EXHIBIT 4.1
MORGAN STANLEY CAPITAL I INC.,
as Depositor,
CAPMARK FINANCE INC.,
as General Master Servicer,
PRUDENTIAL ASSET RESOURCES, INC.
as Prudential Master Servicer,
ARCAP SERVICING INC.,
as Special Servicer,
WELLS FARGO BANK, N.A.,
as Trustee,
and
LASALLE BANK NATIONAL ASSOCIATION,
as Paying Agent and Certificate Registrar.
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-IQ12
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1
Definitions.................................................
Section 1.2
Calculations Respecting Mortgage Loans......................
Section 1.3
Calculations Respecting Accrued Interest....................
Section 1.4
Interpretation..............................................
Section 1.5 ARD
Loans...................................................
Section 1.6
Certain Matters with Respect to the Serviced Loan Groups....
ARTICLE II
DECLARATION OF TRUST;
ISSUANCES OF CERTIFICATES
Section 2.1
Conveyance of Mortgage Loans................................
Section 2.2
Acceptance by Trustee.......................................
Section 2.3
Repurchase of Mortgage Loans for Material Document
Defects and Material Breaches of Representations and
Warranties.................................................
Section 2.4
Representations and Warranties..............................
Section 2.5
Conveyance of Interests.....................................
ARTICLE III
THE CERTIFICATES
Section 3.1 The
Certificates............................................
Section 3.2
Registration................................................
Section 3.3
Transfer and Exchange of Certificates.......................
Section 3.4
Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 3.5
Persons Deemed Owners.......................................
Section 3.6
Access to List of Certificateholders' Names and Addresses...
Section 3.7
Book-Entry Certificates.....................................
Section 3.8
Notices to Clearing Agency..................................
Section 3.9
Definitive Certificates.....................................
ARTICLE IV
ADVANCES
Section 4.1
P&I Advances by the Master
Servicers........................
Section 4.2
Servicing Advances..........................................
Section 4.3
Advances by the Trustee.....................................
Section 4.4
Evidence of Nonrecoverability...............................
Section 4.5
Interest on Advances; Calculation of Outstanding Advances
with Respect to a Mortgage Loan............................
Section 4.6
Reimbursement of Advances and Advance Interest..............
ARTICLE V
ADMINISTRATION OF THE TRUST
Section 5.1
Collections.................................................
Section 5.2
Application of Funds in the Certificate Accounts and
Interest Reserve Accounts..................................
Section 5.3
Distribution Account, Excess Interest Sub-account, Class
A-MFL Floating Rate Account and Reserve Account............
Section 5.4
Paying Agent Reports........................................
Section 5.5
Paying Agent Tax Reports....................................
ARTICLE VI
DISTRIBUTIONS
Section 6.1
Distributions Generally.....................................
Section 6.2
REMIC I.....................................................
Section 6.3
REMIC II....................................................
Section 6.4
[Reserved]..................................................
Section 6.5
REMIC III...................................................
Section 6.6
Allocation of Realized Losses, Expense Losses and
Shortfalls Due to Nonrecoverability........................
Section 6.7 Net
Aggregate Prepayment Interest Shortfalls................
Section 6.8
Adjustment of Servicing Fees................................
Section 6.9
Appraisal Reductions........................................
Section 6.10
Compliance with Withholding Requirements....................
Section 6.11
Prepayment Premiums and Yield Maintenance Charges...........
Section 6.12 Other
Distributions.........................................
ARTICLE VII
CERTAIN MATTERS CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 7.1
Duties of the Trustee and the Paying Agent..................
Section 7.2
Certain Matters Affecting the Trustee and the Paying Agent..
Section 7.3 The
Trustee and the Paying Agent Not Liable for
Certificates or Interests or Mortgage Loans................
Section 7.4 The
Trustee and the Paying Agent May Own Certificates.......
Section 7.5
Eligibility Requirements for the Trustee and the Paying
Agent......................................................
Section 7.6
Resignation and Removal of the Trustee or the Paying Agent..
Section 7.7
Successor Trustee or Paying Agent...........................
Section 7.8
Merger or Consolidation of Trustee or Paying Agent..........
Section 7.9
Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian..................................................
Section 7.10
Authenticating Agents.......................................
Section 7.11
Indemnification of the Trustee and the Paying Agent.........
Section 7.12 Fees and
Expenses of Trustee and the Paying Agent...........
Section 7.13
Collection of Moneys........................................
Section 7.14 Trustee
to Act; Appointment of Successor....................
Section 7.15
Notification to Holders.....................................
Section 7.16
Representations and Warranties of the Trustee and the
Paying Agent...............................................
Section 7.17 Fidelity
Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee and the Paying Agent.............
Section 7.18
Appointment of a Fiscal Agent...............................
ARTICLE VIII
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 8.1
Servicing Standard; Servicing Duties........................
Section 8.2
Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by
the Master Servicers.........................
Section 8.3
Master Servicers' General Power and Duties..................
Section 8.4
Primary Servicing and Sub-Servicing.........................
Section 8.5
Servicers May Own Certificates..............................
Section 8.6
Maintenance of Hazard Insurance, Other Insurance and Taxes..
Section 8.7
Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause......................
Section 8.8
Trustee to Cooperate; Release of Trustee Mortgage Files.....
Section 8.9
Documents, Records and Funds in Possession of the Master
Servicers to Be Held for the Trustee for the Benefit of
the Certificateholders.....................................
Section 8.10 Servicing
Compensation......................................
Section 8.11 Master
Servicer Reports; Account Statements.................
Section 8.12
[Reserved]..................................................
Section 8.13
[Reserved]..................................................
Section 8.14 Operating
Statement Analysis Reports Regarding the
Mortgaged Properties.......................................
Section 8.15 Other
Available Information and Certain Rights of the
Master Servicer............................................
Section 8.16 Rule 144A
Information.......................................
Section 8.17
Inspections.................................................
Section 8.18
Modifications, Waivers, Amendments, Extensions and
Consents...................................................
Section 8.19 Specially
Serviced Mortgage Loans...........................
Section 8.20
Representations, Warranties and Covenants of the Master
Servicers..................................................
Section 8.21 Merger or
Consolidation.....................................
Section 8.22
Resignation of the Master Servicer..........................
Section 8.23
Assignment or Delegation of Duties by the Master Servicer...
Section 8.24
Limitation on Liability of the Master Servicers and Others..
Section 8.25
Indemnification; Third-Party Claims.........................
Section 8.26
[Reserved]..................................................
Section 8.27
Compliance with REMIC Provisions and Grantor Trust
Provisions.................................................
Section 8.28
Termination.................................................
Section 8.29 Procedure
Upon Termination..................................
Section 8.30
Notification to Certificateholders..........................
Section 8.31 Class
A-MFL Swap Contract...................................
ARTICLE IX
ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED
MORTGAGE LOANS BY THE SPECIAL SERVICER
Section 9.1
Duties of the Special Servicer..............................
Section 9.2
Fidelity Bond and Errors and Omissions Insurance Policy
of the Special Servicer....................................
Section 9.3
Sub-Servicers...............................................
Section 9.4
Special Servicer's General Powers and Duties................
Section 9.5
"Due-On-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage
Loans; Due-On-Encumbrance Clauses..........................
Section 9.6
Release of Mortgage Files...................................
Section 9.7
Documents, Records and Funds in Possession of the Special
Servicer to Be Held for the Trustee........................
Section 9.8
Representations, Warranties and Covenants of the Special
Servicer...................................................
Section 9.9
Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies...............................
Section 9.10
Presentment of Claims and Collection of Proceeds............
Section 9.11
Compensation to the Special Servicer........................
Section 9.12
Realization Upon Defaulted Mortgage Loans...................
Section 9.13
Foreclosure.................................................
Section 9.14 Operation
of REO Property...................................
Section 9.15 Sale of
REO Property........................................
Section 9.16
Realization on Collateral Security..........................
Section 9.17
[Reserved]..................................................
Section 9.18
[Reserved]..................................................
Section 9.19
[Reserved]..................................................
Section 9.20 Merger or
Consolidation.....................................
Section 9.21
Resignation of the Special Servicer.........................
Section 9.22
Assignment or Delegation of Duties by the Special Servicer..
Section 9.23
Limitation on Liability of the Special Servicer and Others..
Section 9.24
Indemnification; Third-Party Claims.........................
Section 9.25
[Reserved]..................................................
Section 9.26 Special
Servicer May Own Certificates.......................
Section 9.27 Tax
Reporting...............................................
Section 9.28
Application of Funds Received...............................
Section 9.29
Compliance with REMIC Provisions and Grantor Trust
Provisions.................................................
Section 9.30
Termination.................................................
Section 9.31 Procedure
Upon Termination..................................
Section 9.32 Certain
Special Servicer Reports............................
Section 9.33 Special
Servicer to Cooperate with the Master Servicers
and Paying Agent...........................................
Section 9.34
[Reserved]..................................................
Section 9.35
[Reserved]..................................................
Section 9.36 Sale of
Defaulted Mortgage Loans............................
Section 9.37 Operating
Adviser; Elections................................
Section 9.38
Limitation on Liability of Operating Adviser................
Section 9.39 Rights of
Operating Adviser.................................
Section 9.40 Rights of
the Holders of the Serviced Companion Loans.......
ARTICLE X
PURCHASE AND TERMINATION OF THE TRUST
Section 10.1
Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans.........................................
Section 10.2 Procedure
Upon Termination of Trust.........................
Section 10.3
Additional REMIC Termination Requirements...................
ARTICLE XI
RIGHTS OF CERTIFICATEHOLDERS
Section 11.1
Limitation on Rights of Holders.............................
Section 11.2 Access to
List of Holders...................................
Section 11.3 Acts of
Holders of Certificates.............................
ARTICLE XII
REMIC AND GRANTOR TRUST ADMINISTRATION
Section 12.1 REMIC
Administration........................................
Section 12.2
Prohibited Transactions and Activities......................
Section 12.3
Modifications of Mortgage Loans.............................
Section 12.4 Liability
with Respect to Certain Taxes and Loss of REMIC
Status.....................................................
Section 12.5 Grantor
Trust Administration................................
ARTICLE XIII
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 13.1 Intent of
the Parties; Reasonableness.......................
Section 13.2 Certain
Information to be Provided by the Master
Servicers, the Special Servicer, any Primary Servicer
and the Trustee............................................
Section 13.3 Filing
Obligations..........................................
Section 13.4 Form 10-D
Filings...........................................
Section 13.5 Form 10-K
Filings...........................................
Section 13.6
Sarbanes-Oxley Certification................................
Section 13.7 Form 8-K
Filings............................................
Section 13.8 Form 15
Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports.........................
Section 13.9 Annual
Compliance Statements................................
Section 13.10 Annual Reports on Assessment of Compliance with
Servicing
Criteria...................................................
Section 13.11 Annual Independent Public Accountants' Servicing
Report.....
Section 13.12 Exchange Act Reporting and Regulation AB
Compliance
Indemnification............................................
Section 13.13
Amendments..................................................
Section 13.14 Exchange Act Report Signatures; Article XIII
Notices........
Section 13.15 Termination of the Paying Agent and
Sub-Servicers...........
ARTICLE XIV
[RESERVED]
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1 Binding
Nature of Agreement.................................
Section 15.2 Entire
Agreement............................................
Section 15.3
Amendment...................................................
Section 15.4 GOVERNING
LAW...............................................
Section 15.5
Notices.....................................................
Section 15.6
Severability of Provisions..................................
Section 15.7
Indulgences; No Waivers.....................................
Section 15.8 Headings
Not to Affect Interpretation.......................
Section 15.9 Benefits
of Agreement.......................................
Section 15.10 Special Notices to the Rating
Agencies......................
Section 15.11
Counterparts................................................
Section 15.12 Intention of
Parties........................................
Section 15.13 Recordation of
Agreement....................................
Section 15.14 Rating Agency Monitoring
Fees...............................
Section 15.15 Communications with
Mortgagors..............................
EXHIBITS AND SCHEDULES
EXHIBIT A-1
Form
of Class A-1 Certificate
EXHIBIT A-2
Form of Class A-1A Certificate
EXHIBIT A-3
Form of Class A-2 Certificate
EXHIBIT A-4
Form of Class A-NM Certificate
EXHIBIT A-5
Form of Class A-3 Certificate
EXHIBIT A-6
Form of Class A-AB Certificate
EXHIBIT A-7
Form of Class A-4 Certificate
EXHIBIT A-8
Form of Class A-M Certificate
EXHIBIT A-9
Form of Class A-MFL Certificate
EXHIBIT A-10
Form of Class A-J Certificate
EXHIBIT A-11
Form of Class B Certificate
EXHIBIT A-12
Form of Class C Certificate
EXHIBIT A-13
Form of Class D Certificate
EXHIBIT A-14
Form of Class E Certificate
EXHIBIT A-15
Form of Class F Certificate
EXHIBIT A-16
Form of Class G Certificate
EXHIBIT A-17
Form of Class H Certificate
EXHIBIT A-18
Form of Class J Certificate
EXHIBIT A-19
Form of Class K Certificate
EXHIBIT A-20
Form of Class L Certificate
EXHIBIT A-21
Form of Class M Certificate
EXHIBIT A-22
Form of Class N Certificate
EXHIBIT A-23
Form of Class O Certificate
EXHIBIT A-24
Form of Class P Certificate
EXHIBIT A-25
Form of Class EI Certificate
EXHIBIT A-26
Form of Class R-I Certificate
EXHIBIT A-27
Form of Class R-II Certificate
EXHIBIT A-28
Form of Class R-III Certificate
EXHIBIT A-29
Form of Class X-1 Certificate
EXHIBIT A-30
Form of Class X-2 Certificate
EXHIBIT A-31
Form of Class X-W Certificate
EXHIBIT B-1
Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2
Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C
Form of Request for Release
EXHIBIT D-1
Form of Transferor Certificate for Transfers to
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-2A
Form I of Transferee Certificate for Transfers of
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-2B
Form II of Transferee Certificate for Transfers of
Definitive Privately Offered Certificates (Section
3.3(c))
EXHIBIT D-3A
Form I of Transferee Certificate for Transfers of
Interests in Book-Entry Privately Offered Certificates
(Section
3.3(c))
EXHIBIT D-3B
Form II of Transferee Certificate for Transfers of
Interests in Book-Entry Privately Offered Certificates
(Section 3.3(c))
EXHIBIT E-1
Form of Transfer Affidavit and Agreement for Transfers
of REMIC Residual Certificates (Section 3.3(e))
EXHIBIT E-2
Form of Transferor Certificate for Transfers of REMIC
Residual Certificates (Section 3.3(e))
EXHIBIT F
Form of Transferor Certificate for Transfers of
Regulation S Certificates
EXHIBIT G
[Reserved]
EXHIBIT H
Form of Exchange Certification
EXHIBIT I
Form of EUROCLEAR or Clearstream Certificate (Section
3.7(d))
EXHIBIT J
List of Loans to Which Excess Servicing Fees Are Paid
EXHIBIT K-1
Form of Mortgage Loan Purchase Agreement I (LaSalle
Seller)
EXHIBIT K-2
Form of Mortgage Loan Purchase Agreement II (MSMC)
EXHIBIT K-3
Form of Mortgage Loan Purchase Agreement III (SunTrust)
EXHIBIT K-4
Form of Mortgage Loan Purchase Agreement IV (Prudential)
EXHIBIT K-5
Form of Mortgage Loan Purchase Agreement V (MM)
EXHIBIT L
[Reserved]
EXHIBIT M
Form of Monthly Certificateholders Report (Section
5.4(a))
EXHIBIT N
[Reserved]
EXHIBIT O
[Reserved]
EXHIBIT P
[Reserved]
EXHIBIT Q
[Reserved]
EXHIBIT R
[Reserved]
EXHIBIT S-1A
Form of Power of Attorney to General Master Servicer
(Section 8.3(c))
EXHIBIT S-1B
Form of Power of Attorney to Prudential Master Servicer
(Section 8.3(c))
EXHIBIT S-2A
Form of Power of Attorney to Special Servicer (Section
9.4(a))
EXHIBIT S-2B
[Reserved]
EXHIBIT T
[Reserved]
EXHIBIT U
[Reserved]
EXHIBIT V
[Reserved]
EXHIBIT W
[Reserved]
EXHIBIT X
[Reserved]
EXHIBIT Y
Investor Certification (Section 5.4(a))
EXHIBIT Z
Form of Notice and Certification regarding Defeasance of
Mortgage Loan (Section 8.3(h))
EXHIBIT AA
Additional Disclosure Notification
EXHIBIT BB-1
Form of Sarbanes-Oxley Certification (Section 13.6)
EXHIBIT BB-2
Form of Master Servicer Performance Certification
(Section 13.6)
EXHIBIT BB-3
Form of Special Servicer Performance Certification
(Section 13.6)
EXHIBIT BB-4
Form of Trustee Performance Certification (Section 13.6)
EXHIBIT BB-5
Form of Reporting Sub-Servicer Performance Certification
(Section 13.6)
EXHIBIT CC
ARCap Naming Convention
SCHEDULE I
LaSalle Seller Loan Schedule
SCHEDULE II
MSMC Loan Schedule
SCHEDULE III
SunTrust Loan Schedule
SCHEDULE IV
Prudential Loan Schedule
SCHEDULE V
MM Loan Schedule
SCHEDULE VI
[Reserved]
SCHEDULE VII
List of Escrow Accounts Not Currently Eligible Accounts
(Section 8.3(e))
SCHEDULE VIII
Certain Escrow Accounts for Which a Report Under Section
5.1(g) is Required
SCHEDULE IX
List of Mortgagors that are Third-Party Beneficiaries
Under Section 2.3(a)
SCHEDULE X
[Reserved]
SCHEDULE XI
Earn-Out Reserves
SCHEDULE XII
List of Mortgage Loans for which a Scheduled Payment is
Due After the End of a Collection Period
SCHEDULE XIII
List of Mortgage Loans that Permit Voluntary Principal
Prepayment Without Payment of a Full Month's Interest
SCHEDULE XIV
Rates Used in Determination of Class X Pass-Through
Rates ("Class X-1 Strip Rate," "Class X-2 Strip Rate"
and "Class X-W Strip Rate")
SCHEDULE XV
[Reserved]
SCHEDULE XVI
Relevant Servicing Criteria
SCHEDULE XVII
Additional Form 10-D Disclosure
SCHEDULE XVIII
Additional Form 10-K Disclosure
SCHEDULE XIX
Form 8-K Disclosure Information
SCHEDULE XX
Seller Sub-Servicers
<PAGE>
THIS POOLING AND SERVICING AGREEMENT is dated as of December 1,
2006
(this "Agreement") among MORGAN STANLEY CAPITAL I INC., a Delaware
corporation,
as depositor (the "Depositor"), CAPMARK FINANCE INC., formerly
known as GMAC
COMMERCIAL MORTGAGE CORPORATION, as a master servicer (the "General
Master
Servicer"), PRUDENTIAL ASSET RESOURCES, INC., as a master servicer
(the
"Prudential Master Servicer"), ARCAP SERVICING INC., as the special
servicer
(the "Special Servicer"), WELLS FARGO BANK, N.A., as trustee of the
Trust (the
"Trustee"), and LASALLE BANK NATIONAL ASSOCIATION, as paying agent
and as
certificate registrar ("Paying Agent" and "Certificate
Registrar").
PRELIMINARY STATEMENT
On the Closing Date, the Depositor will acquire the Mortgage
Loans
from LaSalle Bank National Association, as seller ("LaSalle
Seller"), Morgan
Stanley Mortgage Capital Inc., as seller ("MSMC"), SunTrust Bank,
as seller
("SunTrust"), Prudential Mortgage Capital Funding, LLC, as
seller
("Prudential"), and Massachusetts Mutual Life Insurance Company, as
seller
("MM"), and will be the owner of the Mortgage Loans and the other
property being
conveyed by it to the Trustee for inclusion in the Trust which is
hereby
created. On the Closing Date, the Depositor will acquire (i) the
REMIC I Regular
Interests and the Class R-I Certificates as consideration for its
transfer to
the Trust of the Mortgage Loans (other than any Excess Interest
payable thereon)
and the other property constituting REMIC I; (ii) the REMIC II
Regular Interests
and the Class R-II Certificates as consideration for its transfer
of the REMIC I
Regular Interests to the Trust; (iii) the REMIC III Certificates
and the Class
A-MFL Regular Interest as consideration for its transfer of the
REMIC II Regular
Interests to the Trust; (iv) the Class A-MFL Certificates as
consideration for
its transfer of the Class A-MFL Regular Interest and the Class
A-MFL Swap
Contract to the Trust; and (v) the Class EI Certificates as
consideration for
its transfer of the Excess Interest to the Trust. The Depositor has
duly
authorized the execution and delivery of this Agreement to provide
for the
foregoing and the issuance of (A) the REMIC I Regular Interests and
the Class
R-I Certificates representing in the aggregate the entire
beneficial ownership
of REMIC I, (B) the REMIC II Regular Interests and the Class R-II
Certificates
representing in the aggregate the entire beneficial ownership of
REMIC II, (C)
the REMIC III Certificates and the Class A-MFL Regular Interest
representing in
the aggregate the entire beneficial ownership of REMIC III, (D) the
Class A-MFL
Certificates representing in the aggregate the entire beneficial
ownership of
the Class A-MFL Grantor Trust and (E) the Class EI Certificates
representing in
the aggregate the entire beneficial ownership of the Class EI
Grantor Trust.
Excess Interest received on the Mortgage Loans shall be held in
the
Class EI Grantor Trust for the benefit of the Class EI
Certificates. The Class
A-MFL Regular Interest, the Class A-MFL Swap Contract, the Class
A-MFL Floating
Rate Account and the Master Servicer's Class A-MFL Floating Rate
Account shall
be held in the Class A-MFL Grantor Trust for the benefit of the
Class A-MFL
Certificates. All covenants and agreements made by the Depositor
and the Trustee
herein with respect to the Mortgage Loans and the other property
constituting
the Trust are for the benefit of the Holders of the REMIC I Regular
Interests,
the REMIC II Regular Interests, the REMIC Regular Certificates, the
Class A-MFL
Certificates, the Class A-MFL Regular Interest, the Swap
Counterparty, the Class
EI Certificates and the Residual Certificates. The parties hereto
are entering
into this Agreement, and the Trustee is accepting the trusts
created hereby, for
good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged.
The Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3,
Class
A-AB, Class A-4, Class A-M, Class A-MFL, Class A-J, Class B, Class
C and Class D
Certificates will be offered for sale pursuant to the prospectus
(the
"Prospectus") dated December 6, 2006, as supplemented by the free
writing
prospectus dated December 6, 2006 (together with the Prospectus,
the
"Preliminary Prospectus Supplement"), and as further supplemented
by the final
prospectus supplement dated December 14, 2006 (together with the
Prospectus, the
"Final Prospectus Supplement") and the Class X, 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
S and Class EI Certificates will be offered for sale pursuant to a
Private
Placement Memorandum dated December 14, 2006.
REMIC I
Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each
Corresponding REMIC I
Regular Interest will have a pass-through rate equal to the REMIC I
Net Mortgage
Rate of the related Mortgage Loan, an initial principal amount (the
initial
"Certificate Balance") equal to the Scheduled Principal Balance as
of the
Cut-Off Date (as herein defined) of the Mortgage Loan to which the
Corresponding
REMIC I Regular Interest relates, and a latest possible maturity
date set to the
Final Rated Distribution Date (as defined herein). Excess Interest
shall not be
included as an asset of REMIC I. The Class R-I Certificates will be
designated
as the sole Class of residual interests in REMIC I and will have no
Certificate
Balance and no Pass-Through Rate, but will be entitled to receive
the proceeds
of any assets remaining in REMIC I after all Classes of REMIC I
Regular
Interests have been paid in full.
REMIC II
The REMIC II Regular Interests have the pass-through rates and
Certificate Balances or Notional Amount set forth in the definition
thereof. The
Class R-II Certificates will be designated as the sole Class of
residual
interests in REMIC II and will have no Certificate Balance and no
Pass-Through
Rate, but will be entitled to receive the proceeds of any assets
remaining in
REMIC II after all Classes of REMIC II Regular Interests have been
paid in full.
The following table sets forth the Class or Component
designation,
the corresponding REMIC II Regular Interest (the "Corresponding
REMIC II Regular
Interest"), the Corresponding Components of the Class X-1, Class
X-2 or Class
X-W Certificates (the "Corresponding Components") and the Original
Class REMIC
II Certificate Balance or Notional Balance for each Class of
Principal Balance
Certificates or the Class A-MFL Regular Interest (the
"Corresponding
Certificates").
Original
Corresponding
Original
REMIC II Components
of
Class Certificate Corresponding Certificate Class X-1,
Balance or
REMIC II Balance or
Class X-2
or
Corresponding
Notional
Regular
Notional
X-W
Certificates
Balance
Interests(1) Balance
Certificates(1)
------------
----------------
------------ -------
---------------
Class A-1
$55,400,000
A-1-1
$6,792,000
A-1-1
A-1-2
$48,608,000
A-1-2
Class A-1A
$530,349,000
A-1A-1
$3,628,000
A-1A-1
A-1A-2
$22,934,000
A-1A-2
A-1A-3
$23,876,000
A-1A-3
A-1A-4
$29,009,000
A-1A-4
A-1A-5
$57,485,000
A-1A-5
A-1A-6
$19,430,000
A-1A-6
A-1A-7
$33,135,000
A-1A-7
A-1A-8
$340,852,000
A-1A-8
Class A-2
$70,200,000
A-2-1
$37,577,000
A-2-1
A-2-2
$32,623,000
A-2-2
Class A-NM
$225,000,000
A-NM
$225,000,000 A-NM
Class A-3
$44,500,000
A-3-1
$20,140,000
A-3-1
A-3-2
$24,360,000
A-3-2
Class A-AB
$88,200,000
A-AB-1
$64,519,000
A-AB-1
A-AB-2
$23,681,000
A-AB-2
Class A-4
$897,566,000
A-4-1
$108,711,000 A-4-1
A-4-2
$100,559,000 A-4-2
A-4-3
$99,580,000
A-4-3
A-4-4
$588,716,000 A-4-4
Class A-M
$173,031,000 A-M
$173,031,000 A-M
Class A-MFL
$100,000,000(2) A-MFL
$100,000,000 A-MFL
Class A-J
$242,314,000 A-J
$242,314,000 A-J
Class B
$17,065,000 B
$17,065,000
B
Class C
$44,367,000 C-1
$29,798,000
C-1
C-2
$14,569,000
C-2
Class D
$27,303,000 D-1
$22,584,000
D-1
D-2
$4,719,000
D-2
Class E
$13,652,000 E
$6,826,000 E
Class F
$23,890,000 F-1
$21,997,000
F-1
F-2
$1,893,000
F-2
Class G
$23,890,000 G-1
$2,913,000
G-1
G-2
$20,977,000
G-2
Class H
$27,303,000 H
$13,651,000
H
Class J
$27,303,000 J-1
$7,485,000
J-1
J-2
$19,818,000
J-2
Class K
$34,129,000 K
$17,064,500
K
Class L
$3,413,000
L
$1,706,500 L
Class M
$6,826,000
M
$3,413,000 M
Class N
$13,651,000 N-1
$11,647,000
N-1
N-2
$2,004,000
N-2
Class O
$3,413,000
O
$3,413,000 O
Class P
$6,826,000
P
$6,826,000 P
Class Q
$10,239,000 Q
$10,239,000
Q
Class S
$20,477,529 S
$20,477,529
S
--------------------------
(1) The REMIC II
Regular Interests and the Components of the Class X-1 and
Class X-2
Certificates that correspond to any particular Class of
Principal
Balance Certificates or the Class A-MFL Regular Interest also
correspond
to each other and, accordingly, constitute the "Corresponding
REMIC II
Regular Interests" and the "Corresponding Components,"
respectively, with respect to each other. The Component Notional
Amount
for such
Corresponding Component of a Class X-1, Class X-2 or Class X-W
Certificate shall at all times equal 50% of the then Certificate
Balance
of the
Corresponding REMIC II Regular Interest.
(2) The REMIC II
Regular Interest A-MFL corresponds to the Class A-MFL Regular
Interest,
having an initial Certificate Balance of $100,000,000.
REMIC III
The following sets forth the Class designation, Pass-Through
Rate,
initial Aggregate Certificate Balance (or initial Notional Amount)
and Final
Scheduled Distribution Date for each Class of REMIC III
Certificates (or, in the
case of the Class A-MFL Certificates, the Class A-MFL Regular
Interest
represented thereby) comprising the interests in REMIC III created
hereunder.
Approximate Initial
Aggregate
REMIC Regular
Initial
Certificate
Final Scheduled
Certificate
Pass-Through
Balance
Distribution
Designation
Rate(a) or
Notional Amount
Date(b)
-------------
------------
------------------ ---------------
Class A-1
5.257%
$55,400,000 October
15, 2011
Class A-1A
5.319%
$530,349,000 December
15, 2016
Class A-2
5.283%
$70,200,000 October
15, 2011
Class A-NM
5.310%
$225,000,000 November
15, 2011
Class A-3
5.374%
$44,500,000 November
15, 2013
Class A-AB
5.325%
$88,200,000 February
15, 2016
Class A-4
5.332%
$897,566,000 November
15, 2016
Class A-M
5.370%
$173,031,000 December
15, 2016
Class A-MFL(d)
5.530%
$100,000,000 December
15, 2016
Class A-J
5.399%
$242,314,000 December
15, 2016
Class X-1
N/A
$1,365,153,764 December 15,
2016
Class X-2
N/A
$1,339,466,000 December 15,
2016
Class X-W
N/A
$1,365,153,764 December 15,
2016
Class B
5.468%
$17,065,000 December
15, 2016
Class C
5.488%
$44,367,000 December
15, 2016
Class D
5.528%
$27,303,000 December
15, 2016
Class E
5.538%
$13,652,000 December
15, 2016
Class F
5.557%
$23,890,000 December
15, 2016
Class G
5.597%
$23,890,000 December
15, 2016
Class H
5.765%
$27,303,000 December
15, 2016
Class J
5.792%
$27,303,000 December
15, 2016
Class K
5.887%
$34,129,000 December
15, 2016
Class L
5.091%
$3,413,000
December 15, 2016
Class M
5.091%
$6,826,000
December 15, 2016
Class N
5.091%
$13,651,000 December
15, 2016
Class O
5.091%
$3,413,000
December 15, 2016
Class P
5.091%
$6,826,000
December 15, 2016
Class Q
5.091%
$10,239,000 December
15, 2016
Class S
5.091%
$20,477,529 January
15, 2022
Class R-III(c)
N/A
N/A
N/A
--------------------------
(a) On each
Distribution Date after the initial Distribution Date, the
Pass-Through Rate for each Class of Certificates will be determined
as
described
herein under the definition of "Pass-Through Rate."
