EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 1, 2005
(the "Agreement"), is entered into between WACHOVIA BANK, NATIONAL ASSOCIATION
(the "Seller") and Wachovia Commercial Mortgage Securities, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with
certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2005, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (in such capacity, the "Master Servicer"),
CWCapital Asset Management LLC, as special servicer (the "Special Servicer") and
Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but
not defined herein (including the Schedules attached hereto) have the respective
meanings set forth in the Pooling and Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $2,483,692,268 (the "Wachovia Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received.
The Wachovia Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-Off Date (after
giving effect to any payments due on or before such date whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-Off Date Pool Balance") of $2,534,116,891 (subject to a variance of plus or
minus 5.0%). The purchase and sale of the Mortgage Loans shall take place
December 29, 2005, or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the
"Aggregate Purchase Price") for the Mortgage Loans shall be equal to (i)
99.0076% of the Wachovia Mortgage Loan Balance as of the Cut-Off Date, plus (ii)
$10,029,967, which amount represents the amount of interest accrued on the
Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period
from and including the Cut-Off Date up to but not including the Closing Date.
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
Aggregate Purchase Price and satisfaction of the other conditions to closing
that are for the benefit of the Seller, the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Purchaser, without recourse (except
as set forth in this Agreement), all the right, title and interest of the Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date, on a servicing released basis, together with all of the Seller's right,
title and interest in and to the proceeds of any related title, hazard, primary
mortgage or other insurance proceeds.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). All scheduled payments of principal and interest due
on or before the Cut-Off Date but collected on or after the Cut-Off Date, and
recoveries of principal and interest collected on or before the Cut-Off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver to the Trustee, the documents and instruments specified
below with respect to each Mortgage Loan (each a "Mortgage File"). All Mortgage
Files so delivered will be held by the Trustee in escrow at all times prior to
the Closing Date. Each Mortgage File shall contain the following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C22" or in blank (or a
lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto);
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case (unless not yet returned by
the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except for
any missing recording information), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage and to the extent not already assigned pursuant to preceding
clause (a)) and (c) any other recorded document relating to the Mortgage
Loan otherwise included in the Mortgage File, in favor of "Xxxxx Fargo
Bank, N.A., as trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-C22", or in blank;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above), in favor of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C22", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption and substitution agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing satisfactory to the Purchaser of any prior UCC
Financing Statements in favor of the originator of such Mortgage Loan or
in favor of any assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements prior to the
Closing Date) and, if there is an effective UCC Financing Statement and
continuation statement in favor of the Seller on record with the
applicable public office for UCC Financing Statements, an original UCC
Amendment, in form suitable for filing in favor of "Xxxxx Fargo Bank,
N.A., as trustee for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C22, as assignee", or in blank;
(ix) an original or copy of (a) any Ground Lease, Memorandum of
Ground Lease and ground lessor estoppel, (b) any loan guaranty or
indemnity and (c) any environmental insurance policy;
(x) any intercreditor agreement relating to permitted debt
(including, without limitation, mezzanine debt) of the Mortgagor;
(xi) copies of any loan agreement, escrow agreement or security
agreement relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer documents
relating to such Mortgage Loan;
(xiii) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and applicable transfer or
assignment documents; and
(xiv) with respect to any Companion Loan, all of the above documents
with respect to such Companion Loan and the related Intercreditor
Agreement; provided that a copy of each Mortgage Note relating to such
Companion Loan, rather than the original, shall be provided, and no
assignments shall be provided.
(d) The Seller shall take all actions reasonably necessary (i) to
permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement and (ii) to perform its obligations described in
Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust pursuant to written
instructions from the Master Servicer. The Seller shall reimburse the Trustee
for all reasonable costs and expenses, if any, incurred by the Trustee for
recording any documents described in Section 2(c)(iv)(c) hereof and filing any
assignments of UCC Financing Statements described in the proviso in the third to
last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.
(e) All documents and records (except draft documents, privileged
communications and internal correspondence and credit, due diligence and other
underwriting analysis, documents, data or internal worksheets, memoranda,
communications and evaluations of the Seller) relating to each Mortgage Loan and
in the Seller's possession (the "Additional Mortgage Loan Documents") that are
not required to be delivered to the Trustee shall promptly be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer to the appropriate sub-servicer, together with any
related escrow amounts and reserve amounts.
(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller which secure any Mortgage Loan.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized and
validly existing and in good standing under the laws of the United States
and possesses all requisite authority, power, licenses, permits and
franchises to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of this
Agreement;
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights in general, as they may be
applied in the context of the insolvency of a national banking
association, and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and by
public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement which purport to provide indemnification from
liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or bylaws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the
extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Aggregate Purchase Price. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I for the benefit of the Purchaser and the Trustee for the
benefit of the Certificateholders as of the Closing Date, with respect to (and
solely with respect to) each Mortgage Loan, which representations and warranties
are subject to the exceptions set forth on Schedule II.
(c) With respect to the schedule of exceptions delivered by the
Trustee on the Closing Date, within fifteen (15) Business Days (or, in the
reasonable discretion of the Controlling Class Representative, thirty (30)
Business Days) of the Closing Date, with respect to the documents specified in
clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii)
of the definition of Mortgage File, the Seller shall cure any material exception
listed therein (for the avoidance of doubt, any deficiencies with respect to the
documents specified in clause (ii) resulting solely from a delay in the return
of the related documents from the applicable recording office, shall be cured in
the time and manner described in Section 2.01(c) of the Pooling and Servicing
Agreement). If such exception is not so cured, the Seller shall either (1)
repurchase the related Mortgage Loan, (2) with respect to exceptions relating to
clause (xii) of the definition of "Mortgage File", deposit with the Trustee an
amount, to be held in trust in a Special Reserve Account pursuant to the Pooling
and Servicing Agreement, equal to the amount of the undelivered letter of credit
(in the alternative, the Seller may deliver to the Trustee, with a certified
copy to the Master Servicer and Trustee, a letter of credit for the benefit of
the Master Servicer on behalf of the Trustee and upon the same terms and
conditions as the undelivered letter of credit) which the Master Servicer on
behalf of the Trustee may use (or draw upon, as the case may be) under the same
circumstances and conditions as the Master Servicer would have been entitled to
draw on the undelivered letter of credit, or (3) with respect to any exceptions
relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to
be held in trust in a Special Reserve Account pursuant to the Pooling and
Servicing Agreement, equal to 25% of the Stated Principal Balance of the related
Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to
clauses (2) and (3) shall be held by the Trustee until the earlier of (x) the
date on which the Master Servicer certifies to the Trustee and the Controlling
Class Representative that such exception has been cured (or the Trustee
certifies the same to the Controlling Class Representative), at which time such
funds or letter of credit, as applicable, shall be returned to the Seller and
(y) thirty (30) Business Days or, if the Controlling Class Representative has
extended the cure period, forty-five (45) Business Days after the Closing Date;
provided, however, that if such exception is not cured within such thirty (30)
Business Days or forty-five (45) Business Days, as the case may be, (A) in the
case of clause (2), the Trustee shall retain the funds or letter of credit, as
applicable, or (B) in the case of clause (3), the Seller shall repurchase the
related Mortgage Loan in accordance with the terms and conditions of this
Agreement, at which time such funds shall be applied to the Purchase Price of
the related Mortgage Loan and any letter of credit will be returned to the
Seller.
If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a Mortgage Loan, then the Seller shall not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from the date
that any party to the Pooling and Servicing Agreement discovers such Document
Defect or Breach provided the Seller receives such notice in a timely manner),
if such Document Defect or Breach shall materially and adversely affect the
value of the applicable Mortgage Loan, the interest of the Trust therein or the
interests of any Certificateholder, cure such Document Defect or Breach, as the
case may be, in all material respects, which shall include payment of actual or
provable losses and any Additional Trust Fund Expenses directly resulting from
any such Document Defect or Breach or, if such Document Defect or Breach (other
than omissions solely due to a document not having been returned by the related
recording office) cannot be cured within such 90-day period, (i) repurchase the
affected Mortgage Loan at the applicable Purchase Price not later than the end
of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan
for such affected Mortgage Loan not later than the end of such 90-day period
(and in no event later than the second anniversary of the Closing Date) and pay
the Master Servicer for deposit into the Certificate Account, any Substitution
Shortfall Amount in connection therewith; provided, however, that unless the
Breach would cause the Mortgage Loan not to be a Qualified Mortgage, and if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, such Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute the related Mortgage Loan); and provided, further, that
with respect to such additional 90-day period the Seller shall have delivered an
officer's certificate to the Trustee setting forth what actions the Seller is
pursuing in connection with the cure thereof and stating that the Seller
anticipates that such Document Defect or Breach will be cured within the
additional 90-day period; and provided, further, that no Document Defect (other
than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground
Lease, any letter of credit, any franchise agreement, any comfort letter and (if
required) any comfort letter transfer documents (collectively, the "Core
Material Documents")) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the interests of the Trust therein or the
interests of any Certificateholder unless the document with respect to which the
Document Defect exists is required in connection with an imminent enforcement of
the mortgagee's rights or remedies under the related Mortgage Loan, defending
any claim asserted by any borrower or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien or any collateral
securing the Mortgage Loan or for any immediate significant servicing
obligations; provided, further, with respect to Document Defects which
materially and adversely affect the interests of any Certificateholder, the
interests of the Trust therein or the value of the related Mortgage Loan, other
than with respect to Document Defects relating to the Core Material Documents,
any applicable cure period following the initial 90 day cure period may be
extended by the Master Servicer or the Special Servicer if the document involved
is not needed imminently. Such extension will end upon 30 days notice of such
need as reasonably determined by the Master Servicer or Special Servicer (with a
possible 30 day extension if the Master Servicer or Special Servicer agrees that
the Seller is diligently pursuing a cure). The Seller shall cure all Document
Defects which materially and adversely affect the interests of any
Certificateholder, the interests of the Trust therein or the value of the
related Mortgage Loan, regardless of the document involved, no later than 2
years following the Closing Date; provided that the initial 90 day cure period
referenced in this paragraph may not be reduced. For a period of two years from
the Closing Date, so long as there remains any Mortgage File relating to a
Mortgage Loan as to which there is any uncured Document Defect or Breach, the
Seller shall provide the officer's certificate to the Trustee described above as
to the reasons such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure. Notwithstanding the foregoing, the delivery
of a commitment to issue a policy of lender's title insurance as described in
Representation 12 of Schedule I hereof in lieu of the delivery of the actual
policy of lender's title insurance shall not be considered a Document Defect or
Breach with respect to any Mortgage File if such actual policy of insurance is
delivered to the Trustee or a Custodian on its behalf not later than the 90th
day following the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan"), and (iii) the applicable Document Defect or Breach
does not constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Document Defect or Breach, as the case may be, will be
deemed to constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in the Crossed Group for purposes of this paragraph, and the
Seller will be required to repurchase or substitute for all of the remaining
Crossed Loan(s) in the related Crossed Group as provided in the immediately
preceding paragraph unless such other Crossed Loans in such Crossed Group
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution or repurchase of Mortgage Loans set forth herein. In the event that
the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Breach or Document Defect exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Group. The Seller
shall be responsible for the cost of any Appraisal required to be obtained by
the Master Servicer to determine if the Crossed Loan Repurchase Criteria have
been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross-collateralization and/or cross-default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred by the Purchaser in connection with such modification or
accommodation (including but not limited to recoverable attorney fees) shall be
paid by the Seller.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loans.
(e) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3. Nothing in this Agreement shall prohibit the
Purchaser or its assigns (including the Master Servicer and/or the Special
Servicer) from pursuing any course of action authorized by the Pooling and
Servicing Agreement while the Purchaser asserts a claim or brings a cause of
action to enforce any rights set forth herein against the Seller.
(f) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under the Pooling and Servicing Agreement or with respect to which
the related Mortgaged Property has been foreclosed and which is the subject of a
repurchase claim under this Agreement, in accordance with Section 2.03 of the
Pooling and Servicing Agreement, the Special Servicer with the consent of the
Controlling Class Representative shall notify the Seller in writing of its
intention to liquidate such Defaulted Mortgage Loan or REO Property at least 45
days prior to any such action. If (a) the Seller consents to such sale and
voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or
(b) a court of competent jurisdiction determines that the Seller is liable under
this Agreement to repurchase such Defaulted Mortgage Loan or REO Property, then
such Seller shall remit to the Purchaser an amount equal to the difference if
any of the price of such Defaulted Mortgage Loan or REO Property as sold and the
price at which the Seller would have had to repurchase such Defaulted Mortgage
Loan or REO Property under this Agreement. The Seller shall have 10 Business
Days after receipt of notice to determine whether or not to consent to such
sale. If the Seller does not consent to such sale, the Special Servicer shall
contract with a Determination Party (as defined in the Pooling and Servicing
Agreement) as to the merits of such proposed sale. If the related Determination
Party determines that such proposed sale is in accordance with the Servicing
Standard and the provisions of the Pooling and Servicing Agreement with respect
to the sale of Defaulted Mortgage Loans and REO Properties and, subsequent to
such sale, a court of competent jurisdiction determines that Seller was liable
under this Agreement and required to repurchase such Defaulted Mortgage Loan or
REO Property in accordance with the terms hereof, then the Seller shall remit to
Purchaser an amount equal to the difference (if any) between the proceeds of the
related action and the price at which the Seller would have been obligated to
pay had the Seller repurchased such Defaulted Mortgage Loan or REO Property
prior to the execution of a binding contract of sale with a third party in
accordance with the terms hereof including the costs related to contracting with
the related Determination Party provided that the foregoing procedure in this
Section 3(f) shall not preclude such Seller from repurchasing the Defaulted
Mortgage Loan or REO Property prior to the execution of a binding contract of
sale with a third party in accordance with the other provisions of this Section
3 (excluding this Section 3(f)). If the related Determination Party determines
that the sale of the related Defaulted Mortgage Loan or REO Property is not in
accordance with the Servicing Standards and the provisions of the Pooling and
Servicing Agreement with respect to the sale of Defaulted Mortgage Loans and REO
Properties and the Special Servicer subsequently sells such Mortgage Loan or REO
Property, then the Seller will not be liable for any such difference (nor any
cost of contracting with the Determination Party).
(g) Notwithstanding the foregoing, if there exists a Breach relating
to whether or not the Mortgage Loan documents or any particular Mortgage Loan
document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan
document(s) with respect to matters described in Representations 23 and 43 of
Schedule I hereof, then the Purchaser shall direct the Seller in writing to wire
transfer to the Master Servicer for deposit into the Certificate Account, within
90 days of the Seller's receipt of such direction, the amount of any such costs
and expenses borne by the Purchaser, the Certificateholders, the Master
Servicer, the Special Servicer and the Trustee on their behalf that are the
basis of such Breach. Upon its making such deposit, the Seller shall be deemed
to have cured such Breach in all respects. Provided such payment is made in
full, this paragraph describes the sole remedy available to the Purchaser, the
Certificateholders, the Master Servicer, the Special Servicer and the Trustee on
their behalf regarding any such Breach and the Seller shall not be obligated to
repurchase the affected Mortgage Loan on account of such Breach or otherwise
cure such Breach.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina. The
Purchaser has the full corporate power and authority and legal right to acquire
the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the
Trustee.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(c) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or 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
Purchaser's articles of association or bylaws, (B) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (C) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Charlotte, North Carolina on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) The Pooling and Servicing Agreement (to the extent it affects
the obligations of the Seller hereunder) and all documents specified in Section
6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon
and acceptable to the Purchaser, the Seller, the Underwriters, the Initial
Purchaser and their respective counsel in their reasonable discretion, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
and
(f) The letters shall have been received from the independent
accounting firms KPMG LLP and/or Deloitte & Touche LLP in form satisfactory to
the Purchaser, relating to certain information regarding the Mortgage Loans and
Certificates as set forth in the Prospectus, the Prospectus Supplement, the
Preliminary Memorandum and the Memorandum.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) 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,
the Underwriters and the Initial Purchaser may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects at and as of the Closing Date with the same
effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement 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;
(d) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchaser may rely, to the effect
that with respect to the Seller, the Mortgage Loans, the related Mortgagors and
the related Mortgaged Properties (i) such officer has carefully examined the
Specified Portions of the Preliminary Prospectus Supplement together with all
other Time of Sale Information delivered prior to the Time of Sale and nothing
has come to his attention that would lead him to believe that the Specified
Portions of the Preliminary Prospectus Supplement together with all other Time
of Sale Information delivered prior to the Time of Sale, as of the Time of Sale,
or as of the Closing Date, included or include any untrue statement of a
material fact relating to the Mortgage Loans or omitted or omit to state therein
a material fact necessary in order to make the statements therein relating to
the Mortgage Loans, in light of the circumstances under which they were made,
not misleading, (ii) such officer has carefully examined the Specified Portions
of the Prospectus Supplement and nothing has come to his attention that would
lead him to believe that the Specified Portions of the Prospectus Supplement, as
of the date of the Prospectus Supplement, or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (iii) such officer has
examined the Specified Portions of the Memorandum and nothing has come to his
attention that would lead him to believe that the Specified Portions of the
Memorandum, as of the date thereof or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein related to the Mortgage Loans, in the light of the
circumstances under which they were made, not misleading. The "Specified
Portions" of the Prospectus Supplement shall consist of Annex A thereto, the
diskette which accompanies the Prospectus Supplement (insofar as such diskette
is consistent with such Annex A) and the following sections of the Prospectus
Supplement (exclusive of any statements in such sections that purport to
summarize the servicing and administration provisions of the Pooling and
Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The
Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans,"
"Risk Factors--The Mortgage Loans," and "Description of the Mortgage
Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of
the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans,"
"--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans,"
"--The Mortgage Loan Sellers," "--Underwriting Standards," and
"--Representations and Warranties; Repurchases and Substitutions." The
"Specified Portions" of the Memorandum shall consist of the Specified Portions
of the Prospectus Supplement and the first and second full paragraphs on page
"iv" of the Memorandum.
(e) The resolutions of the requisite committee of the Seller's board
of directors authorizing the Seller's entering into the transactions
contemplated by this Agreement, the articles of association and by-laws of the
Seller, and an original or copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency not earlier than sixty (60) days prior
to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may
be from in-house counsel, outside counsel or a combination thereof), reasonably
satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the
Initial Purchaser and each of the Rating Agencies, together with such other
written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, the Initial Purchaser, their respective officers and directors,
and each person, if any, who controls the Purchaser, any Underwriter or any
Initial Purchaser within the meaning of either Section 15 of the Securities Act
of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses
(including the reasonable fees and expenses of legal counsel), claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the 1933 Act, the 1934 Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in (A) the Prospectus Supplement, the Preliminary Memorandum, the
Memorandum, the Diskette or, insofar as they are required to be filed as part of
the Registration Statement pursuant to the No-Action Letters, any Computational
Materials or ABS Term Sheets with respect to the Registered Certificates, or in
any revision or amendment of or supplement to any of the foregoing, (B) any Time
of Sale Information or any Issuer Information contained in any Free Writing
Prospectus prepared by or on behalf of the Underwriters (an "Underwriter Free
Writing Prospectus") or contained in any Free Writing Prospectus which is
required to be filed in accordance with the terms of the Underwriting Agreement,
(C) any items similar to Computational Materials or ABS Term Sheets forwarded by
the Seller to the Initial Purchaser, or in any revision or amendment of or
supplement to any of the foregoing or (D) the summaries, reports, documents and
other written and computer materials and all other information regarding the
Mortgage Loans, or the Seller furnished by the Seller for review by prospective
investors (the items in (A), (B) and (C) above being defined as the "Disclosure
Material"), or (ii) arise out of or are based upon the omission or alleged
omission to state therein (in the case of Computational Materials and ABS Term
Sheets, when read in conjunction with the Prospectus Supplement, in the case of
items similar to Computational Materials and ABS Term Sheets, when read in
conjunction with the Memorandum, and in the case of any summaries, reports,
documents, written or computer materials, or other information contemplated in
clause (D) above, when read in conjunction with the Memorandum and in the case
of any Free Writing Prospectus, when read in conjunction with the other Time of
Sale Information) a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; but, with respect to the Disclosure Material
described in clauses (A), (B) and (C) of the definition thereof, only if and to
the extent that (I) any such untrue statement or alleged untrue statement or
omission or alleged omission occurring in, or with respect to, such Disclosure
Material, arises out of or is based upon an untrue statement or omission with
respect to the Mortgage Loans, the related Mortgagors and/or the related
Mortgaged Properties contained in the Data File (it being herein acknowledged
that the Data File was and will be used to prepare the Prospectus Supplement and
the Preliminary Prospectus Supplement, including without limitation Annex A
thereto, any other Time of Sale Information, the Preliminary Memorandum, the
Memorandum, the Diskette, any Computational Materials and ABS Term Sheets with
respect to the Registered Certificates and any items similar to Computational
Materials and ABS Term Sheets forwarded to prospective investors in the
Non-Registered Certificates and any Free Writing Prospectus), (II) any such
untrue statement or alleged untrue statement or omission or alleged omission of
a material fact occurring in, or with respect to, such Disclosure Material, is
with respect to, or arises out of or is based upon an untrue statement or
omission of a material fact with respect to, the information regarding the
Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or
the Seller set forth in the Specified Portions of each of the Prospectus
Supplement, the Preliminary Prospectus Supplement, the Preliminary Memorandum
and the Memorandum, (III) any such untrue statement or alleged untrue statement
or omission or alleged omission occurring in, or with respect to, such
Disclosure Material, arises out of or is based upon a breach of the
representations and warranties of the Seller set forth in or made pursuant to
Section 3 or (IV) any such untrue statement or alleged untrue statement or
omission or alleged omission occurring in, or with respect to, such Disclosure
Material, arises out of or is based upon any other written information
concerning the characteristics of the Mortgage Loans, the related Mortgagors or
the related Mortgaged Properties furnished to the Purchaser, the Underwriters or
the Initial Purchaser by the Seller; provided, that the indemnification provided
by this Section 7 shall not apply to the extent that such untrue statement or
omission of a material fact was made as a result of an error in the manipulation
of, or in any calculations based upon, or in any aggregation of the information
regarding the Mortgage Loans, the related Mortgagors and/or the related
Mortgaged Properties set forth in the Data File or Annex A to the Prospectus
Supplement or the Preliminary Prospectus Supplement to the extent such
information was not materially incorrect in the Data File or such Annex A, as
applicable, including without limitation the aggregation of such information
with comparable information relating to the Other Mortgage Loans.
Notwithstanding the foregoing, the indemnification provided in this Section 7(a)
shall not inure to the benefit of any Underwriter or Initial Purchaser (or to
the benefit of any person controlling such Underwriter or Initial Purchaser)
from whom the person asserting claims giving rise to any such losses, claims,
damages, expenses or liabilities purchased Certificates if (x) the subject
untrue statement or omission or alleged untrue statement or omission made in any
Disclosure Material (exclusive of the Prospectus or any corrected or amended
Prospectus or the Memorandum or any corrected or amended Memorandum) is
eliminated or remedied in the Prospectus or the Memorandum or, with respect to
any Time of Sale Information only, by the delivery of a Corrected Free Writing
Prospectus prior to the Time of Sale (in each case, as corrected or amended, if
applicable), as applicable, and (y) a copy of the Prospectus, Memorandum or
Corrected Free Writing Prospectus (in each case, as corrected or amended, if
applicable), as applicable, shall not have been sent to such person at or prior
to the Time of Sale of such Certificates, and (z) in the case of a corrected or
amended Prospectus, Memorandum or Corrected Free Writing Prospectus, such
Underwriter or Initial Purchaser received electronically or in writing notice of
such untrue statement or omission and updated information concerning the untrue
statement or omission at least one Business Day prior to the Time of Sale. The
Seller shall, subject to clause (c) below, reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. Notwithstanding anything to the contrary contained herein,
the parties agree that the Seller shall not be obligated to indemnify the
persons entitled to indemnification hereunder for the indemnification
liabilities with respect to the Mortgage Loans sold to the Seller by Artesia
(the "Artesia Mortgage Loans") incurred by such person. The failure of Artesia
to honor its obligations with respect to the Artesia Mortgage Loans with respect
to Section 7 of the Mortgage Loan Purchase Agreement entered into between
Artesia Mortgage Capital Corporation and the Seller as of the date hereof (the
"Artesia Mortgage Loan Purchase Agreement") shall in no event increase the
liability or obligations of the Seller hereunder with respect to the Artesia
Mortgage Loans, and any such indemnified liabilities shall be payable by Artesia
in accordance with the terms thereof. This indemnity will be in addition to any
liability which the Seller may otherwise have.
(b) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-127668 filed by the Purchaser on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus dated December
15, 2005, as supplemented by the prospectus supplement dated December 15, 2005
(the "Prospectus Supplement" and, together with the Base Prospectus, the
"Prospectus") relating to the Registered Certificates, including all annexes
thereto; "Preliminary Prospectus Supplement" shall mean the free writing
prospectus dated December 4, 2005 consisting of the preliminary free writing
prospectus, including the base prospectus, dated October 14, 2005 attached
thereto, as supplemented and corrected by that certain free writing prospectus
dated December 13, 2005; "Preliminary Memorandum" shall mean the preliminary
private placement memorandum dated December 13, 2005, relating to the
Non-Registered Certificates, including all annexes thereto; "Memorandum" shall
mean the private placement memorandum dated December 15, 2005, relating to the
Non-Registered Certificates, including all exhibits thereto; "Registered
Certificates" shall mean the Class A-1, Class A-2, Class A-3, Class A-PB, Class
A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E
Certificates; "Non-Registered Certificates" shall mean the Certificates other
than the Registered Certificates; "Computational Materials" shall have the
meaning assigned thereto in the no-action letter dated May 20, 1994 issued by
the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody
& Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action
letter dated May 27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the "Xxxxxx
Letters"); "ABS Term Sheets" shall have the meaning assigned thereto in the
no-action letter dated February 17, 1995 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Xxxxxx Letters, the "No-Action Letters"); "Diskette"
shall mean the diskette or compact disc attached to each of the Prospectus, the
Preliminary Prospectus Supplement and the Memorandum; and "Data File" shall mean
the compilation of information and data regarding the Mortgage Loans covered by
the Agreed Upon Procedures Letters dated December 29, 2005 and rendered by KPMG
LLP and Deloitte & Touche LLP (a "hard copy" of which Data File was initialed on
behalf of the Seller and the Purchaser). "Free Writing Prospectus" shall mean a
"free writing prospectus" as such term is defined pursuant to Rule 405 under the
1933 Act. "Corrected Free Writing Prospectus" shall mean a Free Writing
Prospectus that corrects any previous Free Writing Prospectus prepared by or on
behalf of any Underwriter and delivered to any purchaser that contained any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances in which they were made, not misleading. "Time of Sale" shall mean
the time at which sales to investors of the Certificates were first made as
determined in accordance with Rule 159 of the 1933 Act. "Time of Sale
Information" shall mean a structural and collateral term sheet dated November
18, 2005 and each free writing prospectus listed on Annex B hereto.
(c) As promptly as reasonably practicable after receipt by any
person entitled to indemnification under this Section 7 (an "indemnified party")
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the Seller (the "indemnifying
party") under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
under Section 7(a) (except to the extent that such omission has prejudiced the
indemnifying party in any material respect) or from any liability which it may
have otherwise than under this Section 7. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel selected by the
indemnifying party and reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party or
parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties that are different from
or additional to those available to the indemnifying party, the indemnified
party shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
Purchaser, the Underwriters and the Initial Purchaser, representing all the
indemnified parties under Section 7(a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall only be in respect of the counsel referred to
in such clause (i) or (iii). Unless it shall assume the defense of any
proceeding, an indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party shall indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel or any other expenses for which the indemnifying party is obligated
under this subsection, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. If an indemnifying party assumes the
defense of any proceeding, it shall be entitled to settle such proceeding with
the consent of the indemnified party or, if such settlement provides for an
unconditional release of the indemnified party in connection with all matters
relating to the proceeding that have been asserted against the indemnified party
in such proceeding by the other parties to such settlement, which release does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party without the consent of the
indemnified party.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations (taking into account the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission or
failure to comply, and any other equitable considerations appropriate under the
circumstances). The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties;
provided that no Underwriter or Initial Purchaser shall be obligated to
contribute more than its share of underwriting discounts and commissions and
other fees pertaining to the Certificates less any damages otherwise paid by
such Underwriter or Initial Purchaser with respect to such loss, liability,
claim, damage or expense. It is hereby acknowledged that the respective
Underwriters' and Initial Purchaser's obligations under this Section 7 shall be
several and not joint. For purposes of this Section, each person, if any, who
controls an Underwriter or an Initial Purchaser within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's or Initial
Purchaser's officers and directors, shall have the same rights to contribution
as such Underwriter or Initial Purchaser, as the case may be, and each director
of the Seller and each person, if any who controls the Seller within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Seller.
(e) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(d) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, the Initial Purchaser, any of their respective directors or
officers, or any person controlling the Purchaser, the Underwriters or the
Initial Purchaser, and (iii) acceptance of and payment for any of the
Certificates.
(g) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters, the Initial Purchaser and their
directors, officers and controlling parties shall be third-party beneficiaries
of the provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the Wachovia Mortgage Loan
Balance represents as of the Cut-Off Date Pool Balance): (i) the costs and
expenses of printing and delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a final Prospectus, Term Sheet, Preliminary Prospectus
Supplement, each other Free Writing Prospectus, Preliminary Memorandum and
Memorandum relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iv) the filing
fee charged by the Securities and Exchange Commission for registration of the
Certificates so registered; (v) the fees charged by the Rating Agencies to rate
the Certificates so rated; (vi) the fees and disbursements of a firm of
certified public accountants selected by the Purchaser and the Seller with
respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, the Memorandum and any related
Computational Materials or ABS Term Sheets, including in respect of the cost of
obtaining any "comfort letters" with respect to such items; (vii) the reasonable
out-of-pocket costs and expenses in connection with the qualification or
exemption of the Certificates under state securities or "Blue Sky" laws,
including filing fees and reasonable fees and disbursements of counsel in
connection therewith, in connection with the preparation of any "Blue Sky"
survey and in connection with any determination of the eligibility of the
Certificates for investment by institutional investors and the preparation of
any legal investment survey; (viii) the expenses of printing any such "Blue Sky"
survey and legal investment survey; and (ix) the reasonable fees and
disbursements of counsel to the Underwriters or Initial Purchaser; provided,
however, Seller shall pay (or shall reimburse the Purchaser to the extent that
the Purchaser has paid) the expense of recording any assignment of Mortgage or
assignment of Assignment of Leases as contemplated by Section 2 hereof with
respect to the Seller's Mortgage Loans. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes, and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be possession by the secured party for purposes of perfecting the
security interest pursuant to Section 9-313 of the Uniform Commercial Code of
the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
SECTION 10. Covenants of Purchaser. The Purchaser shall provide the
Seller with all forms of Disclosure Materials (including the final form of the
Memorandum and the preliminary and final forms of the Prospectus Supplement)
promptly upon any such document becoming available.
