EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 1, 2006
(this "Agreement"), is entered into between WACHOVIA BANK, NATIONAL ASSOCIATION
(the "Seller") and WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with
certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2006, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (in such capacity, the "Master Servicer"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and Xxxxx Fargo
Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined
herein (including the Schedules attached hereto) have the respective meanings
set forth in the Pooling and Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $3,036,387,193 (the "Wachovia Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received.
The Wachovia Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-Off Date (after
giving effect to any payments due on or before such date whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-Off Date Pool Balance") of $3,371,274,173 (subject to a variance of plus or
minus 5.0%). The purchase and sale of the Mortgage Loans shall take place on
December 21, 2006, or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the
"Aggregate Purchase Price") for the Mortgage Loans shall be equal to (i) %
of the Wachovia Mortgage Loan Balance as of the Cut-Off Date, plus (ii)
$9,602,753, which amount represents the amount of interest accrued on the
Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period
from and including the Cut-Off Date up to but not including the Closing Date but
does not reflect any deduction for any fees and/or expenses incurred in
connection with this transaction.
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Seller of the Aggregate Purchase Price and satisfaction of the other conditions
to closing that are for the benefit of the Seller, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse (except as set forth in this Agreement), all the right, title and
interest of the Seller in and to the Mortgage Loans identified on the Mortgage
Loan Schedule as of such date, on a servicing released basis, together with all
of the Seller's right, title and interest in and to the proceeds of any related
title, hazard, primary mortgage or other insurance proceeds.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). All scheduled payments of principal and interest due
on or before the Cut-Off Date but collected on or after the Cut-Off Date, and
recoveries of principal and interest collected on or before the Cut-Off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver to the Trustee, the documents and instruments specified
below with respect to each Mortgage Loan (each a "Mortgage File"). All Mortgage
Files so delivered will be held by the Trustee in escrow at all times prior to
the Closing Date. Each Mortgage File shall contain the following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C29" or in blank (or a
lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto);
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case (unless not yet returned by
the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except for
any missing recording information), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage and to the extent not already assigned pursuant to preceding
clause (a)) and (c) any other recorded document relating to the Mortgage
Loan otherwise included in the Mortgage File, in favor of "Xxxxx Fargo
Bank, N.A., as trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C29", or in blank;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above), in favor of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C29", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption and substitution agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing satisfactory to the Purchaser of any prior UCC
Financing Statements in favor of the originator of such Mortgage Loan or
in favor of any assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements prior to the
Closing Date) and, if there is an effective UCC Financing Statement and
continuation statement in favor of the Seller on record with the
applicable public office for UCC Financing Statements, an original UCC
Amendment, in form suitable for filing in favor of "Xxxxx Fargo Bank,
N.A., as trustee for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2006-C29, as assignee", or in blank;
(ix) an original or copy of (a) any Ground Lease, Memorandum of
Ground Lease and ground lessor estoppel, (b) any loan guaranty or
indemnity and (c) any environmental insurance policy;
(x) any intercreditor agreement relating to permitted debt
(including, without limitation, mezzanine debt) of the Mortgagor;
(xi) copies of any loan agreement, escrow agreement or security
agreement relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer documents
relating to such Mortgage Loan;
(xiii) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and applicable transfer or
assignment documents; and
(xiv) with respect to any Companion Loan, all of the above documents
with respect to such Companion Loan and the related Intercreditor
Agreement; provided that a copy of each Mortgage Note relating to such
Companion Loan, rather than the original, shall be provided, and no
assignments shall be provided.
Notwithstanding the foregoing, with respect to the Newport Bluffs Loan, the
2006-C28 Trustee will hold the original documents related to the Newport Bluffs
Loan for the benefit of the 2006-C28 Trust Fund, other than the Mortgage Note
which will be held by the Trustee under the Pooling and Servicing Agreement.
(d) The Seller shall take all actions reasonably necessary (i) to
permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement and (ii) to perform its obligations described in
Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust Fund pursuant to written
instructions from the Master Servicer. The Seller shall reimburse the Trustee
for all reasonable costs and expenses, if any, incurred by the Trustee for
recording any documents described in Section 2(c)(iv)(c) hereof and filing any
assignments of UCC Financing Statements described in the proviso in the third to
last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.
(e) All documents and records (except draft documents, privileged
communications and internal correspondence and credit, due diligence and other
underwriting analysis, documents, data or internal worksheets, memoranda,
communications and evaluations of the Seller) relating to each Mortgage Loan and
in the Seller's possession (the "Additional Mortgage Loan Documents") that are
not required to be delivered to the Trustee shall promptly be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer to the appropriate sub-servicer, together with any
related escrow amounts and reserve amounts.
(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller which secure any Mortgage Loan.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized and
validly existing and in good standing under the laws of the United States
of America and possesses all requisite authority, power, licenses, permits
and franchises to carry on its business as currently conducted by it and
to execute, deliver and comply with its obligations under the terms of
this Agreement;
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
relating to or affecting the enforcement of creditors' rights in general,
as they may be applied in the context of the insolvency of a national
banking association, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at
law), and by public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the
enforceability of the provisions of this Agreement which purport to
provide indemnification from liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or bylaws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the
extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement;
(viii) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Aggregate Purchase Price. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller;
(ix) The Seller has examined the Disclosure Material set forth in
the Preliminary Prospectus Supplement (as defined below), the Prospectus
Supplement to the accompanying Prospectus (as defined below), the
Preliminary Memorandum and the Memorandum, relating to the Certificates.
The Seller hereby represents and warrants that the Disclosure Material is
appropriately responsive in all material respects to the applicable
requirements of Items 1104, 1110, 1111, 1117 and 1119 of Regulation AB
with respect to the Seller and the Wachovia Mortgage Loans; and
(x) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser
(or, with respect to any Companion Loan that is deposited into another
securitization, the depositor in such other securitization) and the
Trustee with any Additional Form 10-K Disclosure and any Additional Form
10-D Disclosure set forth next to the Purchaser's name on Exhibit U and
Exhibit W, respectively, of the Pooling and Servicing Agreement within the
time periods set forth in the Pooling and Servicing Agreement.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I for the benefit of the Purchaser and the Trustee for the
benefit of the Certificateholders as of the Closing Date, with respect to (and
solely with respect to) each Mortgage Loan, which representations and warranties
are subject to the exceptions set forth on Schedule II.
(c) With respect to the schedule of exceptions delivered by the
Trustee on the Closing Date, within fifteen (15) Business Days (or, in the
reasonable discretion of the Controlling Class Representative, thirty (30)
Business Days) of the Closing Date, with respect to the documents specified in
clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii)
of the definition of Mortgage File, the Seller shall cure any material exception
listed therein (for the avoidance of doubt, any deficiencies with respect to the
documents specified in clause (ii) resulting solely from a delay in the return
of the related documents from the applicable recording office, shall be cured in
the time and manner described in Section 2.01(c) of the Pooling and Servicing
Agreement). If such exception is not so cured, the Seller shall either (1)
repurchase the related Mortgage Loan, (2) with respect to exceptions relating to
clause (xii) of the definition of "Mortgage File", deposit with the Trustee an
amount, to be held in trust in a Special Reserve Account pursuant to the Pooling
and Servicing Agreement, equal to the amount of the undelivered letter of credit
(in the alternative, the Seller may deliver to the Trustee, with a certified
copy to the Master Servicer and Trustee, a letter of credit for the benefit of
the Master Servicer on behalf of the Trustee and upon the same terms and
conditions as the undelivered letter of credit) which the Master Servicer on
behalf of the Trustee may use (or draw upon, as the case may be) under the same
circumstances and conditions as the Master Servicer would have been entitled to
draw on the undelivered letter of credit, or (3) with respect to any exceptions
relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to
be held in trust in a Special Reserve Account pursuant to the Pooling and
Servicing Agreement, equal to 25% of the Stated Principal Balance of the related
Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to
clauses (2) and (3) above shall be held by the Trustee until the earlier of (x)
the date on which the Master Servicer certifies to the Trustee and the
Controlling Class Representative that such exception has been cured (or the
Trustee certifies the same to the Controlling Class Representative), at which
time such funds or letter of credit, as applicable, shall be returned to the
Seller and (y) thirty (30) Business Days or, if the Controlling Class
Representative has extended the cure period, forty-five (45) Business Days after
the Closing Date; provided, however, that if such exception is not cured within
such thirty (30) Business Days or forty-five (45) Business Days, as the case may
be, (A) in the case of clause (2), the Trustee shall retain the funds on deposit
in the related Special Reserve Account, or letter of credit, as applicable, or
(B) in the case of clause (3), the Seller shall repurchase the related Mortgage
Loan in accordance with the terms and conditions of this Agreement, at which
time such funds shall be applied to the Purchase Price of the related Mortgage
Loan and any letter of credit will be returned to the Seller.
If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a Mortgage Loan, then the Seller shall not later than ninety (90)
days from receipt of such notice (or, in the case of a Document Defect or Breach
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC Provisions (a "Qualified Mortgage"), not later than ninety (90)
days from the date that any party to the Pooling and Servicing Agreement
discovers such Document Defect or Breach; provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach shall materially
and adversely affect the value of the applicable Mortgage Loan, the interest of
the Trust Fund therein or the interests of any Certificateholder, cure such
Document Defect or Breach, as the case may be, in all material respects, which
shall include payment of actual or provable losses and any Additional Trust Fund
Expenses directly resulting from any such Document Defect or Breach or, if such
Document Defect or Breach (other than omissions solely due to a document not
having been returned by the related recording office) cannot be cured within
such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later
than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that unless the Breach would cause the Mortgage
Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is
capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, such Seller shall have an additional ninety
(90) days to complete such cure (or, failing such cure, to repurchase or
substitute the related Mortgage Loan); provided, further, that with respect to
such additional 90-day period the Seller shall have delivered an officer's
certificate to the Trustee setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Document Defect or Breach will be cured within the additional 90-day
period; provided, further, that no Document Defect (other than with respect to a
Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of
credit, any franchise agreement, any comfort letter and (if required) any
comfort letter transfer documents (collectively, the "Core Material Documents"))
shall be considered to materially and adversely affect the value of the related
Mortgage Loan, the interests of the Trust Fund therein or the interests of any
Certificateholder unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien or any collateral securing the Mortgage
Loan or for any immediate significant servicing obligations; provided, further,
with respect to Document Defects which materially and adversely affect the
interests of any Certificateholder, the interests of the Trust Fund therein or
the value of the related Mortgage Loan, other than with respect to Document
Defects relating to the Core Material Documents, any applicable cure period
following the initial 90-day cure period may be extended by the Master Servicer
or the Special Servicer if the document involved is not needed imminently. Such
extension will end upon thirty (30) days notice of such need as reasonably
determined by the Master Servicer or Special Servicer (with a possible thirty
(30) day extension if the Master Servicer or Special Servicer agrees that the
Seller is diligently pursuing a cure). The Seller shall cure all Document
Defects which materially and adversely affect the interests of any
Certificateholder, the interests of the Trust Fund therein or the value of the
related Mortgage Loan, regardless of the document involved, no later than two
years following the Closing Date; provided that the initial 90-day cure period
referenced in this paragraph may not be reduced. For a period of two years from
the Closing Date, so long as there remains any Mortgage File relating to a
Mortgage Loan as to which there is any uncured Document Defect or Breach, the
Seller shall provide the officer's certificate to the Trustee described above as
to the reasons such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure. Notwithstanding the foregoing, the delivery
of a commitment to issue a policy of lender's title insurance as described in
Representation 12 of Schedule I hereof in lieu of the delivery of the actual
policy of lender's title insurance shall not be considered a Document Defect or
Breach with respect to any Mortgage File if such actual policy of insurance is
delivered to the Trustee or a Custodian on its behalf not later than the 90th
day following the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan"), and (iii) the applicable Document Defect or Breach
does not constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Document Defect or Breach, as the case may be, will be
deemed to constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in the Crossed Group for purposes of this paragraph, and the
Seller will be required to repurchase or substitute for all of the remaining
Crossed Loan(s) in the related Crossed Group as provided in the immediately
preceding paragraph unless such other Crossed Loans in such Crossed Group
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution or repurchase of Mortgage Loans set forth herein. In the event that
the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Breach or Document Defect exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Group. The Seller
shall be responsible for the cost of any Appraisal required to be obtained by
the Master Servicer to determine if the Crossed Loan Repurchase Criteria have
been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross-collateralization and/or cross-default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred in good faith by the Purchaser in connection with such
modification or accommodation (including, but not limited to, recoverable
attorney fees) shall be paid by the Seller.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or substituted Mortgage Loans.
(e) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3. Nothing in this Agreement shall prohibit the
Purchaser or its assigns (including the Master Servicer and/or the Special
Servicer) from pursuing any course of action authorized by the Pooling and
Servicing Agreement while the Purchaser asserts a claim or brings a cause of
action to enforce any rights set forth herein against the Seller.
(f) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under the Pooling and Servicing Agreement or with respect to which
the related Mortgaged Property has been foreclosed and which is the subject of a
repurchase claim under this Agreement, in accordance with Section 2.03 of the
Pooling and Servicing Agreement, the Special Servicer with the consent of the
Controlling Class Representative shall notify the Seller in writing of its
intention to liquidate such Defaulted Mortgage Loan or REO Property at least 45
days prior to any such action. If (a) the Seller consents to such sale and
voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or
(b) a court of competent jurisdiction determines that the Seller is liable under
this Agreement to repurchase such Defaulted Mortgage Loan or REO Property, then
such Seller shall remit to the Purchaser an amount equal to the difference if
any of the price of such Defaulted Mortgage Loan or REO Property as sold and the
price at which the Seller would have had to repurchase such Defaulted Mortgage
Loan or REO Property under this Agreement. The Seller shall have ten (10)
Business Days after receipt of notice to determine whether or not to consent to
such sale. If the Seller does not consent to such sale, the Special Servicer
shall contract with a Determination Party (as defined in the Pooling and
Servicing Agreement) as to the merits of such proposed sale. If the related
Determination Party determines that such proposed sale is in accordance with the
Servicing Standard and the provisions of the Pooling and Servicing Agreement
with respect to the sale of Defaulted Mortgage Loans and REO Properties and,
subsequent to such sale, a court of competent jurisdiction determines that the
Seller was liable under this Agreement and required to repurchase such Defaulted
Mortgage Loan or REO Property in accordance with the terms hereof, then the
Seller shall remit to the Purchaser an amount equal to the difference (if any)
between the proceeds of the related action and the price at which the Seller
would have been obligated to pay had the Seller repurchased such Defaulted
Mortgage Loan or REO Property prior to the execution of a binding contract of
sale with a third party in accordance with the terms hereof including the costs
related to contracting with the related Determination Party; provided that the
foregoing procedure in this Section 3(f) shall not preclude such Seller from
repurchasing the Defaulted Mortgage Loan or REO Property prior to the execution
of a binding contract of sale with a third party in accordance with the other
provisions of this Section 3 (excluding this Section 3(f)). If the related
Determination Party determines that the sale of the related Defaulted Mortgage
Loan or REO Property is not in accordance with the Servicing Standard and the
provisions of the Pooling and Servicing Agreement with respect to the sale of
Defaulted Mortgage Loans and REO Properties and the Special Servicer
subsequently sells such Mortgage Loan or REO Property, then the Seller will not
be liable for any such difference (nor any cost of contracting with the
Determination Party).
(g) Notwithstanding the foregoing, if there exists a Breach relating
to whether or not the Mortgage Loan documents or any particular Mortgage Loan
document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan
document(s) with respect to matters described in Representations 23 and 43 of
Schedule I hereof, then the Purchaser shall direct the Seller in writing to wire
transfer to the Master Servicer for deposit into the Certificate Account, within
ninety (90) days of the Seller's receipt of such direction, the amount of any
such costs and expenses borne by the Purchaser, the Certificateholders, the
Master Servicer, the Special Servicer and the Trustee on their behalf that are
the basis of such Breach. Upon its making such deposit, the Seller shall be
deemed to have cured such Breach in all respects. Provided such payment is made
in full, this paragraph describes the sole remedy available to the Purchaser,
the Certificateholders, the Master Servicer, the Special Servicer and the
Trustee on their behalf regarding any such Breach and the Seller shall not be
obligated to repurchase the affected Mortgage Loan on account of such Breach or
otherwise cure such Breach.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina. The
Purchaser has the full corporate power and authority and legal right to acquire
the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the
Trustee.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(c) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, or the execution, delivery or
performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
require or will require the consent of any third person or constitutes or will
constitute a default under (A) any term or provision of the Purchaser's
certificate of incorporation or bylaws, (B) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (C) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform its obligations under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency or body, which default might have consequences
that would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Charlotte, North Carolina on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) The Pooling and Servicing Agreement (to the extent it affects
the obligations of the Seller hereunder) and all documents specified in Section
6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon
and acceptable to the Purchaser, the Seller, the Underwriters, the Initial
Purchaser and their respective counsel in their reasonable discretion, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
and
(f) The letters shall have been received from the independent
accounting firm KPMG LLP, in form satisfactory to the Purchaser, relating to
certain information regarding the Mortgage Loans and Certificates as set forth
in the Prospectus, the Preliminary Prospectus Supplement, the Prospectus
Supplement, the Preliminary Memorandum and the Memorandum.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchaser may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects at and as of the Closing Date with the same
effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(d) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchaser may rely, to the effect
that with respect to the Seller, the Mortgage Loans, the related Mortgagors and
the related Mortgaged Properties (i) such officer has carefully examined the
Specified Portions of the Preliminary Prospectus Supplement together with all
other Time of Sale Information delivered prior to the Time of Sale and nothing
has come to his attention that would lead him to believe that the Specified
Portions of the Preliminary Prospectus Supplement together with all other Time
of Sale Information delivered prior to the Time of Sale, as of the Time of Sale,
or as of the Closing Date, included or include any untrue statement of a
material fact relating to the Mortgage Loans or omitted or omit to state therein
a material fact necessary in order to make the statements therein relating to
the Mortgage Loans, in light of the circumstances under which they were made,
not misleading, (ii) such officer has carefully examined the Specified Portions
of the Prospectus Supplement and nothing has come to his attention that would
lead him to believe that the Specified Portions of the Prospectus Supplement, as
of the date of the Prospectus Supplement, or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (iii) such officer has
examined the Specified Portions of the Memorandum and nothing has come to his
attention that would lead him to believe that the Specified Portions of the
Memorandum, as of the date thereof or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein related to the Mortgage Loans, in the light of the
circumstances under which they were made, not misleading. The "Specified
Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement,
as applicable, shall consist of Annex A and Annex D thereto, the diskette which
accompanies the Prospectus Supplement (insofar as such diskette is consistent
with such Annex A) and the following sections of the Preliminary Prospectus
Supplement or the Prospectus Supplement, as applicable (exclusive of any
statements in such sections that purport to summarize the servicing and
administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF
PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers", "SUMMARY OF
PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans",
"DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History",
"--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of
Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan
Information", "--Twenty Largest Mortgage Loans", "--The Mortgage Loan Sellers",
"--The Sponsors" and "--Representations and Warranties; Repurchases and
Substitutions". The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement, the first and second full
paragraphs on page "v" of the Memorandum.