(b) The Final
Scheduled Distribution Date for each Class of Certificates
assigned a
rating is the Distribution Date on which such Class is expected
to be paid
in full, assuming that timely payments (and no prepayments)
will be
made on the Mortgage Loans in accordance with their terms
(except
that each
ARD Loan will be prepaid in full on its Anticipated Repayment
Date) in
the case of the REMIC Regular Certificates and the Class A-MFL
Regular
Interest.
(c) The Class
R-III Certificates will be entitled to receive the proceeds of
any
remaining assets in REMIC III after the principal amounts of all
REMIC
Regular
Certificates and the Class A-MFL Regular Interest have been
reduced to
zero and any Realized Losses previously allocated thereto (and
any
interest thereon) have been reimbursed.
(d) The Class
A-MFL Certificates are not regular interests in a REMIC but
represent
ownership of the beneficial interests in the Class A-MFL
Grantor
Trust,
which is comprised of (i) the Class A-MFL Regular Interest
(bearing
a fixed
rate of interest at 5.530% per annum) and the Class A-MFL Swap
Contract
and all payments under the Class A-MFL Regular Interest and the
Class
A-MFL Swap Contract, (ii) all funds and assets on deposit from
time
to time in
the Class A-MFL Floating Rate Account and (iii) proceeds of all
of the
foregoing. The parties intend that the portion of the Trust
representing the
Class A-MFL Grantor Trust shall be treated as a grantor
trust
under subpart E of Part 1 of subchapter J of Chapter 1 of Subtitle
A
of the
Code.
Class EI Grantor Trust
Each Class EI Certificate will be entitled to Excess Interest
(neither of which will be a part of any REMIC Pool). The parties
intend that (i)
the portions of the Trust representing the Excess Interest and the
Excess
Interest Sub-account shall be treated as a grantor trust under
subpart E of Part
1 of subchapter J of Chapter 1 of Subtitle A of the Code and (ii)
the Class EI
Certificates shall represent pro rata undivided beneficial
interests in the
portion of the Trust consisting of the entitlement to receive
Excess Interest
(collectively, the "Class EI Grantor Trust").
Class A-MFL Grantor Trust
The parties intend that (i) the portions of the Trust consisting
of
the segregated pool of assets consisting of the Class A-MFL Regular
Interest,
the Class A-MFL Swap Contract, the Class A-MFL Floating Rate
Account and the
Master Servicer's Class A-MFL Floating Rate Account (such portion
of the Trust,
the "Class A-MFL Grantor Trust") will be treated as a separate
grantor trust
under subpart E of Part 1 of subchapter J of Chapter 1 of Subtitle
A of the Code
and (ii) the Class A-MFL Certificates shall represent pro rata
undivided
beneficial interests in the Class A-MFL Grantor Trust.
As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $2,730,307,529.23.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election for the segregated pool
of assets
described in the first paragraph of Section 12.1(a) hereof
(including the
Mortgage Loans (other than the Excess Interest payable with respect
to such
Mortgage Loans)) to be treated for federal income tax purposes as a
real estate
mortgage investment conduit ("REMIC I"). The REMIC I Regular
Interests will be
designated as the "regular interests" in REMIC I and the Class R-I
Certificates
will be designated as the sole Class of "residual interests" in
REMIC I for
purposes of the REMIC Provisions.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election for the segregated pool
of assets
described in the second paragraph of Section 12.1(a) hereof
consisting of the
REMIC I Regular Interests to be treated for federal income tax
purposes as a
real estate mortgage investment conduit ("REMIC II"). The REMIC II
Regular
Interests will be designated as the "regular interests" in REMIC II
and the
Class R-II Certificates will be designated as the sole Class of
"residual
interests" in REMIC II for purposes of the REMIC Provisions.
As provided herein, with respect to the Trust, the Paying Agent
on
behalf of the Trustee will make an election for the segregated pool
of assets
described in the third paragraph of Section 12.1(a) hereof
consisting of the
REMIC II Regular Interests to be treated for federal income tax
purposes as a
real estate mortgage investment conduit ("REMIC III"). The REMIC
Regular
Certificates and the Class A-MFL Regular Interest will be
designated as the
"regular interests" in REMIC III and the Class R-III Certificates
(together with
the REMIC Regular Certificates, the "REMIC III Certificates") will
be designated
as the sole Class of "residual interests" in REMIC III for purposes
of the REMIC
Provisions.
ARTICLE I
DEFINITIONS
Section 1.1. Definitions
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
"Accountant" means a Person engaged in the practice of
accounting
who is Independent.
"Accrued Certificate Interest" means, with respect to each
Distribution Date and any Class of Interests or Principal Balance
Certificates,
interest accrued during the Interest Accrual Period relating to
such
Distribution Date on the Aggregate Certificate Balance of such
Class or Interest
as of the close of business on the immediately preceding
Distribution Date at
the respective rates per annum set forth in the definition of the
applicable
Pass-Through Rate for each such Class. Accrued Certificate Interest
on the Class
X-1, Class X-2 and Class X-W Certificates for each Distribution
Date will equal
the Accrued Component Interest for the related Interest Accrual
Period for all
of the Components for such Distribution Date.
"Accrued Component Interest" With respect to each Component of
the
Class X-1, Class X-2 and Class X-W Certificates for any
Distribution Date, one
month's interest at the Class X-1 Strip Rate, Class X-2 Strip Rate
or Class X-W
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" means the date upon which, under the Code (and
in
particular the REMIC Provisions and Section 856(e) of the Code),
the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an
interest
therein, in the case of each Mortgaged Property securing any Loan
Group).
"Additional Disclosure Notification" means the form of
notification
to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K
Disclosure or Form 8-K Disclosure Notification, which is attached
hereto as
Exhibit AA.
"Additional Form 10-D Disclosure" has the meaning set forth in
Section 13.4.
"Additional Form 10-K Disclosure" has the meaning set forth in
Section 13.5.
"Additional Servicer" means each Affiliate of the Master
Servicers,
MSMC, the LaSalle Seller, Prudential, the Trustee, the Paying Agent
or the
Depositor that Services any of the Mortgage Loans and each Person,
other than
the Special Servicer, who is not an Affiliate of the Master
Servicers, MSMC, the
LaSalle Seller, Prudential, the Trustee, the Paying Agent or the
Depositor, and
who Services 10% or more of the Mortgage Loans (based on their
Principal
Balance). For clarification purposes, the Paying Agent is an
Additional
Servicer.
"Additional Trust Expense" means any of the following items:
(i)
Special Servicing Fees, Work-Out Fees and Liquidation Fees, (ii)
Advance
Interest that cannot be paid from Late Fees and default interest in
accordance
with Section 4.6(c); (iii) amounts paid to indemnify the Master
Servicers, the
Special Servicer, any Primary Servicer, the Certificate Registrar,
the Trustee,
the Paying Agent (or any other Person) pursuant to the terms of
this Agreement;
(iv) to the extent not otherwise paid, any federal, state, or local
taxes
imposed on the Trust or its assets and paid from amounts on deposit
in the
Certificate Accounts or Distribution Account, (v) the amount of any
Advance plus
interest due thereon and Unliquidated Advances that are not
recovered from the
proceeds of a Mortgage Loan or Loan Group upon a Final Recovery
Determination
and (vi) to the extent not included in the calculation of a
Realized Loss and
not covered by indemnification by one of the parties hereto or
otherwise, any
other unanticipated cost, liability, or expense (or portion
thereof) of the
Trust (including costs of collecting such amounts or other
Additional Trust
Expenses) which the Trust has not recovered, and in the judgment of
the Master
Servicer (or the Special Servicer, in the case of a Specially
Serviced Mortgage
Loan) will not, recover from the related Mortgagor or Mortgaged
Property or
otherwise, including a Modification Loss described in clause (ii)
of the
definition thereof; provided, however, that in the case of each
Whole Loan,
"Additional Trust Expense" shall not include any of the foregoing
amounts that
have been recovered from the related Mortgagor or Mortgaged
Property.
Notwithstanding anything in this Agreement to the contrary,
"Additional Trust
Expenses" shall not include allocable overhead of a Master
Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate
Registrar such as
costs for office space, office equipment, supplies and related
expenses,
employee salaries and related expenses, and similar internal costs
and expenses,
except to the extent specifically allowed in this Agreement. No
Additional Trust
Expense consisting of any REMIC specific taxes payable in respect
of the
Mortgage Loans or out of pocket expenses incurred by the Trust that
are
allocable to the Mortgage Loans and that result from the inclusion
of the
Mortgage Loans in a REMIC shall be allocated to the Serviced
Companion Loans.
"Adjusted Mortgage Rate" means, with respect to any Mortgage
Loan
that accrues interest on the basis of a 360-day year consisting of
twelve 30-day
months ("30/360 basis"), and with respect to any Distribution Date,
the Mortgage
Rate thereof minus the Administrative Cost Rate. For any Mortgage
Loan that
accrue(s) interest on a basis other than that of a 30/360 basis and
with respect
to any Distribution Date, the rate that, when applied to the
Principal Balance
of the related Mortgage Loan (on the day prior to the Due Date
preceding such
Distribution Date) on a 30/360 basis for the related loan accrual
period, yields
the amount of interest actually due on such Mortgage Loan on the
Due Date
preceding such Distribution Date (less the Administrative Cost Rate
for such
Mortgage Loan); provided that for purposes of this definition, (i)
the Adjusted
Mortgage Rate for the loan accrual period relating to the Due Dates
in both
January and February in any year that is not a leap year and in
February in any
year that is a leap year (in either case, unless the related
Distribution Date
is the Final Distribution Date), shall be determined net of any
amounts
transferred to the Interest Reserve Accounts and (ii) the Adjusted
Mortgage Rate
for the loan accrual period relating to the Due Date in March
(commencing in
March 2007) (or February if the related Distribution Date is the
Final
Distribution Date) shall be determined taking into account the
addition of any
amounts withdrawn from the Interest Reserve Accounts, provided,
further, that if
the Maturity Date on any Mortgage Loan occurs on the Due Date in
January or
February or if there is a Principal Prepayment on any Mortgage Loan
on the Due
Date in January or February, then the Adjusted Mortgage Rate shall
be determined
taking into account the addition of any amounts withdrawn from the
Interest
Reserve Account for such month.
"Administrative Cost Rate" means the sum of the Master Servicing
Fee
Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee Rate
and the
Trustee Fee Rate.
"Advance" means either a P&I Advance or a Servicing
Advance.
"Advance Interest" means interest payable to a Master Servicer,
the
Special Servicer or the Trustee on outstanding Advances (other than
Unliquidated
Advances) pursuant to Section 4.5 of this Agreement.
"Advance Rate" means a per annum rate equal to the Prime Rate
as
published in the "Money Rates" section of The Wall Street Journal
from time to
time or, if no longer so published, such other publication as
determined by the
Trustee in its reasonable discretion.
"Adverse Grantor Trust Event" shall mean any action taken by a
Person or the failure of a Person to take any action that, under
the Grantor
Trust Provisions, if taken or not taken, as the case may be, could
endanger the
status of the Class EI Grantor Trust or the Class A-MFL Grantor
Trust as a
grantor trust under the Grantor Trust Provisions or result in the
imposition of
a tax upon the Class EI Grantor Trust or the Class A-MFL Grantor
Trust or any of
their respective assets or transactions.
"Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either
(i) endanger
the status of any REMIC Pool as a REMIC or (ii) subject to Section
9.14(e),
result in the imposition of a tax upon the income of any REMIC Pool
or any of
their respective assets or transactions, including (without
limitation) the tax
on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the
tax on prohibited contributions set forth in Section 860G(d) of the
Code.
"Affiliate" means, 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.
"Aggregate Certificate Balance" means the aggregate of the
Certificate Balances of the Principal Balance Certificates, the
REMIC I Regular
Interests, the REMIC II Regular Interests or, collectively, the
REMIC Regular
Certificates and the Class A-MFL Regular Interest, as the case may
be, at any
date of determination. With respect to a Class of Principal
Balance
Certificates, REMIC I Regular Interests or REMIC II Regular
Interests, Aggregate
Certificate Balance shall mean the aggregate of the Certificate
Balances of all
Certificates or Interests, as the case may be, of that Class at any
date of
determination.
"Aggregate Principal Balance" means, at the time of any
determination and as the context may require, the aggregate of the
Scheduled
Principal Balances for all Mortgage Loans.
"Agreement" means this Pooling and Servicing Agreement and all
amendments and supplements hereto.
"Anticipated Repayment Date" means, with respect to the ARD
Loans,
the date on which a substantial principal payment on an ARD Loan is
anticipated
to be made, as set forth in the related Mortgage Note.
"Appraisal" means an appraisal by an Independent state certified
MAI
appraiser having at least five years' experience in appraising
property of the
same type as, and in the same geographic area as, the Mortgaged
Property being
appraised, which appraisal complies with the Uniform Standards of
Professional
Appraisal Practices and states the "market value" of the subject
property as
defined in 12 C.F.R. ss. 225.62.
"Appraisal Event" means, with respect to any Mortgage Loan or
Serviced Loan Group, not later than the earliest of (i) the date
120 days after
the occurrence of any delinquency in payment with respect to such
Mortgage Loan
(or Serviced Loan Group) if such delinquency remains uncured, (ii)
the date 30
days after receipt of notice that the related Mortgagor has filed a
bankruptcy
petition or the related Mortgagor has become the subject of
involuntary
bankruptcy proceedings or the related Mortgagor has consented to
the filing of a
bankruptcy proceeding against it or a receiver is appointed in
respect of the
related Mortgaged Property, provided such petition or appointment
is still in
effect, (iii) the date that is 30 days following the date the
related Mortgaged
Property becomes an REO Property and (iv) the effective date of any
modification
to a Money Term of such Mortgage Loan (or Serviced Loan Group, as
applicable),
other than an extension of the date that a Balloon Payment is due
for a period
of less than six months from the original due date of such Balloon
Payment.
"Appraisal Reduction" means, with respect to any Required
Appraisal
Loan with respect to which an Appraisal or internal valuation is
performed
pursuant to Section 6.9, an amount equal to the excess of (A) the
sum, as of the
first Determination Date that is at least 15 days after the date on
which the
Appraisal or internal valuation is obtained or performed, of (i)
the Scheduled
Principal Balance of such Mortgage Loan (or Serviced Loan Group, as
applicable)
(or, in the case of an REO Property, the related REO Mortgage Loan)
less the
undrawn principal amount of any letter of credit or debt service
reserve, if
applicable, that is then securing such Mortgage Loan, (ii) to the
extent not
previously advanced by the Master Servicer or the Trustee, all
accrued and
unpaid interest on such Mortgage Loan (or Serviced Loan Group, as
applicable)
(or, in the case of an REO Property, the related REO Mortgage
Loan), at a per
annum rate equal to the Mortgage Rate, (iii) all unreimbursed
Advances
(including Unliquidated Advances) and interest on Advances (other
than
Unliquidated Advances) at the Advance Rate with respect to such
Mortgage Loan
(or Serviced Loan Group, as applicable) (or, in the case of an REO
Property, the
related REO Mortgage Loan) and (iv) to the extent funds on deposit
in any
applicable Escrow Accounts are not sufficient therefor, and to the
extent not
previously advanced by the applicable Master Servicer, the Special
Servicer or
the Trustee, all currently due and unpaid real estate taxes and
assessments,
insurance premiums and, if applicable, ground rents and other
amounts which were
required to be deposited in any Escrow Account (but were not
deposited) in
respect of such Mortgaged Property or REO Property, as the case may
be, over (B)
90% of the Appraised Value (net of any prior mortgage liens) of
such Mortgaged
Property or REO Property as determined by such Appraisal or
internal valuation,
as the case may be, plus the full amount of any escrows held by or
on behalf of
the Trustee as security for the Mortgage Loan (or Serviced Loan
Group, as
applicable) (less the estimated amount of the obligations
anticipated to be
payable in the next twelve months to which such escrows relate).
With respect to
each Mortgage Loan that is cross-collateralized with any other
Mortgage Loan,
the value of each Mortgaged Property that is security for each
Mortgage Loan in
such cross-collateralized group, as well as the outstanding amounts
under each
such Mortgage Loan shall be taken into account when calculating
such Appraisal
Reduction. Each Appraisal or internal valuation for a Required
Appraisal Loan
shall be updated annually, for so long as an Appraisal Reduction
exists, from
the date of such Appraisal or internal valuation. In addition, the
Operating
Adviser may at any time (including, without limitation, any time
following a
request by the holder of a Subordinate Note or Operating Adviser on
its behalf,
to advise if there has been a determination that such holder is no
longer the
"Directing Lender" under the related Co-Lender Agreement), request
the Special
Servicer to obtain (at the Operating Adviser's expense) an updated
Appraisal,
with a corresponding adjustment to the amount of the Appraisal
Reduction. The
Appraisal Reduction for each Required Appraisal Loan will be
recalculated based
on subsequent Appraisals, internal valuations or updates. Any
Appraisal
Reduction for any Mortgage Loan (or Serviced Loan Group, as
applicable) shall be
reduced to reflect any Realized Principal Losses on the Required
Appraisal Loan
(or Serviced Loan Group, as applicable). Each Appraisal Reduction
will be
reduced to zero as of the date the related Mortgage Loan (or
Serviced Loan
Group, as applicable) is brought current under the then current
terms of the
Mortgage Loan for at least three consecutive months, and no
Appraisal Reduction
will exist as to any Mortgage Loan (or Serviced Loan Group, as
applicable) after
it has been paid in full, liquidated, repurchased or otherwise
disposed of. In
the case of the Natick Mall Mortgage Loan, any Appraisal Reduction
will be
calculated in respect of the Natick Mall Mortgage Loan and the
Natick Mall
Subordinate Notes and then allocated (x) with respect to the Natick
Mall Loan
Group, first, to the Natick Mall C Note up to its outstanding
principal balance
then, to the Natick Mall B Note up to its outstanding principal
balance then, to
the Natick Mall Mortgage Loan and (y) with respect to the LaSalle
Loan Groups
and the Jones Road Shopping Center Loan Group, first, to the
related Serviced
Companion Loan up to its outstanding principal balance then, to the
related
Senior Mortgage Loan.
"Appraised Value" means with respect to any Mortgaged Property,
the
appraised value thereof determined by an Appraisal of the Mortgaged
Property
securing such Mortgage Loan made by an Independent appraiser
selected by the
General Master Servicer, the Prudential Master Servicer or the
Special Servicer,
as applicable or, in the case of an internal valuation performed by
the Special
Servicer pursuant to Section 6.9, the value of the Mortgaged
Property determined
by such internal valuation.
"ARCap Naming Convention" means the naming convention for
electronic
file delivery set forth on Exhibit CC hereto.
"ARD Loan" means the Mortgage Loans designated on the Mortgage
Loan
Schedule as Mortgage Loan No. 38, Mortgage Loan No. 91, Mortgage
Loan No. 161,
Mortgage Loan No. 164, Mortgage Loan No. 178 and Mortgage Loan No.
206,
collectively.
"Assignment of Leases" means, with respect to any Mortgage Loan,
any
assignment of leases, rents and profits or equivalent instrument,
whether
contained in the related Mortgage or executed separately, assigning
to the
holder or holders of such Mortgage all of the related Mortgagor's
interest in
the leases, rents and profits derived from the ownership,
operation, leasing or
disposition of all or a portion of the related Mortgaged Property
as security
for repayment of such Mortgage Loan.
"Assignment of Mortgage" means an assignment of the Mortgage,
notice
of transfer or equivalent instrument, in recordable form,
sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is
located to
reflect the transfer of the Mortgage to the Trustee, which
assignment, notice of
transfer or equivalent instrument may be in the form of one or more
blanket
assignments covering the Mortgage Loans secured by Mortgaged
Properties located
in the same jurisdiction, if permitted by law.
"Assumed Scheduled Payment" means: (i) with respect to any
Balloon
Mortgage Loan for its Maturity Date (provided that such Mortgage
Loan has not
been paid in full, and no Final Recovery Determination or other
sale or
liquidation has occurred in respect thereof, on or before the end
of the
Collection Period in which such Maturity Date occurs) and for any
subsequent Due
Date therefor as of which such Mortgage Loan remains outstanding
and part of the
Trust, if no Scheduled Payment (other than the related delinquent
Balloon
Payment) is due for such Due Date, the scheduled monthly payment of
principal
and/or interest deemed to be due in respect thereof on such Due
Date equal to
the Scheduled Payment that would have been due in respect of such
Mortgage Loan
on such Due Date, if it had been required to continue to accrue
interest in
accordance with its terms, and to pay principal in accordance with
the
amortization schedule in effect immediately prior to, and without
regard to the
occurrence of, its most recent Maturity Date (as such may have been
extended 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 applicable Master Servicer or the Special
Servicer pursuant
to the terms hereof) and (ii) with respect to any REO Mortgage Loan
for any Due
Date therefor as of which the related REO Property remains part of
the Trust,
the scheduled monthly payment of principal and interest deemed to
be due in
respect thereof on such Due Date equal to the Scheduled Payment
(or, in the case
of a Balloon Mortgage Loan described in the preceding clause of
this definition,
the Assumed Scheduled Payment) that was due in respect of the
related Mortgage
Loan on the last Due Date prior to its becoming an REO Mortgage
Loan.
"Authenticating Agent" means any authenticating agent serving
in
such capacity pursuant to Section 7.10.
"Authorized Officer" means any Person that may execute an
Officer's
Certificate on behalf of the Depositor.
"Available Advance Reimbursement Amount" has the meaning set
forth
in Section 4.6(a) hereof.
"Available Distribution Amount" means, with respect to any
Distribution Date and the Mortgage Loans, an amount equal to the
aggregate of
the following amounts (a) all amounts on deposit in the
Distribution Account as
of the commencement of business on such Distribution Date that
represent
payments and other collections on or in respect of the Mortgage
Loans and any
REO Properties that were (x) received by a Master Servicer or the
Special
Servicer through the end of the related Collection Period (other
than any
portion thereof that constituted a portion of the Available
Distribution Amount
for a prior Distribution Date as described in clause (a)(y) below)
or (y)
remitted by the applicable Master Servicer on the related Master
Servicer
Remittance Date pursuant to Section 5.1(h), exclusive of (i) any
such amounts
that were deposited in the Distribution Account in error, (ii)
amounts that are
payable or reimbursable to any Person other than the
Certificateholders
(including amounts payable to the Master Servicers in respect of
unpaid Master
Servicing Fees, the Primary Servicers in respect of unpaid Primary
Servicing
Fees, the Special Servicer in respect of unpaid Special Servicer
Compensation,
the Trustee in respect of unpaid Trustee Fees or to the parties
entitled thereto
in respect of the unpaid Excess Servicing Fees), (iii) amounts that
constitute
Prepayment Premiums or Yield Maintenance Charges, (iv) if such
Distribution Date
occurs during January, other than in a leap year, or February of
any year
(unless the related Distribution Date is the final Distribution
Date), the
Interest Reserve Amounts with respect to Interest Reserve Loans
deposited in the
Interest Reserve Accounts, (v) Excess Interest, (vi) in the case of
each REO
Property related to a Serviced Loan Group, all amounts received
with respect to
such Serviced Loan Group that are required to be paid to the holder
of the
related Serviced Companion Loan, pursuant to the terms of the
related Co-Lender
Agreement (which amounts will be deposited into the Serviced
Companion Loan
Custodial Account pursuant to Section 5.1(c) and withdrawn from
such account
pursuant to Section 5.2(a)) and (vii) Scheduled Payments collected
but due on a
Due Date subsequent to the related Collection Period (other than
any portion
thereof described in clause (a)(y) above) and (b) if and to the
extent not
already among the amounts described in clause (a), (i) the
aggregate amount of
any P&I Advances made by a Master Servicer or the Trustee for
such Distribution
Date pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate
amount of
any Compensating Interest payments made by the Master Servicers for
such
Distribution Date pursuant to the terms hereof, and (iii) if a
Distribution Date
occurs in March of any year, commencing March 2007 (or February if
the related
Distribution Date is the final Distribution Date) or if a Maturity
Date or
Principal Prepayment falls on a January or February of any year,
the aggregate
of the Interest Reserve Amounts then held on deposit in the
Interest Reserve
Accounts in respect of the related Interest Reserve Loan or
Interest Reserve
Loans. For purposes of the definition of "Available Distribution
Amount," the
Scheduled Payments and Principal Prepayments referred to in the
proviso in
Section 5.2(b) shall be deemed to have been collected in the prior
Collection
Period.
"Balloon Mortgage Loan" means a Mortgage Loan (or Serviced Loan
Group, as applicable) that provides for Scheduled Payments based on
an
amortization schedule that is significantly longer than its term to
maturity and
that is expected to have a remaining principal balance equal to or
greater than
5% of its original principal balance as of its stated maturity
date, unless
prepaid prior thereto.
"Balloon Payment" means, with respect to any Balloon Mortgage
Loan,
the Scheduled Payment payable on the Maturity Date of such Mortgage
Loan.
"Banking Day" means any day on which commercial banks are open
for
business (including dealings in foreign exchange and foreign
currency) in
London, England.
"Bankruptcy Loss" means a loss arising from a proceeding under
the
United States Bankruptcy Code or any other similar state law or
other proceeding
with respect to the Mortgagor of, or Mortgaged Property under, a
Mortgage Loan,
including, without limitation, any Deficient Valuation Amount or
losses, if any,
resulting from any Debt Service Reduction Amount for the month in
which the
related Remittance Date occurs.
"Base Interest Fraction" means, with respect to any Principal
Prepayment of any Mortgage Loan that provides for payment of a
Prepayment
Premium or Yield Maintenance Charge, and with respect to any Class
of
Certificates (except for the Class A-MFL Certificates) and the
Class A-MFL
Regular Interest, a fraction (A) whose numerator is the greater of
(x) zero and
(y) the difference between (i) the Pass-Through Rate on that Class
of
Certificates or the Class A-MFL Regular Interest and (ii) the
Discount Rate used
in calculating the Prepayment Premium or Yield Maintenance Charge
with respect
to the Principal Prepayment (or the current Discount Rate if not
used in such
calculation) and (B) whose denominator is the difference between
(i) the
Mortgage Rate on the related Mortgage Loan and (ii) the Discount
Rate used in
calculating the Prepayment Premium or Yield Maintenance Charge with
respect to
that Principal Prepayment (or the current Discount Rate if not used
in such
calculation), provided, however, that under no circumstances will
the Base
Interest Fraction be greater than one. If the Discount Rate
referred to above is
greater than the Mortgage Rate on the related Mortgage Loan, then
the Base
Interest Fraction will equal zero.
"Book-Entry Certificates" means certificates evidencing a
beneficial
interest in a Class of Certificates, ownership and transfer of
which shall be
made through book entries as described in Section 3.7; provided
that after the
occurrence of a condition whereupon book-entry registration and
transfer are no
longer authorized and Definitive Certificates are to be issued to
the
Certificate Owners, such certificates shall no longer be
"Book-Entry
Certificates."
"Business Day" means any day other than a Saturday, a Sunday or
a
day on which banking institutions in the states where the
Certificate Account,
Distribution Account, Trustee, a Master Servicer, a Primary
Servicer or the
Special Servicer are located and are authorized or obligated by law
or executive
order to remain closed. Upon the request of any party to this
Agreement or the
Operating Adviser, the Trustee, the Paying Agent, each Master
Servicer, the
Special Servicer and each Primary Servicer shall provide such party
a list of
the legal holidays observed by such entity; provided that each
Primary Servicer
shall be required to provide the Operating Adviser and the Master
Servicers on
or before the first day of January of each calendar year with a
list of each day
that will not be a "Business Day" in the jurisdiction of such
Primary Servicer
during such calendar year.
"Cash
Liquidation" means, as to any Defaulted Mortgage Loan other
than a Mortgage Loan with respect to which the related Mortgaged
Property became
REO Property, the sale of such Defaulted Mortgage Loan. Each Master
Servicer
shall maintain records in accordance with the Servicing Standard
(and, in the
case of Specially Serviced Mortgage Loans, based on the written
reports with
respect to such Cash Liquidation delivered by the Special Servicer
to the
applicable Master Servicer), of each Cash Liquidation.
"Category 1 Requests" has the meaning set forth in the Primary
Servicing Agreements for the SunTrust Loans and the MM Loans.
"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.
9601, et
seq.).
"Certificate Account" means one or more separate accounts
established and maintained by each Master Servicer (or any
Sub-Servicer or
Primary Servicer on behalf of the applicable Master Servicer)
pursuant to
Section 5.1(a), each of which shall be an Eligible Account.
"Certificate Balance" means, with respect to any Certificate
(other
than the Class X Certificates, the Class EI Certificates and the
Residual
Certificates) or Interest as of any Distribution Date, the maximum
specified
dollar amount of principal to which the Holder thereof is then
entitled
hereunder, such amount being equal to the initial principal amount
set forth on
the face of such Certificate (in the case of a Certificate), or as
ascribed
thereto in the Preliminary Statement hereto (in the case of an
Interest), minus
(A)(i) the amount of all principal distributions previously made
with respect to
such Certificate pursuant to Section 6.5(a) or deemed to have been
made with
respect to such Interest pursuant to Section 6.2(a) or Section
6.3(a), as the
case may be and (ii) all Realized Losses allocated or deemed to
have been
allocated to such Interest or Certificate pursuant to Section 6.6,
plus (B) an
amount equal to the amounts identified in clause (I)(C) of the
definition of
Principal Distribution Amount, such increases to be allocated to
the Principal
Balance Certificates or Interests in sequential order (i.e., to the
most senior
Class first), in each case up to the amount of Realized Losses
previously
allocated thereto and not otherwise reimbursed hereunder.
"Certificate Owner" means, with respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of such Book-Entry
Certificate, as may be
reflected on the books of the Clearing Agency, or on the books of a
Person
maintaining an account with such Clearing Agency (directly or as an
indirect
participant, in accordance with the rules of such Clearing
Agency).
"Certificate Register" has the meaning provided in Section 3.2.
"Certificate Registrar" means the registrar appointed pursuant
to
Section 3.2 and initially shall be the Paying Agent.
"Certificateholders" has the meaning provided in the definition
of
"Holder."
"Certificates" means,
collectively, the REMIC III Certificates, the
Class EI Certificates, the Class R-I Certificates, the Class R-II
Certificates
and the Class R-III Certificates.
"Certification Parties" has the meaning set forth in Section
13.6.
"Certifying Person" has the meaning set forth in Section 13.6.
"Class" means, with respect to the REMIC I Regular Interests,
REMIC
II Regular Interests, REMIC III Certificates, Class A-MFL Regular
Interest,
Class A-MFL Certificates and Class EI Certificates, any class of
such
Certificates or Interests.
