EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is
dated and effective as of March 1, 2008, between Bank of America, National
Association, as seller (the "Seller" or "Bank of America"), and Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or "BACM").
The Seller desires to sell, assign, transfer and otherwise convey to
the Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Schedule I (the
"Mortgage Loan Schedule"): except that the Seller will retain the master
servicing rights (the "Servicing Rights") with regard to the Mortgage Loans in
its capacity as Master Servicer (as defined below) and shall enter into certain
Sub-Servicing Agreements with Sub-Servicers, all as contemplated in the Pooling
and Servicing Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of the
Mortgage Loans to a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement (as defined below). Beneficial ownership of the assets of
the Trust (such assets collectively, the "Trust Fund") will be evidenced by a
series of commercial mortgage pass-through certificates (the "Certificates").
Certain classes of the Certificates will be rated by Xxxxx'x Investors Service,
Inc. and/or Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc. (together, the "Rating Agencies"). Certain classes of the
Certificates (the "Offered Certificates") will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Trust will be
created and the Certificates will be issued pursuant to a pooling and servicing
agreement to be dated as of March 1, 2008 (the "Pooling and Servicing
Agreement"), among BACM, as depositor, Bank of America, as master servicer (the
"Master Servicer"), LNR Partners, Inc., as special servicer (the "Special
Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"), and LaSalle Bank
National Association, as certificate administrator (in such capacity, the
"Certificate Administrator") and as REMIC administrator. Capitalized terms used
but not otherwise defined herein have the respective meanings assigned to them
in the Pooling and Servicing Agreement.
BACM intends to sell the Offered Certificates to Banc of America
Securities LLC ("BAS") and Xxxxxx Brothers Inc. ("Xxxxxx Brothers" and, together
with BAS, the "Underwriters") pursuant to an underwriting agreement, dated as of
March 5, 2008 (the "Underwriting Agreement"). BACM intends to place the
remaining Classes of Certificates (the "Non-Offered Certificates") through BAS,
as placement agent (in such capacity, the "Placement Agent"), pursuant to a
private placement agency agreement, dated as of March 5, 2008 (the "Private
Placement Agency Agreement"), between BACM and BAS. The Offered Certificates are
more fully described in the prospectus dated March 5, 2008 (the "Base
Prospectus"), and the supplement to the Base Prospectus dated March 5, 2008 (the
"Prospectus Supplement"; and, together with the Base Prospectus, the
"Prospectus"), as each may be amended or supplemented at any time hereafter. The
privately offered Non-Offered Certificates are more fully described in a private
placement memorandum, dated March 5, 2008 (the "Memorandum"), as it may be
amended or supplemented at any time hereafter.
The Seller will indemnify the Underwriters, the Placement Agent and
certain related parties with respect to certain disclosure regarding the
Mortgage Loans and contained in the Prospectus, the Memorandum and certain other
disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated as of March 5, 2008 (the
"Indemnification Agreement"), among the Seller, the Purchaser, the Underwriters
and the Placement Agent.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase and Sell.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing, which
amount includes interest accrued on the Mortgage Loans after the Cut-off Date
and takes into account credits, sales concessions and such other adjustments,
which amount shall be payable on or about March 18, 2008 in immediately
available funds. The Purchaser shall be entitled to all interest accrued on the
Mortgage Loans on and after the Cut-off Date and all principal payments received
on the Mortgage Loans after the Cut-off Date except for principal and interest
payments due and payable on the Mortgage Loans on or before the Cut-off Date,
which shall belong to the Seller.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights), including
without limitation all principal and interest due on or with respect to the
Mortgage Loans after the Cut-off Date, together with Bank of America's right,
title and interest in and to any related insurance policies and all other
documents in the related Mortgage Files.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement, the Seller
shall deliver or cause to be delivered to the Purchaser or, if so directed by
the Purchaser, to the Trustee or a custodian designated by the Trustee (a
"Custodian"), the documents, instruments and agreements required to be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling and Servicing
Agreement, and meeting all the requirements of such Section 2.01, and such other
documents, instruments and agreements as the Purchaser or the Trustee shall
reasonably request.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered or caused to be delivered to the Trustee the Mortgage File
for each Mortgage Loan. All Mortgage Files delivered prior to the Closing Date
will be held by the Trustee in escrow at all times prior to the Closing Date.
Each Mortgage File shall contain the documents set forth in the definition of
Mortgage File under the Pooling and Servicing Agreement.
(e) If the Seller is unable to deliver or cause the delivery of any
original Mortgage Note, it may deliver a copy of such Mortgage Note, together
with a lost note affidavit, and indemnity, and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2(c). If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi), (viii) and (x) of the definition of "Mortgage File"
in the Pooling and Servicing Agreement, with evidence of recording or filing (if
applicable, and as the case may be) thereon, solely because of a delay caused by
the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as the case may be, so long as a copy of
such document or instrument, certified by the Seller as being a copy of the
document deposited for recording or filing, has been delivered, and then subject
to the requirements of Section 4(d), the delivery requirements of Section 2(c)
shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the related Mortgage File. If the
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, because such document or instrument has been delivered
for recording or filing, as the case may be, then subject to Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File. If the Seller cannot so deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely because such
policy has not yet been issued, the delivery requirements of Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing item shall
be deemed to have been included in the related Mortgage File; provided that the
Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on
or before the Closing Date, a binding commitment for title insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related title company
or its authorized agent.
(f) [Reserved].
(g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.
(h) If and when the Seller is notified of or discovers any error in
the Mortgage Loan Schedule attached to this Agreement as to which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and
distribute such amended Mortgage Loan Schedule to the parties to the Pooling and
Servicing Agreement; provided, however, the correction or amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure of a Material
Breach.
(i) 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 the consideration referred to in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available hereunder for a breach of
the Seller's representations and warranties set forth in Section 4, subject to
the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to and for the benefit
of the Purchaser as of the Closing Date that:
(i) The Seller is a national banking association, duly authorized,
validly existing and in good standing under the laws of the United States
of America.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance of Seller's obligations under this Agreement, will not
violate the Seller's organizational documents or 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 agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the Seller's good faith and
commercially reasonable judgment is likely to affect materially and
adversely either the ability of the Seller to perform its obligations
under this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter into and
perform its obligations under this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws affecting
the enforcement of creditors' rights generally and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which if determined adversely to the Seller
would prohibit the Seller from entering into this Agreement, or in the
Seller's good faith and reasonable judgment, would be likely to materially
and adversely affect either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Seller of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings and recordings of loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after
the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date (or as of
such other dates specifically provided in the particular representation and
warranty), with respect to (and solely with respect to) each Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller thereof in writing
and request that the Seller correct or cure such Material Breach or Material
Document Defect. Within 90 days of the earlier of discovery or receipt of
written notice by the Seller that there has been a Material Breach or a Material
Document Defect (such 90-day period, the "Initial Resolution Period"), the
Seller shall (i) cure such Material Breach or Material Document Defect, as the
case may be, in all material respects or (ii) repurchase each affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related Purchase
Price in accordance with the terms hereof and, if applicable, the terms of the
Pooling and Servicing Agreement, with payment to be made in accordance with the
reasonable directions of the Purchaser; provided that if the Seller certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such Material Breach or Material Document Defect, as the case may
be, does not and will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being corrected or cured but not within the applicable Initial
Resolution Period, (iii) that the Seller has commenced and is diligently
proceeding with the cure of such Material Breach or Material Document Defect, as
the case may be, within the applicable Initial Resolution Period, and (iv) that
the Seller anticipates that such Material Breach or Material Document Defect, as
the case may be, will be corrected or cured within an additional period not to
exceed the Resolution Extension Period (as defined below), then the Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, if the Seller's obligation to repurchase
any Defective Mortgage Loan as a result of a Material Breach or Material
Document Defect arises within the three-month period commencing on the Closing
Date (or within the two-year period commencing on the Closing Date if the
Defective Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective Mortgage Loan (but, in any event, no later than such repurchase
would have to have been completed), (i) replace such Defective Mortgage Loan
with one or more substitute mortgage loans that individually and collectively
satisfy the requirements of the definition of "Qualifying Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding Substitution Shortfall Amount, such substitution and payment to be
effected in accordance with the terms of the Pooling and Servicing Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan shall be on a
whole loan, servicing released basis. The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or
Material Document Defect, but if the Seller discovers a Material Breach or
Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
For purposes of this Section 4(c), "Resolution Extension Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the
applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following receipt by the Seller of written
notice from the Master Servicer or the Special Servicer of the occurrence
of any Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(iii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a not a Specially Serviced Loan as of
the commencement of the applicable Initial Resolution Period, but as to
which a Servicing Transfer Event occurs during such Initial Resolution
Period, the period commencing at the end of the applicable Initial
Resolution Period and ending on, and including, the 90th day following
receipt by the Seller of written notice from the Master Servicer or the
Special Servicer of the occurrence of such Servicing Transfer Event; and
(iv) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, zero days;
provided, however, if the Seller did not receive written notice from the
Master Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of the commencement of the applicable Initial Resolution Period,
then such Servicing Transfer Event shall be deemed to have occurred during
such Initial Resolution Period and the immediately preceding clause (iii)
of this definition will be deemed to apply.
In addition, the Seller shall have an additional 90 days to cure
such Material Document Defect or Material Breach, provided that the Seller has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach and such failure to cure is solely the result of a
delay in the return of documents from the local filing or recording authorities.
If one or more of the Mortgage Loans constituting a
Cross-Collateralized Set of Mortgage Loans are the subject of a Breach or
Document Defect, then, for purposes of (i) determining whether such Breach or
Document Defect is a Material Breach or Material Document Defect, as the case
may be, and (ii) the application of remedies, such Cross-Collateralized Set of
Mortgage Loans shall be treated as a single Mortgage Loan.
If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (that provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable Material Breach or Material
Document Defect does not constitute a Material Breach or Material Document
Defect, as the case may be, as to any related Cross-Collateralized Mortgage Loan
or applies to only specific Mortgaged Properties included in such portfolio
(without regard to this paragraph), then the applicable Material Breach or
Material Document Defect (as the case may be) will be deemed to constitute a
Material Breach or Material Document Defect (as the case may be) as to any
related Cross-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Seller shall repurchase or substitute for any
related Cross-Collateralized Mortgage Loan in the manner described above unless,
in the case of a Material Breach or Material Document Defect, both of the
following conditions would be satisfied if the Seller were to repurchase or
substitute for only the affected Cross-Collateralized Mortgage Loans or affected
Mortgaged Properties as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph: (i) the debt service coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties for the four calendar quarters immediately preceding the repurchase
or substitution is not less than the greater of (a) the debt service coverage
ratio immediately prior to the repurchase, (b) the debt service coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and (c) 75%. In the
event that both of the conditions set forth in the preceding sentence would be
satisfied, the Seller may elect either to repurchase or substitute for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which
the Material Breach or Material Document Defect exists or to repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or Mortgaged
Properties.
To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan, forbear from
enforcing 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 affected Cross-Collateralized Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Cross-Collateralized Mortgage Loans or
Mortgaged Properties held by such party, then both parties shall forbear from
exercising such remedies until the related loan documents can be modified to
remove the threat of impairment as a result of the exercise of remedies.
"Primary Collateral" shall mean the Mortgaged Property directly securing a
Cross-Collateralized Mortgage Loan excluding, however, any Mortgaged Property as
to which the related lien may only be foreclosed upon by exercise of
cross-collateralization of such loans.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 4(c), the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.
Except as set forth in Section 4(f), it is understood and agreed
that the obligations of the Seller set forth in this Section 4(c) to cure a
Material Breach or a Material Document Defect or repurchase or replace the
related Defective Mortgage Loan(s), constitute the sole remedies available to
the Purchaser with respect to any Breach or Document Defect.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c) that the
Purchaser shall have executed and delivered such instruments of transfer or
assignment then presented to it by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller the legal and beneficial ownership of
such Defective Mortgage Loan (including any property acquired in respect thereof
or proceeds of any insurance policy with respect thereto ), to the extent that
such ownership interest was transferred to the Purchaser hereunder.
(d) Subject to the specific delivery requirements set forth in the
Pooling and Servicing Agreement, if the Seller cannot deliver on the Closing
Date any document that is required to be part of the Mortgage File for any
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain, and deliver
to the Purchaser or its designee, all documents missing from such Mortgage
File that were required to be delivered by the Seller;
(ii) the Seller shall provide the Purchaser with periodic reports
regarding its efforts to complete such Mortgage File, such reports to be
made on the 90th day following the Closing Date and every 90 days
thereafter until the Seller has delivered to the Purchaser or its designee
all documents required to be delivered by the Seller as part of such
Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its designee
of any notice of any remaining deficiencies to such Mortgage File as of
the 90th day following the Closing Date, the Seller shall reconfirm its
obligation to complete such Mortgage File and to correct all deficiencies
associated therewith, and, if it fails to do so within 45 days after its
receipt of such notice, the Seller shall deliver to the Purchaser or its
designee a limited power of attorney (in a form reasonably acceptable to
the Seller and the Purchaser) permitting the Purchaser or its designee to
execute all endorsements (without recourse) and to execute and, to the
extent contemplated by the Pooling and Servicing Agreement, record all
instruments or transfer and assignment with respect to the subject
Mortgage Loan, together with funds reasonably estimated by the Purchaser
to be necessary to cover the costs of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties under
the Pooling and Servicing Agreement for any out-of-pocket costs and
expenses resulting from the Seller's failure to deliver all documents
required to be part of such Mortgage File; and
(v) the Seller shall otherwise use commercially reasonable efforts
to cooperate with the Purchaser and any parties under the Pooling and
Servicing Agreement in any remedial efforts for which a Document Defect
with respect to such Mortgage File would otherwise cause a delay.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any serviced Companion Loan that is deposited into another
securitization, the depositor for such other securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining to
information required by Regulation AB attached to the Pooling and Servicing
Agreement, within the time periods set forth in Article XI of the Pooling and
Servicing Agreement.
(f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section 3.08(a) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto,
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related loan documents do not permit the
lender to require payment of such fees and expenses from the Mortgagor and the
Master Servicer or the Special Servicer, as applicable, has requested that the
related Mortgagor pay such fees and expenses and such Mortgagor refuses to do
so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Purchaser of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings of loan documents and assignments thereof that are contemplated by
the Pooling and Servicing Agreement to be completed after the Closing
Date.
(iii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this agreement by the
Purchaser, will not violate the Purchaser's certificate of incorporation
or by-laws or 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 agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(vi) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Purchaser's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the Purchaser
has received service of process or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and their
affiliates, that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans or the consummation of any
of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Ernst & Young LLP (the
"Accountants") in making available all information and taking all steps
reasonably necessary to permit the Accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at 10:00 a.m., Charlotte
time, on the Closing Date.
The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.
(i) All of the representations and warranties of the Seller and of
the Purchaser specified in Sections 4 and 5 hereof shall be true and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and the Seller, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(iii) The Seller shall have delivered and released to the Purchaser,
the Trustee or a Custodian, or the Master Servicer shall have received to
hold in trust pursuant to the Pooling and Servicing Agreement, as the case
may be, all documents and funds required to be so delivered pursuant to
Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(vi) The Seller (or an affiliate thereof) shall have paid or agreed
to pay all fees, costs and expenses payable to the Purchaser or otherwise
pursuant to this Agreement; and
(vii) Neither the Private Placement Agency Agreement nor the
Underwriting Agreement shall have been terminated in accordance with its
terms.
Each party agrees to use its commercially reasonable best efforts to
perform its respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents.
The Closing Documents shall consist of the following, and the
delivery thereof on or prior to the Closing Date can only be waived and modified
by mutual consent of the parties hereto:
(a) This Agreement, duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement, duly executed and delivered
by the Purchaser and all the other parties thereto; and
(b) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and
(c) Certificate of good standing regarding the Seller from the
Comptroller of the Currency, dated not earlier than 30 days prior to the Closing
Date; and
(d) A certificate of the Seller, executed by an executive officer or
authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Placement Agent may rely to the effect
that (i) the representations and warranties of the Seller in the Agreement are
true and correct in all material respects at and as of the date hereof with the
same effect as if made on the date hereof, and (ii) the Seller has, in all
material respects, complied with all the agreements and satisfied all the
conditions on its part required under the Agreement to be performed or satisfied
at or prior to the date hereof; and
(e) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser, the
Underwriters and the Placement Agent, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Trustee, the Placement Agent and each
Rating Agency; and
(f) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(h) The Indemnification Agreement, duly executed by the respective
parties thereto; and
(i) One or more comfort letters from the Accountants dated the date
of any free writing prospectus, Prospectus Supplement and Memorandum,
respectively, and addressed to, and in form and substance acceptable to the
Purchaser and the Underwriters in the case of the free writing prospectus and
the Prospectus Supplement and to the Purchaser and the Placement Agent in the
case of the Memorandum stating in effect that, using the assumptions and
methodology used by the Purchaser, all of which shall be described in such
letters, they have recalculated such numbers and percentages relating to the
Mortgage Loans set forth in any free writing prospectus, the Prospectus
Supplement and the Memorandum, compared the results of their calculations to the
corresponding items in any free writing prospectus, the Prospectus Supplement
and the Memorandum, respectively, and found each such number and percentage set
forth in any free writing prospectus, the Prospectus Supplement and the
Memorandum, respectively, to be in agreement with the results of such
calculations.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., 000
Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:
Xxxxxxx Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx,
Esq., Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx
Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to
Xxxxx X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or such other address as may
hereafter be furnished to the Seller in writing by the Purchaser; if to the
Seller, addressed to Bank of America, National Association, 000 Xxxxx Xxxxx
Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx, Esq.,
Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx Xxxxx
Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to Xxxxx
X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or to such other addresses as may
hereafter be furnished to the Purchaser by the Seller in writing.
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 or, at the direction of the Purchaser, to the Trustee.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. 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 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity 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. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.
SECTION 17. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller agreed
to be made hereby shall be, and be construed as a sale by the Seller of all of
the Seller's right, title and interest in and to the Mortgage Loans. It is,
further, not intended 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, as the case may be. However, in the event that notwithstanding the
intent of the parties, the Mortgage Loans are held to be property of the Seller,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that, (i) this Agreement
shall also be deemed to be a security agreement within the meaning of Article 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; and (ii) the conveyance provided for in this
Section shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
(A) the Mortgage Notes, the Mortgages, any related insurance policies and all
other documents in the related Mortgage Files, (B) all amounts payable to the
holders of the Mortgage Loans in accordance with the terms thereof (other than
scheduled payments of interest and principal due on or before the Cut-off Date)
and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, whether in the
form of cash, instruments, securities or other property. The Seller and the
Purchaser shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement and the Pooling
and Servicing Agreement. In connection herewith, the Purchaser shall have all of
the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
SECTION 19. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loans (each a "Cross-Collateralized Set"), by their
terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized Set
is identified on the Mortgage Loan Schedule. For purposes of reference, the
Mortgaged Property that relates or corresponds to any of the Mortgage Loans
referred to in this Section 19 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 II hereto and each of the capitalized terms used but not
defined herein but defined in the Pooling and Servicing Agreement, shall be
interpreted in a manner consistent with this Section 19. In addition, if there
exists with respect to any Cross-Collateralized Set only one original of any
document referred to in the definition of "Mortgage File" in the Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Set, then the inclusion of the original of such document in
the Mortgage File for any of the Mortgage Loans in such Cross-Collateralized Set
shall be deemed an inclusion of such original in the Mortgage File for each such
Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans.
SECTION 20. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.
SECTION 21. WAIVER OF TRIAL BY JURY.
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 22. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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.
