EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is
dated and effective as of June 1, 2007, between Bank of America, National
Association, as seller (the "Seller" or "Bank of America"), and Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or "BACM").
The Seller desires to sell, assign, transfer and otherwise convey to
the Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Schedule I (the
"Mortgage Loan Schedule"), except that the Seller will retain the master
servicing rights (the "Servicing Rights") with regard to the Mortgage Loans in
its capacity as Master Servicer (as defined below) and shall enter into certain
Sub-Servicing Agreements with Sub-Servicers, all as contemplated in the Pooling
and Servicing Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of: (i) the
Mortgage Loans and (ii) certain mortgage loans transferred by Bank of America to
the Purchaser pursuant to a mortgage loan purchase and sale agreement, dated as
of the date hereof between Bank of America and the Purchaser, to a trust (the
"Trust") created pursuant to the Pooling and Servicing Agreement (as defined
below). Beneficial ownership of the assets of the Trust (such assets
collectively, the "Trust Fund") will be evidenced by a series of commercial
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Fitch, Inc. and/or Standard & Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc. (together, the "Rating
Agencies"). Certain classes of the Certificates (the "Offered Certificates")
will be registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Trust will be created and the Certificates will be issued pursuant to
a pooling and servicing agreement to be dated as of June 1, 2007 (the "Pooling
and Servicing Agreement"), among BACM, as depositor, Bank of America, National
Association as master servicer (the "Master Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (in such capacity, the "Trustee") and as REMIC administrator.
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
BACM intends to sell the Offered Certificates to Banc of America
Securities LLC ("BAS"), Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx"), Credit Suisse
Securities (USA) LLC ("Credit Suisse") and Greenwich Capital Markets, Inc. ("RBS
Greenwich Capital" and, collectively with BAS, Bear Xxxxxxx and Credit Suisse,
the "Underwriters") pursuant to an underwriting agreement, dated as of May 24,
2007 (the "Underwriting Agreement"). BACM intends to sell the remaining Classes
of Certificates (the "Non-Offered Certificates") to BAS and Bear Xxxxxxx, as
initial purchasers (collectively, the "Initial Purchasers"), pursuant to a
certificate purchase agreement, dated as of May 24, 2007 (the "Certificate
Purchase Agreement"), among BACM, BAS and Bear Xxxxxxx. The Offered Certificates
are more fully described in the prospectus dated May 24, 2007 (the "Base
Prospectus"), and the supplement to the Base Prospectus dated May 24, 2007 (the
"Prospectus Supplement"; and, together with the Base Prospectus, the
"Prospectus"), as each may be amended or supplemented at any time hereafter. The
privately offered Non-Offered Certificates are more fully described in a private
placement memorandum, dated May 24, 2007 (the "Memorandum"), as it may be
amended or supplemented at any time hereafter.
The Seller will indemnify the Underwriters, the Initial Purchasers
and certain related parties with respect to certain disclosure regarding the
Mortgage Loans and contained in the Prospectus, the Memorandum and certain other
disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated as of June 1, 2007 (the
"Indemnification Agreement"), among the Seller, the Purchaser, the Underwriters
and the Initial Purchasers.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase and Sell.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing, which
amount shall be payable on or about June 6, 2007 in immediately available funds.
The Purchaser shall be entitled to all interest accrued on the Mortgage Loans on
and after the Cut-off Date and all principal payments received on the Mortgage
Loans after the Cut-off Date except for principal and interest payments due and
payable on the Mortgage Loans on or before the Cut-off Date, which shall belong
to the Seller.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights), including
without limitation all principal and interest due on or with respect to the
Mortgage Loans after the Cut-off Date, together with Bank of America's right,
title and interest in and to any related insurance policies and all other
documents in the related Mortgage Files.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement, the Seller
shall deliver or cause to be delivered to the Purchaser or, if so directed by
the Purchaser, to the Trustee or a custodian designated by the Trustee (a
"Custodian"), the documents, instruments and agreements required to be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling and Servicing
Agreement, and meeting all the requirements of such Section 2.01, and such other
documents, instruments and agreements as the Purchaser or the Trustee shall
reasonably request.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered to the Trustee the Mortgage File for each Mortgage Loan.
All Mortgage Files delivered prior to the Closing Date will be held by the
Trustee in escrow at all times prior to the Closing Date. Each Mortgage File
shall contain the documents set forth in the definition of Mortgage File under
the Pooling and Servicing Agreement.
(e) If the Seller is unable to deliver or cause the delivery of any
original Mortgage Note, it may deliver a copy of such Mortgage Note, together
with a lost note affidavit, and indemnity, and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2(c). If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi), (viii) and (x) of the definition of "Mortgage File"
in the Pooling and Servicing Agreement, with evidence of recording or filing (if
applicable, and as the case may be) thereon, solely because of a delay caused by
the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as the case may be, so long as a copy of
such document or instrument, certified by the Seller as being a copy of the
document deposited for recording or filing, has been delivered, and then subject
to the requirements of Section 4(d), the delivery requirements of Section 2(c)
shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the related Mortgage File. If the
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, because such document or instrument has been delivered
for recording or filing, as the case may be, then subject to Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File. If the Seller cannot so deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely because such
policy has not yet been issued, the delivery requirements of Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing item shall
be deemed to have been included in the related Mortgage File, provided that the
Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on
or before the Closing Date, a binding commitment for title insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related title company
or its authorized agent.
(f) [Reserved].
(g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.
(h) If and when the Seller is notified of or discovers any error in
the Mortgage Loan Schedule attached to this Agreement as to which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and
distribute such amended Mortgage Loan Schedule to the parties to the Pooling and
Servicing Agreement; provided, however, the correction or amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure of a Material
Breach.
(i) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the Mortgage
Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration referred to in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available hereunder for a breach of
the Seller's representations and warranties set forth in Section 4, subject to
the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to and for the benefit
of the Purchaser as of the Closing Date that:
(i) The Seller is a national banking association, duly authorized,
validly existing and in good standing under the laws of the United States
of America.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance of Seller's obligations under this Agreement, will not
violate the Seller's organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the Seller's good faith and
commercially reasonable judgment is likely to affect materially and
adversely either the ability of the Seller to perform its obligations
under this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter into and
perform its obligations under this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws affecting
the enforcement of creditors' rights generally and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which if determined adversely to the Seller
would prohibit the Seller from entering into this Agreement, or in the
Seller's good faith and reasonable judgment, would be likely to materially
and adversely affect either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Seller of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings and recordings of Mortgage Loan documents and assignments thereof
that are contemplated by the Pooling and Servicing Agreement to be
completed after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date (or as of
such other dates specifically provided in the particular representation and
warranty), with respect to (and solely with respect to) each Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller thereof in writing
and request that the Seller correct or cure such Material Breach or Material
Document Defect. Within 90 days of the earlier of discovery or receipt of
written notice by the Seller that there has been a Material Breach or a Material
Document Defect (such 90-day period, the "Initial Resolution Period"), the
Seller shall (i) cure such Material Breach or Material Document Defect, as the
case may be, in all material respects or (ii) repurchase each affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related Purchase
Price in accordance with the terms hereof and, if applicable, the terms of the
Pooling and Servicing Agreement, with payment to be made in accordance with the
reasonable directions of the Purchaser; provided that if the Seller certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such Material Breach or Material Document Defect, as the case may
be, does not and will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being corrected or cured but not within the applicable Initial
Resolution Period, (iii) that the Seller has commenced and is diligently
proceeding with the cure of such Material Breach or Material Document Defect, as
the case may be, within the applicable Initial Resolution Period, and (iv) that
the Seller anticipates that such Material Breach or Material Document Defect, as
the case may be, will be corrected or cured within an additional period not to
exceed the Resolution Extension Period (as defined below), then the Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, if the Seller's obligation to repurchase
any Defective Mortgage Loan as a result of a Material Breach or Material
Document Defect arises within the three-month period commencing on the Closing
Date (or within the two-year period commencing on the Closing Date if the
Defective Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective Mortgage Loan (but, in any event, no later than such repurchase
would have to have been completed), (i) replace such Defective Mortgage Loan
with one or more substitute mortgage loans that individually and collectively
satisfy the requirements of the definition of "Qualifying Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding Substitution Shortfall Amount, such substitution and payment to be
effected in accordance with the terms of the Pooling and Servicing Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan shall be on a
whole loan, servicing released basis. The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or
Material Document Defect, but if the Seller discovers a Material Breach or
Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
For purposes of this Section 4(c), "Resolution Extension Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the
applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following receipt by the Seller of written
notice from the Master Servicer or the Special Servicer of the occurrence
of any Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(iii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a not a Specially Serviced Loan as of
the commencement of the applicable Initial Resolution Period, but as to
which a Servicing Transfer Event occurs during such Initial Resolution
Period, the period commencing at the end of the applicable Initial
Resolution Period and ending on, and including, the 90th day following
receipt by the Seller of written notice from the Master Servicer or the
Special Servicer of the occurrence of such Servicing Transfer Event; and
(iv) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, zero days;
provided, however, if the Seller did not receive written notice from the
Master Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of the commencement of the applicable Initial Resolution Period,
then such Servicing Transfer Event shall be deemed to have occurred during
such Initial Resolution Period and the immediately preceding clause (iii)
of this definition will be deemed to apply.
In addition, the applicable Seller shall have an additional 90 days
to cure such Material Document Defect or Material Breach, provided that the
Seller has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach and such failure to cure is solely the result
of a delay in the return of documents from the local filing or recording
authorities.
If one or more of the Mortgage Loans constituting a
Cross-Collateralized Set are the subject of a Breach or Document Defect, then,
for purposes of (i) determining whether such Breach or Document Defect is a
Material Breach or Material Document Defect, as the case may be, and (ii) the
application of remedies, such Cross-Collateralized Set shall be treated as a
single Mortgage Loan.
If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (that provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable Material Breach or Material
Document Defect does not constitute a Material Breach or Material Document
Defect, as the case may be, as to any related Cross-Collateralized Mortgage Loan
or applies to only specific Mortgaged Properties included in such portfolio
(without regard to this paragraph), then the applicable Material Breach or
Material Document Defect (as the case may be) will be deemed to constitute a
Material Breach or Material Document Defect (as the case may be) as to any
related Cross-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Seller shall repurchase or substitute for any
related Cross-Collateralized Mortgage Loan in the manner described above unless,
in the case of a Material Breach or Material Document Defect, both of the
following conditions would be satisfied if the Seller were to repurchase or
substitute for only the affected Cross-Collateralized Mortgage Loans or affected
Mortgaged Properties as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph: (i) the debt service coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties for the four calendar quarters immediately preceding the repurchase
or substitution is not less than the greater of (a) the debt service coverage
ratio immediately prior to the repurchase, (b) the debt service coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and (c) 75%. In the
event that both of the conditions set forth in the preceding sentence would be
satisfied, the Seller may elect either to repurchase or substitute for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which
the Material Breach or Material Document Defect exists or to repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or Mortgaged
Properties.
To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan, forbear from
enforcing any remedies against the other's Primary Collateral (as defined
below), but each is permitted to exercise remedies against the Primary
Collateral securing its respective affected Cross-Collateralized Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Cross-Collateralized Mortgage Loans or
Mortgaged Properties held by such party, then both parties shall forbear from
exercising such remedies until the related Mortgage Loan documents can be
modified to remove the threat of impairment as a result of the exercise of
remedies. "Primary Collateral" shall mean the Mortgaged Property directly
securing a Cross-Collateralized Mortgage Loan excluding, however, any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
cross-collateralization of such loans.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 4(c), the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.
Except as set forth in Section 4(f), it is understood and agreed
that the obligations of the Seller set forth in this Section 4(c) to cure a
Material Breach or a Material Document Defect or repurchase or replace the
related Defective Mortgage Loan(s), constitute the sole remedies available to
the Purchaser with respect to any Breach or Document Defect.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c) that the
Purchaser shall have executed and delivered such instruments of transfer or
assignment then presented to it by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller the legal and beneficial ownership of
such Defective Mortgage Loan (including any property acquired in respect thereof
or proceeds of any insurance policy with respect thereto ), to the extent that
such ownership interest was transferred to the Purchaser hereunder.
(d) Subject to the specific delivery requirements set forth in the
Pooling and Servicing Agreement, if the Seller cannot deliver on the Closing
Date any document that is required to be part of the Mortgage File for any
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain, and deliver
to the Purchaser or its designee, all documents missing from such Mortgage
File that were required to be delivered by the Seller;
(ii) the Seller shall provide the Purchaser with periodic reports
regarding its efforts to complete such Mortgage File, such reports to be
made on the 90th day following the Closing Date and every 90 days
thereafter until the Seller has delivered to the Purchaser or its designee
all documents required to be delivered by the Seller as part of such
Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its designee
of any notice of any remaining deficiencies to such Mortgage File as of
the 90th day following the Closing Date, the Seller shall reconfirm its
obligation to complete such Mortgage File and to correct all deficiencies
associated therewith, and, if it fails to do so within 45 days after its
receipt of such notice, the Seller shall deliver to the Purchaser or its
designee a limited power of attorney (in a form reasonably acceptable to
the Seller and the Purchaser) permitting the Purchaser or its designee to
execute all endorsements (without recourse) and to execute and, to the
extent contemplated by the Pooling and Servicing Agreement, record all
instruments or transfer and assignment with respect to the subject
Mortgage Loan, together with funds reasonably estimated by the Purchaser
to be necessary to cover the costs of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties under
the Pooling and Servicing Agreement for any out-of-pocket costs and
expenses resulting from the Seller's failure to deliver all documents
required to be part of such Mortgage File; and
(v) the Seller shall otherwise use commercially reasonable efforts
to cooperate with the Purchaser and any parties under the Pooling and
Servicing Agreement in any remedial efforts for which a Document Defect
with respect to such Mortgage File would otherwise cause a delay.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any serviced Companion Loan that is deposited into another
securitization, the depositor for such other securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining to
information required by Regulation AB attached to the Pooling and Servicing
Agreement, within the time periods set forth in Article XI of the Pooling and
Servicing Agreement.
(f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section 3.08(a) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto,
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor and the Master Servicer or the Special Servicer, as applicable, has
requested that the related Mortgagor pay such fees and expenses and such
Mortgagor refuses to do so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Purchaser of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings of Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after
the Closing Date.
(iii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this agreement by the
Purchaser, will not violate the Purchaser's certificate of incorporation
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(vi) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Purchaser's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the Purchaser
has received service of process or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and their
affiliates, that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans or the consummation of any
of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Deloitte & Touche LLP (the
"Accountants") in making available all information and taking all steps
reasonably necessary to permit the Accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at 10:00 a.m., Charlotte
time, on the Closing Date.