"Class A Certificates" means the Class A-1 Certificates, Class
A-1A
Certificates, Class A-2 Certificates, Class A-NM Certificates,
Class A-3
Certificates, Class A-AB Certificates and Class A-4 Certificates,
collectively.
"Class A-1 Certificates," "Class A-1A Certificates," "Class A-2
Certificates," "Class A-NM Certificates," "Class A-3 Certificates,"
"Class A-AB
Certificates," "Class A-4 Certificates," "Class A-M Certificates,"
"Class A-MFL
Certificates," "Class A-J Certificates," "Class X-1 Certificates,"
"Class X-2
Certificates," "Class B Certificates," "Class C Certificates,"
"Class D
Certificates," "Class E Certificates," "Class F Certificates,"
"Class G
Certificates," "Class H Certificates," "Class J Certificates,"
"Class K
Certificates," "Class L Certificates," "Class M Certificates,"
"Class N
Certificates," "Class O Certificates," "Class P Certificates,"
"Class Q
Certificates," "Class S Certificates," "Class EI Certificates,"
"Class R-I
Certificates," "Class R-II Certificates," or "Class R-III
Certificates" mean the
Certificates designated as "Class A-1," "Class A-1A," "Class A-2,"
"Class A-NM,"
"Class A-3," "Class A-AB," "Class A-4," "Class A-M," "Class A-MFL,"
"Class A-J,"
"Class X-1," "Class X-2," "Class B," "Class C," "Class D," "Class
E," "Class F,"
"Class G," "Class H," "Class J," "Class K," "Class L," "Class M,"
"Class N,"
"Class O," "Class P," "Class Q," "Class S," "Class EI," "Class
R-I," "Class
R-II" and "Class R-III," respectively, on the face thereof, in
substantially the
form attached hereto as Exhibits A-1 through A-31.
"Class A-1-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-1 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-1-1.
"Class A-1-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-1 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-1-2.
"Class A-1A-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-1.
"Class A-1A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal 50% of to the
Certificate Balance
of the REMIC II Regular Interest A-1A-2.
"Class A-1A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-3.
"Class A-1A-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-4.
"Class A-1A-5 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-5.
"Class A-1A-6 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-6.
"Class A-1A-7 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-7.
"Class A-1A-8 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-1A-8.
"Class A-2-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-2 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-2-1.
"Class A-2-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-2 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-2-2.
"Class A-3-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-3 Certificates, which
component represents
a Component Notional Amount equal to the Certificate Balance of the
REMIC II
Regular Interest A-3-1.
"Class A-3-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-3 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-3-2.
"Class A-4-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-4 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-4-1.
"Class A-4-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-4 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-4-2.
"Class A-4-3 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-4 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-4-3.
"Class A-4-4 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-4 Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-4-4.
"Class A-AB-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-AB Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-AB-1.
"Class A-AB-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-AB Certificates,
which component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-AB-2.
"Class A-J Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-J Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-J.
"Class A-M Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-M Certificates, which
component represents
a Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest A-M.
"Class A-MFL Available Funds" means, in respect of each
Distribution
Date, (i) the sum of all previously undistributed payments or other
receipts on
account of principal and interest and other sums on or in respect
of the Class
A-MFL Regular Interest received by the Paying Agent (or the General
Master
Servicer on the Paying Agent's behalf) after the Cut-Off Date and
on or prior to
such Distribution Date and (ii) the sum of all previously
undistributed amounts
received from the Swap Counterparty in respect of the Class A-MFL
Regular
Interest pursuant to the Class A-MFL Swap Contract, including, but
not limited
to, any termination payment, but in the case of both (i) and (ii)
excluding the
following: (a) all amounts of Prepayment Premiums allocated to the
Class A-MFL
Regular Interest for so long as the Class A-MFL Swap Contract is in
effect; and
(b) all amounts required to be paid to the Swap Counterparty in
respect of the
Class A-MFL Regular Interest pursuant to the Class A-MFL Swap
Contract.
"Class A-MFL Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-MFL Certificates, which
component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-MFL.
"Class A-MFL Fixed Interest Distribution" means with respect to
the
Class A-MFL Regular Interest, the payments of interest required to
be made in
respect of each Distribution Date, commencing in January 2007, by
the General
Master Servicer on behalf of the Trustee to the Swap Counterparty
pursuant to
the Class A-MFL Swap Contract at a rate equal to the Pass-Through
Rate of the
Class A-MFL Regular Interest on the Class A-MFL Floating Rate
Certificate
Notional Amounts subject to reduction in accordance with the Class
A-MFL Swap
Contract.
"Class A-MFL Floating Rate Account" means the Eligible Account
or
Accounts established and maintained by the Paying Agent and the
General Master
Servicer on behalf of the Trustee with respect to the Class A-MFL
Certificates,
which shall be entitled "LaSalle Bank National Association, as
Paying Agent on
behalf of Wells Fargo Bank, National Association, as Trustee, in
trust for
Holders of Morgan Stanley Capital I Trust 2006-IQ12, Floating Rate
Account,
Class A-MFL" and "[Name of the Master Servicer], as Master Servicer
for Wells
Fargo Bank, National Association, as Trustee for the Holders of
Morgan Stanley
Capital I Trust 2006-IQ12, Class A-MFL Floating Rate Account, Class
A-MFL",
respectively; provided, that the Class A-MFL Floating Rate Account
may be a
subaccount of the Distribution Account or the Certificate Account.
The Class
A-MFL Floating Rate Account shall be an asset of the Class A-MFL
Grantor Trust.
"Class A-MFL Floating Rate Certificate Notional Amount" means a
notional amount equal to the Certificate Balance of the Class A-MFL
Regular
Interest.
"Class A-MFL Grantor Trust" means the segregated pool of assets
consisting of (i) the Class A-MFL Regular Interest and the Class
A-MFL Swap
Contract and all payments under the Class A-MFL Regular Interest
and the Class
A-MFL Swap Contract, (ii) all funds and assets from time to time on
deposit in
the Class A-MFL Floating Rate Account and the Master Servicer's
Class A-MFL
Floating Rate Account and (iii) proceeds of all of the
foregoing.
"Class A-MFL Interest Distribution Amount" means, in respect of
any
Distribution Date, the sum of (i) for so long as the Class A-MFL
Swap Contract
is in effect, the aggregate amount of interest received by the
Paying Agent from
the Swap Counterparty in respect of the Class A-MFL Regular
Interest pursuant to
the terms of the Class A-MFL Swap Contract during the related
Interest Accrual
Period and (ii) amounts in respect of interest (including
reimbursement of any
Prepayment Interest Shortfalls) received on the Class A-MFL Regular
Interest not
required to be paid to the Swap Counterparty (which will arise due
to the
netting provisions of the Class A-MFL Swap Contract or upon the
termination or
expiration of the Class A-MFL Swap Contract). If the Swap
Counterparty defaults
on its obligation to pay such interest to the Paying Agent, or if a
Swap Default
occurs and is continuing or if the Class A-MFL Swap Contract is
terminated, the
Class A-MFL Interest Distribution Amount will be an amount equal to
the
Distributable Certificate Interest in respect of the Class A-MFL
Regular
Interest, until such time as the Swap Default is cured, or such
obligation is
paid, as the case may be, or until a replacement Class A-MFL Swap
Contract is
obtained.
"Class A-MFL Net Swap Payment" has the meaning set forth in
Section
8.31(g).
"Class A-MFL Principal Distribution Amount" means, in respect of
any
Distribution Date, an amount equal to the aggregate amount of the
principal
payments made on the Class A-MFL Regular Interest on such
Distribution Date.
"Class A-MFL Regular Interest" means the uncertificated
interest
designated as a "regular interest" in REMIC III, which shall
consist of an
Interest having a Certificate Balance equal to the Certificate
Balance of the
Class A-MFL Certificates, and which has a Pass-Through Rate equal
to the per
annum rate of 5.530%.
"Class A-MFL Swap Contract" means the Swap Contract, dated as
of
December 1, 2006, between the Swap Counterparty and the Trust, and
the Credit
Support Annex (as defined in the Class A-MFL Swap Contract) and the
Schedule to
the related ISDA Master Agreement relating thereto, regarding an
interest rate
swap for the Class A-MFL Certificates.
"Class A-MFL Swap Counterparty Collateral Account" has the
meaning
set forth in Section 8.31(f).
"Class A-NM Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class A-NM Certificates, which
component
represents a Component Notional Amount equal to 50% of the
Certificate Balance
of the REMIC II Regular Interest A-NM.
"Class B Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class B Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest B.
"Class C-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class C Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest C-1.
"Class C-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class C Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest C-2.
"Class D-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class D Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest D-1.
"Class D-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class D Certificates, which component
represents a
Component Notional Amount equal to the Certificate Balance of the
REMIC II
Regular Interest D-2.
"Class E Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class E Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest E.
"Class EI Grantor Trust" means that portion of the Trust
consisting
of Excess Interest and the Excess Interest Sub-account.
"Class F-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class F Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest F-1.
"Class F-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class F Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest F-2.
"Class G-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class G Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest G-1.
"Class G-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class G Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest G-2.
"Class H Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class H Certificates, which component
represents a
Component Notional Amount equal to the Certificate Balance of the
REMIC II
Regular Interest H.
"Class J-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class J Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest J-1.
"Class J-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class J Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest J-2.
"Class K Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class K Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest K.
"Class L Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class L Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest L.
"Class M Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class M Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest M.
"Class N-1 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class N Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest N-1.
"Class N-2 Component" means a component of the beneficial
interest
in REMIC III evidenced by the Class N Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest N-2.
"Class O Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class O Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest O.
"Class P Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class P Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest P.
"Class Q Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class Q Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest Q.
"Class S Component" means a component of the beneficial interest
in
REMIC III evidenced by the Class S Certificates, which component
represents a
Component Notional Amount equal to 50% of the Certificate Balance
of the REMIC
II Regular Interest S.
"Class X Certificates" means the Class X-1 Certificates, the
Class
X-2 Certificates and the Class X-W Certificates, collectively.
"Class X-1 Notional Amount" means, with respect to the Class
X-1
Certificates and any date of determination, 50% of the aggregate of
the
outstanding Certificate Balances of the Principal Balance
Certificates, which
shall equal the sum of the then Component Notional Amount of the
Components.
"Class X-1 Strip Rate" means, with respect to any Class of
Components (other than Components that are also Class X-2
Components) for any
Distribution Date, a rate per annum equal to (i) the Weighted
Average REMIC I
Net Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate
for the Corresponding Certificates. In the case of any Class of
Components that
are also Class X-2 Components, (i) for any Distribution Date
occurring on or
before the related Class X-2 Component Crossover Date, a rate per
annum equal
to, (x) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution
Date, minus (y) the greater of (1) the rate per annum corresponding
to such
Distribution Date as set forth in Schedule XVI attached hereto and
(2) the Pass
Through Rate for the Class of Corresponding Certificates, and (ii)
for any
Distribution Date occurring after the related Class X-2 Component
Crossover
Date, a rate per annum equal to (x) the Weighted Average REMIC I
Net Mortgage
Rate for such Distribution Date, minus (y) the Pass-Through Rate
for the
Corresponding Certificates (provided that in no event shall any
Class X-1 Strip
Rate be less than zero).
"Class X-2 Component Crossover Date" means:
(i) with respect to the Class A-1-2 Component, Class A-1A-2
Component, Class A-2-1 Component and Class N-1 Component, the
Distribution Date
in December 2007,
(ii) with respect to the Class A-1A-3 Component, Class A-2-2
Component, Class A-NM Component, Class A-3-1 Component, Class J-1
Component,
Class K Component, Class L Component, Class M Component and Class
N-2 Component,
the Distribution Date occurring in December 2008;
(iii) with respect to the Class A-1A-4 Component, Class A-3-2
Component, Class A-AB-1 Component, Class G-1 Component, Class H
Component and
Class J-2 Component, the Distribution Date occurring in December
2009;
(iv) with respect to the Class A-1A-5 Component, Class A-AB-2
Component, Class A-4-1 Component, Class F-1 Component and Class G-2
Component,
the Distribution Date occurring in December 2010;
(v) with respect to the Class A-1A-6 Component, Class A-4-2
Component, Class D-1 Component, Class E Component and Class F-2
Component, the
Distribution Date occurring in December 2011;
(vi) with respect to the Class A-1A-7 Component, Class A-4-3
Component, Class C-1 Component and Class D-2 Component, the
Distribution Date
occurring in December 2012; and
(vii) with respect to the Class A-1A-8 Component, Class A-4-4
Component, Class A-M Component, Class A-MFL Component, Class A-J
Component,
Class B Component and Class C-2 Component, the Distribution Date
occurring in
December 2013.
"Class X-2 Components" means each of the Class A-1-2 Component,
Class A-1A-2 Component, Class A-1A-3 Component, Class A-1A-4
Component, Class
A-1A-5 Component, Class A-1A-6 Component, Class A-1A-7 Component,
Class A-1A-8
Component,Class A-2-1 Component, Class A-2-2 Component, Class A-NM
Component,
Class A-3-1 Component, Class A-3-2 Component, Class A-AB-1
Component, Class
A-AB-2 Component, Class A-4-1 Component, Class A-4-2 Component,
Class A-4-3
Component, Class A-4-4 Component, Class A-M Component, Class A-MFL
Component,
Class A-J Component, Class B Component, Class C-1 Component, Class
C-2
Component, Class D-1 Component, Class D-2 Component, Class E
Component, Class
F-1 Component, Class F-2 Component, Class G-1 Component, Class G-2
Component,
Class H Component, Class J-1 Component, Class J-2 Component, Class
K Component,
Class L Component, Class M Component, Class N-1 Component and Class
N-2
Component.
"Class X-2 Notional Amount" means as of any date of
determination,
the sum of the then Component Notional Amounts of the Class X-2
Components
excluding the Class X-2 Components for which the Class X-2
Crossover Date has
been previously passed.
"Class X-2 Strip Rate" means, with respect to each of the Class
X-2
Components for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the related Class X-2
Component
Crossover Date, the excess, if any, of (x) the lesser of (i) the
rate per annum
corresponding to such Distribution Date as set forth in Schedule
XIV attached
hereto; and (ii) the Weighted Average REMIC I Net Mortgage Rate for
such
Distribution Date over (y) the Pass Through Rate for the Class of
Corresponding
Certificates (provided that, in no event shall any Class X-2 Strip
Rate be less
than zero); and (iii) for any Distribution Date occurring after the
related
Class X-2 Component Crossover Date, 0% per annum.
"Class X-W Notional Amount" means, with respect to the Class
X-W
Certificates and any date of determination, 50% of the aggregate of
the
outstanding Certificate Balances of the Principal Balance
Certificates, which
shall equal the sum of the then Component Notional Amount of the
Components.
"Class X-W Strip Rate" means, with respect to any Class of
Components for any Distribution Date, a rate per annum equal to (i)
the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, minus
(ii) the
Pass-Through Rate for the Corresponding Certificates (provided that
in no event
shall any Class X-W Strip Rate be less than zero).
"Clearing Agency" means an organization registered as a
"clearing
agency" pursuant to Section 17A of the 1934 Act, which initially
shall be the
Depository.
"Clearstream" means Clearstream Banking Luxembourg, societe
anonyme.
"Closing Date" means on or about December 21, 2006.
"CMSA" means the Commercial Mortgage Securities Association.
"CMSA Advance Recovery Report" means a 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 Level File" means a report substantially in the form
of,
and containing the information called for in, the downloadable form
of the "Bond
Level File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be approved by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Trustee, as applicable.
"CMSA Collateral Summary File" means a 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
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Collateral Summary File" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee, as
applicable.
"CMSA Comparative Financial Status Report" means a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Comparative Financial Status Report"
available as of
the Closing Date on the CMSA Website, or such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Comparative
Financial Status
Report" available as of the Closing Date on the CMSA Website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Delinquent Loan Status Report" means a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Delinquent Loan Status Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Delinquent Loan Status Report" available as of the
Closing Date
on the CMSA Website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Financial File" means a data file 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 and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "Financial File" available as of the Closing Date on
the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"CMSA Historical Liquidation Report" means a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Historical Liquidation Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Historical Liquidation Report" available as of the
Closing Date
on the CMSA Website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" means 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 and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"CMSA Loan Level Reserve/LOC Report" means a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Loan Level Reserve/LOC Report" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Loan Level Reserve/LOC Report" available as of the
Closing Date
on the CMSA Website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Loan Periodic Update File" means a monthly data file
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Periodic Update File" available as
of the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "Loan
Periodic
Update File" available as of the Closing Date on the CMSA Website,
is reasonably
acceptable to the Master Servicer, the Special Servicer or the
Trustee, as
applicable.
"CMSA Loan Setup File" means a 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 and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"Loan Setup File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Master Servicer, the Special Servicer
or the
Trustee, as applicable.
"CMSA NOI Adjustment Worksheet" means 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 generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "NOI Adjustment Work" available as of the Closing
Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or
the Special
Servicer, as applicable.
"CMSA Operating Statement Analysis Report" means 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 such other form for the
presentation of
such information and containing such additional information as may
from time to
time be approved by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Operating Statement
Analysis
Report" available as of the Closing Date on the CMSA Website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Property File" means a data file 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 and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "Property File" available as of the Closing Date on the
CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"CMSA Reconciliation of Funds" means a report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Reconciliation of Funds" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Reconciliation of Funds" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report" means 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
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "REO Status Report" available as of the Closing Date on
the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"CMSA Reports" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports, collectively, as the forms thereof
are modified,
expanded or otherwise changed from time to time by the CMSA. With
respect to new
reports created and approved by the CMSA, such new reports will be
used in this
transaction (provided, however, that insofar as any such new report
requires the
presentation of information in addition to that called for by the
current CMSA
reports, such new report is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable) and the Depositor shall direct the
Trustee as
to whether such reports will be Restricted Servicer Reports or
Unrestricted
Servicer Reports. The Trustee shall provide the Master Servicer and
Special
Servicer with a copy of such direction within two Business Days
after its
receipt.
"CMSA Servicer Watch List" means a report substantially in the
form
of, and containing the information called for in, the downloadable
form of
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "Servicer Watch List" available as of the Closing Date
on the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"CMSA Special Servicer Loan File" means a report substantially
in
the form of, and containing the information called for in, the
downloadable form
of the "Special Servicer Loan File" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Special Servicer Loan File" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Special Servicer,
as
applicable.
"CMSA Total Loan Report" means a 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
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally, and is
reasonably
acceptable to the Master Servicers and the Special Servicer.
"CMSA Website" means the CMSA's website located at "www.cmbs.org"
or
such other primary website as the CMSA may establish for
dissemination of its
report forms.
"Co-Lender Agreement" means a LaSalle Co-Lender Agreement, the
Jones
Road Shopping Center Co-Lender Agreement or the Natick Mall
Co-Lender Agreement,
as the context may require.
"Code" means the Internal Revenue Code of 1986, as amended, any
successor statutes thereto, and applicable U.S. Department of
Treasury
regulations issued pursuant thereto in temporary or final form and
proposed
regulations thereunder, to the extent that, by reason of their
proposed
effective date, such proposed regulations would apply to the
Trust.
"Collection Period" means, with respect to any Distribution
Date,
the period beginning on the day after the Determination Date in the
month
preceding the month of such Distribution Date (or in the case of
the first
Distribution Date, the Cut-Off Date) and ending on the
Determination Date in the
month in which the Distribution Date occurs.
"Commission" means the Securities and Exchange Commission.
"Compensating Interest" means, with respect to any Distribution
Date
and each Master Servicer, an amount equal to the excess of (A)
Prepayment
Interest Shortfalls incurred in respect of the Mortgage Loans
serviced by such
Master Servicer resulting from Principal Prepayments on such
Mortgage Loans
during the related Collection Period, over (B) the aggregate of the
Prepayment
Interest Excesses received in respect of the Mortgage Loans
serviced by such
Master Servicer resulting from Principal Prepayments on such
Mortgage Loan
during the same related Collection Period. Notwithstanding the
foregoing, such
Compensating Interest shall not (i) exceed the portion of the
aggregate Master
Servicing Fee accrued at a rate per annum equal to 2 basis points
for the
related Collection Period calculated in respect of such Master
Servicer's
Mortgage Loans, including REO Mortgage Loans, if such Master
Servicer applied
the subject Principal Prepayment in accordance with the terms of
the related
Mortgage Loan documents; and (ii) be required to be paid on any
Prepayment
Interest Shortfalls incurred in respect of any Specially Serviced
Mortgaged
Loans.
"Component" means each of the Class A-1-1 Component, Class
A-1-2
Component, Class A-1A-1 Component, Class A-1A-2 Component, Class
A-1A-3
Component, Class A-1A-4 Component, Class A-1A-5 Component, Class
A-1A-6
Component, Class A-1A-7 Component, Class A-1A-8 Component, Class
A-2-1
Component, Class A-2-2 Component, Class A-NM Component, Class A-3-1
Component,
Class A-3-2 Component, Class A-AB-1 Component, Class A-AB-2
Component, Class
A-4-1 Component, Class A-4-2 Component, Class A-4-3 Component,
Class A-4-4
Component, Class A-M Component, Class A-MFL Component, Class A-J
Component,
Class B Component, Class C-1 Component, Class C-2 Component, Class
D-1
Component, Class D-2 Component, Class E Component, Class F-1
Component, Class
F-2 Component, Class G-1 Component, Class G-2 Component, Class H
Component,
Class J-1 Component, Class J-2 Component, Class K Component, Class
L Component,
Class M Component, Class N-1 Component, Class N-2 Component, Class
O Component,
Class P Component, Class Q Component and Class S Component.
"Component Notional Amount" means with respect to each Component
and
any date of determination, an amount equal to 50% of the then
Certificate
Balance of its Corresponding REMIC II Regular Interest.
"Condemnation Proceeds" means any awards resulting from the full
or
partial condemnation or any eminent domain proceeding or any
conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by
or to any
governmental, quasi-governmental authority or private entity with
condemnation
powers (other than amounts to be applied to the restoration,
preservation or
repair of such Mortgaged Property or released to the related
Mortgagor in
accordance with the terms of the Mortgage Loan (and, if applicable,
the related
Serviced Companion Loan). With respect to the Mortgaged Property
securing a
Serviced Loan Group, only the portion of such amounts payable to
the holder of
the LaSalle Senior Mortgage Loan, Jones Road Shopping Center
Mortgage Loan or
Natick Mall Mortgage Loan, as applicable, shall be included in
Condemnation
Proceeds.
"Controlling Class" means the most subordinate Class of REMIC
Regular Certificates or Class A-MFL Certificates outstanding at any
time of
determination; provided that, if the aggregate Certificate Balance
of such Class
is less than 25% of the initial Certificate Balance of such Class
as of the
Closing Date, the Controlling Class shall be the next most
subordinate Class of
REMIC Regular Certificates or Class A-MFL Certificates outstanding.
As of the
Closing Date, the Controlling Class will be the Class S
Certificates.
"Controlling Person" means, with respect to any Person, any
other
Person who "controls" such Person within the meaning of the 1933
Act.
"Corporate Trust Office" means, with respect to the presentment
and
surrender of Certificates for the final distribution thereon or the
presentment
and surrender of Certificates for any other purpose or the transfer
of
Certificates, the principal corporate trust office of the
Certificate Registrar
and Paying Agent (which is presently located at 135 South LaSalle
Street, Suite
1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services-
Morgan Stanley Capital Inc., Series 2006-IQ12, or at such other
address as the
Certificate Registrar and Paying Agent may designate from time to
time by notice
to the Certificateholders, the Depositor, the Trustee, the Master
Servicers and
the Special Servicer). The principal corporate trust office of the
Trustee is
presently located at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, or
at such other address as the Trustee may designate from time to
time by notice
to the Certificateholders, the Paying Agent, the Depositor, the
Master Servicers
and the Special Servicer.
"Corresponding Certificate" means the Class of Certificates (or
in
the case of the Class A-MFL Certificates, the Class A-MFL Regular
Interest) as
set forth in the Preliminary Statement with respect to any
Corresponding
Component or any Corresponding REMIC II Regular Interest.
"Corresponding Component" means the Component as set forth in
the
Preliminary Statement with respect to any Corresponding Certificate
or any
Corresponding REMIC II Regular Interest.
"Corresponding REMIC I Regular Interest" means, with respect to
each
Mortgage Loan, the REMIC I Regular Interest having an initial
Certificate
Balance equal to the Principal Balance of such Mortgage Loan
outstanding as of
the Cut-Off Date, after taking into account all principal and
interest payments
made or due prior to the Cut-Off Date.
"Corresponding REMIC II Regular Interest" means the REMIC II
Regular
Interest or Interests as defined in the Preliminary Statement with
respect to
any Class of Corresponding Certificates or any Corresponding
Component (or in
the case of the Class A-MFL Certificates, the Class A-MFL Regular
Interest).
"Cross-Collateralized Loan" has the meaning set forth in
Section
2.3(a) hereof.
"Custodian" means the Trustee or any Person who is appointed by
the
Trustee at any time as custodian pursuant to Section 7.9 and who is
unaffiliated
with the Depositor and each Seller and satisfies the eligibility
requirements of
the Trustee as set forth in Section 7.5.
"Customer" means a broker, dealer, bank, other financial
institution
or other Person for whom the Clearing Agency effects book-entry
transfers and
pledges of securities deposited with the Clearing Agency.
"Cut-Off Date" means the end of business on December 1, 2006.
The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date
other than the
first day of each month shall be the end of business on December 1,
2006 and
Scheduled Payments due in December 2006 with respect to Mortgage
Loans not
having Due Dates on the first of each month have been deemed
received on
December 1, 2006, not the actual day on which such Scheduled
Payments were due.
"Debt Service Coverage Ratio" means with respect to any
Mortgage
Loan, as of any date of determination, the ratio of (1) the annual,
year-end net
cash flow of the related Mortgaged Property or Mortgaged
Properties, determined
as provided in the NOI Adjustment Worksheet based on the most
recent annual,
year-end operating statements provided by the Mortgagor (or if no
annual,
year-end operating statements have been provided, based on such
information
provided by the Mortgagor, including without limitation rent rolls
and other
unaudited financial information, as the applicable Master Servicer
shall
determine in accordance with the Servicing Standard) to (2) the
annualized
amount of debt service payable on that Mortgage Loan or, in the
case of (i) each
LaSalle Loan Group, on the related LaSalle Senior Mortgage Loan
only, (ii) each
LaSalle B Note, on the applicable entire LaSalle Loan Group, (iii)
the Jones
Road Shopping Center Loan Group, on the Jones Road Shopping Center
Mortgage Loan
only, (iv) the Jones Road Shopping Center B Note, on the entire
Jones Road
Shopping Center Loan Group, (v) the Natick Mall Loan Group, on the
Natick Mall
Mortgage Loan only or (vi) the Natick Mall Subordinate Notes, on
the entire
Natick Mall Loan Group or (vii) Mortgage Loans that are
interest-only, where
periodic payments are interest-only for a certain amount of time
after
origination after which date the Mortgage Loan amortizes principal
for the
remaining term of the Mortgage Loan, the annualized amount of debt
service that
will be payable under the Mortgage Loan after the beginning of the
amortization
term of the Mortgage Loan.
"Debt Service Reduction Amount" means, with respect to a Due
Date
and the related Determination Date, the amount of the reduction of
the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with
respect to a
Mortgage Loan or Serviced Companion Loan, as a result of any
proceeding under
bankruptcy law or any similar proceeding (other than a Deficient
Valuation
Amount); provided, however, that in the case of an amount that is
deferred as a
result of any such proceeding, but not forgiven, the amount of the
reduction
shall include only the net present value (calculated at the related
Mortgage
Rate) of the reduction.
"Defaulted Mortgage Loan" means a Mortgage Loan (or Serviced
Companion Loan) that is in default under the terms of the
applicable Mortgage
Loan documentation and for which any applicable grace period has
expired and, in
the case of the Natick Mall Loan Group, remains unremedied by the
exercise of
cure rights for the applicable grace period under the related
Co-Lender
Agreement.
"Defeasance Collateral" means, with respect to any Defeasance
Loan,
"government securities" as defined in Section 2(a)(16) of the
Investment Company
Act of 1940 required to be pledged in lieu of prepayment pursuant
to the terms
thereof.
"Defeasance Loan" means any Mortgage Loan (or Serviced
Companion
Loan) which requires or permits the related Mortgagor (or permits
the holder of
such Mortgage Loan or Serviced Companion Loan, as applicable, to
require the
related Mortgagor) to pledge Defeasance Collateral to such holder
in lieu of
prepayment.
"Deficient Valuation" means, with respect to any Mortgage Loan
or
Serviced Loan Group, a valuation by a court of competent
jurisdiction of the
Mortgaged Property relating to such Mortgage Loan (or Serviced Loan
Group, as
applicable) in an amount less than the then outstanding
indebtedness under such
Mortgage Loan (or Serviced Loan Group, as applicable), which
valuation results
from a proceeding initiated under the United States Bankruptcy
Code, as amended
from time to time, and that reduces the amount the Mortgagor is
required to pay
under such Mortgage Loan (or Serviced Loan Group, as
applicable).
"Deficient Valuation Amount" means (i) with respect to each
Mortgage
Loan or Serviced Loan Group, the amount by which the total amount
due with
respect to such Mortgage Loan or Serviced Loan Group, as applicable
(excluding
interest not yet accrued), including the Principal Balance of such
Mortgage Loan
(or Serviced Loan Group) plus any accrued and unpaid interest
thereon and any
other amounts recoverable from the Mortgagor with respect thereto
pursuant to
the terms thereof, is reduced in connection with a Deficient
Valuation and (ii)
with respect to each LaSalle Senior Mortgage Loan, the Jones Road
Shopping
Center Mortgage Loan or the Natick Mall Mortgage Loan, the
Deficient Valuation
Amount for the related Serviced Loan Group that is borne by the
holder of the
applicable LaSalle Senior Mortgage Loan, Jones Road Shopping Center
Mortgage
Loan or Natick Mall Mortgage Loan under the related Co-Lender
Agreement.
"Definitive Certificates" means Certificates of any Class issued
in
definitive, fully registered, certificated form without interest
coupons.
"Deleted Mortgage Loan" means a Mortgage Loan which is
repurchased
from the Trust pursuant to the terms hereof or as to which one or
more
Qualifying Substitute Mortgage Loans are substituted.
"Depositor" means Morgan Stanley Capital I Inc., a Delaware
corporation, and its successors in interest.
"Depository" has the meaning set forth in Section 3.7(a).
"Depository Agreement" means the Blanket Letter of
Representations
dated the Closing Date between the Depositor and the
Depository.
