LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of April 24, 2007 (the
"Agreement"), between Xxxxxx Brothers Holdings Inc. (together with its
successors and permitted assigns hereunder, the "Seller") and Structured Asset
Securities Corporation II (together with its successors and permitted assigns
hereunder, the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized 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") to be identified as the LB-UBS Commercial Mortgage Trust
2007-C2, Commercial Mortgage Pass-Through Certificates, Series 2007-C2. One or
more "real estate mortgage investment conduit" ("REMIC") elections will be made
with respect to the Trust Fund. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, to be dated as of April 11, 2007 (the "Pooling
and Servicing Agreement"), between the Purchaser, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National
Association, as trustee (the "Trustee"). Capitalized terms used but not defined
herein have the respective meanings set forth in the Pooling and Servicing
Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with Xxxxxx Brothers
Inc. ("Xxxxxx"), UBS Global Asset Management (US) Inc. ("UBS-AM") and
Countrywide Securities Corporation ("CSC", and, together with Xxxxxx and UBS-AM
in such capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of the date hereof, with Xxxxxx and UBS-AM (together in
such capacity, the "Placement Agents"), whereby the Purchaser will sell to the
Placement Agents all of the remaining Certificates (other than the Residual
Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Placement Agents have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.
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 schedule (the
"Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $2,318,868,876 (the "Initial LBHI Pool Balance")
as of the close of business on the Cut-off Date, after giving effect to any and
all payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on May 9,
2007 or such other date as shall be mutually acceptable to the parties hereto
(the "Closing Date"). The consideration for the Mortgage Loans shall consist of
a cash amount equal to a percentage
(mutually agreed upon by the parties hereto) of the Initial LBHI Pool Balance,
plus interest accrued on each Mortgage Loan at the related Mortgage Rate (net of
the related Administrative Cost Rate), for the period from and including April
11, 2007 up to but not including the Closing Date, which cash amount shall be
paid to the Seller or its designee by wire transfer in immediately available
funds (or by such other method as shall be mutually acceptable to the parties
hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 6 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.
(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 for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (at the expense of the Trustee),
within 10 Business Days of such request; and (ii) the Master Servicer (or, at
the direction of the Master Servicer, to the appropriate Sub-Servicer), or, in
the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside
Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or
under the control of the Seller that relate to the Mortgage Loans. In addition,
the Seller shall, in the case of each Mortgage Loan that is an Outside Serviced
Trust Mortgage Loan, deliver to and deposit with the master Servicer, within 45
days of the Closing Date, a copy of the mortgage file that was delivered to the
related Outside Trustee under the related Non Trust Mortgage Loan Securitization
Agreement or to a custodian under a custodial agreement that relates solely to
such Outside Serviced Trust Mortgage Loan, as applicable.
(d) The Seller shall, through an Independent third party (the
"Recording Agent") retained by it, as and in the manner provided in the Pooling
and Servicing Agreement (and in any event within 45 days following the later of
the Closing Date and the date on which all necessary recording information is
available to the Recording Agent), cause (i) each assignment of Mortgage and
each assignment of Assignment of Leases, in favor of, and delivered as part of
the related Mortgage File to, the Trustee, to be submitted for recordation in
the appropriate public office for real property records, and (ii) such
assignments to be delivered to the Trustee following their return by the
applicable public recording office, with copies of any such returned assignments
to be delivered by the Trustee to the Master Servicer, at the expense of the
Seller, at least every 90 days after the Closing Date (or at additional times
upon the request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Mortgage Loan by the Master
Servicer); provided that, in those instances where the public recording office
retains the original assignment of Mortgage or
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assignment of Assignment of Leases, a certified copy of the recorded original
shall be forwarded to the Trustee. If any such document or instrument is lost or
returned unrecorded because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording and delivery contemplated in the preceding paragraph, including,
without limitation, any out-of-pocket costs and expenses that may be incurred by
the Trustee in connection with any such recording or delivery performed by the
Trustee at the Seller's or the Purchaser's request and the fees of the Recording
Agent.
Pursuant to the Pooling and Servicing Agreement and a letter agreement
dated May 9, 2007 (the "Filing Letter Agreement") between Redwood Trust, Inc.
(the "Payee"), the Depositor, the UBS Mortgage Loan Seller and the Trustee, the
Trustee, through a third party (the "Filing Agent") retained by it, as and in
the manner provided in the Pooling and Servicing Agreement and at the expense of
the Payee (and in any event within 45 days following the later of the Closing
Date and the date on which all necessary filing information is available to the
Filing Agent), is required to cause (i) each assignment of Uniform Commercial
Code financing statements prepared by the Seller, in favor of, and delivered as
part of the related Mortgage File to the Trustee, to be submitted for filing in
the appropriate public office, and (ii) such assignments to be delivered to the
Trustee following their return by the applicable public filing office, with
copies of any such returned assignments to be delivered by the Trustee to the
Master Servicer, at the expense of the Seller, at least every 90 days after the
Closing Date (or at additional times upon the request of the Master Servicer if
reasonably necessary for the ongoing administration and/or servicing of the
related Mortgage Loan by the Master Servicer). The Seller hereby agrees to
reasonably cooperate with the Trustee and the Filing Agent with respect to the
filing of the assignments of Uniform Commercial Code financing statements as
described in this paragraph and to forward to the Trustee filing confirmation,
if any, received in connection with such Uniform Commercial Code financing
statements filed in accordance with this paragraph. Notwithstanding the
foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing
Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred
in connection with the filings referred to in this paragraph and (ii) required
to be paid by the Payee pursuant to the Filing Letter Agreement, and such
expenses are not paid by the Payee in advance of such filings, the Trustee,
pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement
and at the expense of the Seller, shall only be required to cause the Filing
Agent to file the assignments of such Uniform Commercial Code financing
statements with respect to Mortgage Loans secured by hotel or hospitality
properties.
