EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of July 31, 2007
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of August 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital
Markets, Inc. and Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") as
master servicers (each, in such capacity, a "Master Servicer"), Centerline
Servicing Inc. as special servicer (the "Special Servicer"), U.S. Bank National
Association as trustee (the "Trustee"), Xxxxx Fargo as certificate administrator
and LaSalle Bank National Association as custodian (in such capacities, the
"Certificate Administrator" and "Custodian", respectively). 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 July 31, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Xxxxxxx, Sachs & Co. ("Xxxxxxx Xxxxx") and Xxxxxx Xxxxxxx & Co. Incorporated
("Xxxxxx Xxxxxxx"; Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx,
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 July 31, 2007 (the "Certificate Purchase Agreement"),
with Xxxxxxx Xxxxx (in such capacity, the "Initial Purchaser"), whereby the
Purchaser will sell to the Initial Purchaser 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 $1,768,411,742 (the "MLML Mortgage Loan
Balance") (subject to a variance of plus or minus
5.0%) as of the close of business on the Cut-off Date, after giving effect to
any payments due on or before such date, whether or not such payments are
received. The MLML Mortgage Loan Balance, together with the aggregate principal
balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect
to any payments due on or before such date, whether or not such payments are
received), is expected to equal an aggregate principal balance of $4,050,224,261
(subject to a variance of plus or minus 5%). The purchase and sale of the
Mortgage Loans shall take place on August 16, 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) 97.8331% of the MLML Mortgage Loan Balance as of the Cut-off Date,
plus (ii) $4,462,309.11, which amount represents the amount of interest accrued
on the MLML Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration may be subsequently adjusted pursuant to the Letter
Agreement referred to below.
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 (without regard to any adjustment thereto
pursuant to the Letter Agreement) and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, the sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
The Seller hereby covenants and agrees that the sale of the Mortgage Loans
by the Seller is not subject to, and shall not be limited by, the letter
agreement (the "Letter Agreement") entered into by the Seller and Xxxxxxx Xxxxx
with respect to certain classes of the Certificates, and that the Seller shall
have no claim against the Mortgage Loans as a result of its entering into the
Letter 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.
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(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Serviced Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the
subject Mortgage Loan, including any power of attorney related to the
execution thereof (or a lost note affidavit and indemnity with a copy of
such Mortgage Note attached thereto), together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of U.S. Bank National Association, as Trustee for
the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2007-C1, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1, 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 or, in the case of a MERS Mortgage Loan (as
defined below), an original or a copy of the Mortgage, together with any
and all intervening assignments thereof, in each case (unless not yet
returned by the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recording office, with
language noting the presence of the MIN (as defined below) of such
Mortgage Loan and language indicating that such Mortgage Loan is a MERS
Mortgage Loan;
(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 or, in the case of a MERS Mortgage Loan, an
original or copy of any related Assignment of Leases (if such item is a
document separate from the Mortgage), together with any and all
intervening assignments thereof, in each case with evidence of recording
indicated thereon or certified by the applicable recording office, with
language noting the presence of the MIN of such Mortgage Loan and language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(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
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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 U.S. Bank National Association, as
Trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1
(or, in the case of a Loan Combination, in favor of U.S. Bank National
Association, as Trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, and in its capacity as lead lender on behalf of the
holder(s) of the related Non-Trust Loan(s)), or in blank or, in the case
of a MERS Mortgage Loan, evidence from MERS indicating the Trustee's
ownership of such Mortgage Loan on the MERS(R) System and the Trustee as
the beneficiary of the assignment(s) of (x) the Mortgage, (y) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (z) any other recorded document relating to such Mortgage
Loan otherwise included in the Mortgage File;
(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 U.S. Bank National Association, as
Trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1
(or, in the case of a Loan Combination, in favor of U.S. Bank National
Association, as Trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, and in its capacity as lead lender on behalf of the
holder(s) of the related Non-Trust Loan(s)), or in blank or, in the case
of a MERS Mortgage Loan (to the extent not already evidenced pursuant to
clause (iv) above), evidence from MERS indicating the Trustee's ownership
of the Mortgage Loan on the MERS(R) System and the Trustee as beneficiary
of the assignment(s) of unrecorded documents related to the Mortgage Loan;
(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 U.S. Bank National Association, as
Trustee for the
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registered holders of Xxxxxxx Xxxxx Mortgage Trust 2007-C1, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1, as assignee (or, in
the case of a Loan Combination, in favor of U.S. Bank National
Association, as Trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, and in its capacity as lead lender on behalf of the holder
of the related Non-Trust Loan(s)), or in blank or, in the case of a MERS
Mortgage Loan, evidence from MERS indicating the Trustee's ownership of
such Mortgage Loan on the MERS(R) System and the Trustee as the
beneficiary of any effective UCC Financing Statement in favor of the
Seller on record with the applicable public office for UCC Financing
Statements;
(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
Custodian, but rather to the applicable Master Servicer), in each case
relating to the subject Mortgage Loan;
(xii) with respect to a Mortgage Loan secured by a
hospitality property, a signed copy of any franchise agreement and/or
franchisor comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan
Combination, an original or a copy of the related Loan Combination
Co-Lender Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
For purposes of this Section 2(c):
"MERS" means Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.
"MERS Mortgage Loan" means any Mortgage Loan registered with MERS on
the MERS(R) System, as to which MERS is acting as mortgagee, solely as nominee
for the Seller and its successors and assigns, which Mortgage Loans are
identified on Schedule III hereto.
"MERS(R) System" means the system of recording transfers of
mortgages electronically maintained by MERS.
"MIN" means the mortgage identification number on the MERS(R) System
for any MERS Mortgage Loan.
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(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Custodian) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Custodian following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Custodian following filing; provided that, in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and
Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Custodian in connection with any such recording, filing or delivery
performed by the Custodian at the Seller's request and the fees of the
Recording/Filing Agent.
If, on the Closing Date as to any MERS Mortgage Loan, the Seller
does not deliver written evidence of the Trustee's ownership of such Mortgage
Loan on the MERS(R) System showing the Trustee as a beneficiary of the
assignment referred to in each of clause (iv) and (v) of the definition of
"Mortgage File" or the UCC Financing Statements referred to in clause (viii) of
the definition of "Mortgage File", the Seller may satisfy the delivery
requirements of this Agreement and Section 2.01(b) of the Pooling and Servicing
Agreement by delivering such evidence of ownership within 90 days following the
Closing Date; provided that, during such time, the Seller shall execute any
documents requested by the Master Servicer or the Special Servicer with respect
to such MERS Mortgage Loan that, in the reasonable discretion of the Master
Servicer or the Special Servicer (exercised in accordance with the Servicing
Standard), are necessary to evidence the Trustee's ownership of, or are
otherwise required for an immediate servicing need with respect to, such
Mortgage Loan.
(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 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
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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.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
the Seller has taken all necessary 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 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
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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
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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,
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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; and provided,
further, that no Document Defect (other than with respect to the Specially
Designated Mortgage Loan Documents) shall be considered to materially and
adversely affect the interests of the Certificateholders or the value of the
related Mortgage Loan unless the document with respect to which the Document
Defect exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any Mortgagor or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien or any collateral
securing the Mortgage Loan or for any immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to 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
10
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 or Breach as set forth in this Section
3). The delivery of a commitment to issue a policy of lender's title insurance
as described in representation 8 set forth on Schedule I hereto in lieu of the
delivery of the actual policy of lender's title insurance shall not be
considered a Document Defect or Breach with respect to any Mortgage File if such
actual policy of insurance is delivered to the Custodian not later than the
180th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the 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
11
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
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and the applicable Master Servicer, respectively, (i) the Trustee shall be
required to execute and deliver such endorsements and assignments as are
provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee (on 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.
(f) If, upon any payment in full with respect to any MERS Mortgage
Loan, none of the Trustee, the Master Servicer or any Sub-Servicer of such
Mortgage Loan is registered with MERS and is unable to reflect the release of
the related Mortgage on the MERS(R) System, the Seller shall take all necessary
action to reflect the release of such Mortgage on the MERS(R) System and shall
take such other actions as are necessary to enable the Master Servicer and the
Trustee to comply with the provisions of Section 3.10 of the Pooling and
Servicing Agreement and any other provisions relating to the release of the
Mortgage Loan or the related Mortgage File.
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:
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(a) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and the
Purchaser has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this Agreement
will not (A) violate the Purchaser's articles of incorporation or bylaws, (B)
violate any law or regulation or any administrative decree or order to which it
is subject or (C) constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
14
(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 Xxxxxxx Xxxxxxxx & 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 such 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
15
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of July 31, 2007,
among the Seller, General Electric Capital Corporation, LaSalle Bank National
Association, Xxxxx Fargo Bank, National Association, the Purchaser, the
Underwriters and the Initial Purchaser.
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, the
"Servicing Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchaser may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, 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 Purchaser 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 (when read together with the free writing prospectus distributed by
e-mail to potential investors in the Certificates on July 27, 2007 and attached
hereto as Exhibit A), 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
16
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 the Free Writing Prospectus shall
consist of Annex A-1 to the 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-1
(YM Footnotes) to the Free Writing Prospectus, entitled "Yield Maintenance
Formulas" (insofar as the information contained in Annex A-1 (YM Footnotes)
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the
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 B to the 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 the Free Writing Prospectus, entitled
"Preliminary Structural and Collateral Term Sheet" (insofar as the information
contained in Annex C relates to the Mortgage Loans sold by the Seller
hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as
such CD-ROM is consistent with Annex X-0, Xxxxx X-0 and/or Annex B (only insofar
as the information contained therein relates to the Mortgage Loans sold by the
Seller hereunder)), and the following sections of the Free Writing Prospectus
(only to the extent that any such information relates to the Seller (solely in
its capacity as a seller, sponsor or originator of the Mortgage Loans sold by
the Seller hereunder), 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 Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool", "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
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-1 (YM Footnotes) to
the Prospectus Supplement, entitled "Yield Maintenance Formulas" (insofar as the
information contained in Annex A-1 (YM Footnotes) 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
17
the information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), 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" (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 (only insofar as the information contained
therein related to the Mortgage Loans sold by the Seller hereunder)), and the
following sections of the Prospectus Supplement (only to the extent that any
such information relates to the Seller (solely in its capacity as a seller,
sponsor or originator of the Mortgage Loans sold by the Seller hereunder), 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", "Risk Factors--Risks Related to the Mortgage Loans", "Description
of the Mortgage Pool", "Transaction Participants--The Sponsors" and
"Affiliations and Certain Relationships and Related Transactions".
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 the Offering Prospectus dated July
16, 2007, and relating to the Publicly Offered Certificates.
"Memorandum" means the confidential Private Placement Memorandum
dated July 31, 2007, and relating to the Private Certificates;
"Prospectus" means the prospectus dated May 10, 2007.
"Prospectus Supplement" means the prospectus supplement dated July
31, 2007, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means July 31, 2007, at 3:30 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 Delaware 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
18
Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee,
the Certificate Administrator, the Custodian, the Underwriters, the Initial
Purchaser 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 the Custodian
or any of their agents, 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
19
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 (that arise from its role as
sponsor with respect to the Mortgage Loans), 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 (that arise from its role as sponsor with respect to the
Mortgage Loans), described under Item 1117 or 1119 of Regulation AB or Item 1.03
to Form 8-K to the Purchaser as soon as reasonably practicable after the Seller
becomes aware of such event and in no event more than two (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 Fund will terminate upon
the Trustee or Certificate Administrator filing a Form 15 with respect to the
Trust Fund 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
Fund under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
have otherwise automatically suspended. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section 9 will be used in the
preparation of reports on Form 8-K, Form 10-D or Form 10-K with respect to the
Trust Fund as required under the 1934 Act and any applicable rules promulgated
thereunder and as required under Regulation AB.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) 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
20
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 Purchaser (also as an intended third party
21
beneficiary hereof) and their permitted successors and assigns. This Agreement
is enforceable by the Underwriters, the Initial Purchaser and the other third
party beneficiaries hereto in all respects to the same extent as if they had
been signatories hereof.
SECTION 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]
22
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
MLML MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Director of CMBS Securitizations
and with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
4 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
Purchaser:
Address for Notices:
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
Attention: Xxxxx X. Xxxxxxx
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
MLML MORTGAGE LOAN PURCHASE AGREEMENT
Attn: Director of CMBS Securitizations
and to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 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
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; and provided further that, if the related
Mortgage and/or Assignment of Leases has been recorded in the name of MERS or
its designee, no assignment of Mortgage and/or assignment of Assignment of
Leases in favor of the Trustee is required to be prepared or delivered and
instead, the Seller shall take all actions as are necessary to cause the Trust
to be shown as the owner of the Mortgage Loan on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS. The sale of the Mortgage Loans to the Purchaser or
its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or
interest under any Mortgage Loan was 30 days or more past due as of the Due Date
for such Mortgage Loan in August 2007, without giving effect to any applicable
grace period, nor was any such payment 30 days or more delinquent since the date
of origination of any Mortgage Loan, without giving effect to any applicable
grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing interest or penalties; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy, or 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 Crossed
Loan, the lien of the Mortgage for another Mortgage Loan contained in the same
Crossed Loan 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 and adversely 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; provided that, if the related Mortgage and/or
Assignment of Leases has been recorded in the name of MERS or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in favor of the
Trustee is required to be prepared or delivered and instead, the Seller shall
take all actions as are necessary to cause the Trust to be shown as the owner of
the Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
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 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; provided that, if the related Mortgage and/or
Assignment of Leases has been recorded in the name of MERS or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in favor of the
Trustee is required to be prepared or delivered and instead, the Seller shall
take all actions as are necessary to cause the Trust to be shown as the owner of
the Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS. 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
and, in certain instances the related Mortgagee, 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, that, in each
case, would materially and adversely interfere with the security intended to be
provided by such Mortgage, (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) July 6, 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, which were included for the
purpose of determining the Value of 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 materially
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 or a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue the 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 and is not secured by a single Mortgage,
each related 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 (except with respect to 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) 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 documented as part of the Mortgage Loan documents and the rights to
which are transferred to the Trustee, pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with respect to the
related Mortgaged Property), 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 provided that such
insurance is generally available at commercially reasonable rates.
