EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of August 1, 2007
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. 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 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, dated as of August 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital
Markets, Inc. as master servicer no. 1 (in such capacity, "Master Servicer No.
1" and, also a "Master Servicer"), Xxxxx Fargo Bank, National Association as
master servicer no. 2 ("Master Servicer No. 2" and, also a "Master Servicer"),
Midland Loan Services, Inc. as special servicer (in such capacity, the "Special
Servicer") and LaSalle Bank National Association as trustee (in such capacity,
the "Trustee") and custodian (in such capacity, the "Custodian"). Capitalized
terms used but not defined herein (including the schedules attached hereto) have
the respective meanings set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of August 17, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), KeyBanc
Capital Markets Inc. ("KBCM"), Banc of America Securities LLC ("Banc of America
Securities"), Bear, Xxxxxxx & Co. Inc. ("BSCI", Xxxxxxx Xxxxx, Countrywide
Securities, KBCM, Banc of America Securities and BSCI, collectively, 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 Purchaser has also entered into a
Certificate Purchase Agreement, dated as of August 17, 2007 (the "Certificate
Purchase Agreement"), with Xxxxxxx Xxxxx for itself and as representative of
Countrywide Securities and KBCM (collectively, in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates.
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 $874,784,080 (the "MLML 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 MLML 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
$2,435,364,704 (subject to a variance of plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on
August 28, 2007 or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 98.47608631698830%
of the MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $4,126,901,
which amount represents the amount of interest accrued on the MLML Mortgage Loan
Balance, as agreed to by the Seller and the Purchaser. The Purchase
Consideration 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 the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), 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 (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), 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. 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 but collected 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
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Serviced Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), 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
LaSalle Bank National Association, as trustee for the registered holders
of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage
Pass-Through Certificates, Series 2007-8, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of 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
originals or copies of 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
completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through
Certificates, Series 2007-8 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage
Pass-Through Certificates, Series 2007-8, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), 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 LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-8,
Commercial Mortgage Pass-Through Certificates, Series 2007-8 (or, in the
case of a Loan Combination, in favor of LaSalle Bank National Association,
as trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, and
in its capacity as lead lender on behalf of the holder(s) of the related
Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(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 pro forma policy or 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 or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject 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 in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, as
assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank
National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through
Certificates, Series 2007-8, and in its capacity as lead lender on behalf
of the holder(s) of the related Non-Trust Loan(s)), or in blank;
(ix) an original or a copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) an original or a copy of an intercreditor agreement relating to
permitted debt of the Mortgagor and any intercreditor agreement relating
to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan;
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination, an
original or a copy of the related Loan Combination Intercreditor
Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Custodian) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Custodian following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Custodian following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
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
Custodian (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, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Custodian in connection with any such recording, filing or delivery
performed by the Custodian at the Seller's request and the fees of the
Recording/Filing Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer (which, for purposes of this Agreement, shall
be KeyCorp Real Estate Capital Markets, Inc. with respect to all of the Mortgage
Loans) in connection with its duties under the Pooling and Servicing Agreement,
and (c) are in the possession or under the control of the Seller, together with
all unapplied escrow amounts and reserve amounts in the possession or under the
control of the Seller that relate to the Mortgage Loans, shall be delivered or
caused to be delivered by the Seller to the applicable Master Servicer (or, at
the direction of the applicable Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting, legal
or other due diligence analyses, credit committee briefs or memoranda or other
internal approval documents or data or internal worksheets, memoranda,
communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the
Custodian, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage loan checklist
or a complete mortgage loan checklist shall not give rise to any liability
whatsoever on the part of the Seller to the Purchaser, the Custodian or any
other person because the delivery of the mortgage loan checklist is being
provided to the Custodian solely for its administrative convenience.
(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 corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and the Seller
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship 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).
(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 certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it 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,
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 materially and adversely affect its performance hereunder.
(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 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 certificate of incorporation, 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) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) 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 Purchase Consideration. 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.
(x) The prospectus supplement dated August 17, 2007 (the "Prospectus
Supplement"), which supplements the base prospectus dated May 10, 2007
(the "Prospectus"), contains all the information that is required to be
provided in respect of the Seller (that arise from its role as "sponsor"
(within the meaning of Regulation AB)), the Mortgage Loans, the related
Mortgagors and the related Mortgaged Properties pursuant to Regulation AB.
For purpose of this Agreement, "Regulation AB" shall mean Subpart 229.1100
- Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller discovers or receives written notice of a Document
Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of
the Pooling and Servicing Agreement, then the Seller shall, not later than 90
days from such discovery or 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 90 days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, cure such Document Defect or Breach, as the case may
be, in all material respects, which shall include payment of losses and any
Additional Trust Fund Expenses associated therewith or, if such Document Defect
or Breach (other than omissions due solely 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 (which, for the purposes of
this clause (i), shall include an REO Loan) at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement) not later than the end of such
90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such
affected Mortgage Loan (which, for purposes of this clause (ii), shall include
an REO 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 applicable Master
Servicer for deposit into its Collection Account any Substitution Shortfall
Amount in connection therewith; provided, however, that, unless the Document
Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage,
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, the Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase or substitute the related Mortgage Loan (which, for purposes of
such repurchase or substitution, shall include an REO Loan)); and 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 the
reason(s) such Document Defect or Breach is not capable of being cured within
the initial 90-day period and 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; and
provided, further, that no Document Defect (other than with respect to the
Specially Designated Mortgage Loan Documents) shall be considered to materially
and adversely affect the interests of the Certificateholders or the value of the
related Mortgage Loan unless the document with respect to which the Document
Defect exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any Mortgagor or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien or any collateral
securing the Mortgage Loan or for any immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which 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 Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans determined at the time of repurchase or substitution
based upon an appraisal obtained by the Special Servicer at the expense of the
Seller shall not be greater than the weighted average loan-to-value ratio for
all such Crossed Loans, including the affected Crossed Loan determined at the
time of repurchase or substitution based upon an appraisal obtained by the
Special Servicer at the expense of the Seller; provided, that if such debt
service coverage and loan-to-value criteria are satisfied, any other Crossed
Loan (that is not the Crossed Loan directly affected by the subject Document
Defect or Breach), shall be released from its cross-collateralization and
cross-default provision so long as such Crossed Loan (that is not the Crossed
Loan directly affected by the subject Document Defect or Breach) is held in the
Trust Fund; and provided, further, that the repurchase or replacement of less
than all such Crossed Loans and the release of any Crossed Loan from a
cross-collateralization and cross-default provision shall be further subject to
(i) the delivery by the Seller to the Trustee, at the expense of the Seller, of
an Opinion of Counsel to the effect that such release would not cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions and (ii) the consent of the
Controlling Class Representative (if one is then acting), which consent shall
not be unreasonably withheld or delayed. In the event that one or more of such
other 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 Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related Mortgagor.
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 known to the Seller, the Seller shall provide, once
every ninety days, the officer's certificate to the Trustee described above as
to the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the second and third provisos in the sole sentence of the preceding
paragraph), the Seller shall in all cases on or prior to the second anniversary
of the Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on Seller's right to cure a Document Defect or Breach as set forth in this
Section 3). The delivery of a commitment to issue a policy of lender's title
insurance as described in representation 8 set forth on Schedule I hereto 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 Custodian not later than the
180th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise 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 Loan(s) 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 consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon 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, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian
or the Trust Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(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 applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, 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 applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, 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 applicable 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 applicable 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 deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, 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.
SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants 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 Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(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 agreement 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, fraudulent
transfer, reorganization, receivership, conservatorship 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) 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 articles of incorporation or bylaws, (B)
violate any law or regulation or any administrative decree or order to which it
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, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser 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 Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) 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.
(f) 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 Consideration.
(g) 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 under the terms of this Agreement.
(h) 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 other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
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 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) 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 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 Custodian
and the applicable Master Servicer, respectively, all documents represented to
have been or required to be delivered to the Custodian and the applicable 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 and the Purchaser 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;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively, shall have been delivered;
and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of August 17, 2007,
among the Seller, Countrywide Commercial Real Estate Finance, Inc., KeyBank
National Association, the Purchaser, the Underwriters and the Initial
Purchasers. Both parties agree to use their best reasonable 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) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually and/or collectively, the "Servicing Rights
Purchase Agreement");
(b) An officer's 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 Purchasers 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, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
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) Each of: (i) the resolutions of the Seller's board of directors
or a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of Delaware not earlier than thirty (30) days prior to the Closing
Date;
(e) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (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 Custodian, the Underwriters, the
Initial Purchasers and each of the Rating Agencies, together with such other
written opinions, including as to insolvency matters, as may be required by the
Rating Agencies; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. 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 of this Agreement 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 UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement 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 (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account 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 of this Agreement 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 UCC 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. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust (in formatting reasonably appropriate for inclusion in such
form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller (in its role as Sponsor), described under Item 1117 or
1119 of Regulation AB or Item 1.03 to Form 8-K to the Purchaser as soon as
reasonably practicable after the Seller becomes aware of such event and in no
event more than two business days following the occurrence of such event if such
event is reportable under Item 1.03 to Form 8-K. The obligation of the Seller to
provide the above referenced disclosure materials in any fiscal year of the
Trust will terminate upon the Trustee's filing of a Form 15 with respect to the
Trust as to that fiscal year in accordance with Section 8.16 of the Pooling and
Servicing Agreement or the reporting requirements with respect to the Trust
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), have
otherwise automatically suspended. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section 9 will be used in the
preparation of reports on Form 8-K, Form 10-D or Form 10-K with respect to the
Trust as required under the 1934 Act and any applicable rules promulgated
thereunder and as required under Regulation AB.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) and also by facsimile transmission to the intended
recipient at the "Address for Notices" specified for such party on Exhibit A
hereto, 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 received (in the case of a notice sent by mail or courier
service) or transmitted (in the case of a faxed notice), 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 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 that 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.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY 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. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. 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 that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that 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 16. 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 17. 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 (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. 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 hereto against whom such waiver
or modification is sought to be enforced. The Seller's obligations hereunder
shall in no way be expanded, changed or otherwise affected by any amendment of
or modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young 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 and the Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
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
------
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PURCHASER
---------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge
of Commercial Securitization
EXHIBIT A
Seller:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Lending, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
SCHEDULE I
Mortgage Loan Representations and Warranties
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in August 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing interest or penalties; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy, a "marked-up"
commitment binding upon the title insurer or escrow instructions binding on the
title insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy, a "marked-up" commitment binding upon the title insurer
or escrow instructions binding on the title insurer and irrevocably obligating
the title insurer to issue such title insurance policy); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any related Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs, and except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases, including, without
limitation, the right to operate the related leased property so long as no event
of default has occurred under such Mortgage Loan; and each assignor thereunder
has the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage, executed and delivered in favor of the
Trustee is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non Trust Loan with respect to any Mortgage Loan
that is part of a Loan Combination, no person other than the related Mortgagor
owns any interest in any payments due under the related leases on which the
Mortgagor is the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded in any manner, (b) neither the
related Mortgaged Property nor any material portion thereof has been released
from the lien of such Mortgage and (c) the related Mortgagor has not been
released from its obligations under such Mortgage, in whole or in material part.
