EXHIBIT 99.2
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of March 1, 2007
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, 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 March 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"),
CWCapital Asset Management LLC as special servicer (in such capacity, the
"Special Servicer"), LaSalle Bank National Association as trustee (in such
capacity, the "Trustee") and custodian (in such capacity, the "Custodian"), and
Xxxxx Fargo Bank, National Association as certificate administrator (in such
capacity, the "Certificate Administrator"). 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 March 1, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), IXIS
Securities North America Inc. ("IXIS Securities"), KeyBanc Capital Markets, a
Division of McDonald Investments Inc. ("McDonald Investments"), Banc of America
Securities LLC ("Banc of America Securities") and Bear, Xxxxxxx & Co. Inc.
("BSCI"; Xxxxxxx Xxxxx, Countrywide Securities, IXIS Securities, McDonald
Investments, 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 (such Certificates, the "Publicly-Offered
Certificates"). The Purchaser has also entered into a Certificate Purchase
Agreement, dated as of March 1, 2007 (the "Certificate Purchase Agreement"),
with Xxxxxxx Xxxxx for itself and as representative of Countrywide Securities
(together in such capacity, the "Initial Purchasers"), whereby the Purchaser
will sell to the Initial Purchasers all of the remaining Certificates (such
Certificates, the "Private 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
$1,387,144,690 (the "Countrywide 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 Countrywide 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 $4,417,019,866 (subject to a variance of
plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on
March 14, 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) 102.87700% of the
Seller Mortgage Loan Balance as of the Cut off Date, plus (ii) $3,030,192, which
amount represents the amount of interest accrued on the Seller 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 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
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 2007-5, Commercial Mortgage
Pass-Through Certificates, Series 2007-5, 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 2007-5, Commercial Mortgage Pass-Through
Certificates, Series 2007-5;
(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 2007-5,
Commercial Mortgage Pass-Through Certificates, Series 2007-5;
(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
2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, as
assignee;
(ix) an original or a copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) an original or a copy of any 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; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
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 Custodian that is referred to in clause (iv) of
the definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Custodian 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 Trustee in connection with any such recording, filing or delivery performed
by the Trustee 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 Xxxxx Fargo Bank, National Association) 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 such 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.
(g) On or before the Closing Date, the Seller shall provide to the
applicable Master Servicer, the initial data (as of the Cut-off Date or the most
recent earlier date for which such data is available) contemplated by the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
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 California and the Seller
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.
(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 if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for the Seller to perform its
duties and obligations under this Agreement, 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 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 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
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 Certificate Administrator 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.
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 the delivery by the Seller to the Certificate Administrator,
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. 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 that existed as of the Closing Date, the Seller shall provide, once every
90 days, the officer's certificate to the Certificate Administrator 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 the Seller's right to cure a Document Defect 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 Certificate
Administrator 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
Certificate Administrator, 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.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee (on whose behalf the
Certificate Administrator may act) 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 if compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for the Purchaser to perform its duties and obligations
under this Agreement 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
Deloitte & Touche LLP, in form satisfactory to the Purchaser and relating to
certain information regarding the Mortgage Loans and Certificates as set forth
in the Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of March 1, 2007,
among the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., KeyBank National
Association, IXIS Real Estate Capital Inc., Xxxxx Fargo Bank, 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 or collectively, as the case may be, "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) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that leads him/her to believe that the Specified Portions of the Free Writing
Prospectus, as of the Time of Sale or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (ii) such officer has
carefully examined the Specified Portions (as defined below) of the Prospectus
Supplement and nothing has come to his/her attention that leads him/her to
believe that the Specified Portions of the Prospectus Supplement, as of the date
of the Prospectus Supplement or as of the Closing Date, included or include any
untrue statement of a material fact relating to the Mortgage Loans or omitted or
omit to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading.
The "Specified Portions" of each Free Writing Prospectus shall
consist of Annex A-1 to such Free Writing Prospectus, entitled "Certain
Characteristics of the Mortgage Loans" (insofar as the information contained in
Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2
to such Free Writing Prospectus, entitled "Certain Statistical Information
Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-4 to the
Free Writing Prospectus, entitled "Towne Park Apartments Trust Mortgage Loan
Amortization Schedule", Annex A-5 to the Free Writing Prospectus, entitled
"10000 Business Blvd. Trust Mortgage Loan Amortization Schedule", Annex A-6 to
the Free Writing Prospectus, entitled "4010 Airpark Drive Trust Mortgage Loan
Amortization Schedule", Annex B to such Free Writing Prospectus entitled
"Certain Characteristics Regarding Multifamily Properties" (insofar as the
information contained in Annex B relates to the Mortgage Loans sold by the
Seller hereunder), Annex C to such Free Writing Prospectus, entitled
"Description of the Ten Largest Mortgage Loans or Groups of Cross-Collateralized
Mortgage Loans" (insofar as the information contained in Annex C relates to the
Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies such
Free Writing Prospectus (insofar as such CD-ROM is consistent with Annex X-0,
Xxxxx X-0 and/or Annex B), and the following sections of such Free Writing
Prospectus (only to the extent that any such information relates to the Seller
or the Mortgage Loans sold by the Seller hereunder and exclusive of any
statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Free Writing Prospectus--Relevant Parties--Sponsors/Mortgage Loan
Sellers", "Summary of Free Writing Prospectus--The Mortgage Loans and the
Mortgaged Real Properties", "Description of the Mortgage Pool" and "Transaction
Participants--The Sponsors and Mortgage Loan Sellers".
The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of
the Mortgage Loans" (insofar as the information contained in Annex A-1 relates
to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus
Supplement, entitled "Certain Statistical Information Regarding the Mortgage
Loans" (insofar as the information contained in Annex A-2 relates to the
Mortgage Loans sold by the Seller hereunder), Annex A-4 to the Prospectus
Supplement, entitled "Towne Park Apartments Trust Mortgage Loan Amortization
Schedule", Annex A-5 to the Prospectus Supplement, entitled "10000 Business
Blvd. Trust Mortgage Loan Amortization Schedule", Annex A-6 to the Prospectus
Supplement, entitled "4010 Airpark Drive Trust Mortgage Loan Amortization
Schedule", Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans and/or Groups of Cross-Collateralized Mortgage Loans"
(insofar as the information contained in Annex C relates to the Mortgage Loans
sold by the Seller hereunder), the CD-ROM which accompanies the Prospectus
Supplement (insofar as such CD-ROM is consistent with Annex X-0, Xxxxx X-0
and/or Annex B), and the following sections of the Prospectus Supplement (only
to the extent that any such information relates to the Seller or the Mortgage
Loans sold by the Seller hereunder and exclusive of any statements in such
sections that purport to describe the servicing and administration provisions of
the Pooling and Servicing Agreement and exclusive of aggregated numerical
information that includes the Other Mortgage Loans): "Summary of Prospectus
Supplement--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of
Prospectus Supplement--The Mortgage Loans and the Mortgaged Real Properties",
"Description of the Mortgage Pool" and "Transaction Participants--The Sponsors
and Mortgage Loan Sellers".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means (1) the Offering Prospectus dated
February 20, 2007, and relating to the Publicly-Offered Certificates and (2) the
Offering Prospectus dated February 26, 2007, and relating to the
Publicly-Offered Certificates;
"Memorandum" means the confidential Private Placement Memorandum
dated March 1, 2007, and relating to the Private Certificates;
"Prospectus" means the base prospectus dated March 1, 2007.
"Prospectus Supplement" means the prospectus supplement dated March
1, 2007, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means March 1, 2007, at 12:15 p.m.
(e) 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) an original or a copy of a certificate of good standing
of the Seller issued by the State of California not earlier than 30 days prior
to the Closing Date;
(f) 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 Certificate Administrator, 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
(g) 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 Fund (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, 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 (2) 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 Certificate Administrator's filing 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 meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the 1934 Act.
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) 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 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 Deloitte & Touche 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:
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: First Vice President
PURCHASER:
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President, Chief
Officer in Charge of Commercial
Mortgage Securitization
EXHIBIT A
Seller:
------
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
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 March 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) February 20, 2007 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 and duly recorded; 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 an original term, which together with
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if 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, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
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 $5,000,000 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, 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 of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, 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 of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
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 numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
ML-CFC 2007-5 Exceptions to Representations and Warranties
of the Countrywide Mortgage Loans
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loans known as EZ Self Storage-Bethesda, EZ Self
Storage-South Bowie, EZ Self Storage-Chevrolet Drive/Ellicot City, EZ Self
Storage-Beltsville, EZ Self Storage-Perring, EZ Self Storage-Laurel, EZ Self
Storage-Pasadena, EZ Self Storage-Catonsville, EZ Self Storage-Xxxxxxxxxxx, EZ
Self Storage-Xxxxxx Xxxxx, EZ Self Storage-Westminster and EZ Self
Storage-Windsor Mill, identified on Annex A-1 by ID # 55, 88, 89, 96, 128, 131,
132, 135, 140, 153, 178 and 189 have an Indemnity Deed of Trust structure. The
related borrowers under such Mortgage Loans executed and delivered the related
notes to the lender and are obligated to make payments thereunder. The related
property owners for such Mortgage Loans have guaranteed all amounts payable by
the borrowers under the related notes, which guaranties are secured by indemnity
deeds of trust in favor of the lender. With respect to the above referenced
Mortgage Loans, certain of the representations regarding the borrowers refer to
the property owners of the related Mortgaged Property as well.
Annex A-1
ID # Mortgage Loan Exception
---- ------------- ---------
Exceptions to Representation 6: Mortgage
Status; Waivers and Modifications
The Mortgage Loan documents have
been modified to allow the borrower
additional time to obtain a
certificate of occupancy and to
satisfy reporting requirements
69 Tallahassee Residence Inn related to such certificate.
The Mortgage Loan documents for
each respective loan have been
modified to create two separate
notes, an A Note and a B Note, each
secured by the Mortgaged Property.
Certain related terms have been
modified as well. The Mortgage Loan
documents for each respective loan
have also been modified to prevent
the borrower from being able to
81 00000 Xxxxxxxx Xxxxxxxxx defease the loan until two years
after securitization. The lender
82 0000 Xxxxxxx Xxxxx has waived the requirement that the
borrower maintain terrorism
insurance.
Exceptions to Representation 10: Mortgage Provisions.
Various All of the exceptions made to
representation number 14 regarding
terrorism insurance are
incorporated herein by reference as
if made herein.
Exceptions to Representation 12: Environmental Conditions.
107 Towne Park Apartments Each
tenant-in-common co-borrower and
related guarantor has several
liability for its guaranteed
obligations with respect to
environmental indemnity.
Exceptions to Representation 14: Insurance.
Various With respect to various Countrywide
Mortgage Loans, (i) for so long as
the Terrorism Risk Insurance Act of
2002 ("TRIA") is in effect
(including any extensions), the
lender is required to accept
terrorism insurance which covers
against "covered acts" as defined
by TRIA and (ii) the borrower is
required to maintain terrorism
insurance (a) to the extent such
coverage is available at
commercially reasonable rates,
and/or (b) only that amount which
may be purchased up to a specified
premium amount. In addition, in the
event of a casualty where the
borrower does not rebuild, the
insurance policies generally
provide that the proceeds will be
reduced for depreciation.
252 0000 Xxxxx Xxx. Terrorism insurance is not
000 Xxxxxxxxx Xxxxx Apts. maintained and/or is not required
283 Tutor Time Child under the related Mortgage Loan
286 00000 Xxxxxxx Xxx. documents. Windstorm insurance is
000 Xxxxxxxx Xxxxxxx not required by the related
293 Xxxxxxx Apts. Mortgage Loan documents and has not
299 156 Xxxxxx Dr. and been obtained.
000-000 Xxxx Xx.
304 Ivy Garden Apts.
303 Two Town Creek Apts.
305 Sundance Apts.
308 1497 Granite Hills Dr.
309 Kipling Medical
310 000 X. Xxxxxx Xxx
311 00 Xxxxxxxxxx Xxx
000 0000 Xxxxxxxx Xx.
315 17920 Sierra Xxxxxxx
000 0000 Xxxxxxxx Xxxxxxxxx
317 909-911 Standard St.
000 Xxxxxxxxxx Xxxxx
000 Xxxxxxxxx Apts
320 000 Xxxxx Xx.
321 0000 Xxx Xxxxxx
322 Starbucks
323 0000 Xxxxx Xxx.
324 000-000 XxXxxx Xx.
325 Ten Ten Apts.
331 0000 X. Xxxxxxxx Xxx.
329 1034 X. Xxxx St.
327 0000 X. Xxxxxxxxx Xxxxxxxxx
330 0000 X. 000xx Xx.
328 000 X. Xxxxxxxx Xxx.
326 Bayport Apts.
332 Ambercourt Apts.
333 0000 Xxxxxxxx Xxx.
81 10000 Business Boulevard The Mortgage Loan documents require
the borrower to maintain terrorism
82 0000 Xxxxxxx Xxxxx insurance coverage but the borrower
did not obtain terrorism insurance
coverage on the Mortgaged
Properties.
00 Xxxxxxxxx Xxxxxx Apartments The borrower does not have
terrorism insurance on the
Mortgaged Property. The Mortgage
Loan documents state, however, that
if the lender reasonably determines
that terrorism coverage should be
provided, the borrower is required
within ten days of written demand
by lender, to obtain such coverage.
The Mortgage Loan documents permit
the borrower to maintain insurance
coverage with companies acceptable
to lender that have a claims paying
ability of not less than BBB or its
equivalent by S&P.
The borrower has six months of
business interruption coverage. The
Mortgage Loan documents only
require six months of insurance
coverage.
66 Holiday Inn--Hollywood FL The
lender has agreed to accept future
windstorm insurance coverage with a
deductible of 5% or more, subject
to the lender's receipt of a Letter
of Credit from the borrower.
000 Xxxxxxxxx Xxxxxxxx Xxxxxx The
lender accepted the borrower's
current flood insurance coverage as
adequate. If the borrower's current
coverage is canceled, then the
borrower will be required to obtain
flood insurance coverage that
complies with the Mortgage Loan
documents.
158 Kingsgate Apartments The borrower
has current insurance deductibles
of $5,000 on property coverage,
$10,000 on windstorm coverage and
$2,500 on general liability
coverage.
000 Xxxxxxxxxx Xxxxxx Shopping The borrower is not obligated to
Center maintain insurance (including
terrorism insurance) for the
premises occupied by Kmart, a
tenant at the Mortgaged Property,
because Kmart self insures. Kmart,
however, does not self insure for
terrorism. If Kmart fails to
self-insure, then the borrower is
required to maintain terrorism
insurance coverage.
216 Kmart-Xxxxxx The Mortgage Loan documents permit
the single tenant at the Mortgaged
Property to self insure. The
tenant, however, does not self
insure for terrorism. The Mortgage
Loan is recourse to the Mortgage
Loan sponsors for any loss to
lender resulting from the lack of
terrorism insurance coverage.
229 The Xxxxx The borrower's current policy has a
$5,000 general liability
deductible.
Exceptions to Representation 18: Material Leasehold Estate
28 Capitol Hill Suites (iii) The Ground Lease does not
permit foreclosure or acceptance of
deed in lieu thereof without ground
lessor consent. Additionally,
further transfers by the lender are
not permitted without the consent
of the ground lessor.
(v) Ground Lessor notices are
effective even if such notices have
not been delivered to the lender.
(vi) The Ground Lease does not
provide the lender the opportunity
(including, where necessary,
sufficient time to gain possession
of the interest of the lessee under
such Ground Lease) to cure any
default under the Lease.