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, (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 or (I) the related Mortgagor or one of its
affiliates is currently taking, or is required to take, such actions (which may
be implementation of an operations and maintenance plan), if any, with respect
to such conditions or circumstances as have been recommended by the
Environmental Report or required by the applicable governmental authority. 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
lesser of (a) the amount estimated in such Environmental Report as sufficient to
pay the costs of such remediation or (b) the principal balance of the Mortgage
Loan, has a term ending no sooner than a date which is 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 other
agreement evidencing or securing such Mortgage Loan that was 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), (ii), and (iii)) 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 material 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
(other than a manufactured housing community) 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 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, except as set forth in the
first sentence of this representation 14, 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,
to the Seller's knowledge, 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 or
any such material non-compliance is insured by the Title Policy or a law and
ordinance insurance policy). 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) or a zoning endorsement to the related Title Policy has been obtained
or the Mortgaged Property is covered by insurance that will provide proceeds
that will be sufficient to repay the Mortgage Loan.
18. 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 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 the 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 either been obtained
or (pursuant to the Ground Lease) may not be unreasonably withheld);
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 material default by the lessee to the mortgagee under
such Mortgage Loan provided that such mortgagee has provided the lessor
with notice of its lien in accordance with the provisions of the Ground
Lease; 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 or consented to 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, or (ii) any such action
without such consent is not binding on such mortgagee, its successors or
assigns; provided, however, that termination or cancellation without such
consent may be binding on the mortgagee if (i) an event of default occurs
under the Ground Lease, (ii) notice is provided to the mortgagee and (iii)
such default is curable by the mortgagee as provided in the Ground Lease,
but remains uncured beyond the applicable cure period.
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 could reasonably be
expected to 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 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 any 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, franchisee
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 Crossed Loan Group, 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 Loan 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 improved or unimproved parcels of land to
which, in either case, 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 if the Seller is not the
originator, the originator of the Mortgage Loan) 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, 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 documents, transfers that are subject to the
mortgagee's approval of the proposed transferee and satisfaction of certain
conditions specified in the Mortgage Loan documents, transfers, substitutions or
releases of collateral provided in the Mortgage Loan documents, 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
documents; provided, however, that certain Mortgage Loans provide for the
assumption of the Mortgage Loan by a third party upon the Mortgagor's
satisfaction of certain conditions precedent and upon payment of a transfer fee,
if any, or transfer of interests in the Mortgagor or constituent entities of the
Mortgagor to a third party or parties related to Mortgagor upon the Mortgagor's
satisfaction of certain conditions precedent.
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 (other than a Mortgagor with respect to a Mortgage Loan
that is cross-collateralized and cross-defaulted with the related Mortgage Loan)
and, 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 except for certain personal property and fixtures
subject to purchase money security interests and personal property leases
permitted under the Mortgage Loan documents. 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 or
recording 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; provided
that, if the related security agreement and/or UCC Financing Statement has been
recorded in the name of MERS or its designee, no assignment of security
agreement and/or UCC Financing Statement in favor of the Trustee is required to
be prepared or delivered and instead, the Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. 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 or recording 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 or, in the case of an ARD
Loan, prior to its Anticipated Repayment 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 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 by the
Seller (with respect to each Mortgage Loan serviced thereby, if the Seller acted
as a servicer of any such Mortgage Loan) and, to the best of the Seller's
knowledge, the servicing and collection practices employed by any servicer(s)
acting as agents for the Seller with respect to each Mortgage Loan, have, in all
material respects, 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 #2- OWNERSHIP OF MORTGAGE LOAN
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 4 -LIEN; VALID ASSIGNMENT
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 5 - ASSIGNMENT OF LEASES AND RENTS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will b e included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 6 -MORTGAGE STATUS; WAIVERS AND MODIFICATIONS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 7 - CONDITIONS OF PROPERTY; CONDEMNATION
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Xxxxxx Portfolio The Navarre Parcel evidences significant encroachment
issues onto adjoining properties caused by concrete pads
and other improvements. Borrower is required to relocate
such improvements within 120 days of closing and a reserve
was taken to cover the losses resulting from such
encroachments.
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REPRESENTATION # - 8 - TITLE INSURANCE
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 10 - MORTGAGE PROVISIONS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Northwestern Office Borrower shall not be obligated to expend more than two
(2) times the amount of the then current Insurance
Premiums paid by Borrower for all of the insurance
required to be maintained by Section 7.1 of the Loan
Agreement (excluding any coverage for acts of terrorism)
for terrorism insurance (as such amount may be adjusted
from time to time based on the change (expressed as a
percentage) in the Consumer Price Index (using the then
most recent Consumer Price Index) from the Consumer Price
Index most recently released on or prior to the date
hereof), (the "Terrorism Insurance Cap") provided,
however, if the cost of terrorism insurance exceeds the
Terrorism Insurance Cap, Borrower shall purchase the
maximum amount of terrorism insurance available with funds
equal to the Terrorism Insurance Cap.
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Thunderbird Paseo Mortgagor was excused from obtaining terrorism
insurance coverage at closing. However, upon request of
Lender, and provided Mortgagor is able to obtain such
coverage at a commercially reasonable price, Mortgagor shall
be required to obtain and maintain such terrorism coverage.
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8585 South Yosemite So long as the Sears Lease is in full force and effect,
Drive the insurance required to be maintained pursuant to
subsections 7.1 (a)(ii) and (iii) of the Loan Agreement
may exclude coverage for losses resulting from acts of
terrorism.
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Empirian Pool 1 At any time that TRIA is not in effect, if "acts of
terrorism" or "fire following" are thereafter excluded
from the all risk policy and Borrower has not obtained an
endorsement to the insurance policies, Borrower must
maintain, to the extent available, a separate policy with
an insurance provider that maintains at least an
investment grade rating from Xxxxx'x (that is "Baa3")
and/or S&P (that is "BBB") and otherwise meeting Rating
Agency criteria.
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Empirian Pool 3 At any time that TRIA is not in effect, if "acts of
terrorism" or "fire following" are thereafter excluded
from the all risk policy and Borrower has not obtained an
endorsement to the insurance policies, Borrower must
maintain, to the extent available, a separate policy with
an insurance provider that maintains at least an
investment grade rating from Xxxxx'x (that is "Baa3")
and/or S&P (that is "BBB") and otherwise meeting Rating
Agency criteria.
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Janaf Crossing The related Mortgagor shall not be required to procure
liability terrorism insurance (as set forth in the related
loan documents) only, as of the date of the related
Mortgage Loan documents, provided however, that upon the
request of Seller, and provided further that a prudent
lender would require a borrower similarly situated to
obtain such liability terrorism insurance, then the
related Mortgagor shall promptly obtain, or cause to be
obtained the liability terrorism insurance in accordance
with the terms of the related Mortgage Loan documents.
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Xxxx & Sylmar Borrower shall not be obligated to expend more than two
Biomedical (2) times (the "Terrorism Insurance Cap") the amount of
the then current Insurance Premiums paid by Borrower for
all of the insurance required to be maintained by this
Section 7.1 (excluding any coverage for acts of terrorism)
for terrorism insurance (as such amount may be adjusted
from time to time based on the change (expressed as a
percentage) in the Consumer Price Index (using the then
most recent Consumer Price Index) from the Consumer Price
Index most recently released on or prior to Closing Date),
provided, however, if the cost of terrorism insurance
exceeds the Terrorism Insurance Cap, Borrower shall
purchase the maximum amount of terrorism insurance
available with funds equal to the Terrorism Insurance Cap.
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REPRESENTATION # - 12 - ENVIRONMENTAL CONDITIONS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Xxxx & Sylmar There is ongoing monitoring of ground water but it is being
Biomedical performed by the previous owner of the property.
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REPRESENTATION # - 14 - INSURANCE
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Northwestern Office Borrower shall not be obligated to expend more than two (2)
times the amount of the then current Insurance Premiums paid
by Borrower for all of the insurance required to be
maintained by Section 7.1 of the Loan Agreement (excluding
any coverage for acts of terrorism) for terrorism insurance
(as such amount may be adjusted from time to time based on
the change (expressed as a percentage) in the Consumer Price
Index (using the then most recent Consumer Price Index) from
the Consumer Price Index most recently released on or prior
to the date hereof), (the "Terrorism Insurance Cap")
provided, however, if the cost of terrorism insurance
exceeds the Terrorism Insurance Cap, Borrower shall purchase
the maximum amount of terrorism insurance available with
funds equal to the Terrorism Insurance Cap.
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Thunderbird Paseo Mortgagor was excused from obtaining terrorism
insurance coverage at closing. However, upon request of
Lender, and provided Mortgagor is able to obtain such
coverage at a commercially reasonable price, Mortgagor shall
be required to obtain and maintain such terrorism coverage.
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8585 South Yosemite So long as the Sears Lease is in full force and effect,
Drive the insurance required to be maintained pursuant to
subsections 7.1 (a)(ii) and (iii) of the Loan Agreement
may exclude coverage for losses resulting from acts of
terrorism.
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Empirian Pool 1 The amount of insurance included within the classification
of "all risk of physical loss" is subject to a $250,000,000
per occurrence limit. Coastal windstorm insurance must be in
an amount not less than $75,000,000.00 and on terms
consistent with the comprehensive all risk policy. At any
time that TRIA is not in effect, if "acts of terrorism" or
"fire following" are thereafter excluded from the all risk
policy and Borrower has not obtained an endorsement to the
insurance policies, Borrower must maintain, to the extent
available, a separate policy with an insurance provider that
maintains at least an investment grade rating from Xxxxx'x
(that is "Baa3") and/or S&P (that is "BBB") and otherwise
meeting Rating Agency criteria.
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Empirian Pool 3 The amount of insurance included within the classification
of "all risk of physical loss" is subject to a $250,000,000
per occurrence limit. Coastal windstorm insurance must be in
an amount not less than $75,000,000.00 and on terms
consistent with the comprehensive all risk policy. At any
time that TRIA is not in effect, if "acts of terrorism" or
"fire following" are thereafter excluded from the all risk
policy and Borrower has not obtained an endorsement to the
insurance policies, Borrower must maintain, to the extent
available, a separate policy with an insurance provider that
maintains at least an investment grade rating from Xxxxx'x
(that is "Baa3") and/or S&P (that is "BBB") and otherwise
meeting Rating Agency criteria.
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Janaf Crossing The related Mortgagor shall not be required to procure
liability terrorism insurance (as set forth in the related
loan documents) only, as of the date of the related
Mortgage Loan documents, provided however, that upon the
request of Seller, and provided further that a prudent
lender would require a borrower similarly situated to
obtain such liability terrorism insurance, then the
related Mortgagor shall promptly obtain, or cause to be
obtained the liability terrorism insurance in accordance
with the terms of the related Mortgage Loan documents.
The related Mortgagor shall not be required to obtain and
maintain the insurance set forth in the related Mortgage
Loan documents with respect to that portion of the related
Mortgaged Property demised to Circuit City Stores, Inc.
("CIRCUIT CITY") pursuant to the lease dated February 22,
2006 ("CIRCUIT CITY LEASE") by and between Circuit City,
as tenant, and the related Mortgagor, as landlord, so long
as the following conditions are satisfied (as reasonably
determined by the Seller): (i) the Circuit City Lease
shall be in full force and effect and there are no
defaults thereunder beyond any applicable notice and cure
period by either the landlord or tenant; (ii) the tenant
under the Circuit City Lease continues to be the owner of
the improvements constructed pursuant to the Circuit City
Lease and the related Mortgagor is not the owner of such
improvements and (iii) the tenant under the Circuit City
Lease is and shall continue to be required to obtain and
maintain insurance pursuant the Circuit City Lease and is
and shall continue to be required to pay all insurance
premiums directly to the insurance carrier.
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U-Haul Center North Flood insurance required to be delivered post
Rancho closing
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Xxxxxx Portfolio Wind coverage was waived until such time that
borrower can obtain coverage. A reserve was taken in the
amount to cover losses.
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Xxxx & Sylmar Borrower shall not be obligated to expend more
Biomedical than two (2) times (the "Terrorism Insurance Cap") the
amount of the then current Insurance Premiums paid by
Borrower for all of the insurance required to be maintained
by this Section 7.1 (excluding any coverage for acts of
terrorism) for terrorism insurance (as such amount may be
adjusted from time to time based on the change (expressed as
a percentage) in the Consumer Price Index (using the then
most recent Consumer Price Index) from the Consumer Price
Index most recently released on or prior to Closing Date),
provided, however, if the cost of terrorism insurance
exceeds the Terrorism Insurance Cap, Borrower shall purchase
the maximum amount of terrorism insurance available with
funds equal to the Terrorism Insurance Cap.
Borrower shall not be obligated to expend more
than two (2) times (the "Terrorism Insurance Cap") the
amount of the then current Insurance Premiums paid by
Borrower for all of the insurance required to be maintained
by this Section 7.1 (excluding any coverage for acts of
terrorism) for terrorism insurance (as such amount may be
adjusted from time to time based on the change (expressed as
a percentage) in the Consumer Price Index (using the then
most r ecent Consumer Price Index) from the Consumer Price
Index most recently released on or prior to Closing Date),
provided, however, if the cost of terrorism insurance
exceeds the Terrorism Insurance Cap, Borrower shall purchase
the maximum amount of terrorism insurance available with
funds equal to the Terrorism Insurance Cap.
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FIDM Earthquake insurance was not required on the
Closing Date.
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REPRESENTATION # - 17 - LOCAL LAW COMPLIANCE
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Raintree Parking is 8 spaces short. An old survey showed 11
additional spaces so it appears that over time or through
re-striping a minimal number of spaces were lost. There is
a covenant in Section 4.21 of the Loan Agreement to add
spaces if required by any Governmental Authority and a
recourse carve-out added to Section 1.2 of the Guaranty in
the event there is ever an issue.
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Xxxxxx Brothers Shoppes Three tenants have open permits with
respect to which borrower has agreed to cause certificates
of completion to be issued within 30 days of closing; any
losses accruing from borrower's failure to comply are
included as an additional carve-out from non-recourse.
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XXXXXXXXXXXXXX # - 00 - XXXXXXXXX XXXXXX
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Germantown Garden The Borrower has the right, in connection with a transfer
Apartments of the Property and simultaneous assumption of the loan,
to impose a leasehold structure subject to satisfaction of
certain conditions set forth in the loan agreement,
including, without limitation, delivery of a financeable
ground lease and an accommodation mortgage from the fee
owner.
