
Section 3.16. Title to REO Property;
REO Account.............................
Section 3.17. Management of REO
Property.....................................
Section 3.18. Resolution of
Defaulted Mortgage Loans and REO Properties......
Section 3.19. Additional Obligations
of Master Servicer and Special Servicer.
Section 3.20. Modifications,
Waivers, Amendments and Consents................
Section 3.21. Transfer of Servicing
Between Master Servicer and Special
Servicer; Record Keeping......................................
Section 3.22. Sub-Servicing
Agreements.......................................
Section 3.23. Representations and
Warranties of Master Servicer and Special
Servicer......................................................
Section 3.24. Sub-Servicing
Agreement Representation and Warranty............
Section 3.25. Designation of
Controlling Class Representative................
Section 3.26. Companion Paying
Agent.........................................
Section 3.27. Companion
Register.............................................
Section 3.28. Future Debt Secured by
Interests in Related Mortgagors.........
Section 3.29. Certain Matters
Relating to the Future Securitization of the
Pari Passu Companion Loans....................................
Section 3.30. Litigation
Control.............................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01.
Distributions..................................................
Section 4.02. Statements to
Certificateholders; CMSA Loan Periodic Update
File..........................................................
Section 4.03. P&I
Advances...................................................
Section 4.04. Allocation of Realized
Losses and Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest;
Allocation of Appraisal Reduction Amounts.....................
Section 4.05.
Calculations...................................................
Section 4.06. Use of
Agents..................................................
ARTICLE V
THE CERTIFICATES
Section 5.01. The
Certificates...............................................
Section 5.02. Registration, Transfer
and Exchange of Certificates............
Section 5.03. Book-Entry
Certificates........................................
Section 5.04. Mutilated, Destroyed,
Lost or Stolen Certificates..............
Section 5.05. Persons Deemed
Owners..........................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE
Section 6.01. Liability of
Depositor, Master Servicer and Special Servicer...
Section 6.02. Merger, Consolidation
or Conversion of Depositor or Master
Servicer or Special Servicer..................................
Section 6.03. Limitation on
Liability of Depositor, Master Servicer and
Special Servicer..............................................
Section 6.04. Resignation of Master
Servicer and the Special Servicer........
Section 6.05. Rights of Depositor
and Trustee in Respect of Master Servicer
and the Special Servicer......................................
Section 6.06. Depositor, Master
Servicer and Special Servicer to Cooperate
with Trustee..................................................
Section 6.07. Depositor, Special
Servicer and Trustee to Cooperate with
Master Servicer...............................................
Section 6.08. Depositor, Master
Servicer and Trustee to Cooperate with
Special Servicer..............................................
Section 6.09. Designation of Special
Servicer by the Controlling Class and
Controlling Holders...........................................
Section 6.10. Master Servicer or
Special Servicer as Owner of a Certificate..
Section 6.11. The Controlling Class
Representative...........................
ARTICLE VII
DEFAULT
Section 7.01. Events of
Default..............................................
Section 7.02. Trustee to Act;
Appointment of Successor.......................
Section 7.03. Notification to
Certificateholders and Companion Holders.......
Section 7.04. Waiver of Events of
Default....................................
Section 7.05. Additional Remedies of
Trustee Upon Event of Default...........
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of
Trustee..............................................
Section 8.02. Certain Matters
Affecting Trustee..............................
Section 8.03. Trustee Not Liable for
Validity or Sufficiency of Certificates
or Mortgage Loans.............................................
Section 8.04. Trustee May Own
Certificates...................................
Section 8.05. Fees and Expenses of
Trustee; Indemnification of Trustee.......
Section 8.06. Eligibility
Requirements for Trustee...........................
Section 8.07. Resignation and
Removal of Trustee.............................
Section 8.08. Successor
Trustee..............................................
Section 8.09. Merger or
Consolidation of Trustee.............................
Section 8.10. Appointment of
Co-Trustee or Separate Trustee..................
Section 8.11. Appointment of
Custodians......................................
Section 8.12. Appointment of
Authenticating Agents...........................
Section 8.13. Access to Certain
Information..................................
Section 8.14. Appointment of REMIC
Administrators............................
Section 8.15. Representations and
Warranties of Trustee......................
Section 8.16. Appointment of the
Paying Agent................................
Section 8.17. Reports to the
Securities and Exchange Commission; Available
Information...................................................
Section 8.18. Maintenance of
Mortgage File...................................
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon
Repurchase or Liquidation of All Mortgage
Loans.........................................................
Section 9.02. Additional Termination
Requirements............................
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01.
REMIC Administration...........................................
Section 10.02.
Administration of the Additional Interest Grantor Trust........
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.
Amendment......................................................
Section 11.02.
Recordation of Agreement; Counterparts.........................
Section 11.03.
Limitation on Rights of Certificateholders.....................
Section 11.04.
Governing Law..................................................
Section 11.05.
Notices........................................................
Section 11.06.
Severability of Provisions.....................................
Section 11.07.
Grant of a Security Interest...................................
Section 11.08.
Streit Act.....................................................
Section 11.09.
Successors and Assigns; Beneficiaries..........................
Section 11.10.
Article and Section Headings...................................
Section 11.11.
Notices to Rating Agencies.....................................
Section 11.12.
Complete Agreement.............................................
<PAGE>
EXHIBITS
Exhibit Description
Exhibit No.
Section Reference
-------------------
-----------
-----------------
Form of Class A-1 Certificate
A-1
Section 1.01 Definition of
"Class A-1 Certificate"
Form of Class A-2 Certificate
A-2
Section 1.01 Definition of
"Class A-2 Certificate"
Form of Class A-3 Certificate
A-3
Section 1.01 Definition of
"Class A-3 Certificate"
Form of Class A-PB
Certificate
A-4
Section 1.01 Definition of
"Class A-PB Certificate"
Form of Class A-4 Certificate
A-5
Section 1.01 Definition of
"Class A-4 Certificate"
Form of Class A-1A Certificate
A-6
Section 1.01 Definition of
"Class A-1A Certificate"
Form of Class IO Certificate
A-7 Section 1.01
Definition of
"Class IO Certificate"
Form of Class A-M Certificate
A-8
Section 1.01 Definition of
"Class A-M Certificate"
Form of Class A-J Certificate
A-9
Section 1.01 Definition of
"Class A-J Certificate"
Form of Class B Certificate
A-10
Section 1.01 Definition of
"Class B Certificate"
Form of Class C Certificate
A-11
Section 1.01 Definition of
"Class C Certificate"
Form of Class D Certificate
A-12
Section 1.01 Definition of
"Class D Certificate"
Form of Class E Certificate
A-13
Section 1.01 Definition of
"Class E Certificate"
Form of Class F Certificate
A-14
Section 1.01 Definition of
"Class F Certificate"
Form of Class G Certificate
A-15
Section 1.01 Definition of
"Class G Certificate"
Form of Class H Certificate
A-16
Section 1.01 Definition of
"Class H Certificate"
Form of Class J Certificate
A-17
Section 1.01 Definition of
"Class J Certificate"
Form of Class K Certificate
A-18
Section 1.01 Definition of
"Class K Certificate"
Form of Class L Certificate
A-19
Section 1.01 Definition of
"Class L Certificate"
Form of Class M Certificate
A-20
Section 1.01 Definition of
"Class M Certificate"
Form of Class N Certificate
A-21
Section 1.01 Definition of
"Class N Certificate"
Form of Class O Certificate
A-22
Section 1.01 Definition of
"Class O Certificate"
Form of Class P Certificate
A-23
Section 1.01 Definition of
"Class P Certificate"
Form of Class Q Certificate
A-24
Section 1.01 Definition of
"Class Q Certificate"
Form of Class R-I
Certificate
A-25
Section 1.01 Definition of
"Class R-I
Certificate"
Form of Class R-II Certificate
A-26
Section 1.01 Definition of
"Class R-II
Certificate"
Form of Class Z Certificate
A-27
Section 1.01 Definition of
"Class Z
Certificate"
Mortgage Loan Schedule
B Section
1.01 Definition of
"Mortgage Loan Schedule"
Schedule of Exceptions to
C-1
Section 2.02(a)
Mortgage File
Delivery
Form of Custodial Certification
C-2
Section 2.02(b)
Form of Master Servicer Request
D-1
Section 1.01 Definition of
for Release
"Request for Release";
Section 2.03(b);
Section 3.10(a); and
Section 3.10(b)
Form of Special Servicer Request D-2
Section 1.01 Definition of
for Release
"Request for Release";
Section 3.10(b)
Calculation of NOI/Debt Service
E Section
1.01 Definition of "Net
Coverage Ratios
Operating Income"
Form of Transferor Certificate
F-1
Section 5.02(b)
Form of Transferee Certificate
F-2
Section 5.02(b)
for QIBs
Form of Transferee Certificate
F-3
Section 5.02(b)
for Non-QIBs
Form of Transferee Certificate
F-4
Section 5.02(b)
for Transfers Pursuant
to
Regulation S
Form of Transferee Certificate F-5 Section
5.02(b)
for Exchange or
Transfer From
Domestic Global
Certificate to
Regulation S Global
Certificate
During the Restricted
Period
Form of Transferee Certificate
F-6
Section 5.02(b)
for Exchange or
Transfer From
Domestic Global
Certificate to
Regulation S Global
Certificate
After the Restricted
Period
Form of Transferee Certificate
G Section
5.02(c)
Form of Transfer Affidavit and
H-1
Section 5.02(d)(i)(B)
Agreement Pursuant
to
Section
5.02(d)(i)(B)
Form of Transferor Certificate
H-2
Section 5.02(d)(i)(D)
Pursuant to
Section
5.02(d)(i)(D)
Form of Notice and Acknowledgment I-1
Section 6.09
Form of Acknowledgment of
I-2
Section 6.09
Proposed Special
Servicer
[Reserved]
J
[Reserved]
Form of Certificateholder
K-1
Section 1.01 Definition of
Confirmation
Certificate
"Privileged Person";
Request by Beneficial
Holder
Section 3.15(a)
Form of Prospective Purchaser
K-2
Section 1.01 Definition of
Certificate
"Privileged Person";
Section 3.15(a)
Initial Companion Holders
L Section
3.27
Form of Purchase Option Notice
M Section
3.18(e)
Form of Defeasance Certificate
N Section
3.20(h)
Form of Depositor Certification
O Section
8.17(k)(v);
Section 8.17(n)
Form of Trustee Certification
P Section
8.17(n)
Form of Master Servicer
Q-1
Section 8.17(n)
Certification
Form of Special Servicer
Q-2
Section 8.17(n)
Certification
Class A-PB Planned Principal
R Section
1.01 Definition of
Balance Schedule
"Class A-PB Planned Principal
Amount"
Relevant Servicing Criteria
S
Section
1.01 Definition of
"Relevant Servicing Criteria"
[Reserved]
T
[Reserved]
Additional Form 10-D Disclosure
U Section
8.17(i)
Additional Disclosure Notification V
Section
1.01 Definition of
"Additional Disclosure
Notification"; Section 8.17(i)
Additional Form 10-K Disclosure
W Section
8.17(k)
Form 8-K Disclosure Information
X Section
8.17(j)
Sub-Servicer List
Y Section
3.13(b); Section 3.14;
Section 7.01(a)(xi)
Tenants-in-Common Transfer
Z Section
3.08(a)(ii)
Compliance
Officer's Certificate of Master
AA Section
3.08(a)(ii)
Servicer re:
Tenants-in-Common
Approvals
<PAGE>
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of December 1, 2006, among WACHOVIA COMMERCIAL
MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer, LNR
PARTNERS, INC., as Special Servicer, and WELLS FARGO BANK, N.A., as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through
certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes
(each, a "Class"), which in the aggregate will evidence the entire
beneficial
ownership interest in a trust fund (the "Trust Fund") to be created
hereunder,
the primary assets of which will be the Mortgage Loans.
REMIC I
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the Mortgage Loans (exclusive
of that
portion of the interest payments thereon that constitutes
Additional Interest)
and certain other related assets subject to this Agreement as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as REMIC I. The Class R-I Certificates will represent
the sole class
of "residual interests" in REMIC I for purposes of the REMIC
Provisions under
federal income tax law.
REMIC II
As provided herein, the Trustee will elect to treat the
segregated
pool of assets consisting of all of the REMIC I Regular Interests
as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as REMIC II. The Class R-II Certificates will evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions under
federal income tax law. For federal income tax purposes, each Class
of Regular
Certificates will be designated as a separate "regular interest" in
REMIC II for
purposes of the REMIC Provisions under federal income tax law.
The following table sets forth the Class or Component
designation,
the original REMIC I Principal Balance for each corresponding REMIC
I Regular
Interest (each, a "Corresponding REMIC I Regular Interest"), the
Corresponding
Components of the Class IO Certificates (the "Corresponding
Components") and the
Original Class Principal Balance for each Class of Sequential Pay
Certificates
(the "Corresponding Certificates").
<PAGE>
Corresponding
Corresponding
Original REMIC I
Original REMIC I Components of
Class
Regular REMIC I
Pass-
Class IO
Corresponding
Principal
Interests
Principal
Through
Certificates
Certificates
Balance
(1)
Balance
Rate
(1)
------------
-------
-----------
--------
----------
-----------
Class A-1
$16,720,000 LA-1
$16,720,000 (2)
IO-A-1
Class A-2
$291,336,000 LA-2
$291,336,000 (2)
IO-A-2
Class A-3
$161,040,000 LA-3
$161,040,000 (2)
IO-A-3
Class A-PB
$49,254,000 LA-PB
$49,254,000 (2)
IO-A-PB
Class A-4
$1,142,530,000
LA-4
$1,142,530,000
(2)
IO-A-4
Class A-1A
$699,011,000 LA-1A
$699,011,000 (2)
IO-A-1A
Class A-M
$337,128,000 LA-M
$337,128,000 (2)
IO-A-M
Class A-J
$303,415,000 LA-J
$303,415,000 (2)
IO-A-J
Class B
$25,284,000 LB
$25,284,000 (2)
IO-B
Class C
$33,713,000 LC
$33,713,000 (2)
IO-C
Class D
$29,498,000 LD
$29,498,000 (2)
IO-D
Class E
$46,355,000 LE
$46,355,000
(2)
IO-E
Class F
$37,927,000 LF
$37,927,000 (2)
IO-F
Class G
$37,927,000 LG
$37,927,000 (2)
IO-G
Class H
$33,713,000 LH
$33,713,000 (2)
IO-H
Class J
$37,927,000 LJ
$37,927,000 (2)
IO-J
Class K
$12,642,000 LK
$12,642,000 (2)
IO-K
Class L
$8,428,000
LL
$8,428,000 (2)
IO-L
Class M
$8,428,000
LM
$8,428,000 (2)
IO-M
Class N
$4,214,000
LN
$4,214,000 (2)
IO-N
Class O
$8,429,000
LO
$8,429,000 (2)
IO-O
Class P
$8,428,000
LP
$8,428,000 (2)
IO-P
Class Q
$37,927,173 LQ
$37,927,173 (2)
IO-Q
------------
(1) Each REMIC I
Regular Interest and the Component of the Class IO
Certificates that correspond to any particular Class of Sequential
Pay
Certificates also correspond to each other and, accordingly,
constitute
the
Corresponding REMIC I Regular Interest and the Corresponding
Component
(if any),
respectively, with respect to each other.
(2) The Weighted
Average Net Mortgage Rate.
The portion of the Trust Fund consisting of the Additional
Interest
and amounts held from time to time in the Additional Interest
Account that
represent Additional Interest shall be treated as a grantor trust
(the
"Additional Interest Grantor Trust") for federal income tax
purposes. The Class
Z Certificates represent undivided beneficial interests in such
Additional
Interest Grantor Trust. As provided herein, the Trustee shall take
all actions
necessary to ensure that the portion of the Trust Fund consisting
of the
Additional Interest Grantor Trust maintain its status as a "grantor
trust" under
federal income tax law and not be treated as part of either REMIC I
or REMIC II.
Each of the mortgage loans referred to in this Agreement as the
Galleria at Tyler Subordinate Companion Loan, the Newport Bluffs
Pari Passu
Companion Loan, the Renaissance Tower Office Building Subordinate
Companion
Loan, the Dakota Square Mall Subordinate Companion Loan, the
Aetna
Building-Fresno, CA Subordinate Companion Loans and the FBI -
Albany, NY
Subordinate Companion Loans (each, a "Companion Loan" and,
collectively, the
"Companion Loans") are not part of the Trust Fund but are secured
by
corresponding Mortgages that secure certain related Mortgage Loans
that are
identified on the Mortgage Loan Schedule as the Galleria at Tyler
Loan (loan
number 3), the Newport Bluffs Loan (loan number 6), the Renaissance
Tower Office
Building Loan (loan number 7), the Dakota Square Mall Loan (loan
number 11), the
Aetna Building-Fresno, CA Loan (loan number 50) and the FBI -
Albany, NY Loan
(loan number 80) (each, a "Co-Lender Loan" and collectively, the
"Co-Lender
Loans") that are part of the Trust Fund.
The Galleria at Tyler Subordinate Companion Loan is subordinate
in
right of entitlement to the Galleria at Tyler Loan. The Newport
Bluffs Loan, the
Newport Bluffs Pari Passu Companion Loan and the Newport Bluffs
Future Pari
Passu Companion Loan, if advanced, are pari passu in right of
entitlement with
each other. The Renaissance Tower Office Building Subordinate
Companion Loan is
subordinate in right of entitlement to the Renaissance Tower Office
Building
Loan. The Dakota Square Mall Subordinate Companion Loan is
subordinate in right
of entitlement to the Dakota Square Mall Loan. The Aetna
Building-Fresno, CA
Subordinate Companion Loans are subordinate in right of entitlement
to the Aetna
Building-Fresno, CA Loan. The FBI - Albany, NY Subordinate
Companion Loans are
subordinate in right of entitlement to the FBI - Albany, NY Loan.
As and to the
extent provided herein, each of the Companion Loans (other than the
Newport
Bluffs Pari Passu Companion Loan and the Newport Bluffs Future Pari
Passu
Companion Loan, if advanced) will be serviced and administered in
accordance
with this Agreement. Each of the Newport Bluffs Loan, the Newport
Bluffs Pari
Passu Companion Loan and the Newport Bluffs Future Pari Passu
Companion Loan, if
advanced, will be serviced and administered in accordance with the
pooling and
servicing agreement (the "2006-C28 Pooling and Servicing
Agreement"), dated as
of October 1, 2006, by and among Wachovia Commercial Mortgage
Securities, Inc.,
as depositor (the "2006-C28 Depositor"), Wachovia Bank, National
Association, as
master servicer (the "2006-C28 Master Servicer"), CWCapital Asset
Management
LLC, as special servicer (the "2006-C28 Special Servicer"), Wells
Fargo Bank,
N.A., as trustee (the "2006-C28 Trustee") and U.S. Bank National
Association, as
co-trustee (the "2006-C28 Co-Trustee"), pursuant to which the
Wachovia Bank
Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series
2006-C28 were issued and the trust fund (the "2006-C28 Trust Fund")
was created.
Amounts attributable to the Companion Loans will not be assets of
the Trust Fund
and will be owned by the Companion Holders.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"2006-C28 Co-Trustee": As defined in the Preliminary Statement.
"2006-C28 Controlling Class Representative": The "Controlling
Class
Representative" as defined in the 2006-C28 Pooling and Servicing
Agreement.
"2006-C28 Depositor": As defined in the Preliminary Statement.
"2006-C28 Majority Subordinate Certificateholder": The
"Majority
Subordinate Certificateholder" as defined in the 2006-C28 Pooling
and Servicing
Agreement.
"2006-C28 Master Servicer": As defined in the Preliminary
Statement.
"2006-C28 Mortgage Loan Purchase Agreement": The "Mortgage Loan
Purchase Agreement" as defined in the 2006-C28 Pooling and
Servicing Agreement.
"2006-C28 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.
"2006-C28 Serviced Mortgage Loan": The Newport Bluffs Loan.
"2006-C28 Special Servicer": As defined in the Preliminary
Statement.
"2006-C28 Trust Fund": As defined in the Preliminary Statement.
"2006-C28 Trustee": As defined in the Preliminary Statement.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"Accrued Certificate Interest": With respect to any Class of
Regular
Certificates (other than the Class IO Certificates) for any
Distribution Date,
one month's interest at the Pass-Through Rate applicable to such
Class of
Certificates, for such Distribution Date, accrued for the related
Interest
Accrual Period on the related Class Principal Balance outstanding
immediately
prior to such Distribution Date; and, with respect to the Class IO
Certificates
for any Distribution Date, the sum of the Accrued Component
Interest for the
related Interest Accrual Period for all of their respective
Components for such
Distribution Date. Accrued Certificate Interest shall be calculated
on a 30/360
Basis and, with respect to any Class of Regular Certificates for
any
Distribution Date, shall be deemed to accrue during the calendar
month preceding
the month in which such Distribution Date occurs.
"Accrued Component Interest": With respect to each Component of
the
Class IO Certificates for any Distribution Date, one month's
interest at the
Class IO Strip Rate applicable to such Component for such
Distribution Date,
accrued on the Component Notional Amount of such Component
outstanding
immediately prior to such Distribution Date. Accrued Component
Interest shall be
calculated on a 30/360 Basis and, with respect to any Component and
any
Distribution Date, shall be deemed to accrue during the calendar
month preceding
the month in which such Distribution Date occurs.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to be acquired by the
Trust Fund within
the meaning of Treasury Regulations Section 1.856-6(b)(1), which is
the first
day on which the Trust Fund is treated as the owner of such REO
Property for
federal income tax purposes.
"Actual/360 Basis": The accrual of interest calculated on the
basis
of the actual number of days elapsed during any calendar month in a
year assumed
to consist of 360 days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis and that is identified as an Actual/360
Mortgage Loan on
the Mortgage Loan Schedule.
"Additional Disclosure Notification": The form of notification,
which is attached hereto as Exhibit V, to be included with any
Additional Form
10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure
Information.
"Additional Form 10-D Disclosure": As defined in Section
8.17(i).
"Additional Form 10-K Disclosure": As defined in Section
8.17(k).
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Additional Interest Rate (the payment of which
interest
shall, under the terms of such Mortgage Loan, be deferred until the
entire
outstanding principal balance of such ARD Loan has been paid),
together with all
interest, if any, accrued at the related Mortgage Rate on such
deferred
interest. For purposes of this Agreement, Additional Interest on an
ARD Loan or
any successor REO Loan shall be deemed not to constitute principal
or any
portion thereof and shall not be added to the unpaid principal
balance or Stated
Principal Balance of such ARD Loan or successor REO Loan,
notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the
extent that
any Additional Interest is not paid on a current basis, it shall be
deemed to be
deferred interest.
"Additional Interest Account": The segregated account, accounts
or
subaccounts created and maintained by the Trustee pursuant to
Section 3.04(d)
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial
Mortgage Pass-Through Certificates, Series 2006-C29, Additional
Interest
Account." The Additional Interest Account shall not be an asset of
either REMIC
I or REMIC II.
"Additional Interest Grantor Trust": That certain "grantor
trust"
(within the meaning of the Grantor Trust Provisions), the assets of
which are
the Additional Interest Grantor Trust Assets.
"Additional Interest Grantor Trust Assets": The segregated pool
of
assets consisting of (i) any Additional Interest with respect to
the ARD Loans
after their respective Anticipated Repayment Dates and (ii) amounts
held from
time to time in the Additional Interest Account.
"Additional Interest Rate": With respect to any ARD Loan after
its
Anticipated Repayment Date, the incremental increase in the per
annum rate at
which such Mortgage Loan accrues interest after the Anticipated
Repayment Date
(in the absence of defaults) as calculated and as set forth in the
related
Mortgage Loan documents.
"Additional Servicer": Each Affiliate of the Master Servicer
that
services any of the Mortgage Loans and each Person who is not an
Affiliate of
the Master Servicer, other than the Special Servicer or the
Trustee, who
services 10% or more of the Mortgage Loans.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and
4.03(d),
interest payable to the Master Servicer and/or the Trustee on
Advances (to the
extent not offset by Penalty Interest and late payment charges),
the cost of
contracting with a Determination Party as set forth in Section 2.03
and amounts
payable to the Special Servicer in connection with inspections of
Mortgaged
Properties required pursuant to the first sentence of Section
3.12(a) (and not
otherwise paid from Penalty Interest and late payment charges), as
well as
(without duplication) any of the expenses of the Trust Fund that
may be
withdrawn (x) pursuant to any of clauses (ix), (x), (xiii), (xiv),
(xv) and
(xxi) of Section 3.05(a) out of general collections on the Mortgage
Loans and
any REO Properties on deposit in the Certificate Account or (y)
pursuant to
clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b)
out of
general collections on the Mortgage Loans and any REO Properties on
deposit in
the Distribution Account; provided that for purposes of the
allocations
contemplated by Section 4.04, no such expense shall be deemed to
have been
incurred by the Trust Fund until such time as the payment thereof
is actually
made from the Certificate Account or the Distribution Account, as
the case may
be.
"Additional Yield Amount": (a) With respect to any Distribution
Date
and any Class of Regular Certificates (other than the Class IO
Certificates and
any Excluded Class) entitled to distributions of principal with
respect to Loan
Group 1 pursuant to Section 4.01(a) on such Distribution Date;
provided that a
Yield Maintenance Charge and/or Prepayment Premium was actually
collected on a
Mortgage Loan or an REO Loan in such Loan Group during the related
Collection
Period, the product of (a) such Yield Maintenance Charge and/or
Prepayment
Premium multiplied by (b) a fraction, which in no event will be
greater than
one, the numerator of which is equal to the positive excess, if
any, of (i) the
Pass-Through Rate for such Class of Regular Certificates then
receiving
principal over (ii) the related Discount Rate, and the denominator
of which is
equal to the positive excess, if any, of (i) the Mortgage Rate for
such Mortgage
Loan or REO Loan, as the case may be, over (ii) the related
Discount Rate,
multiplied by (c) a fraction, the numerator of which is equal to
the amount of
principal distributable on such Class of Regular Certificates on
such
Distribution Date pursuant to Section 4.01(a) with respect to Loan
Group 1, and
the denominator of which is equal to the Loan Group 1 Principal
Distribution
Amount for such Distribution Date.
(b) With respect to any Distribution Date and any Class of
Regular
Certificates (other than the Class IO Certificates and any Excluded
Class)
entitled to distributions of principal with respect to Loan Group 2
pursuant to
Section 4.01(a) on such Distribution Date; provided that a Yield
Maintenance
Charge and/or Prepayment Premium was actually collected on a
Mortgage Loan or an
REO Loan in such Loan Group during the related Collection Period,
the product of
(a) such Yield Maintenance Charge and/or Prepayment Premium
multiplied by (b) a
fraction, which in no event will be greater than one, the numerator
of which is
equal to the positive excess, if any, of (i) the Pass-Through Rate
for such
Class of Regular Certificates then receiving principal over (ii)
the related
Discount Rate, and the denominator of which is equal to the
positive excess, if
any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan,
as the case
may be, over (ii) the related Discount Rate, multiplied by (c) a
fraction, the
numerator of which is equal to the amount of principal
distributable on such
Class of Regular Certificates on such Distribution Date pursuant to
Section
4.01(a) with respect to Loan Group 2, and the denominator of which
is equal to
the Loan Group 2 Principal Distribution Amount for such
Distribution Date.
(c) For purposes of the foregoing, to the extent that payments
of
principal on any Class of Regular Certificates (other than the
Class IO
Certificates and any Excluded Class) could be made from principal
amounts
allocable to Loan Group 1 or principal amounts allocable to Loan
Group 2, the
Trustee shall assume that those payments of principal on that Class
of Regular
Certificates are made from amounts allocable to each Loan Group, on
a pro rata
basis in accordance with the respective amounts allocable to each
Loan Group
that were available for payment on that Class of Certificates.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(g).
"Adverse REMIC Event": As defined in Section 10.01(h).
"Aetna Building-Fresno, CA Intercreditor Agreement": The
Intercreditor Agreement Among Note Holders, dated as of June 29,
2006, by and
among Wachovia Bank, National Association, as Senior Note A Holder,
Caplease
Debt Funding, LP, as Junior Note A Holder, and Caplease Debt
Funding, LP, as
Note B Holder, relating to the Aetna Building-Fresno, CA Whole
Loan.