(e) With respect to any Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan), the Seller shall deliver to and deposit with the Master
Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination
Documents (other than any document that constitutes part of the Mortgage File
for such Mortgage Loan); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications or
correspondence, credit underwriting or due diligence analyses or information,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to
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complete subsequent to the Closing Date, the Seller shall, on or before the
Closing Date, take all actions required under applicable law to effectuate the
transfer of the Mortgage Loans by the Seller to the Purchaser.
(g) In connection with the obligations of the Master Servicer under
the Pooling and Servicing Agreement, with regard to each Mortgage Loan (other
than an Outside Serviced Trust Mortgage Loan) that is secured by the interests
of the related Mortgagor in a hospitality property (identified on Schedule VI to
the Pooling and Servicing Agreement) and each Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan) that has a related letter of credit, the
Seller shall deliver to and deposit with the Master Servicer, on or before the
Closing Date, any related franchise agreement, franchise comfort letter and the
original of such letter of credit. Further, in the event, with respect to a
Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) with a
related letter of credit, the Master Servicer determines that a draw under such
letter of credit has become necessary under the terms thereof prior to the
assignment of such letter of credit having been effected in accordance with
Section 3.01(e) of the Pooling and Servicing Agreement, the Seller shall, upon
the written direction of the Master Servicer, use its best efforts to make such
draw or to cause such draw to be made on behalf of the Trustee.
(h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) and provide the
Seller and the Controlling Class Representative and the Special Servicer with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the
date of the Master Servicer Certification of such documents actually received;
provided that such review shall be limited to identifying the document received,
the Serviced Trust Mortgage Loan to which it purports to relate, that it appears
regular on its face and that it appears to have been executed (where
appropriate). Notwithstanding anything to the contrary set forth herein, to the
extent the Seller has not been notified in writing of its failure to deliver any
document with respect to a Mortgage Loan required to be delivered pursuant to or
as contemplated by Section 2(e) hereof prior to the date occurring 18 months
following the date of the Master Servicer Certification, the Seller shall have
no obligation to provide such document.
(i) In addition, on the Closing Date, the Seller shall deliver to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposits
relating to the Mortgage Loans.
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 corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware 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 (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting
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the enforcement of creditors' rights in general, and (B) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(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 organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which the Seller is subject, or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material 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 organizational document 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 and delivery of this Agreement by the Seller or the
performance by the Seller of its obligations under this Agreement.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d) hereof, no consent, approval, authorization or
order of, registration or filing with, or notice to, 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; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of 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 provided herein, as a sale of the
Mortgage Loans to the Purchaser in exchange for the consideration specified
in Section 1 hereof. In connection with the foregoing, the Seller shall
cause all of its records to reflect such transfer as a sale (as opposed to
a secured loan). 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. After giving
effect to its transfer of the Mortgage Loans to the Purchaser, as provided
herein, the value of the Seller's assets, either taken at their present
fair saleable value or at fair valuation, will
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exceed the amount of the Seller's debts and obligations, including
contingent and unliquidated debts and obligations of the Seller, and the
Seller will not be left with unreasonably small assets or capital with
which to engage in and conduct its business. The Mortgage Loans do not
constitute all or substantially all of the assets of the Seller. The Seller
does not intend to, and does not believe that it will, incur debts or
obligations beyond its ability to pay such debts and obligations as they
mature.
(ix) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties made by
the initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing
Agreement, except that all references therein to the "Depositor" shall be deemed
to be references to the Seller and all references therein to the Mortgage Pool
shall be deemed to be references to all the Securitized Loans.
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:
(i) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. 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.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery hereof by the Seller, constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of
this Agreement will not (A) violate the Purchaser's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Purchaser is subject or (C) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Purchaser is a party or by which
the Purchaser is bound.
(iv) 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 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.
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(v) 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 provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller receives written notice or obtains actual knowledge
with respect to any Mortgage Loan (i) that any document constituting a part of
clauses (a)(i) through (a)(xiii) (or, in the case of an Outside Serviced Trust
Mortgage Loan, clause (b)(i)) of the definition of "Mortgage File" or a
document, if any, specifically set forth on Schedule IX to the Pooling and
Servicing Agreement has not been executed (if applicable) or is missing (a
"Document Defect") or (ii) of a breach of any of the Seller's representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach, as
of the date specified in the fourth paragraph of Section 2.03(a) to the Pooling
and Servicing Agreement, materially and adversely affects the value of the
Mortgage Loan, then such Document Defect shall constitute a "Material Document
Defect" or such Breach shall constitute a "Material Breach", as the case may be.
In the event that the Seller obtains actual knowledge of a Material Document
Defect or Material Breach, then the Seller shall deliver written notification to
the Purchaser with respect thereto. Then, following receipt of a
Seller/Depositor Notification with respect to such Material Document Defect or
Material Breach, as the case may be, the Seller shall cure, repurchase or cover
the loss of value with respect to the subject Mortgage Loan, as the case may be,
if and to the extent the Depositor is required to do so, in the manner, under
the circumstances, subject to the conditions, within the time periods and upon
all of the other terms set forth in Section 2.03(a) of the Pooling and Servicing
Agreement.
(b) In the event the Seller is obligated to repurchase any Mortgage
Loan pursuant to this Section 5, such obligation shall extend to any successor
REO Mortgage Loan with respect thereto as to which (A) the subject Material
Breach existed as to the subject predecessor Mortgage Loan prior to the date the
related Mortgaged Property became an REO Property or within 90 days thereafter,
and (B) as to which the Seller had received, no later than 90 days following the
date on which the related Mortgaged Property became an REO Property, a
Seller/Depositor Notification from the Trustee regarding the occurrence of the
applicable Material Breach and directing the Seller to repurchase the subject
Mortgage Loan.
(c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Seller or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is
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acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller (or by the Depositor) within 10 Business Days of the Controlling Class
Representative's receipt of a written request for such consent); and provided,
further, that the Seller may, at its option, purchase the entire
Cross-Collateralized Group in lieu of terminating the cross-collateralization.
All costs and expenses incurred by the Purchaser or its designee pursuant to
this paragraph shall be included in the calculation of Purchase Price for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether the subject Breach
or Document Defect, as the case may be, materially and adversely affects the
value of such Cross-Collateralized Group, and (ii) the application of remedies,
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.
