Exhibit 99.4
MORTGAGE LOAN PURCHASE AGREEMENT
(NCB, FSB LOANS)
Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
March 1, 2007, between NCB, FSB (the "Seller"), and Xxxxxx Xxxxxxx Capital I
Inc. (the "Purchaser").
The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of March 1, 2007, between the Purchaser, as
depositor, Xxxxx Fargo Bank, N.A. as General Master Servicer, LNR Partners,
Inc., as General Special Servicer, NCB, FSB, as NCB Master Servicer, National
Consumer Cooperative Bank, as Co-op Special Servicer and U.S. Bank National
Association, as Trustee, Paying Agent and Certificate Registrar. In exchange for
the Mortgage Loans and certain other mortgage loans (the "Other Mortgage Loans")
to be purchased by the Purchaser, the Trust will issue to the Depositor
pass-through certificates to be known as Xxxxxx Xxxxxxx Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
The Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class
A-M and Class A-J Certificates (the "Public Certificates") will be sold by the
Purchaser to Xxxxxx Xxxxxxx & Co. Incorporated, Banc of America Securities LLC,
Natixis Securities North America Inc. (formerly IXIS Securities North America
Inc.), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and SunTrust Capital
Markets, Inc. (collectively, the "Underwriters"), pursuant to an Underwriting
Agreement, between the Purchaser and the Underwriters, dated March 22, 2007 (the
"Underwriting Agreement"), and the Class X, Class X-Y, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Xxxxxx Xxxxxxx & Co. Incorporated (in such capacity, the "Initial
Purchaser") pursuant to a Certificate Purchase Agreement, between the Purchaser
and the Initial Purchaser, dated March 22, 2007 (the "Certificate Purchase
Agreement"). The Underwriters will offer the Public Certificates for sale
publicly pursuant to a Prospectus dated February 6, 2007, as supplemented by a
Prospectus Supplement dated March 22, 2007 (together, the "Prospectus
Supplement"), and the Initial Purchaser will offer the Private Certificates
(other than the Class EI, Class R-I, Class R-II and Class R-III Certificates)
for sale in transactions exempt from the registration requirements of the
Securities Act of 1933 pursuant to a Private Placement Memorandum, dated as of
March 22, 2007 (the "Memorandum").
In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:
Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
March 2007. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $196,684,571. The sale of the Mortgage Loans shall take place on
March 29, 2007 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for
the Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.
On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).
Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the applicable Master Servicer and the applicable Special Servicer
to empower the Trustee, the applicable Master Servicer and, in the event of the
failure or incapacity of the Trustee and the applicable Master Servicer, the
Special Servicer, to submit for recording, at the expense of the Seller, any
mortgage loan documents required to be recorded as described in the Pooling and
Servicing Agreement and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as
original counterparts have previously been delivered to the Trustee). The Seller
agrees to reasonably cooperate with the Trustee, the applicable Master Servicer
and the applicable Special Servicer in connection with any additional powers of
attorney or revisions thereto that are requested by such parties for purposes of
such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents for recording, at the Seller's expense, after the periods set forth
above; provided, however, the Trustee shall not submit such assignments for
recording if the Seller produces evidence that it has sent any such assignment
for recording and certifies that the Seller is awaiting its return from the
applicable recording office. In addition, not later than the 30th day following
the Closing Date, the Seller shall deliver to or on behalf of the Trustee each
of the remaining documents or instruments specified below (with such exceptions
and additional time periods as are permitted by this Section) with respect to
each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse" does not modify the duties of the Seller under Section 5
hereof.)
All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:
(a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of U.S. Bank National
Association, as Trustee for Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-IQ13, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;
(b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company, Seller, or escrow company to be a true copy thereof; provided that if
such original Mortgage cannot be delivered with evidence of recording thereon on
or prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;
(c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if any such original
modification, consolidation or extension agreement has been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, a true copy of such
modification, consolidation or extension certified by the Seller together with
(i) in the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original modification, consolidation
or extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;
(d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "U.S. Bank National Association, as Trustee for Xxxxxx Xxxxxxx Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13";
(e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;
(f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company, Seller, or escrow company to
be a true copy thereof; provided that if such Assignment of Leases has not been
returned on or prior to the 90th day following the Closing Date because of a
delay caused by the applicable public recording office where such Assignment of
Leases has been delivered for recordation or because such original Assignment of
Leases has been lost, the Seller shall deliver or cause to be delivered to the
Trustee a true and correct copy of such Assignment of Leases submitted for
recording, together with, (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such Assignment of Leases has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Assignment
of Leases that has been lost after recordation, a certification by the
appropriate county recording office where such Assignment of Leases is recorded
that such copy is a true and complete copy of the original recorded Assignment
of Leases, in each case together with an original assignment of such Assignment
of Leases, in recordable form (except for recording information not yet
available if the instrument being recorded has not been returned from the
applicable recording office), signed by the holder of record in favor of "U.S.
Bank National Association, as Trustee for Xxxxxx Xxxxxxx Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13," which
assignment may be effected in the related Assignment of Mortgage;
(g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;
(h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
certified by the title company with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a preliminary title report with
the original Title Insurance Policy to follow within 180 days of the Closing
Date;
(i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;
(j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.
(k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;
(l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement or (B) the original of
each letter of credit, if any, constituting additional collateral for such
Mortgage Loan (other than letters of credit representing tenant security
deposits which have been collaterally assigned to the lender), which shall be
held by the applicable Primary Servicer (or the Master Servicer) on behalf of
the Trustee, with a copy to be held by the Trustee, and applied, drawn, reduced
or released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement (it being understood that the Seller has agreed (a) that the proceeds
of such letter of credit belong to the Trust, (b) to notify, on or before the
Closing Date, the bank issuing the letter of credit that the letter of credit
and the proceeds thereof belong to the Trust, and to use reasonable efforts to
obtain within 30 days (but in any event to obtain within 90 days) following the
Closing Date, an acknowledgement thereof by the bank (with a copy of such
acknowledgement to be sent to the Trustee) and (c) to indemnify the Trust for
any liabilities, charges, costs, fees or other expenses accruing from the
failure of the Seller to assign the letter of credit hereunder). In the case of
clause (B) above, any letter of credit held by the applicable Primary Servicer
(or Master Servicer) shall be held in its capacity as agent of the Trust, and if
the applicable Primary Servicer (or Master Servicer) sells its rights to service
the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) has agreed to assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the applicable Primary Servicer
(or Master Servicer). The applicable Primary Servicer (or Master Servicer) has
agreed to indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;
(m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;
(n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties securing Mortgage Loans with a
Cut-Off Date principal balance equal to or greater than $20,000,000;
(o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;
(p) A copy of any affidavit and indemnification agreement in favor
of the lender;
(q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents;
"Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.
The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.
If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90-day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90-day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).
The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.
Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.
As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.
Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to or at the direction
of the Master Servicer, on behalf of the Purchaser, on or prior to the 75th day
after the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.
The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.
Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.
It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:
(i) this Agreement shall be deemed to be a security agreement; and
(ii) the conveyance provided for in this Section 2 shall be deemed
to be a grant by the Seller to the Purchaser of a security interest in all
of the Seller's right, title, and interest, whether now owned or hereafter
acquired, in and to:
(A) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property consisting of, arising from or relating to any of the
following property: the Mortgage Loans identified on the Mortgage
Loan Schedule, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies,
all distributions with respect thereto payable after the Cut-Off
Date, all substitute or replacement Mortgage Loans and all
distributions with respect thereto, and the Mortgage Files;
(B) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, investment
property and other rights arising from or by virtue of the
disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons
with respect to, all or any part of the collateral described in
clause (A) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and
(C) All cash and non-cash proceeds of the collateral described
in clauses (A) and (B) above.
The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.
Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.
The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, 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 the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. 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.
Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.
Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.
On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.
The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.
The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.
Section 4. Representations and Warranties of the Seller and the
Purchaser.
(a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:
(i) The Seller is duly organized and is validly existing as a
federal savings bank in good standing under the laws of the United States
of America. The Seller has the requisite power and authority and legal
right to own the Mortgage Loans and to transfer and convey the Mortgage
Loans to the Purchaser and has the requisite power and authority to
execute and deliver, engage in the transactions contemplated by, and
perform and observe the terms and conditions of, this Agreement.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, and assuming the due authorization, execution
and delivery hereof by the Purchaser, this Agreement constitutes the
valid, legal and binding agreement of the Seller, enforceable in
accordance with its terms, except as such enforcement may be limited by
(A) laws relating to bankruptcy, insolvency, reorganization, receivership
or moratorium, (B) other laws relating to or affecting the rights of
creditors generally, (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law) or (D)
public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.
(iii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and
performance of or compliance by the Seller with this Agreement, or the
consummation by the Seller of any transaction contemplated hereby, other
than (1) such qualifications as may be required under state securities or
blue sky laws, (2) the filing or recording of financing statements,
instruments of assignment and other similar documents necessary in
connection with the Seller's sale of the Mortgage Loans to the Purchaser,
(3) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained and (4) where the
lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Seller under this Agreement.
(iv) Neither the transfer of the Mortgage Loans to the Purchaser,
nor the execution, delivery or performance of this Agreement by the
Seller, conflicts or will conflict with, results or will result in a
breach of, or constitutes or will constitute a default under (A) any term
or provision of the Seller's articles of organization or by-laws, (B) any
term or provision of any material agreement, contract, instrument or
indenture to which the Seller is a party or by which it or any of its
assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of
any such indenture, mortgage, contract or other instrument, other than
pursuant to this Agreement, or (C) after giving effect to the consents or
taking of the actions contemplated in subsection (iii), any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Seller or its assets,
except where in any of the instances contemplated by clauses (B) or (C)
above, any conflict, breach or default, or creation or imposition of any
lien, charge or encumbrance, will not have a material adverse effect on
the consummation of the transactions contemplated hereby by the Seller or
materially and adversely affect its ability to perform its obligations and
duties hereunder or result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller, or in
any material impairment of the right or ability of the Seller to carry on
its business substantially as now conducted.
(v) There are no actions or proceedings against, or investigations
of, the Seller pending or, to the Seller's knowledge, threatened in
writing against the Seller before any court, administrative agency or
other tribunal, the outcome of which could reasonably be expected to
materially and adversely affect the transfer of the Mortgage Loans to the
Purchaser or the execution or delivery by, or enforceability against, the
Seller of this Agreement or have an effect on the financial condition of
the Seller that would materially and adversely affect the ability of the
Seller to perform its obligations under this Agreement.
(vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
this Agreement will effect a transfer by the Seller of all of its right,
title and interest in and to the Mortgage Loans to the Purchaser.
(vii) To the Seller's knowledge, the Loan Seller Information (as
defined in that certain indemnification agreement, dated as of March 22,
2007, between the Seller, the Purchaser, the Underwriters and the Initial
Purchaser (the "Indemnification Agreement")) contained in the Disclosure
Information (as defined in the Indemnification Agreement), the Memorandum
and the Prospectus Supplement (i) does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading and (ii) (other than the Memorandum) complies
with the requirements of and contains all of the applicable information
required by Regulation AB (as defined in the Indemnification Agreement).
To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.
Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.
(b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:
(i) The Purchaser is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware with full
power and authority to carry on its business as presently conducted by it.
(ii) The Purchaser has full power and authority to acquire the
Mortgage Loans, to execute and deliver this Agreement and to enter into
and consummate all transactions contemplated by this Agreement. The
Purchaser has duly and validly authorized the execution, delivery and
performance of this Agreement and has duly and validly executed and
delivered this Agreement. This Agreement, assuming due authorization,
execution and delivery by the Seller, constitutes the valid and binding
obligation of the Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and by general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(iii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and
performance of or compliance by the Purchaser with this Agreement, or the
consummation by the Purchaser of any transaction contemplated hereby that
has not been obtained or made by the Purchaser.
(iv) Neither the purchase of the Mortgage Loans nor the execution,
delivery and performance of this Agreement by the Purchaser will violate
the Purchaser's certificate of incorporation or by-laws or constitute a
default (or an event that, with notice or lapse of time or both, would
constitute a default) under, or result in a breach of, any material
agreement, contract, instrument or indenture to which the Purchaser is a
party or that may be applicable to the Purchaser or its assets.
(v) The Purchaser's 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, rule, writ, injunction, order or
decree of any court, or order or regulation of any federal, state or
municipal government agency having jurisdiction over the Purchaser or its
assets, which violation could materially and adversely affect the
condition (financial or otherwise) or the operation of the Purchaser or
its assets or could materially and adversely affect its ability to perform
its obligations and duties hereunder.
(vi) There are no actions or proceedings against, or investigations
of, the Purchaser pending or, to the Purchaser's knowledge, threatened
against the Purchaser before any court, administrative agency or other
tribunal, the outcome of which could reasonably be expected to adversely
affect the transfer of the Mortgage Loans, the issuance of the
Certificates, the execution, delivery or enforceability of this Agreement
or have an effect on the financial condition of the Purchaser that would
materially and adversely affect the ability of the Purchaser to perform
its obligation under this Agreement.
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Seller, the Underwriters,
the Initial Purchaser and their respective affiliates, that may be
entitled to any commission or compensation in connection with the sale of
the Mortgage Loans or consummation of any of the transactions contemplated
hereby.
To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.
Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.
Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.
(a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).
(b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90-day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.
The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.
If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.
With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, upon such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agreed that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.
Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.
If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.
The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.
In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.
The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).
Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.
The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 37 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.
(c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).
(d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.
Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxx Xxxxx
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 a.m., New York time, on the Closing
Date.
The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:
(a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.
(b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.
(c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.
(d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Loan Seller Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.