SECTION 11. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 12. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 13. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 16. Attorneys Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party which
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party which commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 17. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 18. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters and the Initial Purchaser (each as intended third
party beneficiaries hereof) and their permitted successors and assigns, and the
officers, directors and controlling persons referred to in Section 7. This
Agreement is enforceable by the Underwriters, the Initial Purchaser and the
other third party beneficiaries hereto in all respects to the same extent as if
they had been signatories hereof.
SECTION 19. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party, or third party beneficiary,
against whom such waiver or modification is sought to be enforced. No amendment
to the Pooling and Servicing Agreement which relates to defined terms contained
therein, Section 2.01(d) thereof or the repurchase obligations or any other
obligations of the Seller shall be effective against the Seller (in such
capacity) unless the Seller shall have agreed to such amendment in writing.
SECTION 20. Accountants' Letters. The parties hereto shall cooperate
with KPMG LLP and Deloitte & Touche LLP in making available all information and
taking all steps reasonably necessary to permit such accountants to deliver the
letters required by the Underwriting Agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxxx, XX
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx, XX
Title: Vice President
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
WACHOVIA COMMERCIAL MORTGAGE
SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
SCHEDULE I
General Mortgage Representations and Warranties
For purposes of this Schedule I, the phrases "to the knowledge of
the Seller" or "to the Seller's knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf regarding the matters referred to, in each case:
(i) at the time of the Seller's origination or acquisition of the particular
Mortgage Loan, after the Seller having conducted such inquiry and due diligence
into such matters as would be customarily performed by a prudent institutional
commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent
to such origination, the Seller having utilized monitoring practices that would
be utilized by a prudent commercial or multifamily, as applicable, mortgage
lender and having made prudent inquiry as to the knowledge of the servicer
servicing such Mortgage Loan on its behalf. Also, for purposes of these
representations and warranties, the phrases "to the actual knowledge of the
Seller" or "to the Seller's actual knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf without any express or implied obligation to make
inquiry. All information contained in documents which are part of or required to
be part of a Mortgage File shall be deemed to be within the knowledge and the
actual knowledge of the Seller. Wherever there is a reference to receipt by, or
possession of, the Seller of any information or documents, or to any action
taken by the Seller or not taken by the Seller, such reference shall include the
receipt or possession of such information or documents by, or the taking of such
action or the failure to take such action by, the Seller or any servicer acting
on its behalf.
1. The information pertaining to each Mortgage Loan set forth in the Mortgage
Loan Schedule was true and correct in all material respects as of the
Cut-Off Date and included all of the material information required by the
definition of Mortgage Loan Schedule.
2. As of the date of its origination, such Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good and marketable title to, and was the sole owner of,
each Mortgage Loan, and the Seller is transferring such Mortgage Loan free
and clear of any and all liens, pledges, charges, security interests or
any other ownership interests of any nature encumbering such Mortgage
Loan. Upon consummation of the transactions contemplated by the Mortgage
Loan Purchase Agreement, the Seller will have validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and to such
Mortgage Loan (other than those rights to servicing and related
compensation as reflected in the Mortgage Loan Schedule) free and clear of
any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed and there is
no requirement for future advances thereunder.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if a document
separate from the Mortgage) and other agreement executed by the related
Mortgagor in connection with such Mortgage Loan is legal, valid and
binding obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The related Mortgage Note and Mortgage contain no
provision limiting the right or ability of the Seller to assign, transfer
and convey the related Mortgage Loan to any other Person. With respect to
any Mortgaged Property that has tenants, there exists as either part of
the Mortgage or as a separate document, an assignment of leases.
6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, there is no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or
yield maintenance charges, and the Seller has no knowledge of such rights,
defenses or counterclaims having been asserted.
7. Each related assignment of Mortgage and assignment of Assignment of Leases
from the Seller to the Trustee constitutes the legal, valid and binding
first priority assignment from the Seller, except as such enforcement may
be limited by bankruptcy, insolvency, redemption, reorganization,
liquidation, receivership, moratorium or other laws relating to or
affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Each Mortgage and Assignment of Leases is freely
assignable.
8. Each related Mortgage is a valid and enforceable first lien on the related
Mortgaged Property subject only to the exceptions set forth in paragraph
(5) above and the following title exceptions (each such title exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a) the lien
of current real property taxes, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (c)
the exceptions (general and specific) and exclusions set forth in the
applicable policy described in paragraph (12) below or appearing of
record, none of which, individually or in the aggregate, materially and
adversely interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they become
due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly subject,
none of which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (e)
the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is a Crossed
Loan, the lien of the Mortgage for such other Mortgage Loan, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property.
Except with respect to Crossed Loans and as provided below, there are no
mortgage loans that are senior or pari passu with respect to the related
Mortgaged Property or such Mortgage Loan.
9. UCC Financing Statements have been filed and/or recorded (or, if not filed
and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary to perfect a valid security
interest in all items of personal property located on the Mortgaged
Property that are owned by the Mortgagor and either (i) are reasonably
necessary to operate the Mortgaged Property or (ii) are (as indicated in
the appraisal obtained in connection with the origination of the related
Mortgage Loan) material to the value of the Mortgaged Property (other than
any personal property subject to a purchase money security interest or a
sale and leaseback financing arrangement permitted under the terms of such
Mortgage Loan or any other personal property leases applicable to such
personal property), to the extent perfection may be effected pursuant to
applicable law by recording or filing, and the Mortgages, security
agreements, chattel Mortgages or equivalent documents related to and
delivered in connection with the related Mortgage Loan establish and
create a valid and enforceable lien and priority security interest on such
items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditor's rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Notwithstanding any of the foregoing, no representation
is made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such items
or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to
the Cut-Off Date have become delinquent in respect of each related
Mortgaged Property have been paid, or an escrow of funds in an amount
sufficient to cover such payments has been established. For purposes of
this representation and warranty, real estate taxes and governmental
assessments and installments thereof shall not be considered delinquent
until the earlier of (a) the date on which interest and/or penalties would
first be payable thereon and (b) the date on which enforcement action is
entitled to be taken by the related taxing authority.
11. In the case of each Mortgage Loan, one or more engineering assessments
were performed and prepared by an independent engineering consultant firm,
which visited the related Mortgaged Property not more than 12 months prior
to the origination date of the related Mortgage Loan, and, except as set
forth in an engineering report prepared in connection with such
assessment, a copy of which has been delivered to the Purchaser or its
designee, the related Mortgaged Property is, to the Seller's knowledge,
relying solely on the review of such engineering assessment(s), in good
repair, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan. If an engineering
report revealed any such damage or deficiencies, material deferred
maintenance or other similar conditions as described in the preceding
sentence either (1) an escrow of funds equal to at least 125% of the
amount estimated to effect the necessary repairs, or such other amount as
a prudent commercial mortgage lender would deem appropriate under the
circumstances was required or a letter of credit in such amount was
obtained or (2) such repairs and maintenance have been completed. As of
the date of origination of such Mortgage Loan there was no proceeding
pending, and subsequent to such date, the Seller has not received notice
of any pending or threatening proceeding for the condemnation of all or
any material portion of the Mortgaged Property securing any Mortgage Loan.
12. The Seller has received an ALTA lender's title insurance policy or a
comparable form of lender's title insurance policy (or if such policy has
not yet been issued, such insurance may be evidenced by escrow
instructions, a "marked up" pro forma or specimen policy or title
commitment, in either case, marked as binding and countersigned by the
title insurer or its authorized agent at the closing of the related
Mortgage Loan) as adopted in the applicable jurisdiction (the "Title
Insurance Policy"), which to the Seller's knowledge, was issued by a title
insurance company qualified to do business in the jurisdiction where the
applicable Mortgaged Property is located to the extent required, insuring
that the related Mortgage is a valid first lien in the original principal
amount of the related Mortgage Loan on the Mortgagor's fee simple interest
(or, if applicable, leasehold interest) in the portion of the Mortgaged
Property comprised of real estate, subject only to the Title Exceptions.
Such Title Insurance Policy was issued in connection with the origination
of the related Mortgage Loan. No claims have been made under such Title
Insurance Policy. Such Title Insurance Policy is in full force and effect,
provides that the originator of the related Mortgage Loan, its successors
or assigns is the sole named insured, and all premiums thereon have been
paid. The Seller has not done, by act or omission, and the Seller has no
knowledge of, anything that would impair the coverage under such Title
Insurance Policy. Immediately following the transfer and assignment of the
related Mortgage Loan to the Purchaser (including endorsement and delivery
of the related Mortgage Note to the Purchaser and recording of the related
Assignment of Mortgage in favor of Purchaser in the applicable real estate
records), such Title Insurance Policy will inure to the benefit of the
Purchaser without the consent of or notice to the title insurer. Such
Title Insurance Policy contains no material exclusions for, or
affirmatively insures against any losses arising from (other than in
jurisdictions in which affirmative insurance is unavailable) (a) access to
public roads, (b) that there are no material encroachments of any part of
the building thereon over easements and (c) that the land shown on the
survey is the same as the property legally described in the Mortgage.
13. Each Mortgaged Property was covered by (1) a fire and extended perils
included within the classification "All Risk of Physical Loss" insurance
policy in an amount (subject to a customary deductible) at least equal to
the lesser of the replacement cost of improvements located on such
Mortgaged Property, with no deduction for depreciation, or the outstanding
principal balance of the Mortgage Loan and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; (2)
business interruption or rental loss insurance in an amount at least equal
to 12 months of operations of the related Mortgaged Property; and (3)
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property in an amount customarily required by prudent
commercial mortgage lenders, but not less than $1 million. An
architectural or engineering consultant has performed an analysis of each
of the Mortgaged Properties located in seismic zones 3 or 4 in order to
evaluate the structural and seismic condition of such property, for the
sole purpose of assessing the probable maximum loss ("PML") for the
Mortgaged Property in the event of an earthquake. In such instance, the
PML was based on a 475 year lookback with a 10% probability of exceedance
in a 50 year period. If the resulting report concluded that the PML would
exceed 20% of the amount of the replacement costs of the improvements,
earthquake insurance on such Mortgaged Property was obtained by an insurer
rated at least "A-:V" (or the equivalent) by A.M. Best Company or "BBB-"
(or the equivalent) from S&P or Fitch. If the Mortgaged Property is
located in Florida or within 25 miles of the coast of Texas, Louisiana,
Mississippi, Alabama, Georgia, North Carolina or South Carolina such
Mortgaged Property is insured by windstorm insurance in an amount at least
equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the
replacement cost, of the improvements located on the related Mortgaged
Property. Such insurance is required by the Mortgage or related Mortgage
Loan documents and was in full force and effect with respect to each
related Mortgaged Property at origination and to the knowledge of the
Seller, all insurance coverage required under each Mortgage or related
Mortgage Loan documents is in full force and effect with respect to each
related Mortgaged Property; and no notice of termination or cancellation
with respect to any such insurance policy has been received by the Seller;
and except for certain amounts not greater than amounts which would be
considered prudent by a commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related Mortgage or
related Mortgage Loan documents, any insurance proceeds in respect of a
casualty loss will be applied either to (1) the repair or restoration of
the related Mortgaged Property with mortgagee or a third party custodian
acceptable to the mortgagee having the right to hold and disburse the
proceeds as the repair or restoration progresses, other than with respect
to amounts that are customarily acceptable to commercial and multifamily
mortgage lending institutions, or (2) the reduction of the outstanding
principal balance of the Mortgage Loan and accrued interest thereon. To
the Seller's actual knowledge, the insurer with respect to each policy is
qualified to write insurance in the relevant jurisdiction to the extent
required. The insurance policies contain a standard mortgagee clause
naming the originator of the related Mortgage Loan, its successors and
assigns as loss payees in the case of property insurance policies and
additional insureds in the case of liability insurance policies and
provide that they are not terminable and may not be reduced without 30
days prior written notice to the mortgagee (or, with respect to
non-payment of premiums, 10 days prior written notice to the mortgagee) or
such lesser period as prescribed by applicable law. Each Mortgage or
related Mortgage Loan documents require that the Mortgagor maintain
insurance as described above or permits the mortgagee to require insurance
as described above, and permits the mortgagee to purchase such insurance
at the Mortgagor's expense if the Mortgagor fails to do so. Additionally,
for any Mortgage Loan having an unpaid principal balance equal to or
greater than $15,000,000, the Insurer has a claims paying ability rating
from S&P or Fitch of not less than "A-" (or the equivalent) or A.M. Best
of not less than "A-:V" (or the equivalent).
14. (A) Other than payments due but not yet 30 days or more delinquent, there
is no material default, breach, violation or event of acceleration
existing under the related Mortgage or the related Mortgage Note, and to
the Seller's actual knowledge no event (other than payments due but not
yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a material
default, breach, violation or event of acceleration, 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 in any paragraph of this Schedule I or in any
paragraph of Schedule II, and (B) the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note, except for a written waiver contained in the related
Mortgage File being delivered to the Purchaser, and no such waiver has
been granted since the later of: (a) the date upon which the due diligence
file related to the applicable Mortgage Loan was delivered to Cadim TACH
inc., or an affiliate, or (b) the date of the origination of such Mortgage
Loan, and pursuant to the terms of the related Mortgage or the related
Mortgage Note and other documents in the related Mortgage File no Person
or party other than the holder of such Mortgage Note may declare any event
of default or accelerate the related indebtedness under either of such
Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12
months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past
due in respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date,
the Mortgage Rate (exclusive of any default interest, late charges or
prepayment premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage or related Mortgage Loan documents do not provide
for or permit, without the prior written consent of the holder of the
Mortgage Note, each related Mortgaged Property to secure any other
promissory note or obligation except as expressly described in such
Mortgage or related Mortgage Loan documents.
18. Each Mortgage Loan constitutes a "qualified mortgage" within the meaning
of Section 860G(a)(3)of the Code, is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d))
and such interest in real property was the only security for such Mortgage
Loan as of the Testing Date (as defined below), or (2) the fair market
value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of the Mortgage Loan (a)
as of the Testing Date, or (b) as of the Closing Date. For purposes of the
previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be
the date on which the referenced Mortgage Loan was originated unless (a)
such Mortgage Loan was modified after the date of its origination in a
manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b)
such "significant modification" did not occur at a time when such Mortgage
Loan was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its
origination and at a time when such Mortgage Loan was not in default or
when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred. The related Mortgaged Property, if
acquired by a REMIC in connection with the default or imminent default of
such Mortgage Loan and if operated in accordance with Treasury Regulations
Section 1.856-6, would constitute "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code.
19. One or more environmental site assessments or updates thereof (meeting
American Society for Testing and Materials (ASTM) standards) were
performed by an environmental consulting firm independent of the Seller
and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related
Mortgage Loan, and the Seller, having made no independent inquiry other
than to review the report(s) prepared in connection with the assessment(s)
referenced herein, has no actual knowledge and has received no notice of
any material adverse environmental condition or circumstance affecting
such Mortgaged Property that was not disclosed in such report(s). If any
such environmental report identified any Recognized Environmental
Condition (REC), as that term is defined in the Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment
Process Designation: E 1527-00, as recommended by the American Society for
Testing and Materials (ASTM), with respect to the related Mortgaged
Property and the same have not been subsequently addressed in all material
respects, then either (i) an escrow of 100% or more of the amount
identified as necessary by the environmental consulting firm to address
the REC is held by the Seller for purposes of effecting same (and the
borrower has covenanted in the Mortgage Loan documents to perform such
work), (ii) the related borrower or other responsible party having
financial resources reasonably estimated to be adequate to address the REC
is required to take such actions or is liable for the failure to take such
actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation, (iii) the borrower has provided an
environmental insurance policy, (iv) an operations and maintenance plan
has been or will be implemented or (v) such conditions or circumstances
were investigated further and based upon such additional investigation, a
qualified environmental consultant recommended no further investigation or
remediation. All environmental assessments or updates that were in the
possession of the Seller and that relate to a Mortgaged Property insured
by an environmental insurance policy have been delivered to or disclosed
to the environmental insurance carrier or insurance broker issuing such
policy prior to the issuance of such policy. The Mortgage Loan documents
require the borrower to comply with all applicable environmental laws and
each Mortgagor has agreed to indemnify the mortgagee for any losses
resulting from any material, adverse environmental condition or failure of
the Mortgagor to abide by such laws or has provided environmental
insurance.
20. Each related Mortgage and Assignment of Leases, together with applicable
state law, contains customary and enforceable provisions for comparable
mortgaged properties similarly situated such as to render the rights and
remedies of the holder thereof adequate for the practical realization
against the Mortgaged Property of the benefits of the security, including
realization by judicial or, if applicable, non-judicial foreclosure,
subject to the effects of bankruptcy, insolvency, reorganization,
receivership, moratorium, redemption, liquidation or similar law affecting
the right of creditors and the application of principles of equity.
21. No Mortgagor is a debtor in any state or federal bankruptcy or insolvency
proceeding.
22. Each Mortgage Loan is a whole loan (except in respect to each Co-Lender
Loan) and contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or additional
interest in the form of participation in the cash flow of the related
Mortgaged Property or, other than the ARD Loans, provide for negative
amortization. The Seller holds no preferred equity interest.
23. The Mortgage or related Mortgage Loan documents contain a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without the prior written
consent of the holder of the Mortgage, either the related Mortgaged
Property, or any equity interest in the related Mortgagor, is directly or
indirectly transferred, sold or pledged, other than by reason of family
and estate planning transfers, transfers of less than a controlling
interest (as such term is defined in the related Mortgage Loan documents)
in the Mortgagor, issuance of non-controlling new equity interests,
transfers to an affiliate meeting the requirements of the Mortgage Loan,
transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to Crossed
Loans or multi-property Mortgage Loans or transfers of a similar nature to
the foregoing meeting the requirements of the Mortgage Loan (such as
pledges of ownership interests that do not result in a change of control).
The Mortgage or related Mortgage Loan documents require the Mortgagor to
pay all reasonable fees and expenses associated with securing the consents
or approvals described in the preceding sentence including the cost of any
required counsel opinions relating to REMIC or other securitization and
tax issues and any applicable Rating Agency fees.
24. Except as set forth in the related Mortgage File, the terms of the related
Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner
which materially interferes with the security intended to be provided by
such Mortgage and no such waiver, modification, alteration, satisfaction,
impairment, cancellation, subordination or rescission has occurred since
the date upon which the due diligence file related to the applicable
Mortgage Loan was delivered to Cadim TACH inc., or an affiliate.
25. Each related Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12 month period prior to the
related origination date.
26. Since origination, no material portion of the related Mortgaged Property
has been released from the lien of the related Mortgage, in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage. The terms of the related Mortgage or related Mortgage Loan
documents do not provide for release of any material portion of the
Mortgaged Property from the lien of the Mortgage except (a) in
consideration of payment therefor of not less than 125% of the related
allocated loan amount of such Mortgaged Property, (b) upon payment in full
of such Mortgage Loan, (c) upon defeasance permitted under the terms of
such Mortgage Loan by means of substituting for the Mortgaged Property
(or, in the case of a Mortgage Loan secured by multiple Mortgaged
Properties, one or more of such Mortgaged Properties) "government
securities", as defined in the Investment Company Act of 1940, as amended,
sufficient to pay the Mortgage Loan in accordance with its terms, (d) upon
substitution of a replacement property with respect to such Mortgage Loan
as set forth on Schedule 26, (e) where release is conditional upon the
satisfaction of certain objective underwriting and legal requirements, the
satisfaction of which would be acceptable to a reasonably prudent
commercial mortgage lender and the payment of a release price that
represents at least 125% of the appraised value of such Mortgaged Property
or (f) releases of unimproved out-parcels or other portions of the
Mortgaged Property which will not have a material adverse effect on the
underwritten value of the security for the Mortgage Loan and which were
not afforded any value in the appraisal obtained at the origination of the
Mortgage Loan.
27. To the Seller's knowledge, as of the date of origination of such Mortgage
Loan, based on an opinion of counsel, an endorsement to the related title
policy, a zoning letter or a zoning report, and, to the Seller's
knowledge, as of the Cut-Off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property, the improvements thereon or the use and occupancy
thereof which would have a material adverse effect on the value, operation
or net operating income of the Mortgaged Property which are not covered by
title insurance. Any non-conformity with zoning laws constitutes a legal
non-conforming use or structure which, in the event of casualty or
destruction, may be restored or repaired to the full extent of the use or
structure at the time of such casualty, or for which law and ordinance
insurance coverage has been obtained in amounts customarily required by
prudent commercial mortgage lenders, or such non-conformity does not
materially and adversely affect the use, operation or value of the
Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title policy
referred to herein obtained in connection with the origination of each
Mortgage Loan, none of the material improvements which were included for
the purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by title insurance) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by title insurance).
29. Each Mortgage Loan with an original principal balance over $5,000,000
requires the Mortgagor to be for at least for so long as the Mortgage Loan
is outstanding and, to Seller's actual knowledge, each Mortgagor is, a
Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a
person, other than an individual, whose organizational documents provide,
or which entity represented and covenanted in the related Mortgage Loan
documents, substantially to the effect that such Mortgagor (i) does not
and will not have any material assets other than those related to its
interest in such Mortgaged Property or Properties or the financing
thereof; (ii) does not and will not have any indebtedness other than as
permitted by the related Mortgage or other related Mortgage Loan
documents; (iii) maintains its own books, records and accounts, in each
case which are separate and apart from the books, records and accounts of
any other person; and (iv) holds itself out as being a legal entity,
separate and apart from any other person. With respect to each Mortgage
Loan with an original principal balance over $15,000,000, the
organizational documents of the related Mortgagor provide substantially to
the effect that such Mortgagor (i) does not and will not have any material
assets other than those related to its interest in such Mortgaged Property
or Properties or the financing thereof; (ii) does not and will not have
any indebtedness other than as permitted by the related Mortgage or other
related Mortgage Loan documents; (iii) maintains its own books, records
and accounts, in each case which are separate and apart from the books,
records and accounts of any other person; and (iv) holds itself out as
being a legal entity, separate and apart from any other person. Each such
Mortgage Loan having an original principal balance of $20,000,000 or more
has a counsel's opinion regarding non-consolidation of the Mortgagor in
any insolvency proceeding involving any other party. The organizational
documents of any Mortgagor on a Mortgage Loan having an original principal
balance of $15,000,000 or more which is a single member limited liability
company provide that the Mortgagor shall not dissolve or liquidate upon
the bankruptcy, dissolution, liquidation or death of the sole member. With
respect to any such single member limited liability company, which is the
Mortgagor on a Mortgage Loan having an original principal balance of
$15,000,000 or more, the Mortgage Loan has an opinion of such Mortgagor's
counsel confirming that the law of the jurisdiction in which such single
member limited liability company was organized permits such continued
existence upon such bankruptcy, dissolution, liquidation or death of the
sole member of the Mortgagor.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to
the Seller's actual knowledge, no funds have been received from any Person
other than the Mortgagor, for or on account of payments due on the
Mortgage Note or the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as of
the Cut-Off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which
could reasonably be expected to materially and adversely affect such
Mortgagor's ability to pay principal, interest or any other amounts due
under such Mortgage Loan or the security intended to be provided by the
Mortgage Loan documents or the current use of the Mortgaged Property.
32. As of the date of origination, and, to the Seller's actual knowledge, as
of the Cut-Off Date, if the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has either
been properly designated and serving under such Mortgage or may be
substituted in accordance with the Mortgage and applicable law.
33. The Mortgage Loan and the interest (exclusive of any default interest,
late charges or prepayment premiums) contracted for on such Mortgage Loan
(other than an ARD Loan after the Anticipated Repayment Date) complied as
of the date of origination with, or is exempt from, applicable state or
federal laws, regulations and other requirements pertaining to usury.
34. Except with respect to the Companion Loan of any Co-Lender Loan, the
related Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Crossed Loan is
cross-collateralized only with other Mortgage Loans sold pursuant to this
Agreement.
35. The improvements located on the Mortgaged Property are either not located
in a federally designated special flood hazard area or, if so located, the
Mortgagor is required to maintain or the mortgagee maintains, flood
insurance with respect to such improvements and such policy is in full
force and effect in an amount no less than the lesser of (i) the original
principal balance of the Mortgage Loan, (ii) the value of such
improvements on the related Mortgaged Property located in such flood
hazard area or (iii) the maximum allowed under the related federal flood
insurance program.
36. All escrow deposits and payments required pursuant to the Mortgage Loan as
of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, are in the
possession, or under the control, of the Seller or its agent and there are
no deficiencies in connection therewith.
37. To the Seller's actual knowledge, based on the due diligence customarily
performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to
the related geographic area and properties comparable to the related
Mortgaged Property, as of the date of origination of the Mortgage Loan,
the related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property by the related
Mortgagor, and, as of the Cut-Off Date, the Seller has no actual knowledge
that the related Mortgagor, the related lessee, franchisor or operator was
not in possession of such licenses, permits and authorizations. The
Mortgage Loan documents require the borrower to maintain all such
licenses, permits, authorizations and franchises.
38. The origination (or acquisition, as the case may be), servicing and
collection practices used by the Seller with respect to the Mortgage Loan
have been in all respects legal and have met customary industry standards
for servicing of commercial mortgage loans for conduit loan programs.
39. Except for Mortgagors under Mortgage Loans the Mortgaged Property with
respect to which includes a Ground Lease, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
40. The Mortgage Loan documents for each Mortgage Loan provide that each
Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor and an additional guarantor who is a natural person
accepts responsibility for fraud and/or other intentional material
misrepresentation and environmental indemnity. Furthermore, the Mortgage
Loan documents for each Mortgage Loan provide that the related Mortgagor
and an additional guarantor, who is a natural person, shall be liable to
the lender for losses incurred due to the misapplication or
misappropriation of rents collected in advance or received by the related
Mortgagor after the occurrence of an event of default and not paid to the
Mortgagee or applied to the Mortgaged Property in the ordinary course of
business, misapplication or conversion by the Mortgagor of insurance
proceeds or condemnation awards or breach of the environmental covenants
in the related Mortgage Loan documents.
41. Subject to the exceptions set forth in paragraph (5) and upon possession
of the Mortgaged Property as required under applicable state law, the
Assignment of Leases set forth in the Mortgage or separate from the
related Mortgage and related to and delivered in connection with each
Mortgage Loan establishes and creates a valid, subsisting and enforceable
lien and security interest in the related Mortgagor's interest in all
leases, subleases, licenses or other agreements pursuant to which any
Person is entitled to occupy, use or possess all or any portion of the
real property.
42. With respect to such Mortgage Loan, any prepayment premium and Yield
Maintenance Charge constitutes a "customary prepayment penalty" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
43. If such Mortgage Loan contains a provision for any defeasance of mortgage
collateral, such Mortgage Loan permits defeasance (1) no earlier than two
years after the Closing Date and (2) only with substitute collateral
constituting "government securities" within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all
scheduled payments under the Mortgage Note. Such Mortgage Loan was not
originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages. In addition, if such
Mortgage contains such a defeasance provision, it provides (or otherwise
contains provisions pursuant to which the holder can require) that an
opinion be provided to the effect that such holder has a first priority
perfected security interest in the defeasance collateral. The related
Mortgage Loan documents permit the lender to charge all of its expenses
associated with a defeasance to the Mortgagor (including rating agencies'
fees, accounting fees and attorneys' fees), and provide that the related
Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain
certain provisions pursuant to which the lender can require) (a) an
accountant's certification as to the adequacy of the defeasance collateral
to make payments under the related Mortgage Loan for the remainder of its
term, (b) an Opinion of Counsel that the defeasance complies with all
applicable REMIC Provisions, and (c) assurances from the Rating Agencies
that the defeasance will not result in the withdrawal, downgrade or
qualification of the ratings assigned to the Certificates. Notwithstanding
the foregoing, some of the Mortgage Loan documents may not affirmatively
contain all such requirements, but such requirements are effectively
present in such documents due to the general obligation to comply with the
REMIC Provisions and/or deliver a REMIC Opinion of Counsel.
44. 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.
45. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
46. Except with respect to the Companion Loan of any Co-Lender Loan, none of
the Mortgaged Properties is encumbered, and none of the Mortgage Loan
documents permits the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the
holder thereof, by any lien securing the payment of money junior to or of
equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmens liens that become payable after the Cut-Off Date of the
related Mortgage Loan).
47. Each related Mortgaged Property constitutes one or more complete separate
tax lots (or the related Mortgagor has covenanted to obtain separate tax
lots and a Person has indemnified the mortgagee for any loss suffered in
connection therewith or an escrow of funds in an amount sufficient to pay
taxes resulting from a breach thereof has been established) or is subject
to an endorsement under the related title insurance policy.
48. An appraisal of the related Mortgaged Property was conducted in connection
with the origination of such Mortgage Loan; and such appraisal satisfied
either (A) the requirements of the "Uniform Standards of Professional
Appraisal Practice" as adopted by the Appraisal Standards Board of the
Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act or 1989, in either case
as in effect on the date such Mortgage Loan was originated.
49. In the origination and servicing of the Mortgage Loan, neither Seller nor
any prior holder of the Mortgage Loan participated in any fraud or
intentional material misrepresentation with respect to the Mortgage Loan.
To Seller's knowledge, no Mortgagor or guarantor originated a Mortgage
Loan.
50. Each Mortgage or related Mortgage Loan documents require the Mortgagor
upon request to provide the owner or holder of the Mortgage with quarterly
(except for some Mortgage Loans with an original principal balance less
than $5,000,000) and annual operating statements (or a balance sheet and
statement of income and expenses, rent rolls (if there is more than one
tenant) and related information, which annual financial statements for all
Mortgage Loans with an outstanding principal balance greater than
$20,000,000 are required to be audited by an independent certified public
accountant.