(d) It shall be a condition to any repurchase of a Mortgage Loan by
the Seller pursuant to this Section 5 that the Purchaser shall have executed and
delivered such instruments of transfer or assignment then presented to it by the
Seller (or as otherwise required to be prepared, executed and delivered under
the Pooling and Servicing Agreement), in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Mortgage Loan (including any property acquired in respect thereof or proceeds of
any insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder. If any Mortgage Loan is to
be repurchased as contemplated by this Section 5, the Seller shall amend the
Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall
forward such amended schedule to the Purchaser.
(e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Breach or
Document Defect. It is understood and agreed that the obligations of the Seller
set forth in this Section 5 constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
(f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller made by
virtue of the Depositor's representation set forth in, or made pursuant to
paragraph (xlviii) of Schedule II to the Pooling and Servicing Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).
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(g) In addition, subject to Section 5(f) and the last three sentences
of this paragraph, if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in and made pursuant to paragraph (xvii) of Schedule II to
the Pooling and Servicing Agreement) or a Material Document Defect with respect
to a Mortgage Loan is not capable of being cured in accordance with Section
2.03(a) of the Pooling and Servicing Agreement, then in lieu of repurchasing the
subject Mortgage Loan, the Seller shall pay a cash amount equal to the Loss of
Value Payment, and any costs incurred in connection with such Material Breach or
Material Document Defect, as the case may be, in each case required to be paid
by the Depositor (or, payable by the Depositor due to the Depositor's exercise
of its option) under Section 2.03(e) of the Pooling and Servicing Agreement, but
only if and to the extent the Depositor is required or elects to do so, in the
manner, under the circumstances, subject to the conditions, within the time
periods and upon all of the other terms set forth in Section 2.03 of the Pooling
and Servicing Agreement. Provided that such payment is made, this paragraph
describes the sole remedy available to the Purchaser regarding any such Material
Breach or Material Document Defect and the Seller shall not be obligated to
otherwise cure such Material Breach or Material Document Defect or repurchase
the affected Mortgage Loan based on such Material Breach or Material Document
Defect under any circumstances. Notwithstanding the foregoing provisions of this
Section 5(g), if 95% or more of the loss of value to a Mortgage Loan was caused
by a Material Breach or Material Document Defect, which Material Breach or
Material Document Defect is not capable of being cured, this Section 5(g) shall
not apply and the Seller shall be obligated to repurchase the affected Mortgage
Loan at the applicable Purchase Price in accordance with Section 5(a).
Furthermore, the Seller shall not have the option of delivering Loss of Value
Payments in connection with any Material Breach relating to a Mortgage Loan's
failure to be a Qualified Mortgage. In the event there is a Loss of Value
Payment made by the Seller in accordance with this Section 5(g), the amount of
such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(e) of the Pooling and
Servicing Agreement.
(h) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Seller set forth in and
made pursuant to paragraph (xvii) of Schedule II to the Pooling and Servicing
Agreement, and the subject Mortgage Loan becomes a Qualified Mortgage prior to
the expiration of the Initial Resolution Period applicable to a Material
Document Defect or Material Breach that affects whether a Mortgage Loan is a
Qualified Mortgage, and without otherwise causing an Adverse REMIC Event or an
Adverse Grantor Trust Event, then such breach will be cured and the Seller will
not be obligated to repurchase or otherwise remedy such Breach.
(i) The parties hereto agree that any controversy or claim arising
under Section 5(a), Section 5(b) and/or Section 5(g) of this Agreement shall be
resolved in accordance with the Mediation/Arbitration procedures set forth in
Section 2.03(i) of the Pooling and Servicing Agreement. The parties to this
Agreement hereby agree to waive any right to trial by jury fully to the extent
that any such right shall now or hereafter exist with regard to the rights and
remedies contained in this Section 5, subject to the conditions set forth in
Section 2.03(i) of the Pooling and Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Xxxx LLP, 2 World
Financial Center, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, 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
9
Purchaser set forth in Section 4 of this Agreement, shall be true and correct in
all material respects as of the Closing Date;
(b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) 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;
(f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties hereto 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 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the initial Purchaser,
the Underwriters and the Placement Agents may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement and in the
Indemnification 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;
(e) An Officer's Certificate from an officer of the Seller, in his or
her individual capacity, dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that each individual who, as an officer or representative of the
10
Seller, signed this Agreement, the Indemnification Agreement or any other
document or certificate delivered on or before the Closing Date in connection
with the transactions contemplated herein or in the Indemnification Agreement,
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;
(f) As certified by an officer of the Seller, true and correct copies
of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware not earlier than 10 days prior to the Closing
Date;
(g) A favorable opinion of Xxxxxxx Xxxxxxxx & Wood LLP, special
counsel to the Seller, in form and substance reasonably acceptable to, and
covering matters reasonably requested by, the initial Purchaser, dated the
Closing Date and addressed to the initial Purchaser, the Underwriters, the
Placement Agents, the Rating Agencies and, upon request, the other parties to
the Pooling and Servicing Agreement, together with such other opinions of
Xxxxxxx Xxxxxxxx & Xxxx LLP as may be required by the Rating Agencies in
connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, in form and
substance reasonably acceptable to, and covering matters reasonably requested
by, the initial Purchaser, dated the Closing Date and addressed to the initial
Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement;
(i) In the event any of the Certificates are mortgage related
securities within the meaning of the Secondary Mortgage Market Enhancement Act
of 1984, as amended, a Certificate of the Seller regarding origination of the
Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended; and
(j) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 8. Costs. The Seller shall pay its Allocable Share of all
reasonable out-of-pocket costs and expenses incurred by the Seller, the initial
Purchaser, the Underwriters, the Placement Agents and the sellers of the Other
Loans to the Purchaser in connection with the securitization of the Securitized
Loans and the other transactions contemplated by this Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement. "Allocable Share"
shall mean a fraction (expressed as a percentage), the numerator of which is the
aggregate outstanding principal balance of the Mortgage Loans as of the date of
determination, and the denominator of which is the aggregate outstanding
principal balance of all of the Securitized Loans on such date of determination.