"Aetna Building-Fresno, CA Loan": That certain Mortgage Loan
which
is included in the Trust Fund (identified as loan number 50 on the
Mortgage Loan
Schedule).
"Aetna Building-Fresno, CA Subordinate Companion Loans": Those
certain mortgage loans, each evidenced by a note, which are not
assets of the
Trust Fund, both secured by the Mortgaged Property securing the
Aetna
Building-Fresno, CA Loan and subordinate in right of entitlement to
the Aetna
Building-Fresno, CA Loan.
"Aetna Building-Fresno, CA Whole Loan": The Aetna
Building-Fresno,
CA Loan, collectively with the Aetna Building-Fresno, CA
Subordinate Companion
Loans.
"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 and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": For each ARD Loan, the date
specified
in the related Mortgage Note after which the Mortgage Rate for such
ARD Loan
will increase as specified in the related Mortgage Note (other than
as a result
of a default thereunder).
"Appraisal": With respect to any Mortgage Loan, an appraisal of
the
related Mortgaged Property from an Independent Appraiser selected
by the Special
Servicer or the Master Servicer prepared in accordance with 12 CFR
ss.225.62 and
conducted in accordance with the standards of the American
Appraisal Institute
by an Independent Appraiser which Independent Appraiser shall be
advised to take
into account the factors specified in Section 3.09(a), any
available
environmental, engineering or other third party reports, and other
factors that
a prudent real estate appraiser would consider.
"Appraisal Reduction Amount": The excess, if any, of (a) the sum
of
(without duplication), as calculated by the Special Servicer as of
the first
Determination Date immediately succeeding the Special Servicer
obtaining
knowledge of the occurrence of the Required Appraisal Date if no
new Required
Appraisal is required or the date on which a Required Appraisal (or
letter
update or internal valuation, if applicable) is obtained and each
Determination
Date thereafter so long as the related Mortgage Loan remains a
Required
Appraisal Mortgage Loan (i) the Stated Principal Balance of the
subject Required
Appraisal Mortgage Loan and any related Companion Loans related
thereto, (ii) to
the extent not previously advanced by or on behalf of the Master
Servicer or the
Trustee (or, with respect to the 2006-C28 Serviced Mortgage Loan,
by the
2006-C28 Master Servicer), all unpaid interest on the Required
Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu
Companion
Loan or any related Subordinate Companion Loan serviced hereunder)
through the
most recent Due Date prior to such Determination Date at a per
annum rate equal
to the related Net Mortgage Rate and the related fixed annualized
rate of
interest scheduled to accrue for the related Companion Loans
(exclusive of any
portion thereof that constitutes Additional Interest), (iii) all
accrued but
unpaid Servicing Fees and all accrued but unpaid Additional Trust
Fund Expenses
in respect of such Required Appraisal Mortgage Loan and any related
Companion
Loans, plus, with respect to any Pari Passu Companion Loan (other
than the
Non-Serviced Companion Loans), any similar fees and expenses, (iv)
all related
unreimbursed Advances and any Advances related to such Required
Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu
Companion
Loan or any related Subordinate Companion Loan serviced hereunder)
that were
reimbursed out of general collections from the pool of Mortgage
Loans (plus
accrued interest thereon) made by or on behalf of the Master
Servicer or the
Trustee with respect to such Required Appraisal Mortgage Loan and
(v) all
currently due and unpaid real estate taxes and unfunded improvement
reserves and
assessments, insurance premiums, and, if applicable, ground rents
in respect of
the related Mortgaged Property over (b) an amount equal to the sum
of (i) the
Required Appraisal Value and (ii) all escrows, reserves and letters
of credit
held for the purposes of reserves (provided such letters of credit
may be drawn
upon for reserve purposes under the related Mortgage Loan
documents) held with
respect to such Required Appraisal Mortgage Loan. If the Special
Servicer fails
to obtain a Required Appraisal (or letter update or internal
valuation, if
applicable) within the time limit described in Section 3.09(a), the
Appraisal
Reduction Amount for the related Required Appraisal Mortgage Loan
will equal 25%
of the outstanding principal balance of such Required Appraisal
Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or any
related Subordinate Companion Loan serviced hereunder) to be
adjusted upon
receipt of a Required Appraisal or letter update or internal
valuation, if
applicable. In the event a Mortgagor fails to make a Balloon
Payment on a
scheduled maturity date and no Appraisal has been received within
120 days of
such failure, the Appraisal Reduction Amount for the related
Mortgage Loan
(including, for such purposes, any related Pari Passu Companion
Loan or any
related Subordinate Companion Loan serviced hereunder) will equal
25% of the
outstanding principal balance of such Mortgage Loan (including, for
such
purposes, any related Pari Passu Companion Loan or any related
Subordinate
Companion Loan serviced hereunder), to be adjusted upon receipt of
the new
Appraisal. Any Appraisal Reduction Amount for a Co-Lender Loan
shall be
allocated as provided in Section 4.04(d).
"Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or
letter update
or internal valuation, if applicable) that is contained in the
related Servicing
File.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified
in the
related Mortgage Note and the Mortgagor is required to apply excess
monthly cash
flow generated by the related Mortgaged Property to the repayment
of the
outstanding principal balance on such Mortgage Loan.
"Artesia": Artesia Mortgage Capital Corporation, or its successor
in
interest.
"Artesia Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of December 1, 2006, between the
Depositor and
Artesia, and relating to the transfer of the Artesia Mortgage Loans
to the
Depositor.
"Artesia Mortgage Loans": Each of the Mortgage Loans transferred
and
assigned to the Depositor pursuant to the Artesia Mortgage Loan
Purchase
Agreement.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar document or
instrument
executed by the Mortgagor in connection with the origination of the
related
Mortgage Loan.
"Assumed Scheduled Payment": With respect to any Balloon
Mortgage
Loan for its Stated Maturity Date (provided that such Mortgage Loan
has not been
paid in full and no other Liquidation Event has occurred in respect
thereof on
or before such Stated Maturity Date) and for any Due Date
thereafter as of which
such Mortgage Loan remains outstanding and part of the Trust Fund,
the Periodic
Payment of principal and/or interest deemed to be due in respect
thereof on such
Due Date that would have been due in respect of such Mortgage Loan
on such Due
Date if the related Mortgagor had been required to continue to pay
principal in
accordance with the amortization schedule, if any, and to accrue
interest at the
Mortgage Rate, in effect on the Closing Date and without regard to
the
occurrence of its Stated Maturity Date. With respect to any REO
Loan, for any
Due Date therefor as of which the related REO Property remains part
of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to
be due in
respect thereof on such Due Date that would have been due in
respect of the
predecessor Mortgage Loan (or, if applicable, Companion Loans) on
such Due Date
had it remained outstanding (or, if the predecessor Mortgage Loan
was a Balloon
Mortgage Loan and such Due Date coincides with or follows what had
been its
Stated Maturity Date, the Assumed Scheduled Payment that would have
been deemed
due in respect of the predecessor Mortgage Loan on such Due Date
had it remained
outstanding).
"Authenticating Agent": Any authenticating agent appointed
pursuant
to Section 8.12 (or, in the absence of any such appointment, the
Trustee).
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to, with respect to each Mortgage Loan, (a)
the sum
(including, with respect to the 2006-C28 Serviced Mortgage Loan,
any amounts
remitted by or advanced pursuant to the 2006-C28 Pooling and
Servicing
Agreement) of, without duplication, (i) the aggregate of the
amounts on deposit
in the Certificate Account and the Distribution Account as of the
close of
business on the last day of the related Collection Period and the
amounts
collected by or on behalf of the Master Servicer as of the close of
business on
the last day of such Collection Period and required to be deposited
in the
Certificate Account; (ii) the aggregate amount of any P&I
Advances made by the
Master Servicer or the Trustee for distribution on the Certificates
on such
Distribution Date pursuant to Section 4.03; (iii) the aggregate
amount
transferred from the REO Account (if established) to the
Certificate Account as
of the last day of the related Collection Period, on or prior to
the P&I Advance
Date in such month, pursuant to Section 3.16(c); (iv) the aggregate
amount
deposited by the Master Servicer in the Certificate Account for
such
Distribution Date pursuant to Section 3.19 in connection with
Prepayment
Interest Shortfalls; and (v) for each Distribution Date occurring
in March, and
for the final Distribution Date if the final Distribution Date
occurs in
February, the aggregate of the Interest Reserve Amounts in respect
of each
Interest Reserve Loan deposited into the Distribution Account
pursuant to
Section 3.05(d); and (vi) for the initial Distribution Date only,
the Interest
Shortfall Amount deposited into the Distribution Account pursuant
to Section
3.05, net of (b) the portion of the amount described in subclauses
(a)(i) and
(a)(iii) of this definition that represents one or more of the
following: (i)
collected Periodic Payments that are due on a Due Date following
the end of the
related Collection Period, (ii) any amounts payable or reimbursable
to any
Person from the (A) Certificate Account pursuant to clauses
(ii)-(xvi), (xx),
(xxi) and (xxiii) of Section 3.05(a) or (B) the Distribution
Account pursuant to
clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment Premiums
and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to
the
Distribution Date occurring in February of each year and in January
of each year
that is not a leap year (unless, in either case, the related
Distribution Date
is the final Distribution Date), the Interest Reserve Amounts with
respect to
the Interest Reserve Loans to be withdrawn from the Certificate
Account and
remitted to the Trustee for deposit in the Interest Reserve Account
in respect
of such Distribution Date and held for future distribution pursuant
to Section
3.04(c), (vi) for the initial Distribution Date only and each
Mortgage Loan
originated in November 2006 that has its first Due Date in January
2007, any
interest amounts relating to the period prior to the Cut-Off Date
of such
Mortgage Loan payable to the related Mortgage Loan Seller; and
(vii) any amounts
deposited in the Certificate Account or the Distribution Account in
error. The
Available Distribution Amount will not include any amounts required
to be
distributed pursuant to the terms of any Intercreditor Agreement or
this
Agreement to a Companion Holder.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the
Closing Date
provides for an amortization schedule extending beyond its Stated
Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Scheduled 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).
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with
such bid and
the transfer of servicing), multiplied by a fraction equal to (a)
the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the
case may be, as
of such date of determination, over (b) the aggregate of the
Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of
such date of
determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in New York, New York, or the cities in
which the
Corporate Trust Office of the Trustee (which as of the Closing Date
is Columbia,
Maryland), the offices of the Master Servicer (which as of the
Closing Date is
Charlotte, North Carolina) or the offices of the Special Servicer
(which as of
the Closing Date is Miami Beach, Florida) are located, are
authorized or
obligated by law or executive order to remain closed.
"Centro Syndicate 2 Pool Future Pari Passu Companion Loan":
That
certain additional future mortgage loan, which is not an asset of
the Trust
Fund, secured by the Mortgaged Property securing the Centro
Syndicate 2 Pool
Loan, which will be pari passu in right of entitlement with the
Centro Syndicate
2 Pool Loan.
"Centro Syndicate 2 Pool Loan": That certain Mortgage Loan which
is
included in the Trust Fund (identified as loan number 2 on the
Mortgage Loan
Schedule).
"Centro International Wholesale Pool Future Pari Passu
Companion
Loan": That certain additional future mortgage loan, which is not
an asset of
the Trust Fund, secured by the Mortgaged Property securing the
Centro
International Wholesale Loan, which will be pari passu in right of
entitlement
with the Centro International Wholesale Loan.
"Centro International Wholesale Pool Loan": That certain
Mortgage
Loan which is included in the Trust Fund (identified as loan number
4 on the
Mortgage Loan Schedule).
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate":
Any one of the Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2006-C29, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Account": The segregated account or accounts
created
and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of
the Trustee in trust for Certificateholders, which shall be
entitled "Wachovia
Bank, National Association, as Master Servicer for Wells Fargo
Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of
Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
2006-C29." Subject to the related Intercreditor Agreement and
taking into
account that (i) each Subordinate Companion Loan is subordinate to
its related
Co-Lender Loan to the extent set forth in the related Intercreditor
Agreement,
and (ii) the Pari Passu Companion Loans are pari passu with the
related
Co-Lender Loan, each subaccount described in the next to last
paragraph of
Section 3.04(a) that is part of the Certificate Account shall be
for the benefit
of the related Companion Holder, to the extent funds on deposit in
such
subaccount are attributed to the related Companion Loan.
"Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates is
reduced by the
amount of Mortgage Deferred Interest allocable to such Class of
Certificates on
any Distribution Date.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed
as a decimal
carried to eight places, the numerator of which is the then current
Class
Principal Balance or Class IO Notional Amount, as applicable, of
such Class of
Regular Certificates and the denominator of which is the Original
Class
Principal Balance or Original Class IO Notional Amount of such
Class of Regular
Certificates.
"Certificate Notional Amount": With respect to any Class IO
Certificate, as of any date of determination, the then notional
amount of such
Certificate equal to the product of (a) the Percentage Interest
evidenced by
such Certificate, multiplied by (b) the then applicable Class IO
Notional
Amount.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential
Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate multiplied by (b) the then Class
Principal Balance
of the Class of Certificates to which such Certificate belongs.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a
Permitted
Transferee shall be the Holder of a Residual Certificate for any
purpose hereof
and, (ii) solely for the purposes of giving any consent, approval
or waiver
pursuant to this Agreement that relates to any of the Depositor,
any Mortgage
Loan Seller, the Master Servicer, the Special Servicer or the
Trustee in its
respective capacity as such (except with respect to amendments or
waivers
referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or
waiver required or permitted to be made by the Majority
Subordinate
Certificateholder or the Controlling Class Representative and any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative pursuant to Section 6.09), any Certificate
registered in the name
of the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special
Servicer or the Trustee, as the case may be, or any Certificate
registered in
the name of any of their respective Affiliates, 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
relates to it has
been obtained. The Certificate Registrar shall be entitled to
request and rely
upon a certificate of the Depositor, the 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 "Holders" or
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and the Depository Participants,
except as
otherwise specified herein; provided, however, the parties hereto
shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate
Register.
"Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation and
each designated
REMIC I Regular Interest.
"Class A Certificates": The Class A-1, Class A-2, Class A-PB,
Class
A-3, 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 "regular interest" in REMIC II
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-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a
"Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II
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-3
attached hereto, and evidencing a "regular interest" in REMIC II
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-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"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-9
attached hereto, and evidencing a "regular interest" in REMIC II
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-8
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class
A-PB Certificate": Any one of the Certificates with a "Class
A-PB" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-PB Planned Principal Amount": The planned principal
amount
set forth on Exhibit R hereto relating to principal payments for
the Class A-PB
Certificates.
"Class B Certificate": Any one of the Certificates with a "Class
B"
designation on the face thereof, substantially in the form of
Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC II
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-11
attached hereto, and evidencing a "regular interest" in REMIC II
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-12
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class
E"
designation on the face thereof, substantially in the form of
Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC II
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-14
attached hereto, and evidencing a "regular interest" in REMIC II
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-15
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class
H"
designation on the face thereof, substantially in the form of
Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class IO Certificate": Any one of the Certificates with a
"Class
IO" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the Components, each of which is a
"regular
interest" in REMIC II for purposes of the REMIC Provisions.
"Class IO Notional Amount": With respect to the Class IO
Certificates and any date of determination, the sum of the then
Component
Notional Amounts of all the Components.
"Class IO Strip Rate": With respect to any Class of Components
for
any Distribution Date, a rate per annum equal to (i) the Weighted
Average Net
Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for
the Corresponding Certificates.
"Class J Certificate": Any one of the Certificates with a "Class
J"
designation on the face thereof, substantially in the form of
Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class
K"
designation on the face thereof, substantially in the form of
Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class
L"
designation on the face thereof, substantially in the form of
Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class
M"
designation on the face thereof, substantially in the form of
Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class
N"
designation on the face thereof, substantially in the form of
Exhibit A-21
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class O Certificate": Any one of the Certificates with a "Class
O"
designation on the face thereof, substantially in the form of
Exhibit A-22
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class
P"
designation on the face thereof, substantially in the form of
Exhibit A-23
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of
any
Class of Sequential Pay Certificates outstanding from time to time.
As of the
Closing Date, the Class Principal Balance of each Class of
Sequential Pay
Certificates shall equal the Original Class Principal Balance
thereof. On each
Distribution Date, the Class Principal Balance of each such Class
of
Certificates shall be reduced by the amount of any distributions of
principal
made thereon on such Distribution Date pursuant to Section 4.01 or
9.01, as
applicable, and shall be further reduced by the amount of any
Realized Losses
and Additional Trust Fund Expenses allocated thereto on such
Distribution Date
pursuant to Section 4.04(a). The Class Principal Balance of any
Class of
Sequential Pay Certificates will be increased on any Distribution
Date by the
amount of any Certificate Deferred Interest allocated to such Class
on such
Distribution Date. Distributions in respect of a reimbursement of
Realized
Losses and Additional Trust Fund Expenses previously allocated to a
Class of
Sequential Pay Certificates shall not constitute distributions of
principal and
shall not result in reduction of the related Class Principal
Balance.
"Class Q Certificate": Any one of the Certificates with a "Class
Q"
designation on the face thereof, substantially in the form of
Exhibit A-24
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class R-I Certificate": Any one of the Certificates with a
"Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-25
attached hereto, and evidencing the sole class of residual
interests in REMIC I
for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a
"Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-26
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
II for purposes of the REMIC Provisions.
"Class Z Certificate": Any one of the Certificates with a "Class
Z"
designation on the face thereof, substantially in the form of
Exhibit A-27
attached hereto, and evidencing an undivided beneficial interest in
the
Additional Interest Grantor Trust that is described in Section
4.01(b).
"Closing Date": December 21, 2006.
"CMSA": The Commercial Mortgage Securities Association (formerly
the
Commercial Real Estate Secondary Market and Securitization
Association) or any
successor organization.
"CMSA Advance Recovery Report": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Bond File": The monthly report substantially in the form
of,
and containing the information called for in, the downloadable form
of the "CMSA
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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report": The 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 approved by the CMSA for
commercial
mortgage securities transactions generally. In connection with
preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall
process (a)
interim financial statements beginning with interim financial
statements for the
fiscal quarter ending March 31, 2007, and (b) annual financial
statements
beginning with annual financial statements for the 2007 fiscal
year.
"CMSA Delinquent Loan Status Report": The 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
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Financial File": The 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions
generally.
"CMSA Loan Level Reserve/LOC Report": The report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "CMSA Loan Level Reserve/LOC 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 approved by the CMSA for commercial
mortgage securities
transactions generally.
"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
approved by
the CMSA for commercial mortgage securities transactions
generally.
"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 approved by the CMSA for
commercial
mortgage securities transactions generally.
"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 approved by the
CMSA for
commercial mortgage securities transactions 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 Operating Statement Analysis": 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 approved
by the CMSA for commercial mortgage-backed securities transactions
generally. In
connection with preparing the CMSA Operating Statement Analysis,
the Master
Servicer shall process (a) interim financial statements beginning
with interim
financial statements for the fiscal quarter ending March 31, 2007
and (b) annual
financial statements beginning with annual financial statements for
the 2007
fiscal year.
"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 approved by the CMSA for
commercial
mortgage securities transactions generally.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally.
"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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Servicer Watchlist/Portfolio Review
Guidelines"
available as of the Closing Date on the CMSA Website, or in such
other final
form for the presentation of such information and containing such
additional
information as may from time to time be promulgated as approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Total Loan Report": A monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Total Loan 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Website": The website maintained by the CMSA with an
address,
as of the Closing Date, of "www.cmbs.org".
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of
the Treasury
promulgated thereunder.
"Co-Lender Loans": As defined in the Preliminary Statement.
"Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately
preceding the
month in which such Distribution Date occurs (or, in the case of
the initial
Distribution Date, commencing on the day after the related Cut-Off
Date) and
ending on and including the eleventh day in the month in which such
Distribution
Date occurs. Notwithstanding the foregoing, in the event that the
last day of a
Collection Period is not a Business Day, any Periodic Payments or
Principal
Prepayments with respect to the Mortgage Loans relating to a Due
Date occurring
in such Collection Period (but for the application of the next
Business Day
convention) received on the Business Day immediately following such
day will be
deemed to have been received during such Collection Period and not
during any
other Collection Period. In addition, notwithstanding the
foregoing, with
respect to any Distribution Date, in the event that the Due Date,
including any
grace period, with respect to any Mortgage Loan relating to such
Distribution
Date occurs after the last day of the related Collection Period,
any payments
received with respect to the related Mortgage Loan on or before
such Due Date as
extended by any applicable grace period (including without
limitation, any
prepayments) will be deemed to have been received during such
Collection Period
and not during any other Collection Period.
"Commission": The Securities and Exchange Commission or any
successor agency.
"Companion Distribution Account": With respect to the Companion
Loans, other than the Non-Serviced Companion Loans, the separate
account(s) or
subaccount(s) created and maintained by the Companion Paying Agent
pursuant to
Section 3.04(b) and held on behalf of the Companion Holders, which
shall be
entitled "Wachovia Bank, National Association, as Companion Paying
Agent for the
Companion Holders of the Companion Loans relating to the Wachovia
Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series
2006-C29." The Companion Distribution Accounts shall not be assets
of the Trust
Fund, but instead each Companion Distribution Account shall be held
by the
Companion Paying Agent on behalf of the applicable Companion
Holder. Any such
account shall be an Eligible Account or a subaccount of an Eligible
Account.
Notwithstanding the foregoing, if the Master Servicer and the
Companion Paying
Agent are the same entity, the Companion Distribution Account may
be the related
subaccount or subaccounts of the Certificate Account referenced in
the second to
the last paragraph of Section 3.04(a).
"Companion Holder": With respect to any Companion Loan, the owner
of
the Mortgage Note representing such Companion Loan. As of the
Closing Date, the
Companion Holders of the Companion Loans are (i) Wachovia Bank,
National
Association, with respect to the Galleria at Tyler Subordinate
Companion Loan,
(ii) the 2006-C28 Trust Fund, with respect to the Newport Bluffs
Pari Passu
Companion Loan, (iii) Wachovia Bank, National Association, with
respect to the
Renaissance Tower Office Building Subordinate Companion Loan, (iv)
CBA-Mezzanine
Capital Finance, LLC, with respect to the Dakota Square Mall
Subordinate
Companion Loan, (v) Caplease Debt Funding LP, with respect to the
Aetna
Building-Fresno, CA Subordinate Companion Loans and (vi) Caplease
Debt Funding,
LP, with respect to each of the FBI - Albany, NY Subordinate
Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The paying agent appointed pursuant
to
Section 3.26.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.
"Component": Each of Component IO-A-1, Component IO-A-1A,
Component
IO-A-2, Component IO-A-3, Component IO-A-PB, Component IO-A-4,
Component IO-A-M,
Component IO-A-J, Component IO-B, Component IO-C, Component IO-D,
Component
IO-E, Component IO-F, Component IO-G, Component IO-H, Component
IO-J, Component
IO-K, Component IO-L, Component IO-M, Component IO-N, Component
IO-O, Component
IO-P and Component IO-Q.
"Component IO-A-1": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1 as of any date
of
determination.
"Component IO-A-1A": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A as of any
date of
determination.
"Component IO-A-2": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-2 as of any date
of
determination.
"Component IO-A-3": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-3 as of any date
of
determination.
"Component IO-A-4": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-4 as of any date
of
determination.
"Component
IO-A-J": One of the 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-J as of any date
of
determination.
"Component IO-A-M": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-M as of any date
of
determination.
"Component IO-A-PB": One of 23 components of the Class IO
Certificates having a Component Notional Amount equal to the then
current REMIC
I Principal Balance of REMIC I Regular Interest LA-PB as of any
date of
determination.
"Component IO-B": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LB as of any date of
determination.
"Component IO-C": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LC as of any date of
determination.
"Component IO-D": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LD as of any date of
determination.
"Component IO-E": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LE as of any date of
determination.
"Component IO-F": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LF as of any date of
determination.
"Component IO-G": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LG as of any date of
determination.
"Component IO-H": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LH as of any date of
determination.
"Component IO-J": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LJ as of any date of
determination.
"Component IO-K": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LK as of any date of
determination.
"Component IO-L": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LL as of any date of
determination.
"Component IO-M": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LM as of any date of
determination.
"Component IO-N": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LN as of any date of
determination.
"Component IO-O": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LO as of any date of
determination.
"Component IO-P": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LP as of any date of
determination.
"Component IO-Q": One of 23 components of the Class IO
Certificates
having a Component Notional Amount equal to the then current REMIC
I Principal
Balance of REMIC I Regular Interest LQ as of any date of
determination.
"Controlling Class": With respect to each Mortgage Loan as of
any
date of determination, the Class of Sequential Pay Certificates,
(i) which bears
the latest payment priority and (ii) the Class Principal Balance of
which is
greater than 25% of the Original Class Principal Balance thereof;
provided,
however, if no Class of Sequential Pay Certificates satisfies
clause (ii) above,
the Controlling Class shall be the outstanding Class of Sequential
Pay
Certificates bearing the latest payment priority. With respect to
determining
the Controlling Class, the Class A-1, Class A-2, Class A-3, Class
A-PB, Class
A-4 and Class A-1A Certificates shall be deemed a single Class of
Certificates.
"Controlling Class Representative": As defined in Section
3.25(a).
"Controlling Person": With respect to any Person, any other
Person
who "controls" such Person within the meaning of the Securities
Act.
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its corporate trust business with
respect to
this Agreement shall be administered, which office at the date of
the execution
of this Agreement is located at (i) with respect to maintenance of
the
Certificate Registrar and the transfer and exchange of
Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth and Marquette,
Minneapolis,
Minnesota 55479 0113, Attention: Corporate Trust Services (CMBS)
Wachovia Bank
Commercial Mortgage Trust, Series 2006-C29 and (ii) for all other
purposes, the
office of the Trustee located at 9062 Old Annapolis Road, Columbia,
Maryland
21045 1951, Attention: Corporate Trust Services (CMBS) Wachovia
Bank Commercial
Mortgage Trust, Series 2006 C29.
"Corrected Mortgage Loan": Any Mortgage Loan (other than the
2006-C28 Serviced Mortgage Loan) and, if applicable, any Companion
Loan (other
than the Non-Serviced Companion Loans) that had been a Specially
Serviced
Mortgage Loan but has ceased to be a Specially Serviced Mortgage
Loan in
accordance with the definition of "Specially Serviced Mortgage
Loan."
"Corresponding Certificate": As defined in the Preliminary
Statement
with respect to any Corresponding Component or any Corresponding
REMIC I Regular
Interest.
"Corresponding Component": As defined in the Preliminary
Statement
with respect to any Corresponding Certificate or any Corresponding
REMIC I
Regular Interest.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding
Certificates or
any Corresponding Component of the Class IO Certificates.
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The Debt Service
Coverage
Ratio for all remaining related Crossed Loans for the four calendar
quarters
immediately preceding the repurchase or substitution is not less
than the Debt
Service Coverage Ratio for all such related Crossed Loans,
including the
affected Crossed Loan, for the four calendar quarters immediately
preceding the
repurchase or substitution, (ii) the Loan-to-Value Ratio for any
remaining
related Crossed Loans determined at the time of repurchase or
substitution based
upon an Appraisal obtained by the Special Servicer at the expense
of the related
Mortgage Loan Seller is not greater than the Loan-to-Value Ratio
for all such
related Crossed Loans, including the affected Crossed Loan,
determined at the
time of repurchase or substitution based upon an Appraisal obtained
by the
Special Servicer at the expense of the related Mortgage Loan Seller
and (iii)
the Mortgage Loan Seller, at its expense, shall have furnished the
Trustee with
an Opinion of Counsel that the repurchase of or substitution for a
Crossed Loan,
including, without limitation, any modification relating to such
repurchase or
substitution, shall not cause an Adverse REMIC Event.
"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, a Mortgage Loan Seller or an
Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or
if such custodian has been so appointed, but the Trustee shall have
terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-Off Date": With respect to any Mortgage Loan or Companion
Loan,
the Due Date for such Mortgage Loan or Companion Loan in December
2006.
"Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal balance of such Mortgage
Loan or
Companion Loan as of the Cut-Off Date, after application of all
unscheduled
payments of principal received on or before such date and the
principal
component of all Periodic Payments due on or before such date,
whether or not
received.