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
BANC OF AMERICA COMMERCIAL
MORTGAGE INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Sequence Loan Number Loan Originator
--------- ----------- ---------------
1 3290996 LaSalle
1.1 3290996 LaSalle
1.2 3290996 LaSalle
2 3290269 LaSalle
3 3293206 LaSalle
4 3290681 LaSalle
4.1 3290681 LaSalle
4.2 3290681 LaSalle
4.3 3290681 LaSalle
4.4 3290681 LaSalle
4.5 3290681 LaSalle
4.6 3290681 LaSalle
Rollup LaSalle
5 3292042 LaSalle
5.1 3292042 LaSalle
5.2 3292042 LaSalle
5.3 3292042 LaSalle
6 3292430 LaSalle
6.1 3292430 LaSalle
6.2 3292430 LaSalle
6.3 3292430 LaSalle
7 3293826 LaSalle
8 3293784 LaSalle
9 3290129 LaSalle
10 3292273 LaSalle
11 3292448 LaSalle
12 3290772 LaSalle
13 3290574 LaSalle
14 3290434 LaSalle
15 3291598 LaSalle
16 3292174 LaSalle
17 3292570 LaSalle
18 3291226 LaSalle
19 3290053 LaSalle
19.1 3290053 LaSalle
19.2 3290053 LaSalle
19.3 3290053 LaSalle
19.4 3290053 LaSalle
19.5 3290053 LaSalle
19.6 3290053 LaSalle
19.7 3290053 LaSalle
19.8 3290053 LaSalle
19.9 3290053 LaSalle
19.10 3290053 LaSalle
19.11 3290053 LaSalle
19.12 3290053 LaSalle
19.13 3290053 LaSalle
19.14 3290053 LaSalle
19.15 3290053 LaSalle
Rollup LaSalle
20 3291838 LaSalle
21 3291879 LaSalle
22 3291846 LaSalle
23 3291861 LaSalle
24 3291853 LaSalle
25 3291051 LaSalle
26 3290087 LaSalle
26.1 3290087 LaSalle
26.2 3290087 LaSalle
26.3 3290087 LaSalle
26.4 3290087 LaSalle
26.5 3290087 LaSalle
26.6 3290087 LaSalle
26.7 3290087 LaSalle
26.8 3290087 LaSalle
26.9 3290087 LaSalle
26.10 3290087 LaSalle
26.11 3290087 LaSalle
26.12 3290087 LaSalle
26.13 3290087 LaSalle
26.14 3290087 LaSalle
26.15 3290087 LaSalle
27 3291820 LaSalle
28 3290418 LaSalle
29 3290004 LaSalle
30 3292687 LaSalle
31 3292489 LaSalle
32 3292661 LaSalle
33 3292737 LaSalle
34 3290806 LaSalle
35 3291556 LaSalle
36 3290475 LaSalle
37 3290764 LaSalle
38 3293347 LaSalle
38.1 3293347 LaSalle
38.2 3293347 LaSalle
38.3 3293347 LaSalle
38.4 3293347 LaSalle
38.5 3293347 LaSalle
38.6 3293347 LaSalle
38.7 3293347 LaSalle
38.8 3293347 LaSalle
38.9 3293347 LaSalle
38.1 3293347 LaSalle
38.11 3293347 LaSalle
38.12 3293347 LaSalle
39 3290111 LaSalle
40 3291275 LaSalle
41 3291366 LaSalle
42 3291747 LaSalle
43 3290830 LaSalle
44 3291283 LaSalle
45 3292828 LaSalle
46 3290046 LaSalle
47 3290517 LaSalle
48 3292166 LaSalle
49 3292265 LaSalle
50 3292885 LaSalle
51 3291408 LaSalle
52 3290939 LaSalle
53 3290137 LaSalle
54 3290202 LaSalle
55 3291218 LaSalle
56 3293057 LaSalle
57 3293321 LaSalle
Rollup LaSalle
58 3291416 LaSalle
59 3291531 LaSalle
60 3293073 LaSalle
61 3292836 LaSalle
62 3292208 LaSalle
63 3292604 LaSalle
64 3290509 LaSalle
65 3291291 LaSalle
66 3293263 LaSalle
67 3291721 LaSalle
68 3293511 LaSalle
69 3291523 LaSalle
70 3291010 LaSalle
71 3292901 LaSalle
72 3292968 LaSalle
Rollup LaSalle
73 3290616 LaSalle
74 3291333 LaSalle
75 3293768 LaSalle
76 3291507 LaSalle
77 3290160 LaSalle
78 3293388 LaSalle
79 3293123 LaSalle
80 3293164 LaSalle
81 3293313 LaSalle
82 3291358 LaSalle
83 3290715 LaSalle
84 3290491 LaSalle
85 3292216 LaSalle
86 3293032 LaSalle
87 3290236 LaSalle
88 3290012 LaSalle
89 3293743 LaSalle
90 3292554 LaSalle
91 3291127 LaSalle
92 3293834 LaSalle
93 3292596 LaSalle
94 3291424 LaSalle
95 3292018 LaSalle
96 3292794 LaSalle
97 3292877 LaSalle
Rollup LaSalle
98 3290319 LaSalle
99 3290103 LaSalle
100 3292588 LaSalle
101 3293859 LaSalle
102 3291895 LaSalle
103 3291960 LaSalle
104 3293008 LaSalle
105 3290335 LaSalle
106 3290558 LaSalle
107 3292190 LaSalle
108 3292786 LaSalle
109 3292091 LaSalle
110 3290988 LaSalle
111 3293339 LaSalle
112 3292125 LaSalle
113 3291184 LaSalle
114 3290392 LaSalle
115 3291630 LaSalle
116 3291325 LaSalle
117 3290533 LaSalle
118 3292984 LaSalle
119 3291580 LaSalle
120 3293651 LaSalle
121 3290525 LaSalle
122 3291390 LaSalle
123 3291374 LaSalle
124 3292810 LaSalle
125 3291549 LaSalle
126 3292745 LaSalle
127 3290962 LaSalle
128 3292034 LaSalle
129 3291713 LaSalle
130 3291382 LaSalle
131 3292943 LaSalle
132 3290186 LaSalle
133 3290244 LaSalle
134 3293156 LaSalle
135 3293560 LaSalle
136 3293016 LaSalle
137 3290483 LaSalle
138 3290152 LaSalle
139 3290756 LaSalle
140 3293776 LaSalle
141 3292539 LaSalle
142 3292893 LaSalle
143 3291150 LaSalle
144 3293735 LaSalle
145 3293545 LaSalle
146 3293792 LaSalle
147 3290368 LaSalle
148 3293628 LaSalle
149 3292406 LaSalle
150 3293677 LaSalle
151 3290632 LaSalle
152 3290657 LaSalle
153 3292471 LaSalle
153.1 3292471 LaSalle
153.2 3292471 LaSalle
154 3292521 LaSalle
155 3290954 LaSalle
156 3291978 LaSalle
157 3293230 LaSalle
158 3293065 LaSalle
159 3293610 LaSalle
160 3291986 LaSalle
161 3293099 LaSalle
162 3293685 LaSalle
163 3290731 LaSalle
164 3291143 LaSalle
165 3293586 LaSalle
166 3291002 LaSalle
167 3291432 LaSalle
167.1 3291432 LaSalle
167.2 3291432 LaSalle
168 3291929 LaSalle
169 3290889 LaSalle
170 3292372 LaSalle
171 3293040 LaSalle
171.1 3293040 LaSalle
171.2 3293040 LaSalle
171.3 3293040 LaSalle
172 3293578 LaSalle
173 3290673 LaSalle
174 3293354 LaSalle
175 3291168 LaSalle
176 3293537 LaSalle
177 3292729 LaSalle
178 3291564 LaSalle
179 3292778 LaSalle
180 3292919 LaSalle
181 3291911 LaSalle
182 3292307 LaSalle
183 3290822 LaSalle
184 3292950 LaSalle
185 3290020 LaSalle
186 3292331 LaSalle
187 3292075 LaSalle
188 3291788 LaSalle
189 3290970 LaSalle
190 3290541 LaSalle
191 3292513 LaSalle
192 3293727 LaSalle
193 3292620 LaSalle
194 3290095 LaSalle
195 3292869 LaSalle
196 3290897 LaSalle
196.1 3290897 LaSalle
196.2 3290897 LaSalle
196.3 3290897 LaSalle
197 3291739 LaSalle
198 3293495 LaSalle
199 3290798 LaSalle
199.1 3290798 LaSalle
199.2 3290798 LaSalle
199.3 3290798 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
220 3293024 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
232 3291937 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
000 0000000 LaSalle
Sequence Property Name
--------- -----------------------------------------------------------------------------------------------
1 COPT Office Portfolio (Rollup)
1.1 Washington Technology Park I
1.2 Washington Technology Park II
2 600 West Chicago
3 The Hallmark Building
4 Boulder Green Office & Industrial Portfolio (Rollup)
4.1 875 & 000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx
4.2 000 Xxxxx Xxxxxxxxxx Xxxxxx
4.3 0000 Xxxx Xxxxxx Xxxx
4.4 00000 Xxxxxxxx Xxxxxx
4.5 0000 Xxxxxxxxx Xxxxx
4.6 0000 000xx Xxxxxx
Xxxxxxx and Orlando Industrial Portfolio Crossed Loans
5 Memphis Industrial Portfolio (Rollup)
5.1 0000-0000 Xxxx Xxxx Xxxxx
5.2 3080-3150 Stage Post Drive
5.3 7850-8024 Stage Hills Boulevard
6 Orlando Industrial Portfolio (Rollup)
6.1 Xxxxxxx Commerce Center
6.2 Xxxxxxx Commerce Center
6.3 Edgewater Commerce Center
7 Two Liberty Center
8 Yosemite View Lodge
9 000 Xxxxxxxxx Xxxx
00 Xxxxxxxxx/Xxxxxxxxx Xxxxxxxxx Xxxxxx
00 Xxxxxxxx Xxxxxx Corporate Center
00 Xxxxxxx Xxxxxx Office Building
13 Aventerra Apartments
14 AmSouth Center - Shreveport
15 Hyatt on Capitol Hill
16 824 Market
00 Xxxxxx Xxx Xxxxxx Xxxxxxxx
00 Xxxxxx Xxxx Apartments
19 Southeast Bank Portfolio Pool A (Rollup)
19.1 Cypress Point
19.2 Bernwood Park
19.3 Xxxxxx Xxxxxx
00.0 Xxxxxxxx Xxxxxxxx
00.0 Xxxxx Xxxxxxxx Xxxxx
19.6 University Place Office
19.7 Marco Island Xxxxxx
00.0 Xxxx X'Xxxxx Xxxxxx
00.0 Xxxx Xxxxxxxxx
19.10 Forest Drive Office
19.11 Orange City
19.12 West Placerville
19.13 Charlotte Harbor Office
19.14 Xxxxxx Chapel Road
19.15 Xxxxxxxx
Xxxxxx Xxxxxxx / Xxxxxxxx Xxxxx / University Avenue / Rancho Mirada / Villa Norte Crossed Loans
20 Xxxxxx Xxxxxxx
00 Xxxxx Xxxxx
00 Xxxxxxxx Xxxxx
00 Xxxxxxxxxx Xxxxxx
24 Rancho Mirada
25 Darien Business Center
26 Southeast Bank Portfolio Pool C (Rollup)
26.1 Holiday
26.2 Grove City Office
26.3 Bluegrass Xxxxxx
00.0 Xxxxxx Xxxxxx
00.0 Xxxxxxx Xxxxxx
26.6 Xxxxx Island
26.7 Xxxxxxx Xxxx
00.0 XxXxxxx Xxxx
26.9 Cedar Shores Office
26.10 Haddonfield - Kings
26.11 Sonora-Branch
26.12 Staples Mill
26.13 Bloomingdale
26.14 Park Hill
26.15 Xxxxxxx
27 Lakeshore Apartments
28 AmSouth Center - Xxxxxxx
29 0000 Xxxxxx Xxxxxx
30 Reserve at Westland
31 Peddler's Village
32 Renaissance Office Park
00 Xxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxx
35 Holiday Inn Select Norfolk
36 Arrowhead Insurance Building
37 Capital Bank Plaza
38 UNH Apartment Portfolio (Rollup)
38.1 00-00 Xxxxxxxxx Xxxxxx
38.2 Tudor
38.3 Xxxxx
38.4 Xxxxxxx
38.5 Xxxxxxxxx
38.6 Millpond
38.7 Xxxxx
38.8 Xxxxxx
38.9 Xxxxxxx
00.0 Xxxxxxxx
38.11 Xxxxxx Place
38.12 Smart
39 000 Xxxxx Xxxxxxxxx Xxxx Plaza
00 Xxxxxxx Xxxxxx Xxxxxx
00 Xxxxx Xxxx Apartments
42 KMS Building
43 Cedar Lodge
44 GE Transportation Systems
00 Xxxxxxxx Xxxxx
46 1301 University Avenue Southeast
47 Xxxxx Portfolio - Xxxxxx Xxxx
48 Napa Medical Office Building
49 Northbrook Court Professional Plaza
50 Security Office Park
51 Hampton Inn - Monroeville, PA
52 College Xxxx Xxxxx
00 0000 Xxxxxxx Xxxx Xxxxx
54 4400 Building
55 Foothill Crossing
00 Xxxxxx Xxx Xxxxxxxxxx
00 Xxxxx Xxxxxxxxxx
Xxxxxxx Inn and Holiday Inn Express & Suites Crossed Loans
00 Xxxxxxx Xxx Xxxxxx, XX
59 Holiday Inn Express & Suites - Xxxxxx
00 Xxxxx Xxxx Medical Pavilion
61 Xxxxxxx Xxxxx Building
62 NNN - Marriott Summit Watch
63 Pyramids Village
64 Xxxxxxx Xxxxx
00 Xxxxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxxxx
68 Viking Plaza
69 Holiday Inn & Suites Xxxxxxxxxxx
00 Xxxxxxxx Xxxxxxx Apartments
71 Shadow Mountain Apartments
72 ARI - Sorrento Ridge Corp Center
Xxxxxxx Apartments and Greenwich Townhomes Crossed Loans
73 Xxxxxxx Apartments
74 Greenwich Townhomes
75 Woodhill Apartments
76 Hilton Garden Inn Nashville/Smyrna
77 343 W. Erie
78 University Park MHC
79 Tanglewood Apartments
80 Texas Trial Lawyers
00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx
00 Xxxxxxx Xxxxx
00 Xxxxxxx Xxxxx Apartments
84 AT&T Administrative Office
85 NNN - Offices at Interwood
86 SpringHill Suites Savannah Airport
87 0 Xxxxxxxxxx Xxxxx Xxxx
00 00000 Xxxxx Xxxxxxx Expressway
00 Xxxxxxx Xxx Xxxxxxxxxxx-Xxxxxxxxx
00 Xxxxxxxx Xxxx XX Xxxxxx
00 XXX Medical Xxxxxx
00 Xxxxxxxxx xx Xxxxxxxx - Xxxxx, XX
00 Xxxxxxx Xxxxx Shops
94 Hampton Inn Knoxville - East
95 Mammoth Mall
96 Round Top RV Park
97 Xxxxxxxxxxx Business Park
000 Xxxxxxxxxxxx Xxxxxxx and 000 Xxxxxxxx Xxxx Xx. Crossed Loans
98 000 Xxxxxxxxxxxx Xxxxxxx
99 184 Business Park Dr.
100 Prairie Vista III
101 The Galleries of Syracuse
000 Xxxxxxxxx Xxxx
000 Xxxxxxx Xxxxxx SS
104 Spanish Vista Office
105 6770 Bermuda
106 Xxxxx Portfolio - Wendover West Apartments
107 NNN - Gallery Building
108 Rose Garden Apartments
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxxxxx Xxxx
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
000 Xxxxxxx Hotel & Conference Center
113 Farm Fresh Harbor Heights
000 Xxxxxxxx Xxxxxxxx Xxxxxx
000 Xxxxxxxxxxxx Xxxxx
000 Xxxxxxxxxx Business Center
117 Xxxxx Portfolio-Xxxxx Creek
118 South Power Medical
000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx
120 Wedgebrooke Heathrock Xxxxxx
000 Xxxxx Xxxxxxxxx-Xxxxx Xxxxx
000 Xxxxxxx Xxx - Xxxxxxxxxx
000 Xxxxxxxx Xxxxx
000 X Xxxxxx Xxxxxx
000 Xxxxxxx Xxx Express Knoxville-Strawberry Plains
000 Xxxxxxxxx Xxxxxxxx
127 Comfort Inn X-00 Xxxxx
000 Xxxxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxx
000 Xxxxxxx Xxx - Xxxxxxxxx, XX
131 Shops at Katy
132 4221 Forbes Blvd
133 00 Xxxxxx Xxxxx
000 Xxxx'x Xxxxx
000 Xxxxxxxxx, Xxxxxxxxxx
136 Sportsmans Warehouse, Xxxxx AR
137 Associated Wholesale Grocers
138 000 Xxxxxxxxxx Xxxxxx
139 Campus Courtyard II
140 Yorkville Industrial
141 Pier One Retail in Pompano Beach
142 Security Square
143 Extra Space- Lodi
000 Xxxxxxx Xxx - Xxxxxx, XX
145 Walgreens - Mt. Juliet
000 Xxxxxx Xxxxx
147 A-1 Storage of Xxxxxxxxx
000 Xxxxxxxxx, Xxxxxxxxxx
149 One University Place
000 Xxxxxxxx Xxxxxx Xxxxxxxxxx
000 Xxxxxxx Self Storage
152 Bighorn Apartments
153 Peabody & Dartmouth Portfolio (Rollup)
153.1 Peabody & Dartmouth-Peabody
153.2 Peabody & Dartmouth-Dartmouth
154 Philadelphia Retail
155 Comfort Inn - Bellville
000 Xxxxxxxx Xxxx Apartments
157 The Oaks Shopping Center
000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx, XX
159 Walgreens - San Francisco
160 Main Retail Center
161 Summerlake Mobile Home Park
000 Xxxxxxxx Xxxxxx
000 Xxxxxxxxxx Coat Factory
164 Express Self Storage
000 Xxxxxxxxx Xxxx Island
000 Xxxxxxx Xxx & Xxxxxx Xxxxxxxxxxxx-Xxxxx
000 Xxxxxx Xxxxx Complex & 437 Franklin Portfolio (Rollup)
167.1 Harbor Towne Complex
167.2 437 Franklin
000 Xxxxxx Xxxxxx
000 Xxxxxx Xxxx Xxxxxxxx
170 One Monument Way
171 Starbucks Midwest Portfolio (Rollup)
171.1 0000 Xxxx Xxxxxxx Xxxxxx
171.2 0000 Xxxxx Xxxxxxxx Xxxxxx
171.3 4755 Xxxxxxxxx 00xx Xxxxxx
000 Xxxxxxxxx - Xxxxxxxx
000 Xxxxxxxxxxxx Xxxxx
000 Xxxxx Xxxx Xxxxx
175 Exxon Mobil
176 Voyager Bank Building
177 Rite Aid Xxxxxxxx
000 Xxxxxxxxx Xxxxxxxx
179 Rome Apartments
000 Xxxxx Xxxxx xxx Xxxxxxxxx MHP
000 Xxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx Retail Center
000 Xxxxxx Xxxxxx Xxxxx Xxxxxx
184 Sleep Inn - Wilson, NC
185 11th and Xxxxxxx
186 Obici Office/Warehouse
000 Xxxxxxx Xxxxx
000 Xxxx of the Xxxxx
000 Xxxxxxx Xxxxxx - Xxxxxxxx, XX
190 Xxxxx Portfolio-Summit Station
191 Perryville Crossing
000 Xxxxxxxxxx Xxxxx
000 Xxxxxxx Xxx - Xxxxxxxxx
194 169 & 000 Xxxx 000xx Xxxxxx
195 Schlib II
196 Chicago Bank Portfolio (Rollup)
196.1 0000 Xxxxx Xxxxxxx Xxxx
196.2 0000 Xxxx 00xx Xxxxxx
196.3 0000 Xxxx Xxxxxxx Xxxxxx
197 Kingswood Mobile Home Park
000 Xxxxxxxx Xxxxxx Xxxxxxxxxx
000 Xxxxxxxx Self Storage Portfolio (Rollup)
199.1 Carolina Self Storage - Palmetto
199.2 Carolina Self Storage - Forest City
199.3 Carolina Self Storage - Kings Mountain
000 Xxxxx Xxxxx Xxxxxxxxxx
000 Xxxxxxx Manor
000 Xxxxx Xxxx
203 Xxxxxxx Office
204 Centennial Plaza at Riverlakes
000 Xxxxx Xxxxx
206 6259 Bandini Boulevard
207 Mission Apartments
208 Xxxxxxx Shopping Center
000 Xxxx Xxxx Xxxxxxxx Xxxxxx
210 Xxxxxxxx Apartments
211 0000-00 Xxxxx Xxxxxxxxx Xxxxxx
212 Rolling Green Apartments
000 Xxxxxx Xxxxx and Storage
214 Xxxxxxx Apartments
215 All Secure Self Storage
000 Xxxxxxxx Xxxxx
000 Xxxxxx Xxxxx MHP
218 JPMorgan Chase Bank
219 Aurora Health Care
000 Xxxxxx Xxxx Xxxxxxxxxx
000 0000 Xxxxx Xxxxxxxxx
000 Xxxxxx Xxxxx
000 00xx Xxxxxx Retail Center
224 VIP LaFeria Park
225 Kannapolis Self Storage
226 JPA Apartments
227 Walgreens - Rockford
228 Mooresville Retail
229 Perry Self Storage
000 Xxxxxxxx Xxxxx Xxxxx Offices
231 Shady Grove Mobile Home Village
232 Lock Box East
233 AM Medical Properties
234 Xxxxxx Office
235 3 Executive Park Drive
236 47 McCartney Apartments
237 Xxxxxxxxx Apartments
238 CSK Auto
Total
Sequence Street Address City State
--------- ------------------------------------------------------------------ ----------------- -------
1 Various Chantilly VA
1.1 00000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX
1.2 00000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX
2 000 Xxxx Xxxxxxx Xxxxxx, 900-950 West Xxxxxxxxx, 000 Xxxxx Xxxxxxx Xxxxxxx XX
3 00000 Xxxx Xxxxxx Xxxx Xxxxxx XX
4 Various Various Various
4.1 875 & 000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX
4.2 000 Xxxxx Xxxxxxxxxx Xxxxxx Allen TX
4.3 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX
4.4 00000 Xxxxxxxx Xxxxxx Xxxxxx XX
4.5 0000 Xxxxxxxxx Xxxxx Xxxxxx XX
4.6 0000 000xx Xxxxxx Xxxxx Xxxxxxx XX
Various Various Various
5 Various Bartlett TN
5.1 8370-8500 Wolf Lake Drive Bartlett TN
5.2 3080-3150 Stage Post Drive Bartlett TN
5.3 0000-0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX
6 Various Orlando FL
6.1 000-000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx XX
6.2 000-000 Xxxxx Xxxxxxx Xxxx Xxxxxxx XX
6.3 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX
7 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx VA
8 00000 Xxxxx Xxxxxxx 000 Xx Xxxxxx XX
9 000 Xxxxxxxxx Xxxx Xxxxxxxxx XX
10 00000 Xxxxx 00xx Xxxxxx Xxxxxxx XX
11 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx XX
12 00 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX
13 0000 Xxxx Xxxxxxx Xxxxxx Xxxx XX
14 000 Xxxxx Xxxxxx Xxxxxxxxxx XX
15 00 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX
16 000 Xxxxxx Xxxxxx Xxxxxxxxxx DE
17 0000 Xxxxxxx Xxxx Xxxxxxxxxx XX
18 0000 Xxxx Xxxx Xxxx Xxxxxx XX
19 Various Various Various
19.1 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx XX
19.2 00000 Xxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX
19.3 0000 Xxxxx Xxxx 00 Xxxxxx XX
19.4 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX
19.5 0000 Xxxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx XX
19.6 0000 Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx XX
19.7 000 Xxxxxx Xxxxxx Xxxxx Xxxxxx XX
19.8 00000 Xxxxx Xxxx 00 Xxxx XX
19.9 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx XX
19.10 0000 Xxxxxx Xxxxx Xxxxxxxx XX
19.11 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx XX
19.12 0000 X Xxxxxxxx Xxxx Xxxx Xxxxxxxxxxx XX
19.13 00000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxx XX
19.14 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxx XX
19.15 0000 Xxxxx Xxxx Xxxxxxxx XX
Various Various CA
20 11255-79 and 00000 Xxxxxx Xxxx & 00000-00000 Xxxxxx Xxxxxx Xxx Xxxxx XX
21 0000-0000 Xxxxxxx Xxxxx Xx Xxxxx XX
22 00000-00000 Xxxxxxxx Xxx Xxxxxxxx XX
23 0000-0000 Xxxxxxxxxx Xxxxxx and 0000-0000 Xxxxxxxxx Xxxxx Xxx Xxxxx XX
24 000-000 Xxxxx Xxxxx Xxxxx Xx Xxxx Xxx Xxxxxx XX
25 0000-0000 Xxxxx Xxxx Xxxxxx Darien IL
26 Various Various Various
26.1 0000 XX Xxxxxxx 00 Xxxxx Xxxxxxx XX
26.2 0000 Xxxxxxx Xxxx Xxxxx Xxxx XX
26.3 0000 XxXxxxxxx Xxxx Xxxxxxxxxx XX
26.4 0000 Xxxxxxx 00 Xxxx Xxxxxx XX
26.5 000 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx XX