SECTION 9. Grant of a Security Interest. The parties hereto agree that
it is their express intent 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
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided
11
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; (iv) the assignment to the Trustee of the interest
of the Purchaser in and to the Mortgage Loans shall be deemed to be an
assignment of any security interest created hereunder; (v) the possession by the
Trustee or any of its agents, including, without limitation, the Custodian, of
the Mortgage Notes for the Mortgage Loans, 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 applicable Uniform Commercial
Code; and (vi) notifications to persons (other than the Trustee) holding such
property, and acknowledgments, receipts or confirmations from such persons
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; and, in connection with the foregoing, the Seller authorizes the
Purchaser to file any and all appropriate Uniform Commercial Code financing
statements.
SECTION 10. 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 11. 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 initial Purchaser to the Trustee).
SECTION 12. 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 13. 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.
12
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND SUBJECT
TO SECTION 5(I) HEREOF, THE SELLER AND THE PURCHASER EACH HEREBY IRREVOCABLY (I)
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN
NEW YORK CITY, TO THE EXCLUSION OF ALL OTHER COURTS, WITH RESPECT TO MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OTHER THAN MATTERS TO BE SETTLED BY
MEDIATION OR ARBITRATION IN ACCORDANCE WITH SECTION 5(I) HEREOF; (II) AGREES
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, TO THE EXCLUSION OF ALL
OTHER COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM IN CONNECTION WITH SUCH ACTION OR PROCEEDING COMMENCED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; AND (IV) AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
PROVIDED, THAT IN THE EVENT SECTION 5(I) HEREOF IS INAPPLICABLE AND BOTH A NEW
YORK STATE AND A FEDERAL COURT SITTING IN NEW YORK IN WHICH AN ACTION OR
PROCEEDING HAS BEEN DULY AND PROPERLY COMMENCED BY ANY PARTY TO THIS AGREEMENT
REGARDING A MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT HAS REFUSED TO
ACCEPT JURISDICTION OVER OR OTHERWISE HAS NOT ACCEPTED SUCH ACTION OR PROCEEDING
WITHIN, IN THE CASE OF EACH SUCH COURT, 60 DAYS OF THE COMMENCEMENT OR FILING
THEREOF, THEN THE WORDS "TO THE EXCLUSION OF ALL OTHER COURTS" IN CLAUSE (I) AND
CLAUSE (II) OF THIS SENTENCE SHALL NOT APPLY WITH REGARD TO SUCH ACTION OR
PROCEEDING AND THE REFERENCE TO "SHALL" IN CLAUSE (II) OF THIS SECTION SHALL BE
DEEMED TO BE "MAY".
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
such party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. 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, and their respective successors and permitted assigns.
SECTION 17. 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 against whom such waiver or
modification is sought to be enforced. The Seller's obligations
13
hereunder shall in no way be expanded, changed or otherwise affected by any
amendment of or modification to the Pooling and Servicing Agreement, unless the
Seller has consented to such amendment or modification in writing.
14
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
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
PURCHASER
STRUCTURED ASSET SECURITIES
CORPORATION II
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
Address for Notices:
Structured Asset Securities
Corporation II
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(SEE ATTACHED)
A-1
KEY
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS CITY
-------- ------------------------------------------ ---------------------------------------------------- -------------------
3 Xxxxxxx Maryland Portfolio II Various Various
4 One Alliance Center 0000 Xxxxx Xxxx Xxxxxxx
5 Duke Cleveland East Suburban Portfolio Various Various
6 Watergate 600 000 Xxx Xxxxxxxxx Xxxxxx, XX Xxxxxxxxxx
7 Extendicare Portfolio Various Various
9 Extendicare Portfolio II Various Various
10 Xxxxx Building 000 00xx Xxxxxx, XX Xxxxxxxxxx
11 0000 X Xxxxxx 0000 X Xxxxxx, XX Xxxxxxxxxx
12 0000 Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx
13 200 Galleria 000 Xxxxxxxx Xxxxxxx Xxxxxxx
14 0000 Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx
15 Northstar 000 Xxxxxxxxx Xxxxxx, 608 & 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx
18 Xxxxxxxxx Place 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx
19 Xxxxxxx 500 Steamboat Road Greenwich
20 Citicorp Xxxxxxxxxx XX 00000 Lakefront Place Jeffersontown
21 Briarwood Apartments 0000 Xxxxxxxxx Xxxx Xxxxxx
00 Xxxxxxxx XxXxxxxxxxxx XX 5450 Millstream Road McLeansville
23 Citicorp Meridian ID 2200 S. Cobalt Point Way Meridian
24 Fed Ex Portfolio Roll Up Various Various
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx 5300 Xxxxxx Highway Winter Haven
27 Campus Commons 1920 NE Terre View Pullman