51. Each Mortgaged Property is served by public utilities, water and sewer (or
septic facilities) and otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized.
52. If the Mortgaged Property securing any Mortgage Loan is covered by a
secured creditor policy, then:
(a) the Seller:
(i) has disclosed, or is aware that there has been
disclosed, in the application for such policy or
otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy)
identified in any environmental reports related to such
Mortgaged Property which are in the Seller's possession
or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer
or its agent under such policy copies of all
environmental reports in the Seller's possession related
to such Mortgaged Property;
in each case, with respect to (i) or (ii), to the extent
required by such policy or to the extent the failure to make
any such disclosure or deliver any such report would
materially and adversely affect the Mortgagor's ability to
recover under such policy;
(b) all premiums for such insurance have been paid;
(c) such insurance is in full force and effect;
(d) such insurance has a term of at least 5 years beyond the
maturity date (or the Anticipated Repayment Date for ARD Loans) of such Mortgage
Loan;
(e) an environmental report, a property condition report or an
engineering report was prepared that included an assessment for lead-based paint
("LBP") (in the case of a multifamily property built prior to 1978),
asbestos-containing materials ("ACM") (in the case of any property built prior
to 1985) and radon gas ("RG") (in the case of a multifamily property) at such
Mortgaged Property and (ii) if such report disclosed the existence of a material
and adverse LBP, ACM or RG environmental condition or circumstance affecting
such Mortgaged Property, then, except as otherwise described on Schedule II, (A)
the related Borrower was required to remediate such condition or circumstance
prior to the closing of the subject Mortgage Loan, or (B) the related Borrower
was required to provide additional security reasonably estimated to be adequate
to cure such condition or circumstance, or (C) such report did not recommend any
action requiring the expenditure of any material funds and the related Mortgage
Loan documents require the related Borrower to establish an operations and
maintenance plan with respect to such condition or circumstance after the
closing of such Mortgage Loan; and
(f) rights under such policy inure to the benefit of the Purchaser.
53. Each Mortgage Loan is secured by the fee interest in the related
Mortgaged Property, except with respect to loan numbers 3, 7 and 104 listed on
the Mortgage Loan Schedule, which Mortgage Loans are secured by the interest of
the related Mortgagor as a lessee under a ground lease of a Mortgaged Property
(a "Ground Lease") (the term Ground Lease shall mean such ground lease, all
written amendments and modifications, and any related estoppels or agreements
from the ground lessor and, in the event the Mortgagor's interest is a ground
subleasehold, shall also include not only such ground sublease but also the
related ground lease) (or, with respect to loan number 3, which Mortgage Loan is
secured by fee interests with respect to certain of the related Mortgaged
Properties and ground leases with respect to other of the related Mortgaged
Properties), but not by the related fee interest in such Mortgaged Property (the
"Fee Interest") and:
(a) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage or, if consent of the lessor thereunder
is required, it has been obtained prior to the Closing Date, and does not
restrict the use of the related Mortgaged Property by such lessee, its
successors or assigns, in a manner that would materially adversely affect the
security provided by the related Mortgage; and there has been no material change
in the terms of such Ground Lease since its recordation, with the exception of
written instruments which are a part of the related Mortgage File;
(b) Such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than the
related Fee Interest and Title Exceptions;
(c) The Mortgagor's interest in such Ground Lease is assignable to
the mortgagee and its successors and assigns upon notice to, but without the
consent of, the lessor thereunder (or, if such consent is required, it has been
obtained prior to the Cut-Off Date) and, in the event that it is so assigned, is
further assignable by the mortgagee and its successors and assigns upon notice
to, but without the need to obtain the consent of, such lessor (or, if such
consent is required, it has been obtained prior to the Cut-Off Date);
(d) As of the Closing Date such Ground Lease is in full force and
effect, and the Seller has not received notice (nor is the Seller otherwise
aware) that any default has occurred under such Ground Lease as of the Cut-Off
Date;
(e) Seller or its agent has provided the lessor under the Ground
Lease with notice of its lien, and such Ground Lease requires the lessor to give
notice of any default by the lessee to the mortgagee, and such Ground Lease,
further provides that no notice of termination given under such Ground Lease is
effective against such mortgagee unless a copy has been delivered to such
mortgagee in the manner described in such Ground Lease;
(f) The mortgagee under such Mortgage Loan is permitted a reasonable
opportunity to cure any default under such Ground Lease (including where
necessary, sufficient time to gain possession of the interest of the lessee
under the Ground Lease), which is curable after the receipt of written notice of
any such default, before the lessor thereunder may terminate such Ground Lease,
and all of the rights of the Mortgagor under such Ground Lease and the related
Mortgage (insofar as it relates to the Ground Lease) may be exercised by or on
behalf of the mortgagee;
(g) Such Ground Lease has a current term (including one or more
optional renewal terms, which, under all circumstances, may be exercised, and
will be enforceable, by the Seller, its successors or assigns) which extends not
less than 10 years beyond the amortization term of the related Mortgage Loan;
(h) Such Ground Lease requires the lessor to enter into a new lease
with the mortgagee under such Mortgage Loan upon termination of such Ground
Lease for any reason, including rejection of such Ground Lease in a bankruptcy
proceeding;
(i) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds or condemnation award will be
applied either (i) to the repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee under such Mortgage Loan or a trustee
appointed by it having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in such cases where a provision
entitling another party to hold and disburse such proceeds would not be viewed
as commercially unreasonable by a prudent commercial mortgage lender), or (ii)
to the payment of the outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender; and the lessor thereunder is not permitted, in the absence of
an uncured default, to disturb the possession, interest or quiet enjoyment of
any lessee in the relevant portion of the Mortgaged Property subject to such
Ground Lease for any reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage; and
(k) Such Ground Lease may not be amended or modified without the
prior consent of the mortgagee under such Mortgage Loan and any such action
without such consent is not binding on such mortgagee, its successors or
assigns.
SCHEDULE II
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
Exception to Representation 8
Loans Description of Exception
--------------------------------------------------------------------------------
1 Hyatt Center This Mortgage Loan is
cross-collateralized and
cross-defaulted with its related pari
passu Companion Loan, which is not
included in the Mortgage Pool. In
addition, the pari passu Companion
Loan is secured by the same Mortgaged
Property and the same Mortgage Loan
securing this Mortgage Loan.
--------------------------------------------------------------------------------
64 Motel Pool I Certain franchisors and/or property
90.01 Best Western - Grand Forks, ND managers of the Mortgaged Property
90.04 Settle Inn - Kaukauna, WI have been granted a right of first
90.05 Super 8 - Xxxxxx, NE refusal to purchase the related
Mortgaged Property under the terms of
their respective franchise agreement
and/or property management agreement.
Each right of first refusal is
subordinate to the related Mortgage
and is not exercisable in a
foreclosure sale.
--------------------------------------------------------------------------------
Exceptions to Representation 11
LOANS Description of Exception
--------------------------------------------------------------------------------
90.01 Best Western - Grand Forks, ND A repair reserve in the amount of
$53,000 has been established to address
certain contracted repairs which is
approximately 110% of the amount of
such contracts. In addition, a repair
reserve in the amount of $17,500 has
been established to address certain
non-contracted repairs which amount is
approximately 125% of the cost of such
repairs.
--------------------------------------------------------------------------------
Exceptions to Representation 13
Loans Description of Exception
--------------------------------------------------------------------------------
13 Britannia Business Center II Borrower has provided a blanket
16 Britannia Business Center III insurance policy with respect to both
of these Mortgaged Properties and with
respect to another property that is
not included in the Trust Fund with an
aggregate limit of $200 million.
--------------------------------------------------------------------------------
4 Extra Space PRISA Pool Borrower is entitled to hold any
insurance proceeds so long as it is
possible to restore the related
Mortgaged Property.
--------------------------------------------------------------------------------
4 Extra Space PRISA Pool The related Mortgage Loan documents
only require the borrower to give the
mortgagee 10 days written notice prior
to policy termination.
--------------------------------------------------------------------------------
6 Xxxxxxx Building A lessee of the Mortgaged Property
rather than the Mortgagor is required
to maintain insurance coverage with
respect to the related Mortgaged
Property for so long as that lessee
meets the requirements of its lease.
--------------------------------------------------------------------------------
6 Xxxxxxx Building Any insurance proceeds from a casualty
or condemnation are managed pursuant
to a lease of the Mortgaged Property
and may not be available to mortgagee
if it is possible to restore the
related Mortgaged Property.
--------------------------------------------------------------------------------
6 Xxxxxxx Building Each Mortgaged Property is
00 Xxxxxxx 0 Xxxxxx, XX self-insured.
83 Kohl's - Wadsworth, OH
103 Walgreens - Metairie, LA
000 Xxxxx - Xxxx Xxxxx Xxxx, XX
000 Xxxxxx Xxxxxx - Xxxxxxxxxx, XX
000 Xxxxxxxxx - Xxxxxxx, XX
000 Xxxxxxxxx - Xxxxxxx, XX
(Hillcroft Avenue)
000 Xxxxxxxxx - Xxxxxxxx, XX
000 Xxxxxxxxx - Xxxxx Xxxxxxxxxx, XX
000 Xxxxxxxxx - Xxxxxxxxxx, XX
125 CVS - Winter Haven, FL
127 Walgreens - Xxxxxx County, TX
000 Xxxxxxxxx - Xxxxx Xxxxxx, XX
000 Xxxxxxxxx - Xxxxxx, XX
000 Xxxxxxxxx - Xxxxxxxxxxx, XX
000 Xxxx'x - Xxxxxx, XX
000 Xxxx'x - Xxxxx Xxxx, XX
150 Conn's - Hurst, TX
151 Rite Aid - Wheelersburg, OH
--------------------------------------------------------------------------------
64 Motel Pool I All insurance requirements specified
90 Motel Pool II under each Mortgage may not, as of the
date of origination or thereafter,
have been required to be satisfied in
every respect; however, the coverages
specifically enumerated in
Representation 13 were in place at
origination, and to Seller's actual
knowledge, remain in place except as
otherwise indicated in the exceptions
to this Representation 13.
--------------------------------------------------------------------------------
64 Motel Pool I In determining the replacement cost of
90 Motel Pool II the FF&E for each hotel property,
Originator relied on the insurance
agent's calculations for FF&E using a
fixed figure per room, rather than the
appraiser's estimate based on a flat
percentage of construction costs.
--------------------------------------------------------------------------------
Exceptions to Representation 23
Loans Description of Exception
--------------------------------------------------------------------------------
2 Tropicana Springs Borrower is permitted to transfer
13 Britannia Business Center II tenant in common interests subject to
16 Britannia Business Center III conditions set forth in the Mortgage
00 Xxxxxxxx Xxxxxxxx Xxxx Loan documents.
80 Villa Sierra Apartments
111 Wyndchase Apartments
--------------------------------------------------------------------------------
Exceptions to Representation 26
--------------------------------------------------------------------------------
Loans Description of Exception
--------------------------------------------------------------------------------
4 Extra Space PRISA Pool The related Mortgage Loan documents
0 Xxxxx Xxxxxx xx Xxxxx Xxxxx permit a portion of the Mortgaged
72 White Stone Center Property to be released, subject to
90.01 Best Western - Grand Forks, ND certain conditions set forth therein.
90.05 Super 8 - Xxxxxx, NE
--------------------------------------------------------------------------------
4 Extra Space PRISA Pool The related Mortgage Loan documents
33 Walmart - Hazard, KY permit a portion of the Mortgaged
000 Xxxxxxxxx - Xxxxxxxxxx, XX Property to be substituted, subject to
125 CVS - Winter Haven, FL several conditions set forth therein.
000 Xxxxxxxxx - Xx. Xxxxxx, XX
000 Xxxxxxxxx - Xxxxxx, XX
000 Xxxxxxxxx - Xxxxxxxxxxx, XX
000 Xxxx'x - Xxxxxx Xxxxx
000 Xxxx'x Xxxxx Xxxx, XX
150 Conn's - Hurst, TX
151 Rite Aid - Wheelersburg, OH
--------------------------------------------------------------------------------
72 White Stone Center The related Mortgage Loan documents
permit borrower to obtain a release
from the lien with respect to
after-acquired parcels.
--------------------------------------------------------------------------------
Exceptions to Representation 27
Loans Description of Exception
--------------------------------------------------------------------------------
69 Citifront Apartments The related Mortgaged Property is
111 Wyndchase Apartments non-conforming.
--------------------------------------------------------------------------------
Exceptions to Representation 29
--------------------------------------------------------------------------------
Loans Description of Exception
--------------------------------------------------------------------------------
7 Metro Pointe at South Coast The Mortgagee has waived the
10 000 Xxxxxx Xxxxxx requirements for a non-consolidation
00 Xxxxxxxx Xxxx opinion.
00 Xxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxxx Apartment
20 Hamburg Village Shopping Center
23 The Shoppes at Eastchase & the
Plaza at Eastchase
31 One Riverfront Plaza
50 One Grumman Road West
87 Oak Grove Market
--------------------------------------------------------------------------------
Exceptions to Representation 35
Loans Description of Exception
--------------------------------------------------------------------------------
69 Citifront Apartments At the time at which the related
88 Colonie Apartments mortgage loan was originated borrower
had not obtained flood insurance in
connection with the Mortgaged
Property. Borrower was required to
obtain such insurance within 30 days of
the origination date of the related
Mortgage Loan.
--------------------------------------------------------------------------------
Exceptions to Representation 40
--------------------------------------------------------------------------------
Loans Description of Exception
--------------------------------------------------------------------------------
2 Westin Casuarina Hotel & Spa The guarantor for each of these
3 Abbey II Pool Mortgaged Properties is not a natural
5 200 Four Falls Corporate Center person.
6 Xxxxxxx Building
9 One & Xxxxx Xxxxxx
00 000 Xxxxxx Xxxxxx
13 Britannia Business Center II
16 Britannia Business Center III
00 Xxxxxxxxxx Xxxxxx Apartments
31 Xxx Xxxxxxxxxx Xxxxx
00 Xxxxxxx - Xxxxxx, XX
38 The Timbers Apartments
43 Marriott - Oklahoma City, OK
00 Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx Xxxxxxxxxx
00 Virginia Office Pool
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx
00 Xxxxxxx Xxx - Xxxxxxx, XX
00 Xxxxxxx Xxx Xxxxxx - Xxxxxxx, XX
70 Wellington Farms Apartments
71 Scripps Ranch Marketplace II
00 Xxxxxxx Xxxxxxxx Xxxxxxxxxx
00 Xxxxx Xxxxxx Mall
100 U.S. Storage Center - Long
Beach, CA
104 Kmart - West St. Xxxx, MN
109 000 Xxxxxxxxxxxxx Xxxxx
000 Xxxx Xxxxxxxxx - Xxxxxxxxxx, XX
125 CVS Winter Haven FL
000 Xxxxxxxxx - Xx. Xxxxxx, XX
000 Xxxxxx Xxxxx Xxxxxxxxxx
000 X.X. Xxxxxxx Xxxxxx - Xxxxxxx,
XX
000 Xxxxxxxxx - Xxxxxx, XX
000 Xxxxxxxxx - Xxxxxxxxxxx, XX
000 Xxxx'x Xxxxxx XX
000 Xxxx'x Xxxxx Xxxx, XX
000 Xxxx'x Xxxxx, XX
151 Rite Aid - Wheelersburg, OH
--------------------------------------------------------------------------------
1 Hyatt Center There is no third-party guarantor with
4 Extra Space PRISA Pool respect to the related Mortgage Loans.
7 Metro Pointe at Xxxxx Xxxxx
0 Xxxxx Xxxxx Xxxx
11 Knollwood Mall
00 Xxxxxxxxx Xxx - Xxxxxxx Xxxxx, XX
17 Greenery Mall
23 Shoppes at Eastchase & The
Plaza at Eastchase
42 Dublin Place Shopping Center
53 Yamato Office Center
54 Colonnades West Shopping Center
62 1201 Broadway
00 Xxxxxxx Xxxxxxxx Xxxxxx
00 Xxx Xxxxx Market
--------------------------------------------------------------------------------
30 Mansions in the Park A demand note has been executed with
36 Sugar Mill Apartments respect to the following Mortgage
51 Carriage Oaks Apartments Loans in lieu of the requirement of a
75 Colonial Estates Apartments third party guarantor.
--------------------------------------------------------------------------------
25 Xxxxxx Town Center The requirement of an exception for
28 Price Plaza Center the non-recourse nature of the
40 Chloe Foods mortgage loan related to environmental
61 Camino Real Apartments provisions was waived and borrower was
instead allowed to provide an
environmental insurance policy.
--------------------------------------------------------------------------------
64 Motel Pool I The Borrower is liable to mortgagee
90 Motel Pool II for losses incurred due to the
misapplication of rents only with
respect to rents received by the
Borrower or any guarantor after
mortgagee makes written demand
therefor pursuant to any loan document.
--------------------------------------------------------------------------------
64 Motel Pool I The Mortgage Loan does not require, as
90 Motel Pool II a condition to a defeasance, that the
defeasance be permitted only to
facilitate the disposition or
refinancing of the Mortgaged Property
and not as a part of an arrangement to
collateralize a REMIC offering with
obligations that are not real estate
mortgages.
--------------------------------------------------------------------------------
Exceptions to Representation 46
Loans Description of Exception
--------------------------------------------------------------------------------
0 Xxxxx Xxxxxx xx Xxxxx Xxxxx The related Mortgage Loan documents
20 Hamburg Village Shopping Center permit future subordinate debt secured
69 Citifront Apartments by the Mortgaged Property, subject to
71 Scripps Ranch Marketplace II certain conditions set forth therein.
72 White Stone Center
--------------------------------------------------------------------------------
13 Britannia Business Center II The related Mortgaged Property is
25 Xxxxxx Town Center encumbered by secured subordinate debt
28 Price Plaza Center separate from its related Companion
69 Citifront Apartment Loan.
--------------------------------------------------------------------------------
Exception to Representation 47
Loans Description of Exception
--------------------------------------------------------------------------------
104 Kmart - West St. Xxxx, MN Borrower has agreed that separate tax
parcels are to be created with respect
to the related Mortgaged Property.
--------------------------------------------------------------------------------
55 Vineyard Village Apartments A portion of the Mortgaged Property is
contained in a neighboring tax parcel.
--------------------------------------------------------------------------------
Exceptions to Representation 50
Loans Description of Exception
--------------------------------------------------------------------------------
6 Xxxxxxx Building The related Mortgage Loan documents do
0 Xxxxx Xxxxxx xx Xxxxx Xxxxx not require quarterly operating
18 Park Ridge Apartments statements.
23 The Shoppes at Eastchase & the
Plaza at Eastchase
33 Walmart - Hazard, KY
70 Wellington Farms Apartments
71 Scripps Ranch Marketplace II
83 Kohl's - Wadsworth, OH
00 Xxxx Xxxxx Xxxx
000 Xxxxxxxxx - Xxxxxxxx, XX
--------------------------------------------------------------------------------
1 Hyatt Center The related Mortgage Loan documents do
3 Abbey II Pool not require audited annual operating
4 Extra Space PRISA Pool statements.
6 Xxxxxxx Building
10 000 Xxxxxx Xxxxxx
13 Britannia Business Center II
14 Xxxxxxxx Phoenix Pool
00 Xxxxxxxxx Xxx - Xxxxxxx Xxxxx, XX
16 Britannia Business Center III
00 Xxxxxxxx Xxxx
00 Xxxxxxx Xxxxxxx Shopping Center
23 The Shoppes at Eastchase and
the Plaza at Eastchase
25 Xxxxxx Town Center
30 Mansions in the Park
106 00 Xxxxx Xxxxxxxx
--------------------------------------------------------------------------------
00 Xxxxxxxxxx Xxxxxx Apartments The related Mortgage Loan documents
provide that borrower may deliver a
balance sheet with respect to the
property on an annual basis in lieu of
annual financial statements. The
related Mortgage Loan documents also
provide for waiver of this requirement
prior to the first sale of the
Mortgaged Property.
--------------------------------------------------------------------------------
Exception to Representation 52
Loan Description of Exception
--------------------------------------------------------------------------------
25 Xxxxxx Town Center No representation is made with respect
28 Price Plaza Center to the environmental policy. The
61 Camino Real Apartments policy was provided in lieu of a
62 1201 Broadway guarantee, not to mitigate known or
potential environmental matters.
--------------------------------------------------------------------------------
EXHIBIT A
Mortgage Loan Schedule
Morgage Loan
Loan Group
Number Number Property Name Address
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 00 Xxxxx Xxxxxx Xxxxx
2 1 Westin Casuarina Hotel & Spa 000 Xxxx Xxxxxxxx Xxxx
3 1 Abbey II Pool Various
3.01 Xxxxxxxx Parkway Medical Center 0000 Xxxxxxxx Xxxxxxx
3.02 Upland Freeway Center 0000-0000 Xxxx 0xx Xxxxxx
3.03 Aliso Viejo Commerce Center 27782-27832 Aliso Creek Road
3.04 Wimbledon Village 12276-12550 Xxxxxxxx Xxxx
0.00 Xxxxxxx One Office Building(2) 0000 Xxxxxx Xxxxxxx Xxxxx
3.06 Cityview Plaza Office Park 12361-12465 Xxxxx Street
3.07 Commerce Corporate Center 0000 X. Xxxxxxx Xxxxxx
3.08 Ming Office Park 0000 Xxxx Xxxxxx
3.09 Xxxxxx Valley Commerce Center 23890-23962 Alessandro Boulevard
3.10 Glendora Commerce Center(2) 0000-0000 Xxxxx Xxxxxx
3.11 La Mirada Commerce Center 14670-14770 East Firestone Boulevard
3.12 Abbey Center 340, 400 & 000 Xxxxx Xxxxxxx Xxxxx
3.13 Arlington II - Riverside 0000 Xxxxxxxxx Xxxxxx
3.14 Fresno Airport (Gateway Plaza)(2) 0000-0000 Xxxxxxx Xxxxxxxxx
3.15 Palm Springs Airport 255 and 000 X. Xx Xxxxx Xxxx
0.00 Xx. Xxxxxx Commerce Center 000 Xxxxx Xx. Xxxxxx Xxxxxx
4 1 Extra Space PRISA Pool Various
4.01 Extra Space PRISA - Brooklyn, NY 000 00xx Xxxxxx
4.02 Extra Space PRISA - Alexandria, VA 0000 Xxxxx Xxxxx Xxxxxx
4.03 Extra Space PRISA - Xxxxxxxx Xxxxxxx, XX 00000 South Norwalk Boulevard
4.04 Extra Space PRISA - Miami, FL (Coral Way) 0000 Xxxxx Xxx
4.05 Extra Space PRISA - Hicksville, NY 000 Xxxxx Xxxxxxxx
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street) 0000 Xxxxx Xxxx Xxxxxx
4.07 Extra Space PRISA - Santa Cruz, CA 0000 Xxxxxx Xxxxxx
4.08 Extra Space PRISA - Fredericksburg, VA 0000 Xxxxx Xxxx
4.09 Extra Space PRISA - Santa Fe, NM 000 Xxxx Xxx Xxxxx Xxxx