"Determination Date" means (a), with respect to any
Distribution
Date and any of the Mortgage Loans other than the MM Loans, the
earlier of (i)
the 10th day of the month in which such Distribution Date occurs
or, if such day
is not a Business Day, the immediately preceding Business Day, and
(ii) the 5th
Business Day prior to the related Distribution Date, commencing
January 8, 2007,
(b) with respect to any Distribution Date and any of the MM Loans,
the 10th day
of the month in which such Distribution Date occurs or, if such day
is not a
Business Day, the immediately following Business Day, commencing
January 10,
2007.
"Directing Holder" means the Natick Mall Directing Holder or
the
Jones Road Shopping Center Directing Holder, as the context may
require.
"Directly Operate" means, 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 to
customers (other than a sale of an REO Property pursuant to and in
accordance
with Section 9.15) or the performance of any construction work
thereon, in each
case other than through an Independent Contractor; provided,
however, that the
Trustee (or the Special Servicer on behalf of the Trustee) shall
not be
considered to Directly Operate an REO Property solely because the
Trustee (or
the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses
tenants, enters into or renews leases, deals with taxes and
insurance, or makes
decisions as to repairs, tenant improvements or capital
expenditures with
respect to such REO Property (including, without limitation,
construction
activity to effect repairs or in connection with leasing activity)
or undertakes
any ministerial action incidental thereto.
"Discount Rate" means the rate which, when compounded monthly,
is
equivalent to the Treasury Rate when compounded semi-annually. The
"Treasury
Rate," unless otherwise set forth in the Mortgage Loan documents,
is the yield
calculated by the linear interpolation of the yields, as reported
in Federal
Reserve Statistical Release H.15--Selected Interest Rates under the
heading
"U.S. government securities/Treasury constant maturities" for the
week ending
prior to the date of the relevant principal prepayment, of U.S.
Treasury
constant maturities with a maturity date (one longer and one
shorter) most
nearly approximating the maturity date (or the Anticipated
Repayment Date, if
applicable) of the Mortgage Loan prepaid. If Release H.15 is no
longer
published, the applicable Master Servicer will select a comparable
publication
to determine the Treasury Rate.
"Disqualified Organization" means any of (i) the United States,
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) an organization (except certain
farmers'
cooperatives described in Section 521 of the Code) which is exempt
from 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,
and (v) any other Person so designated by the Master Servicer based
upon an
Opinion of Counsel that the holding of an ownership interest in a
Residual
Certificate by such Person may cause any of the REMIC Pools, 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" means, with respect to any
Distribution Date and any Class of Certificates (other than the
Class A-MFL
Certificates) or Interests (including the Class A-MFL Regular
Interest), the sum
of (A) Accrued Certificate Interest in respect of such Class or
Interest,
reduced (to not less than zero) by (i) any Net Aggregate Prepayment
Interest
Shortfalls for such Class of Certificates or Interests, allocated
on such
Distribution Date to such Class or Interest pursuant to Section
6.7, and (ii)
Realized Losses allocated on such Distribution Date to reduce the
Distributable
Certificate Interest payable to such Class or Interest pursuant to
Section 6.6,
plus (B) the Unpaid Interest, plus (C) if the Aggregate Certificate
Balance is
reduced because of a diversion of principal in accordance with
Section
5.2(a)(II)(iv), and there is a subsequent recovery of amounts as
described in
Section 6.6(c)(i), then interest at the applicable Pass-Through
Rate that would
have accrued and been distributable with respect to the amount by
which the
Aggregate Certificate Balance was so reduced, which interest shall
accrue from
the date that the related Realized Loss is allocated through the
end of the
Interest Accrual Period related to the Distribution Date on which
such amounts
are subsequently recovered.
"Distribution Account" means the Distribution Account maintained
by
the Paying Agent on behalf of the Trustee, in accordance with the
provisions of
Section 5.3, which account shall be an Eligible Account.
"Distribution Date" means the 15th day of each month or, if such
day
is not a Business Day, the next succeeding Business Day, commencing
January 16,
2007.
"Due Date" means, with respect to a Mortgage Loan or Serviced
Companion Loan, the date on which a Scheduled Payment is first due
without the
application of grace periods.
"Eligible Account" means an account (or accounts) that is any of
the
following: (i) maintained with a depository institution or trust
company whose
(A) commercial paper, short-term unsecured debt obligations or
other short-term
deposits are rated at least "F-1" by Fitch and "A-1" by S&P, if
the deposits are
to be held in the account for 30 days or less, or (B) long term
unsecured debt
obligations are rated at least "AA" or "A" (without regard to any
plus or minus)
by Fitch and "AA-" (or "A" (without regard to any plus or minus),
if the
short-term unsecured debt obligations are rated at least "A-1") by
S&P, if the
deposits are to be held in the account more than 30 days, (ii) a
segregated
trust account or accounts maintained with the corporate trust
department of a
federal or state chartered depository institution or trust company
that, in
either case, has trust powers, acting in its fiduciary capacity,
provided that
any state chartered depository institution or trust company is
subject to
regulation regarding fiduciary funds substantially similar to 12
C.F.R. Section
9.10(b), (iii) an account or accounts of a depository institution
acceptable to
the Rating Agencies, as evidenced by Rating Agency Confirmation
with respect to
the use of any such account as a Certificate Account or the
Distribution
Account, (iv) for so long as Prudential Asset Resources, Inc. is a
Master
Servicer, an account maintained with Prudential Trust Bank FSB, a
wholly-owned
subsidiary of Prudential Financial, Inc.; provided that written
confirmation
from S&P remains in effect (and the conditions thereunder are
satisfied)
confirming that maintaining accounts at Prudential Trust Bank FSB
would not in
and of itself result in the qualification, downgrade or withdrawal,
as
applicable, of the then-current rating assigned by S&P to any
series of
certificates issued in CMBS transactions for which Prudential Asset
Resources,
Inc. services as master servicer, (v) with respect to the Primary
Servicer for
the MM Loans, the Centennial Government Trust, until the date that
is 60 days
after the Closing Date, or (vi) any other account, the use of which
would not,
in and of itself, (A) cause a qualification, downgrade or
withdrawal of any
rating then assigned to any Class of Certificates by either Rating
Agency and
(B) be inconsistent with the requirements of FASB 140 or any
other
interpretations with respect thereto applicable to such
accounts.
Notwithstanding anything in the foregoing to the contrary, an
account shall not
fail to be an Eligible Account solely because it is maintained with
Wells Fargo
Bank, N.A., a wholly owned subsidiary of Wells Fargo & Co.,
provided that such
subsidiary's or its parent's (A) commercial paper, short-term
unsecured debt
obligations or other short-term deposits are at least "F-1" in the
case of Fitch
and "A-1" in the case of S&P, if the deposits are to be held in
the account for
30 days or less, or (B) long-term unsecured debt obligations are
rated at least
"AA" in the case of Fitch and "AA" (or "A" (without regard to any
plus or
minus), if the short-term unsecured debt obligations are rated at
least "A-1")
in the case of S&P, if the deposits are to be held in the
account for more than
30 days.
"Eligible Investments" means any one or more of the following
financial assets or other property:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
FNMA,
FHLMC or any agency or instrumentality of the United States of
America
the obligations of which are backed by the full faith and
credit
of the
United States of America; provided that any obligation of FNMA
or
FHLMC,
other than an unsecured senior debt obligation of FNMA or
FHLMC,
shall be
an Eligible Investment only if Rating Agency Confirmation is
obtained
with respect to such investment;
(ii) demand or time deposits in, unsecured certificates of
deposit
of, money
market deposit accounts of, or bankers' acceptances issued by,
any
depository institution or trust company (including the Trustee,
the
Master
Servicers, the Special Servicer, the Paying Agent or any
Affiliate
of the
Trustee, a Master Servicer, the Special Servicer or the Paying
Agent,
acting in its commercial capacity) incorporated or organized
under
the laws
of the United States of America or any State thereof and
subject
to
supervision and examination by federal or state banking
authorities, so
long as
the commercial paper or other short-term debt obligations of
such
depository
institution or trust company are rated "F-1" by Fitch and "A-1"
(without
regard to any plus or minus) by S&P or the long-term
unsecured
debt
obligations of such depository institution or trust company have
been
assigned a
rating by each Rating Agency at least equal to "AA" by Fitch
and "AA-"
by S&P or its equivalent or, in each case, if not rated by
a
Rating
Agency, then such Rating Agency has issued a Rating Agency
Confirmation;
(iii) repurchase agreements or obligations with respect to any
security
described in clause (i) above where such security has a
remaining
maturity
of one year or less and where such repurchase obligation has
been
entered
into with a depository institution or trust company (acting as
principal)
described in clause (ii) above and where such repurchase
obligation
will mature prior to the Business Day preceding the next date
upon
which, as described in this Agreement, such amounts are required
to
be
withdrawn from a Certificate Account and which meets the minimum
rating
requirement for such entity described above (or for which Rating
Agency
Confirmation is obtained with respect to such ratings);
(iv) debt obligations (other than stripped bonds or stripped
coupons)
bearing interest or sold at a discount issued by any
corporation
incorporated under the laws of the United States of America or any
state
thereof,
which securities are rated at least "AA" or its equivalent by
each
Rating Agency, unless otherwise specified in writing by the
Rating
Agency;
provided that securities issued by any particular corporation
will
not be
Eligible Investments to the extent that investment therein will
cause the
then-outstanding principal amount of securities issued by such
corporation and held in a Certificate Account to exceed 5% of the
sum of
the
aggregate Certificate Principal Balance of the Principal
Balance
Certificates and the aggregate principal amount of all Eligible
Investments in the Certificate Account;
(v) commercial paper (including both non interest bearing
discount
obligations and interest bearing obligations payable on demand or
on a
specified
date not more than one year after the date of issuance thereof)
rated
"F-1+" by Fitch and "A-1" (without regard to any plus or minus)
by
S&P
(or for which Rating Agency Confirmation is obtained with respect
to
such
ratings);
(vi) units of investment funds (including money market funds)
that
are rated
in the highest long term category by Fitch and "AAAm" by S&P
(or
if not
rated by any such Rating Agency, then such Rating Agency has
issued
a Rating
Agency Confirmation);
(vii) guaranteed reinvestment agreements maturing within 365 days
or
less
issued by any bank, insurance company or other corporation whose
long
term
unsecured debt rating is not less than "AA" (or its equivalent)
by
Fitch and
S&P, or for which Rating Agency Confirmation is obtained
with
respect to
such ratings; provided that, with respect to S&P, such
agreements
state that funds may be withdrawn at par without penalty;
(viii) any money market funds (including those managed or advised
by
the Paying
Agent or its Affiliates) that maintain a constant asset value
and that
are rated "AAA" (or its equivalent) by Fitch (if so rated by
Fitch) and
"AAAm" or "AAAm G" (or its equivalent) by S&P, and any
other
demand,
money market or time deposit, or any other obligation, security
or
investment, with respect to which Rating Agency Confirmation has
been
obtained;
and
(ix) such other investments bearing interest or sold at a
discount,
earning a
return "in the nature of interest" within the meaning of
Treasury
Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an
Opinion
of Counsel
delivered to the Trustee and the Paying Agent by the applicable
Master
Servicer or Special Servicer at the applicable Master Servicer's
or
Special
Servicer's expense), as are acceptable to the Rating Agencies
(as
evidenced
by Rating Agency Confirmation) and treated as "permitted
investments" that are "cash flow investments" under Section
860G(a)(5) of
the
Code;
provided (A) such investment is held for a temporary period
pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is
payable by
the obligor in U.S. dollars, and (C) that no such instrument shall
be an
Eligible Investment (1) if such instrument evidences either (a) a
right to
receive only interest payments or only principal payments with
respect to the
obligations underlying such instrument or (b) a right to receive
both principal
and interest payments derived from obligations underlying such
instrument and
the principal and interest payments with respect to such instrument
provide a
yield to maturity of greater than 120% of the yield to maturity at
par of such
underlying obligations, or (2) if it may be redeemed at a price
below the
purchase price or (3) if it is not treated as a "permitted
investment" that is a
"cash flow investment" under Section 860G(a)(5) of the Code; and
provided,
further, that any such instrument shall have a maturity date no
later than the
date such instrument is required to be used to satisfy the
obligations under
this Agreement, and, in any event, shall not have a maturity in
excess of one
year; any such instrument must have a predetermined fixed dollar of
principal
due at maturity that cannot vary or change; if rated, the
obligation must not
have an "r" highlighter affixed to its rating; interest on any
variable rate
instrument shall be tied to a single interest rate index plus a
single fixed
spread (if any) and move proportionally with that index; and
provided, further,
that no amount beneficially owned by any REMIC Pool (including any
amounts
collected by the Master Servicers but not yet deposited in the
Certificate
Accounts) may be invested in investments treated as equity
interests for Federal
income tax purposes. No Eligible Investments shall be purchased at
a price in
excess of par. For the purpose of this definition, units of
investment funds
(including money market funds) shall be deemed to mature daily.
"Environmental Insurance Policy" shall mean, with respect to
any
Mortgage Loan or the related Mortgaged Property or REO Property,
any insurance
policy covering pollution conditions and/or other environmental
conditions that
is maintained from time to time in respect of such Mortgage Loan,
Mortgaged
Property or REO Property, as the case may be, for the benefit of,
among others,
the Trustee on behalf of the Certificateholders.
"Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees,
permits, concessions, grants, franchises, licenses, agreements or
other
governmental restrictions, now or hereafter in effect, relating to
health or the
environment or to emissions, discharges or releases of chemical
substances,
including, without limitation, any and all pollutants,
contaminants, petroleum
or petroleum products, asbestos or asbestos-containing
materials,
polychlorinated biphenyls, urea-formaldehyde insulation, radon,
industrial,
toxic or hazardous substances or wastes, into the environment,
including,
without limitation, ambient air, surface water, ground water or
land, or
otherwise relating to the manufacture, processing, distribution,
use, labeling,
registration, treatment, storage, disposal, transport or handling
of any of the
foregoing substances or wastes or the clean-up or other remediation
thereof.
"ERISA" means the Employee Retirement Income Security Act of
1974,
as amended.
"Escrow Account" means an account established by or on behalf of
the
Master Servicer pursuant to Section 8.3(e).
"Escrow Amount" means any amount payable with respect to a
Mortgage
Loan for taxes, assessments, water rates, Standard Hazard Insurance
Policy
premiums, ground lease payments, reserves for capital improvements,
deferred
maintenance, repairs, tenant improvements, leasing commissions,
rental
achievements, environmental matters and other reserves or
comparable items.
"Euroclear" means the Euroclear system.
"Event of Default" has the meaning set forth in Section
8.28(b).
"Excess Interest" means, with respect to an ARD Loan if such
ARD
Loan is not prepaid in full on or before its Anticipated Repayment
Date, the
excess, if any of (i) interest accrued at the rate of interest
applicable to
such Mortgage Loan after such Anticipated Repayment Date (plus any
interest on
such interest as may be provided for under the Mortgage Loan
documents) over
(ii) interest accrued at the rate of interest applicable to such
Mortgage Loan
before such Anticipated Repayment Date. Excess Interest on an ARD
Loan is an
asset of the Trust, but shall not be an asset of any REMIC Pool
formed
hereunder.
"Excess Interest Sub-account" means an administrative account
deemed
to be a sub-account of the Distribution Account, in accordance with
the
provisions of Section 5.3. The Excess Interest Sub-account shall
not be an asset
of any REMIC Pool formed hereunder.
"Excess Liquidation Proceeds" means, with respect to any
Mortgage
Loan or Serviced Loan Group, as applicable, the excess of (i)
Liquidation
Proceeds of a Mortgage Loan or Serviced Loan Group, as applicable,
or related
REO Property, over (ii) the amount that would have been received if
a Principal
Prepayment in full had been made with respect to such Mortgage Loan
(or, in the
case of an REO Property related to a Serviced Loan Group, a
Principal Prepayment
in full had been made with respect to a LaSalle Senior Mortgage
Loan, the Jones
Road Shopping Center Mortgage Loan, the Natick Mall Mortgage Loan
and the
related Serviced Companion Loan, as applicable) on the date such
proceeds were
received plus accrued and unpaid interest with respect to such
Mortgage Loan and
all expenses (including Additional Trust Expenses and Unliquidated
Advances)
with respect to such Mortgage Loan or Serviced Loan Group, as
applicable.
"Excess Servicing Fee" means, with respect to the Mortgage Loans
for
which an "excess servicing fee rate" is designated on the Mortgage
Loan
Schedule, the monthly fee payable to the parties set forth on
Exhibit J hereto
or their successors and assigns, as holders of excess servicing
rights, which
fee shall accrue on the Scheduled Principal Balance of each such
Mortgage Loan
immediately prior to the Due Date occurring in each month at the
per annum rate
(determined in the same manner as the applicable Mortgage Rate for
such Mortgage
Loan is determined for such month) specified on the Mortgage Loan
Schedule (the
"Excess Servicing Fee Rate"). Each holder of a right to receive
Excess Servicing
Fees is entitled to Excess Servicing Fees only with respect to the
Mortgage
Loans as indicated on Exhibit J hereto.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
"Exchange Certification" means an Exchange Certification
substantially in the form set forth in Exhibit H hereto executed by
a holder of
an interest in a Regulation S Global Certificate or a Rule 144A IAI
Global
Certificate, as applicable.
"Expense Loss" means a loss realized upon payment by the Trust of
an
Additional Trust Expense.
"Extension" has the meaning set forth in Section 9.15(a).
"FASB 140" means the Financial Accounting Standards Board's
Statement No. 140, entitled "Accounting for Transfers and Servicing
of Financial
Assets and Extinguishment of Liabilities," issued in September
2002.
"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.
"FHLMC" means the Federal Home Loan Mortgage Corporation, or
any
successor thereto.
"Final Certification" has the meaning set forth in Section 2.2.
"Final Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.
"Final Rated Distribution Date" means, with respect to each
rated
Class of Certificates, the Distribution Date in December 2043.
"Final Recovery Determination" means a determination with
respect
to: (i) any Mortgage Loan (or Serviced Companion Loan) other than a
Specially
Serviced Mortgage Loan), by the applicable Master Servicer in
consultation with
the Special Servicer and (ii) with respect to any Specially
Serviced Mortgage
Loan (including a Mortgage Loan (or Serviced Companion Loan) that
became an REO
Property) by the Special Servicer, in each case, in its good faith
discretion,
consistent with the Servicing Standard, that all Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds, Purchase Proceeds and
other
payments or recoveries which the applicable Master Servicer or the
Special
Servicer, as the case may be, expects to be finally recoverable on
such Mortgage
Loan (or Serviced Companion Loan), without regard to any obligation
of such
Master Servicer or the Trustee, as the case may be, to make
payments from its
own funds pursuant to Article IV hereof, have been recovered. With
respect to
each Mortgage Loan that is cross-collateralized by Mortgaged
Properties securing
other Mortgage Loans, all of the Mortgaged Properties and other
security must be
considered in connection with any such Final Recovery
Determination. The Special
Servicer shall be required to provide the applicable Master
Servicer with prompt
written notice of any Final Recovery Determination with respect to
any Specially
Serviced Mortgage Loan or REO Mortgage Loan upon making such
determination. The
applicable Master Servicer shall promptly notify the Trustee and
the Paying
Agent of such determination and the Paying Agent shall deliver a
copy of such
notice to each Rating Agency.
"Final Scheduled Distribution Date" means, for each Class of
rated
Certificates, the Distribution Date on which such Class would be
paid in full if
payments were made on the Mortgage Loans in accordance with their
terms, except
that the ARD Loan is assumed to be repaid on its Anticipated
Repayment Date.
"Fitch" means Fitch, Inc. or its successor in interest.
"FNMA" means the Federal National Mortgage Association, or any
successor thereto.
"Form 8-K Disclosure Information" has the meaning set forth in
Section 13.7.
"General Master Servicer" means Capmark Finance Inc., formerly
known
as GMAC Commercial Mortgage Corporation, and its permitted
successors or
assigns.
"Global Certificate" means any Rule 144A IAI Global
Certificate,
Regulation S Temporary Global Certificate or Regulation S Permanent
Global
Certificate.
"Grantor Trust Provisions" shall mean those provisions of the
Code
relating to grantor trusts, which appear in subpart E, Part I of
subchapter J,
and related provisions, and proposed, temporary and final Treasury
regulations,
including Treasury Regulations Section 301.7701-4(c)(2), and any
published
rulings, notice and announcements promulgated thereunder, as the
foregoing may
be in effect from time to time.
"Holder" means the Person in whose name a Certificate is
registered
on the Certificate Register. With respect to the Class A-MFL
Regular Interest,
"Holder" means the Trustee on behalf of the Trust.
"IAI Definitive Certificate" means, with respect to any Class
of
Certificates sold to Institutional Accredited Investors who are not
Qualified
Institutional Buyers, a Certificate in definitive, fully registered
certificated
form without interest coupons.
"Independent" means, when used with respect to any Accountants,
a
Person who is "independent" within the meaning of Rule 2-01(B) of
the
Commission's Regulation S-X. Independent means, when used with
respect to any
other Person, a Person who (A) is in fact independent of another
specified
Person and any Affiliate of such other Person, (B) does not have
any material
direct or indirect financial interest in such other Person or any
Affiliate of
such other Person, (C) is not connected with such other Person or
any Affiliate
of such other Person as an officer, employee, promoter,
underwriter, trustee,
partner, director or Person performing similar functions and (D) is
not a member
of the immediate family of a Person defined in clause (B) or (C)
above.
"Independent Contractor" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan,
any Person
designated by the applicable Master Servicer (other than any Master
Servicer,
but which may be an Affiliate of such Master Servicer), or (B) that
is a
Specially Serviced Mortgage Loan, any Person designated by the
Special Servicer
that would be an "independent contractor" with respect to a REMIC
Pool within
the meaning of Section 856(d)(3) of the Code if such REMIC Pool
were a real
estate investment trust (except that the ownership test set forth
in such
Section shall be considered to be met by any Person that owns,
directly or
indirectly, 35% or more of the Aggregate Certificate Balance or
Notional Amount,
as the case may be, of any Class of the Certificates (other than
the Residual
Certificates), a Percentage Interest of 35% or more in the Residual
Certificates
or such other interest in any Class of the Certificates or of the
applicable
REMIC Pool as is set forth in an Opinion of Counsel, which shall be
at no
expense to the Trustee or the Trust) so long as such REMIC Pool
does not receive
or derive any income from such Person and provided that the
relationship between
such Person and such REMIC is at arm's length, all within the
meaning of
Treasury Regulations Section 1.856-4(b)(5), or (ii) any other
Person (including
a Master Servicer or the Special Servicer) upon receipt by the
Trustee of an
Opinion of Counsel, which shall be at the expense of the Person
delivering such
opinion to the Trustee, to the effect that the taking of any action
in respect
of any REO Property by such Person, subject to any conditions
therein specified,
that is otherwise herein contemplated to be taken by an Independent
Contractor
will not cause such REO Property to cease to qualify as
"foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (determined
without regard
to the exception applicable for purposes of Section 860D(a) of the
Code), or
cause any income realized in respect of such REO Property to fail
to qualify as
Rents from Real Property.
"Initial Certification" has the meaning set forth in Section
2.2.
"Inspection Report" means a report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "Property
Inspection Form" available on the CMSA Website, or such other form
for the
presentation of such information and containing such additional
information as
may from time to time be approved by the CMSA for commercial
mortgage securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Property
Inspection Form" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"Institutional Accredited Investor" means an institutional
accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3)
or (7) of
Regulation D of the 1933 Act.
"Insurance Policies" means, collectively, any Standard Hazard
Insurance Policy, flood insurance policy, title insurance policy,
terrorism
insurance policy or Environmental Insurance Policy relating to the
Mortgage
Loans or the Mortgaged Properties in effect as of the Closing Date
or thereafter
during the term of this Agreement.
"Insurance Proceeds" means amounts paid by the insurer under
any
Insurance Policy (other than amounts required to be paid over to
the Mortgagor
(or used to restore the related Mortgaged Property) pursuant to
law, the related
Mortgage Loan or Serviced Loan Group, as applicable, or the
Servicing Standard).
With respect to the Mortgaged Property securing a Serviced Loan
Group, only the
portion of such amounts payable to the holder of a LaSalle Senior
Mortgage Loan,
the Jones Road Shopping Center Mortgage Loan or Natick Mall
Mortgage Loan, as
applicable, shall be included in Insurance Proceeds.
"Insured Environmental Event" has the meaning set forth in
Section
9.1(f).
"Interest" means a REMIC I Regular Interest, a REMIC II Regular
Interest or Class A-MFL Regular Interest, as applicable.
"Interest Accrual Period" means, with respect to each
Distribution
Date, for each Class of REMIC Regular Certificates and the Class
A-MFL Regular
Interest, the calendar month immediately preceding the month in
which such
Distribution Date occurs and with respect to the Class A-MFL
Certificates,
subject to Section 6.12, the period from (and including) the prior
Distribution
Date (or the Closing Date, in the case of the first such period)
and ending on
(and including) the day before the current Distribution Date.
"Interest Reserve Account" means that Interest Reserve Account
maintained by the Paying Agent pursuant to Section 5.1(a), which
account shall
be an Eligible Account.
"Interest Reserve Amount" has the meaning set forth in Section
5.1(d).
"Interest Reserve Loans" shall mean the Mortgage Loans which
bear
interest other than on the basis of a 360-day year consisting of
twelve 30-day
months.
"Interest Reset Date" means the day that is two Banking Days
prior
to the start of the related Interest Accrual Period.
"Interested Person" means, as of any date of determination, the
Master Servicers, the Special Servicer, the Depositor, the holder
of any related
Junior Indebtedness (with respect to any particular Mortgage Loan),
a holder of
50% or more of the Controlling Class, the Operating Adviser, any
Independent
Contractor engaged by a Master Servicer or the Special Servicer
pursuant to this
Agreement, or any Person actually known to a Responsible Officer of
the Trustee
to be an Affiliate of any of them.
"Investment Income" means income and gain realized on the
investment
of funds deposited in the Certificate Account.
"Investor-Based Exemption" means any of Prohibited Transaction
Class
Exemption ("PTCE") 84-14 (for transactions by independent
"qualified
professional asset managers"), PTCE 90-1 (for transactions by
insurance company
pooled separate accounts), PTCE 91-38 (for transactions by bank
collective
investment funds), PTCE 95-60 (for transactions by insurance
company general
accounts) or PTCE 96-23 (for transactions effected by "in-house
asset
managers"), or any comparable exemption available under Similar
Laws.
"Jones Road Shopping Center B Note" means the mortgage loan,
which
is not included in the Trust and subordinated in right of payment
to the Jones
Road Shopping Center Mortgage Loan to the extent set forth in the
Jones Road
Shopping Center Co-Lender Agreement. The Jones Road Shopping Center
B Note is
not a "Mortgage Loan."
"Jones Road Shopping Center Co-Lender Agreement" means, with
respect
to the Jones Road Shopping Center Mortgage Loan and the related
Jones Road
Shopping Center B Note, the related co-lender agreement, by and
among the holder
of the Jones Road Shopping Center Mortgage Loan and the holder of
the Jones Road
Shopping Center B Note relating to the relative rights of such
holders, as the
same may be further amended from time to time in accordance with
the terms
thereof.
"Jones Road Shopping Center Directing Holder" means the holder
of
the Jones Road Shopping Center B Note; unless at the time of
determination, each
of the following conditions are satisfied:
(i) (a)(1) the initial unpaid principal balance of the Jones
Road
Shopping
Center B Note as of the relevant date of determination minus
(2)
the sum of
(x) any scheduled payments or prepayments of principal
allocated
to, and received on, the Jones Road Shopping Center B Note, (y)
any
Appraisal Reduction in effect as of such date of determination and
(z)
any
realized losses allocated to the Jones Road Shopping Center B
Note
pursuant
to the Jones Road Shopping Center Co-Lender Agreement and/or
this
Agreement
is less than (b) 50% of (1) the initial unpaid principal
balance
of the
Jones Road Shopping Center B Note less, (2) any scheduled
payments
or
prepayments of principal allocated to, and received on, the Jones
Road
Shopping
Center B Note; and
(ii) the Jones Road Shopping Center Mortgage Loan has not been
paid
in full,
then, the Operating Adviser shall be the Jones Road Shopping
Center
Directing Holder.
"Jones Road Shopping Center Loan Group " means, collectively,
the
Jones Road Shopping Center Mortgage Loan and the Jones Road
Shopping Center B
Note.
"Jones Road Shopping Center Mortgage Loan" means the mortgage
loan
designated as Mortgage Loan No. 197 on the Mortgage Loan
Schedule.
"Junior Indebtedness" means any indebtedness of any Mortgagor
that
is secured by a lien that is junior in right of payment to the lien
of the
Mortgage securing the related Mortgage Note.
"LaSalle B Note(s)" means, individually or collectively, each of
the
mortgage loans, which are not included in the Trust and are
subordinated in
right of payment to a related LaSalle Senior Mortgage Loan to the
extent set
forth in the related LaSalle Co-Lender Agreement. None of the
LaSalle B Notes is
a "Mortgage Loan."
"LaSalle Co-Lender Agreement" means, with respect to each
LaSalle
Senior Mortgage Loan and the related LaSalle B Note, the related
co-lender
agreement, by and among the holder of such LaSalle Senior Mortgage
Loan and the
holder of such LaSalle B Note relating to the relative rights of
such holders,
as the same may be further amended from time to time in accordance
with the
terms thereof.
"LaSalle Loan Group" means, collectively, the applicable
LaSalle
Senior Mortgage Loan and the related LaSalle B Note.
"LaSalle Seller" has the meaning assigned in the Preliminary
Statement hereto.
"LaSalle Seller Loan(s)" means, individually or collectively,
those
Mortgage Loans sold to the Depositor pursuant to the Mortgage Loan
Purchase
Agreement I and shown on Schedule I hereto.
"LaSalle Senior Mortgage Loan(s)" means, individually or
collectively, the mortgage loans designated as Mortgage Loan No.
105, Mortgage
Loan No. 108, Mortgage Loan No. 116, Mortgage Loan No. 158,
Mortgage Loan No.
176 and Mortgage Loan No. 297 on the Mortgage Loan Schedule.
"Late Collections" means, with respect to any Mortgage Loan or
Serviced Companion Loan, all amounts received during any Collection
Period,
whether as late payments or as Liquidation Proceeds, Insurance
Proceeds,
Condemnation Proceeds, Purchase Proceeds or otherwise, that
represent payments
or collections of Scheduled Payments due but delinquent for a
previous
Collection Period and not previously recovered.