(e) The resolutions of the requisite committee of the Seller's
special loan committee authorizing the Seller's entering into the transactions
contemplated by this Agreement, the articles of association and by-laws of the
Seller, and an original or copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency not earlier than sixty (60) days prior
to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may
be from in-house counsel, outside counsel or a combination thereof), reasonably
satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the
Initial Purchaser and each of the Rating Agencies, together with such other
written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, the Initial Purchaser, their respective officers and directors,
and each person, if any, who controls the Purchaser, any Underwriter or any
Initial Purchaser within the meaning of either Section 15 of the Securities Act
of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses
(including the reasonable fees and expenses of legal counsel), claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the 1933 Act, the 1934 Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon a breach of the representations made by the Seller in Section
3(a)(ix) hereof, (ii) arise out of or are based upon a breach or violation of
the representations made by the Seller in Section 3(a)(x) hereof, (iii) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in (A) the Prospectus Supplement, the Preliminary
Memorandum, the Memorandum, the Diskette or in any revision or amendment of or
supplement to any of the foregoing, (B) any Time of Sale Information or any
Issuer Information contained in any Free Writing Prospectus prepared by or on
behalf of the Underwriters (an "Underwriter Free Writing Prospectus") or
contained in any Free Writing Prospectus which is required to be filed in
accordance with the terms of the Underwriting Agreement, (C) any items similar
to Free Writing Prospectuses forwarded by the Seller to the Initial Purchaser,
or in any revision or amendment of or supplement to any of the foregoing or (D)
the summaries, reports, documents and other written and computer materials and
all other information regarding the Mortgage Loans or the Seller furnished by
the Seller for review by prospective investors (the items in (A), (B), (C) and
(D) above being defined as the "Disclosure Material"), or (iv) arise out of or
are based upon the omission or alleged omission to state therein (in the case of
Free Writing Prospectuses, when read in conjunction with the other Time of Sale
Information, in the case of any items similar to Free Writing Prospectuses, when
read in conjunction with the Memorandum) and in the case of any summaries,
reports, documents, written or computer materials, or other information
contemplated in clause (D) above, when read in conjunction with the Memorandum
and in the case of any Free Writing Prospectus, when read in conjunction with
the other Time of Sale Information, a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but, with respect to
any Disclosure Material described in clauses (A), (B) and (C) of the definition
thereof, only if and to the extent that (I) any such untrue statement or alleged
untrue statement or omission or alleged omission occurring in, or with respect
to, such Disclosure Material, arises out of or is based upon an untrue statement
or omission with respect to the Mortgage Loans, the related Mortgagors and/or
the related Mortgaged Properties contained in the Data File (it being herein
acknowledged that the Data File was and will be used to prepare the Preliminary
Prospectus Supplement and the Prospectus Supplement, including without
limitation Annex A thereto, any other Time of Sale Information, the Preliminary
Memorandum, the Memorandum and the Diskette with respect to the Registered
Certificates and any items similar to Free Writing Prospectuses forwarded to
prospective investors in the Non-Registered Certificates and any Free Writing
Prospectus), (II) any such untrue statement or alleged untrue statement or
omission or alleged omission of a material fact occurring in, or with respect
to, such Disclosure Material, is with respect to, or arises out of or is based
upon an untrue statement or omission of a material fact with respect to, the
information regarding the Mortgage Loans, the related Mortgagors, the related
Mortgaged Properties and/or the Seller set forth in the Specified Portions of
the Preliminary Prospectus Supplement, the Prospectus Supplement, the
Preliminary Memorandum or the Memorandum, (III) any such untrue statement or
alleged untrue statement or omission or alleged omission occurring in, or with
respect to, such Disclosure Material, arises out of or is based upon a breach of
the representations and warranties of the Seller set forth in or made pursuant
to Section 3 hereof or (IV) any such untrue statement or alleged untrue
statement or omission or alleged omission occurring in, or with respect to, such
Disclosure Material, arises out of or is based upon any other written
information concerning the characteristics of the Mortgage Loans, the related
Mortgagors or the related Mortgaged Properties furnished to the Purchaser, the
Underwriters or the Initial Purchaser by the Seller; provided, that the
indemnification provided by this Section 7 shall not apply to the extent that
such untrue statement or omission of a material fact was made as a result of an
error in the manipulation of, or in any calculations based upon, or in any
aggregation of the information regarding the Mortgage Loans, the related
Mortgagors and/or the related Mortgaged Properties set forth in the Data File or
Annex A to the Preliminary Prospectus Supplement or the Prospectus Supplement to
the extent such information was not materially incorrect in the Data File or
such Annex A, as applicable, including without limitation the aggregation of
such information with comparable information relating to the Other Mortgage
Loans. Notwithstanding the foregoing, the indemnification provided in this
Section 7(a) shall not inure to the benefit of any Underwriter or Initial
Purchaser (or to the benefit of any person controlling such Underwriter or
Initial Purchaser) from whom the person asserting claims giving rise to any such
losses, claims, damages, expenses or liabilities purchased Certificates if (x)
the subject untrue statement or omission or alleged untrue statement or omission
made in any Disclosure Material (exclusive of the Prospectus or any corrected or
amended Prospectus or the Memorandum or any corrected or amended Memorandum) is
eliminated or remedied in the Prospectus or the Memorandum or, with respect to
any Time of Sale Information only, by the delivery of a Corrected Free Writing
Prospectus prior to the Time of Sale (in each case, as corrected or amended, if
applicable), as applicable, and (y) a copy of the Prospectus, Memorandum or
Corrected Free Writing Prospectus (in each case, as corrected or amended, if
applicable), as applicable, shall not have been sent to such person at or prior
to the Time of Sale of such Certificates, and (z) in the case of a corrected or
amended Prospectus, Memorandum or Corrected Free Writing Prospectus, such
Underwriter or Initial Purchaser received electronically or in writing notice of
such untrue statement or omission and updated information concerning the untrue
statement or omission at least one Business Day prior to the Time of Sale. The
Seller shall, subject to clause (c) below, reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action.
(b) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-131262 filed by the Purchaser on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus, dated October
19, 2006, as supplemented by the prospectus supplement, dated December 13, 2006
(the "Prospectus Supplement" and, together with the Base Prospectus, the
"Prospectus") relating to the Registered Certificates, including all annexes
thereto; "Preliminary Prospectus Supplement" shall mean the free writing
prospectus, dated December 4, 2006 consisting of the preliminary free writing
prospectus, including the base prospectus, dated October 19, 2006 attached
thereto, as supplemented and corrected by that certain free writing prospectus
dated December 12, 2006; "Preliminary Memorandum" shall mean the preliminary
private placement memorandum, dated December 12, 2006, relating to the
Non-Registered Certificates, including all annexes thereto; "Memorandum" shall
mean the private placement memorandum, dated December 13, 2006, relating to the
Non-Registered Certificates, including all exhibits thereto; "Registered
Certificates" shall mean the Class A-1, Class A-2, Class A-3, Class A-PB, Class
A-4, Class A-1A, Class IO, Class A-M, Class A-J, Class B, Class C, Class D and
Class E Certificates; "Non-Registered Certificates" shall mean the Certificates
other than the Registered Certificates; "Diskette" shall mean the diskette or
compact disc attached to each of the Preliminary Prospectus Supplement, the
Prospectus and the Memorandum; and "Data File" shall mean the compilation of
information and data regarding the Mortgage Loans covered by the Agreed Upon
Procedures Letters, dated December 1, 2006 as supplemented on December 11, 2006,
and rendered by KPMG LLP (a "hard copy" of which Data File was initialed on
behalf of the Seller and the Purchaser). "Free Writing Prospectus" shall mean a
"free writing prospectus" as such term is defined pursuant to Rule 405 under the
1933 Act. "Corrected Free Writing Prospectus" shall mean a Free Writing
Prospectus that corrects any previous Free Writing Prospectus prepared by or on
behalf of any Underwriter and delivered to any purchaser that contained any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances in which they were made, not misleading. "Time of Sale" shall mean
the time at which sales to investors of the Certificates were first made as
determined in accordance with Rule 159 of the 1933 Act. "Time of Sale
Information" shall mean each free writing prospectus listed on Exhibit B hereto.
"Issuer Information" shall have the meaning given to such term in Rule 433(h)
under the 1933 Act (as discussed by the Securities and Exchange Commission (the
"Commission") in footnote 271 of the Commission's Securities Offering Reform
Release No. 33--8591). "Regulation AB" shall have the meaning as defined in
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123 of the 1933 Act, 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, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.
(c) As promptly as reasonably practicable after receipt by any
person entitled to indemnification under this Section 7 (an "indemnified party")
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the Seller (the "indemnifying
party") under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
under Section 7(a) hereof (except to the extent that such omission has
prejudiced the indemnifying party in any material respect) or from any liability
which it may have otherwise than under this Section 7. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof, with counsel
selected by the indemnifying party and reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party or parties shall have reasonably concluded that there may be
legal defenses available to it or them and/or other indemnified parties that are
different from or additional to those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Purchaser, the Underwriters and the Initial
Purchaser, representing all the indemnified parties under Section 7(a) hereof
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability shall only be
in respect of the counsel referred to in such clause (i) or (iii). Unless it
shall assume the defense of any proceeding, an indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party shall indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel or any other expenses for which the
indemnifying party is obligated under this subsection, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than
forty-five (45) days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. If an indemnifying party assumes the defense of any proceeding, it
shall be entitled to settle such proceeding with the consent of the indemnified
party or, if such settlement provides for an unconditional release of the
indemnified party in connection with all matters relating to the proceeding that
have been asserted against the indemnified party in such proceeding by the other
parties to such settlement, which release does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party without the consent of the indemnified party.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations (taking into account the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission or
failure to comply, and any other equitable considerations appropriate under the
circumstances). The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties;
provided that no Underwriter or Initial Purchaser shall be obligated to
contribute more than its share of underwriting discounts and commissions and
other fees pertaining to the Certificates less any damages otherwise paid by
such Underwriter or Initial Purchaser with respect to such loss, liability,
claim, damage or expense. It is hereby acknowledged that the respective
Underwriters' and Initial Purchaser' obligations under this Section 7 shall be
several and not joint. For purposes of this Section, each person, if any, who
controls an Underwriter or an Initial Purchaser within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's or Initial
Purchaser's officers and directors, shall have the same rights to contribution
as such Underwriter or Initial Purchaser, as the case may be, and each director
of the Seller and each person, if any who controls the Seller within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Seller.
(e) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(d) hereof were determined by pro
rata allocation or by any other method of allocation that does not take account
of the considerations referred to in Section 7(d) above. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, the Initial Purchaser, any of their respective directors or
officers, or any person controlling the Purchaser, the Underwriters or the
Initial Purchaser, and (iii) acceptance of and payment for any of the
Certificates.
(g) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters, the Initial Purchaser and their
directors, officers and controlling parties shall be third-party beneficiaries
of the provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the Wachovia Mortgage Loan
Balance represents as of the Cut-Off Date Pool Balance): (i) the costs and
expenses of printing and delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a final Prospectus, Term Sheet, Preliminary Prospectus
Supplement, each other Free Writing Prospectus, Preliminary Memorandum and
Memorandum relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iv) the filing
fee charged by the Commission for registration of the Certificates so
registered; (v) the fees charged by the Rating Agencies to rate the Certificates
so rated; (vi) the fees and disbursements of a firm of certified public
accountants selected by the Purchaser and the Seller with respect to numerical
information in respect of the Mortgage Loans and the Certificates included in
any Free Writing Prospectus, the Prospectus Supplement, the Preliminary
Memorandum and the Memorandum, including in respect of the cost of obtaining any
"comfort letters" with respect to such items; (vii) the reasonable out-of-pocket
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or "Blue Sky" laws, including filing fees
and reasonable fees and disbursements of counsel in connection therewith, in
connection with the preparation of any "Blue Sky" survey and in connection with
any determination of the eligibility of the Certificates for investment by
institutional investors and the preparation of any legal investment survey;
(viii) the expenses of printing any such "Blue Sky" survey and legal investment
survey; and (ix) the reasonable fees and disbursements of counsel to the
Underwriters or Initial Purchaser; provided, however, Seller shall pay (or shall
reimburse the Purchaser to the extent that the Purchaser has paid) the expense
of recording any assignment of Mortgage or assignment of Assignment of Leases as
contemplated by Section 2 hereof with respect to the Seller's Mortgage Loans.
All other costs and expenses in connection with the transactions contemplated
hereunder shall be borne by the party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes, and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be possession by the secured party for purposes of perfecting the
security interest pursuant to Section 9-313 of the Uniform Commercial Code of
the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
SECTION 10. Covenants of Purchaser. The Purchaser shall provide the
Seller with all forms of Disclosure Materials (including the Preliminary
Prospectus Supplement, the final form of the Memorandum and the final form of
the Prospectus Supplement) promptly upon any such document becoming available.
SECTION 11. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 12. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 13. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 16. Attorneys Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party which
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party which commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 17. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 18. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters and the Initial Purchaser (each as intended third
party beneficiaries hereof) and their permitted successors and assigns, and the
officers, directors and controlling persons referred to in Section 7. This
Agreement is enforceable by the Underwriters, the Initial Purchaser and the
other third party beneficiaries hereto in all respects to the same extent as if
they had been signatories hereof.
SECTION 19. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party, or third party beneficiary,
against whom such waiver or modification is sought to be enforced. No amendment
to the Pooling and Servicing Agreement which relates to defined terms contained
therein, Section 2.01(d) thereof or the repurchase obligations or any other
obligations of the Seller shall be effective against the Seller (in such
capacity) unless the Seller shall have agreed to such amendment in writing.
SECTION 20. Accountants' Letters. The parties hereto shall cooperate
with KPMG LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ X. Xxxxx Xxxx, Jr.
-----------------------------------------
Name: X. Xxxxx Xxxx, Jr.
Title: Vice President
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
SCHEDULE I
General Mortgage Representations and Warranties
For purposes of this Schedule I, the phrases "to the knowledge of
the Seller" or "to the Seller's knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf regarding the matters referred to, in each case:
(i) at the time of the Seller's origination or acquisition of the particular
Mortgage Loan, after the Seller having conducted such inquiry and due diligence
into such matters as would be customarily performed by a prudent institutional
commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent
to such origination, the Seller having utilized monitoring practices that would
be utilized by a prudent commercial or multifamily, as applicable, mortgage
lender and having made prudent inquiry as to the knowledge of the servicer
servicing such Mortgage Loan on its behalf. Also, for purposes of these
representations and warranties, the phrases "to the actual knowledge of the
Seller" or "to the Seller's actual knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf without any express or implied obligation to make
inquiry. All information contained in documents which are part of or required to
be part of a Mortgage File shall be deemed to be within the knowledge and the
actual knowledge of the Seller. Wherever there is a reference to receipt by, or
possession of, the Seller of any information or documents, or to any action
taken by the Seller or not taken by the Seller, such reference shall include the
receipt or possession of such information or documents by, or the taking of such
action or the failure to take such action by, the Seller or any servicer acting
on its behalf.
1. The information pertaining to each Mortgage Loan set forth in the Mortgage
Loan Schedule was true and correct in all material respects as of the
Cut-Off Date and included all of the material information required by the
definition of Mortgage Loan Schedule.
2. As of the date of its origination, such Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good and marketable title to, and was the sole owner of,
each Mortgage Loan, and the Seller is transferring such Mortgage Loan free
and clear of any and all liens, pledges, charges, security interests or
any other ownership interests of any nature encumbering such Mortgage
Loan. Upon consummation of the transactions contemplated by this
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan
(other than those rights to servicing and related compensation as
reflected in the Mortgage Loan Schedule) free and clear of any pledge,
lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed and there is
no requirement for future advances thereunder.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if a document
separate from the Mortgage) and other agreement executed by the related
Mortgagor in connection with such Mortgage Loan is a legal, valid and
binding obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The related Mortgage Note and Mortgage contain no
provision limiting the right or ability of the Seller to assign, transfer
and convey the related Mortgage Loan to any other Person. With respect to
any Mortgaged Property that has tenants, there exists as either part of
the Mortgage or as a separate document, an Assignment of Leases.
6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, there is no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or
yield maintenance charges, and the Seller has no knowledge of such rights,
defenses or counterclaims having been asserted.
7. Each related assignment of Mortgage and assignment of Assignment of Leases
from the Seller to the Trustee (or in the case of a 2006-C28 Serviced
Mortgage Loan, the 2006-C28 Trustee) constitutes the legal, valid and
binding first priority assignment from the Seller, except as such
enforcement may be limited by bankruptcy, insolvency, redemption,
reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law). Each Mortgage and Assignment of
Leases is freely assignable.
8. Each related Mortgage is a valid and enforceable first lien on the related
Mortgaged Property subject only to the exceptions set forth in paragraph
(5) above and the following title exceptions (each such title exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a) the lien
of current real property taxes, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (c)
the exceptions (general and specific) and exclusions set forth in the
applicable policy described in paragraph (12) below or appearing of
record, none of which, individually or in the aggregate, materially and
adversely interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they become
due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly subject,
none of which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (e)
the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is a Crossed
Loan, the lien of the Mortgage for such other Mortgage Loan, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property.
Except with respect to Crossed Loans and as provided below, there are no
mortgage loans that are senior or pari passu with respect to the related
Mortgaged Property or such Mortgage Loan.
9. UCC Financing Statements have been filed and/or recorded (or, if not filed
and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary to perfect a valid security
interest in all items of personal property located on the Mortgaged
Property that are owned by the Mortgagor and either (i) are reasonably
necessary to operate the Mortgaged Property or (ii) are (as indicated in
the appraisal obtained in connection with the origination of the related
Mortgage Loan) material to the value of the Mortgaged Property (other than
any personal property subject to a purchase money security interest or a
sale and leaseback financing arrangement permitted under the terms of such
Mortgage Loan or any other personal property leases applicable to such
personal property), to the extent perfection may be effected pursuant to
applicable law by recording or filing, and the Mortgages, security
agreements, chattel Mortgages or equivalent documents related to and
delivered in connection with the related Mortgage Loan establish and
create a valid and enforceable lien and priority security interest on such
items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditor's rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Notwithstanding any of the foregoing, no representation
is made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such items
or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to
the Cut-Off Date have become delinquent in respect of each related
Mortgaged Property have been paid, or an escrow of funds in an amount
sufficient to cover such payments has been established. For purposes of
this representation and warranty, real estate taxes and governmental
assessments and installments thereof shall not be considered delinquent
until the earlier of (a) the date on which interest and/or penalties would
first be payable thereon and (b) the date on which enforcement action is
entitled to be taken by the related taxing authority.
11. In the case of each Mortgage Loan, one or more engineering assessments
were performed and prepared by an independent engineering consultant firm,
which visited the related Mortgaged Property not more than 12 months prior
to the origination date of the related Mortgage Loan, and, except as set
forth in an engineering report prepared in connection with such
assessment, a copy of which has been delivered to the Purchaser or its
designee, the related Mortgaged Property is, to the Seller's knowledge,
relying solely on the review of such engineering assessment(s), in good
repair, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan. If an engineering
report revealed any such damage or deficiencies, material deferred
maintenance or other similar conditions as described in the preceding
sentence either (1) an escrow of funds equal to at least 125% of the
amount estimated to effect the necessary repairs, or such other amount as
a prudent commercial mortgage lender would deem appropriate under the
circumstances was required or a letter of credit in such amount was
obtained or (2) such repairs and maintenance have been completed. As of
the date of origination of such Mortgage Loan, there was no proceeding
pending, and subsequent to such date, the Seller has not received notice
of any pending or threatening proceeding for the condemnation of all or
any material portion of the Mortgaged Property securing any Mortgage Loan.
12. The Seller has received an ALTA lender's title insurance policy or a
comparable form of lender's title insurance policy (or if such policy has
not yet been issued, such insurance may be evidenced by escrow
instructions, a "marked up" pro forma or specimen policy or title
commitment, in either case, marked as binding and countersigned by the
title insurer or its authorized agent at the closing of the related
Mortgage Loan) as adopted in the applicable jurisdiction (the "Title
Insurance Policy"), which to the Seller's knowledge, was issued by a title
insurance company qualified to do business in the jurisdiction where the
applicable Mortgaged Property is located to the extent required, insuring
that the related Mortgage is a valid first lien in the original principal
amount of the related Mortgage Loan on the Mortgagor's fee simple interest
(or, if applicable, leasehold interest) in the portion of the Mortgaged
Property comprised of real estate, subject only to the Title Exceptions.