With respect to each Mortgage Loan, since the later of (a) the date on which
each related Mortgage File for the related Mortgage Loan was delivered to
Anthracite Capital, Inc. or its designee for review and (b) the closing date of
such Mortgage Loan, the Seller has not executed any written instrument that (i)
impaired, satisfied, canceled, subordinated or rescinded such Mortgage Loan,
(ii) waived, modified or altered any material term of such Mortgage Loan, (iii)
released the Mortgaged Property or any material portion thereof from the lien of
the related Mortgage, or (iv) released the related Mortgagor from its
obligations under such Mortgage Loan in whole or material part. For avoidance of
doubt, the preceding sentence does not relate to any release of escrows by the
Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge based upon surveys and/or the title
insurance policy referred to in representation 8 below, as of the date hereof,
(a) none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue such title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property, each of which is secured by a separate
Mortgage, such Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no material exclusion for whether, or it affirmatively insures (unless
the related Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available) that, (a) the related Mortgaged Property
has access to a public road, and (b) the area shown on the survey, if any,
reviewed or prepared in connection with the origination of the related Mortgage
Loan is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee) and there is no obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its knowledge
it has not used, caused or permitted to exist and will not use, cause or permit
to exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its successors and assigns harmless from and
against any and all losses, liabilities, damages, injuries, penalties, fines,
out-of-pocket expenses and claims of any kind whatsoever (including attorneys'
fees and costs) paid, incurred or suffered by or asserted against, any such
party resulting from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, 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.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by
the interest of a Mortgagor as a lessee under a ground lease of all or a
material portion of a Mortgaged Property (together with any and all written
amendments and modifications thereof and any and all estoppels from or other
agreements with the ground lessor, a "Ground Lease"), but not by the related fee
interest in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly submitted for recordation; such Ground Lease permits the interest
of the lessee thereunder to be encumbered 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 material changes reflected in
written instruments which are a part of the related Mortgage File; and if
required by such Ground Lease, the lessor thereunder has received notice
of the lien of the related Mortgage in accordance with the provisions of
such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by 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 Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground
Lease has not been terminated and all amounts owed thereunder have been
paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice
of any default by the lessee to the mortgagee under such Mortgage Loan;
and such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has a term, if with extension options that are
exercisable by the lender upon its taking possession of the Mortgagor's
leasehold interest are exercised, would cause the term of such Ground
Lease to extend not less than twenty (20) years beyond the Stated Maturity
Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage
or related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee 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 the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the related Mortgaged Property
is located at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) 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 such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in
connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) subject to
available funds, a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage
Loan (which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other mortgage lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Other than any default interest or late charges,
each Mortgage Loan (other than ARD Loans after their respective Anticipated
Repayment Dates) complied with, or was exempt from, all applicable usury laws in
effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a) (16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due
inquiry consistent with the inquiry a reasonably prudent commercial mortgage
lender would conduct under similar circumstances, there exists no material
default, breach, violation or event of acceleration under the Mortgage Note or
Mortgage for any Mortgage Loan (other than payments due but not yet 30 days or
more delinquent); provided, however, that this representation and warranty does
not cover any default, breach, violation or event of acceleration that pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies or other publicly traded interests,
issuance of non-controlling new equity interests, transfers to an affiliate
meeting the requirements of the Mortgage Loan, transfers among existing direct
or indirect members, partners or shareholders in the Mortgagor, transfers among
affiliated Mortgagors with respect to cross-collateralized Mortgage Loans or
multi-property Mortgage Loans, transfers among co-Mortgagors, transfers of
worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-off Date Balance of $10,000,000 or more was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that during the term of the
Mortgage Loan it may only own and operate one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates (other than
co-obligors under the Mortgage Loan documents), and that it will not transact
business with affiliates (except to the extent required by any cash management
provisions of the related Mortgage Loan documents) except on an arm's-length
basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing of a UCC
financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. 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.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal or affiliate
of such Mortgagor or an entity controlled by a principal or affiliate of such
Mortgagor, for damages, liabilities, expenses or claims sustained in connection
with the Mortgagor's fraud, material, intentional misrepresentation, material
intentional physical waste or misappropriation of any tenant security deposits
(in some cases, only after foreclosure or an action in respect thereof), rent
(in some cases, only after an event of default), insurance proceeds or
condemnation awards. The related Mortgage Loan documents contain provisions
pursuant to which the related Mortgagor, a principal or affiliate of such
Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor,
has agreed to indemnify the mortgagee for damages resulting from violations of
any applicable environmental laws relating to hazardous material at the related
Mortgaged Property.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then 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 under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
Annex A (to Schedule I)
Exceptions to the Representations and Warranties
Representation 4
U-Haul SAC 12 & 13, The related Mortgage Loans have been closed in the
Santa Clarita Plaza, name of MERS and therefore no assignment of
Pacific Asian Plaza, mortgage needs to be recorded in the public
Solita Soho Hotel, records however, certain actions need to be taken
Federal Way Crossings to cause the related Trust to be shown as the
II, Lancaster Courtyard owner of the loans in the records of MERS.
by Marriott, 198 & 000
Xxxx Xxxxxx, CVS West
Hempstead, Walgreens
Xxxxxxxx City
Farallon Portfolio The related Mortgage Loans that will be included
in the trust are senior and subordinate loans in a
multiple loan structure comprised of 37 mortgage
loans, each of which (whether or not included in
the trust) is secured by the same mortgage
instrument and are cross defaulted with the
others.
The related Mortgagor owns approximately 143
manufactured homes (out of 57,000 pads) for which
either no lien was created or the lien may not be
perfected.
With respect to clause (e), certain states and
municipalities have adopted laws and regulations
specifically regulating the ownership and
operation of manufactured home communities which
may grant to community residents a right of first
refusal on a sale of their community by the owner
to a third-party.
With respect to clause (e), a portion of the
Portside manufactured home community is subject to
a right of first refusal in favor of a third party
that applies if such portion of such manufactured
home community (but not the entire manufactured
home community) is conveyed.
CVS Distribution Center With respect to clause (e), the ground lessee has
a first right of refusal to purchase the related
Mortgaged Property. However, such tenant has
agreed that such right shall not apply to a sale
of the related Mortgaged Property pursuant to a
foreclosure, deed in lieu of foreclosure or any
other enforcement action.
Walgreen's Xxxxxxxx City With respect to clause (e), the sole tenant has a
right of first refusal to purchase the related
Mortgaged Property pursuant to the terms of its
lease. However, such tenant has agreed that such
right shall not apply to a successor landlord in
the event of a foreclosure, deed in lieu of
foreclosure or any other enforcement action under
the related Mortgage.
CVS West Hempstead The related Mortgaged Property is encumbered by
covenants and restrictions in 1946 deeds limiting
the use of the related Mortgaged Property to a
single family home. The title insurance policy on
the related Mortgage Property insures against
monetary loss including defense cost by reason of
attempted enforcement of such restrictions and
that violation of same will not result in
forfeiture or reversion of title. Additionally,
the related Mortgage Loan becomes recourse if any
person asserts rights under such covenants and
restrictions.
Representation 5
U-Haul SAC 12 & 13, The related Mortgage Loans have been closed in the
Santa Clarita Plaza, name of MERS and therefore no assignment of
Pacific Asian Plaza, mortgage needs to be recorded in the public
Solita Soho Hotel, records however, certain actions need to be taken
Federal Way Crossings to cause the related Trust to be shown as the
II, Lancaster Courtyard owner of the loans in the records of MERS.
by Marriott, 198 & 000
Xxxx Xxxxxx, CVS West
Hempstead, Walgreens
Xxxxxxxx City
Representation 7
Farallon Portfolio Certain Mortgaged Properties located in states
where affirmative title insurance coverage for
encroachments is not available contain
improvements which encroach upon easements,
property boundaries and/or building restriction
lines or adjoin properties that contain the same
concerning such Mortgaged Properties.
SAC/U-Haul Self Storage The related Mortgaged Property known as U-Haul
Portfolio Center of North Richland Hills, Texas (UHaul No.
836042) has received a "Notice of Public Meeting"
from the Texas Department of Transportation
regarding proposed highway improvements. The
notice invited all interested parties to attend
with no indication of timing or properties that
may be affected.
Representation 8
Farallon Portfolio The related title insurance policy does not cover
any manufactured houses owned by the related
Mortgagor.
Representation 10
Farallon Portfolio The related Mortgage Loan documents do not require
the related Mortgagor to obtain and maintain
insurance coverage for acts of terrorism.
Walgreen's Xxxxxxxx City The related Mortgage Loan documents provide that
Walgreens & Co. may self-insure with respect to
the related Mortgaged Property and as such, a
separate policy of terrorism insurance is not
required.
Representation 14
Farallon Portfolio The related Mortgagor-owned manufactured homes may
be insured in an amount not less than the actual
cash value of such homes, which may be less than
the replacement value of such homes.
Seismic insurance is not required if not available
at commercially reasonable rates.
The related Mortgage Loan documents do not require
insurance to cover acts of terrorism.
The related fire and extended perils (or
equivalent) policy permits reduction in insurance
proceeds for depreciation of the related Mortgaged
Property.
Empirian Portfolio - The amount of insurance included within the
Pool Two classification of "all risk of physical loss" is
subject to a $250,000,000 per occurrence limit.
Coastal windstorm insurance must be in an amount
not less than $75,000,000 and on terms consistent
with the comprehensive all risk policy. At any
time that the Terrorism Risk Insurance Act of 2002
is not in effect, if "acts of terrorism" or "fire
following" are thereafter excluded from the all
risk policy and the related Borrower has not
obtained an endorsement to the insurance policies,
Borrower must maintain, to the extent available, a
separate policy with an insurance provider that
maintains at least an investment grade rating from
Xxxxx'x (that is "Baa3") and/or S&P (that is
"BBB") and otherwise meeting Rating Agency
criteria.
Representation 17
Farallon Portfolio Ability to restore legal non-conforming
manufactured home communities following a casualty
is in certain cases dependent on obtaining
approvals of certain governmental entities, the
timing of such restoration work or the extent of
damage to the applicable manufactured home
community.
Representation 18
Farallon Portfolio One of the related Mortgaged properties with an
allocated loan amount of $3,648,000 is ground
leased. With respect to clause:
(i): Some amendments were not recorded but a
memorandum of the original related ground lease
and the related estoppel have been recorded.
(iii): The related ground lease is further
assignable to commercially reasonably capitalized
entities.
(xi): The related ground lease does not provide
that any such action without such consent is not
binding on such mortgagee, its successors and
assigns.
Representation 21
Empirian Portfolio - The related Mortgagee, Arbor Commercial Funding,
Pool Two LLC, has a preferred equity investment of up to
$70,000,000 in the related Mortgage Loan. The
preferred equity is subordinate to the related
senior lender.
198 & 000 Xxxx Xxxxxx The related Mortgage Loan has a preferred equity
piece totaling $1,600,000 provided by RCG Longview
II, L.P. The right of payment on the preferred
equity is paid out of net cash flow which is after
payment of all amounts due to the related senior
lender and related property operating expenses.
Representation 23
Farallon Portfolio The related Mortgage Loans that will be included
in the trust are senior and subordinate loans in a
multiple loan structure comprised of 37 mortgage
loans, each of which (whether or not included in
the trust) is secured by the same mortgage
instrument and are cross defaulted with the
others.
Casino Self Storage There is a junior lien on the related Mortgaged
Property pursuant to a certain 2003 Settlement
Agreement resulting from an agreement between the
Borrower and the City of Moorpark, California for
the Borrower to obtain a zoning variance in
exchange for payment. Under the related Settlement
Agreement, the City agreed to a certain zoning
classification and the related Borrower agreed to
pay the City $1,200,000 in installments over a
period of 14 years. The related Borrower's
obligation to pay the City is secured by a deed of
trust which is junior to any permanent financing
pursuant to a subordination agreement in favor of
any permanent lender. The outstanding balance on
the deed of trust is $960,000.
Representation 00
Xxxxxxx Xxx Crossings - The related Mortgagor, will provide a certificate
Phase II of occupancy for the tenant spaces to be occupied
(McDonald's, Winestyles and Blue Island Sushi)
post-closing upon each of the tenants taking
occupancy of their respective tenant spaces at the
related Mortgaged Property. With respect to such
certificates of occupancy, a reserve fund was
established at closing until such time as the
related tenant delivered an estoppel certificate
indicating that each tenant is in occupancy, open
for business and paying full unabated rent
together with confirmation that the certificate of
occupancy has been issued.
Representation 27
Farallon Portfolio The related Mortgage Loans that will be included
in the trust are senior and subordinate loans in a
multiple loan structure comprised of 37 mortgage
loans, each of which (whether or not included in
the trust) is secured by the same mortgage
instrument and are cross defaulted with the
others.
Representation 31
Farallon Portfolio As part of the multiple loan structure, there is a
floating rate non-trust loan.
Representation 32
Farallon Portfolio The related Seller's consultant inspected 100 of
the manufactured home communities out of 274
manufactured home communities constituting a
portion of the collateral for the related Mortgage
Loan.
Representation 34
Farallon Portfolio, The Each of the related Mortgage Loans have permitted
Haven, Pacific Asian transfers to a pre-approved person, types xx
Xxxxx, Xxxxxxx Xxx persons or categories of persons meeting the
Crossings II, CVS West requirements set forth in Section 6 of each of the
Hempstead related Mortgage Loan Documents.
Representation 35
Farallon Portfolio The following properties owned by the related
Mortgagor are not part of the related Mortgaged
Property: (i) mineral rights, if any, (ii)
leasehold interest in a certain lake and related
amenities at Cypress Shores manufactured home
community, (iii) leasehold interest in land leased
from municipal airport at Cypress Shores
manufactured home community that affects up to ten
(10) home-sites, (iv) three (3) leased home-sites
for manufactured homes at Sunnyside manufactured
home community, and (v) 30 manufactured homes
owned by the related Mortgagor at various
manufactured home communities.
Courtyard by Marriot - The related Borrower is not a single purpose
Lancaster entity.
Representation 43
Farallon Portfolio The recourse liability to the related Mortgagor
covers only actual loss, costs, liability, damage
or expense (including, without limitation,
reasonable attorneys' fees and disbursements)
arising out of only the following: (i) any
intentional fraud or willful misrepresentation
contained in any of the related Mortgage Loan
documents or reports furnished directly or
indirectly by the related Mortgagor or any of
Mortgagor's affiliates pursuant to any related
Mortgage Loan document or in the origination of
the loan; (ii) intentional misapplication or
intentional misappropriation of funds (including
loss proceeds or certain rents), security
deposits, payments received from credit card
companies and any other funds due the related
Lender under the related Mortgage Loan documents
in contravention of such Mortgage Loan documents;
(iii) damage to the related Mortgaged Property
resulting from intentional acts of the related
Mortgagor; (iv) any material breach of certain SPE
provisions of the related Mortgage Loan agreement;
(v) any material and intentional breach of a
representation relating to financing information
provided to the related Lender; or (vi) the
failure to pay certain impositions assessed
against the related Mortgaged Property to the
extent there were sufficient funds available to
pay and the related Lender allows the related
Mortgagor to apply the same, or the failure to pay
and discharge any mechanic's or materialman's
liens against the related Mortgaged Property,
where required pursuant to the related Mortgage
Loan agreement, to the extent there were
sufficient funds available to pay and discharge
and the related Lender allows the related
Mortgagor to apply the same.
Capital Shopping Center The provision relating to recourse to the related
Mortgagor and its principal with respect to
misrepresentation is limited to: (i) "intentional,
material misrepresentation;" (ii) "actual physical
waste;" (iii) "intentional misapplication,
misappropriation or conversion of tenant security
deposits or rents;" (iv) "intentional
misapplication, misappropriation or conversion of
insurance proceeds or awards not applied in
accordance with the terms of the related Mortgage
Loan Documents."