28 Cornerstone Office Orlando 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
30 Shiloh Valley Overlook Apartments 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx
00 Xxxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxx Parkway Indianapolis
35 Sea Air 00000 Xxx Xxx Xxxxxx Xxxxxxxx Xxxxx
36 Villages of Cinnamon Creek 0000 Xxxxxxxx Xxxxx Xxxxx San Antonio
38 Crossings on the Xxxxx 00000 Xxxxx Xxxx Xxxxxx
00 Xxxx Xxxxx 0 Xxxxxx Xx. Xxxxxxxxx
00 Xxxxxxx Xxxxx 75-5815 Alii Drive Kailua-Kona
00 Xxxxxxxx Xxxxxxxxxxx XXX Xxxxxxxxx Boulevard & Marine Avenue Lawndale
43 Xxxxxxx Town Square 0000 Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxx XXX Xxxxxxx Xxxxxx and Avenue 48 Coachella
46 Xxxxxxxx and Stadium Office Buildings 1200 & 0000 X. Xxxxxxxx Xxxx Xxxxxxxxx
00 Xxx Xxxx Xxxxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx Xxxx
52 Highlands at Xxxxxxxx Apartments 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxx Xxxxxx Xxxxxx and Xxxxxxx Road Xxxx
55 Garden Estates Apartments 0000 Xxxxxx Xxxxxx & 0000 00xx Xxxxxx Xxxxxxxxx
56 Xxxxxxxx Shopping Center 1121 Xxxxx Xxxxxx Boulevard (State Road 92) Yukon
57 Premiere Trade Plaza 000 X. Xxxxxx Xxxxxx, Floors 00 - 00 Xxxxxxx
00 Xxxx Xxxx Mall 0000 Xxxx Xxxxx Xxxxxx Xxxxx Xxx
00 Xxxxx Xxxx Xxxxxxxxxx 00000 Xxxx Xxxxxxxxx Avenue Spokane Valley
63 Woodfield Corporate Center 8000 and 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx
64 A&P - NYC 000 Xxxx 00xx Xxxxxx Xxx Xxxx
65 Hickory Xxxx 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx
67 Rancho Las Polomas 1000, 1010, 1060, 1080 & 0000 Xxxx Xxxxxxxxxx Xxxxxx Colton
69 Carlton Court 00000 Xxxxx Xxxx Xxxxxx
00 Xxxxxxxxx Apartments 0000-0000 Xxxxx Xxxxxxx Xxxxxx McHenry
73 San Marcos Apartments 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx
00 Xxxxxx Xxxxx Xxxxxxxxxx 0000 XxXxxx Xxxx Longview
75 Holiday Inn Express - Saginaw 0000 Xxxxxxxxxxxxx Xx Xxxxxxx Xxxxxxxx
77 Lone Mountain Plaza 10010-10040 W. Cheyenne Avenue Las Vegas
79 The Lock Up 000 Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxx
80 Xxxxxx Xxxxx Apartments 0000 Xxxxxx Xxxxx Hurst
81 Marketplace at Hobe Sound 0000 XX Xxxxxx Xxxx Xxxx Sound
83 Pomona Tech Center 0000 Xxxxxx Xxxxxx Xxxxxx
85 Green Acres 0000 Xxxx 00xx Xxxxxx Amarillo
86 Sunnyview Apartments 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxx
87 Xxxxxxx Oaks 2501 Xxxx Chapel Extension Dallas
89 Georgetown Apartments 00 Xxxxxxxxxx Xxxx Xxxxxx Xxxx
90 Four Points by Sheraton - Saginaw 0000 Xxxxx Xxxxxx Xxxx Saginaw Township
91 Holiday Inn Express - Quakertown 0000 Xxxx Xxxxx Xxxxxxx Xxxxxxxxxx
97 North Huntington Hills Apartments 0000 Xxxxx Xxxxxxx Xxxx Longview
99 0000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx
100 Chase Crossing Apartments 00000 Xxxxx Xxxxxx Xxxx Xxxxxx
000 Xxxxxx Xxxxxx 901-927 Lithia Xxxxxxxxx Xxxx Xxxxxxx
000 Xxxx Xxx Xxxx Xxxxx 0000 Xxxxxxx Xxxx Xxxxxxxx
000 Xxxxxxx Xxxxx Apartments 000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
109 Pollyanna Apartments 000 Xxxx Xxxxxxx Xxxxxx San Antonio
110 Holiday Inn Express - Pearland 0000 Xxxxx Xxxx Xxxxxx Pearland
111 Watermarke at Lake Highlands 0000 Xxxxxxx Xxxx Xxxxxx
000 000 Xxxxxxxxx Xxxxxxxx 000 Xxxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxx Xxxxxxxxxx 000 X. Xxxx Xxxxxx Xxxxxxxx
000 Xxxxxxx Flex Buildings Various Various
000 Xxxxxx Xxxx Apartments 2105 -X-0 Xxxxxxx Xxxxxx Xxxxxx
117 Spring Pine Apartments 0000 Xxxxxxx Xxxx Xxxxxxx
120 2627 Chestnut Ridge Dr. 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx
121 Vineville Crossing 0000 Xxxxxxx Xxxx Xxxxx
122 Xxxxxx Xxxxxxx - Metro Airport 0000 Xxxxxxxx Xxxx Xxxxxxx
000 Xxxxxx Xxxx Shopping Center 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxxx
124 0000 Xxxxx Xxxxx Xxxxxxx 0000 Xxxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxx
126 Energy Park 0000 Xxxxxx Xxxx Xxxxx Xx. Xxxx
000 Xxxxxxxxx Xxxxx 00000 00xx Xxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxxx 000 Xxxxx Xxxxxx Tap Road Coppell
134 Switzers Locker Room - Edmond 000 XX 000xx Xxxxxx Xxxxxxxx Xxxx
135 Brazos Park 0000 Xxxxxxxxx Xxxx Xxxxxxxxx
138 Jared - The Galleria of Jewelry - Lakeline 00000 Xxxxx Xxxx Xxxxxxxxx Xxxxxx
139 Switzers Locker Room - Moore 000 XX 00xx Xxxxxx Xxxxx
000 Xxxxxxx Xxxxx Retail Center 0000 X. Xxxxxxx Xxxxx Xxx Xxxxx
142 Oak View Apartments 000 Xxxxxx Xxxxxx Xxxxxxxxxxx
000 Xxxxxx Center 0000 Xxxxxxxx Xxxxxx Xxxxxxxx
145 Regency Apartments 0000 Xxxxxx Xxxxxx Xxxxxxxx
146 Best Western Xxxxxxxx Xxx & Xxxxxx 00000 Xxxxxx X. Xxxxx Xxxxxxxxxx Xxxxx Xxxx
000 Xxxxxxxxx Xxxxx 0000-0000 00xx Xxxxxx Xxxxx Xxxxxxxx Xxxx
148 Citibank Branch 000 Xxxx Xxxx Xxxxxx Xxxx Xxxxx
150 5009 Xxxxxxxx 0000 Xxxxxxxx Xxxxxxx
000 Xxxxxxxxxx Xxxxxxxx Xxxxxx 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxx
000 Xxxxxx'x Supermarket 0000 Xxxxx Xxxxxx Xxxxxxxx
155 Township Theater Shops 1180-1190 County Road J Xxxxx Xxxx Xxxxxxxx
000 Xxxx Xxxx Self Storage 0000 Xxxxxx Xxxxxx Xxxx Xxxx
160 CVS - Bridgeport 0000 Xxxx Xxxx Xxxxxx Bridgeport
161 Gallery Office Building 1901 Northwest Military Highway Castle Hills