"Late Fees" means a fee payable to the applicable Master Servicer
or
the Special Servicer, as the case may be, to the extent actually
collected from
the Mortgagor as provided in the related Mortgage Loan or Serviced
Companion
Loan, if applicable, in connection with a late payment made by such
Mortgagor;
provided, however, that with respect to the LaSalle Senior Mortgage
Loans, the
Jones Road Shopping Center Mortgage Loan and the Natick Mall
Mortgage Loan,
"Late Fees" shall be payable to the applicable Master Servicer or
the Special
Servicer, as applicable, and the holder of a LaSalle B Note, the
Jones Road
Shopping Center B Note and a Natick Mall Subordinate Note, as
applicable, as
provided in the Co-Lender Agreement.
"Liquidation Expenses" means reasonable and direct expenses
incurred
by the Special Servicer on behalf of the Trust in connection with
the
liquidation of any Specially Serviced Mortgage Loan or REO Property
acquired in
respect thereof including, without limitation, reasonable legal
fees and
expenses, appraisal fees, committee or referee fees, property
manager fees, and,
if applicable, brokerage commissions and conveyance taxes for such
Specially
Serviced Mortgage Loan. All Liquidation Expenses relating to
disposition of the
Specially Serviced Mortgage Loan shall be (i) paid out of income
from the
related REO Property, to the extent available, (ii) paid out of
related proceeds
from liquidation or (iii) advanced by the applicable Master
Servicer or Special
Servicer, subject to Section 4.4 and Section 4.6(d) hereof, as a
Servicing
Advance.
"Liquidation Fee" means a fee equal to the product of (x) 1.00%
and
(y) the Liquidation Proceeds received in connection with full or
partial
liquidation of a Specially Serviced Mortgage Loan or related REO
Property and
any Condemnation Proceeds or Insurance Proceeds received by the
Trust; provided,
however, that (A) in the case of a final disposition consisting of
the
repurchase of a Mortgage Loan or REO Property by a Seller pursuant
to Section
2.3, such fee will only be paid by such Seller and due to the
Special Servicer
if repurchased after the date that is 180 days or more after the
applicable
Seller receives notice of the breach or defect causing the
repurchase; (B) in
the case of a repurchase of a Mortgage Loan by the holder of a
related
subordinate note (other than a LaSalle B Note, Jones Road Shopping
Center B Note
or Natick Mall Subordinate Notes) or a mezzanine lender, such fee
will only be
due to the Special Servicer if repurchased 60 days after a Master
Servicer,
Special Servicer or Trustee receives notice of the default causing
the
repurchase, (C) in the case of a final disposition of the Natick
Mall Mortgage
Loan consisting of a purchase by the holder of a Natick Mall
Subordinate Note,
such fee will only be payable if the Natick Mall Mortgage Loan is
purchased more
than 90 days after the later of (x) the transfer of the Natick Mall
Mortgage
Loan to the Special Servicer and (y) the holder of the applicable
Natick Mall
Subordinate Note's receipt of written notice from the Special
Servicer that such
transfer has taken place, or (D) in the case of the purchase of a
Mortgage Loan
by the holder of the related LaSalle B Note, such fee will only be
due to the
Special Servicer if permitted by the applicable LaSalle Co-Lender
Agreement.
"Liquidation Proceeds" means (i) with respect to the sale or
liquidation of a Mortgage Loan, Serviced Companion Loan or related
REO Property
(other than pursuant to Section 2.3), the proceeds of such sale or
liquidation
net of Liquidation Expenses (to the extent not otherwise paid
pursuant to
Section 4.6(c)) and (ii) with respect to the repurchase of a
Mortgage Loan or an
REO Mortgage Loan pursuant to Section 2.3, the Purchase Price of
such Mortgage
Loan or REO Mortgage Loan (or such allocable portion) at the time
of such
repurchase. With respect to the Mortgaged Property securing a
Serviced Loan
Group, only the portion of such amounts payable to the holder of
each LaSalle
Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan
or the Natick
Mall Mortgage Loan, as applicable, shall be included in Liquidation
Proceeds.
"Liquidation Realized Loss" means, with respect to each
Mortgage
Loan or REO Property, as the case may be, as to which a Cash
Liquidation or REO
Disposition has occurred, an amount equal to the sum, without
duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal
Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash
Liquidation or REO
Disposition (adjusted in accordance with Section 6.6(c)(i)), plus
(B) unpaid
interest and interest accrued thereon at the applicable Mortgage
Rate (including
interest accrued and unpaid on the portion of the Principal Balance
added in
accordance with Section 6.6(c)(i), which interest shall accrue from
the date of
the reduction in the Principal Balance resulting from the
allocation of a
Realized Loss incurred pursuant to Section 6.6(b)(i)), plus (C) any
expenses
(including Additional Trust Expenses) incurred in connection with
such Mortgage
Loan that are payable or reimbursable to any Person, other than
amounts
previously treated as Expense Losses or included in the definition
of
Liquidation Expenses minus the sum of (i) REO Income allocated as
recoveries of
principal or interest on the related Mortgage Loan, and (ii) with
respect to any
Mortgage Loan, Liquidation Proceeds, Late Collections and all other
amounts
received from the related Mortgagor and received during the
Collection Period in
which such Cash Liquidation or REO Disposition occurred (and, with
respect to
each LaSalle Senior Mortgage Loan, the Jones Road Shopping Center
Mortgage Loan
or Natick Mall Mortgage Loan, which are not required under the
related Co-Lender
Agreement to be paid or reimbursable to the holder of the related
Serviced
Companion Loan). REO Income and Liquidation Proceeds shall be
applied first
against any Expense Losses (to the extent not included in the
definition of
Liquidation Expenses) for such Mortgage Loan, the unpaid interest
on the
Mortgage Loan, calculated as described in clause (B) above, and
then against the
Principal Balance of such Mortgage Loan, calculated as described in
clause (A)
above in accordance with Section 1.2(b) hereof.
"Loan Group" means either Loan Group 1 or Loan Group 2, as the
case
may be.
"Loan Group 1" means all of the Mortgage Loans that are Loan Group
1
Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.
"Loan Group 1 Mortgage Loan" means any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 1.
"Loan Group 1 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Mortgage Loans included in Loan Group 1.
"Loan Group 2" means all of the Mortgage Loans that are Loan Group
2
Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.
"Loan Group 2 Mortgage Loan" means any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 2.
"Loan Group 2 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Mortgage Loans included in Loan Group 2.
"Loan Group Principal Distribution Amount" means the Loan Group
1
Principal Distribution Amount or the Loan Group 2 Principal
Distribution Amount,
as applicable.
"Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a percentage, the
numerator of which
is the Principal Balance of such Mortgage Loan at the date of
determination and
the denominator of which is the Appraised Value of the Mortgaged
Property as
shown on the most recent Appraisal or valuation of the Mortgaged
Property which
is available as of such date or, in the case of a Serviced Loan
Group, the
allocable portion thereof.
"Lock-Box Account" has the meaning set forth in Section 8.3(g).
"Lock-Box Agreement" means, with respect to any Mortgage Loan,
any
lock-box agreement relating to such Mortgage Loan among the related
Mortgagor, a
depositary institution and the Master Servicer (or a Primary
Servicer or Sub
Servicer on its behalf) pursuant to which a Lock-Box Account is
created.
"Losses" has the meaning set forth in Section 12.4.
"MAI" means Member of the Appraisal Institute.
"Master Servicer" means: (a) with respect to any Mortgage Loan
(other than a Prudential Loan), the Serviced Companion Loans, any
REO Property
acquired by the Trust with respect to a Mortgage Loan (other than a
Prudential
Loan) and any matters relating to the foregoing, the General Master
Servicer;
and (b) with respect to any Prudential Loan, any REO Property
acquired by the
Trust with respect to a Prudential Loan and any matters relating to
the
foregoing, the Prudential Master Servicer.
"Master Servicer Remittance Date" means, for each Distribution
Date,
the Business Day immediately preceding such Distribution Date.
"Master Servicer's Class A-MFL Floating Rate Account" means the
Class A-MFL Floating Rate Account established and maintained by the
General
Master Servicer pursuant to Section 5.3(c).
"Master Servicing Fee" means for each calendar month, as to
each
Mortgage Loan and the Serviced Companion Loans, an amount equal to
the Master
Servicing Fee Rate applicable to such month (determined in the same
manner
(other than the rate of accrual) as the applicable Mortgage Rate is
determined
for such Mortgage Loan or Serviced Companion Loan, as applicable,
for such
month) multiplied by the Scheduled Principal Balance of such
Mortgage Loan or
Serviced Companion Loan, as applicable, immediately before the Due
Date
occurring in such month, subject to reduction in respect of
Compensating
Interest, as set forth in Section 8.10(c). For the avoidance of
doubt, Master
Servicing Fees are in addition to Primary Servicing Fees.
"Master Servicing Fee Rate" means (i) with respect to each
Mortgage
Loan, the rate per annum specified as such on the Mortgage Loan
Schedule and
(ii) with respect to each Serviced Companion Loan, 0.01% (1 basis
point).
"Material Breach" has the meaning set forth in Section 2.3(a).
"Material Document Defect" has the meaning set forth in Section
2.3(a).
"Maturity Date" means, with respect to any Mortgage Loan or
Serviced
Companion Loan as of any date of determination, the date on which
the last
payment of principal is due and payable thereunder, after taking
into account
all Principal Prepayments received and any Deficient Valuation,
Debt Service
Reduction Amount or modification of the Mortgage Loan (or Serviced
Companion
Loan, as applicable) occurring prior to such date of determination,
but without
giving effect to (i) any acceleration of the principal of such
Mortgage Loan (or
Serviced Companion Loan, as applicable) or (ii) any grace period
permitted by
such Mortgage Loan (or Serviced Companion Loan, as applicable).
"MERS" means Mortgage Electronic Registration Systems, Inc.
"MM" has the meaning assigned in the Preliminary Statement
hereto.
"MM Loans" means, collectively, those Mortgage Loans sold to
the
Depositor pursuant to the Mortgage Loan Purchase Agreement V and
shown on
Schedule V hereto.
"Modification Fee" means a fee, if any, collected in connection
with
the modification of a Mortgage Loan or Serviced Companion Loan.
"Modification Loss" means, with respect to each Mortgage Loan
(or
Serviced Companion Loan) (i) a decrease in the Principal Balance of
such
Mortgage Loan, as a result of a modification thereof in accordance
with the
terms hereof, (ii) any expenses connected with such modification,
to the extent
(x) reimbursable to the Trustee, the Special Servicer or the
applicable Master
Servicer and (y) not recovered from the Mortgagor or (iii) in the
case of a
modification of such Mortgage Loan that reduces the Mortgage Rate
thereof, the
excess, on each Due Date, of the amount of interest that would have
accrued at a
rate equal to the original Mortgage Rate, over interest that
actually accrued on
such Mortgage Loan (or Serviced Companion Loan, as applicable)
during the
preceding Collection Period.
"Money Term" means, with respect to any Mortgage Loan or
Serviced
Companion Loan, the Maturity Date, Mortgage Rate, Principal
Balance,
amortization term or payment frequency thereof, or the amount of
the scheduled
payment thereof, or any provision thereof requiring the payment of
a prepayment
premium, yield maintenance payment or percentage premium in
connection with a
principal prepayment (and shall not include late fees or default
interest
provisions).
"Monthly Certificateholders Report" means a report provided
pursuant
to Section 5.4 by the Paying Agent monthly as of the related
Determination Date
generally in the form and substance of Exhibit M, which sets forth,
to the
extent applicable: (i) the date of such Distribution Date and of
the Record
Date, Interest Accrual Period and Determination Date for such
Distribution Date;
(ii) the Available Distribution Amount for the Distribution Date,
and any other
cash flows received on the Mortgage Loans and applied to pay fees
and expenses
(including the components of the Available Distribution Amount or
such other
cash flows); (iii) the aggregate amount of servicing fees, Special
Servicing
Fees, other special servicing compensation and Trustee Fees paid to
the Master
Servicers, the Special Servicer, the Trustee and the Paying Agent
with respect
to the Mortgage Pool and with respect to each Loan Group; (iv) the
amount of
other fees and expenses accrued and paid from the Trust Fund,
including without
limitation Advance reimbursement and interest on Advances, and
specifying the
purpose of such fees or expenses and the party receiving payment of
those
amounts, if applicable; (v) the amount, if any, of such
distributions to the
holders of each Class of Principal Balance Certificates applied to
reduce the
respective Certificate Balances thereof; (vi) the amount of such
distribution to
holders of each Class of Certificates allocable to (A) interest
accrued
(including Excess Interest) at the respective Pass-Through Rates,
less any Net
Aggregate Prepayment Interest Shortfalls and (B) Prepayment
Premiums or Yield
Maintenance Charges (including Prepayment Premiums or Yield
Maintenance Charges
distributed in respect of the Class A-MFL Regular Interest and paid
to the Swap
Counterparty); (vii) the amount of any shortfall in principal
distributions and
any shortfall in interest distributions to each applicable Class
of
Certificates; (viii) the amount of excess cash flow, if any
distributed to the
holder of the Residual Certificates; (ix) the Weighted Average
REMIC I Net
Mortgage Rate (and interest rates by distributional groups or
ranges) of the
Mortgage Loans as of the related Determination Date; (x) the number
of
outstanding Mortgage Loans and the aggregate Principal Balance and
Scheduled
Principal Balance of the Mortgage Loans at the close of business on
such
Determination Date, with respect to the Mortgage Pool and with
respect to each
Loan Group; (xi) the number and aggregate Scheduled Principal
Balance of
Mortgage Loans, with respect to the Mortgage Pool and with respect
to each Loan
Group (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
delinquent 90 or
more days, (D) as to which foreclosure proceedings have been
commenced, or (E)
as to which bankruptcy proceedings have been commenced; (xii) the
number and
related Principal Balances of any Mortgage Loans modified, extended
or waived on
a loan-by-loan basis since the previous Determination Date
(including a
description of any modifications, extensions or waivers to mortgage
loan terms,
fees, penalties or payments during the distribution period as
provided to the
Paying Agent); (xiii) with respect to any REO Property included in
the Trust,
the Principal Balance of the related Mortgage Loan as of the date
of acquisition
of the REO Property and the Scheduled Principal Balance thereof;
(xiv) as of the
related Determination Date (A) as to any REO Property sold during
the related
Collection Period, the date of the related determination by the
Special Servicer
that it has recovered all payments which it expects to be finally
recoverable
and the amount of the proceeds of such sale deposited into the
Certificate
Account, and (B) the aggregate amount of other revenues collected
by the Special
Servicer with respect to each REO Property during the related
Collection Period
and credited to the Certificate Account, in each case identifying
such REO
Property by the loan number of the related Mortgage Loan; (xv) the
Aggregate
Certificate Balance or Notional Amount, as the case may be, of each
Class of
Certificates before and after giving effect to the distribution
made on such
Distribution Date; (xvi) the aggregate amount of Principal
Prepayments made
during the related Collection Period with respect to the Mortgage
Pool and with
respect to each Loan Group; (xvii) the Pass-Through Rate applicable
to each
Class of Certificates for such Distribution Date; (xviii) the
amount of Unpaid
Interest, Realized Losses or Expense Losses, if any, incurred with
respect to
the Mortgage Loans, including a breakout by type of such Realized
Losses or
Expense Losses, with respect to the Mortgage Pool and with respect
to each Loan
Group; (xix) the aggregate amount of Servicing Advances and P&I
Advances
outstanding separately stated that have been made by the applicable
Master
Servicer, the Special Servicer and the Trustee, with respect to the
Mortgage
Pool and with respect to each Loan Group; (xx) the amount of any
Appraisal
Reductions effected during the related Collection Period on a
loan-by-loan basis
and the total Appraisal Reductions in effect as of such
Distribution Date, with
respect to the Mortgage Pool and with respect to each Loan Group;
(xxi) any
Material Breaches of Mortgage Loan representations and warranties
of which the
Trustee, any Master Servicer or any Special Servicer has received
written
notice; (xxii) material breaches of any covenants under this
Agreement of which
the Trustee, any Master Servicer or any Special Servicer has
received written
notice; (xxiii) if applicable to any transaction, information
regarding any
tests used for determining early amortization, liquidation or other
performance
trigger and whether the trigger was met; (xxiv) the amounts
received in respect
of the Class A-MFL Swap Contract or the amounts paid in respect
thereof and, if
any of such amounts are less than the full amount required to be
paid under the
Class A-MFL Swap Contract, the amount of the shortfall; (xxv) the
identification
of any Rating Agency Trigger Event or Swap Default as of the close
of business
on the last day of the immediately preceding calendar month with
respect to the
Class A-MFL Swap Contract (including, if applicable, the notice
required by
Section 6.12); (xxvi) the amount of any (1) payment by the Swap
Counterparty as
a termination payment, (2) payment to any successor interest rate
swap
counterparty to acquire a replacement interest rate swap agreement,
and (3)
collateral posted in connection with any Rating Agency Trigger
Event; and
(xxvii) the amount of and identification of any payments on the
Class A-MFL
Certificates in addition to the amount of principal and interest
due thereon,
such as any payment received in connection with the Class A-MFL
Swap Contract or
any payment of a Prepayment Premium after the termination of the
Class A-MFL
Swap Contract that is required to be distributed on the Class A-MFL
Certificates
pursuant to the terms of this Agreement and (xxviii) as determined
and/or
approved by the Depositor, any other information necessary to
satisfy the
requirements of Item 1121(a) of Regulation AB that can, in the
Paying Agent's
reasonable judgment, be included on the Monthly Certificateholders
Report
without undue difficulty. In the case of information furnished
pursuant to
subclauses (v), (vi) and (xv) above, the amounts shall be expressed
in the
aggregate and as a dollar amount per $1,000 of original principal
amount of the
Certificates for all Certificates of each applicable Class.
"Mortgage" means the mortgage, deed of trust or other
instrument
securing a Mortgage Note.
"Mortgage File" means the mortgage documents listed below:
(i) the original Mortgage Note bearing all intervening
endorsements,
endorsed
by an allonge attached thereto or endorsed in blank or endorsed
"Pay to
the order of Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley
Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-IQ12,
without recourse, representation or warranty" or if the
original
Mortgage Note is not included therein, then a lost note
affidavit
and
indemnity with a copy of the Mortgage Note attached thereto;
(ii) the original Mortgage, with evidence of recording thereon,
and,
if the
Mortgage was executed pursuant to a power of attorney, a
certified
true copy
of the power of attorney certified by the public recorder's
office,
with evidence of recording thereon (if recording is customary
in
the
jurisdiction in which such power of attorney was executed) or
certified
by a title insurance company or escrow company to be a true
copy
thereof;
provided that if such original Mortgage cannot be delivered
with
evidence
of recording thereon on or prior to the 90th day following the
Closing
Date because of a delay caused by the public recording office
where such
original Mortgage has been delivered for recordation or because
such
original Mortgage has been lost, the Depositor shall deliver or
cause
to be
delivered to the Trustee a true and correct copy of such
Mortgage,
together
with (A) in the case of a delay caused by the public recording
office, an
Officer's Certificate of the applicable Seller stating that
such
original Mortgage has been sent to the appropriate public
recording
official
for recordation or (B) in the case of an original Mortgage that
has been
lost after recordation, a certification by the appropriate
county
recording
office where such Mortgage is recorded that such copy is a true
and
complete copy of the original recorded Mortgage;
(iii) the originals of all agreements modifying a Money Term or
other
material modification, consolidation and extension agreements,
if
any, with,
if applicable, evidence of recording thereon (which are
reflected
in the Mortgage Loan Schedule), or if such original
modification, consolidation and extension agreements have been
delivered
to the
appropriate recording office for recordation and either have
not
yet been
returned on or prior to the 90th day following the Closing Date
with
evidence of recordation thereon or have been lost after
recordation,
true
copies of such modifications, consolidations and extensions
certified
by the
applicable Seller together with (A) in the case of a delay
caused
by the
public recording office, an Officer's Certificate of the
applicable
Seller
stating that such original modification, consolidation or
extension
agreement
has been dispatched or sent to the appropriate public recording
official
for recordation or (B) in the case of an original modification,
consolidation or extension agreement that has been lost after
recordation,
a
certification by the appropriate county recording office where
such
document
is recorded that such copy is a true and complete copy of the
original
recorded modification, consolidation or extension agreement,
and
the
originals of all assumption agreements, if any;
(iv) an original Assignment of Mortgage for each Mortgage Loan,
in
form and
substance acceptable for recording (except for recording
information not yet available if the instrument being recorded has
not
been
returned from the applicable recording office), signed by the
holder
of record
in blank or in favor of "Wells Fargo Bank, N.A., as Trustee for
Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-IQ12"; provided that, if the related
Mortgage
has been
recorded in the name of MERS or its designee, no related
Assignment
of Mortgage in favor of the Trustee will be required to be
recorded
or delivered and instead, the applicable Seller pursuant to the
applicable
Mortgage Loan Purchase Agreement shall take all actions as are
necessary
to cause the Trustee to be shown as, and shall deliver evidence
of any
such transfers to the Master Servicers and the Special
Servicer,
and the
Trustee shall take all actions necessary to confirm that it is
shown as,
the owner of the related Mortgage on the records of MERS for
purposes
of the system of recording transfers of beneficial ownership of
mortgages
maintained by MERS;
(v) originals of all intervening assignments of Mortgage, if
any,
with
evidence of recording thereon or, if such original assignments
of
Mortgage
have been delivered to the appropriate recorder's office for
recordation, certified true copies of such assignments of
Mortgage
certified
by the applicable Seller, or in the case of an original blanket
intervening assignment of Mortgage retained by the applicable
Seller, a
copy
thereof certified by the applicable Seller or, if any original
intervening assignment of Mortgage has not yet been returned on or
prior
to the
90th day following the Closing Date from the applicable
recording
office or
has been lost, a true and correct copy thereof, together with
(A) in the
case of a delay caused by the public recording office, an
Officer's
Certificate of the applicable Seller stating that such original
intervening assignment of Mortgage has been sent to the appropriate
public
recording
official for recordation or (B) in the case of an original
intervening assignment of Mortgage that has been lost after
recordation, a
certification by the appropriate county recording office where
such
assignment
is recorded that such copy is a true and complete copy of the
original
recorded intervening assignment of Mortgage;
(vi) if the related Assignment of Leases is separate from the
Mortgage,
the original of such Assignment of Leases with evidence of
recording
thereon or certified by a title insurance company or escrow
company to
be a true copy thereof; provided that or, if such Assignment of
Leases has
not been returned on or prior to the 90th day following the
Closing
Date because of a delay caused by the applicable public
recording
office
where such Assignment of Leases has been delivered for
recordation
or because
such original Assignment of Leases has been lost, the Seller
shall
deliver or cause to be delivered to the Trustee a true and
correct
copy of
such Assignment of Leases submitted for recording, together
with,
(A) in the
case of a delay caused by the public recording office, an
Officer's
Certificate (as defined below) of the Seller stating that such
Assignment
of Leases has been sent to the appropriate public recording
official
for recordation or (B) in the case of an original Assignment of
Leases
that has been lost after recordation, a certification by the
appropriate county recording office where such Assignment of Leases
is
recorded
that such copy is a true and complete copy of the original
recorded
Assignment of Leases, in each case together with an original
assignment
of such Assignment of Leases, in recordable form (except for
recording
information not yet available if the instrument being recorded
has not
been returned from the applicable recording office), signed by
the
holder of
record in favor of "Wells Fargo Bank, N.A., as Trustee for
Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-IQ12," which assignment may be effected
in the
related
Assignment of Mortgage; provided that, if the related
Assignment
of Leases
has been recorded in the name of MERS or its designee, no
Assignment
of Leases or assignment of Assignment of Leases in favor of the
Trustee
will be required to be recorded or delivered and instead, the
applicable
Seller pursuant to the applicable Mortgage Loan Purchase
Agreement
shall take all actions as are necessary to cause the Trustee to
be shown
as, and shall deliver evidence of any such transfers to the
Master
Servicers and the Special Servicer, and the Trustee shall take
all
actions
necessary to confirm that it is shown as, the owner of the
related
Assignment
of Leases on the records of MERS for purposes of the system of
recording
transfers of beneficial ownership of mortgages maintained by
MERS;
(vii) the original or a copy of each guaranty, if any,
constituting
additional
security for the repayment of such Mortgage Loan;
(viii) the original Title Insurance Policy, or in the event
such
original
Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to
provide
any of the
foregoing pursuant to binding escrow instructions executed by
the title
company or its authorized agent, with the original Title
Insurance
Policy to follow within 180 days of the Closing Date, or a copy
of any of
the foregoing certified by the title company with the original
Title
Insurance Policy to follow within 180 days of the Closing Date, or
a
preliminary title report with the original Title Insurance Policy
to
follow
within 180 days of the Closing Date;
(ix) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and
(B)
UCC-2 or
UCC-3 financing statements assigning such UCC financing
statements
to the Trustee executed and delivered in connection with the
Mortgage
Loan; provided that, if the related Mortgage Loan has been
recorded
in the name of MERS or its designee, no UCC, UCC-2 or UCC-3
financing
statement in favor of the Trustee will be required to be
recorded
or delivered and instead, the applicable Seller pursuant to the
applicable
Mortgage Loan Purchase Agreement shall take all actions as are
necessary
to cause the Trustee, on behalf of the Certificateholders, to
be
shown as,
and shall deliver evidence of any such transfers to the Master
Servicers
and the Special Servicer, and the Trustee shall take all
actions
necessary
to confirm that it is shown as, the secured party on the
related
UCC
financing statements on the records of MERS for purposes of the
system
of
recording transfers of beneficial ownership of mortgages maintained
by
MERS;
(x) copies
of the related ground lease(s), if any, related to any
Mortgage
Loan where the Mortgagor is the lessee under such ground lease
and there
is a lien in favor of the mortgagee in such lease;
(xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;
(xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other
than
letters of
credit representing tenant security deposits which have been
collaterally assigned to the lender), which shall be assigned
and
delivered
to the Trustee on behalf of the Trust with a copy to be held by
the
Primary Servicer (or the Master Servicer), and applied, drawn,
reduced
or
released in accordance with documents evidencing or securing
the
applicable
Mortgage Loan, this Agreement and the applicable Primary
Servicing
Agreement or, (B) the original of each letter of credit, if
any,
constituting additional collateral for such Mortgage Loan (other
than
letters of
credit representing tenant security deposits which have been
collaterally assigned to the lender), which shall be held by
the
applicable Primary
Servicer (or the applicable Master Servicer) on behalf
of the
Trustee and applied, drawn, reduced or released in accordance
with
documents
evidencing or securing the applicable Mortgage Loan, this
Agreement
and the applicable Primary Servicing Agreement (it being
understood
that each Seller has agreed (a) that the proceeds of such
letter of
credit belong to the Trust, (b) to notify, on or before the
Closing
Date, the bank issuing the letter of credit that the letter of
credit and
the proceeds thereof belong to the Trust, and to use reasonable
efforts to
obtain within 30 days (but in any event to obtain within 90
days)
following the Closing Date, an acknowledgement thereof by the
bank
(with a copy of
such acknowledgement to be sent to the Trustee) or a
reissued
letter of credit and (c) to indemnify the Trust for any
liabilities, charges, costs, fees or other expenses accruing from
the
failure of
the Seller to assign the letter of credit hereunder). In the
case of
clause (B) above, each Primary Servicer (and the General Master
Servicer)
acknowledges that any letter of credit held by it shall be held
in its
capacity as agent of the Trust, and if a Primary Servicer or a
Master
Servicer, as applicable, sells its rights to service the
applicable
Mortgage
Loan, the applicable Primary Servicer or a Master Servicer, as
applicable, will assign the applicable letter of credit to the
Trust or at
the
direction of the Special Servicer to such party as the Special
Servicer
may instruct, in each case, at the expense of the Primary
Servicer
or a Master Servicer, as applicable. The Primary Servicer (or
the
applicable
Master Servicer) shall indemnify the Trust for any loss caused
by the
ineffectiveness of such assignment;
(xiii) the original or a copy of the environmental indemnity
agreement,
if any, related to any Mortgage Loan;
(xiv) copies of third-party management agreements, if any, for
all
hotels and
for such other Mortgaged Properties securing Mortgage Loans
with a
Cut-Off Date Principal Balance equal to or greater than
$20,000,000;
(xv) the original of any Environmental Insurance Policy or if
the
original
is held by the related borrower, a copy thereof;
(xvi) a copy of any affidavit and indemnification agreement in
favor
of the
lender; and
(xvii) with respect to hospitality properties, a copy of any
franchise
agreement, franchise comfort letter and applicable assignment
or
transfer
documents.
"Mortgage Loan" means a Mortgage Note secured by a Mortgage, and
all
amendments and modifications thereof, identified on the Mortgage
Loan Schedule,
as amended from time to time, and conveyed, transferred, sold,
assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3.
Mortgage Loan
shall also include any Defeasance Loan, any REO Mortgage Loan and
for the
avoidance of doubt, each LaSalle Senior Mortgage Loan, the Jones
Road Shopping
Center Mortgage Loan and the Natick Mall Mortgage Loan (but not any
of the
related Serviced Companion Loans), unless the context requires
otherwise.
"Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan
Purchase
Agreement III, Mortgage Loan Purchase Agreement IV and Mortgage
Loan Purchase
Agreement V, as the case may be.
"Mortgage Loan Purchase Agreement I" means that certain
Mortgage
Loan Purchase Agreement between LaSalle Seller and the Depositor
dated as of
December 1, 2006 with respect to the LaSalle Seller Loans, a form
of which is
attached hereto as Exhibit K-1.
"Mortgage Loan Purchase Agreement II" means that certain
Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of
December 1,
2006 with respect to the MSMC Loans, a form of which is attached
hereto as
Exhibit K-2.
"Mortgage Loan Purchase Agreement III" means that certain
Mortgage
Loan Purchase Agreement between SunTrust and the Depositor dated as
of December
1, 2006 with respect to the SunTrust Loans, a form of which is
attached hereto
as Exhibit K-3.
"Mortgage Loan Purchase Agreement IV" means that certain
Mortgage
Loan Purchase Agreement between Prudential and the Depositor dated
as of
December 1, 2006 with respect to the Prudential Loans, a form of
which is
attached hereto as Exhibit K-4.
"Mortgage Loan Purchase Agreement V" means that certain
Mortgage
Loan Purchase Agreement between MM and the Depositor dated as of
December 1,
2006 with respect to the MM Loans, a form of which is attached
hereto as Exhibit
K-5.
"Mortgage Loan Schedule" or "Loan Schedule" means collectively
the
schedule attached hereto as Schedule I, which identifies each
LaSalle Seller
Loan, the schedule attached hereto as Schedule II, which identifies
each MSMC
Loan, the schedule attached hereto as Schedule III, which
identifies each
SunTrust Loan, the schedule attached hereto as Schedule IV, which
identifies
each Prudential Loan and the schedule attached hereto as Schedule
V, which
identifies each MM Loan, as such schedules may be amended from time
to time
pursuant to Section 2.3.