Such Title Insurance Policy was issued in connection with the origination
of the related Mortgage Loan. No claims have been made under such Title
Insurance Policy. Such Title Insurance Policy is in full force and effect,
provides that the originator of the related Mortgage Loan, its successors
or assigns is the sole named insured, and all premiums thereon have been
paid. The Seller has not done, by act or omission, and the Seller has no
knowledge of, anything that would impair the coverage under such Title
Insurance Policy. Immediately following the transfer and assignment of the
related Mortgage Loan to the Purchaser (including endorsement and delivery
of the related Mortgage Note to the Purchaser and recording of the related
Assignment of Mortgage in favor of Purchaser in the applicable real estate
records), such Title Insurance Policy will inure to the benefit of the
Purchaser without the consent of or notice to the title insurer. Such
Title Insurance Policy contains no material exclusions for, or
affirmatively insures against any losses arising from (other than in
jurisdictions in which affirmative insurance is unavailable) (a) access to
public roads, (b) that there are no material encroachments of any part of
the building thereon over easements and (c) that the land shown on the
survey is the same as the property legally described in the Mortgage.
13. Each Mortgaged Property was covered by (1) a fire and extended perils
included within the classification "All Risk of Physical Loss" insurance
policy in an amount (subject to a customary deductible) at least equal to
the lesser of the replacement cost of improvements located on such
Mortgaged Property, with no deduction for depreciation, or the outstanding
principal balance of the Mortgage Loan and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; (2)
business interruption or rental loss insurance in an amount at least equal
to 12 months of operations of the related Mortgaged Property; and (3)
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property in an amount customarily required by prudent
commercial mortgage lenders, but not less than $1 million. An
architectural or engineering consultant has performed an analysis of each
of the Mortgaged Properties located in seismic zone 3 or 4 in order to
evaluate the structural and seismic condition of such property, for the
sole purpose of assessing the probable maximum loss ("PML") for the
Mortgaged Property in the event of an earthquake. In such instance, the
PML was based on a 475-year lookback with a 10% probability of exceedance
in a 50-year period. If the resulting report concluded that the PML would
exceed 20% of the amount of the replacement costs of the improvements,
earthquake insurance on such Mortgaged Property was obtained by an insurer
rated at least "A-:V" (or the equivalent) by A.M. Best Company or "BBB-"
(or the equivalent) from S&P or Fitch. If the Mortgaged Property is
located in Florida or within 25 miles of the coast of Texas, Louisiana,
Mississippi, Alabama, Georgia, North Carolina or South Carolina, such
Mortgaged Property is insured by windstorm insurance in an amount at least
equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the
replacement cost, of the improvements located on the related Mortgaged
Property. Such insurance is required by the Mortgage or related Mortgage
Loan documents and was in full force and effect with respect to each
related Mortgaged Property at origination and to the knowledge of the
Seller, all insurance coverage required under each Mortgage or related
Mortgage Loan documents is in full force and effect with respect to each
related Mortgaged Property; and no notice of termination or cancellation
with respect to any such insurance policy has been received by the Seller;
and except for certain amounts not greater than amounts which would be
considered prudent by a commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related Mortgage or
related Mortgage Loan documents, any insurance proceeds in respect of a
casualty loss will be applied either to (1) the repair or restoration of
the related Mortgaged Property with mortgagee or a third party custodian
acceptable to the mortgagee having the right to hold and disburse the
proceeds as the repair or restoration progresses, other than with respect
to amounts that are customarily acceptable to commercial and multifamily
mortgage lending institutions, or (2) the reduction of the outstanding
principal balance of the Mortgage Loan and accrued interest thereon. To
the Seller's actual knowledge, the insurer with respect to each policy is
qualified to write insurance in the relevant jurisdiction to the extent
required. The insurance policies contain a standard mortgagee clause
naming the originator of the related Mortgage Loan, its successors and
assigns as loss payees in the case of property insurance policies and
additional insureds in the case of liability insurance policies and
provide that they are not terminable and may not be reduced without 30
days prior written notice to the mortgagee (or, with respect to
non-payment of premiums, 10 days prior written notice to the mortgagee) or
such lesser period as prescribed by applicable law. Each Mortgage or
related Mortgage Loan documents require that the Mortgagor maintain
insurance as described above or permits the mortgagee to require insurance
as described above, and permits the mortgagee to purchase such insurance
at the Mortgagor's expense if the Mortgagor fails to do so. Additionally,
for any Mortgage Loan having an unpaid principal balance equal to or
greater than $15,000,000, the insurer has a claims paying ability rating
from S&P or Fitch of not less than "A-" (or the equivalent) or A.M. Best
of not less than "A-:V" (or the equivalent).
14. (A) Other than payments due but not yet 30 days or more delinquent, there
is no material default, breach, violation or event of acceleration
existing under the related Mortgage or the related Mortgage Note, and to
the Seller's actual knowledge no event (other than payments due but not
yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a material
default, breach, violation or event of acceleration, provided, however,
that this representation and warranty does not address or otherwise cover
any default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller in any paragraph of this Schedule I or in any
paragraph of Schedule II, and (B) the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note, except for a written waiver contained in the related
Mortgage File being delivered to the Purchaser, and no such waiver has
been granted since the later of: (a) the date upon which the due diligence
file related to the applicable Mortgage Loan was delivered to Hyperion
Capital Management, LLC, or an affiliate, or (b) the date of the
origination of such Mortgage Loan, and pursuant to the terms of the
related Mortgage or the related Mortgage Note and other documents in the
related Mortgage File no Person or party other than the holder of such
Mortgage Note may declare any event of default or accelerate the related
indebtedness under either of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12
months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past
due in respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date,
the Mortgage Rate (exclusive of any default interest, late charges or
prepayment premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage or related Mortgage Loan documents do not provide
for or permit, without the prior written consent of the holder of the
Mortgage Note, each related Mortgaged Property to secure any other
promissory note or obligation except as expressly described in such
Mortgage or related Mortgage Loan documents.
18. Each Mortgage Loan constitutes a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d))
and such interest in real property was the only security for such Mortgage
Loan as of the Testing Date (as defined below), or (2) the fair market
value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of the Mortgage Loan (a)
as of the Testing Date, or (b) as of the Closing Date. For purposes of the
previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be
the date on which the referenced Mortgage Loan was originated unless (a)
such Mortgage Loan was modified after the date of its origination in a
manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b)
such "significant modification" did not occur at a time when such Mortgage
Loan was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its
origination and at a time when such Mortgage Loan was not in default or
when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred. The related Mortgaged Property, if
acquired by a REMIC in connection with the default or imminent default of
such Mortgage Loan and if operated in accordance with Treasury Regulations
Section 1.856-6, would constitute "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code.
19. One or more environmental site assessments or updates thereof (meeting
American Society for Testing and Materials (ASTM) standards) were
performed by an environmental consulting firm independent of the Seller
and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related
Mortgage Loan, and the Seller, having made no independent inquiry other
than to review the report(s) prepared in connection with the assessment(s)
referenced herein, has no actual knowledge and has received no notice of
any material adverse environmental condition or circumstance affecting
such Mortgaged Property that was not disclosed in such report(s). If any
such environmental report identified any Recognized Environmental
Condition (REC), as that term is defined in the Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment
Process Designation: E 1527-00, as recommended by the American Society for
Testing and Materials (ASTM), with respect to the related Mortgaged
Property and the same have not been subsequently addressed in all material
respects, then either (i) an escrow of 100% or more of the amount
identified as necessary by the environmental consulting firm to address
the REC is held by the Seller for purposes of effecting same (and the
Mortgagor has covenanted in the Mortgage Loan documents to perform such
work), (ii) the related Mortgagor or other responsible party having
financial resources reasonably estimated to be adequate to address the REC
is required to take such actions or is liable for the failure to take such
actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation, (iii) the Mortgagor has provided an
environmental insurance policy, (iv) an operations and maintenance plan
has been or will be implemented or (v) such conditions or circumstances
were investigated further and based upon such additional investigation, a
qualified environmental consultant recommended no further investigation or
remediation. All environmental assessments or updates that were in the
possession of the Seller and that relate to a Mortgaged Property insured
by an environmental insurance policy have been delivered to or disclosed
to the environmental insurance carrier or insurance broker issuing such
policy prior to the issuance of such policy. The Mortgage Loan documents
require the Mortgagor to comply with all applicable environmental laws and
each Mortgagor has agreed to indemnify the mortgagee for any losses
resulting from any material, adverse environmental condition or failure of
the Mortgagor to abide by such laws or has provided environmental
insurance.
20. Each related Mortgage and Assignment of Leases, together with applicable
state law, contains customary and enforceable provisions for comparable
mortgaged properties similarly situated such as to render the rights and
remedies of the holder thereof (which, in the case of a 2006-C28 Serviced
Mortgage Loan, are the Trustee and the 2006-C28 Trustee) adequate for the
practical realization against the Mortgaged Property of the benefits of
the security, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to the effects of bankruptcy,
insolvency, reorganization, receivership, moratorium, redemption,
liquidation or similar law affecting the right of creditors and the
application of principles of equity.
21. No Mortgagor is a debtor in any state or federal bankruptcy or insolvency
proceeding.
22. Each Mortgage Loan is a whole loan (except in respect to each Co-Lender
Loan) and contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or additional
interest in the form of participation in the cash flow of the related
Mortgaged Property or, other than the ARD Loans, provide for negative
amortization. The Seller holds no preferred equity interest.
23. The Mortgage or related Mortgage Loan documents contain a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without the prior written
consent of the holder of the Mortgage, either the related Mortgaged
Property, or any equity interest in the related Mortgagor, is directly or
indirectly transferred, sold or pledged, other than by reason of family
and estate planning transfers, transfers of less than a controlling
interest (as such term is defined in the related Mortgage Loan documents)
in the Mortgagor, issuance of non-controlling new equity interests,
transfers to an affiliate meeting the requirements of the Mortgage Loan,
transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to Crossed
Loans or multi-property Mortgage Loans or transfers of a similar nature to
the foregoing meeting the requirements of the Mortgage Loan (such as
pledges of ownership interests that do not result in a change of control).
The Mortgage or related Mortgage Loan documents require the Mortgagor to
pay all reasonable fees and expenses associated with securing the consents
or approvals described in the preceding sentence including the cost of any
required counsel opinions relating to REMIC or other securitization and
tax issues and any applicable Rating Agency fees.
24. Except as set forth in the related Mortgage File, the terms of the related
Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner
which materially interferes with the security intended to be provided by
such Mortgage and no such waiver, modification, alteration, satisfaction,
impairment, cancellation, subordination or rescission has occurred since
the date upon which the due diligence file related to the applicable
Mortgage Loan was delivered to Hyperion Capital Management, LLC, or an
affiliate.
25. Each related Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12 month period prior to the
related origination date.
26. Since origination, no material portion of the related Mortgaged Property
has been released from the lien of the related Mortgage, in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage. The terms of the related Mortgage or related Mortgage Loan
documents do not provide for release of any material portion of the
Mortgaged Property from the lien of the Mortgage except (a) in
consideration of payment therefor of not less than 125% of the related
allocated loan amount of such Mortgaged Property, (b) upon payment in full
of such Mortgage Loan, (c) upon defeasance permitted under the terms of
such Mortgage Loan by means of substituting for the Mortgaged Property
(or, in the case of a Mortgage Loan secured by multiple Mortgaged
Properties, one or more of such Mortgaged Properties) "government
securities", as defined in the Investment Company Act of 1940, as amended,
sufficient to pay the Mortgage Loan in accordance with its terms, (d) upon
substitution of a replacement property with respect to such Mortgage Loan
as set forth on Schedule 26, (e) where release is conditional upon the
satisfaction of certain objective underwriting and legal requirements, the
satisfaction of which would be acceptable to a reasonably prudent
commercial mortgage lender and the payment of a release price that
represents at least 125% of the appraised value of such Mortgaged Property
or (f) releases of unimproved out-parcels or other portions of the
Mortgaged Property which will not have a material adverse effect on the
underwritten value of the security for the Mortgage Loan and which were
not afforded any value in the appraisal obtained at the origination of the
Mortgage Loan.
27. To the Seller's knowledge, as of the date of origination of such Mortgage
Loan, based on an opinion of counsel, an endorsement to the related title
policy, a zoning letter or a zoning report, and, to the Seller's
knowledge, as of the Cut-Off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property, the improvements thereon or the use and occupancy
thereof which would have a material adverse effect on the value, operation
or net operating income of the Mortgaged Property which are not covered by
title insurance. Any non-conformity with zoning laws constitutes a legal
non-conforming use or structure which, in the event of casualty or
destruction, may be restored or repaired to the full extent of the use or
structure at the time of such casualty, or for which law and ordinance
insurance coverage has been obtained in amounts customarily required by
prudent commercial mortgage lenders, or such non-conformity does not
materially and adversely affect the use, operation or value of the
Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title policy
referred to herein obtained in connection with the origination of each
Mortgage Loan, none of the material improvements which were included for
the purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by title insurance) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by title insurance).
29. Each Mortgage Loan with an original principal balance over $5,000,000
requires the Mortgagor to be for at least for so long as the Mortgage Loan
is outstanding and, to Seller's actual knowledge, each Mortgagor is, a
Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a
person, other than an individual, whose organizational documents provide,
or which entity represented and covenanted in the related Mortgage Loan
documents, substantially to the effect that such Mortgagor (i) does not
and will not have any material assets other than those related to its
interest in such Mortgaged Property or Properties or the financing
thereof; (ii) does not and will not have any indebtedness other than as
permitted by the related Mortgage or other related Mortgage Loan
documents; (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; and (iv) holds itself out as being a legal entity,
separate and apart from any other person. With respect to each Mortgage
Loan with an original principal balance over $15,000,000, the
organizational documents of the related Mortgagor provide substantially to
the effect that such Mortgagor (i) does not and will not have any material
assets other than those related to its interest in such Mortgaged Property
or Properties or the financing thereof; (ii) does not and will not have
any indebtedness other than as permitted by the related Mortgage or other
related Mortgage Loan documents; (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; and (iv) holds itself out as
being a legal entity, separate and apart from any other person. Each such
Mortgage Loan having an original principal balance of $20,000,000 or more
has a counsel's opinion regarding non-consolidation of the Mortgagor in
any insolvency proceeding involving any other party. The organizational
documents of any Mortgagor on a Mortgage Loan having an original principal
balance of $15,000,000 or more which is a single member limited liability
company provide that the Mortgagor shall not dissolve or liquidate upon
the bankruptcy, dissolution, liquidation or death of the sole member. With
respect to any such single member limited liability company, which is the
Mortgagor on a Mortgage Loan having an original principal balance of
$15,000,000 or more, the Mortgage Loan has an opinion of such Mortgagor's
counsel confirming that the law of the jurisdiction in which such single
member limited liability company was organized permits such continued
existence upon such bankruptcy, dissolution, liquidation or death of the
sole member of the Mortgagor.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to
the Seller's actual knowledge, no funds have been received from any Person
other than the Mortgagor, for or on account of payments due on the
Mortgage Note or the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as of
the Cut-Off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which
could reasonably be expected to materially and adversely affect such
Mortgagor's ability to pay principal, interest or any other amounts due
under such Mortgage Loan or the security intended to be provided by the
Mortgage Loan documents or the current use of the Mortgaged Property.
32. As of the date of origination, and, to the Seller's actual knowledge, as
of the Cut Off Date, if the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has either
been properly designated and serving under such Mortgage or may be
substituted in accordance with the Mortgage and applicable law.
33. The Mortgage Loan and the interest (exclusive of any default interest,
late charges or prepayment premiums) contracted for on such Mortgage Loan
(other than an ARD Loan after the Anticipated Repayment Date) complied as
of the date of origination with, or is exempt from, applicable state or
federal laws, regulations and other requirements pertaining to usury.
34. Except with respect to the Companion Loan of any Co-Lender Loan, the
related Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Crossed Loan is
cross-collateralized only with other Mortgage Loans sold pursuant to this
Agreement.
35. The improvements located on the Mortgaged Property are either not located
in a federally designated special flood hazard area or, if so located, the
Mortgagor is required to maintain or the mortgagee maintains, flood
insurance with respect to such improvements and such policy is in full
force and effect in an amount no less than the lesser of (i) the original
principal balance of the Mortgage Loan, (ii) the value of such
improvements on the related Mortgaged Property located in such flood
hazard area or (iii) the maximum allowed under the related federal flood
insurance program.
36. All escrow deposits and payments required pursuant to the Mortgage Loan as
of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, are in the
possession, or under the control, of the Seller or its agent (or, in the
case of a 2006-C28 Serviced Mortgage Loan, in the possession of the
2006-C28 Master Servicer) and there are no deficiencies in connection
therewith.
37. To the Seller's actual knowledge, based on the due diligence customarily
performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to
the related geographic area and properties comparable to the related
Mortgaged Property, as of the date of origination of the Mortgage Loan,
the related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property by the related
Mortgagor, and, as of the Cut-Off Date, the Seller has no actual knowledge
that the related Mortgagor, the related lessee, franchisor or operator was
not in possession of such licenses, permits and authorizations. The
Mortgage Loan documents require the Mortgagor to maintain all such
licenses, permits, authorizations and franchises.
38. The origination (or acquisition, as the case may be), servicing and
collection practices used by the Seller with respect to the Mortgage Loan
have been in all respects legal and have met customary industry standards
for servicing of commercial mortgage loans for conduit loan programs.
39. Except for Mortgagors under Mortgage Loans the Mortgaged Property with
respect to which includes a Ground Lease, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
40. The Mortgage Loan documents for each Mortgage Loan provide that each
Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor and an additional guarantor who is a natural person
accepts responsibility for fraud and/or other intentional material
misrepresentation and environmental indemnity. Furthermore, the Mortgage
Loan documents for each Mortgage Loan provide that the related Mortgagor
and an additional guarantor, who is a natural person, shall be liable to
the lender for losses incurred due to the misapplication or
misappropriation of rents collected in advance or received by the related
Mortgagor after the occurrence of an event of default and not paid to the
mortgagee or applied to the Mortgaged Property in the ordinary course of
business, misapplication or conversion by the Mortgagor of insurance
proceeds or condemnation awards or breach of the environmental covenants
in the related Mortgage Loan documents.
41. Subject to the exceptions set forth in paragraph (5) and upon possession
of the Mortgaged Property as required under applicable state law, the
Assignment of Leases set forth in the Mortgage or separate from the
related Mortgage and related to and delivered in connection with each
Mortgage Loan establishes and creates a valid, subsisting and enforceable
lien and security interest in the related Mortgagor's interest in all
leases, subleases, licenses or other agreements pursuant to which any
Person is entitled to occupy, use or possess all or any portion of the
real property.