The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.
(i) All of the representations and warranties of the Seller and of
the Purchaser specified in Sections 4 and 5 hereof shall be true and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and Seller, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(iii) The Seller shall have delivered and released to the Purchaser,
the Trustee or a Custodian, or the Master Servicer shall have received to
hold in trust pursuant to the Pooling and Servicing Agreement, as the case
may be, all documents and funds required to be so delivered pursuant to
Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(vi) The Seller (or an affiliate thereof) shall have paid or agreed
to pay all fees, costs and expenses payable to the Purchaser or otherwise
pursuant to this Agreement; and
(vii) Neither the Certificate Purchase Agreement nor the
Underwriting Agreement shall have been terminated in accordance with its
terms.
Both parties agree to use their commercially reasonable 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 8. Closing Documents.
(a) The Closing Documents shall consist of the following, and can
only be waived and modified by mutual consent of the parties hereto:
(b) This Agreement, duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement, duly executed and delivered
by the Purchaser and all the other parties thereto; and
(c) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Comptroller of the Currency, dated not earlier than 30 days prior to the Closing
Date; and
(e) A certificate of the Seller, executed by an executive officer or
authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Initial Purchasers may rely to the
effect that (i) the representations and warranties of the Seller in the
Agreement are true and correct in all material respects at and as of the date
hereof with the same effect as if made on the date hereof, and (ii) the Seller
has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part required under the Agreement to be performed or
satisfied at or prior to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser, the
Underwriters and the Initial Purchasers, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each
Rating Agency; and
(g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates; and
(h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective
parties thereto; and
(j) One or more comfort letters from the Accountants dated the date
of any free writing prospectus, Prospectus Supplement and Memorandum,
respectively, and addressed to, and in form and substance acceptable to the
Purchaser and the Underwriters in the case of the free writing prospectus and
the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the
case of the Memorandum stating in effect that, using the assumptions and
methodology used by the Purchaser, all of which shall be described in such
letters, they have recalculated such numbers and percentages relating to the
Mortgage Loans set forth in any free writing prospectus, the Prospectus
Supplement and the Memorandum, compared the results of their calculations to the
corresponding items in any free writing prospectus, the Prospectus Supplement
and the Memorandum, respectively, and found each such number and percentage set
forth in any free writing prospectus, the Prospectus Supplement and the
Memorandum, respectively, to be in agreement with the results of such
calculations.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., 000
Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:
Xxxxxxx Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx,
Esq., Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx
Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to
Xxxxx X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or such other address as may
hereafter be furnished to the Seller in writing by the Purchaser; if to the
Seller, addressed to Bank of America, National Association, 000 Xxxxx Xxxxx
Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx, Esq.,
Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx Xxxxx
Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to Xxxxx
X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202) or to such other addresses as may
hereafter be furnished to the Purchaser by the Seller in writing.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to the Trustee.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.
SECTION 17. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller agreed
to be made hereby shall be, and be construed as a sale by the Seller of all of
the Seller's right, title and interest in and to the Mortgage Loans. It is,
further, not intended that such conveyance be deemed a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller, as the case may be. However, in the event that notwithstanding the
intent of the parties, the Mortgage Loans are held to be property of the Seller,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that, (i) this Agreement
shall also be deemed to be a security agreement within the meaning of Article 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; and (ii) the conveyance provided for in this
Section shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
(A) the Mortgage Notes, the Mortgages, any related insurance policies and all
other documents in the related Mortgage Files, (B) all amounts payable to the
holders of the Mortgage Loans in accordance with the terms thereof (other then
scheduled payments of interest and principal due on or before the Cut-off Date)
and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, whether in the
form of cash, instruments, securities or other property. The Seller and the
Purchaser shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement and the Pooling
and Servicing Agreement. In connection herewith, the Purchaser shall have all of
the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
SECTION 19. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loans (each a "Cross-Collateralized Set"), by their
terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized Set
is identified on the Mortgage Loan Schedule. For purposes of reference, the
Mortgaged Property that relates or corresponds to any of the Mortgage Loans
referred to in this Section 19 shall be the property identified in the Mortgage
Loan Schedule as corresponding thereto. The provisions of this Agreement,
including without limitation, each of the representations and warranties set
forth in Schedule II hereto and each of the capitalized terms used but not
defined herein but defined in the Pooling and Servicing Agreement, shall be
interpreted in a manner consistent with this Section 19. In addition, if there
exists with respect to any Cross-Collateralized Set only one original of any
document referred to in the definition of "Mortgage File" in the Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Set, then the inclusion of the original of such document in
the Mortgage File for any of the Mortgage Loans in such Cross-Collateralized Set
shall be deemed an inclusion of such original in the Mortgage File for each such
Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans.
SECTION 20. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.
SECTION 21. WAIVER OF TRIAL BY JURY.
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 22. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
BANC OF AMERICA COMMERCIAL MORTGAGE
INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Sequence Loan Number Loan Seller
-------- ----------- ---------------
2 0000000 Bank of America
3 0000000 Bank of America
4 0000000 Bank of America
5 0000000 Bank of America
6 0000000 Bank of America
7 59712 Bank of America
8 0000000 Bank of America
9 0000000 Bank of America
10 0000000 Bank of America
11 0000000 Bank of America
13 0000000 Bank of America
15 0000000 Bank of America
17 0000000 Bank of America
18 0000000 Bank of America
19 0000000 Bank of America
20 0000000 Bank of America
21 0000000 Bank of America
22 0000000 Bank of America
26 0000000 Bank of America
27 0000000 Bank of America
27.1 0000000 Bank of America
27.2 0000000 Bank of America
27.3 0000000 Bank of America
27.4 0000000 Bank of America
27.5 0000000 Bank of America
27.6 0000000 Bank of America
27.7 0000000 Bank of America
27.8 0000000 Bank of America
27.9 0000000 Bank of America
27.10 0000000 Bank of America
27.11 0000000 Bank of America
28 0000000 Bank of America
29 0000000 Bank of America
31 0000000 Bank of America
32 0000000 Bank of America
34 0000000 Bank of America
35 0000000 Bank of America
35.1 0000000 Bank of America
35.2 0000000 Bank of America
35.3 0000000 Bank of America
36 0000000 Bank of America
37 0000000 Bank of America
38 0000000 Bank of America
39 0000000 Bank of America
40 0000000 Bank of America
42 0000000 Bank of America
43 0000000 Bank of America
44 0000000 Bank of America
46 0000000 Bank of America
47 0000000 Bank of America
53 0000000 Bank of America
57 0000000 Bank of America
58 0000000 Bank of America
58.1 0000000 Bank of America
58.2 0000000 Bank of America
58.3 0000000 Bank of America
58.4 0000000 Bank of America
59 0000000 Bank of America
60 0000000 Bank of America
61 0000000 Bank of America
62 0000000 Bank of America
64 0000000 Bank of America
64.1 0000000 Bank of America
64.2 0000000 Bank of America
64.3 0000000 Bank of America
64.4 0000000 Bank of America
65 0000000 Bank of America
68 0000000 Bank of America
69 0000000 Bank of America
70 0000000 Bank of America
71 0000000 Bank of America
72 0000000 Bank of America
73 0000000 Bank of America
76 0000000 Bank of America
77 0000000 Bank of America
78 0000000 Bank of America
79 0000000 Bank of America
80 0000000 Bank of America
81 0000000 Bank of America
82 0000000 Bank of America
85 0000000 Bank of America
86 0000000 Bank of America
88 0000000 Bank of America
89 0000000 Bank of America
90 0000000 Bank of America
92 0000000 Bank of America
94 0000000 Bank of America
94.1 0000000 Bank of America
94.2 0000000 Bank of America
96 0000000 Bank of America
97 0000000 Bank of America
98 0000000 Bank of America
101 0000000 Bank of America
102 0000000 Bank of America
103 0000000 Bank of America
107 0000000 Bank of America
108 0000000 Bank of America
109 0000000 Bank of America
112 0000000 Bank of America
116 0000000 Bank of America
117 0000000 Bank of America
118 0000000 Bank of America
119 0000000 Bank of America
120 0000000 Bank of America
124 0000000 Bank of America
126 0000000 Bank of America
127 0000000 Bank of America
129 0000000 Bank of America
132 0000000 Bank of America
134 0000000 Bank of America
138 0000000 Bank of America
144 0000000 Bank of America
146 0000000 Bank of America
148 0000000 Bank of America
152 0000000 Bank of America
154 0000000 Bank of America
158 0000000 Bank of America
159 0000000 Bank of America
163 0000000 Bank of America
167 0000000 Bank of America
172 0000000 Bank of America
174 0000000 Bank of America
177 0000000 Bank of America
178 0000000 Bank of America
179 0000000 Bank of America
180 0000000 Bank of America
Sequence Property Name
-------- -------------------------------------------------------------------------
2 Xxx Xxxx Xxxxxx
0 000 Xxxxxxxxx Xxxxxx
4 Xxxxxx Crossing
5 Mall of Acadiana
6 Connecticut Financial Center
7 Valley River Center
8 000 Xxxx 00xx Xxxxxx
0 Xxxxxxxx Xxxxxx Xxxxx
00 00 Xxxxx Xxxxx Street