(g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.
(h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.
(i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.
Each party agrees to use its 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 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller.
(b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.
(c) True, complete and correct copies of the Seller's articles of
organization and by-laws.
(d) A certificate of existence for the Seller from the Office of
Thrift Supervision dated not earlier than 30 days prior to the Closing Date.
(e) A certificate of the Secretary, Assistant Secretary or Vice
President of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.
(f) An opinion of counsel to the Seller, dated the Closing Date,
substantially in the form of Exhibit 6, attached hereto.
(g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.
(h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.
(i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
(j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.
(k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.
(l) An executed Xxxx of Sale in the form attached hereto as Exhibit
4.
Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated March 1, 2007.
Section 9. Exchange Act Reporting Information. The Seller hereby
agrees to deliver to the Purchaser and the Trustee any disclosure information
relating to any event reasonably determined in good faith by the Purchaser as
required to be reported on Form 8-K, Form 10-D or Form 10-K by the Trust (in
formatting reasonably appropriate for inclusion in such form), including,
without limitation, the disclosure required under Items 1117 and 1119 of
Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best efforts
to deliver proposed disclosure language relating to any event described under
Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee
and the Purchaser within one Business Day and in any event no later than two
Business Days of the Seller becoming aware of such event and shall provide
disclosure relating to any other event reasonably determined by the Purchaser as
required to be disclosed on Form 8-K, Form 10-D or Form 10-K within two Business
Days following the Purchaser's request for such disclosure language. The
obligation of the Seller to provide the above-referenced disclosure materials
will terminate upon notice from the Purchaser or the Trustee that the Trustee
has filed a Form 15 with respect to the Trust as to that fiscal year in
accordance with Section 13.8 of the Pooling and Servicing Agreement. The Seller
hereby acknowledges that the information to be provided by it pursuant to this
Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Securities Exchange Act of 1934, as amended.
Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Xxxxxx Xxxxxxx Capital I
Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, with a
copy to Xxxxxxxx Xxxxx (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
NCB, FSB, 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxxxx
Xxxxx.
Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that 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 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
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 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.
Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.
Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that (a) each Underwriter shall be a
third party beneficiary of the Seller's representations and warranties set forth
in Section 4(a)(vii) and (b) the rights and obligations of the Purchaser
pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12 hereof may
be assigned to the Trustee as may be required to effect the purposes of the
Pooling and Servicing Agreement and, upon such assignment, the Trustee shall
succeed to the rights and obligations hereunder of the Purchaser. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.
Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.
Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.
IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
NCB, FSB
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX CAPITAL I INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
DISCLAIMER
Prospective investors are advised to read carefully, and should rely solely on,
the Prospectus Supplement dated March 22, 2007, and accompanying Prospectus
dated February 6, 2007 (together, the "Prospectus") relating to the Certificates
referred to below in making their investment decision.
This diskette accompanies and is a part of the Prospectus relating to the
Commercial Mortgage Pass-Through Certificates Series 2007-IQ13 (the
"Certificates"). The information set forth on this diskette is an electronic
copy of the information set forth in Appendix II labeled "Certain
Characteristics of the Mortgage Loans" in the Prospectus. This diskette should
be reviewed only in conjunction with the entire Prospectus. This diskette does
not contain all relevant information relating to the Certificates. Such
information is described elsewhere in the Prospectus.
Methodologies used in deriving certain information contained on this diskette
are more fully described elsewhere in the Prospectus.
The information on this diskette should not be viewed as projections, forecasts,
predictions or opinions with respect to value.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any
legends, disclaimers or other notices that may appear at the bottom of, or
attached to, the email communication to which this material may have been
attached are not applicable to these materials and should be disregarded. Such
legends, disclaimers or other notices have been automatically generated as a
result of these materials having been sent via Bloomberg or another email
system.
APPENDIX II
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Mortgage Mortgage
Loan No. CMSA Loan No. CMSA Property No. Loan Seller(1) Property Name(2) Loan Group
-------- ------------- ----------------- -------------- ---------------------------------- ----------
27 27 27-001 NCB,FSB Xxxx Xxxxxxx Xxxxx 0
00 00 00-000 XXX,XXX Penn Nursing Building 1
39 39 39-001 NCB,FSB 000-00 Xxxxxxx Xxxxxxx Owners 2
41 41 41-001 NCB,FSB Manor Towers Owners 2
47 47 47-001 NCB,FSB Laurelton Gardens Corp. 2
48 48 48-001 NCB,FSB 000/000 Xxxx 00xx Xxxxxxxxx Xxxx. 2
50 50 50-001 NCB,FSB Xxxxxxx Mutual Homes, Inc. I & II 2
53 53 53-001 NCB,FSB Inwood Owners, Inc. 2
63 63 63-001 NCB,FSB Xxxxxxxxxxxxx Xxxx Xxxxxx 0
00 00 00-000 XXX,XXX Knollwood Manor, Inc. 2
75 75 75-001 NCB,FSB Xxxxxx-Xxxxxx Owners 2
76 76 76-001 NCB,FSB High Meadow Cooperative Xx. 0 0
00 00 00-000 XXX,XXX Xxxxxxxx Xxxxx Houses 2
83 83 83-001 NCB,FSB Xxxxxxxxxxx Townhouses Cooperative 2
90 90 90-001 NCB,FSB Bay Terrace Cooperative Section X 2
96 96 96-001 NCB,FSB Xxxxxx'x Furniture-Novi 1
102 102 102-001 NCB,FSB Sherbrooke Smithtown Owners 2
109 109 109-001 NCB,FSB The Xxxxx De Xxxx Cooperative 2
111 111 111-001 NCB,FSB Xxxxxxxx Place Owners 2
113 113 113-001 NCB,FSB The Xxxxxx Residence 2
118 118 118-001 NCB,FSB Beechwood Gardens Owners 2
121 121 121-001 NCB,FSB Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 0
000 000 122-001 NCB,FSB Briar Hill Owners Corp. 2
123 123 123-001 NCB,FSB Mainstay Cooperative Section One 2
124 124 124-001 NCB,FSB Xxxxxxxxx Tenants Corporation 2
125 125 125-001 NCB,FSB 000 Xxxx 00xx Xxxxxx, Inc. 2
128 128 128-001 NCB,FSB Prince Tower Tenants Corp. 2
129 129 129-001 NCB,FSB 0000 Xxxxxxxxxxxx Xxx. Owners 2
131 131 131-001 NCB,FSB Xxxxxxxx Gardens Owners 2
133 133 133-001 NCB,FSB 000 Xxxx Xxx Owners Corp. 2
135 135 135-001 NCB,FSB Xxxxxxx Xxxxxx Xxxxxxxxxx 0
000 000 136-001 NCB,FSB Victory Parkway Executive Building 1
138 138 138-001 NCB,FSB 2750 Xxxxxxx Owners 2
141 141 141-001 NCB,FSB CVS Ground Lease-Simpsonville 1
142 142 142-001 NCB,FSB Xxxxx Xxxxx Xxxxxxxxxx 0
000 000 143-001 NCB,FSB Columbia Bedford Tractor 1
144 144 144-001 NCB,FSB Greenwich 33 Apartment Corp. 2
145 145 145-001 NCB,FSB 000 Xxxx Xxx Tenants Corp. 2
148 148 148-001 NCB,FSB Wachovia Bank 1
150 150 150-001 NCB,FSB Jewelry Building 1
153 153 153-001 NCB,FSB CVS Spartanburg 1
154 154 154-001 NCB,FSB Happy Valley Apartments 2
155 155 155-001 NCB,FSB Parish Property 2
156 156 156-001 NCB,FSB 000 Xxxxxxxxx Xxxxxx Corporation 2
157 157 157-001 NCB,FSB 00-00 000xx Xxxxxx Realty Corp. 2
159 159 159-001 NCB,FSB Xxxxxx'x Furniture-Xxxx 1
160 160 160-001 NCB,FSB Jopau Realty 1
161 161 161-001 NCB,FSB Allofus Tenants Inc. 2
162 162 162-001 NCB,FSB 000 Xxxx Xxxxx Xxxxxx Apartments 1
164 164 164-001 NCB,FSB Great Falls Village Center 1
165 165 165-001 NCB,FSB Southgate Apartments. 2
166 166 166-001 NCB,FSB 0000 Xxxxxxx Xxxxxx Ltd. 2
167 167 167-001 NCB,FSB Rancho Pines Business Park 1
168 168 168-001 NCB,FSB 000-000 Xxxx Xxxxx Xxxxxx 2
169 169 169-001 NCB,FSB 3231-5-9 Xxxxxx Owners 2
170 170 170-001 NCB,FSB Gramatan Court Apartments 2
171 171 171-001 NCB,FSB Cajun Properties 2
172 172 172-001 NCB,FSB 00 Xxxx 00xx Xxxxxx Cooperative 2
173 173 173-001 NCB,FSB 00 Xxxx 00xx Xxxxxx, Inc. 2
174 174 174-001 NCB,FSB Parkview Manor-Lockland 2
Totals and Weighted Averages:
Mortgage Cross-Collater- Cut-Off Date Post IO Period Cut-Off Balloon
Loan No. alization(2) Original Balance Balance(3) NOI DSCR(4) NCF DSCR(4) NCF DSCR(4) Date LTV(4) LTV(4)
-------- --------------- ---------------- ------------ ----------- ----------- -------------- ----------- -------
27 No $15,600,000 $15,600,000 1.52 1.46 1.23 76.5% 67.8%
31 No $14,200,000 $14,200,000 1.22 1.21 1.21 79.8% 67.9%
39 No $10,000,000 $9,969,321 3.72 3.72 NAP 16.3% 14.6%
41 No $9,400,000 $9,380,324 3.56 3.56 NAP 15.8% 14.7%
47 No $8,500,000 $8,488,922 4.25 4.25 NAP 15.3% 14.1%
48 No $8,500,000 $8,464,404 4.72 4.72 NAP 10.2% 8.7%