Courtyard by Marriot - The related Mortgage Loan does not contain
Lancaster provisions pursuant to which the related
Mortgagor, a principal or affiliate of such
related Mortgagor or an entity controlled by a
principal or affiliate of such related Mortgagor,
has agreed to indemnify the related Mortgagee for
damages resulting from violations of any
applicable environmental laws relating to
hazardous material at the related Mortgaged
Property.
Representation 53
Empirian Portfolio - The Loan was originated by Arbor Commercial
Pool Two Mortgage, LLC and concurrently with closing, the
related Mortgage Loan and all related Loan
Documents were assigned to Xxxxxxx Xxxxx Mortgage
Lending, Inc.
Annex B (to Schedule I)
Mortgaged Properties as to Which the Only Environmental Investigations Conducted
in Connection with the Origination of the Related Mortgage Loan Were With
Respect to Asbestos-Containing Materials and Lead-Based Paint.
(Representation 12)
None.
Annex C (to Schedule I)
Mortgage Loans Covered By Secured Creditor
Environmental Insurance Policies
(Representations 12 and 49)
None.
SCHEDULE II
Mortgage Loan Schedule
Property
Loan # Loan Group Property Name Loan / Property Originator Type
------- ---------- ------------------------------------- --------------- ---------- --------------------
1 2 Empirian Multifamily Portfolio Pool 2 Loan MLML Multifamily
1.01 2 Centre Lake III Property MLML Multifamily
1.02 0 Xxxxxx Xxx Property MLML Multifamily
1.03 2 Jupiter Cove I Property MLML Multifamily
1.04 2 Thymewood I Property MLML Multifamily
1.05 2 Bel Aire Property MLML Multifamily
1.06 2 Redan Village Property MLML Multifamily
1.07 2 Dogwood Xxxx Property MLML Multifamily
1.08 2 Rivers End Property MLML Multifamily
1.09 2 Astorwood Property MLML Multifamily
1.1 2 Palm Place Property MLML Multifamily
1.11 2 Pine Barrens Property MLML Multifamily
1.12 2 Ridgewood - Indiana Property MLML Multifamily
1.13 2 Summit Center Property MLML Multifamily
1.14 2 Parkwood Village Property MLML Multifamily
1.15 2 Valleyfield - Georgia Property MLML Multifamily
1.16 2 Clearview Property MLML Multifamily
1.17 2 Apple Ridge Property MLML Multifamily
1.18 2 Xxxxxxxx Court Property MLML Multifamily
1.19 2 Cedarwood Property MLML Multifamily
1.2 2 Amberwood Property MLML Multifamily
1.21 2 Shadetree Property MLML Multifamily
1.22 2 Heathmoore - Indianapolis Property MLML Multifamily
1.23 2 Harvest Grove Property MLML Multifamily
1.24 2 Ridgewood - Ohio Property MLML Multifamily
1.25 2 The Xxxxxxx - Ohio Property MLML Multifamily
1.26 2 Amhurst Property MLML Multifamily
1.27 2 Waterbury - Michigan Property MLML Multifamily
1.28 2 Pine Xxxxxxx I Property MLML Multifamily
1.29 2 Elmtree Park Property MLML Multifamily
1.3 2 Sherbrook Property MLML Multifamily
1.31 2 Heronwood Property MLML Multifamily
1.32 2 Windrush (FL) Property MLML Multifamily
1.33 2 Willowood Property MLML Multifamily
1.34 2 Valleyfield - Pennsylvania Property MLML Multifamily
1.35 2 Bridgepoint I Property MLML Multifamily
1.36 2 Willow Lakes Property MLML Multifamily
1.37 2 Shadow Trace Property MLML Multifamily
1.38 2 Xxxxx Pines Property MLML Multifamily
1.39 2 Hillcrest Villas Property MLML Multifamily
1.4 2 Greentree Property MLML Multifamily
1.41 2 Waterbury - Ohio Property MLML Multifamily
1.42 2 Forsythia Court Property MLML Multifamily
1.43 2 Greenglen Property MLML Multifamily
1.44 2 Meadowood - Ohio Property MLML Multifamily
1.45 2 Oakwood Village Property MLML Multifamily
1.46 2 Deerwood Property MLML Multifamily
1.47 2 Spring Gate Property MLML Multifamily
1.48 2 Woodcrest I Property MLML Multifamily
1.49 2 Iris Xxxx Property MLML Multifamily
1.5 2 Lakeshore I Property MLML Multifamily
1.51 2 Ashgrove Property MLML Multifamily
1.52 2 Stillwater Property MLML Multifamily
1.53 2 Springbrook Property MLML Multifamily
1.54 2 Heathmoore - Evansville Property MLML Multifamily
1.55 2 Lindendale Property MLML Multifamily
1.56 0 Xxxxxxx Xxxxxx Property MLML Multifamily
1.57 2 Silver Forest Property MLML Multifamily
1.58 2 Charing Cross Property MLML Multifamily
1.59 2 Hatcherway Property MLML Multifamily
1.6 2 Stonehenge Property MLML Multifamily
1.61 2 Waterbury - Georgia Property MLML Multifamily
1.62 2 Longwood Property MLML Multifamily
1.63 2 Woodbine Property MLML Multifamily
1.64 2 Mulberry Property MLML Multifamily
1.65 2 Cedargate - Kentucky Property MLML Multifamily
1.66 2 Willow Run Property MLML Multifamily
1.67 2 Cedargate - Indiana Property MLML Multifamily
1.68 2 Hillside Manor Property MLML Multifamily
1.69 0 Xxxxxxxxx Xxxxx Property MLML Multifamily
1.7 2 Northwood Property MLML Multifamily
1.71 2 Slate Run Property MLML Multifamily
1.72 2 Parkville Property MLML Multifamily
1.73 2 Xxxxxxxx Property MLML Multifamily
2 2 Farallon Portfolio Loan MLML Manufactured Housing
2 2 Farallon Portfolio Loan MLML Manufactured Housing
2 2 Farallon Portfolio Loan MLML Manufactured Housing
2.001 2 Portside Property MLML Manufactured Housing
2.002 2 Shadow Hills Property MLML Manufactured Housing
2.003 2 CV-Jacksonville Property MLML Manufactured Housing
2.004 2 Western Hills Property MLML Manufactured Housing
2.005 2 Siesta Lago Property MLML Manufactured Housing
2.006 2 Hunter Ridge Property MLML Manufactured Housing
2.007 2 Camelot Property MLML Manufactured Housing
2.008 2 Wikiup Property MLML Manufactured Housing
2.009 2 Harmony Road Property MLML Manufactured Housing
2.01 2 Lamplighter Village Property MLML Manufactured Housing
2.011 2 Chalet North Property MLML Manufactured Housing
2.012 0 Xxxxxxx Xxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
2.013 2 Shadowood Property MLML Manufactured Housing
2.014 2 Southwind Village Property MLML Manufactured Housing
2.015 2 The Xxxxxxx Property MLML Manufactured Housing
2.016 2 Landmark Village Property MLML Manufactured Housing
2.017 2 Crescentwood Village Property MLML Manufactured Housing
2.018 2 Stone Mountain Property MLML Manufactured Housing
2.019 2 Casual Estates Property MLML Manufactured Housing
2.02 2 Village North Property MLML Manufactured Housing
2.021 0 Xxxxxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
2.022 2 Riverdale (Colonial Coach) Property MLML Manufactured Housing
2.023 2 Foxhall Village Property MLML Manufactured Housing
2.024 2 New Twin Lakes Property MLML Manufactured Housing
2.025 2 Xxxxxx Crossing Property MLML Manufactured Housing
2.026 2 Saddlebrook Property MLML Manufactured Housing
2.027 2 Xxxxxxxx Estates Property MLML Manufactured Housing
2.028 2 Mountainside Estates Property MLML Manufactured Housing
2.029 2 Castlewood Estates Property MLML Manufactured Housing
2.03 2 Green Spring Valley Property MLML Manufactured Housing
2.031 2 Villa West (UT) Property MLML Manufactured Housing
2.032 2 Villa West (CO) Property MLML Manufactured Housing
2.033 2 Torrey Hills Property MLML Manufactured Housing
2.034 2 Springdale Lake Property MLML Manufactured Housing
2.035 2 Brookside Village - TX Property MLML Manufactured Housing
2.036 2 Columbia Heights Property MLML Manufactured Housing
2.037 2 Encantada Property MLML Manufactured Housing
2.038 2 Woodlands of Kennesaw Property MLML Manufactured Housing
2.039 2 Lakeview Estates Property MLML Manufactured Housing
2.04 2 Oakwood Forest Property MLML Manufactured Housing
2.041 2 Broadmore Property MLML Manufactured Housing
2.042 2 Oak Park Village (FL) Property MLML Manufactured Housing
2.043 2 Xxxxx Winds Property MLML Manufactured Housing
2.044 2 Evergreen Village - IA Property MLML Manufactured Housing
2.045 2 Xxxxxx Village Property MLML Manufactured Housing
2.046 2 Riverside (UT) Property MLML Manufactured Housing
2.047 2 Easy Living Property MLML Manufactured Housing
2.048 2 Southfork Property MLML Manufactured Housing
2.049 2 Cloverleaf Property MLML Manufactured Housing
2.05 2 Golden Valley Property MLML Manufactured Housing
2.051 2 Riverdale Property MLML Manufactured Housing
2.052 2 Friendly Village - GA Property MLML Manufactured Housing
2.053 2 Smoke Creek Property MLML Manufactured Housing
2.054 2 Xxxxxx Village Property MLML Manufactured Housing
2.055 2 Valley View - Danboro Property MLML Manufactured Housing
2.056 2 Colonial Gardens Property MLML Manufactured Housing
2.057 2 Evergreen Village - UT Property MLML Manufactured Housing
2.058 2 Summit Oaks Property MLML Manufactured Housing
2.059 2 Stoneybrook Property MLML Manufactured Housing
2.06 2 Pedaler's Pond Property MLML Manufactured Housing
2.061 2 Burntwood Property MLML Manufactured Housing
2.062 2 Country Club Crossing Property MLML Manufactured Housing
2.063 2 Sunset Vista Property MLML Manufactured Housing
2.064 2 Spring Valley Village Property MLML Manufactured Housing
2.065 0 Xxxxx Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing
2.066 2 Mallard Lake Property MLML Manufactured Housing
2.067 2 Sundown Property MLML Manufactured Housing
2.068 2 Stony Brook North Property MLML Manufactured Housing
2.069 2 Twin Pines Property MLML Manufactured Housing
2.07 2 Inspiration Valley Property MLML Manufactured Housing
2.071 2 Highland Acres Property MLML Manufactured Housing
2.072 2 Oak Ridge Property MLML Manufactured Housing
2.073 2 Washington Mobile Estates Property MLML Manufactured Housing
2.074 2 River Oaks Property MLML Manufactured Housing
2.075 2 Siouxland Estates Property MLML Manufactured Housing
2.076 2 Brookside Property MLML Manufactured Housing
2.077 2 Eagle Ridge Property MLML Manufactured Housing
2.078 2 Cedar Xxxxx Property MLML Manufactured Housing
2.079 2 Marnelle Property MLML Manufactured Housing
2.08 2 Maple Manor Property MLML Manufactured Housing
2.081 2 Arlington Lakeside Property MLML Manufactured Housing
2.082 2 Royal Crest Property MLML Manufactured Housing
2.083 2 Forest Creek Property MLML Manufactured Housing
2.084 2 Four Seasons Property MLML Manufactured Housing
2.085 2 Cottonwood Grove Property MLML Manufactured Housing
2.086 2 Highland Property MLML Manufactured Housing
2.087 2 Valley Verde Property MLML Manufactured Housing
2.088 2 Chalet City Property MLML Manufactured Housing
2.089 2 Southridge Estates Property MLML Manufactured Housing
2.09 2 Ridgewood Estates Property MLML Manufactured Housing
2.091 2 Creekside Property MLML Manufactured Housing
2.092 2 Eastview Property MLML Manufactured Housing
2.093 2 Viking Villa Property MLML Manufactured Housing
2.094 2 Lakewood Estates Property MLML Manufactured Housing
2.095 2 Terrace Heights Property MLML Manufactured Housing
2.096 2 Falcon Farms Property MLML Manufactured Housing
2.097 2 Forest Park Property MLML Manufactured Housing
2.098 2 Quail Run Property MLML Manufactured Housing
2.099 2 Sheridan Property MLML Manufactured Housing
2.1 2 Huguenot Estates Property MLML Manufactured Housing
2.101 2 Countryside (CO) Property MLML Manufactured Housing
2.102 2 Silver Creek Property MLML Manufactured Housing
2.103 2 Havenwood Property MLML Manufactured Housing
2.104 2 Northland Property MLML Manufactured Housing
2.105 2 Xxxxx Trace Property MLML Manufactured Housing
2.106 2 Overpass Point MHC Property MLML Manufactured Housing
2.107 2 Enchanted Village Property MLML Manufactured Housing
2.108 2 Seascape Property MLML Manufactured Housing
2.109 2 Golden Triangle Property MLML Manufactured Housing
2.11 2 Meadowood Property MLML Manufactured Housing
2.111 2 Meadowbrook Property MLML Manufactured Housing
2.112 2 Tallview Terrace Property MLML Manufactured Housing
2.113 2 Western Mobile Estates Property MLML Manufactured Housing
2.114 2 Whitney Property MLML Manufactured Housing
2.115 2 Five Seasons Davenport Property MLML Manufactured Housing
2.116 2 Valley View - Honey Brook Property MLML Manufactured Housing
2.117 2 Village Park Property MLML Manufactured Housing
2.118 2 Countryside Village (TN) Property MLML Manufactured Housing
2.119 2 Mobile Gardens Property MLML Manufactured Housing