"Dakota Square Mall Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of November 9, 2006, by and
between
Wachovia Bank, National Association, as A Note Holder, and
CBA-Mezzanine Capital
Finance, LLC, as B Note Holder, relating to the Dakota Square Mall
Whole Loan.
"Dakota Square Mall
Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 11 on the
Mortgage Loan
Schedule).
"Dakota Square Mall Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Dakota Square Mall
Loan and
subordinate in right of entitlement to the Dakota Square Mall
Loan.
"Dakota Square Mall Whole Loan": The Dakota Square Mall Loan,
together with the Dakota Square Mall Subordinate Companion
Loan.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan,
as
of any date of determination, the ratio of (x) the annualized Net
Operating
Income (before payment of any debt service on such Mortgage Loan)
generated by
the related Mortgaged Property during the most recently ended
period of not less
than six months and not more than twelve months for which financial
statements,
if available (whether or not audited) have been received by or on
behalf of the
related Mortgage Loan Seller (prior to the Closing Date) or the
Master Servicer
or the Special Servicer (following the Closing Date), to (y) twelve
times the
amount of the Periodic Payment in effect for such Mortgage Loan as
of such date
of determination.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
60
days or more with respect to a Periodic Payment (not including the
Balloon
Payment) or (ii) that is delinquent in respect of its Balloon
Payment; provided,
however, if the Mortgagor continues to make its Assumed Scheduled
Payment and
diligently pursues refinancing, such Mortgage Loan shall not be
considered a
Defaulted Mortgage Loan until 60 days following such default (or,
if the Master
Servicer has, within 60 days after the Due Date of such Balloon
Payment,
received written evidence from an institutional lender of such
lender's binding
commitment (which is reasonably acceptable to the Special Servicer
and for which
the Controlling Class Representative has given its consent (which
consent shall
be deemed denied if not granted within 10 Business Days)) to
refinance such
Mortgage Loan, 120 days following such default) (provided that if
such
refinancing does not occur during such time specified in the
commitment, the
related Mortgage Loan will immediately become a Defaulted Mortgage
Loan), in
either case such delinquency to be determined without giving effect
to any grace
period permitted by the related Mortgage or Mortgage Note and
without regard to
any acceleration of payments under the related Mortgage and
Mortgage Note, or
(iii) as to which the Master Servicer or Special Servicer has, by
written notice
to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced
by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan,
the
United States government securities required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Mortgage Loan identified as a Defeasance
Loan
on the Mortgage Loan Schedule which permits or requires the related
Mortgagor
(or permits the holder of such Mortgage Loan to require the related
Mortgagor)
to pledge Defeasance Collateral to such holder in lieu of
prepayment.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.03(a).
"Depositor": Wachovia 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 Securities
Exchange Act of
1934, as amended.
"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.
"Determination Date": The eleventh day of each month, or if
such
eleventh day is not a Business Day, the Business Day immediately
succeeding,
commencing in January 2007.
"Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor Special Servicer mutually
agreeable to
the Special Servicer, the Controlling Class Representative and the
applicable
Mortgage Loan Seller, or any successor in interest thereto;
provided that (a)
each such party is on the list of approved special servicers by
Moody's and on
S&P's Select Servicer List as a U.S. Commercial Mortgage
Special Servicer or (b)
each Rating Agency has confirmed in writing that contracting with
such
Determination Party would not result in a downgrade, qualification
or withdrawal
of the then current rating assigned to any of the Certificates that
are then
currently rated by such Rating Agency.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof, the management of
such REO
Property, the holding of such REO Property primarily for sale or
lease or the
performance of any construction work thereon, in each case other
than through an
Independent Contractor; provided, however, the Trustee (or the
Special Servicer
or any Sub-Servicer on behalf of the Trustee) shall not be
considered to
Directly Operate an REO Property solely because the Trustee (or the
Special
Servicer or any Sub-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": With respect to any prepaid Mortgage Loan or
REO
Loan for purposes of allocating any Yield Maintenance Charge or
Prepayment
Premium received thereon or with respect thereto among the
respective Classes of
the Sequential Pay Certificates (other than any Excluded Class
thereof), an
amount, calculated by the Master Servicer and reported to the
Trustee pursuant
to Section 4.02(b), will be equal to the discount rate stated in
the related
Mortgage Loan documents used in calculating the Yield Maintenance
Charge or
Prepayment Premium with respect to such principal prepayment. To
the extent that
a discount rate is not stated therein, the "Discount Rate" will be
equal to the
yield (when compounded monthly) on the U.S. Treasury issue with a
maturity date
closest to the maturity date for such prepaid Mortgage Loan or REO
Loan. In the
event there are two or more such U.S. Treasury issues (a) with the
same coupon,
the issue with the lowest yield shall apply, and (b) with maturity
dates equally
close to the maturity date for the prepaid Mortgage Loan or REO
Loan, the issue
with the earliest maturity date shall apply.
"Disqualified Non-United States Person": With respect to a Class
R-I
or Class R-II Certificate, any Non-United States Person or agent
thereof other
than (i) a Non-United States Person that holds the Class R-I or
Class R-II
Certificate in connection with the conduct of a trade or business
within the
United States and has furnished the transferor and the Certificate
Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a
Non-United
States Person that has delivered to both the transferor and the
Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
the transfer of the Class R-I or Class R-II Certificate to it is in
accordance
with the requirements of the Code and the regulations promulgated
thereunder and
that such transfer of the Class R-I or Class R-II Certificate will
not be
disregarded for 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 FHLMC, 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 Trustee or the Certificate Registrar based upon
an Opinion of
Counsel (which shall not be an expense of the Trustee) that the
holding of an
Ownership Interest in a Residual Certificate by such Person may
cause the Trust
Fund or any Person having an Ownership Interest in any Class of
Certificates,
other than such Person, to incur a liability for any federal tax
imposed under
the Code that would not otherwise be imposed but for the Transfer
of an
Ownership Interest in a Residual Certificate to such Person. The
terms "United
States," "State" and "international organization" shall have the
meanings set
forth in Section 7701 of the Code or successor provisions.
"Distributable Certificate Interest": With respect to: (a) any
Class
of Sequential Pay Certificates for any Distribution Date, the
Accrued
Certificate Interest in respect of such Class of Certificates for
such
Distribution Date, reduced (to not less than zero) by (i) the
product of (A) any
Net Aggregate Prepayment Interest Shortfall for such Distribution
Date, (B) a
fraction, expressed as a decimal, the numerator of which is the
Accrued
Certificate Interest in respect of such Class of Certificates for
such
Distribution Date, and the denominator of which is the aggregate
Accrued
Certificate Interest in respect of all the Classes of Sequential
Pay
Certificates for such Distribution Date, and (ii) with respect to
each such
Class, such Class' share of any Certificate Deferred Interest
allocated to such
Class of Certificates in accordance with Section 4.04(c); and (b)
the Class IO
Certificates for any Distribution Date, the Accrued Certificate
Interest in
respect of such Class of Certificates for such Distribution
Date.
"Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of
the Trustee
pursuant to Section 3.04(b) which shall be entitled "Wells Fargo
Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C29."
"Distribution Date": With respect to any Determination Date,
the
fourth Business Day following such Determination Date.
"Distribution Date Statement": As defined in Section 4.02(a).
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special
Servicer and the
Trustee, which lists certain parties identified by the Depositor as
having
failed to comply with their respective obligations under Section
8.17 of this
Agreement or as having failed to comply with any similar Regulation
AB reporting
requirements under any pooling and servicing agreement relating to
any other
series of certificates offered by the Depositor.
"Document Defect": As defined in Section 2.03(a).
"Domestic Global Certificate": Any of the single, permanent
global
certificates that represents the Certificates sold in reliance on
Rule 144A
under the Act.
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date or any Companion Loan on or prior to its
maturity date, the
day of the month set forth in the related Mortgage Note on which
each Periodic
Payment on such Mortgage Loan or Companion Loan is scheduled to be
first due;
(ii) any Mortgage Loan after its Stated Maturity Date or any
Companion Loan
after its maturity date, the day of the month set forth in the
related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or
Companion Loan had
been scheduled to be first due and (iii) any REO Loan, the day of
the month set
forth in the related Mortgage Note on which each Periodic Payment
on the related
Mortgage Loan had been scheduled to be first due.
"EDGAR": The Commission's Electronic Data Gathering, Analysis
and
Retrieval system.
"Eligible Account": Any of (i) an account maintained with a
federal
or state chartered depository institution or trust company, and (a)
with respect
to deposits held for 30 days or more in such account, the long-term
deposit or
unsecured debt obligations of which are rated at least (A) "Aa3" by
Moody's (if
then rated by Moody's), (B) "AA-" by S&P (or "A-"; provided the
short-term
unsecured debt obligations are rated at least "A-1" by S&P) and
(C) "AA-" by
Fitch (or "A-"; provided the short term unsecured debt obligations
are rated at
least "F-1" by Fitch) (or, with respect to any such Rating Agency,
such lower
rating as will not result in qualification, downgrading or
withdrawal of the
ratings then assigned to the Certificates, as evidenced in writing
by the
applicable Rating Agency), at any time such funds are on deposit
therein or (b)
with respect to deposits held for less than 30 days in such
account, the
short-term deposits of which are rated at least "P-1" by Moody's
(if then rated
by Moody's), "A-1" by S&P and "F1" by Fitch (or, with respect
to any such Rating
Agency, such lower rating as will not result in qualification,
downgrading or
withdrawal of the ratings then assigned to the Certificates) as
evidenced in
writing by the applicable Rating Agency at any time such funds are
on deposit
therein; or (ii) a segregated trust account or accounts maintained
with a
federal or state chartered depository institution or trust company
acting in its
fiduciary capacity, which, in the case of a state chartered
depository
institution or trust company, is subject to regulations regarding
fiduciary
funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), the long
term deposits or unsecured debt of which, or if it is the
wholly-owned
subsidiary of an entity the long-term deposits or unsecured
obligations of
which, are rated at least "Baa3" by Moody's and which has a
combined capital and
surplus of at least $50,000,000; or (iii) any other account, the
use of which
would not, in and of itself, cause a qualification, downgrading or
withdrawal of
the then-current rating assigned to any Class of Certificates, as
confirmed in
writing by each Rating Agency.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily
Guide or any
successor provisions covering the same subject matter in the case
of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property
is multifamily
property or (ii) the American Society for Testing and Materials in
the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged
Property is
not multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended, and any regulations and administrative pronouncements
thereunder.
"ERISA Restricted Certificate": Any Class K, Class L, Class M,
Class
N, Class O, Class P or Class Q Certificate; provided that any such
Certificate
(a) will cease to be considered an ERISA Restricted Certificate and
(b) will
cease to be subject to the transfer restrictions related to ERISA
Restricted
Certificates contained in Section 5.02(c) if, as of the date of a
proposed
transfer of such Certificate, either (i) it is rated in one of the
four highest
generic ratings categories by a Rating Agency or (ii) relevant
provisions of
ERISA and the Code would permit transfer of such Certificate to a
Plan without
resulting in a non-exempt prohibited transaction.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground rents (if
applicable) and other similar items in respect of the related
Mortgaged
Property.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Exchange Act": Securities Exchange Act of 1934, as amended.
"Exchange Certificate": The certificate necessary to exchange
an
interest in a Regulation S Global Certificate for an interest in a
Domestic
Global Certificate, which is in the form of Exhibit F-4 attached
hereto, or the
certificate necessary to exchange an interest in a Domestic Global
Certificate
for an interest in a Regulation S Global Certificate, which is in
the form of
Exhibit F-5 or Exhibit F-6, as applicable, hereto, in each case as
described in
Section 5.02(e).
"Excluded Class": Any Class of Sequential Pay Certificates
other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates,
Class A-PB Certificates, Class A-4 Certificates, Class A-1A
Certificates, Class
A-M Certificates, Class A-J Certificates, Class B Certificates,
Class C
Certificates, Class D Certificates, Class E Certificates, Class F
Certificates,
Class G Certificates, Class H Certificates and Class J
Certificates.
"Exemptions": Department of Labor Prohibited Transaction
Exemption
("PTE") 96-22, PTE 89-88 and PTE 90-59, each as amended from time
to time, or
any successor thereto.
"FBI - Albany, NY Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of June 29, 2006, by and
among Wachovia
Bank, National Association, as Senior Note A Holder, Caplease Debt
Funding, LP,
as Junior Note A Holder, and Caplease Debt Funding, LP, as Note B
Holder,
relating to the FBI - Albany, NY Whole Loan.
"FBI - Albany, NY Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 80 on the
Mortgage Loan
Schedule).
"FBI - Albany, NY Subordinate Companion Loans": Those certain
mortgage loans , each evidenced by a note, which are not assets of
the Trust
Fund, both secured by the Mortgaged Property securing the FBI -
Albany, NY Loan
and subordinate in right of entitlement to the FBI - Albany, NY
Loan.
"FBI - Albany, NY Whole Loan": The FBI - Albany, NY Loan,
collectively with the FBI - Albany, NY Subordinate Companion
Loans.
"FDIC": Federal Deposit Insurance Corporation, or its successor
in
interest.
"FHLMC": Federal Home Loan Mortgage Corporation, or its successor
in
interest.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if
applicable, any
defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO
Property, as the case may be, that was purchased by either Mortgage
Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement or by
the Majority
Subordinate Certificateholder, the applicable Companion Holder or
the Special
Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h),
or by the
Master Servicer, the Special Servicer or the Majority
Subordinate
Certificateholder pursuant to Section 9.01) that there has been a
recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries
that the Special Servicer has determined, in accordance with the
Servicing
Standard, will be ultimately recoverable (or, in the case of the
2006-C28
Serviced Mortgage Loan, a "Final Recovery Determination" as defined
in the
2006-C28 Pooling and Servicing Agreement with respect to such
Mortgage Loan).
"Fitch": Fitch, Inc., or its successor in interest. If neither
Fitch
nor any successor remains in existence, "Fitch" shall be deemed to
refer to such
other nationally recognized statistical rating agency or any other
comparable
Person designated by the Depositor, notice of which designation
shall be given
to the Trustee, the Master Servicer and the Special Servicer, and
specific
ratings of Fitch herein referenced shall be deemed to refer to the
equivalent
ratings of the party so designated.
"FNMA": Federal National Mortgage Association, or any successor
in
interest.
"Form 8-K Disclosure Information": As defined in Section
8.17(j).
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related
REO Property
net of any related Liquidation Expenses, over (ii) the Purchase
Price for such
Mortgage Loan on the date on which such Liquidation Proceeds were
received.
"Gain-on-Sale Reserve Account": A segregated custodial account
or
accounts or subaccount of the Distribution Account created and
maintained by the
Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee
in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C29."
Any such account shall be an Eligible Account or a subaccount of an
Eligible
Account.
"Galleria at Tyler Control Appraisal Period": The "Control
Appraisal
Period" as that term is defined in the Galleria at Tyler
Intercreditor
Agreement.
"Galleria at Tyler Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of September 29, 2006, by
and between
Wachovia Bank, National Association, as Lead Lender, and Wachovia
Bank, National
Association, as Co-Lender, relating to the Galleria at Tyler Whole
Loan.
"Galleria at Tyler Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 3 on the
Mortgage Loan
Schedule).
"Galleria at Tyler Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the
Trust Fund,
secured by the Mortgaged Property securing the Galleria at Tyler
Loan and
subordinate in right of entitlement to the Galleria at Tyler
Loan.
"Galleria at Tyler Whole Loan": The Galleria at Tyler Loan,
together
with the Galleria at Tyler Subordinate Companion Loan.
"Global Certificates": The Certificates represented by the
Regulation S Global Certificates and/or the Domestic Global
Certificates.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J
of
the Code and Treasury Regulations Section 301.7701-4(c).
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged
Property or space
lease within such Mortgaged Property, the lease agreement creating
such
leasehold interest.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations now existing or hereafter enacted, and
specifically
including, without limitation, asbestos and asbestos-containing
materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"HUD-Approved Servicer": A servicer approved by the Secretary
of
Housing and Urban Development pursuant to Section 207 of the
National Housing
Act.
"Impound Reserve": As defined in Section 3.16(c) hereof.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Depositor, the
Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling
Class
Representative, the Trustee, any Companion Holder 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, the Mortgage
Loan Sellers,
the Master Servicer, the Special Servicer, the Controlling Class
Representative,
the Trustee, any Companion Holder or any Affiliate thereof, and
(iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master
Servicer,
the Controlling Class Representative, the Special Servicer, the
Trustee, any
Companion Holder or any Affiliate thereof as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, a Person shall not fail to be Independent of the
Depositor,
the Mortgage Loan Sellers, the Master Servicer, the Controlling
Class
Representative, the Special Servicer, the Trustee 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, the Mortgage Loan Sellers, the
Master
Servicer, the Special Servicer, the Controlling Class
Representative, the
Trustee or any Affiliate thereof, as the case may be.
"Independent Appraiser": An Independent professional real
estate
appraiser who is a member in good standing of the Appraisal
Institute, and, if
the State in which the subject Mortgaged Property is located
certifies or
licenses appraisers, certified or licensed in such State, and in
each such case,
who has a minimum of five years experience in the subject property
type and
market.
"Independent Contractor": Any Person that would be an
"independent
contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of
the Code if REMIC I 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 percent 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 delivered, at no
expense to the
Master Servicer, the Special Servicer, the Trustee or the Trust
Fund, to the
Trustee and the Master Servicer, so long as REMIC I does not
receive or derive
any income from such Person; provided that the relationship between
such Person
and REMIC I is at arm's length, all within the meaning of Treasury
Regulations
Section 1.856-4(b)(5)), or any other Person upon receipt by the
Trustee of an
Opinion of Counsel, which shall be at no expense to the Master
Servicer, the
Special Servicer, the Trustee or the Trust Fund, to the effect that
the taking
of any action in respect of any REO Property by such Person,
subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such REO Property to
cease to
qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of
the Code, or cause any income realized in respect of such REO
Property to fail
to qualify as Rents from Real Property as defined in Section 856(d)
of the Code.
"Initial Purchaser": Wachovia Capital Markets, LLC, or its
respective successors in interest, individually or collectively as
the context
requires.
"Institutional Accredited Investor": Institutional "accredited
investors" as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under
the Securities Act or any entity in which all the equity holders
fall within any
such subsections.
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy,
to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors,
as the case may be, pursuant to the terms of the related Mortgage
or lease, in
accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.08(c).
"Intercreditor Agreement": Each of the Galleria at Tyler
Intercreditor Agreement, the Newport Bluffs Pari Passu
Intercreditor Agreement,
the Renaissance Tower Office Building Intercreditor Agreement, the
Dakota Square
Mall Intercreditor Agreement, the Aetna Building-Fresno, CA
Intercreditor
Agreement and the FBI - Albany, NY Intercreditor Agreement,
individually or
collectively, as the context may require.
"Interest Accrual Period": With respect to each Class of
Regular
Certificates, REMIC I Regular Interests or Component and any
Distribution Date,
the calendar month immediately preceding the calendar month in
which such
Distribution Date occurs. Notwithstanding the foregoing, each
Interest Accrual
Period is deemed to consist of 30 days for purposes of calculating
interest on
the Regular Certificates, the REMIC I Regular Interests and
Components.
"Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust
for
Certificateholders, which shall be entitled "Wells Fargo Bank,
N.A., as Trustee,
on behalf of and in trust for the registered holders of Wachovia
Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C29".
"Interest Reserve Amount": With respect to each Interest
Reserve
Loan and each Distribution Date that occurs in February of each
year and in
January of each year that is not a leap year (unless, in either
case, the
related Distribution Date is the final Distribution Date), an
amount equal to
one day's interest at the related Mortgage Rate (without regard to
the second
proviso in the definition thereof) on the related Stated Principal
Balance as of
the Due Date in the month in which such Distribution Date occurs
(but prior to
the application of any amounts owed on such Due Date), to the
extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due
Date as of the
related P&I Advance Date.
"Interest Reserve Loan": Each Mortgage Loan that is an
Actual/360
Mortgage Loan.
"Interest Shortfall Account": As defined in Section 3.04(g).
"Interest Shortfall Amount": $0.
"Interested Person": The Depositor, any Mortgage Loan Seller,
the
Master Servicer, the Special Servicer, any Independent Contractor
hired by the
Special Servicer, any Holder of a Certificate, each Companion
Holder (but only
with respect to the related Co-Lender Loan) or any Affiliate of any
such Person.
"Internet Website": The Internet Websites maintained by the
Trustee
and, if applicable, the Master Servicer initially located at
"www.ctslink.com"
and "www.wachovia.com", respectively, or such other address as
provided to the
parties hereto from time to time.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations
promulgated
thereunder.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon during any Collection Period,
other than
Penalty Interest, whether as payments, Insurance Proceeds,
Liquidation Proceeds
or otherwise, which represent late collections of the principal
and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or
an Assumed
Scheduled Payment in respect of such Mortgage Loan or Companion
Loan due or
deemed due on a Due Date in a previous Collection Period, and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property during any Collection Period, whether as
Insurance
Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late
collections of the principal and/or interest portions of a
Scheduled Payment
(other than a Balloon Payment) or an Assumed Scheduled Payment in
respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in
respect of such
REO Loan due or deemed due on a Due Date in a previous Collection
Period and not
previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to the
applicable
Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is
purchased by the
Majority Subordinate Certificateholder, the Companion Holders, the
mezzanine
lenders or the Special Servicer pursuant to Section 3.18(c),
3.18(d), 3.18(e) or
3.18(m), or by the Master Servicer, the Special Servicer or the
Majority
Subordinate Certificateholder pursuant to Section 9.01. With
respect to any REO
Property (and the related REO Loan), any of the following events:
(i) a Final
Recovery Determination is made with respect to such REO Property;
(ii) such REO
Property is purchased by the Master Servicer, the Special Servicer
or the
Majority Subordinate Certificateholder pursuant to Section 9.01; or
(iii) such
REO Property is purchased by the Companion Holder as described in
Section
3.18(d).
"Liquidation Fee": With respect to each Specially Serviced
Mortgage
Loan and REO Loan, the fee payable to the Special Servicer out of
certain
related recoveries pursuant to the third paragraph of Section
3.11(c).
"Liquidation Fee Rate": With respect to all amounts set forth in
the
third paragraph of Section 3.11(c), 1.00%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the
Special
Servicer in connection with: (i) the taking of all or a part of a
Mortgaged
Property or REO Property by exercise of the power of eminent domain
or
condemnation, subject, however, to the rights of any tenants and
ground lessors,
as the case may be, and the rights of the Mortgagor under the terms
of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or
other
collateral constituting security for a Defaulted Mortgage Loan,
through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Mortgagor in
accordance
with applicable law and the terms and conditions of the related
Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment
obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan
by the
Majority Subordinate Certificateholder, the related Companion
Holder, the
mezzanine lenders or the Special Servicer pursuant to Section
3.18(c), Section
3.18(d), Section 3.18(e) or Section 3.18(m); (v) the repurchase of
a Mortgage
Loan by a Mortgage Loan Seller pursuant to the applicable Mortgage
Loan Purchase
Agreement; (vi) the purchase of a Mortgage Loan or REO Property by
the Master
Servicer, the Special Servicer, or the Majority Subordinate
Certificateholder
pursuant to Section 9.01; (vii) the purchase of an REO Property by
the Companion
Holder pursuant to Section 3.18(d); or (viii) the remittance by the
applicable
Mortgage Loan Seller of amounts specified in Section 2.03(g).
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 1.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 2.
"Loan Pair": Collectively, any Co-Lender Loan and its related
Companion Loan(s).
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of
any
date of determination, a fraction, expressed as a percentage, the
numerator of
which is the then current principal amount of such Mortgage Loan,
and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"Lockout Period": With respect to any Mortgage Note that
prohibits
the Mortgagor from prepaying such Mortgage Loan until a date
specified in such
Mortgage Note, the period from the Closing Date until such
specified date.
"Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any
Holder which is
an Affiliate of the Depositor or the Mortgage Loan Seller) entitled
to greater
than 50% of the Voting Rights allocated to the Controlling Class;
provided,
however, if there is no single Holder of Certificates entitled to
greater than
50% of the Voting Rights allocated to such Class, then the Majority
Subordinate
Certificateholder shall be the single Holder of Certificates with
the largest
percentage of Voting Rights allocated to such Class. With respect
to determining
the Majority Subordinate Certificateholder, the Class A-1
Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB
Certificates,
the Class A-4 Certificates and the Class A-1A Certificates shall be
deemed to be
a single Class of Certificates, with such Voting Rights allocated
among the
Holders of Certificates of such Classes in proportion to the
respective
Certificate Principal Balances of such Certificates as of such date
of
determination.
"Master Servicer": Wachovia Bank, National Association, its
successor in interest (including the Trustee as successor pursuant
to Section
7.02), or any successor master servicer appointed as herein
provided.
"Master Servicing Fee": With respect to each Mortgage Loan and
REO
Loan the fee payable to the Master Servicer pursuant to Section
3.11(a).
"Master Servicing Fee Rate": With respect to each Mortgage Loan
the
percentage set forth under the column "Master Servicing Fee Rate"
on the
Mortgage Loan Schedule.
"Material Core Documents": As defined in Section 2.03.
"Memorandum": As defined in the Mortgage Loan Purchase
Agreement.
"Money Term": With respect to any Mortgage Loan, the maturity
date,
Mortgage Rate, Stated Principal Balance, amortization term or
payment frequency
thereof or any provision thereof requiring the payment of a
Prepayment Premium
or Yield Maintenance Charge in connection with a Principal
Prepayment (but not
any late fees or default interest provisions).
"Moody's": Moody's Investors Service, Inc., or its successor in
interest. If Moody's nor any successor remains in existence,
"Moody's" shall be
deemed to refer to such other nationally recognized statistical
rating agency or
other comparable Person designated by the Depositor, notice of
which designation
shall be given to the Trustee, the Master Servicer and the Special
Servicer, and
specific ratings of Moody's herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed
of
trust, deed to secure debt or similar instrument that secures the
Mortgage Note
and creates a lien on the fee or leasehold interest in the related
Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
to which the Mortgage Rate has been reduced through a modification
and any
Distribution Date, the amount by which (a) interest accrued at such
reduced rate
is less than (b) the amount of interest that would have accrued on
such Mortgage
Loan at the Mortgage Rate before such reduction, to the extent such
amount has
been added to the outstanding principal balance of such Mortgage
Loan.