11 Xxxxxxx Pavilion
13 Fayette Pavilion III & IV
00 Xxxxxxxx Xxxxxxx
17 Plaza at Fayette
18 Sarasota Pavilion
19 Pleasant Hill
00 Xxxxxx Xxxxx Xxxx
00 Xxxxx Xxxxx
22 Venture Pointe
26 The Xxxx at Salem Station
27 West Park Industrial Portfolio (Rollup)
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx XI
27.2 West Park Industrial Portfolio - West Park VIII
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx III
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx VI
27.5 West Park Industrial Portfolio - West Park VII
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx IV
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx V
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx I
00.0 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx II
27.10 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx X
27.11 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx - Xxxx Xxxx IX
28 Fairway Lakes
29 Xxxx Building
31 Sand Lake Corners
32 Buffets Headquarters
34 Grande View Apartments
35 Bakersfield Industrial Portfolio (Rollup)
35.1 Bakersfield Industrial Portfolio - 2309, 2351 and 0000 Xxxx Xxxxxxxx Xxxx
35.2 Bakersfield Industrial Portfolio - 0000 Xxxx Xxxxxxxx Xxxx
35.3 Bakersfield Industrial Portfolio - 6881 and 0000 Xxxxxxxx Xxxxxxxxx
36 City Crossing
37 Xxxxxx Plaza
38 Lakes of Xxxxx Apartments
39 Bent Tree Apartments
40 Columbiana Station II
00 Xxxxxxx Xxxxxx Xxxxxxxxxx
00 00 Xxxxxxxx
00 Xxxx'x Xxxxxxxx
00 Xxxxxx Xxxxxx Marketplace
47 DaimlerChrysler Building - Ameriplex at the Portage
53 Richmond Industrial
57 Prince Acaciawood Apartments
58 Simply Self Storage Portfolio (Rollup)
58.1 Simply Self Storage Portfolio - Hawthorn
58.2 Simply Self Storage Portfolio - Xxxxx
58.3 Simply Self Storage Portfolio - West 10th
58.4 Simply Self Storage Portfolio - Zionsville
59 0000 Xxxxx Xxxxxxxxx
00 Xxxx Xxxxx Xxxxx
00 Xxxxxxxxx Xxxxx
00 Xxxxx Store 21
64 Premier Development Portfolio (Rollup)
64.1 Premier Development Portfolio - 000 Xxxxx Xxxxxx
64.2 Premier Development Portfolio - 000 Xxxxxxxxxxx Xxxxxx
64.3 Premier Development Portfolio - 32 Custom House Street
64.4 Premier Development Portfolio - 1 Custom Xxxxx Xxxxxx
00 Xxxxx Xxxxxxxx Xxxxxxxx
00 Xxxxxxxx Xxxxxxx
00 Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxx Xxxxxx
70 Hill Court Apartments
71 DTI- Chevy Xxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxx Xxxxxxxx Xxxxxxx
73 Xxxx Ranch I
76 Value Store It
77 Remy International World Headquarters
78 Boise Cascade - Florida
79 Xxxxx Store 96
80 Courtyard Marriott Baton Rouge Siegen Lane
81 Xxxxxx Valley Corporate Center
00 XXX- Xxxxxxx Xxxxxx Xxxxxxxxxx
00 Xxxxxx Center
86 Ironwood Square Shopping Center
88 Best Buy - Burbank, IL
89 Best Western - Xxxxx
90 Daystar Retirement Village
92 DTI- University Club Apartments
94 Parkview Heights Heights and Meetinghouse Apartments (Rollup)
94.1 Parkview Heights Apartments
94.2 Meetinghouse Apartments
96 Crossroads at Santa Xxxxx Building #9
97 Royale Apartments
98 DTI-Brazos Apartments
000 Xxx Xxxxx Apartments
102 Social Security Administration Building
000 Xxxx Xxxxxx Xxxxxxx - Xxxxxxx, XX
000 DTI- Scandia Apartments
108 Xxxxx Store 47
109 Clarion Hotel
112 DTI- Baywood Apartments
116 Lobill's Store 331
117 DTI- Gables Apartments
000 Xxxxx Xxxxx 00
000 Xxxxxxxx'x - Xxxxxxx, XX
120 000-000 Xxxx 00xx Xxxxxx
124 BofA Ground Lease - LaSalle & Grand
126 DTI- Xxxxxx Pond Apartments
000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxx
000 Lobill's Xxxxx 000
000 Xxxx Xxxxxxx
000 Xxxxxx Xxxx Xxxxxxxx
000 Xxxxxx Xxxxxxx
144 DTI- Paper Moon Apartments
146 International Filing Company
148 DTI- San Xxxxxxx Square Apartments
152 Apollo Beach Mini Storage
154 Lobill's Store 343
158 The Homestead
000 Xxxxxxxxx - Xxxxx Xxxxxxxxx, XX
163 Orchard and Xxxxxx Xxxxxxxxxx
000 XxxxxxXxx - Xxxxxxxxxxx, XX
000 Xxxxxxx Xxxxxx Apartments
174 DTI- Hillside Apartments
177 University Courtyard Apartments
178 Lobill's Store 326
179 Van Buren Retail Center
180 Solana Beach Retail
Totals
Sequence Street Address
-------- ---------------------------------------------------------------------------------------------
2 One Xxxx Xxxxxx
0 000 Xxxxxxxxx Xxxxxx
0 0000 Xxxx and Xxxxxxx Xxxxxxxxx
0 0000 Xxxxxxxx Xxxxxx
6 000 Xxxxxx Xxxxxx
7 293 Valley River Center
8 000 Xxxx 00xx Xxxxxx
9 1205, 1225, 1305 and 0000 Xxxxxxxx Xxxxxx
10 00 Xxxxx Xxxxx Xxxxxx
11 000 Xxxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
13 00-000 Xxxxxxxx Xxxxxxx
15 0000-0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
17 3801 Mall Road
18 0000-0000 Xxxxx Xxxxxxx Xxxxx
19 2205 - 0000 Xxxxxxxx Xxxx Xxxx
20 00 Xxxxxxx Xxxxxx
00 X.X. Xxxxxxx 000
00 0000-0000 Venture Drive, 3925-3950 Venture Drive, 0000 Xxxxxxxxx Xxxxxxxxx
26 00000 Xxxxxxxx Xxxx
27 3320, 3330, 0000 Xxxxxxxx Xxxx; 4102, 4104, 4125, 4171, 4542, 4549, 4551, 0000 XX XxXxxx Xxxx
27.1 0000 XX XxXxxx Xxxx
27.2 0000 XX XxXxxx Xxxx
27.3 0000 Xxxxxxxx Xxxx
27.4 0000 XX XxXxxx Xxxx
27.5 0000 XX XxXxxx Xxxx
27.6 0000 XX XxXxxx Xxxx
27.7 0000 XX XxXxxx Xxxx
27.8 0000 Xxxxxxxx Xxxx
27.9 0000 Xxxxxxxx Xxxx
27.10 0000 XX XxXxxx Xxxx
27.11 0000 XX XxXxxx Xxxx
28 0000 Xxxxxxx Xxxxx Xxxxx
29 000 00xx Xxxxxx, XX
31 8111 to 8445 South Xxxx Xxxxx Parkway
32 1460 Buffets Way
34 000 Xxxxxx Xxxx Xxxxx
35 Various
35.1 2309, 2351 and 0000 Xxxx Xxxxxxxx Xxxx
35.2 0000 Xxxx Xxxxxxxx Xxxx
35.3 6881 and 0000 Xxxxxxxx Xxxxxxxxx
36 0000 Xxxxxx Xxxxxxxxx
37 0000 Xxxxxx Xxxx
38 6060 Rossi Drive
39 0000 Xxxxxxxx Xxxx
40 1005-1009 & 0000-0000 Xxxxx Xxxxxxx
42 0000 Xxxx Xxxxxx Xxxxxx
00 00 Xxxxxxxx
44 0000-0000 Xxxxx Xxxx
00 0000-0000 Xxxxxxxxx Xxxxxx
00 0000 Xxxxxxxxx Xxxxx
53 845, 855 & 000 Xxxxxx Xxx Xxxxxxx
57 0000 X. Xxxx Xxxx
58 Various
58.1 0000 Xxxxxxxx Xxxx Xxxxx
58.2 000 Xxxx Xxxxx Xxxx
58.3 0000 Xxxx 00xx Xxxxxx
58.4 0000 Xxxxxxxxxxxx Xxxxx
59 0000 Xxxxx Xxxxxxxxx
60 1888 & 0000 Xxxxx Xxxxxx
61 0000-0000 Xxxxx Xxxxxxxxxx Xxxxx & 7720-7752 Xxxx Xxxxxxxxxx Xxxxxxxxx
00 00000 Xxxxxxxx Xxxx
64 Various
64.1 000 Xxxxx Xxxxxx
64.2 000 Xxxxxxxxxxx Xxxxxx
64.3 32 Custom House Street
64.4 1 Custom House Street
65 0000 Xxxxxxxx Xxxxxxx
68 0000 Xxxx Xxx Xxxxxxxx Xxxx
69 3999 Easton Xxxx Xxxx
00 000 Xxxx Xxxxx Xxxx
00 0000 Xxxxxxxx Xxxxx
72 105 and 000 Xxxxx Xxxxx
73 0000 Xxxx Xxxxxxxx Xxxx
76 0000 XX 0xx Xxxxxx
77 2902 Enterprise Drive, 6512 & 0000 Xxxxxxxxxx Xxxxx
78 0000 Xxxxxxxxx Xxxx
79 000 Xxxxx Xxxxxxxxx Xxxxxx
80 10307 Xxxxx Xxxx Xxxxx
00 00000 Cactus Avenue
82 000 Xxxxxxxxx Xxxxxxx
85 0000-0000 Xxxxxx Xxxx
86 208, 212, 000-000 Xxxx Xxxxxxxx Xxxxx
88 0000 Xxxxx Xxxxxx Xxxxxx
89 000 Xxxxxxxxxx Xxxxxx
90 0000 XX Xxxxxx Xxxxxx
92 2424 Xxxxxxxxxx Xxxx
00 Various
94.1 00-000 Xxxxxxxx Xxxxx, 85-87 Xxxxxx Road, 000-000 Xxxxxxx Xxxxxx, 00-00 Xxxx Xxxxx
00.0 00 Xxxxxxxx Xxxxxx
96 2338, 2342, 2348, 2352, 0000 Xxxxx Xxxxxxx Xxxx
97 65 & 00 Xxxxxxx Xxxxxx
98 1800 Lake Brazos Drive
101 0000 Xxxxxx Xxxxxx
102 9502 Center Xxxxxx
000 00 Xxxx Xxxxxx
107 000 Xxxxxxxx Xxxxx
108 0000 Xxxxx Xxxx 00 Xxxx
109 0000 Xxxxx Xxxxx Xxxxxx
112 5025 FM-2351
116 0000 Xxxx Xxxxxx Xxxxxx
117 000 Xxxxxxxxxx Xxxx Xxxxxxxxx
118 00000 Xxxx Xxxxxxxxxx Xxxxxx
119 0000 Xxxx Xxxx Xxxxxx
120 000-000 Xxxx 00xx Xxxxxx
000 000 Xxxxx Xx Xxxxx Xxxxxx
000 0000 Xxxxxx Xxxxxxxx Parkway South
127 2630 Corporate Place
129 0000 Xxxxx Xxxx Xxxxxx
132 383 Xxxxxxx Xxxxxx
000 0000 Xxxxx 0xx Xxxxxx
000 0000-0000 Xxxxx Xxxxxx Xxxxxx
000 0000 Xxxxx X Xxxxx Drive
146 5370 Highway 42
148 2212 San Xxxxxxx Street
152 000 Xxxxxx Xxxxx Xxxxxxxxx
154 0000 Xxxxx Xxxxxxxxxx Xxxxxx
158 0000 Xxxxxx Xxxxxx
159 00000 Xxxxxxxx Xxxxxxxxx & 0000 Xxxxxxxx Xxxxxx
163 0000-0000 X. Xxxxxxx Xxxxxx & 000-000 X. Xxxxxx Xxxxxx
167 0000 Xxxx Xxxxxxxxx Xxxxxx
172 000-000 Xxxx Xxxxxxx Xxxxxx
174 1420 14th Xxxxxx
000 0000 Xxxxx Xxxxx Xxxxxx
178 1301 South Xxxx Xxxxxx
000 0000 Xxxxxxxxxxxx Xxxx
180 000-000 Xxxxx Xxxxx Xxxxxxx 000
Xxxxxxxx Xxxx Xxxxx Zip Code Mortgage Rate Amortization Basis (1) Original Balance
-------- ---------------- ------- -------- ------------- ---------------------- ----------------
2 Xxx Xxxx XX 00000 6.281% Actual/360 187,500,000
3 Xxx Xxxx XX 00000 5.728% Actual/360 162,500,000
4 Xxxxxxxx Xxxx XX 00000 5.699% Actual/360 153,000,000
5 Xxxxxxxxx XX 00000 5.665% 30/360 150,400,000
6 Xxx Xxxxx XX 00000 5.603% Actual/360 130,400,000
7 Xxxxxx XX 00000 5.589% Actual/360 120,000,000
8 Xxx Xxxx XX 00000 5.658% Actual/360 91,000,000
9 Xxxxxx Xxxx XX 00000 6.011% Actual/360 87,000,000
10 Xxxxxxxxxxx XX 00000 5.287% Actual/360 76,200,000
11 Xxxxxxx XX 00000 5.448% Actual/360 70,373,016
13 Xxxxxxxxxxxx XX 00000 5.448% Actual/360 50,712,288
15 Xxxxxxxx XX 00000 5.448% Actual/360 48,381,600
17 Xxxxxxxxx XX 00000 5.665% 30/360 44,400,000
18 Xxxxxxxx XX 00000 5.448% Actual/360 40,425,230
19 Xxxxxx XX 00000 5.448% Actual/360 30,458,783
20 Xxxxx XX 00000 5.660% Actual/360 30,000,000
21 Xxxxxxxxxx XX 00000 5.448% Actual/360 28,116,029
22 Xxxxxxx XX 00000 5.448% Actual/360 25,818,322
26 Xxxxxxxxxxxxxx XX 00000 5.633% Actual/360 25,200,000
27 Xxxxxxx XX 00000 5.797% Actual/360 24,650,000
27.1 Xxxxxxx XX 00000 3,525,132
27.2 Xxxxxxx XX 00000 3,509,524
27.3 Xxxxxxx XX 00000 2,646,473
27.4 Xxxxxxx XX 00000 2,325,103
27.5 Xxxxxxx XX 00000 2,309,494
27.6 Xxxxxxx XX 00000 2,197,889
27.7 Xxxxxxx XX 00000 2,157,051
27.8 Xxxxxxx XX 00000 2,004,883
27.9 Xxxxxxx XX 00000 1,743,366
27.10 Xxxxxxx XX 00000 1,524,899
27.11 Xxxxxxx XX 00000 706,187
28 Xxxxxxxxxxx XX 00000 6.077% Actual/360 23,560,000
29 Xxxxxxxxxx XX 00000 5.518% Actual/360 21,000,000
31 Xxxxxxx XX 00000 5.448% Actual/360 20,708,572
32 Xxxxx XX 00000 5.628% Actual/360 20,000,000
34 Xxxxxx XX 00000 5.648% Actual/360 18,640,000
35 Xxxxxxxxxxx XX 00000 5.560% Actual/360 17,500,000
35.1 Xxxxxxxxxxx XX 00000 11,526,964
35.2 Xxxxxxxxxxx XX 00000 4,074,839
35.3 Xxxxxxxxxxx XX 00000 1,898,196
36 Xxxxxx Xxxxxx XX 00000 5.448% Actual/360 17,417,561
00 Xxxxxxxxx XX 00000 5.626% Actual/360 16,320,000
00 Xxxxx Xxxxxxxxxx XX 00000 6.077% Actual/360 16,000,000
39 Xxxxxxxx XX 00000 6.075% Actual/360 15,440,000
40 Xxxxxxxx XX 00000 5.448% Actual/360 15,296,764
42 Xxx Xxxxx XX 00000 6.130% Actual/360 13,300,000
43 Xxxxx Xxxxx XX 00000 5.999% Actual/360 13,300,000
44 Xxxxxxxxx XX 00000 5.448% Actual/360 12,903,920
46 Xxxxxx XX 00000 5.717% Actual/360 12,840,000
47 Xxxxxxx XX 00000 5.492% Actual/360 11,952,000
53 Xxxxxxxx XX 00000 5.690% Actual/360 10,500,000
57 Xxxxxxx XX 00000 5.600% Actual/360 10,350,000
58 Various Various Various 5.567% Actual/360 10,300,000
58.1 Xxxxxxxxxxxx XX 00000 3,604,246
58.2 Xxxxxxxx XX 00000 3,287,555
58.3 Xxxxxxxxxxxx XX 00000 2,443,045
58.4 Xxxxxxxxxx XX 00000 965,154
59 Xxxxx XX 00000 5.884% Actual/360 10,050,000
60 Xxxxxxx XX 00000 5.504% Actual/360 10,000,000
61 Xxxxxxxxxx XX 00000 5.448% Actual/360 9,887,151
62 Xxxxxxxxxx XX 00000 5.880% Actual/360 9,599,646
64 Xxxxxxxxxx XX 00000 5.646% Actual/360 9,200,000
64.1 Xxxxxxxxxx XX 00000 2,934,500
64.2 Xxxxxxxxxx XX 00000 2,538,000
64.3 Xxxxxxxxxx XX 00000 1,903,500
64.4 Xxxxxxxxxx XX 00000 1,824,000
65 Xxxxxxxx XX 00000 5.859% Actual/360 9,000,000
00 Xxxxx Xxxx XX 00000 5.730% Actual/360 8,636,000
69 Xxxxxxxx XX 00000 5.562% Actual/360 8,500,000
70 Xxxxxxxxx XX 00000 5.728% Actual/360 8,200,000
71 Xxxxxx XX 00000 5.597% Actual/360 8,200,000
72 Xxxxxxx XX 00000 5.578% Actual/360 8,075,000
73 Xxxxxx XX 00000 5.712% Actual/360 7,900,000
76 Xxxxx XX 00000 5.580% Actual/360 7,500,000