4.1 Extra Space PRISA - Birmingham, AL 000 Xxxxx Xxxxx Xxxx
4.11 Extra Space PRISA - Kingston, NY 000 Xxxxxxx Xxxx
4.12 Extra Space PRISA - Ridge, NY 00 Xxxxxxx Xxxxxx Xxxxx
4.13 Extra Space PRISA - Skokie, IL 7540 XxXxxxxxx Boulevard
4.14 Extra Space PRISA - Gambrills, MD 789 MD RT 31
4.15 Extra Space PRISA - Xxxxxxxxx, XX 0 Xxxxxxxxxx Xxx
4.16 Extra Space PRISA - Brookfield, CT 000 Xxxxxxx Xxxx
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) 00000 XX 0xx Xxxxxx
4.18 Extra Space PRISA - Aloha, OR 0000 XX 000xx Xxxxxx
4.19 Extra Space PRISA - Belleville, MI 0000 Xxx Xxxxxxxxxxx Xxxx
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) 0000 Xxxxxxxx Xxxxxx
4.21 Extra Space PRISA - Dallas, TX 19211 Preston Road
4.22 Extra Space PRISA - Mount Laurel, NJ 000 Xxx Xxxx
4.23 Extra Space PRISA - Xxxxxx, XX 00000 Interstate 45
4.24 Extra Space PRISA - Towson, MD 000 Xxxx Xxxxx Xxxx
4.25 Extra Space PRISA - Vancouver, WA 0000 XX 00xx Xxxxxx
4.26 Extra Space PRISA - Moreno Valley, CA 21201 Box Springs Road
4.27 Extra Space PRISA - Harrison, NJ 000 Xxxxxxxx Xxxxxx
4.28 Extra Space PRISA - Mesa, AZ 000 Xxxxx Xxxx Xxxxxx Xxxx
4.29 Extra Space PRISA - Bartlett, TN 0000 Xxxxxxxxxx Xxxx
4.3 Extra Space PRISA - Hauppauge, NY 730 Old Willets Path
4.31 Extra Space PRISA - Xxxxxxxxxx, XX 00000 Reading Avenue
4.32 Extra Space PRISA - Mentor, OH 7679 Mentor Avenue
4.33 Extra Space PRISA - Memphis, TN (Xxxxxxxxx Way) 0000 Xxxxxxxxx Xxx
4.34 Extra Space PRISA - Amsterdam, NY Xxxxx 0 Xxxxx
0.00 Xxxxx Xxxxx XXXXX - Xxxxxxx, XX (Raleigh-LaGrange Road) 0000 Xxxxxxx-XxXxxxxx Xxxx
5 1 300 Four Falls Corporate Center(2) 000 Xxxxxxxxxxxx Xxxxx Xxxx
6 1 Xxxxxxx Xxxxxxxx 00 Xxxxxx Xxx
0 0 Xxxxx Xxxxxx at South Coast 000 Xxxxx Xxxxx Xxxxx
0 0 Xxxxx Xxxxx Mall 000 Xxxxx Xxxxx Xxxxx
9 1 One & Olney Square(2) 0000 Xxxxx Xxxxx Xxxxxx
10 1 000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
11 1 Knollwood Xxxx 0000 Xxxxxxx 0
00 0 Xxxxx Xxxxx Apartments 0000 Xxxx Xxxxxxxxx Xxxx
13 1 Britannia Business Center II 5700 & 0000 Xxxxxxxxxx Xxxxx
14 1 Xxxxxxxx Phoenix Pool Various
14.01 XXX Xxxxxxxx 00000 Xxxxx 00xx Xxxxxx
14.02 TriWest Healthcare Complex 15810 - 00000 Xxxxx 00xx Xxxxxx
14.03 NCS Xxxxxxx Building 00000 Xxxxx 00xx Xxxxxx
14.04 Hypercom Building 00000 Xxxxx 00xx Xxxxxx
15 1 Residence Inn - Beverly Hills, CA 0000 Xxxxx Xxxxxxx Xxxxx
16 1 Britannia Business Center III 0000 Xxxxxxxxxx Xxxxx, 4511 Williow Road &
0000 Xxxx Xxx Xxxxxxx Xxxxxxxxx
17 1 Greenery Mall 0000 Xxxxx Xxxxxxx Xxxxx
18 2 Park Ridge Apartments 0000 Xxxxxx Xxxx
19 2 Summerhill Pointe Apartments 0000 Xxxx Xxxxxx Xxxxxx
20 1 Hamburg Village Shopping Center 2300, 2304, 2308 and 0000 Xxx Xxxxxx Xxx
21 1 River City Renaissance Pool Various
21.01 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
21.02 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.03 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.04 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.05 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.06 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.07 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.08 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.09 801-803 Xxxxx Xxxxxxxxx 000-000 Xxxxx Xxxxxxxxx
21.1 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.11 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.12 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.13 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.14 00 Xxxxx Xxxxxxxxx 00 Xxxxx Xxxxxxxxx
21.15 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.16 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.17 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
21.18 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.19 000 Xxxxx Xxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxx Xxxxxx
21.2 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.21 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
21.22 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
21.23 000 Xxxxx Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxx
22 1 Cottonwood Corners Shopping Center 0000-0000 Xxxxxxx Xxxxx, XX
23 1 The Shoppes at Eastchase & The Plaza at Eastchase SEQ of Xxxxxx Road and Eastchase Parkway & SEQ
of Eastchase Parkway and Xxxxxxxxx
24 2 Knollwood Apartments 0000 Xxxxxxxxx Xxxxx
25 1 Xxxxxx Town Center 000 Xxxxx 00xx Xxxxxx
26 2 Londontowne Apartments 0000 Xxxx Xxxxxx Xxxxx
28 0 Xxxxx Xxxxx Xxxxxx 00000 Xxxx Xxxxxxx
29 1 Lake Sweetwater Apartments(2) 0000 Xxxxxxxxxx Xxxx
30 1 Mansions in the Park 0000 Xxxxxxx Xxxx
31 1 Xxx Xxxxxxxxxx Xxxxx Xxx Xxxxxxxxxx Xxxxx
32 2 Sherwood Acres Apartments 00000 Xxxxxxx Xxxxxxxxx
00 0 Xxxxxxx - Xxxxxx, XX 120 Xxxxxx Xxxxx Plaza
35 1 Extra Space - Marina Del Ray, CA 0000 Xxxxxxx Xxxxxx
36 1 Sugar Mill Apartments 000 Xxxxxxx Xxxxxxxxx
37 RESERVED(4)
38 2 The Timbers Apartments 0000 Xxxxxxx Xxxx Xxxx
39 2 Willowbend Lake Apartments 11070 Xxxx Xxxx
00 1 Chloe Foods 0000 Xxxxxxxx Xxxxxx / 85 & 111 Xxxxxxxx Place
41 1 Warner Atrium 0000 Xxxxxx Xxxxxx
42 1 Dublin Place Shopping Center 0000-0000 Xxxxxx Xxxxx Xxxx
43 1 Marriott - Oklahoma City, OK 0000 Xxxxxxxxx Xxxxxxxxx
44 2 The Renaissance Apartments 00000 Xxxxx 00xx Xxxxxx
45 1 BJB - North Pine Grove 0000 Xxxxx Xxxx Xxxxx Xxxxxx
46 1 Woodside Village Shopping Center(2) 4390-4450 US Highway 17 By-Pass
47 1 Charter Pointe Apartments 000 Xxxxxxx Xxxxxx
48 1 Xxxxxx Place(5) 0000 Xxxxxxx Xxxxxx
00 0 Xxxxxxxxxxx Xxxxxxx 0000-0000 Xxxxxxx Xxxxxx
50 1 One Xxxxxxx Xxxx Xxxx 0 Xxxxxxx Xxxx Xxxx
51 1 Carriage Oaks Apartments 00000 Xxx Xxxx Xxxxxxxxx
52 1 Virginia Office Pool(2) Various
52.01 Wythe Building 0000 Xxxxx Xxxx Xxxx
52.02 Culpeper Building 0000 Xxxxx Xxxx Xxxx
52.03 Almond Building 0000 Xxxxxx Xxxxxx
52.04 Xxx Building 0000 Xxxxxxxx Xxxxx Xxxxx
52.05 Xxxxxxxxx Building 0000 Xxxxxxx Xxxxx Xxxxx
53 1 Yamato Office Center 999-1001 Xxxxxx Xxxx
00 0 Xxxxxxxxxx Xxxx Shopping Center 00000 Xxxx Xxxxx Xxxxxx
55 2 Vineyard Village Apartments 8950 Arrow Xxxxx
00 0 XXX - Xxxx Xxxx 000 Xxxx Xxxx Xxxxxx
57 1 Xxxxxxxx Business Park 12501-12695 Xxxxxxxx Xxxxxxxxx
00 0 Xxxxxxxx Xxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxxx Northeast
59 1 Comfort Inn - Xxxxxxx, XX 0000 Xxxx Xxxx
00 0 Holiday Inn Select - Xxxxxxx, XX 00000 High Tech Avenue
61 2 Camino Real Apartments 3305 Xxxxx Xxxxxx XX
00 0 0000 Xxxxxxxx 0000 Xxxxxxxx
63 RESERVED(4)
64 1 Motel Pool I(6) Xxxxxxx
00.00 Xxxxxx Xxx - Xxxxxxx Xxxxxx, XX 000 00xx Xxxxxx
00.00 Xxxxxx Xxx - Xxxxxxxx, XX 0000 Xxxxx Xxxxxx
64.03 Best Western Settle Inn - Omaha, NE 000 Xxxxx 000xx Xxxxx
64.04 Settle Inn - Lincoln, NE 0000 Xxxxxx Xxxxxx
64.05 Settle Inn - Altoona, IA 0000 Xxxxxxxxxxxxx Xxxxx
65 2 Forestwood Apartments 00000 Xxxx Xxxx
66 1 Extra Space - Xxxxxxxxxx, XX 00000 Prairie Street
67 1 Xxxxxxx Commerce Center 0000-0000 XxXxxx Xxxxx and 0000-0000 Xxxxxxx Xxxx
68 2 La Fontenay III Apartments 175 La Fontenay Drive
69 2 Citifront Apartments 641 West North Temple
70 2 Wellington Farms Apartments(7) 0000 Xxxxxxx Xxxx Xxxx
71 1 Scripps Ranch Marketplace II 10541-10549 Scripps Poway Parkway
72 1 White Stone Center 9260 Highway 119
73 2 Parkway Crossing(2) 000 Xx Xxxxxx Xxxxx
74 1 Extra Space - Philadelphia, PA 0000 Xxxxx Xxxxxx
75 1 Colonial Estates Apartments 11360 Xxxxxxxx Drive
76 1 Loudoun Center 45305 Catalina Court; 45300 Catalina Court
77 2 Tropicana Springs 0000 Xxxx Xxxxxxxxx Xxxxxx
78 1 River Pointe Mall(8) 000 Xxxx Xxxxxx Xxxxx
79 2 Clocktower Apartments 00000 XX 000xx Xxxxxxx
80 2 Villa Sierra Apartments 0000 XxXxxxxx Xxxxxx
00 0 Xxxxx Xxxxx Apartments 000 Xxxxx Xxxxx Xxxx
82 1 BJB - Ridge Pool Various
82.01 BJB - 2129-2135 Ridge 0000-0000 Xxxxx Xxxxx Xxxxxx
82.02 BJB - 2121 Ridge 0000 Xxxxx Xxxxxx
00 0 Xxxx'x - Xxxxxxxxx, XX SEQ I-76 and Xxxxx Xxxx
00 0 XXX - Xxxxxxx 000 Xxxx Xxxxxxx Xxxxxx
85 1 Xxxxxx Xxxx XX 00000 Xxxxxx Xxxxxxx Xxxxxxxxx
87 1 Oak Grove Market 15003-15121 XX XxXxxxxxxx Boulevard
88 2 Colonie Apartments 2061 Sweet Home Xxxx
00 1 Key Plaza 000 Xxxxx Xxxxxx
90 1 Motel Pool II(6) Various
90.01 Best Western - Grand Forks, ND 000 0xx Xxxxxx Xxxxx
90.02 Best Western - Lincoln, NE 0000 Xxxxx 00xx Xxxxxx
90.03 Settle Inn - Grand Forks, ND 0000 Xxxxx 00xx Xxxxxx
90.04 Settle Inn - Kaukauna, WI 0000 Xxxxxxx Xxxx
90.05 Super 8 - Seward, NE 0000 Xxxxxxxxxxx Xxxx
91 1 Extra Space - Xxxxxxx, TN 000 Xxxxx Xxxxxxxxxx Parkway
92 1 American Equities Technology Center(2)(9) 7100-7500 Technology Drive
93 0 Xxxxx Xxxxx XX Xxxxxxxxxx 00000 Xxxx Xxxxxxxxx
94 1 Extra Space - Long Beach, CA 0000 Xxxx Xxxxxxx Xxxx
95 1 Lake Plaza East 000 Xxxxxxxxxx Xxxxx
96 1 BJB - 0000 Xxx Xxxxxx 0000 Xxx Xxxxxx
97 1 Kyrene Corporate Center 0000-0000 Xxxxx Xxxxxx Xxxx
98 1 Extra Space - Xxxxx, XX 00000 SW 0xx Xxxxxx
99 1 BreckenRidge Apartments 0000 Xxxxxxxxx Xxxxx
000 0 XX Xxxxxxx Xxxxxx - Xxxx Xxxxx, XX 6655 Atlantic Xxxxxx
000 0 Xxxx Xxxxxx Xxxxxxxxxx - Xxxxx 2 1608,1664,1656,1628,1632 & 0000 Xxxxxxx Xxxx
102 1 Extra Space - Xxxxxx, XX 00000 Old XX 00
000 0 Xxxxxxxxx - Xxxxxxxx, XX 000 Xxxxx Xxxxx
104 1 Kmart - West Saint Xxxx, MN 50 Signal Hill Mall
105 1 Extra Space - Burke, VA 0000 Xxxxx Xxx Xxxx
106 1 00 Xxxxx Xxxxxxxx 00 Xxxxx Xxxxxxxx
107 1 Xxxxxx Xxxxxx - Xxxxxxxxxx, XX 00000 Xxxxxxxxxx Xxxx
000 0 XXX - Xxxxx and Xxxxxxxx Apartments 1301-1311 Maple and 915-925 Xxxxxxxx
109 1 000 Xxxxxxxxxxxxx Xxxxx 000 Xxxxxxxxxxxxx Xxxxx
110 1 000 Xxxxxx Xxxxxxx Road 445 Xxxxxx Xxxxxxx Road
111 2 Wyndchase Apartments 0000 XxXxx Xxxxxxxxx
000 0 Xxxxxxxxx - Xxxxxxx, XX 000 Xxxx Xxxxxx Xxxx
113 1 Extra Space - Dallas, TX 4114 North Central Expressway
114 1 BJB - 0000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
115 2 Carisbrooke Apartments Phase III 2405, 2406, 0000 Xxxxxxxx Xxxxx and 2406,
0000 Xxxxxxxx Xxxxx
000 0 Xxxxxxxxx - Xxxxxxx, XX (Hillcroft Avenue) 0000 Xxxxxxxxx Xxxxxx
117 1 Walgreens - Marietta, GA 2975 Xxxx Road
000 0 Xxxxxxxxx - Xxxxx Xxxxxxxxxx, XX Old Highway 421 (Xxxxx Trail) & Business 421
119 1 Hillcrest Plaza Shopping Center 000 Xxxxxxxx Xxxxxxx
120 1 Dreamy Xxxx Xxxxxx Xxxxx 0000 Xxxx Xxxxxx Xxxxxx
121 1 Extra Space - Las Vegas, NV 0000 Xxxxx Xxxx Xxxxxxxxx
122 1 Extra Space - Columbus, OH (Xxxxx Road) 0000 Xxxxx Xxxx
123 2 Driftwood Apartments 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx
000 0 Xxxxxxxxx - Xxxxxxxxxx, XX 000 Xxxx 00xx Xxxxxx
125 1 CVS - Winter Haven, FL 0000 Xxxxx Xxxx 000 Xxxx
000 0 Xxxxx Xxxxx - Xxxxxxx, XX 0000 Xxxx Xxxxxx
000 0 Xxxxxxxxx - Xxxxxx Xxxxxx, XX 0000 XX 0000 Xxxx
128 1 000 Xxxxxx Xxxxxxx Road 603 Xxxxxx Xxxxxxx Road
129 1 Walgreens - Saint Xxxxxx, MO 2620 South Belt Xxxxxxx
000 0 Xxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxxx
000 1 Extra Space - Plano, TX 6101 Xxxxxx Way
132 0 Xxxxxx Xxxxx Apartments 000 Xxxxxxxx Xxxx Xxxxx
000 0 Xxxxx Xxxxx - Xxxxxxx XX (Winchester Road) 0000 Xxxxxxxxxx Xxxx
000 0 XX Xxxxxxx Xxxxxx - Xxxxxxx, XX 000 000xx Xxxxxx
135 2 Kentwood Apartments 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx
136 1 Walgreens - Newton, KS 0000 Xxxxx Xxxx Xxxxxx
137 2 Barrington Apartments 2541, 2543, 2545, 2547, 2549, 2551,
0000 X. Xxxxxxxxxxx Xxxxxx
138 1 Walgreens - Warrensburg, MO 000 Xxxxx Xxxxxxx Xxxxxx
139 1 Xxxxxxxxx Xxxx Building 0000 Xxxxx Xxxxxx Xxxxxx
140 1 Conn's - Austin, TX 0000 Xxxx Xxxxxxxx Xxxx
000 0 Xxxxx Xxxxx - Xxxx Xxxx Xxxxx, XX 000 Xxxxx Xxxxxxxx Xxxxx
142 1 Conn's - Xxxxx Xxxx, XX 00000 Pecan Xxxx Xxxxxxxxx
000 0 Xxxxxxxx Xxxxx Apartments 000-000 Xxx Xxxx
000 0 Xxxxx Xxxxx - Xxxxxx, XX 6512 XxXxxx Drive
145 1 Red Banks Crossing Shopping Center 000 Xxxxxxxxxx Xxxxxxxxx XX
146 1 Extra Space - North Highlands, CA 0000 Xxxxxxx Xxxxxxxxx
147 2 Landings at Xxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx Xxxxxxxxxx
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 2673 Mt. Moriah Terrace
149 1 Extra Space - Columbus, OH (Xxxxxxxxx Drive) 000 Xxxxxxxxx Xxxxx
000 0 Xxxx'x - Xxxxx, XX 000 Xxxxxxxxx Xxxx 820
151 1 Rite Aid - Wheelersburg, OH 8130 Ohio River Road
(TABLE CONTINUED)
Morgage Loan
Loan Group
Number Number Property Name City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
1 0 Xxxxx Xxxxxx(0) Xxxxxxx XX 00000
2 1 Westin Casuarina Hotel & Spa Xxx Xxxxx XX 00000
3 1 Abbey II Pool Various CA Various
3.01 Xxxxxxxx Parkway Xxxxxxx Xxxxxx Xx Xxxx XX 00000
3.02 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
3.03 Aliso Viejo Xxxxxxxx Xxxxxx Xxxxx Xxxxx XX 00000
3.04 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx XX 00000
3.05 Airport Xxx Xxxxxx Xxxxxxxx(0) Xxxx Xxxxx XX 00000
3.06 Xxxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxx XX 00000
3.07 Commerce Xxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
3.08 Ming Xxxxxx Xxxx Xxxxxxxxxxx XX 00000
3.09 Xxxxxx Valley Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
3.10 Xxxxxxxx Xxxxxxxx Xxxxxx(0) Xxxxxxxx XX 00000
3.11 La Xxxxxx Xxxxxxxx Xxxxxx Xx Xxxxxx XX 00000
3.12 Xxxxx Xxxxxx Xxxx Xxxxxxx XX 00000
3.13 Arlington II - Xxxxxxxxx Xxxxxxxxx XX 00000
3.14 Xxxxxx Xxxxxxx (Xxxxxxx Xxxxx)(0) Xxxxxx XX 00000
3.15 Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
3.16 Xx. Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000
4 1 Extra Space PRISA Pool Various Various Various
4.01 Extra Space PRISA - Brooklyn, NY Xxxxxxxx XX 00000
4.02 Extra Space PRISA - Alexandria, VA Xxxxxxxxxx XX 00000
4.03 Extra Space PRISA - Hawaiian Gardens, CA Xxxxxxxx Xxxxxxx XX 00000
4.04 Extra Space PRISA - Miami, FL (Coral Way) Xxxxx XX 00000
4.05 Extra Space PRISA - Hicksville, NY Xxxxxxxxxx XX 00000
4.06 Extra Space PRISA - Los Angeles, CA (North Xxxx Xxxxxx) Xxx Xxxxxxx XX 00000
4.07 Extra Space PRISA - Santa Cruz, CA Xxxxx Xxxx XX 00000
4.08 Extra Space PRISA - Fredericksburg, VA Xxxxxxxxxxxxxx XX 00000
4.09 Extra Space PRISA - Santa Fe, NM Xxxxx Xx XX 00000
4.1 Extra Space PRISA - Birmingham, AL Xxxxxxxxxx XX 00000
4.11 Extra Space PRISA - Kingston, NY Xxxxxxxx XX 00000
4.12 Extra Space PRISA - Ridge, XX Xxxxx XX 00000
4.13 Extra Space PRISA - Skokie, IL Xxxxxx XX 00000
4.14 Extra Space PRISA - Gambrills, MD Xxxxxxxxx XX 00000
4.15 Extra Space PRISA - Tyngsboro, MA Xxxxxxxxx XX 00000
4.16 Extra Space PRISA - Brookfield, CT Xxxxxxxxxx XX 00000
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) Xxxxx XX 00000
4.18 Extra Space PRISA - Aloha, OR Xxxxx XX 00000
4.19 Extra Space PRISA - Belleville, MI Xxxxxxxxxx XX 00000
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) Xxx Xxxxxxx XX 00000
4.21 Extra Space PRISA - Dallas, TX Xxxxxx XX 00000
4.22 Extra Space PRISA - Mount Laurel, NJ Xxxxx Xxxxxx XX 00000
4.23 Extra Space PRISA - Spring, TX Xxxxxx XX 00000
4.24 Extra Space PRISA - Towson, MD Xxxxxx XX 00000
4.25 Extra Space PRISA - Vancouver, WA Xxxxxxxxx XX 00000
4.26 Extra Space PRISA - Moreno Valley, CA Xxxxxx Xxxxxx XX 00000
4.27 Extra Space PRISA - Harrison, NJ Xxxxxxxx XX 00000
4.28 Extra Space PRISA - Mesa, AZ Xxxx XX 00000
4.29 Extra Space PRISA - Bartlett, TN Xxxxxxxx XX 00000
4.3 Extra Space PRISA - Hauppauge, NY Xxxxxxxxx XX 00000
4.31 Extra Space PRISA - Willoughby, OH Xxxxxxxxxx XX 00000
4.32 Extra Space PRISA - Mentor, OH Xxxxxx XX 00000
4.33 Extra Space PRISA - Memphis, TN (Xxxxxxxxx Way) Xxxxxxx XX 00000
4.34 Extra Space PRISA - Amsterdam, NY Xxxxxxxxx XX 00000
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road) Xxxxxxx XX 00000
5 1 300 Four Falls Corporate Center(2) Xxxx Xxxxxxxxxxxx Xxxxxxx XX 00000
6 0 Xxxxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
7 1 Metro Pointe at Xxxxx Xxxxx Xxxxx Xxxx XX 00000
8 0 Xxxxx Xxxxx Xxxx Xxxx Xxxxx XX 00000
9 0 Xxx & Xxxxx Xxxxxx(0) Xxxxxxxxxxxx XX 00000
10 1 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000
11 0 Xxxxxxxxx Xxxx Xxxxx Xxxxx Xxxx XX 00000
12 0 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000
13 0 Xxxxxxxxx Xxxxxxxx Xxxxxx XX Xxxxxxxxxx XX 00000
14 1 Xxxxxxxx Phoenix Pool Xxxxxxx XX 00000
14.01 AIG Building Xxxxxxx XX 00000
14.02 TriWest Healthcare Complex Xxxxxxx XX 00000
14.03 NCS Xxxxxxx Xxxxxxxx Xxxxxxx XX 00000
14.04 Hypercom Building Xxxxxxx XX 00000
15 1 Residence Inn - Beverly Hills, CA Xxx Xxxxxxx XX 00000
16 0 Xxxxxxxxx Xxxxxxxx Xxxxxx XXX Xxxxxxxxxx XX 00000
17 0 Xxxxxxxx Xxxx Xxxxx XX 00000
18 0 Xxxx Xxxxx Xxxxxxxxxx Xxxxxxx Xxxx XX 00000
19 0 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxx Xxxxx XX 00000
20 0 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
21 0 Xxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx VA Various
21.01 0000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000
21.02 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.03 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.04 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.05 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.06 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.07 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.08 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.09 000-000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.1 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.11 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.12 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.13 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.14 00 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.15 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.16 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.17 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
21.18 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.19 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.2 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.21 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
21.22 000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
21.23 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
22 0 Xxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
23 1 The Shoppes at Eastchase & Xxx Xxxxx xx Xxxxxxxxx Xxxxxxxxxx XX 00000
24 0 Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX 00000
25 0 Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
26 0 Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000
28 0 Xxxxx Xxxxx Xxxxxx Xxxx XX 00000
29 0 Xxxx Xxxxxxxxxx Xxxxxxxxxx(0) Xxxxxxxxxxxxx XX 00000
30 1 Mansions in the Park Xxxxx Xxxxx XX 00000
31 1 Xxx Xxxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
32 0 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxx XX 00000
33 1 Walmart - Hazard, KY Xxxxxx XX 00000
35 1 Extra Space - Marina Del Ray, CA Xxxxxx Xxx Xxx XX 00000
36 0 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxxxx XX 00000
37 RESERVED(4)
38 0 Xxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
39 0 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx Xxxxx XX 00000
40 1 Chloe Foods Xxxxxxxx XX 00000
41 0 Xxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000
42 0 Xxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000
43 1 Marriott - Oklahoma City, OK Xxxxxxxx Xxxx XX 00000
44 0 Xxx Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000
45 0 XXX - Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
46 0 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx(0) Xxxxxxxx Xxxxx XX 00000
47 0 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
48 0 Xxxxxx Xxxxx(0) Xxxxxx XX 00000
49 0 Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx XX 00000
50 0 Xxx Xxxxxxx Xxxx Xxxx Xxxxxxxx XX 00000
51 0 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000
52 1 Virginia Office Pool(2) Xxxxxxxx XX 00000
52.01 Xxxxx Xxxxxxxx Xxxxxxxx XX 00000
52.02 Xxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
52.03 Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
52.04 Xxx Xxxxxxxx Xxxxxxxx XX 00000
52.05 Xxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
53 0 Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx XX 00000
54 0 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000
55 0 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
56 0 XXX - Xxxx Xxxx Xxxxxxx XX 00000
57 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000
58 0 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000
59 0 Xxxxxxx Xxx - Xxxxxxx, XX Xxxxxxx XX 00000
60 1 Holiday Inn Select - Orlando, FL Xxxxxxx XX 00000
61 0 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000
62 1 0000 Xxxxxxxx Xxx Xxxx XX 00000
63 RESERVED(4)
64 1 Motel Pool I(6) Various Various Various
64.01 Settle Inn - Council Bluffs, IA Xxxxxxx Xxxxxx XX 00000
64.02 Xxxxxx Xxx - Xxxxxxxx, XX Xxxxxxxx XX 00000
64.03 Best Western Xxxxxx Xxx - Xxxxx, XX Xxxxx XX 00000
64.04 Xxxxxx Xxx - Xxxxxxx, XX Xxxxxxx XX 00000
64.05 Xxxxxx Xxx - Xxxxxxx, XX Xxxxxxx XX 00000
65 0 Xxxxxxxxxx Xxxxxxxxxx Xxxxx Xxxxx XX 00000
66 1 Extra Space - Chatsworth, CA Xxxxxxxxxx XX 00000
67 0 Xxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxxx XX 00000
68 0 Xx Xxxxxxxx XXX Xxxxxxxxxx Xxxxxxxxxx XX 00000
69 0 Xxxxxxxxx Xxxxxxxxxx Xxxx Xxxx Xxxx XX 00000
70 0 Xxxxxxxxxx Xxxxx Xxxxxxxxxx(0) Xxxxxxxxx XX 00000
71 0 Xxxxxxx Xxxxx Xxxxxxxxxxx XX Xxx Xxxxx XX 00000
72 0 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
73 0 Xxxxxxx Xxxxxxxx(0) Xxxxxxxxx XX 00000
74 1 Extra Space - Philadelphia, PA Xxxxxxxxxxxx XX 00000
75 0 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxx XX 00000
76 0 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
77 0 Xxxxxxxxx Xxxxxxx Xxx Xxxxx XX 00000
78 0 Xxxxx Xxxxxx Xxxx(0) Xxxxxxx XX 00000
79 0 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
80 0 Xxxxx Xxxxxx Xxxxxxxxxx Xx Xxxx XX 00000
81 0 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
82 1 BJB - Ridge Pool Xxxxxxxx XX 00000
82.01 BJB - 0000-0000 Xxxxx Xxxxxxxx XX 00000
82.02 BJB - 0000 Xxxxx Xxxxxxxx XX 00000
83 1 Kohl's - Wadsworth, OH Xxxxxxxxx XX 00000
84 1 BJB - Xxxxxxx Xxxxxxx XX 00000
85 0 Xxxxxx Xxxx XX Xxxxxxxxx XX 00000
87 0 Xxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
88 0 Xxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000
89 0 Xxx Xxxxx Xxxxxxx XX 00000
90 1 Motel Pool II(6) Various Various Various
90.01 Best Western - Grand Forks, ND Xxxxx Xxxxx XX 00000
90.02 Best Western - Lincoln, NE Xxxxxxx XX 00000
90.03 Settle Inn - Grand Forks, ND Xxxxx Xxxxx XX 00000
90.04 Settle Inn - Kaukauna, WI Xxxxxxxx XX 00000
90.05 Super 0 - Xxxxxx, XX Xxxxxx XX 00000
91 1 Extra Space - Xxxxxxx, TN Xxxxxxx XX 00000
92 1 American Equities Technology Center(2)(9) Xxxxxxxxx XX 00000
93 0 Xxxxx Xxxxx XX Xxxxxxxxxx Xxxxxxxx XX 00000
94 1 Extra Space - Long Beach, CA Xxxx Xxxxx XX 00000
95 0 Xxxx Xxxxx Xxxx Xxxxxxx XX 00000
96 1 BJB - 0000 Xxx Xxxxxx Xxxxxxxx XX 00000
97 1 Kyrene Corporate Center Xxxxx XX 00000
98 1 Extra Space - Miami, FL Xxxxx XX 00000
99 0 XxxxxxxXxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
100 1 US Storage Center - Long Beach, CA Xxxx Xxxxx XX 00000
101 0 Xxxx Xxxxxx Xxxxxxxxxx - Xxxxx 0 Xxxxxxxxxxx XX 00000
102 1 Extra Space - Naples, FL Xxxxxx XX 00000
103 1 Walgreens - Metairie, XX Xxxxxxxx XX 00000
104 1 Kmart - Xxxx Xxxxx Xxxx, XX Xxxx Xxxxx Xxxx XX 00000
105 1 Extra Space - Burke, VA Xxxxx XX 00000
106 1 00 Xxxxx Xxxxxxxx Xxxxx Xxxxxx XX 00000
107 1 Xxxxxx Xxxxxx - Darnestown, MD Xxxxxxxxxx XX 00000
108 1 BJB - Maple and Xxxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
109 1 000 Xxxxxxxxxxxxx Xxxxx Xxxxxxx XX 00000
110 1 000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
111 0 Xxxxxxxxx Xxxxxxxxxx Xx Xxxx XX 00000
112 1 Walgreens - Mauldin, SC Xxxxxxx XX 00000
113 1 Extra Space - Dallas, TX Xxxxxx XX 00000
114 1 BJB - 0000 Xxxxx Xxxxxx Xxxxxxxx XX 00000
115 0 Xxxxxxxxxxx Xxxxxxxxxx Xxxxx XXX Xxxxxxxxx XX 00000
116 1 Walgreens - Houston, TX (Hillcroft Avenue) Xxxxxxx XX 00000
117 1 Walgreens - Marietta, GA Xxxxxxxx XX 00000
118 1 Walgreens - North Wilkesboro, NC North Xxxxxxxxxx XX 00000
119 0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
120 0 Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxx XX 00000
121 1 Extra Space - Las Vegas, NV Xxx Xxxxx XX 00000
122 1 Extra Space - Columbus, OH (Xxxxx Road) Xxxxxxxx XX 00000
123 0 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000
124 1 Walgreens - Hutchinson, KS Xxxxxxxxxx XX 00000
125 1 CVS - Winter Xxxxx, XX Xxxxxx Xxxxx XX 00000
126 1 Extra Space - Houston, TX Xxxxxxx XX 00000
127 1 Walgreens - Xxxxxx County, TX Xxxxxxx XX 00000
128 1 000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
129 1 Walgreens - Saint Xxxxxx, MO Xxxxx Xxxxxx XX 00000
130 0 Xxxxx Xxxxxx Xxxxx Xxxxxx XX 00000
131 1 Extra Space - Plano, TX Xxxxx XX 00000
132 0 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