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Lexus of Fremont A leasehold mortgage has been granted to the lender on
Parcel 2. The ground lease is set to expire in 2033 with
an extension option exercised, and in 2028 without the
extension option exercised. Under the terms of the loan
agreement, the borrower shall exercise its purchase option
within 18 months of the closing date of the loan.
The reserve has been allocated for the purchase price for
the borrower to exercise the purchase option.
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REPRESENTATION # - 23 - OTHER MORTGAGE LOANS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 26 - LICENSES AND PERMITS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Northwestern Office Borrower is obligated to deliver copies of certain
certificates of occupancy for tenant spaces when such
certificates of occupancy are issued by the governmental
authorities having jurisdiction over the Property. Borrower
and Guarantor have indemnified Lender for any losses Lender
suffers as a result of the failure to deliver such
certificates of occupancy.
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Germantown Garden Apartments Borrower is obligated to deliver to Lender
post-closing a copy of the renewed pool permit in borrower's
name.
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Palm Beach Office Due to the Palm Beach municipality's lack of cooperation
and unresponsiveness, the Mortgagor was unable to deliver
to Lender all occupational licenses for the Mortgaged
Property. In the Loan Agreement, Mortgagor represents and
warrants that all certificates of completion or occupancy
and other licenses required for the legal use, occupancy
and operation of the Mortgaged Property have been obtained
and are valid and in full force and effect. The Mortgagor
agreed to be personally liable for any losses incurred by
Lender as a result of the Mortgagor's failure to obtain
all certificates of occupancy for the Mortgaged Property,
which liability is personally guaranteed by the guarantor.
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Gander Mountain Mortgagor will maintain temporary certificate of occupancy
with respect to the Property until the issuance of a final
certificate of occupancy and will deliver final certificate
of occupancy within 90 days of closing (and Lender may
permit one 90 day extension)
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REPRESENTATION # - 28 - RELEASES OF MORTGAGED PROPERTIES
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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University West The loan documents permit an out parcel release at one of
Apartments the individual properties for no value subject to
satisfaction of the conditions set forth in the loan
agreement.
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Xxxx & Sylmar If the tenant elects to purchase the Advanced Bionics
Biomedical Parcel pursuant to the terms of its lease, Lender shall
release the Advanced Bionics Parcel subject to satisfying
the conditions set forth in the Loan Agreement. If the
release is requested prior to the permitted defeasance
date, the Borrower must pay a yield maintenance premium
and if the release is requested after the permitted
defeasance date, Borrower has the right to elect to
partially defease the loan or partially prepay subject to
payment of a yield maintenance premium.
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REPRESENTATION # - 29 - DEFEASANCE
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Germantown Garden Does not permit defeasance. Prepayment is subject to
Apartments payment of the applicable yield maintenance premium.
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North Bay Centre The related mortgage loan documents permit defeasance and
further provide that the related Mortgagor with respect to
providing to related Mortgagee the Provided Information
(as defined in the related mortgage loan documents) and
costs incurred by the related Mortgagor in obtaining such
additional tenant estoppel letters, subordination
agreements or other agreements from parties to agreements
that affect the Property (if such are required by the
applicable rating agencies (as defined in the related loan
documents)), (ii) cost of counsel which the related
Mortgagor may elect to retain in connection therewith, and
(iii) the costs of any opinion letters required by the
rating agencies.
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REPRESENTATION # - 34 - DUE-ON-SALE
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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University West Apartments Transfers permitted pursuant to the terms of
the loan agreement.
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Germantown Garden Apartments Transfers permitted pursuant to the terms
of the loan agreement.
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Hilton Garden Inn Transfers permitted pursuant to the terms of the
loan agreement.
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REPRESENTATION # - 35 - SINGLE PURPOSE ENTITY
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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U-Haul Center Borrowers' assets may be included in consolidated
financial statements, accounting records and other
corporate documents (collectively, "Financial Statements")
of its Affiliates provided that (i) appropriate notation
shall be made on such consolidated Financial Statements to
indicate the separateness of Borrower and such Affiliates
and to indicate that Borrowers' assets and credit are not
available to satisfy the debts and other obligations of
such Affiliates or any other Person and (ii) such assets
shall be listed on Borrowers' own separate balance sheet.
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REPRESENTATION # - 36 - WHOLE LOAN
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
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REPRESENTATION # - 37 - TAX PARCELS
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LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
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Hilton Garden Inn The Property is currently not a separate tax parcel. The
mortgaged property was part of a larger tract of land and
the portions of land which are not collateral for the loan
were conveyed to other entities prior to the closing of
the loan however, once the deed is recorded, it takes a
few years for the subdivided parcels to be assessed as
separate tax parcels. The mortgaged property will not be a
separate tax parcel until the tax year 2008 which taxes
are payable in 2009. The Loan Documents require Borrower
to pay all taxes assessed against the mortgaged property
and any parcels adjoining the mortgaged property which are
taxed along with any portion of the mortgaged property and
require the monthly escrow paid by borrower to lender to
include any taxes due on the adjacent parcels until
evidence is provided that the mortgaged property is its
own separate tax parcel.
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Palm Beach Office On the date of the closing, the Mortgaged Property did not
constitute a separate tax lot, however, the Mortgagor did
apply to the applicable governing authority for the
creation of a separate tax lot, which separate tax lot has
been reserved for the Mortgaged Property and shall be
effective for the next tax year.
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Bilo Portfolio A new assessment for the Darlington Parcel as a single tax
lot will not be entered on the books of the taxing authority
until December 2007; Borrower has agreed to obtain a single
tax lot endorsement to Lender's title policy at such time.
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 39 - SECURITY INTERESTS
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
Lexus of Fremont The related Mortgage Loan that will be included in the
trust is a senior loan in a multiple loan (A/B) structure
comprised of two mortgage loans, each of which is secured
by the same mortgage instrument and is cross-defaulted
with the other. The B-Note loan will not be part of the
Trust Fund.
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 43 - RECOURSE
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
FIDM GUARANTOR 'S AGGREGATE LIABILITY UNDER THE
GUARANTY OF RECOURSE OBLIGATION AND ENVIRONMENTAL INDEMNITY
IS CAPPED AT $15,000,000.
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 44 - ASSIGNMENT OF COLLATERAL
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
Xxxxxx Portfolio Lender is taking a first priority security interest in 28
recreational vehicles. Upon purchase of the loan, Purchaser
must have vehicles re-titled and such re-titling only
requires the signature by Lender authorizing the transfer of
the lien interest.
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 46 - ESCROWS
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
Kappa Quarry Borrower satisfied the deposit to the tenant improvement and
Industrial Complex leasing reserve account by depositing $400,000 with Xxxxxxx
Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc. in accordance with the
terms of the Financial Asset Security Agreement.
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 47 - OPERATING STATEMENTS
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
Thorndale Borrower is not required to deliver quarterly financial
statements. However, Borrower is obligated to give monthly
rent rolls and operating statements prior to a
securitization if requested by Lender.
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Old Post Plaza Borrower is only obligated to provide annual operating
statements and rent rolls and "updated " or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
Commerce Bank Borrower is only obligated to provide annual operating
statements and rent rolls and "updated" or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
Xxxxx Plaza Borrower is only obligated to provide annual operating
statements and rent rolls and "updated" or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
Cross Pointe Plaza Borrower is only obligated to provide annual operating
statements and rent rolls and "updated" or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
Charlestown Crossing Borrower is only obligated to provide annual operating
statements and rent rolls and "updated" or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
CVS- Monroe Borrower is only obligated to provide annual operating
statements and rent rolls and "updated" or "re-certified"
rent roll if requested prior to a securitization or if
Lender has a good faith belief that the statements contain
one or more discrepancies
--------------------------------------------------------------------------------------------------
REPRESENTATION # - 53 - ORIGINATION OF THE MORTGAGE LOANS
--------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
--------------------------------------------------------------------------------------------------
Empirian Pool 1 The Loan was originated by Arbor Commercial Mortgage, LLC
subject to Xxxxxxx Xxxxx'x approval, and then the Loan and
all documentation related thereto was assigned to Xxxxxxx
Xxxxx.
--------------------------------------------------------------------------------------------------
Empirian Pool 3 The Loan was originated by Arbor Commercial Mortgage, LLC
subject to Xxxxxxx Xxxxx'x approval, and then the Loan and
all documentation related thereto was assigned to Xxxxxxx
Xxxxx.
--------------------------------------------------------------------------------------------------
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
[Attached]
MLML
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE
---------------------------------------------------------------------------------------------------------------------------------
1 2 Empirian Multifamily Portfolio Pool 1 Loan MLML Multifamily
1.01 2 Indian Lake I Property MLML Multifamily
1.02 0 Xxxxxxx Xxx I Property MLML Multifamily
1.03 2 Garden Terrace Property MLML Multifamily
1.04 2 Canterbury Crossings Property MLML Multifamily
1.05 2 Mosswood Property MLML Multifamily
1.06 2 Shadowood Property MLML Multifamily
1.07 2 Cambridge Common Property MLML Multifamily
1.08 2 Acadia Court Property MLML Multifamily
1.09 2 Xxxxx Xxxxx Property MLML Multifamily
1.1 2 Marabou Xxxxx Property MLML Multifamily
1.11 2 Rosewood Commons Property MLML Multifamily
1.12 2 Annhurst I Property MLML Multifamily
1.13 2 Sugartree Property MLML Multifamily
1.14 2 Ramblewood - Augusta Property MLML Multifamily
1.15 2 Winter Xxxxx Property MLML Multifamily
1.16 2 Woodlands - Streetsboro Property MLML Multifamily
1.17 2 Windwood Property MLML Multifamily
1.18 2 Hidden Acres Property MLML Multifamily
1.19 2 Bridgeport Property MLML Multifamily
1.2 2 Elmwood - West Palm Beach Property MLML Multifamily
1.21 2 Heathmoore - Canton Property MLML Multifamily
1.22 2 Olivewood - Indianapolis Property MLML Multifamily
1.23 2 Plumwood Property MLML Multifamily
1.24 2 Cedargate - Lancaster Property MLML Multifamily
1.25 2 Slate Run - Louisville Property MLML Multifamily
1.26 2 Xxxxx Landing Property MLML Multifamily
1.27 2 Roanoke - Rochester Hills Property MLML Multifamily
1.28 2 Annhurst - Clairton Property MLML Multifamily
1.29 2 Red Deer Property MLML Multifamily
1.3 2 The Willows Property MLML Multifamily
1.31 2 Xxxxxxxxxx Court Property MLML Multifamily
1.32 2 Suffolk Grove Property MLML Multifamily
1.33 2 Larkspur Property MLML Multifamily
1.34 0 Xxxxxxxxx Xxxxx Property MLML Multifamily
1.35 2 Cedarwood - Ocala Property MLML Multifamily