42. With respect to such Mortgage Loan, any Prepayment Premium and Yield
Maintenance Charge constitutes a "customary prepayment penalty" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
43. If such Mortgage Loan contains a provision for any defeasance of mortgage
collateral, such Mortgage Loan permits defeasance (1) no earlier than two
years after the Closing Date and (2) only with substitute collateral
constituting "government securities" within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all
scheduled payments under the Mortgage Note. Such Mortgage Loan was not
originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages. In addition, if such
Mortgage contains such a defeasance provision, it provides (or otherwise
contains provisions pursuant to which the holder (which, in the case of a
2006-C28 Serviced Mortgage Loan, are the Trustee and the 2006-C28 Trustee
can require) that an opinion be provided to the effect that such holder
has a first priority perfected security interest in the defeasance
collateral. The related Mortgage Loan documents permit the lender to
charge all of its expenses associated with a defeasance to the Mortgagor
(including rating agencies' fees, accounting fees and attorneys' fees),
and provide that the related Mortgagor must deliver (or otherwise, the
Mortgage Loan documents contain certain provisions pursuant to which the
lender can require) (a) an accountant's certification as to the adequacy
of the defeasance collateral to make payments under the related Mortgage
Loan for the remainder of its term, (b) an Opinion of Counsel that the
defeasance complies with all applicable REMIC Provisions, and (c)
assurances from the Rating Agencies that the defeasance will not result in
the withdrawal, downgrade or qualification of the ratings assigned to the
Certificates. Notwithstanding the foregoing, some of the Mortgage Loan
documents may not affirmatively contain all such requirements, but such
requirements are effectively present in such documents due to the general
obligation to comply with the REMIC Provisions and/or deliver a REMIC
Opinion of Counsel.
44. To the extent required under applicable law as of the date of origination,
and necessary for the enforceability or collectability of the Mortgage
Loan, the originator of such Mortgage Loan was authorized to do business
in the jurisdiction in which the related Mortgaged Property is located at
all times when it originated and held the Mortgage Loan.
45. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
46. Except with respect to the Companion Loan of any Co-Lender Loan, none of
the Mortgaged Properties is encumbered, and none of the Mortgage Loan
documents permits the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the
holder thereof, by any lien securing the payment of money junior to or of
equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmens liens that become payable after the Cut-Off Date of the
related Mortgage Loan).
47. Each related Mortgaged Property constitutes one or more complete separate
tax lots (or the related Mortgagor has covenanted to obtain separate tax
lots and a Person has indemnified the mortgagee for any loss suffered in
connection therewith or an escrow of funds in an amount sufficient to pay
taxes resulting from a breach thereof has been established) or is subject
to an endorsement under the related title insurance policy.
48. An appraisal of the related Mortgaged Property was conducted in connection
with the origination of such Mortgage Loan; and such appraisal satisfied
either (A) the requirements of the "Uniform Standards of Professional
Appraisal Practice" as adopted by the Appraisal Standards Board of the
Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act or 1989, in either case
as in effect on the date such Mortgage Loan was originated.
49. In the origination and servicing of the Mortgage Loan, neither Seller nor
any prior holder of the Mortgage Loan participated in any fraud or
intentional material misrepresentation with respect to the Mortgage Loan.
To Seller's knowledge, no Mortgagor or guarantor originated a Mortgage
Loan.
50. Each Mortgage or related Mortgage Loan documents require the Mortgagor
upon request to provide the owner or holder of the Mortgage with quarterly
(except for some Mortgage Loans with an original principal balance less
than $5,000,000) and annual operating statements (or a balance sheet and
statement of income and expenses), rent rolls (if there is more than one
tenant) and related information, which annual financial statements for all
Mortgage Loans with an outstanding principal balance greater than
$20,000,000 are required to be audited by an independent certified public
accountant.
51. Each Mortgaged Property is served by public utilities, water and sewer (or
septic facilities) and otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized.
52. If the Mortgaged Property securing any Mortgage Loan is covered by a
secured creditor policy, then:
(a) the Seller:
(i) has disclosed, or is aware that there has been
disclosed, in the application for such policy or
otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy)
identified in any environmental reports related to such
Mortgaged Property which are in the Seller's possession
or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer
or its agent under such policy copies of all
environmental reports in the Seller's possession related
to such Mortgaged Property;
in each case, with respect to (i) or (ii), to the extent required by
such policy or to the extent the failure to make any such disclosure or
deliver any such report would materially and adversely affect the
Mortgagor's ability to recover under such policy;
(b) all premiums for such insurance have been paid;
(c) such insurance is in full force and effect;
(d) such insurance has a term of at least five years beyond the maturity
date (or the Anticipated Repayment Date for ARD Loans) of such
Mortgage Loan;
(e) an environmental report, a property condition report or an
engineering report was prepared that included an assessment for lead
based paint ("LBP") (in the case of a multifamily property built
prior to 1978), asbestos containing materials ("ACM") (in the case
of any property built prior to 1985) and radon gas ("RG") (in the
case of a multifamily property) at such Mortgaged Property and (ii)
if such report disclosed the existence of a material and adverse
LBP, ACM or RG environmental condition or circumstance affecting
such Mortgaged Property, then, except as otherwise described on
Schedule II, (A) the related Mortgagor was required to remediate
such condition or circumstance prior to the closing of the subject
Mortgage Loan, or (B) the related Mortgagor was required to provide
additional security reasonably estimated to be adequate to cure such
condition or circumstance, or (C) such report did not recommend any
action requiring the expenditure of any material funds and the
related Mortgage Loan documents require the related Mortgagor to
establish an operations and maintenance plan with respect to such
condition or circumstance after the closing of such Mortgage Loan;
and
(f) rights under such policy inure to the benefit of the Purchaser.
53. Each Mortgage Loan is secured by the fee interest in the related Mortgaged
Property, except with respect to loan numbers 1.06, 2.02, 2.15, 3, 7, 8,
47, 77, 86 and 122 listed on the Mortgage Loan Schedule, which Mortgage
Loans are secured by the interest of the related Mortgagor as a lessee
under a ground lease of a Mortgaged Property (a "Ground Lease") (the term
Ground Lease shall mean such ground lease, all written amendments and
modifications, and any related estoppels or agreements from the ground
lessor and, in the event the Mortgagor's interest is a ground
subleasehold, shall also include not only such ground sublease but also
the related ground lease) (or, with respect to loan numbers 2.02, 3, 7, 8,
47 and 77, which Mortgage Loans are secured by fee interests with respect
to certain of the related Mortgaged Properties and ground leases with
respect to other of the related Mortgaged Properties), but not by the
related fee interest in such Mortgaged Property (the "Fee Interest") and:
(a) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent
of the lessor thereunder is required, it has been obtained prior to
the Closing Date, and does not restrict the use of the related
Mortgaged Property by such lessee, its successors or assigns, in a
manner that would materially adversely affect the security provided
by the related Mortgage; and there has been no material change in
the terms of such Ground Lease since its recordation, with the
exception of written instruments which are a part of the related
Mortgage File;
(b) Such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other
than the related Fee Interest and Title Exceptions;
(c) The Mortgagor's interest in such Ground Lease is assignable to the
mortgagee and its successors and assigns upon notice to, but without
the consent of, the lessor thereunder (or, if such consent is
required, it has been obtained prior to the Cut-Off Date) and, in
the event that it is so assigned, is further assignable by the
mortgagee and its successors and assigns upon notice to, but without
the need to obtain the consent of, such lessor (or, if such consent
is required, it has been obtained prior to the Cut-Off Date);
(d) As of the Closing Date such Ground Lease is in full force and
effect, and the Seller has not received notice (nor is the Seller
otherwise aware) that any default has occurred under such Ground
Lease as of the Cut-Off Date;
(e) Seller or its agent has provided the lessor under the Ground Lease
with notice of its lien, and such Ground Lease requires the lessor
to give notice of any default by the lessee to the mortgagee, and
such Ground Lease, further provides that no notice of termination
given under such Ground Lease is effective against such mortgagee
unless a copy has been delivered to such mortgagee in the manner
described in such Ground Lease;
(f) The mortgagee under such Mortgage Loan is permitted a reasonable
opportunity to cure any default under such Ground Lease (including
where necessary, sufficient time to gain possession of the interest
of the lessee under the Ground Lease), which is curable after the
receipt of written notice of any such default, before the lessor
thereunder may terminate such Ground Lease, and all of the rights of
the Mortgagor under such Ground Lease and the related Mortgage
(insofar as it relates to the Ground Lease) may be exercised by or
on behalf of the mortgagee;
(g) Such Ground Lease has a current term (including one or more optional
renewal terms, which, under all circumstances, may be exercised, and
will be enforceable, by the Seller, its successors or assigns) which
extends not less than 10 years beyond the amortization term of the
related Mortgage Loan;
(h) Such Ground Lease requires the lessor to enter into a new lease with
the mortgagee under such Mortgage Loan upon termination of such
Ground Lease for any reason, including rejection of such Ground
Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related insurance proceeds or condemnation award will
be applied either (i) to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee under such
Mortgage Loan or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to
the payment of the outstanding principal balance of such Mortgage
Loan together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender; and the lessor thereunder is not
permitted, in the absence of an uncured default, to disturb the
possession, interest or quiet enjoyment of any lessee in the
relevant portion of the Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially
adversely affect the security provided by the related Mortgage; and
(k) Such Ground Lease may not be amended or modified without the prior
consent of the mortgagee under such Mortgage Loan and any such
action without such consent is not binding on such mortgagee, its
successors or assigns.
SCHEDULE II
-----------
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
--------------------------------------------
Exceptions to Representation 8
------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler Each Mortgage Loan is cross-collateralized and
6 Newport Bluffs cross-defaulted with its related Companion
7 Renaissance Tower Office Building Loan(s), which is not included in the Mortgage
11 Dakota Square Mall Pool. In addition, the related Companion Loan(s)
00 Xxxxx Xxxxxxxx - Xxxxxx, XX is secured by the same Mortgaged Property and the
80 FBI - Albany, NY same Mortgage Loan securing each Mortgage Loan.
-------------------------------------------- --------------------------------------------------
64 Time Warner Call Center Certain tenants of the Mortgaged Property
have been granted a right of first refusal
and/or purchase options to purchase the
related Mortgaged Property under the terms
of their lease agreements. Each right of
first refusal and purchase option is
subordinate to the related Mortgage and is
not exercisable in a foreclosure sale.
Exception to Representation 11
------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
108 Center Building The required engineering escrow for each
Mortgaged Property is for an amount that is less
than 125% of the estimated repair cost.
Exceptions to Representation 13
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
41 Smoky Crossing I Apartments The Seller approved United States Fire Insurance
00 Xxxxx Xxxxxx Xxxxxxxxxx Company as an insurance carrier for property
00 Xxxxxx Xxxxx I Apartments insurance whose rating is "BBB" by S&P and
115 Xxxxxx Hollow Apartments "A-XIII" by A.M. Best.
126 Xxxxxx Xxxxx Apartments
134 Southern Xxxxx Apartments
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Mortgagor will maintain the insurance coverage
described in the related Mortgage Loan documents
with either (A) one or more financially sound and
responsible insurance companies authorized to do
business in the state in which the Mortgaged
Property is located and having a
claims-paying-ability rating by S&P not lower than
"A" or (B) a syndicate of insurers through which
(1) at least sixty percent (60%) of the coverage
(if there are 4 or more members of the syndicate)
or at least fifty percent (50%) of the coverage
(if there are 5 or more members of the syndicate)
is with carriers having either (y) a
claims-paying-ability rating by S&P not lower than
"A" or (z) a claims-paying-ability rating by A.M.
Best not lower than "A-X", (2) at least ninety
percent (90%) of claims coverage (inclusive of the
coverage provided by the carriers described in (1)
above) shall be with one or more carriers having a
claims-paying-ability rating by A.M. Best of
"A-IX" or better, (3) the balance of the coverage
not to exceed ten percent (10%) of claims coverage
is with one or more carriers having a
claims-paying-ability rating by A.M. Best of
"A-VIII" or better or (4) provided, further, with
regard to any insurance carrier which has a
claims-paying-ability rating by A.M. Best of less
than "A-IX" such carrier may not represent more
than five percent (5%) of the total insurance
described in Sections 6.1(a)(i), (ii), (iii),
(iv), (v), (vii), (x), (xi), and (xii). In no
event may the financial strength ratings of any
members of the syndicate be rated less than "BBB"
by S&P. The Mortgagor shall maintain the insurance
coverage described in the related Mortgage Loan
documents with respect to worker's compensation
and motor vehicle coverage with carriers
maintaining a rating either (a) by S&P of "BBB" or
better or (b) by A.M. Best of "B+" or better.
Notwithstanding anything to the contrary contained
herein, the Mortgagor may maintain the insurance
coverage described in and required by the related
Mortgage Loan documents with the insurer(s) under
the policies as evidenced in the certificates of
insurance delivered to the lender on the
origination date of the Mortgage Loan provided
that such insurer(s) maintain no less than the
claims paying ability rating applicable thereto by
S&P or A.M. Best, as applicable, in effect on the
origination date, as applicable, in effect on the
origination date and (ii) as an alternative to the
policies required to be maintained pursuant to the
related Mortgage Loan documents, the Mortgagor
will not be in default if the Mortgagor maintains
(or causes to be maintained) policies which (A)
have coverages, deductibles and/or other related
provisions other than those specified above and/or
(B) are provided by insurance companies not
meeting the credit ratings requirements set forth
above (any such policy, a "Non-Conforming
Policy"); provided, that, prior to obtaining such
Non-Conforming Policies (or permitting such
Non-Conforming Policies to be obtained), the
Mortgagor shall have (1) received the lender's
prior written consent thereto and (2) if required
by the lender, confirmed that the lender has
received a Rating Agency Confirmation with respect
to any such Non-Conforming Policy.
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The Mortgagor will maintain the insurance
coverage with carriers maintaining a rating
either of "BBB" or better by S&P or "B+" by A.M.
Best.
-------------------------------------------- --------------------------------------------------
0 Xxxxxxxxx Xxx Xxxxxx In the event that (A) four (4) or fewer insurance
companies issue the insurance policies with
respect to the related Mortgage Loan, then at
least seventy-five percent (75%) of the insurance
coverage represented by such policies must be
provided by companies having a credit rating of
"A+" or better by S&P and the balance of the
coverage must be provided by companies having a
credit rating of "BBB" or better by S&P or (B)
five (5) or more companies issue such policies,
then at least sixty percent (60%) of the coverage
must be provided by companies having a rating of
"A+" or better by S&P and the remainder must have
a rating of "BBB" or better. Lesser ratings are
permitted by the lender or if the Mortgage Loan
has been securitized, if a no downgrade letter
has been obtained.
-------------------------------------------- --------------------------------------------------
8 00-00 Xxxx 00xx Xxxxxx Application of insurance proceeds will be applied
either toward the restoration of the Mortgaged
Property or reduction of the principal balance of
the Mortgage Loan, subject, however, to the terms
of the Primary Lease. Pursuant to the Primary
Lease, (i) all awards and payments related to a
taking (in whole or in part), after deducting
sums applied to the cost of restoration (with
respect to a partial taking), shall be paid as
follows: first, to the Mortgagor until the
Mortgagor has received a sum of $48,000,000;
next, to the Primary Tenant, to the unamortized
cost of the Primary Tenant's leasehold
improvements (including construction costs); and
finally, the balance to the Mortgagor; and (ii)
in the event of a substantial casualty (i.e. more
than 50% loss) occurring during or after the 10th
lease year which results in the termination of
the Primary Lease, insurance proceeds shall first
be paid to Primary Tenant, to the extent of the
unamortized cost thereof, with the balance being
paid to the Mortgagor. However, the Mortgagor
and the guarantors shall indemnify the lender
during any period when the Gap Insurance Coverage
(as defined in the Security Instrument) is not in
effect, for any losses resulting from the receipt
by the Primary Tenant pursuant to the Primary
Lease of any insurance proceeds or condemnation
awards prior to the Mortgage Loan being paid in
full; excluding, however, (x) any proceeds
applied by the Primary Tenant to the restoration
of the Mortgaged Property in accordance with the
Primary Lease and (y) any proceeds or awards
received by the Primary Tenant which would not
have been payable to the lender pursuant to the
Security Instrument (without, for these purposes,
taking into consideration any provisions making
the Security Instrument subject to the provisions
of the Primary Lease).
-------------------------------------------- --------------------------------------------------
27 Raveneaux Apartments To the extent that any insurance proceeds remain
after the complete restoration or repair of the
Mortgaged Property, the remaining proceeds are to
be paid to the Mortgagor.
-------------------------------------------- --------------------------------------------------
107 St. Xxxx Post Office The Mortgagor only maintains windstorm coverage
in the amount of $5,000,000, but a carve out was
added to cover any losses incurred as a result of
insufficient coverage.
-------------------------------------------- --------------------------------------------------
132 CVS - San Antonio, TX Each Mortgaged Property is self-insured.
Exceptions to Representation 16
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
27 Raveneaux Apartments The interest rate will vary upon the disbursement
of the future advance and in accordance with the
Bow-Tie Rate schedule attached to the related
Note.
Exceptions to Representation 19
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
18 Crossroads Technology Park The Indemnity in Mortgage and Environmental
Indemnity expressly excludes losses and damages
from diminution in value of the Mortgaged
Property or any future reduction in the sales
price of the Mortgaged Property by reason of
environmental contamination.
Exceptions to Representation 22
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
29 Rancho Solana Apartments Wachovia Development Corporation, an affiliate of
41 Smoky Crossing I Apartments the Seller, owns an interest in the related
00 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx.
00 Xxxxxx Xxxxx I Apartments
115 Xxxxxx Hollow Apartments
126 Xxxxxx Xxxxx Apartments
134 Southern Xxxxx Apartments
Exceptions to Representation 23
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
6 Newport Bluffs The related Mortgage Loan documents permit the
transfer of certain direct or indirect interests
in the Mortgagor, subject to certain conditions
set forth in the related Mortgage Loan documents.
-------------------------------------------- --------------------------------------------------
16 Hilton - Providence, RI The related Mortgage Loan documents permit the
transfer of certain interests to Institutional
Investors (as defined in the related Mortgage),
subject to certain conditions set forth in the
related Mortgage Loan documents.
29 Rancho Solana Apartments Each of the related Mortgages permits transfers
41 Smoky Crossing I Apartments by Wachovia Development Corporation of its
00 Xxxxx Xxxxxx Apartments indirect membership interest in the related
00 Xxxxxx Xxxxx I Apartments Mortgagor and transfers of the stock of any
115 Xxxxxx Hollow Apartments Wachovia affiliate that owns an indirect
126 Xxxxxx Xxxxx Apartments membership interest in the related Mortgagor.
000 Xxxxxxxx Xxxxx Apartments
15 AMLI at Riverbend The Mortgagor is permitted to transfer
18 Crossroads Technology Park tenant-in-common interests subject to conditions
00 Xxxxxxx Xxxxx Xxxxx II set forth in the related Mortgage Loan documents.
00 Xxxxx Xxxxx Xxxxxxxxx Shopping Center
25 Lakeland Commons Shopping Center
27 Raveneaux Apartments
35 Sono Corporate Center
42 Cost Plus Plaza
49 Heritage Lake at Westland Apartments
60 The Crescent at Ballantyne
61 River Ranch Apartments
67 Tudor Heights Apartments
74 Avalon Park Apartments
76 Arbors at Fairview Apartments
82 MAC I and MAC II
87 Beechwood Apartments
000 Xxxxxx Xxxxxx
103 Xxxxxx Crossroads
Exceptions to Representation 26
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The related Mortgage Loan documents permit a
3 Galleria at Tyler portion of the Mortgaged Property to be released,
0 Xxxxxxxxx Xxx Xxxxxx subject to certain conditions set forth therein.
8 21 - 00 Xxxx 00xx Xxxxxx
35 Sono Corporate Center
00 Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx
70 Riveredge Pool
72 000 Xxxxxxxx Xxxxxxx
115 Xxxxxx Hollow Apartments
000 Xxxxxxxxxx Xxxxxx
126 Xxxxxx Xxxxx Apartments
134 Southern Xxxxx Apartments
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The related Mortgage Loan documents permit all or
2 Centro Syndicate 2 Pool a portion of the related Mortgaged Property to be
3 Galleria at Tyler substituted, subject to several conditions set
4 Centro International Wholesale Pool forth therein.
00 Xxxxx Xxxxx Xxxxxxxxx Shopping Center
132 CVS - San Antonio, TX
138 Dollar General - Xxxxxxxxxx, TN
142 Advance Auto Grand Forks, ND
Exceptions to Representation 27
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
27 Raveneaux Apartments Unincorporated Xxxxxx County does not have zoning
regulations. An assessment of compliance is
therefore unavailable.