133 1 Extra Space - Memphis TN (Winchester Road) Xxxxxxx XX 00000
134 0 XX Xxxxxxx Xxxxxx - Xxxxxxx, XX Xxxxxxx XX 00000
135 0 Xxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000
136 1 Walgreens - Newton, KS Xxxxxx XX 00000
137 0 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
138 1 Walgreens - Warrensburg, MO Xxxxxxxxxxx XX 00000
139 0 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000
140 1 Conn's - Austin, TX Xxxxxx XX 00000
141 1 Extra Space - West Palm Beach, FL Xxxx Xxxx Xxxxx XX 00000
142 1 Conn's - Cedar Park, TX Xxxxx Xxxx XX 00000
143 0 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
144 1 Extra Space - Austin, TX Xxxxxx XX 00000
145 0 Xxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
146 1 Extra Space - North Highlands, CA Xxxxx Xxxxxxxxx XX 00000
147 2 Landings at Xxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxx XX 00000
148 1 Extra Space - Memphis TN (Mount Xxxxxx Xxxxxxx) Xxxxxxx XX 00000
149 1 Extra Space - Columbus, OH (Xxxxxxxxx Drive) Xxxxxxxx XX 00000
150 1 Conn's - Hurst, TX Xxxxx XX 00000
151 1 Rite Aid - Wheelersburg, OH Xxxxxxxxxxxx XX 00000
(TABLE CONTINUED)
Morgage Loan
Loan Group Cut-off Date Monthly P&I
Number Number Property Name County Loan Balance ($) Payments ($)
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) Xxxx 162,500,000.00 916,549.14
2 1 Westin Casuarina Hotel & Spa Xxxxx 159,674,199.01 909,466.52
3 1 Abbey II Pool Various 148,865,000.00 816,514.54
3.01 Xxxxxxxx Parkway Medical Center San Diego
3.02 Upland Freeway Center San Bernardino
3.03 Aliso Viejo Commerce Center Orange
3.04 Wimbledon Village San Bernardino
3.05 Airport One Office Building(2) Los Angeles
3.06 Cityview Plaza Office Park Orange
3.07 Commerce Corporate Center Los Angeles
3.08 Ming Office Park Xxxx
3.09 Xxxxxx Valley Commerce Center Riverside
3.10 Glendora Commerce Center(2) Los Angeles
3.11 La Mirada Commerce Center Los Angeles
3.12 Abbey Center Riverside
3.13 Arlington II - Riverside Riverside
3.14 Fresno Airport (Gateway Plaza)(2) Fresno
3.15 Palm Springs Airport Riverside
3.16 Mt. Xxxxxx Commerce Center San Bernardino
4 1 Extra Space PRISA Pool Various 145,000,000.00 IO
4.01 Extra Space PRISA - Brooklyn, NY Kings
4.02 Extra Space PRISA - Alexandria, VA Alexandria City
4.03 Extra Space PRISA - Hawaiian Gardens, CA Los Angeles
4.04 Extra Space PRISA - Miami, FL (Coral Way) Dade
4.05 Extra Space PRISA - Hicksville, NY Nassau
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street) Los Angeles
4.07 Extra Space PRISA - Santa Cruz, CA Santa Xxxx
4.08 Extra Space PRISA - Fredericksburg, VA Fredericksburg
4.09 Extra Space PRISA - Santa Fe, NM Santa Fe
4.1 Extra Space PRISA - Birmingham, XX Xxxxxxxxx
4.11 Extra Space PRISA - Kingston, NY Ulster
4.12 Extra Space PRISA - Ridge, NY Suffolk
4.13 Extra Space PRISA - Skokie, IL Xxxx
4.14 Extra Space PRISA - Gambrills, MD Xxxx Arundel
4.15 Extra Space PRISA - Tyngsboro, MA Middlesex
4.16 Extra Space PRISA - Brookfield, CT Fairfield
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) Dade
4.18 Extra Space PRISA - Aloha, OR Washington
4.19 Extra Space PRISA - Belleville, MI Xxxxx
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) Los Angeles
4.21 Extra Space PRISA - Dallas, TX Collin
4.22 Extra Space PRISA - Mount Laurel, NJ Burlington
4.23 Extra Space PRISA - Spring, TX Montgomery
4.24 Extra Space PRISA - Towson, MD Baltimore
4.25 Extra Space PRISA - Vancouver, WA Xxxxx
4.26 Extra Space PRISA - Moreno Valley, CA Riverside
4.27 Extra Space PRISA - Harrison, NJ Xxxxxx
4.28 Extra Space PRISA - Mesa, AZ Maricopa
4.29 Extra Space PRISA - Bartlett, TN Shelby
4.3 Extra Space PRISA - Hauppauge, NY Suffolk
4.31 Extra Space PRISA - Willoughby, OH Lake
4.32 Extra Space PRISA - Mentor, OH Lake
4.33 Extra Space PRISA - Memphis, TN (Xxxxxxxxx Way) Shelby
4.34 Extra Space PRISA - Amsterdam, NY Xxxxxxxxxx
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road) Shelby
5 1 300 Four Falls Corporate Center(2) Montgomery 72,000,000.00 418,344.69
6 1 Xxxxxxx Building Xxxxxx 58,400,000.00 Steps
7 0 Xxxxx Xxxxxx xx Xxxxx Xxxxx Xxxxxx 57,000,000.00 316,523.65
8 0 Xxxxx Xxxxx Xxxx Xxxx 49,895,997.26 281,108.82
9 1 One & Olney Square(2) Philadelphia 43,000,000.00 233,997.13
10 1 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx 42,720,000.00 239,885.95
11 1 Knollwood Mall Hennepin 41,911,510.06 234,559.90
12 2 Monte Viejo Apartments Maricopa 41,500,000.00 233,553.65
13 1 Britannia Business Center II Alameda 41,000,000.00 228,184.39
14 1 Xxxxxxxx Phoenix Pool Maricopa 40,960,000.00 234,368.48
14.01 AIG Building Maricopa
14.02 TriWest Healthcare Complex Maricopa
14.03 NCS Xxxxxxx Building Maricopa
14.04 Hypercom Building Maricopa
15 1 Residence Inn - Beverly Hills, CA Los Angeles 38,000,000.00 242,054.69
16 1 Britannia Business Center III Alameda 35,000,000.00 194,791.56
17 1 Greenery Mall Miami - Dade 35,000,000.00 198,945.80
18 2 Park Ridge Apartments Sonoma 33,500,000.00 IO
19 0 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx 33,100,000.00 192,952.39
20 1 Hamburg Village Shopping Center Fayette 31,780,000.00 IO
21 0 Xxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx 30,285,631.73 168,912.11
21.01 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx
21.02 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.03 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.04 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.05 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.06 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.07 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.08 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.09 000-000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.1 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.11 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.12 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.13 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.14 00 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.15 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.16 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.17 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx
21.18 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.19 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.2 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.21 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx
21.22 000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx
21.23 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxx
22 1 Cottonwood Corners Shopping Center Bernalillo 28,100,000.00 IO
23 1 The Shoppes at Eastchase & The Plaza at Eastchase Montgomery 26,300,000.00 IO
24 2 Knollwood Apartments Mobile 25,040,000.00 143,276.04
00 0 Xxxxxx Xxxx Xxxxxx Xxxxxxxxxxx 25,025,000.00 IO
26 2 Londontowne Apartments Xxxxx 24,825,000.00 139,400.02
28 1 Price Plaza Center Xxxxxx 23,400,000.00 IO
29 0 Xxxx Xxxxxxxxxx Xxxxxxxxxx(0) Xxxxxxxx 21,875,172.41 124,321.85
30 1 Mansions in the Park East Baton Rouge 21,500,000.00 IO
31 1 One Riverfront Plaza Cumberland 20,000,000.00 117,795.83
32 0 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxx 20,000,000.00 114,437.73
33 1 Walmart - Hazard, XX Xxxxx 19,715,000.00 IO
35 1 Extra Space - Marina Del Ray, CA Los Angeles 18,400,000.00 102,004.73
36 0 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx 18,400,000.00 IO
37 RESERVED(4)
38 2 The Timbers Apartments Henrico 17,300,000.00 IO
39 0 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxx 17,200,000.00 98,416.45
40 1 Chloe Foods Kings 17,000,000.00 115,529.91
41 1 Warner Atrium Los Angeles 16,923,339.09 91,779.87
00 0 Xxxxxx Xxxxx Shopping Center Alameda 16,920,000.00 IO
43 1 Marriott - Oklahoma City, OK Oklahoma 16,700,000.00 101,062.04
44 2 The Renaissance Apartments Maricopa 16,100,000.00 IO
45 1 BJB - North Pine Grove Xxxx 16,060,000.00 86,115.43
46 0 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx(0) Xxxxxxxxxx 16,000,000.00 90,244.84
47 0 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx 15,960,000.00 91,321.31
48 0 Xxxxxx Xxxxx(0) Xxx Xxxxx 15,900,000.00 93,293.73
49 1 Springfield Commons Xxxxx 15,750,000.00 86,777.08
50 0 Xxx Xxxxxxx Xxxx Xxxx Xxxxxx 15,500,000.00 88,583.55
51 0 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx 15,300,000.00 IO
52 1 Virginia Office Pool(2) Henrico 15,300,000.00 85,437.30
52.01 Wythe Building Henrico
52.02 Culpeper Building Henrico
52.03 Almond Building Henrico
52.04 Xxx Building Henrico
52.05 Xxxxxxxxx Building Henrico
53 1 Yamato Office Center Palm Beach 15,300,000.00 IO
54 1 Colonnades West Shopping Center Henrico 14,040,000.00 IO
55 0 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxx Xxxxxxxxxx 14,000,000.00 76,271.25
56 1 BJB - West Surf Xxxx 13,750,000.00 73,728.96
57 0 Xxxxxxxx Xxxxxxxx Xxxx Xxx Xxxxxxx 13,000,000.00 73650
58 0 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx 12,740,000.00 70,508.65
59 0 Xxxxxxx Xxx - Xxxxxxx, XX Xxxxx 12,600,000.00 76,474.67
60 1 Holiday Inn Select - Orlando, FL Orange 12,400,000.00 75,040.08
61 2 Camino Real Apartments Bernalillo 12,390,000.00 IO
62 1 0000 Xxxxxxxx Xxx Xxxx 11,971,510.16 62,814.86
63 RESERVED(4)
64 1 Motel Pool I(6) Various 11,345,000.00 80,691.16
64.01 Settle Inn - Council Bluffs, IA Pottawattamie
64.02 Settle Inn - Bellevue, NE Sarpy
64.03 Best Western Settle Inn - Omaha, NE Xxxxxxx
64.04 Settle Inn - Lincoln, NE Lancaster
64.05 Settle Inn - Altoona, IA Polk
65 0 Xxxxxxxxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxx 11,320,000.00 64,771.76
66 1 Extra Space - Chatsworth, CA Los Angeles 11,200,000.00 62,089.83
67 1 Xxxxxxx Commerce Center Xxxxx 11,000,000.00 IO
68 2 La Fontenay III Apartments Jefferson 10,400,000.00 59,507.62
69 2 Citifront Apartments Salt Lake 9,250,000.00 51,078.84
70 0 Xxxxxxxxxx Xxxxx Xxxxxxxxxx(0) Xxxxxxxxxxx 9,250,000.00 54,759.49
71 1 Scripps Ranch Marketplace II San Diego 9,200,000.00 53,105.69
72 1 White Stone Center Shelby 9,141,105.43 51,722.48
00 0 Xxxxxxx Xxxxxxxx(0) Xxxxxxxx 9,100,000.00 50,250.54
74 1 Extra Space - Philadelphia, PA Philadelphia 9,000,000.00 49,893.62
00 0 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 8,800,000.00 IO
76 1 Loudoun Center Loudoun 8,700,000.00 47880
77 2 Tropicana Springs Xxxxx 8,700,000.00 IO
78 1 River Pointe Mall(8) Jefferson 8,600,000.00 46,693.68
79 2 Clocktower Apartments Washington 8,500,000.00 IO
80 2 Villa Sierra Apartments El Paso 8,000,000.00 44,077.25
81 2 Cedar Bluff Apartments Xxxx 7,903,448.00 45,222.63
82 1 BJB - Ridge Pool Xxxx 7,812,000.00 41,888.78
82.01 BJB - 2129-2135 Ridge Xxxx
82.02 BJB - 2121 Ridge Xxxx
83 1 Kohl's - Wadsworth, OH Xxxxxx 7,806,573.99 44,765.76
84 1 BJB - Oakdale Xxxx 7,628,000.00 40,902.15
00 0 Xxxxxx Xxxx XX Xxxxxxxxxxx 7,500,000.00 42,772.59
87 0 Xxx Xxxxx Xxxxxx Clackamas 7,358,000.00 IO
88 2 Colonie Apartments Erie 7,312,000.00 41,930.56
89 0 Xxx Xxxxx Xxxxxxxx 7,200,000.00 41,288.30
90 1 Motel Pool II(6) Various 7,155,000.00 50,889.84
90.01 Best Western - Grand Forks, ND Grand Forks
90.02 Best Western - Lincoln, NE Lancaster
90.03 Settle Inn - Grand Forks, ND Grand Forks
90.04 Settle Inn - Kaukauna, WI Outagamie
90.05 Super 8 - Xxxxxx, NE Xxxxxx
91 1 Extra Space - Xxxxxxx, TN Shelby 6,900,000.00 38,251.77
92 1 American Equities Technology Center(2)(9) Brevard 6,800,000.00 40,202.84
93 1 Buena Vista II Apartments Pinellas 6,750,000.00 37,903.33
94 1 Extra Space - Long Beach, CA Los Angeles 6,200,000.00 34,371.16
95 0 Xxxx Xxxxx Xxxx Xxxx 6,200,000.00 36,181.52
96 1 BJB - 0000 Xxx Xxxxxx Xxxx 6,187,000.00 33,175.35
97 1 Kyrene Corporate Center Maricopa 6,160,000.00 35,246.82
98 1 Extra Space - Miami, FL Dade 6,100,000.00 33,816.78
99 1 BreckenRidge Apartments Jefferson 5,917,241.00 33,857.78
100 1 US Storage Center - Long Beach, CA Los Angeles 5,500,000.00 29,592.45
000 0 Xxxx Xxxxxx Xxxxxxxxxx - Xxxxx 0 Sangamon 5,473,655.39 30,091.28
102 1 Extra Space - Naples, FL Xxxxxxx 5,400,000.00 29,936.17
103 1 Walgreens - Metairie, LA Jefferson 5,290,000.00 30,368.78
104 1 Kmart - West Saint Xxxx, MN Dakota 5,194,703.42 30,776.58
105 1 Extra Space - Burke, VA Fairfax 5,100,000.00 28,273.05
106 1 00 Xxxxx Xxxxxxxx Westchester 5,000,000.00 28,138.99
107 1 Xxxxxx Xxxxxx - Darnestown, MD Montgomery 4,940,000.00 28,828.50
108 1 BJB - Maple and Xxxxxxxx Apartments Xxxx 4,904,000.00 26296
109 1 000 Xxxxxxxxxxxxx Xxxxx Xxxxxxx 4,850,000.00 IO
110 1 000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 4,825,000.00 27,882.14
111 2 Wyndchase Apartments El Paso 4,800,000.00 26,446.35
112 1 Walgreens - Mauldin, SC Greenville 4,720,000.00 26,799.64
000 0 Xxxxx Xxxxx - Xxxxxx, XX Dallas 4,400,000.00 24,392.43
114 1 BJB - 0000 Xxxxx Xxxxxx Xxxx 4,280,000.00 22,949.82
115 2 Carisbrooke Apartments Phase III Champaign 4,270,767.26 23608
116 1 Walgreens - Houston, TX (Hillcroft Avenue) Xxxxxx 4,250,000.00 24,398.36
000 0 Xxxxxxxxx - Xxxxxxxx, XX Xxxx 4,183,577.46 24,280.64
000 0 Xxxxxxxxx - Xxxxx Xxxxxxxxxx, XX Xxxxxx 4,105,000.00 23,695.53
119 0 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx 4,050,000.00 23,506.22
120 1 Dreamy Draw Office Plaza Maricopa 4,000,000.00 22,887.55
000 0 Xxxxx Xxxxx - Xxx Xxxxx, XX Xxxxx 3,900,000.00 21,620.57
122 1 Extra Space - Columbus, OH (Xxxxx Road) Franklin 3,800,000.00 21,066.19
123 2 Driftwood Apartments Xxxxx 3,750,000.00 21,057.40
000 0 Xxxxxxxxx - Xxxxxxxxxx, XX Reno 3,462,000.00 IO
125 1 CVS - Winter Haven, FL Polk 3,424,000.00 IO
000 0 Xxxxx Xxxxx - Xxxxxxx, XX Xxxxxx 3,400,000.00 18,848.70
000 0 Xxxxxxxxx - Xxxxxx Xxxxxx, XX Xxxxxx 3,388,000.00 20,073.79
128 1 000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 3,375,000.00 19,503.05
000 0 Xxxxxxxxx - Xxxxx Xxxxxx, XX Xxxxxxxx 3,350,000.00 IO
130 0 Xxxxx Xxxxxx Xxxxx Xxxxxx 3,340,000.00 19,725.35
000 0 Xxxxx Xxxxx - Xxxxx, XX Collin 3,300,000.00 18294
132 0 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx 3,196,288.21 17,551.79
133 1 Extra Space - Memphis TN (Winchester Road) Shelby 3,100,000.00 17,185.58
134 1 US Storage Center - Gardena, CA Los Angeles 3,050,000.00 16,410.36
135 2 Kentwood Apartments Xxxxx 3,000,000.00 16,845.92
000 0 Xxxxxxxxx - Xxxxxx, XX Xxxxxx 2,891,000.00 IO
137 2 Barrington Apartments Champaign 2,873,774.15 15,867.81
000 0 Xxxxxxxxx - Xxxxxxxxxxx, XX Xxxxxxx 2,870,000.00 IO
139 0 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx 2,675,989.41 18,634.01
140 1 Conn's - Austin, TX Xxxxxx 2,640,000.00 IO
000 0 Xxxxx Xxxxx - Xxxx Xxxx Xxxxx, XX Palm Beach 2,600,000.00 14414
142 1 Conn's - Cedar Park, TX Xxxxxxxxxx 2,571,000.00 IO
143 0 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx 2,474,784.90 13,864.10
000 0 Xxxxx Xxxxx - Xxxxxx, XX Xxxxxx 2,400,000.00 13,304.96
145 1 Red Banks Crossing Shopping Center Pitt 2,327,000.00 14,822.66
000 0 Xxxxx Xxxxx - Xxxxx Xxxxxxxxx, XX Sacramento 2,200,000.00 12,196.22
000 0 Xxxxxxxx xx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx 2,200,000.00 13,474.32
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) Shelby 2,100,000.00 11,641.84
149 1 Extra Space - Columbus, OH (Xxxxxxxxx Drive) Franklin 1,500,000.00 8,315.60
150 1 Conn's - Hurst, TX Tarrant 1,444,000.00 IO
151 1 Rite Aid - Wheelersburg, OH Scioto 1,380,000.00 IO
(TABLE CONTINUED)
Morgage Loan
Loan Group
Number Number Property Name Grace Days Mortgage Rate (%)
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 5 5.4400%
2 1 Westin Casuarina Hotel & Spa 5.5100%
3 1 Abbey II Pool 5.1900%
3.01 Xxxxxxxx Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Xxxxxx Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Xxxxxx Commerce Center
4 1 Extra Space PRISA Pool 4.9700%
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Xxxxxxxxx Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) 5.7100%
6 1 Xxxxxxx Building 5.3300%
7 0 Xxxxx Xxxxxx xx Xxxxx Xxxxx 5.3000%
8 0 Xxxxx Xxxxx Xxxx 3 default (once a y5.4110%
9 1 One & Olney Square(2) 5.1200%
10 1 000 Xxxxxx Xxxxxx 5.4000%
11 1 Knollwood Mall 3 default (once a y5.3510%
12 2 Monte Viejo Apartments 5.4200%
13 1 Britannia Business Center II 5.3200%
14 1 Xxxxxxxx Phoenix Pool 5.5700%
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA 5.8800%
16 1 Britannia Business Center III 5.3200%
17 1 Greenery Mall 5.5100%
18 2 Park Ridge Apartments 5.2200%
19 2 Summerhill Pointe Apartments 5.7400%
20 1 Hamburg Village Shopping Center 5.6100%
21 1 River City Renaissance Pool 5.3200%
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center 5.0300%
23 1 The Shoppes at Eastchase & The Plaza at Eastchase 5.5200%
24 2 Knollwood Apartments 5.5700%
25 1 Palmer Town Center 5.5000%
26 2 Londontowne Apartments 5.4000%
28 1 Price Plaza Center 5.5800%
29 1 Lake Sweetwater Apartments(2) 5.4900%
30 1 Mansions in the Park 5.2400%
31 1 One Riverfront Plaza 5.6500%
32 2 Sherwood Acres Apartments 5.5700%
33 1 Walmart - Hazard, KY 5.3600%
35 1 Extra Space - Marina Del Ray, CA 5.2850%
36 1 Sugar Mill Apartments 5.6300%
37 RESERVED(4)
38 2 The Timbers Apartments 5.4500%
39 2 Willowbend Lake Apartments 5.5700%
40 1 Chloe Foods 6.5700%
41 1 Warner Atrium 5.0500%
42 1 Dublin Place Shopping Center 5.0900%
43 1 Marriott - Oklahoma City, OK 5.3500%
44 2 The Renaissance Apartments 5.2900%
45 1 BJB - North Pine Grove 4.9900%
46 1 Woodside Village Shopping Center(2) 5.4400%
47 1 Charter Pointe Apartments 5.5700%
48 1 Putnam Place(5) 5.8000%
49 1 Springfield Commons 5.2300%
50 1 One Grumman Road West 5.3700%
51 1 Carriage Oaks Apartments 4.7400%
52 1 Virginia Office Pool(2) 5.3500%
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center 5.0400%
54 1 Colonnades West Shopping Center 4.9900%
55 2 Vineyard Village Apartments 5.1300%
56 1 BJB - West Surf 4.9900%
57 1 Crenshaw Business Park 5.4800%
58 1 Brittany Lane Apartments 5.2700%
59 1 Comfort Inn - Warwick, RI 5.3800%
60 1 Holiday Inn Select - Orlando, FL 5.3500%
61 2 Camino Real Apartments 5.4200%
62 1 1201 Broadway 4.7800%
63 RESERVED(4)
64 1 Motel Pool I(6) 5.9100%
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments 5.5700%
66 1 Extra Space - Chatsworth, CA 5.2850%
67 1 Patrick Commerce Center 5.0600%
68 2 La Fontenay III Apartments 5.5700%
69 2 Citifront Apartments 5.2500%
70 2 Wellington Farms Apartments(7) 5.6300%
71 1 Scripps Ranch Marketplace II 5.6500%
72 1 White Stone Center 5.4500%
73 2 Parkway Crossing(2) 5.2500%
74 1 Extra Space - Philadelphia, PA 5.2850%
75 1 Colonial Estates Apartments 4.7400%
76 1 Loudoun Center 5.2200%
77 2 Tropicana Springs 5.1200%
78 1 River Pointe Mall(8) 5.1000%
79 2 Clocktower Apartments 5.1600%
80 2 Villa Sierra Apartments 5.2300%
81 2 Cedar Bluff Apartments 5.5700%
82 1 BJB - Ridge Pool 4.9900%
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH 5.5800%
84 1 BJB - Oakdale 4.9900%
85 1 Carmel Park II 5.5400%
87 1 Oak Grove Market 5.0400%
88 2 Colonie Apartments 5.5900%
89 1 Key Plaza 5.5900%
90 1 Motel Pool II(6) 5.9100%
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN 5.2850%
92 1 American Equities Technology Center(2)(9) 5.8700%
93 1 Buena Vista II Apartments 5.4000%
94 1 Extra Space - Long Beach, CA 5.2850%
95 1 Lake Plaza East 5.7500%
96 1 BJB - 1575 Oak Avenue 4.9900%
97 1 Kyrene Corporate Center 5.5700%
98 1 Extra Space - Miami, FL 5.2850%
99 1 BreckenRidge Apartments 5.5700%
100 1 US Storage Center - Long Beach, CA 5.0200%
101 2 Lake Pointe Apartments - Phase 2 5.2000%
102 1 Extra Space - Naples, FL 5.2850%
103 1 Walgreens - Metairie, LA 5.6000%
104 1 Kmart - West Saint Paul, MN 5.8800%
105 1 Extra Space - Burke, VA 5.2850%
106 1 34 South Broadway 5.4200%
107 1 Harris Teeter - Darnestown, MD 5.7500%
108 1 BJB - Maple and Dempster Apartments 4.9900%
109 1 350 Revolutionary Drive 5.3400%
110 1 445 Dolley Madison Road 5.6600%
111 2 Wyndchase Apartments 5.2300%
112 1 Walgreens - Mauldin, SC 5.5000%
113 1 Extra Space - Dallas, TX 5.2850%
114 1 BJB - 2247 Ridge Avenue 4.9900%
115 2 Carisbrooke Apartments Phase III 5.2400%
116 1 Walgreens - Houston, TX (Hillcroft Avenue) 5.6000%
117 1 Walgreens - Marietta, GA 5.6900%
118 1 Walgreens - North Wilkesboro, NC 5.6500%
119 1 Hillcrest Plaza Shopping Center 5.7000%
120 1 Dreamy Draw Office Plaza 5.5700%
121 1 Extra Space - Las Vegas, NV 5.2850%
122 1 Extra Space - Columbus, OH (Kenny Road) 5.2850%
123 2 Driftwood Apartments 5.4000%
124 1 Walgreens - Hutchinson, KS 5.5100%
125 1 CVS - Winter Haven, FL 5.0300%
126 1 Extra Space - Houston, TX 5.2850%
127 1 Walgreens - Harris County, TX 5.8900%
128 1 603 Dolley Madison Road 5.6600%
129 1 Walgreens - Saint Joseph, MO 5.0300%
130 1 Ninth Street North 5.8600%
131 1 Extra Space - Plano, TX 5.2850%
132 2 Turtle Place Apartments 5.1900%
133 1 Extra Space - Memphis TN (Winchester Road) 5.2850%
134 1 US Storage Center - Gardena, CA 5.0200%
135 2 Kentwood Apartments 5.4000%
136 1 Walgreens - Newton, KS 5.5100%
137 2 Barrington Apartments 5.2300%
138 1 Walgreens - Warrensburg, MO 5.0300%
139 1 Patterson Pope Building 5.5400%
140 1 Conn's - Austin, TX 5.7100%
141 1 Extra Space - West Palm Beach, FL 5.2850%
142 1 Conn's - Cedar Park, TX 5.7100%
143 2 Walworth Ridge Apartments 5.3600%
144 1 Extra Space - Austin, TX 5.2850%
145 1 Red Banks Crossing Shopping Center 5.8800%
146 1 Extra Space - North Highlands, CA 5.2850%
147 2 Landings at Pilot Point Apartments 6.2000%
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 5.2850%
149 1 Extra Space - Columbus, OH (Schofield Drive) 5.2850%
150 1 Conn's - Hurst, TX 5.7100%
151 1 Rite Aid - Wheelersburg, OH 5.4000%
(TABLE CONTINUED)
Remaining
Original Term to
Morgage Loan Term to Maturity or
Loan Group Number of Unit of Maturity or ARD
Number Number Property Name Units Measure ARD (Mos.) (Mos.)
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 1,472,460 Sq. Ft. 120 119
2 1 Westin Casuarina Hotel & Spa 826 Rooms 120 118
3 1 Abbey II Pool 1,415,100 Sq. Ft. 120 118
3.01 Fletcher Parkway Medical Center 82,024 Sq. Ft.
3.02 Upland Freeway Center 116,029 Sq. Ft.
3.03 Aliso Viejo Commerce Center 64,536 Sq. Ft.
3.04 Wimbledon Village 123,225 Sq. Ft.
3.05 Airport One Office Building(2) 88,284 Sq. Ft.
3.06 Cityview Plaza Office Park 150,263 Sq. Ft.
3.07 Commerce Corporate Center 67,314 Sq. Ft.
3.08 Ming Office Park 117,827 Sq. Ft.
3.09 Moreno Valley Commerce Center 111,060 Sq. Ft.
3.10 Glendora Commerce Center(2) 70,180 Sq. Ft.
3.11 La Mirada Commerce Center 82,011 Sq. Ft.
3.12 Abbey Center 66,448 Sq. Ft.
3.13 Arlington II - Riverside 131,263 Sq. Ft.
3.14 Fresno Airport (Gateway Plaza)(2) 52,050 Sq. Ft.
3.15 Palm Springs Airport 62,986 Sq. Ft.
3.16 Mt. Vernon Commerce Center 29,600 Sq. Ft.
4 1 Extra Space PRISA Pool 2,367,932 Sq. Ft. 84 80
4.01 Extra Space PRISA - Brooklyn, NY 111,658 Sq. Ft.
4.02 Extra Space PRISA - Alexandria, VA 68,465 Sq. Ft.
4.03 Extra Space PRISA - Hawaiian Gardens, CA 135,233 Sq. Ft.
4.04 Extra Space PRISA - Miami, FL (Coral Way) 75,389 Sq. Ft.
4.05 Extra Space PRISA - Hicksville, NY 81,985 Sq. Ft.
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street) 46,776 Sq. Ft.
4.07 Extra Space PRISA - Santa Cruz, CA 66,571 Sq. Ft.
4.08 Extra Space PRISA - Fredericksburg, VA 71,775 Sq. Ft.
4.09 Extra Space PRISA - Santa Fe, NM 83,773 Sq. Ft.
4.1 Extra Space PRISA - Birmingham, AL 60,775 Sq. Ft.
4.11 Extra Space PRISA - Kingston, NY 78,900 Sq. Ft.
4.12 Extra Space PRISA - Ridge, NY 71200 Sq. Ft.
4.13 Extra Space PRISA - Skokie, IL 60522 Sq. Ft.
4.14 Extra Space PRISA - Gambrills, MD 55975 Sq. Ft.
4.15 Extra Space PRISA - Tyngsboro, MA 79200 Sq. Ft.
4.16 Extra Space PRISA - Brookfield, CT 79665 Sq. Ft.
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) 80707 Sq. Ft.
4.18 Extra Space PRISA - Aloha, OR 71310 Sq. Ft.
4.19 Extra Space PRISA - Belleville, MI 85550 Sq. Ft.
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) 31069 Sq. Ft.
4.21 Extra Space PRISA - Dallas, TX 75316 Sq. Ft.
4.22 Extra Space PRISA - Mount Laurel, NJ 46340 Sq. Ft.
4.23 Extra Space PRISA - Spring, TX 70,340 Sq. Ft.
4.24 Extra Space PRISA - Towson, MD 82,875 Sq. Ft.
4.25 Extra Space PRISA - Vancouver, WA 62,730 Sq. Ft.
4.26 Extra Space PRISA - Moreno Valley, CA 44,736 Sq. Ft.
4.27 Extra Space PRISA - Harrison, NJ 29,866 Sq. Ft.
4.28 Extra Space PRISA - Mesa, AZ 79,558 Sq. Ft.
4.29 Extra Space PRISA - Bartlett, TN 69,745 Sq. Ft.
4.3 Extra Space PRISA - Hauppauge, NY 57,030 Sq. Ft.
4.31 Extra Space PRISA - Willoughby, OH 46,800 Sq. Ft.
4.32 Extra Space PRISA - Mentor, OH 75,800 Sq. Ft.
4.33 Extra Space PRISA - Memphis, TN (Covington Way) 65,454 Sq. Ft.
4.34 Extra Space PRISA - Amsterdam, NY 27,900 Sq. Ft.
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road) 36,944 Sq. Ft.