1.36 2 Kings Colony Property MLML Multifamily
1.37 2 Springtree Property MLML Multifamily
1.38 2 Suntree Property MLML Multifamily
1.39 2 Palm Side Property MLML Multifamily
1.4 2 Willowood East Property MLML Multifamily
1.41 2 High Points Property MLML Multifamily
1.42 2 Redwood Hollow Property MLML Multifamily
1.43 2 Harbinwood Property MLML Multifamily
1.44 2 Oak Ridge Property MLML Multifamily
1.45 2 Oakwood Village - Xxxxxx Property MLML Multifamily
1.46 2 Valleyfield - Lexington Property MLML Multifamily
1.47 2 Forest Village Property MLML Multifamily
1.48 2 Blueberry Hill I Property MLML Multifamily
1.49 2 Pinellas Pines Property MLML Multifamily
1.5 2 Ketwood Property MLML Multifamily
1.51 2 Cedar Hill Property MLML Multifamily
1.52 2 Glenwood Village Property MLML Multifamily
1.53 2 Rosewood - Columbus Property MLML Multifamily
1.54 2 Winthrop Court Property MLML Multifamily
1.55 2 Parkway North Property MLML Multifamily
1.56 2 Northridge Property MLML Multifamily
1.57 2 Timbercreek Property MLML Multifamily
1.58 2 Hickory Place Property MLML Multifamily
1.59 2 Xxxxxx Trace Property MLML Multifamily
1.6 2 Meadowood - Nicholasville Property MLML Multifamily
1.61 2 Link Terrace Property MLML Multifamily
1.62 2 Willow Run - Stone Mountain Property MLML Multifamily
1.63 0 Xxx Xxxxxx Xxxxx Property MLML Multifamily
1.64 2 Sherbrook - Indianapolis Property MLML Multifamily
1.65 2 Willowood - Grove City Property MLML Multifamily
1.66 2 Riverwood Property MLML Multifamily
1.67 2 Willow Creek I Property MLML Multifamily
1.68 2 Meadowood - Cuyahoga Falls Property MLML Multifamily
1.69 2 Oakley Xxxxx Property MLML Multifamily
1.7 2 Xxxxxx Xxxxx Property MLML Multifamily
1.71 2 Greenglen II Property MLML Multifamily
1.72 2 Amberwood - Massillon Property MLML Multifamily
1.73 0 Xxxxxx Xxx - Xxx Xxxxxx Property MLML Multifamily
1.74 2 Carriage Hill Property MLML Multifamily
1.75 2 Sandalwood Property MLML Multifamily
1.76 2 Andover Court Property MLML Multifamily
1.77 2 Heathmoore - Louisville Property MLML Multifamily
1.78 2 Meadowood - Mansfield Property MLML Multifamily
2 2 Empirian Multifamily Portfolio Pool 3 Loan MLML Multifamily
2.01 0 Xxxxxxxxx Xxxxx - Xxxxxxxx Property MLML Multifamily
2.02 2 Ashgrove - Sterling Heights Property MLML Multifamily
2.03 2 Woodlands - Columbus Property MLML Multifamily
2.04 2 Greengate Property MLML Multifamily
2.05 2 Oak Gardens Property MLML Multifamily
2.06 2 Xxxxx Ridge Property MLML Multifamily
2.07 2 Cherry Tree Property MLML Multifamily
2.08 2 Ridgewood - Lexington Property MLML Multifamily
2.09 2 Shadow Bay Property MLML Multifamily
2.1 2 Xxxxxxx Court Property MLML Multifamily
2.11 2 Candlelight Property MLML Multifamily
2.12 2 Xxxxxx Xxxx Property MLML Multifamily
2.13 2 Xxxxxx Court Property MLML Multifamily
2.14 2 Ridgewood - Decatur Property MLML Multifamily
2.15 2 Cedargate - Bloomington Property MLML Multifamily
2.16 2 Whispering Pines Property MLML Multifamily
2.17 2 Xxxxxxxxxx Property MLML Multifamily
2.18 2 Woodlands - Zelienople Property MLML Multifamily
2.19 2 Annhurst - Belcamp Property MLML Multifamily
2.2 0 Xxxxxx Xxxxx Property MLML Multifamily
2.21 2 Camellia Court - Dayton Property MLML Multifamily
2.22 2 Terrace Trace Property MLML Multifamily
2.23 2 Heron Pointe Property MLML Multifamily
2.24 2 Cedargate - Xxxxxxx Property MLML Multifamily
2.25 2 Xxxx Landing I Property MLML Multifamily
2.26 2 Oakwood Manor Property MLML Multifamily
2.27 2 Xxxxxx Place Property MLML Multifamily
2.28 2 Amesbury Property MLML Multifamily
2.29 2 University Square Property MLML Multifamily
2.3 2 Ambergate Property MLML Multifamily
2.31 2 Indian Ridge Property MLML Multifamily
2.32 2 Xxxxxxxxx - Xxxxxx Property MLML Multifamily
2.33 2 Millburn Court Property MLML Multifamily
2.34 2 Ramblewood - Valdosta Property MLML Multifamily
2.35 2 Rosewood - Louisville Property MLML Multifamily
2.36 0 Xxxxxxxx Xxxxx I (OH) Property MLML Multifamily
2.37 2 Capital Ridge Property MLML Multifamily
2.38 2 Driftwood Property MLML Multifamily
2.39 2 Wilcrest Xxxxx Property MLML Multifamily
2.4 2 Annhurst - Indianapolis Property MLML Multifamily
2.41 2 Manchester Property MLML Multifamily
2.42 2 Laurel Xxxx Property MLML Multifamily
2.43 2 Countryside Manor Property MLML Multifamily
2.44 2 Parkville - Columbus Property MLML Multifamily
2.45 2 Sandpiper II Property MLML Multifamily
2.46 2 Ranchside Property MLML Multifamily
2.47 2 Westway Property MLML Multifamily
2.48 0 Xxxxxxxxx Xxx I Property MLML Multifamily
2.49 2 Wentworth Property MLML Multifamily
2.5 2 Roanoke - Louisville Property MLML Multifamily
2.51 2 Applegate - Columbus Property MLML Multifamily
2.52 2 Valleybrook Property MLML Multifamily
2.53 2 Xxxxxxx Court Property MLML Multifamily
2.54 2 Ashford Hill Property MLML Multifamily
2.55 2 Shadow Ridge Property MLML Multifamily
2.56 0 Xxxxxx Xxxxx Property MLML Multifamily
2.57 2 Greenbriar Xxxx Property MLML Multifamily
2.58 2 Ridgewood - Louisville Property MLML Multifamily
2.59 2 Meadowland Property MLML Multifamily
2.6 2 West of Eastland Property MLML Multifamily
2.61 2 Timberwood Property MLML Multifamily
2.62 2 Stonehenge - Indianapolis Property MLML Multifamily
2.63 2 Springwood Property MLML Multifamily
2.64 2 Meadowood - Franklin Property MLML Multifamily
2.65 2 Foxton II Property MLML Multifamily
2.66 2 Xxxx Arm Manor Property MLML Multifamily
2.67 2 Slate Run - Hopkinsville Property MLML Multifamily
2.68 2 Stonehenge I Property MLML Multifamily
2.69 2 Sherbrook - Columbus Property MLML Multifamily
2.7 2 Millburn Property MLML Multifamily
2.71 2 Barrington Property MLML Multifamily
2.72 2 Hickory Mill Property MLML Multifamily
2.73 2 Stonehenge - Glasgow Property MLML Multifamily
2.74 2 Quail Call Property MLML Multifamily
2.75 2 Stonehenge - Massillon Property MLML Multifamily
2.76 2 Spicewood Property MLML Multifamily
2.77 2 Whisperwood Property MLML Multifamily
2.78 0 Xxxxx Xxx - Xxxxxxxxxx Property MLML Multifamily
2.79 0 Xxxxxxxx Xxxxx - Xxx Xxxxxx Property MLML Multifamily
3 1 Town Center at Xxxx Loan MLML Retail
1 U-Haul Self Storage Portfolio 14, 15, 16, 17 Crossed MLML Self Storage
6 1 U-Haul SAC 14 Loan MLML Self Storage
6.01 1 U-Haul Lincoln Park Property MLML Self Storage
6.02 1 U-Haul Center North Rancho Property MLML Self Storage
6.03 1 U-Haul Center Albany Property MLML Self Storage
6.04 1 U-Haul Of Inwood Property MLML Self Storage
6.05 1 U-Haul Center Texas Avenue Property MLML Self Storage
6.06 1 U-Haul Center Of Olathe Property MLML Self Storage
7 1 U-Haul SAC 17 Loan MLML Self Storage
7.01 1 U-Haul Of Medford Property MLML Self Storage
7.02 1 U-Haul Center Of Round Rock Property MLML Self Storage
7.03 1 U-Haul Kings Highway Property MLML Self Storage
7.04 1 U-Haul Center Rockville Property MLML Self Storage
7.05 1 U-Haul Center Downtown Property MLML Self Storage
7.06 1 U-Haul Center Beaumont Property MLML Self Storage
8 1 U-Haul SAC 15 Loan MLML Self Storage
8.01 1 U-Haul Center Of Salisbury Property MLML Self Storage
8.02 1 U-Haul Storage Glendora Property MLML Self Storage
8.03 1 U-Haul Storage Black Rock Property MLML Self Storage
8.04 1 U-Haul Storage Ivar Avenue Property MLML Self Storage
8.05 1 U-Haul Storage Tarrant Road Property MLML Self Storage
8.06 1 U-Haul Storage Waxahachie Property MLML Self Storage
8.07 1 U-Haul Storage Laurelwood Property MLML Self Storage
8.08 1 U-Haul Storage Business Avenue Property MLML Self Storage
8.09 1 U-Haul Storage I-30 Property MLML Self Storage
8.1 1 U-Haul Storage Xxxxx Property MLML Self Storage
9 1 U-Haul SAC 16 Loan MLML Self Storage
9.01 1 U-Haul Center White Lane Property MLML Self Storage
9.02 1 U-Haul Storage South Side Property MLML Self Storage
9.03 1 U-Haul Storage Sycamore Avenue Property MLML Self Storage
9.04 1 U-Haul Storage Burlington Property MLML Self Storage
9.05 1 U-Haul Storage Westchase Property MLML Self Storage
9.06 1 U-Haul Storage Xxxx Property MLML Self Storage
9.07 1 U-Haul Storage Rio Salado Property MLML Self Storage
9.08 1 U-Haul Storage Xxxxxxxx Avenue Property MLML Self Storage
9.09 1 U-Haul Storage Middletown Property MLML Self Storage
9.1 1 U-Haul Storage Rufe Snow Property MLML Self Storage
11 1 Gwinnett Place Loan MLML Retail
13 1 Xxxx & Sylmar Biomedical Parks Loan MLML Mixed Use
13.01 1 Xxxx Biomedical Park Property MLML Mixed Use
13.02 1 Sylmar Biomedical Park Property MLML Mixed Use
20 1 University West Apartments Loan MLML Multifamily
20.01 1 Xxxxxxxxx Place Property MLML Multifamily
20.02 1 Fieldstone Grand Property MLML Multifamily
20.03 1 Celtic Place Apartments Property MLML Multifamily
20.04 1 Fieldstone Townhomes & Apartments Property MLML Multifamily
20.05 1 Bird Place Apartments Property MLML Multifamily
20.06 1 4501 & 0000 Xxxxxxxxx Xxxxxx Property MLML Multifamily
20.07 1 4502 & 0000 Xxxxxxxxx Xxxxxx Property MLML Multifamily
20.08 1 0000 Xxxxxxxxx Xxxxxx Property MLML Multifamily
20.09 1 0000 Xxxxxxxxx Xxxxxx Property MLML Multifamily
20.1 1 0000 Xxxxxxxxx Xxxxxx Property MLML Multifamily
21 1 FIDM Los Angeles Loan MLML Office
22 1 Kapaa Quarry Industrial Complex Loan MLML Industrial
34 2 Weston Ranch Apartments Loan MLML Multifamily
48 1 Grand Mart-Little River Loan MLML Retail
52 2 Cobblestone Crossing Loan MLML Multifamily
53 1 Huntington Park Retail Loan MLML Retail
53.01 1 Pacific Belgrave Retail Center Property MLML Retail
53.02 1 Pacific Xxxxxxxx Center Property MLML Retail
54 2 Sunrise Fountains Apartments Loan MLML Multifamily
55 1 Thunderbird Xxxxx Xxxxxxx Xxxxx Xxxx XXXX Xxxxxx
00 0 Xxxxx Center Loan MLML Retail
60 1 Palm Beach Office Building Loan MLML Office
61 1 Lexus of Fremont Loan MLML Retail
66 1 Malibu Vista Plaza Loan MLML Office
68 1 North Bay Centre Loan MLML Retail
80 1 Rivergate Shopping Center Loan MLML Retail
82 2 Forest Meadow Apartments Loan MLML Multifamily
83 1 Gander Mountain Loan MLML Retail
84 1 8360 & 7318 Melrose Loan MLML Mixed Use
84.01 1 8360 Melrose Property MLML Mixed Use
84.02 1 7318 Melrose Property MLML Mixed Use
102 1 Lakewood Ranch Loan MLML Office
103 2 Germantown Garden Apartments Loan MLML Multifamily
104 1 Charlestown Crossing Loan MLML Retail
108 1 815 Middle Ground Boulevard Loan MLML Retail
112 1 Cedar Cliff Loan MLML Mixed Use
112.01 1 Cedar Cliff Shopping Center Property MLML Retail
112.02 1 Cedar Cliff Office Building Property MLML Xxxxxx
000 0 Xxxx Xxxxx Xxxxxxxx Xxxxxx Loan MLML Retail
116 1 Hilton Garden Inn - Fort Xxxxx Loan MLML Hospitality
118 1 North Shore Office Loan MLML Office
124 1 Towne Centre North Loan MLML Retail
125 1 Centerpointe - Wickes Furniture Loan MLML Retail
126 1 Brentwood Village Shopping Center Loan MLML Retail
129 1 Janaf Crossings Loan MLML Retail
143 1 Xxxxxx Portfolio Loan MLML Manufactured Housing
143.01 1 Navarre Beach Property MLML Manufactured Housing
143.02 1 Gulf Pines Property MLML Manufactured Housing
144 1 CVS - Monroe Loan MLML Retail
147 1 Eastgate Shopping Center Loan MLML Retail
149 2 The Park at Xxxxxxxx Loan MLML Multifamily
151 1 Xxxxxx Brothers Shoppes Loan MLML Retail
161 1 Cottonwood Crest Loan MLML Office
162 2 Raintree Apartments Loan MLML Multifamily
164 1 ZYA Merrimack Loan MLML Retail
172 2 Xxxxxxxxx - Xxxxxx Multifamily Portfolio Loan MLML Multifamily
172.01 2 Mossy Pond Apartments Property MLML Multifamily
172.02 2 Woodland Apartments Property MLML Multifamily
172.03 2 Xxxxxxxx Apartments Property MLML Multifamily
172.04 2 Heatherwood Apartments Property MLML Multifamily
196 1 Crosspointe Plaza Loan MLML Retail
202 1 Frisco Plaza II Loan MLML Retail
211 1 Xxxxx Plaza Loan MLML Retail
257 1 Old Post Plaza Loan MLML Retail
267 1 Commerce Bank - Edison Loan MLML Retail
CUT-OFF DATE
LOAN # STREET ADDRESS CITY COUNTY STATE ZIP CODE BALANCE ($)
------------------------------------------------------------------------------------------------------------------------------
1 Various Various Various Various Various 384,750,000
1.01 000 Xxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 11,120,000
1.02 000 Xxxx Xxxxxxx Xxxxxxx Xxx Xxxxxxxxxx Xxxxxxx XX 00000 10,310,000
1.03 0000 Xxx Xxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 10,122,000
1.04 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxxxx XX 00000 10,120,000
1.05 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 9,160,000
1.06 0000 X Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000 8,568,000
1.07 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 8,450,000
1.08 0000 Xxxxxx Xxxxx Xxxxxxxxxxx Xxxxxx XX 00000 8,400,000
1.09 0 Xxxxxxxxxx Xxxxx Xx. Xxxxxx Xxxxx Xxxxxxxx XX 00000 8,200,000
1.1 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 7,600,000
1.11 0000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 7,190,000
1.12 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 7,160,000
1.13 0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxx Xxxxx Xxxxxxx XX 00000 7,140,000
1.14 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000 6,880,000
1.15 00000 Xxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 6,610,000
1.16 000 Xxxxx Xxxx Xxxxxxxxxxx Xxxxxxx XX 00000 6,400,000
1.17 0000 Xxxxxxxx Xxxxx Xxxxx Xxxx Xxxx Xxx Xxxxxxx XX 00000 6,300,000
1.18 0000 Xxxxxx Xxxxxx- Xxxx Xxxxxxxx Xxxxxxx XX 00000 6,290,000
1.19 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxxxxx XX 00000 6,290,000
1.2 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 6,230,000
1.21 00000 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxx XX 00000 6,160,000
1.22 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 5,920,000
1.23 0000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 5,860,000
1.24 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 5,820,000
1.25 000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5,750,000