2.12 0 Xxxxxxxx Xxxxx Xxxx Xxxxxxxx XXXX Manufactured Housing
2.121 2 Mission Estates Property MLML Manufactured Housing
2.122 2 Loveland Property MLML Manufactured Housing
2.123 2 Meadow Xxxx Property MLML Manufactured Housing
2.124 2 Shiloh Pines Property MLML Manufactured Housing
2.125 2 Rolling Hills Property MLML Manufactured Housing
2.126 2 Deerpointe Property MLML Manufactured Housing
2.127 2 Cypress Shores Property MLML Manufactured Housing
2.128 2 Oasis Property MLML Manufactured Housing
2.129 2 Tanglewood Property MLML Manufactured Housing
2.13 2 Villa Property MLML Manufactured Housing
2.131 2 Castle Acres Property MLML Manufactured Housing
2.132 2 Dynamic Property MLML Manufactured Housing
2.133 2 Big Country Property MLML Manufactured Housing
2.134 0 Xxxxxxxx Xxxxx Xxxxxxx Property MLML Manufactured Housing
2.135 2 Northern Hills Property MLML Manufactured Housing
2.136 2 Sunny Acres Property MLML Manufactured Housing
2.137 2 Lakewood - TX Property MLML Manufactured Housing
2.138 2 Westlake Property MLML Manufactured Housing
2.139 2 Mesquite Xxxxxxx Property MLML Manufactured Housing
2.14 2 Cedar Terrace Property MLML Manufactured Housing
2.141 2 Xxxxxxx Manor Property MLML Manufactured Housing
2.142 2 Country Club Manor Property MLML Manufactured Housing
2.143 2 Suburban Estates Property MLML Manufactured Housing
2.144 2 Deerhurst Property MLML Manufactured Housing
2.145 2 Aledo Property MLML Manufactured Housing
2.146 2 President's Park Property MLML Manufactured Housing
2.147 2 Woodlake Property MLML Manufactured Housing
2.148 2 Silver Leaf Property MLML Manufactured Housing
2.149 2 Dynamic II Property MLML Manufactured Housing
2.15 0 Xxxxxxxx Xxxxxx Property MLML Manufactured Housing
2.151 2 Twin Oaks Property MLML Manufactured Housing
2.152 2 Washingtonville Manor Property MLML Manufactured Housing
2.153 2 Brookside Village -PA Property MLML Manufactured Housing
2.154 2 Westview Property MLML Manufactured Housing
2.155 2 Sunset Country Property MLML Manufactured Housing
2.156 2 Westmoor Property MLML Manufactured Housing
2.157 2 The Towneship at Xxxxxxx Property MLML Manufactured Housing
2.158 2 Eagle Creek Property MLML Manufactured Housing
2.159 2 Mesquite Ridge Property MLML Manufactured Housing
2.16 2 Oak Park Village (TX) Property MLML Manufactured Housing
2.161 2 Plantation Estates Property MLML Manufactured Housing
2.162 2 Xxxxxxxxx Property MLML Manufactured Housing
2.163 2 Shady Hills Property MLML Manufactured Housing
2.164 2 Cimmaron Village Property MLML Manufactured Housing
2.165 2 Birchwood Farms Property MLML Manufactured Housing
2.166 2 Xxxxxxx Crossing Property MLML Manufactured Housing
2.167 2 Pleasant Grove (CO) Property MLML Manufactured Housing
2.168 2 Willow Creek Estates Property MLML Manufactured Housing
2.169 2 Bluebonnet Estates Property MLML Manufactured Housing
2.17 0 Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing
2.171 2 Hampton Acres Property MLML Manufactured Housing
2.172 2 Meridian Sooner Property MLML Manufactured Housing
2.173 2 Mesquite Green Property MLML Manufactured Housing
2.174 2 El Lago Property MLML Manufactured Housing
2.175 2 Moosic Heights Property MLML Manufactured Housing
2.176 2 Golden Rule Property MLML Manufactured Housing
2.177 2 Amber Village Property MLML Manufactured Housing
2.178 2 Riverchase Property MLML Manufactured Housing
2.179 2 Hidden Hills Property MLML Manufactured Housing
2.18 2 The Woodlands Property MLML Manufactured Housing
2.181 2 Blue Valley Property MLML Manufactured Housing
2.182 2 Autumn Forest Property MLML Manufactured Housing
2.183 2 Valley View - Ephrata Property MLML Manufactured Housing
2.184 2 Cowboy Property MLML Manufactured Housing
2.185 2 Lakeside - GA Property MLML Manufactured Housing
2.186 2 Sunnyside Property MLML Manufactured Housing
2.187 2 Trailmont Property MLML Manufactured Housing
2.188 2 Timberland Property MLML Manufactured Housing
2.189 2 Xxxxxx Falls Property MLML Manufactured Housing
2.19 2 Terrace Property MLML Manufactured Housing
2.191 2 Lakeside - IA Property MLML Manufactured Housing
2.192 2 Siesta Manor Property MLML Manufactured Housing
2.193 0 Xxxxxxx Xxxxxxx Property MLML Manufactured Housing
2.194 2 Riverside (KS) Property MLML Manufactured Housing
2.195 2 Xxxxxxxx Creek Property MLML Manufactured Housing
2.196 2 Prairie Village Property MLML Manufactured Housing
2.197 2 Willow Terrace Property MLML Manufactured Housing
2.198 2 Countryside (KS) Property MLML Manufactured Housing
2.199 2 Highview Property MLML Manufactured Housing
2.2 2 Green Valley Village Property MLML Manufactured Housing
2.201 2 Crestview - OK Property MLML Manufactured Housing
2.202 2 Shady Lane Property MLML Manufactured Housing
2.203 2 Western Park Property MLML Manufactured Housing
2.204 2 Xxxxxxxxxx Village Property MLML Manufactured Housing
2.205 2 Xxxxxxxxxx Village Property MLML Manufactured Housing
2.206 2 The Pines Property MLML Manufactured Housing
2.207 0 Xxxxxxxxx (Xxxxxxx Xxxxxxx) Property MLML Manufactured Housing
2.208 2 Park Plaza Property MLML Manufactured Housing
2.209 2 Belaire Property MLML Manufactured Housing
2.21 2 Pine Hills Property MLML Manufactured Housing
2.211 2 Commerce Heights Property MLML Manufactured Housing
2.212 2 Oak Xxxx Property MLML Manufactured Housing
2.213 2 Creekside Estates Property MLML Manufactured Housing
2.214 2 Xxxxxxxx @ Creekside Property MLML Manufactured Housing
2.215 2 Xxxxxx Xxxxx Property MLML Manufactured Housing
2.216 2 Brittany Place Property MLML Manufactured Housing
2.217 2 Shady Creek Property MLML Manufactured Housing
2.218 2 Xxxxxx Xxxx Property MLML Manufactured Housing
2.219 2 Willow Springs Property MLML Manufactured Housing
2.22 2 Seamist Property MLML Manufactured Housing
2.221 0 Xxxxxxxx Xxxx Xxxxxxx Property MLML Manufactured Housing
2.222 2 Navajo Lake Estates Property MLML Manufactured Housing
2.223 2 Xxxxxx View MHC Property MLML Manufactured Housing
2.224 2 Carsons Property MLML Manufactured Housing
2.225 2 Rose Country Estates Property MLML Manufactured Housing
2.226 2 Redwood Village Property MLML Manufactured Housing
2.227 2 Birch Xxxxxxx Property MLML Manufactured Housing
2.228 2 Terrace II Property MLML Manufactured Housing
2.229 2 Englewood Village Property MLML Manufactured Housing
2.23 2 Eastern Villa Property MLML Manufactured Housing
2.231 2 El Xxxxxxxx Property MLML Manufactured Housing
2.232 2 Chambersburg I & II Property MLML Manufactured Housing
2.233 2 Wheel Estates Property MLML Manufactured Housing
2.234 2 Oakwood Lake Village Property MLML Manufactured Housing
2.235 2 Valley View - Ephrata II Property MLML Manufactured Housing
2.236 2 Oak Grove Property MLML Manufactured Housing
2.237 2 Cedar Creek, KS Property MLML Manufactured Housing
2.238 0 Xxxxxxxx / Xxxxxxxxx Property MLML Manufactured Housing
2.239 2 Xxxxx Manor MHC Property MLML Manufactured Housing
2.24 2 Hidden Oaks Property MLML Manufactured Housing
2.241 2 Plainview Property MLML Manufactured Housing
2.242 2 Rockview Heights Property MLML Manufactured Housing
2.243 2 West Cloud Commons Property MLML Manufactured Housing
2.244 2 Xxxxxxx Estates Property MLML Manufactured Housing
2.245 2 Sunset Village Property MLML Manufactured Housing
2.246 2 Countryside (OK) Property MLML Manufactured Housing
2.247 2 Chelsea Property MLML Manufactured Housing
2.248 2 Xxxxxxx Courts Property MLML Manufactured Housing
2.249 2 El Lago II Property MLML Manufactured Housing
2.25 2 Xxxx Acres Property MLML Manufactured Housing
2.251 2 Shadow Mountain Property MLML Manufactured Housing
2.252 2 Pine Haven MHP Property MLML Manufactured Housing
2.253 2 Collingwood MHP Property MLML Manufactured Housing
2.254 2 Mountaintop Property MLML Manufactured Housing
2.255 2 Whispering Hills Property MLML Manufactured Housing
2.256 2 Mulberry Heights Property MLML Manufactured Housing
2.257 2 Zoppe's Property MLML Manufactured Housing
2.258 2 Shawnee Hills Property MLML Manufactured Housing
2.259 2 Pleasant Grove (NC) Property MLML Manufactured Housing
2.26 0 Xxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
2.261 2 Monroe Valley Property MLML Manufactured Housing
2.262 2 El Dorado Property MLML Manufactured Housing
2.263 2 Crestview - PA Property MLML Manufactured Housing
2.264 2 Sherwood Acres Property MLML Manufactured Housing
2.265 2 Xxxx Ranch Property MLML Manufactured Housing
2.266 2 Glenview Property MLML Manufactured Housing
2.267 2 Xxxxx Hollow Property MLML Manufactured Housing
2.268 2 Audora Property MLML Manufactured Housing
2.269 2 Green Acres Property MLML Manufactured Housing
2.27 2 Sunset 77 Property MLML Manufactured Housing
2.271 2 Hidden Acres Property MLML Manufactured Housing
2.272 2 Park X'Xxxxxxx Property MLML Manufactured Housing
2.273 2 Sleepy Hollow Property MLML Manufactured Housing
2.274 0 Xxxxxxxx Xxxxxx Property MLML Manufactured Housing
5 1 U-Haul SAC 12 & 13 Loan MLML Self Storage
5.01 1 U-Haul Center Hayden Road Property MLML Self Storage
5.02 1 U-Haul Ctr Broward Property MLML Self Storage
5.03 1 U-Haul Ctr Covina Property MLML Self Storage
5.04 1 U-Haul Center Old Natl Hwy Property MLML Self Storage
5.05 1 U-Haul Center Of Vacaville Property MLML Self Storage
5.06 1 U-Haul Of Hyannis Property MLML Self Storage
5.07 1 U-Haul Ct Of Tigard Property MLML Self Storage
5.08 0 X-Xxxx Xxx Xx X Xxxxxxxx Xxxxx Property MLML Self Storage
5.09 1 U-Haul Ctr Tulane Property MLML Self Storage
5.1 1 U-Haul Xxxxx Blvd Property MLML Self Storage
5.11 1 U-Haul Center Goldenrod Property MLML Self Storage
5.12 1 U-Haul Storage Worcester Property MLML Self Storage
5.13 1 U-Haul Mechanicsburg Property MLML Self Storage
5.14 1 U-Haul Center Grissom Road Property MLML Self Storage
5.15 1 U-Haul Xxxxxxx Road Property MLML Self Storage
5.16 1 U-Haul Ctr Savannah Property MLML Self Storage
5.17 1 U-Haul Center I-10 West Property MLML Self Storage
16 2 The Haven Apartments Loan MLML Multifamily
24 1 Capitol Shopping Center Loan MLML Retail
25 1 Santa Clarita Plaza Loan MLML Retail
29 1 CVS Distribution Facility Loan MLML Industrial
30 1 Pacific Asian Plaza Loan MLML Retail
35 1 Bridgeway Tech Center I Loan MLML Office
36 1 Solita Soho Hotel Loan MLML Hospitality
50 1 Xxxxxx & Xxxxxxx Building Loan MLML Mixed Use
51 1 Lancaster Courtyard by Marriott Loan MLML Hospitality
60 1 Federal Way Crossings II Loan MLML Retail
61 1 Casino Self Storage - Moorpark Loan MLML Self Storage
62 1 El Pueblito Shopping Center Loan MLML Retail
63 1 Xxxxxxx'x Creek Crossing Loan MLML Retail
76 1 198 & 000 Xxxx Xxxxxx Loan MLML Office
125 1 Walgreens Xxxxxxxx City Loan MLML Retail
126 1 CVS West Hempstead Loan MLML Retail
127 1 0000 Xxxx Xxxxx Xxxxxx Loan MLML Retail
133 1 Creekstone Village Shopping Center Loan MLML Retail
Cut-Off Date
Loan # Street Address City County State Zip Code Balance ($)
------- ----------------------------------- -------------------- ------------- ------- -------- ------------
1 Various Various Various Various Various 335,000,000
1.01 00000 Xxxxxxxxx 0xx Xxxxxx Xxxxx Xxxxx-Xxxx XX 00000 17,200,000
1.02 00000 Xxxxxxxxx 00xx Xxxxxxx Xxxxxx Xxxxx Xxxxx-Xxxx XX 00000 17,170,000
1.03 17825-18985 Xxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxx XX 00000 12,800,000
1.04 00000 XX 00xx Xxxxxx Xxxxxxx Xxxxx-Xxxx XX 00000 11,400,000
1.05 00000 XX 000xx Xxxxxx Xxxxxx Xxx Xxxxx-Xxxx XX 00000 8,680,000
1.06 0000 Xxxxx Xxxx Xxxxxxx XxXxxx XX 00000 7,200,000
1.07 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 6,676,000
1.08 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 6,410,000
1.09 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 6,390,000
1.1 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 6,240,000
1.11 00000 Xxxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 6,160,000