5 1 300 Four Falls Corporate Center(2) 292,575 Sq. Ft. 120 120
6 1 Tiffany Building 367,740 Sq. Ft. 120 118
7 1 Metro Pointe at South Coast 385,620 Sq. Ft. 120 120
8 1 Eagle Ridge Mall 508,976 Sq. Ft. 120 118
9 1 One & Olney Square(2) 344,948 Sq. Ft. 120 116
10 1 501 Second Street 207,809 Sq. Ft. 120 119
11 1 Knollwood Mall 464,402 Sq. Ft. 120 118
12 2 Monte Viejo Apartments 480 Units 120 118
13 1 Britannia Business Center II 276,210 Sq. Ft. 120 118
14 1 Birtcher Phoenix Pool 299,220 Sq. Ft. 120 118
14.01 AIG Building 106,397 Sq. Ft.
14.02 TriWest Healthcare Complex 119,131 Sq. Ft.
14.03 NCS Pearson Building 49,920 Sq. Ft.
14.04 Hypercom Building 23,772 Sq. Ft.
15 1 Residence Inn - Beverly Hills, CA 186 Rooms 120 119
16 1 Britannia Business Center III 191,009 Sq. Ft. 120 118
17 1 Greenery Mall 219,105 Sq. Ft. 120 118
18 2 Park Ridge Apartments 348 Units 120 119
19 2 Summerhill Pointe Apartments 576 Units 120 119
20 1 Hamburg Village Shopping Center 139,196 Sq. Ft. 120 120
21 1 River City Renaissance Pool 362 Units 120 118
21.01 3501 Stuart Avenue 155 Units
21.02 3115 Monument Avenue 33 Units
21.03 2516 West Grace Street 12 Units
21.04 2716 West Grace Street 12 Units
21.05 2726 West Grace Street 12 Units
21.06 2730 West Grace Street 12 Units
21.07 2734 West Grace Street 12 Units
21.08 711 North Boulevard 12 Units
21.09 801-803 North Boulevard 12 Units
21.1 805 North Boulevard 12 Units
21.11 808 North Boulevard 12 Units
21.12 811 North Boulevard 12 Units
21.13 2215 Monument Avenue 9 Units
21.14 25 North Boulevard 9 Units
21.15 2810 Monument Avenue 6 Units
21.16 706 North Boulevard 6 Units
21.17 2700 West Grace Street 5 Units
21.18 2233 Monument Avenue 4 Units
21.19 803 North Robinson Street 4 Units
21.2 2217 Monument Avenue 3 Units
21.21 2225 Monument Avenue 3 Units
21.22 622 North Boulevard 3 Units
21.23 306 North Nansemond Street 2 Units
22 1 Cottonwood Corners Shopping Center 217,911 Sq. Ft. 120 119
23 1 The Shoppes at Eastchase & The Plaza at Eastchase 364,403 Sq. Ft. 120 119
24 2 Knollwood Apartments 704 Units 120 120
25 1 Palmer Town Center 153,400 Sq. Ft. 120 118
26 2 Londontowne Apartments 692 Units 120 120
28 1 Price Plaza Center 205,818 Sq. Ft. 120 120
29 1 Lake Sweetwater Apartments(2) 448 Units 60 58
30 1 Mansions in the Park 264 Units 60 58
31 1 One Riverfront Plaza 130,726 Sq. Ft. 120 120
32 2 Sherwood Acres Apartments 604 Units 120 120
33 1 Walmart - Hazard, KY 209,847 Sq. Ft. 120 117
35 1 Extra Space - Marina Del Ray, CA 113,706 Sq. Ft. 120 116
36 1 Sugar Mill Apartments 244 Units 60 59
37 RESERVED(4)
38 2 The Timbers Apartments 240 Units 120 119
39 2 Willowbend Lake Apartments 360 Units 120 120
40 1 Chloe Foods 267,290 Sq. Ft. 84 84
41 1 Warner Atrium 125,666 Sq. Ft. 120 116
42 1 Dublin Place Shopping Center 265,400 Sq. Ft. 120 119
43 1 Marriott - Oklahoma City, OK 197 Rooms 120 119
44 2 The Renaissance Apartments 360 Units 120 117
45 1 BJB - North Pine Grove 106 Units 120 118
46 1 Woodside Village Shopping Center(2) 90,575 Sq. Ft. 120 120
47 1 Charter Pointe Apartments 312 Units 120 120
48 1 Putnam Place(5) 153,336 Sq. Ft. 120 119
49 1 Springfield Commons 207,497 Sq. Ft. 120 119
50 1 One Grumman Road West 365,204 Sq. Ft. 120 119
51 1 Carriage Oaks Apartments 336 Units 60 58
52 1 Virginia Office Pool(2) 223,038 Sq. Ft. 120 119
52.01 Wythe Building 61,461 Sq. Ft.
52.02 Culpeper Building 54,832 Sq. Ft.
52.03 Almond Building 40,392 Sq. Ft.
52.04 Lee Building 35,001 Sq. Ft.
52.05 Ratcliffe Building 31,352 Sq. Ft.
53 1 Yamato Office Center 170,522 Sq. Ft. 120 119
54 1 Colonnades West Shopping Center 136,000 Sq. Ft. 120 119
55 2 Vineyard Village Apartments 164 Units 120 120
56 1 BJB - West Surf 124 Units 120 118
57 1 Crenshaw Business Park 197,320 Sq. Ft. 120 118
58 1 Brittany Lane Apartments 189 Units 120 119
59 1 Comfort Inn - Warwick, RI 201 Rooms 120 119
60 1 Holiday Inn Select - Orlando, FL 245 Rooms 120 119
61 2 Camino Real Apartments 248 Units 120 118
62 1 1201 Broadway 131,874 Sq. Ft. 120 118
63 RESERVED(4)
64 1 Motel Pool I(6) 381 Rooms 120 120
64.01 Settle Inn - Council Bluffs, IA 100 Rooms
64.02 Settle Inn - Bellevue, NE 70 Rooms
64.03 Best Western Settle Inn - Omaha, NE 74 Rooms
64.04 Settle Inn - Lincoln, NE 70 Rooms
64.05 Settle Inn - Altoona, IA 67 Rooms
65 2 Forestwood Apartments 272 Units 120 120
66 1 Extra Space - Chatsworth, CA 103,213 Sq. Ft. 120 116
67 1 Patrick Commerce Center 223,590 Sq. Ft. 120 119
68 2 La Fontenay III Apartments 248 Units 120 120
69 2 Citifront Apartments 155 Units 120 118
70 2 Wellington Farms Apartments(7) 253 Units 120 118
71 1 Scripps Ranch Marketplace II 28,700 Sq. Ft. 120 120
72 1 White Stone Center 69,705 Sq. Ft. 120 118
73 2 Parkway Crossing(2) 248 Units 120 119
74 1 Extra Space - Philadelphia, PA 104,472 Sq. Ft. 120 116
75 1 Colonial Estates Apartments 192 Units 60 58
76 1 Loudoun Center 80,381 Sq. Ft. 120 119
77 2 Tropicana Springs 140 Units 120 119
78 1 River Pointe Mall(8) 173,076 Sq. Ft. 120 118
79 2 Clocktower Apartments 195 Units 120 119
80 2 Villa Sierra Apartments 243 Units 120 119
81 2 Cedar Bluff Apartments 192 Units 120 120
82 1 BJB - Ridge Pool 62 Units 120 118
82.01 BJB - 2129-2135 Ridge 31 Units
82.02 BJB - 2121 Ridge 31 Units
83 1 Kohl's - Wadsworth, OH 88,408 Sq. Ft. 120 119
84 1 BJB - Oakdale 68 Units 120 118
85 1 Carmel Park II 84,523 Sq. Ft. 120 120
87 1 Oak Grove Market 97,207 Sq. Ft. 120 119
88 2 Colonie Apartments 184 Units 120 119
89 1 Key Plaza 81,918 Sq. Ft. 120 120
90 1 Motel Pool II(6) 344 Rooms 120 120
90.01 Best Western - Grand Forks, ND 101 Rooms
90.02 Best Western - Lincoln, NE 64 Rooms
90.03 Settle Inn - Grand Forks, ND 88 Rooms
90.04 Settle Inn - Kaukauna, WI 46 Rooms
90.05 Super 8 - Seward, NE 45 Rooms
91 1 Extra Space - Cordova, TN 89,315 Sq. Ft. 120 116
92 1 American Equities Technology Center(2)(9) 144,750 Sq. Ft. 120 120
93 1 Buena Vista II Apartments 206 Units 120 120
94 1 Extra Space - Long Beach, CA 68,355 Sq. Ft. 120 116
95 1 Lake Plaza East 71,998 Sq. Ft. 120 119
96 1 BJB - 1575 Oak Avenue 57 Units 120 118
97 1 Kyrene Corporate Center 48,350 Sq. Ft. 120 118
98 1 Extra Space - Miami, FL 77,346 Sq. Ft. 120 116
99 1 BreckenRidge Apartments 120 Units 120 120
100 1 US Storage Center - Long Beach, CA 72,608 Sq. Ft. 120 119
101 2 Lake Pointe Apartments - Phase 2 100 Units 120 119
102 1 Extra Space - Naples, FL 81,640 Sq. Ft. 120 116
103 1 Walgreens - Metairie, LA 13,650 Sq. Ft. 120 120
104 1 Kmart - West Saint Paul, MN 103,500 Sq. Ft. 120 119
105 1 Extra Space - Burke, VA 75,525 Sq. Ft. 120 116
106 1 34 South Broadway 51,836 Sq. Ft. 120 119
107 1 Harris Teeter - Darnestown, MD 43,256 Sq. Ft. 120 119
108 1 BJB - Maple and Dempster Apartments 52 Units 120 118
109 1 350 Revolutionary Drive 74,871 Sq. Ft. 84 83
110 1 445 Dolley Madison Road 52,048 Sq. Ft. 120 120
111 2 Wyndchase Apartments 150 Units 120 119
112 1 Walgreens - Mauldin, SC 14,465 Sq. Ft. 120 120
113 1 Extra Space - Dallas, TX 65,500 Sq. Ft. 120 116
114 1 BJB - 2247 Ridge Avenue 37 Units 120 118
115 2 Carisbrooke Apartments Phase III 80 Units 120 118
116 1 Walgreens - Houston, TX (Hillcroft Avenue) 14,820 Sq. Ft. 120 120
117 1 Walgreens - Marietta, GA 14,560 Sq. Ft. 120 119
118 1 Walgreens - North Wilkesboro, NC 14,560 Sq. Ft. 120 120
119 1 Hillcrest Plaza Shopping Center 57,593 Sq. Ft. 120 120
120 1 Dreamy Draw Office Plaza 31,051 Sq. Ft. 120 118
121 1 Extra Space - Las Vegas, NV 74,625 Sq. Ft. 120 116
122 1 Extra Space - Columbus, OH (Kenny Road) 62,308 Sq. Ft. 120 116
123 2 Driftwood Apartments 128 Units 120 120
124 1 Walgreens - Hutchinson, KS 14,395 Sq. Ft. 120 116
125 1 CVS - Winter Haven, FL 13,824 Sq. Ft. 120 117
126 1 Extra Space - Houston, TX 56,965 Sq. Ft. 120 116
127 1 Walgreens - Harris County, TX 14,820 Sq. Ft. 120 120
128 1 603 Dolley Madison Road 28,898 Sq. Ft. 120 120
129 1 Walgreens - Saint Joseph, MO 14,573 Sq. Ft. 120 116
130 1 Ninth Street North 23,273 Sq. Ft. 120 119
131 1 Extra Space - Plano, TX 77,900 Sq. Ft. 120 116
132 2 Turtle Place Apartments 88 Units 120 119
133 1 Extra Space - Memphis TN (Winchester Road) 78,724 Sq. Ft. 120 116
134 1 US Storage Center - Gardena, CA 43,590 Sq. Ft. 120 119
135 2 Kentwood Apartments 104 Units 120 120
136 1 Walgreens - Newton, KS 14,444 Sq. Ft. 120 116
137 2 Barrington Apartments 69 Units 120 118
138 1 Walgreens - Warrensburg, MO 14,490 Sq. Ft. 120 113
139 1 Patterson Pope Building 93,000 Sq. Ft. 120 116
140 1 Conn's - Austin, TX 24,960 Sq. Ft. 60 58
141 1 Extra Space - West Palm Beach, FL 51,755 Sq. Ft. 120 116
142 1 Conn's - Cedar Park, TX 24,960 Sq. Ft. 60 58
143 2 Walworth Ridge Apartments 40 Units 120 118
144 1 Extra Space - Austin, TX 57,450 Sq. Ft. 120 116
145 1 Red Banks Crossing Shopping Center 28,433 Sq. Ft. 120 120
146 1 Extra Space - North Highlands, CA 66,250 Sq. Ft. 120 116
147 2 Landings at Pilot Point Apartments 60 Units 120 120
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 73,770 Sq. Ft. 120 116
149 1 Extra Space - Columbus, OH (Schofield Drive) 49,775 Sq. Ft. 120 116
150 1 Conn's - Hurst, TX 25,230 Sq. Ft. 60 58
151 1 Rite Aid - Wheelersburg, OH 10,650 Sq. Ft. 60 55
(TABLE CONTINUED)
Morgage Loan Maturity Original Remaining
Loan Group Date or Amort Term Amort Term Ground
Number Number Property Name ARD (Mos.) (Mos.) Lease
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 11/11/15 360 360 Fee
2 1 Westin Casuarina Hotel & Spa 10/11/15 360 358 Fee
3 1 Abbey II Pool 10/11/15 360 360 Various
3.01 Fletcher Parkway Medical Center Fee
3.02 Upland Freeway Center Fee
3.03 Aliso Viejo Commerce Center Fee
3.04 Wimbledon Village Fee
3.05 Airport One Office Building(2) Leasehold
3.06 Cityview Plaza Office Park Leasehold
3.07 Commerce Corporate Center Fee
3.08 Ming Office Park Fee
3.09 Moreno Valley Commerce Center Fee
3.10 Glendora Commerce Center(2) Fee
3.11 La Mirada Commerce Center Fee
3.12 Abbey Center Fee
3.13 Arlington II - Riverside Fee
3.14 Fresno Airport (Gateway Plaza)(2) Fee
3.15 Palm Springs Airport Leasehold
3.16 Mt. Vernon Commerce Center Fee
4 1 Extra Space PRISA Pool 08/11/12 IO IO Fee
4.01 Extra Space PRISA - Brooklyn, NY Fee
4.02 Extra Space PRISA - Alexandria, VA Fee
4.03 Extra Space PRISA - Hawaiian Gardens, CA Fee
4.04 Extra Space PRISA - Miami, FL (Coral Way) Fee
4.05 Extra Space PRISA - Hicksville, NY Fee
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street) Fee
4.07 Extra Space PRISA - Santa Cruz, CA Fee
4.08 Extra Space PRISA - Fredericksburg, VA Fee
4.09 Extra Space PRISA - Santa Fe, NM Fee
4.1 Extra Space PRISA - Birmingham, AL Fee
4.11 Extra Space PRISA - Kingston, NY Fee
4.12 Extra Space PRISA - Ridge, NY Fee
4.13 Extra Space PRISA - Skokie, IL Fee
4.14 Extra Space PRISA - Gambrills, MD Fee
4.15 Extra Space PRISA - Tyngsboro, MA Fee
4.16 Extra Space PRISA - Brookfield, CT Fee
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) Fee
4.18 Extra Space PRISA - Aloha, OR Fee
4.19 Extra Space PRISA - Belleville, MI Fee
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) Fee
4.21 Extra Space PRISA - Dallas, TX Fee
4.22 Extra Space PRISA - Mount Laurel, NJ Fee
4.23 Extra Space PRISA - Spring, TX Fee
4.24 Extra Space PRISA - Towson, MD Fee
4.25 Extra Space PRISA - Vancouver, WA Fee
4.26 Extra Space PRISA - Moreno Valley, CA Fee
4.27 Extra Space PRISA - Harrison, NJ Fee
4.28 Extra Space PRISA - Mesa, AZ Fee
4.29 Extra Space PRISA - Bartlett, TN Fee
4.3 Extra Space PRISA - Hauppauge, NY Fee
4.31 Extra Space PRISA - Willoughby, OH Fee
4.32 Extra Space PRISA - Mentor, OH Fee
4.33 Extra Space PRISA - Memphis, TN (Covington Way) Fee
4.34 Extra Space PRISA - Amsterdam, NY Fee
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road) Fee
5 1 300 Four Falls Corporate Center(2) 01/11/16 360 360 Fee
6 1 Tiffany Building 10/11/15 Varies Varies Fee
7 1 Metro Pointe at South Coast 12/11/15 360 360 Leasehold
8 1 Eagle Ridge Mall 10/11/15 360 358 Fee
9 1 One & Olney Square(2) 08/11/15 360 360 Fee
10 1 501 Second Street 11/11/15 360 360 Fee
11 1 Knollwood Mall 10/11/15 360 358 Fee
12 2 Monte Viejo Apartments 10/11/15 360 360 Fee
13 1 Britannia Business Center II 10/11/15 360 360 Fee
14 1 Birtcher Phoenix Pool 10/11/15 360 360 Fee
14.01 AIG Building Fee
14.02 TriWest Healthcare Complex Fee
14.03 NCS Pearson Building Fee
14.04 Hypercom Building Fee
15 1 Residence Inn - Beverly Hills, CA 11/11/15 300 300 Fee
16 1 Britannia Business Center III 10/11/15 360 360 Fee
17 1 Greenery Mall 10/11/15 360 360 Fee
18 2 Park Ridge Apartments 11/11/15 IO IO Fee
19 2 Summerhill Pointe Apartments 11/11/15 360 360 Fee
20 1 Hamburg Village Shopping Center 12/11/15 IO IO Fee
21 1 River City Renaissance Pool 10/11/15 360 358 Fee
21.01 3501 Stuart Avenue Fee
21.02 3115 Monument Avenue Fee
21.03 2516 West Grace Street Fee
21.04 2716 West Grace Street Fee
21.05 2726 West Grace Street Fee
21.06 2730 West Grace Street Fee
21.07 2734 West Grace Street Fee
21.08 711 North Boulevard Fee
21.09 801-803 North Boulevard Fee
21.1 805 North Boulevard Fee
21.11 808 North Boulevard Fee
21.12 811 North Boulevard Fee
21.13 2215 Monument Avenue Fee
21.14 25 North Boulevard Fee
21.15 2810 Monument Avenue Fee
21.16 706 North Boulevard Fee
21.17 2700 West Grace Street Fee
21.18 2233 Monument Avenue Fee
21.19 803 North Robinson Street Fee
21.2 2217 Monument Avenue Fee
21.21 2225 Monument Avenue Fee
21.22 622 North Boulevard Fee
21.23 306 North Nansemond Street Fee
22 1 Cottonwood Corners Shopping Center 11/11/15 IO IO Fee
23 1 The Shoppes at Eastchase & The Plaza at Eastchase 11/11/15 IO IO Fee
24 2 Knollwood Apartments 12/11/15 360 360 Fee
25 1 Palmer Town Center 10/11/15 IO IO Fee
26 2 Londontowne Apartments 12/11/15 360 360 Fee
28 1 Price Plaza Center 12/11/15 IO IO Fee
29 1 Lake Sweetwater Apartments(2) 10/11/10 360 358 Fee
30 1 Mansions in the Park 10/11/10 IO IO Fee
31 1 One Riverfront Plaza 12/11/15 342 342 Fee
32 2 Sherwood Acres Apartments 12/11/15 360 360 Fee
33 1 Walmart - Hazard, KY 09/11/15 IO IO Fee
35 1 Extra Space - Marina Del Ray, CA 08/11/15 360 360 Fee
36 1 Sugar Mill Apartments 11/11/10 IO IO Fee
37 RESERVED(4)
38 2 The Timbers Apartments 11/11/15 IO IO Fee
39 2 Willowbend Lake Apartments 12/11/15 360 360 Fee
40 1 Chloe Foods 12/11/12 300 300 Fee
41 1 Warner Atrium 08/11/15 360 356 Fee
42 1 Dublin Place Shopping Center 11/11/15 IO IO Fee
43 1 Marriott - Oklahoma City, OK 11/11/15 300 300 Fee
44 2 The Renaissance Apartments 09/11/15 IO IO Fee
45 1 BJB - North Pine Grove 10/11/15 360 360 Fee
46 1 Woodside Village Shopping Center(2) 12/11/15 360 360 Fee
47 1 Charter Pointe Apartments 12/11/15 360 360 Fee
48 1 Putnam Place(5) 11/11/15 360 360 Fee
49 1 Springfield Commons 11/11/15 360 360 Fee
50 1 One Grumman Road West 11/11/15 342 342 Fee
51 1 Carriage Oaks Apartments 10/11/10 IO IO Fee
52 1 Virginia Office Pool(2) 11/11/15 360 360 Fee
52.01 Wythe Building Fee
52.02 Culpeper Building Fee
52.03 Almond Building Fee
52.04 Lee Building Fee
52.05 Ratcliffe Building Fee
53 1 Yamato Office Center 11/11/15 IO IO Fee
54 1 Colonnades West Shopping Center 11/11/15 IO IO Fee
55 2 Vineyard Village Apartments 12/11/15 360 360 Fee
56 1 BJB - West Surf 10/11/15 360 360 Fee
57 1 Crenshaw Business Park 10/11/15 360 360 Fee
58 1 Brittany Lane Apartments 11/11/15 360 360 Fee
59 1 Comfort Inn - Warwick, RI 11/11/15 300 300 Fee
60 1 Holiday Inn Select - Orlando, FL 11/11/15 300 300 Fee
61 2 Camino Real Apartments 10/11/15 IO IO Fee
62 1 1201 Broadway 10/11/15 360 358 Fee
63 RESERVED(4)
64 1 Motel Pool I(6) 12/11/15 240 240 Fee
64.01 Settle Inn - Council Bluffs, IA Fee
64.02 Settle Inn - Bellevue, NE Fee
64.03 Best Western Settle Inn - Omaha, NE Fee
64.04 Settle Inn - Lincoln, NE Fee
64.05 Settle Inn - Altoona, IA Fee
65 2 Forestwood Apartments 12/11/15 360 360 Fee
66 1 Extra Space - Chatsworth, CA 08/11/15 360 360 Fee
67 1 Patrick Commerce Center 11/11/15 IO IO Fee
68 2 La Fontenay III Apartments 12/11/15 360 360 Fee
69 2 Citifront Apartments 10/11/15 360 360 Fee
70 2 Wellington Farms Apartments(7) 10/11/15 336 336 Fee
71 1 Scripps Ranch Marketplace II 12/11/15 360 360 Fee
72 1 White Stone Center 10/11/15 360 358 Fee
73 2 Parkway Crossing(2) 11/11/15 360 360 Fee
74 1 Extra Space - Philadelphia, PA 08/11/15 360 360 Fee
75 1 Colonial Estates Apartments 10/11/10 IO IO Fee
76 1 Loudoun Center 11/11/15 360 360 Fee
77 2 Tropicana Springs 11/11/15 IO IO Fee
78 1 River Pointe Mall(8) 10/11/15 360 360 Fee
79 2 Clocktower Apartments 11/11/15 IO IO Fee
80 2 Villa Sierra Apartments 11/11/15 360 360 Fee
81 2 Cedar Bluff Apartments 12/11/15 360 360 Fee
82 1 BJB - Ridge Pool 10/11/15 360 360 Fee
82.01 BJB - 2129-2135 Ridge Fee
82.02 BJB - 2121 Ridge Fee
83 1 Kohl's - Wadsworth, OH 11/11/15 360 359 Fee
84 1 BJB - Oakdale 10/11/15 360 360 Fee
85 1 Carmel Park II 12/11/15 360 360 Fee
87 1 Oak Grove Market 11/11/15 IO IO Fee
88 2 Colonie Apartments 11/11/15 360 360 Fee
89 1 Key Plaza 12/11/15 360 360 Fee
90 1 Motel Pool II(6) 12/11/15 240 240 Fee
90.01 Best Western - Grand Forks, ND Fee
90.02 Best Western - Lincoln, NE Fee
90.03 Settle Inn - Grand Forks, ND Fee
90.04 Settle Inn - Kaukauna, WI Fee
90.05 Super 8 - Seward, NE Fee
91 1 Extra Space - Cordova, TN 08/11/15 360 360 Fee
92 1 American Equities Technology Center(2)(9) 12/11/15 360 360 Fee
93 1 Buena Vista II Apartments 12/11/15 360 360 Fee
94 1 Extra Space - Long Beach, CA 08/11/15 360 360 Fee
95 1 Lake Plaza East 11/11/15 360 360 Fee
96 1 BJB - 1575 Oak Avenue 10/11/15 360 360 Fee
97 1 Kyrene Corporate Center 10/11/15 360 360 Fee
98 1 Extra Space - Miami, FL 08/11/15 360 360 Fee
99 1 BreckenRidge Apartments 12/11/15 360 360 Fee
100 1 US Storage Center - Long Beach, CA 11/11/15 360 360 Fee
101 2 Lake Pointe Apartments - Phase 2 11/11/15 360 359 Fee
102 1 Extra Space - Naples, FL 08/11/15 360 360 Fee
103 1 Walgreens - Metairie, LA 12/11/15 360 360 Fee
104 1 Kmart - West Saint Paul, MN 11/11/15 360 359 Leasehold
105 1 Extra Space - Burke, VA 08/11/15 360 360 Fee
106 1 34 South Broadway 11/11/15 360 360 Fee
107 1 Harris Teeter - Darnestown, MD 11/11/15 360 360 Fee
108 1 BJB - Maple and Dempster Apartments 10/11/15 360 360 Fee
109 1 350 Revolutionary Drive 11/11/12 IO IO Fee
110 1 445 Dolley Madison Road 12/11/15 360 360 Fee
111 2 Wyndchase Apartments 11/11/15 360 360 Fee
112 1 Walgreens - Mauldin, SC 12/11/15 360 360 Fee
113 1 Extra Space - Dallas, TX 08/11/15 360 360 Fee
114 1 BJB - 2247 Ridge Avenue 10/11/15 360 360 Fee
115 2 Carisbrooke Apartments Phase III 10/11/15 360 358 Fee
116 1 Walgreens - Houston, TX (Hillcroft Avenue) 12/11/15 360 360 Fee
117 1 Walgreens - Marietta, GA 11/11/15 360 359 Fee
118 1 Walgreens - North Wilkesboro, NC 12/11/15 360 360 Fee
119 1 Hillcrest Plaza Shopping Center 12/11/15 360 360 Fee
120 1 Dreamy Draw Office Plaza 10/11/15 360 360 Fee
121 1 Extra Space - Las Vegas, NV 08/11/15 360 360 Fee
122 1 Extra Space - Columbus, OH (Kenny Road) 08/11/15 360 360 Fee
123 2 Driftwood Apartments 12/11/15 360 360 Fee
124 1 Walgreens - Hutchinson, KS 08/11/15 IO IO Fee
125 1 CVS - Winter Haven, FL 09/11/15 IO IO Fee
126 1 Extra Space - Houston, TX 08/11/15 360 360 Fee
127 1 Walgreens - Harris County, TX 12/11/15 360 360 Fee
128 1 603 Dolley Madison Road 12/11/15 360 360 Fee
129 1 Walgreens - Saint Joseph, MO 08/11/15 IO IO Fee
130 1 Ninth Street North 11/11/15 360 360 Fee
131 1 Extra Space - Plano, TX 08/11/15 360 360 Fee
132 2 Turtle Place Apartments 11/11/15 360 359 Fee
133 1 Extra Space - Memphis TN (Winchester Road) 08/11/15 360 360 Fee
134 1 US Storage Center - Gardena, CA 11/11/15 360 360 Fee
135 2 Kentwood Apartments 12/11/15 360 360 Fee
136 1 Walgreens - Newton, KS 08/11/15 IO IO Fee
137 2 Barrington Apartments 10/11/15 360 358 Fee
138 1 Walgreens - Warrensburg, MO 05/11/15 IO IO Fee
139 1 Patterson Pope Building 08/11/15 240 236 Fee
140 1 Conn's - Austin, TX 10/11/10 IO IO Fee
141 1 Extra Space - West Palm Beach, FL 08/11/15 360 360 Fee
142 1 Conn's - Cedar Park, TX 10/11/10 IO IO Fee
143 2 Walworth Ridge Apartments 10/11/15 360 358 Fee
144 1 Extra Space - Austin, TX 08/11/15 360 360 Fee
145 1 Red Banks Crossing Shopping Center 12/11/15 300 300 Fee
146 1 Extra Space - North Highlands, CA 08/11/15 360 360 Fee
147 2 Landings at Pilot Point Apartments 12/11/15 360 360 Fee
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 08/11/15 360 360 Fee
149 1 Extra Space - Columbus, OH (Schofield Drive) 08/11/15 360 360 Fee
150 1 Conn's - Hurst, TX 10/11/10 IO IO Fee
151 1 Rite Aid - Wheelersburg, OH 07/11/10 IO IO Fee
(TABLE CONTINUED)
Morgage Loan Master
Loan Group Servicing Anticipated
Number Number Property Name Fee Rate ARD Loan Repayment Date
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 0.02000% N
2 1 Westin Casuarina Hotel & Spa 0.02000% N
3 1 Abbey II Pool 0.02000% N
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool 0.02000% N
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) 0.02000% N
6 1 Tiffany Building 0.02000% Y 10/11/15
7 1 Metro Pointe at South Coast 0.02000% N
8 1 Eagle Ridge Mall 0.02000% N
9 1 One & Olney Square(2) 0.02000% N
10 1 501 Second Street 0.02000% N
11 1 Knollwood Mall 0.02000% N
12 2 Monte Viejo Apartments 0.02000% N
13 1 Britannia Business Center II 0.02000% N
14 1 Birtcher Phoenix Pool 0.02000% N
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA 0.02000% N
16 1 Britannia Business Center III 0.02000% N
17 1 Greenery Mall 0.02000% N
18 2 Park Ridge Apartments 0.02000% N
19 2 Summerhill Pointe Apartments 0.02000% N
20 1 Hamburg Village Shopping Center 0.02000% N
21 1 River City Renaissance Pool 0.02000% N
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center 0.02000% N
23 1 The Shoppes at Eastchase & The Plaza at Eastchase 0.02000% N
24 2 Knollwood Apartments 0.02000% N
25 1 Palmer Town Center 0.02000% Y 10/11/15
26 2 Londontowne Apartments 0.02000% N
28 1 Price Plaza Center 0.02000% Y 12/11/15
29 1 Lake Sweetwater Apartments(2) 0.02000% N
30 1 Mansions in the Park 0.02000% N
31 1 One Riverfront Plaza 0.02000% N
32 2 Sherwood Acres Apartments 0.02000% N
33 1 Walmart - Hazard, KY 0.02000% Y 09/11/15
35 1 Extra Space - Marina Del Ray, CA 0.02000% N
36 1 Sugar Mill Apartments 0.02000% N
37 RESERVED(4)
38 2 The Timbers Apartments 0.02000% N
39 2 Willowbend Lake Apartments 0.02000% N
40 1 Chloe Foods 0.02000% N
41 1 Warner Atrium 0.02000% N
42 1 Dublin Place Shopping Center 0.02000% N
43 1 Marriott - Oklahoma City, OK 0.02000% N
44 2 The Renaissance Apartments 0.02000% N
45 1 BJB - North Pine Grove 0.02000% N
46 1 Woodside Village Shopping Center(2) 0.02000% N
47 1 Charter Pointe Apartments 0.02000% N
48 1 Putnam Place(5) 0.02000% N
49 1 Springfield Commons 0.02000% N
50 1 One Grumman Road West 0.02000% N
51 1 Carriage Oaks Apartments 0.02000% N
52 1 Virginia Office Pool(2) 0.04000% N
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center 0.02000% N
54 1 Colonnades West Shopping Center 0.02000% N
55 2 Vineyard Village Apartments 0.02000% N
56 1 BJB - West Surf 0.02000% N
57 1 Crenshaw Business Park 0.02000% N
58 1 Brittany Lane Apartments 0.02000% N
59 1 Comfort Inn - Warwick, RI 0.02000% N
60 1 Holiday Inn Select - Orlando, FL 0.02000% N
61 2 Camino Real Apartments 0.02000% Y 10/11/15
62 1 1201 Broadway 0.02000% N
63 RESERVED(4)
64 1 Motel Pool I(6) 0.02000% N
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments 0.02000% N
66 1 Extra Space - Chatsworth, CA 0.02000% N
67 1 Patrick Commerce Center 0.02000% N
68 2 La Fontenay III Apartments 0.02000% N
69 2 Citifront Apartments 0.02000% N
70 2 Wellington Farms Apartments(7) 0.02000% N
71 1 Scripps Ranch Marketplace II 0.02000% N
72 1 White Stone Center 0.02000% N
73 2 Parkway Crossing(2) 0.02000% N
74 1 Extra Space - Philadelphia, PA 0.02000% N
75 1 Colonial Estates Apartments 0.02000% N
76 1 Loudoun Center 0.02000% N
77 2 Tropicana Springs 0.02000% N
78 1 River Pointe Mall(8) 0.02000% N
79 2 Clocktower Apartments 0.02000% N
80 2 Villa Sierra Apartments 0.02000% N
81 2 Cedar Bluff Apartments 0.02000% N
82 1 BJB - Ridge Pool 0.02000% N
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH 0.02000% N
84 1 BJB - Oakdale 0.02000% N
85 1 Carmel Park II 0.02000% N
87 1 Oak Grove Market 0.02000% N
88 2 Colonie Apartments 0.02000% N
89 1 Key Plaza 0.02000% N