"Mortgage File": With respect to any Mortgage Loan, collectively
the
following documents:
(i) the original executed Mortgage Note including any power of
attorney
related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by
allonge
attached
thereto (without recourse, representation or warranty, express
or
implied)
to the order of "Wells Fargo Bank, N.A., as trustee for the
registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage
Pass-Through Certificates, Series 2006-C29", or in blank (or a
lost note
affidavit and indemnity with a copy of such Mortgage Note
attached
thereto);
(ii) an original or copy of the Mortgage, together with any and
all
intervening assignments thereof, in each case (unless not yet
returned by
the
applicable recording office) with evidence of recording
indicated
thereon or
certified by the applicable recording office;
(iii) an original or copy of any related Assignment of Leases
(if
such item
is a document separate from the Mortgage), together with any
and
all
intervening assignments thereof, in each case (unless not yet
returned
by the
applicable recording office) with evidence of recording
indicated
thereon or
certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except
for
any
missing recording information), of (a) the Mortgage, (b) any
related
Assignment
of Leases (if such item is a document separate from the
Mortgage
and to the extent not already assigned pursuant to preceding
clause
(a)) and (c) any other recorded document relating to the
Mortgage
Loan
otherwise included in the Mortgage File, in favor of "Wells
Fargo
Bank,
N.A., as trustee for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series
2006-C29", or in blank;
(v) an original assignment of all unrecorded documents relating
to
the
Mortgage Loan (to the extent not already assigned pursuant to
clause
(iv)
above), in favor of "Wells Fargo Bank, N.A., as trustee for the
registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage
Pass-Through Certificates, Series 2006-C29", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption
and substitution agreements in those instances where the terms
or
provisions of the Mortgage or Mortgage Note have been consolidated
or
modified
or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's
title insurance or, if such policy has not been issued or
located,
an original or copy of an irrevocable, binding commitment
(which
may be a
marked version of the policy that has been executed by an
authorized
representative of the title company, a "pro forma" title
policy, or
an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the
title
company)
to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence
of filing satisfactory to the Trustee of any prior 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
Mortgage
Loan
Seller had possession of such UCC Financing Statements prior to
the
Closing
Date) and, if there is an effective UCC Financing Statement and
continuation statement in favor of the Mortgage Loan Seller on
record with
the
applicable public office for UCC Financing Statements, an original
UCC
Amendment,
in form suitable for filing in favor of "Wells Fargo Bank,
N.A., as
trustee for the registered holders of Wachovia Bank Commercial
Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2006-C29,
as assignee", or in blank;
(ix) an original or copy of (A) any Ground Lease, memorandum of
ground
lease and ground lessor estoppel, and (B) any loan guaranty or
indemnity
and (C) any environmental insurance policy;
(x) any intercreditor agreement relating to permitted debt
(including,
without limitation, mezzanine debt) of the Mortgagor;
(xi) copies of any loan agreement, escrow agreement or security
agreement
relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer
documents
relating
to such Mortgage Loan;
(xiii) copies of any management agreements and applicable
transfer
or
assignment documents;
(xiv) copies of any cash management agreements and applicable
transfer
or assignment documents;
(xv) copies of franchise agreements and franchisor comfort
letters,
if any,
for hospitality properties and applicable transfer or
assignment
documents;
and
(xvi) with respect to any Companion Loan, all of the above
documents
with
respect to such Companion Loan and the related Intercreditor
Agreement;
provided that a copy of each Mortgage Note relating to such
Companion Loan, rather than the original, shall be provided, and
no
assignments shall be provided;
provided that 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 the Custodian for documents
described in clauses
(vi) and (ix) through and including (xv) of this definition, shall
be deemed to
include only such documents to the extent the Trustee or Custodian
has actual
knowledge of their existence.
Notwithstanding the foregoing, with respect to the 2006-C28
Serviced
Mortgage Loan, the "Mortgage File" will consist of the original
note (or lost
note affidavit, if applicable) specified in clause (i) above, and a
photocopy of
each additional document in the Mortgage File held by the 2006-C28
Trustee.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trust Fund pursuant to Section 2.01 and listed on the
Mortgage Loan
Schedule and from time to time held in the Trust Fund. As used
herein, the term
"Mortgage Loan" includes the related Mortgage Note, Mortgage, and
other security
documents contained in the related Mortgage File. Unless otherwise
indicated, as
used in this Agreement, the term "Mortgage Loan" does not include
any Companion
Loan.
"Mortgage Loan Purchase Agreement": Each of the Wachovia
Mortgage
Loan Purchase Agreement and the Artesia Mortgage Loan Purchase
Agreement,
individually or collectively, as the context may require.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of REMIC I, attached hereto
as Exhibit B
and in a computer readable format. Such list shall set forth the
following
information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, county, state and zip
code)
and name
of the related Mortgaged Property;
(iii) the Cut-Off Date Balance;
(iv) the amount of the Periodic Payment due on the first Due
Date
following
the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) original term to stated maturity, (B) remaining term
to
stated
maturity and (C) the Stated Maturity Date and, in the case of
an
ARD Loan,
the Anticipated Repayment Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the original and remaining amortization term;
(ix) whether the Mortgage Loan is secured by a Ground Lease;
(x) the Master Servicing Fee Rate;
(xi) whether such Mortgage Loan is an ARD Loan and if so the
Anticipated Repayment Date and Additional Interest Rate for such
ARD Loan;
(xii) the related Mortgage Loan Seller;
(xiii) whether such Mortgage Loan is insured by an
environmental
policy;
(xiv) whether such Mortgage Loan is cross-defaulted or
cross-collateralized with any other Mortgage Loan;
(xv) whether such Mortgage Loan is a Defeasance Loan;
(xvi) whether the Mortgage Loan is secured by a letter of
credit;
(xvii) whether such Mortgage Loan is an Interest Reserve Loan;
(xviii) whether payments on such Mortgage Loan are made to a
lock-box;
(xix) the amount of any Reserve Funds escrowed in respect of
each
Mortgage
Loan;
(xx) the number of units or square feet related to the
Mortgaged
Property;
(xxi) the number of grace days after the Due Date until
Periodic
Payments
incur late payment charges; and
(xxii) the applicable Loan Group to which such Mortgage Loan
belongs.
"Mortgage Loan Seller": Each of Wachovia and Artesia, as the
context
may require, or their respective successors in interest,
individually or
collectively as the context may require.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto, or any renewal,
substitution or
replacement of such note.
"Mortgage Pool": Collectively, all of the Mortgage Loans and
any
successor REO Loans.
"Mortgage Rate": With respect to (i) any Mortgage Loan on or
prior
to its Stated Maturity Date, the fixed annualized rate, not
including any
Additional Interest 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; (ii) any Mortgage
Loan after its
Stated Maturity Date, the annualized rate described in clause (i)
above
determined without regard to the passage of such Stated Maturity
Date, but
giving effect to any modification thereof as contemplated by
Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as
applicable, above determined as if the predecessor Mortgage Loan
had remained
outstanding; provided, however, if any Mortgage Loan does not
accrue interest on
the basis of a 360-day year consisting of twelve 30-day months,
then, solely for
purposes of calculating the Pass-Through Rates, the Mortgage Rate
of such
Mortgage Loan for any one-month period preceding a related Due Date
will be the
annualized rate at which interest would have to accrue in respect
of such
Mortgage Loan on the basis of a 360-day year consisting of twelve
30-day months
in order to produce the aggregate amount of interest actually
accrued (exclusive
of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan
during such one-month period at the related Mortgage Rate;
provided, however,
solely for the purposes of calculating the Pass-Through Rates, with
respect to
each Interest Reserve Loan, the Mortgage Rate for the one-month
period (A)
preceding the Due Dates that occur in January and February in any
year which is
not a leap year or preceding the Due Date that occurs in February
in any year
which is a leap year will be determined exclusive of the Interest
Reserve
Amounts for such months (in either case unless such Due Date occurs
in a January
or February in which the final Distribution Date occurs), and (B)
preceding the
Due Date in March, and in the event the final Distribution Date
occurs in
February, preceding the Due Date in such February, will be
determined inclusive
of the Interest Reserve Amounts for the immediately preceding
February and, if
applicable, January; provided, further, if the Mortgage Rate of the
related
Mortgage Loan has been modified in connection with a bankruptcy or
similar
proceeding involving the related Mortgagor or a modification,
waiver or
amendment granted or agreed to by the Special Servicer pursuant to
Section 3.20,
solely for purposes of calculating the Pass-Through Rate, the
Mortgage Rate for
such Mortgage Loan shall be calculated without regard to such
event.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note
and/or, in the case of an indemnity deed of trust, the entity which
granted the
lien on such Mortgaged Property.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Mortgage Loans during the related
Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the
Certificate Account for such Distribution Date pursuant to Section
3.19(a) in
connection with such Prepayment Interest Shortfalls on the Mortgage
Loans. For
purposes of calculating the Prepayment Interest Shortfall with
respect to the
2006-C28 Serviced Mortgage Loan, Prepayment Interest Shortfalls
will be
allocated in accordance with the 2006-C28 Pooling and Servicing
Agreement and
the related Intercreditor Agreement. The portion of such shortfall
allocated to
the 2006-C28 Serviced Mortgage Loan, net of amounts payable to the
2006-C28
Master Servicer, will be included in the Net Aggregate Prepayment
Interest
Shortfall. For purposes of calculating the Prepayment Interest
Shortfall with
respect to the Centro Syndicate 2 Pool Loan in the event the Centro
Syndicate 2
Pool Future Pari Passu Companion Loan is advanced, Prepayment
Interest
Shortfalls will be allocated pro rata between the Centro Syndicate
2 Pool Loan
and the Centro Syndicate 2 Pool Future Pari Passu Companion Loan.
The portion of
such shortfall allocated to the Centro Syndicate 2 Pool Loan, net
of amounts
payable to the Master Servicer, will be included in the Net
Aggregate Prepayment
Interest Shortfall. For purposes of calculating the Prepayment
Interest
Shortfall with respect to the Centro International Wholesale Pool
Loan in the
event the Centro International Wholesale Pool Future Pari Passu
Companion Loan
is advanced, Prepayment Interest Shortfalls will be allocated pro
rata between
the Centro International Wholesale Pool Loan and the Centro
International
Wholesale Pool Future Pari Passu Companion Loan. The portion of
such shortfall
allocated to the Centro International Wholesale Pool Loan, net of
amounts
payable to the Master Servicer, will be included in the Net
Aggregate Prepayment
Interest Shortfall. For purposes of calculating the Prepayment
Interest
Shortfall with respect to the Co-Lender Loans (other than the
Centro Syndicate 2
Pool Loan, if applicable, the Centro International Wholesale Loan,
if
applicable, and the 2006-C28 Serviced Mortgage Loan), Prepayment
Interest
Shortfalls will be allocated, first, to the promissory note
evidencing the
related Subordinate Companion Loans, if any, and second, to the
promissory note
evidencing the related Co-Lender Loan. The portion of such
shortfall allocated
to the Co-Lender Loans (other than the Centro Syndicate 2 Pool
Loan, if
applicable, the Centro International Wholesale Loan, if applicable,
and the
2006-C28 Serviced Mortgage Loan), net of amounts payable to the
Master Servicer,
will be included in the Net Aggregate Prepayment Interest
Shortfall.
"Net Investment Earnings": With respect to (i) the Certificate
Account, any Servicing Account, any Special Reserve Account, any
Reserve Account
or the REO Account (if any) for any Collection Period and (ii) the
Distribution
Account, the Interest Reserve Account, the Additional Interest
Account and the
Companion Distribution Account (if any) for the related
Distribution Date, the
amount, if any, by which the aggregate of all interest and other
income realized
during such Collection Period with respect to the accounts
described in clause
(i) above and as of such related Distribution Date with respect to
the accounts
described in clause (ii) above on funds held in such accounts,
exceeds the
aggregate of all losses, if any, incurred during such Collection
Period with
respect to the accounts described in clause (i) above and as of
such related
Distribution Date with respect to the accounts described in clause
(ii) above in
connection with the investment of such funds in accordance with
Section 3.06.
"Net Investment Loss": With respect to (i) the Certificate
Account,
any Servicing Account, any Special Reserve Account, any Reserve
Account or the
REO Account (if any) for any Collection Period and (ii) the
Distribution
Account, the Interest Reserve Account, the Additional Interest
Account and the
Companion Distribution Account (if any) for the related
Distribution Date, the
amount by which the aggregate of all losses, if any, incurred
during such
Collection Period with respect to the accounts described in clause
(i) above and
as of such related Distribution Date with respect to the accounts
described in
clause (ii) above in connection with the investment of funds held
in such
accounts in accordance with Section 3.06, exceeds the aggregate of
all interest
and other income realized during such Collection Period with
respect to the
accounts described in clause (i) above and as of such related
Distribution Date
with respect to the accounts described in clause (ii) above on such
funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or any
REO
Loan, as of any date of determination, a rate per annum equal to
the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the
applicable Master
Servicing Fee Rate.
"Net Operating Income" or "NOI": As defined in and determined
in
accordance with the provisions of Exhibit E attached hereto.
"New Lease": Any lease of REO Property (other than with respect
to
the 2006-C28 Serviced Mortgage Loan under the 2006-C28 Pooling and
Servicing
Agreement) entered into at the direction of the Special Servicer on
behalf of
REMIC I, including any lease renewed, modified or extended on
behalf of such
REMIC if the Special Servicer has the right to renegotiate the
terms of such
lease.
"Newport Bluffs Future Pari Passu Companion Loan": That certain
additional future mortgage loan, which is not an asset of the Trust
Fund,
secured by the Mortgaged Property securing the Newport Bluffs Loan
and the
Newport Bluffs Pari Passu Companion Loan, which will be pari passu
in right of
entitlement with the Newport Bluffs Loan and the Newport Bluffs
Pari Passu
Companion Loan.
"Newport Bluffs Loan": That certain Mortgage Loan which is
included
in the Trust Fund (identified as loan number 6 on the Mortgage Loan
Schedule).
"Newport Bluffs Pari Passu Companion Loan": That certain
mortgage
loan evidenced by a note, which is not an asset of the Trust Fund,
secured by
the Mortgaged Property securing the Newport Bluffs Loan and pari
passu in right
of entitlement with the Newport Bluffs Loan.
"Newport Bluffs Pari Passu Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of October 5, 2006,
by and
between Wachovia Bank, National Association, as Lead Lender, and
Wachovia Bank,
National Association, as Co-Lender relating to the Newport Bluffs
Whole Loan.
"Newport Bluffs Whole Loan": The Newport Bluffs Loan, together
with
the Newport Bluffs Pari Passu Companion Loan.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided that Workout-Delayed
Reimbursement
Amounts shall constitute a Nonrecoverable Advance only when the
Person making
such determination in accordance with the procedures specified in
the definition
of Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance, as
applicable, and taking into account factors such as all other
outstanding
Advances, either (a) has determined in accordance with the
Servicing Standard or
the standards applicable to the Trustee as set forth in the
definitions of
"Nonrecoverable P&I Advance" and "Nonrecoverable Servicing
Advance" that such
Workout-Delayed Reimbursement Amounts would not ultimately be
recoverable from
Late Collections, Insurance Proceeds or Liquidation Proceeds, or
any other
recovery on or in respect of the related Mortgage Loan or REO Loan
or (b) has
determined in accordance with the Servicing Standard or such other
applicable
standard that such Workout-Delayed Reimbursement Amounts, along
with any other
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances,
would not
ultimately be recoverable from the portion of Late Collections,
Insurance
Proceeds or Liquidation Proceeds in respect of the pool of the
Mortgage Loans or
REO Loans allocable to principal, or any other recovery on or in
respect of the
pool of Mortgage Loans or REO Loans allocable to principal.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of any Mortgage Loan, any Pari Passu
Companion
Loan (other than the Newport Bluffs Pari Passu Companion Loan) or
any REO Loan
by the Master Servicer or the Trustee, as the case may be (or, in
the case of
the 2006-C28 Serviced Mortgage Loan, previously made or proposed to
be made by
the 2006-C28 Master Servicer), that, as determined by the Master
Servicer, the
Special Servicer, the Trustee or the 2006-C28 Master Servicer, as
applicable, in
accordance with the Servicing Standard (in the case of the Master
Servicer or
the Special Servicer), the "Servicing Standard" as defined in the
2006-C28
Pooling and Servicing Agreement (in the case of the 2006-C28 Master
Servicer or
the 2006-C28 Special Servicer) or the standard of care set forth in
Section
8.01(a) (with respect to the Trustee), as applicable, with respect
to such P&I
Advance will not be ultimately recoverable from Late Collections,
Insurance
Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such
Mortgage Loan, Pari Passu Companion Loan, REO Loan or 2006-C28
Serviced Mortgage
Loan; provided that the Master Servicer will be permitted to
conclusively rely
upon any such nonrecoverability determination made by the Special
Servicer and,
with respect to the 2006-C28 Serviced Mortgage Loan, the 2006-C28
Master
Servicer or the 2006-C28 Special Servicer.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan
or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee,
as the case
may be (or, in the case of the 2006-C28 Serviced Mortgage Loan,
made by the
2006-C28 Master Servicer), that, as determined by the Master
Servicer, the
Special Servicer, the Trustee or the 2006-C28 Master Servicer, as
applicable, in
accordance with the Servicing Standard (in the case of the Master
Servicer or
the Special Servicer), the "Servicing Standard" as defined in the
2006-C28
Pooling and Servicing Agreement (in the case of the 2006-C28 Master
Servicer),
the standard of care set forth in Section 8.01(a) (with respect to
the Trustee),
as applicable, will not be ultimately recoverable from Late
Collections,
Insurance Proceeds, Liquidation Proceeds, or any other recovery on
or in respect
of such Mortgage Loan, Companion Loan, REO Property or 2006-C28
Serviced
Mortgage Loan, as applicable; provided that the Master Servicer
will be
permitted to conclusively rely upon any such nonrecoverability
determination
made by the Special Servicer.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class O, Class P, Class Q, Class Z, Class R-I or Class
R-II
Certificate.
"Non-Serviced Companion Loans": The Newport Bluffs Pari Passu
Companion Loan and the Newport Bluffs Future Pari Passu Companion
Loan, if
advanced.
"Non-United States Person": Any Person other than a United
States
Person.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer, as the case may be,
or by a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel (which
counsel
may be a salaried counsel for the Depositor, the Master Servicer or
the Special
Servicer) acceptable to and delivered to the Trustee or the Master
Servicer, as
the case may be, except that any opinion of counsel relating to (a)
the
qualification of REMIC I or REMIC II as a REMIC; (b) the
qualification of the
Additional Interest Grantor Trust as a grantor trust; (c)
compliance with the
REMIC Provisions or the Grantor Trust Provisions or (d) the
resignation of the
Master Servicer or the Special Servicer pursuant to Section 6.04
must be an
opinion of counsel who is in fact Independent of the Master
Servicer, the
Special Servicer or the Depositor, as applicable.
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class
of
Sequential Pay Certificates, the Original Class Principal Balance
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement.
"Original Class IO Notional Amount": $3,371,274,173.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer or the Trustee pursuant to Section 4.03(a)
and (b), as
applicable.
"P&I Advance Date": The Business Day immediately preceding
each
Distribution Date.
"Pari Passu Companion Loans": The Newport Bluffs Pari Passu
Companion Loan and, to the extent advanced, the Newport Bluffs
Future Pari Passu
Companion Loan, the Centro Syndicate 2 Pool Future Pari Passu
Companion Loan and
the Centro International Wholesale Pool Future Pari Passu Companion
Loan.
"Pari Passu Mortgage Loans": The Centro Syndicate 2 Pool Loan,
the
Centro International Wholesale Pool Loan and the Newport Bluffs
Loan.
"Pass-Through Rate": With respect to:
(i) the Class A-1 Certificates for any Distribution Date, 5.110%
per
annum;
(ii) the Class A-2 Certificates for any Distribution Date,
5.275%
per
annum;
(iii) the Class A-3 Certificates for any Distribution Date,
5.313%
per
annum;
(iv) the
Class A-PB Certificates for any Distribution Date, 5.296%
per
annum;
(v) the Class A-4 Certificates for any Distribution Date, 5.308%
per
annum;
(vi) the Class A-1A Certificates for any Distribution Date, the
lesser of
(1) 5.297% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date;
(vii) the Class IO Certificates for the initial Distribution
Date,
0.372% per
annum, and for any subsequent Distribution Date, the weighted
average of
the Class IO Strip Rates for the respective Class IO Components
for such
Distribution Date (weighted on the basis of the respective
Component
Notional Amounts of such Components outstanding immediately
prior to
such Distribution Date);
(viii) the Class A-M Certificates for any Distribution Date,
5.339%
per
annum;
(ix) the Class A-J Certificates for any Distribution Date, the
lesser of
(1) 5.368% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date;
(x) the Class B Certificates for any Distribution Date, the
lesser
of (1)
5.426% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xi) the Class C Certificates for any Distribution Date, the
lesser
of (1)
5.438% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xii) the Class D Certificates for any Distribution Date, the
lesser
of (1)
5.475% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xiii) the Class E Certificates for any Distribution Date, the
lesser of
(1) 5.516% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date;
(xiv) the Class F Certificates for any Distribution Date, the
lesser
of (1)
5.566% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xv) the Class G Certificates for any Distribution Date, the
Weighted Average Net
Mortgage Rate for such date minus 0.075%;
(xvi) the Class H Certificates for any Distribution Date, the
Weighted
Average Net Mortgage Rate for such date;
(xvii) the Class J Certificates for any Distribution Date, the
Weighted
Average Net Mortgage Rate for such date;
(xviii) the Class K Certificates for any Distribution Date, the
lesser of
(1) 5.069% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date;
(xix) the Class L Certificates for any Distribution Date, the
lesser
of (1)
5.069% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xx) the Class M Certificates for any Distribution Date, the
lesser
of (1)
5.069% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xxi) the Class N Certificates for any Distribution Date, the
lesser
of (1)
5.069% per annum and (2) the Weighted Average Net Mortgage Rate
for
such
date;
(xxii) the Class O Certificates for any Distribution Date, the
lesser of
(1) 5.069% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date;
(xxiii) the Class P Certificates for any Distribution Date, the
lesser of
(1) 5.069% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date; and
(xxiv) the Class Q Certificates for any Distribution Date, the
lesser of
(1) 5.069% per annum and (2) the Weighted Average Net Mortgage
Rate for
such date.
"Paying Agent": The paying agent appointed pursuant to Section
8.16.
If no such paying agent has been appointed or if such paying agent
has been so
appointed but the Trustee has terminated such appointment, then the
Trustee
shall be the Paying Agent.
"Penalty Interest": With respect to any Mortgage Loan or
Companion
Loan (or successor REO Loan), any amounts collected thereon, other
than late
payment charges, Additional Interest, Prepayment Premiums or Yield
Maintenance
Charges, that represent penalty interest (arising out of a default)
in excess of
interest on the Stated Principal Balance of such Mortgage Loan or
Companion Loan
(or successor REO Loan) accrued at the related Mortgage Rate.
"Percentage Interest": With respect to any Regular 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 Original Class Principal Balance or Original Notional Amount,
as the case
may be, of the relevant Class. With respect to a Residual
Certificate or Class Z
Certificate, the percentage interest in distributions to be made
with respect to
the relevant Class, as stated on the face of such Certificate.
"Periodic Payment": With respect to any Mortgage Loan or
Companion
Loan as of any Due Date, the scheduled payment of principal and/or
interest on
such Mortgage Loan or Companion Loan (exclusive of Additional
Interest),
including any Balloon Payment, that is actually payable by the
related Mortgagor
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 Mortgagor or by reason of a modification,
waiver or
amendment granted or agreed to by the Special Servicer pursuant to
Section
3.20).
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee if
otherwise qualifying hereunder):
(i) direct
obligations of, or obligations fully guaranteed as to
timely
payment of principal and interest by, the United States of
America
or any
agency or instrumentality thereof (having original maturities
of
not more
than 365 days); provided such obligations are backed by the
full
faith and
credit of the United States of America. Such obligations must
be
limited to
those instruments that have a predetermined fixed dollar amount
of
principal due at maturity that cannot vary or change or be
liquidated
prior to
maturity. Interest may either be fixed or variable. If such
interest
is variable, interest must be tied to a single interest rate
index plus
a single fixed spread (if any), and move proportionately with
that
index;
(ii) repurchase obligations with respect to any security
described
in clause
(i) above (having original maturities of not more than 365
days);
provided that the short-term deposit or debt obligations, of
the
party
agreeing to repurchase such obligations are rated in the
highest
rating
categories of each of S&P, Moody's and Fitch or such lower
rating
as will
not result in qualification, downgrading or withdrawal of the
ratings
then assigned to the Certificates, as evidenced in writing by
the
Rating
Agencies. In addition, its terms must have a predetermined
fixed
dollar
amount of principal due at maturity that cannot vary or change.
Interest
may either be fixed or variable. If such interest is variable,
interest
must be tied to a single interest rate index plus a single
fixed
spread (if
any), and move proportionately with that index;
(iii) certificates of deposit, time deposits, demand deposits
and
bankers'
acceptances of any bank or trust company organized under the
laws
of the
United States of America or any state thereof (having original
maturities
of not more than 365 days), the short term obligations of which
are rated
in the highest rating categories of each of S&P, Moody's
and
Fitch or
such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. In
addition,
its terms
should have a predetermined fixed dollar amount of principal
due
at
maturity that cannot vary or change. In addition, its terms must
have a
predetermined fixed dollar amount of principal due at maturity that
cannot
vary or
change. Interest may either be fixed or variable. If such
interest
is
variable, interest must be tied to a single interest rate index
plus a
single
fixed spread (if any), and move proportionately with that
index;
(iv) commercial paper (having original maturities of not more
than
365 days)
of any corporation incorporated under the laws of the United
States of
America or any state thereof (or if not so incorporated, the
commercial
paper is United States Dollar denominated and amounts payable
thereunder
are not subject to any withholding imposed by any non-United
States
jurisdiction) which is rated in the highest rating category of
each
of
S&P, Moody's and Fitch or such lower rating as will not result
in
qualification, downgrading or withdrawal of the ratings then
assigned to
the
Certificates, as evidenced in writing by the Rating Agencies.
The
commercial
paper by its terms must have a predetermined fixed dollar
amount of
principal due at maturity that cannot vary or change. Interest
may either
be fixed or variable. If such interest is variable, interest
must be
tied to a single interest rate index plus a single fixed spread
(if any),
and move proportionately with that index;
(v) units of money market funds that maintain a constant asset
value
and which,
if rated, are rated in the highest applicable rating category
by Moody's
and Fitch and which are rated "AAAm" or "AAAm G" by S&P (or
such lower
rating as will not result in qualification, downgrading or
withdrawal
of the ratings then assigned to the Certificates, as evidenced
in writing
by the Rating Agencies) and which seeks to maintain a constant
net asset
value. In addition, its terms must have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary or change;
and
(vi) any other obligation or security that constitutes a "cash
flow
investment" within the meaning of Section 860G(a)(6) of the Code
and is
acceptable
to each Rating Agency, evidence of which acceptability shall be
provided
in writing by each Rating Agency to the Master Servicer, the
Special
Servicer and the Trustee; provided, however, in no event shall
such other
obligation or security be rated less than "AA+/F1", "AA/A-1" or
"Aa3/P+"
by Fitch, S&P or Moody's, respectively;
provided that (1) no investment described hereunder shall
evidence
either the right to receive (x) only interest with respect to such
investment or
(y) a yield to maturity greater than 120% of the yield to maturity
at par of the
underlying obligations; and (2) no investment described hereunder
may 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.
"Permitted Transferee": Any Transferee of a Residual
Certificate
other than a (i) Disqualified Organization, (ii) a Plan, (iii) a
Disqualified
Non-United States Person, (iv) a United States Person treated as a
partnership
for federal income tax purposes, any partner of which, directly or
indirectly
(except through a U.S. corporation), is (or is permitted under the
related
partnership agreement to be) a Disqualified Non-United States
Person, or (v) a
United States Person with respect to whom income on the Residual
Certificate is
allocable to a foreign permanent establishment or fixed base,
within the meaning
of an applicable income tax treaty, of such Person or any other
United States
Person.
"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.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Certificateholder": As to any taxable year
of
(i) REMIC I or (ii) REMIC II, the Holder of Certificates holding
the largest
Percentage Interest of the related Class of Residual
Certificates.
"Preliminary Memorandum": As defined in the Mortgage Loan
Purchase
Agreement.
"Preliminary Prospectus Supplement": As defined in the Mortgage
Loan
Purchase Agreement.
"Prepayment Assumption": For purposes of determining the accrual
of
original issue discount, market discount and premium, if any, on
the
Certificates for federal income tax purposes, 0% CPR (within the
meaning of the
Prospectus), except that it is assumed that each ARD Loan is repaid
on its
Anticipated Repayment Date.
"Prepayment Interest Excess": With respect to any Mortgage Loan
that
was subject to a Principal Prepayment in full or in part during any
Collection
Period, which Principal Prepayment was applied to such Mortgage
Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount
of interest
(net of the related Master Servicing Fee and, if applicable, the
Additional
Interest) accrued on the amount of such Principal Prepayment during
the period
from and after such Due Date and ending on the date such Principal
Prepayment
was applied to such Mortgage Loan, to the extent collected
(exclusive of any
related Prepayment Premium or Yield Maintenance Charge actually
collected).
"Prepayment Interest Shortfall": With respect to any Mortgage
Loan
that was subject to a Principal Prepayment in full or in part
during any
Collection Period, which Principal Prepayment was applied to such
Mortgage Loan
prior to such Mortgage Loan's Due Date in such Collection Period,
the amount of
interest, to the extent not collected from the related Mortgagor
(without regard
to any Prepayment Premium or Yield Maintenance Charge actually
collected), that
would have accrued at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires,
by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": With respect to any Crossed Loan, that
portion
of the Mortgaged Property designated as directly securing such
Crossed Loan and
excluding any Mortgaged Property as to which the related lien may
only be
foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
"Prime Rate": 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
Master Servicer 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 Master Servicer shall select a comparable interest rate
index. In
either case, such selection shall be made by the Master Servicer in
its
reasonable discretion and the Master Servicer shall notify the
Trustee and the
Special Servicer in writing of its selection.