(vii) The Ground Lease does not
have an original term which extends
twenty (20) years beyond the Stated
Maturity Date or extension options
that when exercised would extend
the term more than twenty (20)
years beyond the Mortgage Loan
Stated Maturity Date.
(viii) The ground lessor is not
required to enter into a new lease
with the lender upon termination of
the Lease for any reason including
bankruptcy.
(x) The ground lessor's consent is
required for subletting except if
the sublessee is an affiliate of
the borrower or the new owner of
Capitol Hill Suites.
(xi) The Ground Lease does not
provide that it may not be amended
without the prior written consent
of lender, and that any such action
is not binding. There is no
explicit reference to Countrywide
as "mortgagee" or its successors or
assigns.
00 Xx Xxxxxx Xxxxxxx Xxxxxx (x) The Ground Lease prohibits
subletting to an acute care
hospital within Pima County,
Arizona.
56 1735 Baltimore (vii) The Ground Lease does not
have an original term (together
with extensions) that extends
twenty (20) years beyond the Stated
Maturity Date. Upon expiration of
the Ground Lease, however, the
borrower is obligated to purchase
the fee interest in the Mortgaged
Property.
Exceptions to Representation 22: Legal Proceedings
3 Hotel Gansevoort Affiliates of the borrower were
named in a litigation in 2004
related to development fees at the
mortgaged real property allegedly
owed to the plaintiff. The
borrower's affiliates were
successful in their motion for
summary judgment but the plaintiff
appealed the order, and no decision
has been rendered regarding this
appeal. The Achenbaum Family
Partnership, an indirect principal
of the borrower, provided an
indemnity to the lender for all
legal fees incurred by lender and
up to $1,500,000 in losses.
Exceptions to Representation 23: Other Mortgage Liens.
81 00000 Xxxxxxxx Xxxxxxxxx Each of the Mortgage Loans are part
of a loan combination and are
82 0000 Xxxxxxx Xxxxx cross-collateralized with related
B-note loans, which are not assets
of the Trust Fund.
000 Xxxx Xxxxx Xxxxxxxxxxx The Mortgage Loan documents permit
the borrower to incur additional
subordinate debt secured by the
Mortgaged Property subject to the
satisfaction of certain conditions
including that the aggregate
loan-to-value ("LTV") ratio does
not exceed 70%, the aggregate debt
service coverage ratio ("DSCR")
does not fall below 1.25x, the
subordinate debt holder is approved
by the lender, and lender receives
a subordination and standstill
agreement.
The Mortgage Loan documents are
silent as to whether the Mortgagor
under the Mortgage Loan is required
to pay all reasonable costs and
expenses related to any required
consent to an encumbrance.
259 Xxxxxxx Self Storage The Mortgage Loan documents permit
the borrower to incur additional
subordinate debt secured by the
Mortgaged Property subject to the
satisfaction of certain conditions
including that the aggregate LTV
ratio does not exceed 75%, the
aggregate DSCR does not fall below
1.30x, the subordinate debt holder
is approved by the lender, and
lender receives an acceptable
subordination and standstill
agreement.
323 0000 Xxxxx Xxxxxx The seller of the Mortgaged
Property provided subordinate
financing in the amount of $97,500
to the related borrower, which is
secured by the Mortgaged Property.
Exceptions to Representation 26: Licenses and Permits.
3 Hotel Gansevoort A temporary certificate of
occupancy for the current use of
the Mortgaged Property is in place.
The Mortgage Loan documents require
the borrower to maintain an
effective certificate of occupancy
at all times and to use
commercially reasonable efforts to
cause a permanent certificate of
occupancy to be issued with respect
to the Mortgaged Property. In
addition, a permit from the health
department of the City of New York
for the use and operation of the
spa located at the Mortgaged
Property has not yet been obtained.
However, the spa operator is
obligated to pay the borrower a
fixed monthly rent, regardless of
whether permits have been received.
69 Tallahassee Residence Inn The borrower is not in receipt of a
final certificate of occupancy.
Exceptions to Representation 27: Cross-Collateralization.
81 00000 Xxxxxxxx Xxxxxxxxx Each of the Mortgage Loans are part
of a loan combination and are
82 0000 Xxxxxxx Xxxxx cross-collateralized with related
B-Note loans that are outside the
Mortgage Pool.
Exceptions to Representation 28: Releases of Mortgaged Property.
6 HSA Memphis Industrial The Mortgage Loan documents permit
Portfolio the partial release of a portion of
the Mortgaged Property known as the
Knight Road parcel (which parcel
was not taken into account in loan
underwriting) provided, among other
things, the release property is
properly subdivided and is conveyed
to an entity other than the
borrower or the mezzanine borrower.
00 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX If the hotel located at the
Mortgaged Property remains closed
for a period of 90 consecutive days
for reasons other than casualty or
condemnation, the previous owner of
the Mortgaged Property has an
option to repurchase the Mortgaged
Property including the hotel
improvements for the lesser of fair
market value or loan payoff
(including yield maintenance
costs). The Mortgage Loan sponsors
have provided a recourse guaranty
covering any losses incurred by
lender arising from the exercise of
the repurchase option.
00 Xxxxxxxx Xxxxxxxx Xxxxxx The Mortgage Loan documents permit
the partial release of a proposed
portion of the Mortgaged Property
provided, among other things, the
release property is not income
producing and the loan amount does
not exceed 80% of the fair market
value of the remaining portion of
the Mortgaged Property.
000 Xxxxxxxxx Xxxxxxxx Xxxxxx The Mortgage Loan documents permit
the partial release of that portion
of the Mortgaged Property currently
occupied by a vacated church
provided, among other things, that
the remaining portion of the
Mortgaged Property complies with
all legal requirements, is a
separate tax parcel and benefits
from appurtenant easements for
continued use and operation.
146 Herbalife Center The Mortgage Loan documents permit
the release of approximately 8.90
acres of unimproved real property
(the "Option Property") provided,
among other things (a) (i) the
tenant has not exercised its
expansion option (pursuant to its
lease) because the related
"expiration term" has expired, the
tenant delivers an acceptable
estoppel acknowledging the
expiration or termination of its
expansion option and the prior
property owner has exercised its
purchase option with respect to the
Option Property, or (ii) the tenant
exercises its expansion option, and
the lease is amended to remove any
obligations with respect to the
expansion option and (b) the Option
Property is not income producing at
the time of the release.
000 Xxxxxxxxxx Xxxxxx Shopping The Mortgage Loan documents permit
Center the release of a proposed outparcel
of real property (the "Release
Property") provided, among other
things: (i) the Release Property is
conveyed to a person related to the
borrower and (ii) the Release
Property is not income producing at
the time of the release. In
addition, the lender may require as
a condition to the partial release
that the borrower provides
additional parking in equal number
to the parking spaces currently
contained in the Release Property.
Exception to Representation 31: Fixed Rate Loans
107 Towne Park Apartments The Mortgage Loan bears interest at
a "stepped" rate as follows: 5.59%
from 10/11/06 through 11/7/08;
5.64% from 11/8/08 through 11/7/10;
5.69% from 11/8/10 through 11/7/12:
5.79% from 11/8/12 through 11/7/14;
5.84% from 11/8/14 through and
including the Maturity Date.
252 0000 Xxxxx Xxx. The Mortgage Loans have a fixed
000 Xxxxxxxxx Xxxxx Apts. rate of interest through the 10th
283 Tutor Time Child year of the related loan term and
286 00000 Xxxxxxx Xxx. thereafter have floating rates
000 Xxxxxxxx Xxxxxxx based on an index specified in the
293 Xxxxxxx Apts. related note. The Mortgage Loan
299 156 Xxxxxx Dr. and 193-195 documents provide that the floating
Xxxx St. interest rate must be at least as
304 Ivy Garden Apts. high as the original fixed interest
303 Two Town Creek Apts. rate.
305 Sundance Apts.
308 1497 Granite Hills Dr.
309 Kipling Medical
310 000 X. Xxxxxx Xxx
311 00 Xxxxxxxxxx Xxx
000 0000 Xxxxxxxx Xx.
315 17920 Sierra Xxxxxxx
000 0000 Xxxxxxxx Xxxxxxxxx
317 909-911 Standard St.
000 Xxxxxxxxxx Xxxxx
000 Xxxxxxxxx Apts
320 000 Xxxxx Xx.
321 0000 Xxx Xxxxxx
322 Starbucks
323 0000 Xxxxx Xxx.
324 000-000 XxXxxx Xx.
325 Ten Ten Apts.
331 0000 X. Xxxxxxxx Xxx.
329 1034 X. Xxxx St.
327 0000 X. Xxxxxxxxx Xxxxxxxxx
0000 X. 000xx Xx.
330 000 X. Xxxxxxxx Xxx.
328 Bayport Apts.
326 Ambercourt Apts.
332 0000 Xxxxxxxx Xxx.
333
Exceptions to Representation 34: Due-on Sale.
All Countrywide Mortgage Loans The
Countrywide Mortgage Loan documents
permit, without consent of the
lender, the transfer (i) of more
than 49% of the total direct or
indirect equity interest in the
borrower or any indirect or direct
equity interest that results in a
change of control of the borrower,
or (ii) of all or substantially all
of the Mortgaged Property, in each
case, to another party (the
"Transferee Borrower"), provided
that prior to such sale or transfer
certain of the following conditions
are met: (a) the payment of a
transfer fee (in most cases) by the
borrower, (b) reasonable approval
by the lender of the identity,
experience, financial condition,
creditworthiness, single purpose
nature and bankruptcy remoteness of
the Transferee Borrower and the
replacement guarantors and
indemnitors, (c) the delivery of
acceptable documentation as may be
reasonably required by the lender
from the borrower, the Transferee
Borrower, guarantor and the
replacement guarantors and
indemnitors (including, without
limitation, assumption documents),
(d) delivery of the opinion letters
relating to such transfer
(including, without limitation,
tax, bankruptcy and REMIC opinions)
in form and substance reasonably
satisfactory to the lender in the
lender's reasonable discretion, (e)
delivery of title endorsement
acceptable to the lender and (f)
payment from the borrower of all
reasonable expenses incurred by the
lender in connection with such
transfer, including, without
limitation, the lender's reasonable
attorneys fees and expenses, all
recording fees, and all fees
payable to the Title Company for
the delivery to lender of title
endorsements. With respect to
certain of the Countrywide Mortgage
Loans, the Mortgage Loan documents
permit, without consent, transfers
(w) that result in no change in the
managerial control of the borrower,
(x) among existing principals, even
if there is a change in control,
(y) that accommodate a 1031
exchange or reverse 1031 or (z)
with respect to Mortgage Loans to
tenant-in-common borrowers,
transfers among and to additional
tenant-in-common borrowers.
In addition the Countrywide
Mortgage Loan documents generally
provide that in determining whether
the transfer of equity interests in
the borrower is a permitted
transfer not requiring the lender's
prior consent, such determination
is made by looking to transfers of
"direct or indirect", "legal or
beneficial equity interests"
(rather than solely a direct equity
transfer in the borrower resulting
in a change of control under this
Representation) and limits such
transfers to an aggregate 49%
interest that does not result in a
change of control of the borrower.
Also, the Countrywide Mortgage Loan
documents permit transfers of
non-material leases or material
leases that are approved by lender.
With respect to any borrower that
is not a single purpose entity,
such borrower and/or its direct or
indirect owners may not be
prohibited from incurring other
debt.
3 Hotel Gansevoort The co-borrower fee owner of the
Mortgaged Property (and the
landlord under the ground lease) is
permitted to transfer its interest
in the borrower to another entity
without lender consent or rating
agency confirmation, provided
certain conditions are satisfied.
6 HSA Memphis Industrial The Mortgage Loan documents permit
the transfer of 100% of Portfolio
the membership interest in Willow
Lake Tenn Mezz, LLC (one of the
mezzanine borrowers) by Xxxxxxx
Xxxxxx to Xxxx X. Xxxxxxxx.
10 Miami Airport With respect to
permitted transfers, the Mortgage
Loan documents provide that any
person that owns a direct or
indirect equity interest in the
borrower within 90 days of the date
of closing shall be deemed a
current owner.
00 Xxxxxxxx Xxxxxxxx Xxxxxx The Mortgage Loan documents permit
transfers without lender's consent
so long as control of the borrower
is retained by one or more of the
California State Teachers'
Retirement System, Xxxxx Xxxxxxx,
Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx
or Xxxxxx Xxxxxxxxx.
87 Walnut Knolls The Mortgage Loan
documents have a "deemed consent"
provision if the lender fails to
respond to a request for a transfer
within 30 days.
The Mortgage Loan documents permit,
without lender consent, (i) the
transfer of interests in GEM Realty
Fund III, LP ("Fund III"), GEM
Realty Managers III, LP ("Managers
III") or GEM Realty Capital, Inc.
to an "Approved Transferee" (as
such term is defined in the related
Mortgage Loan documents) and (ii)
transfers of up to 49% of
membership interests of a
"Restricted Party" (as such term is
defined in the related Mortgage
Loan documents), provided that in
any such transfer Fund III remains
direct or indirect managing member
of the borrower, provided, in each
instance, each of the borrower,
Fund III, and Managers III are
controlled by at least two of the
"Existing Shareholders" (as such
term is defined in the related
Mortgage Loan documents). In the
event of any transfer (whether or
not such transfer shall constitute
a "Transfer" (as defined in the
related Mortgage Loan documents)
that results in any Person or its
Affiliates (other than a GEM
Affiliate) owning in excess of 20%
of the ownership interest in a
Restricted Party, the borrower is
required to provide lender with
certain information specified in
the related loan agreement.
The Mortgage Loan documents also
permit, without lender consent: (a)
transfers to Xxxxx Xxxxxx, or an
entity controlled by Xxxxx Xxxxxx
("Xxxxxx") of a direct membership
interest in GEM IU, I, LLC ("GEM
IU") such that following such
transfer Xxxxxx shall not own more
than 10% of membership interests in
GEM IU and (b) transfers to DND
Ventures, LLC ("DND") of a direct
membership interest in GEM IU such
that following such transfer, DND
shall not own more than 2.05% of
the membership interest in GEM IU.
214 Energy Plaza The Mortgage Loan documents permit
transfers by the "GECC Limited
Partner" (as defined in the related
Mortgage Loan documents") pursuant
to the terms and conditions of the
Partnership Agreement executed by
the borrower.
For a list of Mortgage Loans with existing related mezzanine debt, see attached
Schedule A.
For a list of Mortgage Loans that permit mezzanine debt in the future, see
attached Schedule B.
The following Mortgage Loans documents permit secured subordinate debt:
000 Xxxx Xxxxx XxxxxxXxxxx The Mortgage Loan documents permit
the borrower to incur additional
subordinate debt secured by the
Mortgaged Property, subject to the
satisfaction of certain conditions
including that the aggregate LTV
ratio does not exceed 70%, the
aggregate DSCR does not fall below
1.25x, the subordinate debt holder
is approved by the lender and
delivery of an acceptable
subordination and standstill
agreement.
259 Xxxxxxx Self Storage The Mortgage Loan documents permit
the borrower to incur additional
subordinate debt secured by the
Mortgaged Property, subject to the
satisfaction of certain conditions
including that the aggregate LTV
ratio does not exceed 75%, the
aggregate DSCR does not fall below
1.30x, the subordinate debt holder
is approved by the lender and
delivery of an acceptable
subordination and standstill
agreement.