90 1 Motel Pool II(6) 0.02000% N
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN 0.02000% N
92 1 American Equities Technology Center(2)(9) 0.02000% N
93 1 Buena Vista II Apartments 0.02000% N
94 1 Extra Space - Long Beach, CA 0.02000% N
95 1 Lake Plaza East 0.02000% N
96 1 BJB - 1575 Oak Avenue 0.02000% N
97 1 Kyrene Corporate Center 0.02000% N
98 1 Extra Space - Miami, FL 0.02000% N
99 1 BreckenRidge Apartments 0.02000% N
100 1 US Storage Center - Long Beach, CA 0.02000% N
101 2 Lake Pointe Apartments - Phase 2 0.02000% N
102 1 Extra Space - Naples, FL 0.02000% N
103 1 Walgreens - Metairie, LA 0.02000% N
104 1 Kmart - West Saint Paul, MN 0.02000% N
105 1 Extra Space - Burke, VA 0.02000% N
106 1 34 South Broadway 0.02000% N
107 1 Harris Teeter - Darnestown, MD 0.02000% N
108 1 BJB - Maple and Dempster Apartments 0.02000% N
109 1 350 Revolutionary Drive 0.02000% N
110 1 445 Dolley Madison Road 0.02000% N
111 2 Wyndchase Apartments 0.02000% N
112 1 Walgreens - Mauldin, SC 0.02000% N
113 1 Extra Space - Dallas, TX 0.02000% N
114 1 BJB - 2247 Ridge Avenue 0.02000% N
115 2 Carisbrooke Apartments Phase III 0.02000% N
116 1 Walgreens - Houston, TX (Hillcroft Avenue) 0.02000% N
117 1 Walgreens - Marietta, GA 0.02000% N
118 1 Walgreens - North Wilkesboro, NC 0.02000% N
119 1 Hillcrest Plaza Shopping Center 0.02000% N
120 1 Dreamy Draw Office Plaza 0.02000% N
121 1 Extra Space - Las Vegas, NV 0.02000% N
122 1 Extra Space - Columbus, OH (Kenny Road) 0.02000% N
123 2 Driftwood Apartments 0.02000% N
124 1 Walgreens - Hutchinson, KS 0.02000% Y 08/11/15
125 1 CVS - Winter Haven, FL 0.02000% Y 09/11/15
126 1 Extra Space - Houston, TX 0.02000% N
127 1 Walgreens - Harris County, TX 0.02000% N
128 1 603 Dolley Madison Road 0.02000% N
129 1 Walgreens - Saint Joseph, MO 0.02000% Y 08/11/15
130 1 Ninth Street North 0.02000% N
131 1 Extra Space - Plano, TX 0.02000% N
132 2 Turtle Place Apartments 0.02000% N
133 1 Extra Space - Memphis TN (Winchester Road) 0.02000% N
134 1 US Storage Center - Gardena, CA 0.02000% N
135 2 Kentwood Apartments 0.02000% N
136 1 Walgreens - Newton, KS 0.02000% Y 08/11/15
137 2 Barrington Apartments 0.02000% N
138 1 Walgreens - Warrensburg, MO 0.02000% Y 05/11/15
139 1 Patterson Pope Building 0.02000% N
140 1 Conn's - Austin, TX 0.02000% Y 10/11/10
141 1 Extra Space - West Palm Beach, FL 0.02000% N
142 1 Conn's - Cedar Park, TX 0.02000% Y 10/11/10
143 2 Walworth Ridge Apartments 0.02000% N
144 1 Extra Space - Austin, TX 0.02000% N
145 1 Red Banks Crossing Shopping Center 0.02000% N
146 1 Extra Space - North Highlands, CA 0.02000% N
147 2 Landings at Pilot Point Apartments 0.02000% N
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 0.02000% N
149 1 Extra Space - Columbus, OH (Schofield Drive) 0.02000% N
150 1 Conn's - Hurst, TX 0.02000% Y 10/11/10
151 1 Rite Aid - Wheelersburg, OH 0.02000% Y 07/11/10
(TABLE CONTINUED)
Morgage Loan
Loan Group
Number Number Property Name Additional Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1)
2 1 Westin Casuarina Hotel & Spa
3 1 Abbey II Pool
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2)
6 1 Tiffany Building Greater of initial interest rate plus 2.5% or
TCMYI plus 2.5%
7 1 Metro Pointe at South Coast
8 1 Eagle Ridge Mall
9 1 One & Olney Square(2)
10 1 501 Second Street
11 1 Knollwood Mall
12 2 Monte Viejo Apartments
13 1 Britannia Business Center II
14 1 Birtcher Phoenix Pool
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA
16 1 Britannia Business Center III
17 1 Greenery Mall
18 2 Park Ridge Apartments
19 2 Summerhill Pointe Apartments
20 1 Hamburg Village Shopping Center
21 1 River City Renaissance Pool
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center
23 1 The Shoppes at Eastchase & The Plaza at Eastchase
24 2 Knollwood Apartments
25 1 Palmer Town Center Greater of initial interest rate plus 3.0% or
TCMYI plus 3.0%
26 2 Londontowne Apartments
28 1 Price Plaza Center Greater of initial interest rate plus 3.0% or
TCMYI plus 3.0%
29 1 Lake Sweetwater Apartments(2)
30 1 Mansions in the Park
31 1 One Riverfront Plaza
32 2 Sherwood Acres Apartments
33 1 Walmart - Hazard, KY Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
35 1 Extra Space - Marina Del Ray, CA
36 1 Sugar Mill Apartments
37 RESERVED(4)
38 2 The Timbers Apartments
39 2 Willowbend Lake Apartments
40 1 Chloe Foods
41 1 Warner Atrium
42 1 Dublin Place Shopping Center
43 1 Marriott - Oklahoma City, OK
44 2 The Renaissance Apartments
45 1 BJB - North Pine Grove
46 1 Woodside Village Shopping Center(2)
47 1 Charter Pointe Apartments
48 1 Putnam Place(5)
49 1 Springfield Commons
50 1 One Grumman Road West
51 1 Carriage Oaks Apartments
52 1 Virginia Office Pool(2)
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center
54 1 Colonnades West Shopping Center
55 2 Vineyard Village Apartments
56 1 BJB - West Surf
57 1 Crenshaw Business Park
58 1 Brittany Lane Apartments
59 1 Comfort Inn - Warwick, RI
60 1 Holiday Inn Select - Orlando, FL
61 2 Camino Real Apartments Greater of initial interest rate plus 3.0% or
TCMYI plus 3.0%
62 1 1201 Broadway
63 RESERVED(4)
64 1 Motel Pool I(6)
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments
66 1 Extra Space - Chatsworth, CA
67 1 Patrick Commerce Center
68 2 La Fontenay III Apartments
69 2 Citifront Apartments
70 2 Wellington Farms Apartments(7)
71 1 Scripps Ranch Marketplace II
72 1 White Stone Center
73 2 Parkway Crossing(2)
74 1 Extra Space - Philadelphia, PA
75 1 Colonial Estates Apartments
76 1 Loudoun Center
77 2 Tropicana Springs
78 1 River Pointe Mall(8)
79 2 Clocktower Apartments
80 2 Villa Sierra Apartments
81 2 Cedar Bluff Apartments
82 1 BJB - Ridge Pool
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH
84 1 BJB - Oakdale
85 1 Carmel Park II
87 1 Oak Grove Market
88 2 Colonie Apartments
89 1 Key Plaza
90 1 Motel Pool II(6)
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN
92 1 American Equities Technology Center(2)(9)
93 1 Buena Vista II Apartments
94 1 Extra Space - Long Beach, CA
95 1 Lake Plaza East
96 1 BJB - 1575 Oak Avenue
97 1 Kyrene Corporate Center
98 1 Extra Space - Miami, FL
99 1 BreckenRidge Apartments
100 1 US Storage Center - Long Beach, CA
101 2 Lake Pointe Apartments - Phase 2
102 1 Extra Space - Naples, FL
103 1 Walgreens - Metairie, LA
104 1 Kmart - West Saint Paul, MN
105 1 Extra Space - Burke, VA
106 1 34 South Broadway
107 1 Harris Teeter - Darnestown, MD
108 1 BJB - Maple and Dempster Apartments
109 1 350 Revolutionary Drive
110 1 445 Dolley Madison Road
111 2 Wyndchase Apartments
112 1 Walgreens - Mauldin, SC
113 1 Extra Space - Dallas, TX
114 1 BJB - 2247 Ridge Avenue
115 2 Carisbrooke Apartments Phase III
116 1 Walgreens - Houston, TX (Hillcroft Avenue)
117 1 Walgreens - Marietta, GA
118 1 Walgreens - North Wilkesboro, NC
119 1 Hillcrest Plaza Shopping Center
120 1 Dreamy Draw Office Plaza
121 1 Extra Space - Las Vegas, NV
122 1 Extra Space - Columbus, OH (Kenny Road)
123 2 Driftwood Apartments
124 1 Walgreens - Hutchinson, KS Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
125 1 CVS - Winter Haven, FL Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
126 1 Extra Space - Houston, TX
127 1 Walgreens - Harris County, TX
128 1 603 Dolley Madison Road
129 1 Walgreens - Saint Joseph, MO Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
130 1 Ninth Street North
131 1 Extra Space - Plano, TX
132 2 Turtle Place Apartments
133 1 Extra Space - Memphis TN (Winchester Road)
134 1 US Storage Center - Gardena, CA
135 2 Kentwood Apartments
136 1 Walgreens - Newton, KS Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
137 2 Barrington Apartments
138 1 Walgreens - Warrensburg, MO Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
139 1 Patterson Pope Building
140 1 Conn's - Austin, TX Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
141 1 Extra Space - West Palm Beach, FL
142 1 Conn's - Cedar Park, TX Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
143 2 Walworth Ridge Apartments
144 1 Extra Space - Austin, TX
145 1 Red Banks Crossing Shopping Center
146 1 Extra Space - North Highlands, CA
147 2 Landings at Pilot Point Apartments
148 1 Extra Space - Memphis TN (Mount Moriah Terrace)
149 1 Extra Space - Columbus, OH (Schofield Drive)
150 1 Conn's - Hurst, TX Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
151 1 Rite Aid - Wheelersburg, OH Greater of initial interest rate plus 2.0% or
TCMYI plus 2.0%
(TABLE CONTINUED)
Morgage Loan
Loan Group
Number Number Property Name Loan Originator Environmental Insurance
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) Wachovia N
2 1 Westin Casuarina Hotel & Spa Wachovia N
3 1 Abbey II Pool Wachovia N
3.01 Fletcher Parkway Medical Center N
3.02 Upland Freeway Center N
3.03 Aliso Viejo Commerce Center N
3.04 Wimbledon Village N
3.05 Airport One Office Building(2) N
3.06 Cityview Plaza Office Park N
3.07 Commerce Corporate Center N
3.08 Ming Office Park N
3.09 Moreno Valley Commerce Center N
3.10 Glendora Commerce Center(2) N
3.11 La Mirada Commerce Center N
3.12 Abbey Center N
3.13 Arlington II - Riverside N
3.14 Fresno Airport (Gateway Plaza)(2) N
3.15 Palm Springs Airport N
3.16 Mt. Vernon Commerce Center N
4 1 Extra Space PRISA Pool Wachovia Y
4.01 Extra Space PRISA - Brooklyn, NY Y
4.02 Extra Space PRISA - Alexandria, VA Y
4.03 Extra Space PRISA - Hawaiian Gardens, CA Y
4.04 Extra Space PRISA - Miami, FL (Coral Way) Y
4.05 Extra Space PRISA - Hicksville, NY Y
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street) Y
4.07 Extra Space PRISA - Santa Cruz, CA Y
4.08 Extra Space PRISA - Fredericksburg, VA Y
4.09 Extra Space PRISA - Santa Fe, NM Y
4.1 Extra Space PRISA - Birmingham, AL Y
4.11 Extra Space PRISA - Kingston, NY Y
4.12 Extra Space PRISA - Ridge, NY Y
4.13 Extra Space PRISA - Skokie, IL Y
4.14 Extra Space PRISA - Gambrills, MD Y
4.15 Extra Space PRISA - Tyngsboro, MA Y
4.16 Extra Space PRISA - Brookfield, CT Y
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue) Y
4.18 Extra Space PRISA - Aloha, OR Y
4.19 Extra Space PRISA - Belleville, MI Y
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue) Y
4.21 Extra Space PRISA - Dallas, TX Y
4.22 Extra Space PRISA - Mount Laurel, NJ Y
4.23 Extra Space PRISA - Spring, TX Y
4.24 Extra Space PRISA - Towson, MD Y
4.25 Extra Space PRISA - Vancouver, WA Y
4.26 Extra Space PRISA - Moreno Valley, CA Y
4.27 Extra Space PRISA - Harrison, NJ Y
4.28 Extra Space PRISA - Mesa, AZ Y
4.29 Extra Space PRISA - Bartlett, TN Y
4.3 Extra Space PRISA - Hauppauge, NY Y
4.31 Extra Space PRISA - Willoughby, OH Y
4.32 Extra Space PRISA - Mentor, OH Y
4.33 Extra Space PRISA - Memphis, TN (Covington Way) Y
4.34 Extra Space PRISA - Amsterdam, NY Y
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road) Y
5 1 300 Four Falls Corporate Center(2) Wachovia N
6 1 Tiffany Building Wachovia N
7 1 Metro Pointe at South Coast Wachovia N
8 1 Eagle Ridge Mall Wachovia N
9 1 One & Olney Square(2) Wachovia N
10 1 501 Second Street Wachovia N
11 1 Knollwood Mall Wachovia N
12 2 Monte Viejo Apartments Wachovia N
13 1 Britannia Business Center II Wachovia N
14 1 Birtcher Phoenix Pool Wachovia N
14.01 AIG Building N
14.02 TriWest Healthcare Complex N
14.03 NCS Pearson Building N
14.04 Hypercom Building N
15 1 Residence Inn - Beverly Hills, CA Wachovia N
16 1 Britannia Business Center III Wachovia N
17 1 Greenery Mall Wachovia N
18 2 Park Ridge Apartments Wachovia N
19 2 Summerhill Pointe Apartments Wachovia N
20 1 Hamburg Village Shopping Center Wachovia N
21 1 River City Renaissance Pool Wachovia N
21.01 3501 Stuart Avenue N
21.02 3115 Monument Avenue N
21.03 2516 West Grace Street N
21.04 2716 West Grace Street N
21.05 2726 West Grace Street N
21.06 2730 West Grace Street N
21.07 2734 West Grace Street N
21.08 711 North Boulevard N
21.09 801-803 North Boulevard N
21.1 805 North Boulevard N
21.11 808 North Boulevard N
21.12 811 North Boulevard N
21.13 2215 Monument Avenue N
21.14 25 North Boulevard N
21.15 2810 Monument Avenue N
21.16 706 North Boulevard N
21.17 2700 West Grace Street N
21.18 2233 Monument Avenue N
21.19 803 North Robinson Street N
21.2 2217 Monument Avenue N
21.21 2225 Monument Avenue N
21.22 622 North Boulevard N
21.23 306 North Nansemond Street N
22 1 Cottonwood Corners Shopping Center Wachovia N
23 1 The Shoppes at Eastchase & The Plaza at Eastchase Wachovia N
24 2 Knollwood Apartments Wachovia N
25 1 Palmer Town Center Wachovia N
26 2 Londontowne Apartments Wachovia N
28 1 Price Plaza Center Wachovia N
29 1 Lake Sweetwater Apartments(2) Wachovia N
30 1 Mansions in the Park Wachovia N
31 1 One Riverfront Plaza Wachovia Y
32 2 Sherwood Acres Apartments Wachovia N
33 1 Walmart - Hazard, KY Wachovia N
35 1 Extra Space - Marina Del Ray, CA Wachovia N
36 1 Sugar Mill Apartments Wachovia N
37 RESERVED(4)
38 2 The Timbers Apartments Wachovia N
39 2 Willowbend Lake Apartments Wachovia N
40 1 Chloe Foods Wachovia Y
41 1 Warner Atrium Wachovia N
42 1 Dublin Place Shopping Center Wachovia N
43 1 Marriott - Oklahoma City, OK Wachovia N
44 2 The Renaissance Apartments Wachovia N
45 1 BJB - North Pine Grove Wachovia N
46 1 Woodside Village Shopping Center(2) Wachovia N
47 1 Charter Pointe Apartments Wachovia N
48 1 Putnam Place(5) Wachovia N
49 1 Springfield Commons Wachovia N
50 1 One Grumman Road West Wachovia N
51 1 Carriage Oaks Apartments Wachovia N
52 1 Virginia Office Pool(2) Wachovia N
52.01 Wythe Building N
52.02 Culpeper Building N
52.03 Almond Building N
52.04 Lee Building N
52.05 Ratcliffe Building N
53 1 Yamato Office Center Wachovia N
54 1 Colonnades West Shopping Center Wachovia N
55 2 Vineyard Village Apartments Wachovia N
56 1 BJB - West Surf Wachovia N
57 1 Crenshaw Business Park Wachovia N
58 1 Brittany Lane Apartments Wachovia N
59 1 Comfort Inn - Warwick, RI Wachovia N
60 1 Holiday Inn Select - Orlando, FL Wachovia N
61 2 Camino Real Apartments Wachovia Y
62 1 1201 Broadway Wachovia Y
63 RESERVED(4)
64 1 Motel Pool I(6) Wachovia N
64.01 Settle Inn - Council Bluffs, IA N
64.02 Settle Inn - Bellevue, NE N
64.03 Best Western Settle Inn - Omaha, NE N
64.04 Settle Inn - Lincoln, NE N
64.05 Settle Inn - Altoona, IA N
65 2 Forestwood Apartments Wachovia N
66 1 Extra Space - Chatsworth, CA Wachovia N
67 1 Patrick Commerce Center Wachovia N
68 2 La Fontenay III Apartments Wachovia N
69 2 Citifront Apartments Wachovia N
70 2 Wellington Farms Apartments(7) Wachovia N
71 1 Scripps Ranch Marketplace II Wachovia N
72 1 White Stone Center Wachovia N
73 2 Parkway Crossing(2) Wachovia N
74 1 Extra Space - Philadelphia, PA Wachovia N
75 1 Colonial Estates Apartments Wachovia N
76 1 Loudoun Center Wachovia N
77 2 Tropicana Springs Wachovia N
78 1 River Pointe Mall(8) Wachovia N
79 2 Clocktower Apartments Wachovia N
80 2 Villa Sierra Apartments Wachovia N
81 2 Cedar Bluff Apartments Wachovia N
82 1 BJB - Ridge Pool Wachovia N
82.01 BJB - 2129-2135 Ridge N
82.02 BJB - 2121 Ridge N
83 1 Kohl's - Wadsworth, OH Wachovia N
84 1 BJB - Oakdale Wachovia N
85 1 Carmel Park II Wachovia N
87 1 Oak Grove Market Wachovia N
88 2 Colonie Apartments Wachovia N
89 1 Key Plaza Wachovia N
90 1 Motel Pool II(6) Wachovia N
90.01 Best Western - Grand Forks, ND N
90.02 Best Western - Lincoln, NE N
90.03 Settle Inn - Grand Forks, ND N
90.04 Settle Inn - Kaukauna, WI N
90.05 Super 8 - Seward, NE N
91 1 Extra Space - Cordova, TN Wachovia N
92 1 American Equities Technology Center(2)(9) Wachovia N
93 1 Buena Vista II Apartments Wachovia N
94 1 Extra Space - Long Beach, CA Wachovia N
95 1 Lake Plaza East Wachovia N
96 1 BJB - 1575 Oak Avenue Wachovia N
97 1 Kyrene Corporate Center Wachovia N
98 1 Extra Space - Miami, FL Wachovia N
99 1 BreckenRidge Apartments Wachovia N
100 1 US Storage Center - Long Beach, CA Wachovia N
101 2 Lake Pointe Apartments - Phase 2 Wachovia N
102 1 Extra Space - Naples, FL Wachovia N
103 1 Walgreens - Metairie, LA Wachovia N
104 1 Kmart - West Saint Paul, MN Wachovia N
105 1 Extra Space - Burke, VA Wachovia N
106 1 34 South Broadway Wachovia N
107 1 Harris Teeter - Darnestown, MD Wachovia N
108 1 BJB - Maple and Dempster Apartments Wachovia N
109 1 350 Revolutionary Drive Wachovia N
110 1 445 Dolley Madison Road Wachovia N
111 2 Wyndchase Apartments Wachovia N
112 1 Walgreens - Mauldin, SC Wachovia N
113 1 Extra Space - Dallas, TX Wachovia N
114 1 BJB - 2247 Ridge Avenue Wachovia N
115 2 Carisbrooke Apartments Phase III Wachovia N
116 1 Walgreens - Houston, TX (Hillcroft Avenue) Wachovia N
117 1 Walgreens - Marietta, GA Wachovia N
118 1 Walgreens - North Wilkesboro, NC Wachovia N
119 1 Hillcrest Plaza Shopping Center Wachovia N
120 1 Dreamy Draw Office Plaza Wachovia N
121 1 Extra Space - Las Vegas, NV Wachovia N
122 1 Extra Space - Columbus, OH (Kenny Road) Wachovia N
123 2 Driftwood Apartments Wachovia N
124 1 Walgreens - Hutchinson, KS Wachovia N
125 1 CVS - Winter Haven, FL Wachovia N
126 1 Extra Space - Houston, TX Wachovia N
127 1 Walgreens - Harris County, TX Wachovia N
128 1 603 Dolley Madison Road Wachovia N
129 1 Walgreens - Saint Joseph, MO Wachovia N
130 1 Ninth Street North Wachovia N
131 1 Extra Space - Plano, TX Wachovia N
132 2 Turtle Place Apartments Wachovia N
133 1 Extra Space - Memphis TN (Winchester Road) Wachovia N
134 1 US Storage Center - Gardena, CA Wachovia N
135 2 Kentwood Apartments Wachovia N
136 1 Walgreens - Newton, KS Wachovia N
137 2 Barrington Apartments Wachovia N
138 1 Walgreens - Warrensburg, MO Wachovia N
139 1 Patterson Pope Building Wachovia N
140 1 Conn's - Austin, TX Wachovia N
141 1 Extra Space - West Palm Beach, FL Wachovia N
142 1 Conn's - Cedar Park, TX Wachovia N
143 2 Walworth Ridge Apartments Wachovia N
144 1 Extra Space - Austin, TX Wachovia N
145 1 Red Banks Crossing Shopping Center Wachovia N
146 1 Extra Space - North Highlands, CA Wachovia N
147 2 Landings at Pilot Point Apartments Wachovia N
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) Wachovia N
149 1 Extra Space - Columbus, OH (Schofield Drive) Wachovia N
150 1 Conn's - Hurst, TX Wachovia N
151 1 Rite Aid - Wheelersburg, OH Wachovia N
(TABLE CONTINUED)
Morgage Loan
Loan Group Cross Collateralized and Prepayment
Number Number Property Name Cross Defaulted Loan Flag Provisions
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) Y
2 1 Westin Casuarina Hotel & Spa Y
3 1 Abbey II Pool Y
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool YM or D
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) Y
6 1 Tiffany Building Y
7 1 Metro Pointe at South Coast Y
8 1 Eagle Ridge Mall Y
9 1 One & Olney Square(2) Y
10 1 501 Second Street Y
11 1 Knollwood Mall Y
12 2 Monte Viejo Apartments Y
13 1 Britannia Business Center II Y
14 1 Birtcher Phoenix Pool Birtcher Portfolio Y
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA Y
16 1 Britannia Business Center III Y
17 1 Greenery Mall Y
18 2 Park Ridge Apartments Y
19 2 Summerhill Pointe Apartments Y
20 1 Hamburg Village Shopping Center N
21 1 River City Renaissance Pool Y
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center Y
23 1 The Shoppes at Eastchase & The Plaza at Eastchase Y
24 2 Knollwood Apartments Y
25 1 Palmer Town Center Y
26 2 Londontowne Apartments Y
28 1 Price Plaza Center Y
29 1 Lake Sweetwater Apartments(2) Y
30 1 Mansions in the Park N
31 1 One Riverfront Plaza Y
32 2 Sherwood Acres Apartments Y
33 1 Walmart - Hazard, KY Y
35 1 Extra Space - Marina Del Ray, CA Extra Space Self Storage Portfolio #6 Y
36 1 Sugar Mill Apartments N
37 RESERVED(4)
38 2 The Timbers Apartments Y
39 2 Willowbend Lake Apartments Y
40 1 Chloe Foods Y
41 1 Warner Atrium Y
42 1 Dublin Place Shopping Center Y
43 1 Marriott - Oklahoma City, OK Y
44 2 The Renaissance Apartments Y
45 1 BJB - North Pine Grove Y
46 1 Woodside Village Shopping Center(2) Y
47 1 Charter Pointe Apartments Y
48 1 Putnam Place(5) Y
49 1 Springfield Commons Y
50 1 One Grumman Road West Y
51 1 Carriage Oaks Apartments N
52 1 Virginia Office Pool(2) Y
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center Y
54 1 Colonnades West Shopping Center Y
55 2 Vineyard Village Apartments Y
56 1 BJB - West Surf Y
57 1 Crenshaw Business Park Y
58 1 Brittany Lane Apartments Y
59 1 Comfort Inn - Warwick, RI Y
60 1 Holiday Inn Select - Orlando, FL Y
61 2 Camino Real Apartments N
62 1 1201 Broadway Y
63 RESERVED(4)
64 1 Motel Pool I(6) Y
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments Y
66 1 Extra Space - Chatsworth, CA Extra Space Self Storage Portfolio #6 Y
67 1 Patrick Commerce Center Y
68 2 La Fontenay III Apartments Y
69 2 Citifront Apartments Y
70 2 Wellington Farms Apartments(7) Y
71 1 Scripps Ranch Marketplace II N
72 1 White Stone Center Y
73 2 Parkway Crossing(2) Y
74 1 Extra Space - Philadelphia, PA Extra Space Self Storage Portfolio #6 Y
75 1 Colonial Estates Apartments N
76 1 Loudoun Center Y
77 2 Tropicana Springs N
78 1 River Pointe Mall(8) Y
79 2 Clocktower Apartments N
80 2 Villa Sierra Apartments Villa Sierra/Wyndchase Apartments Portfolio Y
81 2 Cedar Bluff Apartments Y
82 1 BJB - Ridge Pool Y
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH Y
84 1 BJB - Oakdale Y
85 1 Carmel Park II Y
87 1 Oak Grove Market Y
88 2 Colonie Apartments Y
89 1 Key Plaza Y
90 1 Motel Pool II(6) Y
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN Extra Space Self Storage Portfolio #6 Y
92 1 American Equities Technology Center(2)(9) Y
93 1 Buena Vista II Apartments Y
94 1 Extra Space - Long Beach, CA Extra Space Self Storage Portfolio #6 Y
95 1 Lake Plaza East Y
96 1 BJB - 1575 Oak Avenue Y
97 1 Kyrene Corporate Center Birtcher Portfolio Y
98 1 Extra Space - Miami, FL Extra Space Self Storage Portfolio #6 Y
99 1 BreckenRidge Apartments Y
100 1 US Storage Center - Long Beach, CA Y
101 2 Lake Pointe Apartments - Phase 2 Y
102 1 Extra Space - Naples, FL Extra Space Self Storage Portfolio #6 Y
103 1 Walgreens - Metairie, LA Y
104 1 Kmart - West Saint Paul, MN Y
105 1 Extra Space - Burke, VA Extra Space Self Storage Portfolio #6 Y
106 1 34 South Broadway Y
107 1 Harris Teeter - Darnestown, MD Y
108 1 BJB - Maple and Dempster Apartments Y
109 1 350 Revolutionary Drive Y
110 1 445 Dolley Madison Road Y
111 2 Wyndchase Apartments Villa Sierra/Wyndchase Apartments Portfolio Y
112 1 Walgreens - Mauldin, SC Y
113 1 Extra Space - Dallas, TX Extra Space Self Storage Portfolio #6 Y
114 1 BJB - 2247 Ridge Avenue Y
115 2 Carisbrooke Apartments Phase III Y
116 1 Walgreens - Houston, TX (Hillcroft Avenue) Y
117 1 Walgreens - Marietta, GA Y
118 1 Walgreens - North Wilkesboro, NC Y
119 1 Hillcrest Plaza Shopping Center Y
120 1 Dreamy Draw Office Plaza Birtcher Portfolio Y
121 1 Extra Space - Las Vegas, NV Extra Space Self Storage Portfolio #6 Y
122 1 Extra Space - Columbus, OH (Kenny Road) Extra Space Self Storage Portfolio #6 Y
123 2 Driftwood Apartments Y
124 1 Walgreens - Hutchinson, KS Y
125 1 CVS - Winter Haven, FL Y
126 1 Extra Space - Houston, TX Extra Space Self Storage Portfolio #6 Y
127 1 Walgreens - Harris County, TX Y
128 1 603 Dolley Madison Road Y
129 1 Walgreens - Saint Joseph, MO Y
130 1 Ninth Street North Y
131 1 Extra Space - Plano, TX Extra Space Self Storage Portfolio #6 Y
132 2 Turtle Place Apartments Y
133 1 Extra Space - Memphis TN (Winchester Road) Extra Space Self Storage Portfolio #6 Y
134 1 US Storage Center - Gardena, CA Y
135 2 Kentwood Apartments Y
136 1 Walgreens - Newton, KS Y
137 2 Barrington Apartments Y
138 1 Walgreens - Warrensburg, MO Y
139 1 Patterson Pope Building Y
140 1 Conn's - Austin, TX Y
141 1 Extra Space - West Palm Beach, FL Extra Space Self Storage Portfolio #6 Y
142 1 Conn's - Cedar Park, TX Y
143 2 Walworth Ridge Apartments Y
144 1 Extra Space - Austin, TX Extra Space Self Storage Portfolio #6 Y
145 1 Red Banks Crossing Shopping Center Y
146 1 Extra Space - North Highlands, CA Extra Space Self Storage Portfolio #6 Y
147 2 Landings at Pilot Point Apartments Y
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) Extra Space Self Storage Portfolio #6 Y
149 1 Extra Space - Columbus, OH (Schofield Drive) Extra Space Self Storage Portfolio #6 Y
150 1 Conn's - Hurst, TX Y
151 1 Rite Aid - Wheelersburg, OH Y
(TABLE CONTINUED)
Morgage Loan
Loan Group Early