-------------------------------------------- --------------------------------------------------
40 Treybrooke Apartments The Mortgaged Property is non-conforming with
respect to a 785-square foot storage building
located in the northeastern portion of the
Mortgaged Property which is viewed as
non-conforming as it is located within the
required setback.
-------------------------------------------- --------------------------------------------------
52 Andorra Apartments The improvements are currently non-conforming due
to a parking deficiency. The Mortgagor and
indemnitor have provided a full recourse Side
Letter in which they agree to cure the
deficiency and indemnify the lender for all
related losses in the meantime. A zoning
endorsement was also provided by the title
company. Conditional Use Permit 2-530 was
granted to allow 186 units with 334 parking
spaces. Additionally, Variance 3-231 was granted
to allow a three-story structure.
-------------------------------------------- --------------------------------------------------
17 New Market Pool Each Mortgaged Property is legal non-conforming
00 Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx and no law and ordinance insurance is in place
00 Xxxxxxx Xxxxxx Xxxxxx - Xxxxxxxx for each Mortgaged Property.
114 The Xxxxxxxx
Exceptions to Representation 29
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
21 Shoppes of Wellington Green The Mortgage Loan has an original principal
23 Xxxxx Xxxxx Crossings Shopping Center balance above $20,000,000 and the lender has
24 Weston One waived the requirements for a non-consolidation
00 Xxxxxxxx Xxxxxxx Shopping Center opinion.
00 Xxx Xxxxxxx Xxxxxxxxx Xxxxxx XX
00 Xxxxxx Xxxxxx Apartments
30 Concourse Office Plaza I & II
31 Napa Valley Apartments
-------------------------------------------- --------------------------------------------------
6 Newport Bluffs The Mortgage Loan has an original principal
14 Alhambra Towers balance above $15,000,000 and the related
15 AMLI at Riverbend Mortgagor is not a bankruptcy remote special
22 The Fairways Apartments purpose entity.
00 Xxxxxxxxx Xxxxxxxxxx
00 Xxxxxx Xxxxxx Apartments
33 Pinnacle Grove Apartments
34 Boulder Crossing Shopping Center
50 Aetna Building - Fresno, CA
53 West Sahara Promenade
-------------------------------------------- --------------------------------------------------
00 Xxxxxxxxxx Xxxxx The Mortgage Loan has an original principal
balance above $5,000,000 and
the related Mortgagor is
permitted to own two parcels
adjacent to the Mortgaged
Property.
-------------------------------------------- --------------------------------------------------
000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxx The lender agreed to permit the Mortgagor to use
Washington single member LLC instead of Delaware
single member LLC.
Exceptions to Representation 31
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
15 AMLI at Riverbend Triple Net Properties LLC et al v Core Realty
Holdings LLC et al (8:06-cv-00823-DOC-RNB) filed
on September 1, 2006 in the Southern District of
California - Santa Xxx for Breach of Contract.
-------------------------------------------- --------------------------------------------------
74 Avalon Park Apartments Xxx XxXxxxx at al v Xxxxx Xxxxx (40% owner of
sole member of a TIC borrower) et al (RG05
237580) filed on March 6, 2006 in Alameda County,
California Superior Court for fraud, negligent
misrepresentation and breach of fiduciary duties.
Exceptions to Representation 40
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler There is a Guaranty of Payment from GGP-TRS
L.L.C. capped at $30 million in connection with
the expansion project at the Mortgaged Property
that will be triggered upon the aggregate DSC
Ratio falling below 1.15x and other conditions as
specified in the related Mortgage Loan documents.
-------------------------------------------- --------------------------------------------------
6 Newport Bluffs There is no third-party guarantor other than the
Mortgagor other than with respect to bankruptcy
matters. The Irvine Company, LLC, not a natural
person, has delivered a guaranty for bankruptcy
related losses of the lender, and has delivered a
guaranty for terrorism insurance coverage,
covering all losses which would normally be
handled by such coverage in an amount of not more
than $50,000,000.
-------------------------------------------- --------------------------------------------------
8 00-00 Xxxx 00xx Xxxxxx The Mortgagor is the only indemnitor on the
environmental indemnity. There is no additional
guarantor. With respect to the guaranty of
non-recourse carve-outs, the additional
guarantors only indemnify the lender during any
period when the Gap Insurance Coverage (as
defined in the Security Instrument) is not in
effect, for any losses resulting from the receipt
by the Primary Tenant pursuant to the Primary
Lease of any insurance proceeds or condemnation
awards prior to the Mortgage Loan being paid in
full; excluding, however, (x) any proceeds
applied by the Primary Tenant to the restoration
of the Mortgaged Property in accordance with the
Primary Lease and (y) any proceeds or awards
received by the Primary Tenant which would not
have been payable to the lender pursuant to the
Security Instrument (without, for these purposes,
taking into consideration any provisions making
the Security Instrument subject to the provisions
of the Primary Lease). The Mortgagor indemnifies
the lender for the other standard carve-outs but
there is no additional guarantor.
-------------------------------------------- --------------------------------------------------
44 The Forum at Xxxxxx Xxxx Phase I The lender agreed to delete the full recourse
provisions for (i) a violation of the SPE
covenants and due-on-sale/transfer section of the
Mortgage and (ii) voluntary and involuntary
bankruptcy. In addition, the non-recourse
carveout for fraud is limited to the Mortgagor
and the guarantor.
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The guarantor for the related Mortgage Loan is
0 Xxxxxxxxx Xxx Xxxxxx not a natural person.
00 Xxxx Xxxx Xxxx Center
18 Crossroads Technology Park
20 Village on University Apartments
00 Xxxxx Xxxxx Xxxxxxxxx Shopping Center
25 Lakeland Commons Shopping Center
28 Gramercy Apartments
33 Pinnacle Grove Apartments
41 Smoky Crossing I Apartments
43 Las Colinas Corporate Center I
44 The Forum at Xxxxxx Xxxx Phase I
49 Heritage Lake at Westland Apartments
50 Aetna Building - Fresno, CA
00 Xxxxx Xxxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxxxxxx Center I & II
58 Silver Lakes Heights Apartments
00 Xxx Xxxxx at Greenway Apartments
64 Time Warner Call Center
75 T-Mobile - Nashville, TN
76 Arbors at Fairview Apartments
80 FBI - Albany, NY
00 Xxxxxx Xxxxx X Xxxxxxxxxx
00 Xxx Xxxxx at White Oak Apartments
87 Beechwood Apartments
104 Park Manor Apartments
115 Xxxxxx Hollow Apartments
126 Xxxxxx Xxxxx Apartments
132 CVS - San Antonio, TX
134 Southern Xxxxx Apartments
138 Dollar General - Xxxxxxxxxx, TN
142 Advance Auto Grand Forks, ND
-------------------------------------------- --------------------------------------------------
97 The Venterra at Waters Edge Apartments The guarantor with respect to the environmental
112 0000 Xxxx Xxx Xxxxxxxxx Xxxxxx indemnity for the related Mortgage Loan is not a
natural person.
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool There is no separate guarantor.
2 Centro Syndicate 2 Pool
4 Centro International Wholesale Pool
00 Xxxxxx Xxxxxx Xxxx
14 Alhambra Towers
24 Weston One
26 Las Colinas Corporate Center II
30 Concourse Office Plaza I & II
108 Center Building
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler There is no separate guarantor providing an
41 Smoky Crossing I Apartments environmental indemnity.
43 Las Colinas Corporate Center I
44 The Forum at Xxxxxx Xxxx Phase I
00 Xxxxx Xxxxxxxx - Xxxxxx, XX
00 Xxxxx Xxxxxx Xxxxxxxxxx
00 X-Xxxxxx - Xxxxxxxxx, XX
80 FBI - Albany, NY
81 Forest Ridge I Apartments
97 The Venterra at Waters Edge Apartments
104 Park Manor Apartments
115 Xxxxxx Hollow Apartments
134 Southern Xxxxx Apartments
Exceptions to Representation 43
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler With respect to each Mortgage Loan, the
13 Pennwood Crossing MHP defeasance collateral must provide for payment of
14 Alhambra Towers all successive monthly payment dates occurring
15 AMLI at Riverbend from the release date through the expiration of
the prepayment lockout period.
Exceptions to Representation 45
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
29 Rancho Solana Apartments Wachovia Development Corporation, an affiliate of
41 Smoky Crossing I Apartments the Seller, owns an interest in the related
00 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx.
00 Xxxxxx Xxxxx I Apartments
115 Xxxxxx Hollow Apartments
126 Xxxxxx Xxxxx Apartments
134 Southern Xxxxx Apartments
Exceptions to Representation 46
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
2 Centro Syndicate 2 Pool The related Mortgage Loan documents permit the
6 Newport Bluffs Mortgagor to encumber the related Mortgaged
4 Centro Industrial Wholesale Pool Property with additional pari passu debt in the
future, subject to certain conditions set forth
in the related Mortgage Loan documents.
-------------------------------------------- --------------------------------------------------
15 AMLI at Riverbend Other than with respect to the Companion Loans of
22 The Fairways Apartments any Co-Lender Loan, each Mortgaged Property is
61 River Ranch Apartments encumbered by existing secondary debt.
Exceptions to Representation 47
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
122 Walgreens - Edgewater, MD The Mortgaged Property is not currently a
separate tax lot. The related Mortgage Loan
documents provide for the impounding of taxes on
the larger lot (of which the Mortgaged Property
is a part) and the annual release upon proof of
the payment of taxes on such larger lot.
Exceptions to Representation 50
-------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The related Mortgage Loan has an original
principal balance of more than $20,000,000;
however financial statements will be audited by an
independent certified public accountant only if
required by Regulation AB.
-------------------------------------------- --------------------------------------------------
00 Xxxxxxxx Xxxxxxxxx MHP The related Mortgage Loan has an original
15 AMLI at Riverbend principal balance of more than $20,000,000;
however financial statements will be audited by an
independent certified public accountant only if
the Mortgagor fails to provide the same beyond all
applicable notice and cure periods and the lender
elects to obtain the same.
-------------------------------------------- --------------------------------------------------
26 Las Colinas Corporate Center II The related Mortgage Loan has an original
43 Las Colinas Corporate Center I principal balance of more than $20,000,000;
however financial statements will be audited by an
independent certified public accountant only
following the occurrence of an event of default
under the related Mortgage Loan documents.
-------------------------------------------- --------------------------------------------------
50 Aetna Building - Fresno, CA Each Mortgage Loan has an original principal
80 FBI - Albany, NY balance above $5,000,000 and the related Mortgage
Loan documents do not require quarterly operating
statements.
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool Each Mortgage Loan has an original principal
6 Newport Bluffs balance above $20,000,000 and the Mortgage Loan
00 Xxxx Xxxx Xxxx Center documents do not require audited annual financial
00 Xxxxxxxx Xxxxxxxx MHP statements.
00 Xxxxxxxx Xxxxxx
00 Xxxxxxxxxx Xxxxxxxxxx Xxxx
19 Gateway Chula Vista II
24 Weston One
27 Raveneaux Apartments
28 Gramercy Apartments
29 Rancho Solana Apartments
31 Napa Valley Apartments
33 Pinnacle Grove Apartments
34 Boulder Crossing Shopping Center
Exceptions to Representation 53(a)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler Neither the Ground Lease nor a memorandum have
been recorded. However, an Assignment and
Assumption Agreement that has been recorded and
is related to the Ground Lease makes reference to
the Ground Lease.
The Ground Lease is silent. No estoppel was
required by the lender.
Exceptions to Representation 53(b)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
7 Renaissance Tower Office Building The Ground Leases do not provide that they are
prior to any mortgages or liens placed on the fee
interest.
Exceptions to Representation 53(c)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool This is a "PILOT" Ground Lease with an economic
development authority so the EDA would be
involved in recognizing the foreclosing party or
purchaser as tenant if such party wanted the
lease to remain in effect.
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The Ground Lease is silent.
122 Walgreens - Edgewater, MD
Exceptions to Representation 53(e)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Ground Lease is silent. Fee estate transfers
to lessee upon termination.
-------------------------------------------- --------------------------------------------------
2 Centro Syndicate 2 Pool The Ground Lease is silent.
3 Galleria at Tyler
7 Renaissance Tower Office Building
Exceptions to Representation 53(f)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Ground Lease is silent. Fee estate transfers
to lessee upon termination.
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The Ground Lease is silent.
Exceptions to Representation 53(g)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Ground Lease expires on January 15, 2020 and
the Mortgagor has no right to renew the Ground
Lease.
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The Ground Lease may be terminated early if
tenant purchases the parcels.
Exceptions to Representation 53(h)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Ground Lease is silent. Fee estate transfers
to lessee upon termination.
-------------------------------------------- --------------------------------------------------
2 Centro Syndicate 2 Pool The Ground Lease does not require the lessor to
enter into a new lease with the lender upon
termination of the ground lease .
-------------------------------------------- --------------------------------------------------
3 Galleria at Tyler The Ground Lease is silent.
-------------------------------------------- --------------------------------------------------
7 Renaissance Tower Office Building In the event of a bankruptcy of the ground lessee,
the Ground Leases shall terminate at the option of
the ground lessor. The leasehold mortgagee is not
entitled to any specific right to obtain a new
lease upon the termination of the existing Ground
Leases.
Exceptions to Representation 53(i)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
7 Renaissance Tower Office Building The leasehold mortgagee does not have the right
to supervise and control casualty and
condemnation proceeds under the terms of either
Ground Lease, and per the terms of the
"Renaissance Center Plaza" Ground Lease, the
Mortgagor is not required to rebuild the premises
after a casualty.
-------------------------------------------- --------------------------------------------------
8 00-00 Xxxx 00xx Xxxxxx Application of insurance proceeds will be applied
either toward the restoration of the Mortgaged
Property or reduction of the principal balance of
the Mortgage Loan, subject, however, to the terms
of the Primary Lease. Pursuant to the Primary
Lease, (i) all awards and payments related to a
taking (in whole or in part), after deducting
sums applied to the cost of restoration (with
respect to a partial taking), shall be paid as
follows: first, to the Mortgagor until the
Mortgagor has received a sum of $48,000,000;
next, to the Primary Tenant, to the unamortized
cost of the Primary Tenant's leasehold
improvements (including construction costs); and
finally, the balance to the Mortgagor; and (ii)
in the event of a substantial casualty (i.e. more
than 50% loss) occurring during or after the 10th
lease year which results in the termination of
the Primary Lease, insurance proceeds shall first
be paid to Primary Tenant, to the extent of the
unamortized cost thereof, with the balance being
paid to the Mortgagor. However, the Mortgagor
and the guarantors shall indemnify the lender
during any period when the Gap Insurance Coverage
(as defined in the Security Instrument) is not in
effect, for any losses resulting from the receipt
by the Primary Tenant pursuant to the Primary
Lease of any insurance proceeds or condemnation
awards prior to the Mortgage Loan being paid in
full; excluding, however, (x) any proceeds
applied by the Primary Tenant to the restoration
of the Mortgaged Property in accordance with the
Primary Lease and (y) any proceeds or awards
received by the Primary Tenant which would not
have been payable to the lender pursuant to the
Security Instrument (without, for these purposes,
taking into consideration any provisions making
the Security Instrument subject to the provisions
of the Primary Lease).
-------------------------------------------- --------------------------------------------------
86 Dick's Sporting Goods - Sterling, VA The Ground Lease is silent with respect to
condemnation.
Exceptions to Representation 53(k)
----------------------------------
Loans Description of Exception
-------------------------------------------- --------------------------------------------------