26.6 000 Xxxxx Xxxx Xxxxxxxxxx XX
26.7 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxx XX
26.8 0000 XxXxxxx Xxxx Xxxxxx XX
26.9 0000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxx XX
26.10 00 Xxxxx Xxxxxxx Xxxx Xxxxxxxxxxx XX
26.11 000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX
26.12 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx XX
26.13 000 Xxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx XX
26.14 0000 Xxxx X. Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxx Xxxx XX
26.15 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx XX
27 0000 Xxxxx Xxx Xxxxxx Xxxxxxxxxxx XX
28 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX
29 0000 Xxxxxx Xxxxxx Xxxxxxxx XX
30 0000 Xxxxxxxx Xxx Xxxxxxxxx XX
00 Xxxxx 000 & Xxxxx 000 Xxxxxxx XX
32 0000-0000 Xxxxxxxxxxx Xxxxx Xxx Xxxxx XX
33 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx XX
34 000 Xxxx Xxxxxx Xxxx Xxxxxxxxxxx XX
35 0000 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx XX
36 2544 & 0000 Xxxxxxxx Xxxxx Xxxxxxxx XX
37 000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx XX
38 Various Various NH
38.1 00-00 Xxxxxxxxx Xxxxxx Xxxxxx XX
38.2 00 Xxxxxxx Xxxx Xxxxxx XX
38.3 00 Xxxxxxxx Xxxxxx Xxxxxx XX
38.4 00 Xxxxxxx Xxxx Xxxxxx XX
38.5 00 Xxx Xxxx Xxxxxxx XX
38.6 0 Xxxxxxxx Xxxx Xxxxxx XX
38.7 0 Xxxxxxxxx Xxxxxx Xxxxxx XX
38.8 00 Xxxx Xxxxxx Xxxxxx XX
38.9 00 Xxxx Xxxxxx Xxxxxx XX
38.1 00 Xxxxxxx Xxxx Xxxxxx XX
38.11 00 Xxxxxxx Xxxx Xxxxxx XX
38.12 00 Xxxx Xxxxxx Xxxxxx XX
39 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxxxx XX
40 0000-0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX
41 0000 Xxxxx Xxxx Xxxxx Xxxxxxxx XX
42 0000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxx XX
43 0000 Xxxxx Xxxxxxx 000 Xx Xxxxxx XX
44 0000 Xxxx XXXX Xxxxxxxxx Xxxxxxxxx XX
45 00 Xxxxx 0X Xxxxxxxx XX
46 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx XX
47 000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx XX
48 0000 Xxxxxxx Xxxxxx Xxxx XX
49 0000 Xxxx Xxxx Xxxx Xxxxxxxxxx XX
50 7000-7008 Security Boulevard Baltimore MD
51 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx XX
52 0000 Xxxxxxx Xxxx Xxxxx Xxx Xxxxxxxxx XX
53 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx XX
54 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxx XX
55 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx XX
56 000-000 Xxxxxxxxxxx Xxxxxx Xxxxxxx Xxxx XX
57 00000-00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX
Various Oxford MS
58 000 Xxxxxxxx Xxxxx Xxxxxx XX
59 000 Xxxxxxxx Xxxxx Xxxxxx XX
60 14815-14987 Southwest Freeway Sugar Land TX
61 0000 Xxxxxx Xxxx Xxxx Xxxxxx XX
62 000 Xxxx Xxxxxx Xxxx Xxxx XX
00 Xxxxxxx 00 & Xxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX
64 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxx XX
65 0000 Xxxxxxx Xxxxx Xxxxx XX
66 0000 Xxxx Xxxx Xxxxxxx Xxxxx Xxxxx XX
67 000 Xxxxxx Xxxxxx Xxxxxxxx XX
68 0000 Xxxxxxx 00 Xxxxx Xxxxxxxxxx XX
69 0000 Xxxxxx Xxxx Xxxxxxxxxxx XX
70 00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx XX
71 00000 Xxxxx 00xx Xxxxxx Xxxxxxx XX
72 0000 Xxxxx Xxxxxx Xxx Xxxxx XX
Various Columbus OH
73 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX
74 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx XX
75 0000 Xxxxxxx Xxxx Xxxxxxx XX
76 0000 Xxxxxxxx Xxxxxxxxx Xxxxxx XX
77 000 Xxxx Xxxx Xxxxxx Xxxxxxx XX
78 0000 Xxxxx Xxxxxx Xxxxxxx XX
79 000-000 Xxxx Xxxxxxxxx Xxxxxxxxx Xxxx XX
80 0000 Xxxxxxxx Xxxxxx Xxxxxx XX
81 0000 Xxxx 000xx Xxxxxx Xxxxx Xxxxxx XX
82 000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxxx XX
83 000 Xxxx Xxxxxx Xxxx Xxxxxxxxxxx XX
84 00 Xxxx Xxxxxxx Xxxxxx Xxxxxx XX
85 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX
86 0 Xxx X Xxxxxx Xxxxx Xxxxxxxx XX
87 0 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxxxx XX
88 00000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX
89 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx XX
90 X0000 Xxxxx Xxxxxx Xxxxxxxx XX
91 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxx XX
92 000 Xxxxxx Xxx Xxxxx XX
93 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx XX
94 0000 Xxxxxx Xxxx Xxxxxxxxx XX
95 000 Xxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XX
96 000 Xxxxxx Xxxx Xxxxxxxxxx XX
97 38035 Xxxxxxxxxxx; 00000-00000 Xxxx Xxxxx Xxxxxxx XX
Various Various VA
98 000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
99 000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxx XX
100 0000 Xxxx Xxxx Xxxx Xxxxxx XX
101 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX
102 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX
103 000 Xxxxxxx Xxxx Xxxxxx XX
104 0000 Xxxxx Xxxxxxx Xxxx Xxx Xxxxx XX
105 0000 Xxxxxxx Xxxx Xxx Xxxxx XX
106 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
107 00 Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxxx XX
108 000-000 Xxxxx Xxxxxx Xxxxxxxxxx XX
109 0000 Xxxx Xxxx (Xx. 0) Xxxxxxxxx XX
110 0000-0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX
111 0000 Xxxxx Xxx Xxxxxx Xxxxxx XX
112 00000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxx XX
000 Xxxxx Xxxxxx & West Tazewell Street Norfolk VA
114 0000-00 Xxxxxxx Xxxxxxxxx & 0000-00 Xxxxxxxx Xxxxxx Xxx Xxxxx XX
115 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX
116 000 Xxxxx Xxxx Xxxxx XX
117 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
118 000 Xxxxx Xxxxx Xxxx Xxxx XX
119 0000 Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx XX
120 0000 Xxxxxxxxxxxxx Xxxxxxx Xxxxxxxx XX
121 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
122 00 Xxxxxxxxx Xxxx Xxxxxxxxxx XX
123 000 Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxx XX
124 000 X Xxxxxx Xxxxxxxxxx XX
125 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx XX
126 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx XX
127 0000 Xxx Xxxxx Xxxxxxx Xxxxxxxxx XX
128 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX
129 0000-0000 Xxxx 00xx Xxxxxx Xxxxxxx XX
130 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx XX
131 0000 Xxxx Xxxxx Xxxxxxxxx Xxxx XX
132 0000 Xxxxxx Xxxxxxxxx Xxxxxx XX
133 00 Xxxxxx Xxxxx Xxxxxxx XX
134 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx XX
135 SWC IL Xxxxx 00 xxx XX Xxxxx 000 Xxxxxxxxxx XX
136 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx XX
137 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX
138 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX
139 801,803, & 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX
140 00000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
141 0000-0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx XX
142 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX
143 000 Xxxxx Xxxxxxxx Xxxx Xxxx XX
144 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX
145 000 Xxxxxxxx Xxxx Xx. Xxxxxx XX
146 0000 Xxxxxx Xxxxx Xxxxxxxxxx XX
147 000 Xxxxxx Xxxxx Xxxxxxxxx XX
148 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx XX
149 0000 Xxxxxxxxxx Xxxxx Xxxxxx XX
150 0000 Xxxx Xxxx Xxxxxxxx XX
151 0000 Xxxx Xxxxxx Xxxxx XX
152 0000 X Xxxxxx Xxxxxx XX
153 Various Various MA
153.1 000 Xxxxxxx Xxxxxx Xxxxxxx XX
153.2 000 Xxxxx Xxxx Xxxxxxxxx XX
154 00 Xxxxx 00xx Xxxxxx Xxxxxxxxxxxx XX
155 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx XX
156 0000 Xxxxx Xxxxxx Xxxxxx XX
157 000 Xxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX
158 0000 Xxxxxxxx Xxxx Xxxxxxx XX
000 00 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxxx XX
160 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxx XX
161 0000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxxx XX
162 0000 Xxxxx Xxxxx Xxxx Xxxxxxxx XX
163 000 Xxxxxxxxxxx Xxxxx Xxxxxxx XX
164 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX
165 0000 00xx Xxxxxx Xxxx Xxxxxx XX
166 0000 Xxxxx Xxxxxxxx Xxxx Xxxxxx XX
167 Various Various NY
167.1 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxx XX
167.2 000 Xxxxxxxx Xxxxxx Xxxxxxx XX
168 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxx XX
169 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx XX
000 Xxx Xxxxxxxx Xxx Xxxxxxxx XX
171 Various Various OK
171.1 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx XX
171.2 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX
171.3 0000 Xxxxxxxxx 00xx Xxxxxx Xxx Xxxx XX
172 00000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX
173 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
174 0000 Xxxx Xxxxxx Xxxxxxxxxx XX
175 00000 Xxxx 000xx Xxxxxx Xxxxxxxx XX
176 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx XX
177 00 Xxxxxx Xxxx Xxxxxxxx XX
178 22350 -00000 Xxxxxxxxx Xxxx Xxxxxxxxx XX
179 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxx XX
180 000 Xxxxxx Xxxx Xxxxxxxxxx XX
181 00000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx XX
182 0000 Xxxxxxx Xxxxxx Xxxxx XX
183 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX
184 0000 Xxxxx Xxxxx Xxxxxx XX
185 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxx XX
186 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxx XX
187 0000-0000 Xxxx Xxx Xxxxxx Xxxxxx Xxx Xxxx XX
188 X0000 00xx Xxxxxx Xxxxxxx XX
189 0000 Xxxxxx Xxxx Xxxxxxxx XX
190 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
191 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxx XX
192 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx XX
193 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx XX
194 169 & 000 Xxxx 000xx Xxxxxx Xxx Xxxx XX
195 30844 Century Drive & 00000 Xxxxxxx Xxxxx Xxxxx XX
196 Various Various IL
196.1 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX
196.2 0000 Xxxx 00xx Xxxxxx Summit IL
196.3 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX
197 000 Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxx Xxxxx XX
198 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxx XX
199 Various Various Various
199.1 0000 X.X. Xxxxxxx Xxxxxx Xxxxxxx XX
199.2 000 Xxxx Xxxx Xxxxxx Xxxxxx Xxxx XX
199.3 000 Xxxx Xxxx Xxxxx Xxxxxxxx XX
200 0000 Xxxx Xxxxxxxx Xxxx and 0000 XxXxxxxxx Xxxxxx Xxxx Xxxxxx XX
201 0 Xxxxxxx Xxxxxx Xxxxx XX
202 13343 & 00000 Xxxx Xxxxxxx Xxxxx Xxxxxxxx XX
203 000 Xxxxxxx Xxxx Xxxxxxx Xxxxxx XX
204 0000 Xxxxxx Xxxx Xxxxxxxxxxx XX
205 0000-0000 Xxxxx Xxxx Xxxxxx Xxxxxx XX
206 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxx XX
207 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX
208 0000 XX Xxxxxxx 00 Xxxxxxx XX
209 W134 X0000-00 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxx XX
210 000 Xxxx XxXxxxxxx Xxxxxx Xxxxxxxxxx XX
211 0000-00 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX
212 0000-0000 00xx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX
213 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX
214 00 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx XX
215 0000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxx IN
216 00-00-00 Xxxxxxxx Xxxxx Xxxxxx XX
217 0000 Xxxx Xxxxxxx 00 Xxxxx XX
218 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxx XX
219 4025 and 0000 Xxxxx 00xx Xxxxxx Xxxxxxxxx XX
220 00000 XX Xxxxxxx 00 Xxxxxx Xxxxxxx XX
221 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX
222 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxx XX
223 0000 00xx Xxxxxx Xxxxxxxxx XX
224 000 Xxxx Xxxxxxxxxx 00 Xx Xxxxx XX
225 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX
226 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxxxxxx XX
227 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX
228 000 Xxxxxxxxxx Xxxx Xxxxxxxxxxx XX
229 000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX
230 37605-37641 Pembroke Road Livonia MI
231 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX
232 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX
233 0000 Xxxxx 0000 Xxxx Xxxxxx XX
234 0000 Xxxx Xxxxxxxx Xxxxx Xxxxxxx XX
235 0 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxx Xxxx XX
236 00 XxXxxxxxx Xxxxxx Xxxxxxxxxx XX
237 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx XX
238 0000 Xxxxx Xxxxx Xxxx Xxxxx Xxxxx XX
Sequence Zip Code Mortgage Rate Amortization Basis Original Balance Cut-off Date Balance
--------- -------- ------------- ------------------ ---------------- --------------------
1 20151 5.650% Actual/360 150,000,000 150,000,000
1.1 20151 96,000,000 96,000,000
1.2 20151 54,000,000 54,000,000
2 60610 5.680% Actual/360 134,000,000 134,000,000
3 20171 5.760% Actual/360 64,000,000 64,000,000
4 Various 5.700% Actual/360 62,000,000 62,000,000
4.1 84015 24,386,667 24,386,667
4.2 75002 9,093,333 9,093,333
4.3 46041 9,093,333 9,093,333
4.4 66219 8,225,333 8,225,333
4.5 03063 6,282,667 6,282,667
4.6 75050 4,918,667 4,918,667
Various Actual/360 59,495,000 59,495,000
5 38133 5.660% Actual/360 34,700,000 34,700,000
5.1 38133 18,678,230 18,678,230
5.2 38133 11,663,517 11,663,517
5.3 38133 4,358,254 4,358,254
6 Various 5.670% Actual/360 24,795,000 24,795,000
6.1 32810 10,845,000 10,845,000
6.2 32811 9,850,000 9,850,000
6.3 32810 4,100,000 4,100,000
7 22203 5.510% Actual/360 52,000,000 52,000,000
8 95318 6.330% Actual/360 43,650,000 43,459,555
9 20850 6.650% Actual/360 40,000,000 40,000,000
10 85027 6.010% Actual/360 37,690,000 37,690,000
11 85254 5.900% Actual/360 37,500,000 37,500,000
12 43215 6.500% Actual/360 32,600,000 32,600,000
13 85202 5.844% Actual/360 32,500,000 32,500,000
14 71101 5.760% Actual/360 32,000,000 32,000,000
15 43215 6.550% Actual/360 32,000,000 32,000,000
16 19801 6.135% Actual/360 29,280,000 29,280,000
17 22312 5.760% Actual/360 28,000,000 28,000,000
18 20706 5.580% Actual/360 26,800,000 26,800,000
19 Various 6.800% Actual/360 26,400,000 26,400,000
19.1 32137 3,143,000 3,143,000
19.2 34135 3,050,000 3,050,000
19.3 34669 2,870,000 2,870,000
19.4 30324 2,625,000 2,625,000
19.5 34243 2,570,000 2,570,000
19.6 28262 2,394,000 2,394,000
19.7 34145 2,200,000 2,200,000
19.8 33549 1,620,000 1,620,000
19.9 34209 1,300,000 1,300,000
19.10 29206 1,080,000 1,080,000
19.11 32763 1,040,000 1,040,000
19.12 95667 990,000 990,000
19.13 33980 590,000 590,000
19.14 27517 518,000 518,000
19.15 31907 410,000 410,000
Various Actual/360 25,250,000 25,250,000
20 92126 6.390% Actual/360 6,260,000 6,260,000
21 92037 6.390% Actual/360 5,875,000 5,875,000
22 92040 6.390% Actual/360 5,325,000 5,325,000
23 92115 6.390% Actual/360 4,515,000 4,515,000
24 92078 6.390% Actual/360 3,275,000 3,275,000
25 60561 6.296% Actual/360 23,040,000 23,040,000
26 Various 6.800% Actual/360 22,710,000 22,710,000
26.1 34691 3,100,000 3,100,000
26.2 34224 2,345,000 2,345,000
26.3 30005 2,300,000 2,300,000
26.4 27529 2,235,000 2,235,000
26.5 27517 1,900,000 1,900,000
26.6 29412 1,600,000 1,600,000
26.7 95682 1,525,000 1,525,000
26.8 30084 1,450,000 1,450,000
26.9 34471 1,350,000 1,350,000
26.10 08033 1,200,000 1,200,000
26.11 95370 990,000 990,000
26.12 23228 860,000 860,000
26.13 33511 860,000 860,000
26.14 72116 615,000 615,000
26.15 23831 380,000 380,000
27 65807 6.320% Actual/360 22,500,000 22,500,000
28 39201 6.360% Actual/360 22,000,000 22,000,000
29 60201 5.510% Actual/360 21,600,000 21,600,000
30 37923 6.030% Actual/360 21,000,000 21,000,000
31 18931 6.420% Actual/360 20,000,000 20,000,000
32 89119 5.940% Actual/360 19,875,000 19,875,000
33 28803 5.885% Actual/360 19,646,250 19,646,250
34 30281 5.560% Actual/360 19,500,000 19,500,000
35 23502 6.310% Actual/360 19,500,000 19,414,546
36 92009 5.950% Actual/360 18,500,000 18,500,000
37 27601 5.770% Actual/360 18,400,000 18,400,000
38 Various 6.100% Actual/360 18,000,000 18,000,000
38.1 03824 4,687,473 4,687,473
38.2 03824 3,092,333 3,092,333
38.3 03824 2,014,914 2,014,914
38.4 03824 1,888,982 1,888,982
38.5 03823 1,065,000 1,065,000
38.6 03824 900,000 900,000
38.7 03824 895,000 895,000
38.8 03824 870,000 870,000
38.9 03824 845,000 845,000
38.1 03824 790,574 790,574
38.11 03824 510,725 510,725
38.12 03824 440,000 440,000
39 60546 6.500% Actual/360 17,400,000 17,326,894
40 90220 5.700% Actual/360 17,000,000 17,000,000
41 31904 6.220% Actual/360 17,000,000 16,893,650
42 48108 6.030% Actual/360 16,750,000 16,750,000
43 95318 6.450% Actual/360 16,350,000 16,265,200
44 32904 6.310% Actual/360 16,000,000 16,000,000
45 02563 6.330% Actual/360 15,825,000 15,825,000
46 55414 6.250% Actual/360 15,375,000 15,375,000
47 27409 6.080% Actual/360 15,120,000 15,120,000
48 94558 5.970% Actual/360 15,000,000 15,000,000
49 60062 6.320% Actual/360 14,150,000 14,150,000
50 21244 5.760% Actual/360 14,080,000 14,080,000
51 15146 6.455% Actual/360 13,750,000 13,750,000
52 77384 6.220% Actual/360 13,200,000 13,200,000
53 95833 6.350% Actual/360 13,000,000 13,000,000
54 98662 5.910% Actual/360 13,000,000 13,000,000
55 91730 5.810% Actual/360 13,000,000 13,000,000
56 23602 5.810% Actual/360 12,800,000 12,800,000
57 90723 6.550% Actual/360 12,500,000 12,500,000
38655 Actual/360 12,300,000 12,192,771
58 38655 6.650% Actual/360 7,100,000 7,038,104
59 38655 6.650% Actual/360 5,200,000 5,154,667
60 77478 5.885% Actual/360 12,000,000 12,000,000
61 63026 5.760% Actual/360 11,500,000 11,500,000
62 84060 6.270% Actual/360 11,100,000 11,100,000
63 27405 6.210% Actual/360 11,000,000 11,000,000
64 48191 6.296% Actual/360 10,700,000 10,700,000
65 95616 5.640% Actual/360 10,600,000 10,600,000
66 85243 6.240% Actual/360 10,575,000 10,575,000
67 02364 6.330% Actual/360 10,574,000 10,574,000
68 56308 6.300% Actual/360 10,525,000 10,525,000
69 32303 6.780% Actual/360 10,500,000 10,418,504
70 14165 6.330% Actual/360 10,230,000 10,230,000
71 85029 5.990% Actual/360 10,000,000 10,000,000
72 92121 6.230% Actual/360 10,000,000 10,000,000
Various Actual/360 9,630,000 9,577,857