50 No $8,006,424 $8,006,424 3.88 3.88 3.30 13.8% 11.9%
53 No $7,600,000 $7,590,406 6.47 6.47 NAP 7.8% 7.2%
63 No $6,500,000 $6,500,000 1.63 1.54 1.28 79.3% 70.0%
66 No $6,425,000 $6,411,559 2.84 2.84 NAP 28.4% 21.1%
75 No $5,600,000 $5,590,823 8.42 8.42 NAP 7.0% 6.5%
76 No $5,500,000 $5,482,040 4.46 4.46 NAP 15.9% 13.4%
81 No $5,000,000 $4,989,591 2.70 2.70 NAP 25.0% 21.4%
83 No $4,650,000 $4,636,607 4.07 4.07 NAP 13.7% 10.2%
90 No $4,200,000 $4,194,168 9.68 9.68 NAP 6.0% 5.6%
96 No $3,700,000 $3,700,000 2.82 2.73 2.29 57.8% 51.2%
102 No $3,500,000 $3,495,506 3.04 3.04 NAP 27.1% 25.0%
109 No $3,264,000 $3,236,905 4.16 4.16 NAP 9.4% 6.3%
111 No $3,200,000 $3,172,067 3.66 3.66 NAP 13.1% 0.4%
113 No $3,000,000 $3,000,000 3.75 3.75 NAP 20.6% 20.6%
118 No $2,900,000 $2,894,107 3.34 3.34 NAP 19.7% 18.3%
121 No $2,700,000 $2,693,989 1.83 1.71 NAP 59.9% 50.7%
122 No $2,600,000 $2,595,010 4.63 4.63 NAP 12.4% 11.6%
123 No $2,500,000 $2,496,923 6.67 6.67 NAP 11.4% 10.6%
124 No $2,500,000 $2,494,259 5.23 5.23 NAP 12.8% 10.8%
125 No $2,400,000 $2,400,000 8.31 8.31 NAP 9.7% 9.7%
128 No $2,390,000 $2,374,060 8.07 8.07 NAP 6.4% 4.2%
129 No $2,250,000 $2,246,544 4.01 4.01 NAP 12.5% 11.6%
131 No $2,100,000 $2,094,044 3.61 3.61 NAP 15.9% 13.7%
133 No $2,000,000 $1,983,366 9.17 9.17 NAP 3.7% 0.1%
135 No $1,900,000 $1,892,354 2.15 1.96 NAP 55.9% 47.7%
136 No $1,840,000 $1,840,000 2.03 1.69 1.43 76.0% 67.3%
138 No $1,825,000 $1,819,294 5.30 5.30 NAP 13.4% 11.3%
141 No $1,700,000 $1,700,000 1.45 1.45 1.22 68.0% 61.5%
142 No $1,700,000 $1,689,346 2.45 2.31 NAP 47.2% 40.7%
143 No $1,650,000 $1,643,510 1.49 1.43 NAP 65.7% 56.2%
144 No $1,650,000 $1,642,879 11.72 11.72 NAP 3.6% 3.0%
145 No $1,600,000 $1,588,589 8.41 8.41 NAP 3.9% 0.1%
148 No $1,500,000 $1,494,212 1.29 1.29 NAP 71.2% 61.0%
150 No $1,464,000 $1,459,734 1.27 1.22 NAP 79.8% 68.3%
153 No $1,410,000 $1,401,275 1.23 1.19 NAP 75.7% 65.5%
154 No $1,400,000 $1,394,366 1.83 1.64 NAP 58.1% 49.5%
155 No $1,376,000 $1,372,977 1.39 1.33 NAP 79.8% 67.8%
156 No $1,350,000 $1,350,000 15.50 15.50 NAP 3.0% 3.0%
157 No $1,285,000 $1,283,940 4.31 4.31 NAP 16.7% 15.6%
159 No $1,200,000 $1,200,000 4.10 3.98 3.34 36.4% 32.2%
160 No $1,100,000 $1,096,783 1.66 1.56 NAP 67.3% 57.6%
161 No $1,100,000 $1,095,359 4.51 4.51 NAP 7.8% 6.6%
162 No $1,050,000 $1,047,785 1.31 1.25 NAP 79.4% 67.9%
164 No $1,040,000 $1,035,995 1.34 1.31 NAP 60.9% 52.3%
165 No $1,000,000 $998,680 5.47 5.47 NAP 7.0% 6.4%
166 No $1,000,000 $996,808 6.33 6.33 NAP 15.1% 12.8%
167 No $950,000 $945,846 1.34 1.27 NAP 75.7% 65.5%
168 No $824,000 $822,921 1.39 1.32 NAP 79.9% 68.3%
169 No $800,000 $798,913 3.49 3.49 NAP 18.6% 17.5%
170 No $790,000 $785,387 9.52 9.52 NAP 6.1% 4.7%
171 No $616,000 $614,647 1.36 1.32 NAP 79.8% 67.8%
172 No $500,000 $500,000 12.68 12.68 NAP 4.8% 4.8%
173 No $450,000 $450,000 7.88 7.88 NAP 10.3% 10.3%
174 No $345,000 $341,605 5.57 5.57 NAP 5.7% 0.1%
Totals and Weighted Averages: $197,100,424 $196,684,571 4.42x 1.64x 1.91x 32.9% 28.2%
Mortgage
Loan No. Street Address City State Zip Code Property Type
-------- ------------------------------------------------- --------------------- ------ -------- -----------
27 257 & 000 Xxxx Xxxxxx Xxxxxxxxx XX 00000 Office
31 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
00 000-00 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 Multifamily
41 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Multifamily
47 000-00 000xx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
48 000/000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 Multifamily
50 000-X Xxxxx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
53 000 Xxxx Xxxx Xxxx Xxxxxx Xxxxx XX 00000 Multifamily
63 125, 138, 156, 162, 179, 186, & 197 X. Xxxxxx and
202, 220, & 000 X. Xxxxxx Xx., 105 & 113 S. & 000
X. Xxxxx Xx., and 132 & 000 X. Xxxxxxx Xx. Xxxxxxxxxxxxx XX 00000 Mixed Use
66 0000 Xxxxx Xxxxx Xxxxx XX 00000 Multifamily
75 000-000 Xxxxxx Xxxxxx Xxx Xxxx XX 00000 Multifamily
00 Xxxxx Xxxxxxxx Xxxxxx xxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Multifamily
81 000 Xxxxxxxx Xxxx XX Xxxxxxx XX 00000 Multifamily
83 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Multifamily
90 18-40/50/70 000xx Xxxxxx and 000-00 00xx Xxxxxx Xxxxxxx XX 00000 Multifamily
96 00000 Xxxx Xxxx Xxxx XX 00000 Retail
102 000 Xxxxx 000 Xxxxxxxxx XX 00000 Multifamily
109 0000 Xxxxxxxxxxx Xxxxxx XX Xxxxxxxxxx XX 00000 Multifamily
111 00-00 Xxxxxxxx Xxxxx Xxxxxx Xxxxx XX 00000 Multifamily
113 000-00 00xx Xxxxxx Xxx Xxxxxxx XX 00000 Multifamily
118 192-02 THRU 000-00 00xx Xxxxxx Xxxxxxxx XX 00000 Multifamily
121 000-000 Xxxxxx Xxxxx Xxxxxxxx XX 00000 Retail
122 000-000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 Multifamily
123 000-00 Xxxxxxxxx Xxxxxx and 000-00 Xxxxxxx Xxxx Xxxxxxxx XX 00000 Multifamily
124 00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx XX 00000 Multifamily
125 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 Multifamily
128 000 Xxxxxxxx Xxx Xxxx XX 00000 Multifamily
129 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
131 0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
133 000 Xxxx Xxx Xxxxxx Xxx Xxxx XX 00000 Multifamily
135 000 Xxxxxx Xxxxxx Xxx Xx. Xxxxx XX 00000 Multifamily
136 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 Xxxxxx
000 0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
141 000 Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Other
142 000 XxXxxxxxxxx Xxxxxx Xxx Xx. Xxxxx XX 00000 Multifamily
143 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Retail
144 000 Xxxxxxxxx Xxxxxx Xxx Xxxx XX 00000 Multifamily
145 000 Xxxx Xxx Xxxxxx Xxx Xxxx XX 00000 Multifamily
148 000 Xxxxx Xxxx Xxxxxxxxxx XX 00000 Other
150 000-000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Mixed Use
153 0000 Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Retail
154 0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 Multifamily
155 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Multifamily
156 000 Xxxxxxxxx Xxxxxx Xxx Xxxx XX 00000 Multifamily
157 00-00 000xx Xxxxxx Xxxxxxx XX 00000 Multifamily
159 0000 Xxxx Xxx Xxxxxx Xxxx Xxxx XX 00000 Retail
160 000-000 X. Xxxx Xxxxxx and 00 X. Xxxxx Xxxxxx Xxxxxxxx XX 00000 Office
161 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 Multifamily
162 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Mixed Use
164 000 Xxxxxx Xxxx Xxxxx Xxxxx XX 00000 Xxxxxx
000 00 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000 Multifamily
166 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Multifamily
167 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx XX 00000 Xxxxxx
000 000-000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Mixed Use
169 0000-0-0 Xxxxxx Xxxxxx Xxxxx XX 00000 Multifamily
170 00-00 Xxxxxxxx Xxxx Xxxxxxxxxx XX 00000 Multifamily
171 402 & 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Mixed Use
172 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 Multifamily
173 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 Multifamily
174 0000-0000 Xxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 Multifamily
Totals and Weighted Averages:
Mortgage Percent
Loan No. Property Sub-Type Units/SF Year Built Year Renovated Leased(5)
-------- ------------------ -------- ----------------------------------------- -------------- ---------
27 Suburban 72,052 1979 / 1988 NAP 95.2%
31 Medical 70,229 1977 2006 100.0%
39 Cooperative 342 1970 1972 NAP
41 Cooperative 178 1962 1985 NAP
47 Cooperative 382 1948 1991 NAP
48 Cooperative 134 1900 1995 NAP
50 Cooperative 308 1970-1972 2004 / 2005 NAP
53 Cooperative 299 1971 NAP NAP
63 Retail/Office 51,802 1925 / 1952 / 1930 / 1950 /
1955 / 1908 / 1938 / 1948 / 1939 / 1910 2004 99.5%
66 Cooperative 394 1971 NAP NAP
75 Cooperative 170 1925 NAP NAP
76 Cooperative 183 1961 NAP NAP
81 Cooperative 240 1972 2005 NAP
83 Cooperative 258 1969 NAP NAP
90 Cooperative 240 1957 NAP NAP
96 Unanchored 50,028 1988 NAP 100.0%
102 Cooperative 48 1963 NAP NAP
109 Cooperative 52 1928 NAP NAP
111 Cooperative 111 1962 NAP NAP
113 Cooperative 108 1952 NAP NAP
118 Cooperative 95 1950 NAP NAP
121 Anchored 56,568 1993 NAP 100.0%
122 Cooperative 78 1955 NAP NAP
123 Cooperative 108 1955 2000 NAP
124 Cooperative 87 1952 1991 NAP
125 Cooperative 36 1921 NAP NAP
128 Cooperative 9 1860 1998 NAP
129 Cooperative 65 1970 NAP NAP
131 Cooperative 65 1951 NAP NAP
133 Cooperative 82 1916 NAP NAP
000 Xxx Xxxx 67 1963 1995 95.5%
136 Urban 49,161 1930 1996 73.6%
138 Cooperative 74 1961-1966 NAP NAP
141 Leased Fee 14,000 2006 NAP 100.0%
142 Garden 71 1955 2005 93.0%
143 Free Standing 22,680 2004 NAP 100.0%
144 Cooperative 33 1901 NAP NAP
145 Cooperative 26 1916 NAP NAP
148 Leased Fee 2,083 2007 NAP 100.0%
150 Multifamily/Office 13,974 1910 2006 100.0%
153 Free Standing 10,722 1997 NAP 100.0%
154 Garden 68 1980 NAP 97.1%
000 Xxx Xxxx 23 Early 1900s 2006 100.0%
156 Cooperative 29 1924 NAP NAP
157 Cooperative 65 1954 1996 NAP
159 Free Standing 23,000 1977 NAP 100.0%
160 Urban 9,744 1900 NAP 100.0%
161 Cooperative 10 1911 NAP NAP
162 Multifamily/Retail 8,331 1911 2005 85.2%
164 Suburban 5,250 1980 NAP 100.0%
165 Cooperative 19 1920 NAP NAP
166 Cooperative 54 1965 1991 NAP
167 Urban 5,136 2006 NAP 100.0%
168 Multifamily/Retail 8,362 1900 2004 100.0%
169 Cooperative 36 1953 NAP NAP
170 Cooperative 27 1930 NAP NAP
171 Multifamily/Retail 7,684 Early 1900s 2003-2006 100.0%
172 Cooperative 7 1915 2000 NAP
173 Cooperative 10 1925 2001 NAP
174 Cooperative 28 1961 NAP NAP
Totals and Weighted Averages:
Mortgage Percent Leased Related Cut-Off Date Balance First Payment
Loan No. as of Date(5) Security Type(6) Lien Position Borrower List per Unit or SF Note Date Date (P&I)(7)
-------- -------------- ---------------- ------------- ------------- -------------------- ---------- -------------
27 01/25/2007 Fee First $217 02/09/2007 04/01/2009