323 0000 Xxxxx Xxxxxx The seller of the Mortgaged
Property provided subordinate
financing in the amount of $97,500
to the related borrower, which is
secured by the Mortgaged Property
The following Mortgage Loan documents permit unsecured subordinate debt:
25 Park Xxxxxxxx The borrower may
incur unsecured subordinate debt
from the Mortgage Loan sponsor for
capital expenditures.
129 Century Office The borrower may
incur unsecured subordinate debt
from the Mortgage Loan sponsor for
capital expenditures.
229 The Xxxxx The borrower incurred
unsecured debt from its general
partners for partial payment of a
development fee. The note is in the
amount of $575,000 and matures
March 14, 2022.
Exceptions to Representation 35: Single Purpose Entity.
137 00 Xxxx Xxxxx The borrower is not a single
purpose entity.
154 Walgreens-Alhambra
169 Walgreens Vestavia
Exceptions to Representation 39: Security Interests.
252 0000 Xxxxx Xxx. UCC financing statements have been
000 Xxxxxxxxx Xxxxx Apts. filed and recorded only in the
283 Tutor Time Child local jurisdiction where the
286 00000 Xxxxxxx Xxx. related Mortgaged Property is
000 Xxxxxxxx Xxxxxxx located.
293 Xxxxxxx Apts.
299 156 Xxxxxx Dr. and 000-000
Xxxx Xx.
304 Ivy Garden Apts.
303 Two Town Creek Apts.
305 Sundance Apts.
308 1497 Granite Hills Dr.
309 Kipling Medical
310 000 X. Xxxxxx Xxx
311 00 Xxxxxxxxxx Xxx
000 0000 Xxxxxxxx Xx.
315 17920 Sierra Xxxxxxx
000 0000 Xxxxxxxx Xxxxxxxxx
317 909-911 Standard St.
000 Xxxxxxxxxx Xxxxx
000 Xxxxxxxxx Apts
320 000 Xxxxx Xx.
321 0000 Xxx Xxxxxx
322 Starbucks
323 0000 Xxxxx Xxx.
324 000-000 XxXxxx Xx.
325 Ten Ten Apts.
331 0000 X. Xxxxxxxx Xxx.
329 1034 X. Xxxx St.
327 0000 X. Xxxxxxxxx Xxxxxxxxx
330 0000 X. 000xx Xx.
328 000 X. Xxxxxxxx Xxx.
326 Bayport Apts.
332 Ambercourt Apts.
333 0000 Xxxxxxxx Xxx.
Exceptions to Representation 42: Servicing Rights
55 EZ Self Storage-Bethesda EZ SunTrust Bank will be the
88 Self Storage-South Bowie cashiering primary servicer.
89 EZ Self Storage-Chevrolet
Drive/Ellicot City
96 EZ Self Storage-Beltsville,
128 EZ Self Storage-Perring
131 EZ Self Storage-Laurel
132 EZ Self Storage-Pasadena,
135 EZ Self Storage-Catonsville
140 EZ Self Storage-Xxxxxxxxxxx
153 EZ Self Storage-Xxxxxx Xxxxx
178 EZ Self Storage-Westminster
189 EZ Self Storage-Windsor Mill
Exceptions to Representation 43: Recourse.
107 Towne Park Apartments Each tenant-in-common co-borrower
and related guarantor has several
liability for its guaranteed
obligations.
Exceptions to Representation 45: Fee Simple Interest.
Various Certain Countrywide Loans With respect to any Mortgage Loan
in which the interest encumbered
under the Mortgage is the
overlapping fee and leasehold
interest in the entire Mortgaged
Property (and as such, treated as a
fee interest in the Mortgaged
Property), such Mortgage Loan is
not the subject of representation
18 and such Mortgage Loan is not
being listed here as an exception
to this representation 45.
Exception to Representation 47: Operating Statements.
3 Hotel Gansevoort The borrower is required to deliver
annual financial statements within
90 days following the end of each
fiscal year. The Mortgage Loan
documents do not specifically
require the borrower to provide the
lender with at least quarterly
operating statements and rent
rolls; the Mortgage Loan documents
require the borrower, however, to
provide monthly profit and loss
statements received from the
property manager and to deliver
such other information as the
lender may reasonably request
within 10 business days of such
request.
8 Medical Centre of Santa Xxxxxx The borrower is only required to
provide annual operating statements
unless there is an event of default
or the debt service coverage ratio
falls below 1.20x.
81 00000 Xxxxxxxx Xxxxxxxxx The borrower is not required to
provide quarterly operating
82 0000 Xxxxxxx Xxxxx statements and rent rolls or annual
financial statements so long as the
Xxxx lease is in full force and
effect and no event of default
exists under the Xxxx lease.
Exception to Representation 53: Origination of the Mortgage Loans.
55 EZ Self Storage-Bethesda The Mortgage Loans were originated
88 EZ Self Storage-South Bowie by SunTrust Bank and purchased by
89 EZ Self Storage-Chevrolet Countrywide prior to
Drive/Ellicot City securitization.
96 EZ Self Storage-Beltsville,
128 EZ Self Storage-Perring
131 EZ Self Storage-Laurel
132 EZ Self Storage-Pasadena,
135 EZ Self Storage-Catonsville
140 EZ Self Storage-Xxxxxxxxxxx
153 EZ Self Storage-Xxxxxx Xxxxx
178 EZ Self Storage-Westminster
189 EZ Self Storage-Windsor Mill
252 0000 Xxxxx Xxx. The Mortgage Loans were originated
000 Xxxxxxxxx Xxxxx Apts. by Impac Commercial Capital
283 Tutor Time Child Corporation and purchased by
286 00000 Xxxxxxx Xxx. Countrywide prior to
000 Xxxxxxxx Xxxxxxx securitization.
293 Xxxxxxx Apts.
299 156 Xxxxxx Dr. and
000-000 Xxxx Xx.
304 Ivy Garden Apts.
303 Two Town Creek Apts.
305 Sundance Apts.
308 1497 Granite Hills Dr.
309 Kipling Medical
310 000 X. Xxxxxx Xxx
311 00 Xxxxxxxxxx Xxx
000 0000 Xxxxxxxx Xx.
315 17920 Sierra Xxxxxxx
000 0000 Xxxxxxxx Xxxxxxxxx
317 909-911 Standard St.
000 Xxxxxxxxxx Xxxxx
000 Xxxxxxxxx Apts
320 000 Xxxxx Xx.
321 0000 Xxx Xxxxxx
322 Starbucks
323 0000 Xxxxx Xxx.
324 000-000 XxXxxx Xx.
325 Ten Ten Apts.
331 0000 X. Xxxxxxxx Xxx.
329 1034 X. Xxxx St.
327 0000 X. Xxxxxxxxx Xxxxxxxxx
330 0000 X. 000xx Xx.
328 000 X. Xxxxxxxx Xxx.
326 Bayport Apts.
332 Ambercourt Apts.
333 0000 Xxxxxxxx Xxx.
Schedule A
List of Mortgage Loans with related existing Mezzanine Debt
Original Intercreditor
Annex A-1 Mortgaged Property Name Mezzanine Agreement
ID # Debt Balance (Yes or No)
--------- -------------------------------- ------------ -------------
6 HSA Memphis Industrial Portfolio $5,000,000 YES
00 Xxxxx Xxxxx Xxxxx $1,250,000 YES
Schedule B
List of Mortgage Loans that permit future Mezzanine Debt
Intercreditor
Annex Maximum Agreement
A-1 ID# Mortgaged Property LTV Ratio Minimum DSCR (Yes or No)
------- ----------------------------------- --------- ---------------- -------------
6 HSA Memphis Industrial Portfolio(1) 85% 1.10x Yes
8 Medical Centre of Santa Xxxxxx 70% 1.30x (actual) Yes
0.90x (stressed)
00 Xxxxx Xxxxx Xxxxx 80% 1.0x (stressed) Yes
43 Conejo Spectrum-Thousand Oaks 75% 1.20x Yes
45 Flextronics-Plano 600-640 Shiloh 70% 1.20x Yes
57 Coastal South Carolina Portfolio 85% 1.31x Yes
67 Landmark Center Office 75% 1.20x Yes
69 Tallahassee Residence Inn 85% 1.15x Yes
00 Xxxxxxxx Xxxxxxxx Xxxxxx 80% 1.15x (actual) Yes
.90x (stressed)
92 3930 Xxxxxxx 75% 1.20x Yes
000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx 80% 1.20x Yes
000 Xxxxxxxx Xxxxxxx 80% 1.20x Yes
146 Herbalife Center(2) 90% 1.05x Yes
177 Calumet City Sports Authority 80% 1.20x Yes
000 Xxxxxxx Xxxxx 80% 1.20x Yes
188 Xxxxxx Building 85% 1.15x Yes
----------
(1) Future mezzanine debt is permitted only after the existing mezzanine debt
is paid in full.
(2) The tenant must have exercised its expansion option (pursuant to its
lease) in order for the borrower to incur future mezzanine debt.
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
ML-CFC 2007-5: Mortgage Loan Schedule - CRF
Property
Loan # Property Name Originator Type
------------------------------------------------------------------------------------------------------------------------
3 Hotel Gansevoort CRF Hospitality
6 HSA Memphis Industrial Portfolio CRF Industrial
6.01 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.02 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.03 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.04 0000 Xxxxxx Xx. CRF Industrial
6.05 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.06 0000 Xxxxxx Xx. CRF Industrial
6.07 5838 Advantage Cove CRF Industrial
6.08 0000 Xxxxxx Xx. CRF Industrial
6.09 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.1 0000 Xxxxxx Xx. CRF Industrial
6.11 0000 Xxxxxx Xx. CRF Industrial
6.12 0000 Xxxxxx Xxxx Xxxx. CRF Industrial
6.13 0000 Xxxxxx Xx. CRF Industrial
6.14 0000 Xxxxxx Xx. CRF Industrial
6.15 0000 Xxxxxxxx Xx. CRF Industrial
8 Medical Centre of Santa Xxxxxx CRF Office
10 Miami Airport Industrial Parks CRF Industrial
12 Plaza Squaw Peak CRF Office
12.01 Plaza Squaw Peak I CRF Office
12.02 Plaza Squaw Peak II CRF Office
12.03 Plaza Squaw Peak III CRF Xxxxxx
00 Xxxx Xxxxxxxx XXX Xxxxxxxxxx
00 Xxxxxxx Xxxx Suites CRF Hospitality
32 AMCOR Pet Packaging CRF Industrial
37 El Dorado Mecial Center CRF Office
43 Conejo Spectrum CRF Office
45 Flextronics - Plano CRF Industrial
47 The Cross Creek Apartments CRF Multifamily
48 Renaissance Victorville Shopping Center II CRF Retail
49 Chantilly Residence Oxford CRF Hospitality
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XXX Multifamily
54 0000 Xxxxxxxxxxx Xxxxxx CRF Office
55 EZ Self Storage - Bethesda CRF Self Storage
56 0000 Xxxxxxxxx XXX Xxxxxx
00 Xxxxxxx Xxxxx Xxxxxxxx Portfolio CRF Multifamily
57.01 South Pointe CRF Multifamily
57.02 Rosewood Townhomes CRF Multifamily
58 Homewood Suites by Hilton Jacksonville CRF Hospitality
00 Xxxxxx Xxxxx Xxxxxxxxxx - Xxxxxxxx XXX Multifamily
66 Holiday Inn - Hollywood, FL CRF Hospitality
67 Landmark Xxxxxx Xxxxxx XXX Xxxxxx
00 Xxxxxxxxxxx Xxxxxxxxx Inn CRF Hospitality
75 Sheraton Denver West CRF Hospitality
78 Westwood and Jordan Creek Apartments CRF Multifamily
78.01 Westwood Apartments CRF Multifamily
78.02 Jordan Creek Apartments CRF Multifamily
79 Broadway Business Center CRF Industrial
0000 Xxxxxxx Xxxxx & 00000 Xxxxxxxx Xxxx. CRF Industrial
81 00000 Xxxxxxxx Xxxx. CRF Industrial
82 0000 Xxxxxxx Xxxxx XXX Industrial
85 Shade at Desert Ridge CRF Retail
00 Xxxxxx Xxxxxx XXX Multifamily
88 EZ Self Storage - South Bowie CRF Self Storage
89 EZ Storage - Chevrolet Drive CRF Self Storage
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX CRF Hospitality
92 3930 Xxxxxxx CRF Industrial
96 EZ Self Storage - Beltsville CRF Self Storage
99 00-00 Xxxxx Xxxxxx CRF Industrial
100 Newmarket Shopping Center CRF Retail
000 Xxxxx Xxxx Xxxxxxxxxx XXX Multifamily
111 377 Carlls Path CRF Industrial
000 Xxxxxxxx Xxxxx XXX Xxxxxx
119 Sedona Retail CRF Retail
000 Xxxxxxxxx Xxxxx & Xxxxx Xxxxxx Court CRF Various
121.01 Jefferson Plaza CRF Retail
121.02 Xxxxxx Court CRF Office
122 Tresierras Stagecoach Plaza CRF Retail
126 Grossmont Medical Office Building CRF Office
128 EZ Self Storage - Perring CRF Self Storage
129 Century Office CRF Office
131 EZ Self Storage - Laurel CRF Self Storage
132 EZ Self Storage - Pasadena CRF Self Storage
133 TownePlace Suites - Tampa CRF Hospitality
134 Stor-Mor Torrance CRF Self Storage