"Principal Distribution Amount": With respect to any
Distribution
Date, the aggregate of the following:
(a) the aggregate of the principal portions of all Scheduled
Payments
(other than Balloon Payments) and any Assumed Scheduled
Payments
due or
deemed due in respect of the Mortgage Loans for their
respective
Due Dates
occurring during the related Collection Period, to the extent
not
previously received or advanced with respect to a Distribution
Date
prior to
the related Collection Period;
(b) the aggregate of all Principal Prepayments received on the
Mortgage
Loans during the related Collection Period;
(c) with respect to any Mortgage Loan as to which the related
Stated
Maturity
Date occurred during or prior to the related Collection Period,
any
payment of principal (other than a Principal Prepayment) made by or
on
behalf of
the related Mortgagor during the related Collection Period
(including
any Balloon Payment), in each case net of any portion of such
payment
that represents a recovery of the principal portion of any
Scheduled
Payment (other than a Balloon Payment) due, or the principal
portion of
any Assumed Scheduled Payment deemed due, in respect of such
Mortgage
Loan on a Due Date during or prior to the related Collection
Period and
not previously recovered;
(d)
the aggregate of the principal portion of all Liquidation
Proceeds,
Insurance Proceeds and, to the extent not otherwise included in
clause
(a), (b) or (c) above, payments that were received on the
related
Mortgage
Loans during the related Collection Period and that were
identified
and applied by the Master Servicer and/or Special Servicer as
recoveries
of principal of such Mortgage Loans, in each case net of any
portion of
such amounts that represents a recovery of the principal
portion of
any Scheduled Payment (other than a Balloon Payment) due, or of
the
principal portion of any Assumed Scheduled Payment deemed due,
in
respect of
the related Mortgage Loan on a Due Date during or prior to the
related Collection
Period and not previously recovered;
(e) with respect to any REO Properties, the aggregate of the
principal
portions of all Assumed Scheduled Payments deemed due in
respect
of the
related REO Loans for their respective Due Dates occurring
during
the
related Collection Period;
(f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that
were
received
during the related Collection Period on such REO Properties and
that were
identified and applied by the Master Servicer and/or Special
Servicer
as recoveries of principal of the related REO Loans, in each
case
net of any
portion of such amounts that represents a recovery of the
principal
portion of any Scheduled Payment (other than a Balloon Payment)
due, or of
the principal portion of any Assumed Scheduled Payment deemed
due, in
respect of the related REO Loan or the predecessor Mortgage
Loan
on a Due
Date during or prior to the related Collection Period and not
previously
recovered;
(g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal
Distribution
Amount for
the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Sequential Pay Certificates
on such
immediately preceding Distribution Date pursuant to Section
4.01;
(h) any amounts that were used to reimburse Nonrecoverable
Advances
(including
interest on such Nonrecoverable Advances) from principal
collections on the Mortgage Loans pursuant to Section 3.05(a)
hereof which
are
subsequently recovered on the related Mortgage Loan with respect
to
the
Distribution Date related to the period in which such recovery
occurs;
(i) any amounts that were used to reimburse Workout-Delayed
Reimbursement Amounts (including interest on such
Workout-Delayed
Reimbursement Amounts) from principal collections on the Mortgage
Loans
pursuant
to Section 3.05(a) hereof which are subsequently recovered on
the
related
Mortgage Loan with respect to the Distribution Date related to
the
period in
which such recovery occurs; less
(j) the amount of any reimbursements of (i) Nonrecoverable
Advances
(including
interest on such Nonrecoverable Advances) that are paid or
reimbursed
from principal collections on the Mortgage Loans pursuant to
Section
3.05(a) hereof with respect to such Distribution Date and (ii)
Workout-Delayed Reimbursement Amounts (including interest on
such
Workout-Delayed Reimbursement Amounts) that are paid or reimbursed
from
principal
collections on the Mortgage Loans pursuant to Section 3.05(a)
hereof
with respect to such Distribution Date, in each case where such
principal
collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan or Companion Loan that is received in
advance of
its scheduled Due Date; provided that it shall not include a
payment of
principal that is accompanied by an amount of interest representing
scheduled
interest due on any date or dates in any month or months subsequent
to the month
of prepayment.
"Privileged Person": Any Certificateholder, Certificate Owner,
any
Person identified to the Trustee or the Master Servicer, as
applicable, as a
prospective transferee of a Certificate or interest therein, any
Rating Agency,
any Mortgage Loan Seller, any Companion Holders, any party hereto,
any
Underwriter or any designee of the Depositor; provided that no
Certificate Owner
or prospective transferee of a Certificate or interest therein
shall be
considered a "Privileged Person" or be entitled to a password or
restricted
access as contemplated by Section 3.15 or Section 4.02 unless such
Person has
delivered to the Trustee or the Master Servicer, as applicable, a
certification
in the form of Exhibit K-1 or Exhibit K-2, as applicable which
certification is
available on the Trustee's Internet Website.
"Prohibited Party": Any party, in the case of the Master
Servicer,
the Special Servicer or the Trustee, that is listed on the
Depositor's Do Not
Hire List.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated October 19, 2006, as
supplemented
by the Prospectus Supplement, relating to the Registered
Certificates.
"Prospectus Supplement": The final prospectus supplement, dated
December 13, 2006 of the Depositor relating to the registration of
the
Registered Certificates under the Securities Act.
"PTE 95-60": As defined in Section 5.02(c).
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Mortgage Loan or REO Loan
to
be purchased by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan
Purchase Agreement, by the Majority Subordinate Certificateholder,
the Companion
Holder or the Special Servicer as described in Section 3.18(c),
3.18(d) or
3.18(e), or by the Depositor, the Special Servicer, the Majority
Subordinate
Certificateholder or the Master Servicer pursuant to Section 9.01,
a cash price
equal to the outstanding principal balance of such Mortgage Loan or
REO Loan, as
of the date of purchase, together with (a) all accrued and unpaid
interest on
such Mortgage Loan or REO Loan at the related Mortgage Rate to but
not including
the Due Date in the Collection Period of purchase plus any accrued
interest on
P&I Advances made with respect to such Mortgage Loan, (b) all
related and
unreimbursed Servicing Advances plus any accrued and unpaid
interest thereon,
(c) any reasonable costs and expenses, including, but not limited
to, the cost
of any enforcement action, incurred by the Master Servicer, the
Special Servicer
or the Trust Fund in connection with any such purchase by a
Mortgage Loan Seller
(to the extent not included in clause (b) above) and (d) any other
Additional
Trust Fund Expenses in respect of such Mortgage Loan (including any
Additional
Trust Fund Expenses previously reimbursed or paid by the Trust Fund
but not so
reimbursed by the related Mortgagor or other party or from
Insurance Proceeds or
condemnation proceeds or any other collections in respect of the
Mortgage Loan
or the related Mortgaged Property from a source other than the
Trust Fund), or
in the case of any Loan Pair, the purchase price specified in the
related
Intercreditor Agreement; provided that the Purchase Price shall not
be reduced
by any outstanding P&I Advance.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": 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 (i) with a minimum insurance financial strength or
claims paying
ability rating of at least "A" by S&P, "A" by Fitch and "A3" by
Moody's (or the
obligations of which are guaranteed or backed by a company having
such a claims
paying ability), and (ii) with respect to the fidelity bond and
errors and
omissions Insurance Policy required to be maintained pursuant to
Section
3.07(c), an insurance company that has a claims paying ability
rated no lower
than two rating categories (without regard to pluses or minuses or
numerical
qualifications) below the rating assigned to the then highest rated
outstanding
Certificate (or, for purposes of general liability insurance only
at least "A"
by two nationally recognized statistical rating organizations
(which must
include S&P)), but in no event lower than "A" by S&P, "A"
by Fitch or "A3" by
Moody's (or, if not rated by Moody's, then at least "A" by two
other nationally
recognized statistical rating organizations (which may include
S&P or Fitch)),
or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency
shall have confirmed in writing will not cause such Rating Agency
to downgrade,
qualify or withdraw the then-current rating assigned to any of the
Certificates
that are then currently being rated by such Rating Agency.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding Stated Principal
Balance,
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not
less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same
Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis
as the deleted
Mortgage Loan (for example, on the basis of a 360-day year
consisting of twelve
30-day months); (v) have a remaining term to stated maturity not
greater than,
and not more than two years less than, the remaining term to stated
maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value
Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value
Ratio not
higher than the then current Loan-to-Value Ratio of the deleted
Mortgage Loan;
(vii) comply as of the date of substitution with all of the
representations and
warranties set forth in the applicable Mortgage Loan Purchase
Agreement; (viii)
have an Environmental Assessment that indicates no adverse
environmental
conditions with respect to the related Mortgaged Property and which
will be
delivered as a part of the related Servicing File; (ix) have an
original Debt
Service Coverage Ratio (calculated to include the additional debt
from any
encumbrance) of not less than the original Debt Service Coverage
Ratio
(calculated to include the additional debt from any encumbrance) of
the deleted
Mortgage Loan and a current Debt Service Coverage Ratio (calculated
to include
the additional debt from any encumbrance) of not less than the
current Debt
Service Coverage Ratio (calculated to include the additional debt
from any
encumbrance) of the deleted Mortgage Loan; (x) be determined by an
Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a
"qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; (xi)
not have a maturity date after the date two years prior to the
Rated Final
Distribution Date; (xii) not be substituted for a deleted Mortgage
Loan unless
the Trustee has received prior confirmation in writing by each
Rating Agency
that such substitution will not result in the withdrawal,
downgrade, or
qualification of the rating assigned by the Rating Agency to any
Class of
Certificates then rated by the Rating Agency (the cost, if any, of
obtaining
such confirmation to be paid by the Mortgage Loan Seller); (xiii)
have a date of
origination that is not more than 12 months prior to the date of
substitution;
(xiv) have been approved by the Controlling Class Representative
(or, if there
is no Controlling Class Representative then serving, by the Holders
of
Certificates representing a majority of the Voting Rights allocated
to the
Controlling Class); (xv) not be substituted for a deleted Mortgage
Loan if it
would result in the termination of the REMIC status of REMIC I or
REMIC II or
the imposition of tax on either of such REMICs other than a tax on
income
expressly permitted or contemplated to be imposed by the terms of
this
Agreement, as determined by an Opinion of Counsel (at the
applicable Mortgage
Loan Seller's expense); and (xvi) become a part of the same Loan
Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans
are
substituted for one or more deleted Mortgage Loans, then the
amounts described
in clause (i) shall be determined on the basis of aggregate
principal balances
and the rates described in clause (ii) above and the remaining term
to stated
maturity referred to in clause (v) above shall be determined on a
weighted
average basis; provided that no individual Mortgage Loan shall have
a Net
Mortgage Rate that is less than the highest Pass-Through Rate of
any Class of
Sequential Pay Certificates bearing a fixed rate. When a Qualified
Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the
applicable
Mortgage Loan Seller shall certify that the Mortgage Loan meets all
of the
requirements of the above definition and shall send such
certification to the
Trustee. No substitutions will be permitted for the 2006-C28
Serviced Mortgage
Loan.
"Rated Final Distribution Date": The Distribution Date in
November
2048, the first Distribution Date after the 24th month following
the end of the
amortization term for the Mortgage Loan that, as of the Cut-Off
Date, has the
longest remaining amortization term (without regard to the related
Stated
Maturity Date).
"Rating Agency": Each of S&P and Moody's.
"Realized Loss": With respect to: (1) each Defaulted Mortgage
Loan
as to which a Final Recovery Determination has been made, or with
respect to any
successor REO Loan as to which a Final Recovery Determination has
been made as
to the related REO Property, an amount (not less than zero) equal
to (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the
case may be,
as of the commencement of the Collection Period in which the Final
Recovery
Determination was made, plus (b) without taking into account the
amount
described in subclause (1)(d) of this definition, all accrued but
unpaid
interest on such Mortgage Loan or such REO Loan, as the case may
be, at the
related Mortgage Rate to but not including the Due Date in the
Collection Period
in which the Final Recovery Determination was made (exclusive of
any portion
thereof that constitutes default interest in excess of the Mortgage
Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance
Charges), plus (c)
any related unreimbursed Servicing Advances and any unreimbursed
interest on any
Advances as of the commencement of the Collection Period in which
the Final
Recovery Determination was made, together with any new related
Servicing
Advances made during such Collection Period, minus (d) all payments
and
proceeds, if any, received in respect of such Mortgage Loan or the
REO Property
that relates to such REO Loan, as the case may be, during the
Collection Period
in which such Final Recovery Determination was made; (2) each
defaulted Mortgage
Loan as to which any portion of the principal or previously accrued
interest
(other than Additional Interest and Penalty Interest) payable
thereunder was
canceled in connection with a bankruptcy or similar proceeding
involving the
related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section
3.20, the
amount of such principal and/or interest so canceled; (3) each
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
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20, the amount of the consequent reduction in the interest
portion of each
successive Periodic Payment due thereon (each such Realized Loss
shall be deemed
to have been incurred on the Due Date for each affected Periodic
Payment); and
(4) each Mortgage Loan for which a Final Recovery Determination has
been made,
to the extent not included in clause (1) above, Nonrecoverable
Advances
(including interest on such Nonrecoverable Advance) to the extent
amounts have
been paid from the Principal Distribution Amount pursuant to
Section 3.05(a)
hereof.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Registered Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-PB, Class A-4, Class A-1A, Class IO, Class A-M, Class A-J, Class
B, Class C,
Class D or Class E Certificate.
"Regular
Certificate": Any REMIC II Certificate other than a Class
R-II Certificate.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation AB Companion Loan Securitization": As defined in
Section
3.29(a).
"Regulation S": Regulation S under the Act.
"Regulation S Certificate": A certificate in the form of Exhibit
F
attached hereto.
"Regulation S Global Certificate": A global certificate
representing
interests in a Class of Certificates as provided in Section
5.02(e), initially
sold in offshore transactions in reliance on Regulation S in fully
registered
form without interest coupons.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum
is equal to
the Prime Rate.
"Release Date": The 40th day after the later of (i) commencement
of
the offering of the Certificates and (ii) the Closing Date.
"Relevant Servicing Criteria": The Servicing Criteria applicable
to
the various parties, as set forth on Exhibit S attached hereto.
For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Servicing
Participant engaged by
the Trustee, the Master Servicer or the Special Servicer, the term
"Relevant
Servicing Criteria" may refer to a portion of the Relevant
Servicing Criteria
for each of the Master Servicer, the Special Servicer or the
Trustee, as
applicable.
"REMIC": A
"real estate mortgage investment conduit" as defined in
Section 860D of the Code.
"REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made and,
consisting
of: (i) all of the Mortgage Loans as from time to time are subject
to this
Agreement and all payments under and proceeds of such Mortgage
Loans received
after the Closing Date (excluding all Additional Interest on such
Mortgage
Loans), together with all documents included in the related
Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts
held from time
to time with respect to a Mortgage Loan in the Interest Reserve
Account, the
Certificate Account, the Distribution Account, the Gain-on-Sale
Reserve Account,
the Interest Shortfall Account and any REO Account; (iii) any REO
Property
acquired in respect of a Mortgage Loan to the extent of the Trust
Fund's
interest therein (or the Trust Fund's beneficial interest in the
Mortgaged
Property securing the 2006-C28 Serviced Mortgage Loan acquired
under the
2006-C28 Pooling and Servicing Agreement); (iv) the rights of the
Depositor
under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of
each of the
Mortgage Loan Purchase Agreements with respect to such Mortgage
Loans; (v) the
rights of the mortgagee under all Insurance Policies with respect
to such
Mortgage Loans, in each of the foregoing clauses exclusive of the
interest of
the holder of a Companion Loan therein.
"REMIC I Pass-Through Rate": As set forth in the Preliminary
Statement.
"REMIC I Principal Balance": The principal balance of any REMIC
I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall equal
the original REMIC I Principal Balance corresponding to the
Corresponding
Certificates as set forth in the Preliminary Statement hereto. On
each
Distribution Date, the REMIC I Principal Balance of each REMIC I
Regular
Interest shall be permanently reduced by all distributions of
principal deemed
to have been made in respect of such REMIC I Regular Interest on
such
Distribution Date pursuant to Section 4.01(h), and shall be further
permanently
reduced on such Distribution Date by all Realized Losses and
Additional Trust
Fund Expenses deemed to have been allocated thereto on such
Distribution Date
pursuant to Section 4.04(b) and shall be increased on such
Distribution Date by
Certificate Deferred Interest deemed to have been allocated thereto
on such
Distribution Date pursuant to Section 4.04(c).
"REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder, and
designated as a
"regular interest" in REMIC I, held as an asset of REMIC II and
having the
original REMIC I Principal Balance and REMIC I Pass-Through Rate as
described in
the Preliminary Statement hereto.
"REMIC II": The segregated pool of assets consisting of all of
the
REMIC I Regular Interests and all amounts held from time to time,
to the extent
related to REMIC II, in the Distribution Account, conveyed in trust
to the
Trustee for the benefit of REMIC II, as holder of the REMIC I
Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section
2.9, with
respect to which a separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-PB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class
C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N,
Class O, Class P, Class Q, Class IO or Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and 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.
"Renaissance Tower Office Building Control Appraisal Period":
The
"Control Appraisal Period" as that term is defined in the
Renaissance Tower
Office Building Intercreditor Agreement.
"Renaissance Tower Office Building Intercreditor Agreement":
The
Intercreditor and Servicing Agreement, dated as of November 17,
2006, by and
between Wachovia Bank, National Association, as Initial Lead
Lender, and
MW1-2002, LLC, as Initial Co-Lender, relating to the Renaissance
Tower Office
Building Whole Loan.
"Renaissance Tower Office Building Loan": That certain Mortgage
Loan
which is included in the Trust Fund (identified as loan number 7 on
the Mortgage
Loan Schedule).
"Renaissance Tower Office Building Subordinate Companion Loan":
That
certain mortgage loan evidenced by a note, which is not an asset of
the Trust
Fund, secured by the Mortgaged Property securing the Renaissance
Tower Office
Building Loan and subordinate in right of entitlement to the
Renaissance Tower
Office Building Loan.
"Renaissance Tower Office Building Whole Loan": The Renaissance
Tower Office Building Loan, together with the Renaissance Tower
Office Building
Subordinate Companion Loan.
"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 account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled "LNR
Partners, Inc., as Special Servicer, in trust for the registered
holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through
Certificates, Series 2006-C29."
"REO Acquisition": The acquisition of any REO Property by the
Trust
Fund pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18(h).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property to the extent of the
Trust Fund's
interest therein. Each REO Loan shall be deemed to be outstanding
for so long as
the related REO Property remains part of REMIC I and deemed to
provide for
Periodic Payments of principal and/or interest equal to its Assumed
Scheduled
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 as part of the Trust Fund). Each REO 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 (or, if applicable, Companion Loan) as of
the date of
the related REO Acquisition. All Scheduled Payments (other than a
Balloon
Payment), Assumed Scheduled Payments (in the 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 Loan. In addition, Nonrecoverable
Advances and
Unliquidated Advances (including interest on such Nonrecoverable
Advances or
Unliquidated Advances) with respect to such REO Loan that were paid
from
collections on the Mortgage Loans and resulted in principal
distributed to the
Certificateholders being reduced pursuant to Section 3.05(a)
hereof, shall be
deemed outstanding until recovered or until a Final Recovery
Determination is
made. Collections in respect of each REO Loan (after provision for
amounts to be
applied to the payment of, or to be reimbursed to the Master
Servicer, the
Special Servicer or the Trustee for the payment of, the costs of
operating,
managing, selling, leasing and maintaining the related REO Property
or for the
reimbursement of the Master Servicer, the Special Servicer or the
Trustee for
Advances as provided in this Agreement) shall be treated: first, as
a recovery
of Nonrecoverable Advances and Unliquidated Advances (including
interest on such
Nonrecoverable Advances and Unliquidated Advances) with respect to
such REO
Loan, in each case that relate to Advances that were paid from
collections on
the Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced pursuant to Section 3.05(a)
hereof; second, as
a recovery of accrued and unpaid interest on such REO Loan at the
related
Mortgage Rate to but not including the Due Date in the Collection
Period of
receipt (exclusive of any portion thereof that constitutes
Additional Interest);
third, as a recovery of principal of such REO Loan to the extent of
its entire
unpaid principal balance; and fourth, in accordance with the normal
servicing
practices of the Master Servicer, as a recovery of any other
amounts due and
owing in respect of such REO Loan, including, without limitation,
(i) Yield
Maintenance Charges, Prepayment Premiums and Penalty Interest and
(ii)
Additional Interest and other amounts, in that order.
Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master
Servicer, the
Special Servicer or the Trustee in respect of the predecessor
Mortgage Loan as
of the date of the related REO Acquisition, including, without
limitation, any
unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances,
together with any interest accrued and payable to the Master
Servicer, the
Special Servicer or the Trustee in respect of such Servicing
Advances and P&I
Advances in accordance with Sections 3.03(d) and 4.03(d), shall
continue to be
payable or reimbursable to the Master Servicer, the Special
Servicer or the
Trustee, as the case may be, in respect of an REO Loan pursuant to
Section
3.05(a).
"REO Property": A Mortgaged Property acquired on behalf and in
the
name of the Trustee (or, in the case of the 2006-C28 Serviced
Mortgage Loan, the
Trust Fund's proportionate beneficial interest in the Mortgaged
Property
acquired by the 2006-C28 Trustee pursuant to the 2006-C28 Pooling
and Servicing
Agreement) for the benefit of the Certificateholders (subject to
the related
Intercreditor Agreement with respect to a Mortgaged Property
securing a Loan
Pair) 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.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"REO Tax": As defined in Section 3.17(a)(i).
"Reportable Event": As defined in Section 8.17(j).
"Reporting Party": The Master Servicer, the Special Servicer,
the
Trustee, an Additional Servicer or a Servicing Participant.
"Request for Release": A request signed by a Servicing Officer,
as
applicable, of the Master Servicer in the form of Exhibit D-1
attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the Special Servicer.
"Required Appraisal Date": With respect to any Required
Appraisal
Mortgage Loan, the earliest date on which any of the items
specified in clauses
(i) through (vi) of the first paragraph of the definition of
Required Appraisal
Mortgage Loan occurs.
"Required Appraisal Mortgage Loan": Other than with respect to
the
2006-C28 Serviced Mortgage Loan, (i) any Mortgage Loan (including
the Centro
Syndicate 2 Pool Future Pari Passu Companion Loan, if funded, and
the Centro
International Wholesale Pool Future Pari Passu Companion Loan, if
funded) that
is 60 days or more delinquent in respect of any Periodic Payments,
(ii) any
Mortgage Loan that becomes an REO Loan, (iii) any Mortgage Loan
that has been
modified by the Special Servicer to reduce the amount of any
Periodic Payment
(other than a Balloon Payment), (iv) any Mortgage Loan with respect
to which a
receiver is appointed and continues in such capacity in respect of
the related
Mortgaged Property, (v) any Mortgage Loan with respect to which a
Mortgagor
declares bankruptcy or with respect to which the related Mortgagor
is subject to
a bankruptcy proceeding, (vi) any Mortgage Loan with respect to
which any
Balloon Payment on such Mortgage Loan (including the Centro
Syndicate 2 Pool
Future Pari Passu Companion Loan, if funded, and the Centro
International
Wholesale Pool Future Pari Passu Companion Loan, if funded) has not
been paid by
its scheduled maturity date; provided, however, if the related
Mortgagor
continues to make its Assumed Scheduled Payment and diligently
pursues
refinancing, such Mortgage Loan shall not become a Required
Appraisal Mortgage
Loan until 60 days following such default or, if the Master
Servicer has, within
60 days after the Due Date of such Balloon Payment, received
written evidence
from an institutional lender of such lender's binding commitment
(which is
reasonably acceptable to the Special Servicer and for which the
Controlling
Class Representative has given its consent (which consent shall be
deemed denied
if not granted within 10 Business Days)) to refinance such Mortgage
Loan
(including the Centro Syndicate 2 Pool Future Pari Passu Companion
Loan, if
funded, and the Centro International Wholesale Pool Future Pari
Passu Companion
Loan, if funded), 120 days following such default (provided that if
such
refinancing does not occur during such time specified in the
commitment, the
related Mortgage Loan (including the Centro Syndicate 2 Pool Future
Pari Passu
Companion Loan, if funded, and the Centro International Wholesale
Pool Future
Pari Passu Companion Loan, if funded) will immediately become a
Required
Appraisal Mortgage Loan) or (vii) any Mortgage Loan that is
outstanding 60 days
after the third anniversary of an extension of its Stated Maturity
Date;
provided, however, a Required Appraisal Mortgage Loan will cease to
be a
Required Appraisal Mortgage Loan:
(a) with respect to
the circumstances described in clauses (i) and
(iii)
above, when the related Mortgagor has made three consecutive
full
and timely
Periodic Payments under the terms of such Mortgage Loan (other
than the
2006-C28 Serviced Mortgage Loan) (as such terms may be changed
or
modified
in connection with a bankruptcy or similar proceeding involving
the
related Mortgagor or by reason of a modification, waiver or
amendment
granted or
agreed to by the Special Servicer pursuant to Section 3.20);
and
(b) with respect to the circumstances described in clauses (iv),
(v)
and (vi)
above, when such circumstances cease to exist in the good faith
reasonable
judgment of the Special Servicer and in accordance with the
Servicing
Standard, but, with respect to any bankruptcy or insolvency
proceedings described in clauses (iv) and (v), no later than the
entry of
an order
or decree dismissing such proceeding, and with respect to the
circumstances described in clause (vi) above, no later than the
date that
the
Special Servicer agrees to an extension pursuant to Section
3.20
hereof;
so long as at that time no circumstance identified in clauses (i)
through (vi)
above exists that would cause the Mortgage Loan (other than the
2006-C28
Serviced Mortgage Loan) to continue to be characterized as a
Required Appraisal
Mortgage Loan.
"Required Appraisal Value": An amount equal to 90% of the
Appraised
Value (net of any prior liens and estimated liquidation expenses
and any other
downward adjustments the Special Servicer may deem appropriate
(without implying
any obligation to do so) based upon its review of the Appraisal and
such other
information as the Special Servicer may deem appropriate) of the
Mortgaged
Property related to the subject Required Appraisal Mortgage Loan as
determined
by a Required Appraisal or letter update or internal valuation, if
applicable;
provided that for purposes of determining any Appraisal Reduction
Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction
Amount shall be amended annually to reflect the Required Appraisal
Value
determined pursuant to any Required Appraisal or letter update or
internal
valuation, if applicable, of a Required Appraisal conducted
subsequent to the
original Required Appraisal performed pursuant to Section
3.09(a).
"Reserve Account": The account or accounts created and
maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Mortgage Loan (other than
the
2006-C28 Serviced Mortgage Loan), any amounts delivered by the
related Mortgagor
to be held in escrow by or on behalf of the mortgagee representing
reserves for
environmental remediation, repairs, capital improvements, tenant
improvements
and/or leasing commissions with respect to the related Mortgaged
Property.
"Residual Certificate": A Class R-I Certificate or Class R-II
Certificate.
"Responsible Officer": When used with respect to (i) the
initial
Trustee, any officer or assistant officer in the Corporate Trust
Office of the
initial Trustee, and (ii) any successor trustee, any officer or
assistant
officer in the corporate trust department of the successor trustee,
or any other
officer or assistant officer of the successor trustee customarily
performing
functions similar to those performed by any of the above designated
officers to
whom a particular matter is referred by the successor trustee
because of such
officer's knowledge of and familiarity with the particular
subject.
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which the Certificates
are first
offered to persons other than the managers and any other
distributor (as defined
in Regulation S) of the Certificates, and (b) the Closing Date.
"Restricted Servicer Reports": Each of the CMSA Servicer
Watchlist,
CMSA Operating Statement Analysis, CMSA NOI Adjustment Worksheet
and CMSA
Comparative Financial Status Report. If a Restricted Servicer
Report is filed
with the Commission, it shall thereafter be an Unrestricted
Servicer Report.