1.12 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000 5,840,000
1.13 0000 Xxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 5,760,000
1.14 0000 Xxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 5,760,000
1.15 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx XxXxxx XX 00000 5,700,000
1.16 000-X Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 5,700,000
1.17 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx XX 00000 5,600,000
1.18 000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5,480,000
1.19 000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 5,400,000
1.2 0000 X Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 5,360,000
1.21 0000 Xxxxxxxxx Xxx Xxxx Xxxxxxx Xxxx Xxxxx XX 00000 5,200,000
1.22 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 5,200,000
1.23 0000 Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 5,190,000
1.24 0000 Xxxxxx Xxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 5,100,000
1.25 000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxx XX 00000 4,660,000
1.26 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 4,520,000
1.27 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxx XX 00000 4,400,000
1.28 00000 Xxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxx XX 00000 4,380,000
1.29 00000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 4,240,000
1.3 000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 4,240,000
1.31 00000 Xxxxxxxxx Xxxx XX Xxxx Xxxxx Xxx XX 00000 4,190,000
1.32 00000 Xxxxxxxx Xxxxx Xxxx Xxxxx Xxx XX 00000 4,150,000
1.33 0000 Xxxxx Xxxx Xxxxxxx Xxxxx XX 00000 4,050,000
1.34 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxx XX 00000 4,000,000
1.35 0000 Xxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 3,980,000
1.36 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxxxx XX 00000 3,970,000
1.37 000 Xxxxx Xxxxxxx Xxxxx Xxxxxxxx XxXxxx XX 00000 3,840,000
1.38 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxx Xxxx XX 00000 3,770,000
1.39 000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000 3,730,000
1.4 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 3,600,000
1.41 0000 Xx.Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 3,560,000
1.42 0000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 3,470,000
1.43 000 Xxxx Xxxx Xxx Xxxxxx Xxxxxxxxxx XX 00000 3,410,000
1.44 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 3,320,000
1.45 000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 3,280,000
1.46 000 Xx. Xxxxx Xxxx Xxxxxx Xxxx XX 00000 3,270,000
1.47 0000 Xxxxxx Xxxx Xxxxx Xxxxxx Xxxx Xxx XX 00000 3,269,000
1.48 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 3,230,000
1.49 000 Xxxx Xxxx Xxxxx XX Xxxxxxx Xxxxxxxx XX 00000 3,200,000
1.5 0000 Xxxxxxxxx Xxxxx Xx. Xxxxxxxxxx Xxxxxxx XX 00000 3,160,000
1.51 0 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XX 00000 3,100,000
1.52 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 3,010,000
1.53 000 Xxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 3,000,000
1.54 0000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000 2,960,000
1.55 0000 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 2,920,000
1.56 000 Xxxxx Xxxxxxxxx-Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 2,800,000
1.57 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxx Xxxxxx XX 00000 2,745,000
1.58 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxx Xxxx XX 00000 2,730,000
1.59 000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxx XX 00000 2,700,000
1.6 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 2,680,000
1.61 0000 Xxxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 2,640,000
1.62 000 Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 2,620,000
1.63 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxx XX 00000 2,600,000
1.64 0000 Xxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 2,550,000
1.65 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 2,440,000
1.66 000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 2,380,000
1.67 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxx Xx Xxxxx XX 00000 2,260,000
1.68 000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000 2,240,000
1.69 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000 2,230,000
1.7 00000 XX 00xx Xxxxx Xxxxxxxxx Xxxxxx XX 00000 2,160,000
1.71 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 2,160,000
1.72 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 1,940,000
1.73 00 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 1,630,000
2 Various Various Various Various Various 250,000,000
2 Various Various Various Various Various 200,000,000
2 Various Various Various Various Various 50,000,000
2.001 00000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 6,448,746
2.002 0000 Xxxxxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 4,623,294
2.003 00000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 4,316,090
2.004 00000 XX 0xx Xxxxx Xxxxx Xxxxxxx XX 00000 3,810,854
2.005 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 3,650,904
2.006 000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 3,541,733
2.007 000 Xxxxx Xxxxxxx 00 Xxxxx Xxxx Xxxx Xxxxx XX 00000 3,399,556
2.008 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 3,121,549
2.009 0000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 3,068,232
2.01 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000 2,895,589
2.011 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 2,768,645
2.012 5100 South 0000 Xxxx Xxxx Xxxx Xxxx Xxxx Xxxx XX 00000 2,654,395
2.013 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 2,611,235
2.014 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 2,552,840
2.015 00000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 2,458,902
2.016 000 Xxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000 2,342,114
2.017 00000 Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx Xxxx XX 00000 2,160,584
2.018 000 Xxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 2,031,101
2.019 0000 Xxxxx Xxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 1,981,593
2.02 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000 1,967,629
2.021 0000 Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 1,956,204
2.022 0000 Xxxxxxx 00 Xxxxxxxxx Xxxxxxx XX 00000 1,938,432
2.023 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 1,853,380
2.024 00 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 1,847,033
2.025 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000 1,838,147
2.026 0000 Xxxx Xxxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,796,255
2.027 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxxx XX 00000 1,774,992
2.028 00000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 1,675,659
2.029 000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxx Xxxx XX 00000 1,662,964
2.03 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 1,635,036
2.031 0000 Xxxxx 0000 Xxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000 1,600,762
2.032 0000 X Xxxxxx Xxxxxxx Xxxx XX 00000 1,579,181
2.033 0000 Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 1,575,373
2.034 0 Xxxxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 1,552,523
2.035 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,509,362
2.036 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 1,495,398
2.037 0000 Xxxxxx Xxxxx Xxx Xxxxxx Xxxx Xxx XX 00000 1,487,782
2.038 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxx XX 00000 1,487,782
2.039 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx XX 00000 1,483,973
2.04 0000 X XX Xxxxxxx 00 Xxxxxxxxxx Xxxxxxxx XX 00000 1,454,776
2.041 000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 1,453,507
2.042 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 1,447,160
2.043 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 1,444,621
2.044 0000 Xxxxxxx 00 Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 1,437,004
2.045 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 1,410,346
2.046 0000 Xxxx Xxxx Xxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 1,409,076
2.047 0000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 1,376,071
2.048 0000 Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,367,185
2.049 0000 00xx Xxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 1,348,143
2.05 0000 Xxxxxx Xxxxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 1,345,605
2.051 0000 Xxxxx 0000 Xxxx Xxxxxxxxx Xxxxx XX 00000 1,320,216
2.052 0 Xxxxxxxx Xxxx Xxxxxxxxxxxxx Xxxxxxxx XX 00000 1,307,521
2.053 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1,307,521
2.054 000 00xx Xxxxxx Xxxxxx Xxxx XX 00000 1,301,174
2.055 0000 Xxxxxx Xxxx Xxxxxxx Xxxxx XX 00000 1,301,174
2.056 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx XX 00000 1,288,480
2.057 0000 Xxxxx Xxxxxxx 00 Xxxxxxxx Xxxx Xxxxx XX 00000 1,268,169
2.058 0000 Xxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 1,263,091
2.059 000 Xxxxx 00xx Xxxxxx Xxxxxxx Xxxx XX 00000 1,247,223
2.06 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxx Xxxx XX 00000 1,221,200
2.061 0000 Xxxxx Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 1,218,661
2.062 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000 1,218,661
2.063 0000 Xxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxx XX 00000 1,217,391
2.064 00 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 1,216,122
2.065 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 1,211,044
2.066 0000 Xxxxxxx 000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 1,211,044
2.067 0000 Xxxx 000 Xxxxx Xxxxxxxxxx Xxxxx XX 00000 1,205,966
2.068 0000 Xxxxx Xxxxx Xxxxx Xxxxxxx Xxxx XX 00000 1,195,811
2.069 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 1,194,541
2.07 0000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 1,192,003
2.071 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 1,190,733
2.072 0000 Xxxxxx Xxxx 00 Xxxxxxx Xxxxxxx XX 00000 1,188,194
2.073 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 1,180,578
2.074 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 1,178,039
2.075 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 1,175,500
2.076 0000 Xxxxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000 1,158,997
2.077 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 1,136,147
2.078 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxx XX 00000 1,129,800
2.079 0000 Xxxxxxx 00 Xxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 1,129,800
2.08 00 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 1,127,261
2.081 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 1,108,220
2.082 0000 Xxxx Xxxxx Xxxx Xxx Xxxxxx Xxx Xxxxxx XX 00000 1,100,603
2.083 000 Xxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 1,100,603
2.084 000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 1,094,256
2.085 0000 00xx Xxxxxx Xxxxx Xxxxxx XX 00000 1,079,023
2.086 0000 Xxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 1,066,328
2.087 0000 Xxxx Xxxxxx Xxx Xxxxxx Xxxx Xxx XX 00000 1,054,903
2.088 000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 1,053,634
2.089 000 X. Xxxxxx Xxxx Xxxx Xxx 000 Xxx Xxxxxx Xxxx XX 00000 1,046,017
2.09 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 1,026,976
2.091 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 1,025,706
2.092 000 Xx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 1,025,706
2.093 000 Xxxx 000 Xxxxx Xxxxx Xxxxx XX 00000 1,005,395
2.094 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 993,335
2.095 0000 Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 992,066
2.096 0000 000xx Xxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxx XX 00000 985,084
2.097 000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 977,467
2.098 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000 963,504