135 EZ Self Storage - Catonsville CRF Self Storage
137 12 Oaks Plaza CRF Retail
000 Xxxxxxxx Xxxxxxx CRF Retail
000 Xxxxxxxx Xxxxxxxxx Xxxxxxx-Xxxxx XX CRF Hospitality
140 EZ Self Storage - Xxxxxxxxxxx CRF Self Storage
141 Xxxxx Rents - Kennesaw CRF Office
146 Herbalife Center CRF Industrial
000 Xxxxxx Xxxx Xxxxxxxxxx XXX Multifamily
151 Residence Inn by Marriott - Greenville/Spartanburg Airport CRF Hospitality
000 Xxxxxxx Xxxxx XXX Retail
153 EZ Self Storage - Xxxxxx Mill CRF Self Storage
154 Walgreens - Alhambra CRF Retail
000 Xxxx Xxxxx MHP CRF Manufactured Housing
000 Xxxxxxxxx Xxxxxxxxxx XXX Multifamily
000 Xxxxx Xxxx Xxxxx CRF Mixed Use
000 Xxxxxx Xxxxxx Xxxxxx Xxxxx XXX Xxxxxx
000 Xxxxxxxxxxx Xxxxxxx MHC CRF Manufactured Housing
165 Comfort Suites Xxxx CRF Hospitality
167 Hampton Inn - Knoxville CRF Hospitality
169 Walgreens-Vestavia, AL CRF Retail
000 Xxxxxxxx Xxxxx Retail CRF Retail
000 Xxxxxxxxxx Xxxxxx Shopping Center CRF Retail
173 214 & 000 X. 0xx Xxxxxx CRF Retail
Airport Mini Storage & All Your Treasures Storage CRF Self Storage
174 All Your Treasures Storage CRF Self Storage
175 Airport Mini Storage CRF Self Storage
177 Calumet City Sports Authority CRF Retail
178 EZ Self Storage - Westminster CRF Self Storage
180 Holiday Inn Express - McAllen CRF Hospitality
181 0000 X. Xxxxxxxx XXX Retail
183 Enterprise Self Storage CRF Self Storage
184 Grass Valley Mobile Home Park CRF Manufactured Housing
185 Spare Space Self Storage CRF Self Storage
188 Xxxxxx Building CRF Mixed Use
189 EZ Self Storage - Windsor Mill CRF Self Storage
193 Walgreens - Houma, LA CRF Retail
196 861 S. Atlantic Retail CRF Office
000 Xxxx Xxxxx XxxxxxXxxxx XXX Retail
000 Xxxx Xxxxxxxxxx XXX Multifamily
000 Xxxxxxxx Xxxxxxx XXX Retail
211 Stor-Mor Anaheim CRF Self Storage
212 Stor-Mor Cypress CRF Self Storage
000 Xxxxxx Xxxxx XXX Xxxxxx
216 Kmart-Xxxxxx CRF Retail
000 Xxxxxx Xxxxx Self Storage CRF Self Storage
000 Xxxxxx Xxxx XXX Multifamily
000 Xxxxx-Xxxxxxx Xxxxx Xxxxxxxxxx XXX Multifamily
000 Xxxxxxxxxx Xxxxx - Xxxxxxx CRF Retail
229 The Xxxxx CRF Multifamily
235 Maple Ayer Medical Office CRF Office
236 CVS Ft. Xxxxxx Beach CRF Retail
237 Buena Vida CRF Multifamily
000 Xxxxxxxxx Xxxxx XXX Multifamily
241 CVS Pensacola CRF Retail
242 Visco CRF Office
245 Ticon-Avalon at Bridgefield CRF Multifamily
246 Eastdale Storage CRF Self Storage
000 Xxxxxxxxxxx Xxxxx XXX Retail
250 Farmand Retail Center CRF Retail
251 Ticon-Highgate Townhomes CRF Multifamily
252 0000 Xxxxx Xxxxxx XXX Multifamily
000 Xxxxxx Xxxxxxxxxx XXX Multifamily
000 0xx Xxxxxx Apartements CRF Multifamily
259 Xxxxxxx Self Storage CRF Self Storage
260 Venture Crossing CRF Retail
266 Stor Mor Mini Storage CRF Self Storage
269 620 Xxxxxx Crossing CRF Retail
270 Main/Xxxxx CRF Retail
272 Weiner Corp. Building CRF Office
273 1875 Pacific Apts CRF Multifamily
274 0000 Xxxxxx Xxxxxx CRF Mixed Use
275 Concord Corners CRF Retail
276 CVS Pace CRF Retail
278 Office Depot Marble Falls CRF Retail
000 Xxxxxx Xxxxx Retail CRF Retail
000 Xxxxxxxxx Xxxxx Xxxxxxxxxx XXX Multifamily
283 Tutor Time Child Care/ Learning Center CRF Retail
286 00000 Xxxxxxx Xxxxxx CRF Multifamily
288 Colorado Terrace CRF Office
289 Executive Heights CRF Multifamily
000 Xxxxxxx Xxxxx Xxxxx XXX Retail
000 Xxxxxx Xxxxxx XXX Retail
293 Xxxxxxx Apartments CRF Multifamily
000 Xxxxxxx Xxxxxx - Xxxxxxx Xxxxxxx XXX Retail
000 Xxxxxxxxx Xxxxx XXX Manufactured Housing
299 000 Xxxxxx Xxxxx and 000-000 Xxxx Xxxxxx CRF Multifamily
300 Short Stop Plaza CRF Retail
302 Shoppes at Bonneville CRF Retail
303 Two Town Creek Apartments CRF Multifamily
000 Xxx Xxxxxx Xxxxxxxxxx XXX Multifamily
305 Sundance Apartments CRF Multifamily
306 Clintonview Townhomes CRF Multifamily
308 0000 Xxxxxxx Xxxxx Xxxxx XXX Multifamily
309 Kipling Medical CRF Office
310 813 S. Xxxxxx Ave CRF Multifamily
311 00 Xxxxxxxxxx Xxx CRF Multifamily
312 0000 Xxxxxxxx Xxxxxx XXX Multifamily
313 Paradise Junction Shopping Center CRF Retail
314 Dollar General Chicago Heights CRF Retail
315 00000 Xxxxxx Xxx XXX Multifamily
316 0000 Xxxxxxxx Xxxx. CRF Multifamily
000 000-000 Standard Street CRF Multifamily
000 Xxxxxxxxxx Xxxxx XXX Retail
000 Xxxxxxxxx Xxxxxxxxxx XXX Multifamily
320 000 Xxxxx Xxxxxx CRF Multifamily
321 0000 Xxx Xxxxxx CRF Multifamily
000 Xxxxxxxxx XXX Retail
323 0000 Xxxxx Xxxxxx XXX Multifamily
324 000-000 XxXxxx Xxxx CRF Multifamily
325 Ten Ten Apartments CRF Multifamily
000 Xxxxxxx Xxxxxxxxxx XXX Multifamily
327 0000 Xxxx Xxxxxxxxx Xxxxxxxxx CRF Multifamily
328 000 Xxxxx Xxxxxxxx Xxxxxx XXX Multifamily
329 0000 Xxxxx Xxxx Xxxxxx CRF Multifamily
330 0000 Xxxx 000xx Xxxxxx CRF Multifamily
331 0000 X. Xxxxxxxx Xxxxxx CRF Multifamily
000 Xxxxxxxxxx Xxxxxxxxxx XXX Multifamily
333 0000 Xxxxxxxx Xxxxxx XXX Multifamily
Loan # Street Address
----------------------------------------------------------------------------------------------------------------------------------
3 00 Xxxxx Xxxxxx at 00xx Xxxxxx
6 Various
6.01 0000 Xxxxxx Xxxx Xxxxxxxxx
6.02 0000 Xxxxxx Xxxx Xxxxxxxxx
6.03 0000 Xxxxxx Xxxx Xxxxxxxxx
6.04 0000 Xxxxxx Xxxx
6.05 0000 Xxxxxx Xxxx Xxxxxxxxx
6.06 0000 Xxxxxx Xxxx
6.07 5838 Advantage Cove
6.08 0000 Xxxxxx Xxxx
6.09 0000 Xxxxxx Xxxx Xxxxxxxxx
6.1 0000 Xxxxxx Xxxx
6.11 0000 Xxxxxx Xxxx
6.12 0000 Xxxxxx Xxxx Xxxxxxxxx
6.13 0000 Xxxxxx Xxxx
6.14 0000 Xxxxxx Xxxx
6.15 0000 Xxxxxxxx Xxxx
8 2001 & 0000 Xxxxx Xxxxxx Xxxxxxxxx
10 0000-0000 XX 00xx Xxxxxx; 0000-0000 XX 00xx Xxxxxx; 0000 XX 00xx Xxxxxx; 0000 XX 00xx Xxxxxx; 0000 XX 00xx Xxxxxx
12 7500 North Dreamy Draw, 0000 Xxxxx 00xx Xxxxxx, 0000 Xxxxx 00xx Xxxxxx
12.01 0000 Xxxxx Xxxxxx Xxxx Xxxxx
12.02 0000 Xxxxx 00xx Xxxxxx
12.03 0000 Xxxxx 00xx Xxxxxx
25 Various
28 200 and 000 X Xxxxxx Xxxxxxxxx
00 0000 Xxxxx Xxxx
37 0000 Xxxxx Xxxxxx Xxxx
43 1525 & 0000 Xxxxxx Xxxxxx Xxxxxxxxx
45 600, 620 & 000 Xxxxxx Xxxx
47 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx
48 00000 Xxxx Xxxxxx Xxxx
49 00000 Xxxxxxxxx Xxxxxxxx Xxxx
51 000 Xxxxxxxxxx Xxxxx
54 0000 Xxxxxxxxxxx Xxxxxx
55 0000 Xxxxxxxx Xxx
00 0000 Xxxxxxxxx and 1716 & 1722 Main
57 Various
57.01 0000 Xxxxx Xxxxxx Xxxxxx
57.02 0000 Xxxxxxx Xxxx Xxxxx
58 00000 Xxxxxxx Xxxxxxx
62 10558 Mountain View Xxxxxx
00 0000 Xxxxxxxx Xxxxxx
67 0000 Xxxxx Xxxxx Xxxxxx
69 000 Xxxx Xxxxxx Xxxxxx
75 000 Xxxxx Xxxxxxxxx
78 Various
78.01 000 00xx Xxxxxx
78.02 0000 Xxxxx Xxxxxx
79 3925 & 0000 Xxxx Xxxxxxxx Xxxx
Various
81 10000 Business Boulevard
82 0000 Xxxxxxx Xxxxx
85 21050 North Xxxxx Boulevard
87 0000 Xxxxx Xxxxxx Xxxxxx
88 1010 NE Xxxxx Highway
89 3485 & 0000 Xxxxx Xxxxxxxxx Xxxxx
90 000 Xxxxxxxxx Xxxxxx Xxxxx
92 0000 Xxxx Xxxxxxx Xxxxxx
96 10401 Xxxxx Xxxxxx Xxxxxx
00 00-00 Xxxxx Xxxxxx
000 000-000 79th Street and 0-000 Xxxxxxxxx Xxxxxx
107 1850 Xxxxx Xxxx Xxxxx
000 000 Xxxxxx Xxxx
112 000 Xxxxxxxx Xxxxx
000 0000 Xxxxxxx 000
000 Various
121.01 000 Xxxxxxxxx Xxxx
121.02 0000 Xxxxxx Xxxx Xxxxx
122 23744-23792 Xxx Xxxxxxxx Xxxx
000 0000 Xxxxxx Xxxxx
128 0000 XxXxxxx Xxxxxxxxx
000 00 Xxxxx Xxxxxxxxxxxx Street
131 8401 Xxxxxx Road
132 8195 Old Jumpers Xxxx Xxxx
000 0000 Xxxxxxxxx Xxxx
134 4300 Xxxxxxx Xxxxxx
000 0000 Xxxxxxxxx National Pike
137 7290 East 00xx Xxxxxx
000 00-000 Xxxxxx Boulevard
139 0000 Xxxxxxxxx Xxxxx Xxxxx
140 00000 Xxxxxxxxxxx Xxxx
141 0000 Xxxx Xxxxx Xxxxxxxxx
146 5025 Xxxxxxxx Road
149 0000 Xxxx Xxxxx Xxxx Xxxx
151 000 Xxxxxxxxx Xxx
152 35781-35935 Date Palm Drive
153 11333 Xxxxxx Xxxxx Boulevard
154 0000-0000 Xxxx Xxxx Xxxxxx
156 80 East Xxxxx Xxxxxx
000 0000 Xxxxx Xxxxx Drive
160 000 Xxxx Xxxxx Xxxxxx
162 12176, 12222, 00000 X. 0000 Xxxx
163 000 Xxxxx Xxxx
165 000 Xxxxxxxx Xxxxxx
167 000 Xxxxx Xxxx
169 000 Xxxxxxxxxx Xxxxxxx
000 0000-0000 Xxxxxxxx Xxxxx Xxxx
000 000 Xxxxxxxxx Xxxxxxxxx XX
173 214 & 000 Xxxx 0xx Xxxxxx
Various
174 2520 Jacksonville Xxxxxxx
000 0000 Xxxxxxx Xxxx
177 0000 Xxxxx Xxxxxxxx Xxxxxx
178 0000 Xxxxxxxxx Xxxxxxxxx
180 000 Xxxx Xxxxxx Xxxx
000 0000 Xxxx Xxxxxxxx
183 00000 Xxxxxxxx Xxxxxx
184 00000 Xxxxxx Xxxxxx Xxxx
185 9420 Spectrum Drive
188 0000 XX Xxxx Xxxxxx
189 7233 Windsor Xxxx Xxxx
000 0000 Xxxx Xxxxxx Xxxxxxxxx
196 000 Xxxxx Xxxxxxxx Xxxxxxxxx
199 12999 Xxxx Xxxxxxxxx
000 0000 X. Xxxxxxxx Xxxxxx
210 0000 Xxxxxx Xxxx
211 0000 X Xxxxxxx Xxxxxx
212 0000 Xxxxxxx Xxxxxx
214 000 Xxx Xxxxxxxxx
216 6050 Hwy 90
219 7404 Xxxxxxx Xxxxxx
000 0000 Xxxxx Xxxxxxxx Xxxxxx
222 5523 NC Highway 55
227 5555 Xxxxxxxxxx Xxxxxx
000 00 Xxxxxxxxx Xxxxx
235 1825 & 0000 Xxxxx Xxxx
236 0000 Xxxx Xxxxxxx
237 1505 La Xxxxx Xxxxx
000 0000 00xx Xxxxxx Xxxxxxxxx
241 1 East Nine Xxxx Xxxx
000 000 Xxxx Xxxxxx X-00
245 000 Xxxxxxxxxxx Xxxxx
246 0000 Xxxxx Xxxxx Xxxx
249 12601-12623 East Xxxxxxx Avenue
000 0000-0000 Xxxxx Xxxxxxx Xxxxxx
000 0000 XX Xxxxxxx 55
252 9707 Cedar Avenue
253 000 Xxxxx Xxxxxx Xxxxxx
255 3441 Xxxx 0xx Xxxxxx
000 00000 XX 0000 Xxxx
260 0000 XX 00
000 000 Xxxxx Xxxxxx Drive
269 0000 Xxxx Xxxxxx Xxxx
270 0000 Xxxx Xxxxxx
272 3501 Del Xxxxx Boulevard South
273 0000 Xxxxxxx Xxxxxx
274 0000 Xxxxxx Xxxxxx
275 000 Xxxxxxx Xxxx
276 3888 Highway 90
278 1311 Xxxxxx Xxxx Xxxx
000 0000 Xxxxx Xxxxxxxx Street
282 00-00 Xxxxxxxxx Xxxxx
283 0000 Xxxxxx Xxxxxx
286 00000 Xxxxxxx Xxxxxx
288 0000 XX Xxxxx Xxxxx
289 8405 & 0000 Xxxxx Xxxxxx
291 3560 East Woodmen Xxxx
000 0000 Xxxxxx Xxxxxx Xxxx
293 12010-12040 Xxxx Xxxxxxxx Xxxxxx
000 0000 Xxxxxxxxxx Xxxxx Xxxx
298 0000 Xxxx 0xx Xxxxxx
299 000 Xxxxxx Xxxxx & 000-000 Xxxx Xxxxxx
300 00 Xxxxxx Xxxx
302 12923 Xxxx Xxxxxxxx Xxxxx
000 0000-0000 Lost Xxxxxx Xxxx
000 000 Xxxxxx Xxxxxx
305 000 Xxxxxxxx Xxxxxx
306 00-00 Xxxxxxxxxxx Xxxx
308 0000 Xxxxxxx Xxxxx Xxxxx
309 0000 Xxxxxxx Xxxxxx & 0000 Xxxx 00xx Xxxxx
310 000 Xxxxx Xxxxxx Xxxxxx
311 00 Xxxxxxxxxx Xxx
312 0000 Xxxxxxxx Xxxxxx
000 0000-0000 Xxxxxxxxx Xxxx
000 000 Xxxxxxx Xxxxxx
315 17920 Xxxxxx Xxxxxxx
000 0000 Xxxxxxxx Xxxxxxxxx
000 000-000 Standard Xxxxxx
000 0000 Xxxx Xxxxxxxx Xxxx
319 1609 & 0000 Xxxxxx Xxxxxx
320 000 Xxxxx Xxxxxx
321 1440 Xxx Xxxxxx
000 000 Xxxxxxxxx
323 0000 Xxxxx Xxxxxx
000 000-000 XxXxxx Xxxx
000 0000 Xxxx Xxxxxxxxx
326 000 Xxxxxxxx Xxxxx
327 0000 Xxxx Xxxxxxxxx Xxxxxxxxx
328 000 Xxxxx Xxxxxxxx Xxxxxx
329 0000 Xxxxx Xxxx Xxxxxx
330 0000 Xxxx 000xx Xxxxxx
331 0000 Xxxxx Xxxxxxxx Xxxxxx
332 000 Xxxx X Xxxxxx
333 0000 Xxxxxxxx Xxxxxx
Cut-Off Date Original
Loan # City County State Zip Code Balance ($) Balance ($)
----------------------------------------------------------------------------------------------------------------
3 Xxx Xxxx Xxx Xxxx XX 00000 125,000,000 125,000,000
6 Memphis Shelby TN Various 67,000,000 67,000,000
6.01 Memphis Xxxxxx XX 00000 8,644,000 8,644,000