31 03/01/2007 Fee First $202 10/19/2006 04/01/2007
39 NAP Fee First $29,150 10/27/2006 12/01/2006
41 NAP Fee First $52,698 10/03/2006 12/01/2006
47 NAP Fee First $22,222 12/04/2006 02/01/2007
48 NAP Fee First $63,167 10/03/2006 12/01/2006
50 NAP Fee First $25,995 12/19/2006 10/01/2007
53 NAP Fee First $25,386 12/13/2006 02/01/2007
63 12/01/2006 Fee First $125 12/21/2006 02/01/2009
66 NAP Fee First $16,273 12/22/2006 02/01/2007
75 NAP Fee First $32,887 11/17/2006 01/01/2007
76 NAP Fee First $29,957 11/02/2006 01/01/2007
81 NAP Fee First $20,790 12/20/2006 02/01/2007
83 NAP Fee First $17,971 11/29/2006 01/01/2007
90 NAP Leasehold First $17,476 11/03/2006 01/01/2007
96 11/15/2006 Fee First 96, 159 $74 11/17/2006 01/01/2009
102 NAP Fee First $72,823 12/20/2006 02/01/2007
109 NAP Fee First $62,248 10/02/2006 12/01/2006
111 NAP Fee First $28,577 10/24/2006 12/01/2006
113 NAP Fee First $27,778 10/03/2006 NAP
118 NAP Fee First $30,464 10/02/2006 12/01/2006
121 10/30/2006 Fee First $48 12/29/2006 02/01/2007
122 NAP Fee First $33,269 10/02/2006 12/01/2006
123 NAP Leasehold First $23,120 12/20/2006 02/01/2007
124 NAP Fee First $28,670 12/05/2006 02/01/2007
125 NAP Fee First $66,667 12/06/2006 NAP
128 NAP Fee First $263,784 11/07/2006 01/01/2007
129 NAP Fee First $34,562 11/30/2006 01/01/2007
131 NAP Fee First $32,216 11/30/2006 01/01/2007
133 NAP Fee First $24,187 10/31/2006 12/01/2006
135 10/23/2006 Fee First 135, 142, 154 $28,244 10/31/2006 12/01/2006
136 03/01/2007 Fee First $37 01/09/2007 03/01/2009
138 NAP Fee First $24,585 11/29/2006 01/01/2007
141 03/01/2007 Fee First $121 01/10/2007 03/01/2010
142 01/12/2007 Fee First 135, 142, 154 $23,794 07/20/2006 09/01/2006
143 09/01/2006 Leasehold First $72 10/18/2006 12/01/2006
144 NAP Fee First $49,784 10/25/2006 12/01/2006
145 NAP Fee First $61,100 12/14/2006 02/01/2007
148 09/30/2006 Fee First $717 10/30/2006 12/01/2006
150 01/29/2007 Fee First 150, 162, 168 $104 11/03/2006 01/01/2007
153 06/05/2006 Fee First $131 07/27/2006 09/01/2006
154 10/01/2006 Fee First 135, 142, 154 $20,505 10/31/2006 12/01/2006
155 NAP Fee First 155, 171 $59,695 12/27/2006 02/01/2007
156 NAP Fee First $46,552 10/24/2006 NAP
157 NAP Fee First $19,753 01/30/2007 03/01/2007
159 03/01/2007 Fee First 96, 159 $52 11/17/2006 01/01/2009
160 10/05/2006 Fee First $113 11/30/2006 01/01/2007
161 NAP Fee First $109,536 10/18/2006 12/01/2006
162 01/29/2007 Fee First 150, 162, 168 $126 12/21/2006 02/01/2007
164 09/01/2006 Fee First $197 10/12/2006 12/01/2006
165 NAP Fee First $52,562 12/07/2006 02/01/2007
166 NAP Fee First $18,459 11/08/2006 01/01/2007
167 09/01/2006 Fee First $184 09/06/2006 11/01/2006
168 01/29/2007 Leasehold First 150, 162, 168 $98 01/04/2007 03/01/2007
169 NAP Fee First $22,192 11/30/2006 01/01/2007
170 NAP Fee First $29,088 10/26/2006 12/01/2006
171 NAP Fee First 155, 171 $80 12/27/2006 02/01/2007
172 NAP Fee First $71,429 12/11/2006 NAP
173 NAP Fee First $45,000 12/11/2006 NAP
174 NAP Fee First $12,200 11/20/2006 01/01/2007
Totals and Weighted Averages:
Mortgage First Payment
Loan No. Date (IO)(7) Maturity Date Due Date Grace Period(8) ARD Loan Lockbox Status Lockbox Type
-------- ------------- ------------- -------- --------------- -------- -------------- --------------------
27 04/01/2007 03/01/2017 1 10 No NAP NAP
31 12/01/2006 04/01/2017 1 10 No NAP NAP
39 NAP 11/01/2016 1 9 No NAP NAP
41 NAP 11/01/2016 1 9 No NAP NAP
47 NAP 01/01/2017 1 9 No NAP NAP
48 NAP 11/01/2016 1 9 No NAP NAP
50 02/01/2007 01/01/2017 1 9 No NAP NAP
53 NAP 01/01/2017 1 9 No NAP NAP
63 02/01/2007 01/01/2017 1 10 No NAP NAP
66 NAP 01/01/2022 1 9 No NAP NAP
75 NAP 12/01/2016 1 9 No NAP NAP
76 NAP 12/01/2016 1 9 No NAP NAP
81 NAP 01/01/2017 1 9 No NAP NAP
83 NAP 12/01/2021 1 9 No NAP NAP
90 NAP 12/01/2016 1 9 No NAP NAP
96 01/01/2007 12/01/2016 1 10 No NAP NAP
102 NAP 01/01/2017 1 9 No NAP NAP
109 NAP 11/01/2016 1 9 No NAP NAP
111 NAP 11/01/2026 1 9 No NAP NAP
113 12/01/2006 11/01/2016 1 9 No NAP NAP
118 NAP 11/01/2016 1 9 No NAP NAP
121 NAP 01/01/2017 1 10 No NAP NAP
122 NAP 11/01/2016 1 9 No NAP NAP
123 NAP 01/01/2017 1 9 No NAP NAP
124 NAP 01/01/2017 1 9 No NAP NAP
125 02/01/2007 01/01/2017 1 9 No NAP NAP
128 NAP 12/01/2016 1 9 No NAP NAP
129 NAP 12/01/2016 1 9 No NAP NAP
131 NAP 12/01/2016 1 9 No NAP NAP
133 NAP 11/01/2026 1 9 No NAP NAP
135 NAP 11/01/2016 1 15 No NAP NAP
136 03/01/2007 02/01/2017 1 10 No NAP NAP
138 NAP 12/01/2016 1 9 No NAP NAP
141 03/01/2007 02/01/2017 1 10 No NAP NAP
142 NAP 08/01/2016 1 15 No NAP NAP
143 NAP 11/01/2016 1 10 No In-Place Hard
144 NAP 11/01/2016 1 9 No NAP NAP
145 NAP 01/01/2022 1 9 No NAP NAP
148 NAP 11/01/2016 1 10 No In-Place Hard
150 NAP 12/01/2016 1 10 No NAP NAP
153 NAP 08/01/2016 1 10 No NAP NAP
154 NAP 11/01/2016 1 10 No NAP NAP
155 NAP 01/01/2017 1 10 No NAP NAP
156 12/01/2006 11/01/2016 1 9 No NAP NAP
157 NAP 02/01/2017 1 9 No NAP NAP
159 01/01/2007 12/01/2016 1 10 No NAP NAP
160 NAP 12/01/2016 1 10 No NAP NAP
161 NAP 11/01/2016 1 9 No NAP NAP
162 NAP 01/01/2017 1 10 No NAP NAP
164 NAP 11/01/2016 1 10 No NAP NAP
165 NAP 01/01/2017 1 9 No NAP NAP
166 NAP 12/01/2016 1 9 No NAP NAP
167 NAP 10/01/2016 1 0 No NAP NAP
168 NAP 02/01/2017 1 10 No NAP NAP
169 NAP 12/01/2016 1 9 No NAP NAP
170 NAP 11/01/2016 1 9 No NAP NAP
171 NAP 01/01/2017 1 10 No NAP NAP
172 02/01/2007 01/01/2017 1 9 No NAP NAP
173 02/01/2007 01/01/2017 1 9 No NAP NAP
174 NAP 12/01/2021 1 9 No NAP NAP
Totals and Weighted Averages:
Mortgage Original Remaining Term Original Remaining Monthly
Loan No. Term to Maturity to Maturity Amort. Term(9) Amort. Term Mortgage Rate Monthly Payment (P&I) Payment (IO)
-------- ---------------- -------------- -------------- ----------- ------------- --------------------- -------------
27 120 120 360 360 5.910% $92,629 $77,897
31 125 121 360 360 6.100% $86,051 $73,186
39 120 116 420 416 5.640% $54,622 NAP
41 120 116 480 476 5.870% $50,871 NAP
47 120 118 480 478 5.500% $43,840 NAP
48 120 116 360 356 5.770% $49,712 NAP
50 120 118 352 352 6.230% $49,578 $42,144
53 120 118 480 478 5.650% $39,977 NAP
63 120 118 360 360 5.790% $38,098 $31,798
66 180 178 360 358 6.200% $39,351 NAP
75 120 117 480 477 5.700% $29,649 NAP
76 120 117 360 357 5.550% $31,401 NAP
81 120 118 360 358 6.230% $30,721 NAP
83 180 177 360 357 6.210% $28,510 NAP
90 120 117 480 477 6.310% $24,023 NAP
96 120 117 360 360 5.860% $21,851 $18,319
102 120 118 480 478 5.570% $18,219 NAP
109 120 116 240 236 6.420% $24,182 NAP
111 240 236 240 236 5.990% $22,907 NAP
113 120 116 IO IO 5.990% NAP $15,183
118 120 116 480 476 5.980% $15,916 NAP
121 120 118 360 358 5.820% $15,877 NAP
122 120 116 480 476 6.190% $14,651 NAP
123 120 118 480 478 5.770% $13,357 NAP
124 120 118 360 358 5.630% $14,399 NAP
125 120 118 IO IO 5.540% NAP $11,234
128 120 117 240 237 5.810% $16,862 NAP
129 120 117 480 477 5.940% $12,286 NAP
131 120 117 360 357 6.290% $12,985 NAP
133 240 236 240 236 6.400% $14,794 NAP
135 120 116 360 356 5.980% $11,367 NAP
136 120 119 360 360 5.910% $10,925 $9,188
138 120 117 360 357 5.780% $10,685 NAP
141 120 119 360 360 5.990% $10,181 $8,604
142 120 113 360 353 6.340% $10,567 NAP
143 120 116 360 356 6.100% $9,999 NAP
144 120 116 360 356 5.610% $9,483 NAP
145 180 178 180 178 5.870% $13,390 NAP
148 120 116 360 356 6.200% $9,187 NAP
150 120 117 360 357 6.150% $8,919 NAP
153 120 113 360 353 6.400% $8,820 NAP
154 120 116 360 356 5.980% $8,376 NAP
155 120 118 360 358 5.900% $8,162 NAP
156 120 116 IO IO 5.550% NAP $6,330
157 120 119 480 479 6.130% $7,187 NAP
159 120 117 360 360 5.860% $7,087 $5,941
160 120 117 360 357 6.130% $6,687 NAP
161 120 116 360 356 5.730% $6,405 NAP
162 120 118 360 358 6.150% $6,397 NAP
164 120 116 360 356 6.210% $6,376 NAP
165 120 118 480 478 5.440% $5,117 NAP
166 120 117 360 357 5.670% $5,785 NAP
167 120 115 360 355 6.510% $6,011 NAP
168 120 119 360 359 6.150% $5,020 NAP
169 120 117 480 477 6.390% $4,621 NAP
170 120 116 300 296 5.970% $5,076 NAP
171 120 118 360 358 5.900% $3,654 NAP
172 120 118 IO IO 5.790% NAP $2,446
173 120 118 IO IO 6.000% NAP $2,281
174 180 177 180 177 6.610% $3,026 NAP
Totals and Weighted
Averages: 128 125 373 370 5.971%
Mortgage Third Most Third Most Recent Second Most Second Most Recent
Loan No. Recent NOI(10) NOI End Date Recent NOI NOI End Date Most Recent NOI Most Recent NOI End Date
-------- -------------- ----------------- ----------- ------------------ --------------- ------------------------
27 $702,045 12/31/2004 $983,600 12/31/2005 $1,158,720 12/31/2006
31 NAP NAP NAP NAP NAP NAP
39 NAP NAP NAP NAP NAP NAP
41 NAP NAP NAP NAP NAP NAP
47 NAP NAP NAP NAP NAP NAP
48 NAP NAP NAP NAP NAP NAP
50 NAP NAP NAP NAP NAP NAP
53 NAP NAP NAP NAP NAP NAP
63 NAP NAP NAP NAP NAP NAP
66 NAP NAP NAP NAP NAP NAP
75 NAP NAP NAP NAP NAP NAP
76 NAP NAP NAP NAP NAP NAP
81 NAP NAP NAP NAP NAP NAP
83 NAP NAP NAP NAP NAP NAP
90 NAP NAP NAP NAP NAP NAP
96 $379,457 12/31/2004 $368,606 12/31/2005 $276,087 T-9 (9/30/06) Xxx.
102 NAP NAP NAP NAP NAP NAP
109 NAP NAP NAP NAP NAP NAP
111 NAP NAP NAP NAP NAP NAP
113 NAP NAP NAP NAP NAP NAP
118 NAP NAP NAP NAP NAP NAP
121 $390,063 12/31/2004 $368,218 12/31/2005 $320,800 T-10 (10/31/06) Xxx.
122 NAP NAP NAP NAP NAP NAP
123 NAP NAP NAP NAP NAP NAP
124 NAP NAP NAP NAP NAP NAP
125 NAP NAP NAP NAP NAP NAP
128 NAP NAP NAP NAP NAP NAP
129 NAP NAP NAP NAP NAP NAP
131 NAP NAP NAP NAP NAP NAP
133 NAP NAP NAP NAP NAP NAP
135 $174,251 12/31/2004 $169,181 12/31/2005 $138,738 T-10 (10/31/06) Xxx.
136 $200,556 12/31/2004 $200,810 12/31/2005 $178,205 T-9 (9/30/06) Xxx.
138 NAP NAP NAP NAP NAP NAP
141 NAP NAP NAP NAP NAP NAP
142 $237,855 12/31/2004 $120,659 12/31/2005 $18,937 T-10 (10/31/06) Xxx.
143 NAP NAP NAP NAP NAP NAP
144 NAP NAP NAP NAP NAP NAP
145 NAP NAP NAP NAP NAP NAP
148 NAP NAP NAP NAP NAP NAP
150 NAP NAP NAP NAP NAP NAP
153 $133,247 12/31/2003 $125,093 12/31/2004 $131,344 12/31/2005
154 $92,187 12/31/2004 $140,756 12/31/2005 $178,191 T-9 (9/30/06) Xxx.