73 43209 6.250% Actual/360 6,910,000 6,872,585
74 43224 6.250% Actual/360 2,720,000 2,705,272
75 30909 6.290% Actual/360 9,500,000 9,500,000
76 37167 6.410% Actual/360 9,500,000 9,425,208
77 60610 5.970% Actual/360 9,300,000 9,263,204
78 56001 6.260% Actual/360 9,125,000 9,125,000
79 16504 6.530% Actual/360 9,100,000 9,100,000
80 78701 6.130% Actual/360 9,000,000 9,000,000
81 55124 6.440% Actual/360 9,000,000 8,953,220
82 29681 6.320% Actual/360 8,911,000 8,911,000
83 30281 6.330% Actual/360 8,550,000 8,550,000
84 60435 5.970% Actual/360 8,309,000 8,254,106
85 77032 5.935% Actual/360 8,250,000 8,250,000
86 31408 6.640% Actual/360 8,250,000 8,208,947
87 01373 6.580% Actual/360 8,075,000 8,075,000
88 75206 5.590% Actual/360 8,000,000 8,000,000
89 28117 6.450% Actual/360 7,750,000 7,680,054
90 53073 6.465% Actual/360 7,500,000 7,500,000
91 97224 5.860% Actual/360 7,400,000 7,400,000
92 37701 6.820% Actual/360 7,050,000 7,050,000
93 46268 6.550% Actual/360 7,025,000 7,025,000
94 37924 6.400% Actual/360 7,055,000 7,009,194
95 93546 6.320% Actual/360 7,000,000 7,000,000
96 17325 6.660% Actual/360 7,000,000 7,000,000
97 48150 6.570% Actual/360 6,950,000 6,950,000
Various Actual/360 6,930,000 6,930,000
98 23320 5.860% Actual/360 4,000,000 4,000,000
99 23462 5.860% Actual/360 2,930,000 2,930,000
100 61615 6.300% Actual/360 6,750,000 6,750,000
101 13202 6.682% Actual/360 6,525,000 6,525,000
102 93711 5.980% Actual/360 6,500,000 6,500,000
103 39046 6.330% Actual/360 6,475,000 6,475,000
104 89113 6.240% Actual/360 6,450,000 6,450,000
105 89119 6.470% Actual/360 6,200,000 6,200,000
106 27407 6.260% Actual/360 6,080,000 6,080,000
107 55102 5.760% Actual/360 6,000,000 6,000,000
108 01702 6.440% Actual/360 6,000,000 6,000,000
109 06890 6.200% Actual/360 6,000,000 6,000,000
110 40209 6.430% Actual/360 6,000,000 6,000,000
111 70056 6.650% Actual/360 6,000,000 5,970,208
112 97015 5.700% Actual/360 6,000,000 5,958,000
113 23510 6.430% Actual/360 5,925,000 5,925,000
114 92102 6.120% Actual/360 5,900,000 5,900,000
115 79701 6.140% Actual/360 5,744,000 5,744,000
116 29650 5.650% Actual/360 5,650,000 5,650,000
117 27407 6.260% Actual/360 5,600,000 5,600,000
118 85206 6.510% Actual/360 5,500,000 5,500,000
119 36079 6.630% Actual/360 5,450,000 5,422,820
120 32746 6.260% Actual/360 5,400,000 5,400,000
121 27407 6.260% Actual/360 5,360,000 5,360,000
122 29615 6.290% Actual/360 5,400,000 5,356,623
123 27260 6.610% Actual/360 5,360,000 5,319,203
124 95811 6.280% Actual/360 5,300,000 5,300,000
125 37924 6.400% Actual/360 5,315,000 5,280,491
126 23502 6.220% Actual/360 5,250,000 5,250,000
127 31523 6.370% Actual/360 5,200,000 5,152,418
128 99336 6.120% Actual/360 5,000,000 5,000,000
129 60615 6.070% Actual/360 5,000,000 5,000,000
130 23901 6.390% Actual/360 4,950,000 4,950,000
131 77494 6.430% Actual/360 4,800,000 4,800,000
132 20706 5.680% Actual/360 4,800,000 4,800,000
133 02062 6.280% Actual/360 4,725,000 4,725,000
134 40517 6.310% Actual/360 4,650,000 4,650,000
135 60544 5.790% Actual/360 4,576,000 4,576,000
136 72758 6.460% Actual/360 4,510,000 4,510,000
137 74464 5.740% Actual/360 4,500,000 4,500,000
138 02135 6.090% Actual/360 4,500,000 4,500,000
139 27405 5.810% Actual/360 4,500,000 4,482,021
140 53177 5.900% Actual/360 4,440,000 4,440,000
141 33062 6.580% Actual/360 4,350,000 4,350,000
142 33881 6.530% Actual/360 4,250,000 4,250,000
143 95240 6.480% Actual/360 4,200,000 4,200,000
144 26105 6.440% Actual/360 4,200,000 4,167,100
145 37122 6.420% Actual/360 4,150,000 4,150,000
146 71105 6.530% Actual/360 4,128,000 4,106,959
147 80026 6.390% Actual/360 4,100,000 4,100,000
148 06790 5.790% Actual/360 4,085,000 4,085,000
149 27707 6.030% Actual/360 4,100,000 4,047,669
150 43228 6.390% Actual/360 4,020,000 4,020,000
151 84401 6.330% Actual/360 4,000,000 4,000,000
152 89431 5.750% Actual/360 4,000,000 4,000,000
153 Various 5.700% Actual/360 4,000,000 4,000,000
153.1 01960 2,792,453 2,792,453
153.2 02747 1,207,547 1,207,547
154 19102 6.460% Actual/360 4,000,000 3,976,275
155 44813 5.980% Actual/360 4,000,000 3,940,369
156 29526 6.270% Actual/360 3,950,000 3,925,560
157 70719 6.420% Actual/360 3,896,730 3,896,730
158 28027 6.380% Actual/360 3,850,000 3,814,831
159 94121 6.200% Actual/360 3,650,000 3,650,000
160 53716 6.430% Actual/360 3,600,000 3,600,000
161 76119 6.050% Actual/360 3,600,000 3,600,000
162 48185 6.490% Actual/360 3,615,000 3,599,778
163 23666 6.610% Actual/360 3,600,000 3,576,733
164 77584 5.930% Actual/360 3,500,000 3,500,000
165 61201 5.900% Actual/360 3,500,000 3,500,000
166 46032 6.420% Actual/360 3,500,000 3,476,365
167 Various 5.860% Actual/360 3,450,000 3,413,113
167.1 14072 3,150,334 3,116,651
167.2 14202 299,666 296,462
168 24202 6.350% Actual/360 3,330,000 3,330,000
169 46229 6.340% Actual/360 3,250,000 3,250,000
170 04101 6.580% Actual/360 3,250,000 3,228,848
171 Various 6.540% Actual/360 3,200,000 3,200,000
171.1 74012 1,710,692 1,710,692
171.2 74464 872,117 872,117
171.3 73115 617,191 617,191
172 97236 6.370% Actual/360 3,200,000 3,183,114
173 40299 6.490% Actual/360 3,150,000 3,150,000
174 95821 6.400% Actual/360 3,055,000 3,055,000
175 90703 6.470% Actual/360 3,000,000 3,000,000
176 55305 6.090% Actual/360 2,980,000 2,980,000
177 48169 6.450% Actual/360 3,000,000 2,976,540
178 95014 6.030% Actual/360 2,965,000 2,965,000
179 13440 6.360% Actual/360 2,900,000 2,900,000
180 27320 6.740% Actual/360 2,880,000 2,865,980
181 28262 5.890% Actual/360 2,850,000 2,850,000
182 55121 6.450% Actual/360 2,800,000 2,800,000
183 94552 6.420% Actual/360 2,800,000 2,785,383
184 27896 6.670% Actual/360 2,780,000 2,759,055
185 97214 6.390% Actual/360 2,750,000 2,750,000
186 23434 6.500% Actual/360 2,700,000 2,700,000
187 95126 6.140% Actual/360 2,682,000 2,682,000
188 54982 6.180% Actual/360 2,600,000 2,600,000
189 31904 6.350% Actual/360 2,600,000 2,582,974
190 27405 6.260% Actual/360 2,560,000 2,560,000
191 21903 6.490% Actual/360 2,550,000 2,550,000
192 53190 6.340% Actual/360 2,464,000 2,464,000
193 44813 5.980% Actual/360 2,500,000 2,462,731
194 10029 6.760% Actual/360 2,400,000 2,400,000
195 48393 5.740% Actual/360 2,450,000 2,390,028
196 Various 7.110% Actual/360 2,350,000 2,341,411
196.1 60455 985,301 981,700
196.2 60501 889,036 885,787
196.3 60612 475,663 473,924
197 27803 6.080% Actual/360 2,360,000 2,330,733
198 73505 6.410% Actual/360 2,295,000 2,295,000
199 Various 6.310% Actual/360 2,223,000 2,223,000
199.1 29706 850,200 850,200
199.2 28043 737,100 737,100
199.3 28086 635,700 635,700
200 37343 6.380% Actual/360 2,220,000 2,206,595
201 03820 6.490% Actual/360 2,200,000 2,200,000
202 85374 5.850% Actual/360 2,200,000 2,200,000
203 94028 6.670% Actual/360 2,140,000 2,140,000
204 93308 5.940% Actual/360 2,150,000 2,137,569
205 76574 6.420% Actual/360 2,010,000 2,010,000
206 90040 6.280% Actual/360 2,000,000 1,987,653
207 99206 6.140% Actual/360 1,950,000 1,950,000
208 77488 6.020% Actual/360 1,958,000 1,943,531
209 53051 6.430% Actual/360 1,880,000 1,880,000
210 45219 6.260% Actual/360 1,850,000 1,850,000
211 60622 6.010% Actual/360 1,830,000 1,830,000
212 55901 5.880% Actual/360 1,815,000 1,815,000
213 29640 6.980% Actual/360 1,760,000 1,751,878
214 94103 5.700% Actual/360 1,700,000 1,700,000
215 46619 6.370% Actual/360 1,624,000 1,615,430
216 15061 6.780% Actual/360 1,540,000 1,532,569
217 34482 6.580% Actual/360 1,500,000 1,500,000
218 80020 5.930% Actual/360 1,500,000 1,500,000
219 53222 6.260% Actual/360 1,460,000 1,460,000
220 70726 7.040% Actual/360 1,425,000 1,419,706
221 60622 5.860% Actual/360 1,400,000 1,400,000
222 80922 6.400% Actual/360 1,350,000 1,350,000
223 77551 6.480% Actual/360 1,330,000 1,330,000
224 78559 6.440% Actual/360 1,300,000 1,300,000
225 28083 6.450% Actual/360 1,300,000 1,300,000
226 22903 6.440% Actual/360 1,300,000 1,300,000
227 61104 6.450% Actual/360 1,285,000 1,279,541
228 28117 6.420% Actual/360 1,250,000 1,237,136
229 31069 6.790% Actual/360 1,240,000 1,233,176
230 48152 6.090% Actual/360 1,230,000 1,223,109
231 74066 6.730% Actual/360 1,200,000 1,200,000
232 75601 6.430% Actual/360 1,200,000 1,178,591
233 84041 6.880% Actual/360 1,150,000 1,145,567
234 99218 6.500% Actual/360 1,100,000 1,100,000
235 12065 6.570% Actual/360 1,000,000 1,000,000
236 26505 6.710% Actual/360 1,000,000 995,100
237 25526 6.690% Actual/360 970,000 964,356
238 85242 5.810% Actual/360 950,000 950,000
2,345,024,732
Sequence Remaining Term To Stated Maturity (months) Stated Maturity Date Due Date Monthly Payment
--------- ------------------------------------------ -------------------- -------- ---------------
1 111 6/1/2017 First 716,059
1.1
1.2
2 111 6/1/2017 First 643,076
3 111 6/1/2017 First 311,467
4 50 5/1/2012 First 298,590
4.1
4.2
4.3
4.4
4.5
4.6
111 6/1/2017 First 284,725
5 111 6/1/2017 First 165,942
5.1
5.2
5.3
6 111 6/1/2017 First 118,784
6.1
6.2
6.3
7 117 12/1/2017 First 295,577
8 115 10/1/2017 First 271,036
9 114 9/1/2017 First 224,745
10 114 9/1/2017 First 226,213
11 111 6/1/2017 First 222,426
12 116 11/1/2017 First 206,054
13 53 8/1/2012 First 160,473
14 113 8/1/2017 First 186,947
15 115 10/1/2017 First 203,315
16 112 7/1/2017 First 178,098
17 111 6/1/2017 First 136,267
18 113 8/1/2017 First 126,351
19 115 10/5/2017 Fifth 172,099
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12
19.13
19.14
19.15
115 10/1/2017 First 157,775
20 115 10/1/2017 First 39,116
21 115 10/1/2017 First 36,710
22 115 10/1/2017 First 33,273
23 115 10/1/2017 First 28,212
24 115 10/1/2017 First 20,464
25 115 10/1/2017 First 142,551
26 115 10/5/2017 Fifth 148,045
26.1
26.2
26.3
26.4
26.5
26.6
26.7
26.8
26.9
26.10
26.11
26.12
26.13
26.14
26.15
27 113 8/1/2017 First 139,562
28 114 9/1/2017 First 137,036
29 114 9/1/2017 First 100,558
30 114 9/1/2017 First 126,311
31 114 9/1/2017 First 108,486
32 114 9/1/2017 First 118,395
33 114 9/1/2017 First 116,341
34 112 7/1/2017 First 111,454
35 115 10/1/2017 First 120,827
36 114 9/1/2017 First 110,323
37 112 7/1/2017 First 89,702
38 109 4/1/2017 First 109,079
38.1
38.2
38.3
38.4
38.5
38.6
38.7
38.8
38.9
38.1
38.11
38.12
39 115 10/1/2017 First 109,980
40 110 5/1/2017 First 98,668
41 113 8/1/2017 First 104,340
42 111 6/1/2017 First 100,748
43 114 9/1/2017 First 102,806
44 116 11/1/2017 First 85,302
45 116 11/1/2017 First 84,636
46 113 8/1/2017 First 94,667
47 112 7/1/2017 First 91,431
48 113 8/1/2017 First 89,643
49 113 8/1/2017 First 87,769
50 111 6/1/2017 First 68,523
51 114 9/1/2017 First 86,503
52 112 7/1/2017 First 81,017
53 114 9/1/2017 First 80,891
54 108 3/1/2017 First 77,191
55 115 10/1/2017 First 76,361
56 115 10/1/2017 First 75,186
57 114 9/1/2017 First 79,420
113 8/1/2017 First 84,207
58 113 8/1/2017 First 48,607
59 113 8/1/2017 First 35,600
60 113 8/1/2017 First 71,061
61 111 6/1/2017 First 67,184
62 113 8/1/2017 First 68,489
63 114 9/1/2017 First 67,443
64 116 11/1/2017 First 66,202
65 116 11/1/2017 First 61,120
66 114 9/1/2017 First 65,043
67 116 11/1/2017 First 56,553
68 113 8/1/2017 First 65,147
69 116 11/1/2017 First 80,026
70 113 8/1/2017 First 63,521
71 50 5/1/2012 First 59,891
72 113 8/1/2017 First 61,442
114 9/1/2017 First 59,294
73 114 9/1/2017 First 42,546
74 114 9/1/2017 First 16,748
75 115 10/1/2017 First 50,487
76 114 9/1/2017 First 63,611
77 114 9/1/2017 First 52,840
78 114 9/1/2017 First 56,244
79 112 7/1/2017 First 57,698
80 113 8/1/2017 First 54,714
81 114 9/1/2017 First 56,531
82 114 9/1/2017 First 47,583
83 115 10/1/2017 First 53,089
84 113 8/1/2017 First 49,657
85 109 4/1/2017 First 49,119
86 114 9/1/2017 First 52,908
87 114 9/1/2017 First 51,465
88 112 7/1/2017 First 45,876
89 113 8/1/2017 First 52,087
90 115 10/1/2017 First 47,233
91 113 8/1/2017 First 43,703
92 118 1/1/2018 First 46,055
93 114 9/1/2017 First 44,634
94 115 10/1/2017 First 47,196
95 115 10/1/2017 First 43,419
96 115 10/1/2017 First 44,984
97 114 9/1/2017 First 44,249
109 4/1/2017 First 40,927
98 109 4/1/2017 First 23,623
99 109 4/1/2017 First 17,304
100 114 9/1/2017 First 41,781
101 118 1/1/2018 First 42,027
102 112 7/1/2017 First 38,887
103 115 10/1/2017 First 40,205
104 114 9/1/2017 First 34,006
105 54 9/1/2012 First 33,893
106 112 7/1/2017 First 37,475
107 108 3/1/2017 First 35,052
108 113 8/1/2017 First 37,688
109 113 8/1/2017 First 36,748
110 112 7/1/2017 First 37,648
111 114 9/1/2017 First 38,518
112 113 8/1/2017 First 34,824
113 115 10/1/2017 First 32,189
114 111 6/1/2017 First 35,830
115 115 10/1/2017 First 34,957
116 109 4/1/2017 First 32,614
117 112 7/1/2017 First 34,517
118 114 9/1/2017 First 34,800
119 114 9/1/2017 First 34,915
120 112 7/1/2017 First 28,561
121 112 7/1/2017 First 33,037
122 114 9/1/2017 First 35,756
123 114 9/1/2017 First 36,560
124 112 7/1/2017 First 32,736
125 115 10/1/2017 First 35,556
126 114 9/1/2017 First 32,223
127 113 8/1/2017 First 34,690
128 114 9/1/2017 First 30,364
129 114 9/1/2017 First 30,203
130 112 7/1/2017 First 30,930
131 115 10/1/2017 First 26,077
132 109 4/1/2017 First 23,036
133 113 8/1/2017 First 29,185
134 52 7/1/2012 First 28,813
135 114 9/1/2017 First 22,386
136 114 9/1/2017 First 28,388
137 112 7/1/2017 First 26,232
138 112 7/1/2017 First 27,241
139 116 11/1/2017 First 26,433
140 113 8/1/2017 First 26,335
141 115 10/1/2017 First 27,724
142 54 9/1/2012 First 26,947
143 115 10/1/2017 First 26,492
144 114 9/1/2017 First 28,201
145 116 11/1/2017 First 26,013
146 114 9/1/2017 First 26,173
147 114 9/1/2017 First 22,136
148 114 9/1/2017 First 19,984
149 114 9/1/2017 First 29,445
150 113 8/1/2017 First 25,119
151 112 7/1/2017 First 24,837
152 112 7/1/2017 First 23,343
153 110 5/1/2017 First 23,216
153.1
153.2
154 113 8/1/2017 First 25,178
155 113 8/1/2017 First 28,611
156 113 8/1/2017 First 24,372
157 115 10/1/2017 First 24,425
158 113 8/1/2017 First 25,708
159 114 9/1/2017 First 22,355
160 114 9/1/2017 First 22,589
161 113 8/1/2017 First 21,700
162 115 10/1/2017 First 22,825
163 124 7/1/2018 First 23,016
164 112 7/1/2017 First 20,827
165 113 8/1/2017 First 17,447
166 112 7/1/2017 First 21,939
167 109 4/1/2017 First 20,375
167.1
167.2
168 115 10/1/2017 First 20,720
169 115 10/1/2017 First 20,201
170 112 7/1/2017 First 20,713
171 114 9/1/2017 First 20,310
171.1
171.2
171.3
172 114 9/1/2017 First 19,953
173 115 10/1/2017 First 19,889
174 114 9/1/2017 First 19,109
175 114 9/1/2017 First 18,903
176 115 10/1/2017 First 18,039
177 114 9/1/2017 First 20,163
178 113 8/1/2017 First 17,834
179 113 8/1/2017 First 18,064
180 114 9/1/2017 First 18,660
181 111 6/1/2017 First 16,886
182 114 9/1/2017 First 17,606
183 114 9/1/2017 First 17,551
184 114 9/1/2017 First 19,067
185 113 8/1/2017 First 17,183
186 114 9/1/2017 First 17,066
187 112 7/1/2017 First 16,322
188 112 7/1/2017 First 15,890
189 115 10/1/2017 First 17,312
190 112 7/1/2017 First 15,779
191 114 9/1/2017 First 16,101
192 113 8/1/2017 First 15,316
193 113 8/1/2017 First 17,882
194 115 10/1/2017 First 15,582
195 113 8/1/2017 First 20,332
196 115 10/1/2017 First 15,809
196.1
196.2
196.3
197 111 6/1/2017 First 15,321
198 114 9/1/2017 First 14,370
199 111 6/1/2017 First 13,774
199.1
199.2
199.3
200 113 8/1/2017 First 13,857
201 115 10/1/2017 First 13,891
202 112 7/1/2017 First 12,979
203 114 9/1/2017 First 13,766
204 114 9/1/2017 First 12,808
205 112 7/1/2017 First 12,599
206 113 8/1/2017 First 12,353
207 114 9/1/2017 First 11,867
208 112 7/1/2017 First 11,764
209 115 10/1/2017 First 11,796
210 116 11/1/2017 First 11,403
211 113 8/1/2017 First 10,984
212 112 7/1/2017 First 10,742
213 114 9/1/2017 First 11,686
214 113 8/1/2017 First 9,867
215 114 9/1/2017 First 10,126
216 114 9/1/2017 First 10,019
217 76 7/1/2014 First 8,339
218 112 7/1/2017 First 8,926
219 112 7/1/2017 First 8,999
220 115 10/1/2017 First 9,519
221 113 8/1/2017 First 8,268
222 114 9/1/2017 First 8,444
223 115 10/1/2017 First 8,389
224 114 9/1/2017 First 8,166
225 113 8/1/2017 First 8,174
226 113 8/1/2017 First 8,166
227 115 10/1/2017 First 8,080
228 112 7/1/2017 First 8,378
229 113 8/1/2017 First 8,076
230 114 9/1/2017 First 7,446
231 114 9/1/2017 First 7,767
232 114 9/1/2017 First 10,022
233 115 10/1/2017 First 7,559
234 113 8/1/2017 First 6,953
235 112 7/1/2017 First 6,367
236 114 9/1/2017 First 6,459
237 113 8/1/2017 First 6,253
238 112 7/1/2017 First 5,580
Sequence Administrative Fee Rate Primary Servicing Fee Rate Master Servicing Fee Rate Ownership Interest
--------- ----------------------- -------------------------- ------------------------- ------------------
1 0.081% 0.060% 0.020% Fee
1.1 Fee
1.2 Fee
2 0.031% 0.010% 0.020% Fee
3 0.081% 0.060% 0.020% Fee
4 0.071% 0.050% 0.020% Fee
4.1 Fee
4.2 Fee
4.3 Fee
4.4 Fee
4.5 Fee
4.6 Fee
Fee
5 0.061% 0.040% 0.020% Fee
5.1 Fee
5.2 Fee
5.3 Fee
6 0.061% 0.040% 0.020% Fee
6.1 Fee
6.2 Fee
6.3 Fee
7 0.081% 0.060% 0.020% Fee
8 0.061% 0.040% 0.020% Fee
9 0.061% 0.040% 0.020% Fee
10 0.061% 0.040% 0.020% Fee
11 0.061% 0.040% 0.020% Fee
12 0.071% 0.050% 0.020% Fee
13 0.061% 0.040% 0.020% Fee
14 0.041% 0.020% 0.020% Fee
15 0.041% 0.020% 0.020% Fee
16 0.041% 0.020% 0.020% Fee
17 0.061% 0.040% 0.020% Fee
18 0.061% 0.040% 0.020% Fee
19 0.061% 0.040% 0.020% Fee/Leasehold
19.1 Fee
19.2 Fee
19.3 Fee
19.4 Fee
19.5 Fee
19.6 Fee
19.7 Fee
19.8 Fee
19.9 Fee
19.10 Fee
19.11 Fee
19.12 Fee
19.13 Fee
19.14 Leasehold
19.15 Fee
Fee
20 0.061% 0.040% 0.020% Fee
21 0.061% 0.040% 0.020% Fee
22 0.061% 0.040% 0.020% Fee
23 0.061% 0.040% 0.020% Fee
24 0.061% 0.040% 0.020% Fee
25 0.061% 0.040% 0.020% Fee
26 0.061% 0.040% 0.020% Fee/Leasehold
26.1 Fee
26.2 Fee
26.3 Fee
26.4 Fee
26.5 Leasehold
26.6 Fee
26.7 Fee
26.8 Fee
26.9 Fee
26.10 Fee
26.11 Fee
26.12 Fee
26.13 Fee
26.14 Fee
26.15 Fee
27 0.061% 0.040% 0.020% Fee