77 Xxxxxxxx XX 00000 5.834% Actual/360 7,400,000
78 Xxxxxx XX 00000 5.676% Actual/360 7,385,000
79 Xxxxxx XX 00000 5.880% Actual/360 7,093,317
80 Xxxxx Xxxxx XX 00000 5.562% Actual/360 7,000,000
81 Xxxxxx Xxxxxx XX 00000 5.798% Actual/360 6,900,000
00 Xxxxxxx Xxxxxxx XX 00000 5.605% Actual/360 6,840,000
85 Xxxxx Xxxx XX 00000 5.529% Actual/360 6,500,000
00 Xxxxx x'Xxxxx XX 00000 5.647% Actual/360 6,300,000
88 Xxxxxxx XX 00000 5.458% 30/360 6,060,000
00 Xxxxx XX 00000 5.712% Actual/360 6,020,000
90 Xxxxxxx XX 00000 5.698% Actual/360 6,000,000
92 Xxxxxxxxxx XX 00000 5.626% Actual/360 5,900,000
94 Various MA Various 5.671% Actual/360 5,800,000
94.1 Xxxxxxxx XX 00000 4,168,988
94.2 Xxxxxxxx XX 00000 1,631,012
96 Xxxxx Xxxxx XX 00000 5.722% Actual/360 5,700,000
00 Xxxxxxxx XX 00000 5.600% Actual/360 5,640,000
00 Xxxx XX 00000 5.634% Actual/360 5,550,000
000 Xxxxxxxxx XX 00000 5.728% Actual/360 5,250,000
000 Xxxxxxxx XX 00000 5.854% Actual/360 5,230,000
000 Xxxxxxx XX 00000 5.680% Actual/360 5,060,000
000 Xxxxxxx Xxxxxxx XX 00000 5.626% Actual/360 4,950,000
108 Xxxxxxxxx XX 00000 5.880% Actual/360 4,738,500
109 Xxxxxx XX 00000 6.156% Actual/360 4,690,000
000 Xxxxxxxxxxx XX 00000 5.626% Actual/360 4,600,000
116 Xxxxxx XX 00000 5.880% Actual/360 4,436,767
000 Xxxxxxx Xxxxxxx XX 00000 5.596% Actual/360 4,400,000
000 Xxxxxxxxxxxx XX 00000 5.880% Actual/360 4,322,500
000 Xxxxxxx XX 00000 5.573% Actual/360 4,261,000
000 Xxxxxxx XX 00000 5.660% Actual/360 4,160,000
000 Xxxxxxx XX 00000 5.700% Actual/360 4,000,000
000 Xxxxxxx Xxxxxxx XX 00000 5.609% Actual/360 3,950,000
000 Xxxxxxxx Xxxx XX 00000 5.896% Actual/360 3,920,000
129 Xxxxxx XX 00000 5.880% Actual/360 3,797,364
000 Xxxxxxxx XX 00000 5.820% Actual/360 3,560,000
000 Xxxxxx XX 00000 5.550% Actual/360 3,550,000
000 Xxxxxx XX 00000 5.659% Actual/360 3,420,152
000 Xxxxxxxxxx XX 00000 5.646% Actual/360 3,280,000
000 Xxxxxxxxxxx XX 00000 6.062% Actual/360 3,200,000
000 Xxxxxx XX 00000 5.649% Actual/360 3,100,000
000 Xxxxxx Xxxxx XX 00000 5.980% Actual/360 2,726,000
000 Xxxxxx XX 00000 5.880% Actual/360 2,694,691
000 Xxxxxxxx XX 00000 6.000% Actual/360 2,500,000
000 Xxxxx Xxxxxxxxx XX 00000 6.000% Actual/360 2,500,000
000 Xxxxxxx XX 00000 5.642% Actual/360 2,350,000
000 Xxxxxxxxxxx XX 00000 5.580% Actual/360 2,100,000
000 Xxxxxxx XX 00000 5.729% Actual/360 1,513,755
000 Xxxxxxxxxx XX 00000 5.612% Actual/360 1,475,000
000 Xxxxxxxxxxx XX 00000 5.708% Actual/360 1,400,000
000 Xxxxxxxx XX 00000 5.880% Actual/360 1,392,279
000 Xxx Xxxxx XX 00000 5.860% Actual/360 1,288,000
000 Xxxxxx Xxxxx XX 00000 5.757% Actual/360 1,150,000
Sequence Cut-off Date Balance Remaining Term To Stated Maturity (months) Stated Maturity Date Due Date
-------- -------------------- ------------------------------------------ -------------------- --------
2 187,500,000 57 3/1/2012 First
3 162,500,000 76 10/1/2013 First
4 153,000,000 67 1/1/2013 First
5 150,080,095 118 4/1/2017 First
6 130,400,000 117 3/1/2017 First
7 120,000,000 104 2/1/2016 First
8 91,000,000 116 2/1/2017 First
9 87,000,000 58 4/1/2012 First
10 76,200,000 55 1/1/2012 First
11 70,373,016 117 3/1/2017 First
13 50,712,288 117 3/1/2017 First
15 48,381,600 117 3/1/2017 First
17 44,305,560 118 4/1/2017 First
18 40,425,230 117 3/1/2017 First
19 30,458,783 117 3/1/2017 First
20 29,940,841 118 4/1/2017 First
21 28,116,029 117 3/1/2017 First
22 25,818,322 117 3/1/2017 First
26 25,200,000 115 1/1/2017 First
27 24,650,000 117 3/1/2017 First
27.1 3,525,132
27.2 3,509,524
27.3 2,646,473
27.4 2,325,103
27.5 2,309,494
27.6 2,197,889
27.7 2,157,051
27.8 2,004,883
27.9 1,743,366
27.10 1,524,899
27.11 706,187
28 23,560,000 56 2/1/2012 First
29 21,000,000 117 3/1/2017 First
31 20,708,572 117 3/1/2017 First
32 19,981,758 119 5/1/2017 First
34 18,640,000 59 5/1/2012 First
35 17,500,000 59 5/1/2012 First
35.1 11,526,964
35.2 4,074,839
35.3 1,898,196
36 17,417,561 117 3/1/2017 First
37 16,287,578 118 4/1/2017 First
38 16,000,000 56 2/1/2012 First
39 15,440,000 56 2/1/2012 First
40 15,296,764 117 3/1/2017 First
42 13,300,000 55 1/1/2012 First
43 13,224,021 114 12/1/2016 First
44 12,903,920 117 3/1/2017 First
46 12,840,000 119 5/1/2017 First
47 11,872,892 105 3/1/2016 First
53 10,500,000 120 6/1/2017 First
57 10,340,493 119 5/1/2017 First
58 10,300,000 114 12/1/2016 First
58.1 3,604,246
58.2 3,287,555
58.3 2,443,045
58.4 965,154
59 10,050,000 120 6/1/2017 First
60 10,000,000 120 6/1/2017 First
61 9,887,151 117 3/1/2017 First
62 9,543,421 114 12/1/2016 First
64 9,200,000 118 4/1/2017 First
64.1 2,934,500
64.2 2,538,000
64.3 1,903,500
64.4 1,824,000
65 8,983,011 118 4/1/2017 First
68 8,636,000 117 3/1/2017 First
69 8,492,118 119 5/1/2017 First
70 8,200,000 119 5/1/2017 First
71 8,164,471 116 2/1/2017 First
72 8,075,000 118 4/1/2017 First
73 7,900,000 119 5/1/2017 First
76 7,500,000 118 4/1/2017 First
77 7,400,000 119 5/1/2017 First
78 7,385,000 120 6/1/2017 First
79 7,051,772 114 12/1/2016 First
80 6,993,509 119 5/1/2017 First
81 6,900,000 120 6/1/2017 First
82 6,810,408 116 2/1/2017 First
85 6,500,000 118 4/1/2017 First
86 6,300,000 118 4/1/2017 First
88 6,060,000 118 4/1/2017 First
89 6,002,753 118 4/1/2017 First
90 6,000,000 120 6/1/2017 First
92 5,874,575 116 2/1/2017 First
94 5,788,590 118 4/1/2017 First
94.1 4,160,787
94.2 1,627,803
96 5,700,000 120 6/1/2017 First
97 5,640,000 119 5/1/2017 First
98 5,538,993 118 4/1/2017 First
101 5,250,000 119 5/1/2017 First
102 5,230,000 118 4/1/2017 First
103 5,060,000 119 5/1/2017 First
107 4,928,669 116 2/1/2017 First
108 4,710,747 114 12/1/2016 First
109 4,690,000 120 6/1/2017 First
112 4,580,177 116 2/1/2017 First
116 4,410,781 114 12/1/2016 First
117 4,380,932 116 2/1/2017 First
118 4,297,183 114 12/1/2016 First
119 4,257,059 119 5/1/2017 First
120 4,160,000 120 6/1/2017 First
124 4,000,000 119 5/1/2017 First
126 3,932,924 116 2/1/2017 First
127 3,912,661 118 4/1/2017 First
129 3,775,123 114 12/1/2016 First
132 3,560,000 59 5/1/2012 First
134 3,550,000 119 5/1/2017 First
138 3,413,406 118 4/1/2017 First
144 3,273,512 118 4/1/2017 First
146 3,200,000 120 6/1/2017 First
148 3,093,872 118 4/1/2017 First
152 2,726,000 57 3/1/2012 First
154 2,678,908 114 12/1/2016 First
158 2,497,928 119 5/1/2017 First
159 2,497,928 119 5/1/2017 First
163 2,347,864 119 5/1/2017 First
167 2,095,786 118 4/1/2017 First
172 1,513,755 118 4/1/2017 First
174 1,468,627 116 2/1/2017 First
177 1,397,268 118 4/1/2017 First
178 1,384,124 114 12/1/2016 First
179 1,288,000 119 5/1/2017 First
180 1,150,000 116 2/1/2017 First
$2,204,465,327
Sequence Monthly Payment Administrative Fee Rate(2) Primary Servicing Fee Rate
-------- --------------- -------------------------- --------------------------
2 994,958 0.02063% 0.01000%
3 786,454 0.03063% 0.01000%
4 736,714 0.02063% 0.01000%
5 869,589 0.02063% 0.01000%
6 617,316 0.06063% 0.05000%
7 566,693 0.02063% 0.01000%
8 435,021 0.06063% 0.05000%
9 441,873 0.02063% 0.01000%
10 340,387 0.02063% 0.01000%
11 323,901 0.02063% 0.01000%
13 233,410 0.02063% 0.01000%
15 222,683 0.03063% 0.02000%
17 256,714 0.03063% 0.02000%
18 186,063 0.03063% 0.02000%
19 140,191 0.03063% 0.02000%
20 173,360 0.03063% 0.02000%
21 129,408 0.03063% 0.02000%
22 118,832 0.03063% 0.02000%
26 119,936 0.03063% 0.02000%
27 120,734 0.03063% 0.02000%
27.1
27.2
27.3
27.4
27.5
27.6
27.7
27.8
27.9
27.10
27.11
28 120,969 0.03063% 0.02000%
29 97,906 0.03063% 0.02000%
31 95,314 0.03063% 0.02000%
32 115,169 0.03063% 0.02000%
34 88,951 0.03063% 0.02000%
35 82,209 0.03063% 0.02000%
35.1
35.2
35.3
36 80,167 0.03063% 0.02000%
37 93,957 0.03063% 0.02000%
38 82,152 0.03063% 0.02000%
39 79,251 0.03063% 0.02000%
40 70,405 0.03063% 0.02000%
42 80,855 0.03063% 0.02000%
43 79,732 0.03063% 0.02000%
44 59,392 0.03063% 0.02000%
46 62,016 0.03063% 0.02000%
47 82,162 0.03063% 0.02000%
53 60,876 0.03063% 0.02000%
57 59,417 0.03063% 0.02000%
58 48,447 0.03063% 0.02000%
58.1
58.2
58.3
58.4
59 59,507 0.03063% 0.02000%
60 56,804 0.03063% 0.02000%
61 45,507 0.03063% 0.02000%
62 56,816 0.06063% 0.05000%
64 53,082 0.03063% 0.02000%
64.1
64.2
64.3
64.4
65 53,146 0.03063% 0.02000%
68 50,288 0.03063% 0.02000%
69 48,593 0.03063% 0.02000%
70 47,738 0.03063% 0.02000%
71 47,059 0.03063% 0.02000%
72 38,057 0.03063% 0.02000%
73 38,126 0.03063% 0.02000%
76 35,359 0.03063% 0.02000%
77 43,580 0.03063% 0.02000%
78 35,416 0.03063% 0.02000%
79 41,982 0.06063% 0.05000%
80 40,018 0.03063% 0.02000%
81 40,477 0.03063% 0.02000%
82 39,289 0.03063% 0.02000%
85 30,365 0.03063% 0.02000%
86 36,354 0.03063% 0.02000%
88 27,563 0.03063% 0.02000%
89 37,734 0.03063% 0.02000%
90 41,947 0.03063% 0.02000%
92 33,967 0.03063% 0.02000%
94 33,557 0.03063% 0.02000%
94.1
94.2
96 33,162 0.03063% 0.02000%
97 26,686 0.03063% 0.02000%
98 31,980 0.03063% 0.02000%
101 30,564 0.03063% 0.02000%
102 25,868 0.03063% 0.02000%
103 24,283 0.03063% 0.02000%
107 28,498 0.03063% 0.02000%
108 28,045 0.06063% 0.05000%
109 30,667 0.03063% 0.02000%
112 26,483 0.03063% 0.02000%
116 26,259 0.06063% 0.05000%
117 25,248 0.03063% 0.02000%
118 25,583 0.06063% 0.05000%
119 24,389 0.03063% 0.02000%
120 24,039 0.03063% 0.02000%
124 19,264 0.03063% 0.02000%
126 22,699 0.03063% 0.02000%
127 23,241 0.03063% 0.02000%
129 22,475 0.06063% 0.05000%
132 17,506 0.03063% 0.02000%
134 16,647 0.07063% 0.06000%
138 19,762 0.03063% 0.02000%
144 18,925 0.03063% 0.02000%
146 19,313 0.03063% 0.02000%
148 17,892 0.03063% 0.02000%
152 13,773 0.03063% 0.02000%
154 15,949 0.06063% 0.05000%
158 14,989 0.03063% 0.02000%
159 14,989 0.03063% 0.02000%
163 13,553 0.03063% 0.02000%
167 12,029 0.03063% 0.02000%
172 8,814 0.08063% 0.07000%
174 8,479 0.03063% 0.02000%
177 8,133 0.03063% 0.02000%
178 8,240 0.06063% 0.05000%
179 7,607 0.03063% 0.02000%
180 5,594 0.03063% 0.02000%
Sequence Master Servicing Fee Rate Ownership Interest Cross-Collateralized Loans
-------- ------------------------- ------------------ --------------------------
2 0.01000% Fee No
3 0.02000% Fee No
4 0.01000% Fee No
5 0.01000% Fee No
6 0.01000% Leasehold No
7 0.01000% Fee No
8 0.01000% Fee No
9 0.01000% Fee No
10 0.01000% Fee No
11 0.01000% Fee No
13 0.01000% Fee No
15 0.01000% Fee No
17 0.01000% Fee No
18 0.01000% Fee No
19 0.01000% Fee No
20 0.01000% Fee/Leasehold No
21 0.01000% Fee No
22 0.01000% Fee No
26 0.01000% Fee No
27 0.01000% Fee No
27.1 Fee
27.2 Fee
27.3 Fee
27.4 Fee
27.5 Fee
27.6 Fee
27.7 Fee
27.8 Fee
27.9 Fee
27.10 Fee
27.11 Fee
28 0.01000% Fee No
29 0.01000% Fee No
31 0.01000% Fee No
32 0.01000% Fee No
34 0.01000% Fee No
35 0.01000% Fee No
35.1 Fee
35.2 Fee
35.3 Fee
36 0.01000% Fee No
37 0.01000% Fee No
38 0.01000% Fee No
39 0.01000% Fee No
40 0.01000% Fee No
42 0.01000% Fee No
43 0.01000% Fee No
44 0.01000% Fee No
46 0.01000% Fee No
47 0.01000% Fee No
53 0.01000% Fee No
57 0.01000% Fee No
58 0.01000% Fee No
58.1 Fee
58.2 Fee
58.3 Fee
58.4 Fee
59 0.01000% Fee No
60 0.01000% Fee No
61 0.01000% Fee No
62 0.01000% Fee No
64 0.01000% Fee No
64.1 Fee
64.2 Fee
64.3 Fee
64.4 Fee
65 0.01000% Fee No
68 0.01000% Fee No
69 0.01000% Fee No
70 0.01000% Fee No
71 0.01000% Fee No
72 0.01000% Fee No
73 0.01000% Fee No
76 0.01000% Fee No
77 0.01000% Fee No
78 0.01000% Fee No
79 0.01000% Fee No
80 0.01000% Leasehold No
81 0.01000% Fee No
82 0.01000% Fee No
85 0.01000% Fee No
86 0.01000% Fee No
88 0.01000% Fee No
89 0.01000% Fee No
90 0.01000% Fee No
92 0.01000% Fee No
94 0.01000% Fee No
94.1 Fee
94.2 Fee
96 0.01000% Fee No
97 0.01000% Fee No
98 0.01000% Fee No