"Mortgage Note" means the note or other evidence of
indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
"Mortgage Pool" means all of the Mortgage Loans and any
successor
REO Mortgage Loans, collectively.
"Mortgage Rate" means, for a given Mortgage Loan or Serviced
Companion Loan, the per annum rate at which interest accrues on
such Mortgage
Loan or Serviced Companion Loan, as applicable.
"Mortgaged Property" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor
under the
related Mortgage Loan and, in the case of a Serviced Loan Group,
the related
Serviced Companion Loan.
"Mortgagee" means, with respect to any Mortgage as of any date
of
determination, the mortgagee named therein as of such date.
"Mortgagor" means the obligor on a Mortgage Note.
"MSMC" has the meaning assigned in the Preliminary Statement
hereto.
"MSMC Loans" means, collectively, those Mortgage Loans sold to
the
Depositor pursuant to the Mortgage Loan Purchase Agreement II and
shown on
Schedule II hereto.
"Natick Mall B Note" means the mortgage loan, which is not
included
in the Trust and subordinated in right of payment to the Natick
Mall Mortgage
Loan to the extent set forth in the Natick Mall Co-Lender
Agreement. The Natick
Mall B Note is not a "Mortgage Loan."
"Natick Mall C Note" means the mortgage loan, which is not
included
in the Trust and subordinated in right of payment to the Natick
Mall Mortgage
Loan and the Natick Mall B Note to the extent set forth in the
Natick Mall
Mortgage Loan Co-Lender Agreement.
The Natick Mall C Note is not a "Mortgage Loan."
"Natick Mall Co-Lender Agreement" means, with respect to the
Natick
Mall Mortgage Loan, the Natick Mall B Note and the Natick Mall C
Note, the
related co-lender agreement, by and among the holder of the Natick
Mall Mortgage
Loan, the holder of the Natick Mall B Note and the holder of the
Natick Mall C
Note relating to the relative rights of such holders, as the same
may be further
amended from time to time in accordance with the terms thereof.
"Natick Mall Directing Holder" means the holder of the Natick Mall
C
Note; unless at the time of determination, each of the following
conditions are
satisfied:
(i) (a)(1) the initial unpaid principal balance of the Natick Mall
C
Note as of
the relevant date of determination minus (2) the sum of (x) any
scheduled
payments or prepayments of principal allocated to, and received
on, the
Natick Mall C Note, (y) any Appraisal Reduction in effect as of
such date
of determination that has been allocated to the Natick Mall C
Note and
(z) any realized losses allocated to the Natick Mall C Note
pursuant
to the Natick Mall Co-Lender Agreement and/or this Agreement is
less than
(b) 50% of (1) the initial unpaid principal balance of the
Natick
Mall C Note less, (2) any scheduled payments or prepayments of
principal
allocated to, and received on, the Natick Mall C Note;
(ii) the Natick Mall B Note has not been paid in full,
then, the holder of the Natick Mall B Note shall be the Natick Mall
Directing
Holder; unless at the time of determination, each of the following
conditions
are satisfied:
(i) (a)(1) the initial unpaid principal balance of the Natick Mall
B
Note as of
the relevant date of determination minus (2) the sum of (x) any
scheduled
payments or prepayments of principal allocated to, and received
on, the
Natick Mall B Note, (y) any Appraisal Reduction in effect as of
such date
of determination that has been allocated to the Natick Mall B
Note and
(z) any realized losses allocated to the Natick Mall B Note
pursuant
to the Natick Mall Co-Lender Agreement and/or this Agreement is
less than
(b) 50% of (1) the initial unpaid principal balance of the
Natick
Mall B Note less, (2) any scheduled payments or prepayments of
principal
allocated to, and received on, the Natick Mall B Note; and
(ii) the Natick Mall Mortgage Loan has not been paid in full,
then,
the
Operating Adviser shall be the Natick Mall Directing Holder.
"Natick Mall Loan Group" means, collectively, the Natick Mall
Mortgage Loan and the Natick Mall Subordinate Notes.
"Natick Mall Mortgage Loan" means the mortgage loan designated
as
Mortgage Loan No. 25 on the Mortgage Loan Schedule.
"Natick Mall Subordinate Note" means the Natick Mall B Note or
the
Natick Mall C Note, individually or collectively, as
applicable.
"Net Aggregate Prepayment Interest Shortfall" means, for any
Distribution Date and each Master Servicer, the excess of all
Prepayment
Interest Shortfalls incurred in respect of all (or, where
specified, a portion)
of the Mortgage Loans serviced by such Master Servicer (including
Specially
Serviced Mortgage Loans) during any Collection Period over the sum
of (A) the
Compensating Interest to be paid by such Master Servicer (or any
Primary
Servicer or Sub-Servicer, if applicable according to the related
Primary
Servicing Agreement or Sub-Servicing Agreement) on such
Distribution Date and
(B) the aggregate Prepayment Interest Excesses during such
Collection Period for
such Master Servicer's Mortgage Loans (including Specially Serviced
Mortgage
Loans). Prepayment Interest Shortfalls and Prepayment Interest
Excesses will be
separately accounted for by each of the Master Servicers.
"New Lease" means any lease of any REO Property entered into on
behalf of the Trust, including any lease renewed or extended on
behalf of the
Trust if the Trust has the right to renegotiate the terms of such
lease.
"1933 Act" means the Securities Act of 1933, as amended.
"1934 Act" means the Securities Exchange Act of 1934, as
amended.
"1940 Act" means the Investment Company Act of 1940, as
amended.
"Non-Investment Grade Certificates" means each Class of
Certificates
other than a Residual Certificate or a Class EI Certificate that,
at the time of
determination, is not rated in one of the four highest generic
rating categories
by at least Fitch or S&P.
"Non-Registered Certificate" means unless and until registered
under
the Securities Act, any Class X, Class G, Class H, Class J, Class
K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, Class EI or
Residual
Certificate.
"Nondisqualification Opinion" means a written Opinion of Counsel
to
the effect that a contemplated action (i) will neither cause any
REMIC Pool to
fail to qualify as a REMIC at any time that any Certificates are
outstanding nor
cause a "prohibited transaction," "prohibited contribution" or any
other tax
(other than a tax on "net income from foreclosure property"
permitted to be
incurred under this Agreement) to be imposed on any REMIC Pool or
the Trust, and
(ii) will not cause the Class EI Grantor Trust or the Class A-MFL
Grantor Trust
to fail to qualify as a grantor trust.
"Noneconomic Residual Interest" means a residual interest that is
a
"noneconomic residual interest" within the meaning of Treasury
Regulations
Section 1.860E-1(c).
"Nonrecoverable Advance" means the portion of any Advance
(including
interest accrued thereon at the Advance Rate) or Unliquidated
Advance (not
including interest thereon) previously made (or, in the case of an
Unliquidated
Advance, not reimbursed to the Trust) or proposed to be made by a
Master
Servicer, the Special Servicer or the Trustee that, in its
respective sole
discretion, exercised in good faith and, with respect to such
Master Servicer
and the Special Servicer, in accordance with the Servicing
Standard, will not be
or, in the case of a current delinquency, would not be, ultimately
recoverable,
from Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or Purchase
Proceeds (or from any other collections) with respect to the
related Mortgage
Loan or REO Property (or, in the case of Servicing Advances (but
not P&I
Advances), the related Serviced Companion Loan), as evidenced by an
Officer's
Certificate delivered pursuant to Section 4.4. With respect to each
Mortgage
Loan that is cross-collateralized by Mortgaged Properties securing
other
Mortgage Loans, all of such Mortgaged Properties and other security
must be
considered in connection with any determination of whether an
Advance or
Unliquidated Advance is a Nonrecoverable Advance. Such Officer's
Certificate
shall be delivered to the Trustee (upon which the Trustee may
conclusively rely)
or to the Depositor (if the Trustee is delivering such Officer's
Certificate)
and (in either case) to the Special Servicer and the Paying Agent,
in the time
periods as specified in Section 4.4 and shall include the
information and
reports set forth in Section 4.4. Absent bad faith, the applicable
Master
Servicer's determination as to the nonrecoverability of any Advance
shall be
conclusive and binding on the Certificateholders (and, in the case
of a Serviced
Companion Loan, the holder of such Serviced Companion Loan) and
may, in all
cases, be relied on by the Trustee; provided, however, that the
Special Servicer
may, at its option, make a determination in accordance with the
Servicing
Standard that any P&I Advance or Servicing Advance, if made,
would be a
Nonrecoverable Advance and shall deliver to the Master Servicer and
the Trustee
notice of such determination. Any such determination shall be
conclusive and
binding on the applicable Master Servicer and the Trustee;
provided, however,
the Special Servicer shall have no such right to make an
affirmative
determination that any P&I Advance is or would be recoverable
and, in the
absence of a determination by the Special Servicer that such
Advance is or would
be a Nonrecoverable Advance, the decision that a P&I Advance is
recoverable
shall remain with the applicable Master Servicer or Trustee, as
applicable.
Absent bad faith, such determination by the Special Servicer shall
be conclusive
and binding on the Certificateholders (and, in the case of a
Serviced Companion
Loan, the holder of such Serviced Companion Loan), the Master
Servicer and the
Trustee. None of the Master Servicers, the Special Servicer or the
Trustee will
be obligated to make any Advance that, in its judgment in
accordance with the
Servicing Standard, would not ultimately be recoverable out of
collections on
the related Mortgage Loan. In making any nonrecoverability
determination as
described above, the relevant party shall be entitled (i) to
consider (among
other things) the obligations of the Mortgagor under the terms of
the Mortgage
Loan as it may have been modified, (ii) to consider (among other
things) the
related Mortgaged Properties in their "as is" then-current
conditions and
occupancies and such party's assumptions (consistent with the
Servicing Standard
in the case of the applicable Master Servicer or the Special
Servicer) regarding
the possibility and effects of future adverse change with respect
to such
Mortgaged Properties, (iii) to estimate and consider, consistent
with the
Servicing Standard in the case of the applicable Master Servicer or
the Special
Servicer (among other things), future expenses, (iv) to estimate
and consider,
consistent with the Servicing Standard in the case of the
applicable Master
Servicer or the Special Servicer (among other things), the timing
of recovery to
such party and (v) to consider the amount of any deferred Advances
outstanding.
In addition, the relevant party may, consistent with the Servicing
Standard in
the case of the applicable Master Servicer or the Special Servicer,
update or
change its nonrecoverability determinations at any time in
accordance with the
terms hereof and may, consistent with the Servicing Standard in the
case of the
applicable Master Servicer or the Special Servicer, obtain from the
Special
Servicer any analysis, appraisals or other information in the
possession of the
Special Servicer for such purposes.
"Notional Amount" means, as of any date of determination: (i)
with
respect to all of the Class X-1 Certificates as a Class, the Class
X-1 Notional
Amount as of such date of determination; (ii) with respect to any
Class X-1
Certificate, the product of the Percentage Interest evidenced by
such
Certificate and the Class X-1 Notional Amount as of such date of
determination;
(iii) with respect to all of the Class X-2 Certificates as a Class,
the Class
X-2 Notional Amount as of such date of determination; (iv) with
respect to any
Class X-2 Certificate, the product of the Percentage Interest
evidenced by such
Certificate and the Class X-2 Notional Amount as of such date of
determination.
(v) with respect to all of the Class X-W Certificates as a Class,
the Class X-W
Notional Amount as of such date of determination; and (vi) with
respect to any
Class X-W Certificate, the product of the Percentage Interest
evidenced by such
Certificate and the Class X-W Notional Amount as of such date of
determination.
"Officer's Certificate" means (v) in the case of the Depositor,
a
certificate signed by one or more of the Chairman of the Board, any
Vice
Chairman, the President, or any Senior Vice President, Vice
President or
Assistant Vice President, and by one or more of the Treasurer, any
Assistant
Treasurer, the Secretary or any Assistant Secretary of the
Depositor, or (w) in
the case of the applicable Master Servicer(s) and the Special
Servicer(s), any
of the officers referred to above or an employee thereof designated
as a
Servicing Officer or Special Servicing Officer pursuant to this
Agreement, (x)
in the case of the Trustee, a certificate signed by a Responsible
Officer, (y)
in the case of a Seller, a certificate signed by one or more of the
Chairman of
the Board, any Vice Chairman, any Managing Director or Director,
the President,
or any Executive Vice President; Senior Vice President, Second Vice
President,
Vice President or Assistant Vice President, any Treasurer, any
Assistant
Treasurer or any Secretary or Assistant Secretary or any other
authorized
signatory and (z) in the case of the Paying Agent, a certificate
signed by a
Responsible Officer, each with specific responsibilities for the
matters
contemplated by this Agreement.
"Operating Adviser" shall have the meaning specified in Section
9.37(a).
"Opinion of Counsel" means a written opinion of counsel addressed
to
the applicable Master Servicer (and/or any Primary Servicer acting
on behalf of
such Master Servicer), the Special Servicer, or the Trustee and the
Paying
Agent, as applicable, reasonably acceptable in form and substance
to such Master
Servicer (and/or any Primary Servicer acting on behalf of such
Master Servicer),
the Special Servicer, or the Trustee and the Paying Agent, as
applicable, and
who is not in-house counsel to the party required to deliver such
opinion but
who, in the good faith judgment of such Master Servicer (and/or any
Primary
Servicer acting on behalf of such Master Servicer), the Special
Servicer, or the
Trustee and the Paying Agent, as applicable, is Independent outside
counsel
knowledgeable of the issues occurring in the practice of
securitization with
respect to any such opinion of counsel concerning the taxation, or
status as a
REMIC for tax purposes, of any REMIC Pool or status as a "grantor
trust" under
the Grantor Trust Provisions of the Class EI Grantor Trust or the
Class A-MFL
Grantor Trust.
"Option" shall have the meaning specified in Section 9.36(a).
"Option Holder" shall have the meaning specified in Section
9.36(a).
"Option Purchase Price" shall have the meaning specified in
Section
9.36(b).
"Other Pooling and Servicing Agreement" means a pooling and
servicing agreement relating to a Serviced Companion Loan that
creates a
commercial mortgage securitization trust, as applicable.
"Other Securitization" means a Serviced Companion Loan is
deposited
into a different commercial mortgage securitization.
"OTS" shall mean the Office of Thrift Supervision or any
successor
thereto.
"Ownership Interest" means, 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" shall mean, (i) with respect to any Mortgage Loan
or
Specially Serviced Mortgage Loan as to which all or a portion of
the Scheduled
Payment (net of the related Master Servicing Fees, Excess Servicing
Fees,
Primary Servicing Fees and other servicing fees payable from such
Scheduled
Payment), other than a Balloon Payment or any default interest, due
during the
related Collection Period was not received by the applicable Master
Servicer as
of the related Determination Date (subject to Section 5.1(h)), the
portion of
such Scheduled Payment not received; (ii) with respect to any
Balloon Mortgage
Loan (including any REO Mortgage Loan which provided for a Balloon
Payment) as
to which a Balloon Payment was due or deemed due during or prior to
the related
Collection Period but was delinquent, in whole or in part, as of
the related
Determination Date, an amount equal to the excess, if any, of the
Assumed
Scheduled Payment (net of the related Master Servicing Fee, Excess
Servicing
Fees, Primary Servicing Fees and other master or primary servicing
fees payable
from such Assumed Scheduled Payment) for such Balloon Mortgage Loan
for the
related Collection Period, over any Late Collections received in
respect of such
Balloon Payment during such Collection Period; and (iii) with
respect to each
REO Property, an amount equal to the excess, if any, of the Assumed
Scheduled
Payment for the REO Mortgage Loan related to such REO Property
during the
related Collection Period, over remittances of REO Income to the
applicable
Master Servicer by the Special Servicer, reduced by any amounts
required to be
paid as taxes on such REO Income (including taxes imposed pursuant
to Section
860G(c) of the Code); provided, however, that the Scheduled Payment
or Assumed
Scheduled Payment for any Mortgage Loan or REO Mortgage Loan which
has been
modified shall be calculated based on its terms as modified and
provided,
further, that the interest portion amount of any P&I Advance
with respect to a
Mortgage Loan as to which there has been an Appraisal Reduction
shall be an
amount equal to the product of (i) the amount with respect to
interest required
to be advanced without giving effect to this proviso and (ii) a
fraction, the
numerator of which is the Scheduled Principal Balance of such
Mortgage Loan as
of the immediately preceding Determination Date less any Appraisal
Reduction
applicable to such Mortgage Loan (or, in the case of the LaSalle
Senior Mortgage
Loans, the Jones Road Shopping Center Mortgage Loan and the Natick
Mall Mortgage
Loan, after such Appraisal Reduction has been allocated to the
holders of the
applicable LaSalle B Note, Jones Road Shopping Center B Note or
Natick Mall
Subordinate Notes, as applicable) and the denominator of which is
the Scheduled
Principal Balance of such Mortgage Loan as of such Determination
Date.
"P&I Advance Amount" means the amount of the P&I Advance
computed
for any Distribution Date.
"Participant" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects
book-entry
transfers and pledges of securities deposited with the Clearing
Agency.
"Pass-Through Rate" or "Pass-Through Rates" means with respect
to
any Class of REMIC I Regular Interests, REMIC II Regular Interests,
REMIC
Regular Certificates, Class A-MFL Certificates or Class A-MFL
Regular Interest,
for the first Distribution Date, the rate set forth in the
Preliminary Statement
hereto. For any Distribution Date occurring thereafter, the
Pass-Through Rates
for (i) the REMIC I Regular Interests shall equal their respective
REMIC I Net
Mortgage Rates; (ii) the REMIC II Regular Interests shall equal the
Weighted
Average REMIC I Net Mortgage Rate; (iii) the Class A-1, Class A-1A,
Class A-2,
Class A-NM, Class A-3, Class A-AB, Class A-4 and Class M
Certificates shall
equal the fixed rates corresponding to such Classes set forth in
the Preliminary
Statement hereto; (iv) the Class A-MFL Certificates shall equal the
per annum
rate equal to LIBOR plus 0.180%, provided, however, that under the
circumstances
set forth in Section 6.12 regarding defaults or terminations under
the Class
A-MFL Swap Contract, the Pass-Through Rate of the Class A-MFL
Certificates shall
equal the Pass-Through Rate of the Class A-MFL Regular Interest
subject to
reduction in accordance with the Class A-MFL Swap Contract; (v) the
Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates
shall equal the fixed rates corresponding to such Classes set forth
in the
Preliminary Statement hereto, (vi) the Class J Certificates shall
equal a per
annum rate equal to the Weighted Average REMIC I Net Mortgage Rate
minus 0.095%
for such Distribution Date; (vii) the Class K Certificates shall
equal a per
annum rate equal to the Weighted Average REMIC I Net Mortgage Rate
for such
Distribution Date; (viii) the Class L, Class M, Class N, Class O,
Class P, Class
Q and Class S Certificates shall equal the fixed rates
corresponding to such
Classes set forth in the Preliminary Statement hereto; (ix) the
Class X-1
Certificates shall equal the per annum rate equal to the weighted
average of
Class X-1 Strip Rates for the 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); (x) the
Class X-2
Certificates shall equal the per annum rate equal to the weighted
average of the
Class X-2 Strip Rates for the respective Class X-2 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); (xi) the Class X-W Certificates shall equal the per annum
rate equal to
the weighted average of the Class X-W Strip Rates for the
respective Class X-W
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) ;and (xii) the Class A-MFL Regular Interest
shall equal
5.530% per annum.
"Paying Agent" means LaSalle Bank National Association, and any
successor or assign, as provided herein.
"Paying Agent's Website" has the meaning set forth in Section
5.4(a)
hereof.
"PCAOB" means the Public Company Accounting Oversight Board.
"Penalty Charges" means the default interest and/or late
payment
charges that are paid or payable, as the context may require, in
respect of any
Mortgage Loan or REO Mortgage Loan.
"Percentage Interest" means, with respect to each Class of
Certificates other than the Residual Certificates, the fraction of
such Class
evidenced by such Certificate, expressed as a percentage (carried
to four
decimal places and rounded, if necessary), the numerator of which
is the
Certificate Balance or Notional Amount, as applicable, represented
by such
Certificate determined as of the Closing Date (as stated on the
face of such
Certificate) and the denominator of which is the Aggregate
Certificate Balance
or Notional Amount, as applicable, of all of the Certificates of
such Class
determined as of the Closing Date. With respect to each Residual
Certificate,
the percentage interest in distributions (if any) to be made with
respect to the
relevant Class, as stated on the face of such Certificate.
"Performing Party" has the meaning set forth in Section 13.12.
"Permitted Mezzanine Loan Holder": With respect to any
mezzanine
loan, the related Seller or any other holder of a mezzanine loan
with respect to
which each Rating Agency has confirmed in writing to the Special
Servicer and
the Trustee that the holding of such mezzanine loan by such Person
would not
cause a qualification, downgrade or withdrawal of any of such
Rating Agency's
then-current ratings on the Certificates.
"Permitted Transferee" means any Transferee other than (i) a
Disqualified Organization, (ii) a United States Tax Person with
respect to whom
income from a Residual Certificate is attributable 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 Tax Person or
(iii) a United
States Tax Person treated as a partnership for federal income tax
purposes, any
partner of which, directly or indirectly (except through a U.S.
corporation), is
not (and is not required to be under the related partnership
agreement) a United
States Tax Person.
"Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Phase I Environmental Report" means a report by an Independent
Person who regularly conducts environmental site assessments in
accordance with
then current standards imposed by institutional commercial mortgage
lenders and
who has a reasonable amount of experience conducting such
assessments.
"Placement Agent" means Morgan Stanley & Co. Incorporated or
its
successor in interest.
"Plan" has the meaning set forth in Section 3.3(d).
"Preliminary Prospectus Supplement" has the meaning set forth in
the
Preliminary Statement hereto.
"Prepayment Interest Excess" means for any Distribution Date and
the
related Collection Period, during which a full or partial Principal
Prepayment
of a Mortgage Loan (including any payment of an unscheduled Balloon
Payment) is
made on or after the Due Date for such Mortgage Loan through and
including the
last day of the Collection Period (or, with respect to those
Mortgage Loans
listed on Schedule XIII, through and including the first Business
Day prior to
the Master Servicer Remittance Date), the amount of interest that
accrues on the
amount of such Principal Prepayment or Balloon Payment from such
Due Date to the
date such payment was made, plus (if made) any payment by the
related Mortgagor
of interest that would have accrued to the next succeeding Due Date
(net of the
amount of any Master Servicing Fee, the Primary Servicing Fees, the
Excess
Servicing Fees, the Special Servicing Fee and the Trustee Fee in
each case, to
the extent payable out of such collection of interest), to the
extent collected.
"Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's
interest on
any Mortgage Loan, by reason of a full or partial Principal
Prepayment
(including any payment of an unscheduled Balloon Payment) made
during any
Collection Period prior to the Due Date for such Mortgage Loan in
such
Collection Period (including any shortfall resulting from a payment
during the
grace period relating to such Due Date). The amount of any
Prepayment Interest
Shortfall shall equal the excess of (A) the aggregate amount of
interest which
would have accrued at the REMIC I Net Mortgage Rate on the
Scheduled Principal
Balance of such Mortgage Loan for the 30 days ending on such Due
Date if such
Principal Prepayment or Balloon Payment had not been made (net of
the Master
Servicing Fee, the Primary Servicing Fees, the Excess Servicing
Fees, the
Special Servicing Fee and the Trustee Fee).
"Prepayment Premium" means, with respect to any Mortgage Loan
or
Serviced Companion Loan for any Distribution Date, the prepayment
premiums or
percentage premiums, if any, received during a related Collection
Period in
connection with Principal Prepayments on such Mortgage Loan or
Serviced
Companion Loan, as applicable.
"Primary Collateral" means the portion of the Mortgaged
Property
securing the Repurchased Loan or Cross-Collateralized Loan, as
applicable, that
is encumbered by a first mortgage lien.
"Primary Servicers" means any of SunTrust Bank, Babson Capital
Management LLC and each of their respective permitted successors
and assigns.
"Primary Servicing Agreement" means, with respect to each
Primary
Servicer, the agreement between such Primary Servicer and the
General Master
Servicer, dated as of December 1, 2006, under which such Primary
Servicer
services the Mortgage Loans set forth on the schedule attached
thereto.
"Primary Servicing Fee" means, for each calendar month, as to
each
Mortgage Loan for which a Primary Servicing Fee is payable pursuant
to this
Agreement, the Primary Servicing Fee Rate multiplied by the
Scheduled Principal
Balance of such Mortgage Loan immediately before the Due Date
occurring in such
month, but prorated for the number of days during the calendar
month for such
Mortgage Loan for which interest actually accrues on such Mortgage
Loan and
payable only from collections on such Mortgage Loan.
"Primary Servicing Fee Rate" means, the rate per annum at which
the
monthly Primary Servicing Fee payable to the applicable Primary
Servicer (or the
applicable Master Servicer, as applicable) accrues, which rate is
the per annum
rate specified on the Mortgage Loan Schedule, as more specifically
described, in
the case of the Primary Servicers, in the applicable Primary
Servicing Agreement
(determined in the same manner (other than the rate of accrual) as
the
applicable Mortgage Rate is determined for such Mortgage Loan for
such month).
"Principal Balance" means, with respect to any Mortgage Loan,
Serviced Companion Loan or any REO Mortgage Loan, for purposes of
performing
calculations with respect to any Distribution Date, the principal
balance of
such Mortgage Loan (or Serviced Companion Loan, as applicable) or
the related
REO Mortgage Loan outstanding as of the Cut-Off Date after taking
into account
all principal and interest payments made or due prior to the
Cut-Off Date
(assuming, for any Mortgage Loan (or Serviced Companion Loan, as
applicable)
with a Cut-Off Date in December 2006 that is not December 1, 2006,
that
principal and interest payments for such month were paid on
December 1, 2006),
reduced (to not less than zero) by (i) any payments or other
collections of
amounts allocable to principal on such Mortgage Loan (or Serviced
Companion
Loan, as applicable) or any related REO Mortgage Loan that have
been collected
or received during any preceding Collection Period, other than any
Scheduled
Payments due in any subsequent Collection Period, and (ii) any
Realized
Principal Loss incurred in respect of such Mortgage Loan (or
Serviced Companion
Loan, as applicable) or related REO Mortgage Loan, in each case,
during any
related and preceding Collection Period.
"Principal Balance Certificates" means, collectively, the Class
A-1,
Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class
A-4, Class A-M,
Class A-MFL, 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
and Class S Certificates.
"Principal Distribution Amount" means, on any Distribution Date,
the
amount equal to the excess, if any, of (I) the sum of:
(A) the aggregate (without duplication) of the following
amounts
received
with respect to the Mortgage Loans: (i) the principal portion
of
all
Scheduled Payments (other than the principal portion of Balloon
Payments)
and any Assumed Scheduled Payments, in each case, to the extent
received or
advanced, as the case may be, in respect of the Mortgage Loans
and any
REO Mortgage Loans for their respective Due Dates occurring
during
the
related Collection Period; and (ii) all payments (including
Principal
Prepayments and the principal portion of Balloon Payments) and any
other
collections (including Liquidation Proceeds (other than the
portion
thereof,
if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds,
Insurance Proceeds, Purchase Proceeds and REO Income) received
on or in
respect of the Mortgage Loans during the related Collection
Period
that were identified and applied by the Master Servicer as
recoveries
of principal thereof;
(B) the aggregate amount of any collections received on or in
respect of
the Mortgage Loans that represents a delinquent amount as to
which an
Advance had been made, which Advance or interest thereon was
previously
reimbursed during the Collection Period for a prior
Distribution Date as part of a Workout-Delayed Reimbursement Amount
for
which a
deduction was made under clause (II)(A) below with respect to
such
Distribution Date (with respect to each such Mortgage Loan,
allocated
first to
the Loan Group Principal Distribution Amount related to the
Loan
Group that
does not include such Mortgage Loan, and then to the Loan Group
Principal
Distribution Amount related to the Loan Group that includes
such
Mortgage
Loan); and
(C) the aggregate amount of any collections identified and
applied
by the
applicable Master Servicer as recoveries of principal and
received
on or in
respect of the Mortgage Loans during the related Collection
Period
that, in each case, represents a recovery of an amount
previously
determined
(in a Collection Period for a prior Distribution Date) to have
been a
Nonrecoverable Advance and for which a deduction was made under
clause
(II)(B) below with respect to a prior Distribution Date (with
respect to
each such Mortgage Loan, allocated first to the Loan Group
Principal
Distribution Amount related to the Loan Group that does not
include
such Mortgage Loan, and then to the Loan Group Principal
Distribution Amount related to the Loan Group that includes such
Mortgage
Loan), and
which are applied pursuant to Section 6.6(c)(i); over
(II) the sum of (with respect to each such Mortgage Loan,
allocated
first to the Loan Group Principal Distribution Amount applicable to
such
Mortgage Loan, and then to the other Loan Group Principal
Distribution Amount):
(A) the aggregate amount of Workout-Delayed Reimbursement
Amounts
(and
Advance Interest thereon) that was reimbursed or paid during
the
related
Collection Period to one or more of the applicable Master
Servicer,
the Special Servicer and the Trustee from principal collections
on the
Mortgage Loans pursuant to subsection (iii) of Section
5.2(a)(II);
and
(B) the aggregate amount of Nonrecoverable Advances that was
reimbursed
or paid during the related Collection Period to one or more of
the Master
Servicer, the Special Servicer and the Trustee during the
related
Collection Period from principal collections on the Mortgage
Loans
pursuant
to subsection (iv) of Section 5.2(a)(II).
For purposes of the definition of "Principal Distribution
Amount,"
the Scheduled Payments and Principal Prepayments referred to in the
proviso in
Section 5.2(b) shall be deemed to have been collected in the prior
Collection
Period.
"Principal Prepayment" means any voluntary or involuntary payment
or
collection of principal on a Mortgage Loan (or Serviced Companion
Loan) which is
received or recovered in advance of its scheduled Due Date and
applied to reduce
the Principal Balance of the Mortgage Loan (or Serviced Companion
Loan, as
applicable) in advance of its scheduled Due Date, including,
without limitation,
all proceeds, to the extent allocable to principal, received from
the payment of
cash in connection with a substitution shortfall pursuant to
Section 2.3;
provided that the pledge by a Mortgagor of Defeasance Collateral
with respect to
a Defeasance Loan shall not be deemed to be a Principal
Prepayment.
"Private Placement Memorandum" means the Private Placement
Memorandum dated December 14, 2006, pursuant to which the Class
X-1, Class X-1,
Class X-W, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class
O, Class P, Class Q and Class S Certificates will be offered for
sale.