2.099 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 960,965
2.1 00-0 Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 959,695
2.101 0000 0xx Xxxxxx Xxxxxxx Xxxx XX 00000 944,462
2.102 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 928,594
2.103 000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000 911,457
2.104 00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxx XX 00000 903,840
2.105 0000 Xxxxxxx Xxxxx Xxx Xxxxxx Xxxx XX 00000 896,223
2.106 00 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 896,223
2.107 000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 889,559
2.108 0000 Xxx Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 882,260
2.109 000 Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 877,182
2.11 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 875,912
2.111 00000 Xxxx Xxxxxxx 00 Xxxxxx Xxxxxx XX 00000 868,296
2.112 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 867,026
2.113 0000 Xxxx Xxxxxxx Xxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 865,757
2.114 0000 XX 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 860,679
2.115 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 856,871
2.116 0 Xxxx Xxxx Xxxxx Xxxxx Xxxxxxx XX 00000 853,063
2.117 000 Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 842,907
2.118 000 Xxxxx Xxxx Xxxxxxxx Xxxxx XX 00000 833,069
2.119 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000 830,213
2.12 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 817,518
2.121 00000 Xxxxx Xxxxx Xx Xxxx Xx Xxxx XX 00000 816,249
2.122 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 812,440
2.123 000 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 807,363
2.124 0000 Xxxxxx Xxxx Xxxxx Xxxxx XX 00000 801,016
2.125 0000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 794,668
2.126 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 792,129
2.127 000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxx XX 00000 784,513
2.128 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 783,243
2.129 000 Xxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 764,202
2.13 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 762,932
2.131 0000 Xxxx XX Xxxxxxx 00 X'Xxxxxx Xxxxx Xxxxx XX 00000 755,316
2.132 0000 Xxxxxxx Xxxxx XxXxxx Xxxxxx XX 00000 754,046
2.133 0000 Xxxxx Xxxxxxx Xxx Xxxxxxxx Xxxxxxx XX 00000 751,507
2.134 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 746,430
2.135 0000 X. Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 741,352
2.136 000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 732,466
2.137 0000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 724,849
2.138 0000 XX 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 721,041
2.139 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 721,041
2.14 0000 Xxxxxxxx Xxxxx XX Xxxxx Xxxxxx Xxxx XX 00000 715,963
2.141 000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 710,885
2.142 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxxxxxx XX 00000 700,730
2.143 00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000 694,383
2.144 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 684,227
2.145 000 Xxxx Xxxxx Xxxxxx Xxxxx Xxxxxx XX 00000 682,958
2.146 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 660,108
2.147 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 658,838
2.148 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 658,838
2.149 0000 Xxxx Xxxxxxxxxxx Xxxx XxXxxx Xxxxxx XX 00000 656,300
2.15 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 648,683
2.151 0000 Xxxx XxxXxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 644,875
2.152 0 Xxxx Xxxxxx Xxxxxxxxxxxxxxx Xxxxxx XX 00000 641,066
2.153 000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 634,719
2.154 0000 Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 629,641
2.155 0000 Xxx Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 623,294
2.156 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 619,486
2.157 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000 615,678
2.158 00000 XX Xxxxxxx 000 Xxxxx Xxxxx XX 00000 600,444
2.159 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 599,175
2.16 000 Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000 597,905
2.161 0000 Xxxxxxxx Xxx Xxxxxxxxxxxx Xxxxxxx XX 00000 596,636
2.162 0000 Xxxxx 0xx Xxxxxx Xxxxxxx Xxxxxx XX 00000 591,558
2.163 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 583,942
2.164 000 Xxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 582,672
2.165 0000 Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxx XX 00000 578,864
2.166 0000 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 575,056
2.167 000 Xxxx Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 568,708
2.168 000 Xxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 568,708
2.169 000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxx XX 00000 564,900
2.17 00 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000 563,631
2.171 0000 Xxxxx Xxxxxxx Xxxx XxXxxx Xxxxxx XX 00000 558,553
2.172 0000 XX 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 550,936
2.173 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 545,858
2.174 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 544,589
2.175 000 0xx Xxxxxx Xxxxx Xxxxxxx XX 00000 516,661
2.176 0000 Xxxxx XxxXxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 515,392
2.177 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 510,949
2.178 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx XX 00000 506,506
2.179 Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 498,889
2.18 0000 X. Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 497,620
2.181 000 Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 493,811
2.182 0000 Xxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 486,195
2.183 00 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 484,925
2.184 000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 483,656
2.185 0000 Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 469,692
2.186 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 456,998
2.187 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxxxx XX 00000 451,920
2.188 00000 XX 00xx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 449,381
2.189 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 448,112
2.19 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 444,303
2.191 00000 000xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 444,303
2.192 00 Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000 441,130
2.193 0000 X. 00xx Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 439,226
2.194 000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 435,417
2.195 000 Xxxx 00xx Xxxxxx X Xxxx Xxxx Xxxxxxxx XX 00000 429,070
2.196 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 427,801
2.197 0000 Xxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 426,055
2.198 0000 Xxxxxxxxxxx Xxxx Xxxx Xxxxx XX 00000 425,262
2.199 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx XX 00000 423,992
2.2 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 423,992
2.201 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000 408,759
2.202 0000 Xxxxxxx 0 Xxxxxxxx Xxxx Xxxxx XX 00000 397,334
2.203 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 392,256
2.204 0000 Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 389,718
2.205 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 387,179
2.206 0000 Xxx 00 Xxxxxx Xxxxxxxxxx XX 00000 387,179
2.207 000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 380,831
2.208 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000 378,293
2.209 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 377,023
2.21 000 Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 370,676
2.211 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 366,868
2.212 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 364,329
2.213 000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000 355,443
2.214 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 351,634
2.215 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 346,557
2.216 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 326,246
2.217 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 321,168
2.218 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 318,629
2.219 0000 Xxx Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 311,330
2.22 000 X Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 311,012
2.221 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 300,857
2.222 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 298,318
2.223 0000 Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 297,049
2.224 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 291,971
2.225 0000 XXX Xxxx 000 Xxxxx Xxxxx XX 00000 289,432
2.226 1735 West 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 275,468
2.227 000 Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 274,199
2.228 000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 267,851
2.229 0000 XxXxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 264,043
2.23 000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx XX 00000 261,504
2.231 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 255,157
2.232 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 242,463
2.233 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000 239,924
2.234 00 Xxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx XX 00000 233,577
2.235 00 Xxxxxx Xxxx Xxxxxxx Xxxxxxxxx XX 00000 233,577
2.236 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 231,038
2.237 000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 228,499
2.238 000 Xxxxxxxx Xxxxxxxxxx Xxxxx XX 00000 220,882
2.239 00 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 220,882
2.24 0000 Xxxx Xxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 218,819
2.241 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 218,343
2.242 000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 217,074
2.243 0000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 213,266
2.244 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 211,996
2.245 0000 Xxx Xxxxxxx Xxxx Xxxx Xxxxxxxxxxx Xxxxx XX 00000 210,727
2.246 0000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxx XX 00000 210,727
2.247 000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000 210,727
2.248 0 Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 210,727
2.249 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 204,221
2.25 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 203,110
2.251 1601 EFM 0000 Xxxxxxx Xxxxxxx XX 00000 201,841
2.252 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 201,206
2.253 000 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000 194,065
2.254 00 Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 190,416
2.255 000 Xxxx 0xx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxxx XX 00000 185,338
2.256 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 184,386
2.257 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 170,105
2.258 0000 XX 00xx Xxxxxx Xxxxxx Xxxxxxx XX 00000 166,296
2.259 0000 Xxxxxxx-Xxxxxxxx Xxxx Xxxxxx-Xxxxxx Xxxx XX 00000 159,949
2.26 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 138,369
2.261 00 Xxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 135,830
2.262 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 124,405
2.263 Xxxxxxx Xxxxxx Xxxx & Xxxxx 000 Xxxxxx Xxxxxxxx XX 00000 121,866
2.264 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 115,519
2.265 0000 Xxxxxxxxxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 112,980
2.266 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxx XX 00000 106,633
2.267 000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxx XX 00000 85,052