155 NAP NAP NAP NAP NAP NAP
156 NAP NAP NAP NAP NAP NAP
157 NAP NAP NAP NAP NAP NAP
159 $138,699 12/31/2003 $192,500 12/31/2004 $187,902 12/31/2005
160 NAP NAP NAP NAP NAP NAP
161 NAP NAP NAP NAP NAP NAP
162 NAP NAP NAP NAP NAP NAP
164 $102,017 12/31/2003 $105,096 12/31/2004 $112,119 12/31/2005
165 NAP NAP NAP NAP NAP NAP
166 NAP NAP NAP NAP NAP NAP
167 NAP NAP NAP NAP NAP NAP
168 NAP NAP NAP NAP NAP NAP
169 NAP NAP NAP NAP NAP NAP
170 NAP NAP NAP NAP NAP NAP
171 NAP NAP NAP NAP NAP NAP
172 NAP NAP NAP NAP NAP NAP
173 NAP NAP NAP NAP NAP NAP
174 NAP NAP NAP NAP NAP NAP
Totals and Weighted Averages:
Mortgage
Loan No. Underwritten EGI Underwritten Expenses Underwritable NOI Underwritten Reserves Underwritable Cash Flow
-------- ---------------- --------------------- ----------------- --------------------- -----------------------
27 $2,151,758 $731,717 $1,420,041 $54,071 $1,365,970
31 $1,560,478 $296,514 $1,263,964 $10,534 $1,253,430
39 $5,608,903 $3,171,143 $2,437,760 $51,300 $2,437,760
41 $4,138,585 $1,967,000 $2,171,585 $54,000 $2,171,585
47 $4,528,253 $2,290,643 $2,237,610 $57,600 $2,237,610
48 $4,199,165 $1,384,540 $2,814,625 $50,800 $2,814,625
50 $3,683,040 $1,719,726 $1,963,314 $44,205 $1,963,314
53 $5,417,580 $2,315,300 $3,102,280 $110,000 $3,102,280
63 $808,415 $187,937 $620,479 $34,707 $585,771
66 $3,166,414 $1,826,767 $1,339,647 $145,806 $1,339,647
75 $4,225,920 $1,231,328 $2,994,593 $30,550 $2,994,593
76 $3,120,009 $1,440,108 $1,679,901 $18,500 $1,679,901
81 $1,993,670 $996,827 $996,843 $50,158 $996,843
83 $2,366,315 $974,349 $1,391,966 $37,757 $1,391,966
90 $5,398,660 $2,608,190 $2,790,470 $90,500 $2,790,470
96 $747,972 $127,734 $620,238 $20,011 $600,227
102 $887,110 $222,023 $665,087 $5,900 $665,087
109 $1,643,714 $436,196 $1,207,517 $29,322 $1,207,517
111 $1,677,652 $671,610 $1,006,042 $48,550 $1,006,042
113 $1,283,417 $599,643 $683,774 $16,400 $683,774
118 $1,201,983 $563,511 $638,473 $21,471 $638,473
121 $495,823 $147,573 $348,251 $22,627 $325,623
122 $1,551,050 $736,330 $814,720 $22,123 $814,720
123 $1,950,426 $880,908 $1,069,518 $16,500 $1,069,518
124 $1,554,336 $649,830 $904,506 $49,000 $904,506
125 $1,571,217 $451,296 $1,119,921 $5,400 $1,119,921
128 $1,995,950 $364,019 $1,631,931 $1,800 $1,631,931
129 $1,117,953 $526,820 $591,133 $38,000 $591,133
131 $1,001,660 $438,886 $562,774 $15,336 $562,774
133 $2,646,854 $1,019,600 $1,627,254 $24,400 $1,627,254
135 $526,599 $233,948 $292,651 $25,192 $267,549
136 $490,807 $26,708 $223,740 $36,870 $186,870
138 $1,181,540 $501,399 $680,141 $11,300 $680,141
141 $150,000 $500 $149,500 $0 $149,500
142 $533,866 $223,343 $310,523 $17,040 $293,483
143 $235,669 $57,427 $178,243 $6,804 $171,439
144 $1,902,451 $568,830 $1,333,621 $25,000 $1,333,621
145 $1,821,150 $469,940 $1,351,210 $23,680 $1,351,210
148 $149,490 $6,985 $142,505 $0 $142,505
150 $172,924 $37,080 $135,844 $5,633 $130,211
153 $168,962 $39,313 $129,649 $3,253 $126,396
154 $434,318 $250,363 $183,955 $19,312 $164,643
155 $185,001 $48,649 $136,352 $5,750 $130,602
156 $2,201,865 $1,024,453 $1,177,412 $16,416 $1,177,412
157 $764,314 $392,640 $371,674 $14,500 $371,674
159 $356,205 $64,225 $291,979 $8,285 $283,694
160 $159,473 $25,937 $133,536 $8,380 $125,156
161 $659,547 $312,870 $346,677 $14,700 $346,677
162 $129,303 $29,087 $100,216 $4,039 $96,177
164 $138,111 $35,766 $102,345 $1,838 $100,508
165 $728,744 $393,131 $335,613 $13,369 $335,613
166 $761,168 $322,000 $439,168 $11,000 $439,168
167 $125,333 $28,376 $96,957 $5,650 $91,307
168 $145,541 $62,088 $83,453 $3,844 $79,609
169 $424,510 $230,784 $193,726 $9,849 $193,726
170 $897,929 $318,319 $579,610 $5,400 $579,610
171 $79,366 $19,705 $59,660 $1,860 $57,800
172 $519,840 $147,761 $372,079 $1,400 $372,079
173 $284,601 $68,775 $215,826 $1,000 $215,826
174 $351,120 $148,961 $202,159 $4,200 $202,159
Totals and Weighted Averages:
Cooperative Loans
------------------------------------------
Mortgage Unsold
Loan No. Balloon Balance Current Value(11) Source of Value Valuation Date Rental Value(12) LTV as Rental Percent
-------- --------------- ----------------- --------------- -------------- ---------------- ------------- -------
27 $13,827,853 $20,400,000 Appraisal 01/18/2007 NAP NAP NAP
31 $12,082,280 $17,800,000 Appraisal 02/01/2007 NAP NAP NAP
39 $8,891,660 $61,070,000 Appraisal 08/31/2006 $30,500,000 32.7% 11.4%
41 $8,717,205 $59,300,000 Appraisal 08/02/2005 $27,100,000 34.6% 32.0%
47 $7,815,687 $55,390,000 Appraisal 10/12/2006 $28,060,000 30.3% 9.2%
48 $7,173,510 $82,600,000 Appraisal 12/09/2005 $35,200,000 24.0% 5.2%
50 $6,893,985 $58,100,000 Appraisal 04/05/2006 $18,500,000 43.3% NAP
53 $7,012,705 $97,100,000 Appraisal 11/29/2006 $38,800,000 19.6% 21.1%
63 $5,741,687 $8,200,000 Appraisal 11/07/2006 NAP NAP NAP
66 $4,747,286 $22,550,000 Appraisal 07/25/2005 $16,750,000 38.3% NAP
75 $5,174,445 $79,400,000 Appraisal 09/20/2006 $37,400,000 14.9% 42.4%
76 $4,612,002 $34,510,000 Appraisal 09/07/2006 $21,000,000 26.1% NAP
81 $4,276,532 $19,940,000 Appraisal 11/01/2005 $11,100,000 45.0% NAP
83 $3,438,838 $33,850,000 Appraisal 02/16/2006 $15,500,000 29.9% NAP
90 $3,932,998 $69,700,000 Appraisal 07/18/2006 $37,300,000 11.2% NAP
96 $3,274,330 $6,400,000 Appraisal 07/07/2006 NAP NAP NAP
102 $3,223,531 $12,900,000 Appraisal 11/03/2006 $8,300,000 42.1% 10.4%
109 $2,150,008 $34,264,000 Appraisal 06/23/2006 $15,100,000 21.4% NAP
111 $96,897 $24,200,000 Appraisal 10/05/2006 $12,600,000 25.2% 17.1%
113 $3,000,000 $14,570,000 Appraisal 08/02/2006 $8,550,000 35.1% 49.1%
118 $2,695,901 $14,700,000 Appraisal 11/08/2005 $8,000,000 36.2% 21.1%
121 $2,281,987 $4,500,000 Appraisal 11/02/2006 NAP NAP NAP
122 $2,427,976 $20,900,000 Appraisal 09/15/2005 $10,200,000 25.4% 9.0%
123 $2,313,156 $21,870,000 Appraisal 11/01/2006 $13,400,000 18.6% NAP
124 $2,100,951 $19,500,000 Appraisal 10/25/2006 $11,300,000 22.1% 18.4%
125 $2,400,000 $24,640,000 Appraisal 10/26/2006 $14,000,000 17.1% 33.3%
128 $1,564,877 $37,140,000 Appraisal 08/14/2006 $20,400,000 11.6% NAP
129 $2,090,296 $18,000,000 Appraisal 11/02/2005 $7,400,000 30.4% 16.9%
131 $1,799,724 $13,150,000 Appraisal 06/01/2006 $7,000,000 29.9% 29.2%
133 $67,571 $54,000,000 Appraisal 05/10/2006 $22,400,000 8.9% 17.1%
135 $1,613,461 $3,385,000 Appraisal 10/20/2006 NAP NAP NAP
136 $1,629,646 $2,420,000 Appraisal 12/08/2006 NAP NAP NAP
138 $1,541,022 $13,580,000 Appraisal 10/16/2006 $8,500,000 21.4% 40.5%
141 $1,538,005 $2,500,000 Appraisal 11/15/2006 NAP NAP NAP
142 $1,458,797 $3,580,000 Appraisal 07/31/2006 NAP NAP NAP
143 $1,406,050 $2,500,000 Appraisal 09/25/2006 NAP NAP NAP
144 $1,385,815 $45,550,000 Appraisal 09/13/2006 $16,700,000 9.8% NAP
145 $34,225 $41,000,000 Appraisal 10/31/2006 $16,900,000 9.4% NAP
148 $1,281,896 $2,100,000 Appraisal 09/26/2006 NAP NAP NAP
150 $1,249,666 $1,830,000 Appraisal 09/10/2006 NAP NAP NAP
153 $1,211,982 $1,850,000 Appraisal 07/03/2006 NAP NAP NAP
154 $1,188,866 $2,400,000 Appraisal 09/27/2006 NAP NAP NAP
155 $1,165,721 $1,720,000 Appraisal 10/11/2006 NAP NAP NAP
156 $1,350,000 $44,350,000 Appraisal 09/25/2006 $14,700,000 9.2% NAP
157 $1,198,311 $7,685,000 Appraisal 01/23/2006 $4,500,000 28.5% 10.8%
159 $1,061,945 $3,300,000 Appraisal 07/07/2006 NAP NAP NAP
160 $938,417 $1,630,000 Appraisal 10/11/2006 NAP NAP NAP
161 $927,227 $14,000,000 Appraisal 09/26/2006 $4,300,000 25.5% NAP
162 $896,023 $1,320,000 Appraisal 09/10/2006 NAP NAP NAP
164 $889,035 $1,700,000 Appraisal 07/20/2006 NAP NAP NAP
165 $918,181 $14,300,000 Appraisal 09/28/2006 $4,200,000 23.8% NAP
166 $841,610 $6,600,000 Appraisal 10/05/2006 $5,500,000 18.1% 14.8%
167 $819,209 $1,250,000 Appraisal 08/01/2006 NAP NAP NAP
168 $703,085 $1,030,000 Appraisal 09/10/2006 NAP NAP NAP
169 $750,383 $4,300,000 Appraisal 02/14/2006 $2,400,000 33.3% 5.6%
170 $613,066 $12,920,000 Appraisal 08/31/2006 $7,730,000 10.2% NAP
171 $521,864 $770,000 Appraisal 10/11/2006 NAP NAP NAP
172 $500,000 $10,350,000 Appraisal 11/01/2006 $4,800,000 10.4% NAP
173 $450,000 $4,370,000 Appraisal 11/01/2006 $2,700,000 16.7% NAP
174 $8,656 $5,960,000 Appraisal 08/15/2006 $3,370,000 10.1% NAP
Totals and Weighted Averages:
Cooperative Loans
----------------------------------------------------------------
Mortgage Sponsor/ Lease
Loan No. Sponsor Units Investor Units Coop Units Investor Carry Largest Tenant(13) Expiration Date
-------- ------------- -------------- ---------- ------------------- --------------------------------- ----------------
27 NAP NAP NAP NAP Telecommunications Systems, Inc. 03/31/2008
31 NAP NAP NAP NAP The Trustees of The University of
Pennsylvania 02/28/2027
39 NAP 39 NAP $101,244 NAP NAP
41 27 30 NAP $197,843 / $197,437 NAP NAP
47 34 NAP 1 -$16,207 NAP NAP
48 7 NAP NAP $11,757 NAP NAP
50 NAP NAP NAP NAP NAP NAP
53 63 NAP NAP NAP NAP NAP
63 NAP NAP NAP NAP Elm Industries 08/31/2016
66 NAP NAP NAP NAP NAP NAP
75 61 11 NAP $90,772 / $219,477 NAP NAP
76 NAP NAP NAP NAP NAP NAP
81 NAP NAP NAP NAP NAP NAP
83 NAP NAP NAP NAP NAP NAP
90 NAP NAP NAP NAP NAP NAP
96 NAP NAP NAP NAP Xxxxxx'x Novi, Inc. 08/31/2021
102 5 NAP NAP $9,825 NAP NAP
109 NAP NAP NAP NAP NAP NAP
111 19 NAP NAP $53,921 NAP NAP
113 NAP 53 NAP $217,460 NAP NAP
118 20 NAP NAP $26,627 NAP NAP
121 NAP NAP NAP NAP Food Lion, Inc. 10/27/2017
122 7 NAP NAP $22,646 NAP NAP
123 NAP NAP NAP NAP NAP NAP
124 16 NAP NAP $90,528 NAP NAP
125 12 NAP NAP -$16,629 NAP NAP
128 NAP NAP NAP NAP NAP NAP
129 11 NAP NAP $56,659 NAP NAP
131 19 NAP NAP $59,033 NAP NAP
133 14 NAP NAP -$12,840 NAP NAP
135 NAP NAP NAP NAP NAP NAP
136 NAP NAP NAP NAP Pressley Ridge 11/30/2007
138 30 NAP NAP $54,083 NAP NAP
141 NAP NAP NAP NAP CVS 3805 SC, L.L.C. 01/31/2032
142 NAP NAP NAP NAP NAP NAP
143 NAP NAP NAP NAP Tractor Supply Company 11/30/2019
144 NAP NAP NAP NAP NAP NAP
145 NAP NAP NAP NAP NAP NAP
148 NAP NAP NAP NAP Wachovia Bank 08/31/2026
150 NAP NAP NAP NAP Legal Aid Justice Center 10/31/2012
153 NAP NAP NAP NAP Revco Discount Drug Centers, Inc. 08/31/2017
154 NAP NAP NAP NAP NAP NAP
155 NAP NAP NAP NAP NAP NAP
156 NAP NAP NAP NAP NAP NAP
157 7 NAP NAP $5,737 NAP NAP
159 NAP NAP NAP NAP Xxxxxx'x Xxxx, Inc. 08/31/2021
160 NAP NAP NAP NAP Topline Inc. 10/31/2018
161 NAP NAP NAP NAP NAP NAP
162 NAP NAP NAP NAP 1-Xxxxxxx, Inc. 10/31/2011
164 NAP NAP NAP NAP Adeler, Inc. 11/01/2018
165 NAP NAP NAP NAP NAP NAP
166 8 NAP NAP $9,770 NAP NAP
000 XXX XXX XXX XXX Xxx Xxxxxx Xxxxxx of America 08/31/2016
168 NAP NAP NAP NAP Richmond Toyz 12/31/2011
169 2 NAP NAP -$7 NAP NAP
170 NAP NAP NAP NAP NAP NAP
171 NAP NAP NAP NAP Bayou Rental Office 10/31/2011
172 NAP NAP NAP NAP NAP NAP
173 NAP NAP NAP NAP NAP NAP
174 NAP NAP NAP NAP NAP NAP
Totals and Weighted Averages:
Mortgage Lease
Loan No. % NSF Second Largest Tenant Expiration Date % NSF Third Largest Tenant
-------- ----- ----------------------------------------- --------------- ------ ----------------------------------
27 30.1% Towne Part, LTD 06/30/2010 13.4% American Home Mortgage
31 100.0% NAP NAP NAP NAP
39 NAP NAP NAP NAP NAP
41 NAP NAP NAP NAP NAP
47 NAP NAP NAP NAP NAP
48 NAP NAP NAP NAP NAP
50 NAP NAP NAP NAP NAP
53 NAP NAP NAP NAP NAP
63 17.8% Lil River Grill 05/14/2010 11.9% Scotland Yard
66 NAP NAP NAP NAP NAP
75 NAP NAP NAP NAP NAP
76 NAP NAP NAP NAP NAP
81 NAP NAP NAP NAP NAP
83 NAP NAP NAP NAP NAP
90 NAP NAP NAP NAP NAP
96 95.0% Xx. Xxxxx Xxxxxx and Associates, O.D.P.C. 12/31/2008 5.0% NAP
102 NAP NAP NAP NAP NAP
109 NAP NAP NAP NAP NAP
111 NAP NAP NAP NAP NAP
113 NAP NAP NAP NAP NAP
118 NAP NAP NAP NAP NAP
121 70.3% Family Dollar Store of Maryland, Inc. 12/31/2007 16.0% Xxxx Xxxxx Corp.