28 0.041% 0.020% 0.020% Fee/Leasehold
29 0.061% 0.040% 0.020% Fee
30 0.061% 0.040% 0.020% Fee
31 0.061% 0.040% 0.020% Fee/Leasehold
32 0.061% 0.040% 0.020% Fee
33 0.061% 0.040% 0.020% Fee
34 0.061% 0.040% 0.020% Fee
35 0.061% 0.040% 0.020% Fee
36 0.061% 0.040% 0.020% Fee
37 0.061% 0.040% 0.020% Fee
38 0.061% 0.040% 0.020% Fee
38.1 Fee
38.2 Fee
38.3 Fee
38.4 Fee
38.5 Fee
38.6 Fee
38.7 Fee
38.8 Fee
38.9 Fee
38.1 Fee
38.11 Fee
38.12 Fee
39 0.061% 0.040% 0.020% Fee
40 0.061% 0.040% 0.020% Fee
41 0.061% 0.040% 0.020% Leasehold
42 0.071% 0.050% 0.020% Fee
43 0.061% 0.040% 0.020% Fee
44 0.061% 0.040% 0.020% Leasehold
45 0.061% 0.040% 0.020% Fee
46 0.071% 0.050% 0.020% Fee
47 0.101% 0.080% 0.020% Fee
48 0.061% 0.040% 0.020% Fee
49 0.071% 0.050% 0.020% Fee
50 0.061% 0.040% 0.020% Fee
51 0.041% 0.020% 0.020% Fee
52 0.051% 0.030% 0.020% Fee
53 0.061% 0.040% 0.020% Fee
54 0.061% 0.040% 0.020% Fee
55 0.061% 0.040% 0.020% Fee
56 0.061% 0.040% 0.020% Fee
57 0.071% 0.050% 0.020% Fee
Fee
58 0.071% 0.050% 0.020% Fee
59 0.071% 0.050% 0.020% Fee
60 0.061% 0.040% 0.020% Fee
61 0.061% 0.040% 0.020% Fee
62 0.041% 0.020% 0.020% Fee
63 0.101% 0.080% 0.020% Fee
64 0.061% 0.040% 0.020% Fee
65 0.061% 0.040% 0.020% Fee
66 0.061% 0.040% 0.020% Fee
67 0.061% 0.040% 0.020% Fee
68 0.061% 0.040% 0.020% Fee
69 0.101% 0.080% 0.020% Fee
70 0.061% 0.040% 0.020% Fee
71 0.061% 0.040% 0.020% Fee
72 0.061% 0.040% 0.020% Fee
Fee
73 0.061% 0.040% 0.020% Fee
74 0.061% 0.040% 0.020% Fee
75 0.061% 0.040% 0.020% Fee
76 0.061% 0.040% 0.020% Fee
77 0.111% 0.090% 0.020% Fee
78 0.061% 0.040% 0.020% Fee
79 0.061% 0.040% 0.020% Fee
80 0.091% 0.070% 0.020% Fee
81 0.061% 0.040% 0.020% Fee
82 0.111% 0.090% 0.020% Fee
83 0.061% 0.040% 0.020% Fee
84 0.101% 0.080% 0.020% Fee
85 0.061% 0.040% 0.020% Fee
86 0.051% 0.030% 0.020% Leasehold
87 0.061% 0.040% 0.020% Fee
88 0.061% 0.040% 0.020% Fee
89 0.051% 0.030% 0.020% Fee
90 0.061% 0.040% 0.020% Fee
91 0.101% 0.080% 0.020% Fee
92 0.061% 0.040% 0.020% Fee
93 0.061% 0.040% 0.020% Fee
94 0.061% 0.040% 0.020% Fee
95 0.061% 0.040% 0.020% Fee
96 0.061% 0.040% 0.020% Fee
97 0.071% 0.050% 0.020% Fee
Fee
98 0.101% 0.080% 0.020% Fee
99 0.101% 0.080% 0.020% Fee
100 0.061% 0.040% 0.020% Fee
101 0.061% 0.040% 0.020% Fee/Leasehold
102 0.061% 0.040% 0.020% Fee
103 0.061% 0.040% 0.020% Fee
104 0.061% 0.040% 0.020% Fee
105 0.061% 0.040% 0.020% Fee
106 0.101% 0.080% 0.020% Fee
107 0.061% 0.040% 0.020% Fee
108 0.061% 0.040% 0.020% Fee
109 0.061% 0.040% 0.020% Fee
110 0.101% 0.080% 0.020% Fee
111 0.091% 0.070% 0.020% Fee
112 0.071% 0.050% 0.020% Fee
113 0.101% 0.080% 0.020% Fee
114 0.121% 0.100% 0.020% Fee
115 0.101% 0.080% 0.020% Fee
116 0.061% 0.040% 0.020% Fee
117 0.101% 0.080% 0.020% Fee
118 0.061% 0.040% 0.020% Fee
119 0.061% 0.040% 0.020% Fee
120 0.061% 0.040% 0.020% Fee
121 0.101% 0.080% 0.020% Fee
122 0.061% 0.040% 0.020% Fee
123 0.101% 0.080% 0.020% Fee
124 0.061% 0.040% 0.020% Fee
125 0.061% 0.040% 0.020% Fee
126 0.061% 0.040% 0.020% Fee
127 0.061% 0.040% 0.020% Fee
128 0.061% 0.040% 0.020% Fee
129 0.061% 0.040% 0.020% Fee
130 0.081% 0.060% 0.020% Fee
131 0.061% 0.040% 0.020% Fee
132 0.061% 0.040% 0.020% Fee
133 0.061% 0.040% 0.020% Fee
134 0.061% 0.040% 0.020% Fee
135 0.061% 0.040% 0.020% Fee
136 0.121% 0.100% 0.020% Fee
137 0.061% 0.040% 0.020% Fee
138 0.061% 0.040% 0.020% Fee
139 0.061% 0.040% 0.020% Fee
140 0.061% 0.040% 0.020% Fee
141 0.061% 0.040% 0.020% Fee
142 0.061% 0.040% 0.020% Fee
143 0.061% 0.040% 0.020% Fee
144 0.081% 0.060% 0.020% Fee
145 0.081% 0.060% 0.020% Fee
146 0.061% 0.040% 0.020% Fee
147 0.061% 0.040% 0.020% Fee
148 0.061% 0.040% 0.020% Fee
149 0.061% 0.040% 0.020% Fee
150 0.061% 0.040% 0.020% Fee
151 0.061% 0.040% 0.020% Fee
152 0.061% 0.040% 0.020% Fee
153 0.061% 0.040% 0.020% Fee
153.1 Fee
153.2 Fee
154 0.061% 0.040% 0.020% Fee
155 0.061% 0.040% 0.020% Fee
156 0.061% 0.040% 0.020% Fee
157 0.071% 0.050% 0.020% Fee
158 0.061% 0.040% 0.020% Fee
159 0.061% 0.040% 0.020% Fee
160 0.071% 0.050% 0.020% Fee
161 0.081% 0.060% 0.020% Fee
162 0.061% 0.040% 0.020% Fee
163 0.061% 0.040% 0.020% Fee
164 0.061% 0.040% 0.020% Fee
165 0.071% 0.050% 0.020% Fee
166 0.101% 0.080% 0.020% Fee
167 0.061% 0.040% 0.020% Fee/Leasehold
167.1 Leasehold
167.2 Fee
168 0.081% 0.060% 0.020% Fee
169 0.061% 0.040% 0.020% Fee
170 0.111% 0.090% 0.020% Fee
171 0.081% 0.060% 0.020% Fee
171.1 Fee
171.2 Fee
171.3 Fee
172 0.061% 0.040% 0.020% Fee
173 0.061% 0.040% 0.020% Fee
174 0.061% 0.040% 0.020% Fee
175 0.061% 0.040% 0.020% Fee
176 0.061% 0.040% 0.020% Fee
177 0.061% 0.040% 0.020% Fee
178 0.111% 0.090% 0.020% Fee
179 0.071% 0.050% 0.020% Fee
180 0.121% 0.100% 0.020% Fee
181 0.061% 0.040% 0.020% Fee
182 0.061% 0.040% 0.020% Fee
183 0.061% 0.040% 0.020% Fee
184 0.101% 0.080% 0.020% Fee
185 0.111% 0.090% 0.020% Fee
186 0.101% 0.080% 0.020% Fee
187 0.111% 0.090% 0.020% Fee
188 0.061% 0.040% 0.020% Fee
189 0.061% 0.040% 0.020% Fee
190 0.101% 0.080% 0.020% Fee
191 0.061% 0.040% 0.020% Fee
192 0.111% 0.090% 0.020% Fee
193 0.061% 0.040% 0.020% Fee
194 0.061% 0.040% 0.020% Fee
195 0.061% 0.040% 0.020% Fee
196 0.081% 0.060% 0.020% Fee
196.1 Fee
196.2 Fee
196.3 Fee
197 0.146% 0.125% 0.020% Fee
198 0.061% 0.040% 0.020% Fee
199 0.061% 0.040% 0.020% Fee
199.1 Fee
199.2 Fee
199.3 Fee
200 0.061% 0.040% 0.020% Fee
201 0.061% 0.040% 0.020% Fee
202 0.061% 0.040% 0.020% Fee
203 0.061% 0.040% 0.020% Leasehold
204 0.061% 0.040% 0.020% Fee
205 0.061% 0.040% 0.020% Fee
206 0.061% 0.040% 0.020% Fee
207 0.061% 0.040% 0.020% Fee
208 0.051% 0.030% 0.020% Fee
209 0.061% 0.040% 0.020% Fee
210 0.061% 0.040% 0.020% Fee
211 0.061% 0.040% 0.020% Fee
212 0.061% 0.040% 0.020% Fee
213 0.061% 0.040% 0.020% Fee
214 0.061% 0.040% 0.020% Fee
215 0.061% 0.040% 0.020% Fee
216 0.061% 0.040% 0.020% Fee
217 0.061% 0.040% 0.020% Fee
218 0.061% 0.040% 0.020% Fee
219 0.071% 0.050% 0.020% Fee
220 0.061% 0.040% 0.020% Fee
221 0.061% 0.040% 0.020% Fee
222 0.081% 0.060% 0.020% Fee
223 0.061% 0.040% 0.020% Fee
224 0.061% 0.040% 0.020% Fee
225 0.061% 0.040% 0.020% Fee
226 0.061% 0.040% 0.020% Fee
227 0.061% 0.040% 0.020% Fee
228 0.061% 0.040% 0.020% Fee
229 0.061% 0.040% 0.020% Fee
230 0.061% 0.040% 0.020% Fee
231 0.061% 0.040% 0.020% Fee
232 0.061% 0.040% 0.020% Fee
233 0.061% 0.040% 0.020% Fee
234 0.111% 0.090% 0.020% Fee
235 0.061% 0.040% 0.020% Fee
236 0.146% 0.125% 0.020% Fee
237 0.061% 0.040% 0.020% Fee
238 0.061% 0.040% 0.020% Fee
Sequence Cross-Collateralized Loans Original Amortization (months) ARD Loan Grace Period Loan Group
--------- -------------------------- ------------------------------ -------- ------------ ----------
1 No 0 No 0 1
1.1 0 1
1.2 0 1
2 No 0 Xx 0 0
0 Xx 0 Xx 0 0
0 Xx 0 No 0 1
4.1 1
4.2 1
4.3 1
4.4 1
4.5 1
4.6 1
CMLT 08-LS1A 0 No 5 1
5 CMLT 08-LS1A 0 No 5 1
5.1 1
5.2 1
5.3 1
6 CMLT 08-LS1A 0 No 5 1
6.1 1
6.2 1
6.3 1
7 No 360 Xx 0 0
0 Xx 000 Xx 0 0
0 Xx 0 Yes 5 1
10 No 360 No 5 1
11 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 000 Xx 5 1
15 No 360 No 5 1
16 No 360 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 000 Xx 0 1
19.1 No 1
19.2 No 1
19.3 No 1
19.4 No 1
19.5 No 1
19.6 No 1
19.7 No 1
19.8 No 1
19.9 No 1
19.10 No 1
19.11 No 1
19.12 No 1
19.13 No 1
19.14 No 1
19.15 No 1
CMLT 08-LS1 B 360 No 5 1
20 CMLT 08-LS1 B 360 Xx 0 0
00 XXXX 00-XX0 X 000 Xx 5 1
22 CMLT 08-LS1 B 360 Xx 0 0
00 XXXX 00-XX0 X 000 Xx 5 1
24 CMLT 08-LS1 B 360 No 5 1
25 No 360 Xx 0 0
00 Xx 000 Xx 0 1
26.1 1
26.2 1
26.3 1
26.4 1
26.5 1
26.6 1
26.7 1
26.8 1
26.9 1
26.10 1
26.11 1
26.12 1
26.13 1
26.14 1
26.15 1
27 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 000 Xx 5 2
31 No 0 No 5 1
32 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Yes 5 2
35 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Xx 00 0
00 Xx 000 Xx 5 2
38.1 2
38.2 2
38.3 2
38.4 2
38.5 2
38.6 2
38.7 2
38.8 2
38.9 2
38.1 2
38.11 2
38.12 2
39 No 360 No 5 1
40 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Yes 5 1
45 No 0 Xx 0 0
00 Xx 000 Xx 5 2
47 No 360 No 15 2
48 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 000 Xx 5 1
52 No 360 No 5 1
53 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Xx 0 0
XXXX 00-XX0 X 000 Xx 5 1
58 CMLT 08-LS1 C 300 Xx 0 0
00 XXXX 00-XX0 X 000 Xx 5 1
60 No 360 No 5 1
61 No 360 Yes 5 1
62 No 360 Xx 0 0
00 Xx 000 Xx 00 0
00 Xx 360 No 5 2
65 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 000 Xx 5 1
69 No 240 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Xx 0 0
00 Xx 000 Xx 5 1
CMLT 08-LS1 D 360 Xx 0 0
00 XXXX 00-XX0 X 000 Xx 5 2
74 CMLT 08-LS1 D 360 No 5 2
75 No 0 Xx 0 0
00 Xx 000 Xx 5 1
77 No 420 No 5 1
78 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 No 10 1
81 No 360 Xx 0 0
00 Xx 0 Xx 0 0
00 Xx 360 Yes 5 2
84 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 Yes 5 1
89 No 300 No 15 1
90 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 No 5 1
93 No 360 Xx 0 0
00 Xx 000 Xx 0 0
00 Xx 360 No 5 1
96 No 360 Xx 0 0
00 Xx 000 Xx 5 1
CMLT 08-LS1 E 360 No 7 1
98 CMLT 08-LS1 E 360 No 7 1
99 CMLT 08-LS1 E 360 No 7 1
100 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 00 0
000 Xx 0 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 360 No 15 2
107 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 5 1
110 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 360 No 5 1
115 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 15 2
118 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 000 Xx 15 2
122 No 300 Xx 0 0
000 Xx 000 Xx 00 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 0 Xx 00 0
000 Xx 0 Xx 0 0
000 Xx 000 Xx 10 1
134 No 360 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 360 No 5 1
137 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 15 2
140 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 300 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 000 Xx 5 1
150 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 5 1
153.1 1
153.2 1
154 No 360 No 5 1
155 No 240 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 10 2
162 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 5 1
167.1 1
167.2 1
168 No 360 Xx 00 0
000 Xx 000 Xx 5 1
170 No 360 Xx 0 0
000 Xx 000 Xx 5 1
171.1 1
171.2 1
171.3 1
172 No 360 No 5 1
173 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 5 1
176 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 15 2
181 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 00 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 5 1
188 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 15 2
191 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 240 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 180 Xx 0 0
000 Xx 000 Xx 5 1
196.1 1
196.2 1
196.3 1
197 No 300 No 15 2
198 No 360 Xx 0 0
000 Xx 000 Xx 15 1
199.1 1
199.2 1
199.3 1
200 No 360 No 5 2
201 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 10 1
206 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 10 1
209 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 5 1
212 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 0 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 5 2
221 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 No 10 1
224 No 360 Xx 0 0
000 Xx 000 Xx 00 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 300 No 15 1
229 No 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 00 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 0 0
000 Xx 360 Xx 0 0
000 Xx 000 Xx 5 1
SCHEDULE II
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Representations and Warranties with respect to the Mortgage Loans
For purposes of this Schedule II, the phrase "the Seller's
knowledge" and other words and phrases of like import shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the Seller
regarding the matters referred to, in each case without having conducted any
independent inquiry into such matters and without any obligation to have done so
(except as expressly set forth herein).
Unless otherwise specified in the exceptions to the representations
and warranties attached hereto, the Seller hereby represents and warrants that,
as of the date specified below or, if no such date is specified, as of the
Closing Date and subject to Section 19 of this Agreement:
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true, complete (in
accordance with the requirements of this Agreement and the Pooling and Servicing
Agreement) and correct in all material respects as of the date of this Agreement
and as of the Cut-off Date.
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
interest, participation interests and/or other interests and encumbrances (other
than rights to servicing and related compensation as set forth in the Agreement
to Appointment of Servicer). 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 (other than rights to servicing and related compensation as set
forth in the Agreement to Appointment of Servicer); 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;
provided, if the related assignment of Mortgage and/or assignment of Assignment
of Leases has been recorded in the name of Mortgage Electronic Registration
Systems, Inc. ("MERS") or its designee, no assignment of Mortgage and/or
assignment of Assignment of Leases in favor of the Trustee will be 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 which 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 interest
under any Mortgage Loan was 30 days or more past due as of the Due Date since
origination, without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Based on the related lender's title
insurance policy (or, if not yet issued, a pro forma title policy or a
"marked-up" commitment), the Mortgage related to and delivered in connection
with each Mortgage Loan constitutes a valid and, subject to the exceptions set
forth in Paragraph 13 below, enforceable first priority lien upon the related
Mortgaged Property, prior to all other liens and encumbrances, except for: (a)
the lien for current real estate taxes, ground rents, water charges, sewer rents
and assessments not yet due and payable; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to as exceptions (as opposed to subordinate matters
or for informational purposes only) 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), none of which, individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the current principal use and operation of the related Mortgaged
Property or the current ability of the related Mortgaged Property to generate
income sufficient to service such Mortgage Loan; (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 or "marked-up" commitment), none
of which, individually or in the aggregate, materially interferes with the
security intended to be provided by such Mortgage, the current principal use and
operation of the related Mortgaged Property or the current ability of the
related Mortgaged Property to generate income sufficient to service such
Mortgage Loan; (d) other matters to which like properties are commonly subject,
none of which, individually or in the aggregate, materially interferes with the
security intended to be provided by such Mortgage, the current principal use and
operation of the related Mortgaged Property or the current ability of the
related Mortgaged Property to generate income sufficient to service the related
Mortgage Loan; (e) the rights of tenants (as tenants only) under leases
(including subleases) pertaining to the related Mortgaged Property which the
Seller did not require to be subordinated to the lien of such Mortgage and which
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by such Mortgage; and (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Cross-Collateralized Set of Mortgage
Loans (the foregoing items (a) through (f) being herein referred to as the
"Permitted Encumbrances"). The related assignment of such Mortgage executed and
delivered in favor of the Trustee is in recordable form (but for insertion of
the name of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid and binding assignment
of such Mortgage from the relevant assignor to the Trustee; provided, if the
related assignment of Mortgage has been recorded in the name of MERS or its
designee, no assignment of Mortgage in favor of the Trustee will be 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. The Assignment of Leases, if any,
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
Paragraph 13 below, enforceable assignment of or first priority lien on and
security interest in, subject to applicable law, the property, rights and
interests of the related Borrower described therein; 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 of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid and binding assignment of such
Assignment of Leases from the relevant assignor to the Trustee; provided, if the
related assignment of Assignment of Leases has been recorded in the name of MERS
or its designee, no assignment of Assignment of Leases in favor of the Trustee
will be 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.
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 Loan documents (including any amendments or supplements thereto
included in the related Mortgage File) has not been impaired, waived, modified,
altered, satisfied, canceled, subordinated or rescinded; (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage; and (c) none of the related Borrower, guarantor or
indemnitor has not been released from its obligations under such Mortgage, in
whole or in material part, in each such event in a manner which would materially
interfere with the benefits of the security intended to be provided by such
Mortgage Loan documents.