Number Number Property Name Defeasance Secured by LC
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) N N
2 1 Westin Casuarina Hotel & Spa N N
3 1 Abbey II Pool N Y
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool N N
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) N N
6 1 Tiffany Building N N
7 1 Metro Pointe at South Coast N N
8 1 Eagle Ridge Mall N N
9 1 One & Olney Square(2) N N
10 1 501 Second Street N N
11 1 Knollwood Mall N N
12 2 Monte Viejo Apartments N N
13 1 Britannia Business Center II N N
14 1 Birtcher Phoenix Pool N N
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA N N
16 1 Britannia Business Center III N N
17 1 Greenery Mall N N
18 2 Park Ridge Apartments N N
19 2 Summerhill Pointe Apartments N N
20 1 Hamburg Village Shopping Center N N
21 1 River City Renaissance Pool N N
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center N N
23 1 The Shoppes at Eastchase & The Plaza at Eastchase N N
24 2 Knollwood Apartments N N
25 1 Palmer Town Center N N
26 2 Londontowne Apartments N N
28 1 Price Plaza Center N N
29 1 Lake Sweetwater Apartments(2) N N
30 1 Mansions in the Park N N
31 1 One Riverfront Plaza N N
32 2 Sherwood Acres Apartments N N
33 1 Walmart - Hazard, KY N N
35 1 Extra Space - Marina Del Ray, CA N N
36 1 Sugar Mill Apartments N N
37 RESERVED(4)
38 2 The Timbers Apartments N N
39 2 Willowbend Lake Apartments N N
40 1 Chloe Foods N N
41 1 Warner Atrium N N
42 1 Dublin Place Shopping Center N N
43 1 Marriott - Oklahoma City, OK N N
44 2 The Renaissance Apartments N N
45 1 BJB - North Pine Grove N N
46 1 Woodside Village Shopping Center(2) N Y
47 1 Charter Pointe Apartments N N
48 1 Putnam Place(5) N N
49 1 Springfield Commons N N
50 1 One Grumman Road West N N
51 1 Carriage Oaks Apartments N N
52 1 Virginia Office Pool(2) N N
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center N N
54 1 Colonnades West Shopping Center N N
55 2 Vineyard Village Apartments N N
56 1 BJB - West Surf N N
57 1 Crenshaw Business Park N N
58 1 Brittany Lane Apartments N N
59 1 Comfort Inn - Warwick, RI N N
60 1 Holiday Inn Select - Orlando, FL N N
61 2 Camino Real Apartments N N
62 1 1201 Broadway N N
63 RESERVED(4)
64 1 Motel Pool I(6) N N
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments N N
66 1 Extra Space - Chatsworth, CA N N
67 1 Patrick Commerce Center N N
68 2 La Fontenay III Apartments N N
69 2 Citifront Apartments N N
70 2 Wellington Farms Apartments(7) N N
71 1 Scripps Ranch Marketplace II N N
72 1 White Stone Center N Y
73 2 Parkway Crossing(2) N N
74 1 Extra Space - Philadelphia, PA N N
75 1 Colonial Estates Apartments N N
76 1 Loudoun Center N N
77 2 Tropicana Springs N N
78 1 River Pointe Mall(8) N N
79 2 Clocktower Apartments N N
80 2 Villa Sierra Apartments N N
81 2 Cedar Bluff Apartments N N
82 1 BJB - Ridge Pool N N
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH N N
84 1 BJB - Oakdale N N
85 1 Carmel Park II N N
87 1 Oak Grove Market N N
88 2 Colonie Apartments N N
89 1 Key Plaza N N
90 1 Motel Pool II(6) N N
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN N N
92 1 American Equities Technology Center(2)(9) N N
93 1 Buena Vista II Apartments N N
94 1 Extra Space - Long Beach, CA N N
95 1 Lake Plaza East N Y
96 1 BJB - 1575 Oak Avenue N N
97 1 Kyrene Corporate Center N N
98 1 Extra Space - Miami, FL N N
99 1 BreckenRidge Apartments N N
100 1 US Storage Center - Long Beach, CA N N
101 2 Lake Pointe Apartments - Phase 2 N N
102 1 Extra Space - Naples, FL N N
103 1 Walgreens - Metairie, LA N N
104 1 Kmart - West Saint Paul, MN N N
105 1 Extra Space - Burke, VA N N
106 1 34 South Broadway N N
107 1 Harris Teeter - Darnestown, MD N N
108 1 BJB - Maple and Dempster Apartments N N
109 1 350 Revolutionary Drive N N
110 1 445 Dolley Madison Road N N
111 2 Wyndchase Apartments N N
112 1 Walgreens - Mauldin, SC N N
113 1 Extra Space - Dallas, TX N N
114 1 BJB - 2247 Ridge Avenue N N
115 2 Carisbrooke Apartments Phase III N N
116 1 Walgreens - Houston, TX (Hillcroft Avenue) N N
117 1 Walgreens - Marietta, GA N N
118 1 Walgreens - North Wilkesboro, NC N N
119 1 Hillcrest Plaza Shopping Center N N
120 1 Dreamy Draw Office Plaza N N
121 1 Extra Space - Las Vegas, NV N N
122 1 Extra Space - Columbus, OH (Kenny Road) N N
123 2 Driftwood Apartments N N
124 1 Walgreens - Hutchinson, KS N N
125 1 CVS - Winter Haven, FL N N
126 1 Extra Space - Houston, TX N N
127 1 Walgreens - Harris County, TX N N
128 1 603 Dolley Madison Road N N
129 1 Walgreens - Saint Joseph, MO N N
130 1 Ninth Street North N Y
131 1 Extra Space - Plano, TX N N
132 2 Turtle Place Apartments N N
133 1 Extra Space - Memphis TN (Winchester Road) N N
134 1 US Storage Center - Gardena, CA N N
135 2 Kentwood Apartments N N
136 1 Walgreens - Newton, KS N N
137 2 Barrington Apartments N N
138 1 Walgreens - Warrensburg, MO N N
139 1 Patterson Pope Building N N
140 1 Conn's - Austin, TX N N
141 1 Extra Space - West Palm Beach, FL N N
142 1 Conn's - Cedar Park, TX N N
143 2 Walworth Ridge Apartments N N
144 1 Extra Space - Austin, TX N N
145 1 Red Banks Crossing Shopping Center N Y
146 1 Extra Space - North Highlands, CA N N
147 2 Landings at Pilot Point Apartments N N
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) N N
149 1 Extra Space - Columbus, OH (Schofield Drive) N N
150 1 Conn's - Hurst, TX N N
151 1 Rite Aid - Wheelersburg, OH N N
(TABLE CONTINUED)
Morgage Loan Annual Deposit
Loan Group Interest to Replacement
Number Number Property Name Accrual Method Lockbox Reserve
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) Actual/360 Day 1 58,896
2 1 Westin Casuarina Hotel & Spa Actual/360 Day 1 1,224,204
3 1 Abbey II Pool Actual/360 Day 1
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool Actual/360
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) Actual/360 Springing
6 1 Tiffany Building Actual/360 Day 1
7 1 Metro Pointe at South Coast 30/360
8 1 Eagle Ridge Mall Actual/360 Day 1
9 1 One & Olney Square(2) Actual/360 Day 1 58,640
10 1 501 Second Street Actual/360 Springing
11 1 Knollwood Mall Actual/360 Day 1
12 2 Monte Viejo Apartments Actual/360 Springing
13 1 Britannia Business Center II Actual/360 Springing 44,702
14 1 Birtcher Phoenix Pool Actual/360 44,141
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA Actual/360 Day 1 381,669
16 1 Britannia Business Center III Actual/360 Springing 90,238
17 1 Greenery Mall Actual/360 39,439
18 2 Park Ridge Apartments Actual/360 84,216
19 2 Summerhill Pointe Apartments Actual/360
20 1 Hamburg Village Shopping Center Actual/360
21 1 River City Renaissance Pool Actual/360 90,500
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center Actual/360 Springing 42,167
23 1 The Shoppes at Eastchase & The Plaza at Eastchase Actual/360 Day 1
24 2 Knollwood Apartments Actual/360 166,848
25 1 Palmer Town Center Actual/360 Day 1
26 2 Londontowne Apartments Actual/360 138,400
28 1 Price Plaza Center Actual/360 Day 1
29 1 Lake Sweetwater Apartments(2) Actual/360 Day 1
30 1 Mansions in the Park Actual/360 52,800
31 1 One Riverfront Plaza Actual/360 Day 1 13,400
32 2 Sherwood Acres Apartments Actual/360 125,632
33 1 Walmart - Hazard, KY Actual/360 Springing
35 1 Extra Space - Marina Del Ray, CA Actual/360 Springing 17,052
36 1 Sugar Mill Apartments Actual/360 48,800
37 RESERVED(4)
38 2 The Timbers Apartments Actual/360
39 2 Willowbend Lake Apartments Actual/360 89,640
40 1 Chloe Foods Actual/360 Day 1
41 1 Warner Atrium Actual/360 18,860
42 1 Dublin Place Shopping Center Actual/360
43 1 Marriott - Oklahoma City, OK Actual/360 336,918
44 2 The Renaissance Apartments Actual/360 Springing 90,000
45 1 BJB - North Pine Grove Actual/360 26,500
46 1 Woodside Village Shopping Center(2) Actual/360 9,057
47 1 Charter Pointe Apartments Actual/360 54,288
48 1 Putnam Place(5) Actual/360 Springing 31,735
49 1 Springfield Commons Actual/360 31,125
50 1 One Grumman Road West Actual/360 Day 1 73,506
51 1 Carriage Oaks Apartments Actual/360 84,000
52 1 Virginia Office Pool(2) Actual/360 Springing 60,268
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center Actual/360
54 1 Colonnades West Shopping Center Actual/360
55 2 Vineyard Village Apartments Actual/360 40,394
56 1 BJB - West Surf Actual/360 31,000
57 1 Crenshaw Business Park Actual/360 21,705
58 1 Brittany Lane Apartments Actual/360 47,250
59 1 Comfort Inn - Warwick, RI Actual/360 178,289
60 1 Holiday Inn Select - Orlando, FL Actual/360 224,218
61 2 Camino Real Apartments Actual/360 Day 1 56,907
62 1 1201 Broadway Actual/360
63 RESERVED(4)
64 1 Motel Pool I(6) Actual/360 Springing 234,486
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments Actual/360 65,552
66 1 Extra Space - Chatsworth, CA Actual/360 Springing 64,092
67 1 Patrick Commerce Center Actual/360
68 2 La Fontenay III Apartments Actual/360 60,512
69 2 Citifront Apartments Actual/360 31,000
70 2 Wellington Farms Apartments(7) Actual/360 Springing 63,250
71 1 Scripps Ranch Marketplace II 30/360 4,008
72 1 White Stone Center Actual/360 6,971
73 2 Parkway Crossing(2) Actual/360 Springing 68,448
74 1 Extra Space - Philadelphia, PA Actual/360 Springing 80,832
75 1 Colonial Estates Apartments Actual/360 48,000
76 1 Loudoun Center Actual/360 8,038
77 2 Tropicana Springs Actual/360 Springing 35,000
78 1 River Pointe Mall(8) Actual/360 Springing 25,961
79 2 Clocktower Apartments Actual/360 43,290
80 2 Villa Sierra Apartments Actual/360 60,750
81 2 Cedar Bluff Apartments Actual/360 38,208
82 1 BJB - Ridge Pool Actual/360 15,500
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH Actual/360
84 1 BJB - Oakdale Actual/360 17,000
85 1 Carmel Park II Actual/360 Springing 12,678
87 1 Oak Grove Market Actual/360
88 2 Colonie Apartments Actual/360 46,372
89 1 Key Plaza Actual/360 Day 1 12,453
90 1 Motel Pool II(6) Actual/360 Springing 169,491
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN Actual/360 Springing 13,428
92 1 American Equities Technology Center(2)(9) Actual/360 14,475
93 1 Buena Vista II Apartments Actual/360 41,200
94 1 Extra Space - Long Beach, CA Actual/360 Springing 29,208
95 1 Lake Plaza East Actual/360
96 1 BJB - 1575 Oak Avenue Actual/360 14,250
97 1 Kyrene Corporate Center Actual/360 5,319
98 1 Extra Space - Miami, FL Actual/360 Springing 11,604
99 1 BreckenRidge Apartments Actual/360 27,360
100 1 US Storage Center - Long Beach, CA Actual/360 15,393
101 2 Lake Pointe Apartments - Phase 2 Actual/360 25,000
102 1 Extra Space - Naples, FL Actual/360 Springing 12,372
103 1 Walgreens - Metairie, LA Actual/360 Day 1
104 1 Kmart - West Saint Paul, MN Actual/360
105 1 Extra Space - Burke, VA Actual/360 Springing 11,328
106 1 34 South Broadway Actual/360 11,922
107 1 Harris Teeter - Darnestown, MD Actual/360
108 1 BJB - Maple and Dempster Apartments Actual/360 13,000
109 1 350 Revolutionary Drive Actual/360 Day 1
110 1 445 Dolley Madison Road Actual/360 5,123
111 2 Wyndchase Apartments Actual/360 37,250
112 1 Walgreens - Mauldin, SC Actual/360 Day 1
113 1 Extra Space - Dallas, TX Actual/360 Springing 15,768
114 1 BJB - 2247 Ridge Avenue Actual/360 9,250
115 2 Carisbrooke Apartments Phase III Actual/360 18,000
116 1 Walgreens - Houston, TX (Hillcroft Avenue) Actual/360 Day 1
117 1 Walgreens - Marietta, GA Actual/360
118 1 Walgreens - North Wilkesboro, NC Actual/360
119 1 Hillcrest Plaza Shopping Center Actual/360 8,639
120 1 Dreamy Draw Office Plaza Actual/360 7,452
121 1 Extra Space - Las Vegas, NV Actual/360 Springing 11,196
122 1 Extra Space - Columbus, OH (Kenny Road) Actual/360 Springing 9,348
123 2 Driftwood Apartments Actual/360 25,600
124 1 Walgreens - Hutchinson, KS Actual/360 Springing
125 1 CVS - Winter Haven, FL Actual/360 Springing
126 1 Extra Space - Houston, TX Actual/360 Springing 13,368
127 1 Walgreens - Harris County, TX Actual/360
128 1 603 Dolley Madison Road Actual/360 4,335
129 1 Walgreens - Saint Joseph, MO Actual/360 Springing
130 1 Ninth Street North Actual/360 2,327
131 1 Extra Space - Plano, TX Actual/360 Springing 11,688
132 2 Turtle Place Apartments Actual/360 22,000
133 1 Extra Space - Memphis TN (Winchester Road) Actual/360 Springing 11,844
134 1 US Storage Center - Gardena, CA Actual/360 8,165
135 2 Kentwood Apartments Actual/360 20,800
136 1 Walgreens - Newton, KS Actual/360 Springing
137 2 Barrington Apartments Actual/360 15,525
138 1 Walgreens - Warrensburg, MO Actual/360 Springing
139 1 Patterson Pope Building Actual/360 12,090
140 1 Conn's - Austin, TX Actual/360 Springing
141 1 Extra Space - West Palm Beach, FL Actual/360 Springing 29,424
142 1 Conn's - Cedar Park, TX Actual/360 Springing
143 2 Walworth Ridge Apartments Actual/360 10,000
144 1 Extra Space - Austin, TX Actual/360 Springing 8,616
145 1 Red Banks Crossing Shopping Center Actual/360 2,843
146 1 Extra Space - North Highlands, CA Actual/360 Springing 9,936
147 2 Landings at Pilot Point Apartments Actual/360 15,000
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) Actual/360 Springing 11,064
149 1 Extra Space - Columbus, OH (Schofield Drive) Actual/360 Springing 34,716
150 1 Conn's - Hurst, TX Actual/360 Springing
151 1 Rite Aid - Wheelersburg, OH Actual/360 Springing
(TABLE CONTINUED)
Initial
Deposit to
Morgage Loan Capital Ongoing
Loan Group Improvements Initial TI/LC TI/LC
Number Number Property Name Reserve Escrow Footnote
------------------------------------------------------------------------------------------------------------------------------------
1 1 Hyatt Center(1) 12,968,321
2 1 Westin Casuarina Hotel & Spa
3 1 Abbey II Pool 425,438
3.01 Fletcher Parkway Medical Center
3.02 Upland Freeway Center
3.03 Aliso Viejo Commerce Center
3.04 Wimbledon Village
3.05 Airport One Office Building(2)
3.06 Cityview Plaza Office Park
3.07 Commerce Corporate Center
3.08 Ming Office Park
3.09 Moreno Valley Commerce Center
3.10 Glendora Commerce Center(2)
3.11 La Mirada Commerce Center
3.12 Abbey Center
3.13 Arlington II - Riverside
3.14 Fresno Airport (Gateway Plaza)(2)
3.15 Palm Springs Airport
3.16 Mt. Vernon Commerce Center
4 1 Extra Space PRISA Pool 927,248
4.01 Extra Space PRISA - Brooklyn, NY
4.02 Extra Space PRISA - Alexandria, VA
4.03 Extra Space PRISA - Hawaiian Gardens, CA
4.04 Extra Space PRISA - Miami, FL (Coral Way)
4.05 Extra Space PRISA - Hicksville, NY
4.06 Extra Space PRISA - Los Angeles, CA (North Vine Street)
4.07 Extra Space PRISA - Santa Cruz, CA
4.08 Extra Space PRISA - Fredericksburg, VA
4.09 Extra Space PRISA - Santa Fe, NM
4.1 Extra Space PRISA - Birmingham, AL
4.11 Extra Space PRISA - Kingston, NY
4.12 Extra Space PRISA - Ridge, NY
4.13 Extra Space PRISA - Skokie, IL
4.14 Extra Space PRISA - Gambrills, MD
4.15 Extra Space PRISA - Tyngsboro, MA
4.16 Extra Space PRISA - Brookfield, CT
4.17 Extra Space PRISA - Miami, FL (NW 2nd Avenue)
4.18 Extra Space PRISA - Aloha, OR
4.19 Extra Space PRISA - Belleville, MI
4.2 Extra Space PRISA - Los Angeles, CA (Fountain Avenue)
4.21 Extra Space PRISA - Dallas, TX
4.22 Extra Space PRISA - Mount Laurel, NJ
4.23 Extra Space PRISA - Spring, TX
4.24 Extra Space PRISA - Towson, MD
4.25 Extra Space PRISA - Vancouver, WA
4.26 Extra Space PRISA - Moreno Valley, CA
4.27 Extra Space PRISA - Harrison, NJ
4.28 Extra Space PRISA - Mesa, AZ
4.29 Extra Space PRISA - Bartlett, TN
4.3 Extra Space PRISA - Hauppauge, NY
4.31 Extra Space PRISA - Willoughby, OH
4.32 Extra Space PRISA - Mentor, OH
4.33 Extra Space PRISA - Memphis, TN (Covington Way)
4.34 Extra Space PRISA - Amsterdam, NY
4.35 Extra Space PRISA - Memphis, TN (Raleigh-LaGrange Road)
5 1 300 Four Falls Corporate Center(2) 1,000,000 (3)
6 1 Tiffany Building
7 1 Metro Pointe at South Coast
8 1 Eagle Ridge Mall
9 1 One & Olney Square(2) 6,750 (3)
10 1 501 Second Street
11 1 Knollwood Mall
12 2 Monte Viejo Apartments
13 1 Britannia Business Center II (3)
14 1 Birtcher Phoenix Pool 32,000 375,000 (3)
14.01 AIG Building
14.02 TriWest Healthcare Complex
14.03 NCS Pearson Building
14.04 Hypercom Building
15 1 Residence Inn - Beverly Hills, CA
16 1 Britannia Business Center III (3)
17 1 Greenery Mall (3)
18 2 Park Ridge Apartments
19 2 Summerhill Pointe Apartments
20 1 Hamburg Village Shopping Center
21 1 River City Renaissance Pool 99,750
21.01 3501 Stuart Avenue
21.02 3115 Monument Avenue
21.03 2516 West Grace Street
21.04 2716 West Grace Street
21.05 2726 West Grace Street
21.06 2730 West Grace Street
21.07 2734 West Grace Street
21.08 711 North Boulevard
21.09 801-803 North Boulevard
21.1 805 North Boulevard
21.11 808 North Boulevard
21.12 811 North Boulevard
21.13 2215 Monument Avenue
21.14 25 North Boulevard
21.15 2810 Monument Avenue
21.16 706 North Boulevard
21.17 2700 West Grace Street
21.18 2233 Monument Avenue
21.19 803 North Robinson Street
21.2 2217 Monument Avenue
21.21 2225 Monument Avenue
21.22 622 North Boulevard
21.23 306 North Nansemond Street
22 1 Cottonwood Corners Shopping Center 63,694 (3)
23 1 The Shoppes at Eastchase & The Plaza at Eastchase
24 2 Knollwood Apartments 198,000
25 1 Palmer Town Center
26 2 Londontowne Apartments 66,825
28 1 Price Plaza Center
29 1 Lake Sweetwater Apartments(2)
30 1 Mansions in the Park
31 1 One Riverfront Plaza
32 2 Sherwood Acres Apartments 61,600
33 1 Walmart - Hazard, KY
35 1 Extra Space - Marina Del Ray, CA 186,875
36 1 Sugar Mill Apartments
37 RESERVED(4)
38 2 The Timbers Apartments 30,938
39 2 Willowbend Lake Apartments 14,850
40 1 Chloe Foods (3)
41 1 Warner Atrium 4,375 (3)
42 1 Dublin Place Shopping Center
43 1 Marriott - Oklahoma City, OK 7,500
44 2 The Renaissance Apartments 37,500
45 1 BJB - North Pine Grove
46 1 Woodside Village Shopping Center(2)
47 1 Charter Pointe Apartments 74,140
48 1 Putnam Place(5) 16,563
49 1 Springfield Commons (3)
50 1 One Grumman Road West 33,375 2,000,000
51 1 Carriage Oaks Apartments
52 1 Virginia Office Pool(2) 171,750 223,215 (3)
52.01 Wythe Building
52.02 Culpeper Building
52.03 Almond Building
52.04 Lee Building
52.05 Ratcliffe Building
53 1 Yamato Office Center
54 1 Colonnades West Shopping Center
55 2 Vineyard Village Apartments
56 1 BJB - West Surf
57 1 Crenshaw Business Park
58 1 Brittany Lane Apartments
59 1 Comfort Inn - Warwick, RI 13,169
60 1 Holiday Inn Select - Orlando, FL 45,031
61 2 Camino Real Apartments 12,500
62 1 1201 Broadway
63 RESERVED(4)
64 1 Motel Pool I(6) 24,688
64.01 Settle Inn - Council Bluffs, IA
64.02 Settle Inn - Bellevue, NE
64.03 Best Western Settle Inn - Omaha, NE
64.04 Settle Inn - Lincoln, NE
64.05 Settle Inn - Altoona, IA
65 2 Forestwood Apartments
66 1 Extra Space - Chatsworth, CA 113,125
67 1 Patrick Commerce Center
68 2 La Fontenay III Apartments 27,500
69 2 Citifront Apartments
70 2 Wellington Farms Apartments(7) 33,750
71 1 Scripps Ranch Marketplace II (3)
72 1 White Stone Center
73 2 Parkway Crossing(2)
74 1 Extra Space - Philadelphia, PA 187,500
75 1 Colonial Estates Apartments
76 1 Loudoun Center 800,000 (3)
77 2 Tropicana Springs 5,250
78 1 River Pointe Mall(8)
79 2 Clocktower Apartments
80 2 Villa Sierra Apartments 86,250
81 2 Cedar Bluff Apartments 28,050
82 1 BJB - Ridge Pool
82.01 BJB - 2129-2135 Ridge
82.02 BJB - 2121 Ridge
83 1 Kohl's - Wadsworth, OH
84 1 BJB - Oakdale
85 1 Carmel Park II (3)
87 1 Oak Grove Market
88 2 Colonie Apartments 30,250
89 1 Key Plaza 22,500
90 1 Motel Pool II(6) 189,551
90.01 Best Western - Grand Forks, ND
90.02 Best Western - Lincoln, NE
90.03 Settle Inn - Grand Forks, ND
90.04 Settle Inn - Kaukauna, WI
90.05 Super 8 - Seward, NE
91 1 Extra Space - Cordova, TN 1,688
92 1 American Equities Technology Center(2)(9) 56,875 (3)
93 1 Buena Vista II Apartments 49,060
94 1 Extra Space - Long Beach, CA 62,125
95 1 Lake Plaza East
96 1 BJB - 1575 Oak Avenue
97 1 Kyrene Corporate Center 125,000 (3)
98 1 Extra Space - Miami, FL 12,125
99 1 BreckenRidge Apartments 39,600
100 1 US Storage Center - Long Beach, CA 18,125
101 2 Lake Pointe Apartments - Phase 2
102 1 Extra Space - Naples, FL 60,000
103 1 Walgreens - Metairie, LA
104 1 Kmart - West Saint Paul, MN
105 1 Extra Space - Burke, VA 1,625
106 1 34 South Broadway 16,250 (3)
107 1 Harris Teeter - Darnestown, MD
108 1 BJB - Maple and Dempster Apartments
109 1 350 Revolutionary Drive
110 1 445 Dolley Madison Road (3)
111 2 Wyndchase Apartments 4,375
112 1 Walgreens - Mauldin, SC
113 1 Extra Space - Dallas, TX
114 1 BJB - 2247 Ridge Avenue 9,625
115 2 Carisbrooke Apartments Phase III
116 1 Walgreens - Houston, TX (Hillcroft Avenue)
117 1 Walgreens - Marietta, GA
118 1 Walgreens - North Wilkesboro, NC
119 1 Hillcrest Plaza Shopping Center
120 1 Dreamy Draw Office Plaza 15,813 (3)
121 1 Extra Space - Las Vegas, NV 5,375
122 1 Extra Space - Columbus, OH (Kenny Road) 3,125
123 2 Driftwood Apartments 26,400
124 1 Walgreens - Hutchinson, KS
125 1 CVS - Winter Haven, FL
126 1 Extra Space - Houston, TX 6,250
127 1 Walgreens - Harris County, TX
128 1 603 Dolley Madison Road (3)
129 1 Walgreens - Saint Joseph, MO
130 1 Ninth Street North
131 1 Extra Space - Plano, TX 18,750
132 2 Turtle Place Apartments
133 1 Extra Space - Memphis TN (Winchester Road) 5,625
134 1 US Storage Center - Gardena, CA 22,113
135 2 Kentwood Apartments 34,760
136 1 Walgreens - Newton, KS
137 2 Barrington Apartments
138 1 Walgreens - Warrensburg, MO
139 1 Patterson Pope Building 194,375
140 1 Conn's - Austin, TX
141 1 Extra Space - West Palm Beach, FL 41,563
142 1 Conn's - Cedar Park, TX
143 2 Walworth Ridge Apartments
144 1 Extra Space - Austin, TX 16,375
145 1 Red Banks Crossing Shopping Center
146 1 Extra Space - North Highlands, CA 53,875
147 2 Landings at Pilot Point Apartments
148 1 Extra Space - Memphis TN (Mount Moriah Terrace) 5,625
149 1 Extra Space - Columbus, OH (Schofield Drive) 18,750
150 1 Conn's - Hurst, TX
151 1 Rite Aid - Wheelersburg, OH
(1) One Mortgage Loan, representing 6.4% of the Cut-Off Date Pool Balance, is
part of a split loan structure and the related pari passu companion loan
is not included in the trust fund with respect to this Mortgage Loan,
unless otherwise specified.
(2) Certain of the Mortgage Loans detail "as-stabilized" appraised values as
indicated by appraisal dates in the future. Reserves were generally taken
at closing in order to address the difference between the "as-is" and
"as-stabilized" valuation. See RISK FACTORS - The Mortgage Loans -
Inspections and Appraisals May Not Accurately Reflect Value or Condition
of Mortgage Property.
(3) In addition to any such escrows funded at loan closing for potential
TI/LC, these Mortgage Loans require funds to be escrowed during some or
all of the loan terms for TI/LC expenses, which may be incurred during the
loan term. In certain instances, escrowed funds may be released to the
borrower upon satisfaction of certain leasing conditions.
(4) Loan numbers 37 and 63 were removed from Annex A-1 included in the Free
Writing Prospectus, dated December 4, 2005.
(5) This reserve will escrow at $31,735 annually for the first 48 payments.
(6) Annual Deposit to Replacement Reserves is based on reserves payable each
calendar month for March through November. The Lender, may upon notice to
Borrower, increase the monthly amounts required to be deposited into the
reserve account to a monthly amount equal to 1/9th of 4.0% of the total
gross annual revenues for the most recent full calendar year, effective on
the first monthly payment date occurring after noticed is served.
(7) For purposes of determining the DSC ratio for one Mortgage Loan,
representing 0.4% of the Cut-Off Date Pool Balance, the DSC ratio was
calculated by taking into account the financial performance of the related
Mortgaged Property on a "stabilized" basis that is consistent with the
respective performance-related criteria required to obtain release of
certain escrows pursuant to the related Mortgage Loan documents.
(8) This reserve will escrow at $25,961 annually for the first 48 payments.
(9) With respect to one Mortgage Loan, representing 0.3% of the Cutoff Date
Pool Balance, in the event the related borrower does not satisfy certain
economic performance criteria specified in the related mortgage loan
documents, funds deposited in certain reserve accounts are required to be
used to pay down the principal balance of the related mortgage loan.