162 Xxxxxx Drug Store 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx
000 Xxxxx Fargo Rialto 000 Xxxxxxxx Xxxxxxxxx Rialto
166 Xxxxxx Xxxxxx Garage 000 X 000xx Xxxxxx Xxx Xxxx
MORTGAGE REMAINING REMAINING INTEREST
LOAN CUT-OFF DATE MONTHLY P&I TERM TO AMORTIZATION ACCRUAL
NUMBER STATE ZIP CODE BALANCE PAYMENT MORTGAGE RATE MATURITY MATURITY DATE TERM BASIS
-------- ------- -------- -------------- ----------- ------------- --------- ------------- ------------ --------
3 MD Various 185,000,000.00 870,306.59 5.5679 84 20140411 0 Xxx/000
0 XX 00000 84,150,000.00 793,241.32 5.6900 121 20170511 0 Act/360
5 OH Various 135,000,000.00 807,311.33 5.9760 120 20170411 360 Xxx/000
0 XX 00000 132,000,000.00 640,727.08 5.7450 120 20370411 0 Act/360
7 Various Various 125,000,000.00 855,959.02 6.6525 55 20111111 300 Act/360
9 Various Various 90,000,000.00 624,095.52 6.7900 59 20120311 000 Xxx/000
00 XX 00000 88,000,000.00 385,328.47 5.1825 57 20120111 0 Xxx/000
00 XX 00000 42,483,000.00 408,754.38 5.5800 117 20170106 0 Xxx/000
00 XX 00000 84,354,091.00 421,926.67 5.9200 119 20170311 0 Xxx/000
00 XX 00000 70,000,000.00 352,140.51 5.9540 118 20170211 0 Xxx/000
00 XX 00000 68,700,000.00 343,627.22 5.9200 119 20170311 0 Xxx/000
00 XX 00000 62,150,000.00 379,641.81 5.8950 121 20170511 000 Xxx/000
00 XX 00000 41,700,000.00 232,183.09 6.5900 60 20120411 0 Xxx/000
00 XX 00000 37,500,000.00 214,334.70 5.5600 118 20170211 000 Xxx/000
00 XX 00000 33,512,500.00 157,261.29 5.5540 120 20170411 0 Xxx/000
00 XX 00000 33,000,000.00 163,109.38 5.8500 119 20170311 0 Act/360
00 XX 00000 31,854,700.00 149,481.87 5.5540 120 20170411 0 Act/360
00 XX 00000 31,442,800.00 147,548.98 5.5540 120 20170411 0 Act/360
24 Various Various 30,800,000.00 155,982.75 5.9940 118 20170211 0 Xxx/000
00 XX 00000 25,000,000.00 147,325.68 5.8400 119 20170311 360 Act/360
27 XX 00000 24,600,000.00 115,563.06 5.5600 120 20170411 0 Xxx/000
00 XX 00000 24,000,000.00 142,199.23 5.8900 120 20170411 000 Xxx/000
00 XX 00000 22,400,000.00 130,720.32 5.7500 117 20170111 360 Act/360
31 IN 46250 22,000,000.00 128,373.38 5.7200 115 20161111 000 Xxx/000
00 XX 00000 20,000,000.00 98,431.71 5.8250 117 20170111 0 Xxx/000
00 XX 00000 20,000,000.00 94,122.69 5.5700 120 20170411 0 Xxx/000
00 XX 00000 17,600,000.00 82,827.96 5.5700 120 20170411 0 Xxx/000
00 XX 00000 17,500,000.00 86,379.11 5.8420 117 20170111 0 Xxx/000
00 XX 00000 17,200,000.00 100,812.02 5.7900 120 20170411 000 Xxx/000
00 XX 00000 16,000,000.00 92,914.77 5.7050 121 20170511 000 Xxx/000
00 XX 00000 15,500,000.00 81,719.44 6.2400 118 20170211 0 Xxx/000
00 XX 00000 15,100,000.00 90,920.82 6.0400 120 20170411 000 Xxx/000
00 XX 00000 15,080,000.00 88,578.41 5.8100 118 20170211 000 Xxx/000
00 XX 00000 14,500,000.00 86,469.26 5.9500 120 20170411 000 Xxx/000
00 XX 00000 12,920,000.00 64,296.44 5.8900 116 20161211 0 Act/360
00 XX 00000 11,500,000.00 69,318.42 6.0500 120 20170411 000 Xxx/000
00 XX 00000 11,250,000.00 53,134.11 5.5900 118 20170211 0 Act/360
56 XX 00000 11,000,000.00 67,728.89 6.2500 114 20161011 000 Xxx/000
00 XX 00000 10,900,000.00 65,140.92 5.9700 118 20170211 000 Xxx/000
00 XX 00000 10,000,000.00 59,698.13 5.9600 119 20170311 360 Act/360
62 XX 00000 9,500,000.00 46,875.46 5.8400 59 20120311 0 Act/360
00 XX 00000 9,032,308.68 53,619.54 5.9000 119 20170311 000 Xxx/000
00 XX 00000 9,000,000.00 51,496.98 5.5700 118 20170211 000 Xxx/000
00 XX 00000 9,000,000.00 45,168.75 5.9400 57 20120111 0 Xxx/000
00 XX 00000 8,400,000.00 50,092.54 5.9500 119 20170311 000 Xxx/000
00 XX 00000 8,150,000.00 42,762.03 6.2100 57 20120111 0 Act/360
00 XX 00000 7,870,000.00 40,096.01 6.0300 58 20120211 0 Xxx/000
00 XX 00000 7,040,000.00 41,846.95 5.9200 116 20161211 000 Xxx/000
00 XX 00000 7,000,000.00 42,329.25 6.0800 83 20140311 000 Xxx/000
00 XX 00000 6,770,000.00 41,376.33 6.1800 116 20161211 000 Xxx/000
00 XX 00000 6,450,000.00 39,965.80 6.3100 118 20170211 000 Xxx/000
00 XX 00000 6,430,000.00 38,633.82 6.0200 117 20170111 000 Xxx/000
00 XX 00000 6,330,000.00 37,343.26 5.8500 117 20170111 000 Xxx/000
00 XX 00000 6,000,000.00 35,358.16 5.8400 119 20170311 000 Xxx/000
00 XX 00000 5,990,000.00 35,184.66 5.8100 119 20170311 000 Xxx/000
00 XX 00000 5,957,627.97 38,841.68 6.0500 115 20161111 000 Xxx/000
00 XX 00000 5,920,000.00 35,569.55 6.0200 119 20170311 000 Xxx/000
00 XX 00000 5,800,000.00 33,479.68 5.6500 117 20170111 000 Xxx/000
00 XX 00000 5,600,000.00 33,502.86 5.9800 119 20170311 000 Xxx/000
00 XX 00000 5,430,000.00 33,186.63 6.1800 116 20161211 000 Xxx/000
00 XX 00000 5,250,000.00 33,569.55 5.9200 120 20170411 000 Xxx/000
00 XX 00000 4,705,000.00 27,696.68 5.8300 117 20170111 000 Xxx/000
00 XX 00000 4,635,086.55 26,841.46 5.6500 117 20170111 357 Act/360
000 XX 00000 4,600,000.00 27,049.25 5.8200 117 20170111 360 Act/360
000 XX 00000 4,486,518.72 27,008.71 6.0100 117 20170111 357 Act/360
000 XX 00000 4,476,565.90 29,397.51 6.1700 58 20120211 298 Act/360
000 XX 00000 4,200,000.00 21,859.44 6.1600 119 20170311 0 Act/360
000 XX 00000 4,160,000.00 24,701.10 5.9100 117 20170111 360 Act/360
000 XX 00000 4,115,429.04 26,697.79 6.0400 118 20170211 298 Act/360