122 NAP NAP NAP NAP NAP
123 NAP NAP NAP NAP NAP
124 NAP NAP NAP NAP NAP
125 NAP NAP NAP NAP NAP
128 NAP NAP NAP NAP NAP
129 NAP NAP NAP NAP NAP
131 NAP NAP NAP NAP NAP
133 NAP NAP NAP NAP NAP
135 NAP NAP NAP NAP NAP
136 14.2% Markesberg & Xxxxxxxxxx Co., LPA 07/31/2010 13.2% Neighborhood Reinvestment Corp.
138 NAP NAP NAP NAP NAP
141 100.0% NAP NAP NAP NAP
142 NAP NAP NAP NAP NAP
143 100.0% NAP NAP NAP NAP
144 NAP NAP NAP NAP NAP
145 NAP NAP NAP NAP NAP
148 100.0% NAP NAP NAP NAP
150 40.6% NAP NAP NAP NAP
153 100.0% NAP NAP NAP NAP
154 NAP NAP NAP NAP NAP
155 NAP NAP NAP NAP NAP
156 NAP NAP NAP NAP NAP
157 NAP NAP NAP NAP NAP
159 100.0% NAP NAP NAP NAP
160 39.4% Advertising Promotions and Designs 09/30/2009 18.5% Becky's B & L Inc.
161 NAP NAP NAP NAP NAP
162 18.4% Brett's Comic Pile and Velocity Comics 05/31/2011 14.1% NAP
164 28.6% New Paradigm Capital Management, Inc 08/01/2009 25.7% Capital Realty Services
165 NAP NAP NAP NAP NAP
166 NAP NAP NAP NAP NAP
167 100.0% NAP NAP NAP NAP
168 23.7% NAP NAP NAP NAP
169 NAP NAP NAP NAP NAP
170 NAP NAP NAP NAP NAP
171 18.2% Bayou Properties Office 10/31/2011 11.1% NAP
172 NAP NAP NAP NAP NAP
173 NAP NAP NAP NAP NAP
174 NAP NAP NAP NAP NAP
Totals and Weighted Averages:
Mortgage Lease Expir- Insurance Tax Escrow Capital Expenditure TI/LC Escrow Other Escrow
Loan No. a tion Date % NSF Escrow in Place in Place(14) Escrow in Place(15) in Place(16) Description(17)
-------- ------------ ----- --------------- ------------ ------------------- ------------ --------------------------
27 01/14/2010 4.6% Yes Yes Yes Yes NAP
31 NAP NAP No No No No Collateral Security Agreement
39 NAP NAP No No No No NAP
41 NAP NAP No No No No NAP
47 NAP NAP No Yes No No NAP
48 NAP NAP No No No No NAP
50 NAP NAP Yes Yes No No Collateral Security
Agreement; Operating
Reserve; Debt Service
Reserve
53 NAP NAP No No No No NAP
63 04/30/2007 7.2% Yes Yes Yes Yes Earnout Holdback
66 NAP NAP Yes Yes No No Collateral Security Agreement
75 NAP NAP No No No No NAP
76 NAP NAP No No No No NAP
81 NAP NAP Yes Yes No No Collateral Security Agreement
83 NAP NAP Yes No No No Collateral Security Agreement
90 NAP NAP No No No No NAP
96 NAP NAP Yes Yes Yes No NAP
102 NAP NAP No No No No NAP
109 NAP NAP Yes Yes No No NAP
111 NAP NAP No Yes No No NAP
113 NAP NAP No No No No NAP
118 NAP NAP No Yes No No NAP
121 10/31/2009 4.4% Yes No No No NAP
122 NAP NAP No Yes No No NAP
123 NAP NAP No No No No Collateral Security Agreement
124 NAP NAP No No No No NAP
125 NAP NAP No No No No NAP
128 NAP NAP No No No No NAP
129 NAP NAP No No No No NAP
131 NAP NAP No Yes No No NAP
133 NAP NAP No No No No NAP
135 NAP NAP Yes Yes Yes No NAP
136 05/31/2011 11.7% Yes Yes Yes Yes NAP
138 NAP NAP No No No No NAP
141 NAP NAP No No No No NAP
142 NAP NAP Yes Yes Yes No NAP
143 NAP NAP No No No No NAP
144 NAP NAP No No No No NAP
145 NAP NAP No No No No NAP
148 NAP NAP No No No No One month rent holdback
150 NAP NAP Yes Yes Yes Yes NAP
153 NAP NAP Yes Yes Yes Yes NAP
154 NAP NAP Yes Yes Yes No NAP
155 NAP NAP No No Yes No NAP
156 NAP NAP No No No No NAP
157 NAP NAP No Yes No No NAP
159 NAP NAP Yes Yes Yes No NAP
160 10/31/2009 18.5% Yes Yes Yes Yes NAP
161 NAP NAP No No No No NAP
162 NAP NAP Yes Yes Yes Yes Earnout Reserve
164 10/31/2011 23.8% No Yes No No NAP
165 NAP NAP No No No No NAP
166 NAP NAP No No No No NAP
167 NAP NAP Yes Yes Yes Yes NAP
168 NAP NAP Yes Yes Yes Yes NAP
169 NAP NAP No Yes No No NAP
170 NAP NAP No No No No NAP
171 NAP NAP Yes Yes Yes No NAP
172 NAP NAP No No No No NAP
173 NAP NAP No No No No NAP
174 NAP NAP No No No No NAP
Totals and Weighted Averages:
Initial Capital Monthly Capital Current Capital
Mortgage Expenditure Expenditure Expenditure
Loan No. Springing Escrow Description(18) Escrow Requirement(19) Escrow Requirement(20) Escrow Balance (21)
-------- -------------------------------------- ---------------------- ---------------------- --------------------
27 NAP $0 $601 $0
31 RE Tax, Insurance, Cap Ex, TI/LC $0 $0 $0
39 RE Tax, Insurance $0 $0 $0
41 RE Tax, Insurance $0 $0 $0
47 Insurance $0 $0 $0
48 RE Tax, Insurance $0 $0 $0
50 NAP $0 $0 $0
53 RE Tax, Insurance $0 $0 $0
63 NAP $0 $734 $0
66 NAP $0 $0 $0
75 RE Tax, Insurance $0 $0 $0
76 RE Tax, Insurance $0 $0 $0
81 NAP $0 $0 $0
83 RE Tax $0 $0 $0
90 RE Tax, Insurance $0 $0 $0
96 TI/LC $0 $833 $833
102 RE Tax $0 $0 $0
109 NAP $0 $0 $0
111 Insurance $0 $0 $0
113 RE Tax, Insurance $0 $0 $0
118 Insurance $0 $0 $0
121 NAP $0 $0 $0
122 Insurance $0 $0 $0
123 RE Tax, Insurance $0 $0 $0
124 RE Tax, Insurance $0 $0 $0
125 RE Tax, Insurance $0 $0 $0
128 RE Tax, Insurance $0 $0 $0
129 RE Tax, Insurance $0 $0 $0
131 Insurance $0 $0 $0
133 RE Tax, Insurance $0 $0 $0
135 NAP $0 $2,099 $6,306
136 NAP $0 $615 $0
138 RE Tax, Insurance $0 $0 $0
141 RE Tax, Insurance $0 $0 $0
142 NAP $0 $1,420 $8,559
143 RE Tax, Insurance, Cap Ex, TI/LC $0 $0 $0
144 RE Tax, Insurance $0 $0 $0
145 RE Tax, Insurance $0 $0 $0
148 RE Tax, Insurance $0 $0 $0
150 NAP $0 $167 $334
153 TI/LC $0 $89 $448
154 NAP $0 $1,609 $4,836
155 NAP $0 $479 $0
156 RE Tax, Insurance $0 $0 $0
157 Insurance $0 $0 $0
159 TI/LC $0 $307 $307
160 NAP $0 $130 $130
161 RE Tax, Insurance $0 $0 $0
162 NAP $0 $100 $0
164 NAP $0 $0 $0
165 RE Tax, Insurance $0 $0 $0
166 RE Tax, Insurance $0 $0 $0
167 NAP $0 $43 $172
168 NAP $0 $183 $0
169 Insurance $0 $0 $0
170 RE Tax, Insurance $0 $0 $0
171 NAP $0 $155 $0
172 RE Tax, Insurance $0 $0 $0
173 RE Tax, Insurance $0 $0 $0
174 RE Tax, Insurance $0 $0 $0
Totals and Weighted Averages:
Mortgage Initial TI/LC Escrow Monthly TI/LC Current TI/LC Environmental Interest
Loan No. Requirement (22) Escrow Requirement(23) Escrow Balance(24) Insurance Accrual Method Seasoning(25)
-------- ------------------- ---------------------- ------------------ ------------- -------------- -------------
27 $275,000 $3,905 $275,000 No Actual/360 0
31 $0 $0 $0 No Actual/360 4
39 $0 $0 $0 No Actual/360 4
41 $0 $0 $0 No Actual/360 4
47 $0 $0 $0 No Actual/360 2
48 $0 $0 $0 No Actual/360 4
50 $0 $0 $0 No Actual/360 2
53 $0 $0 $0 No Actual/360 2
63 $100,000 $2,158 $100,021 No Actual/360 2
66 $0 $0 $0 No Actual/360 2
75 $0 $0 $0 No Actual/360 3
76 $0 $0 $0 No Actual/360 3
81 $0 $0 $0 No Actual/360 2
83 $0 $0 $0 No Actual/360 3
90 $0 $0 $0 No Actual/360 3
96 $0 $0 $0 No Actual/360 3
102 $0 $0 $0 No Actual/360 2
109 $0 $0 $0 No 30/360 4
111 $0 $0 $0 No Actual/360 4
113 $0 $0 $0 No Actual/360 4
118 $0 $0 $0 No Actual/360 4
121 $0 $0 $0 No Actual/360 2
122 $0 $0 $0 No Actual/360 4
123 $0 $0 $0 No Actual/360 2
124 $0 $0 $0 No Actual/360 2
125 $0 $0 $0 No Actual/360 2
128 $0 $0 $0 No Actual/360 3
129 $0 $0 $0 No Actual/360 3
131 $0 $0 $0 No Actual/360 3
133 $0 $0 $0 No Actual/360 4
135 $0 $0 $0 No Actual/360 4
136 $0 $2,048 $0 No Actual/360 1
138 $0 $0 $0 No Actual/360 3
141 $0 $0 $0 No Actual/360 1
142 $0 $0 $0 No Actual/360 7
143 $0 $0 $0 Yes Actual/360 4
144 $0 $0 $0 No Actual/360 4
145 $0 $0 $0 No Actual/360 2
148 $0 $0 $0 No Actual/360 4
150 $0 $303 $606 No Actual/360 3
153 $0 $182 $912 No Actual/360 7
154 $0 $0 $0 No Actual/360 4
155 $0 $0 $0 No Actual/360 2
156 $0 $0 $0 No Actual/360 4
157 $0 $0 $0 No Actual/360 1
159 $0 $0 $0 No Actual/360 3
160 $28,000 $0 $28,106 No Actual/360 3
161 $0 $0 $0 No Actual/360 4
162 $0 $237 $0 No Actual/360 2
164 $0 $0 $0 No Actual/360 4
165 $0 $0 $0 No Actual/360 2
166 $0 $0 $0 No Actual/360 3
167 $0 $428 $5,166 No Actual/360 5
168 $0 $137 $0 No Actual/360 1
169 $0 $0 $0 No Actual/360 3
170 $0 $0 $0 No Actual/360 4
171 $0 $0 $0 No Actual/360 2
172 $0 $0 $0 No Actual/360 2
173 $0 $0 $0 No Actual/360 2
174 $0 $0 $0 No Actual/360 3
Totals and Weighted Averages:
Prepayment Code(25)
---------------------------------------------------------------------
Mortgage Administrative Mortgage
Loan No. LO DEF DEF/YM1 YM3 YM1 3% 2% 1% Open YM Formula(27) Cost Rate (28) Loan No.