1 Duke Realty Industrial Pool The Ground Lease is silent as to the consent of
3 Galleria at Tyler the mortgagee.
7 Renaissance Tower Office Building
EXHIBIT A
Mortgage Loan Schedule
Mortgage Loan Group
Loan Number Number Property Name Address
------------------------------------------------------------------------------------------------------------------------------------
1 1 Duke Realty Industrial Pool Various
1.01 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
1.02 0000 Xxxx Xxxxxx Xxxx 0000 Xxxx Xxxxxx Xxxx
1.03 000 Xxxxxxxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxxx
1.04 2209-2233 Xxxxxxxx Xxxx 0000-0000 Xxxxxxxx Xxxx
1.05 000-000 Xxxxx Xxxxxxxxxx Xxxxxxxxx 000-000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
1.06 000 Xxxxxxxx Xxxxx 000 Xxxxxxxx Court
1.07 0000 Xxxxxx Xxxxxxx 0000 Xxxxxx Xxxxxxx
1.08 0000 Xxxxx Xxxxx Xxxx 0000 Xxxxx Xxxxx Xxxx
1.09 0000 Xxxxx Xxxxx Xxxx 0000 Xxxxx Xxxxx Xxxx
1.10 000 Xxxxx Xxxxx Xxxx Xxxx 185 North Mount Zion Road
1.11 0000 Xxxxx Xxxxx Xxxx 0000 Xxxxx Xxxxx Xxxx
1.12 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
1.13 0000 Xxxxx Xxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxxx Xxxxx
1.14 0000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxxx
1.15 000 Xxxx Xxxxxxxxxx Xxxxxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxxxx
1.16 0000 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxx
1.17 000 Xxxxxx Xxxxxxxxxx Xxxxxxxxx 175 Alcovy Industrial Boulevard
1.18 0000 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxx
1.19 3800 Centre Parkway - Building 1400 0000 Xxxxxx Xxxxxxx, Xxxxxxxx 0000
1.20 0000 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxx
1.21 0000 Xxxxx Xxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxxx Xxxxx
1.22 0000 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxx
1.23 000 Xxxxxxxxxx Xxxx 000 Xxxxxxxxxx Xxxx
1.24 3800 Centre Parkway - Building 1800 0000 Xxxxxx Xxxxxxx, Xxxxxxxx 0000
1.25 3800 Centre Parkway - Building 2400 0000 Xxxxxx Xxxxxxx, Xxxxxxxx 0000
1.26 3800 Centre Parkway - Building 2600 0000 Xxxxxx Xxxxxxx, Xxxxxxxx 0000
1.27 3800 Centre Parkway - Building 2000 3800 Centre Parkway, Building 2000
2.00 1 Centro Syndicate 2 Pool Various
2.01 College Plaza Middle Country Road and Xxxxx Road
2.02 Oakwood Commons 0000-0000 Xxxxxxx Xxxx
0.00 Xxxxxxx Xxxxx 000 Xxxx Xxxx Xxxx
2.04 Xxxxxxx Xxxxx 0 Xxxxxxxx Xxxxx
2.05 Xxxxxxxx Farm Retail Center 000 Xxxxxxx Xxxxxx
2.06 Torrington Plaza 0 Xxxxx Xxxx Xxxxxx
2.07 Tri-City Plaza Tri-City Road and High Street
2.08 Xxxxxx Xxxx 000 Xxxxx Xxxxx Xxxx Xxxxxxxxx
2.09 Westgate Plaza 000 Xxxx Xxxx Xxxxxx
2.10 Dalewood Shopping Center 000-000 X. Xxxxxxx Xxxxxx
2.11 Grand Traverse Crossing 2522 - 0000 Xxxxxxxx Xxxxxx
2.12 Xxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxx at Pennsylvania Avenue
2.13 Northern Hills 95 and 105 Buckland Hills Drive
2.14 Xxxxxxxxx Xxxxxx X-XX 00000-00000 Xxxxx Xxxxxx
2.15 Trinity Commons South Xxxxx Street & Bellaire Drive
2.16 Wendover Place 0000 Xxxxxxxx Xxxxxxx
3.00 1 Galleria at Tyler 1299 Galleria at Tyler
4.00 1 Centro International Wholesale Pool Various
4.01 Falcaro's Plaza 000 Xxxxxxxx Xxxxxx
4.02 Xxxx Xxxx 000-000 Xxxx Xxxx
4.03 Innes Street Market 000 Xxxxx Xxxx
4.04 Kings Park Shopping Center 00-00 Xxxxxx Xxxx Xxxx
4.05 Xxxx Marketplace 00 Xxxxx Xxxxxx
0.00 Xxxxxx Xxxxx Shopping Center Parsippany Boulevard (Route 202) and Bloomfield
Avenue (Route 46)
4.07 Xxx Xxxxxx Xxxxxx 0000 Xxx Xxxxxx Xxxxx
4.08 Rockville Centre 000-000 Xxxxx Xxxxxxx Xxxxxx
4.09 Suffolk Plaza 4042-4088 Nesconset Highway
4.1 Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx 00X & Xxxxxxxx Xxxxxx
4.11 Venetian Isles 0000 Xxxxx Xxxxxxx Xxxxxxx
4.12 Berkshire Crossing 000 Xxxxxxx Xxxxxx
4.13 Xxxxxx Xxxx Xxxxx 0000 Xxxx Xxxxxx Xxxx Xxxx
5 1 Westfield Fox Valley 000 Xxx Xxxxxx Xxxxxx Xxxxx
0 0 Xxxxxxx Xxxxxx(0) 100 Vilaggio
7 1 Renaissance Tower Office Building 0000 Xxx Xxxxxx
8 1 00-00 Xxxx 00xx Xxxxxx 00-00 Xxxx 00xx Xxxxxx
10 1 Deer Park Town Center 00000 Xxxxx Xxxx Xxxx
11 1 Dakota Square Mall 0000 00xx Xxxxxx XX
13 2 Pennwood Crossing MHP 0000 Xxxxx Xxxxx
14 1 Alhambra Towers 000 Xxxxxxxx Xxxxx
15 2 AMLI at Riverbend 0000 Xxxxxxxxx Xxxxxxx
16 1 Hilton - Providence, RI(3) 00 Xxxxxxx Xxxxxx
17 1 New Market Pool Various
17.01 New Market 2161 0000 Xxxxxxxxx Xxxxxxx
17.02 New Market 2211 0000 Xxx Xxxxxx Xxxxxxx
17.03 New Market 2221 0000 Xxx Xxxxxx Xxxxxxx
17.04 New Market 2121 0000 Xxxxxxxxx Xxxxxxx
17.05 New Market 2250 0000 Xxx Xxxxxx Xxxxxxx
17.06 New Market 2110 0000 Xxx Xxxxxx Xxxxxxx
18 1 Crossroads Technology Park 3200 & 0000 Xxxxxxx Xxxx
20 2 Village on University Apartments 0000 Xxxx Xxxxxxxxxx Xxxxx
21 1 Shoppes of Xxxxxxxxxx Xxxxx 00000 Xxxxxx Xxxx Boulevard
22 2 The Fairways Apartments 000 Xxxx Xxxxxxxx Xxxxxxxxx
23 1 Xxxxx Xxxxx Crossings Shopping Center 0000-0000 X.X. Xxxxxxxxx Xxxx
24 1 Weston One 0000 Xxxxxxxx Xxxxx
25 1 Lakeland Commons Shopping Center 000-000 Xxxxx Xxx
00 0 Xxx Xxxxxxx Xxxxxxxxx Center II 0000 Xxxxx Xxxxx Xxxxxxx 161
27 2 Raveneaux Apartments(4) 14500 Xxxxxx Xxxx
00 2 Gramercy Apartments 0000 Xxxxxxxx Xxxxx
29 2 Rancho Solana Apartments 2400-2444 Xxxxxxxx Xxxxxx
00 1 Concourse Office Plaza I & II 4709 - 4711 Golf Road
31 2 Napa Valley Apartments 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx
33 2 Pinnacle Grove Apartments 000 Xxxx Xxxxx Xxxxxxx
34 1 Boulder Crossing Shopping Center 0000 Xxxxxxx Xxx
35 1 Sono Corporate Center 00 Xxxxxxxxxx Xxxxxx
36 1 Reads Way 11, 13, & 00 Xxxxx Xxx
37 1 Professional Center at Xxxxxxxx Xxxxx Xxxx 000-000 Xxxxx Xxxxxx Xxxx
38 1 Chestnut Run 0000 Xxxxxxxxx Xxxx
39 0 Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx 0000 Xxxxx Xxxx Xxx Xxxxxxxxx
40 2 Treybrooke Apartments 000 Xxxxxxxxxx Xxxxxx
41 2 Smoky Crossing I Apartments(5) 00000 Xxxxxxx Xxxxxxx
00 1 Cost Plus Plaza 0000 Xxxxxx Xxxxxx
43 1 Las Colinas Corporate Center I 0000 Xxxxx Xxxxx Xxxxxxx 000
44 1 The Forum at Xxxxxx Xxxx, Phase I 000 Xxxxxx Xxxxxxxx Xxxxxx
46 1 Professional Centre at Gardens Mall 11601-11641 Xxx Xxxxxxx Xxxxxx
00 0 Xxxxxxxxx Xxxxxxx Shopping Center 0000-0000 Xxxxx Xxxxxx Xxxxxx
48 1 Embassy Suites Tucson-Broadway(6) 0000 Xxxx Xxxxxxxx Xxxxxxxxx
49 2 Heritage Lake at Westland Apartments 0000 Xxxx Xxxxxxxx Xxx
50 1 Aetna Building - Xxxxxx, XX 0000-0000 Xxxx XXxx Xxxxxx
00 2 Andorra Apartments 81-720 Avenue 46
53 1 West Sahara Promenade 0000 Xxxx Xxxxxx Xxxxxx
54 2 Eagle Pointe Apartments(7) 0000 Xxxxx Xxxxxx Xxxxx
55 1 Twelve Oaks 0000 Xxxxxxxx Xxxxxx
56 1 Northdale Executive Center I & II 3810 & 0000 Xxxxxxxxx Xxxxxxxxx
57 1 Arcadia Gateway Center - Office SWC Xxxxxxxxxx Xxxxx & 0xx Xxxxxx
00 2 Silver Lakes Heights Apartments(8) 0000 Xxxx Xxxxxxx Xxxxx
59 2 The Place at Greenway Apartments 0000 Xxxxxxx Xxxxxx
60 1 The Crescent at Ballantyne 15110 Xxxx X. Xxxxxxx Drive
61 2 River Ranch Apartments 0000 Xxxx Xxxxxxx Xxxxxx
62 1 Cambridge Center 00000 Xxxx Xxx Xxxx Xxxx
63 2 M Street Towers 0000 X Xxxxxx XX
64 1 Time Warner Call Center 0000 Xxxx Xxxxxxxx Xxxx
65 1 Attic Self Storage Pool Various
65.01 Attic Storage of Olathe 00000 Xxxxx Xxxxxx Xxxx Xxxx
65.02 Attic Storage of Belton 000 Xxxxx Xxxxx Xxxxxx
65.03 Attic Storage of Platte City 0000 X.X. Xxxxxxx Xxxx Xxxx
65.04 Attic Storage of Kansas City 0000 Xxxxx 00xx Xxxxxx
65.05 Attic Storage of Knobtown 00000 Xxxx Xxxxxxx
65.06 407Attic Storage of Needmore 0000 Xxxx Xxxxxx Xxxx Xxxx
66 1 Arcadia Gateway Center - Retail SWC Xxxxxxxxxx Xxxxx & 0xx Xxxxxx
00 2 Tudor Heights Apartments 10505 Xxxxx Xxxxx
00 0 Xxxxxxxxx Xxxx Various
70.01 Riveredge II 00 Xxxxxx Xxxxx
70.02 Riveredge III 00 Xxxxxx Xxxxx
70.03 Riveredge IV 00 Xxxxxx Xxxxx
72 1 000 Xxxxxxxx Xxxxxxx 000 Xxxxxxxx Xxxxxxx
73 1 PNC Bank Plaza 000 Xxxx Xxxx Xxxxxx
74 2 Avalon Park Apartments 00000 XX Xxxxxxx Xxxxxxx
75 1 T-Mobile - Nashville, TN 000 Xxxxxxxxx Xxxx
76 2 Arbors at Fairview Apartments 1000 Arbor Keats Drive
77 1 Residence Inn - Virginia Beach, VA 0000 Xxxxxxxx Xxxxxx
78 1 Arcadia Gateway Center - Medical Office SWC Xxxxxxxxxx Xxxxx & 0xx Xxxxxx
00 1 Southtowne Plaza 0000 Xxxxxxx Xxxxxx
00 0 XXX - Xxxxxx, XX 000 XxXxxxx Xxxxxx
00 0 Xxxxxx Xxxxx I Apartments(9) 9706 Smoky Ridge Way
82 1 MAC I and MAC II 828 and 000 Xxxxx Xxxxxxx
85 2 The Grove at White Oak Apartments(10) 0000 Xxxx XX Xxxxxx Xxxxxxxxx
86 1 Dick's Sporting Goods - Xxxxxxxx, XX 00000 Xxxxxx Xxxx Xxxxxx
00 0 Xxxxxxxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxx
88 1 Llanerch Shopping Center 000-000 Xxxx Xxxxxxx Xxxx (XX Xxxxx 0)
90 0 Xxxxxxxx Xxxxx 000 Xxxxxx Xxxxxxx Xxxxx
91 1 Atrium Crest 18333 Xxxxx Xxx Xxxxxxxxx
00 0 Xxxxxxxxx Xxxxxx Shopping Center 0000 Xxxxxxxxx Xxxx
93 1 Camp Creek Center 0000 Xxxx Xxxxx Xxxxxxxxx
94 1 Shops at Volente 11416 XX 000 Xxxxx
00 0 Big Dog Distribution Facility 519 Lincoln County Parkway Extension
96 2 Jefferson Trace Apartments 0000 Xxxxxx Xxxxx
97 2 The Venterra at Waters Edge Apartments 12330 Metric Boulevard
98 1 Xxxxx and Oak 0000-0000 Xxxxx Xxxxxx
101 1 Holiday Inn - Bangor, ME(11) 000 Xxxxx Xxxx
102 1 Summit Square 8410-8472 Xxxxxxx Xxxxxxxxx
000 0 Xxxxxx Xxxxxxxxxx 00000 & 00000 Xxxxx Xxxxxxxxxx Xxxxx
104 2 Park Manor Apartments 00 Xxxxxx Xxxxxx
107 1 St. Xxxx Post Xxxxxx 0000 0xx Xxxxxx
000 0 Xxxxxx Xxxxxxxx 0000 Xxxxxxxxxx Xxx
109 1 First Commons Industrial Buildings(12) 4625 & 0000 Xxxx XxXxxxxx Xxxx
111 1 543 - 000 Xxxxxxx Xxxxxx 543 - 000 Xxxxxxx Xxxxxx; 000-000 Xxx Xxxxxx
112 1 1900 Xxxx Xxx Xxxxxxxxx Xxxxxx 0000 Xxxx Xxx Xxxxxxxxx Street
114 2 The Xxxxxxxx 0000 Xxxxxxx Xxxxxx
115 2 Xxxxxx Hollow Apartments(13) 0000 Xxxxxxxxx Xxxx
116 1 1 Derby Xxxxxx 0 Xxxxx Xxxxxx
117 1 Armitage and California 0000 Xxxx Xxxxxxxx Xxxxxx & 0000 Xxxxx Xxxxxxxxxx
Avenue
118 2 Xxxxxx Apartments 1660 & 0000 Xxxxx 00xx Xxxx
119 1 Courthouse Square 2124, 2126 and 0000 Xxxxxxxxx Xxxxx Xxxxxxx
120 1 0000 Xxxx Xxxxxx 0000 Xxxx Xxxxxx
122 1 Walgreens - Edgewater, MD 3106 Solomons Island Road
123 1 501 - 000 Xxxxxxxx Xxxxx 000-000 Xxxxxxxx Court
124 1 000-000 Xxx Xxxxxx 715 - 000 Xxx Xxxxxx
126 2 Xxxxxx Xxxxx Apartments(14) 0000 Xxxxxxxxxx Xxxxxx
127 1 Staples - Miami, FL 0000 Xxxxx Xxxxx Xxxxxxx
000 2 Xxxxxxxx and Xxxxxx 0000-0000 Xxxxxx Xxxxxx
131 1 Fox Mill Centre Outparcels 2B and 5 0000-0000 Xxxxxx Xxxx; 0000-0000 Xxxxxx Xxxx
132 1 CVS - San Antonio, TX 9838 Xxxxxxxx Xxxx
000 0 Xxxxxxxx Xxxxx Apartments(15) 9100 Xxxxx Xxxx Xxxxxx
000 0 Xxxxx Xxxx Xxxxx 0000 00xx Xxxxxx
137 1 874-878 Green Bay 000 - 000 Xxxxx Xxx Xxxx
138 1 Dollar General - Xxxxxxxxxx, TN 000 Xxx Xxxxx Xxxx
142 1 Advance Auto Xxxxx Xxxxx, XX 0000 Xxxxxxx Xxxxx
Cut-Off Date
Mortgage Loan Balance Monthly P&I
Loan Number City State Zip Code County ($) Payments ($)
------------------------------------------------------------------------------------------------------------------------------------
1 Various Various Various Various 318,976,000.00 IO
1.01 Xxxxxxx XX 00000 Xxxxx
1.02 Xxxxxxxxxx XX 00000 Xxxxxxxxx
1.03 XxXxxxxxx XX 00000 Xxxxx
1.04 Xxxxxxxxxx XX 00000 Xxxxxxxxx
1.05 Xxxxxxx XX 00000 Xxxxx
1.06 Xxxxxxxx XX 00000 Chatham
1.07 Xxxx Xxxxx XX 00000 Xxxxxx
1.08 Xxxxxxxxxx XX 00000 Xxxxxxxxx
1.09 Xxxxxxxxxx XX 00000 Xxxxxxxxx
1.10 Xxxxxxx XX 00000 Xxxxx
1.11 Xxxxxxxxxx XX 00000 Xxxxxxxxx
1.12 Xxxxxxx XX 00000 Xxxxx
1.13 Xxxx Xxxxx XX 00000 Xxxxxx
1.14 Xxxxxx XX 00000 Gwinnett
1.15 Xxxxxxx XX 00000 Xxxxx
1.16 Xxxxxx XX 00000 Gwinnett
1.17 Xxxxxx XX 00000 Gwinnett
1.18 Xxxxxx XX 00000 Gwinnett
1.19 Xxxxxxx XX 00000 Fulton
1.20 Xxxxxx XX 00000 Gwinnett
1.21 Xxxxxxx XX 00000 Fulton
1.22 Xxxxxx XX 00000 Gwinnett
1.23 Xxxxxxxx XX 00000 Chatham
1.24 Xxxxxxx XX 00000 Xxxxxx
1.25 Xxxxxxx XX 00000 Xxxxxx