000 XX 00000 4,100,000.00 23,848.41 5.7200 116 20161211 360 Act/360
000 XX 00000 4,100,000.00 19,572.28 5.6500 120 20170411 0 Act/360
000 XX 00000 4,080,000.00 25,574.09 6.4200 110 20160611 360 Act/360
114 GA Various 4,076,446.96 23,965.51 5.8100 119 20170311 359 Act/360
000 XX 00000 4,000,000.00 23,470.12 5.8000 119 20170311 360 Act/360
000 XX 00000 3,925,000.00 22,780.72 5.7000 116 20161211 360 Act/360
000 XX 00000 3,750,000.00 22,652.19 6.0700 118 20170211 360 Act/360
000 XX 00000 3,676,753.94 21,498.86 5.7600 119 20170311 359 Act/360
000 XX 00000 3,671,094.23 23,046.90 6.3600 111 20160711 351 Act/360
000 XX 00000 3,600,000.00 21,260.86 5.8600 120 20170411 360 Act/360
000 XX 00000 3,600,000.00 20,780.49 5.6500 117 20170111 360 Act/360
000 XX 00000 3,500,000.00 20,380.60 5.7300 118 20170211 360 Act/360
000 XX 00000 3,230,000.00 18,767.41 5.7100 118 20170211 360 Act/360
000 XX 00000 3,192,500.00 20,878.62 6.7800 178 20220211 000 Xxx/000
000 XX 00000 3,040,000.00 18,187.26 5.9800 118 20170211 360 Act/360
000 XX 00000 2,941,000.00 17,387.73 5.8700 118 20170211 360 Act/360
000 XX 00000 2,800,000.00 17,386.03 6.3300 120 20170411 000 Xxx/000
000 XX 00000 2,800,000.00 16,751.43 5.9800 118 20170211 360 Act/360
000 XX 00000 2,750,000.00 16,083.21 5.7700 117 20170111 360 Act/360
000 XX 00000 2,747,732.68 16,523.02 6.0200 119 20170311 359 Act/360
000 XX 00000 2,697,600.07 15,722.18 5.7300 119 20170311 359 Act/360
000 XX 00000 2,660,000.00 15,948.04 6.0000 118 20170211 360 Act/360
000 XX 00000 2,656,631.44 17,203.52 6.0400 119 20170311 299 Act/360
000 XX 00000 2,500,000.00 12,145.54 5.7500 119 20170311 0 Act/360
000 XX 00000 2,494,289.43 14,462.52 5.6700 118 20170211 358 Act/360
000 XX 00000 2,446,891.29 15,830.34 6.0300 119 20170311 299 Act/360
000 XX 00000 2,419,496.80 14,090.08 5.7100 118 20170211 358 Act/360
000 XX 00000 2,300,000.00 13,701.06 5.9400 115 20161111 360 Act/360
000 XX 00000 2,200,000.00 13,063.08 5.9100 108 20160411 360 Act/360
000 XX 00000 2,200,000.00 14,458.38 6.2100 83 20140311 300 Act/360
000 XX 00000 1,995,431.55 11,570.01 5.6700 118 20170211 358 Act/360
000 XX 00000 1,930,000.00 11,324.33 5.8000 117 20170111 360 Act/360
000 XX 00000 1,880,000.00 11,380.56 6.0900 120 20170411 360 Act/360
000 XX 00000 1,498,697.09 8,820.41 5.8200 119 20170311 359 Act/360
000 XX 00000 1,046,683.12 6,618.31 5.7700 118 20170211 298 Act/360
MORTGAGE PRIMARY MORTGAGE ARD ANTICIPATED
LOAN ADMINISTRATIVE SERVICING LOAN MORTGAGE REPAYMENT ARD
NUMBER COST RATE FEE GROUND LEASE? SELLER DEFEASANCE LOAN DATE SPREAD
-------- -------------- --------- -------------------- -------- ---------------------------- -------- ----------- ------
3 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
4 0.0205 0.02 Fee Simple LB Yield Maintenance/Defeasance N/A 0 0
5 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
6 0.0205 0.02 Fee Simple LB Defeasance Yes 20170411 5
7 0.0205 0.02 Fee Simple LB Yield Maintenance/Defeasance N/A 0 0
9 0.0205 0.02 Fee Simple LB Yield Maintenance/Defeasance N/A 0 0
10 0.0205 0.02 Leasehold LB Defeasance N/A 0 0
11 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
12 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
13 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
14 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
15 0.0205 0.02 Fee Simple/Leasehold LB Defeasance N/A 0 0
18 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
19 0.0205 0.02 Fee Simple/Leasehold LB Defeasance N/A 0 0
20 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
21 0.0205 0.02 Fee Simple LB Yield Maintenance N/A 0 0
22 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
23 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
24 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
26 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
27 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
28 0.0105 0.01 Fee Simple LB Defeasance N/A 0 0
30 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
31 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
35 0.0205 0.02 Fee Simple LB Yield Maintenance/Defeasance N/A 0 0
36 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
38 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
39 0.0205 0.02 Fee Simple LB Yield Maintenance/Defeasance N/A 0 0
41 0.0205 0.02 Fee Simple/Leasehold LB Defeasance N/A 0 0
42 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
43 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
45 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
46 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
48 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
52 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
53 0.0205 0.02 Fee Simple/Leasehold LB Yield Maintenance N/A 0 0
55 0.0405 0.04 Fee Simple LB Defeasance N/A 0 0
56 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
57 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
60 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
62 0.0205 0.02 Fee Simple LB Yield Maintenance N/A 0 0
63 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
64 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