2.268 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 67,280
2.269 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 62,202
2.27 000 Xxxxx XX Xxxxxxx 00 Xxxxxxxx Xxxxxx XX 00000 60,933
2.271 0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 59,029
2.272 000 Xxxxx 0 Xxxxxxxxxx Xxxxxxxx XX 00000 58,394
2.273 0000 Xxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 52,047
2.274 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 24,119
5 Various Various Various Various Various 74,934,080
5.01 00000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 8,359,646
5.02 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000 6,925,907
5.03 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 6,869,956
5.04 0000 Xxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxx XX 00000 5,371,275
5.05 0000 Xxxx Xxxxx Xxxxx Xxx Xxxxxxxxx Xxxxxx XX 00000 4,986,613
5.06 000 Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx XX 0000 4,800,777
5.07 00000 Xx Xxxxxxx Xxx Xxxxxx Xxxxxxxxxx XX 00000 4,654,905
5.08 0000 Xxxxxxxxx Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx XX 00000 4,388,140
5.09 0000 Xxxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxx XX 00000 4,196,309
5.1 0000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000 3,915,555
5.11 000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 3,427,984
5.12 000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 0000 3,409,001
5.13 0000 Xxx Xxxxxxxxxx Xxxxxxxxxxxxx Xxxxxxxxxx XX 00000 3,212,174
5.14 0000 Xxxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000 3,170,211
5.15 000 Xxxx Xxxxxxx Xxxx Xx Xxxxx Xxxxxx XX 00000 3,057,310
5.16 0000 Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 2,622,693
5.17 00000 Xxx Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000 1,565,623
16 0000 Xxxxxxxx Xxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000 23,000,000
24 000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 19,600,000
25 26811-26896 Bouquet Canyon Road Santa Clarita Xxx Xxxxxxx XX 00000 19,500,000
29 000 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxxxxxxxx XX 00000 18,700,000
30 0000 Xxxxxx Xxxxxxxx Xxxx Xxx Xxxxx Xxxxx XX 00000 18,350,000
35 0000 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 15,200,000
36 000 Xxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000 15,000,000
50 0000-0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000 12,000,000
51 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 12,000,000
60 SWC South 000 Xxxxxx & XX 000 Xxxxxxx Xxx Xxxx XX 00000 10,500,000
61 000 Xxxx Xxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 10,500,000
62 000 Xxxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxxxxxx XX 00000 10,000,000
63 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx XX 00000 10,000,000
00 000 & 000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxxx XX 0000 7,150,000
125 000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 3,500,000
126 000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxx XX 00000 3,400,000
127 0000 Xxxx Xxxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 3,400,000
133 00000 Xxxxxxx 00 Xxxxxxxxx Xx. Xxxxxxx XX 00000 3,050,000
Original Monthly P&I Debt Annual P&I Debt Interest Primary Master Trustee and
Loan # Balance ($) Service ($) Service ($) Rate % Servicing Fee Servicing Fee Paying Agent Fee
------- ----------- ---------------- --------------- -------- ------------- ------------- ----------------
1 335,000,000 1,972,347.73 23,668,172.76 5.8315 0.010 0.010 0.00085
1.01 17,200,000
1.02 17,170,000
1.03 12,800,000
1.04 11,400,000
1.05 8,680,000
1.06 7,200,000
1.07 6,676,000
1.08 6,410,000
1.09 6,390,000
1.1 6,240,000
1.11 6,160,000
1.12 5,840,000
1.13 5,760,000
1.14 5,760,000
1.15 5,700,000
1.16 5,700,000
1.17 5,600,000
1.18 5,480,000
1.19 5,400,000
1.2 5,360,000
1.21 5,200,000
1.22 5,200,000
1.23 5,190,000
1.24 5,100,000
1.25 4,660,000
1.26 4,520,000
1.27 4,400,000
1.28 4,380,000
1.29 4,240,000
1.3 4,240,000
1.31 4,190,000
1.32 4,150,000
1.33 4,050,000
1.34 4,000,000
1.35 3,980,000
1.36 3,970,000
1.37 3,840,000
1.38 3,770,000
1.39 3,730,000
1.4 3,600,000
1.41 3,560,000
1.42 3,470,000
1.43 3,410,000
1.44 3,320,000
1.45 3,280,000
1.46 3,270,000
1.47 3,269,000
1.48 3,230,000
1.49 3,200,000
1.5 3,160,000
1.51 3,100,000
1.52 3,010,000
1.53 3,000,000
1.54 2,960,000
1.55 2,920,000
1.56 2,800,000
1.57 2,745,000
1.58 2,730,000
1.59 2,700,000
1.6 2,680,000
1.61 2,640,000
1.62 2,620,000
1.63 2,600,000
1.64 2,550,000
1.65 2,440,000
1.66 2,380,000
1.67 2,260,000
1.68 2,240,000
1.69 2,230,000
1.7 2,160,000
1.71 2,160,000
1.72 1,940,000
1.73 1,630,000
2 250,000,000 1,379,082.91 16,548,994.92 6.5111 0.010 0.010 0.00085
2 200,000,000 1,105,218.33 13,262,619.96 6.5226 0.010 0.010 0.00085
2 50,000,000 273,864.58 3,286,374.96 6.4650 0.010 0.010 0.00085
2.001 6,448,746
2.002 4,623,294
2.003 4,316,090
2.004 3,810,854
2.005 3,650,904
2.006 3,541,733
2.007 3,399,556
2.008 3,121,549
2.009 3,068,232
2.01 2,895,589
2.011 2,768,645
2.012 2,654,395
2.013 2,611,235
2.014 2,552,840
2.015 2,458,902
2.016 2,342,114
2.017 2,160,584
2.018 2,031,101
2.019 1,981,593
2.02 1,967,629
2.021 1,956,204
2.022 1,938,432
2.023 1,853,380
2.024 1,847,033
2.025 1,838,147
2.026 1,796,255
2.027 1,774,992
2.028 1,675,659
2.029 1,662,964
2.03 1,635,036
2.031 1,600,762
2.032 1,579,181
2.033 1,575,373
2.034 1,552,523
2.035 1,509,362
2.036 1,495,398
2.037 1,487,782
2.038 1,487,782
2.039 1,483,973
2.04 1,454,776
2.041 1,453,507
2.042 1,447,160
2.043 1,444,621
2.044 1,437,004
2.045 1,410,346
2.046 1,409,076
2.047 1,376,071
2.048 1,367,185
2.049 1,348,143
2.05 1,345,605
2.051 1,320,216
2.052 1,307,521
2.053 1,307,521
2.054 1,301,174
2.055 1,301,174
2.056 1,288,480
2.057 1,268,169
2.058 1,263,091
2.059 1,247,223
2.06 1,221,200
2.061 1,218,661
2.062 1,218,661
2.063 1,217,391
2.064 1,216,122
2.065 1,211,044
2.066 1,211,044
2.067 1,205,966
2.068 1,195,811
2.069 1,194,541
2.07 1,192,003
2.071 1,190,733
2.072 1,188,194
2.073 1,180,578
2.074 1,178,039
2.075 1,175,500
2.076 1,158,997
2.077 1,136,147
2.078 1,129,800
2.079 1,129,800
2.08 1,127,261
2.081 1,108,220
2.082 1,100,603
2.083 1,100,603
2.084 1,094,256
2.085 1,079,023
2.086 1,066,328
2.087 1,054,903
2.088 1,053,634
2.089 1,046,017
2.09 1,026,976
2.091 1,025,706
2.092 1,025,706
2.093 1,005,395
2.094 993,335
2.095 992,066
2.096 985,084
2.097 977,467
2.098 963,504
2.099 960,965
2.1 959,695
2.101 944,462
2.102 928,594
2.103 911,457
2.104 903,840
2.105 896,223
2.106 896,223
2.107 889,559
2.108 882,260
2.109 877,182
2.11 875,912
2.111 868,296
2.112 867,026
2.113 865,757
2.114 860,679
2.115 856,871
2.116 853,063
2.117 842,907
2.118 833,069
2.119 830,213
2.12 817,518
2.121 816,249
2.122 812,440
2.123 807,363
2.124 801,016
2.125 794,668
2.126 792,129
2.127 784,513
2.128 783,243
2.129 764,202
2.13 762,932
2.131 755,316
2.132 754,046
2.133 751,507
2.134 746,430
2.135 741,352
2.136 732,466
2.137 724,849
2.138 721,041
2.139 721,041
2.14 715,963
2.141 710,885
2.142 700,730
2.143 694,383
2.144 684,227
2.145 682,958
2.146 660,108
2.147 658,838
2.148 658,838
2.149 656,300
2.15 648,683
2.151 644,875
2.152 641,066
2.153 634,719
2.154 629,641
2.155 623,294
2.156 619,486
2.157 615,678
2.158 600,444
2.159 599,175
2.16 597,905
2.161 596,636
2.162 591,558
2.163 583,942
2.164 582,672
2.165 578,864
2.166 575,056
2.167 568,708
2.168 568,708
2.169 564,900
2.17 563,631
2.171 558,553
2.172 550,936
2.173 545,858
2.174 544,589
2.175 516,661
2.176 515,392
2.177 510,949
2.178 506,506
2.179 498,889
2.18 497,620
2.181 493,811
2.182 486,195
2.183 484,925
2.184 483,656
2.185 469,692
2.186 456,998
2.187 451,920
2.188 449,381
2.189 448,112
2.19 444,303
2.191 444,303
2.192 441,130
2.193 439,226
2.194 435,417
2.195 429,070
2.196 427,801
2.197 426,055
2.198 425,262
2.199 423,992
2.2 423,992
2.201 408,759
2.202 397,334
2.203 392,256
2.204 389,718
2.205 387,179
2.206 387,179
2.207 380,831
2.208 378,293
2.209 377,023
2.21 370,676
2.211 366,868
2.212 364,329
2.213 355,443
2.214 351,634
2.215 346,557
2.216 326,246
2.217 321,168
2.218 318,629
2.219 311,330
2.22 311,012
2.221 300,857
2.222 298,318
2.223 297,049
2.224 291,971
2.225 289,432
2.226 275,468
2.227 274,199
2.228 267,851
2.229 264,043
2.23 261,504
2.231 255,157
2.232 242,463
2.233 239,924
2.234 233,577
2.235 233,577
2.236 231,038
2.237 228,499
2.238 220,882
2.239 220,882
2.24 218,819
2.241 218,343
2.242 217,074
2.243 213,266
2.244 211,996
2.245 210,727
2.246 210,727
2.247 210,727
2.248 210,727
2.249 204,221
2.25 203,110
2.251 201,841
2.252 201,206
2.253 194,065
2.254 190,416
2.255 185,338
2.256 184,386
2.257 170,105
2.258 166,296
2.259 159,949
2.26 138,369
2.261 135,830
2.262 124,405
2.263 121,866
2.264 115,519
2.265 112,980
2.266 106,633
2.267 85,052
2.268 67,280
2.269 62,202
2.27 60,933
2.271 59,029
2.272 58,394
2.273 52,047
2.274 24,119
5 75,000,000 438,823.78 5,265,885.36 5.7740 0.010 0.010 0.00085
5.01 8,367,000
5.02 6,932,000
5.03 6,876,000
5.04 5,376,000
5.05 4,991,000
5.06 4,805,000
5.07 4,659,000
5.08 4,392,000
5.09 4,200,000
5.1 3,919,000
5.11 3,431,000
5.12 3,412,000
5.13 3,215,000
5.14 3,173,000
5.15 3,060,000
5.16 2,625,000
5.17 1,567,000
16 23,000,000 110,739.57 1,328,874.84 5.6830 0.010 0.00085
24 19,600,000 96,710.76 1,160,529.12 5.8240 0.010 0.010 0.00085
25 19,500,000 106,129.83 1,273,557.96 6.4240 0.010 0.010 0.00085
29 18,700,000 97,672.44 1,172,069.28 6.1650 0.010 0.010 0.00085
30 18,350,000 102,996.00 1,235,952.00 5.8670 0.010 0.010 0.00085
35 15,200,000 89,949.22 1,079,390.64 6.3190 0.010 0.00085
36 15,000,000 94,731.30 1,136,775.60 6.4920 0.010 0.010 0.00085
50 12,000,000 80,844.99 970,139.88 6.4760 0.010 0.010 0.00085
51 12,000,000 75,493.38 905,920.56 6.4550 0.010 0.010 0.00085
60 10,500,000 65,375.91 784,510.92 6.3560 0.010 0.010 0.00085
61 10,500,000 67,587.12 811,045.44 6.6760 0.010 0.010 0.00085
62 10,000,000 62,871.77 754,461.24 6.4490 0.010 0.010 0.00085
63 10,000,000 58,135.13 697,621.56 5.7150 0.010 0.00085
76 7,150,000 44,676.87 536,122.44 6.3900 0.010 0.010 0.00085
125 3,500,000 20,774.04 249,288.48 6.3450 0.010 0.010 0.00085
126 3,400,000 16,960.71 203,528.52 5.8880 0.010 0.010 0.00085
127 3,400,000 21,752.59 261,031.08 6.6170 0.010 0.010 0.00085
133 3,050,000 18,539.96 222,479.52 6.5540 0.010 0.010 0.00085
Net
Sub Servicin Admin. Mortgage
Loan # Fee Rate Fee % Rate %
------- ------------ ------- -------- ---------- ---- -- ---- ------------------- --- --- ------------- ---
1 0.02085 5.81065 Actual/360 120 8 118 6/8/2017 360 360 Fee
1.01 Fee
1.02 Fee
1.03 Fee
1.04 Fee
1.05 Fee
1.06 Fee
1.07 Fee
1.08 Fee
1.09 Fee
1.1 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
1.2 Fee
1.21 Fee
1.22 Fee
1.23 Fee
1.24 Fee
1.25 Fee
1.26 Fee
1.27 Fee
1.28 Fee
1.29 Fee
1.3 Fee
1.31 Fee
1.32 Fee
1.33 Fee
1.34 Fee
1.35 Fee
1.36 Fee
1.37 Fee
1.38 Fee
1.39 Fee
1.4 Fee
1.41 Fee
1.42 Fee
1.43 Fee
1.44 Fee
1.45 Fee
1.46 Fee
1.47 Fee
1.48 Fee
1.49 Fee
1.5 Fee
1.51 Fee
1.52 Fee
1.53 Fee
1.54 Fee
1.55 Fee
1.56 Fee
1.57 Fee
1.58 Fee
1.59 Fee
1.6 Fee
1.61 Fee
1.62 Fee
1.63 Fee
1.64 Fee
1.65 Fee
1.66 Fee
1.67 Fee
1.68 Fee
1.69 Fee
1.7 Fee
1.71 Fee
1.72 Fee
1.73 Fee
2 0.02085 6.49023 Actual/360 91.2 1 91.2 8/1/2014 - 8/1/2017 0 0 Fee/Leasehold
2 0.02085 6.50175 Actual/360 84 1 84 8/1/2014 0 0 Fee/Leasehold
2 0.02085 6.44415 Actual/360 120 1 120 8/1/2017 0 0 Fee/Leasehold
2.001 Fee
2.002 Fee
2.003 Fee
2.004 Fee
2.005 Fee
2.006 Fee
2.007 Fee
2.008 Fee
2.009 Fee
2.01 Fee
2.011 Fee
2.012 Fee
2.013 Fee
2.014 Fee
2.015 Fee
2.016 Fee
2.017 Fee
2.018 Fee
2.019 Fee
2.02 Fee
2.021 Fee
2.022 Fee
2.023 Fee
2.024 Fee
2.025 Fee
2.026 Fee
2.027 Fee
2.028 Fee
2.029 Fee
2.03 Fee
2.031 Fee
2.032 Fee
2.033 Fee
2.034 Fee
2.035 Fee
2.036 Fee
2.037 Fee
2.038 Fee
2.039 Fee
2.04 Fee
2.041 Fee
2.042 Fee
2.043 Fee
2.044 Fee
2.045 Fee
2.046 Fee
2.047 Fee
2.048 Fee
2.049 Fee
2.05 Fee
2.051 Fee
2.052 Fee
2.053 Fee
2.054 Fee