-------- -- --- ------- --- --- - - - ---- -------------- ------------- --------
27 24 92 4 8.085 27
31 28 93 4 8.085 31
39 28 88 4 8.085 39
41 102 14 4 8.085 41
47 84 32 4 H 8.085 47
48 84 32 4 H 8.085 48
50 102 14 4 8.085 50
53 84 32 4 H 8.085 53
63 26 90 4 8.085 63
66 144 12 12 8 4 8.085 66
75 84 32 4 H 8.085 75
76 84 32 4 H 8.085 76
81 102 14 4 8.085 81
83 144 12 12 8 4 8.085 83
90 84 32 4 H 8.085 90
96 48 68 4 H 8.085 96
102 26 90 4 8.085 102
109 28 88 4 8.085 109
111 180 56 4 H 8.085 111
113 84 32 4 H 8.085 113
118 102 14 4 8.085 118
121 48 68 4 H 8.085 121
122 102 14 4 8.085 122
123 84 32 4 H 8.085 123
124 84 32 4 H 8.085 124
125 48 68 4 H 8.085 125
128 84 32 4 H 8.085 128
129 102 14 4 8.085 129
131 102 14 4 8.085 131
133 28 208 4 8.085 133
135 40 76 4 H 8.085 135
136 25 91 4 8.085 136
138 84 32 4 H 8.085 138
141 25 91 4 8.085 141
142 43 73 4 H 8.085 142
143 28 88 4 8.085 143
144 48 68 4 H 8.085 144
145 96 80 4 H 8.085 145
148 28 88 4 8.085 148
150 27 89 4 8.085 150
153 31 85 4 8.085 153
154 40 76 4 H 8.085 154
155 26 90 4 8.085 155
156 84 32 4 H 8.085 156
157 102 14 4 8.085 157
159 48 68 4 H 8.085 159
160 27 89 4 8.085 160
161 48 68 4 H 8.085 161
162 26 90 4 8.085 162
164 28 88 4 8.085 164
165 102 14 4 8.085 165
166 84 32 4 H 8.085 166
167 46 70 4 H 8.085 167
168 25 91 4 8.085 168
169 102 14 4 8.085 169
170 48 68 4 H 8.085 170
171 26 90 4 8.085 171
172 48 68 4 H 8.085 172
173 48 68 4 H 8.085 173
174 120 56 4 H 8.085 174
Totals and Weighted Averages:
EXHIBIT 2
REPRESENTATIONS AND WARRANTIES REGARDING
INDIVIDUAL MORTGAGE LOANS
(1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is true and correct in all material respects as of the date of this
Agreement and as of the Cut-Off Date.
(2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, 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 of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have 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. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.
(3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.
(4) Lien; Valid Assignment. 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 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 in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) 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 and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding 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 Uniform Commercial Code financing statements are required in
order to effect such perfection.
(5) Assignment of Leases and Rents. The Assignment of Leases 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 first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, 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 has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.
(6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since March 22, 2007.
(7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and 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 Title
Policy referred to herein.
(8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.
(9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.
(10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) 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.
(11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.
(12) Environmental Conditions.
(i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.
(ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.
"Hazardous Materials" means gasoline, petroleum products, explosives,
radioactive materials, polychlorinated biphenyls or related or similar
materials, and any other substance, material or waste as may be defined as
a hazardous or toxic substance by any federal, state or local
environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. xx.xx. 9601 et seq.), the
Hazardous Materials Transportation Act as amended (42 U.S.C. xx.xx. 6901
et seq.), the Resource Conservation and Recovery Act, as amended (42
U.S.C. xx.xx. 6901 et seq.), the Federal Water Pollution Control Act as
amended (33 U.S.C. xx.xx. 1251 et seq.), the Clean Air Act as amended (42
U.S.C. xx.xx. 1251 et seq.) and any regulations promulgated pursuant
thereto.
(13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor 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
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.
(14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. 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 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.
(15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.
(16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
(17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:
(a) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease (or the related estoppel letter or lender
protection agreement between the Seller and related lessor) does not
prohibit the current use of the Mortgaged Property and does not prohibit
the interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the payment terms of
such Ground Lease since the origination of the related Mortgage Loan, with
the exception of material changes reflected in written instruments that
are a part of the related Mortgage File;
(b) The lessee's interest in such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the related
Mortgage, other than Permitted Encumbrances;
(c) The Mortgagor's interest in such Ground Lease is assignable to
the Purchaser and the Trustee as its assignee upon notice to, but without
the consent of, the lessor thereunder (or, if such consent is required, it
has been obtained prior to the Closing Date) and, in the event that it is
so assigned, is further assignable by the Purchaser and its successors and
assigns upon notice to, but without the need to obtain the consent of,
such lessor or if such lessor's consent is required it cannot be
unreasonably withheld;
(d) Such Ground Lease is in full force and effect, and the Ground
Lease provides that no material amendment to such Ground Lease is binding
on a mortgagee unless the mortgagee has consented thereto, and the Seller
has received no notice that an event of default has occurred thereunder,
and, to the Seller's knowledge, there exists no condition that, but for
the passage of time or the giving of notice, or both, would result in an
event of default under the terms of such Ground Lease;
(e) Such Ground Lease, or an estoppel letter or other agreement, (A)
requires the lessor under such Ground Lease to give notice of any default
by the lessee to the holder of the Mortgage; and (B) provides that no
notice of termination given under such Ground Lease is effective against
the holder of the Mortgage unless a copy of such notice has been delivered
to such holder and the lessor has offered or is required to enter into a
new lease with such holder on terms that do not materially vary from the
economic terms of the Ground Lease.
(f) A mortgagee 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 has an original term (including any extension
options set forth therein) which extends not less than twenty years beyond
the Stated Maturity Date of the related Mortgage Loan;
(h) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds or condemnation award
awarded to the holder of the ground lease interest will be applied either
(A) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by the related
Mortgage having the right to hold and disburse such proceeds as the repair
or restoration progresses (except in such cases where a provision
entitling a third party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial mortgage
lender), or (B) to the payment of the outstanding principal balance of the
Mortgage Loan together with any accrued interest thereon;
(i) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by prudent commercial
mortgage lenders lending on a similar Mortgaged Property in the lending
area where the Mortgaged Property is located; and such Ground Lease
contains a covenant that the lessor thereunder is not permitted, in the
absence of an uncured default, to disturb the possession, interest or
quiet enjoyment of the lessee thereunder for any reason, or in any manner,
which would materially adversely affect the security provided by the
related Mortgage;
(j) Such Ground Lease requires the Lessor to enter into a new lease
upon termination of such Ground Lease if the Ground Lease is rejected in a
bankruptcy proceeding; and
(k) Such Ground Lease may not be amended or modified or any such
amendment or modification will not be effective against the mortgagee
without the prior written 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; provided, however, that termination
or cancellation without such consent may be binding on the mortgagee if
(i) an event of default occurs under the Ground Lease, (ii) notice is
provided to the mortgagee and (iii) such default is curable by the
mortgagee as provided in the Ground Lease but remains uncured beyond the
applicable cure period.
(18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.
(19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).
(20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.
(21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.
(22) No Mechanics' Liens. Each Mortgaged 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, except, in each case, for liens insured against by the
Title Policy referred to herein, and 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 except, in each case, for liens insured against by the Title
Policy referred to herein.
(23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.
(24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any other Mortgage Loan.
(25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.
(26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.
(27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.
(28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.
(29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.
(30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) 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. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.
(31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.
(32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.
(33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor 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.
(34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.
(35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.
(36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.
(37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).
(38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.
(39) [Reserved]
(40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, 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 assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.
(41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.
(42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.
(43) Authorized to do Business. 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.
(44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-Off 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. 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 Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. 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, or as otherwise
indicated on Schedule A.
(45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan other than Mortgage Loans secured by residential cooperative properties,
the related Mortgage Loan Documents require the related Mortgagor, in some cases
at the request of the lender, to provide to the holder of such Mortgage Loan
operating statements and rent rolls not less frequently than annually (except if
the Mortgage Loan has an outstanding principal balance of less than or equal to
$3,500,000 as of the Cut-Off Date or the related Mortgaged Property has only one
tenant, in either of which cases, the Mortgage Loan Documents require the
Mortgagor, in some cases at the request of the lender, to provide to the holder
of such Mortgage Loan operating statements and (if there is more than one
tenant) rent rolls and/or financial statements of the Mortgagor annually), and
such other information as may be required therein. With respect to Mortgage
Loans secured by residential cooperative properties, the related Mortgage Loan
Documents require the related Mortgagor to deliver annual financial statements
to the holder of such Mortgage Loan.
(46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
SCHEDULE A
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL
MORTGAGE LOANS (2007-IQ13) (NCB, FSB)
Representation 14 - Parkview Manor-Lockland, Inc. The Parkview Manor-Lockland,
Inc. Mortgage Loan has a seismic report which indicates a PML of 25%.
Representation 17(d) - Bay Terrace Cooperative Section X, Inc.; 000-000 Xxxx
Xxxxx Xxxxxx. The Ground Lease with respect to the Bay Terrace Cooperative
Section X, Inc. and 000-000 Xxxx Xxxxx Xxxxxx Mortgage Loans do not specifically
provide that amendments to such Ground Leases will not be binding on a leasehold
mortgagee unless the leasehold mortgagee has consented thereto. However, those
Ground Leases do require the consent of the leasehold mortgagee as a condition
to any ground lease modification or amendment. The Ground Leases require the
lessor to enter into a new ground lease with the holder of the Mortgage on terms
that do not materially vary from the economic terms of the Ground Leases in the
event such Ground Leases are terminated by reason of a default thereunder, but
do not specifically require the lessor to enter into a new lease upon
termination of such Ground Lease if the Ground Lease is rejected in a bankruptcy
proceeding.
Representation 17(j) - Bay Terrace Cooperative Section X, Inc.; 000-000 Xxxx
Xxxxx Xxxxxx. The Ground Leases with respect to the Bay Terrace Cooperative
Section X, Inc. and 000-000 Xxxx Xxxxx Xxxxxx Mortgage Loans require the lessor
to enter into a new ground lease with the holder of the Mortgage on terms that
do not materially vary from the economic terms of the Ground Lease in the event
such Ground Lease is terminated by reason of a default thereunder, but do not
specifically require the lessor to enter into a new lease upon termination of
such Ground Lease if the Ground Lease is rejected in a bankruptcy proceeding.
Representation 30. The borrowers under the Mortgage Loans listed on Schedule B
hereto are permitted to incur and/or have incurred additional subordinate
financing secured by the related property. The amount of current existing
subordinate indebtedness is more particularly set forth in the mortgage loan
schedule under the heading "Current Additional Financing In Place." The amount
of permitted future subordinate indebtedness is more particularly set forth in
the mortgage loan schedule under the heading "Financing Permitted In Future." In
connection with any such future subordinate financing, the lender shall enter
into a subordination agreement.
Representation 35. All of the Mortgage Loans secured by residential cooperatives
permit, without the prior written consent of the holder of the related Mortgage,
transfers of stock of the related Mortgagor in connection with the assignment of
a proprietary lease for an apartment unit by a tenant shareholder of the related
Mortgagor to other persons who by virtue of such transfers become
tenant-shareholders in the related Mortgagor.
Representation 36. All of the Mortgage Loans secured by residential cooperatives
are fully recourse to the related Mortgagors, which Mortgagors are not natural
persons.
Representation 36 - Columbia Bedford Tractor Supply. The loan is not recourse to
a natural person. However, the borrower, which is not a natural person, is
obligated on the recourse carveout obligations pursuant to the terms of the
promissory note. There is a separate recourse guaranty executed by XXXXXXXXX II
L.L.C., an affiliate of borrower and not a natural person.
Schedule A
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Representation 7 - Knollwood Manor, Inc.; Manor Towers Owners Corp.; 000 Xxxx
00xx Xxxxxx. The engineering report for the Knollwood Manor, Inc. Mortgage Loan
is dated August 11, 2005. The engineering report for the Manor Towers Owners
Corp. Mortgage Loan is dated August 18, 2005. 000 Xxxx 00xx Xxxxxx is dated
March 11, 2005.
Representation 12 - Knollwood Manor, Inc.; Manor Towers Owners Corp. The
environmental site assessment for the Knollwood Manor, Inc. Mortgage Loan is
dated August 11, 2005. The environmental site assessment for the Manor Towers
Owners Corp. Mortgage Loan is dated August 18, 2005.
Representation 25 - Post Office Partners. The Post Office Partners Mortgage Loan
permits the release of one or more parcels from the lien of the related Mortgage
upon a partial defeasance in an amount equal to 125% of an allocated partial
defeasance release amount as more particularly set forth in the Mortgage Loan
documents.
Loans as to which the borrower is permitted to incur and/or has incurred
additional subordinate financing secured by the related property.
0000 Xxxxxxx Xxxxxx Ltd.
00 Xxxx 00xx Xxxxxx Cooperative
000-00 Xxxxxxx Xxxxxxx Owners
0000 Xxxxxxxxxxxx Xxx. Owners
2750 Xxxxxxx Owners
000/000 Xxxx 00xx Xxxxxxxxx Xxxx.
000 Xxxx 00xx Xxxxxx, Inc.
3231-5-9 Xxxxxx Owners
00 Xxxx 00xx Xxxxxx, Inc.
000 Xxxx Xxx Xxxxxx Xxxx.
000 Xxxx Xxx Tenants Corp.
00-00 000xx Xxxxxx Realty Corp.
000 Xxxxxxxxx Xxxxxx Corporation
Allofus Tenants Inc.
Bay Terrace Cooperative Section X
Briar Hill Owners Corp.
Xxxxxxx Mutual Homes, Inc. I & II
Gramatan Court Apartments
Greenwich 33 Apartment Corp.