7. Condition of the Mortgaged Property; Condemnation; Encroachments.
In the case of each Mortgage Loan, except as set forth in an engineering report
prepared in connection with the origination of such Mortgage Loan and included
in the Servicing File, the related Mortgaged Property is: (a) free and clear of
any damage which would materially and adversely affect its value as security for
such Mortgage Loan (except in any such case where an escrow of funds or
insurance coverage exists reasonably estimated to be sufficient to effect the
necessary repairs and maintenance), and (b) not the subject of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. To the Seller's knowledge (based solely on
surveys (if any) and/or the lender's title policy, and as to which Seller has no
actual knowledge from other sources in conflict with same, (or, if not yet
issued, a pro forma title policy or "marked up" commitment) obtained in
connection with the origination of each Mortgage Loan), as of the date of the
origination of each Mortgage Loan: (a) all of the material improvements on the
related Mortgaged Property lay wholly within the boundaries and, to the extent
in effect at the time of construction, building restriction lines of such
property, except for encroachments that are insured against by the lender's
title insurance policy referred to in Paragraph 8 below or that do not
materially and adversely affect the value or marketability 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
or marketability of such Mortgaged Property, except those encroachments that are
insured against by the lender's title insurance policy referred to in Paragraph
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 is yet
to be issued, by a pro forma policy or a "marked up" commitment) in the original
principal amount of such Mortgage Loan (or, with respect to any split Mortgage
Loan, the amount of the related Whole 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 exceptions stated therein. Such Title
Policy (or, if it has yet to be issued, the coverage to be provided thereby) is
in full force and effect, and insures that the Seller and/or its successors or
assigns is the named insured of such policy and such policy is assignable
without consent of the insurer and will inure to the benefit of the Trustee as
mortgagee of record and all premiums thereon have been paid and, to the Seller's
knowledge, no material claims have been made thereunder and no claims have been
paid thereunder. To the Seller's knowledge, 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 (except in the case of a Mortgage Loan
maintained on the records of MERS, including endorsement and delivery of the
related Mortgage Note to the Purchaser and recording of the related Assignment
of Mortgage in favor of Purchaser in the applicable real estate records), such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Trustee without the consent of or
notice to the insurer. Such Title Policy contains no exclusion for, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) access to a
public road, and (b) that the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto.
10. Advancement of Funds. The Seller and to the Seller's knowledge
any prior holder has not 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 amounts paid by the tenant as specifically
provided under the related lease), 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.
11. Advances After Origination. No advance of funds has been made
after origination, directly or indirectly, by the Seller to the Mortgagor and,
to the Seller's knowledge, no funds have been received from any person other
than the Mortgagor, for or on account of payments due on the Mortgage Note or
the Mortgage, other than earnout advances made in accordance with the Mortgage
Loan documents and reflected in the loan balance on the Mortgage Loan Schedule.
12. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions including, without limitation, foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located) and, subject to the exceptions set forth in Paragraph 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.
13. 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 payable to such trustee by the Seller, the Depositor or
any transferee thereof except in connection with a trustee's sale after default
by the related Borrower or de minimis fees paid in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
14. Environmental Conditions. With respect to each Mortgaged
Property securing a Mortgage Loan: (a) an environmental site assessment, an
environmental site assessment update or a transaction screen was performed in
connection with and no more than 12 months prior to the origination of such
Mortgage Loan; (b) a report of each such assessment, update or screen, if any
(an "Environmental Report"), is included in the Servicing File; and (c) either:
(i) no such Environmental Report, if any, provides 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) the related Borrower was required to
provide additional security and/or to obtain an operations and maintenance plan,
(B) the related Borrower provided a "no further action" letter or other evidence
acceptable to the Seller, in its sole discretion, 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 condition or circumstance,
(C) such conditions or circumstances were investigated further and based upon
such additional investigation, an independent environmental consultant
recommended no further investigation or remediation, (D) the expenditure of
funds reasonably estimated to be necessary to effect such remediation is the
lesser of (a) 10% of the outstanding principal balance of the related Mortgage
Loan and (b) two million dollars, (E) there exists an escrow of funds reasonably
estimated to be sufficient for purposes of effecting such remediation, (F) the
related Borrower or another responsible party is currently taking such actions,
if any, with respect to such circumstances or conditions that were recommended
in the environmental site assessment, (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 Borrower to cover the costs of any required
investigation, testing, monitoring or remediation or (I) a party or parties
unrelated to the related Borrower has been identified as the responsible party
for such circumstances or conditions and the Borrower is not a responsible party
for such circumstances or conditions. To the Seller's knowledge, 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 Borrower questionnaire delivered to Seller at the issue of
any related environmental insurance policy, if applicable, that render such
Mortgaged Property in material violation of any applicable environmental laws.
The Mortgage or another loan document for each Mortgage Loan encumbering the
Mortgaged Property requires the related Borrower to comply with all applicable
federal, state and local environmental laws and regulations.
15. Loan Document Status. Each Mortgage Note, Mortgage, and other
agreement executed by or on behalf of the related Borrower or any guarantor of
non-recourse exceptions and/or environmental liability 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 market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
(b) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that certain
provisions in such Mortgage Loan documents may be further limited or rendered
unenforceable by applicable law, but (subject to the limitations set forth in
the foregoing clauses (a) and (b)) such limitations or unenforceability will not
render such Mortgage Loan documents invalid as a whole or substantially
interfere with the mortgagee's realization of the principal benefits and/or
security provided thereby. As of the Cut-off Date, there is no valid defense,
counterclaim or right of offset, rescission, abatement or diminution available
to the related Borrower with respect to such Mortgage Note, Mortgage or other
agreements that would deny the mortgagee the principal benefits intended to be
provided thereby.
16. Insurance. As of the Mortgage Loan origination date, and to the
actual knowledge of the Seller, as of the Cut-off Date, all insurance coverage
required under the related Mortgage Loan documents was in full force and effect.
Except in certain cases, where tenants, having a net worth of at least
$50,000,000 or an investment grade credit rating 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 providing coverage against "All Risk of Physical Loss" in an
amount at least equal to the lesser of the outstanding principal balance of such
Mortgage Loan and 100% of the 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 securing a Mortgage Loan is the subject of
a business interruption or rent loss insurance policy providing coverage greater
than or equal to gross rentals for at least (A) 12 months or (B) for the
restoration period plus 180 days. If any portion of the improvements on a
Mortgaged Property securing any Mortgage Loan was, at the time of the
origination of such Mortgage Loan, in an area identified in the Federal Register
by the Federal Emergency Management Agency ("FEMA") as a special flood hazard
area (Zone A or Zone V) (an "SFH Area"), and flood insurance was available and
was required to be maintained by FEMA, a flood insurance policy meeting the
requirements of the then current guidelines of the Federal Insurance
Administration 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 National
Flood Insurance Administration Program. 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 thirty (30) 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. For each Mortgaged Property located in a Zone 3 or Zone 4
seismic zone, either: (i) a seismic report which indicated a PML of less than or
equal to 20% was prepared, based on a 450 or 475-year look back with a 10%
probability of exceedance in a 50-year period, at origination for such Mortgaged
Property or (ii) the improvements for the Mortgaged Property are insured against
earthquake damage. If the Mortgaged Property is located in Florida or within 25
miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North
Carolina or South Carolina such Mortgaged Property is insured by windstorm
insurance in an amount at least equal to the lesser of (i) the outstanding
principal balance of such Mortgage Loan and (ii) 100% of the full insurable
value, or 100% of the replacement cost, of the improvements located on the
related Mortgaged Property. With respect to each Mortgage Loan that has a
principal balance as of the origination date that is greater than or equal to
$20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage or separate
coverage has been obtained. With respect to each other Mortgage Loan, the
related all risk insurance policy and business interruption policy did not as of
the date of origination of the Mortgage Loan, and, to the Seller's knowledge,
does not as of the date hereof, specifically exclude acts of terrorism from
coverage or separate coverage has been obtained. With respect to each of the
Mortgage Loans, the related Mortgage Loan documents do not expressly waive or
prohibit the mortgagee from requiring coverage for acts of terrorism or damages
related thereto, except to the extent that any right to require such coverage
may be limited by commercially reasonable availability. With respect to each
Mortgage Loan, the related Mortgage Loan documents require that the related
Borrower or a tenant of such Borrower maintain insurance as described above or
permits the 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 provides that proceeds paid under any such
casualty insurance policy will be applied in accordance with the related
Mortgage Loan documents either to the repair or restoration 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
Borrower 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, if the related Borrower 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
Paragraph 18 below). At origination, the Seller received evidence that each
Mortgaged Property was insured by a commercial general liability policy in an
amount not less than $1,000,000 per occurrence.
17. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges (including, without limitation, water
and sewage 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 are not otherwise covered by an escrow of funds sufficient to
pay such tax, assessment or charge. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered delinquent
until the date on which interest and/or penalties would be payable thereon.
18. Borrower Bankruptcy. At the time of origination of the subject
Mortgage Loan and as of the Cut-off Date no Borrower under a Mortgage Loan was a
debtor in any state or federal bankruptcy, insolvency or similar proceeding. As
of the Closing Date, to the Seller's knowledge, no Borrower under a Mortgage
Loan was a debtor in any state or federal bankruptcy, insolvency or similar
proceeding.
19. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report, an endorsement to the related Title Policy, or a representation of the
related Borrower at the time of origination of the subject Mortgage Loan, 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, 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 as
determined by the appraisal performed in connection with the origination of such
Mortgage Loan).
20. Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Borrower 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:
(a) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has
been no material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in
written instruments which are a part of the related Mortgage File;
(b) Based on the related Title Policy (or, if not yet issued, a pro
forma title policy or a "marked up" commitment), 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;
(c) The Borrower'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 either has been obtained or cannot be
unreasonably withheld); provided that such Ground Lease has not been
terminated and all amounts owed thereunder have been paid;
(d) The Seller has not received, as of the Closing Date, actual notice
(nor is the Seller otherwise aware) that such Ground Lease is not in
full force and effect or that any material default has occurred
under such Ground Lease;
(e) Such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan.
Furthermore, 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;
(f) 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;
(g) Such Ground Lease, together with extension options that are
exercisable by the Borrower or by the lender upon its taking
possession of the Borrower's leasehold interest, 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;
(h) Such Ground Lease requires the lessor to enter into a new lease with
a mortgagee upon termination of such Ground Lease as a result of any
default or as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Borrower unless the
mortgagee under such Mortgage Loan fails to cure a curable default
of the lessee under such Ground Lease following notice thereof from
the lessor;
(i) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related casualty insurance proceeds with respect to
the leasehold interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property, with
the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to
the payment of the outstanding principal balance of the Mortgage
Loan together with any accrued interest thereon;
(j) 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 Mortgaged
Property is located at the time of the origination of such Mortgage
Loan;
(k) Such Ground Lease may not be amended or modified without the prior
consent of the mortgagee under such Mortgage Loan, and any such
action without such consent is not binding on such mortgagee, its
successors or assigns; and
(l) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related condemnation proceeds with respect to the
leasehold interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property, with
the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to
the payment of the outstanding principal balance of the Mortgage
Loan together with any accrued interest thereon.
21. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury regulation
section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(f)(2)). Accordingly, the Seller represents and warrants that
each Mortgage Loan is directly secured by a Mortgage on a commercial property or
a multifamily residential property, and either (1) substantially all of the
proceeds of such Mortgage Loan were used to acquire, improve or protect the
portion of such commercial or multifamily residential property that consists of
an interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the
only security for such Mortgage Loan as of the Testing Date (as defined below),
or (2) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of the Mortgage
Loan (a) as of the Testing Date, or (b) as of the Closing Date. For purposes of
the previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is on a
parity with the Mortgage Loan, and (2) the "Testing Date" shall be the date on
which the referenced Mortgage Loan was originated unless (a) such Mortgage Loan
was modified after the date of its origination in a manner that would cause
"significant modification" of such Mortgage Loan within the meaning of Treasury
Regulations Section 1.1001-3(b), and (b) such "significant modification" did not
occur at a time when such Mortgage Loan was in default or when default with
respect to such Mortgage Loan was reasonably foreseeable. However, if the
referenced Mortgage Loan has been subjected to a "significant modification"
after the date of its origination and at a time when such Mortgage Loan was not
in default or when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred.
22. 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 Borrower, 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) 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.
23. Legal Proceedings. To the Seller's knowledge, there are no
pending, filed or threatened actions, suits or proceedings by or before any
court or governmental authority against or affecting the Borrower or single
tenants under any Mortgage Loan or the related Mortgaged Property that, if
determined adversely to such Borrower or Mortgaged Property, would materially
and adversely affect the value of the Mortgaged Property as security for such
Mortgage Loan or the current ability of the Borrower to pay principal, interest
or any other amounts due under such Mortgage Loan.
24. Other Mortgage Liens. 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. 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.
25. No Mechanics' Liens. (a) 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 (b) 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.
26. Compliance with Usury Laws. As of its date of origination, each
Mortgage Loan complied with, or was exempt from, all applicable usury laws.
27. Licenses and Permits. As of the date of origination of each
Mortgage Loan and based on any of: (a) a letter from governmental authorities,
(b) a legal opinion, (c) an endorsement to the related Title Policy, (d) a
zoning report from a zoning consultant or (e) other due diligence that the
originator of the Mortgage Loan customarily performs in the origination of
comparable mortgage loans, the related Borrower 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.
28. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool except
that for an A/B Mortgage Loan the related Companion Loan is secured by the
related Mortgage.
29. Releases of Mortgaged Properties. Since origination no material
portion of the related Mortgaged Property has been released from the lien of the
related Mortgage in any manner which materially and adversely affects the value
of the Mortgage Loan of materially interferes with the security intended to be
provided by such Mortgage. 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 (a) payment in full of all amounts
due under the related Mortgage Loan or (b) delivery of U.S. Treasury securities
in connection with a full or partial defeasance of the related Mortgage Loan.
None of the Mortgage Loan documents provides for a release of a portion of the
Mortgaged Property from the lien of the Mortgage except upon payment or
defeasance in full of all obligations under the Mortgage,; provided that,
notwithstanding the foregoing, certain of the Mortgage Loans may allow partial
release (a) upon payment or defeasance of an allocated loan amount which may be
formula based, but in no event less than 125% of the allocated loan amount, or
(b) in the event the portion of the Mortgaged Property being released was not
given any material value in connection with the underwriting or appraisal of the
related Mortgage Loan. Notwithstanding the foregoing, the Mortgage Loans that
are Cross-Collateralized Mortgage 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 (a) the satisfaction of certain legal and
underwriting requirements, (b) the payment of a release price at least equal to
all amounts due and owing under such Mortgage Loan (or, in the case of a partial
release, the related allocated loan amount) in respect of the Mortgaged Property
to be released and, if required by the related Mortgage Loan documents,
prepayment consideration in connection therewith or (c) the substitution of real
property collateral upon the satisfaction of certain legal and underwriting
requirements; and provided, further, any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Seller did not give any material value in underwriting the Mortgage Loan. The
release provisions in any Mortgage Loan if exercised would not cause such
Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code.
30. Defeasance/Prepayment. Each Mortgage Loan that contains a
provision for any defeasance of mortgage collateral permits defeasance in an
amount to make all scheduled payments under the Mortgage Note either through and
including the maturity date of the loan or to the first date that the Borrower
can prepay the Loan without a prepayment premium (a) no earlier than two years
following the Closing Date and (b) only with substitute collateral constituting
"government securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i).
31. Partial Defeasance/Release for Cross-Collateralized Mortgage
Loans. In the event that a Mortgage Loan is secured by more than one Mortgaged
Property, then, in connection with a release of less than all of such Mortgaged
Properties, a Mortgaged Property may not be released as collateral for the
related Mortgage Loan unless, in connection with such release, an amount equal
to not less than 125% of the allocated loan amount for such Mortgaged Property
is prepaid or, in the case of a defeasance, an amount equal to 125% of the
allocated loan amount is defeased through the deposit of replacement collateral
sufficient to make all scheduled payments with respect to such defeased amount
or such release is otherwise in accordance with the terms of the Mortgage Loan
documents (a) no earlier than two years following the Closing Date and (b) only
with substitute collateral constituting "government securities" within the
meaning of Treasury Regulations Section 1.860G-2(a)(8)(i).
32. Defeasance Costs. If any Mortgage Loan permits defeasance, then
the related Mortgage Loan documents provide that the related Borrower is
responsible for the payment of all reasonable costs and expenses incurred by the
related mortgagee.
33. 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.
34. Inspection. In connection with the origination of each Mortgage
Loan, the related originator inspected, or caused the inspection of, the related
Mortgaged Property.
35. No Material Default. There exists no material default, breach,
violation or event of acceleration under the Mortgage Note or Mortgage for any
Mortgage Loan and Seller has not received notice of any event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event of acceleration
under any such documents, in any such case to the extent the same materially and
adversely affects the value of the Mortgage Loan and/or the related Mortgaged
Property and no such material default or breach has been waived by the Seller or
on its behalf or, to the Seller's knowledge, by the Seller's predecessors in
interest with respect to the Mortgage Loans; provided, however, this
representation and warranty does not cover any default, breach, violation or
event of acceleration that specifically pertains to or arises out of the subject
matter otherwise covered by any other representation and warranty made by the
Seller in this Schedule II or by the exceptions set forth on Schedule IIA.
36. Due-on-Sale. Subject to exceptions (including but not limited to
existing and future mezzanine debt) mentioned in the related Mortgage Loan
Documents, the Mortgage for each Mortgage Loan contains a "due-on-sale" clause
that 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, the Mortgaged Property subject to such Mortgage, or any controlling
interest in the related Borrower, is directly or indirectly transferred or sold.
37. Single Purpose Entity. The Borrower on each Mortgage Loan with a
Cut-off Date Principal Balance of $25,000,000 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 it was formed
or organized solely for the purpose of owning and operating 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 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, and that it holds itself out as a legal entity separate
and apart from any other person.
38. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
39. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy 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.
40. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan is covered by a secured creditor impaired property
policy or pollution legal liability policy, then the Seller 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 to the extent that the failure to deliver any such report would
materially and adversely affect the Purchaser's ability to recover under such
policy.
41. 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).
42. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage requires the related Borrower, in some cases at the request of
the lender, to provide the holder of such Mortgage Loan at least annually with
operating statements and, if there is more than one tenant, rent rolls for the
related Mortgaged Property and/or financial statements of the related Borrower.
43. Servicing Rights. Except as otherwise contemplated in this
Agreement (or in the Agreement to Appointment of Servicer dated as of the
Cut-off Date between the Seller and the Master Servicer), no Person has been
granted or conveyed the right to service any Mortgage Loan or receive any
consideration in connection therewith.
44. Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower, a principal of
such Borrower or an entity controlled by a principal of such Borrower for
damages sustained in connection with the Borrower's fraud, material
misrepresentation (or, alternatively, intentional) or misappropriation of any
tenant security deposits, rent, insurance proceeds or condemnation proceeds. The
related Mortgage Loan documents contain provisions pursuant to which the related
Borrower, a principal of such Borrower or an entity controlled by a principal of
such Borrower has agreed to indemnify the mortgagee for damages resulting from
violations of any applicable environmental laws.
45. Assignment of Collateral. All of the Seller's interest in any
material collateral securing any Mortgage Loan has been assigned to the
Purchaser.
46. Fee Simple or Leasehold Interests. The interest of the related
Borrower in the Mortgaged Property securing each Mortgage Loan includes a fee
simple and/or leasehold estate or interest in real property and the improvements
thereon.
47. Borrower Organization. Each Borrower that is an entity is
organized under the laws of a state of the United States of America or the
District of Columbia.
48. Origination, Servicing and Collection. The origination,
servicing and collection practices of the Seller or a servicer retained by the
Seller with respect to the Mortgage Loans has been legal, proper and prudent and
have complied with prudent commercial mortgage lender standards in all material
respects.
49. Escrows. As of the date of origination, all escrow deposits and
payments relating to a Mortgage Loan were under the control of the originator
and all amounts required to be deposited by each Borrower were deposited. All of
the Seller's interest in such escrows and deposits will be conveyed by the
Seller to the Purchaser hereunder.
50. UCC Financing Statements. UCC Financing Statements have been
filed and/or recorded (or, if not filed and/or recorded, have been submitted in
proper form for filing and recording), in all public places necessary at the
time of the origination of the Mortgage Loan to perfect a valid security
interest in all items of personal property reasonably necessary to operate the
Mortgaged Property owned by a Mortgagor and located on the related Mortgaged
Property (other than any personal property subject to a purchase money security
interest or a sale and leaseback financing arrangement permitted under the terms
of such Mortgage Loan or any other personal property leases applicable to such
personal property) to the extent perfection may be effected pursuant to
applicable law by recording or filing, and the Mortgages, security agreements,
chattel Mortgages or equivalent documents related to and delivered in connection
with the related Mortgage Loan establish and create a valid and enforceable lien
and priority security interest on such items of personalty except as such
enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting the
enforcement of creditor's rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). An assignment by the Seller to the Purchaser of each such UCC
Financing Statement relating to the Mortgage Loan has been completed or will be
prepared in the jurisdiction in which such Financing Statement was filed;
provided, 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 will be
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
of UCC Financing Statements are required in order to effect such perfection.
51. Appraisal. The appraisal obtained in connection with the
origination of each Mortgage Loan satisfied, based solely upon the related
appraiser's representation in the related appraisal or in a related supplemental
letter, the appraisal guidelines set forth in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (as amended).
52. Legal Compliance - Origination, Funding and Servicing. As of the
date of its origination and to the Seller's knowledge as of the Cut-off Date,
each Mortgage Loan complied in all material respects with, or was exempt from,
all requirements of applicable federal, state or local law relating to the
origination, funding and servicing of such Mortgage Loan.
53. Additional Collateral. Each related Mortgage does not provide
for or permit, without the prior written consent of the holder of the Mortgage
Note, each related Mortgaged Property to secure any other promissory note or
obligation, other than any other Mortgage Loan. The Mortgage Note is not secured
by any collateral that is not included in the Trust Fund.
54. Originator Authorization. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of the Mortgage Loan, the originator of such
Mortgage Loan was authorized to do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it originated and held
the Mortgage Loan.
55. Capital Contributions. Neither the Seller nor any affiliate
thereof has any obligation to make any capital contributions to the Mortgagor
under the Mortgage Loan.
56. Appointment of Receiver. If the Mortgaged Property is subject to
any leases, the Borrower is the owner and holder of the landlord's interest
under any leases and the related Mortgage and assignment of rents provides for
the appointment of a receiver for rents or allows the mortgagee to enter into
possession to collect rent or provides for rents to be paid directly to the
mortgagee in the event of default.
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE BANK OF AMERICA MORTGAGE LOANS
REPRESENTATION 4
Lien; Valid Assignment.
-----------------------
------------------------------- -----------------------------------------------
0000 Xxxxxx Xxxxxx (3290004) The related Mortgaged Property is subject to a
mechanic's lien in the amount of $819,210. The
related mortgagee has obtained an affirmative
coverage endorsement over the mechanic's lien.
The tenant improvement and capital expenditure
reserve amount of $1,700,000 may be used to pay
all losses, claims or damages to the related
Mortgaged Property arising from the lien and
pending lis pendens action. In the event that
more than $150,000 from such reserves is used
to pay for damages or losses in connection with
the lien and the lis pendens, then the related
Borrower must commence making deposits into the
reserve on a dollar-for-dollar basis for the
amount of such reserve.