101 0.01000% Fee No
102 0.01000% Fee No
103 0.01000% Fee No
107 0.01000% Fee No
108 0.01000% Fee No
109 0.01000% Fee No
112 0.01000% Fee No
116 0.01000% Fee No
117 0.01000% Fee No
118 0.01000% Fee No
119 0.01000% Fee No
120 0.01000% Fee No
124 0.01000% Fee No
126 0.01000% Fee No
127 0.01000% Fee No
129 0.01000% Fee No
132 0.01000% Fee No
134 0.01000% Leasehold No
138 0.01000% Fee No
144 0.01000% Fee No
146 0.01000% Fee No
148 0.01000% Fee No
152 0.01000% Fee No
154 0.01000% Fee No
158 0.01000% Fee No
159 0.01000% Fee No
163 0.01000% Fee No
167 0.01000% Fee No
172 0.01000% Fee No
174 0.01000% Fee No
177 0.01000% Fee No
178 0.01000% Fee No
179 0.01000% Fee No
180 0.01000% Leasehold No
Sequence Original Amortization (months) ARD Loan Grace Period Loan Group
-------- ------------------------------ -------- ------------ ----------
2 0 No 5 1
3 0 Xx 0 0
0 0 Xx 0 0
0 000 Xx 8 1
6 0 No 0 1
7 0 No 5 1
8 0 No 0 1
9 0 No 5 1
10 0 No 0 1
11 0 No 0 1
13 0 No 0 1
15 0 Xx 0 0
00 000 Xx 8 1
18 0 No 0 1
19 0 Xx 0 0
00 000 Xx 5 1
21 0 No 0 1
22 0 No 0 1
26 0 No 5 2
27 0 No 5 1
27.1 1
27.2 1
27.3 1
27.4 1
27.5 1
27.6 1
27.7 1
27.8 1
27.9 1
27.10 1
27.11 1
28 0 No 5 2
29 0 No 5 1
31 0 Xx 0 0
00 000 Xx 5 1
34 0 No 5 2
35 0 No 5 1
35.1 1
35.2 1
35.3 1
36 0 Xx 0 0
00 000 Xx 5 1
38 0 No 5 2
39 0 No 5 2
40 0 Xx 0 0
00 000 Xx 5 2
43 360 No 5 1
44 0 No 0 1
46 0 Xx 0 0
00 000 Xx 5 1
53 360 Xx 0 0
00 000 Xx 5 2
58 0 No 1
58.1 1
58.2 1
58.3 1
58.4 1
59 360 No 5 1
60 360 No 5 1
61 0 Xx 0 0
00 000 Xx 5 1
64 360 No 5 1
64.1 1
64.2 5 1
64.3 1
64.4 1
65 360 Xx 0 0
00 000 Xx 5 2
69 360 Xx 0 0
00 000 Xx 5 2
71 360 No 5 2
72 0 No 5 1
73 0 No 5 1
76 0 Xx 0 0
00 000 Xx 5 1
78 0 Xx 0 0
00 000 Xx 5 1
80 360 Xx 0 0
00 000 Xx 5 1
82 360 No 5 2
85 0 Xx 0 0
00 000 Xx 5 1
88 0 Yes 5 1
89 300 No 5 1
90 240 Xx 0 0
00 000 Xx 5 2
94 360 No 5 2
94.1 2
94.2 2
96 360 No 5 1
97 0 Xx 0 0
00 000 Xx 5 2
101 360 Xx 0 0
000 0 Xx 0 0
000 0 No 5 2
107 360 No 5 2
108 360 No 5 1
109 300 No 5 1
112 360 No 5 2
116 360 No 5 1
117 360 No 5 2
118 360 No 5 1
119 360 No 5 1
120 360 No 5 1
124 0 No 5 1
126 360 No 5 2
127 360 No 5 1
129 360 Xx 0 0
000 0 Xx 0 0
000 0 No 5 1
138 360 No 5 2
144 360 No 5 2
146 360 No 5 1
148 360 No 5 2
152 0 No 5 1
154 360 No 5 1
158 360 No 5 1
159 360 No 5 1
163 360 No 5 1
167 360 No 5 1
172 360 No 5 2
174 360 No 5 2
177 360 No 5 2
178 360 No 5 1
179 360 No 5 1
180 0 No 5 1
1) For mortgage loans which accrue interest on the basis of actual days
elapsed each calendar month and a 360-day year, the amortization
term is the term over which the mortgage loans would amortize if
interest accrued and was paid on the basis of a 360-day year
consisting of twelve 30-day months. The actual amortization would be
longer.
2) Administrative Fee Rate includes the Master Servicer Fee Rate
(including, where applicable, the Bridger excess fees); the Trustee
Fee Rate; and the Primary Servicing Fee Rate (which, for some HFF,
LJ Melody-GEMSA and Northmarq Capital serviced loans includes the
subservicing fee).
Sequence Loan Number Loan Seller Property Name
-------- ----------- ----------- ------------------------------------
30 21502 Bridger Century Village Apts-07
33 20951 Bridger North Park Business Park Portfolio 2
45 23195 Bridger Holiday Inn Tinton Falls
50 19986 Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx
00 00000 Xxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxx Portfolio 1
56 23471 Bridger Lake Park Towers
63 23292 Bridger Brookside Xxxxxx Xxxxxxxxxx
00 00000 Xxxxxxx Xxxxxxxxxxx Xx Xxxxx
00 00000 Xxxxxxx Xxxxxxx
84 22097 Bridger Village at Oakhurst
87 20442 Xxxxxxx Xxxxxxx Xxxx Xxxxxx
00 00000 Xxxxxxx Xxxxxxxxxx Professional Xxxxxxxx
00 00000 Xxxxxxx Xxxxxxxx Xxxxx - SC
95 22562 Bridger Best Western Xxxxxxxx Suites-Pooler
99 23357 Bridger Xxxxxxxx Xxxxxxx
000 00000 Xxxxxxx Xxxxxxxx Forest
105 21094 Bridger Royal Montreal Plaza
106 22242 Bridger Seven Oaks Shopping Center
110 22168 Bridger English Xxxxxxx Xxxxxxxxxx
000 00000 Xxxxxxx Xxxxxx Apartments
113 21606 Bridger Holiday Inn Express - Idaho Falls
115 22718 Xxxxxxx Xxxxxx Creek Apartments
121 19409 Bridger Sleep Inn - Jackson
122 21067 Bridger Xxxxxx Xxxxx Xxxxxx Xxxxxxxx
000 00000 Xxxxxxx Xxxxxxxxxx Xxx 0
000 00000 Xxxxxxx Xxxxxxx Xxx - Xxxxxxxxxx
128 22484 Bridger Xxxx Xxxxxx Xxxxxxxx
000 00000 Xxxxxxx Xxxxxxxxxxx Center
131 21375 Bridger Rancho Self Storage
133 21605 Bridger Country Inn & Suites Bountiful
135 22722 Xxxxxxx Xxxx Xxxxxx Xxxxxxxxxx
000 00000 Xxxxxxx Xxxxxxxxx - Xxx Xxxxx
139 23139 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx
000 00000 Xxxxxxx 0000 Xxxxxxxxx Xxxx
142 22568 Bridger Best Western Hotel - Vancouver
143 21443 Bridger Everwood Professional Plaza
145 20447 Bridger Comfort Suites Shenandoah
147 22214 Bridger Briarwyck Apartments
150 22968 Bridger Live Oak Retail
151 22141 Bridger Holiday Inn Express Champion
153 22210 Bridger Bank Lane Apartments-Retail
155 00000 Xxxxxxx Xxxxxx Xxxx Medical Office
156 22420 Xxxxxxx Xxxxxx Hilltop Business Park
157 22724 Bridger Mill Creek Apartments
160 21949 Xxxxxxx Xxxxxx Xxxx Business Center
161 22552 Bridger 000 Xxxxx 111
162 12731 Bridger Ramada Inn - Savannah
164 22675 Bridger Hearthstone Tumwater
165 22364 Bridger Briarcrest Shopping Center
166 16464 Xxxxxxx Xxxxxxx Xxxxxxx XXX-XX
000 00000 Xxxxxxx Office Depot
169 19727 Bridger Staples Office Xxxxxxxx
000 00000 Xxxxxxx Xxxxxxx at Tappahannock
171 22599 Bridger Stars & Stripes Storage
173 19759 Bridger Pacific Xxxxxxxxx Xxxxxxx
000 00000 Xxxxxxx Xxxx Xxxxxxx Apartments
176 21919 Xxxxxxx Xxxxx Street Warehouse
Totals
Sequence Street Address City State Zip Code
-------- -------------------------------------------------------- ---------------- ----- --------
30 0000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000
33 0000 Xxxxx 000xx Xxxxxx and 0000 Xxxxx 000xx Xxxxxx Xxxxx XX 00000
45 000 Xxxx Xxxx Xxxxxx Xxxxx XX 00000
50 120 & 000 Xxxx Xxxxxxx Xxxx Xxxxxx XX 00000
52 00000 Xxxxx Xxxxxx and 0000 Xxxxx 000xx Xxxxxx Xxxxx XX 00000
56 00000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxx XX 00000
63 0000 Xxxxxxxx Xxxxx Xxxx XX 00000
67 0000 Xxxxx Xxxxx Xxxxxx Xx Xxxxx XX 00000
75 0000 X. 00xx Xxxxxx Xxxxxxxxxxxx XX 00000
84 0000 Xxxxxx Xxxx Xxxxxxxxx XX 00000
87 00000 Xxxxxxx Xxxx Xxxx XX 00000
91 0000 000xx Xxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000
93 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000
95 000 Xxxxxx Xxxxxx Xxxxxx XX 00000
99 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000
100 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx XX 00000
105 0000 Xxxxx Xxxxx Xxxx Xxxx XX 00000
106 00000 Xxxxx Xxxx 00 Xxxxxx Xxxxxx XX 00000
110 00 Xxxx Xxxx Xxxxxxxxxx XX 00000
111 000 Xxxxxx Xxxxxx, 000 Xxx Xxxxxxxx Avenue & 00 Xxxxxx X Xxxxxx XX 00000
113 0000 Xxxxxxxx Xxx Xxxxx Xxxxx XX 00000
115 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
121 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
122 000 Xxxxxxxx Xx XX Xxxxxxx XX 00000
123 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000
125 0000 Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000
128 000-000 Xxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
130 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
131 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
133 000 Xxxxx 000 Xxxx Xxxx Xxxxxxxxx XX 00000
135 000 Xxxx Xxxx Xxx Xxxxx XX 00000
136 000 Xxxxxxxxxxx Xxxx Xxx Xxxxx XX 00000
139 000 Xxxxx Xxxxxx Xxxxx XX 00000
140 0000 Xxxxxxxxx Xxxx Xxxxxxxx XX 00000
142 0000 XX Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxx XX 00000
143 0000 00xx Xxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000
145 00000 Xxxxxxxxxx 00 Xxxxx Xxxxxxxxxx XX 00000
147 00000 Xxxxxx Xxxxxx Xxxxxx XX 00000
150 00000 Xxxxx X Xxxxx Xxxxxxxxx Xxxxx XX 00000
151 0000 XX 0000 Xxxx Xxxx Xxxxxxx XX 00000
153 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx XX 00000
155 00000 Xxxxxx Xxxx Units 000-000 Xxxx Xxxxxxxxxx XX 00000
156 000 Xxxxxxxxxxx Xxxx Xxxxxx Xxxx XX 00000
157 0000 Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000
160 0000-0000 Xxxx Xxxxxx Xxx Xxxxx XX 00000
161 000 Xxxxx 000 Xxxxxxxxx XX 00000
162 00000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
164 285 & 000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
165 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
166 0000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxx XX 00000
168 0000 Xxxx Xxxxxxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx XX 00000
169 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
170 0000-0000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000
171 000 Xxxxx Xxxx Xxxxx Xxxxx XX 00000
173 000 000xx Xxxxxx Xxxxx Xxxxxxxx XX 00000
175 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
176 000-000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000
Sequence Mortgage Rate Amortization Basis (1) Original Balance Cut-off Date Balance
-------- ------------- ---------------------- ---------------- --------------------
30 5.802% Actual/360 21,000,000 21,000,000
33 5.895% Actual/360 19,950,000 19,950,000
45 5.630% Actual/360 12,900,000 12,862,523
50 5.888% Actual/360 11,000,000 11,000,000
52 5.915% Actual/360 10,500,000 10,500,000
56 5.685% Actual/360 10,400,000 10,400,000
63 5.574% Actual/360 9,385,000 9,385,000
67 5.549% Actual/360 8,800,000 8,800,000
75 5.887% Actual/360 7,784,741 7,784,741
84 5.919% Actual/360 6,640,000 6,640,000
87 5.694% Actual/360 6,225,000 6,225,000
91 5.751% Actual/360 5,900,000 5,900,000
93 6.108% Actual/360 5,800,000 5,789,643
95 5.937% Actual/360 5,800,000 5,784,011
99 5.751% Actual/360 5,440,000 5,440,000
100 5.985% Actual/360 5,355,000 5,355,000
105 5.736% Actual/360 5,000,000 5,000,000
106 5.904% Actual/360 4,968,000 4,968,000
110 5.566% Actual/360 4,652,000 4,652,000
111 5.757% Actual/360 4,600,000 4,600,000
113 5.826% Actual/360 4,600,000 4,572,511
115 5.560% Actual/360 4,480,000 4,475,843
121 5.991% Actual/360 4,200,000 4,154,737
122 5.922% Actual/360 4,125,000 4,099,196
123 5.683% Actual/360 4,080,000 4,080,000
125 6.069% Actual/360 4,000,000 3,976,964
128 5.683% Actual/360 3,800,000 3,800,000
130 5.914% Actual/360 3,680,000 3,669,986
131 5.820% Actual/360 3,600,000 3,600,000
133 5.788% Actual/360 3,575,000 3,553,513
135 5.560% Actual/360 3,500,000 3,496,753
136 5.569% Actual/360 3,500,000 3,489,690
139 5.722% Actual/360 3,400,000 3,393,385
140 6.183% Actual/360 3,370,000 3,367,340
142 6.014% Actual/360 3,300,000 3,295,800
143 6.082% Actual/360 3,283,200 3,283,200
145 6.035% Actual/360 3,225,000 3,206,331
147 5.814% Actual/360 3,200,000 3,191,088
150 5.847% Actual/360 2,800,000 2,800,000
151 6.306% Actual/360 2,800,000 2,784,450
153 5.726% Actual/360 2,700,000 2,692,326
155 5.900% Actual/360 2,680,000 2,674,987
156 5.855% Actual/360 2,650,000 2,650,000
157 5.560% Actual/360 2,540,000 2,536,472
160 5.545% Actual/360 2,500,000 2,494,946
161 5.860% Actual/360 2,480,000 2,480,000
162 6.508% Actual/360 2,400,000 2,391,216
164 5.742% Actual/360 2,340,000 2,340,000
165 6.031% Actual/360 2,280,000 2,273,964
166 5.700% Actual/360 2,200,000 2,193,710
168 5.742% Actual/360 2,100,000 2,094,053
169 5.872% Actual/360 2,000,000 2,000,000
170 5.848% Actual/360 1,900,000 1,900,000
171 6.170% Actual/360 1,700,000 1,695,646
173 6.728% Actual/360 1,475,000 1,475,000
175 6.274% Actual/360 1,475,000 1,468,217
176 6.064% Actual/360 1,430,500 1,426,742