2.055 Fee
2.056 Fee
2.057 Fee
2.058 Fee
2.059 Fee
2.06 Fee
2.061 Fee
2.062 Fee
2.063 Fee
2.064 Fee
2.065 Fee
2.066 Fee
2.067 Fee
2.068 Fee
2.069 Fee
2.07 Fee
2.071 Fee
2.072 Fee
2.073 Fee
2.074 Fee
2.075 Fee
2.076 Fee
2.077 Fee
2.078 Fee
2.079 Fee
2.08 Fee
2.081 Fee
2.082 Fee
2.083 Fee
2.084 Fee
2.085 Fee
2.086 Fee
2.087 Fee
2.088 Fee
2.089 Fee
2.09 Fee
2.091 Fee
2.092 Fee
2.093 Fee
2.094 Fee
2.095 Fee
2.096 Fee
2.097 Fee
2.098 Fee
2.099 Fee
2.1 Fee
2.101 Fee
2.102 Fee
2.103 Fee
2.104 Fee
2.105 Fee
2.106 Fee
2.107 Fee
2.108 Fee
2.109 Fee
2.11 Fee
2.111 Fee
2.112 Fee
2.113 Fee
2.114 Fee
2.115 Fee
2.116 Fee
2.117 Fee
2.118 Fee
2.119 Fee
2.12 Fee
2.121 Fee
2.122 Fee
2.123 Fee
2.124 Fee
2.125 Fee
2.126 Fee
2.127 Fee
2.128 Fee
2.129 Fee
2.13 Fee
2.131 Fee
2.132 Fee
2.133 Fee
2.134 Fee
2.135 Fee
2.136 Fee
2.137 Fee
2.138 Fee
2.139 Fee
2.14 Fee
2.141 Fee
2.142 Fee
2.143 Fee
2.144 Fee
2.145 Fee
2.146 Fee
2.147 Fee
2.148 Fee
2.149 Fee
2.15 Fee
2.151 Fee
2.152 Fee
2.153 Fee
2.154 Fee
2.155 Fee
2.156 Fee
2.157 Fee
2.158 Fee
2.159 Fee
2.16 Fee
2.161 Fee
2.162 Fee
2.163 Fee
2.164 Fee
2.165 Leasehold
2.166 Fee
2.167 Fee
2.168 Fee
2.169 Fee
2.17 Fee
2.171 Fee
2.172 Fee
2.173 Fee
2.174 Fee
2.175 Fee
2.176 Fee
2.177 Fee
2.178 Fee
2.179 Fee
2.18 Fee
2.181 Fee
2.182 Fee
2.183 Fee
2.184 Fee
2.185 Fee
2.186 Fee
2.187 Fee
2.188 Fee
2.189 Fee
2.19 Fee
2.191 Fee
2.192 Fee
2.193 Fee
2.194 Fee
2.195 Fee
2.196 Fee
2.197 Fee
2.198 Fee
2.199 Fee
2.2 Fee
2.201 Fee
2.202 Fee
2.203 Fee
2.204 Fee
2.205 Fee
2.206 Fee
2.207 Fee
2.208 Fee
2.209 Fee
2.21 Fee
2.211 Fee
2.212 Fee
2.213 Fee
2.214 Fee
2.215 Fee
2.216 Fee
2.217 Fee
2.218 Fee
2.219 Fee
2.22 Fee
2.221 Fee
2.222 Fee
2.223 Fee
2.224 Fee
2.225 Fee
2.226 Fee
2.227 Fee
2.228 Fee
2.229 Fee
2.23 Fee
2.231 Fee
2.232 Fee
2.233 Fee
2.234 Fee
2.235 Fee
2.236 Fee
2.237 Fee
2.238 Fee
2.239 Fee
2.24 Fee
2.241 Fee
2.242 Fee
2.243 Fee
2.244 Fee
2.245 Fee
2.246 Fee
2.247 Fee
2.248 Fee
2.249 Fee
2.25 Fee
2.251 Fee
2.252 Fee
2.253 Fee
2.254 Fee
2.255 Fee
2.256 Fee
2.257 Fee
2.258 Fee
2.259 Fee
2.26 Fee
2.261 Fee
2.262 Fee
2.263 Fee
2.264 Fee
2.265 Fee
2.266 Fee
2.267 Fee
2.268 Fee
2.269 Fee
2.27 Fee
2.271 Fee
2.272 Fee
2.273 Fee
2.274 Fee
5 0.02085 5.75315 Actual/360 120 8 119 7/8/2017 360 359 Fee Yes
5.01 Fee
5.02 Fee
5.03 Fee
5.04 Fee
5.05 Fee
5.06 Fee
5.07 Fee
5.08 Fee
5.09 Fee
5.1 Fee
5.11 Fee
5.12 Fee
5.13 Fee
5.14 Fee
5.15 Fee
5.16 Fee
5.17 Fee
16 0.0150 0.02585 5.65715 Actual/360 120 8 120 8/8/2017 0 0 Fee
24 0.02085 5.80315 Actual/360 120 5 115 3/5/2017 0 0 Fee
25 0.02085 6.40315 Actual/360 120 8 120 8/8/2017 0 0 Fee
29 0.02085 6.14415 Actual/360 120 8 119 7/8/2017 0 0 Fee
30 0.02085 5.84615 Actual/360 120 8 119 7/8/2017 420 420 Fee
35 0.0400 0.05085 6.26815 Actual/360 120 8 120 8/8/2017 420 420 Fee
36 0.02085 6.47115 Actual/360 120 8 120 8/8/2017 360 360 Fee
50 0.02085 6.45515 Actual/360 120 8 120 8/8/2017 300 300 Fee
51 0.02085 6.43415 Actual/360 120 8 120 8/8/2017 360 360 Fee
60 0.02085 6.33515 Actual/360 120 8 120 8/8/2017 360 360 Fee
61 0.02085 6.65515 Actual/360 120 8 120 8/8/2017 360 360 Fee
62 0.02085 6.42815 Actual/360 120 8 120 8/8/2017 360 360 Fee
63 0.0800 0.09085 5.62415 Actual/360 120 8 120 8/8/2017 360 360 Fee
76 0.02085 6.36915 Actual/360 120 8 120 8/8/2017 360 360 Fee
125 0.02085 6.32415 Actual/360 120 8 120 8/8/2017 420 420 Fee
126 0.02085 5.86715 Actual/360 120 8 120 8/8/2017 0 0 Fee
127 0.02085 6.59615 Actual/360 120 8 120 8/8/2017 360 360 Fee
133 0.02085 6.53315 Actual/360 120 8 120 8/8/2017 420 420 Fee
Loan #
------- -- ---------------------------------------------------------------- -- -- ------ --
1 No Yes
1.01 No
1.02 No
1.03 No
1.04 No
1.05 No
1.06 No
1.07 No
1.08 No
1.09 No
1.1 No
1.11 No
1.12 No
1.13 No
1.14 No
1.15 No
1.16 No
1.17 No
1.18 No
1.19 No
1.2 No
1.21 No
1.22 No
1.23 No
1.24 No
1.25 No
1.26 No
1.27 No
1.28 No
1.29 No
1.3 No
1.31 No
1.32 No
1.33 No
1.34 No
1.35 No
1.36 No
1.37 No
1.38 No
1.39 No
1.4 No
1.41 No
1.42 No
1.43 No
1.44 No
1.45 No
1.46 No
1.47 No
1.48 No
1.49 No
1.5 No
1.51 No
1.52 No
1.53 No
1.54 No
1.55 No
1.56 No
1.57 No
1.58 No
1.59 No
1.6 No
1.61 No
1.62 No
1.63 No
1.64 No
1.65 No
1.66 No
1.67 No
1.68 No
1.69 No
1.7 No
1.71 No
1.72 No
1.73 Xx
0 Xx Xxx
0 Xx 0 0
0 Xx 0 0 0 0
2.001 No
2.002 No
2.003 No
2.004 No
2.005 No
2.006 No
2.007 No
2.008 No
2.009 No
2.01 No
2.011 No
2.012 No
2.013 No
2.014 No
2.015 No
2.016 No
2.017 No
2.018 No
2.019 No
2.02 No
2.021 No
2.022 No
2.023 No
2.024 No
2.025 No
2.026 No
2.027 No
2.028 No
2.029 No
2.03 No
2.031 No
2.032 No
2.033 No
2.034 No
2.035 No
2.036 No
2.037 No
2.038 No
2.039 No
2.04 No
2.041 No
2.042 No
2.043 No
2.044 No
2.045 No
2.046 No
2.047 No
2.048 No
2.049 No
2.05 No
2.051 No
2.052 No
2.053 No
2.054 No
2.055 No
2.056 No
2.057 No
2.058 No
2.059 No
2.06 No
2.061 No
2.062 No
2.063 No
2.064 No
2.065 No
2.066 No
2.067 No
2.068 No
2.069 No
2.07 No
2.071 No
2.072 No
2.073 No
2.074 No
2.075 No
2.076 No
2.077 No
2.078 No
2.079 No
2.08 No
2.081 No
2.082 No
2.083 No
2.084 No
2.085 No
2.086 No
2.087 No
2.088 No
2.089 No
2.09 No
2.091 No
2.092 No
2.093 No
2.094 No
2.095 No
2.096 No
2.097 No
2.098 No
2.099 No
2.1 No
2.101 No
2.102 No
2.103 No
2.104 No
2.105 No
2.106 No
2.107 No
2.108 No
2.109 No
2.11 No
2.111 No
2.112 No
2.113 No
2.114 No
2.115 No
2.116 No
2.117 No
2.118 No
2.119 No
2.12 No
2.121 No
2.122 No
2.123 No
2.124 No
2.125 No
2.126 No
2.127 No
2.128 No
2.129 No
2.13 No
2.131 No
2.132 No
2.133 No
2.134 No
2.135 No
2.136 No
2.137 No
2.138 No
2.139 No
2.14 No
2.141 No
2.142 No
2.143 No
2.144 No
2.145 No
2.146 No
2.147 No
2.148 No
2.149 No
2.15 No
2.151 No
2.152 No
2.153 No
2.154 No
2.155 No
2.156 No
2.157 No
2.158 No
2.159 No
2.16 No
2.161 No
2.162 No
2.163 No
2.164 No
2.165 No
2.166 No
2.167 No
2.168 No
2.169 No
2.17 No
2.171 No
2.172 No
2.173 No
2.174 No
2.175 No
2.176 No
2.177 No
2.178 No
2.179 No
2.18 No
2.181 No
2.182 No
2.183 No
2.184 No
2.185 No
2.186 No
2.187 No
2.188 No
2.189 No
2.19 No
2.191 No
2.192 No
2.193 No
2.194 No
2.195 No
2.196 No
2.197 No
2.198 No
2.199 No
2.2 No
2.201 No
2.202 No
2.203 No
2.204 No
2.205 No
2.206 No
2.207 No
2.208 No
2.209 No
2.21 No
2.211 No
2.212 No
2.213 No
2.214 No
2.215 No
2.216 No
2.217 No
2.218 No
2.219 No
2.22 No
2.221 No
2.222 No
2.223 No
2.224 No
2.225 No
2.226 No
2.227 No
2.228 No
2.229 No
2.23 No
2.231 No
2.232 No
2.233 No
2.234 No
2.235 No
2.236 No
2.237 No
2.238 No
2.239 No
2.24 No
2.241 No
2.242 No
2.243 No
2.244 No
2.245 No
2.246 No
2.247 No
2.248 No
2.249 No
2.25 No
2.251 No
2.252 No
2.253 No
2.254 No
2.255 No
2.256 No
2.257 No
2.258 No
2.259 No
2.26 No
2.261 No
2.262 No
2.263 No
2.264 No
2.265 No
2.266 No
2.267 No
2.268 No
2.269 No
2.27 No
2.271 No
2.272 No
2.273 No
2.274 No
5 Greater of Initial interest rate plus 2% or the Treasury plus 2% No Yes
5.01 No
5.02 No
5.03 No
5.04 No
5.05 No
5.06 No
5.07 No
5.08 No
5.09 No
5.1 No
5.11 No
5.12 No
5.13 No
5.14 No
5.15 No
5.16 No
5.17 Xx
00 Xx
00 Xx
00 Xx
00 Xx
30 No
35 No
36 No
50 Xx
00 Xx
00 Xx
00 Xx
00 Xx
00 No
76 No
125 No
126 No
127 No
133 No
Loan #
------- ------------------------------- --------- ------- --------- ------- --------- --------- --------- -------
1 Hard 413,533 2,661,941 1,472,067 56,563 148,958
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
2 Hard 536,646 2,238,167 6,933,000 684,275 1,370,644 238,167
2
2
2.001
2.002
2.003
2.004
2.005
2.006
2.007
2.008
2.009
2.01
2.011
2.012
2.013
2.014
2.015
2.016
2.017
2.018
2.019
2.02
2.021
2.022
2.023
2.024
2.025
2.026
2.027
2.028
2.029
2.03
2.031
2.032
2.033
2.034
2.035
2.036
2.037
2.038
2.039
2.04
2.041
2.042
2.043
2.044
2.045
2.046
2.047
2.048
2.049
2.05
2.051
2.052
2.053
2.054
2.055
2.056
2.057
2.058
2.059
2.06
2.061
2.062
2.063
2.064
2.065
2.066
2.067
2.068
2.069
2.07
2.071
2.072
2.073
2.074
2.075
2.076
2.077
2.078
2.079
2.08
2.081
2.082
2.083
2.084
2.085
2.086
2.087
2.088
2.089
2.09
2.091
2.092
2.093
2.094
2.095
2.096
2.097
2.098
2.099
2.1
2.101
2.102
2.103
2.104
2.105
2.106
2.107
2.108
2.109
2.11
2.111
2.112
2.113
2.114
2.115
2.116
2.117
2.118
2.119
2.12
2.121
2.122
2.123
2.124
2.125
2.126
2.127
2.128
2.129
2.13
2.131
2.132
2.133
2.134
2.135
2.136
2.137
2.138
2.139
2.14
2.141
2.142
2.143
2.144
2.145
2.146
2.147
2.148
2.149
2.15
2.151
2.152
2.153
2.154
2.155
2.156
2.157
2.158
2.159
2.16
2.161
2.162
2.163
2.164
2.165
2.166
2.167
2.168
2.169
2.17
2.171
2.172
2.173
2.174
2.175
2.176
2.177
2.178
2.179
2.18
2.181
2.182
2.183
2.184
2.185
2.186
2.187
2.188
2.189
2.19
2.191
2.192
2.193
2.194
2.195
2.196
2.197
2.198
2.199
2.2
2.201
2.202
2.203
2.204
2.205
2.206
2.207
2.208
2.209
2.21
2.211
2.212
2.213
2.214
2.215
2.216
2.217
2.218
2.219
2.22
2.221
2.222
2.223
2.224
2.225
2.226
2.227
2.228
2.229
2.23
2.231
2.232
2.233
2.234
2.235
2.236
2.237
2.238
2.239
2.24
2.241
2.242
2.243
2.244
2.245
2.246
2.247
2.248
2.249
2.25
2.251
2.252
2.253
2.254
2.255
2.256
2.257
2.258
2.259
2.26
2.261
2.262
2.263
2.264
2.265
2.266
2.267
2.268
2.269
2.27
2.271
2.272
2.273
2.274
5 Soft 438,400 72,110 511,000 38,804 1,005,300
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.1
5.11
5.12
5.13
5.14
5.15
5.16
5.17
16 60,000
24 Hard 1,163,370 440,103 20,500 2,624
25 650,000 250,000 109,319 32,744 1,907
29 Hard
30 13,440 21,605 971
35 None at Closing, Springing Hard
36 Hard 4,375 32,345 5,007 10,716
50 19,375 3,101 1,746
51 7,795
60 9,160 708,860 404
61 500,000 65,643 1,354 500,000 766
62 21,856 2,640
63 600,000 10,249 7,013 708,350 650
76 56,714 1,026 50,000 980
125 Hard 28,000 525
126 Hard 152
127 550,000 31,879 550,000 116
133 2,299 1,029
Loan #
------- --------- ------ ------- --------- ------- -- -- -----------------------------------
1 380,277 163,563 0 0
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
2 2,858,250 1,218,340 0 0
2 0 0
2 0 0
2.001
2.002
2.003
2.004
2.005
2.006
2.007
2.008
2.009
2.01
2.011
2.012
2.013
2.014
2.015
2.016
2.017
2.018
2.019
2.02
2.021
2.022
2.023
2.024
2.025
2.026
2.027
2.028
2.029
2.03
2.031
2.032
2.033
2.034
2.035
2.036
2.037
2.038
2.039
2.04
2.041
2.042
2.043
2.044
2.045
2.046
2.047
2.048
2.049
2.05
2.051
2.052
2.053
2.054
2.055
2.056
2.057
2.058
2.059
2.06
2.061
2.062
2.063
2.064
2.065
2.066
2.067
2.068
2.069
2.07
2.071
2.072
2.073
2.074
2.075
2.076
2.077
2.078
2.079
2.08
2.081
2.082
2.083
2.084
2.085
2.086
2.087
2.088
2.089
2.09
2.091
2.092
2.093
2.094
2.095
2.096
2.097
2.098
2.099
2.1
2.101
2.102
2.103
2.104
2.105
2.106
2.107
2.108
2.109
2.11
2.111
2.112
2.113
2.114
2.115
2.116
2.117
2.118
2.119
2.12
2.121
2.122
2.123
2.124
2.125
2.126
2.127
2.128
2.129
2.13
2.131
2.132
2.133
2.134
2.135
2.136
2.137
2.138
2.139
2.14
2.141
2.142
2.143
2.144
2.145
2.146
2.147
2.148
2.149
2.15
2.151
2.152
2.153
2.154
2.155
2.156
2.157
2.158
2.159
2.16
2.161
2.162
2.163
2.164
2.165
2.166
2.167
2.168
2.169
2.17
2.171
2.172
2.173
2.174
2.175
2.176
2.177
2.178
2.179
2.18
2.181
2.182
2.183
2.184
2.185
2.186
2.187
2.188
2.189
2.19
2.191
2.192
2.193
2.194
2.195
2.196
2.197
2.198
2.199
2.2
2.201
2.202
2.203
2.204
2.205
2.206
2.207
2.208
2.209
2.21
2.211
2.212
2.213
2.214
2.215
2.216
2.217
2.218
2.219
2.22
2.221
2.222
2.223
2.224
2.225
2.226
2.227
2.228
2.229
2.23
2.231
2.232
2.233
2.234
2.235
2.236
2.237
2.238
2.239
2.24
2.241
2.242
2.243
2.244
2.245
2.246
2.247
2.248
2.249
2.25
2.251
2.252
2.253
2.254
2.255
2.256
2.257
2.258
2.259
2.26
2.261
2.262
2.263
2.264
2.265
2.266
2.267
2.268
2.269
2.27
2.271
2.272
2.273
2.274
5 0 0
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.1
5.11
5.12
5.13
5.14
5.15
5.16
5.17
16 0 5 (once during any 12 month period)
24 9,536 343,282 22,594 2,563 3 3
25 250,000 21,864 0 0
29 0 0
30 23,333 233,330 13,440 0 0
35 7,683 276,604 14,164 536 0 0
36 16,173 5,007 0 0
50 8,731 307,327 6,882 3,101 0 0
51 250,000 0 0
60 14,533 2,000 120,000 3,002 3,053 0 0
61 9,378 1,354 0 0
62 1,767 63,600 5,464 440 0 0
63 5,125 1,002 0 0
76 1,106 11,343 1,026 0 0
125 263 0 0
126 0 0
127 4,184 900 55,000 0 0
133 996 47,804 287 1,029 0 0