1.26 Xxxxxxx XX 00000 Fulton
1.27 Xxxxxxx XX 00000 Fulton
2.00 Various Various Various Various 233,977,430.00 IO
2.01 Xxxxxx XX 00000 Suffolk
2.02 Xxxxxxxxx XX 00000 Davidson
2.03 Xxxxx Xxxxx XX 00000 Nassau
2.04 Xxxxxxx XX 00000 Ruthland
2.05 Xxxxxxxxxxxxxx XX 00000 Xxxxxxxxxx
2.06 Xxxxxxxxxx XX 0000 Litchfield
2.07 Xxxxxxxxxxx XX 0000 Strafford
2.08 Xxxxxxxx XX 00000 Xxxxxxxxxx
2.09 Xxxxxxxxx XX 0000 Hampden
2.10 Xxxxxxxxx XX 00000 Westchester
2.11 Xxxxxxxx Xxxx XX 00000 Grand Traverse
2.12 Xxxxxxxxx XX 00000 Lehigh
2.13 Xxxxx Xxxxxxx XX 0000 Hartford
2.14 Xxxxx Xxxxxx XX 00000 Dakota
2.15 Xxxx Xxxxx XX 00000 Tarrant
2.16 Xxxxxxxxxx XX 00000 Guilford
3.00 Xxxxxxxxx XX 00000 Riverside 205,000,000.00 IO
4.00 Various Various Various Various 161,039,673.00 IO
4.01 Xxxxxxxx XX 00000 Nassau
4.02 Xxxxxxxxxx XX 0000 Hartford
4.03 Xxxxxxxxx XX 00000 Rowan
4.04 Xxxxx Xxxx XX 00000 Suffolk
4.05 Lynn MA 1901 Essex
4.06 Parsippany NJ 7054 Xxxxxx
4.07 Xxxxxxxxxx XX 00000 New Hanover
4.08 Xxxxxxxxx Xxxxxx XX 00000 Nassau
4.09 Xxxx Xxxxxxxx XX 00000 Suffolk
4.1 Xxxx Xxxxxxxx XX 00000 Suffolk
4.11 Xxxxxxxxxx Xxxxx XX 00000 Broward
4.12 Xxxxxxxxxx XX 0000 Berkshire
4.13 Xxxxxxx XX 00000 Xxxxx
5 Xxxxxx XX 00000 DuPage 150,000,000.00 IO
6 Xxxxxxx Xxxxx XX 00000 Orange 132,000,000.00 IO
7 Xxxxxx XX 00000 Dallas 129,000,000.00 761,023.81
8 Xxx Xxxx XX 00000 New York 100,000,000.00 IO
10 Xxxx Xxxx XX 00000 Lake 60,000,000.00 IO
11 Xxxxx XX 00000 Xxxx 58,000,000.00 343,614.49
13 Xxxxxxxxxxx XX 00000 Bucks 56,800,000.00 IO
14 Xxxxx Xxxxxx XX 00000 Miami-Dade 52,000,000.00 IO
15 Xxxxxxxxxxxx XX 00000 Xxxxxx 50,000,000.00 290,200.21
16 Providence RI 2903 Providence 49,000,000.00 300,109.80
17 Xxxxxxxx XX 00000 Xxxx 37,000,000.00 224,696.28
17.01 Xxxxxxxx XX 00000 Xxxx
17.02 Xxxxxxxx XX 00000 Xxxx
17.03 Xxxxxxxx XX 00000 Xxxx
17.04 Xxxxxxxx XX 00000 Xxxx
17.05 Xxxxxxxx XX 00000 Xxxx
17.06 Xxxxxxxx XX 00000 Xxxx
18 Xxxxx Xxxx XX 00000 Alameda 35,000,000.00 IO
20 Xxxxx XX 00000 Maricopa 33,150,000.00 IO
21 Xxxxxxxxxx XX 00000 Palm Beach 30,750,000.00 IO
22 Xxxxxxxx XX 00000 Maricopa 30,315,000.00 IO
23 Xxxxxx Xxxx XX 00000 Platte 28,275,000.00 IO
24 Xxxx XX 00000 Wake 28,200,000.00 IO
25 Xxxxxxx XX 00000 Xxxxxx 25,600,000.00 149,882.89
26 Xxxxxx XX 00000 Dallas 25,025,000.00 IO
27 Xxxxxxx XX 00000 Xxxxxx 24,475,000.00 151,254.36
28 Xxx Xxxxx XX 00000 San Diego 23,000,000.00 IO
29 Xxxxxx XX 00000 Ventura 23,000,000.00 IO
30 Xxxxxx XX 00000 Xxxx 22,600,000.00 IO
31 Xxxxxxxxx XX 00000 Xxxxx 22,400,000.00 IO
33 Xxxxx XX 00000 Maricopa 22,100,000.00 IO
34 Xxx Xxxxx XX 00000 Xxxxx 21,000,000.00 IO
00 Xxxxxxx XX 0000 Xxxxxxxxx 20,000,000.00 121,975.15
00 Xxx Xxxxxx XX 00000 Xxx Xxxxxx 18,800,000.00 108,045.43
37 Xxxxxxxx Xxxxx XX 00000 Broward 18,750,000.00 IO
00 Xxxxxxxxxx XX 00000 Xxx Xxxxxx 18,400,000.00 105,746.59
39 Xxxxxxxxxx XX 00000 Bucks 18,080,000.00 IO
40 Xxxxxxxxxx XX 00000 Pitt 18,000,000.00 IO
00 Xxxxxxx XX 00000 Xxxxxx 17,600,000.00 IO
00 Xxx Xxxxxxxxx XX 00000 Xxx Xxxxxxxxx 17,500,000.00 IO
43 Xxxxxx XX 00000 Dallas 17,500,000.00 IO
44 Xxxxxx XX 00000 Coweta 17,500,000.00 IO
00 Xxxx Xxxxx Xxxxxxx XX 00000 Xxxx Xxxxx 17,250,000.00 IO
47 Xxxxxxx XX 00000 San Bernardino 17,000,000.00 IO
48 Xxxxxx XX 00000 Pima 17,000,000.00 101,595.93
49 Xxxxxxxxx XX 00000 Xxxx 16,185,000.00 IO
50 Xxxxxx XX 00000 Fresno 16,043,000.00 IO
52 Xxxxx XX 00000 Riverside 15,500,000.00 IO
53 Xxx Xxxxx XX 00000 Xxxxx 15,500,000.00 IO
54 Xxxxxxxxx XX 00000 Xxxx 15,200,000.00 IO
55 Xxxxxxxx XX 00000 Chatham 15,120,000.00 IO
56 Xxxxx XX 00000 Hillsborough 14,950,000.00 IO
57 Xxxxxxx XX 00000 Los Angeles 14,880,000.00 IO
58 Xxxxxxx XX 00000 Snohomish 14,700,000.00 IO
59 Xxxxxxx XX 00000 Xxxxxx 14,700,000.00 IO
60 Xxxxxxxxx XX 00000 Mecklenburg 14,450,000.00 84,418.10
61 Xxxxxxxx XX 00000 Maricopa 14,050,000.00 IO
00 Xxxxxxx XX 00000 Xxxxx 13,375,000.00 77,883.02
00 Xxxxxxxxxx XX 00000 Xxxxxxxx Xx Xxxxxxxx 13,300,000.00 76,520.32
64 Xxxxxxxxx XX 00000 Mecklenburg 13,025,000.00 IO
65 Various Various Various Various 13,000,000.00 IO
65.01 Xxxxxx XX 00000 Xxxxxxx
65.02 Xxxxxx XX 00000 Cass
65.03 Xxxxxx Xxxx XX 00000 Platte
65.04 Xxxxxx Xxxx XX 00000 Wyandotte
65.05 Xxxxxx Xxxx XX 00000 Jackson
65.06 Xxxxxx XX 00000 Xxxxxxx
66 Xxxxxxx XX 00000 Los Angeles 12,820,000.00 IO
67 Xxxxx XX 00000 Xxxxxxx 12,500,000.00 72,708.56
00 Xxx Xxxxxx XX 00000 Xxx Xxxxxx 12,160,000.00 69,884.70
70.01 Xxx Xxxxxx XX 00000 New Castle
70.02 Xxx Xxxxxx XX 00000 New Castle
70.03 Xxx Xxxxxx XX 00000 New Castle
72 Xxxxx Xxxxxxxxxx XX 00000 Pinellas 11,500,000.00 68,210.70
73 Xxxxxxxxx XX 00000 Fayette 11,350,000.00 65,659.83
74 Xxxxxx XX 00000 Washington 11,000,000.00 IO
75 Xxxxxxxxx XX 00000 Davidson 10,885,000.00 62,419.88
76 Xxxxxxxxxxxx XX 00000 Greenville 10,500,000.00 61,035.23
00 Xxxxxxxx Xxxxx XX 00000 Xxxxxxxx Xxxxx City 10,500,000.00 66,883.53
78 Xxxxxxx XX 00000 Los Angeles 10,300,000.00 IO
79 Xxxxxxx XX 00000 Indiana 10,200,000.00 63,984.07
80 Xxxxxx XX 00000 Albany 10,137,000.00 IO
81 Xxxxxxxxx XX 00000 Xxxx 9,800,000.00 IO
82 Xxxxxxxxx XX 00000 Davidson 9,800,000.00 56,755.10
85 Xxxxxxx XX 00000 Xxxxxx 9,000,000.00 50,201.21
86 Xxxxxxxx XX 00000 Loundoun 8,982,796.47 52,807.77
87 Xxxxxxxxxx XX 00000 Guilford 8,625,000.00 49,242.72
88 Xxxxxxxxx Xxxxxxxx XX 00000 Delaware 8,450,000.00 50,174.12
90 Xxxxxxxxx XX 00000 Davidson 8,240,000.00 47,720.61
91 Xxxxxxx XX 00000 Xxxxxx 8,150,000.00 47,302.63
92 Xxxxxx Xxxxx XX 00000 Prince Georges 8,000,000.00 47,553.35
93 Xxxxx Xxxxxx XX 00000 DeSoto 7,800,000.00 IO
94 Xxxxxx XX 00000 Xxxxxx 7,680,600.00 46,692.97
95 Xxxxxxxxxx XX 00000 Lincoln 7,630,000.00 47,726.10
96 Xxxxxxxx XX 00000 City of Richmond 7,250,000.00 41,073.77
97 Xxxxxx XX 00000 Xxxxxx 7,100,000.00 IO
98 Xxxxxxxx XX 00000 Xxxx 7,030,000.00 IO
101 Bangor ME 4401 Penobscot 6,700,000.00 73,712.60
102 Xxxxxxxxxxx XX 00000 Xxxxx 6,700,000.00 39,526.04
000 Xxxxxx XX 00000 Xxxxxxx 6,650,000.00 IO
000 Xxxxxx XX 00000 Coweta 6,500,000.00 IO
000 Xxxxx Xxxxxxxxxx XX 00000 Pinellas 6,250,000.00 44,058.81
000 Xxxxxxxxxxxx XX 00000 Xxxxx 6,200,000.00 36,695.16
109 Xxxxxxx XX 00000 Maricopa 6,200,000.00 IO
000 Xxxxxxxx XX 00000 Xxxx 5,640,000.00 IO
000 Xxxxxxx XX 00000 Orange 5,400,000.00 31,375.85
000 Xxxxxx XX 2169 Norfolk 5,000,000.00 28,925.04
000 Xxxxxxxxx XX 00000 Xxxx 4,840,000.00 IO
000 Xxxxxxx XX 0000 Plymouth 4,750,000.00 28,448.12
000 Xxxxxxx XX 00000 Xxxx 4,750,000.00 27,719.71
000 Xxxxxxxxx XX 00000 Arlington 4,600,000.00 26,669.28
000 Xxxxxxxx XX 00000 Stafford 4,400,000.00 25,901.25
000 Xxxxxxxxxx XX 00000 Xxxxxxxxxx Xxxx 4,150,000.00 IO
122 Xxxxxxxxx XX 00000 Xxxx Arundel 3,795,971.97 21,983.03
123 Xxxxxxxx XX 00000 Xxxx 3,620,000.00 IO
000 Xxxxxxxx XX 00000 Xxxx 3,590,000.00 IO
000 Xxxxxxxxx XX 00000 Xxxx 3,220,000.00 IO
000 Xxxxx XX 00000 Miami-Dade 3,196,721.89 18,878.11
000 Xxxxxxxx XX 00000 Xxxx 2,915,000.00 IO
000 Xxxxxxxxxx XX 00000 Gloucester 2,800,000.00 16,215.74
000 Xxx Xxxxxxx XX 00000 Bexar 2,690,000.00 IO
000 Xxxxxxxxx XX 00000 Xxxx 2,460,000.00 IO
000 Xxxx Xxxxx XX 00000 Xxxxxx Xxxxx 2,142,000.00 12,459.34
137 Xxxxxxxx XX 00000 Xxxx 2,100,000.00 IO
000 Xxxxxxxxxx XX 00000 Xxxxxxx 1,856,000.00 IO
000 Xxxxx Xxxxx XX 00000 Xxxxx Xxxxx 840,000.00 IO
Original Remaining
Term to Term to Maturity
Mortgage Grace Mortgage Number of Unit of Maturity or Maturity or Date
Loan Number Days Rate (%) Units Measure ARD (Mos.) ARD (Mos.) or ARD
------------------------------------------------------------------------------------------------------------------------------------
1 3 (once a year) 5.9140% 8,324,477 Sq. Ft. 120 119 11/11/16
1.01 842,000 Sq. Ft.
1.02 650,760 Sq. Ft.
1.03 759,300 Sq. Ft.
1.04 600,576 Sq. Ft.
1.05 689,009 Sq. Ft.
1.06 200,000 Sq. Ft.
1.07 607,650 Sq. Ft.
1.08 481,874 Sq. Ft.
1.09 450,000 Sq. Ft.
1.10 418,400 Sq. Ft.
1.11 426,326 Sq. Ft.
1.12 395,679 Sq. Ft.
1.13 301,200 Sq. Ft.
1.14 250,000 Sq. Ft.
1.15 250,000 Sq. Ft.
1.16 101,600 Sq. Ft.
1.17 108,400 Sq. Ft.
1.18 86,000 Sq. Ft.
1.19 60,177 Sq. Ft.
1.20 89,636 Sq. Ft.
1.21 129,842 Sq. Ft.
1.22 79,110 Sq. Ft.
1.23 150,000 Sq. Ft.
1.24 44,306 Sq. Ft.
1.25 61,318 Sq. Ft.
1.26 57,168 Sq. Ft.
1.27 34,146 Sq. Ft.
2.00 2 5.4400% 3,281,027 Sq. Ft. 120 120 12/09/16
2.01 175,086 Sq. Ft.
2.02 278,017 Sq. Ft.
2.03 89,704 Sq. Ft.
2.04 224,514 Sq. Ft.
2.05 181,055 Sq. Ft.
2.06 125,710 Sq. Ft.
2.07 146,947 Sq. Ft.
2.08 264,360 Sq. Ft.
2.09 103,903 Sq. Ft.
2.10 191,085 Sq. Ft.
2.11 387,273 Sq. Ft.
2.12 372,243 Sq. Ft.
2.13 12,000 Sq. Ft.
2.14 124,937 Sq. Ft.
2.15 197,424 Sq. Ft.
2.16 406,769 Sq. Ft.
3.00 5.3050% 564,247 Sq. Ft. 60 58 10/11/11
4.00 2 5.4200% 1,777,884 Sq. Ft. 84 84 12/09/13
4.01 61,295 Sq. Ft.
4.02 103,931 Sq. Ft.
4.03 349,433 Sq. Ft.
4.04 71,940 Sq. Ft.
4.05 78,092 Sq. Ft.
4.06 159,454 Sq. Ft.
4.07 143,763 Sq. Ft.
4.08 44,131 Sq. Ft.
4.09 84,480 Sq. Ft.
4.1 77,458 Sq. Ft.
4.11 183,867 Sq. Ft.
4.12 198,473 Sq. Ft.
4.13 221,567 Sq. Ft.
5 5.3700% 552,388 Sq. Ft. 120 119 11/11/16
6 6.1040% 1,052 Units 120 118 10/11/16
7 5.8500% 1,729,294 Sq. Ft. 120 119 11/11/16
8 5.7600% 27,900 Sq. Ft. 120 120 12/11/16
10 5.5900% 340,369 Sq. Ft. 60 58 10/11/11
11 5.8891% 593,626 Sq. Ft. 120 119 11/11/16
13 5.7900% 1,079 Pads 120 119 11/11/16
14 5.8800% 174,310 Sq. Ft. 120 119 11/11/16
15 5.7000% 996 Units 120 118 10/11/16
16 6.2000% 274 Rooms 120 120 12/11/16
17 6.1200% 469,667 Sq. Ft. 120 119 11/11/16
17.01 109,837 Sq. Ft.
17.02 108,004 Sq. Ft.
17.03 68,991 Sq. Ft.
17.04 86,006 Sq. Ft.
17.05 57,903 Sq. Ft.
17.06 38,926 Sq. Ft.
18 5.6600% 322,318 Sq. Ft. 120 119 11/11/16
20 5.9200% 288 Units 120 120 12/11/16
21 5.5700% 130,838 Sq. Ft. 120 120 12/11/16
22 6.0500% 352 Units 60 60 12/11/11
23 5.3800% 245,590 Sq. Ft. 120 114 06/11/16
24 5.4850% 212,267 Sq. Ft. 120 118 10/11/16
25 5.7800% 211,749 Sq. Ft. 120 119 11/11/16
26 5.7000% 226,904 Sq. Ft. 120 118 10/11/16
27 6.2850% 382 Units 120 117 09/11/16
28 5.7600% 184 Units 120 118 10/11/16
29 5.8500% 168 Units 120 119 11/11/16
30 5.5300% 293,643 Sq. Ft. 120 119 11/11/16
31 5.5800% 240 Units 60 60 12/11/11
33 6.0900% 247 Units 60 60 12/11/11
34 5.7900% 107,705 Sq. Ft. 120 119 11/11/16
35 6.1600% 185,532 Sq. Ft. 120 119 11/11/16
36 5.6100% 126,935 Sq. Ft. 120 119 11/11/16
37 5.8400% 91,845 Sq. Ft. 120 120 12/11/16
38 5.6100% 98,500 Sq. Ft. 120 119 11/11/16
39 5.7900% 356 Pads 120 119 11/11/16
40 5.7600% 457 Units 120 119 11/11/16
41 6.0200% 222 Units 120 118 10/11/16
42 5.6500% 88,338 Sq. Ft. 120 118 10/11/16
43 5.7000% 159,212 Sq. Ft. 120 118 10/11/16
44 5.6400% 110,178 Sq. Ft. 120 118 10/11/16
46 5.8400% 85,022 Sq. Ft. 120 120 12/11/16
47 5.7900% 95,420 Sq. Ft. 120 119 11/11/16
48 5.9700% 142 Rooms 120 120 12/11/16
49 5.2600% 262 Units 120 120 12/11/16
50 5.6300% 122,605 Sq. Ft. 120 120 12/11/16
52 6.5050% 186 Units 60 57 09/11/11
53 5.8000% 88,455 Sq. Ft. 120 120 12/11/16
54 6.0200% 226 Units 120 118 10/11/16
55 5.6300% 105,084 Sq. Ft. 120 120 12/11/16
56 5.6200% 138,772 Sq. Ft. 120 120 12/11/16
57 6.0700% 64,828 Sq. Ft. 120 119 11/11/16
58 5.8000% 200 Units 60 59 11/11/11
59 5.6100% 219 Units 60 60 12/11/11
60 3 (once a year) 5.7600% 59,472 Sq. Ft. 120 119 11/11/16
61 6.4200% 186 Units 60 60 12/11/11
62 5.7300% 116,339 Sq. Ft. 120 119 11/11/16
63 5.6200% 124 Units 120 120 12/11/16
64 5.5700% 113,600 Sq. Ft. 120 119 11/11/16
65 5.9100% 533,653 Sq. Ft. 120 119 11/11/16
65.01 117,725 Sq. Ft.
65.02 123,733 Sq. Ft.
65.03 73,600 Sq. Ft.
65.04 71,085 Sq. Ft.
65.05 111,010 Sq. Ft.
65.06 36,500 Sq. Ft.
66 6.0700% 43,456 Sq. Ft. 120 119 11/11/16
67 5.7200% 418 Units 120 119 11/11/16
70 5.6100% 244,158 Sq. Ft. 120 119 11/11/16
70.01 120,300 Sq. Ft.
70.02 62,000 Sq. Ft.
70.03 61,858 Sq. Ft.