"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 Trustee, the Master Servicer and the Special
Servicer, and
specific ratings of S&P herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the
rules
and regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": A written certification signed by
an
officer of the Depositor that complies with (i) the Sarbanes-Oxley
Act of 2002,
as amended from time to time, including all necessary Regulation
AB
certification requirements, and (ii) Exchange Act Rules 13a-14(d)
and 15d-14(d),
as in effect from time to time.
"Scheduled Payment": With respect to any Mortgage Loan, for any
Due
Date following the Cut-Off Date as of which it is outstanding, the
scheduled
Periodic Payment of principal and interest (other than Additional
Interest) on
such Mortgage Loan that is or would be, as the case may be, payable
by the
related Mortgagor on such Due Date under the terms of the related
Mortgage Note
as in effect on the Closing Date, without regard to any subsequent
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 or acceleration of principal by reason of default, and
assuming that each
prior Scheduled Payment has been made in a timely manner.
"Securities Act": The Securities Act of 1933, as amended.
"Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class
A-PB, Class A-4, Class A-1A or Class IO Certificate.
"Sequential Pay Certificates": Any Class A-1, Class A-2, Class
A-3,
Class A-PB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class
N, Class O, Class P or Class Q Certificate.
"Servicer Fee Amount": With respect to each Sub-Servicer and
any
date of determination, the aggregate of the products obtained by
multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the
Stated Principal
Balance of such Mortgage Loan as of the end of the immediately
preceding
Collection Period and (b) the servicing fee rate specified in the
related
Sub-Servicing Agreement for such Mortgage Loan. With respect to the
Master
Servicer and any date of determination, the aggregate of the
products obtained
by multiplying, for each Mortgage Loan (a) the Stated Principal
Balance of such
Mortgage Loan as of the end of the immediately preceding Collection
Period and
(b) the difference between the Master Servicing Fee Rate for such
Mortgage Loan
over the servicing fee rate (if any) applicable to such Mortgage
Loan as
specified in any Sub-Servicing Agreement related to such Mortgage
Loan.
"Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA
Loan Periodic
Update File, the CMSA Financial File, CMSA Property File, the CMSA
Advance
Recovery Report, the CMSA Total Loan Report and a report
reconciling Penalty
Interest and late payment charges collected with interest on
Advances and
Additional Trust Fund Expenses.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by or on behalf of the
Master Servicer,
the Special Servicer or the Trustee in connection with the
servicing of a
Mortgage Loan or a Companion Loan (other than the 2006-C28 Serviced
Mortgage
Loan and its related Companion Loan), or in connection with the
administration
of any related REO Property, including, but not limited to, the
cost of (a)
compliance with the obligations of the Master Servicer and the
Special Servicer,
if any, set forth in Section 3.02 and Section 3.03(c), (b) the
preservation,
insurance, restoration, protection and management of a Mortgaged
Property,
including the cost of any "forced placed" insurance policy
purchased by the
Master Servicer to the extent such cost is allocable to a
particular Mortgaged
Property that the Master Servicer or the Special Servicer is
required to cause
to be insured pursuant to Section 3.07(a), (c) obtaining any
Insurance Proceeds
or any Liquidation Proceeds of the nature described in clauses (i)
through (v)
of the definition of "Liquidation Proceeds," (d) any enforcement or
judicial
proceedings with respect to a Mortgaged Property, including,
without limitation,
foreclosures, (e) any Required Appraisal or other appraisal
expressly required
or permitted to be obtained hereunder, (f) the operation,
management,
maintenance and liquidation of any such REO Property, including,
without
limitation, appraisals and compliance with Section 3.16(a) (to the
extent not
covered by available funds in the REO Account) and Section 3.20(h)
(to the
extent not paid by the related Mortgagor) and (g) compliance with
the
obligations of the Master Servicer or the Trustee set forth in
Section 2.03(a)
or (b). Notwithstanding anything to the contrary, "Servicing
Advances" shall not
include allocable overhead of the Master Servicer or the Special
Servicer, such
as costs for office space, office equipment, supplies and related
expenses,
employee salaries and related expenses and similar internal costs
and expenses
or costs and expenses incurred by any such party in connection with
its purchase
of a Mortgage Loan or REO Property, or costs or expenses expressly
required to
be borne by the Master Servicer or Special Servicer without
reimbursement
pursuant to the terms of this Agreement.
"Servicing Criteria": The "servicing criteria" set forth in
Item
1122(d) of Regulation AB.
"Servicing Fees": With respect to each Mortgage Loan, Companion
Loan
and REO Loan, the Master Servicing Fee and the Special Servicing
Fee.
"Servicing File": Any documents, certificates, opinions and
reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Mortgagor in connection with, or relating
to the
origination and servicing of any Mortgage Loan or Companion Loan
which are
reasonably required for the ongoing administration of the Mortgage
Loan and the
Companion Loan, including management agreements, cash management
agreements,
lockbox agreements, franchise agreements, franchise comfort letters
(and
evidence of required notification of transfer), appraisals,
surveys, engineering
reports, environmental reports, operation and maintenance (O&M)
plans, financial
statements, leases, rent rolls and tenant estoppels.
"Servicing Officer": Any officer or employee of the Master
Servicer,
the Special Servicer or any Additional Servicer involved in, or
responsible for,
the administration and servicing of the Mortgage Loans, whose name
and specimen
signature appear on a list of servicing officers furnished by such
party to the
Trustee and the Depositor on the Closing Date, as such list may be
amended from
time to time.
"Servicing Participant": Any Additional Servicer, Sub-Servicer,
Subcontractor or any other Person, other than the Master Servicer,
the Special
Servicer and the Trustee, that is performing activities addressed
by the
Servicing Criteria, unless such Person's activities relate only to
5% or less of
the Mortgage Loans.
"Servicing-Released Bid": As defined in Section 7.01(c).
"Servicing-Retained Bid": As defined in Section 7.01(c).
"Servicing Standard": With respect to the Master Servicer or
the
Special Servicer, as applicable, the servicing and administration
of the
Mortgage Loans (other than the 2006-C28 Serviced Mortgage Loan) and
the
Companion Loans (other than the Non-Serviced Companion Loans) for
which it is
responsible hereunder (a) in the same manner in which, and with the
same care,
skill, prudence and diligence with which the Master Servicer or the
Special
Servicer, as the case may be, generally services and administers
similar
mortgage loans with similar mortgagors (i) for other third-parties,
giving due
consideration to customary and usual standards of practice of
prudent
institutional commercial mortgage lenders servicing their own loans
or (ii) held
in its own portfolio, whichever standard is higher, (b) with a view
to the
maximization of the recovery on such Mortgage Loan on a net present
value basis
and the best interests of the Certificateholders and the Trust Fund
or, if a
Loan Pair (other than the 2006-C28 Serviced Mortgage Loan) is
involved, with a
view towards the maximization of recovery on such Loan Pair to
the
Certificateholders, the related Companion Holders and the Trust
Fund (as a
collective whole, taking into account that the Subordinate
Companion Loans are
subordinate to the related Co-Lender Loans and the Pari Passu
Companion Loans
are pari passu in right of payment with the Pari Passu Mortgage
Loan, in each
case to the extent set forth in the related Intercreditor
Agreement) and (c)
without regard to (i) any relationship that the Master Servicer or
the Special
Servicer, as the case may be, or any Affiliate thereof may have
with the related
Mortgagor, the Depositor, any Mortgage Loan Seller or any other
party to the
transaction or any Affiliate thereof; (ii) the ownership of any
Certificate or
Companion Loan (or other interest in any Mortgage Loan or Companion
Loan) by the
Master Servicer or the Special Servicer, as the case may be, or by
any Affiliate
thereof; (iii) the right of the Master Servicer or the Special
Servicer, as the
case may be, to receive compensation or other fees for its services
rendered
pursuant to this Agreement; (iv) the obligations of the Master
Servicer to make
Advances; (v) the ownership, servicing or management by the Master
Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof
for others of
any other mortgage loans or mortgaged property; (vi) any obligation
of the
Master Servicer or any Affiliate of the Master Servicer to
repurchase or
substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any
obligation of
the Master Servicer or any Affiliate of the Master Servicer to cure
a breach of
a representation and warranty with respect to a Mortgage Loan; and
(viii) any
debt the Master Servicer or Special Servicer or any Affiliate of
either has
extended to any Mortgagor or any Affiliate of such Mortgagor.
"Servicing Transfer Event": With respect to any Mortgage Loan
(other
than the 2006-C28 Serviced Mortgage Loan), the occurrence of any of
the events
described in clauses (a) through (h) of the definition of
"Specially Serviced
Mortgage Loan".
"Similar Law": As defined in Section 5.02(c).
"Single Certificate": For purposes of Section 4.02, a
hypothetical
Certificate of any Class of Regular Certificates evidencing a
$1,000
denomination.
"Special Reserve Account": As used herein, the Trustee may create
a
segregated custodial account or accounts pursuant to Section
2.02(d) in trust
for the Certificateholders, which shall be entitled "Wells Fargo
Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank
Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C29
and [name of party providing the funds]". Any such account will be
an Eligible
Account.
"Special Servicer": With respect to each Mortgage Loan (other
than
the 2006-C28 Serviced Mortgage Loan), LNR Partners, Inc., or, any
successor
special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Mortgage Loan and each REO Loan, the fee designated as such and
payable to the
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 Loan, 0.25% per annum.
"Specially Serviced Mortgage Loan": Any Mortgage Loan (other
than
the 2006-C28 Serviced Mortgage Loan) or Companion Loan (other than
the
Non-Serviced Companion Loans) as to which any of the following
events have
occurred:
(a) the related Mortgagor shall have (i) failed to make any
Balloon
Payment;
provided, however, if the Mortgagor continues to make its
Assumed
Scheduled
Payment and diligently pursues refinancing, a Servicing
Transfer
Event
shall not occur until 60 days following such default (or, if
the
Master
Servicer has, within in 60 days after the Due Date of such
Balloon
Payment,
received written evidence from an institutional lender of such
lender's
binding commitment (which is reasonably acceptable to the
Special
Servicer
and for which the Controlling Class Representative has given
its
consent
(which consent shall be deemed denied if not granted within 10
Business
Days)) to refinance such Mortgage Loan, 120 days following such
default)
(provided that if such refinancing does not occur during the
time
period
specified in such written refinancing commitment, a Servicing
Transfer
Event will be deemed to occur); or (ii) failed to make when due
any
Periodic Payment (other than a Balloon Payment), and such failure
has
continued
unremedied for 60 days; or
(b) the Master Servicer or Special Servicer (in the case of the
Special
Servicer, with the consent of the Controlling Class
Representative) shall have determined (with written notice of any
such
determination by the Special Servicer to be promptly given by the
Special
Servicer
to the Master Servicer), in its good faith reasonable judgment,
and in
accordance with the Servicing Standard, based on communications
with the
related Mortgagor, that a default in making a Periodic Payment
(including
a Balloon Payment) or any other default under the applicable
Mortgage
Loan documents that would (with respect to such other default)
materially
impair the value of the Mortgaged Property as security for the
Mortgage
Loan and, if applicable, Companion Loan or otherwise would
materially
adversely affect the interests of Certificateholders and would
continue
unremedied beyond the applicable grace period under the terms
of
the
Mortgage Loan (or, if no grace period is specified, for 60
days;
provided
that a default that would give rise to an acceleration right
without
any grace period shall be deemed to have a grace period equal
to
zero) is
likely to occur and is likely to remain unremedied for at least
60 days;
or
(c) there shall have occurred a default (other than as described
in
clause (a)
above) that the Master Servicer or the Special Servicer (in the
case of
the Special Servicer, with the consent of the Controlling Class
Representative) shall have determined (with written notice of any
such
determination by the Special Servicer to be promptly given by the
Special
Servicer
to the Master Servicer), in its good faith and reasonable
judgment,
and in accordance with the Servicing Standard, materially
impairs
the value of the Mortgaged Property as security for the
Mortgage
Loan and,
if applicable, Companion Loan, or otherwise materially
adversely
affects
the interests of Certificateholders and that continues
unremedied
beyond the
applicable grace period under the terms of the Mortgage Loan
(or, if no
grace period is specified, for 60 days; provided that a default
that gives
rise to an acceleration right without any grace period shall be
deemed to
have a grace period equal to zero); provided, however, in the
event the
Special Servicer with the consent of the Controlling Class
Representative determines that the related Mortgagor does not need
to
maintain
terrorism insurance as provided in Section 3.07(a), no default
related to
the failure to obtain such insurance shall be deemed to be
outstanding for purposes of this clause(c); or
(d) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs,
shall have
been entered against the related Mortgagor; provided that if
such
decree or order is discharged, dismissed or stayed within 60 days
it
shall not
be a Specially Serviced Mortgage Loan (and no Special Servicing
Fees shall
be payable); or
(e) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of
debt,
marshaling of assets and liabilities or similar proceedings of
or
relating to such
Mortgagor or of or relating to all or substantially all
of its
property; or
(f) the related Mortgagor shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency, bankruptcy or reorganization
statute,
make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(g) the Master Servicer shall have force placed insurance
against
damages or
losses arising from acts of terrorism due to the failure of the
related
Mortgagor to maintain or cause such insurance to be maintained
and
(1)
subsequent to such force placement such Mortgagor fails to maintain
or
cause to
be maintained insurance coverage against damages for losses
arising
from acts of terrorism for a period of 60 days (or such shorter
time
period as the Controlling Class Representative may consent to) or
(2)
the Master
Servicer fails to have been reimbursed from any Servicing
Advances
made in connection with the force placement of such insurance
coverage
(unless the circumstances giving rise to such forced placement
of
such
insurance coverage have otherwise been cured and the Master
Servicer
has been
reimbursed for any Servicing Advances made in connection with
the
forced
placement of such insurance coverage); or
(h) the Master Servicer shall have received notice of the
commencement of
foreclosure or similar proceedings with respect to the
related
Mortgaged Property;
provided, however, a Companion Loan shall be deemed to be a
Specially Serviced Mortgage Loan if the related Co-Lender Loan
becomes a
Specially Serviced Mortgage Loan and a Co-Lender Loan shall be
deemed to be a
Specially Serviced Mortgage Loan if the related Companion Loan
becomes a
Specially Serviced Mortgage Loan; provided, further, however, a
Mortgage Loan or
Companion Loan will cease to be a Specially Serviced Mortgage
Loan:
(i) with respect to the circumstances described in clause (a)
above,
when the
related Mortgagor has made three consecutive full and timely
Periodic
Payments under the terms of such Mortgage Loan or Companion
Loan
(as such
terms may be changed or modified in connection with a
bankruptcy
or similar
proceeding involving the related Mortgagor or by reason of a
modification, waiver or amendment granted or agreed to by the
Special
Servicer
pursuant to Section 3.20);
(ii) with respect to the circumstances described in clauses
(b),
(d), (e)
and (f) above, when such circumstances cease to exist in the
good
faith
reasonable judgment of the Special Servicer and in accordance
with
the
Servicing Standard, but, with respect to any bankruptcy or
insolvency
proceedings described in clauses (d), (e) and (f), no later than
the entry
of an
order or decree dismissing such proceeding;
(iii) with
respect to the circumstances described in clause (c) and
(g) above,
when such default is cured; and
(iv) with respect to the circumstances described in clause (h)
above,
when such proceedings are terminated;
so long as at that time no circumstance identified in clauses (a)
through (h)
above exists that would cause the Mortgage Loan (or, with respect
to a Co-Lender
Loan, the related Companion Loan, or, with respect to a Companion
Loan, the
related Co-Lender Loan) to continue to be characterized as a
Specially Serviced
Mortgage Loan; provided no additional default is foreseeable in the
reasonable
good faith judgment of the Special Servicer. The determination as
to whether the
2006-C28 Serviced Mortgage Loan is a Specially Serviced Mortgage
Loan shall be
made pursuant to the 2006-C28 Pooling and Servicing Agreement.
"Startup Day": With respect to each of REMIC I and REMIC II, the
day
designated as such in Section 10.01(c).
"State and Local Taxes": Taxes imposed by the States of New
York,
North Carolina, Florida and Minnesota and by any other state or
local taxing
authorities; provided that such states and such other state and
local taxing
authorities, by notice to the Trustee, assert jurisdiction over the
Trust Fund
or any portion thereof, or which, according to an Opinion of
Counsel addressed
to the Trustee, have such jurisdiction.
"Stated Maturity Date": With respect to any Mortgage Loan, the
Due
Date specified in the Mortgage Note (as in effect on the Closing
Date) on which
the last payment of principal is due and payable under the terms of
the Mortgage
Note (as in effect on the Closing Date), without regard to any
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 and, in the case of an ARD Loan, without regard to its
Anticipated
Repayment Date.
"Stated Principal Balance": With respect to any Mortgage Loan, as
of
any date of determination, an amount (which amount shall not be
less than zero)
equal to (x) the Cut-Off Date Balance of such Mortgage Loan (or, in
the case of
a Qualified Substitute Mortgage Loan, the unpaid principal balance
after
application of all principal payments due on or before the related
date of
substitution, whether or not received), plus (y) any Mortgage
Deferred Interest
added to the principal balance of such Mortgage Loan on or before
the end of the
immediately preceding Collection Period minus (z) the sum of:
(i) the principal portion of each Periodic Payment due on such
Mortgage
Loan after the Cut-Off Date or the related date of
substitution,
as the
case may be, to the extent received from the Mortgagor or
advanced
by the
2006-C28 Master Servicer, the Master Servicer or the Trustee
and
distributed to Certificateholders on or before such date of
determination;
(ii) all Principal Prepayments received with respect to such
Mortgage
Loan after the Cut-Off Date or the related date of
substitution,
as the
case may be, to the extent distributed to Certificateholders on
or
before
such date of determination;
(iii) the principal portion of all Insurance Proceeds and
Liquidation Proceeds received with respect to such Mortgage Loan
after the
Cut-Off
Date or the related date of substitution, as the case may be,
to
the extent
distributed to Certificateholders on or before such date of
determination;
(iv) the principal portion of any Realized Loss incurred in
respect
of such
Mortgage Loan during the related Collection Period; and
(v) any amount of reduction in the outstanding principal balance
of
such
Mortgage Loan resulting from a Deficient Valuation that
occurred
prior to
the end of the Collection Period for the most recent
Distribution
Date.
With respect to any REO Loan, as of any date of determination,
an
amount equal to (x) the Stated Principal Balance of the predecessor
Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the
sum of:
(A) the
principal portion of any P&I Advance made with
respect to the predecessor Mortgage Loan on or after the
date of the related REO Acquisition, to the extent
distributed to Certificateholders on or before such date
of determination; and
(B) the
principal portion of all Insurance Proceeds,
Liquidation Proceeds and REO Revenues received with
respect to such REO Loan, to the extent distributed to
Certificateholders on or before such date of
determination.
A Mortgage Loan or an REO Loan shall be deemed to be part of
the
Trust Fund and to have an outstanding Stated Principal Balance
until the
Distribution Date on which the payments or other proceeds, if any,
received in
connection with a Liquidation Event in respect thereof are to be
(or, if no such
payments or other proceeds are received in connection with such
Liquidation
Event, would have been) distributed to Certificateholders. In
addition, to the
extent that principal from general collections is used to
reimburse
Nonrecoverable Advances pursuant to Sections 3.05(a)(vii) and
(viii) or Workout
Delayed Reimbursement Amounts pursuant to Sections 3.05(a)(vii) and
(viii)
(which are only reimbursable from principal collections on the
Mortgage Pool as
set forth in this Agreement) and such amount has not been included
as part of
the Principal Distribution Amount, such amount shall nevertheless
be deemed to
be part of the Principal Distribution Amount for purposes of
clauses (i), (ii)
and (iii) above. Notwithstanding the foregoing, if any Mortgage
Loan is paid in
full, liquidated or otherwise removed from the Trust Fund,
commencing as of the
first Distribution Date following the Collection Period during
which such event
occurred, the Stated Principal Balance of such Mortgage Loan will
be zero.
With respect to any Companion Loan on any date of determination,
the
Stated Principal Balance shall equal the unpaid principal balance
of such
Companion Loan.
"Strip Rate": With respect to any Component for any
Distribution
Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the
Corresponding
Certificates (provided that in no event shall the Strip Rate be
less than zero).
"Subcontractor": Any third-party or affiliated vendor,
subcontractor
or other Person utilized by a Servicer, a Sub-Servicer, the Trustee
or the
Custodian, as applicable, that is not responsible for the overall
servicing (as
"servicing" is commonly understood by participants in the
commercial
mortgage-backed securities market) of Mortgage Loans but performs
one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans.
"Subordinate Companion Holder": The holders of any of the
Subordinate Companion Loans.
"Subordinate Companion Loan": Each of the Galleria at Tyler
Subordinate Companion Loan, the Dakota Square Mall Subordinate
Companion Loan,
the Aetna Building-Fresno, CA Subordinate Companion Loans and the
FBI - Albany,
NY Subordinate Companion Loans, individually or collectively, as
the context may
require.
"Subordinated Certificate": Any Class A-M, Class A-J, Class B,
Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class O, Class P, Class Q, Class Z, Class R-I or Class
R-II
Certificate.
"Sub-Servicer": Any Person with which the Master Servicer, the
Special Servicer or an Additional Servicer has entered into a
Sub-Servicing
Agreement for the performance (whether directly or through
Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing
functions
required to be performed by the Master Servicer or the Special
Servicer under
this Agreement or by an Additional Servicer under a servicing
agreement, with
respect to some or all of the Mortgage Loans, that are identified
in Item
1122(d) of Regulation AB.
"Sub-Servicing Agreement": The written contract between the
Master
Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer, on the
other hand, relating to servicing and administration of Mortgage
Loans as
provided in Section 3.22.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(a) hereof, an amount equal to the excess,
if any, of
the Purchase Price of the Mortgage Loan being replaced calculated
as of the date
of substitution over the Stated Principal Balance of the related
Qualified
Substitute Mortgage Loan as of the date of substitution. In the
event that one
or more Qualified Substitute Mortgage Loans are substituted (at the
same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall
Amount shall
be determined as provided in the preceding sentence on the basis of
the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans
being replaced
and the aggregate Stated Principal Balances of the related
Qualified Substitute
Mortgage Loan or Mortgage Loans.
"Successful Bidder": As defined in Section 7.01(c).
"Tax Matters Person": With respect to each of REMIC I and REMIC
II,
the Person designated as the "tax matters person" of such REMIC in
the manner
provided under Treasury Regulations Section 1.860F-4(d) and
Temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall be the
applicable
Plurality Residual Certificateholder.
"Tax Returns": The federal income tax returns on Internal
Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to
Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms,
to be filed on behalf of REMIC I and REMIC II due to its
classification as a
REMIC under the REMIC Provisions, and the federal income tax return
to be filed
on behalf of the Additional Interest Grantor Trust due to their
classification
as a grantor trust under the Grantor Trust Provisions, together
with any and all
other information, reports or returns that may be required to be
furnished to
the Certificateholders or filed with the Internal Revenue Service
under any
applicable provisions of federal tax law or any other governmental
taxing
authority under applicable State and Local Tax laws.
"Tenants-in-Common Loan": Those certain Mortgage Loans which
are
identified on Exhibit Z hereto for which the related Mortgagors own
the related
Mortgaged Property as tenants-in-common and the related Mortgagor
is subject to
further syndication.
"Time of Sale": As defined in that certain Underwriting
Agreement,
dated as of December 13, 2006, among Wachovia Commercial Mortgage
Securities,
Inc., Wachovia Bank, National Association, Wachovia Capital
Markets, LLC,
Goldman, Sachs & Co. and Greenwich Capital Markets, Inc.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any
Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any
Ownership
Interest in a Certificate.
"Trust-Related Litigation": As defined in Section 3.30.
"Trust Fund": Collectively, (i) all of the assets of each of REMIC
I
and REMIC II, and (ii) the Additional Interest Grantor Trust
Assets.
"Trustee": Wells Fargo Bank, N.A., its successor in interest, or
any
successor trustee appointed as herein provided.
"Trustee Fee": With respect to each Mortgage Loan and REO Loan
for
any Distribution Date, an amount equal to one month's interest for
the most
recently ended calendar month (calculated on a 30/360 Basis),
accrued at the
Trustee Fee Rate on the Stated Principal Balance of such Mortgage
Loan or REO
Loan, as the case may be, outstanding immediately following the
prior
Distribution Date (or, in the case of the initial Distribution
Date, as of the
Closing Date).
"Trustee Fee Rate": 0.00062% per annum.
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement executed and
filed
pursuant to the Uniform Commercial Code, as in effect in any
relevant
jurisdiction.
"Underwriter": Each of Wachovia Capital Markets, LLC, Goldman,
Sachs
& Co. and Greenwich Capital Markets, Inc. or, in each case, its
successor in
interest.
"United States Person": A citizen or resident of the United
States,
a corporation or partnership (including an entity treated as a
corporation or
partnership for federal income tax purposes) created or organized
in, or under
the laws of, the United States, any State thereof or the District
of Columbia
unless in the case of a partnership, Treasury Regulations are
adopted that
provide otherwise, an estate whose income is includable in gross
income for
United States federal income tax purposes regardless of its source
or a trust if
a court within the United States is able to exercise primary
supervision over
the administration of the trust, and one or more United States
Persons have the
authority to control all substantial decisions of the trust, all
within the
meaning of Section 7701(a)(30) of the Code (or, to the extent
provided in
applicable Treasury regulations, certain trusts in existence on
August 20, 1996,
that are eligible to elect to be treated as United States
Persons).
"Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person
that made the
Advance hereunder, on the one hand, and the Trust Fund, on the
other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (ii)
and (vi) of
Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise
from collections on or the proceeds of the Mortgage Loan or REO
Property in
which the Trust Fund holds a beneficial interest in respect of
which the Advance
was made.
"Unrestricted Servicer Reports": Each of the CMSA Delinquent
Loan
Status Report, CMSA Historical Loan Modification and Corrected
Mortgage Loan
Report, CMSA Loan Level Reserve/LOC Report, CMSA REO Status Report,
the CMSA
Advance Recovery Report and the CMSA Total Loan Report.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times
during the term
of this Agreement, 100% of the Voting Rights shall be allocated
among the
Holders of the Regular Certificates. Ninety-six percent (96%) of
the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class
A-3, Class A-PB,
Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O,
Class P and Class Q Certificates in proportion to the respective
Class Principal
Balances of their Certificates (which proportion shall be
calculated as equal to
the product of 96% and a fraction, the numerator of which is equal
to the
aggregate Certificate Balance of the related Class of Certificates
(adjusted as
provided in the immediately succeeding provisos) and the
denominator of which is
equal to the aggregate Certificate Balances of all Classes of
Certificates
referenced above, determined as of the Distribution Date
immediately preceding
such time); provided that solely for the purpose of determining the
Voting
Rights of the Classes of Sequential Pay Certificates, the aggregate
Appraisal
Reduction Amount (determined as set forth herein) shall be treated
as Realized
Losses with respect to the calculation of the Certificate Principal
Balances
thereof; provided, further, however, the aggregate Appraisal
Reduction Amount
shall not reduce the Class Principal Balance of any Class for
purposes of
determining the Controlling Class, the Controlling Class
Representative or the
Majority Subordinate Certificateholder. Four percent (4%) in the
aggregate of
the Voting Rights shall be allocated to the Class IO Certificates.
The Class Z
Certificates and the Residual Certificates shall have no voting
rights. Voting
Rights allocated to a Class of Certificateholders shall be
allocated among such
Certificateholders in standard proportion to the Percentage
Interests evidenced
by their respective Certificates. In addition, if either the Master
Servicer or
the Special Servicer is the holder of any Certificate, neither of
the Master
Servicer or Special Servicer, in its capacity as a
Certificateholder, shall have
Voting Rights with respect to matters concerning compensation
affecting the
Master Servicer or the Special Servicer.
"Wachovia": Wachovia Bank, National Association, or its successor
in
interest.
"Wachovia Mortgage Loan Purchase Agreement": That certain
mortgage
loan purchase agreement, dated as of December 1, 2006 between the
Depositor and
Wachovia and relating to the transfer of the Wachovia Mortgage
Loans to the
Depositor.