6.02 Memphis Xxxxxx XX 00000 7,400,000 7,400,000
6.03 Memphis Xxxxxx XX 00000 7,000,000 7,000,000
6.04 Memphis Xxxxxx XX 00000 6,200,000 6,200,000
6.05 Memphis Xxxxxx XX 00000 6,050,000 6,050,000
6.06 Memphis Xxxxxx XX 00000 5,200,000 5,200,000
6.07 Memphis Xxxxxx XX 00000 4,624,000 4,624,000
6.08 Memphis Xxxxxx XX 00000 4,200,000 4,200,000
6.09 Memphis Xxxxxx XX 00000 4,088,000 4,088,000
6.1 Memphis Xxxxxx XX 00000 2,900,000 2,900,000
6.11 Memphis Xxxxxx XX 00000 2,400,000 2,400,000
6.12 Memphis Xxxxxx XX 00000 2,308,000 2,308,000
6.13 Memphis Xxxxxx XX 00000 2,250,000 2,250,000
6.14 Memphis Xxxxxx XX 00000 2,200,000 2,200,000
6.15 Memphis Xxxxxx XX 00000 1,536,000 1,536,000
0 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 62,000,000 62,000,000
00 Xxxxx Xxxxx-Xxxx XX 00000; 33166 53,500,000 53,500,000
12 Xxxxxxx Xxxxxxxx XX 00000 50,000,000 50,000,000
12.01 Xxxxxxx Xxxxxxxx XX 00000 18,400,000 18,400,000
12.02 Xxxxxxx Xxxxxxxx XX 00000 18,400,000 18,400,000
12.03 Xxxxxxx Xxxxxxxx XX 00000 13,200,000 13,200,000
25 Xxxxxxxxxxxx Xxxxxx XX 00000 33,600,000 33,600,000
00 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 32,500,000 32,500,000
32 Xxxxxxxxxx Xxxxx XX 00000 30,615,000 30,615,000
37 Xxxxxx Xxxx XX 00000 27,040,066 27,105,000
00 Xxxxxxxx Xxxx Xxxxxxx XX 00000 23,437,500 23,437,500
45 Xxxxx Xxxxxx XX 00000 22,700,000 22,700,000
00 Xxxxxxxxx Xxxxxxx XX 00000 22,125,000 22,125,000
00 Xxxxxxxxxxx Xxx Xxxxxxxxxx XX 00000 21,175,000 21,175,000
00 Xxxxxxxxx Xxxxxxx XX 00000 20,300,000 20,300,000
00 Xxxxxxxxxx Xxxxxxx XX 00000 19,973,150 20,000,000
00 Xxxxxxxxx Xxxxxxxxx XX 00000 18,000,000 18,000,000
55 Xxxxxxxx Xxxxxxxxxx XX 00000 17,570,000 17,570,000
56 Xxxxxx Xxxx Xxxxxxx XX 00000 17,456,080 17,500,000
00 Xxxxxxx Xxxxxxxx XX Various 17,320,000 17,320,000
57.01 Hanahan Xxxxxxxx XX 00000 11,720,000 11,720,000
57.02 Xxxxx Xxxxx Xxxxxxxx XX 00000 5,600,000 5,600,000
58 Xxxxxxxxxxxx Xxxxx XX 00000 17,225,000 17,225,000
00 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 15,500,000 15,500,000
00 Xxxxxxxxx Xxxxxxx XX 00000 14,964,230 15,000,000
00 Xxxxxx Xxxxxx XX 00000 14,925,000 14,925,000
69 Xxxxxxxxxxx Xxxx XX 00000 14,500,000 14,500,000
00 Xxxxxxxx Xxxxxxxxx XX 00000 13,500,000 13,500,000
00 Xxxx Xxx Xxxxxx Xxxx XX 00000 13,270,537 13,300,000
78.01 Xxxx Xxx Xxxxxx Xxxx XX 00000 8,570,971 8,590,000
78.02 Xxxx Xxx Xxxxxx Xxxx XX 00000 4,699,566 4,710,000
79 Xxxxxxx Xxxxxxxx XX 00000 12,920,000 12,920,000
Various Various KY Various 12,573,750 12,573,750
00 Xxx Xxxxx Xxxxx XX 00000 6,637,500 6,637,500
82 Xxxxxxxxx Xxxxxxx XX 00000 5,936,250 5,936,250
85 Xxxxxxx Xxxxxxxx XX 00000 12,100,000 12,100,000
00 Xxxxxxxxxxx Xxxxxx XX 00000 12,000,000 12,000,000
00 Xxxxx Xxxxxx Xxxxxx'x XX 00000 11,950,000 11,950,000
00 Xxxxxxxx Xxxx Xxxxxx XX 00000 11,885,000 11,885,000
90 Xxxxxxxxxx Xxxxxx XX 00000 11,850,000 11,850,000
92 Xxxxxxx Xxxxxxxx XX 00000 11,700,000 11,700,000
00 Xxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 11,190,000 11,190,000
99 Maspeth Xxxxxx XX 00000 10,972,304 11,000,000
000 Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxx XX 00000 10,900,000 10,900,000
000 Xxxx Xxxxx XX 00000 10,500,000 10,500,000
000 Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000 10,000,000 10,000,000
000 Xxxxxxx Xxxxxx XX 00000 10,000,000 10,000,000
000 Xxxxxx Xxxxxxx XX 00000 9,250,000 9,250,000
000 Xxxxxxxxx Xxxxxx XX Various 9,080,006 9,100,000
121.01 Rochester Xxxxxx XX 00000 4,949,102 4,960,000
121.02 Rochester Xxxxxx XX 00000 4,130,904 4,140,000
000 Xxxxxxx Xxx Xxxxxxx XX 00000 9,000,000 9,000,000
000 Xx Xxxx Xxx Xxxxx XX 00000 8,850,000 8,850,000
000 Xxxxxxxxx Xxxxxxxxx XX 00000 8,510,000 8,510,000
000 Xxxxxxxxxxxx Xxxxxx XX 00000 8,500,000 8,500,000
000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 8,385,000 8,385,000
000 Xxxxxxxx Xxxx Xxxxxxx XX 00000 8,325,000 8,325,000
000 Xxxxx Xxxxxxxxxxxx XX 00000 8,300,000 8,300,000
000 Xxxxxxxx Xxx Xxxxxxx XX 00000 8,295,289 8,320,000
000 Xxxxxxxxxxx Xxxxxxxxx XX 00000 8,250,000 8,250,000
000 Xxxxxxxxx Xxxxxxx XX 00000 8,100,000 8,100,000
138 Xxxxxxxx Xxxx XX 00000 8,100,000 8,100,000
000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 8,000,000 8,000,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 7,740,000 7,740,000
000 Xxxxxxxx Xxxx XX 00000 7,575,000 7,575,000
000 Xxxxxxx Xxxxxx XX 00000 7,150,000 7,150,000
000 Xxxxxx Xxxxxxxx XX 00000 6,732,000 6,732,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 6,531,000 6,531,000
000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 6,500,000 6,500,000
000 Xxxxxx Xxxxx Xxxxxxxxx XX 00000 6,490,000 6,490,000
000 Xxxxxxxx Xxx Xxxxxxx XX 00000 6,315,000 6,315,000
000 Xxxxxx Xxxxxxxxx XX 00000 6,081,286 6,100,000
000 Xxxxxxxx Xxxxxxxxx XX 00000 6,000,000 6,000,000
000 Xx Xxxxxxx Xxx Xxxxxxx XX 00000 5,987,711 6,000,000
000 Xxxxxx Xxxx Xxxx XX 00000 5,900,000 5,900,000
000 Xxxxx Xxxx Xxxxxx XX 00000 5,800,000 5,800,000
165 Cary Xxxx XX 00000 5,750,000 5,750,000
000 Xxxxxxxxx Xxxx XX 00000 5,469,448 5,500,000
000 Xxxxxxxx Xxxxxxxxx XX 00000 5,436,000 5,436,000
171 Xxxxxxxx Xxxxxxxx XX 00000 5,300,000 5,300,000
000 Xxxxxxxxx Xxxx XX 00000 5,292,951 5,300,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 5,200,000 5,200,000
Medford Xxxxxxx OR Various 5,183,680 5,200,000
000 Xxxxxxx Xxxxxxx XX 00000 2,990,584 3,000,000
000 Xxxxxxx Xxxxxxx XX 00000 2,193,095 2,200,000
000 Xxxxxxx Xxxx Xxxx XX 00000 5,100,000 5,100,000
000 Xxxxxxxxxxx Xxxxxxx XX 00000 5,060,000 5,060,000
000 Xxxxx Xxxxxxx XX 00000 5,034,507 5,050,000
000 Xxxx Xxxx Xxxxxxx XX 00000 5,000,000 5,000,000
000 Xxx Xxxxxx Xxx Xxxxxxx XX 00000 5,000,000 5,000,000
000 Xxxxx Xxxxxx Xxxxxx XX 00000 4,900,000 4,900,000
000 Xxxxxx Xxxxxxxxxx XX 00000 4,880,000 4,880,000
188 Xxxxxxxx Xxxxxxxxx XX 00000 4,689,622 4,700,000
000 Xxxxxxxx Xxxxxxxxx XX 00000 4,645,000 4,645,000
000 Xxxxx Xxxxxxxxxx XX 00000 4,553,872 4,560,000
000 Xxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 4,415,214 4,425,000
000 Xxxxxxxx Xxxxxxxx XX 00000 4,300,000 4,300,000
000 Xxxxxx Xxxxxx XX 00000 4,000,000 4,000,000
000 Xxxxxx Xxxxxx XX 00000 3,850,000 3,850,000
211 Xxxxxxx Xxxxxx XX 00000 3,828,595 3,840,000
000 Xxxxxxx Xxxxxx XX 00000 3,828,595 3,840,000
000 Xxxxxxxxx Xxxxxxxxx Xxxxxx XX 00000 3,800,000 3,800,000
000 Xxxxxx Xxxxx Xxxx XX 00000 3,695,113 3,700,000
000 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 3,688,365 3,700,000
221 Xxxxxx Xxxxxxxx XX 00000 3,600,000 3,600,000
000 Xxxxxx Xxxxxx XX 00000 3,595,076 3,600,000
000 Xxxxxxx Xxxxxx XX 00000 3,430,000 3,430,000
000 Xxxxxxxxx Xxxxxxxx XX 00000 3,339,265 3,350,000
000 Xxxxxxx Xxxx Xxxxxx XX 00000 2,993,724 3,000,000
000 Xxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000 2,990,673 3,000,000
000 Xxx Xxxxxx Xxxx Xxx XX 00000 2,990,513 3,000,000
000 Xxxxxxx Xxxxxxxx XX 00000 2,900,800 2,900,800
000 Xxxxxxxxx Xxxxxxxx XX 00000 2,791,295 2,800,000
000 Xxxxxxxxx Xxx Xxxxxxx XX 00000 2,780,713 2,800,000
000 Xxxxxx Xxxxxx XX 00000 2,693,960 2,700,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 2,641,993 2,650,000
000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 2,496,644 2,500,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,492,432 2,500,000
000 Xxxxxx Xxxxxx XX 00000 2,492,094 2,500,000
000 Xxxxxxxxxx Xxx Xxxxxxx XX 00000 2,454,619 2,470,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,450,000 2,450,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,394,735 2,400,000
000 Xxxxxxx Xxxxxx XX 00000 2,242,952 2,250,000
000 Xxx Xxxxxxx Xxxxx XX 00000 2,200,000 2,200,000
000 Xxxxxxxxx Xxx Xxxxx XX 00000 2,093,422 2,100,000
000 Xxxxxx Xxxxxx XX 00000 2,000,000 2,000,000
000 Xxxxx Xxx Xxxxx XX 00000 2,000,000 2,000,000
000 Xxxx Xxxxx Xxx XX 00000 1,993,922 2,000,000
000 Xxx Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 1,993,639 2,000,000
000 Xxx Xxxx Xxx Xxxx XX 00000 1,991,230 2,000,000
000 Xxxxxx Xxxx XX 00000 1,945,764 1,950,000
000 Xxxx Xxxxx Xxxx XX 00000 1,943,938 1,950,000
000 Xxxxxx Xxxxx Xxxxxx XX 00000 1,890,000 1,890,000
000 Xxxxxxx Xxxxxxxx XX 00000 1,825,000 1,825,000
000 Xxxxxxxxxx Xxxxxxx XX 0000 1,785,158 1,798,000
000 Xxxx Xxxx Xxxxxxxxx XX 00000 1,740,488 1,750,000
000 Xxxxxxxxx Xxx Xxxxxxx XX 00000 1,674,207 1,685,000
000 Xxxx Xxxxxxxxx XX 00000 1,640,241 1,650,000
000 Xxxxx Xxxx XX 00000 1,557,970 1,560,000
000 Xxxxxxxx Xxxxxxx Xx Xxxx XX 00000 1,500,000 1,500,000
000 Xxxxxxx Xxxxxx XX 00000 1,496,742 1,500,000
000 Xxxxxxx Xxxxxxx XX 00000 1,494,251 1,505,000
000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 1,400,000 1,400,000
000 Xxxx Xxxxxx XX 00000 1,350,000 1,350,000
000 Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 1,251,248 1,260,000
000 Xxxxxxxx Xxxx Xxxxxxx XX 00000 1,247,410 1,250,000
302 Xxxxxxx Xxxxxx XX 00000 1,100,000 1,100,000
000 Xxxxxxxxxx Xxxx XX 00000 1,024,644 1,030,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,023,365 1,030,000
000 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 1,012,817 1,015,000
000 Xxx Xxxxxxxx Xxxxxx XX 00000 1,010,000 1,010,000
000 Xx Xxxxx Xxx Xxxxx XX 00000 944,751 950,000
000 Xxxxxxxx Xxxxxxxxx XX 00000 894,677 900,000
000 Xxxxxx Xxxxxxxxx XX 00000 856,664 863,000
000 Xxxxxxxxxxx Xxxx XX 00000 843,052 848,000
312 Xxxxxxx Xxxxxxx XX 00000 800,000 800,000
000 Xxxxxxxxxxx Xxxxxxxxx XX 00000 798,262 800,000
000 Xxxxxxx Xxxxxxx Xxxx XX 00000 783,363 785,000
000 Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 745,695 750,000
000 Xxxxxxxxxx Xxx Xxxxxxx XX 00000 725,298 730,000
000 Xxxxx Xxx Xxxxxx XX 00000 720,330 725,000
318 Xxxxx Xxx XX 00000 671,625 675,000
000 Xxxxxxxx Xxxx XX 00000 652,768 657,000
000 Xxxxxxxxxx Xxxxxxxxxxxx XX 0000 636,425 640,000
000 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 610,926 615,000
322 Xxxxxxxxx Xxxxxxxx XX 00000 586,804 590,000
000 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 581,838 585,000
000 Xxxxxx Xx Xxxxxx XX 00000 536,983 540,000
000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 527,055 530,000
000 Xx Xxxxx Xxxxxx XX 00000 497,528 500,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 496,851 500,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 496,851 500,000
329 Xxxxxxx Xxxxxx XX 00000 496,815 500,000
000 Xxxxxxx Xxx Xxxxxxx XX 00000 496,329 500,000
000 Xxxxx Xxx Xxxxxx XX 00000 488,172 510,000
000 Xxxxxx Xxx Xxxxxxxxxx XX 00000 481,439 485,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 431,373 434,000
Monthly P&I Debt Annual P&I Debt Interest Primary Master Trustee and