$281,113,983
Sequence Remaining Term To Stated Maturity (months) Stated Maturity Date Due Date Monthly Payment
-------- ------------------------------------------ -------------------- -------- ---------------
30 120 6/1/2017 First 102,945
33 116 2/1/2017 First 118,267
45 118 4/1/2017 First 80,222
50 116 2/1/2017 First 65,161
52 116 2/1/2017 First 62,380
56 118 4/5/2017 Fifth 60,263
63 119 5/1/2017 First 53,724
67 118 4/1/2017 First 50,236
75 120 6/1/2017 First 46,109
84 118 4/1/2017 First 39,465
87 118 4/1/2017 First 36,106
91 117 3/1/2017 First 34,435
93 58 4/1/2012 First 35,178
95 118 4/1/2017 First 37,146
99 118 4/1/2017 First 31,750
100 117 3/1/2017 First 32,054
105 115 1/1/2017 First 29,134
106 116 2/1/2017 First 29,480
110 117 3/1/2017 First 26,607
111 118 4/1/2017 First 26,865
113 116 2/1/2017 First 29,151
115 119 5/1/2017 First 25,606
121 115 1/1/2017 First 30,068
122 117 3/1/2017 First 29,367
123 120 6/1/2017 First 23,636
125 116 2/1/2017 First 25,941
128 120 6/1/2017 First 22,014
130 117 3/1/2017 First 21,860
131 117 3/1/2017 First 21,169
133 116 2/1/2017 First 22,573
135 119 5/1/2017 First 20,005
136 117 3/1/2017 First 20,024
139 118 4/1/2017 First 19,781
140 119 5/1/2017 First 20,603
142 119 5/1/2017 First 21,290
143 118 4/1/2017 First 19,858
145 116 2/1/2017 First 20,848
147 117 3/1/2017 First 18,805
150 119 5/1/2017 First 16,513
151 116 2/1/2017 First 18,568
153 117 3/1/2017 First 15,715
155 118 4/1/2017 First 15,896
156 118 4/1/2017 First 15,642
157 119 5/1/2017 First 15,689
160 118 4/1/2017 First 14,265
161 119 5/1/2017 First 14,646
162 117 3/1/2017 First 16,217
164 118 4/1/2017 First 13,644
165 57 3/1/2012 First 13,715
166 117 3/1/2017 First 12,769
168 117 3/1/2017 First 12,244
169 119 5/1/2017 First 11,827
170 117 3/1/2017 First 11,206
171 117 3/1/2017 First 10,379
173 115 1/1/2017 First 9,545
175 115 1/1/2017 First 9,105
176 117 3/1/2017 First 8,636
Sequence Administrative Fee Rate(2) Primary Servicing Fee Rate Master Servicing Fee Rate
-------- -------------------------- -------------------------- -------------------------
30 0.10063% 0.02000% 0.08000%
33 0.10063% 0.02000% 0.08000%
45 0.10063% 0.02000% 0.08000%
50 0.16063% 0.06000% 0.10000%
52 0.10063% 0.02000% 0.08000%
56 0.13063% 0.03000% 0.10000%
63 0.10063% 0.02000% 0.08000%
67 0.10063% 0.02000% 0.08000%
75 0.10063% 0.02000% 0.08000%
84 0.13063% 0.03000% 0.10000%
87 0.15063% 0.05000% 0.10000%
91 0.10063% 0.02000% 0.08000%
93 0.13063% 0.03000% 0.10000%
95 0.13063% 0.03000% 0.10000%
99 0.15063% 0.05000% 0.10000%
100 0.10063% 0.02000% 0.08000%
105 0.10063% 0.02000% 0.08000%
106 0.10063% 0.02000% 0.08000%
110 0.10063% 0.02000% 0.08000%
111 0.10063% 0.02000% 0.08000%
113 0.10063% 0.02000% 0.08000%
115 0.10063% 0.02000% 0.08000%
121 0.16063% 0.06000% 0.10000%
122 0.10063% 0.02000% 0.08000%
123 0.10063% 0.02000% 0.08000%
125 0.10063% 0.02000% 0.08000%
128 0.10063% 0.02000% 0.08000%
130 0.10063% 0.02000% 0.08000%
131 0.10063% 0.02000% 0.08000%
133 0.10063% 0.02000% 0.08000%
135 0.10063% 0.02000% 0.08000%
136 0.10063% 0.02000% 0.08000%
139 0.10063% 0.02000% 0.08000%
140 0.10063% 0.02000% 0.08000%
142 0.10063% 0.02000% 0.08000%
143 0.10063% 0.02000% 0.08000%
145 0.10063% 0.02000% 0.08000%
147 0.18063% 0.08000% 0.10000%
150 0.10063% 0.02000% 0.08000%
151 0.10063% 0.02000% 0.08000%
153 0.10063% 0.02000% 0.08000%
155 0.10063% 0.02000% 0.08000%
156 0.10063% 0.02000% 0.08000%
157 0.10063% 0.02000% 0.08000%
160 0.10063% 0.02000% 0.08000%
161 0.10063% 0.02000% 0.08000%
162 0.18063% 0.08000% 0.10000%
164 0.10063% 0.02000% 0.08000%
165 0.10063% 0.02000% 0.08000%
166 0.10063% 0.02000% 0.08000%
168 0.10063% 0.02000% 0.08000%
169 0.10063% 0.02000% 0.08000%
170 0.10063% 0.02000% 0.08000%
171 0.10063% 0.02000% 0.08000%
173 0.10063% 0.02000% 0.08000%
175 0.10063% 0.02000% 0.08000%
176 0.10063% 0.02000% 0.08000%
Sequence Ownership Interest Cross-Collateralized Loans Original Amortization (months) ARD Loan
-------- ------------------ -------------------------- ------------------------------ --------
30 Fee Xx 0 Xx
00 Xxx Xx 000 Xx
45 Fee Xx 000 Xx
00 Xxx Xx 000 Xx
52 Fee No 360 No
56 Fee Xx 000 Xx
00 Xxx Xx 000 Xx
67 Leasehold Xx 000 Xx
00 Xxx Xx 000 Xx
84 Fee Xx 000 Xx
00 Xxx Xx 000 Xx
91 Fee No 360 No
93 Fee Xx 000 Xx
00 Xxx Xx 000 Xx
99 Fee No 360 No
100 Fee No 360 No
105 Fee No 360 No
106 Fee No 360 No
110 Fee No 360 No
111 Fee No 360 No
113 Fee No 300 No
115 Fee No 360 No
121 Leasehold No 240 No
122 Leasehold Xx 000 Xx
000 Xxx Xx 000 Xx
125 Fee No 300 No
128 Fee No 360 No
130 Fee No 360 No
131 Leasehold Xx 000 Xx
000 Xxx Xx 000 Xx
135 Fee No 360 No
136 Fee No 360 No
139 Fee No 360 No
140 Fee No 360 No
142 Fee No 300 No
143 Fee No 360 No
145 Fee No 300 No
147 Fee No 360 No
150 Fee No 360 No
151 Fee No 300 No
153 Fee No 360 No
155 Fee No 360 No
156 Fee No 360 No
157 Fee No 300 No
160 Fee No 360 No
161 Fee No 360 No
162 Fee No 300 No
164 Fee No 360 No
165 Fee No 360 No
166 Fee No 360 No
168 Fee No 360 No
169 Fee No 360 No
170 Fee No 360 No
171 Fee No 360 No
173 Fee No 360 No
175 Fee No 360 No
176 Fee No 360 No
Sequence Grace Period Loan Group
-------- ------------ ----------
30 5 2
33 5 1
45 5 1
50 5 2
52 5 1
56 7 2
63 5 2
67 5 1
75 5 1
84 5 1
87 5 1
91 5 1
93 5 1
95 5 1
99 5 2
100 5 2
105 5 1
106 5 1
110 5 2
111 5 2
113 5 1
115 5 2
121 5 1
122 5 1
123 5 1
125 5 1
128 5 1
130 5 1
131 5 1
133 5 1
135 5 2
136 5 1
139 5 1
140 5 1
142 5 1
143 5 1
145 5 1
147 5 2
150 5 1
151 5 1
153 5 1
155 5 1
156 5 1
157 5 2
160 5 1
161 5 1
162 5 1
164 5 2
165 5 1
166 5 2
168 5 1
169 5 1
170 5 1
171 5 1
173 5 1
175 5 2
176 5 1
1) For mortgage loans which accrue interest on the basis of actual days
elapsed each calendar month and a 360-day year, the amortization
term is the term over which the mortgage loans would amortize if
interest accrued and was paid on the basis of a 360-day year
consisting of twelve 30-day months. The actual amortization would be
longer.
2) Administrative Fee Rate includes the Master Servicer Fee Rate
(including, where applicable, the Bridger excess fees); the Trustee
Fee Rate; and the Primary Servicing Fee Rate (which, for some HFF,
LJ Melody-GEMSA and Northmarq Capital serviced loans includes the
subservicing fee).
SCHEDULE II
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Representations and Warranties with respect to the Mortgage Loans
For purposes of this Schedule II, the phrase "the Seller's
knowledge" and other words and phrases of like import shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the Seller
regarding the matters referred to, in each case without having conducted any
independent inquiry into such matters and without any obligation to have done so
(except as expressly set forth herein).
Unless otherwise specified in the exceptions to the representations
and warranties attached hereto, the Seller hereby represents and warrants that,
as of the date specified below or, if no such date is specified, as of the
Closing Date and subject to Section 19 of this Agreement:
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true, complete (in
accordance with the requirements of this Agreement and the Pooling and Servicing
Agreement) and correct in all material respects as of the date of this Agreement
and as of the Cut-off Date.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interest, participation interests and/or other interests and encumbrances. The
Seller has validly and effectively conveyed to the Purchaser all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance; provided that recording
and/or filing of various transfer documents are to be completed after the
Closing Date as contemplated hereby and by the Pooling and Servicing Agreement;
provided, if the related assignment of Mortgage and/or assignment of Assignment
of Leases has been recorded in the name of Mortgage Electronic Registration
Systems, Inc. ("MERS") or its designee, no assignment of Mortgage and/or
assignment of Assignment of Leases in favor of the Trustee will be required to
be prepared or delivered and instead, the Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent has not been obtained. Each
Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the
Purchaser or its designee and each such endorsement is, or shall be as of the
Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Due Date since
origination, without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Based on the related lender's title
insurance policy (or, if not yet issued, a pro forma title policy or a
"marked-up" commitment), the Mortgage related to and delivered in connection
with each Mortgage Loan constitutes a valid and, subject to the exceptions set
forth in Paragraph 13 below, enforceable first priority lien upon the related
Mortgaged Property, prior to all other liens and encumbrances, except for: (a)
the lien for current real estate taxes, ground rents, water charges, sewer rents
and assessments not yet due and payable; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy or a "marked-up"
commitment), none of which materially interferes with the security intended to
be provided by such Mortgage, the current principal use and operation of the
related Mortgaged Property or the current ability of the related Mortgaged
Property to generate income sufficient to service such Mortgage Loan; (c)
exceptions and exclusions specifically referred to in such lender's title
insurance policy (or, if not yet issued, referred to in a pro forma title policy
or "marked-up" commitment), none of which materially interferes with the
security intended to be provided by such Mortgage, the current principal use and
operation of the related Mortgaged Property or the current ability of the
related Mortgaged Property to generate income sufficient to service such
Mortgage Loan; (d) other matters to which like properties are commonly subject,
none of which materially interferes with the security intended to be provided by
such Mortgage, the current principal use and operation of the related Mortgaged
Property or the current ability of the related Mortgaged Property to generate
income sufficient to service the related Mortgage Loan; (e) the rights of
tenants (as tenants only) under leases (including subleases) pertaining to the
related Mortgaged Property which the Seller did not require to be subordinated
to the lien of such Mortgage and which do not materially interfere with the
security intended to be provided by such Mortgage; and (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Cross-Collateralized Group (the
foregoing items (a) through (f) being herein referred to as the "Permitted
Encumbrances"). The related assignment of such Mortgage executed and delivered
in favor of the Trustee is in recordable form (but for insertion of the name of
the assignee and any related recording information which is not yet available to
the Seller) and constitutes a legal, valid and binding assignment of such
Mortgage from the relevant assignor to the Trustee; provided, if the related
assignment of Mortgage has been recorded in the name of MERS or its designee, no
assignment of Mortgage in favor of the Trustee will be required to be prepared
or delivered and instead, the Seller shall take all actions as are necessary to
cause the Trust to be shown as the owner of the Mortgage Loan on the records of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS.