"Prohibited Party": A party that is a proposed Servicing
Function
Participant that a Master Servicer, the Special Servicer or the
Trustee, as
applicable, seeks to retain as a Servicing Function Participant and
as to which
the Master Servicers, the Special Servicer or the Trustee, as
applicable, has
actual knowledge that such proposed party on any prior date failed
to comply
with its Exchange Act or Regulation AB obligations with respect to
the Subject
Securitization Transaction or any other commercial mortgage
securitization. In
addition, a Prohibited Party shall be any Person identified in
writing
(delivered prior to the date of retention) by the Depositor to the
Master
Servicers, the Special Servicer or the Trustee, as applicable, that
seeks to
retain such Person as a Person which the Depositor has knowledge
that such party
on any prior date failed to comply with its Exchange Act or
Regulation AB
obligations with respect to the Subject Securitization Transaction
or any other
commercial mortgage securitization.
"Prospectus" has the meaning set forth in the Preliminary
Statement
hereto.
"Prudential" has the meaning assigned in the Preliminary
Statement
hereto.
"Prudential Loans" means, collectively, those Mortgage Loans sold
to
the Depositor pursuant to the Mortgage Loan Purchase Agreement IV
and shown on
Schedule IV hereto.
"Prudential Master Servicer" means Prudential Asset Resources,
Inc.
and its permitted successors or assigns.
"Prudential Master Servicer's Website" has the meaning set forth
in
Section 8.14 hereof.
"Prudential Trust Assets" means the Prudential Loans, any REO
Properties acquired by the Trust with respect to the Prudential
Loans and any
and all other related assets of the Trust.
"PTCE" has the meaning set forth in Section 3.3(d).
"Purchase Price" means, with respect to (i) the repurchase,
pursuant
to Article II of this Agreement, by the applicable Seller of a
Mortgage Loan
sold by such Seller, (ii) the determination of fair value of an REO
Mortgage
Loan with respect to a liquidation by the Special Servicer pursuant
to Section
9.15 or (iii) the determination of fair value of a Mortgage Loan
(or Serviced
Loan Group, as applicable) in connection with a purchase by the
Option Holder
pursuant to Section 9.36 under the circumstances described therein,
a price
equal to the sum of (A) 100% of the unpaid Principal Balance of
such Mortgage
Loan (or Serviced Loan Group, as applicable) (or, in each case,
deemed Principal
Balance, in the case of an REO Mortgage Loan), plus (B) accrued but
unpaid
interest thereon calculated at the Mortgage Rate to and including,
the Due Date
in the Collection Period in which such purchase or liquidation
occurs, plus (C)
the amount of any expenses related to such Mortgage Loan (or
Serviced Loan
Group, as applicable) or the related REO Property (including any
Servicing
Advances and Advance Interest (which have not been paid by the
Mortgagor or out
of Late Fees or default interest paid by the related Mortgagor on
the related
Mortgage Loan (or Serviced Loan Group, as applicable)) and all
unpaid Special
Servicing Fees and Liquidation Fees paid or payable with respect to
the Mortgage
Loan (or Serviced Loan Group, as applicable) that are reimbursable
or payable to
the applicable Master Servicer, the Special Servicer, the Paying
Agent or the
Trustee, plus (D) if such Mortgage Loan or REO Mortgage Loan is
being
repurchased or substituted for by a Seller pursuant to the related
Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be
incurred by the
Primary Servicer, the applicable Master Servicer, the Special
Servicer, the
Depositor, the Paying Agent or the Trustee in respect of the
Material Breach or
Material Document Defect giving rise to the repurchase or
substitution
obligation (and that are not otherwise included in (C) above).
"Purchase Proceeds" means any cash amounts received by the
applicable Master Servicer in connection with: (i) the repurchase
of a Mortgage
Loan or an REO Mortgage Loan by a Seller pursuant to Section 2.3,
(ii) the
purchase by the Option Holder of a Mortgage Loan pursuant to
Section 9.36; (iii)
the purchase of the Mortgage Loans and REO Properties by the
Depositor, the
applicable Master Servicer, the Special Servicer or the holders of
the Class R-I
Certificates pursuant to Section 10.1(b); (iv) the purchase of the
Natick Mall
Mortgage Loan by the holder of a Natick Mall Subordinate Note; (v)
the purchase
of a LaSalle Senior Mortgage Loan by the holder of the applicable
LaSalle B
Note; (vi) the purchase of the Jones Road Shopping Center Mortgage
Loan by the
holder of the Jones Road Shopping Center B Note or (vii) if
applicable, the
purchase of a Mortgage Loan by a holder of a mezzanine loan under
the related
mezzanine intercreditor agreement.
"Qualified Bidder" means as used in section 8.29(c), a Person
qualified to act as successor Master Servicer hereunder pursuant to
Section
8.22(b) (including the requirement set forth in Section 8.22(b)
that Rating
Agency Confirmation shall have been obtained from each Rating
Agency with
respect to such Person).
"Qualified Institutional Buyer" means a qualified institutional
buyer qualifying pursuant to Rule 144A.
"Qualified Insurer" means, (i) with respect to any Mortgage Loan
or
Serviced Companion Loan, an insurance company duly qualified as
such under the
laws of the state in which the related Mortgaged Property is
located, duly
authorized and licensed in such state to transact the applicable
insurance
business and to write the insurance, but in no event rated lower
than "A" by
Fitch, or if not so rated by Fitch, then Fitch has issued a Rating
Agency
Confirmation, and "A" by S&P, or if not so rated by S&P,
then S&P has issued a
Rating Agency Confirmation, and (ii) with respect to the Servicer
Errors and
Omissions Insurance Policy or Servicer Fidelity Bond an insurance
company that
has a claim paying ability no lower than "A" by S&P if rated by
S&P, or if not
so rated by S&P, then A:IX by A. M. Best or S&P has issued
a Rating Agency
Confirmation and "A" by Fitch (or if such company is not rated by
Fitch, is
rated at least A:IX by A.M. Best's Key Rating Guide) or (iii) in
either case, a
company not satisfying clause (i) or (ii) but with respect to which
Rating
Agency Confirmation is obtained from Fitch and S&P. "Qualified
Insurer" shall
also mean any entity that satisfies all of the criteria, other than
the ratings
criteria, set forth in one of the foregoing clauses and whose
obligations under
the related insurance policy are guaranteed or backed by an entity
that
satisfies the ratings criteria set forth in such clause (construed
as if such
entity were an insurance company referred to therein).
"Qualifying Substitute Mortgage Loan" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
Loan which, on
the date of substitution, (i) has an outstanding principal balance,
after
deduction of the principal portion of the Scheduled Payment due in
the month of
substitution, not in excess of the Principal Balance of the Deleted
Mortgage
Loan; provided, however, that, to the extent that the principal
balance of such
Mortgage Loan is less than the Principal Balance of the Deleted
Mortgage Loan,
then such differential in principal amount, together with interest
thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to
which
interest was last paid through the last day of the month in which
such
substitution occurs, shall be paid by the party effecting such
substitution to
the applicable Master Servicer for deposit into the applicable
Certificate
Account, and shall be treated as a Principal Prepayment hereunder;
(ii) is
accruing interest at a rate of interest at least equal to that of
the Deleted
Mortgage Loan; (iii) has a remaining term to stated maturity not
greater than,
and not more than two years less than, that of the Deleted Mortgage
Loan; (iv)
has (A) an original Loan-to-Value Ratio not higher than the lesser
of (x) the
current Loan-to-Value Ratio of the Deleted Mortgage Loan and (y)
75.0% and (B)
has a current Debt Service Coverage Ratio equal to the greater of
(x) the
current Debt Service Coverage Ratio of the Deleted Mortgage Loan
and (y) 1.25x;
(v) will comply with all of the representations and warranties
relating to
Mortgage Loans set forth herein, as of the date of substitution;
(vi) has a
Phase I Environmental Report relating to the related Mortgaged
Property in the
related Mortgage File and such Phase I Environmental Report does
not, in the
good faith reasonable judgment of the Special Servicer, exercised
in a manner
consistent with the Servicing Standard, raise material issues that
have not been
adequately addressed; (vii) has an engineering report relating to
the related
Mortgaged Property in its Mortgage Files and such engineering
report does not,
in the good faith reasonable judgment of the Special Servicer,
exercised in a
manner consistent with the Servicing Standard, raise material
issues that have
not been adequately addressed; and (viii) as to which the Trustee
and the Paying
Agent have received an Opinion of Counsel, at the related Seller's
expense, that
such Mortgage Loan is a "qualified replacement mortgage" within the
meaning of
Section 860G(a)(4) of the Code; provided that no Mortgage Loan may
have a
Maturity Date after the date three years prior to the Final Rated
Distribution
Date, and provided, further, that no such Mortgage Loan shall be
substituted for
a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained, and
provided, further, that no such Mortgage Loan shall be substituted
for a Deleted
Mortgage Loan unless the Operating Adviser shall have approved of
such
substitution (provided, however, that such approval of the
Operating Adviser may
not be unreasonably withheld). In the event that either one
mortgage loan is
substituted for more than one Deleted Mortgage Loan or more than
one mortgage
loan is substituted for one or more Deleted Mortgage Loans, then
(A) the
Principal Balance referred to in clause (i) above shall be
determined on the
basis of aggregate Principal Balances and (B) the rates referred to
in clause
(i) above and the remaining term to stated maturity referred to in
clause (ii)
above shall be determined on a weighted average basis; provided,
however, that
no individual interest rate, minus the Administrative Cost Rate,
shall be lower
than the highest Pass-Through Rate of any Class of Principal
Balance
Certificates then outstanding having a fixed rate. Whenever a
Qualifying
Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan
pursuant to
this Agreement, the party effecting such substitution shall certify
that such
Mortgage Loan meets all of the requirements of this definition and
shall send
such certification to the Paying Agent, which shall deliver a copy
of such
certification to the Master Servicers, the Special Servicer, the
Trustee and the
Operating Adviser promptly, and in any event within five Business
Days following
the Paying Agent's receipt of such certification.
"Rating Agencies" means Fitch and S&P.
"Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating
Agency as is
specified herein) that a proposed action, failure to act, or other
event
specified herein will not in and of itself result in the
withdrawal, downgrade,
or qualification, as applicable, of the then-current rating
assigned by such
Rating Agency to any Class of Certificates then rated by such
Rating Agency;
provided that, with respect to any matter affecting a Serviced
Companion Loan,
such confirmation shall also refer to the nationally recognized
statistical
rating organizations then rating the securities representing an
interest in such
loan and such rating organizations' respective ratings of such
securities.
"Rating Agency Trigger Event" means if the Swap Counterparty
Guarantor's long-term rating is not at least "A-" by Fitch or "A"
by S&P.
"Realized Interest Loss" means, with respect to each Mortgage
Loan
(i) in the case of a Liquidation Realized Loss, the portion of any
Liquidation
Realized Loss that exceeds the Realized Principal Loss on the
related Mortgage
Loan, (ii) in the case of a Bankruptcy Loss, the portion of such
Realized Loss
attributable to accrued interest on the related Mortgage Loan,
(iii) in the case
of an Expense Loss, an Expense Loss resulting in any period from
the payment of
the Special Servicing Fee and any Expense Losses set forth in the
last sentence
of the definition of "Realized Principal Loss" or (iv) in the case
of a
Modification Loss, a Modification Loss described in clause (iii) of
the
definition thereof.
"Realized Loss" means a Liquidation Realized Loss, a
Modification
Loss, a Bankruptcy Loss or an Expense Loss with respect to a
Mortgage Loan.
Realized Losses on a Mortgage Loan are allocated first to the
Principal Balance
of, and then to interest on such Mortgage Loan.
"Realized Principal Loss" means, with respect to each Mortgage
Loan,
(i) in the case of a Liquidation Realized Loss, the amount of such
Realized
Loss, to the extent that it does not exceed the Principal Balance
of the
Mortgage Loan (or deemed Principal Balance, in the case of REO
Property), (ii)
in the case of a Modification Loss, the amount of such Modification
Loss
described in clause (i) of the definition thereof, (iii) in the
case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to
the reduction
in the Principal Balance of the related Mortgage Loan, (iv) in the
case of an
Expense Loss, the portion thereof not treated as a Realized
Interest Loss and
(v) the amounts in respect thereof that are withdrawn from the
Certificate
Account pursuant to Section 6.6(b)(i). Notwithstanding clause (iv)
of the
preceding sentence, to the extent that Expense Losses (exclusive of
Expense
Losses resulting from payment of the Special Servicing Fee) exceed
amounts with
respect to a Mortgage Loan that were identified as allocable to
principal, such
excess shall be treated as a Realized Interest Loss.
"Record Date" means, for each Distribution Date, (i) with respect
to
each Class of Certificates other than the Class A-MFL Certificates,
the close of
business on the last Business Day of the month immediately
preceding the month
in which such Distribution Date occurs and (ii) with respect to the
Class A-MFL
Certificates, subject to Section 6.12, the Business Day immediately
preceding
the related Distribution Date.
"Recoveries" means, as of any Distribution Date, any amounts
recovered with respect to a Mortgage Loan, Serviced Companion Loan
or REO
Property following the period in which a Final Recovery
Determination occurs
plus other amounts defined as "Recoveries" herein.
"Regulation AB" means 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 S" means Regulation S under the 1933 Act.
"Regulation S Certificate" means a written certification
substantially in the form set forth in Exhibit F hereto certifying
that a
beneficial owner of an interest in a Regulation S Temporary Global
Certificate
is not a U.S. Person (as defined in Regulation S).
"Regulation S Global Certificates" means the Regulation S
Permanent
Global Certificates together with the Regulation S Temporary
Global
Certificates.
"Regulation S Permanent Global Certificate" means any single
permanent global Certificate, in definitive, fully registered form
without
interest coupons received in exchange for a Regulation S Temporary
Global
Certificate.
"Regulation S Temporary Global Certificate" means, with respect
to
any Class of Certificates offered and sold outside of the United
States in
reliance on Regulation S, a single temporary global Certificate, in
definitive,
fully registered form without interest coupons.
"Rehabilitated Mortgage Loan" means any Specially Serviced
Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments
have been
made (in the case of any such Mortgage Loan or Serviced Loan Group,
as
applicable, that was modified, based on the modified terms), or a
complete
defeasance shall have occurred, (ii) no other Servicing Transfer
Event has
occurred and is continuing (or with respect to determining whether
a Required
Appraisal Loan is a Rehabilitated Mortgage Loan for applying
Appraisal
Reductions, no other Appraisal Event has occurred and is
continuing) and (iii)
one of the following statements is true with respect to any cost
incurred as a
result of the occurrence of the Servicing Transfer Event: (a) the
cost has been
reimbursed to the Trust, (b) the Mortgagor's obligation to pay the
cost has been
forgiven, (c) the Mortgagor has agreed in writing to reimburse such
costs or (d)
the cost represents an amount that has been the subject of an
Advance made with
respect to the Mortgage Loan following default, the mortgage loan
has been
worked out under terms that do not provide for the repayment of
such Advance in
full upon the execution of the workout arrangement but the
Mortgagor is
nonetheless obligated under the terms of the workout arrangement to
reimburse
such Advance in the future. None of the LaSalle Senior Mortgage
Loans, LaSalle B
Notes, Jones Road Shopping Center Mortgage Loan, Jones Road
Shopping Center B
Note, Natick Mall Mortgage Loan or Natick Mall Subordinate Notes
will constitute
a Rehabilitated Mortgage Loan unless the entire related Serviced
Loan Group
constitutes a Rehabilitated Mortgage Loan.
"Release Date" means the date 40 days after the later of (i)
the
commencement of the offering of the Certificates and (ii) the
Closing Date.
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to each Reporting Servicer (as set forth, with respect
to the Master
Servicers, the Special Servicer, any Primary Servicer and the
Trustee, on
Schedule XVI attached hereto). For clarification purposes, multiple
Reporting
Servicers can have responsibility for the same Relevant Servicing
Criteria and
some of the Servicing Criteria will not be applicable to certain
Reporting
Servicers. With respect to a Servicing Function Participant engaged
by the
Trustee, the Master Servicers, the Special Servicer, any Primary
Servicer or any
Reporting Sub-Servicer, the term "Relevant Servicing Criteria" may
refer to a
portion of the Relevant Servicing Criteria applicable to the
Trustee, the Master
Servicers, the Special Servicer, any Primary Servicer or such
Reporting
Sub-Servicer.
"REMIC" means a real estate mortgage investment conduit within
the
meaning of Section 860D of the Code.
"REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon),
such amounts
related thereto as shall from time to time be held in the
Certificate Accounts,
the Interest Reserve Accounts, the Reserve Account and the
Distribution Account
(other than the portion thereof constituting Excess Interest
Sub-account or
funds held with respect to REMIC II or REMIC III or the Class A-MFL
Floating
Rate Account), the related Insurance Policies (other than the
interest of the
holder of a Serviced Companion Loan therein) and any related REO
Properties
(other than the interest of the holder of a Serviced Companion Loan
therein),
for which a REMIC election has been made pursuant to Section
12.1(a) hereof. No
Serviced Companion Loan or any amounts payable thereon shall
constitute an asset
of the Trust or any REMIC Pool formed hereunder.
"REMIC I Interests" means, collectively, the REMIC I Regular
Interests and the Class R-I Certificates.
"REMIC I Net Mortgage Rate" means, with respect to any
Distribution
Date and any REMIC I Regular Interest, a rate per annum equal to
the Adjusted
Mortgage Rate for the related Mortgage Loan for such Distribution
Date (based on
the Mortgage Rate thereof (without taking into account any increase
therein
after the Anticipated Repayment Date in respect of an ARD Loan or
any default
interest rate), as of the Cut-Off Date and without regard to any
modification,
waiver or amendment of the terms thereof following the Cut-Off
Date).
"REMIC I Regular Interests" means, collectively, the
uncertificated
interests designated as "regular interests" in REMIC I, which shall
consist of,
with respect to each Mortgage Loan, an interest having an initial
Certificate
Balance equal to the Cut-Off Date Scheduled Principal Balance of
such Mortgage
Loan, and which has a Pass-Through Rate equal to the REMIC I Net
Mortgage Rate
of such Mortgage Loan.
"REMIC II" means the segregated pool of assets consisting of
the
REMIC I Regular Interests and related amounts in the Distribution
Account for
which a REMIC election has been made pursuant to Section 12.1(a)
hereof.
"REMIC II Interests" means, collectively, the REMIC II Regular
Interests and the Class R-II Certificates.
"REMIC II Regular Interest A-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-3" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-4" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-5" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-6" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-1A-7" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-2-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-2-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-3-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-3-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-4-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-4-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-4-3" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-4-4" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-AB-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-AB-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-J" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-M" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest A-MFL" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having a Certificate Balance equal to the Aggregate
Certificate Balance
of the Class A-MFL Certificates, and which has a Pass-Through Rate
equal to the
Weighted Average REMIC I Net Mortgage Rate.
"REMIC II Regular Interest A-NM" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest C-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest C-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest D-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest D-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest E" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest F-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest F-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest G-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest G-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest H" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest J-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest J-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest K" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest L" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest N-1" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest N-2" means the uncertificated
interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest O" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having an initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest P" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest Q" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interest S" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist
of an
interest having initial Certificate Balance as set forth in the
Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC
I Net Mortgage Rate.
"REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1, REMIC II Regular Interest A-1A-1, REMIC II
Regular
Interest A-1A-2, REMIC II Regular Interest A-1A-3, REMIC II Regular
Interest
A-1A-4, REMIC II Regular Interest A-1A-5, REMIC II Regular Interest
A-1A-6,
REMIC II Regular Interest A-1A-7, REMIC II Regular Interest A-2-1,
REMIC II
Regular Interest A-2-2, REMIC II Regular Interest A-NM, REMIC II
Regular
Interest A-3-1, REMIC II Regular Interest A-3-2, REMIC II Regular
Interest
A-AB-1, REMIC II Regular Interest A-AB-2, REMIC II Regular Interest
A-4-1, REMIC
II Regular Interest A-4-2, REMIC II Regular Interest A-4-3, REMIC
II Regular
Interest A-4-4, REMIC II Regular Interest A-M, REMIC II Regular
Interest A-MFL,
REMIC II Regular Interest A-J, REMIC II Regular Interest B, REMIC
II Regular
Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular
Interest D-1,
REMIC II Regular Interest D-2, REMIC II Regular Interest E, REMIC
II Regular
Interest F-1, REMIC II Regular Interest F-2, REMIC II Regular
Interest G-1,
REMIC II Regular Interest G-2, REMIC II Regular Interest H, REMIC
II Regular
Interest J-1, REMIC II Regular Interest J-2, REMIC II Regular
Interest K, REMIC
II Regular Interest L, REMIC II Regular Interest M, REMIC II
Regular Interest
N-1, REMIC II Regular Interest N-2, REMIC II Regular Interest O,
REMIC II
Regular Interest P, REMIC II Regular Interest Q and REMIC II
Regular Interest S.
"REMIC III" means the segregated pool of assets consisting of
the
REMIC II Regular Interests and related amounts in the Distribution
Account for
which a REMIC election has been made pursuant to Section 12.1(a)
hereof.
"REMIC III Certificates" has the meaning set forth in the
Preliminary Statement hereto.
"REMIC Pool" means each of the three segregated pools of assets
designated as a REMIC pursuant to Section 12.1(b) hereof.
"REMIC Provisions" means the provisions of the federal income
tax
law relating to real estate mortgage investment conduits, which
appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the
Code, and related
provisions, and final, temporary and proposed regulations and
rulings
promulgated thereunder, as the foregoing may be in effect from time
to time and
taking account, as appropriate, of any proposed legislation or
regulations
which, as proposed, would have an effective date prior to enactment
or
promulgation thereof.
"REMIC Regular Certificates" means, collectively, the Class
A-1,
Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class
A-4, Class A-M,
Class A-J, Class X-1, Class X-2, Class X-W, 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 and Class S Certificates.
"Rent Loss Policy" means a policy of insurance generally
insuring
against loss of income or rent resulting from hazards or acts of
God.
"Rents from Real Property" means, with respect to any REO
Property,
income of the character described in Section 856(d) of the
Code.
"REO Account" shall have the meaning set forth in Section
9.14(a)
hereof.
"REO Disposition" means the receipt by the Master Servicer or
the
Special Servicer of Liquidation Proceeds and other payments and
recoveries
(including proceeds of a final sale) from the sale or other
disposition of REO
Property.
"REO Income" means, with respect to any REO Property (other than
REO
Property that was security for a Serviced Loan Group), except as
set forth
below, all income received in connection with such REO Property
during such
period less any operating expenses, utilities, real estate taxes,
management
fees, insurance premiums, expenses for maintenance and repairs and
any other
capital expenses directly related to such REO Property paid during
such period.
With respect to REO Property that was security for a Serviced Loan
Group, only
the portion of such amounts payable to the holder of each LaSalle
Senior
Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or the
Natick Mall
Mortgage Loan, as applicable, shall be included in REO Income.
"REO Mortgage Loan" means a Mortgage Loan, as to which the
related
Mortgaged Property is an REO Property.
"REO
Property" means a Mortgaged Property (or the Trust's interest
therein, if the Mortgaged Property securing a Loan Group or
Serviced Loan Group
has been acquired by the Trust) acquired by the Trust through
foreclosure,
deed-in-lieu of foreclosure, abandonment or reclamation from
bankruptcy in
connection with a Defaulted Mortgage Loan or otherwise treated as
foreclosure
property under the REMIC Provisions.
"Report Date" means the close of business on the third Business
Day
before the related Distribution Date.
"Reporting Servicer" means the Master Servicers, the Special
Servicer, any Primary Servicer, each Reporting Sub-Servicer, the
Trustee, the
Paying Agent and any Additional Servicer, as the case may be.
"Reporting Sub-Servicer" means any Person that (i) is a
Servicing
Function Participant, (ii) Services the assets of the Trust on
behalf of (a) the
Trust, (b) the Trustee, (c) the Paying Agent, (d) the Master
Servicers, (e) the
Special Servicer, (f) any Additional Servicer or (g) any other
Person that
otherwise constitutes a "Sub-Servicer," and (iii) is responsible
for the
performance (whether directly or through sub-servicers or
Subcontractors) of
Servicing functions that are required to be performed by the
Trustee, the Paying
Agent, the Master Servicers, the Special Servicer or any Additional
Servicer
under this Agreement or any sub-servicing agreement and are
identified in Item
1122(d) of Regulation AB. For clarification purposes, any Primary
Servicer is a
Reporting Sub-Servicer.
"Repurchased Loan" has the meaning set forth in Section 2.3(a)
hereof.
"Request for Release" means a request for release of certain
documents relating to the Mortgage Loans, a form of which is
attached hereto as
Exhibit C.
"Required Appraisal Loan" means any Mortgage Loan (or Serviced
Loan
Group) as to which an Appraisal Event has occurred. A Mortgage Loan
(or Serviced
Loan Group) will cease to be a Required Appraisal Loan at such time
as it is a
Rehabilitated Mortgage Loan.
"Reserve Account" shall mean the Reserve Account maintained by
the
Paying Agent in accordance with the provisions of Section 5.3,
which shall be an
Eligible Account, which may be a sub-account of the Distribution
Account.
"Residual Certificates" means, with respect to REMIC I, the
Class
R-I Certificates; with respect to REMIC II, the Class R-II
Certificates; and
with respect to REMIC III, the Class R-III Certificates.
"Responsible Officer" means, when used with respect to the
initial
Trustee or Paying Agent, any officer assigned to (i) in the case of
the Paying
Agent, the Global Securities and Trust Services or (ii) in the case
of the
Trustee, Corporate Trust Services, in each case of clauses (i) and
(ii), with
specific responsibilities for the matters contemplated by this
Agreement and
when used with respect to any successor Trustee or Paying Agent,
any Vice
President, Assistant Vice President, corporate trust officer or any
assistant
corporate trust officer or Persons performing similar roles on
behalf of the
Trustee or the Paying Agent, as the case may be.
"Restricted Servicer Reports" means, collectively, to the extent
not
filed with the Commission, the CMSA Servicer Watch List, the CMSA
Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA
Financial
File and the CMSA Comparative Financial Status Report.
"Reverse Sequential Order" means sequentially to the Class S,
Class
Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J,
Class H, Class
G, Class F, Class E, Class D, Class C, Class B and Class A-J, and
then to the
Class A-M Certificates and Class A-MFL Regular Interest pro rata,
and finally to
the Class X-1, Class A-1, Class X-2, Class X-W, Class A-1A, Class
A-2, Class
A-NM, Class A-3, Class A-AB and Class A-4 Certificates on a pro
rata basis, as
described herein.
"Rule 144A" means Rule 144A under the 1933 Act.
"Rule 144A IAI Global Certificate" means, with respect to any
Class
of Certificates offered and sold in reliance on Rule 144A or to
certain
Institutional Accredited Investors, a single, permanent global
Certificate, in
definitive, fully registered form without interest coupons.
"S&P" means Standard & Poor's Ratings Services, a division
of The
McGraw-Hill Companies, Inc. or its successor in interest.
"Sarbanes-Oxley Act" means 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" has the meaning set forth in
Section
13.6.
"Scheduled Payment" means each scheduled payment of principal
of,
and/or interest on, a Mortgage Loan or Serviced Companion Loan
required to be
paid on its Due Date by the Mortgagor in accordance with the terms
of the
related Mortgage Note (excluding all amounts of principal and
interest which
were due on or before the Cut-Off Date, whenever received, and
taking account of
any modifications thereof and the effects of any Debt Service
Reduction Amounts
and Deficient Valuation Amounts).
"Scheduled Principal Balance" means, with respect to any
Mortgage
Loan, Serviced Companion Loan or any REO Mortgage Loan, for
purposes of
performing calculations with respect to any Distribution Date, the
Principal
Balance thereof minus the aggregate amount of any P&I Advances
of principal
previously made with respect to such Mortgage Loan, Serviced
Companion Loan or
such REO Mortgage Loan.
"Securities Act" means the Securities Act of 1933, as amended,
and
the rules and regulations thereunder.
"Seller" means LaSalle Seller, MSMC, SunTrust, Prudential or MM,
as
the case may be.
"Seller Sub-Servicer": A Sub-Servicer or Additional Servicer
required to be retained by a Master Servicer or the Special
Servicer, as
applicable, by a Seller, as listed on Schedule XX hereto.
"Senior Mortgage Loan" means, individually or collectively,
each
LaSalle Senior Mortgage Loan, the Jones Road Shopping Center
Mortgage Loan or
the Natick Mall Mortgage Loan, as applicable.
"Service(s)(ing)" means, in accordance with Regulation AB, the
act
of servicing and administering the Mortgage Loans or any other
assets of the
Trust by an entity that meets the definition of "servicer" set
forth in Item
1101 of Regulation AB and is subject to the disclosure requirements
set forth in
Item 1108 of Regulation AB. For clarification purposes, any
uncapitalized
occurrence of this term shall have the meaning commonly understood
by
participants in the commercial mortgage-backed securities
market.
"Serviced Companion Loan" means the LaSalle B Notes, the Jones
Road
Shopping Center B Note, the Natick Mall B Note or the Natick Mall C
Note, as the
context may require.
"Serviced Companion Loan Custodial Account" means the custodial
sub-account of the Certificate Account (but which is not included
in the Trust)
created and maintained by the General Master Servicer pursuant to
Section 5.1(c)
on behalf of the holder(s) of each Serviced Companion Loan. The
Serviced
Companion Loan Custodial Account shall be maintained as a
sub-account of an
Eligible Account.
"Serviced Loan Group" means the LaSalle Loan Group, the Jones
Road
Shopping Center Loan Group or the Natick Mall Loan Group, as the
context may
require.
"Servicer Errors and Omissions Insurance Policy" or "Errors and
Omissions Insurance Policy" means an errors and omissions insurance
policy
maintained by the Master Servicer, the Special Servicer, the
Trustee or the
Paying Agent, as the case may be, in accordance with Section 8.2,
Section 9.2
and Section 7.17, respectively.
"Servicer Fidelity Bond" or "Fidelity Bond" means a bond or
insurance policy under which the insurer agrees to indemnify each
Master
Servicer, the Special Servicer, the Trustee or the Paying Agent, as
the case may
be, (subject to standard exclusions) for all losses (less any
deductible)
sustained as a result of any theft, embezzlement, fraud or other
dishonest act
on the part of a Master Servicer's, the Special Servicer's, the
Trustee's or the
Paying Agent's, as the case may be, officers or employees and is
maintained in
accordance with Section 8.2, Section 9.2 and Section 7.17,
respectively.