1.26 0000 Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxx XX 00000 5,480,000
1.27 0 Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 5,280,000
1.28 000 Xxxxx Xxxxx Xxx Xxxxxxxx Xxxxxxxxx XX 00000 5,200,000
1.29 0000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XX 00000 5,040,000
1.3 0000 Xxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 5,010,000
1.31 0000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 5,000,000
1.32 0000 Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxx XX 00000 4,980,000
1.33 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 4,940,000
1.34 000 Xxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000 4,800,000
1.35 0000-X Xxxxx Xxxx 00xx Xxxxxx Xxxxx Xxxxxx XX 00000 4,790,000
1.36 0000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 4,790,000
1.37 0000 Xxxxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 4,720,000
1.38 0000 Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 4,580,000
1.39 000 Xxxxxxxxxxx Xxxxx Xxxx Xxx Xxxxxxx XX 00000 4,480,000
1.4 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 4,480,000
1.41 0000 Xxxxxxx Xxxx Xxx Xxxx Xxxxxx Xxxxx XX 00000 4,290,000
1.42 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000 4,250,000
1.43 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 4,240,000
1.44 0000 Xxxxx Xxxxxxx 00 Xxxxxxxx Xxxx XX 00000 4,220,000
1.45 00000 Xxxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 4,040,000
1.46 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 4,000,000
1.47 0000 Xxxxxx Xxxx Xxxx Xxxxx Xxxx XX 00000 4,000,000
1.48 00000 Xxxx Xxxxx Xxxxxxxx Xxxx XX 00000 3,970,000
1.49 0000 00xx Xxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 3,950,000
1.5 0000-X Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 3,800,000
1.51 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxx XX 00000 3,660,000
1.52 0000 Xxxx Xxxxxxx Xxxxx Xxxx XX 00000 3,600,000
1.53 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 3,560,000
1.54 000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000 3,540,000
1.55 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxx Xx. Xxxxx Xxx XX 00000 3,520,000
1.56 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000 3,520,000
1.57 0000 Xxxxxxxxxxx Xxxx Xxxxxx Xxxxx XX 00000 3,490,000
1.58 0000 Xxxxx Xxxx 00xx Xxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 3,380,000
1.59 0000 Xxxxxxxxx Xxxx Xxxxx Xxxx Xxxxxx XX 00000 3,360,000
1.6 000 Xxxxxxx Xxxxx Xxxxxxxxxxxxx Xxxxxxxxx XX 00000 3,350,000
1.61 000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 3,280,000
1.62 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx XX 00000 3,280,000
1.63 0000 XX Xxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx XX 00000 3,210,000
1.64 0000 XxXxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 3,200,000
1.65 0000 Xxxxxxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 3,010,000
1.66 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 2,980,000
1.67 000 Xxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 2,720,000
1.68 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxx XX 00000 2,680,000
1.69 0000 Xxxxxx Xxxx Xxxxx Xxxx Xxxxxx XX 00000 2,640,000
1.7 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 2,580,000
1.71 0000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxx XX 00000 2,560,000
1.72 0000-X Xxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 2,430,000
1.73 Xxx Xxxxx Xxxxx Xxx Xxxxxx Xxxxx XX 00000 2,400,000
1.74 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000 2,250,000
1.75 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 2,250,000
1.76 0000-X Xxxxx Xxxxxx Xx. Xxxxxx Xxxx XX 00000 2,080,000
1.77 00000 Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 2,060,000
1.78 000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 1,780,000
2 Various Various Various Various Various 330,250,000
2.01 000-X Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000 10,320,000
2.02 00000 Xxxxxxxx Xxxxx Xxxxxxxx Xxx. Xxxxxx XX 00000 9,840,000
2.03 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 9,000,000
2.04 0000-X Xxxxxxxxx Xxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 8,400,000
2.05 0000 Xxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 8,180,000
2.06 0000 Xxxxx Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 7,640,000
2.07 0 Xxxxxxx Xxx Xxxxxxxx Xxxxxxxxx XX 00000 7,180,000
2.08 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 6,620,000
2.09 0000 Xxx Xxxxx Xxxx Xxxxx Xxxxxxxxxxxx Xxxxx XX 00000 6,380,000
2.1 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 6,150,000
2.11 000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000 5,950,000
2.12 0000 Xxxxxx Xxxx Xxx Xxxxxxxxxxxx Xxxxxx XX 00000 5,760,000
2.13 000 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 5,640,000
2.14 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000 5,600,000
2.15 0000 Xxxx Xxx Xxxx Xxxxxxxxxxx Xxxxxx XX 00000 5,600,000
2.16 0000 Xxxxxxxxxx Xxxxx Xxxx Xx. Xxxxxx Xxxxx Xxxxx XX 00000 5,440,000
2.17 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 5,400,000
2.18 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxx XX 00000 5,250,000
2.19 0000-X Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000 5,120,000
2.2 0000-X Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000 5,040,000
2.21 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 4,940,000
2.22 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx XX 00000 4,870,000
2.23 0000 Xxxxx Xxxx (Xxxxx Xxxxxx) Xxxxxxxx Xxxxx Xxxxx XX 00000 4,860,000
2.24 000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxxx XX 00000 4,830,000
2.25 0000 XX Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx XX 00000 4,800,000
2.26 0000 Xxxxx 00xx Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 4,730,000
2.27 0000 Xxxxxx Xxxxx Xxxx Xxxxxx Xxxxx XX 00000 4,650,000
2.28 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 4,650,000
2.29 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 4,610,000
2.3 0000 Xxxxxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 4,580,000
2.31 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxx XX 00000 4,430,000
2.32 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 4,430,000
2.33 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxxxxx XX 00000 4,380,000
2.34 0000 Xxxxx Xxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 4,320,000
2.35 00000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 4,280,000
2.36 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 4,240,000
2.37 0000 Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxx Xxxx XX 00000 3,900,000
2.38 00 00xx Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxx XX 00000 3,810,000
2.39 000 Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 3,800,000
2.4 0000 Xxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 3,740,000
2.41 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 3,700,000
2.42 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx XX 00000 3,640,000
2.43 0000 Xxxxxxxxxxx Xxx Xxxxxxxxxxxx Xxxxxxx XX 00000 3,600,000
2.44 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 3,560,000
2.45 0000 Xxxxx 00xx Xxxxxx Xx. Xxxxxx Xxxxx Xxxxx XX 00000 3,450,000
2.46 0000 Xxxxxxxxx Xxxxxxx Xxx Xxxx Xxxxxx Xxxxx XX 00000 3,430,000
2.47 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx XX 00000 3,360,000
2.48 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxx XX 00000 3,320,000
2.49 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000 3,320,000
2.5 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 3,180,000
2.51 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxxx XX 00000 3,150,000
2.52 000 Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 3,120,000
2.53 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxx XX 00000 3,080,000
2.54 0000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 3,020,000
2.55 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx XX 00000 3,000,000
2.56 0000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx XX 00000 3,000,000
2.57 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000 3,000,000
2.58 0000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 2,910,000
2.59 000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 2,880,000
2.6 0000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 2,820,000
2.61 000 Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 2,640,000
2.62 0000 Xxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx XX 00000 2,640,000
2.63 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 2,640,000
2.64 000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 2,560,000
2.65 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 2,540,000
2.66 0000 Xxxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 2,410,000
2.67 000-X Xxxxx Xxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxx XX 00000 2,400,000
2.68 0000 Xxxxx X Xxxxxx Xxxxxxxx Xxxxx XX 00000 2,400,000
2.69 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 2,360,000
2.7 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 2,320,000
2.71 000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 2,240,000
2.72 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 2,220,000
2.73 0000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000 2,080,000
2.74 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000 2,080,000
2.75 000 00xx Xxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 2,080,000
2.76 0000 Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxx XX 00000 1,920,000
2.77 0000 Xxxx 00xx Xxxxxx Xxxxxxx Xxxxx XX 00000 1,730,000
2.78 000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,680,000
2.79 0000 Xxxxx Xxxxxxxx Xxxxx Xxx Xxxxxx Xxxxx XX 00000 1,410,000
3 000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx XX 00000 280,000,000
Various Various Various Various Various 135,891,937
6 Various Various Various Various Various 36,141,061
6.01 0000 Xxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000 9,531,368
6.02 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx Xxxxx XX 00000 6,851,514
6.03 000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 6,488,804
6.04 00X Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 5,758,389
6.05 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000 3,924,857
6.06 00000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 3,586,128
7 Various Various Various Various Various 34,302,533
7.01 000 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 0000 15,747,391
7.02 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000 4,543,362
7.03 0000 Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 3,821,940
7.04 000-000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 3,808,950
7.05 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 3,752,995
7.06 0000 Xxxxx Xxxxxxxx Xxxxxxxxx XX 00000 2,627,896
8 Various Various Various Various Various 33,473,197
8.01 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 0000 9,009,786
8.02 0000 Xxxx Xxxxx 00 Xxxxxxxx Xxx Xxxxxxx XX 00000 4,610,308
8.03 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 0000 4,567,343
8.04 0000 Xxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxx XX 00000 4,101,716
8.05 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000 2,453,036
8.06 0000 Xxxx 000 Xxxxxx Xxxxxxxxxx Xxxxx XX 00000 2,182,253
8.07 000 Xxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 0000 1,990,406
8.08 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000 1,691,645
8.09 0000 Xxxxxxxxxx Xxxxxxx 00 Xxxxxx Xxxx Xxxxxxx XX 00000 1,545,762
8.1 0000 Xxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000 1,320,942
9 Various Various Various Various Various 31,975,145
9.01 6201 - 0000 Xxxxx Xxxx Xxxxxxxxxxx Xxxx XX 00000 4,898,193
9.02 0000 Xxxxx Xxxxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 4,817,256
9.03 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxx XX 00000 4,116,800
9.04 00 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX 0000 4,074,833
9.05 0000-00 Xxxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000 3,658,156
9.06 0000 Xxxx Xxxxx Xxxxx Xxxxxx XX 00000 2,783,836
9.07 000 Xxxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000 2,712,891
9.08 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 2,263,241
9.09 0000 Xxxxxxxx Xxxxxx (Xxxxx 3) Xxxxxxxxxx Xxxxxxxxx XX 0000 1,982,459
9.1 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx XX 00000 667,481
11 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 115,000,000
00 Xxxxxxx Xxxxxxx Xxx Xxxxxxx XX Various 65,000,000
13.01 00000 Xxx Xxxxxx Xxxx Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 56,000,000
13.02 00000 Xxx Xxxxxxxx Xxxx Xxxxxx Xxx Xxxxxxx XX 00000 9,000,000
00 Xxxxxxx Xxxx Xxxxx XX 00000 35,200,000
20.01 000-0000 Xxxxx Xxxxx Xxxx Xxxxx XX 00000 9,295,000
20.02 0000-0000 Xxxxxxxx Xxxx Xxxx Xxxxx XX 00000 7,967,000
20.03 0000 Xxxxxxxx Xxxxx Xxxx Xxxxx XX 00000 6,383,000
20.04 0000-0000 Xxxxxxxx Xxxxx Xxxx Xxxxx XX 00000 5,376,000
20.05 0000 Xxxxxxxx Xxxxx Xxxx Xxxxx XX 00000 3,064,000
20.06 4501 & 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 890,000
20.07 4502 & 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 890,000
20.08 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 445,000
20.09 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 445,000
20.1 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 445,000
21 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 33,000,000
22 905 & 000 Xxxxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 31,975,836
34 0000 Xxxxxx'x Xxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000 22,500,000
48 6229-6259 Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 18,392,013