5. Assignment of Leases and Rents. The Assignment of Leases, if any,
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
Paragraph 13 below, enforceable assignment of or first priority lien on and
security interest in, subject to applicable law, the property, rights and
interests of the related Borrower described therein; and each assignor
thereunder has the full right to assign the same. The related assignment of any
Assignment of Leases not included in a Mortgage, executed and delivered in favor
of the Trustee is in recordable form (but for insertion of the name of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid and binding assignment of such
Assignment of Leases from the relevant assignor to the Trustee; provided, if the
related assignment of Assignment of Leases has been recorded in the name of MERS
or its designee, no assignment of Assignment of Leases in favor of the Trustee
will be required to be prepared or delivered and instead, the Seller shall take
all actions as are necessary to cause the Trust to be shown as the owner of the
Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File: (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded; (b) the related Mortgaged
Property has not been released from the lien of such Mortgage; and (c) the
related Borrower has not been released from its obligations under such Mortgage,
in whole or in material part, in each such event in a manner which would
materially interfere with the benefits of the security intended to be provided
by such Mortgage.
7. Casualty; Condemnation; Encroachments. In the case of each
Mortgage Loan, except as set forth in an engineering report prepared in
connection with the origination of such Mortgage Loan and included in the
Servicing File, the related Mortgaged Property is: (a) free and clear of any
damage caused by fire or other casualty which would materially and adversely
affect its value as security for such Mortgage Loan (except in any such case
where an escrow of funds or insurance coverage exists reasonably estimated to be
sufficient to effect the necessary repairs and maintenance), and (b) not the
subject of any proceeding pending for the condemnation of all or any material
portion of the Mortgaged Property securing any Mortgage Loan. To the Seller's
knowledge (based solely on surveys (if any) and/or the lender's title policy
(or, if not yet issued, a pro forma title policy or "marked up" commitment)
obtained in connection with the origination of each Mortgage Loan), as of the
date of the origination of each Mortgage Loan: (a) all of the material
improvements on the related Mortgaged Property lay wholly within the boundaries
and, to the extent in effect at the time of construction, building restriction
lines of such property, except for encroachments that are insured against by the
lender's title insurance policy referred to in Paragraph 8 below or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and (b) no improvements on adjoining properties materially encroached
upon such Mortgaged Property so as to materially and adversely affect the value
or marketability of such Mortgaged Property, except those encroachments that are
insured against by the lender's title insurance policy referred to in Paragraph
8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy is yet
to be issued, by a pro forma policy or a "marked up" commitment) in the original
principal amount of such Mortgage Loan after all advances of principal, insuring
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to the exceptions stated therein. Such Title Policy (or,
if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and, to the Seller's
knowledge, no material claims have been made thereunder and no claims have been
paid thereunder. To the Seller's knowledge, no holder of the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee (except in the case of a Mortgage Loan
maintained on the records of MERS, including endorsement and delivery of the
related Mortgage Note to the Purchaser and recording of the related Assignment
of Mortgage in favor of Purchaser in the applicable real estate records), such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Trustee without the consent of or
notice to the insurer. Such Title Policy contains no exclusion for, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) access to a
public road, and (b) that the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary including,
without limitation, foreclosure or similar proceedings (as applicable for the
jurisdiction where the related Mortgaged Property is located) and, subject to
the exceptions set forth in Paragraph 13 below, enforceable provisions such as
to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are payable to such trustee by the Seller, the Depositor or
any transferee thereof except in connection with a trustee's sale after default
by the related Borrower or in connection with any full or partial release of the
related Mortgaged Property or related security for such Mortgage Loan.
12. Environmental Conditions. With respect to each Mortgaged
Property securing a Mortgage Loan: (a) an environmental site assessment, an
environmental site assessment update or a transaction screen was performed in
connection with the origination of such Mortgage Loan; (b) a report of each such
assessment, update or screen, if any (an "Environmental Report"), is included in
the Servicing File; and (c) either: (i) no such Environmental Report, if any,
provides that as of the date of the report there is a material violation of
applicable environmental laws with respect to any known circumstances or
conditions relating to the related Mortgaged Property; or (ii) if any such
Environmental Report does reveal any such circumstances or conditions with
respect to the related Mortgaged Property and the same have not been
subsequently remediated in all material respects, then one or more of the
following are true: (A) the related Borrower was required to provide additional
security and/or to obtain an operations and maintenance plan, (B) the related
Borrower provided a "no further action" letter or other evidence acceptable to
the Seller, in its sole discretion, that applicable federal, state or local
governmental authorities had no current intention of taking any action, and are
not requiring any action, in respect of such condition or circumstance, (C) such
conditions or circumstances were investigated further and based upon such
additional investigation, an independent environmental consultant recommended no
further investigation or remediation, (D) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is the lesser of (a) 10% of
the outstanding principal balance of the related Mortgage Loan and (b) two
million dollars, (E) there exists an escrow of funds reasonably estimated to be
sufficient for purposes of effecting such remediation, (F) the related Borrower
or another responsible party is currently taking such actions, if any, with
respect to such circumstances or conditions that were recommended in the
environmental site assessment, (G) the related Mortgaged Property is insured
under a policy of insurance, subject to certain per occurrence and aggregate
limits and a deductible, against certain losses arising from such circumstances
and conditions; (H) a responsible party provided a guaranty or indemnity to the
related Borrower to cover the costs of any required investigation, testing,
monitoring or remediation; or (I) a party or parties unrelated to the related
Borrower has been identified as the responsible party for such circumstances or
conditions and the Borrower is not a responsible party for such circumstances or
conditions. To the Seller's knowledge, there are no significant or material
circumstances or conditions with respect to such Mortgaged Property not revealed
in any such Environmental Report, where obtained, or in any Borrower
questionnaire delivered to Seller at the issue of any related environmental
insurance policy, if applicable, that render such Mortgaged Property in material
violation of any applicable environmental laws. The Mortgage or another loan
document for each Mortgage Loan encumbering the Mortgaged Property requires the
related Borrower to comply with all applicable federal, state and local
environmental laws and regulations.
13. Loan Document Status. Each Mortgage Note, Mortgage, and other
agreement executed by or on behalf of the related Borrower or any guarantor of
non-recourse exceptions and/or environmental liability with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
(b) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that certain
provisions in such loan documents may be further limited or rendered
unenforceable by applicable law, but (subject to the limitations set forth in
the foregoing clauses (a) and (b)) such limitations or unenforceability will not
render such loan documents invalid as a whole or substantially interfere with
the mortgagee's realization of the principal benefits and/or security provided
thereby. To the Seller's knowledge, there is no valid defense, counterclaim or
right of offset, rescission, abatement or diminution available to the related
Borrower with respect to such Mortgage Note, Mortgage or other agreements that
would deny the mortgagee the principal benefits intended to be provided thereby.
14. Insurance. Except in certain cases, where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating and obligated
to maintain the insurance described in this paragraph, are allowed to
self-insure the related Mortgaged Properties, all improvements upon each
Mortgaged Property securing a Mortgage Loan are insured under a fire and
extended perils insurance (or the equivalent) policy in an amount at least equal
to the lesser of the outstanding principal balance of such Mortgage Loan and
100% of the replacement cost of the improvements located on the related
Mortgaged Property, and if applicable, the related hazard insurance policy
contains appropriate endorsements to avoid the application of co-insurance and
does not permit reduction in insurance proceeds for depreciation. Each Mortgaged
Property securing a Mortgage Loan is the subject of a business interruption or
rent loss insurance policy providing coverage greater than or equal to gross
rentals for at least (A) 12 months or (B) for the restoration period plus 180
days. If any portion of the improvements on a Mortgaged Property securing any
Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an
area identified in the Federal Register by the Federal Emergency Management
Agency ("FEMA") as a special flood hazard area (Zone A or Zone V) (an "SFH
Area"), and flood insurance was available and was required to be maintained by
FEMA, a flood insurance policy meeting the requirements of the then current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of (1) the minimum amount required, under the terms of coverage, to
compensate for any damage or loss on a replacement basis, (2) the outstanding
principal balance of such Mortgage Loan, and (3) the maximum amount of insurance
available under the applicable National Flood Insurance Administration Program.
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without thirty (30) days' prior written notice
to the mortgagee; and no such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. For each Mortgaged Property
located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic report which
indicated a PML of less than 20% was prepared, based on a 450 or 475-year look
back with a 10% probability of exceedance in a 50-year period, at origination
for such Mortgaged Property or (ii) the improvements for the Mortgaged Property
are insured against earthquake damage. If the Mortgaged Property is located in
Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi,
Alabama, Georgia, North Carolina or South Carolina such Mortgaged Property is
insured by windstorm insurance in an amount at least equal to the lesser of (i)
the outstanding principal balance of such Mortgage Loan and (ii) 100% of the
full insurable value, or 100% of the replacement cost, of the improvements
located on the related Mortgaged Property. With respect to each Mortgage Loan
that has a principal balance as of the origination date that is greater than or
equal to $20,000,000, the related all risk insurance policy and business
interruption policy do not specifically exclude acts of terrorism from coverage.
With respect to each other Mortgage Loan, the related all risk insurance policy
and business interruption policy did not as of the date of origination of the
Mortgage Loan, and, to the Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan documents do not expressly waive
or prohibit the mortgagee from requiring coverage for acts of terrorism or
damages related thereto, except to the extent that any right to require such
coverage may be limited by commercially reasonable availability. With respect to
each Mortgage Loan, the related Mortgage requires that the related Borrower or a
tenant of such Borrower maintain insurance as described above or permits the
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage for each Mortgage Loan
provides that proceeds paid under any such casualty insurance policy will (or,
at the lender's option, will) be applied either to the repair or restoration of
the related Mortgaged Property or to the payment of amounts due under such
Mortgage Loan; provided that the related Mortgage may entitle the related
Borrower to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Borrower holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). At origination, the Seller received evidence that each
Mortgaged Property was insured by a commercial general liability policy in an
amount not less than $1,000,000 per occurrence.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that are not otherwise covered by an escrow of
funds sufficient to pay such charge. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered delinquent
until the date on which interest and/or penalties would be payable thereon.
16. Borrower Bankruptcy. At the time of origination of the subject
Mortgage Loan no Borrower under a Mortgage Loan was a debtor in any state or
federal bankruptcy, insolvency or similar proceeding. As of the Closing Date, to
the Seller's knowledge, no Borrower under a Mortgage Loan was a debtor in any
state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report, an endorsement to the related Title Policy, or a representation of the
related Borrower at the time of origination of the subject Mortgage Loan, or
based on such other due diligence considered reasonable by prudent commercial
mortgage lenders in the lending area where the subject Mortgaged Property is
located, the improvements located on or forming part of each Mortgaged Property
securing a Mortgage Loan are in material compliance with applicable zoning laws
and ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the value of the related Mortgaged Property as
determined by the appraisal performed in connection with the origination of such
Mortgage Loan).
18. Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Borrower as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(a) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has
been no material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in
written instruments which are a part of the related Mortgage File;
(b) Based on the related Title Policy (or, if not yet issued, a pro
forma title policy or a "marked up" commitment), the related
lessee's leasehold interest in the portion of the related Mortgaged
Property covered by such Ground Lease is not subject to any liens or
encumbrances superior to, or of equal priority with, the related
Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(c) The Borrower's interest in such Ground Lease is assignable to, and
is thereafter further assignable by, the Purchaser upon notice to,
but without the consent of, the lessor thereunder (or, if such
consent is required, it either has been obtained or cannot be
unreasonably withheld); provided that such Ground Lease has not been
terminated and all amounts owed thereunder have been paid;
(d) The Seller has not received, as of the Closing Date, actual notice
that such Ground Lease is not in full force and effect or that any
material default has occurred under such Ground Lease;
(e) Such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan.
Furthermore, such Ground Lease further provides that no notice of
termination given under such Ground Lease is effective against the
mortgagee under such Mortgage Loan unless a copy has been delivered
to such mortgagee in the manner described in such Ground Lease;
(f) The mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain
possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder
may terminate such Ground Lease;
(g) Such Ground Lease, together with extension options that are
exercisable by the Borrower or by the lender upon its taking
possession of the Borrower's leasehold interest, if exercised, would
cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
(h) Such Ground Lease requires the lessor to enter into a new lease with
a mortgagee upon termination of such Ground Lease as a result of any
default or as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Borrower unless the
mortgagee under such Mortgage Loan fails to cure a curable default
of the lessee under such Ground Lease following notice thereof from
the lessor;
(i) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related casualty insurance proceeds with respect to
the leasehold interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property, with
the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to
the payment of the outstanding principal balance of the Mortgage
Loan together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender in the lending area where the Mortgaged
Property is located at the time of the origination of such Mortgage
Loan; 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.
19. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(f)(2)).
20. Advancement of Funds. The Seller has not advanced funds or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property (other than amounts paid by the
tenant as specifically provided under the related lease), for the payment of any
amount required by such Mortgage Loan, except for interest accruing from the
date of origination of such Mortgage Loan or the date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the date which preceded by 30
days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Borrower, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related Monthly Payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits or proceedings by or before any court or governmental
authority against or affecting the Borrower under any Mortgage Loan or the
related Mortgaged Property that, if determined adversely to such Borrower or
Mortgaged Property, would materially and adversely affect the value of the
Mortgaged Property as security for such Mortgage Loan or the current ability of
the Borrower to pay principal, interest or any other amounts due under such
Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, none of the
Mortgaged Properties securing the Mortgage Loans is encumbered by any mortgage
liens junior to or of equal priority with the liens of the related Mortgage.
24. No Mechanics' Liens. To the Seller's knowledge, (a) each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) is free and clear of any and all mechanics' and materialmen's liens
that are prior or equal to the lien of the related Mortgage and that are not
bonded or escrowed for or covered by title insurance, and (b) no rights are
outstanding that under law could give rise to any such lien that would be prior
or equal to the lien of the related Mortgage and that is not bonded or escrowed
for or covered by title insurance.
25. Compliance with Usury Laws. As of its date of origination, each
Mortgage Loan complied with, or was exempt from, all applicable usury laws.