"Wachovia Mortgage Loans": Each of the Mortgage Loans
transferred
and assigned to the Depositor pursuant to the Wachovia Mortgage
Loan Purchase
Agreement.
"Weighted
Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted
average, expressed
as a percentage and rounded to six decimal places, of the
respective Net
Mortgage Rates applicable to the Mortgage Loans as of the first day
of the
related Collection Period, weighted on the basis of their
respective Stated
Principal Balances immediately following the preceding Distribution
Date.
"Whole Loan": Collectively, each Co-Lender Loan and its related
Companion Loans.
"Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such
Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the
making of
three Monthly Payments under its modified terms, would then
constitute) a
Corrected Mortgage Loan (or, with respect to the 2006-C28 Serviced
Mortgage
Loan, a "corrected mortgage loan" under the 2006-C28 Pooling and
Servicing
Agreement), together with (to the extent accrued and unpaid)
interest on such
Advances, to the extent that (i) such Advance (and any interest
thereon) is not
reimbursed to the Person who made such Advance on or before the
date, if any, on
which such Mortgage Loan becomes a Corrected Mortgage Loan (or,
with respect to
the 2006-C28 Serviced Mortgage Loan, a "corrected mortgage loan"
under the
2006-C28 Pooling and Servicing Agreement) and (ii) the amount of
such Advance
(and any interest thereon) becomes an obligation of the Mortgagor
to pay such
amount over a period of time rather than immediately or on the next
Due Date
under the terms of the modified loan documents.
"Workout Fee": With respect to each Corrected Mortgage Loan, the
fee
designated as such and payable to the Special Servicer pursuant to
the second
paragraph of Section 3.11(c).
"Workout Fee Rate": With respect to each Corrected Mortgage
Loan,
1.00%.
"Yield Maintenance Charge": Payments paid or payable, as the
context
requires, on a Mortgage Loan as the result of a Principal
Prepayment thereon,
not otherwise due thereon in respect of principal or interest,
which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to
compensate the
holder for reinvestment losses based on the value of an interest
rate index at
or near the time of prepayment. Any other prepayment premiums,
penalties and
fees not so calculated will not be considered "Yield Maintenance
Charges." In
the event that a Yield Maintenance Charge shall become due for any
particular
Mortgage Loan, the Master Servicer shall be required to follow the
terms and
provisions contained in the applicable Mortgage Note; provided,
however, in the
event the particular Mortgage Note shall not specify the U.S.
Treasuries which
shall be used in determining the discount rate or the reinvestment
yield to be
applied in such calculation, the Master Servicer shall be required
to use those
U.S. Treasuries having maturity dates most closely approximating
the maturity of
such Mortgage Loan. Accordingly if either no U.S. Treasury issue,
or more than
one U.S. Treasury issue, shall coincide with the term over which
the Yield
Maintenance Charge shall be calculated (which depending on the
applicable
Mortgage Note is based on the remaining average life of the
Mortgage Loan or the
actual term remaining through the Maturity Date), the Master
Servicer shall use
the U.S. Treasury whose reinvestment yield is the lowest, with such
yield being
based on the bid price for such issue as published in The Wall
Street Journal on
the date that is fourteen (14) days prior to the date that the
Yield Maintenance
Charge shall become due and payable (or, if such bid price is not
published on
that date, the next preceding date on which such bid price is so
published) and
converted to a monthly compounded nominal yield. The monthly
compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount
rate and shall
be defined as MEY = (12X {(1+"BEY"/2)^1/6}-1) where BEY is defined
as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in
percentage, and
1/6 is the exponential power to which a portion of the equation is
raised. For
example, using a BEY of 5.50%, the MEY = (12 X {(1+
0.055/2)^0.16667}-1) where
0.055 is the decimal version of the percentage 5.50% and 0.16667 is
the decimal
version of the exponential power. The MEY in the above calculation
is 5.44%.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the
Trustee, in trust, without recourse, for the benefit of the
Certificateholders
(and for the benefit of the other parties to this Agreement as
their respective
interests may appear) all the right, title and interest of the
Depositor, in, to
and under (i) the Mortgage Loans and all documents included in the
related
Mortgage Files and Servicing Files, (ii) the rights of the
Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each of
the Mortgage
Loan Purchase Agreements, and (iii) all other assets included or to
be included
in the Trust Fund. Such assignment includes all interest and
principal received
or receivable on or with respect to the Mortgage Loans and due
after the Cut-Off
Date. The transfer of the Mortgage Loans and the related rights and
property
accomplished hereby is absolute and, notwithstanding Section 11.07,
is intended
by the parties to constitute a sale.
(b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby
represents and
warrants that it has directed, each Mortgage Loan Seller pursuant
to the
applicable Mortgage Loan Purchase Agreement, to deliver to and
deposit with, or
cause to be delivered to and deposited with, the Trustee or a
Custodian
appointed thereby (with a copy to the Master Servicer and Special
Servicer), on
or before the Closing Date, the Mortgage File for each Mortgage
Loan so assigned
and the Servicing File to the Master Servicer. The Special Servicer
may request
the Master Servicer to deliver a copy of the Servicing File for any
Mortgage
Loan (other than a Specially Serviced Mortgage Loan, which will not
be at the
expense of the Special Servicer) at the expense of the Special
Servicer. None of
the Trustee, any Custodian, the Master Servicer or the Special
Servicer shall be
liable for any failure by any Mortgage Loan Seller or the Depositor
to comply
with the document delivery requirements of the applicable Mortgage
Loan Purchase
Agreement and this Section 2.01(b).
(c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the
documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if
recorded) and
(viii) of the definition of "Mortgage File" (or, with respect to
the 2006-C28
Serviced Mortgage Loan, a photocopy thereof), with evidence of
recording
thereon, solely because of a delay caused by the public recording
office where
such document or instrument has been delivered for recordation, the
delivery
requirements of the related Mortgage Loan Purchase Agreement and
Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered
document or
instrument, and such non-delivered document or instrument shall be
deemed to
have been included in the Mortgage File; provided that a photocopy
of such
non-delivered document or instrument (certified by the applicable
Mortgage Loan
Seller to be a true and complete copy of the original thereof
submitted for
recording) is delivered to the Trustee or a Custodian appointed
thereby on or
before the Closing Date, and either the original of such
non-delivered document
or instrument, or a photocopy thereof, with evidence of recording
thereon, is
delivered to the Trustee or such Custodian within 120 days of the
Closing Date
(or within such longer period after the Closing Date as the Trustee
may consent
to, which consent shall not be unreasonably withheld so long as the
applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from
the
appropriate county recorder's office such original or photocopy).
If the
applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred
to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the
definition of
"Mortgage File" (or, with respect to the 2006-C28 Serviced Mortgage
Loan, a
photocopy thereof) with evidence of recording thereon, for any
other reason,
including, without limitation, that such non-delivered document or
instrument
has been lost, the delivery requirements of the applicable Mortgage
Loan
Purchase Agreement and Section 2.01(b) shall be deemed to have been
satisfied as
to such non-delivered document or instrument and such non-delivered
document or
instrument shall be deemed to have been included in the Mortgage
File; provided
that a photocopy of such non-delivered document or instrument (with
evidence of
recording thereon) is delivered to the Trustee or a Custodian
appointed thereby
on or before the Closing Date.
If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable
form any one of
the assignments in favor of the Trustee referred to in clause (iv)
or (v) of the
definition of "Mortgage File" (or, with respect to the 2006-C28
Serviced
Mortgage Loan, a photocopy thereof), the applicable Mortgage Loan
Seller may
provisionally satisfy the delivery requirements of the related
Mortgage Loan
Purchase Agreement and Section 2.01(b) by delivering with respect
to such
Mortgage Loan on the Closing Date an omnibus assignment of such
Mortgage Loan;
provided that all required original assignments with respect to
such Mortgage
Loan in fully complete and recordable form shall be delivered to
the Trustee or
its Custodian within 120 days of the Closing Date (or within such
longer period
as the Trustee in its discretion may permit).
(d) The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan (other than
the 2006-C28
Serviced Mortgage Loan) promptly (and in any event within 90 days
following the
latest of (i) the Closing Date, (ii) the delivery of all
assignments and UCC
Financing Statements to the Trustee and (iii) the date on which the
Trustee
receives, with respect to the original recorded or filed documents
relating to
such assignments and UCC Financing Statements, all necessary
recording and
filing information required for the recording or filing of such
assignments and
UCC Financing Statements) cause to be submitted for recording or
filing, as the
case may be, in the appropriate public office for real property
records or UCC
Financing Statements, as appropriate and to the extent timely
delivered to the
Trustee in final, recordable form, each assignment of Mortgage,
assignment of
Assignment of Leases and any other recordable documents (to the
extent the
Trustee has actual knowledge that such documents are to be
recorded) relating to
each such Mortgage Loan, in favor of the Trustee referred to in
clause (iv)(a),
(b) and (c), respectively, of the definition of "Mortgage File" and
each UCC-2
and UCC-3 assignment in favor of the Trustee and so delivered to
the Trustee and
referred to in clause (viii) of the definition of "Mortgage File."
The
applicable Mortgage Loan Seller shall reimburse the Trustee for all
reasonable
costs and expenses incurred for recording any documents described
in clause
(iv)(c) of the definition of "Mortgage File." Each such assignment,
UCC-2 and
UCC-3 shall reflect that the recorded original should be returned
by the public
recording office to the Trustee or its designee following
recording, and each
such UCC-2 and UCC-3 assignment shall reflect that the file copy
thereof should
be returned to the Trustee or its designee following filing;
provided that in
those instances where the public recording office retains the
original
assignment of Mortgage or assignment of Assignment of Leases, the
Trustee shall
obtain therefrom a certified copy of the recorded original, at the
expense of
the Depositor. If any such document or instrument is lost or
returned unrecorded
or unfiled, as the case may be, because of a defect therein, the
Trustee shall
direct the related Mortgage Loan Seller pursuant to the applicable
Mortgage Loan
Purchase Agreement to promptly prepare or cause to be prepared a
substitute
therefor or cure such defect, as the case may be, and thereafter
the Trustee
shall upon receipt thereof cause the same to be duly recorded or
filed, as
appropriate. Upon request, the Trustee shall forward to the Master
Servicer a
copy of each of the aforementioned recorded assignments following
the Trustee's
receipt thereof, to the extent not previously provided.
(e) All documents and records in the Servicing File in possession
of
the Depositor or the Mortgage Loan Sellers (except attorney client
privileged
communications, draft documents and any documents or materials
prepared by the
Mortgage Loan Sellers or their Affiliates for internal uses,
including, without
limitation, internal correspondence and credit analysis of the
Mortgage Loan
Sellers) that relate to the Mortgage Loans (other than the 2006-C28
Serviced
Mortgage Loan) and that are not required to be a part of a Mortgage
File in
accordance with the definition thereof (including any original
letters of
credit), together with all Escrow Payments and Reserve Accounts in
the
possession thereof, shall be delivered to the Master Servicer or
such other
Person as may be directed by the Master Servicer (at the expense of
the
applicable Mortgage Loan Seller) on or before the Closing Date and
shall be held
by the Master Servicer on behalf of the Trustee in trust for the
benefit of the
Certificateholders; provided, however, the Master Servicer shall
have no
responsibility for holding documents created or maintained by the
Special
Servicer hereunder and not delivered to the Master Servicer.
(f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian
and the
Master Servicer on or before the Closing Date and hereby represents
and warrants
that it has delivered a copy of a fully executed counterpart of
each Mortgage
Loan Purchase Agreement, as in full force and effect on the Closing
Date.
Section 2.02. Acceptance of the Trust Fund by Trustee.
(a) The Trustee, by its execution and delivery of this
Agreement,
acknowledges receipt of the Depositor's assignment to it of the
Depositor's
right, title and interest in the assets that constitute the Trust
Fund, and
further acknowledges receipt by it or a Custodian on its behalf,
subject to the
provisos in the definition of "Mortgage File" and the provisions of
Section 2.01
and subject to the further limitations on review provided for in
Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the
Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully
executed
counterpart of each Mortgage Loan Purchase Agreement, all in good
faith and
without notice of any adverse claim, and declares that it or a
Custodian on its
behalf holds and will hold such documents and the other documents
received by it
that constitute portions of the Mortgage Files, and that it holds
and will hold
the Mortgage Loans and other assets included in the Trust Fund, in
trust for the
exclusive use and benefit of all present and future
Certificateholders and, with
respect to any original document in the Mortgage File for a Loan
Pair, any
present or future Companion Holders. The Trustee hereby certifies
to each of the
Depositor, the Master Servicer, the Special Servicer and each
Mortgage Loan
Seller that, except as identified in the schedule of exceptions,
which is
attached hereto as Exhibit C-1 without regard to the proviso in the
definition
of "Mortgage File," each of the original executed Mortgage Notes
(or lost note
affidavit), the Mortgage (or an executed copy thereof), the
lender's title
policy (original or copy or marked-up title commitment marked as
binding and
countersigned by the title company or its authorized agent or an
agreement to
provide the same pursuant to binding escrow instructions executed
by an
authorized representative of the title company), a copy of any
related Ground
Leases, the original (or copy if the original has been delivered to
the Master
Servicer) of any related letters of credit (and the related
transfer or
assignment documents, if applicable), as described in clauses (i),
(ii), (vii),
(ix)(A) and (xii), respectively, of the definition of Mortgage File
are in its
possession.
With respect to the schedule of exceptions described in the
preceding paragraph, within 15 Business Days (or, in the
Controlling Class
Representative's reasonable discretion, 30 Business Days) of the
Closing Date,
with respect to the documents specified in clauses (i), (ii),
(vii), (ix)
(solely with respect to Ground Leases) and (xii) of the definition
of Mortgage
File, the related Mortgage Loan Seller shall cure any material
exception listed
therein (for the avoidance of doubt, any deficiencies with respect
to the
documents specified in clause (ii) resulting solely from a delay in
the return
of the related documents from the applicable recording office,
shall be cured in
the time and manner described in Section 2.01(c)). If such
exception is not so
cured, the related Mortgage Loan Seller shall either (1) repurchase
the related
Mortgage Loan, (2) with respect to exceptions relating to clause
(xii) of the
definition of "Mortgage File", deposit with the Paying Agent (who
shall promptly
notify the Master Servicer thereof) an amount, to be held in a
Special Reserve
Account, equal to the amount of the undelivered letter of credit
(in the
alternative, the related Mortgage Loan Seller may deliver to the
Paying Agent,
with a certified copy to the Master Servicer and Trustee, a letter
of credit for
the benefit of the Master Servicer on behalf of the Trustee and
upon the same
terms and conditions as the undelivered letter of credit) which the
Master
Servicer on behalf of the Trustee may use (or draw upon, as the
case may be)
under the same circumstances and conditions as the Master Servicer
would have
been entitled to draw on the undelivered letter of credit, or (3)
with respect
to any exceptions relating to clauses (i), (ii) and (vii), deposit
with the
Paying Agent on behalf of the Trustee an amount, to be held in
trust in a
Special Reserve Account, equal to 25% of the Stated Principal
Balance of the
related Mortgage Loan. Any letter of credit or funds deposited
pursuant to
clauses (2) and (3) shall be held pursuant to the related Mortgage
Loan Purchase
Agreement by the Paying Agent until the earlier of (x) the date on
which the
Master Servicer certifies to the Trustee and the Controlling
Class
Representative that such exception has been cured (or the Trustee
certifies the
same to the Controlling Class Representative), at which time such
funds or
letter of credit, as applicable, shall be returned to the related
Mortgage Loan
Seller and (y) 30 Business Days or, if the Controlling Class
Representative
extends the cure period, 45 Business Days after the Closing Date;
provided,
however, if such exception is not cured within such 30 Business
Days or 45
Business Days, as the case may be, (A) in the case of clause (2),
the Paying
Agent shall retain such funds on deposit in the related Special
Reserve Account,
or (B) in the case of clause (3), the related Mortgage Loan Seller
shall
repurchase the related Mortgage Loan in accordance with the terms
and conditions
of Section 2.03(b) or the related Mortgage Loan Purchase Agreement,
at which
time such funds shall be applied to the Purchase Price of the
related Mortgage
Loan.
(b) In addition, within 90 days after the Closing Date (and if
any
exceptions are noted, a schedule of exceptions again every 90 days
thereafter
until the second anniversary of the Closing Date, and a schedule of
exceptions
every 180 days thereafter until the fifth anniversary of the
Closing Date, and
thereafter upon request by any party hereto, any Mortgage Loan
Seller or the
Majority Subordinate Certificateholder), the Trustee or the
Custodian on its
behalf will review the Mortgage Files and certify (in a
certificate
substantially in the form of Exhibit C-2) to each of the Depositor,
the Master
Servicer, the Special Servicer and each Mortgage Loan Seller (with
copies to the
Majority Subordinate Certificateholder) that, with respect to each
Mortgage Loan
(and with respect to the 2006-C28 Serviced Mortgage Loan and their
related
Companion Loans, only those items required pursuant to the
definition of
"Mortgage File") listed in the Mortgage Loan Schedule, except as
specifically
identified in the schedule of exceptions annexed thereto, (i)
without regard to
the proviso in the definition of "Mortgage File," all documents
specified in
clauses (i), (ii), (iv)(a), (v) and (vii), and to the extent
provided in the
related Mortgage File and actually known by a Responsible Officer
of the Trustee
to be required, clauses (iii), (iv)(b), (iv)(c), (vi), (viii) and
(ix) through
and including (xv) of the definition of "Mortgage File" are in its
possession,
(ii) all documents delivered or caused to be delivered by the
applicable
Mortgage Loan Seller constituting the related Mortgage File have
been reviewed
by it and appear regular on their face and appear to relate to such
Mortgage
Loan, (iii) based on such examination and only as to the foregoing
documents,
the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan
with respect to the items specified in clauses (v) and (vi)(C) of
the definition
of "Mortgage Loan Schedule" is correct and (iv) solely with respect
to the
Companion Loans, all documents specified in clause (xvi) of the
definition of
Mortgage File are in its possession. Further, with respect to the
documents
described in clause (viii) of the definition of Mortgage File, the
Trustee may
assume, for purposes of the certification delivered in this Section
2.02(b) and
for purposes of determining (subject to the proviso at the end of
this sentence)
where to file UCC Financing Statements, that the related Mortgage
File should
include one state level UCC Financing Statement filing in the state
of
incorporation of the Mortgagor for each Mortgaged Property (or with
respect to
any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor);
provided, however, to the extent the Trustee has actual knowledge
or is notified
of any fixture or real property UCC Financing Statements filed in
the county of
the state where the related Mortgaged Property is located, the
Trustee shall
file an assignment to the Trust Fund with respect to such UCC
Financing
Statements in the appropriate jurisdiction under the UCC at the
expense of the
related Mortgage Loan Seller. The UCC Financing Statements to be
assigned to the
Trust Fund pursuant to Section 2.01(d) will be delivered by the
related Mortgage
Loan Seller to the Trustee on the new national forms, in recordable
form and
completed pursuant to Revised Article IX of the UCC. The Trustee
will submit
such UCC Financing Statements for filing in the state of
incorporation of the
related Mortgagor as so indicated on the documents provided.
(c) None of the Trustee, the Master Servicer, the Special
Servicer
or any Custodian is under any duty or obligation to inspect, review
or examine
any of the documents, instruments, certificates or other papers
relating to the
Mortgage Loans delivered to it to determine that the same are
valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or
appropriate
for the represented purpose or that they are other than what they
purport to be
on their face.
(d) The Trustee may establish a Special Reserve Account which
shall
be an Eligible Account, and the Trustee or its designee shall
deposit any amount
required to be deposited in a Special Reserve Account within 1
Business Day of
receipt. The related Mortgage Loan Seller may direct the Trustee to
invest or
cause the investment of the funds deposited in the Special Reserve
Account in
Permitted Investments that bear interest or are sold at a discount
and that
mature, unless payable on demand, no later than the Business Day
prior to the
next P&I Advance Date. The Trustee shall act upon the written
instructions of
the related Mortgage Loan Seller with respect to the investment of
the funds in
the Special Reserve Account in such Permitted Investments; provided
that in the
absence of appropriate and timely written instructions from the
related Mortgage
Loan Seller, the Trustee shall not have any obligation to invest or
direct the
investment funds in such Special Reserve Account. All income and
gain realized
from the investment of funds deposited in such Special Reserve
Account shall be
for the benefit of the related Mortgage Loan Seller and shall be
withdrawn by
the Trustee or its designees and remitted to the related Mortgage
Loan Seller on
each P&I Advance Date (net of any losses incurred), and the
related Mortgage
Loan Seller shall remit to the Trustee from the related Mortgage
Loan Seller's
own funds for deposit into such Special Reserve Account the amount
of any Net
Investment Loss (net of Net Investment Earnings) in respect of such
Permitted
Investments immediately upon realization of such Net Investment
Losses and
receipt of written notice thereof from the Trustee; provided that
the related
Mortgage Loan Seller shall not be required to deposit any loss on
an investment
of funds in the Special Reserve Account if such loss is incurred
solely as a
result of the insolvency of the federal or state chartered
depository
institution or trust company that holds such Special Reserve
Account; provided
that such depository institution is not the same entity as such
Mortgage Loan
Seller. The Special Reserve Account shall be considered an "outside
reserve
fund" within the meaning of the REMIC Provisions, and such Special
Reserve
Account (or any reimbursement from REMIC I or REMIC II with respect
thereto)
will be beneficially owned by the related Mortgage Loan Seller, who
shall be
taxable on all income, if any, with respect thereto.
(e) With respect to exceptions related to clause (xii) of the
definition of "Mortgage File" and any cash or substitute letters of
credit held
by the Trustee in the Special Reserve Account from time to time,
if
circumstances arise in servicing the related Mortgage Loan such
that the Master
Servicer or Special Servicer, as the case may be, is entitled to
draw upon the
undelivered letter of credit, the Master Servicer or Special
Servicer, as the
case may be, shall present an Officer's Certificate to the Trustee
requesting
that the cash or substitute letter of credit held in the Special
Reserve
Account, be remitted or released, as the case may be, and the
Trustee shall
remit such cash or release such substitute letter of credit within
1 Business
Day of receipt of such Officer's Certificate. Upon release of any
substitute
letter of credit to the Master Servicer or Special Servicer, the
Trustee shall
no longer be responsible for such letter of credit.
Section 2.03. Mortgage Loan Seller's Repurchase or Substitution
of
Mortgage Loans for Document Defects and Breaches of Representations
and
Warranties.
(a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File
(including that
part relating to the 2006-C28 Serviced Mortgage Loan being held by
the 2006-C28
Trustee) has not been properly executed, is missing (beyond the
time period
required for its delivery hereunder), contains information that
does not conform
in any material respect with the corresponding information set
forth in the
Mortgage Loan Schedule, or does not appear to be regular on its
face (each a
"Document Defect"), or discovers or receives notice of a breach of
any
representation or warranty relating to any Mortgage Loan set forth
in the
applicable Mortgage Loan Purchase Agreement (a "Breach"), the party
discovering
such Document Defect or Breach shall give written notice (which
notice, in
respect of any obligation of the Trustee to provide notice of a
Document Defect,
shall be deemed given by the delivery of the certificate as
required by Section
2.02(a)) to the other parties hereto, to the Majority
Subordinate
Certificateholder and to the Rating Agencies of such Document
Defect or Breach.
Promptly upon becoming aware of any Document Defect or Breach
(including through
such written notice provided by any party hereto or the Majority
Subordinate
Certificateholder as provided above), if any party hereto
determines that such
Document Defect or Breach materially and adversely affects the
value of the
affected Mortgage Loan, the interest of the Trust Fund therein or
the interests
of any Certificateholder, such party shall notify the Master
Servicer of such
determination and promptly after receipt of such notice, the Master
Servicer, or
with respect to a Specially Serviced Mortgage Loan, the Special
Servicer, shall
request in writing (with a copy to the other parties hereto, the
Majority
Subordinate Certificateholder, the Rating Agencies and the
Controlling Class
Representative (if different from the Majority Subordinate
Certificateholder))
that the applicable Mortgage Loan Seller, not later than 90 days
from receipt of
such written request (or, in the case of a Document Defect or
Breach relating to
a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC
Provisions, not later than 90 days after any party to this
Agreement discovers
such Document Defect or Breach) (i) cure such Document Defect or
Breach, as the
case may be, in accordance with Section 3(c) of the applicable
Mortgage Loan
Purchase Agreement, (ii) repurchase the affected Mortgage Loan
(other than with
respect to the 2006-C28 Serviced Mortgage Loan, for which no
substitution shall
be permitted) in accordance with Section 3(c) of the related
Mortgage Loan
Purchase Agreement, or (iii) within two years of the Closing Date,
substitute a
Qualified Substitute Mortgage Loan (other than with respect to the
2006-C28
Serviced Mortgage Loan, for which no substitution shall be
permitted) for such
affected Mortgage Loan and pay the Master Servicer for deposit into
the
Certificate Account any Substitution Shortfall Amount in connection
therewith in
accordance with Sections 3(c) and 3(d) of the applicable Mortgage
Loan Purchase
Agreement; provided, however, if such Document Defect or Breach is
capable of
being cured, but not within such 90 day period, such Document
Defect or Breach
does not relate to the Mortgage Loan not being treated as a
"qualified mortgage"
within the meaning of the REMIC Provisions, and the applicable
Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of
such Document
Defect or Breach within such 90 day period, the applicable Mortgage
Loan Seller
shall have an additional 90 days to complete such cure (or, failing
such cure,
to repurchase the related Mortgage Loan); provided, further, with
respect to
such additional 90 day period the applicable Mortgage Loan Seller
shall have
delivered an Officer's Certificate to the Trustee setting forth
what actions the
applicable Mortgage Loan Seller is pursuing in connection with the
cure thereof
and stating that the applicable Mortgage Loan Seller anticipates
such Document
Defect or Breach will be cured within the additional 90 day period;
provided,
further, no Document Defect (other than with respect to a Mortgage
Note,
Mortgage, title insurance policy, Ground Lease, any letter of
credit, franchise
agreement or any comfort letter and comfort letter transfer
documents
(collectively, the "Material Core Documents")) shall be considered
to materially
and adversely affect the interests of any Certificateholder, the
interest of the
Trust Fund therein or the value of the related Mortgage Loan unless
the document
with respect to which the Document Defect exists is required in
connection with
an imminent enforcement of the mortgagee's rights or remedies under
the related
Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with
respect to the Mortgage Loan, establishing the validity or priority
of any lien
on any collateral securing the Mortgage Loan or for any immediate
significant
servicing obligations; provided, further, with respect to Document
Defects which
materially and adversely affect the interest of any
Certificateholder, the
interests of the Trust therein or the value of the related Mortgage
Loan, other
than with respect to Document Defects relating to the Material Core
Documents,
any applicable cure period following the initial 90 day cure period
may be
extended by the Master Servicer or the Special Servicer if the
document involved
is not needed imminently. Such extension will end upon 30 days
notice of such
need as reasonably determined by the Master Servicer or Special
Servicer (with a
possible 30 day extension if the Master Servicer or Special
Servicer agrees that
the applicable Mortgage Loan Seller is diligently pursuing a cure).