52 0000 Xxxxxxxxxxx Xxx Xxxxx Xxxxx Xxxxx Xxxx XX 00000 17,400,000
53 6001-6081 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 17,200,000
53.01 0000-0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 8,835,368
53.02 0000-0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 8,364,632
54 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 17,160,000
55 0000-0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000 17,000,000
58 0000-0000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxxx XX 00000 15,600,000
60 0000 XXX Xxxxxxxxx Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx XX 00000 15,000,000
61 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 14,988,473
66 00000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 14,000,000
68 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx XX 00000 13,000,000
80 0000-0000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 10,300,000
82 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 10,300,000
83 000 Xxxx Xxxxxx Xxxxxxxxx Xx. Xxxxxxxxx Xxxxx Xxxxx XX 00000 10,226,000
84 8360 & 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 10,144,086
84.01 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 8,371,305
84.02 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 1,772,781
102 0000 Xxxxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx XX 00000 8,492,721
103 000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000 8,400,000
104 0000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx XX 0000 8,250,000
108 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 7,470,000
112 2121 & 0000 Xxxxx Xxxx Xxxxx Xxxxxx XX 00000 7,330,000
112.01 0000 Xxxxx Xxxx Xxxxx Xxxxxx XX 00000 5,640,000
112.02 0000 Xxxxx Xxxx Xxxxx Xxxxxx XX 00000 1,690,000
115 2506-2610 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 7,000,000
116 8615 US 00 Xxxx Xxxx Xxxxx Xxxxx XX 00000 6,971,251
118 0000 Xxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxx XX 00000 6,894,267
124 6 & 0 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 6,400,000
125 26520 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 6,330,000
126 0000 Xxxxx 00xx Xxxxxx Xx Xxxxx Xxxxx XX 00000 6,250,000
129 0000 Xxxx Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 6,080,000
000 Xxxxxxx Xxxxxxx Xxxxx Xxxx XX Various 4,780,000
143.01 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxx XX 00000 3,967,400
143.02 0000 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxx Xxxx XX 00000 812,600
144 000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 0000 4,775,000
147 000 Xxxx Xxxxx Xxxxxx Xxxxx Xxx XX 00000 4,693,616
149 0000 Xxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 4,600,000
151 0000 Xxxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxx XX 00000 4,496,843
161 0000 Xxxx 0000 Xxxxx Xxxxxx Xxxx Xxxx XX 00000 4,080,000
162 000 Xxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxxx XX 00000 3,997,269
164 00 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 0000 3,995,840
000 Xxxxxxx Xxxxxxx Xxxxxxx XX Various 3,793,278
172.01 000-000 Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxxx XX 00000 1,597,170
172.02 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 918,373
172.03 000 Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxxx XX 00000 638,868
172.04 000 XxXxxxx Xxxx Xxxxxx Xxxxx XX 00000 638,868
196 000 Xxxxx 00 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxx XX 0000 2,400,000
202 0000 Xxxxx Xxxxxxx 000 Xxxxxx Xxxxxx XX 00000 2,293,312
211 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 0000 2,100,000
257 2263-2267 Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 0000 1,300,000
267 0000 Xxx Xxxx Xxxx Xxxxxx Xxxxxxxxx XX 0000 960,000
ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER TRUSTEE AND
LOAN # BALANCE ($) SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE
-------------------------------------------------------------------------------------------------------------------------------
1 384,750,000 2,265,256.09 27,183,073.08 5.8315 0.010 0.010 0.0005
1.01 11,120,000
1.02 10,310,000
1.03 10,122,000
1.04 10,120,000
1.05 9,160,000
1.06 8,568,000
1.07 8,450,000
1.08 8,400,000
1.09 8,200,000
1.1 7,600,000
1.11 7,190,000
1.12 7,160,000
1.13 7,140,000
1.14 6,880,000
1.15 6,610,000
1.16 6,400,000
1.17 6,300,000
1.18 6,290,000
1.19 6,290,000
1.2 6,230,000
1.21 6,160,000
1.22 5,920,000
1.23 5,860,000
1.24 5,820,000
1.25 5,750,000
1.26 5,480,000
1.27 5,280,000
1.28 5,200,000
1.29 5,040,000
1.3 5,010,000
1.31 5,000,000
1.32 4,980,000
1.33 4,940,000
1.34 4,800,000
1.35 4,790,000
1.36 4,790,000
1.37 4,720,000
1.38 4,580,000
1.39 4,480,000
1.4 4,480,000
1.41 4,290,000
1.42 4,250,000
1.43 4,240,000
1.44 4,220,000
1.45 4,040,000
1.46 4,000,000
1.47 4,000,000
1.48 3,970,000
1.49 3,950,000
1.5 3,800,000
1.51 3,660,000
1.52 3,600,000
1.53 3,560,000
1.54 3,540,000
1.55 3,520,000
1.56 3,520,000
1.57 3,490,000
1.58 3,380,000
1.59 3,360,000
1.6 3,350,000
1.61 3,280,000
1.62 3,280,000
1.63 3,210,000
1.64 3,200,000
1.65 3,010,000
1.66 2,980,000
1.67 2,720,000
1.68 2,680,000
1.69 2,640,000
1.7 2,580,000
1.71 2,560,000
1.72 2,430,000
1.73 2,400,000
1.74 2,250,000
1.75 2,250,000
1.76 2,080,000
1.77 2,060,000
1.78 1,780,000
2 330,250,000 1,944,381.60 23,332,579.25 5.8315 0.010 0.010 0.0005
2.01 10,320,000
2.02 9,840,000
2.03 9,000,000
2.04 8,400,000
2.05 8,180,000
2.06 7,640,000
2.07 7,180,000
2.08 6,620,000
2.09 6,380,000
2.1 6,150,000
2.11 5,950,000
2.12 5,760,000
2.13 5,640,000
2.14 5,600,000
2.15 5,600,000
2.16 5,440,000
2.17 5,400,000
2.18 5,250,000
2.19 5,120,000
2.2 5,040,000
2.21 4,940,000
2.22 4,870,000
2.23 4,860,000
2.24 4,830,000
2.25 4,800,000
2.26 4,730,000
2.27 4,650,000
2.28 4,650,000
2.29 4,610,000
2.3 4,580,000
2.31 4,430,000
2.32 4,430,000
2.33 4,380,000
2.34 4,320,000
2.35 4,280,000
2.36 4,240,000
2.37 3,900,000
2.38 3,810,000
2.39 3,800,000
2.4 3,740,000
2.41 3,700,000
2.42 3,640,000
2.43 3,600,000
2.44 3,560,000
2.45 3,450,000
2.46 3,430,000
2.47 3,360,000
2.48 3,320,000
2.49 3,320,000
2.5 3,180,000
2.51 3,150,000
2.52 3,120,000
2.53 3,080,000
2.54 3,020,000
2.55 3,000,000
2.56 3,000,000
2.57 3,000,000
2.58 2,910,000
2.59 2,880,000
2.6 2,820,000
2.61 2,640,000
2.62 2,640,000
2.63 2,640,000
2.64 2,560,000
2.65 2,540,000
2.66 2,410,000
2.67 2,400,000
2.68 2,400,000
2.69 2,360,000
2.7 2,320,000
2.71 2,240,000
2.72 2,220,000
2.73 2,080,000
2.74 2,080,000
2.75 2,080,000
2.76 1,920,000
2.77 1,730,000
2.78 1,680,000
2.79 1,410,000
3 280,000,000 1,361,655.56 16,339,866.72 5.7400 0.010 0.010 0.0005
136,000,000 829,336.94 9,952,043.23 Various
6 36,170,000 219,959.89 2,639,518.66 6.1330 0.010 0.010 0.0005
6.01 9,539,000
6.02 6,857,000
6.03 6,494,000
6.04 5,763,000
6.05 3,928,000
6.06 3,589,000
7 34,330,000 208,770.33 2,505,244.01 6.1330 0.010 0.010 0.0005
7.01 15,760,000
7.02 4,547,000
7.03 3,825,000
7.04 3,812,000
7.05 3,756,000
7.06 2,630,000
8 33,500,000 203,722.87 2,444,674.46 6.1330 0.010 0.010 0.0005
8.01 9,017,000
8.02 4,614,000
8.03 4,571,000
8.04 4,105,000
8.05 2,455,000
8.06 2,184,000
8.07 1,992,000
8.08 1,693,000
8.09 1,547,000
8.1 1,322,000
9 32,000,000 196,883.84 2,362,606.10 6.2430 0.010 0.010 0.0005
9.01 4,902,000
9.02 4,821,000
9.03 4,120,000
9.04 4,078,000
9.05 3,661,000
9.06 2,786,000
9.07 2,715,000
9.08 2,265,000
9.09 1,984,000
9.1 668,000
11 115,000,000 553,405.56 6,640,866.72 5.6800 0.010 0.010 0.0005
13 65,000,000 321,825.83 3,861,909.96 5.8440 0.010 0.010 0.0005
13.01 56,000,000
13.02 9,000,000
20 35,200,000 194,342.04 2,332,104.48 5.7290 0.010 0.010 0.0005
20.01 9,295,000
20.02 7,967,000
20.03 6,383,000
20.04 5,376,000
20.05 3,064,000
20.06 890,000
20.07 890,000
20.08 445,000
20.09 445,000
20.1 445,000
21 33,000,000 201,028.12 2,412,337.43 6.5730 0.010 0.010 0.0005
22 32,000,000 199,031.81 2,388,381.71 6.3460 0.010 0.010 0.0005
34 22,500,000 108,789.69 1,305,476.28 5.7070 0.010 0.0005
48 18,400,000 111,910.98 1,342,931.71 6.5590 0.010 0.010 0.0005
52 17,400,000 96,782.96 1,161,395.47 5.7910 0.010 0.010 0.0005
53 17,200,000 100,156.11 1,201,873.32 5.7300 0.010 0.010 0.0005
53.01 8,835,368
53.02 8,364,632
54 17,160,000 84,714.87 1,016,578.44 5.8270 0.010 0.010 0.0005
55 17,000,000 96,066.15 1,152,793.80 5.9240 0.010 0.010 0.0005
58 15,600,000 86,646.50 1,039,758.03 5.7790 0.010 0.010 0.0005
60 15,000,000 73,911.67 886,940.04 5.8160 0.010 0.010 0.0005
61 15,000,000 92,669.99 1,112,039.88 6.2820 0.010 0.010 0.0005
66 14,000,000 70,810.83 849,729.96 5.9700 0.010 0.010 0.0005
68 13,000,000 60,697.54 728,370.48 5.5110 0.010 0.010 0.0005
80 10,300,000 59,179.84 710,158.03 6.0650 0.010 0.010 0.0005
82 10,300,000 61,071.79 732,861.53 6.3360 0.010 0.010 0.0005
83 10,226,000 61,784.20 741,410.40 6.0720 0.010 0.010 0.0005
84 10,150,000 56,214.00 674,568.02 5.7550 0.010 0.010 0.0005
84.01 8,376,185
84.02 1,773,815
102 8,500,000 50,280.71 603,368.52 5.8750 0.010 0.010 0.0005
103 8,400,000 41,426.12 497,113.44 5.8210 0.010 0.010 0.0005
104 8,250,000 48,102.84 577,234.08 5.7420 0.010 0.010 0.0005
108 7,470,000 47,831.23 573,974.75 6.6250 0.010 0.010 0.0005
112 7,330,000 45,065.35 540,784.20 6.2360 0.010 0.010 0.0005
112.01 5,640,000
112.02 1,690,000
115 7,000,000 38,327.97 459,935.64 5.6600 0.010 0.010 0.0005
116 7,000,000 44,567.75 534,812.95 5.8750 0.010 0.010 0.0005
118 6,900,000 41,329.07 495,948.83 5.9910 0.010 0.010 0.0005
124 6,400,000 38,128.80 457,545.60 5.9410 0.010 0.010 0.0005
125 6,330,000 37,452.43 449,429.18 5.8770 0.010 0.010 0.0005
126 6,250,000 37,898.90 454,786.80 6.1060 0.010 0.010 0.0005
129 6,080,000 36,468.31 437,619.72 6.0040 0.010 0.010 0.0005
143 4,780,000 33,784.05 405,408.60 7.0000 0.010 0.010 0.0005
143.01 3,967,400
143.02 812,600
144 4,775,000 24,123.23 289,478.76 5.9630 0.010 0.010 0.0005
147 4,700,000 29,363.85 352,366.20 5.6780 0.010 0.010 0.0005
149 4,600,000 26,173.16 314,077.88 5.5190 0.010 0.010 0.0005
151 4,500,000 28,766.40 345,196.83 6.6090 0.010 0.010 0.0005
161 4,080,000 24,347.55 292,170.60 6.3920 0.010 0.010 0.0005
162 4,000,000 24,689.63 296,275.57 6.3750 0.010 0.010 0.0005
164 4,000,000 28,271.17 339,254.01 7.0000 0.010 0.010 0.0005
172 3,800,000 23,150.67 277,808.04 6.1500 0.010 0.010 0.0005
172.01 1,600,000
172.02 920,000
172.03 640,000
172.04 640,000
196 2,400,000 14,097.36 169,168.32 5.8100 0.010 0.010 0.0005
202 2,300,000 14,296.22 171,554.64 5.6250 0.010 0.010 0.0005
211 2,100,000 12,311.12 147,733.44 5.7920 0.010 0.010 0.0005
257 1,300,000 7,609.59 91,315.08 5.7780 0.010 0.010 0.0005
267 960,000 4,653.89 55,846.68 5.7220 0.010 0.010 0.0005
NET MONTHLY
SUB SERVICIN ADMIN. MORTGAGE PAYMENT MATURITY/
LOAN # FEE RATE FEE % RATE % ACCRUAL TYPE TERM DATE REM. TERM ARD DATE
---------------------------------------------------------------------------------------------------------------------
1 0.0205 5.81100 Actual/360 120 8 118 6/8/2017
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
2 0.0205 5.81100 Actual/360 120 8 118 6/8/2017
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.2
2.21
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.3
2.31
2.32
2.33
2.34
2.35
2.36
2.37
2.38
2.39
2.4
2.41
2.42
2.43
2.44
2.45
2.46
2.47
2.48
2.49
2.5
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
2.6
2.61
2.62
2.63
2.64
2.65
2.66
2.67
2.68
2.69
2.7
2.71
2.72
2.73
2.74
2.75
2.76
2.77
2.78
2.79
3 0.0205 5.71950 Actual/360 60 8 58 6/8/2012
0 0.00000 Actual/360 0 8 0 Various
6 0.0205 6.11250 Actual/360 132 8 131 7/8/2018
6.01
6.02
6.03
6.04
6.05
6.06
7 0.0205 6.11250 Actual/360 132 8 131 7/8/2018
7.01
7.02
7.03
7.04
7.05
7.06
8 0.0205 6.11250 Actual/360 132 8 131 7/8/2018
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.1
9 0.0205 6.22250 Actual/360 144 8 143 7/8/2019
9.01
9.02
9.03
9.04
9.05
9.06
9.07
9.08
9.09
9.1
11 0.0205 5.65950 Actual/360 60 8 58 6/8/2012
13 0.0205 5.82350 Actual/360 120 8 120 8/8/2017
13.01
13.02
20 0.0205 5.70850 Actual/360 120 8 118 6/8/2017
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.1
21 0.0205 6.55250 Actual/360 120 8 120 8/8/2017
22 0.0205 6.32550 Actual/360 120 8 119 7/8/2017
34 0.0300 0.0405 5.66650 Actual/360 120 8 118 6/8/2017
48 0.0205 6.53850 Actual/360 120 8 119 7/8/2017
52 0.0205 5.77050 Actual/360 120 8 119 7/8/2017
53 0.0205 5.70950 30/360 120 8 119 7/8/2017
53.01
53.02
54 0.0205 5.80650 Actual/360 60 8 58 6/8/2012
55 0.0205 5.90350 Actual/360 84 8 82 6/8/2014
58 0.0205 5.75850 Actual/360 120 8 119 7/8/2017
60 0.0205 5.79550 Actual/360 60 8 57 5/8/2012
61 0.0205 6.26150 Actual/360 120 8 119 7/8/2017
66 0.0205 5.94950 Actual/360 120 8 118 6/8/2017
68 0.0205 5.49050 Actual/360 120 8 118 6/8/2017
80 0.0205 6.04450 Actual/360 60 8 58 6/8/2012
82 0.0205 6.31550 Actual/360 120 8 120 8/8/2017
83 0.0205 6.05150 Actual/360 120 8 118 6/8/2017
84 0.0205 5.73450 Actual/360 120 8 119 7/8/2017
84.01
84.02
102 0.0205 5.85450 Actual/360 120 8 119 7/8/2017
103 0.0205 5.80050 Actual/360 120 8 117 5/8/2017
104 0.0205 5.72150 Actual/360 120 8 118 6/8/2017
108 0.0205 6.60450 Actual/360 120 8 120 8/8/2017
112 0.0205 6.21550 Actual/360 120 8 118 6/8/2017
112.01
112.02
115 0.0205 5.63950 Actual/360 120 8 118 6/8/2017
116 0.0205 5.85450 Actual/360 120 8 117 5/8/2017
118 0.0205 5.97050 Actual/360 120 8 119 7/8/2017
124 0.0205 5.92050 Actual/360 120 8 117 5/8/2017
125 0.0205 5.85650 Actual/360 120 8 119 7/8/2017
126 0.0205 6.08550 Actual/360 120 8 119 7/8/2017
129 0.0205 5.98350 Actual/360 120 8 119 7/8/2017
143 0.0205 6.97950 Actual/360 120 8 120 8/8/2017
143.01
143.02
144 0.0205 5.94250 Actual/360 120 8 118 6/8/2017
147 0.0205 5.65750 Actual/360 120 8 119 7/8/2017
149 0.0205 5.49850 Actual/360 120 8 119 7/8/2017
151 0.0205 6.58850 Actual/360 120 8 119 7/8/2017
161 0.0205 6.37150 Actual/360 120 8 120 8/8/2017
162 0.0205 6.35450 Actual/360 120 5 119 7/5/2017
164 0.0205 6.97950 Actual/360 120 8 119 7/8/2017