Loan # Service ($) Service ($) Rate % Servicing Fee Servicing Fee Paying Agent Fee
---------------------------------------------------------------------------------------------------------------------
3 806,353.09 9,676,237.08 6.4700 0.010 0.010 0.00051
6 310,521.18 3,726,254.16 5.4704 0.010 0.010 0.00051
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
6.11
6.12
6.13
6.14
6.15
8 293,262.58 3,519,150.96 5.5830 0.010 0.010 0.00051
10 247,935.35 2,975,224.20 5.4700 0.010 0.010 0.00051
12 248,659.72 2,983,916.64 5.8700 0.010 0.010 0.00051
12.01
12.02
12.03
25 193,102.46 2,317,229.52 5.6100 0.010 0.010 0.00051
28 159,976.74 1,919,720.88 5.8100 0.010 0.010 0.00051
32 178,719.18 2,144,630.16 5.7530 0.010 0.010 0.00051
37 170,336.28 2,044,035.36 6.2100 0.010 0.010 0.00051
43 143,699.54 1,724,394.48 6.2100 0.010 0.010 0.00051
45 107,121.93 1,285,463.16 5.5700 0.010 0.010 0.00051
47 109,375.86 1,312,510.32 5.8350 0.010 0.010 0.00051
48 105,002.41 1,260,028.92 5.8530 0.010 0.010 0.00051
49 121,878.47 1,462,541.64 6.0130 0.010 0.010 0.00051
51 118,627.30 1,423,527.60 5.9000 0.010 0.010 0.00051
54 106,189.37 1,274,272.44 5.8500 0.010 0.010 0.00051
55 85,741.60 1,028,899.20 5.7600 0.010 0.010 0.00051
56 124,770.44 1,497,245.28 5.9400 0.010 0.010 0.00051
57 83,787.91 1,005,454.92 5.7100 0.010 0.010 0.00051
57.01
57.02
58 103,605.04 1,243,260.48 6.0300 0.010 0.010 0.00051
62 72,750.97 873,011.64 5.5400 0.010 0.010 0.00051
66 84,229.62 1,010,755.44 5.4000 0.010 0.010 0.00051
67 92,187.20 1,106,246.40 6.2800 0.010 0.010 0.00051
69 87,224.03 1,046,688.36 6.0310 0.010 0.010 0.00051
75 79,469.76 953,637.12 5.8300 0.010 0.010 0.00051
78 78,462.14 941,545.68 5.8500 0.010 0.010 0.00051
78.01
78.02
79 63,213.79 758,565.48 5.7750 0.010 0.010 0.00051
158,240.64 1,898,887.68 4.9900
81 83,346.63 1,000,159.56 4.9900 0.010 0.010 0.00051
82 74,894.01 898,728.12 4.9900 0.010 0.010 0.00051
85 69,616.23 835,394.76 5.6200 0.010 0.010 0.00051
87 69,648.05 835,776.60 5.7000 0.010 0.010 0.00051
88 58,316.00 699,792.00 5.7600 0.010 0.010 0.00051
89 57,998.80 695,985.60 5.7600 0.010 0.010 0.00051
90 71,275.46 855,305.52 6.0300 0.010 0.010 0.00051
92 68,746.99 824,963.88 5.8130 0.010 0.010 0.00051
96 54,607.20 655,286.40 5.7600 0.010 0.010 0.00051
99 78,174.14 938,089.68 5.9000 0.010 0.010 0.00051
100 62,094.32 745,131.84 5.5300 0.010 0.010 0.00051
107 60,543.40 726,520.80 5.5900 0.010 0.010 0.00051
111 47,190.28 566,283.36 5.5700 0.010 0.010 0.00051
112 58,739.00 704,868.00 5.8100 0.010 0.010 0.00051
119 55,161.42 661,937.04 5.9500 0.010 0.010 0.00051
121 53,975.42 647,705.04 5.9000 0.010 0.010 0.00051
121.01
121.02
122 50,293.73 603,524.76 5.8300 0.010 0.010 0.00051
126 55,357.27 664,287.24 6.4000 0.010 0.010 0.00051
128 41,528.80 498,345.60 5.7600 0.010 0.010 0.00051
129 49,011.32 588,135.84 5.6400 0.010 0.010 0.00051
131 40,918.80 491,025.60 5.7600 0.010 0.010 0.00051
132 40,626.00 487,512.00 5.7600 0.010 0.010 0.00051
133 50,083.32 600,999.84 6.0600 0.010 0.010 0.00051
134 50,150.37 601,804.44 6.0500 0.010 0.010 0.00051
135 40,260.00 483,120.00 5.7600 0.010 0.010 0.00051
137 47,012.43 564,149.16 5.7000 0.010 0.010 0.00051
138 47,192.25 566,307.00 5.7350 0.010 0.010 0.00051
139 47,655.88 571,870.56 5.9400 0.010 0.010 0.00051
140 37,771.20 453,254.40 5.7600 0.010 0.010 0.00051
141 37,736.13 452,833.56 5.8800 0.010 0.010 0.00051
146 41,589.30 499,071.60 5.7200 0.010 0.010 0.00051
149 40,037.71 480,452.52 5.9250 0.010 0.010 0.00051
151 39,282.70 471,392.40 6.0300 0.010 0.010 0.00051
152 38,762.08 465,144.96 5.9500 0.010 0.010 0.00051
153 31,671.20 380,054.40 5.7600 0.010 0.010 0.00051
154 29,533.15 354,397.80 5.5200 0.010 0.010 0.00051
156 36,103.30 433,239.60 5.8800 0.010 0.010 0.00051
158 33,879.35 406,552.20 5.4500 0.010 0.010 0.00051
160 37,255.78 447,069.36 6.3300 0.010 0.010 0.00051
162 33,759.13 405,109.56 5.5700 0.010 0.010 0.00051
163 31,795.78 381,549.36 5.6700 0.010 0.010 0.00051
165 33,958.32 407,499.84 5.8600 0.010 0.010 0.00051
167 36,434.96 437,219.52 6.2950 0.010 0.010 0.00051
169 27,310.62 327,727.44 5.9300 0.010 0.010 0.00051
171 32,426.47 389,117.64 6.1900 0.010 0.010 0.00051
172 31,748.92 380,987.04 5.9920 0.010 0.010 0.00051
173 30,016.26 360,195.12 5.6500 0.010 0.010 0.00051
30,378.83 364,545.96 5.7600
174 17,526.25 210,315.00 5.7600 0.010 0.010 0.00051
175 12,852.58 154,230.96 5.7600 0.010 0.010 0.00051
177 29,455.15 353,461.80 5.6550 0.010 0.010 0.00051
178 24,692.80 296,313.60 5.7600 0.010 0.010 0.00051
180 29,888.80 358,665.60 5.8800 0.010 0.010 0.00051
181 29,656.83 355,881.96 5.9000 0.010 0.010 0.00051
183 29,178.64 350,143.68 5.7500 0.010 0.010 0.00051
184 24,991.36 299,896.32 6.0200 0.010 0.010 0.00051
185 29,541.03 354,492.36 6.0900 0.010 0.010 0.00051
188 27,787.26 333,447.12 5.8700 0.010 0.010 0.00051
189 22,667.60 272,011.20 5.7600 0.010 0.010 0.00051
193 27,017.85 324,214.20 5.8900 0.010 0.010 0.00051
196 26,133.14 313,597.68 5.8600 0.010 0.010 0.00051
199 25,367.46 304,409.52 5.8500 0.010 0.010 0.00051
204 23,470.12 281,641.44 5.8000 0.010 0.010 0.00051
210 22,909.71 274,916.52 5.9300 0.010 0.010 0.00051
211 23,146.33 277,755.96 6.0500 0.010 0.010 0.00051
212 23,146.33 277,755.96 6.0500 0.010 0.010 0.00051
214 22,954.22 275,450.64 6.0700 0.010 0.010 0.00051
216 22,326.30 267,915.60 6.0600 0.010 0.010 0.00051
219 21,592.20 259,106.40 5.7500 0.010 0.010 0.00051
221 20,894.42 250,733.04 5.7000 0.010 0.010 0.00051
222 20,940.06 251,280.72 5.7200 0.010 0.010 0.00051
227 20,213.08 242,556.96 5.8400 0.010 0.010 0.00051
229 19,337.40 232,048.80 5.6500 0.010 0.010 0.00051
235 18,374.07 220,488.84 6.2000 0.010 0.010 0.00051
236 17,621.70 211,460.40 5.8100 0.010 0.010 0.00051
237 17,450.05 209,400.60 5.7200 0.010 0.010 0.00051
239 19,716.36 236,596.32 6.8750 0.010 0.010 0.00051
241 16,446.92 197,363.04 5.8100 0.010 0.010 0.00051
242 24,099.50 289,194.00 6.3100 0.010 0.010 0.00051
245 15,825.14 189,901.68 5.7900 0.010 0.010 0.00051
246 15,820.00 189,840.00 5.9600 0.010 0.010 0.00051
249 14,828.41 177,940.92 5.9000 0.010 0.010 0.00051
250 14,908.49 178,901.88 5.9500 0.010 0.010 0.00051
251 14,541.71 174,500.52 5.7200 0.010 0.010 0.00051
252 16,267.42 195,209.04 6.9000 0.010 0.010 0.00051
253 14,641.77 175,701.24 5.9700 0.010 0.010 0.00051
255 14,250.64 171,007.68 5.9100 0.010 0.010 0.00051
259 13,158.99 157,907.88 5.7700 0.010 0.010 0.00051
260 12,908.57 154,902.84 5.8000 0.010 0.010 0.00051
266 12,281.72 147,380.64 5.7700 0.010 0.010 0.00051
269 11,773.30 141,279.60 5.8300 0.010 0.010 0.00051
270 11,747.80 140,973.60 5.8100 0.010 0.010 0.00051
272 11,901.15 142,813.80 5.9300 0.010 0.010 0.00051
273 11,595.34 139,144.08 5.6900 0.010 0.010 0.00051
274 14,618.56 175,422.72 6.2500 0.010 0.010 0.00051
275 11,653.65 139,843.80 5.9700 0.010 0.010 0.00051
276 11,454.11 137,449.32 5.8100 0.010 0.010 0.00051
278 11,246.59 134,959.08 5.9300 0.010 0.010 0.00051
279 9,215.24 110,582.88 5.9600 0.010 0.010 0.00051
282 11,811.58 141,738.96 6.8750 0.010 0.010 0.00051
283 11,642.79 139,713.48 7.0000 0.010 0.010 0.00051
286 10,956.89 131,482.68 6.7750 0.010 0.010 0.00051
288 11,116.36 133,396.32 7.1250 0.010 0.010 0.00051
289 9,564.64 114,775.68 6.2100 0.010 0.010 0.00051
291 9,084.11 109,009.32 6.0940 0.010 0.010 0.00051
292 8,964.35 107,572.20 5.9700 0.010 0.010 0.00051
293 9,886.78 118,641.36 6.8750 0.010 0.010 0.00051
295 8,375.71 100,508.52 5.9800 0.010 0.010 0.00051
298 8,086.99 97,043.88 5.9920 0.010 0.010 0.00051
299 8,382.81 100,593.72 7.0000 0.010 0.010 0.00051
300 7,704.60 92,455.20 6.2600 0.010 0.010 0.00051
302 6,538.59 78,463.08 5.9200 0.010 0.010 0.00051
303 6,991.52 83,898.24 7.2000 0.010 0.010 0.00051
304 6,680.56 80,166.72 6.7500 0.010 0.010 0.00051
305 6,455.51 77,466.12 7.2000 0.010 0.010 0.00051
306 6,133.60 73,603.20 6.1200 0.010 0.010 0.00051
308 6,272.60 75,271.20 6.9250 0.010 0.010 0.00051
309 6,063.47 72,761.64 7.1250 0.010 0.010 0.00051
310 5,597.40 67,168.80 6.7500 0.010 0.010 0.00051
311 5,457.90 65,494.80 6.6750 0.010 0.010 0.00051
312 5,437.50 65,250.00 6.8750 0.010 0.010 0.00051
313 4,780.99 57,371.88 5.9700 0.010 0.010 0.00051
314 4,818.07 57,816.84 6.2200 0.010 0.010 0.00051
315 4,864.49 58,373.88 6.7500 0.010 0.010 0.00051
316 4,734.77 56,817.24 6.7500 0.010 0.010 0.00051
317 4,702.34 56,428.08 6.7500 0.010 0.010 0.00051
318 4,662.06 55,944.72 7.3750 0.010 0.010 0.00051
319 4,261.29 51,135.48 6.7500 0.010 0.010 0.00051
320 4,204.34 50,452.08 6.8750 0.010 0.010 0.00051
321 3,937.91 47,254.92 6.6250 0.010 0.010 0.00051
322 4,125.37 49,504.44 7.5000 0.010 0.010 0.00051
323 3,901.85 46,822.20 7.0250 0.010 0.010 0.00051
324 3,547.42 42,569.04 6.8750 0.010 0.010 0.00051
325 3,490.58 41,886.96 6.9000 0.010 0.010 0.00051
326 3,470.43 41,645.16 7.4250 0.010 0.010 0.00051
327 3,276.30 39,315.60 6.8500 0.010 0.010 0.00051
328 3,276.30 39,315.60 6.8500 0.010 0.010 0.00051
329 3,259.63 39,115.56 6.8000 0.010 0.010 0.00051
330 3,242.99 38,915.88 6.7500 0.010 0.010 0.00051
331 3,282.46 39,389.52 6.6750 0.010 0.010 0.00051
332 3,145.70 37,748.40 6.7500 0.010 0.010 0.00051
333 2,894.70 34,736.40 7.0250 0.010 0.010 0.00051
Net Monthly
Sub Servicin Admin. Mortgage Payment Maturity/ Amort
Loan # Fee Rate Fee % Rate % Accrual Type Term Date Rem. Term ARD Date Term
----------------------------------------------------------------------------------------------------------------------
3 0.02051 6.44949 Actual/360 120 8 120 3/8/2017 336
6 0.02051 5.44989 Actual/360 120 8 118 1/8/2017 0
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
6.11
6.12
6.13
6.14
6.15
8 0.02051 5.56249 Actual/360 120 8 118 1/8/2017 0
10 0.02051 5.44949 Actual/360 84 8 83 2/8/2014 0
12 0.02051 5.84949 Actual/360 120 8 117 12/8/2016 0
12.01
12.02
12.03
25 0.02051 5.58949 Actual/360 120 8 118 1/8/2017 360
28 0.02051 5.78949 Actual/360 60 8 59 2/8/2012 0
32 0.02051 5.73249 Actual/360 120 8 119 2/8/2017 360
37 0.02051 6.18949 Actual/360 120 8 118 1/8/2017 336
43 0.02051 6.18949 Actual/360 120 8 117 12/8/2016 360
45 0.02051 5.54949 Actual/360 120 8 118 1/8/2017 0
47 0.02051 5.81449 Actual/360 120 8 117 12/8/2016 0
48 0.02051 5.83249 Actual/360 120 8 120 3/8/2017 0
49 0.02051 5.99249 Actual/360 120 8 115 10/8/2016 360
51 0.02051 5.87949 Actual/360 120 8 119 2/8/2017 360
54 0.02051 5.82949 Actual/360 120 8 119 2/8/2017 360
55 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
56 0.02051 5.91949 Actual/360 120 8 119 2/8/2017 240
57 0.02051 5.68949 Actual/360 120 8 118 1/8/2017 0
57.01
57.02
58 0.02051 6.00949 Actual/360 120 8 119 2/8/2017 360
62 0.02051 5.51949 Actual/360 120 8 119 2/8/2017 0
66 0.02051 5.37949 Actual/360 120 8 118 1/8/2017 360