High Meadow Cooperative No. 1
Inwood Owners, Inc.
Knollwood Manor, Inc.
Laurelton Gardens Corp.
Mainstay Cooperative Section One
Manor Towers Owners
Xxxxxx-Xxxxxx Owners
Xxxxxxxx Gardens Owners
Prince Tower Tenants Corp.
Southgate Apartments.
The Xxxxxx Residence
Xxxxxxxx Place Owners
Xxxxxxxxx Tenants Corporation
Cajun Properties
Great Falls Village Center
Lawrenceville Town Center
Parish Property
SCHEDULE B
LIST OF MORTGAGORS THAT ARE
THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)
NONE
ANNEX A
Loans as to which the borrower is permitted to incur and/or has incurred
additional subordinate financing secured by the related property.
EXHIBIT 3
PURCHASE PRICE
Purchase Price $203,374,022
Accrued Interest $912,284
----------------
Total $204,286,306
EXHIBIT 4
XXXX OF SALE
1. Parties. The parties to this Xxxx of Sale are the following:
Seller: NCB, FSB
Purchaser: Xxxxxx Xxxxxxx Capital I Inc.
2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of March 1, 2007 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:
(a) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting
of, arising from or relating to any of the following property: the
Mortgage Loans identified on the Mortgage Loan Schedule including the
related Mortgage Notes, Mortgages, security agreements, and title, hazard
and other insurance policies, all distributions with respect thereto
payable after the Cut-Off Date, all substitute or replacement Mortgage
Loans and all distributions with respect thereto, and the Mortgage Files;
(b) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other
rights arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other Persons with respect to, all or any part of the collateral
described in clause (a) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and
(c) All cash and non-cash proceeds of the collateral described in
clauses (a) and (b) above.
3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.
4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Xxxx
of Sale to be duly executed and delivered on this 29th day of March, 2007.
SELLER: NCB, FSB
By:
---------------------------------------
Name:
Title:
PURCHASER: XXXXXX XXXXXXX CAPITAL I INC.
By:
---------------------------------------
Name:
Title:
EXHIBIT 5
FORM OF LIMITED POWER OF ATTORNEY
THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:
NCB, FSB
0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxxx Xxxxx, Real Estate Master Servicing
Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-IQ13
National Consumer Cooperative Bank
0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxxx Xxxxx, Real Estate Special Servicing
Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-IQ13
LNR Partners, Inc.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxx and Xxxxxx X. Xxxxxx III, Esq.
[ ]
-----------
[ ]
-----------
[ ]
-----------
Attention: [ ]
---------
LIMITED POWER OF ATTORNEY
Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 0000 Xxx Xxxxxx. X.X., Xxxxxxxxxx, X.X.
00000, Attention: Xxxxxxxx Xxxxx (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint NCB, FSB, in its
capacity as NCB Master Servicer pursuant to the Pooling and Servicing Agreement,
having an address of 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention:
Xxxxxxxx Xxxxx, Real Estate Master Servicing-Xxxxxx Xxxxxxx Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 (the "NCB Master
Servicer"), LNR Partners, Inc., having an address of 0000 Xxxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000, Attention: Xxxxx Xxxxxxx and Xxxxxx X.
Xxxxxx III, Esq. (the "General Special Servicer"), National Consumer Cooperative
Bank, having an address of 0000 Xxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000,
Attention: Xxxxxxxx Xxxxx, Real Estate Special Servicing-Xxxxxx Xxxxxxx Capital
I Inc., Commercial Mortgage Pass Through Certificates, Series 2007-IQ13 (the
"Co-op Special Servicer") and [_________], having an address of [__________],
Attention: [_________](the "Trustee") as the true and lawful attorneys-in-fact
for the undersigned, in its name, place and stead, and for its use and benefit:
1. To empower the Trustee, the NCB Master Servicer and, in the event
of the failure or incapacity of the Trustee and the NCB Master Servicer, the
applicable Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement, dated as of March 1, 2007 (the "Pooling and
Servicing Agreement"), among Xxxxxx Xxxxxxx Capital I Inc., as Depositor,
[____________], as General Master Servicer, the General Special Servicer, NCB,
FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op
Special Servicer, and the Trustee, as Trustee, Paying Agent and Certificate
Registrar with respect to the Trust and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
File (so long as original counterparts have previously been delivered to the
Trustee).
2. This power of attorney shall be limited to the above-mentioned
exercise of power.
3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.
4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this [__] day of March, 2007.
Witnessed by: NCB, FSB
By:
---------------------------------------- --------------------------
Print Name: Name:
Title:
STATE OF )
-----------------------
COUNTY OF )
----------------------
On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.
--------------------------------------
Commission Expires:
EXHIBIT 6
FORM OF OPINION OF COUNSEL
Tel: 000-000-0000
Fax: 000-000-0000
March [__], 2008
To the Parties Listed on Schedule A
Re: NCB, FSB
Ladies and Gentlemen:
We have acted as special counsel to NCB, FSB ("NCB"), a federal savings
bank chartered by the Office of Thrift Supervision, U.S. Department of the
Treasury (the "OTS"), in connection with the following documents, which provide
for the proposed sale of certain mortgage loans and NCB's agreement to service
and administer certain mortgage loans and other assets: (i) Mortgage Loan
Purchase Agreement dated as of March 1, 2007, between NCB, as seller, and Xxxxxx
Xxxxxxx Capital I Inc. ("MSCI"), as purchaser (the "Mortgage Loan Purchase
Agreement"); (ii) Pooling and Servicing Agreement dated as of March 1, 2007,
among MSCI, as Depositor, [______], as General Master Servicer, NCB, FSB as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LNR Partners, Inc., as General Special Servicer and [_______], as Trustee,
Paying Agent and Certificate Registrar (the "Pooling and Servicing Agreement";
and together with the Mortgage Loan Purchase Agreement, the "Principal
Agreements"); and (iii) Mortgage Loan Seller Indemnification Agreement dated as
of March [__], 2007 between NCB, Xxxxxx Xxxxxxx & Co. Incorporated,
[________________] (the "Indemnification Agreement"; and together with the
Principal Agreements, the "Transaction Documents"). Capitalized terms not
otherwise defined herein shall have their respective meanings set forth in the
Principal Agreements.
In rendering the opinions expressed below, we have examined copies of the
Transaction Documents, agreements executed in connection therewith or pursuant
thereto and originals or conformed copies of such corporate records, agreements
and instruments of NCB, certificates of public officials and officers of NCB,
and such other documents and records, and such matters of law, as we have deemed
appropriate as a basis for the opinions hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not independently
established, we have relied upon statements of governmental officials and upon
representations made in or pursuant to the Transaction Documents and
certificates and statements of appropriate representatives of NCB including,
without limitation, the certificate dated as of the date hereof issued by the
Secretary of NCB (the "NCB Certificate"), and with respect to good standing and
related matters, we have relied solely upon a certificate of the OTS issued on
March 1, 2007 (the "OTS Certificate") and the NCB Certificate.
In rendering the opinions expressed below, we have assumed that, other
than with respect to NCB, all of the documents referred to in this opinion have
been duly authorized by, have been duly executed and delivered by, and
constitute the legal, valid, binding and enforceable obligations of, all of the
parties to such documents, that all of the signatories to such documents have
been duly authorized and that all such parties are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.
Based upon and subject to the foregoing and subject also to the comments,
assumptions and qualifications set forth below, we are of the opinion that:
1. Based solely upon the OTS Certificate, NCB is a federal savings
bank duly chartered by the OTS validly existing and in good standing under the
laws of the United States of America.
2. NCB has all necessary corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance of the Transaction Documents by NCB and the
consummation by NCB of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of NCB, and the
Transaction Documents have been validly executed and delivered by NCB. The
Principal Agreements constitute the valid and binding obligation of NCB,
enforceable against it in accordance with their respective terms.
3. No consent, approval, authorization of, or declaration, filing or
registration with, any governmental authority in connection with or as a
condition to the execution or delivery by NCB of the Transaction Documents or
the consummation by NCB of the transactions contemplated thereby is required to
be obtained by NCB, except for such consents, approvals, authorizations,
declarations, filings or registrations that have been obtained, and except such
filings as may be necessary to transfer the Loans to the Purchaser pursuant to
the terms of the Mortgage Loan Purchase Agreement or to fulfill its obligations
as NCB Master Servicer under the Pooling and Servicing Agreement.
4. To our knowledge, there are no actions, suits, proceedings or
investigations pending or threatened against or affecting NCB which, if
adversely determined, individually or collectively, would materially adversely
affect NCB's ability to perform its obligations under the Transaction Documents
or the validity or enforceability of the Transaction Documents.
5. The execution, delivery and performance by NCB of the Transaction
Documents, and compliance by it therewith, do not and will not conflict with,
constitute a default under or violate (i) any provision of the charter or
by-laws of NCB, (ii) any provision of any material law, rule or regulation
applicable to NCB, (iii) any judgment, order, writ, injunction or decree known
to us of any court or governmental authority or regulatory body that names NCB
or is specifically directed to NCB, or (iv) to our knowledge, any indenture,
agreement or other instrument known to us to which NCB is a party or by which it
is bound.
In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:
(a) Wherever this opinion letter refers to matters "known to us," or
"to our knowledge," or words of similar import, such reference means that, in
the course of our representation of NCB in the transaction contemplated by the
Transaction Documents and inquiry of the lawyers within our firm familiar with
the transactions contemplated by the Transaction Documents, no information has
come to our attention that would give us actual knowledge or actual notice that
any such opinions or other matters set forth herein are not accurate. Except as
otherwise stated herein, we have undertaken no independent investigation or
verification of such matters. All opinions set forth herein are subject to, and
may be limited by, future changes in the factual matters set forth herein, and
we undertake no duty to advise you of the same.
(b) Our opinions herein reflect only the application of applicable
New York law and the federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.
(c) The enforceability of the Principal Agreements may be limited by
(i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
or relating to the rights and remedies of creditors generally including, without
limitation, laws relating to fraudulent transfers or conveyances, preferences
and equitable subordination, (ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law), (iii) an implied
covenant of good faith and fair dealing and (iv) the qualification that certain
other provisions of the Principal Agreements may be unenforceable in whole or in
part under the laws (including judicial decisions) of the State of New York or
the United States of America, but the inclusion of such provisions does not, in
our opinion, affect the validity as against NCB of the Principal Agreements as a
whole, and the limitations on the enforceability of such provisions in the
Principal Agreements do not, in our opinion, make the remedies and procedures
otherwise provided in the Principal Agreements inadequate for enforcing payment
of the obligations governed or secured thereby and for the practical realization
of the principal rights and benefits afforded thereby.
(d) Our opinions are further subject to the following:
(i) The enforceability of the Principal Agreements against
NCB in accordance with their respective terms may be limited by the effect of
standards of good faith, fair dealing and reasonableness which may be applied by
a court to the exercise of certain rights and remedies.
(ii) We assume, for purposes of the opinions concerning
validity, binding effect and enforceability, that the parties to the Principal
Agreements have acted in good faith and without intent to hinder, delay or
defraud creditors.
(iii) We express no opinion as to the enforceability of any
provisions in the Principal Agreements purporting to restrict access to legal or
equitable remedies, to establish evidentiary standards, to waive or modify
service of process requirements under applicable laws, or to control the
determination of venue for any legal or equitable proceedings that may arise in
connection therewith.
(e) We express no opinion as to:
(i) the enforceability of any provision in any of the
Principal Agreements purporting or attempting to (A) waive the defenses of forum
non conveniens or improper venue or (B) confer subject matter jurisdiction on a
court not having independent grounds therefor or (C) modify or waive the
requirements for effective service of process for any action that may be brought
or (D) waive the right of NCB or any other person to a trial by jury or (E)
provide that remedies are cumulative or that decisions by a party are conclusive
or (F) modify or waive the rights to notice, legal defenses, statutes of
limitations or other benefits that cannot be waived under applicable law,
because such provisions are subject to determination by the courts in which
litigation may be instituted that such provisions are fair and reasonable and
comply with and/or are permitted by applicable constitutional provisions and by
applicable laws, regulations and rules of court;
(ii) the effect on enforceability of any of the Principal
Agreements of any decision of an arbitration tribunal or an arbitrator pursuant
to any provision for mandatory or optional arbitration to the extent such
decision does not give effect to the terms of such Principal Agreements or to
applicable law;
(iii) the enforceability of (A) any rights to
indemnification provided for in the Principal Agreements which are violative of
public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation); (B) any rights of setoff under the
Pooling and Service Agreement; or (C) any provisions purporting to provide to
any party the right to receive costs and expenses beyond those reasonably
incurred by it; or
(iv) (A) the existence or sufficiency of any party's
(including, without limitation, NCB's) rights in or title to the real or
personal property described in and encumbered by the respective Loan Documents
relating to the Loans (the "Collateral"); (B) the creation, attachment or
perfection of any security interest in any part of the Collateral, or the
priority of any security interest in the Collateral against any financing
statement, security interest, mortgage, lien or other encumbrance on or covering
the Collateral, or the effect of the due recording of, or failure to record,
such Loan Documents; (C) compliance or non-compliance by NCB or any other person
or entity with federal or state securities laws (including, without limitation,
the Securities Act of 1933, the Trust Indenture Act of 1939 and the Investment
Company Act of 1940); or (D) the classification and treatment of the Loans and
any proceeds therefrom for federal and state income tax purposes.
This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.
Very truly yours,
SCHEDULE A
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
LNR Partners, Inc.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxx and Xxxxxx X. Xxxxxx III, Esq.
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[ ]
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Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
[ ]
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[ ]
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