172 0.0205 6.12950 Actual/360 120 8 118 6/8/2017
172.01
172.02
172.03
172.04
196 0.0205 5.78950 Actual/360 120 8 118 6/8/2017
202 0.0205 5.60450 Actual/360 120 8 118 6/8/2017
211 0.0205 5.77150 Actual/360 120 8 118 6/8/2017
257 0.0205 5.75750 Actual/360 120 8 118 6/8/2017
267 0.0205 5.70150 Actual/360 120 8 118 6/8/2017
AMORT ARD ENVIRONMENTAL CROSS CROSS
LOAN # TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED COLLATERALIZED
---------------------------------------------------------------------------------------------------------------------------------
1 360 360 Fee No
1.01 Fee No
1.02 Fee No
1.03 Fee No
1.04 Fee No
1.05 Fee No
1.06 Fee No
1.07 Fee No
1.08 Fee No
1.09 Fee No
1.1 Fee No
1.11 Fee No
1.12 Fee No
1.13 Fee No
1.14 Fee No
1.15 Fee No
1.16 Fee No
1.17 Fee No
1.18 Fee No
1.19 Fee No
1.2 Fee No
1.21 Fee No
1.22 Fee No
1.23 Fee No
1.24 Fee No
1.25 Fee No
1.26 Fee No
1.27 Fee No
1.28 Fee No
1.29 Fee No
1.3 Fee No
1.31 Fee No
1.32 Fee No
1.33 Fee No
1.34 Fee No
1.35 Fee No
1.36 Fee No
1.37 Fee No
1.38 Fee No
1.39 Fee No
1.4 Fee No
1.41 Fee No
1.42 Fee No
1.43 Fee No
1.44 Fee No
1.45 Fee No
1.46 Fee No
1.47 Fee No
1.48 Fee No
1.49 Fee No
1.5 Fee No
1.51 Fee No
1.52 Fee No
1.53 Fee No
1.54 Fee No
1.55 Fee No
1.56 Fee No
1.57 Fee No
1.58 Fee No
1.59 Fee No
1.6 Fee No
1.61 Fee No
1.62 Fee No
1.63 Fee No
1.64 Fee No
1.65 Fee No
1.66 Fee No
1.67 Fee No
1.68 Fee No
1.69 Fee No
1.7 Fee No
1.71 Fee No
1.72 Fee No
1.73 Fee No
1.74 Fee No
1.75 Fee No
1.76 Fee No
1.77 Fee No
1.78 Fee No
2 360 360 Fee No
2.01 Fee No
2.02 Fee No
2.03 Fee No
2.04 Fee No
2.05 Fee No
2.06 Fee No
2.07 Fee No
2.08 Fee No
2.09 Fee No
2.1 Fee No
2.11 Fee No
2.12 Fee No
2.13 Fee No
2.14 Fee No
2.15 Fee No
2.16 Fee No
2.17 Fee No
2.18 Fee No
2.19 Fee No
2.2 Fee No
2.21 Fee No
2.22 Fee No
2.23 Fee No
2.24 Fee No
2.25 Fee No
2.26 Fee No
2.27 Fee No
2.28 Fee No
2.29 Fee No
2.3 Fee No
2.31 Fee No
2.32 Fee No
2.33 Fee No
2.34 Fee No
2.35 Fee No
2.36 Fee No
2.37 Fee No
2.38 Fee No
2.39 Fee No
2.4 Fee No
2.41 Fee No
2.42 Fee No
2.43 Fee No
2.44 Fee No
2.45 Fee No
2.46 Fee No
2.47 Fee No
2.48 Fee No
2.49 Fee No
2.5 Fee No
2.51 Fee No
2.52 Fee No
2.53 Fee No
2.54 Fee No
2.55 Fee No
2.56 Fee No
2.57 Fee No
2.58 Fee No
2.59 Fee No
2.6 Fee No
2.61 Fee No
2.62 Fee No
2.63 Fee No
2.64 Fee No
2.65 Fee No
2.66 Fee No
2.67 Fee No
2.68 Fee No
2.69 Fee No
2.7 Fee No
2.71 Fee No
2.72 Fee No
2.73 Fee No
2.74 Fee No
2.75 Fee No
2.76 Fee No
2.77 Fee No
2.78 Fee No
2.79 Fee No
3 0 0 Fee No
0 0 Fee Yes 2 No
6 360 359 Fee Yes 2 No
6.01 Fee No
6.02 Fee No
6.03 Fee No
6.04 Fee No
6.05 Fee No
6.06 Fee No
7 360 359 Fee Yes 2 No
7.01 Fee No
7.02 Fee No
7.03 Fee No
7.04 Fee No
7.05 Fee No
7.06 Fee No
8 360 359 Fee Yes 2 No
8.01 Fee No
8.02 Fee No
8.03 Fee No
8.04 Fee No
8.05 Fee No
8.06 Fee No
8.07 Fee No
8.08 Fee No
8.09 Fee No
8.1 Fee No
9 360 359 Fee Yes 2 No
9.01 Fee No
9.02 Fee No
9.03 Fee No
9.04 Fee No
9.05 Fee No
9.06 Fee No
9.07 Fee No
9.08 Fee No
9.09 Fee No
9.1 Fee Xx
00 0 0 Xxx Xx
00 0 0 Xxx Xx
13.01 Fee No
13.02 Fee No
20 420 420 Fee/Leasehold No
20.01 Fee/Leasehold No
20.02 Fee No
20.03 Fee No
20.04 Fee No
20.05 Fee No
20.06 Fee No
20.07 Fee No
20.08 Fee No
20.09 Fee/Leasehold No
20.1 Fee No
21 420 420 Fee No
22 360 359 Fee/Leasehold No
34 0 0 Fee No
48 420 419 Fee No
52 420 420 Fee/Leasehold No
53 360 360 Fee No
53.01 Fee No
53.02 Fee No
54 0 0 Fee No
55 420 420 Leasehold No
58 420 420 Fee No
60 0 0 Fee No
61 360 359 Fee/Leasehold Xx
00 0 0 Xxx Xx
00 0 0 Xxx Xx
80 420 420 Fee No
82 420 420 Fee No
83 360 360 Fee No
84 420 419 Fee No
84.01 Fee No
84.02 Fee No
102 360 359 Fee No
103 0 0 Fee No
104 360 360 Fee No
108 360 360 Fee No
112 360 360 Fee No
112.01 Fee No
112.02 Fee No
115 420 420 Fee No
116 300 297 Fee No
118 360 359 Fee No
124 360 360 Fee No
125 360 360 Fee No
126 360 360 Fee No
129 360 360 Fee/Leasehold No
143 300 300 Fee No
143.01 Fee No
143.02 Fee No
144 0 0 Leasehold No
147 300 299 Fee No
149 360 360 Fee No
151 360 359 Fee No
161 420 420 Fee No
162 372 371 Fee No
164 300 299 Fee No
172 360 358 Fee No
172.01 Fee No
172.02 Fee No
172.03 Fee No
172.04 Fee No
196 360 360 Fee No
202 300 298 Fee No
211 360 360 Fee No
257 360 360 Fee No
267 0 0 Fee No
PARTIAL UPFRONT UPFRONT
DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX
LOAN # ALLOWED CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($)
----------------------------------------------------------------------------------------------------------------------------------
1 Yes Hard 424,364
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
2 Yes Hard 309,041
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.2
2.21
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.3
2.31
2.32
2.33
2.34
2.35
2.36
2.37
2.38
2.39
2.4
2.41
2.42
2.43
2.44
2.45
2.46
2.47
2.48
2.49
2.5
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
2.6
2.61
2.62
2.63
2.64
2.65
2.66
2.67
2.68
2.69
2.7
2.71
2.72
2.73
2.74
2.75
2.76
2.77
2.78
2.79
3 Hard
Yes Soft 421,213 199,367
6 Yes Soft
6.01
6.02
6.03
6.04
6.05
6.06
7 Yes Soft
7.01
7.02
7.03
7.04
7.05
7.06
8 Yes Soft
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.1
9 Yes Soft
9.01
9.02
9.03
9.04
9.05
9.06
9.07
9.08
9.09
9.1
11 Hard
13 Yes 477,449
13.01
13.02
20 Yes 70,643 150,000
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.1
21 Hard
22
34 300,000
48 228,244
52 Yes
53 None at Closing, Springing Hard 25,208
53.01
53.02
54 4,000 47,582
55
58 65,621
60
61 Hard
66 Yes 36,358 29,617
68 31,621
80 Hard
82
83 Hard
84
84.01
84.02
102 Hard
103 36,300
104
108 Hard 127,000
112 207,098
112.01
112.02
115 None at Closing, Springing Hard 26,600
116 Soft at Closing, Springing Hard
118 None at Closing, Springing Hard 78,000
124
125 None at Closing, Springing Hard
126 840,000
129
143 400,000
143.01
143.02
144 Hard
147
149
151
161
162
164 Hard
172 Yes
172.01
172.02
172.03
172.04
196
202
211
257
267 Hard
UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY
TI/LC RE TAX INS. OTHER CAPEX CAPEX TI/LC
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($)
------------------------------------------------------------------------------------------------------------------------------------
1 2,664,654 1,663,555 172,553
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
2 2,430,923 1,407,291 75,000 148,720
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.2
2.21
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.3
2.31
2.32
2.33
2.34
2.35
2.36
2.37
2.38
2.39
2.4
2.41
2.42
2.43
2.44
2.45
2.46
2.47
2.48
2.49
2.5
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
2.6
2.61
2.62
2.63
2.64
2.65
2.66
2.67
2.68
2.69
2.7
2.71
2.72
2.73
2.74
2.75
2.76
2.77
2.78
2.79
3
1,101,000 77,111 836,775
6
6.01
6.02
6.03
6.04
6.05
6.06
7
7.01
7.02
7.03
7.04
7.05
7.06
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.1
9
9.01
9.02
9.03
9.04
9.05
9.06
9.07
9.08
9.09
9.1
11
13 1,636,010 417,083 110,740 93,750 9,875 25,000
13.01
13.02
20 136,491
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.1
21 188,545 50,531 3,142
22 400,000 12,328 1,512
34 110,761 103,400 300,000
48 29,075 13,048 22,500 817 29,412 3,500
52 1,370,000 3,100 37,200
53 200,000 78,833 1,251
53.01
53.02
54 66,198 12,249 680,000 2,045
55 444,500 134,501 13,800 1,609 2,778
58 63,729 50,680 1,067
60 250,000 91,143 1,339 32,132 6,694
61 28,960 83,194 1,700,000 902 21,653
66 2,500 185,004 1,129 1,000,000 637
68 51,759 2,684 1,581 88,523 4,750
80 50,000 6,577 1,000,000 1,714 4,167
82 25,123 31,453 2,750 66,000
83
84 55,825 2,656 1,050,000 366 1,667
84.01
84.02
102 94,500 13,433 70,612 3,115
103 61,260 4,839 232,000
104 13,952 24,455
108 76,200 13,262 11,594 629,125
112 90,000 50,129 30,000 876 21,032
112.01
112.02
115 95,327 53,459 6,577 949 11,390
116 45,316 13,659 9,251
118 91,273 632 10,000 6,250
124 75,000 27,390 4,661 648 3,125
125 192,207
126 40,000 1,034 840,000 579 3,333
129 374,389 3,994 550,000 520 1,732
143 29,426 9,782 150,000 933
143.01
143.02
144
147 17,917 5,069 1,196 43,061
149 39,173 4,410 3,083
151 30,540 974 300,000 400 2,000
161 90,000 21,851 581 278 6,672 3,000
162 64,560 9,904 3,000
164 17,459
172 19,439 1,409 67,050 1,250
172.01
172.02
172.03
172.04
196 70,000 8,216 3,354
202
211 4,705 4,784
257 6,231 4,383
267
MONTHLY MONTHLY MONTHLY MONTHLY
TI/LC RE TAX INS. OTHER XXXXX XXXXX
LOAN # RESERVE CAP ($) RESERVE ($) RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
-----------------------------------------------------------------------------------------------------------------------------
1 380,665 184,839 0 0
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.2
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.3
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.4
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.5
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.6
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.7
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
2 347,275 156,366 0 0
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.2
2.21
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.3
2.31
2.32
2.33
2.34
2.35
2.36
2.37
2.38
2.39
2.4
2.41
2.42
2.43
2.44
2.45
2.46
2.47
2.48
2.49
2.5
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
2.6
2.61
2.62
2.63
2.64
2.65
2.66
2.67
2.68
2.69
2.7
2.71
2.72
2.73
2.74
2.75
2.76
2.77
2.78
2.79
3 0 0
0 0
6 0 0
6.01
6.02
6.03
6.04
6.05
6.06
7 0 0
7.01
7.02
7.03
7.04
7.05
7.06
8 0 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.1
9 0 0
9.01
9.02
9.03
9.04
9.05
9.06
9.07
9.08
9.09
9.1
11 0 0
13 1,600,000 59,583 15,820 0 0
13.01
13.02
20 45,497 0 0
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.1
21 37,709 4,594 0 0
22 200,000 13,622 6,164 0 0
34 18,460 10,352 0 0
48 150,000 14,538 3,262 0 0
52 15,500 0 0
53 15,767 0 0
53.01
53.02
54 16,550 2,450 0 0
55 200,000 33,625 1,851 0 0
58 15,932 0 0
60 160,662 22,786 20,669 0 0
61 14,480 13,866 0 0
66 15,417 1,129 0 0
68 200,000 10,352 1,342 0 0
80 100,000 6,577 4,182 0 0
82 5,025 3,495 0 0
83 0 0
84 40,000 9,304 885 0 0
84.01
84.02
102 10,500 6,717 0 0
103 0 0
104 6,976 2,223 0 0
108 4,421 2,899 0 0
112 90,000 16,710 0 0
112.01
112.02
115 10,692 3,288 0 0
116 7,553 1,518 0 0
118 225,000 22,818 632 0 0
124 150,000 6,930 1,165 0 0
125 0 0
126 75,000 7,084 1,034 0 0
129 9,188 1,997 0 0
143 2,943 2,445 0 0
143.01
143.02
144 0 0
147 8,958 461 0 0
149 6,529 4,410 0 0
151 72,000 4,363 974 0 0
161 90,000 2,428 291 0 0
162 10,760 2,476 3 3
164 8,730 0 0
172 3,240 1,409 0 0
172.01
172.02
172.03
172.04
196 4,108 305 0 0
202 0 0
211 2,353 435 0 0
257 3,116 398 0 0
267 0 0
SCHEDULE III
MERS MORTGAGE LOANS
------------------------------------------------------------------------------------
MERS NUMBER PROPERTY NAME POOL
------------------------------------------------------------------------------------
1 MERS - 8000101-0000005977-3 Xxxx and Sylmar Biomedical Parks MLMT 2007-C1
------------------------------------------------------------------------------------
2 MERS 8000101-0000006447-6 X-Xxxx XXX 00 XXXX 0000-X0
------------------------------------------------------------------------------------
3 MERS - 8000101-0000004897-4 University Xxxx Xxxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
4 MERS 8000101-0000006447-6 X-Xxxx XXX 00 XXXX 0000-X0
------------------------------------------------------------------------------------
5 MERS 8000101-0000006447-6 X-Xxxx XXX 00 XXXX 0000-X0
------------------------------------------------------------------------------------
6 MERS - 8000101-0000005976-5 FIDM Xxx Xxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
7 MERS 8000101-0000006447-6 X-Xxxx XXX 00 XXXX 0000-X0
------------------------------------------------------------------------------------
8 MERS - 8000101-0000005552-4 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
9 MERS - 8000101-0000005925-2 Xxxxxxxxxx Xxxx Xxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
10 MERS - 8000101-0000005983-1 Xxxxxxx Xxxxxxxx Xxxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
11 MERS 8000101-0000005628-2 Xxxxx Xxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
12 MERS - 8000101-0000005758-7 Xxxxxx Xxxxx Xxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
13 MERS - 8000101-0000005718-1 Xxxxx Xxx Xxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
14 MERS 8000101-0000006082-1 Gander Xxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
15 MERS 8000101-0000005699-3 Xxxxxxxx Xxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
16 MERS 8000101-0000005860-1 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
17 MERS 8000101-0000005791-8 000 Xxxxxx Xxxxxx Xxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
18 MERS - 8000101-0000005806-4 Xxxxx Xxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
19 MERS 8000101-0000005555-7 Hilton Xxxxxx Xxx - Xxxx Xxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
20 MERS - 8000101-0000005879-1 Xxxxx Xxxxx Xxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
21 MERS 8000101-0000005590-4 Xxxxx Xxxxxx Xxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
22 MERS - 8000101-0000005737-1 Xxxxxx Xxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
23 MERS - 8000101-0000005873-4 Xxxxxx Brothers Shoppes MLMT 2007-C1
------------------------------------------------------------------------------------
24 MERS - 8000101-0000005786-8 ZYA Xxxxxxxxx XXXX 0000-X0
------------------------------------------------------------------------------------
EXHIBIT A
FREE WRITING PROSPECTUS DATED JULY 27, 2007
Xxxxxxx Xxxxx Mortgage Trust 2007-C1
The information in this material clarifies, updates or modifies
certain of the information contained in the free writing prospectus, dated July
16, 2007 (the "7/16/07 FWP") and the preliminary structural and collateral term
sheet, dated July 13, 2007.