72 5.9000% 79,660 Sq. Ft. 120 119 11/11/16
73 5.6700% 92,815 Sq. Ft. 120 120 12/11/16
74 5.8900% 192 Units 120 120 12/11/16
75 5.5900% 69,287 Sq. Ft. 120 120 12/11/16
76 5.7140% 168 Units 120 119 11/11/16
77 5.8800% 72 Rooms 120 119 11/11/16
78 6.0700% 48,455 Sq. Ft. 120 119 11/11/16
79 5.7200% 236,345 Sq. Ft. 120 120 12/11/16
80 5.5000% 95,500 Sq. Ft. 120 119 11/11/16
81 6.0200% 140 Units 120 118 10/11/16
82 5.6800% 125,290 Sq. Ft. 120 120 12/11/16
85 5.3400% 156 Units 120 118 10/11/16
86 5.8000% 75,000 Sq. Ft. 120 118 10/11/16
87 5.5500% 208 Units 120 120 12/11/16
88 5.9100% 41,151 Sq. Ft. 120 118 10/11/16
90 5.6800% 107,782 Sq. Ft. 120 120 12/11/16
91 5.7000% 106,320 Sq. Ft. 120 119 11/11/16
92 5.9200% 53,110 Sq. Ft. 120 120 12/11/16
93 5.7500% 56,004 Sq. Ft. 120 119 11/11/16
94 6.1300% 30,868 Sq. Ft. 120 116 08/11/16
95 6.4000% 229,000 Sq. Ft. 60 60 12/11/11
96 5.4800% 224 Units 120 120 12/11/16
97 5.8200% 184 Units 60 58 10/11/11
98 5.8800% 52 Units 120 119 11/11/16
101 5.8000% 207 Rooms 120 120 12/11/16
102 5.8500% 96,153 Sq. Ft. 120 118 10/11/16
103 5.6000% 52,328 Sq. Ft. 120 120 12/11/16
104 5.7500% 114 Units 120 119 11/11/16
107 5.8000% 159,494 Sq. Ft. 120 120 12/11/16
108 5.8800% 95,739 Sq. Ft. 120 119 11/11/16
109 5.8100% 99,436 Sq. Ft. 120 119 11/11/16
111 5.8800% 24,650 Sq. Ft. 120 119 11/11/16
112 5.7100% 144,889 Sq. Ft. 120 118 10/11/16
114 5.6700% 48 Units 120 120 12/11/16
115 6.0200% 76 Units 120 118 10/11/16
116 5.9900% 16,206 Sq. Ft. 120 120 12/11/16
117 5.7500% 18,275 Sq. Ft. 120 120 12/11/16
118 5.6900% 28 Units 120 119 11/11/16
119 5.8300% 26,783 Sq. Ft. 120 119 11/11/16
120 5.8300% 21,578 Sq. Ft. 120 120 12/11/16
122 5.6700% 14,820 Sq. Ft. 120 119 11/11/16
123 5.8800% 20,700 Sq. Ft. 120 119 11/11/16
124 5.8800% 20,475 Sq. Ft. 120 119 11/11/16
126 6.0200% 60 Units 120 118 10/11/16
127 5.8500% 16,827 Sq. Ft. 120 119 11/11/16
129 5.8800% 19 Units 120 119 11/11/16
131 5.6800% 14,990 Sq. Ft. 120 120 12/11/16
132 5.2800% 13,813 Sq. Ft. 120 116 08/11/16
134 6.0200% 41 Units 120 118 10/11/16
136 5.7200% 7,200 Sq. Ft. 120 120 12/11/16
137 5.8800% 12,900 Sq. Ft. 120 119 11/11/16
138 5.7900% 24,341 Sq. Ft. 120 115 07/11/16
142 5.8700% 7,000 Sq. Ft. 120 117 09/11/16
Original Remaining Master
Mortgage Amort Amort Servicing Anticipated
Loan Term Term Ground Fee Repayment
Number (Mos.) (Mos.) Lease Rate ARD Loan Date
------------------------------------------------------------------------------------------------------------------------------------
1 IO IO Various 0.02000% N
1.01 Fee
1.02 Fee
1.03 Fee
1.04 Fee
1.05 Fee
1.06 Leasehold
1.07 Fee
1.08 Fee
1.09 Fee
1.10 Fee
1.11 Fee
1.12 Fee
1.13 Fee
1.14 Fee
1.15 Fee
1.16 Fee
1.17 Fee
1.18 Fee
1.19 Fee
1.20 Fee
1.21 Fee
1.22 Fee
1.23 Fee
1.24 Fee
1.25 Fee
1.26 Fee
1.27 Fee
2.00 IO IO Various 0.02000% N
2.01 Fee
2.02 Both
2.03 Fee
2.04 Fee
2.05 Fee
2.06 Fee
2.07 Fee
2.08 Fee
2.09 Fee
2.10 Fee
2.11 Fee
2.12 Fee
2.13 Fee
2.14 Fee
2.15 Leasehold
2.16 Fee
3.00 IO IO Both 0.02000% N
4.00 IO IO Fee 0.02000% N
4.01 Fee
4.02 Fee
4.03 Fee
4.04 Fee
4.05 Fee
4.06 Fee
4.07 Fee
4.08 Fee
4.09 Fee
4.1 Fee
4.11 Fee
4.12 Fee
4.13 Fee
5 IO IO Fee 0.02000% N
6 IO IO Fee 0.02000% N
7 360 360 Both 0.02000% N
8 IO IO Fee 0.02000% N
10 IO IO Fee 0.02000% N
11 360 360 Fee 0.02000% N
13 IO IO Fee 0.02000% N
14 IO IO Fee 0.02000% N
15 360 360 Fee 0.02000% N
16 360 360 Fee 0.03500% N
17 360 360 Fee 0.02000% N
17.01 Fee
17.02 Fee
17.03 Fee
17.04 Fee
17.05 Fee
17.06 Fee
18 IO IO Fee 0.03000% N
20 IO IO Fee 0.02000% Y 12/11/2016
21 IO IO Fee 0.02000% N
22 IO IO Fee 0.02000% N
23 IO IO Fee 0.02000% Y 6/11/2016
24 IO IO Fee 0.02000% N
25 360 360 Fee 0.05000% N
26 IO IO Fee 0.02000% N
27 360 360 Fee 0.02000% N
28 IO IO Fee 0.02000% N
29 IO IO Fee 0.02000% N
30 IO IO Fee 0.05000% N
31 IO IO Fee 0.02000% N
33 IO IO Fee 0.02000% N
34 IO IO Fee 0.02000% N
35 360 360 Fee 0.02000% N
36 360 360 Fee 0.02000% N
37 IO IO Fee 0.02000% N
38 360 360 Fee 0.02000% N
39 IO IO Fee 0.02000% N
40 IO IO Fee 0.02000% N
41 IO IO Fee 0.02000% N
42 IO IO Fee 0.02000% N
43 IO IO Fee 0.02000% N
44 IO IO Fee 0.02000% N
46 IO IO Fee 0.02000% N
47 IO IO Both 0.05000% N
48 360 360 Fee 0.02000% N
49 IO IO Fee 0.02000% N
50 IO IO Fee 0.02000% N
52 IO IO Fee 0.02000% N
53 IO IO Fee 0.02000% N
54 IO IO Fee 0.02000% N
55 IO IO Fee 0.02000% N
56 IO IO Fee 0.02000% N
57 IO IO Fee 0.02000% N
58 IO IO Fee 0.02000% N
59 IO IO Fee 0.06000% N
60 360 360 Fee 0.02000% Y 11/11/2016
61 IO IO Fee 0.02000% N
62 360 360 Fee 0.02000% N
63 360 360 Fee 0.02000% N
64 IO IO Fee 0.02000% N
65 IO IO Fee 0.02000% N
65.01 Fee
65.02 Fee
65.03 Fee
65.04 Fee
65.05 Fee
65.06 Fee
66 IO IO Fee 0.02000% N
67 360 360 Fee 0.02000% N
70 360 360 Fee 0.02000% N
70.01 Fee
70.02 Fee
70.03 Fee
72 360 360 Fee 0.02000% Y 11/11/2016
73 360 360 Fee 0.02000% N
74 IO IO Fee 0.02000% N
75 360 360 Fee 0.02000% N
76 360 360 Fee 0.02000% N
77 300 300 Both 0.02000% N
78 IO IO Fee 0.02000% N
79 300 300 Fee 0.02000% N
80 IO IO Fee 0.02000% Y 11/11/2016
81 IO IO Fee 0.02000% N
82 360 360 Fee 0.02000% N
85 360 360 Fee 0.02000% N
86 360 358 Leasehold 0.02000% Y 10/11/2016
87 360 360 Fee 0.02000% N
88 360 360 Fee 0.02000% N
90 360 360 Fee 0.02000% N
91 360 360 Fee 0.06000% N
92 360 360 Fee 0.02000% N
93 IO IO Fee 0.02000% N
94 360 360 Fee 0.07000% N
95 360 360 Fee 0.02000% Y 12/11/2011
96 360 360 Fee 0.02000% N
97 IO IO Fee 0.06000% N
98 IO IO Fee 0.02000% N
101 120 120 Fee 0.02000% N
102 360 360 Fee 0.02000% N
103 IO IO Fee 0.07000% N
104 IO IO Fee 0.06000% N
107 240 240 Fee 0.02000% Y 12/11/2016
108 360 360 Fee 0.02000% N
109 IO IO Fee 0.07000% N
111 IO IO Fee 0.02000% N
112 360 360 Fee 0.02000% N
114 360 360 Fee 0.02000% N
115 IO IO Fee 0.02000% N
116 360 360 Fee 0.02000% N
117 360 360 Fee 0.02000% N
118 360 360 Fee 0.02000% N
119 360 360 Fee 0.02000% N
120 IO IO Fee 0.02000% N
122 360 359 Leasehold 0.02000% Y 11/11/2016
123 IO IO Fee 0.02000% N
124 IO IO Fee 0.02000% N
126 IO IO Fee 0.02000% N
127 360 359 Subleasehold 0.02000% N
129 IO IO Fee 0.02000% N
131 360 360 Fee 0.02000% N
132 IO IO Fee 0.02000% Y 8/11/2016
134 IO IO Fee 0.02000% N
136 360 360 Fee 0.02000% N
137 IO IO Fee 0.02000% N
138 IO IO Fee 0.02000% Y 7/11/2016
142 IO IO Fee 0.02000% Y 9/11/2016
Mortgage
Loan Loan Environmental
Number Additional Interest Rate Originator Insurance
------------------------------------------------------------------------------------------------------------------------------------
1 Wachovia N
1.01 N
1.02 N
1.03 N
1.04 N
1.05 N
1.06 N
1.07 N
1.08 N
1.09 N
1.10 N
1.11 N
1.12 N
1.13 N
1.14 N
1.15 N
1.16 N
1.17 N
1.18 N
1.19 N
1.20 N
1.21 N
1.22 N
1.23 N
1.24 N
1.25 N
1.26 N
1.27 N
2.00 Wachovia N
2.01 N
2.02 N
2.03 N
2.04 N
2.05 N
2.06 N
2.07 N
2.08 N
2.09 N
2.10 N
2.11 N
2.12 N
2.13 N
2.14 N
2.15 N
2.16 N
3.00 Wachovia N
4.00 Wachovia N
4.01 N
4.02 N
4.03 N
4.04 N
4.05 N
4.06 N
4.07 N
4.08 N
4.09 N
4.1 N
4.11 N
4.12 N
4.13 N
5 Wachovia N
6 Wachovia N
7 Wachovia N
8 Wachovia N
10 Wachovia N
11 Wachovia N
13 Wachovia N
14 Wachovia N
15 Wachovia N
16 Wachovia N
17 Wachovia N
17.01 N
17.02 N
17.03 N
17.04 N
17.05 N
17.06 N
18 Wachovia N
20 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0% Wachovia N
21 Wachovia N
22 Wachovia N
23 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0% Wachovia N
24 Wachovia N
25 Wachovia N
26 Wachovia N
27 Wachovia N
28 Wachovia N
29 Wachovia N
30 Wachovia N
31 Wachovia N
33 Wachovia N
34 Wachovia N
35 Wachovia N
36 Wachovia N
37 Wachovia N
38 Wachovia N
39 Wachovia N
40 Wachovia N
41 Wachovia N
42 Wachovia N
43 Wachovia N
44 Wachovia N
46 Wachovia N
47 Wachovia N
48 Wachovia N
49 Wachovia N
50 Wachovia N
52 Wachovia N
53 Wachovia N
54 Wachovia N
55 Wachovia N
56 Wachovia N
57 Wachovia N
58 Wachovia N
59 Wachovia N
60 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5% Wachovia N
61 Wachovia N
62 Wachovia N
63 Wachovia N
64 Wachovia N
65 Wachovia N
65.01 N
65.02 N
65.03 N
65.04 N
65.05 N
65.06 N
00 Xxxxxxxx X
00 Xxxxxxxx X
00 Xxxxxxxx N
70.01 N
70.02 N
70.03 N
72 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5% Wachovia N
73 Wachovia N
74 Wachovia N
75 Wachovia N
76 Wachovia N
77 Wachovia N
78 Wachovia N
79 Wachovia N
80 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5% Wachovia N
81 Wachovia N
82 Wachovia N
85 Wachovia N
86 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0% Wachovia N
87 Wachovia N
88 Wachovia N
90 Wachovia N
91 Wachovia N
92 Wachovia N
93 Wachovia N
94 Wachovia N
95 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5% Wachovia N
96 Wachovia N
97 Wachovia N
98 Wachovia N
101 Wachovia N
102 Wachovia N
103 Wachovia N
104 Wachovia N
107 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5% Wachovia N
108 Wachovia N
109 Wachovia N
111 Wachovia N
112 Wachovia N
114 Wachovia N
115 Wachovia N
116 Wachovia N
117 Wachovia N
118 Wachovia N
119 Wachovia N
120 Wachovia N
122 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, increased annually by 0.25% Wachovia N
123 Wachovia N
124 Wachovia N
126 Wachovia N
127 Wachovia N
129 Wachovia N
131 Wachovia N
132 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0% Wachovia N
134 Wachovia N
136 Wachovia N
137 Wachovia N
138 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0% Wachovia N
142 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0% Wachovia N
Interest
Mortgage Loan Cross Collateralized and Cross Prepayment Early Secured Accrual
Number Defaulted Loan Flag Provisions Defeasance by LC Method Lockbox
------------------------------------------------------------------------------------------------------------------------------------
1 N N N 30/360
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
2.00 Y N N Actual/360 Day 1
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
3.00 Y N N Actual/360 Day 1
4.00 Y N N Actual/360 Day 1
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.1
4.11
4.12
4.13
5 Y N N Actual/360 Day 1
6 Y N N 30/360
7 N N N Actual/360 Day 1
8 Y N N Actual/360 Day 1
10 Y N N 30/360
11 Y N N Actual/360 Day 1
13 Y N N Actual/360
14 Y N N Actual/360
15 Y N N Actual/360 Springing
16 N N N Actual/360
17 Y N N Actual/360 Day 1
17.01
17.02
17.03
17.04
17.05
17.06
18 Y N Y Actual/360
20 N N N Actual/360 Day 1
21 Y N N Actual/360
22 N N N Actual/360 Springing
23 Y N N Actual/360 Springing
24 N N N Actual/360
25 Y N N Actual/360 Springing
26 Las Colinas Portfolio N N N Actual/360
27 Y N N Actual/360 Springing
28 Y N N Actual/360
29 N N N Actual/360
30 Y N N Actual/360
31 N N N Actual/360
33 N N N Actual/360
34 N N N Actual/360
35 Y N N Actual/360
36 Y N N Actual/360 Day 1
37 Y N N Actual/360
38 Y N N Actual/360 Day 1
39 Y N N Actual/360
40 Y N N Actual/360
41 N N N Actual/360
42 Y N N Actual/360
43 Las Colinas Portfolio N N N Actual/360
44 N N N Actual/360
46 Y N N Actual/360
47 Y N N Actual/360
48 Y N N Actual/360
49 Y N N Actual/360
50 Y N Y Actual/360 Day 1
52 N N N Actual/360
53 N N Y Actual/360
54 N N N Actual/360
55 Y N N Actual/360
56 Y N N Actual/360
00 Xxxxxxx Xxxxxxx Center Portfolio Y N N Actual/360 Springing
58 Y N N Actual/360
59 Y N N Actual/360
60 N N N Actual/360 Springing
61 N N N Actual/360 Springing
62 Y N N Actual/360
63 N N N Actual/360
64 Y N N Actual/360 Day 1
65 Y N N Actual/360
65.01
65.02
65.03
65.04
65.05
65.06
00 Xxxxxxx Xxxxxxx Center Portfolio Y N N Actual/360 Springing
67 Y N N Actual/360
70 Y N N Actual/360 Day 1
70.01
70.02
70.03
72 Y N N Actual/360 Day 1
73 Y N N Actual/360
74 N N N Actual/360 Springing
75 Y N N Actual/360 Day 1
76 Y N N Actual/360 Springing
00 X X X Xxxxxx/000
00 Xxxxxxx Xxxxxxx Center Portfolio Y N N Actual/360 Springing
79 Y N N Actual/360
80 Y N N Actual/360 Springing
81 N N N Actual/360
82 Y N N Actual/360
85 Y N N Actual/360
86 Y N N Actual/360 Springing
87 Y N N Actual/360 Springing
88 Y N N Actual/360 Springing
90 Y N N Actual/360 Springing
91 Y N N Actual/360
92 N N N Actual/360
93 Y N N Actual/360
94 Y N N Actual/360
95 Y N N Actual/360 Springing
96 Y N N Actual/360
97 Y N N Actual/360
98 Y N N Actual/360
101 Y N N Actual/360
102 Y N N Actual/360 Springing
103 Y N N Actual/360
104 Y N N Actual/360
107 Y N N Actual/360
108 Y N N Actual/360
109 Y N N Actual/360
111 Y N N Actual/360
112 Y N N Actual/360
114 N N N Actual/360 Springing
115 Autumnwood/Xxxxxx Hollow/Southern Xxxxx Portfolio N N N Actual/360
116 Y N N Actual/360
117 Y N Y Actual/360
118 N N N Actual/360
119 Y N N Actual/360
120 Y N N Actual/360
122 Y N N Actual/360 Springing
123 Y N N Actual/360
124 Y N N Actual/360
126 Autumnwood/Xxxxxx Hollow/Southern Xxxxx Portfolio N N N Actual/360
127 Y N N Actual/360
129 Y N N Actual/360
131 Y N N Actual/360
132 Y N N Actual/360 Springing
134 Autumnwood/Xxxxxx Hollow/Southern Xxxxx Portfolio N N N Actual/360
136 Y N N Actual/360
137 Y N N Actual/360
138 Y N N Actual/360 Springing
142 Y N N Actual/360 Springing
Initial Deposit
Mortgage to Capital Initial Ongoing
Loan Annual Deposit to Improvements TI/LC TI/LC
Number Replacement Reserves Reserve Escrow Footnote
------------------------------------------------------------------------------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
2.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
3.00
4.00
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.1
4.11
4.12
4.13
5
6
7 10,000,000
8
10
11 83,334 (2)
13 10,790
14 250,000 (2)
15
16 623,049
17 131,299 (2)
17.01
17.02
17.03
17.04
17.05
17.06
18 12,893 350,000 (2)
20 83,480 79,000
21
22 82,016
23 24,558 900,000 (2)
24
25 21,175 250,000 (2)
26
27
28 45,684 240,000
29 37,968 67,875
30
31 67,680
33
34
35 27,833 11,000
36 10,405 300,000 (2)
37 13,777 (2)
38 2,117 1,000,000
39 9,000
40
41 55,500
42
43
44
46 12,753 (2)
47 13,359 (2)
48 151,007
49 4,375
50 12,261 600,000
52 46,140
53
54 56,500
55 10,508 345,730
56 11,102 150,000 (2)
57 9,724 400,000
58 30,000 690,000
59
60
61 46,128
62 25,595 100,000 (2)
63 28,272
64 (2)
65 53,363
65.01
65.02
65.03
65.04
65.05
65.06
66 5,215 200,000
67 104,500 213,781
70 76,270 21,063 1,300,000 (2)
70.01
70.02
70.03
72 18,322 20,625 (2)
73 13,922 (2)
74 18,094
75 10,393 (2)
76 23,352
77 4.0% Yearly Gross Revenue
78 8,237 400,000
79
80 9,550
81 35,000
82 17,541 250,000
85 22,152
86
87 51,376
88 6,996 (2)
90 16,167 300,000
91 15,948 (2)
92 5,842 21,000
93 6,162 (2)
94 3,087 (2)
95
96 56,000 6,563
97 46,000 30,500
98 11,100 (2)
101 222,000
102
103 7,849 (2)
104 28,500 64,000
107
108 34,466 23,038 200,000 (2)
109 9,936 (2)
111 6,188 (2)
112 32,426 26,000 225,000 (2)
114
115 19,000
116 1,621 (2)
117 1,827 (2)
118 6,972
119 5,089
120
122
123 3,816 (2)
124 10,180 (2)
126 15,000
127
129 3,800
131 1,499 (2)
132
134 10,250
136 720 (2)
137 2,064 (2)
138
142
(1) One Mortgage Loan (loan number 6), representing 3.9% of the Cut-Off Date
Pool Balance or 4.9% of the Cut-Off Date Group 1 Balance, is part of a split
loan structure and the related pari passu companion loan is not included in the
Trust Fund with respect to the Mortgage Loan, unless otherwise specified.
(2) In addition to any escrows funded at loan closing for potential TI/LC
expenses, the related Mortgage Loan requires funds to be escrowed during some or
all of the loan terms for TI/LC expenses, which may be incurred during the term
of the related Mortgage Loans. In certain instances, escrowed funds may be
released to the borrower upon satisfaction of certain leasing conditions.
(3) Annual Deposit to Replacement Reserves is $623,049 through December 11, 2007
and 4.0% of yearly gross revenues thereafter.
(4) With respect to the Raveneaux Apartments loan (loan number 27), representing
0.7% of the Cut-Off Date Pool Balance or 3.5% of the Cut-Off Date Group 2
Balance, the rate varies throughout the IO term of the loan.
(5) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$55,500.
(6) Annual Deposit to Replacement Reserves is $151,007 through December 11, 2007
and 3.0% of yearly gross revenues thereafter.
(7) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$56,500.
(8) Commencing December 11, 2009, Annual Deposit to Replacement Reserves is
$30,000.
(9) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$35,000.
(10) Commencing December 11, 2009, Annual Deposit to Replacement Reserves is
$12,972.
(11) Annual Deposit to Replacement Reserves is the greater of $222,000 or 4.0%
of yearly gross revenue.
(12) Annual Deposit to Replacement Reserves is $9,936 through November 11, 2009.
(13) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$19,000.
(14) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$15,000.
(15) Commencing November 11, 2011, Annual Deposit to Replacement Reserves is
$10,250.
See "DESCRIPTION OF THE MORTGAGED POOL - Additional Mortgage Loan Information"
in the prospectus supplement.
EXHIBIT B
Free Writing Prospectuses
1. Free Writing Prospectus, dated December 4, 2006.
2. Free Writing Prospectus, dated December 4, 2006.
3. Free Writing Prospectus, dated December 12, 2006.