67 0.02051 6.25949 Actual/360 120 8 117 12/8/2016 360
69 0.02051 6.01049 Actual/360 120 8 118 1/8/2017 360
75 0.02051 5.80949 Actual/360 84 8 81 12/8/2013 360
78 0.02051 5.82949 Actual/360 120 8 118 1/8/2017 360
78.01
78.02
79 0.02051 5.75449 Actual/360 96 8 93 12/8/2014 0
Actual/360 Various 8 Various Various Various
81 0.02051 4.96949 Actual/360 98 8 98 5/8/2015 98
82 0.02051 4.96949 Actual/360 97 8 97 4/8/2015 97
85 0.02051 5.59949 Actual/360 120 8 119 2/8/2017 360
87 0.02051 5.67949 Actual/360 84 8 83 2/8/2014 360
88 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
89 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
90 0.02051 6.00949 Actual/360 120 8 119 2/8/2017 360
92 0.02051 5.79249 Actual/360 120 8 119 2/8/2017 360
96 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
99 0.02051 5.87949 Actual/360 120 8 119 2/8/2017 240
100 0.02051 5.50949 Actual/360 120 8 118 1/8/2017 360
107 0.02051 5.56949 Actual/360 120 8 116 11/8/2016 360
111 0.02051 5.54949 Actual/360 60 8 59 2/8/2012 0
112 0.0500 0.07051 5.73949 Actual/360 120 8 118 1/8/2017 360
119 0.02051 5.92949 Actual/360 120 8 118 1/8/2017 360
121 0.02051 5.87949 Actual/360 120 8 118 1/8/2017 360
121.01
121.02
122 0.02051 5.80949 Actual/360 120 8 118 1/8/2017 420
126 0.02051 6.37949 Actual/360 120 8 117 12/8/2016 360
128 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
129 0.02051 5.61949 Actual/360 120 8 118 1/8/2017 360
131 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
132 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
133 0.02051 6.03949 Actual/360 120 8 119 2/8/2017 360
134 0.02051 6.02949 Actual/360 120 8 117 12/8/2016 360
135 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
137 0.02051 5.67949 Actual/360 120 8 117 12/8/2016 360
138 0.02051 5.71449 Actual/360 120 8 117 12/8/2016 360
139 0.02051 5.91949 Actual/360 120 8 117 12/8/2016 360
140 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
141 0.02051 5.85949 Actual/360 120 8 117 12/8/2016 0
146 0.02051 5.69949 Actual/360 120 8 118 1/8/2017 360
149 0.02051 5.90449 Actual/360 120 8 119 2/8/2017 360
151 0.02051 6.00949 Actual/360 120 8 119 2/8/2017 360
152 0.02051 5.92949 Actual/360 120 8 118 1/8/2017 360
153 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
154 0.02051 5.49949 Actual/360 120 8 118 1/8/2017 0
156 0.02051 5.85949 Actual/360 120 8 117 12/8/2016 360
158 0.02051 5.42949 Actual/360 120 8 117 12/8/2016 360
160 0.02051 6.30949 Actual/360 120 8 118 1/8/2017 360
162 0.02051 5.54949 Actual/360 120 8 118 1/8/2017 360
163 0.02051 5.64949 Actual/360 120 8 118 1/8/2017 420
165 0.02051 5.83949 Actual/360 120 8 118 1/8/2017 360
167 0.02051 6.27449 Actual/360 120 8 116 11/8/2016 300
169 0.02051 5.90949 Actual/360 120 8 118 1/8/2017 0
171 0.02051 6.16949 Actual/360 120 8 117 12/8/2016 360
172 0.02051 5.97149 Actual/360 120 8 119 2/8/2017 360
173 0.02051 5.62949 Actual/360 120 8 119 2/8/2017 360
Actual/360 120 8 117 12/8/2016 360
174 0.02051 5.73949 Actual/360 120 8 117 12/8/2016 360
175 0.02051 5.73949 Actual/360 120 8 117 12/8/2016 360
177 0.02051 5.63449 Actual/360 120 8 117 12/8/2016 360
178 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
180 0.02051 5.85949 Actual/360 120 8 117 12/8/2016 360
181 0.02051 5.87949 Actual/360 120 8 119 2/8/2017 360
183 0.02051 5.72949 Actual/360 120 8 118 1/8/2017 360
184 0.02051 5.99949 Actual/360 60 8 58 1/8/2012 0
185 0.02051 6.06949 Actual/360 120 8 119 2/8/2017 360
188 0.02051 5.84949 Actual/360 120 8 118 1/8/2017 360
189 0.0200 0.04051 5.71949 Actual/360 120 1 117 12/1/2016 0
193 0.02051 5.86949 Actual/360 120 8 119 2/8/2017 360
196 0.02051 5.83949 Actual/360 120 8 118 1/8/2017 360
199 0.02051 5.82949 Actual/360 120 8 118 1/8/2017 360
204 0.02051 5.77949 Actual/360 120 8 117 12/8/2016 360
210 0.02051 5.90949 Actual/360 120 8 117 12/8/2016 360
211 0.02051 6.02949 Actual/360 120 8 117 12/8/2016 360
212 0.02051 6.02949 Actual/360 120 8 117 12/8/2016 360
214 0.0400 0.06051 6.00949 Actual/360 60 8 57 12/8/2011 360
216 0.02051 6.03949 Actual/360 120 8 119 2/8/2017 360
219 0.02051 5.72949 Actual/360 60 8 57 12/8/2011 360
221 0.02051 5.67949 Actual/360 120 8 117 12/8/2016 360
222 0.02051 5.69949 Actual/360 120 8 119 2/8/2017 360
227 0.02051 5.81949 Actual/360 120 8 118 1/8/2017 360
229 0.02051 5.62949 Actual/360 120 8 117 12/8/2016 360
235 0.02051 6.17949 Actual/360 120 8 118 1/8/2017 360
236 0.02051 5.78949 Actual/360 120 8 117 12/8/2016 360
237 0.02051 5.69949 Actual/360 120 8 117 12/8/2016 360
239 0.02051 6.85449 Actual/360 360 1 352 7/1/2036 324
241 0.02051 5.78949 Actual/360 120 8 117 12/8/2016 360
242 0.02051 6.28949 Actual/360 120 8 118 1/8/2017 180
245 0.02051 5.76949 Actual/360 120 8 118 1/8/2017 360
246 0.02051 5.93949 Actual/360 120 8 117 12/8/2016 360
249 0.02051 5.87949 Actual/360 120 8 119 2/8/2017 360
250 0.02051 5.92949 Actual/360 120 8 117 12/8/2016 360
251 0.02051 5.69949 Actual/360 120 8 117 12/8/2016 360
252 0.02051 6.87949 Actual/360 360 1 352 7/1/2036 360
253 0.02051 5.94949 Actual/360 120 8 118 1/8/2017 360
255 0.02051 5.88949 Actual/360 120 8 118 1/8/2017 360
259 0.02051 5.74949 Actual/360 120 8 117 12/8/2016 360
260 0.02051 5.77949 Actual/360 120 8 118 1/8/2017 360
266 0.02051 5.74949 Actual/360 120 8 117 12/8/2016 360
269 0.02051 5.80949 Actual/360 120 8 118 1/8/2017 360
270 0.02051 5.78949 Actual/360 120 8 117 12/8/2016 360
272 0.02051 5.90949 Actual/360 120 8 117 12/8/2016 360
273 0.02051 5.66949 Actual/360 120 8 117 12/8/2016 360
274 0.02051 6.22949 Actual/360 120 8 118 1/8/2017 240
275 0.02051 5.94949 Actual/360 120 8 118 1/8/2017 360
276 0.02051 5.78949 Actual/360 120 8 117 12/8/2016 360
278 0.02051 5.90949 Actual/360 120 8 117 12/8/2016 360
279 0.02051 5.93949 Actual/360 120 8 117 12/8/2016 0
282 0.02051 6.85449 Actual/360 360 1 351 6/1/2036 360
283 0.02051 6.97949 Actual/360 180 1 173 8/1/2021 360
286 0.02051 6.75449 Actual/360 360 1 352 7/1/2036 360
288 0.02051 7.10449 Actual/360 180 1 172 7/1/2021 360
289 0.02051 6.18949 Actual/360 120 8 119 2/8/2017 360
291 0.02051 6.07349 Actual/360 120 8 118 1/8/2017 360
292 0.02051 5.94949 Actual/360 120 8 118 1/8/2017 360
293 0.02051 6.85449 Actual/360 360 1 351 6/1/2036 360
295 0.02051 5.95949 Actual/360 120 8 117 12/8/2016 360
298 0.02051 5.97149 Actual/360 120 8 116 11/8/2016 360
299 0.02051 6.97949 Actual/360 360 1 351 6/1/2036 360
300 0.02051 6.23949 Actual/360 120 8 118 1/8/2017 360
302 0.02051 5.89949 Actual/360 120 8 116 11/8/2016 360
303 0.02051 7.17949 Actual/360 360 1 353 8/1/2036 360
304 0.02051 6.72949 Actual/360 360 1 352 7/1/2036 360
305 0.02051 7.17949 Actual/360 360 1 353 8/1/2036 480
306 0.02051 6.09949 Actual/360 120 8 116 11/8/2016 360
308 0.02051 6.90449 Actual/360 360 1 353 8/1/2036 360
309 0.02051 7.10449 Actual/360 180 1 172 7/1/2021 360
310 0.02051 6.72949 Actual/360 360 1 351 6/1/2036 360
311 0.02051 6.65449 Actual/360 360 1 353 8/1/2036 360
312 0.02051 6.85449 Actual/360 360 1 351 6/1/2036 324
313 0.02051 5.94949 Actual/360 120 8 118 1/8/2017 360
314 0.02051 6.19949 Actual/360 120 8 118 1/8/2017 360
315 0.02051 6.72949 Actual/360 360 1 353 8/1/2036 360
316 0.02051 6.72949 Actual/360 360 1 352 7/1/2036 360
317 0.02051 6.72949 Actual/360 360 1 352 7/1/2036 360
318 0.02051 7.35449 Actual/360 180 1 173 8/1/2021 360
319 0.02051 6.72949 Actual/360 360 1 352 7/1/2036 360
320 0.02051 6.85449 Actual/360 360 1 353 8/1/2036 360
321 0.02051 6.60449 Actual/360 360 1 352 7/1/2036 360
322 0.02051 7.47949 Actual/360 180 1 172 7/1/2021 360
323 0.02051 7.00449 Actual/360 360 1 353 8/1/2036 360
324 0.02051 6.85449 Actual/360 360 1 353 8/1/2036 360
325 0.02051 6.87949 Actual/360 360 1 353 8/1/2036 360
326 0.02051 7.40449 Actual/360 360 1 353 8/1/2036 360
327 0.02051 6.82949 Actual/360 360 1 352 7/1/2036 360
328 0.02051 6.82949 Actual/360 360 1 352 7/1/2036 360
329 0.02051 6.77949 Actual/360 360 1 352 7/1/2036 360
330 0.02051 6.72949 Actual/360 360 1 351 6/1/2036 360
331 0.02051 6.65449 Actual/360 333 1 326 5/1/2034 333
332 0.02051 6.72949 Actual/360 360 1 351 6/1/2036 360
333 0.02051 7.00449 Actual/360 360 1 352 7/1/2036 360
ARD
Loan # Rem. Amort Title Type ARD Loan Step Up
---------------------------------------------------------------------------------------------------------------
3 336 Fee
6 0 Fee
6.01 Fee
6.02 Fee
6.03 Fee
6.04 Fee
6.05 Fee
6.06 Fee
6.07 Fee
6.08 Fee
6.09 Fee
6.1 Fee
6.11 Fee
6.12 Fee
6.13 Fee
6.14 Fee
6.15 Fee
8 0 Leasehold
10 0 Fee
12 0 Fee
12.01 Fee
12.02 Fee
12.03 Fee
25 360 Fee
28 0 Fee/Leasehold
32 360 Fee
37 334 Fee/Leasehold
43 360 Fee
45 0 Fee
47 0 Fee
48 0 Fee
49 360 Fee
00 000 Xxx
00 000 Fee
55 0 Fee
56 239 Fee/Leasehold
57 0 Fee
57.01 Fee
57.02 Fee
58 360 Fee
00 0 Xxx
00 000 Fee
00 000 Xxx
00 000 Fee
75 360 Fee
78 358 Fee
78.01 Fee
78.02 Fee
79 0 Fee
Various Fee/Leasehold
81 98 Fee/Leasehold
82 97 Fee/Leasehold
85 360 Leasehold
87 360 Fee
88 0 Fee
89 0 Fee
00 000 Xxx
00 000 Fee
96 0 Fee
00 000 Xxx
000 000 Fee
107 360 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
121.01 Fee
121.02 Fee
122 420 Fee
126 360 Leasehold
000 0 Xxx
000 000 Fee
131 0 Fee
000 0 Xxx
000 000 Fee
134 357 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
140 0 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
152 360 Leasehold
153 0 Fee
000 0 Xxx
000 000 Fee
158 360 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
167 296 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
357 Fee
174 357 Fee
000 000 Xxx
000 000 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 0 Xxx
000 000 Fee
188 358 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
239 324 Fee Hybrid
241 357 Fee
242 178 Fee
000 000 Xxx
000 000 Fee
249 359 Fee
000 000 Xxx
000 000 Fee
252 352 Fee Hybrid
253 360 Fee
255 358 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
278 360 Fee
000 0 Xxx
000 000 Fee Hybrid
283 353 Fee Hybrid
286 352 Fee Hybrid
288 352 Fee Hybrid
289 359 Fee
000 000 Xxx
000 000 Fee
293 351 Fee Hybrid
295 360 Fee
298 360 Fee
299 351 Fee Hybrid
300 358 Fee
302 360 Fee
303 353 Fee Hybrid
304 352 Fee Hybrid
305 473 Fee Hybrid
306 360 Fee
308 353 Fee Hybrid
309 352 Fee Hybrid
310 351 Fee Hybrid
311 353 Fee Hybrid
312 324 Fee Hybrid
313 358 Fee
314 358 Fee
315 353 Fee Hybrid
316 352 Fee Hybrid
317 352 Fee Hybrid
318 353 Fee Hybrid
319 352 Fee Hybrid
320 353 Fee Hybrid
321 352 Fee Hybrid
322 352 Fee Hybrid
323 353 Fee Hybrid
324 353 Fee Hybrid
325 353 Fee Hybrid
326 353 Fee Hybrid
327 352 Fee Hybrid
328 352 Fee Hybrid
329 352 Fee Hybrid
330 351 Fee Hybrid
331 326 Fee Hybrid
332 351 Fee Hybrid
333 352 Fee Hybrid
Partial
Environmental Cross Cross Defeasance Letter of Lockbox