------------------------------- -----------------------------------------------
Walgreens - Rockford (3293594) The tenant Walgreens has a right of first
refusal with respect to the related Mortgaged
Property. The related Borrower, as landlord,
must give Walgreens notice of intention to sell
and terms of a bona fide third-party offer
received, and Walgreens has 15 days to accept
those terms and close in accordance with the
bona fide offer. Walgreens' right of first
refusal applies to each and every sale of the
related Mortgaged Property made pursuant to a
bona fide offer during the term of the lease.
The Walgreens lease is subordinate to the lien
of the related Mortgage; however, the related
mortgagee agreed to recognize and honor
Walgreens' rights under its lease, including
the right of first refusal.
------------------------------- -----------------------------------------------
REPRESENTATION 5
Assignment of Leases and Rents.
-------------------------------
--------------------------------------------------------------------------------
To the extent that the related Borrower leases all or part of the related
Mortgaged Property to a master lessee, which master lessee enters into leases
with tenants of such related Mortgaged Property, such master lessee owns an
interest in any payments due under such related leases.
--------------------------------- ----------------------------------------------
000 Xxxxxxxxx Xxxx (3290129) The related Mortgage Loan is secured by an
Perryville Crossing (3292513) Indemnity Guaranty, an Indemnity Deed of Trust
Forest Lake Apartments (3291226) and Security Agreement, and an Indemnity
Assignment of Leases and Rents, which
documents have been executed by the owner(s)
of the related Borrower. This structure is
known as an Indemnity Deed of Trust, which is
specific to the State of Maryland.
--------------------------------- ----------------------------------------------
REPRESENTATION 9
No Holdback.
------------
------------------------------- -----------------------------------------------
Hunters Mountain Mobile Estates A $400,000 holdback was taken at the closing of
(3291580) the related Mortgage Loan, which holdback will
be released to the related Borrower when the
related mortgagee receives the trailing three
months financial statements that show three
months of rental income of not less than
$144,413 in the aggregate. The related Borrower
may obtain the release of such funds on or
before the date which is 18 months after the
closing of the related Mortgage Loan. The
closing date of the related Mortgage Loan was
August 8, 2007.
------------------------------- -----------------------------------------------
Xxxxxxx Plaza (3292075) A $39,984 holdback was taken at the closing of
the related Mortgage Loan, which holdback will
be released to the related Borrower upon the
achievement of 95% occupancy on or before June
25, 2008. Any unreleased amount may be applied
to the Mortgage Loan.
------------------------------- -----------------------------------------------
REPRESENTATION 10
Advancement of Funds.
---------------------
---------------------------------- ---------------------------------------------
000 Xxxxxxxxx Xxxx (3290129) The related Mortgaged Property is owned by
Perryville Crossing (3292513) the related Indemnity Guarantor, not the
Forest Lake Apartments (3291226) related Borrower. The related Mortgage Loan
is secured by an Indemnity Guaranty, an
Indemnity Deed of Trust and Security
Agreement, and an Indemnity Assignment of
Leases and Rents, which documents have been
executed by the owner(s) of the related
Borrower. This structure is known as an
Indemnity Deed of Trust, which is specific to
the State of Maryland.
---------------------------------- ---------------------------------------------
REPRESENTATION 13
Trustee under Deed of Trust.
----------------------------
--------------------------------------------------------------------------------
Some Mortgage Loan documents provide that Trustee is entitled to all reasonable
fees and expenses in connection with the performance by Trustee of its duties
under the applicable Mortgage.
--------------------------------------------------------------------------------
REPRESENTATION 14
Environmental Conditions.
-------------------------
------------------------------- -----------------------------------------------
Orlando Industrial Portfolio The Environmental Report for the related
(3292430) Mortgaged Property located at Xxxxxxx Commerce
Center, 000-000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx,
recommends that an asbestos O&M program be
maintained.
------------------------------- -----------------------------------------------
000 Xxxx Xxxxxxx (3290269) The Environmental Report for the related
Mortgaged Property notes that the related
Mortgaged Property is enrolled in the Illinois
Environmental Protection Agency's Voluntary
Cleanup Program and is awaiting receipt of a No
Further Remediation ("NFR") Letter. The
Environmental Report notes that the NFR Letter
is still needed, and obtaining the NFR Letter
is the only recommended action.
------------------------------- -----------------------------------------------
REPRESENTATION 16
Insurance.
----------
--------------------------------------------------------------------------------
The Mortgage Loan documents for many of the Mortgage Loans do not specifically
require that acts of terrorism are not excluded from the related all risk
insurance policy and business interruption policy or that terrorism insurance is
maintained. In addition, where the related Borrower is required to provide
insurance against losses resulting from terrorism, the amount such Borrower is
obligated to spend on such insurance premiums is often limited. Finally, the
Mortgage Loan documents for many of the Mortgage Loans require only that the
related Borrower maintain coverages on the Mortgaged Property as are required by
mortgagee upon the closing of the Mortgage Loan.
----------------------------- -------------------------------------------------
Wedgebrooke Heathrock Office The related Mortgaged Property is located in the
(3293651) State of Florida; however the related Mortgage
Loan documents do not specifically require that
the related Borrower maintain windstorm
insurance.
----------------------------- -------------------------------------------------
Sugar Land Medical Pavilion The related Mortgaged Property is located in
(3293073) Texas, South Carolina, North Carolina,
Mississippi, Louisiana, Georgia, or Alabama;
NNN - Offices at Interwood however the related Mortgage Loan documents do
(3292216) not specifically require that the related
Borrower maintain windstorm insurance.
SpringHill Suites Savannah
Airport (3293032)
Xxxxx Island (3290087)
VIP LaFeria Park (3293529)
Townbridge Place Apartments
(3293339)
---------------------------- --------------------------------------------------
000 Xxxx Xxxxxxx (3290269) The related Borrower must maintain all-risk
insurance in the amount of $300 million, rather
than in an amount equal to 100% of the full
replacement cost of the improvements.
If flood insurance is required, the upper limit
on the amount of flood insurance is $60 million,
rather than the outstanding principal balance of
the related Mortgage Note.
---------------------------- --------------------------------------------------
Exxon Mobile (0000000) The related Borrower is permitted to self-insure
in the event certain conditions are satisfied.
---------------------------- --------------------------------------------------
Exxon Mobile (0000000) The related seismic report which indicated a PML
in excess of 20% and the related Mortgaged
Property does not have earthquake insurance.
---------------------------- --------------------------------------------------
XXXXXXXXXXXXXX 00
Xxxxxxxxx Xxxxxx Only.
----------------------
-------------------- -----------------------------------------------------------
Springhill Suites The related Ground Lease is subordinate to provisions of
Savannah Airport any existing or future agreement between the Commission
(3293032) (as defined in such Ground Lease) and USA (as defined in
such Ground Lease) and any applicable laws or regulations
relative to the operation, security or maintenance of the
adjacent airport, the execution or compliance with is or
will be required as a condition precedent to the granting
of federal funds for the development of the adjacent
airport.
The related Ground Lease does not require the consent of
the related mortgagee for amendments, modifications,
terminations or cancellations of the related Ground Lease.
The Mortgage Loan documents contain full recourse
guaranties for any amendments, modifications, terminations
or cancellations of the related Ground Lease without the
mortgagee's consent.
-------------------- -----------------------------------------------------------
Harbor Towne The term of the related Ground Lease expires December 31,
Complex (3291432) 2010 and there are no options to renew the term of the
related Ground Lease, however, the related Ground Lease is
part of a Payment in Lieu of Real Estate Taxes ("PILOT")
agreement under the New York State Industrial Development
Act.
The related Ground Lease may be assigned with the prior
written consent of the related ground lessor and lender,
which consent may be withheld in their absolute discretion.
Pursuant to the estoppel, the related ground lessor is to
endeavor to deliver a default notice simultaneously to the
related lessee.
The related Ground Lease does not provide Mortgagee with
the right to cure defaults or the right to a new lease
upon a bankruptcy.
In the event that the ground lessee elects not to rebuild,
the related Ground Lease provides that the lessor is to
purchase the improvements and the related realty.
-------------------- -----------------------------------------------------------
AmSouth Center - The related Ground Lease does not require the consent of
Xxxxxxx (3290418) the related Mortgagee prior to amendment or modification
of the Ground Lease.
-------------------- -----------------------------------------------------------
Grove Park On the closing date of the Mortgage Loan, the Borrower
Apartments (3291366) transferred fee title to the Mortgaged Property to the
Development Authority of Columbus, Georgia ("Issuer")
while retaining a ground leasehold interest in the
Mortgaged Property. Simultaneously therewith, the Issuer
issued bonds (Development Authority of Columbus, Georgia
Taxable Revenue Bonds (GROVE PARK PARTNERS, LLC -- GROVE
PARK PARTNERS Project) Series 2007) in an aggregate
principal amount not to exceed $17,000,000. The payment of
principal and interest on such bonds is derived solely
from the rental and other payments made by the Borrower
under the Ground Lease. The Borrower may, at its option,
at any time (whether or not the Borrower is in default
under the Ground Lease), prepay the bondholders an amount
of rent sufficient to redeem the bonds and exercise an
option to purchase the Mortgaged Property from the Issuer
for $100.
The Ground Lease does not require the related ground
lessor to give notice of any default by the Borrower to
the related mortgagee, and does not provide that no notice
of termination given under such Ground Lease is effective
against the related mortgagee unless a copy has been
delivered to such mortgagee.
The related mortgagee is not permitted a reasonable
opportunity to cure any default under such Ground Lease
before the related ground lessor may terminate the Ground
Lease.
The Ground Lease expires July 16, 2027, unless the related
bonds issued in connection with Ground Lease are sooner
redeemed.
The Ground Lease does not require the related ground
lessor to enter into a new lease with the related
mortgagee upon termination of such Ground Lease as a
result of any default or as a result of a rejection of
such Ground Lease in a bankruptcy proceeding involving the
Borrower.
The Ground Lease does not prohibit amendments or
modifications made without the prior consent of the
related mortgagee and does not provide that such
amendments are not binding on the related mortgagee.
-------------------- -----------------------------------------------------------
Southeast Bank The Ground Lease does not require that any related
Portfolio Pool A casualty insurance proceeds with respect to the leasehold
(3290053) interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it
having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in such cases
where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or
(ii) to the payment of the outstanding principal balance
of the Mortgage Loan together with any accrued interest
thereon.
-------------------- -----------------------------------------------------------
Southeast Bank The Ground Lease does not require that any related
Portfolio Pool C casualty insurance proceeds with respect to the leasehold
(3290087) interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it
having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in such cases
where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or
(ii) to the payment of the outstanding principal balance
of the Mortgage Loan together with any accrued interest
thereon.
-------------------- -----------------------------------------------------------
The Galleries of The term expires December 31, 2011 and Tenant has no
Syracuse (3293859) options to renew the term, however, the related Ground
Lease is part of a Payment in Lieu of Real Estate Taxes
("PILOT") agreement under the New York State Industrial
Development Act.
-------------------- -----------------------------------------------------------
REPRESENTATION 23
Legal Proceedings.
------------------
--------------------------------- ----------------------------------------------
824 Market (3292174) There is a pending SEC investigation against
the principal of the related Borrower. The
Darien Business Center (3291051) investigation does not address any of the
related Mortgaged properties. A guaranty was
0000 Xxxxxx Xxxxxx (3290004) executed for each such Mortgage Loan by such
principal to indemnify the holder of the
River Ridge Apartments (3292737) related Mortgage Loan from any losses
resulting from such investigation.
NNN - Marriott Summit Watch
(3292208)
NNN - Offices at Interwood
(3292216)
NNN - Gallery Building (3292190)
--------------------------------- ----------------------------------------------
REPRESENTATION 24
Other Mortgage Liens.
---------------------
-------------------------------- -----------------------------------------------
000 Xxxx Xxxxxxx (3290269) The related Mortgaged Property secures four
separate pari passu promissory notes in the
following amounts:
Note A-1: $66,250,000
Note A-2: $64,750,000
Note A-3: $67,000,000
Note A-4: $67,000,000
-------------------------------- -----------------------------------------------
AmSouth Center (3290434) The related Mortgage secures two notes, a Note
A and a Note B.
Capitol Square Office Building
(3290772)
Xxxxxxx Xxxxx (3290509)
Viking Plaza (3293511)
-------------------------------- -----------------------------------------------
Northgate/Blackhawk Corporate Subject to certain conditions set forth in the
Center (3292273) related Mortgage Loan documents, the related
Borrower is permitted to incur certain
824 Market (3292174) subordinate financing secured by the Mortgaged
Property.
Round Top RV Park (3292794)
Lake of the Xxxxx (3291788)
Onyx Building (3292422)
Plymouth Rock RV Resort
(3292554)
River Ridge Apartments (3292737)
Gateway Retail Center (3291275)
-------------------------------- -----------------------------------------------
REPRESENTATION 27
Licenses and Permits.
---------------------
-------------------------------- -----------------------------------------------
Two Liberty (3293826) As of the closing date of the related Mortgage
Loan, the related Borrower had obtained only a
base building certificate of occupancy.
-------------------------------- -----------------------------------------------
REPRESENTATION 29
Releases of Mortgaged Properties.
---------------------------------
--------------------- ----------------------------------------------------------
COPT Office The related loan documents permit the related borrower to
Portfolio (3290996) obtain the release of one or more of the individual
properties from the lien of the related Mortgaged Property
following two years after the closing date of this
securitization upon the satisfaction of the following
terms and conditions, including without limitation: (i) no
event of default is continuing either immediately before
or immediately after such release; (ii) the related
borrower defeases an amount of principal equal to 110% of
the allocated loan amount for the related Mortgaged
Property; and (iii) after giving effect to such release,
the underwritten debt service coverage ratio for the
remaining Mortgaged Property subject to the lien of the
related Mortgage will be no less than the greater of: (A)
the underwritten debt service coverage ratio immediately
preceding such release and (B) 1.20x.
The related Borrower may substitute one of the related
Mortgaged Properties upon the satisfaction of certain
conditions including, without limitation, the following:
(i) no event of default is continuing; (ii) after giving
effect to the substitution, the underwritten debt service
coverage ratio for all of the related Mortgaged Properties
will be no less than the greater of: (A) the underwritten
debt service coverage ratio for all of the related
Mortgage Properties immediately preceding such
substitution and (B) 1.20x; (iii) after giving effect to
the substitution, the loan-to-value ratio for all of the
related Mortgaged Properties will be no greater than the
lesser of: (A) the loan-to-value ratio for all of the
related Mortgaged Properties immediately preceding such
substitution and (B) 75%; (iv) the related borrower must
provide the mortgagee confirmation from the applicable
rating agencies that any securities secured by the related
Mortgage Loan will not suffer a downgrade, withdrawal or
qualification of the credit rating then assigned to such
securities; (v) the mortgagee must have received a REMIC
opinion with respect to such substitution; and (vi) no
substitution will occur during the 12-month period
preceding the Maturity Date of the related Mortgage Loan.
In addition, if the related borrower is unable to
simultaneously effectuate the substitution of a substitute
property for a released property, such borrower may obtain
the release of a related Mortgaged Property upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the related borrower
deposits with mortgagee cash or a letter of credit in an
amount equal to the greater of (A) the then fair market
value of the proposed released property and (B) the amount
that would be required to purchase defeasance collateral
necessary to partially defease the Mortgage Loan and
obtain the release of the related Mortgaged Property; (ii)
the mortgagee must have received a REMIC opinion with
respect to such release and substitution; and (iii) the
related borrower must satisfy each of the conditions set
forth in this paragraph within 90 days after the release
of the related Mortgaged Property; provided that if for
any reason the substitution fails to occur in 90 days
after the release of a related Mortgaged Property, then
the mortgagee has the right to use any cash substitution
collateral and draw on any letter of credit and apply the
proceeds of such draw to purchase the defeasance
collateral necessary to effect a partial defeasance in the
amount that would be necessary to obtain a release of a
related Mortgaged Property.
--------------------- ----------------------------------------------------------
Memphis and Orlando The related loan documents permit the related borrower,
Industrial Portfolio after May 17, 2009, to obtain the release of one or more
Rollup (3292042 and parcels from the lien of the related Mortgage in
3292430) connection with a partial prepayment of such Mortgage Loan
and upon the satisfaction of certain conditions including,
without limitation, the following: (i) no event of default
exists or, with the passage of time, giving of notice and
failure to cure would constitute an event of default under
the related loan documents; (ii) the related borrower must
pay the related mortgagee an amount equal to 105% of the
allocated loan amount for such release parcel; (iii) after
giving effect to such release, the debt service coverage
ratio for the remaining related Mortgaged Property must
not be less than the greater of (A) 1.15x or (B) the debt
service coverage ratio for the related Mortgaged
Properties combined immediately prior to such release;
(iv) after giving effect to such release, the
loan-to-value ratio for the remaining related Mortgaged
Property must not exceed the lesser of (A) 80% and (B) the
loan-to-value ratio for the related Mortgaged Property
immediately prior to such release; (v) the related
borrower must provide the related mortgagee a REMIC
opinion; and (vi) the related borrower must provide the
mortgagee confirmation from the applicable rating agencies
that any securities secured by the related Mortgage Loan
will not suffer a downgrade, withdrawal or qualification
of the credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
Southeast Bank The related borrower may obtain a release of an individual
Portfolio Pool A Mortgaged Property and substitute another retail bank
(0000000) xxxxxxxx property of like kind and quality acquired by the
related borrower upon the satisfaction of certain
Southeast Bank conditions including, without limitation, the following:
Portfolio Pool C (i) no event of default has occurred and is continuing;
(3290087) (ii) the aggregate allocated loan amount of the
substituted properties may not exceed (A) during any 12
consecutive month period, 18% of the initial principal
amount of the related Mortgage Loan or (B) during the term
of the related Mortgage Loan, 35% of the initial principal
amount of the related Mortgage Loan; (iii) the related
borrower must have provided the related mortgagee an
appraisal dated within 180 days of such substitution
indicating that the value of the replacement property is
at least equal to the greatest of, (A) 100% of the value
of the substituted property preceding the substitution;
(B) 125% of the allocated loan amount of the substituted
property; and (C) 100% of the value of the substituted
property as of the closing date; (iv) the net operating
income of the replacement property for the preceding two
years must be greater than the net operating income of the
substituted property for the same two years; (v) after
giving effect to such substitution, the debt service
coverage ratio is at least equal to the debt service
coverage ratio for the related Mortgage Loan (including
the substituted property but excluding the replacement
property) for the 12 month period preceding such
substitution; (vi) the related borrower must provide the
related mortgagee a REMIC opinion stating that such
substitution does not constitute a "significant
modification" or a "deemed exchange" under the Code; and
(vii) the related borrower must provide the mortgagee
confirmation from the applicable rating agencies that any
securities secured by the related Mortgage Loan will not
suffer a downgrade, withdrawal or qualification of the
credit rating then assigned to such securities.
The related loan documents permit the related borrower, at
any time after the earlier to occur of three years after
origination of the Mortgage Loan or two years after the
startup day of a securitization, to obtain the release of
the individual parcels from the lien of the related
Mortgage in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) no event of default has
occurred and is continuing; (ii) the note must be split
into two substitute notes; (iii) the related borrower must
provide the related mortgagee a REMIC opinion; (iv) the
related borrower must provide the mortgagee confirmation
from the applicable rating agencies that any securities
secured by the related Mortgage Loan will not suffer a
downgrade, withdrawal or qualification of the credit
rating then assigned to such securities; and (v) the
borrower must deliver defeasance collateral in an amount
no less than the greatest of (A) depending upon certain
elections available to the related borrower, an amount no
less than either 120% or 125% of the allocated loan amount
of the release parcel as set forth in the related loan
documents, (B) an amount which, after giving effect to
such partial defeasance, would result in a debt service
coverage ratio for the remaining property not be less than
(1) the debt service coverage ratio as of the date of
origination of the related Mortgage Loan, (2) if the
entire 12 month period immediately following the partial
defeasance occurs during the interest only period, an
amount not less than 1.30x or (3) if all or any portion of
the 12 month period immediately following the partial
defeasance occurs during the amortization period, an
amount not less than 1.15x and (C) an amount which, after
giving effect to such partial defeasance, results in a
loan-to-value ratio for the remaining property no greater
than 64% or the lesser of (i) 64% and (ii) the
pre-defeasance loan to value ratio, depending upon certain
elections available to the borrower.