Collateral Updates:
Six mortgage loans have been removed from the mortgage pool. They
are identified on the file attached to this material captioned "MLMT 07-C1 Annex
Changes".
With respect to the DRA/Colonial Office Portfolio loan (loan number
4), the related borrower's interest in one of the nineteen constituent
properties, known as the Peachtree Street, is comprised of a condominium
interest for approximately 92% of the related units. The condominium association
owns an adjacent parking garage that services the Peach Street property but the
parking garage is neither a current common element of the condominium regime nor
collateral for the DRA/Colonial Office Portfolio loan. The holder of the
mortgage lien on the parking garage has agreed, however, that it will not take
any enforcement action while the DRA/Colonial Office Portfolio loan is
outstanding and its lien will be extinguished in the event of a foreclosure of
the DRA/Colonial Office Portfolio loan.
With respect to the DRA/Colonial Office Portfolio loan (loan number
4), the $153,684,437 future advance contemplated by the loan documents has now
been funded.
With respect to the Och-Ziff Retail Portfolio loan (loan number 5) ,
the largest tenant, Xxx Xxxxxxx and Xxx Xxxxxxx d/b/a America's Custom Design
Center ("America's Custom"), at Colonial Promenade Hunter's Creek (one of the 11
mortgaged properties securing the Och-Ziff Retail Portfolio loan) (the "Center")
has vacated its premises. Before America's Custom vacated its premises, the
Center was 100% occupied and the Och-Ziff Retail Portfolio was 94.8% occupied,
and, as of the date hereof, the Center is 52.6% occupied and the Och-Ziff Retail
Portfolio is 90.1% occupied. Colonial Properties Trust, an Alabama real estate
investment trust ("CPT Reit") (NYSE:CLP), which entity owns an indirect interest
in the Och-Ziff Retail Portfolio borrower, has provided a guaranty in favor of
the Och-Ziff Retail Portfolio borrower pursuant to which CPT Reit guaranteed
lease payments (in the amount that is due under the lease executed by America's
Custom) with respect to the vacated premises through September 30, 2011. No
assurance can be given that CPT Reit will perform its obligations under the
guarantee if and when ca lled upon to do so.
With respect to the Xxxx & Sylmar Biomedical Parks loan (loan number
13), historic monitoring since 2002 of groundwater impacted by volatile organic
compounds shows a general trend of stable or declining concentrations. An April
2007 site remediation closure strategy states that, based on information
provided by the Regional Water Quality Control Board (RWQCB), the mortgaged real
property is appropriate for site closure. The site remediation closure strategy
recommends implementation of a land use restriction prohibiting the use of
groundwater for potable or irrigation purposes. A Phase I environmental site
assessment performed on June 1, 2007 recommends annual review of regulatory
files at the RWQCB until such time that site closure is granted. The related
mortgage loan seller has not received notification that the RWQCB has granted
site closure or that the RWQCB is not requiring active remediation.
With respect to the Lindbergh Plaza loan (loan number 94), the local
jurisdiction has notified Home Depot, anchor tenant at the mortgaged property,
that the tenant's operation of an outdoor sales area constitutes a zoning
violation. While the tenant is seeking to obtain the necessary permits for such
operations, there is no assurance that such permits will be granted, or that the
inability of the tenant to conduct such sales would not materially adversely
affect the tenant and the related mortgage loan.
With respect to the Hawthorn Suites Naples loan (loan number 114)
the loan allows for future mezzanine debt with a maximum combined LTV of 75% and
a minimum combined DSCR of 1.20x
With respect to the Melrose Ave. Retail loan (loan number 252),
which was determined to be likely to experience a probable maximum loss of
approximately 22% of the estimated replacement cost of the improvements, the
related borrower was not required to maintain earthquake insurance.
18 of the mortgaged real properties, which represent security for
approximately 3.8% of the initial mortgage pool balance and approxim ately 2.1%
of the initial loan group 1 balance, and approximately 7.2% of the initial loan
group 2 balance, are secured by student housing facilities or multifamily
properties predominantly rented by students.
Capmark Finance Inc. is anticipated to be a sub-servicer for
mortgage loans aggregating more than 10%, but less than 20%, of the initial
mortgage pool balance.
Please see the attached file captioned "MLMT 07-C1 Annex Changes"
for additional modifications to mortgage loan information in the 7/16/07 FWP
<<MLMT 07-C1 Annex Changes.xls>>
Free Writing Prospectus Legend
The depositor has filed a registration statement (including a
prospectus) with the SEC (SEC File No. 333-142235) for the offering to which
this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the depositor has filed with the
SEC for more complete information about the depositor, the issuing entity and
this offering. You may get these documents for free by visiting XXXXX on the SEC
Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling toll free 000-000-0000.
Information in this material regarding any assets backing any
securities discussed herein supersedes all prior contrary information regarding
such assets.
This material is for your information and none of Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Sachs & Co. or Xxxxxx Xxxxxxx &
Co. Incorporated (the "Underwriters") is soliciting any action based upon it.
The Underwriters and their affiliates, officers, directors, partners and
employees, including persons involved in the preparation of issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned herein or derivatives thereof (including
options).
Any legends, disclaimers or other notices that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached, that are substantially similar to or in the
nature of the following are not applicable to these materials and should be
disregarded:
(i) disclaimers regarding accuracy or completeness of the
information contained herein or restrictions as to reliance on the information
contained herein by investors;
(ii) disclaimers of responsibility or liability;
(iii) statements requiring investors to read or acknowledge that
they have read or understand the registration statement or any disclaimers or
legends;
(iv) language indicating that this communication is neither a
prospectus nor an offer to sell or a solicitation or an offer to buy;
(v) statements that this information is privileged, confidential or
otherwise restricted as to use or reliance; and
(vi) legends that information contained in these materials will be
superseded or changed by the final prospectus, if the final prospectus is not
delivered until after the date of the contract for sale.
Such legends, disclaimers or other notices have been automatically
generated as a result of these materials having been sent via Bloomberg or
another email system.
XXXX 0000-X0
7/23/2007
LOANS THAT HAVE BEEN REMOVED FROM THE MORTGAGE POOL
LOAN NUMBER 41 0000 0xx Xxxxxx 7,900,000
LOAN NUMBER 42 00000 Xxxxxxxx Xxxxxxxxx 6,400,000
LOAN NUMBER 43 0000 0xx Xxxxxx 5,250,000
LOAN NUMBER 000 Xxxxxxxxx Xxxxxx 3,300,000
LOAN NUMBER 200 Royal Coach Village MHP 2,300,000
LOAN NUMBER 213 Walgreens - Swansboro, NC 2,080,000
ANNEX A-1 TO THE 7/16/07 FWP IS HEREBY AMENDED WITH RESPECT TO THE REVISED
CHARACTERISTICS SET FORTH BELOW:
LOAN
NUMBER LOAN NAME CHARACTERISTIC 7/23/07 FWP VALUE 7/16/07 FWP VALUE
5.00 Och - Ziff Retail Portfolio Occupancy % 90.1 94.8
5.06 Colonial Promenade Hunter's Creek Occupancy % 52.6 100
5.06 Colonial Promenade Hunter's Creek Largest Tenant Name Publix Xxx Xxxxxxx and Xxx Xxxxxxx
d/b/a America's Custom Design
Center
5.06 Colonial Promenade Hunter's Creek Largest Tenant Unit Size 56,000.00 107806
5.06 Colonial Promenade Hunter's Creek Largest Tenant Lease Expiration 11/18/2012 9/30/2011
5.06 Colonial Promenade Hunter's Creek 2nd Largest Tenant Name Frank's Place Publix #0427
5.06 Colonial Promenade Hunter's Creek 2nd Largest Tenant Unit Size 7,700 56,000
5.06 Colonial Promenade Hunter's Creek 2nd Largest Tenant Lease Expiration 12/31/2011 11/18/2012
5.06 Colonial Promenade Hunter's Creek 3rd Largest Tenant Name Crispers Frank's Place
5.06 Colonial Promenade Hunter's Creek 3rd Largest Tenant Unit Size 5,400 7,700
5.06 Colonial Promenade Hunter's Creek 3rd Largest Tenant Lease Expiration 10/31/2015 12/31/2011
13.00 Xxxx & Sylmar Biomedical Parks Appraised Value 108,500,000 102,000,000
13.00 Xxxx & Sylmar Biomedical Parks Maturity LTV 59.9 63.7
13.00 Xxxx & Sylmar Biomedical Parks Cut-Off Date LTV 59.9 63.7
13.01 Xxxx Biomedical Park Appraised Value 86,500,000 80,000,000
21.00 FIDM Los Angeles UW DSCR 1.20 1.19
21.00 FIDM Los Angeles UW Revenues 4,765,002 4,767,472
21.00 FIDM Los Angeles UW Expenses 1,658,381 1,684,179
21.00 FIDM Los Angeles UW NCF 2,895,595 2,872,266
21.00 FIDM Los Angeles UW NOI 3,106,621 3,083,293
82.00 Forest Meadow Apartments Annual P&I Debt Service 732,861 737,419
82.00 Forest Meadow Apartments Maturity/ARD Balance 9,883,574 9,889,373
82.00 Forest Meadow Apartments Maturity LTV 74.3 74.4
82.00 Forest Meadow Apartments Interest Rate 6.3360 6.3900
82.00 Forest Meadow Apartments Original Prepayment Provision LO(24),Def(93),O(3) LO(24),DeforYM1%(93),O(3)
(Payments)
-62-
LOAN
NUMBER LOAN NAME CHARACTERISTIC 7/23/07 FWP VALUE 7/16/07 XXX XXXXX
00.00 Xxxxxxxxx Xxxxx Xxxxxx X&X Debt Service 586,454 562,135
94.00 Lindbergh Plaza Interest Rate 6.2700 6.0100
94.00 Lindbergh Xxxxx XX XXXX 0.00 0.00
00.00 Xxxxxxxxx Xxxxx XX Xxxxxxxx 1,094,395 1,078,769
94.00 Lindbergh Plaza UW Expenses 366,168 365,699
94.00 Xxxxxxxxx Xxxxx XX XXX 000,000 000,000
00.00 Xxxxxxxxx Xxxxx XX XXX 728,227 713,070
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx X&X Debt Service 573,975 579,736
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Maturity/ARD Balance 6,450,448 6,486,708
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Maturity LTV 56.1 56.4
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Cut-Off Date Balance 7,470,000 7,500,000
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Interest Rate 6.6250 6.6830
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx Original Balance 7,470,000 7,500,000
108.00 000 Xxxxxx Xxxxxx Xxxxxxxxx XX XXXX 1.35 1.34
143.00 Xxxxxx Portfolio Original Prepayment Provision LO(24),Def(95),O(1) LO(24),Def(93),O(3)
(Payments)
161.00 Cottonwood Crest Annual P&I Debt Service 292,171 288,098
161.00 Cottonwood Crest Maturity/ARD Balance 3,917,429 3,912,214
161.00 Cottonwood Crest Maturity LTV 76.8 76.7
161.00 Cottonwood Crest Interest Rate 6.3920 6.2700
161.00 Cottonwood Crest Original Prepayment Provision LO(24),Def(93),O(3) LO(24),DeforYM1%(93),O(3)
(Payments)
161.00 Cottonwood Crest UW DSCR 1.27 1.28
199.00 Walgreens - Jasper, IN Annual P&I Debt Service 147,653 148,832
199.00 Walgreens - Jasper, IN Interest Rate 6.2600 6.3100
199.00 Walgreens - Jasper, IN UW DSCR 1.36 1.34
-63-