"Servicer Mortgage File" means (i) with respect to all Mortgage
Loans other than the MSMC Loans, copies of the mortgage documents
listed in the
definition of Mortgage File relating to a Mortgage Loan, and (ii)
with respect
to the MSMC Loans, copies of the mortgage documents listed in the
definition of
Mortgage File relating to a Mortgage Loan and, to the extent
required to be (and
actually) delivered to the General Master Servicer by the
applicable Seller
pursuant to the applicable Mortgage Loan Purchase Agreement, copies
of the
following items: the Mortgage Note, any Mortgage, the Assignment of
Leases and
the Assignment of Mortgage, any guaranty/indemnity agreement, any
loan
agreement, any insurance policies or certificates (as applicable),
any property
inspection reports, any financial statements on the property, any
escrow
analysis, any tax bills, any Appraisal, any environmental report,
any
engineering report, any asset summary, financial information on
the
Mortgagor/sponsor and any guarantors, any letters of credit, any
intercreditor
agreement and any Environmental Insurance Policies.
"Servicing Advance" means any cost or expense of the Master
Servicers, the Special Servicer or the Trustee, as the case may be,
designated
as a Servicing Advance pursuant to this Agreement and any other
costs and
expenses incurred by or for such Master Servicer, the Special
Servicer or the
Trustee, as the case may be, to protect and preserve the security
for a Mortgage
Loan (and/or a Serviced Companion Loan, as applicable).
"Servicing Criteria" means the criteria set forth in paragraph
(d)
of Item 1122 of Regulation AB, as such may be amended from time to
time.
"Servicing Function Participant" means any Person, other than
the
Master Servicers, the Special Servicer, the Trustee and the Paying
Agent that,
within the meaning of Item 1122 of Regulation AB, is performing
activities
addressed by the Servicing Criteria, unless such Person's
activities relate only
to 5% or less of the Mortgage Loans (based on their Principal
Balance). For
clarification purposes, each Primary Servicer is a Servicing
Function
Participant.
"Servicing Officer" means, any officer or employee of the
Master
Servicers or Special Servicer involved in, or responsible for,
the
administration and servicing of the Mortgage Loans and the Serviced
Companion
Loans or this Agreement and also, with respect to a particular
matter, any other
officer to whom such matter is referred because of such officer's
or employee's
knowledge of and familiarity with the particular subject, and, in
the case of
any certification required to be signed by a Servicing Officer,
such an officer
or employee whose name and specimen signature appears on a list of
servicing
officers furnished to the Trustee by the Master Servicers or the
Special
Servicer, as applicable, as such list may from time to time be
amended.
"Servicing Standard" means the standard by which the Master
Servicers and Special Servicer will service and administer the
Mortgage Loans,
Serviced Companion Loans and/or REO Properties that it is obligated
to service
and administer pursuant to this Agreement in the best interests and
for the
benefit of the Certificateholders (and, in the case of a Serviced
Companion
Loan, the holder of such Serviced Companion Loan) as a collective
whole (and as
determined by the applicable Master Servicer or the Special
Servicer, as
applicable, in its good faith and reasonable judgment), to perform
such
servicing and administration in accordance with applicable law, the
terms of
this Agreement, and the terms of the respective subject Mortgage
Loans and
Serviced Companion Loans, as applicable (and, in the case of a
Serviced Loan
Group, the related Co-Lender Agreement), and, to the extent
consistent with the
foregoing, further as follows:
(i) with the same skill, care and diligence as is normal and
usual
in its
mortgage servicing activities on behalf of third parties or on
behalf of
itself, whichever is higher, and in the case of the Special
Servicer,
its REO Property management activities on behalf of third
parties or
on behalf of itself, whichever is higher, with respect to
mortgage
loans that are comparable to the Mortgage Loans; and
(ii) with a view to the timely collection of all scheduled
payments
of
principal and interest under the Mortgage Loans (and the
Serviced
Companion
Loans) and, in the case of the Special Servicer, if a serviced
Mortgage
Loan (or Serviced Companion Loan) comes into and continues in
default,
and if, in the judgment of the Special Servicer, no
satisfactory
arrangements can be made for the collection of the delinquent
payments,
the
maximization of the recovery of principal and interest on that
Mortgage
Loan (or Serviced Companion Loan, as applicable) to the
Certificateholders, as a collective whole (or, in the case of a
Serviced
Loan Group, the
maximization of recovery of principal and interest thereon
to the
Certificateholders and the holder of the related Serviced
Companion
Loan, as a
collective whole), on a net present value basis (the relevant
discounting of anticipated collections that will be distributable
to
Certificateholders will be performed at the rate determined by the
Special
Servicer
but in any event not less than (i) the related REMIC I Net
Mortgage
Rate, in the case of the Mortgage Loans (other than any Senior
Loan or
Serviced Companion Loan) or (ii) the weighted average of the
mortgage
rates on the related Senior Loan and Serviced Companion Loan,
in
the case
of any Serviced Loan Group);
but without regard to: (I) any relationship that a Master Servicer
or Special
Servicer, as the case may be, or any Affiliate thereof may have
with the related
Mortgagor; (II) the ownership of any Certificate (or any interest
in a Serviced
Companion Loan, as applicable) by a Master Servicer or Special
Servicer, as the
case may be, or any Affiliate thereof; (III) a Master Servicer's
obligation to
make P&I Advances or Servicing Advances; (IV) the Special
Servicer's obligation
to request that a Master Servicer make Servicing Advances; and (V)
the right of
a Master Servicer (or any Affiliate thereof) or Special Servicer
(or any
Affiliate thereof), as the case may be, to receive reimbursement of
costs, or
the sufficiency of any compensation payable to it under this
Agreement or with
respect to any particular transaction.
"Servicing Transfer Event" means the occurrence of any of the
following events: (i) a payment default shall have occurred on a
Mortgage Loan
or Serviced Companion Loan (x) at its Maturity Date (except, if (a)
the
Mortgagor is making its Assumed Scheduled Payment, (b) the
Mortgagor notifies
the applicable Master Servicer (who shall forward such notice to
the other
Master Servicer, the Special Servicer and the Operating Adviser) of
its intent
to refinance such Mortgage Loan or Serviced Companion Loan, as
applicable, and
is diligently pursuing such refinancing, (c) the Mortgagor delivers
a firm
commitment to refinance acceptable to the Operating Adviser on or
prior to the
Maturity Date, and (d) such refinancing occurs on a Payment Date
within 60 days
of such default, which 60-day period may be extended to 120 days by
the Master
Servicer with the consent of the Operating Adviser (y) if any other
payment is
more than 60 days past due or has not been made on or before the
second Due Date
following the date such payment was due; (ii) any Mortgage Loan (or
Serviced
Companion Loan) as to which, to the applicable Master Servicer's or
Special
Servicer's knowledge, the Mortgagor has consented to the
appointment of a
receiver or conservator in any insolvency or similar proceeding of,
or relating
to, such Mortgagor or to all or substantially all of its property,
or the
Mortgagor has become the subject of a decree or order issued under
a bankruptcy,
insolvency or similar law and such decree or order shall have
remained
undischarged, undismissed or unstayed for a period of 30 days;
(iii) any
Mortgage Loan (or Serviced Companion Loan) as to which the
applicable Master
Servicer or Special Servicer shall have received notice of the
foreclosure or
proposed foreclosure of any other lien on the Mortgaged Property;
(iv) any
Mortgage Loan (or Serviced Companion Loan) as to which the
applicable Master
Servicer or Special Servicer has knowledge of a default (other than
a failure by
the related Mortgagor to pay principal or interest) which in the
good faith
reasonable judgment of such Master Servicer or Special Servicer
materially and
adversely affects the interests of the Certificateholders (or the
holder of a
Serviced Companion Loan, as applicable) and which has occurred and
remains
unremedied for the applicable grace period specified in such
Mortgage Loan (or,
if no grace period is specified, 60 days); (v) any Mortgage Loan
(or Serviced
Companion Loan) as to which the Mortgagor admits in writing its
inability to pay
its debts generally as they become due, files a petition to take
advantage of
any applicable insolvency or reorganization statute, makes an
assignment for the
benefit of its creditors or voluntarily suspends payment of its
obligations; and
(vi) any Mortgage Loan (or Serviced Companion Loan) as to which, in
the good
faith reasonable judgment (in accordance with the Servicing
Standard) of the
applicable Master Servicer or Special Servicer, (a) a payment
default is
imminent or is likely to occur within 60 days and such default, in
the judgment
of such Master Servicer or Special Servicer, is reasonably likely
to materially
and adversely affect the interests of the Certificateholders or (b)
any other
default is imminent or is likely to occur within 60 days and such
default, in
the judgment of such Master Servicer or Special Servicer, is
reasonably likely
to materially and adversely affect the interests of the
Certificateholders. If a
Servicing Transfer Event occurs with respect to a LaSalle Senior
Mortgage Loan,
the Jones Road Shopping Center Mortgage Loan or Natick Mall
Mortgage Loan, it
shall be deemed to have occurred also with respect to the related
Serviced
Companion Loan. If a Servicing Transfer Event occurs with respect
to a Serviced
Companion Loan, it shall be deemed to have occurred also with
respect to a
LaSalle Senior Mortgage Loan, the Jones Road Shopping Center
Mortgage Loan or
Natick Mall Mortgage Loan, as applicable.
"Significant Mortgage Loan" means a Mortgage Loan which has a
Principal Balance (together with any other Mortgage Loan with which
it is
cross-collateralized) equaling or exceeding 5% of the Aggregate
Certificate
Balance or exceeds $35,000,000 or is one of the then current top 10
loans (by
Principal Balance) in the Mortgage Pool.
"Similar Laws" has the meaning set forth in Section 3.3(d).
"Single-Purpose Entity" means a Person, other than an
individual,
whose organizational documents provide substantially to the effect
that it is
formed or organized solely for the purpose of owning and collecting
payments
from Defeasance Collateral for the benefit of the Trust and which
(i) does not
engage in any business unrelated thereto and the financing thereof;
(ii) does
not have any assets other than those related to its interest in
Defeasance
Collateral; (iii) maintains its own books, records and accounts, in
each case
which are separate and apart from the books, records and accounts
of any other
Person; (iv) conducts business in its own name and uses separate
stationery,
invoices and checks; (v) does not guarantee or assume the debts or
obligations
of any other Person; (vi) does not commingle its assets or funds
with those of
any other Person; (vii) transacts business with Affiliates on an
arm's length
basis pursuant to written agreements; and (viii) holds itself out
as being a
legal entity, separate and apart from any other Person, and
otherwise complies
with the single-purpose requirements established by the Rating
Agencies. The
entity's organizational documents also provide that any dissolution
and winding
up or insolvency filing for such entity requires the unanimous
consent of all
partners or members, as applicable, and that such documents may not
be amended
with respect to the Single-Purpose Entity requirements.
"Sole Certificateholder" means any Certificateholder (or
Certificateholders provided they act in unanimity) holding 100% of
the then
outstanding Class X-1, Class X-2, Class X-W, Class J, Class K,
Class L, Class M,
Class N, Class O, Class P, Class Q, Class S and Class EI
Certificates or an
assignment of the voting rights thereof; provided, however, that
the Certificate
Balances of the Class A-1, Class A-1A, Class A-2, Class A-NM, Class
A-3, Class
A-AB, Class A-4, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D,
Class E, Class F, Class G and Class H Certificates have been
reduced to zero.
"Special Servicer" means ARCap Servicing Inc., or any successor
Special Servicer as herein provided, including without limitation
any successor
Special Servicer appointed pursuant to Section 9.39.
"Special Servicer Compensation" means, with respect to any
applicable period, the sum of the Special Servicing Fees, the
Liquidation Fees
and Work-Out Fees and any other amounts to be paid to the Special
Servicer
pursuant to the terms of this Agreement.
"Special Servicer Remittance Date" means the Business Day
preceding
each Determination Date.
"Special Servicing Fee" means, for each calendar month, as to
each
Mortgage Loan (or Serviced Companion Loan) that is a Specially
Serviced Mortgage
Loan (including REO Mortgage Loans), the fraction or portion of the
Special
Servicing Fee Rate applicable to such month (determined using the
same interest
accrual methodology that is applied with respect to the Mortgage
Rate for such
Mortgage Loan or Serviced Companion Loan, as applicable, for such
month)
multiplied by the Scheduled Principal Balance of such Specially
Serviced
Mortgage Loan immediately before the Due Date occurring in such
month.
"Special Servicing Fee Rate" means 0.25% per annum.
"Special Servicing Officer" means any officer or employee of
the
Special Servicer involved in, or responsible for, the
administration and
servicing of the Specially Serviced Mortgage Loans whose name and
specimen
signature appear on a list of servicing officers or employees
furnished to the
Trustee, the Paying Agent and the applicable Master Servicer by the
Special
Servicer signed by an officer of the Special Servicer, as such list
may from
time to time be amended.
"Specially Serviced Mortgage Loan" means, as of any date of
determination, any Mortgage Loan (or Serviced Companion Loan) with
respect to
which a Servicing Transfer Event has occurred and is continuing.
Promptly upon a
Mortgage Loan (or Serviced Companion Loan) becoming a Specially
Serviced
Mortgage Loan, the applicable Master Servicer shall be responsible
to deliver to
the Special Servicer all information, documents and records
relating to such
Mortgage Loan (or Serviced Companion Loan), as reasonably requested
by the
Special Servicer to enable it to assume its duties with respect to
such Mortgage
Loan (or Serviced Companion Loan). A Specially Serviced Mortgage
Loan shall
cease to be a Specially Serviced Mortgage Loan from and after the
date on which
the Special Servicer notifies the applicable Master Servicer, the
Operating
Adviser, the Paying Agent and the Trustee, in accordance with
Section 8.1(b),
that such Mortgage Loan (or Serviced Loan Group, as applicable),
with respect to
such Servicing Transfer Event, has become a Rehabilitated Mortgage
Loan, unless
and until such Master Servicer notifies the Special Servicer, the
Paying Agent
and the Trustee, in accordance with Section 8.1(b) that another
Servicing
Transfer Event with respect to such Mortgage Loan (or Serviced Loan
Group),
exists or occurs.
"Standard Hazard Insurance Policy" means a fire and casualty
extended coverage insurance policy in such amount and with such
coverage as
required by this Agreement.
"Sub-Servicer" has the meaning set forth in Section 8.4(b).
"Sub-Servicing Agreement" means a Sub-Servicing Agreement, or
any
other agreement between a Master Servicer or Primary Servicer and
a
Sub-Servicer, with respect to the servicing, primary servicing or
sub-servicing
of one or more Mortgage Loans.
"Subcontractor" means any vendor, subcontractor or other Person
that
is not responsible for the overall servicing of Mortgage Loans but
performs one
or more discrete functions identified in Item 1122(d) of Regulation
AB with
respect to Mortgage Loans under the direction or authority of the
Master
Servicers, the Special Servicer, an Additional Servicer, a
Reporting
Sub-Servicer or the Trustee.
"Subject Securitization Transaction" shall mean the commercial
mortgage securitization transaction contemplated by this
Agreement.
"Subordinate Certificates" means, collectively, the Class A-M,
Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q and
Class S
Certificates and the Class A-MFL Regular Interest.
"Successful Bidder" has the meaning set forth in Section
8.29(d).
"SunTrust" has the meaning assigned in the Preliminary
Statement
hereto.
"SunTrust Loans" means, collectively, those Mortgage Loans sold
to
the Depositor pursuant to the Mortgage Loan Purchase Agreement III
and shown on
Schedule III hereto.
"Swap Counterparty" means Morgan Stanley Capital Services Inc.,
acting in such capacity or its successor in interest.
"Swap Counterparty Guarantor" means Morgan Stanley, a Delaware
corporation.
"Swap Default" means any failure on the part of the Swap
Counterparty to (i) make a required payment under the Class A-MFL
Swap Contract
or (ii) either post acceptable collateral, cause an acceptable
entity to
guarantee or provide an indemnity in respect of the Swap
Counterparty's
obligations, find an acceptable replacement Swap Counterparty after
a Rating
Agency Trigger Event or enter into any other arrangement acceptable
to the
Rating Agencies, in each case, as required by the Schedule to the
related ISDA
Master Agreement.
"Tax Matters Person" means the Person designated as the "tax
matters
person" of the related REMIC Pool pursuant to Treasury Regulations
Section
1.860F-4(d) and Temporary Treasury Regulations Section
301.6231(a)(7)-1T.
"Termination Price" has the meaning set forth in Section
10.1(b)
herein.
"30/360 basis" means any Mortgage Loan that accrues interest on
the
basis of a 360-day year consisting of twelve 30-day months.
"Title
Insurance Policy" means a title insurance policy maintained
with respect to a Mortgage Loan.
"Transfer" means any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transferee" means any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor" means any Person who is disposing by Transfer any
Ownership Interest in a Certificate.
"Trust" or "Trust Fund" means the trust created pursuant to
this
Agreement, the assets of which consist of all the assets of REMIC I
(including
the related Mortgage Loans (other than Excess Interest thereon),
such related
amounts as shall from time to time be held in the Certificate
Accounts, the
Distribution Account (other than the Excess Interest Sub-Account),
the Interest
Reserve Account, the Reserve Account, the REO Accounts, the
Trustee's rights
under the Insurance Policies, any REO Properties and other items
referred to in
Section 2.1(a) hereof, in each case to the extent allocable to the
related
Mortgage Loan), the REMIC I Regular Interests, the REMIC II Regular
Interests,
the Class A-MFL Regular Interest, the Class A-MFL Swap Contract,
the Class A-MFL
Floating Rate Account, Excess Interest and the Excess Interest
Sub-Account. The
Trust shall not include any Serviced Companion Loan, any interest
of the holder
of a Serviced Companion Loan or the Serviced Companion Loan
Custodial Account.
"Trustee" means Wells Fargo Bank, N.A., as trustee, or its
successor-in-interest, or if any successor trustee, or any
co-trustee shall be
appointed as herein provided, then "Trustee" shall also mean such
successor
trustee (subject to Section 7.7 hereof) and such co trustee
(subject to Section
7.9 hereof), as the case may be.
"Trustee Fee" means for each calendar month, as to each
Mortgage
Loan (including REO Mortgage Loans and Defeasance Loans), the
portion of the
Trustee Fee Rate applicable to such month (determined using the
same interest
accrual methodology (other than the rate of accrual) that is
applied with
respect to the Mortgage Rate for such Mortgage Loan for such month)
multiplied
by the Scheduled Principal Balance of each such Mortgage Loan
immediately before
the Due Date occurring in such month. A portion of the Trustee Fee
shall be paid
to the Paying Agent.
"Trustee Fee Rate" means 0.00075% per annum.
"Trustee Mortgage File" means the mortgage documents listed in
the
definition of Mortgage File hereof pertaining to a particular
Mortgage Loan (and
Serviced Companion Loan, as applicable) and any additional
documents required to
be added to the Mortgage File pursuant to this Agreement; provided
that whenever
the term "Trustee Mortgage File" is used to refer to documents
actually received
by the Trustee or a Custodian on its behalf, such terms shall not
be deemed to
include such documents required to be included therein unless they
are actually
so received.
"UCC" means the Uniform Commercial Code as in effect from time
to
time in the State of New York.
"Underwriter" means each of LaSalle Financial Services, Inc.,
Morgan
Stanley & Co. Incorporated, Greenwich Capital Markets, Inc.,
Merrill Lynch,
Pierce, Fenner & Smith Incorporated and SunTrust Capital
Markets, Inc., or their
respective successors-in-interest.
"United States Person" means (i) any natural person resident in
the
United States, (ii) any partnership or corporation organized or
incorporated
under the laws of the United States or any state thereof or the
District of
Columbia, (iii) any estate of which an executor or administrator is
a United
States Person (other than an estate governed by foreign law and of
which at
least one executor or administrator is a non-United States Person
who has sole
or shared investment discretion with respect to its assets), (iv)
any trust of
which any trustee is a United States Person (other than a trust of
which at
least one trustee is a non-United States Person and has sole or
shared
investment discretion with respect to its assets), (v) any agency
or branch of a
foreign entity located in the United States, (vi) any
non-discretionary or
similar account (other than an estate or trust) held by a dealer or
other
fiduciary for the benefit or account of a United States Person,
(vii) any
discretionary or similar account (other than an estate or trust)
held by a
dealer or other fiduciary organized, incorporated or (if an
individual) resident
in the United States (other than such an account held for the
benefit or account
of a non-United States Person), (viii) any partnership or
corporation organized
or incorporated under the laws of a foreign jurisdiction and formed
by a United
States Person principally for the purpose of investing in
securities not
registered under the 1933 Act (unless it is organized or
incorporated, and
owned, by accredited investors within the meaning of Rule 501(A)
under the 1933
Act who are not natural persons, estates or trusts); provided,
however, that the
term "United States Person" shall not include (A) a branch or
agency of a United
States Person that is located and operating outside the United
States for valid
business purposes as a locally regulated branch or agency engaged
in the banking
or insurance business, (B) any employee benefit plan established
and
administered in accordance with the law, customary practices and
documentation
of a foreign country and (C) the international organizations set
forth in
Section 902(o)(7) of Regulation S under the 1933 Act and any other
similar
international organizations, and their agencies, Affiliates and
pension plans.
"United States Tax Person" means any of (i) a citizen or resident
of
the United States, (ii) corporation or partnership (except to the
extent
provided in applicable Treasury Regulations) created or organized
in or under
the laws of the United States or any State thereof or the District
of Columbia,
including any entity treated as such a corporation or partnership
for federal
income tax purposes, (iii) an estate the income of which is
includible in gross
income for United States tax purposes, regardless of its source or
(iv) a trust
if a court within the United States is able to exercise primary
supervision over
the administration of such trust, and one or more United States Tax
Persons has
the authority to control all substantial decisions of such trust
(or to the
extent provided in applicable Treasury Regulations, a trust in
existence on
August 20, 1996, which is eligible to elect to be treated as a
United States Tax
Person).
"Unliquidated Advance" means any Advance previously made by a
party
hereto that has been previously reimbursed to the Person that made
the Advance
by the Trust as part of a Workout-Delayed Reimbursement Amount
pursuant to
subsection (iii) of Section 5.2(a)(II), but that has not been
recovered from the
Mortgagor or otherwise from collections on or the proceeds of the
Mortgage Loan
or REO Property in respect of which the Advance was made.
"Unpaid Interest" means, on any Distribution Date with respect
to
any Class of Interests (including the Class A-MFL Regular Interest)
or
Certificates (excluding the Residual Certificates, the Class A-MFL
Certificates
and the Class EI Certificates), the portion of Distributable
Certificate
Interest for such Class remaining unpaid as of the close of
business on the
preceding Distribution Date, plus one month's interest thereon at
the applicable
Pass-Through Rate.
"Unrestricted Servicer Reports" means, collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification
and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Loan
Periodic
Update File, CMSA Loan Setup File, CMSA Bond Level File, CMSA
Collateral Summary
File, CMSA Reconciliation of Funds Report, CMSA REO Status Report,
CMSA Loan
Level Reserve/LOC Report, CMSA Advance Recovery Report, CMSA Total
Loan Report
and, if and to the extent filed with the Commission, such reports
and files as
would, but for such filing, constitute Restricted Master Servicer
Reports.
"USAP" has the meaning set forth in Section 13.1 herein.
"Weighted Average REMIC I Net Mortgage Rate" means, with respect
to
any Distribution Date, the weighted average of the REMIC I Net
Mortgage Rates
for the REMIC I Regular Interests, weighted on the basis of their
respective
Certificate Balance as of the close of business on the preceding
Distribution
Date.
"Work-Out Fee" means a fee payable with respect to any
Rehabilitated
Mortgage Loan, equal to the product of (x) 1.00% and (y) the amount
of each
collection of interest (other than default interest and Excess
Interest) and
principal received (including any Condemnation Proceeds received
and applied as
a collection of such interest and principal) on such Mortgage Loan
(or Serviced
Companion Loan, as applicable) so long as it remains a
Rehabilitated Mortgage
Loan or otherwise payable as set forth in Section 9.21(d).
"Workout-Delayed Reimbursement Amount" has the meaning set forth
in
subsection (II)(A) of Section 5.2(a).
"Yield Maintenance Charges" means, with respect to any
Distribution
Date, the aggregate of all yield maintenance charges, if any,
received during
the related Collection Period in connection with Principal
Prepayments.
"Yield Maintenance Minimum Amount" means, with respect to a
Mortgage
Loan that provides for a Yield Maintenance Charge to be paid in
connection with
any Principal Prepayment thereon or other early collection of
principal thereof,
any specified amount or specified percentage of the amount prepaid
which
constitutes the minimum amount that such Yield Maintenance Charge
may be.
Section 1.2 Calculations Respecting Mortgage Loans
(a) Calculations required to be made by the Paying Agent pursuant
to
this Agreement with respect to any Mortgage Loan (or Serviced Loan
Group, as
applicable) shall be made based upon current information as to the
terms of such
Mortgage Loan (or Serviced Loan Group, as applicable) and reports
of payments
received from the applicable Master Servicer on such Mortgage Loan
(or Serviced
Loan Group, as applicable) and payments to be made to the Paying
Agent as
supplied to the Paying Agent by such Master Servicer. The Paying
Agent shall not
be required to recompute, verify or recalculate the information
supplied to it
by the applicable Master Servicer and may conclusively rely upon
such
information in making such calculations. If, however, a Responsible
Officer of
the Paying Agent has actual knowledge of an error in the
calculations, the
Paying Agent shall inform the applicable Master Servicer of such
error.
(b) Unless otherwise required by law or the applicable Mortgage
Loan
documents (or with respect to a Serviced Loan Group, the related
Co-Lender
Agreement), any amounts (other than escrow and reserve deposits
and
reimbursements of Servicing Advances and expenses) received in
respect of a
Mortgage Loan (or Serviced Companion Loan) as to which a default
has occurred
and is continuing (other than Liquidation Proceeds, Insurance
Proceeds,
Condemnation Proceeds, Purchase Proceeds and REO Income) shall be
applied as
follows: first, to overdue interest due with respect to such
Mortgage Loan (or
Serviced Companion Loan) at the Mortgage Rate thereof, second, to
current
interest due with respect to such Mortgage Loan (or Serviced
Companion Loan) at
the Mortgage Rate thereof, third, to the reduction of the Principal
Balance of
such Mortgage Loan (or Serviced Companion Loan) to zero if such
Mortgage Loan
(or Serviced Companion Loan, as applicable) has been accelerated,
and in respect
of any scheduled payments of principal then due to the extent that
such Mortgage
Loan (or Serviced Companion Loan, as applicable) has not yet been
accelerated,
fourth, to any default interest and other amounts due on such
Mortgage Loan (or
Serviced Companion Loan) and fifth, to Late Fees due with respect
to such
Mortgage Loan (or Serviced Companion Loan). The foregoing
allocations are
intended to govern loan level allocations but shall not govern
allocations of
such amounts at the trust level for the purpose of determining
Principal
Distribution Amounts or Distributable Certificate Interest.
Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds,
Purchase Proceeds and REO Income shall be applied as follows:
first, as a
recovery of any related and unreimbursed Advances (together with
interest
thereon) and Unliquidated Advances (to the Trust), and if
applicable, unpaid
Liquidation Expenses; second, as a recovery of unpaid servicing
compensation;
third, as a recovery of any Additional Trust Expenses, fourth, as a
recovery of
any Nonrecoverable Advances thereon, except with respect to any
Unliquidated
Advance previously reimbursed from principal pursuant to Section
5.2(a)(II)(iv);
fifth, as a recovery of any remaining accrued and unpaid interest
on such
Mortgage Loan (or Serviced Companion Loan) at the related Mortgage
Rate to, but
not including, the date of receipt (or, in the case of a full
monthly payment
from any Mortgagor, through the related Due Date); sixth, as a
recovery of any
remaining principal of such Mortgage Loan or Serviced Companion
Loan) then due
and owing, including by reason of acceleration of the Mortgage Loan
(or Serviced
Companion Loan) following a default thereunder (or, if a
Liquidation Event has
occurred in respect of such Mortgage Loan (or Serviced Companion
Loan), as a
recovery of principal to the extent of its entire remaining unpaid
Principal
Balance); seventh, unless a Liquidation Event has occurred with
respect to such
Mortgage Loan (or Serviced Companion Loan), as a recovery of
amounts to be
currently applied to the payment of real estate taxes, assessments,
insurance
premiums (including premiums on any Environmental Insurance
Policy), ground
rents (if applicable) and similar items; eighth, as a recovery of
any Late Fees
and default interest then due and owing under such Mortgage Loan
(or Serviced
Companion Loan); ninth, as a recovery of any Prepayment Premium or
Yield
Maintenance Charge then due and owing under such Mortgage Loan (or
Serviced
Companion Loan); tenth, as a recovery of any assumption fees,
Modification Fees
and extension fees then due and owing under such Mortgage Loan (or
Serviced
Companion Loan); and eleventh, as a recovery of any other amounts
then due and
owing under such Mortgage Loan (or Serviced Companion Loan).
(c) Notwithstanding the foregoing applications of amounts
received
by or on behalf of the Trust in respect of any Mortgage Loan (or
Serviced
Companion Loan), any amounts due and owing under the related
Mortgage Note and
Mortgage (including for principal and accrued and unpaid interest)
(or, with
respect to a Serviced Companion Loan, any amounts due and owing
under the
related mortgage note and mortgage, excluding amounts for principal
and accrued
and unpaid interest) shall be applied in accordance with the
express provisions
of the related Mortgage Loan documents.
Section 1.3 Calculations Respecting Accrued Interest
Accrued interest on any Certificate (other than the Class A-MFL
Certificates) and on the Class A-MFL Regular Interest shall be
calculated based
upon a 360-day year consisting of twelve 30-day months and, subject
to Section
6.12, accrued interest on the Class A-MFL Certificates shall be
calculated on
the basis of the actual number of days elapsed in the related
Interest Accrual
Period and a 360-day year. Pass-Through Rates shall be carried out
to eight
decimal places, rounded if necessary. All dollar amounts calculated
hereunder
shall be rounded to the nearest penny.
Section 1.4 Interpretation
(a) Whenever the Agreement refers to a Distribution Date and a
"related" Collection Period, Interest Accrual Period, Record Date,
Due Date,
Report Date, Monthly Certificateholders Report, Special Servicer
Remittance
Date, Master Servicer Remittance Date or Determination Date, such
reference
shall be to the Collection Period, Interest Accrual Period, Record
Date, Due
Date, Report Date, Special Servicer Remittance Date, Master
Servicer Remittance
Date or Determination Date, as applicable, immediately preceding
such
Distribution Date.
(b) As used herein and in any certificate or other document made
or
delivered pursuant hereto or thereto, accounting terms not defined
in Section
1.1 shall have the respective meanings given to them under
generally accepted
accounting principles or regulatory accounting principles, as
applicable.
(c) The words "hereof," "herein" and "hereunder," and words of
similar import, when used in this Agreement, shall refer to this
agreement as a
whole and not to any particular provision of this Agreement, and
references to
Sections, Schedules and Exhibits contained in this Agreement are
references to
Sections, Schedules and Exhibits in or to this Agreement unless
otherwise
specified.