--------------------- ----------------------------------------------------------
Northgate/Blackhawk The related loan documents permit the related borrower, at
Corporate Center any time following two years after the closing date of
(3292273) this securitization, to obtain the release of one of the
individual parcels from the lien of the related Mortgage
in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the note must be split into
two separate uncross-collateralized notes; (ii) after
giving effect to the release, the ratio of the outstanding
balance of the related Mortgage Loan to the aggregate fair
market value of the remaining Mortgaged Property is not
greater than the lesser of (A) the ratio of the
outstanding balance of the related Mortgage Loan to the
aggregate fair market value of the entire Mortgaged
Property as of origination of the related Mortgage Loan
and (B) the ratio of the outstanding balance of the
related Mortgage Loan to the aggregate fair market value
of the entire Mortgaged Property as of the date
immediately preceding such release; (iii) after giving
effect to such release, the debt service coverage ratio
with respect to the remaining Mortgaged Property will be
equal to or greater than the greater of (A) the debt
service coverage ratio with respect to the entire
Mortgaged Property as of origination of the related
Mortgage Loan and (B) the debt service coverage ratio with
respect to the entire related Mortgaged Property as of the
date immediately preceding such release; (iv) the amount
of the defeasance note will be 125% of the total related
Mortgage Loan amount allocated to the transferred parcel;
and (v) the related borrower must provide the mortgagee
confirmation from the applicable rating agencies that any
securities secured by the related Mortgage Loan will not
suffer a downgrade, withdrawal or qualification of the
credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
AmSouth Center - The related loan documents permit the related borrower, at
Xxxxxxx (3290418) any time following two years after the closing date of
this securitization and prior to 90 days before the
maturity date of the related Mortgage Loan to obtain the
release of a portion of the related Mortgaged Property
from the lien of the related Mortgage in connection with a
partial defeasance upon the satisfaction of certain
conditions including, without limitation, the following:
(i) no event of default has occurred and is continuing;
(ii) the note must be split into two separate notes; (iii)
the related borrower must provide the related mortgagee a
REMIC opinion; (iv) the related borrower must provide the
mortgagee confirmation from the applicable rating agencies
that any securities secured by the related Mortgage Loan
will not suffer a downgrade, withdrawal or qualification
of the credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
UNH Apartment The related loan documents permit the related borrower, at
Portfolio (3293347) any time following May 1, 2009, to obtain the release of
one or more of six designated parcels from the lien of the
related Mortgage in connection with a partial prepayment
of such Mortgage Loan and upon the satisfaction of certain
conditions including, without limitation, the following:
(i) no event of default exists or, with the passage of
time, giving of notice and failure to cure would
constitute an event of default under the related loan
documents; (ii) such release occurs on no more than three
occasions; (iii) no more than $4,000,000 of the allocated
loan amount must be subject to such partial release,
regardless of the number of parcels actually released;
(iv) the related borrower must pay the related mortgagee
an amount equal to 115% of the allocated loan amount for
such release parcel; (v) after giving effect to such
partial release, the debt service coverage ratio for the
remaining property must be no less than the greater of (A)
1.15x or (B) the debt service coverage ratio for the
entire Mortgaged Property as of the date immediately
preceding the date of such partial release; (vi) after
giving effect to such partial release, the loan-to-value
ratio for the remaining Mortgaged Property must not exceed
the lesser of (A) 69.4% or (B) the loan-to-value ratio for
the entire Mortgaged Property as of the date immediately
preceding the date of such partial release; and (vii) the
related borrower must provide the mortgagee confirmation
from the applicable rating agencies that any securities
secured by the related Mortgage Loan will not suffer a
downgrade, withdrawal or qualification of the credit
rating then assigned to such securities.
--------------------- ----------------------------------------------------------
College Park Plaza The related loan documents permit the related borrower to
(3290939) obtain the release of one or both of the undeveloped out
parcels on the Mortgaged Property upon the satisfaction of
certain conditions including, without limitation, the
following: (i) no event of default exists or an event that
with the passage of time or giving of notice and failure
to cure such event must constitute an event of default
under the related loan documents; (ii) the related
borrower will obtain the necessary governmental zoning and
land use approvals for the released premises; (iii) the
related borrower must provide the related mortgagee with
customary opinions and rating agency approval if the
Mortgage Loan is part of a securitization; (iv) no partial
release may be obtained by the related borrower after one
year prior to the maturity date of the related Mortgage
Loan; and (v) the released premises and remaining premises
must be legally subdivided separate lots with separate tax
identification numbers.
--------------------- ----------------------------------------------------------
NNN - Marriott The related loan documents permit the related borrower, at
Summit Watch any time after two years after the startup day of a
(3292208) securitization, to obtain the release of one or both of
the individual parcels from the lien of the related
Mortgage in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the note must be split into
two separate uncross-collateralized notes; (ii) the
outstanding principal amount of the remaining note to the
fair market value of the remaining parcel must not be
greater than the lesser of (A) 70%, or (B) the
loan-to-value ratio immediately preceding the transfer of
the released parcel; (iii) the debt service coverage ratio
of the remaining note must not be less than the greater of
(A) 1.15x or (B) the debt service coverage ratio for the
related Mortgage Loan immediately preceding the transfer
of the released parcel; and (iv) payment of 110% of the
amount allocated to such the released parcel under in the
related loan documents.
--------------------- ----------------------------------------------------------
Xxxxxxx Xxxxx The related loan documents permit the related borrower to
(3290509) obtain the release of a portion of the Mortgaged Property
upon the satisfaction of certain conditions including,
without limitation, the following: (i) the released
portion must be vacant land at the time of the release;
(ii) no event of default exists or an event that with the
passage of time or giving of notice and failure to cure
such event must constitute an event of default under the
related loan documents; (iii) such release occurs in no
more than two separate conveyances; (iv) the released
portion and remaining portion must be legally subdivided
separate lots with separate tax identification numbers;
(v) the related borrower must provide the related
mortgagee a REMIC opinion; and (vi) the related borrower
must provide the mortgagee confirmation from the
applicable rating agencies that any securities secured by
the related Mortgage Loan will not suffer a downgrade,
withdrawal or qualification of the credit rating then
assigned to such securities.
--------------------- ----------------------------------------------------------
Holiday Inn & Suites The related loan documents permit the related borrower to
Tallahassee (3291523) obtain the release of a portion of the vacant land within
the Mortgaged Property upon the satisfaction of certain
conditions including, without limitation, the following:
(i) no event of default exists or, with the passage of
time or giving of notice and failure to cure such event
must constitute an event of default under the related loan
documents; (ii) the related mortgagee must determine that
the release will not result in the diminution of value of
the Mortgaged Property remaining after the release; (iii)
the released premises and remaining premises must be
legally subdivided separate lots with separate tax
identification numbers; (iv) the related borrower must
provide the related mortgagee a REMIC opinion; and (v) the
related borrower must provide the mortgagee confirmation
from the applicable rating agencies that any securities
secured by the related Mortgage Loan will not suffer a
downgrade, withdrawal or qualification of the credit
rating then assigned to such securities.
--------------------- ----------------------------------------------------------
Marineland Village The related loan documents permit the related borrower, at
(3292034) any time following two years after the closing date of
this securitization, to obtain the release of one or more
of the individual parcels from the lien of the related
Mortgage in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the related borrower must
provide defeasance collateral to the related mortgagee in
an amount equal to 115% of the allocated loan amount for
such release parcel; (ii) after giving effect to such
release, the loan-to-value ratio for the Mortgaged
Property is no greater than the lesser of (A) the
loan-to-value ratio as of the date of origination of the
related Mortgage Loan and (B) the loan-to-value ratio as
of the date immediately preceding the release; (iii) after
giving effect to such release, the debt service coverage
ratio for the Mortgaged Property is not less than the
greater of (A) the debt service coverage ratio as of the
date of origination of the related Mortgage Loan and (B)
the debt service coverage ratio as of the date immediately
preceding the release; (iv) the related borrower must
provide the related mortgagee a REMIC opinion; and (v) the
related borrower must provide the mortgagee confirmation
from the applicable rating agencies that any securities
secured by the related Mortgage Loan will not suffer a
downgrade, withdrawal or qualification of the credit
rating then assigned to such securities.
--------------------- ----------------------------------------------------------
Chicago Bank The related loan documents permit the related borrower, at
Portfolio (3290897) any time following two years after the closing date of
this securitization, to obtain the release of one or more
of the Mortgaged Properties from the lien of the related
Mortgage in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) no event of default has
occurred and is continuing; (ii) the defeasance collateral
equals 125% of the allocated loan amount with respect to
the individual property to be released from the lien of
the related Mortgage; (iii) after giving effect to such
release, the loan-to-value ratio for the remaining
Mortgaged Property must be greater than the lesser of (A)
the loan-to-value ratio as of the date of origination of
the related Mortgage Loan and (B) the loan-to-value ratio
as of the date immediately preceding the release; (iv)
after giving effect to such release, the debt service
coverage ratio for the remaining property must not be less
than (A) the debt service coverage ratio as of the date of
origination of the related Mortgage Loan and (B) the debt
service coverage ratio as of the date immediately
preceding the release; (v) the related borrower must
provide the related mortgagee a REMIC opinion; and (vi)
the related borrower must provide the mortgagee
confirmation from the applicable rating agencies that any
securities secured by the related Mortgage Loan will not
suffer a downgrade, withdrawal or qualification of the
credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
REPRESENTATION 30
Defeasance/Prepayment
---------------------
--------------------------------------------------------------------------------
"Defeasance Collateral" will be U.S. Obligations, which provide payments (i) on
or prior to, but as close as possible to, the Business Day immediately
preceding all Monthly Payment Dates and other scheduled payment dates, if any,
under the Mortgage Note after the Defeasance Date and up to and including the
maturity date, and (ii) in amounts equal to or greater than the Scheduled
Defeasance Payments relating to such Monthly Payment Dates and other scheduled
payment dates.
--------------------------------------------------------------------------------
REPRESENTATION 31
Partial Defeasance/Release for Cross-Collateralized Mortgage Loans.
-------------------------------------------------------------------
--------------------- ----------------------------------------------------------
COPT Office The related loan documents permit the related borrower to
Portfolio (3290996) obtain the release of one or more of the individual
properties from the lien of the related Mortgaged Property
following two years after the closing date of this
securitization upon the satisfaction of the following
terms and conditions, including without limitation: (i) no
event of default is continuing either immediately before
or immediately after such release; (ii) the related
borrower defeases an amount of principal equal to 110% of
the allocated loan amount for the related Mortgaged
Property; and (iii) after giving effect to such release,
the underwritten debt service coverage ratio for the
remaining Mortgaged Property subject to the lien of the
related Mortgage will be no less than the greater of: (A)
the underwritten debt service coverage ratio immediately
preceding such release and (B) 1.20x.
The related Borrower may substitute one of the related
Mortgaged Properties upon the satisfaction of certain
conditions including, without limitation, the following:
(i) no event of default is continuing; (ii) after giving
effect to the substitution, the underwritten debt service
coverage ratio for all of the related Mortgaged Properties
will be no less than the greater of: (A) the underwritten
debt service coverage ratio for all of the related
Mortgage Properties immediately preceding such
substitution and (B) 1.20x; (iii) after giving effect to
the substitution, the loan-to-value ratio for all of the
related Mortgaged Properties will be no greater than the
lesser of: (A) the loan-to-value ratio for all of the
related Mortgaged Properties immediately preceding such
substitution and (B) 75%; (iv) the related borrower must
provide the mortgagee confirmation from the applicable
rating agencies that any securities secured by the related
Mortgage Loan will not suffer a downgrade, withdrawal or
qualification of the credit rating then assigned to such
securities; (v) the mortgagee must have received a REMIC
opinion with respect to such substitution; and (vi) no
substitution will occur during the 12-month period
preceding the Maturity Date of the related Mortgage Loan.
In addition, if the related borrower is unable to
simultaneously effectuate the substitution of a substitute
property for a released property, such borrower may obtain
the release of a related Mortgaged Property upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the related borrower
deposits with mortgagee cash or a letter of credit in an
amount equal to the greater of (A) the then fair market
value of the proposed released property and (B) the amount
that would be required to purchase defeasance collateral
necessary to partially defease the Mortgage Loan and
obtain the release of the related Mortgaged Property; (ii)
the mortgagee must have received a REMIC opinion with
respect to such release and substitution; and (iii) the
related borrower must satisfy each of the conditions set
forth in this paragraph within 90 days after the release
of the related Mortgaged Property; provided that if for
any reason the substitution fails to occur in 90 days
after the release of a related Mortgaged Property, then
the mortgagee has the right to use any cash substitution
collateral and draw on any letter of credit and apply the
proceeds of such draw to purchase the defeasance
collateral necessary to effect a partial defeasance in the
amount that would be necessary to obtain a release of a
related Mortgaged Property.
--------------------- ----------------------------------------------------------
Memphis and Orlando The related loan documents permit the related borrower,
Industrial Portfolio after May 17, 2009, to obtain the release of one or more
Rollup (3292042 and parcels from the lien of the related Mortgage in
3292430) connection with a partial prepayment of such Mortgage Loan
and upon the satisfaction of certain conditions including,
without limitation, the following: (i) no event of default
exists or, with the passage of time, giving of notice and
failure to cure would constitute an event of default under
the related loan documents; (ii) the related borrower must
pay the related mortgagee an amount equal to 105% of the
allocated loan amount for such release parcel; (iii) after
giving effect to such release, the debt service coverage
ratio for the remaining related Mortgaged Property must
not be less than the greater of (A) 1.15x or (B) the debt
service coverage ratio for the related Mortgaged
Properties combined immediately prior to such release;
(iv) after giving effect to such release, the
loan-to-value ratio for the remaining related Mortgaged
Property must not exceed the lesser of (A) 80% and (B) the
loan-to-value ratio for the related Mortgaged Property
immediately prior to such release; (v) the related
borrower must provide the related mortgagee a REMIC
opinion; and (vi) the related borrower must provide the
mortgagee confirmation from the applicable rating agencies
that any securities secured by the related Mortgage Loan
will not suffer a downgrade, withdrawal or qualification
of the credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
Southeast Bank The related borrower may obtain a release of an individual
Portfolio Pool A Mortgaged Property and substitute another retail bank
(0000000) xxxxxxxx property of like kind and quality acquired by the
related borrower upon the satisfaction of certain
Southeast Bank conditions including, without limitation, the following:
Portfolio Pool C (i) no event of default has occurred and is continuing;
(3290087) (ii) the aggregate allocated loan amount of the
substituted properties may not exceed (A) during any 12
consecutive month period, 18% of the initial principal
amount of the related Mortgage Loan or (B) during the term
of the related Mortgage Loan, 35% of the initial principal
amount of the related Mortgage Loan; (iii) the related
borrower must have provided the related mortgagee an
appraisal dated within 180 days of such substitution
indicating that the value of the replacement property is
at least equal to the greatest of, (A) 100% of the value
of the substituted property preceding the substitution;
(B) 125% of the allocated loan amount of the substituted
property; and (C) 100% of the value of the substituted
property as of the closing date; (iv) the net operating
income of the replacement property for the preceding two
years must be greater than the net operating income of the
substituted property for the same two years; (v) after
giving effect to such substitution, the debt service
coverage ratio is at least equal to the debt service
coverage ratio for the related Mortgage Loan (including
the substituted property but excluding the replacement
property) for the 12 month period preceding such
substitution; (vi) the related borrower must provide the
related mortgagee a REMIC opinion stating that such
substitution does not constitute a "significant
modification" or a "deemed exchange" under the Code; and
(vii) the related borrower must provide the mortgagee
confirmation from the applicable rating agencies that any
securities secured by the related Mortgage Loan will not
suffer a downgrade, withdrawal or qualification of the
credit rating then assigned to such securities.
The related loan documents permit the related borrower, at
any time after the earlier to occur of three years after
origination of the Mortgage Loan or two years after the
startup day of a securitization, to obtain the release of
the individual parcels from the lien of the related
Mortgage in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) no event of default has
occurred and is continuing; (ii) the note must be split
into two substitute notes; (iii) the related borrower must
provide the related mortgagee a REMIC opinion; (iv) the
related borrower must provide the mortgagee confirmation
from the applicable rating agencies that any securities
secured by the related Mortgage Loan will not suffer a
downgrade, withdrawal or qualification of the credit
rating then assigned to such securities; and (v) the
borrower must deliver defeasance collateral in an amount
no less than the greatest of (A) depending upon certain
elections available to the related borrower, an amount no
less than either 120% or 125% of the allocated loan amount
of the release parcel as set forth in the related loan
documents, (B) an amount which, after giving effect to
such partial defeasance, would result in a debt service
coverage ratio for the remaining property not be less than
(1) the debt service coverage ratio as of the date of
origination of the related Mortgage Loan, (2) if the
entire 12 month period immediately following the partial
defeasance occurs during the interest only period, an
amount not less than 1.30x or (3) if all or any portion of
the 12 month period immediately following the partial
defeasance occurs during the amortization period, an
amount not less than 1.15x and (C) an amount which, after
giving effect to such partial defeasance, results in a
loan-to-value ratio for the remaining property no greater
than 64% or the lesser of (i) 64% and (ii) the
pre-defeasance loan to value ratio, depending upon certain
elections available to the borrower.
--------------------- ----------------------------------------------------------
Northgate/Blackhawk The related loan documents permit the related borrower, at
Corporate Center any time following two years after the closing date of
(3292273) this securitization, to obtain the release of one of the
individual parcels from the lien of the related Mortgage
in connection with a partial defeasance upon the
satisfaction of certain conditions including, without
limitation, the following: (i) the note must be split into
two separate uncross-collateralized notes; (ii) after
giving effect to the release, the ratio of the outstanding
balance of the related Mortgage Loan to the aggregate fair
market value of the remaining Mortgaged Property is not
greater than the lesser of (A) the ratio of the
outstanding balance of the related Mortgage Loan to the
aggregate fair market value of the entire Mortgaged
Property as of origination of the related Mortgage Loan
and (B) the ratio of the outstanding balance of the
related Mortgage Loan to the aggregate fair market value
of the entire Mortgaged Property as of the date
immediately preceding such release; (iii) after giving
effect to such release, the debt service coverage ratio
with respect to the remaining Mortgaged Property will be
equal to or greater than the greater of (A) the debt
service coverage ratio with respect to the entire
Mortgaged Property as of origination of the related
Mortgage Loan and (B) the debt service coverage ratio with
respect to the entire related Mortgaged Property as of the
date immediately preceding such release; (iv) the amount
of the defeasance note will be 125% of the total related
Mortgage Loan amount allocated to the transferred parcel;
and (v) the related borrower must provide the mortgagee
confirmation from the applicable rating agencies that any
securities secured by the related Mortgage Loan will not
suffer a downgrade, withdrawal or qualification of the
credit rating then assigned to such securities.
--------------------- ----------------------------------------------------------
REPRESENTATION 37
Single Purpose Entity.
----------------------
--------------------------------- ----------------------------------------------
Xxxxxx Xxxxxxx / Xxxxxxxx Xxxxx The aggregate amount of the related Mortgage
/ University Avenue / Rancho Loans is in excess of $25,000,000; however
Mirada / Villa Norte (3291838, the related Borrowers are not Single Purpose
3291846, 3291861, 3291853, Entities.
3291879)
--------------------------------- ----------------------------------------------
000 Xxxxxxxxx Xxxx (3290129) The related Mortgaged Property is owned by
the owner(s) of the related Borrower and such
Perryville Crossing (3292513) related Borrower executed the related
Mortgage Note and related loan agreement (if
Forest Lake Apartments (3291226) any). The related Mortgage Loan is secured by
an Indemnity Guaranty, an Indemnity Deed of
Trust and Security Agreement, and an
Indemnity Assignment of Leases and Rents,
which documents have been executed by the
owner(s) of the related Borrower. This
structure is known as an Indemnity Deed of
Trust, which is specific to the State of
Maryland.
--------------------------------- ----------------------------------------------
REPRESENTATION 39
Tax Parcels.
------------
--------------------------------- ----------------------------------------------
Southeast Bank Portfolio Pool A The portion of the related Mortgaged Property
(3290053) subject to a Ground Lease does not constitute
a separate tax parcel.
Southeast Bank Portfolio Pool C
(0000000)
--------------------------------- ----------------------------------------------
REPRESENTATION 42
Operating Statements.
--------------------------------- ----------------------------------------------
000 Xxxxxxxxx Xxxx (3290129) Pursuant to the Indemnity Guaranty or
Indemnity Deed of Trust, the related property
Perryville Crossing (3292513) owner has the obligation to deliver the
operating statements for the related
Forest Lake Apartments (3291226) Mortgaged Property.
--------------------------------- ----------------------------------------------
REPRESENTATION 43
Servicing Rights.
-----------------
--------------------------------- ----------------------------------------------
COPT Office Portfolio (3290996) The related mortgagee has the right to
transfer servicing of the related Mortgage
Loan to a third-party in the related
mortgagee's sole discretion. In the event the
related mortgagee proposes to transfer the
primary servicing rights for the related
Mortgage Loan to a party other than Wachovia
Bank, National Association, the related
Borrower will have the option, upon
increasing the interest rate by 0.01%, to
require the related mortgagee to engage
Xxxxxxxx Xxxxxxxx Xxxxxx as a non-cashiering
subservicer for such Mortgage Loan.
--------------------------------- ----------------------------------------------
REPRESENTATION 44
Recourse.
---------
--------------------------------------------------------------------------------
Guarantors of the recourse carveout liability provisions for Mortgage Loans in
which the Mortgaged Property is owned by tenants in common may be limited such
that each related tenant in common and/or guarantor is liable only for its own
acts or omissions.
--------------------------------------------------------------------------------
6770 Bermuda (3290335) The recourse indemnity obligation of the
principal of the related Borrower is capped
in amount equal to $3,000,000. There is no
stated cap on the environmental indemnity
obligations of the principal of the related
Borrower.
--------------------------------- ----------------------------------------------
Xxxxxxxxxxxx Place (3290673) The Guaranty is limited to $6,300,000 and
terminates on October 1, 2017, which is the
maturity date of the related Mortgage Loan.
--------------------------------- ----------------------------------------------
REPRESENTATION 46
Fee Simple or Leasehold Interests.
----------------------------------
--------------------------------- ----------------------------------------------
000 Xxxxxxxxx Xxxx (3290129) The related Mortgaged Property is owned by
the owner(s) of the related Borrower and such
Perryville Crossing (3292513) related Borrower executed the related
Mortgage Note and related loan agreement (if
Forest Lake Apartments (3291226) any). The related Mortgage Loan is secured by
an Indemnity Guaranty, an Indemnity Deed of
Trust and Security Agreement, and an
Indemnity Assignment of Leases and Rents,
which documents have been executed by the
owner(s) of the related Borrower. This
structure is known as an Indemnity Deed of
Trust, which is specific to the State of
Maryland.
--------------------------------- ----------------------------------------------
REPRESENTATION 53
Additional Collateral.
----------------------
--------------------------------- ----------------------------------------------
000 Xxxx Xxxxxxx (3290269) The Mortgaged Property secures four separate
pari passu promissory notes in the following
amounts:
Note A-1: $66,250,000
Note A-2: $64,750,000
Note A-3: $67,000,000
Note A-4: $67,000,000
--------------------------------- ----------------------------------------------
AmSouth Center (3290434) The related Mortgage secures two notes, a
Note A and a Note B.
Capitol Square Office Building
(3290772)
Xxxxxxx Xxxxx (3290509)
Viking Plaza (3293511)
--------------------------------- ----------------------------------------------
Northgate/Blackhawk Corporate Subject to certain conditions set forth in
Center (3292273) the related Mortgage Loan documents, the
related Borrower is permitted to incur
824 Market (0000000) xxxxxxx subordinate financing secured by the
Mortgaged Property.
Round Top RV Park (3292794)
Lake of the Xxxxx (3291788)
Onyx Building (3292422)
Plymouth Rock RV Resort (3292554)
River Ridge Apartments (3292737)
Gateway Retail Center (3291275)
--------------------------------- ----------------------------------------------