Pursuant to
the related Mortgage Loan Purchase Agreement, the related Mortgage
Loan Seller
shall cure all Document Defects which materially and adversely
affect the
interests of any Certificateholder, the interests of the Trust Fund
therein or
the value of the related Mortgage Loan, regardless of the document
involved, no
later than two years following the Closing Date; provided, however,
the initial
90 day cure period referenced above shall not be reduced. For a
period of two
years from the Closing Date, so long as there remains any Mortgage
File as to
which there is any uncured Document Defect and so long as the
applicable
Mortgage Loan Seller shall provide the Officer's Certificate
pursuant to Section
3(c) of the applicable Mortgage Loan Purchase Agreement, the
Trustee shall on a
quarterly basis prepare and deliver to the other parties a written
report as to
the status of such uncured Document Defects as provided in this
Section 2.03. If
the affected Mortgage Loan is to be repurchased or substituted, the
Master
Servicer shall designate the Certificate Account as the account to
which funds
in the amount of the Purchase Price or the Substitution Shortfall
Amount, as
applicable, are to be wired. Any such repurchase or substitution of
a Mortgage
Loan shall be on a whole loan, servicing released basis.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately
preceding paragraph,
(ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable
Document
Defect or Breach does not constitute a Document Defect or Breach,
as the case
may be, as to any other Crossed Loan in such Crossed Group (without
regard to
this paragraph), then the applicable Document Defect or Breach, as
the case may
be, will be deemed to constitute a Document Defect or Breach, as
the case may
be, as to any other Crossed Loan in the Crossed Group for purposes
of this
paragraph, and the related Mortgage Loan Seller will be required to
repurchase
or substitute for such other Crossed Loan(s) in the related Crossed
Group as
provided in the immediately preceding paragraph unless such other
Crossed Loans
satisfy the Crossed Loan Repurchase Criteria and satisfy all other
criteria for
substitution and repurchase of Mortgage Loans set forth herein. In
the event
that the remaining Crossed Loans in such Crossed Group satisfy
the
aforementioned criteria, the Mortgage Loan Seller may elect either
to repurchase
or substitute for only the affected Crossed Loan as to which the
related Breach
or Document Defect exists or to repurchase or substitute for all of
the Crossed
Loans in the related Crossed Group. Any reserve or other cash
collateral or
letters of credit securing the Crossed Loans shall be allocated
between such
Mortgage Loans in accordance with the Mortgage Loan documents. All
other terms
of the Mortgage Loans shall remain in full force and effect without
any
modification thereof.
With respect to any Crossed Loan, to the extent that the
applicable
Mortgage Loan Seller is required to repurchase or substitute for
such Mortgage
Loan in the manner prescribed in this Section 2.03(a) while the
Trustee
continues to hold any other Crossed Loans in the related Crossed
Group, the
applicable Mortgage Loan Seller and the Depositor will, as set
forth in the
related Mortgage Loan Purchase Agreement (any expenses incurred by
the Trustee
or the Master Servicer in connection with any modification or
accommodation
referred to in such Mortgage Loan Purchase Agreement (including but
not limited
to reasonable attorney fees) shall be paid by the related Mortgage
Loan Seller),
forbear from enforcing any remedies against the other's Primary
Collateral but
each will be permitted to exercise remedies against the Primary
Collateral
securing its respective Mortgage Loans, including with respect to
the Trustee,
the Primary Collateral securing Mortgage Loans still held by the
Trustee.
(b) In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for
Release (in the form of Exhibit D-1 attached hereto) of a Servicing
Officer of
the Master Servicer certifying as to the receipt of the applicable
Purchase
Price(s) in the Certificate Account (in the case of any such
repurchase) or the
receipt of the applicable Substitution Shortfall Amount(s) in the
Certificate
Account and upon the delivery of the Mortgage File(s) and the
Servicing File(s)
for the related Qualified Substitute Mortgage Loan(s) to the
Custodian and the
Master Servicer, respectively (in the case of any such
substitution), (i) the
Trustee shall execute and deliver such endorsements and assignments
as are
provided to it, in each case without recourse, representation or
warranty, as
shall be necessary to vest in the applicable Mortgage Loan Seller
the legal and
beneficial ownership of each repurchased Mortgage Loan or
substituted Mortgage
Loan, as applicable, being released pursuant to this Section 2.03,
and (ii) the
Trustee, the Custodian, the Master Servicer, and the Special
Servicer shall each
tender to the applicable Mortgage Loan Seller, upon delivery to
each of them of
a receipt executed by the applicable Mortgage Loan Seller, all
portions of the
Mortgage File and other documents pertaining to each such Mortgage
Loan
possessed by it and the Master Servicer and the Special Servicer
shall release
to the applicable Mortgage Loan Seller any Escrow Payments and
Reserve Funds
held by it in respect of such repurchased or substituted Mortgage
Loan; provided
that such tender by the Trustee or the Custodian shall be
conditioned upon its
receipt from the Master Servicer or the Special Servicer of a
Request for
Release. Thereafter, the Trustee, the Custodian, the Master
Servicer and the
Special Servicer shall have no further responsibility with regard
to the related
repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as
applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer
shall, and
is hereby authorized and empowered by the Trustee to, prepare,
execute and
deliver in its own name, on behalf of the Certificateholders and
the Trustee or
any of them, the endorsements and assignments contemplated by this
Section 2.03,
and the Trustee shall execute any powers of attorney that are
prepared and
delivered to the Trustee by the Master Servicer and are necessary
to permit the
Master Servicer to do so. The Master Servicer shall indemnify the
Trustee for
any reasonable costs, fees, liabilities and expenses incurred by
the Trustee in
connection with the negligent or willful misuse by the Master
Servicer of such
powers of attorney. At the time a substitution is made, the related
Mortgage
Loan Purchase Agreement will provide that the Mortgage Loan Seller
shall deliver
the related Mortgage File to the Trustee and certify that the
substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.
(c) No substitution of a Qualified Substitute Mortgage Loan or
Loans
may be made in any calendar month after the Determination Date for
such month.
Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan
after the related date of substitution shall be part of REMIC I.
Periodic
Payments due with respect to any Qualified Substitute Mortgage Loan
on or prior
to the related date of substitution shall not be part of the Trust
Fund or REMIC
I and will (to the extent received by the Master Servicer) be
remitted by the
Master Servicer to the applicable Mortgage Loan Seller promptly
following
receipt.
(d) Each Mortgage Loan Purchase Agreement provides the sole
remedies
available to the Certificateholders, or the Trustee on behalf of
the
Certificateholders, respecting any Document Defect or Breach with
respect to the
Mortgage Loans purchased by the Depositor thereunder.
(e) The Trustee with the cooperation of the Special Servicer (in
the
case of Specially Serviced Mortgage Loans) shall, for the benefit
of the
Certificateholders, enforce the obligations of the Mortgage Loan
Sellers under
Section 3 of the applicable Mortgage Loan Purchase Agreement. The
Trustee shall
include in the immediately succeeding Distribution Date Statement a
notification
to the recipients of such Distribution Date Statement of any
repurchase or
substitution of a Mortgage Loan required pursuant to the terms of
the related
Mortgage Loan Purchase Agreement.
(f) Notwithstanding the foregoing, if there exists a Breach
relating
to whether or not the Mortgage Loan documents or any particular
Mortgage Loan
document requires the related Mortgagor to bear the costs and
expenses
associated with any particular action or matter under such Mortgage
Loan
document(s) with respect to matters described in Representations 23
and 43 of
the applicable Mortgage Loan Purchase Agreement, then the Master
Servicer shall
(and the Special Servicer may) direct the related Mortgage Loan
Seller in
writing to wire transfer to the Certificate Account, within 90 days
of such
Mortgage Loan Seller's receipt of such direction, the amount of any
such costs
and expenses borne by the Trust Fund that are the basis of such
Breach. Upon its
making such deposit, the related Mortgage Loan Seller shall be
deemed to have
cured such Breach in all respects. Provided such payment is made in
full, this
paragraph describes the sole remedy available to the
Certificateholders, the
Master Servicer, the Special Servicer, and the Trustee on their
behalf regarding
any such Breach and the related Mortgage Loan Seller shall not be
obligated to
repurchase the affected Mortgage Loan on account of such Breach or
otherwise
cure such Breach. Amounts deposited in the Certificate Account
pursuant to this
paragraph shall be used for the reimbursement or payment of costs
related to
such Breach.
(g) With respect to any Mortgage Loan which has become a
Defaulted
Mortgage Loan under this Agreement or with respect to which the
related
Mortgaged Property has been foreclosed and which is the subject of
a repurchase
claim under the related Mortgage Loan Purchase Agreement, the
Special Servicer,
with the consent of the Controlling Class Representative, shall
notify the
related Mortgage Loan Seller in writing of its intention to sell
such Defaulted
Mortgage Loan or REO Property at least 45 days prior to any such
action. The
related Mortgage Loan Seller shall have 10 Business Days to
determine whether or
not to consent to such sale. If the related Mortgage Loan Seller
consents to
such sale or a court of competent jurisdiction determines that the
related
Mortgage Loan Seller was liable under the related Mortgage Loan
Purchase
Agreement to repurchase such Defaulted Mortgage Loan or REO
Property then such
Mortgage Loan Seller shall be liable for the difference (if any)
between the
price of the Mortgage Loan or REO Property as sold and the price
which the
related Mortgage Loan Seller would have to pay if it repurchased
such Defaulted
Mortgage Loan or REO Property. If the related Mortgage Loan Seller
does not
consent to such sale, the Special Servicer shall contract with a
Determination
Party as to the merits of such sale. If the related Determination
Party
determines that such sale is in accordance with the Servicing
Standard and the
provisions of this Agreement with respect to the sale of Defaulted
Mortgage
Loans or REO Properties and subsequent to such a sale, a court of
competent
jurisdiction determines that related Mortgage Loan Seller was
liable under the
related Mortgage Loan Purchase Agreement and required to repurchase
such
Defaulted Mortgage Loan or REO Property in accordance with the
terms thereof,
then pursuant to the related Mortgage Loan Purchase Agreement, the
related
Mortgage Loan Seller shall remit to the Special Servicer an amount
equal to the
difference (if any) between the proceeds of the related action and
the price at
which the related Mortgage Loan Seller would have been obligated to
pay had the
related Mortgage Loan Seller repurchased such Defaulted Mortgage
Loan or REO
Property in accordance with the terms of the related Mortgage Loan
Purchase
Agreement, including the costs related to contracting with the
related
Determination Party. If the related Determination Party determines
that the sale
of the related Defaulted Mortgage Loan or REO Property is not in
accordance with
the Servicing Standard and the provision of this Agreement with
respect to the
sale of Defaulted Mortgage Loans or REO Properties and the Special
Servicer
subsequently sells such Mortgage Loan or REO Property, then the
related Mortgage
Loan Seller shall not be liable for any such difference (nor any
cost of
contracting with the Determination Party). In the event that (a)
the Special
Servicer ignores the determination of the Determination Party and
sells the
related Defaulted Mortgage Loan or REO Property and/or (b) a court
of competent
jurisdiction determines that the related Mortgage Loan Seller is
not obligated
to repurchase the related Defaulted Mortgage or REO Property, the
costs of
contracting with the Determination Party will constitute an
Additional Trust
Fund Expense. If the related Mortgage Loan Seller is required
pursuant to the
related Mortgage Loan Purchase Agreement to remit the amounts set
forth in this
Section 2.03(g), the Special Servicer shall designate the
Certificate Account as
the account to which such funds shall be wired.
Section 2.04. Representations and Warranties of Depositor.
(a) The Depositor hereby represents and warrants to the Trustee,
for
its own
benefit and the benefit of the Certificateholders, and to the
Master
Servicer, the Paying Agent and the Special Servicer, as of the
Closing
Date, that:
(i) The Depositor is a corporation duly organized, validly
existing
and in
good standing under the laws of the State of North Carolina;
(ii) The execution and delivery of this Agreement by the
Depositor,
and the
performance and compliance with the terms of this Agreement by
the
Depositor,
will not violate the Depositor's certificate of incorporation
or bylaws
or constitute a default (or an event which, with notice or
lapse
of time,
or both, would constitute a default) under, or result in the
breach of,
any material agreement or other instrument to which it is a
party or which is
applicable to it or any of its assets;
(iii) The Depositor has the full power and authority to enter
into
and
consummate all transactions contemplated by this Agreement, has
duly
authorized
the execution, delivery and performance of this Agreement, and
has duly
executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery
by each of the other parties hereto, constitutes a valid, legal
and
binding obligation of the Depositor, enforceable against the
Depositor
in
accordance with the terms hereof, subject to (A) applicable
bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally, and (B) general
principles of
equity,
regardless of whether such enforcement is considered in a
proceeding
in equity or at law;
(v) The Depositor is not in violation of, and its execution and
delivery
of this Agreement and its performance and compliance with the
terms of
this Agreement will not constitute a violation of, any law, any
order or
decree of any court or arbiter, or any order, regulation or
demand of
any federal, state or local governmental or regulatory
authority,
which violation, in the Depositor's good faith and reasonable
judgment,
is likely to affect materially and adversely either the ability
of the
Depositor to perform its obligations under this Agreement or
the
financial
condition of the Depositor;
(vi) The transfer of the Mortgage Loans to the Trustee as
contemplated herein requires no regulatory approval, other than any
such
approvals
as have been obtained, and is not subject to any bulk transfer
or similar
law in effect in any applicable jurisdiction;
(vii) No litigation is pending or, to the best of the
Depositor's
knowledge,
threatened against the Depositor that, if determined adversely
to the Depositor,
would prohibit the Depositor from entering into this
Agreement
or that, in the Depositor's good faith and reasonable judgment,
is likely
to materially and adversely affect either the ability of the
Depositor
to perform its obligations under this Agreement or the
financial
condition
of the Depositor;
(viii) Immediately prior to the transfer of the Mortgage Loans
to
the Trust
Fund pursuant to this Agreement, (A) the Depositor had good and
marketable
title to, and was the sole owner and holder of, each Mortgage
Loan; and
(B) the Depositor has full right and authority to sell, assign
and
transfer the Mortgage Loans and all servicing rights pertaining
thereto;
and
(ix) The Depositor is transferring the Mortgage Loans to the
Trust
Fund free
and clear of any liens, pledges, charges and security
interests.
(b) The representations and warranties of the Depositor set forth
in
Sections
2.04(a) and 8.17 shall survive the execution and delivery of
this
Agreement
and shall inure to the benefit of the Persons for whose benefit
they were
made for so long as the Trust Fund remains in existence. Upon
discovery
by any party hereto of any breach of any of the foregoing
representations and warranties, the party discovering such breach
shall
give
prompt written notice thereof to the other parties.
Section 2.05. Conveyance of Mortgage Loans; Acceptance of REMIC
I
and Additional Interest Grantor Trust by Trustee.
The Depositor, as of the Closing Date, and concurrently with
the
execution and delivery of this Agreement, does hereby assign
without recourse
all the right, title and interest of the Depositor in and to (a)
the Mortgage
Loans (other than any Additional Interest related thereto) and the
other
property comprising REMIC I to the Trustee for the benefit of the
Holders of the
Class R I Certificates (in respect of the residual interest in
REMIC I) and
REMIC II as the holder of the REMIC I Regular Interests and (b) the
Additional
Interest and the other property comprising the Additional Interest
Grantor Trust
to the Trustee for the benefit of the Holders of the Class Z
Certificates. The
Trustee acknowledges the assignment to it of the Mortgage Loans and
the other
property comprising REMIC I and the Additional Interest Grantor
Trust, and
declares that it holds and will hold the same in trust for the
exclusive use and
benefit of REMIC II as the holder of the REMIC I Regular Interests
and present
and future holders of the Certificates (other than the Class Z
Certificates)
and, as to the Additional Interest Grantor Trust, for the benefit
of the Holders
of the Class Z Certificates.
Section 2.06. Issuance of the REMIC I Regular Interests;
Execution,
Authentication and Delivery of Class R-I Certificates.
Concurrently with the assignment to the Trustee of the Mortgage
Loans (other than any Additional Interest related thereto) and in
exchange
therefor, the Trustee acknowledges the issuance of the REMIC I
Regular
Interests, to or upon the order of the Depositor and, pursuant to
the written
request of the Depositor executed by an officer of the Depositor,
has executed,
as the Certificate Registrar and the Authenticating Agent has
authenticated and
delivered to or upon the order of the Depositor, the Class R-I
Certificates.
Section 2.07. Conveyance of REMIC I Regular Interests; Acceptance
of
REMIC II by Trustee.
The Depositor, as of the Closing Date, and concurrently with
the
execution and delivery of this Agreement, does hereby assign
without recourse
all the right, title and interest of the Depositor in and to the
REMIC I Regular
Interests to the Trustee for the benefit of the respective Holders
of the REMIC
II Certificates. The Trustee acknowledges the assignment to it of
the REMIC I
Regular Interests and declares that it holds and will hold the same
in trust for
the exclusive use and benefit of all present and future Holders of
the REMIC II
Certificates.
Section 2.08. Execution, Authentication and Delivery of REMIC
II
Certificates.
Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, and pursuant to the
written request
of the Depositor, executed by an affiliate of the Depositor, the
Trustee, as
Certificate Registrar, has executed, and the Trustee, as
Authenticating Agent,
has authenticated and delivered to or upon the order of the
Depositor, the REMIC
II Certificates in authorized denominations evidencing the entire
beneficial
ownership of REMIC II. The rights of the holders of the respective
Classes of
REMIC II Certificates to receive distributions from the proceeds of
REMIC II in
respect of their REMIC II Certificates, and all ownership interests
evidenced or
constituted by the respective Classes of REMIC II Certificates in
such
distributions, shall be as set forth in this Agreement.
Section 2.09. Execution, Authentication and Delivery of Class Z
Certificates.
Concurrently with the assignment to the Trustee of the
Additional
Interest, and in exchange therefor, the Trustee, pursuant to the
written request
of the Depositor executed by an officer of the Depositor, has
executed, as
Certificate Registrar, authenticated, as Authenticating Agent and
delivered to
or upon the order of the Depositor, the Class Z Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01. Administration of the Mortgage Loans.
(a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans (other than the 2006-C28
Serviced
Mortgage Loan) and Companion Loans (other than the Non-Serviced
Companion Loans)
that each is obligated to service and administer pursuant to this
Agreement on
behalf of the Trustee, for the benefit of the Certificateholders
and in the case
of the Companion Loans, the related Companion Holder, in accordance
with any and
all applicable laws, the terms of this Agreement (and, with respect
to a Loan
Pair, the related Intercreditor Agreement), the terms of the
respective Mortgage
Loans, and, if applicable, the Companion Loans and, to the extent
consistent
with the foregoing, in accordance with the Servicing Standard. With
respect to
any Loan Pair, in the event of a conflict between this Agreement
and the related
Intercreditor Agreement, the Intercreditor Agreement will control;
provided that
in no event shall the Master Servicer or Special Servicer take any
action or
omit to take any action in accordance with the terms of any
Intercreditor
Agreement that would cause such servicer to violate the Servicing
Standard or
the REMIC Provisions. Without limiting the foregoing, and subject
to Section
3.21, (i) the Master Servicer shall service and administer all
Mortgage Loans
and the Companion Loans (other than the 2006-C28 Serviced Mortgage
Loan and its
related Companion Loan) that are not Specially Serviced Mortgage
Loans, and (ii)
the Special Servicer shall service and administer each Specially
Serviced
Mortgage Loan (other than the 2006-C28 Serviced Mortgage Loan and
its related
Companion Loan) and REO Property and shall render such services
with respect to
all Mortgage Loans, Companion Loans and REO Properties as are
specifically
provided for herein; provided that the Master Servicer shall
continue to receive
payments, make all calculations, and prepare, or cause to be
prepared, all
reports required hereunder with respect to the Specially Serviced
Mortgage
Loans, except for the reports specified herein as prepared by the
Special
Servicer, as if no Servicing Transfer Event had occurred and with
respect to the
REO Properties (and the related REO Loans) as if no REO Acquisition
had
occurred, and to render such incidental services with respect to
such Specially
Serviced Mortgage Loans and REO Properties as are specifically
provided for
herein; provided, further, however, the Master Servicer shall not
be liable for
its failure to comply with such duties insofar as such failure
results from a
failure by the Special Servicer to provide sufficient information
to the Master
Servicer to comply with such duties or failure by the Special
Servicer to
otherwise comply with its obligations hereunder; provided, further,
the Special
Servicer shall not be liable for its failure to comply with such
duties insofar
as such failure results from a failure by the Master Servicer to
provide
sufficient information to the extent required herein to the Special
Servicer to
comply with such duties or failure by the Master Servicer to
otherwise comply
with its obligations hereunder. All references herein to the
respective duties
of the Master Servicer and the Special Servicer, and to the areas
in which they
may exercise discretion, shall be subject to Section 3.21.
The parties hereto acknowledge that the 2006-C28 Serviced
Mortgage
Loan and its related Companion Loans are being serviced and
administered under
the 2006-C28 Pooling and Servicing Agreement. The Master Servicer,
the Special
Servicer, the Trustee and the Paying Agent shall have no obligation
or authority
(i) to service and administer the 2006-C28 Serviced Mortgage Loan
or its related
Companion Loans (except for the limited duties with respect to the
2006-C28
Serviced Mortgage Loan expressly provided herein), (ii) to
supervise the
2006-C28 Master Servicer, the 2006-C28 Special Servicer, the
2006-C28 Trustee or
the 2006-C28 Co-Trustee or (iii) to make Servicing Advances or
P&I Advances
(except to the limited extent described in Section 4.03 with
respect to P&I
Advances to be made by the Master Servicer or the Trustee on the
2006-C28
Serviced Mortgage Loan). In addition to any other obligations
expressly set
forth herein by specific reference to the 2006-C28 Serviced
Mortgage Loan, the
Master Servicer, the Special Servicer, the Trustee and the Paying
Agent shall
have the following obligations with respect to the 2006-C28
Serviced Mortgage
Loan, as the case may be:
(i) The Trustee and the Paying Agent shall have the obligations
described
under Section 2.02 with respect to the Mortgage File for the
2006-C28
Serviced Mortgage Loan;
(ii) Each of the Master Servicer, the Special Servicer and the
Trustee
shall have the obligations applicable to such party under
Section
2.03 with
respect to the 2006-C28 Serviced Mortgage Loan;
(iii) The Master Servicer shall have the obligations described
under
Sections
3.04 and 3.05 with respect to all amounts received from the
2006-C28
Master Servicer with respect to the 2006-C28 Serviced Mortgage
Loan;
(iv) The Trustee shall have the obligations described under
Section
3.10 with
respect to the Mortgage File for the 2006-C28 Serviced Mortgage
Loan;
(v) Upon receipt of information and reports on the 2006-C28
Serviced
Mortgage
Loan from the 2006-C28 Master Servicer, the Master Servicer
shall
include
such information in the reports and notices required under
Section
3.12;
(vi) The Master Servicer and the Paying Agent shall each have
the
obligations applicable to such party under Section 3.15 with
respect to
information and reports it has received regarding the 2006-C28
Serviced
Mortgage
Loan; and
(vii) The Master Servicer shall have the obligations described
under
Section
3.19(a) with respect to any Prepayment Interest Shortfall on
the
2006-C28
Serviced Mortgage Loan.
The obligation of the Master Servicer to provide information
and
collections to the Paying Agent and the Certificateholders with
respect to the
2006-C28 Serviced Mortgage Loan shall be dependent on its receipt
of the
corresponding information and collections from the 2006-C28 Master
Servicer or
the 2006-C28 Special Servicer. With respect to each of the Centro
Syndicate 2
Pool Loan and the Centro International Wholesale Pool Loan, in the
event that it
or any successor REO Loan is no longer part of the Mortgage Pool,
then (upon
request) the Master Servicer and the Special Servicer will continue
to service
and administer the related Loan Pair or any related REO Property,
as and to the
extent contemplated by the related intercreditor agreement, until a
replacement
servicing agreement is in place.
(b) Subject to Section 3.01(a) and Section 6.11, the Master
Servicer
and the Special Servicer each shall have full power and authority,
acting alone,
to do or cause to be done any and all things in connection with
such servicing
and administration which it may deem necessary or desirable.
Without limiting
the generality of the foregoing, each of the Master Servicer and
the Special
Servicer, in its own name, with respect to each of the Mortgage
Loans and
Companion Loans it is obligated to service hereunder, is hereby
authorized and
empowered by the Trustee and, pursuant to each Intercreditor
Agreement, the
Companion Holders to execute and deliver, on behalf of the
Certificateholders,
the Companion Holders and the Trustee or any of them, (i) any and
all financing
statements, continuation statements and other documents or
instruments necessary
to maintain the lien created by any Mortgage or other security
document in the
related Mortgage File on the related Mortgaged Property and related
collateral;
(ii) in accordance with the Servicing Standard and subject to
Section 3.20 and
Section 6.11, any and all modifications, waivers, amendments or
consents to or
with respect to any documents contained in the related Mortgage
File; (iii) any
and all instruments of satisfaction or cancellation, or of partial
or full
release, discharge, or assignment, and all other comparable
instruments; and
(iv) pledge agreements and other defeasance documents in connection
with a
defeasance contemplated pursuant to Section 3.20(h). Subject to
Section 3.10,
the Trustee shall, at the written request of the Master Servicer or
the Special
Servicer, promptly execute any limited powers of attorney and other
documents
furnished by the Master Servicer or the Special Servicer that are
necessary or
appropriate to enable them to carry out their servicing and
administrative
duties hereunder; provided, however, the Trustee shall not be held
liable for
any misuse of any such power of attorney by the Master Servicer or
the Special
Servicer; provided, further, the Master Servicer and the Special
Servicer shall
not, without the Trustee's written consent, (A) initiate any action
in the
Trustee's name without indicating the Master Servicer's or Special
Servicer's
representative capacity or (B) cause the Trustee to be registered
to do business
in any state.
(c) The relationship of each of the Master Servicer and the
Special
Servicer to the Trustee under this Agreement is intended by the
parties to be
that of an independent contractor and not that of a joint venture,
partner or
agent. Unless the same Person acts as both Master Servicer and
Special Servicer,
the Master Servicer shall not be responsible for the actions of or
failure to
act by the Special Servicer and the Special Servicer shall not be
responsible
for the actions of or the failure to act by the Master
Servicer.
(d) Notwithstanding anything herein to the contrary, in no
event
shall the Master Servicer make a Servicing Advance with respect to
any Companion
Loan to the extent the related Co-Lender Loan has been paid in full
or is no
longer included in the Trust Fund.
(e) Servicing and administration of each Companion Loan (other
than
the Non-Serviced Companion Loans) shall continue hereunder for so
long as the
corresponding Co-Lender Loan (other than the 2006-C28 Serviced
Mortgage Loan) or
any related REO Property is part of the Trust Fund or for such
longer period as
any amounts payable by the related Companion Holder to or for the
benefit of the
Trust Fund or any party hereto in accordance with the related
Intercreditor
Agreement remain due and owing; provided, however, if any Companion
Loan (other
than the Non-Serviced Companion Loans) is securitized, the Master
Servicer's
servicing obligations and duties with respect to the related
Companion Loan
shall be limited to those obligations and duties described in the
related
Intercreditor Agreement and this Agreement.
Section 3.02. Collection of Mortgage Loan Payments.
(a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard
to collect
all payments required under the terms and provisions of the
Mortgage Loans and
Companion Loans it is obligated to service hereunder and shall, to
the extent
such procedures shall be consistent with this Agreement, follow
such collection
procedures in accordance with the Servicing Standard; provided,
however, nothing
herein shall be construed as an express or implied guarantee by the
Master
Servicer or the Special Servicer of collectibility; provided,
further, with
respect to the Mortgage Loans that have Anticipated Repayment
Dates, so long as
the related Mortgagor is in compliance with each provision of the
related
Mortgage Loan documents, the Master Servicer and Special Servicer
(including the
Special Servicer in its capacity as a Certificateholder), shall not
take any
enforcement action with respect to the failure of the related
Mortgagor to make
any payment of Additional Interest or principal in excess of the
principal
component of the constant Periodic Payment, other than requests for
collection,
until the maturity date of the related Mortgage Loan; provided that
the Master
Servicer or Special Servicer, as the case may be, may take action
to enforce the
Trust Fund's right to apply excess cash flow to principal in
accordance with the
terms of the Mortgage Loan documents. Consistent with the foregoing
and subject
to Section 3.20, the Special Servicer, with regard to a Specially
Serviced
Mortgage Loan, or the Master Servicer, with regard to a Mortgage
Loan or
Companion Loan (other than the 2006-C28 Serviced Mortgage Loan or
the
Non-Serviced Companion Loans) that is not a Specially Serviced
Mortgage Loan,
may waive any Penalty Interest or late payment charge in connection
with any
payment on a Mortgage Loan or Companion Loan (other than the
2006-C28 Serviced
Mortgage Loan or the Non-Serviced Companion Loans).
(b) All amounts collected in respect of any Mortgage Loan or
Companion Loan (other than the Non-Serviced Companion Loans) in the
form of
payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation
Proceeds are of the nature described in clauses (i) through (iii)
of the
definition thereof) or Insurance Proceeds shall be applied to
either amounts due
and owing under the related Mortgage Note and Mortgage (including,
without
limitation, for princ