65 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
67 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
69 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
71 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
73 0.0205 0.02 Fee Simple LB Yield Maintenance N/A 0 0
74 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
75 0.0205 0.02 Fee Simple/Leasehold LB Defeasance N/A 0 0
77 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
79 0.0205 0.02 Fee Simple/Leasehold LB Yield Maintenance N/A 0 0
80 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
81 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
83 0.0605 0.06 Fee Simple LB Defeasance N/A 0 0
85 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
86 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
87 0.0705 0.06 Fee Simple LB Defeasance N/A 0 0
89 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
90 0.0205 0.02 Fee Simple/Leasehold LB Defeasance N/A 0 0
91 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
97 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
99 0.0705 0.06 Fee Simple LB Defeasance N/A 0 0
100 0.0605 0.06 Fee Simple LB Defeasance N/A 0 0
102 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
103 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
107 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
109 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
110 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
111 0.0705 0.06 Fee Simple LB Defeasance N/A 0 0
112 0.0205 0.02 Fee Simple LB Yield Maintenance N/A 0 0
113 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
114 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
115 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
117 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
120 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
121 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
122 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
123 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
124 0.0605 0.06 Fee Simple LB Defeasance N/A 0 0
126 0.0605 0.06 Fee Simple LB Defeasance N/A 0 0
131 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
133 0.0205 0.02 Fee Simple LB Yield Maintenance N/A 0 0
134 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
135 0.0705 0.06 Fee Simple LB Defeasance N/A 0 0
138 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
139 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
141 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
142 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
143 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
145 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
146 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
147 0.0605 0.06 Fee Simple LB Defeasance N/A 0 0
148 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
150 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
151 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
153 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
155 0.1105 0.11 Fee Simple LB Defeasance N/A 0 0
156 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
160 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
161 0.0805 0.08 Fee Simple LB Defeasance N/A 0 0
162 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
164 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
166 0.0205 0.02 Fee Simple LB Defeasance N/A 0 0
MORTGAGE MORTGAGE
LOAN CROSS LOAN SELLER
NUMBER COLLATERALIZED LOAN ID
-------- -------------- -----------
3 No 70216003
4 No 70111002
5 No 61208002
6 No 70118004
7 No 60401001
9 No 70102005
10 No 60914010
11 No 61102011
12 No 61221002
13 No 70110004
14 No 61221003
15 No 70108001
18 No 70116001
19 No 61110001
20 No 61106008
21 No 70122005
22 No 61106007
23 No 61106006
24 No 61214006
26 No 60922002
27 No 61220012
28 No 61113008
30 No 60825001
31 No 60929002
35 No 61011005
36 No 61220017
38 No 61220013
39 No 61011006
41 No 61004006
42 No 60922005
43 No 60222007
45 No 60724008
46 No 61109010
48 No 61214010
52 No 60918005
53 No 60419008
55 No 61130006
56 No 60321001
57 No 61006005
60 No 61208001
62 No 61208004
63 No 61220003
64 No 61031008
65 No 61114005
67 No 61205005
69 No 61117003
71 No 61122006
73 No 60911001
74 No 61214014
75 Yes(LB-L) 60404002
77 No 60530005
79 No 60725005
80 No 61116001
81 No 61204002
83 No 61212006
85 No 60616007
86 No 61218003
87 No 61018006
89 No 61214004
90 Yes(LB-L) 60404001
91 No 61016001
97 No 61121002
99 No 61025004
100 No 61106009
102 No 61030008
103 No 61102008
107 No 61114007
109 No 61025005
110 No 61003004
111 No 61018008
112 No 61212005
113 No 60221010
114 No 61016002
115 No 61101005
117 No 60928019
120 No 61102030
121 No 61015004
122 No 51212002
123 No 61121001
124 No 61023004
126 No 61122002
131 No 61017002
133 No 60705005
134 Yes(LB-E) 60928022
135 No 61018007
138 No 60612004
139 Yes(LB-E) 60928020
141 No 60906001
142 No 61027005
143 No 61207006
145 No 61212007
146 No 61003005
147 No 61122005
148 No 60925005
150 No 60825002
151 No 61019006
153 No 60808009
155 No 51116006
156 No 61201001
160 No 61107001
161 No 61023006
162 No 60712003
164 No 61106004
166 No 60920002