Loan # Insurance Defaulted Collateralized Allowed Credit Type
-------------------------------------------------------------------------------------------------------------------------
3 No Hard
6 No Yes Hard
6.01 No
6.02 No
6.03 No
6.04 No
6.05 No
6.06 No
6.07 No
6.08 No
6.09 No
6.1 No
6.11 No
6.12 No
6.13 No
6.14 No
6.15 Xx
0 Xx 0
00 Xx Xxxx
00 Xx Yes
12.01 No
12.02 No
12.03 No
25 No Soft
28 No Yes Hard
32 No Hard
37 No
43 No Yes Yes Hard
45 No None at Closing, Springing Hard
47 No
48 No Hard
49 No Soft
51 Xx
00 Xx Xxxx
00 Xx
00 Xx Yes Hard
57 No Yes Soft
57.01 No
57.02 No
58 No Hard
62 No
66 No
67 No Hard
69 No Yes Hard
75 No Hard
78 No Yes
78.01 No
78.02 No
79 No
No Yes Yes Yes Hard
81 No Yes Yes Yes Hard
82 No Yes Yes Yes Hard
85 No
87 Xx
00 Xx
00 Xx
00 Xx
00 Xx Hard
96 Xx
00 Xx
000 Xx
000 Xx Soft
111 No Hard
112 No
119 No
121 No Yes
121.01 No
121.02 Xx
000 Xx
000 Xx Xxxx
000 Xx
129 No
131 No
132 Xx
000 Xx
000 Xx
000 Xx
000 Xx Hard
138 No
139 No
140 No
141 No Hard
146 No Hard
149 No
151 No
152 No Hard
153 No
154 No
156 No
158 No
160 Xx
000 Xx
000 Xx
000 Xx
000 Xx Hard
169 Xx
000 Xx
000 Xx
000 Xx
No Yes Yes
174 No Yes Yes
175 No Yes Yes
177 No Yes
178 No
180 No Hard
181 No
183 No
184 No
185 No
188 Xx
000 Xx
000 Xx
000 Xx
000 Xx Hard
204 No
210 No
211 No
212 No
214 No
216 No None at Closing, Springing Hard
219 No
221 No
222 Xx
000 Xx
000 Xx
000 Xx
000 Xx Hard
237 No
239 No
241 No Hard
242 No
245 No
246 No
249 No
250 No
251 No
252 No
253 No
255 No
259 No
260 No
266 No
269 No
270 No
272 Xx
000 Xx
000 Xx
000 Xx
000 Xx Hard
278 No
279 No
282 No
283 No
286 No
288 No
289 No
291 No
292 No
293 No
295 No
298 No
299 No
300 No
302 No
303 No
304 No
305 No
306 No
308 No
309 No
310 Xx
000 Xx
000 Xx
000 Xx
000 Xx Soft
315 No
316 No
317 No
318 No
319 No
320 No
321 No
322 No
323 No
324 No
325 No
326 No
327 No
328 No
329 No
330 No
331 No
332 No
333 No
Upfront Upfront Upfront Upfront Upfront Upfront Monthly
Holdback Engineering Capex TI/LC RE Tax Ins. Other Capex
Loan # Amount Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($)
--------------------------------------------------------------------------------------------------------------------------
3 516,571 230,460 38,750
6 1,700,000 700,000 1,400,000 55,000 1,580,000
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
6.11
6.12
6.13
6.14
6.15
8
10 207,322 87,353 6,153
12 323,208 363,165 36,730 5,057,000 5,349
12.01
12.02
12.03
25 250,000 405,000 176,131 80,967
28 207,707 25,257
32
37 278,958
43 735,000 84,056 192,667 1,989
45
47 47,500 8,167
48 3,750 30,888 18,532 2,864,480 1,587
49
51 17,191 63,027 10,146
54 22,000 8,600 22,000 5,153.13
55 10,496
56 4,000 2,200
57 173,500 15,379 8,731 7,417
57.01
57.02
58 67,951 14,639 22,500 13,700
62 102,678 260,750 7,914
66 116,592
67 550,000 556,648 1,641
69 500,000
75 160,051 8,242 1,806,375
78 110,000 193,382 750,000 7,375
78.01
78.02
79 500,000 71,360 8,660 1,712
81
82
85
87 16,813 33,000 4,130
88 46,598
89 34,439
90 32,262 7,021 75,500 10,361
92 250,000 771 1,274
96 35,216
99 37,500 136,535 64,116
100 12,500 30,839 18,668 4,625 4,410
107 12,775 85,000 13,250 3,400
111 133,125 79,856 25,904 1,054,810 1,676
112 36,000 200,000 21,745 1,608 500,000 1,491
119 53,738 5,812 1,000,000 1,111
121 274,375 8,333 140,521 1,132
121.01
121.02
122 33,393 4,574 317
126 25,000 200,000 31,625 2,445 876
128 20,876
129 45,000 100,000 23,336 27,557 484,783 1,845
131 28,889
132 21,039
133 29,989 11,830 137,250 9,594
134 7,508
135 20,190
137 20,393 12,310 1,006
138 80,000 6,500 147
139 8,156 3,294 200,000 11,999
140 22,783
141
146
149 64,614 3,266 2,833
151 13,289 6,979 62,500 8,380
152 20,537 1,500,000 965
153 14,891
154
156 5,000 18,276 6,315
158 3,301 2,000
160 19,072 12,315 300,000 378
162 4,500 17,863 5,393 723
163 29,974 4,881
165 8,126
167 17,000 11,718
169
171 571 3,331 16,844 5,302 285
172 50,000 35,700 9,237 50,000 2,964
173 8,418 986 200,000
5,000 7,465 6,091 2,466
174 3,531 3,028 1,208
175 5,000 3,934 3,063 1,258
177 11,264 114,000 10,500 200,000 263
178 16,381
180 7,845 18,000 6,153
181 11,816 4,898 650,000 210
183 13,819 5,998 712
184 32,522 3,390
185 21,639 2,655 375
188 12,642 3,125 459
189 18,086
193 3,153
196 27,257 2,442 282
199 22,890 102,033 833
204 13,688 100,000 17,516 31,749
210 12,108 7,997 559,855 242
211 2,671
212 2,689
214 15,619 50,000 2,095 26,438 969
216
219 16,199 3,328 530
221 5,172 13,048 104,228
222 14,547 2,073
227 366 1,466 7,767 5,386 430,000 183
229 18,250 188,000 18,126 9,199 30,000 2,633
235 11,100 446 2,500 37,698 5,815 446
236 187 93
237 38,206 6,511 2,471 100,000 2,604
239 1,434
241 187 93
242 8,162 3,483
245 7,250 1,325
246 3,497 9,596 617
249 19,782 3,358 526
250 8,050 4,320 952 183
251 5,349 532
252 19,482 1,710
253 15,153 4,203 667
255 938 9,929 8,546 1,563
259 10,180 6,982 501
260 50,000 4,873 8,500 193
266 10,839 2,115 500
269 4,944 593 28,548 127
270 10,763 391 154
272
273 327
274 6,217 2,983
275 8,995 3,900 266
276 187 93
278 155
279 1,824
282 10,007 1,497
283 26,697 659
286 14,317 1,397
288
289 23,275 24,524 1,021
291 1,950 9,753 15,916 201 81
292 9,849 1,924 222
293 5,144 951
295 3,951 485 14,380 63
298 12,000 2,471 319 67,500 107
299 20,311 1,833
300 50,000 3,349 1,973 52
302 25,000 2,259 784 43
303 4,780
304 2,580 1,146
305 10,808 917
306 1,296 15,680 1,149 648
308 8,516 1,913
309 14,614 455
310 3,954 732
311 9,486 577
312 3,084 1,230
313 25,000 7,905 370 51
314 908 631
315 4,375 517
316 7,039 1,933
317 1,519 711
318 7,326 482
319 17,617 1,558
320 5,919 4,728
321 7,907 769
322 5,583 246
323 6,708 555
324 1,300
325 8,276 5,538
326 9,583 3,203
327 4,567 633
328 7,187 1,696
329 2,898 231
330 1,787 501
331
332 731 435
333
Monthly Monthly Monthly Monthly Monthly Monthly
Capex TI/LC TI/LC RE Tax Ins. Other
Loan # Reserve Cap ($) Reserve ($) Reserve Cap ($) Reserve ($) Reserve ($) Reserve ($)
---------------------------------------------------------------------------------------------------------
3 129,143 18,614
6 13,882 107,490 5,338
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
6.11
6.12
6.13
6.14
6.15
8
10 15,417 450,000 69,107 43,677
12 192,564 35,654 1,283,544 72,633 11,257
12.01
12.02
12.03
25 250,000 405,000 58,710 8,097
28 41,541 4,102
32
37 54,167
43 95,482 750,000 28,019 2,064
45
47 56,537 7,079
48 15,444 3,089
49
51 243,500 17,191 7,003
54 3,147 541,706 11,000 4,300
55 2,642
56 52,800 1,904 3,451
57 15,379 8,731
57.01
57.02
58 16,988 7,320
62 22,702 3,957
66 37,732 3,107
67 78,770 550,000 18,376 2,139
69
75 26,675 8,242
78 265,500 38,676 6,604
78.01
78.02
79 18,660 1,237
81
82
85 1,656 59,633
87 10,736 3,886
88 11,650
89 5,740
90 8,066 3,511
92 61,159 13,750 580,000 24,085 771
96 8,804
99 17,067 12,823
100 6,968 15,420 1,556
107 20,129 3,331
111 26,619 2,878
112 36,000 10,873 804
119 26,700 10,475 1,453
121 19,889 1,302
121.01
121.02
122 2,112 76,041 653 5,566
126 31,512 7,063 254,253 10,752 1,223
128 3,479
129 9,226 7,779 2,756
131 7,222
132 5,260
133 7,497 5,915
134 7,508
135 3,365
137 3,180 10,197 6,155
138 5,286 2,526 120,000 19,978 588
139 8,156 3,294
140 5,696
141
146
149 16,154 2,516
151 4,430 3,490
152 34,742 4,060 243,615 5,212 3,547
153 2,482
154
156 6,092 631
158 48,000 7,120 3,301
160 634 3,179 2,463
162 2,894 104,167 5,954 899
163 4,996 610
165 5,725
167 421,830 7,459 2,268
169
171 1,665 8,422 2,651
172 140,000 1,934 69,588 5,950 924
173 4,209 493
88,764 3,733 870
174 43,494 1,765 433
175 45,270 1,967 438
177 2,631 28,481 949
178 2,730
180 7,845 1,773
181 1,365 76,000 11,816 1,244
183 25,650 3,455 545
184 5,420 424
185 13,500 10,820 664
188 22,016 2,712 97,644 4,214 625
189 3,014
193 1,051
196 939 5,451 1,221
199 3,611 11,445 12,754
204 4,590 8,758 4,536
210 808 60,000 6,054 1,333
211 2,671
212 2,689
214 2,000 100,000 1,048
216
219 5,400 555
221 900 2,586 1,631
222 4,849 691
227 6,500 733 30,000 3,883 1,077
229 9,063 1,150
235 16,055 2,500 90,000 5,218 478
236
237 93,750 3,256 917
239 2,000 717
241
242 4,081 498
245 3,625 662
246 1,749 1,371
249 18,940 1,710 41,036 3,297 526
250 10,000 457 40,000 2,160 476
251 5,349 532
252 3,247 855
253 1,894 701
255 3,310 1,709
259 5,090 776
260 2,437 944
266 18,000 3,351 353
269 4,500 634 40,000 2,472 296
270 769 45,000 1,538 196
272 1,667 60,000
273
274 3,108 746
275 15,980 1,394 2,249 390
276
278 9,286
279 2,749 912
282 2,502 749
283 3,814 330
286 2,386 698
288
289 36,756 3,953 760
291 406 1,326 101
292 13,310 1,485 2,462 192
293 1,715 476
295 626 38,000 1,975 242
298 824 64
299 5,078 917
300 346 50,000 670 247
302 1,129 392
303 2,390
304 1,290 382
305 1,544 458
306 38,880 2,138 575
308 1,217 273
309 2,088 228
310 791 366
311 1,355 288
312 771 615
313 170 25,000 988 185
314 396 908 315
315 625 259
316 1,173 276
317 253 142
318 1,832 241
319 1,762 779
320 1,480 788
321 1,318 384
322 558 123
323 958 278
324 1,300
325 1,182 462
326 1,198 641
327 761 316
328 1,198 848
329 483 116
330 357 250
331
332 146 218
333
Xxxxx Xxxxx
Loan # Period - Late Period - Default
-----------------------------------------------------------------------
3 5 0
6 0 (5 days for first late payment) 0
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
6.11
6.12
6.13
6.14
6.15
8 0 0
10 0 0
12 0 0
12.01
12.02
12.03
25 0 0
28 0 0
32 0 0
37 0 0
43 0 0
45 0 0
47 0 0
48 0 0
49 0 0
51 0 0
54 0 0
55 7 5
56 0 0
57 0 0
57.01
57.02
58 0 0
62 0 0
66 0 0
67 10 0
69 0 0
75 0 0
78 0 0
78.01
78.02
79 0 0
0 0
81 0 0
82 0 0
85 0 0
87 0 0
88 7 5
89 7 5
90 0 0
92 10 0
96 7 5
99 0 0
100 0 (5 days once every 12 months) 0
107 0 0
111 0 0
112 0 0
119 0 0
121 0 0
121.01
121.02
122 0 0
126 0 0
128 7 5
129 0 0
131 7 5
132 7 5
133 0 0
134 0 0
135 7 5
137 0 0
138 0 0
139 0 0
140 7 5
141 0 0
146 0 0
149 0 0
151 0 0
152 0 0
153 7 5
154 0 0
156 0 0
158 10 0
160 0 0
162 0 0
163 0 0
165 15 0
167 0 0
169 0 0
171 0 0
172 0 0
173 0 0
0 0
174 0 0
175 0 0
177 0 0
178 7 5
180 10 0
181 0 0
183 0 0
184 0 0
185 0 0
188 0 0
189 7 5
193 0 0
196 0 0
199 0 0
204 0 0
210 0 0
211 0 0
212 0 0
214 0 0
216 0 0
219 0 0
221 0 0
222 0 0
227 0 0
229 0 0
235 0 0
236 0 0
237 0 0
239 10 30
241 0 0
242 0 0
245 0 0
246 0 0
249 0 0
250 0 0
251 0 0
252 10 30
253 0 0
255 0 0
259 0 0
260 0 0
266 0 0
269 0 0
270 0 0
272 0 0
273 0 0
274 0 0
275 0 0
276 0 0
278 0 0
279 0 0
282 10 30
283 10 30
286 10 30
288 10 30
289 0 0
291 0 0
292 0 0
293 10 30
295 0 0
298 0 0
299 10 30
300 0 0
302 0 0
303 10 30
304 10 30
305 10 30
306 0 0
308 10 30
309 10 30
310 10 30
311 10 30
312 10 30
313 0 0
314 0 0
315 10 30
316 10 30
317 10 30
318 10 30
319 10 30
320 10 30
321 10 30
322 10 30
323 10 30
324 10 30
325 10 30
326 10 30
327 10 30
328 10 30
329 10 30
330 10 30
331 10 30
332 10 30
333 10 30