26. Licenses and Permits. As of the date of origination of each
Mortgage Loan and based on any of: (a) a letter from governmental authorities,
(b) a legal opinion, (c) an endorsement to the related Title Policy, (d) a
representation of the related borrower at the time of origination of such
Mortgage Loan, (e) a zoning report from a zoning consultant, or (f) other due
diligence that the originator of the Mortgage Loan customarily performs in the
origination of comparable mortgage loans, the related Borrower was in possession
of all material licenses, permits and franchises required by applicable law for
the ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool except
that for an A/B Mortgage Loan the related Companion Loan is secured by the
related Mortgage.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (a) payment
in full of all amounts due under the related Mortgage Loan or (b) delivery of
U.S. Treasury securities in connection with a defeasance of the related Mortgage
Loan; provided that the Mortgage Loans that are Cross-Collateralized Mortgage
Loans, and the other individual Mortgage Loans secured by multiple parcels, may
require the respective mortgagee(s) to grant releases of portions of the related
Mortgaged Property or the release of one or more related Mortgaged Properties
upon (a) the satisfaction of certain legal and underwriting requirements, (b)
the payment of a release price and, if required by the related Mortgage Loan
documents, prepayment consideration in connection therewith or (c) the
substitution of real property collateral upon the satisfaction of certain legal
and underwriting requirements; and provided, further, that any Mortgage Loan may
permit the unconditional release of one or more unimproved parcels of land to
which the Seller did not give any material value in underwriting the Mortgage
Loan. The release provisions in any Mortgage Loan if exercised would not cause
such Mortgage Loan to fail to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance in an amount to make all
scheduled payments under the Mortgage Note either through and including the
maturity date of the loan or to the first date that the Borrower can prepay the
Loan without a prepayment premium (a) no earlier than two years following the
Closing Date and (b) only with substitute collateral constituting "government
securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i).
30. Defeasance Costs. If any Mortgage Loan permits defeasance, then
the related Mortgage Loan documents provide that the related Borrower is
responsible for the payment of all reasonable costs and expenses incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.
32. Inspection. In connection with the origination of each Mortgage
Loan, the related originator inspected, or caused the inspection of, the related
Mortgaged Property.
33. No Material Default. To Seller's knowledge there exists no
material default, breach, violation or event of acceleration under the Mortgage
Note or Mortgage for any Mortgage Loan, in any such case to the extent the same
materially and adversely affects the value of the Mortgage Loan and the related
Mortgaged Property; provided, however, that this representation and warranty
does not cover any default, breach, violation or event of acceleration that
specifically pertains to or arises out of the subject matter otherwise covered
by any other representation and warranty made by the Seller in this Schedule II
or by the exceptions set forth on Schedule IIA.
34. Due-on-Sale. Subject to exceptions (including but not limited to
existing and future mezzanine debt) mentioned in the related Mortgage Loan
Documents, the Mortgage for each Mortgage Loan contains a "due-on-sale" clause
that provides for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if, without the prior written consent of the
holder, the Mortgaged Property subject to such Mortgage, or any controlling
interest in the related Borrower, is directly or indirectly transferred or sold.
35. Single Purpose Entity. The Borrower on each Mortgage Loan with a
Cut-off Date Principal Balance of $25,000,000 or more, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity separate
and apart from any other person.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy or in certain instances an application has been made to the
applicable governing authority for creation of separate tax lots which shall be
effective for the next tax year.
38. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan is covered by a secured creditor impaired property
policy or pollution legal liability policy, then the Seller has delivered or
caused to be delivered to the insurer under such policy copies of all
environmental reports in the Seller's possession related to such Mortgaged
Property to the extent that the failure to deliver any such report would
materially and adversely affect the Purchaser's ability to recover under such
policy.
39. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
40. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage requires the related Borrower, in some cases at the request of
the lender, to provide the holder of such Mortgage Loan at least annually with
operating statements and, if there is more than one tenant, rent rolls for the
related Mortgaged Property and/or financial statements of the related Borrower.
41. Servicing Rights. Except as otherwise contemplated in this
Agreement (or in the Agreement to Appointment of Servicer dated as of the
Cut-off Date between the Seller and the Master Servicer), no Person has been
granted or conveyed the right to service any Mortgage Loan or receive any
consideration in connection therewith.
42. Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower, a principal of
such Borrower or an entity controlled by a principal of such Borrower for
damages sustained in connection with the Borrower's fraud, material
misrepresentation (or, alternatively, intentional) or misappropriation of any
tenant security deposits, rent, insurance proceeds or condemnation proceeds. The
related Mortgage Loan documents contain provisions pursuant to which the related
Borrower, a principal of such Borrower or an entity controlled by a principal of
such Borrower has agreed to indemnify the mortgagee for damages resulting from
violations of any applicable environmental laws.
43. Assignment of Collateral. All of the Seller's interest in any
material collateral securing any Mortgage Loan has been assigned to the
Purchaser.
44. Fee Simple or Leasehold Interests. The interest of the related
Borrower in the Mortgaged Property securing each Mortgage Loan includes a fee
simple and/or leasehold estate or interest in real property and the improvements
thereon.
45. Borrower Organization. Each Borrower that is an entity is
organized under the laws of a state of the United States of America.
46. Servicing and Collection. The servicing of the Mortgage Loans by
the Seller or a sub-servicer retained by the Seller has been legal, proper and
prudent in all material respects.
47. Escrows. As of the date of origination, all escrow deposits and
payments relating to a Mortgage Loan were under the control of the originator
and all amounts required to be deposited by each Borrower were deposited.
48. UCC Financing Statements. UCC Financing Statements have been
filed and/or recoded (or, if not filed and/or recorded, have been submitted in
proper form for filing and recording), in all public places necessary at the
time of the origination of the Mortgage Loan to perfect a valid security
interest in all items of personal property reasonably necessary to operate the
Mortgaged Property owned by a Mortgagor and located on the related Mortgaged
Property (other than any personal property subject to a purchase money security
interest or a sale and leaseback financing arrangement permitted under the terms
of such Mortgage Loan or any other personal property leases applicable to such
personal property) to the extent perfection may be effected pursuant to
applicable law by recording or filing, and the Mortgages, security agreements,
chattel Mortgages or equivalent documents related to and delivered in connection
with the related Mortgage Loan establish and create a valid and enforceable lien
and priority security interest on such items of personalty except as such
enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting the
enforcement of creditor's rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). An assignment of each such UCC Financing Statement relating to the
Mortgage Loan has been completed or will be prepared in which such Financing
Statement was filed; provided, if the related security agreement and/or UCC
Financing Statement has been recorded in the name of MERS or its designee, no
assignment of security agreement and/or UCC Financing Statement in favor of the
Trustee will be required to be prepared or delivered and instead, the Seller
shall take all actions as are necessary to cause the Trust to be shown as the
owner of the Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to the
extent that possession or control of such items or actions other than the filing
of UCC Financing Statements are required in order to effect such perfection.
49. Appraisal. The appraisal obtained in connection with the
origination of each Mortgage Loan satisfied, based solely upon the related
appraiser's representation in the related appraisal or in a related supplemental
letter, the appraisal guidelines set forth in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (as amended).
50. Legal Compliance - Origination, Funding and Servicing. As of the
date of its origination and to the Seller's knowledge as of the Cut-off Date,
each Mortgage Loan complied in all material respects with, or was exempt from,
all requirements of applicable federal, state or local law relating to the
origination, funding and servicing of such Mortgage Loan.
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE BANK OF AMERICA MORTGAGE LOANS
REPRESENTATION 5
Assignment of Leases and Rents.
To the extent that the related Mortgage Loan borrower leases all or part of the
related Mortgaged Property to a master lessee, which master lessee enters into
leases with tenants of such related Mortgaged Property, such master lessee owns
an interest in any payments due under such related leases.
REPRESENTATION 9
No Holdback.
Xxxxx Store 73 (3402371) Under Section 9.9 of the related loan
agreement, the related Borrower must deposit
Xxxxx Store 96 (3402367) cash or a letter of credit into the
"Holdback Reserve Fund" as additional
Xxxxx Store 21 (0000000) xxxxxxxx for the related Mortgage Loan.
These funds will be disbursed to the
Lobill's Store 343 (3403576) Borrower upon the earlier to occur of (i)
"Satisfactory Guaranty Event" (as defined in
Xxxxx Store 47 (3403589) the loan agreement) or (ii) payment of the
related Mortgage Loan.
Lobill's Store 326 (3403573)
Lobill's Store 329 (3403574)
Lobill's Store 331 (3403575)
Premier Development Portfolio A holdback reserve in the amount of $726,000
(3405266) was taken at the closing of the related
Mortgage Loan. Such holdback will be
released on up to six occasions if the
related Mortgaged Property attains a 1.20x
debt service coverage ratio on or before May
1, 2010.
REPRESENTATION 14
Insurance.
Some Mortgage Loan Documents provide that the loss of rents or income, as
applicable, will be insured until the earlier of (i) completion of Restoration
or, in some cases, the return of rents/income to the level which existed prior
to the loss or (ii) the expiration of twelve (12) months.
Xxxxx Store 21 (3402365) The insurance required by the Master Lease
(as defined in each related Loan Agreement)
Xxxxx Store 96 (3402367) is deemed to satisfy the loan document
insurance requirements.
Xxxxx Store 73 (3402371)
The Master Lease requires that tenant
Lobill's store 326 (0000000) xxxxxxxx earthquake insurance for locations
with a PML of 20% or greater, but the Master
Lobill's store 329 (3403574) Lease does not specify that the PML be
prepared based on a 450- or 475- year look
Lobill's store 331 (3403575) back with a 10% probability of exceedance in
a 50-year period. Each mortgaged property is
Lobill's store 343 (3403576) located in Indiana.
Xxxxx Store 47 (3403589) The Master Lease requires tenant to maintain
insurance against terrorism, terrorist acts
or similar acts of sabotage ("Terrorism
Insurance") with coverage amounts of not
less than 100% of the full replacement cost
(the "Terrorism Insurance Required Amount").
Notwithstanding the foregoing sentence,
tenant shall not be obligated to expend more
than the amount set forth below, increased
annually based on increases in the CPI, in
any fiscal year on insurance premiums for
Terrorism Insurance (the "Terrorism
Insurance Cap"). If the cost of the
Terrorism Insurance Required Amount exceeds
the Terrorism Insurance Cap, tenant shall
purchase the maximum amount of Terrorism
Insurance available with funds equal to the
Terrorism Insurance Cap.
"Terrorism Insurance Cap" (for the combined
properties, which includes other properties
in addition to these mortgaged properties)
shall mean a $100,000 premium in the
aggregate, allocable to the Terrorism
Insurance coverage portion of tenant's "all
risk" or blanket insurance policy; provided,
however, if tenant does not have an "all
risk" or blanket insurance policy that
includes Terrorism Insurance, Terrorism
Insurance coverage is no longer available as
part of tenant's "all risk" or blanket
insurance policy, or if tenant so chooses,
then "Terrorism Insurance Cap" shall mean a
$40,000 premium for a stand alone Terrorism
Insurance policy.
One Park Avenue (3405209) With respect to terrorism insurance, (a)
"Non-Certified Coverage" (as defined below)
is not required with respect to commercial
general liability insurance and excess
liability insurance, (b) the insurance
policies may exclude acts of war and
nuclear, chemical and biological acts and
(c) in the event that Terrorism Risk
Insurance Act is no longer in effect, the
related Borrower will not be required to pay
annual premiums in excess of 200% of the
cost of such premiums as of the closing date
of the related Mortgage Loan in order to
obtain the terrorism coverage (however, such
Borrower is obligated to purchase such
portion of the terrorism coverage as is
obtainable by payment of an annual premium
equal to the 200% and subject to a
deductible of not more than $100,000.00).
"Non-Certified Coverage" is defined as
terrorism coverage which (i) is not limited
by Terrorism Risk Insurance Act or such
other applicable laws, rules or regulations
and (ii) must cover both foreign or domestic
"Acts of Terror" (as defined in the related
loan agreement).
000 Xxxx 00xx Xxxxxx (3404620) The related Borrower is required to maintain
insurance coverage against Losses resulting
from acts of terrorism ("Terrorism
Insurance") with coverage amounts of not
less than an amount equal to the full
insurable value of the Improvements and the
Personal Property (the "Terrorism Insurance
Required Amount"). Notwithstanding the
foregoing sentence, the related Borrower is
not obligated to expend more than $150,000
(which amount will be adjusted annually to
reflect any increase during the preceding
year in the Consumer Price Index) in any
fiscal year on Insurance Premiums for
Terrorism Insurance (the "Terrorism
Insurance Cap"), and if the cost of the
Terrorism Insurance Required Amount exceeds
the Terrorism Insurance Cap, the related
Borrower is required to purchase the maximum
amount of Terrorism Insurance available with
funds equal to the Terrorism Insurance Cap.
Mall of Acadiana (3405346) The related Borrower is required to maintain
insurance policies which do not contain
Plaza at Fayette (3405108) exclusions for terrorism to the extent
obtainable at an annual cost not to exceed
the "Applicable Premium Limit" (as defined
below) (the maximum amount of such terrorism
coverage required to be maintained by such
Borrower from time to time in accordance
herewith, the "Required Terror Coverage").
"Applicable Premium Limit" means with
respect to any 12 calendar month period in
the case of a separate insurance policy, an
annual insurance premium of $52,500 and in
the case of a blanket insurance policy, an
annual insurance premium allocable to the
related Mortgaged Property under such
blanket insurance policy equal to 150% of
$1,741. In lieu of the insurance discussed
above, the related Borrower may deliver to
the mortgagee a letter of credit (a "Terror
Coverage Letter of Credit") in a face amount
which will at all times be not less than the
Required Terror Coverage, provided that
certain conditions set forth in the related
loan agreement have been met. The mortgagee
is entitled to draw upon the Terror Coverage
Letter of Credit under the same
circumstances as the mortgagee would have
under the related loan agreement to make a
claim under an insurance policy meeting the
requirements above, and any proceeds of such
Terror Coverage Letter of Credit will be
deemed to be net proceeds for all purposes
of such loan agreement.
Xxxxxx'x Crossing (3403856) The related Borrower's obligation to
maintain terrorism insurance is subject to a
$150,000 per year cap for premium costs for
the related Mortgaged Property, which amount
will be increased annually in proportion to
the increase in the Consumer Price Index.
Harlem River Yard (3402385) With respect to the insurance coverages
described in 8.1(a)(i) [property damage],
(iii) [loss of rents/business income], (iv)
[owner's contingent or protective liability
insurance to cover structural construction,
repair or alterations], (v) [worker's
compensation] and (vi) [boiler and
machinery] of the related Loan Agreement,
the related Borrower is required to maintain
such coverages with respect to any improved,
income-producing portion of the related
Mortgaged Property that is not covered by a
Major Lease (defined below) that is in full
force and effect and with respect to which
no default exists. With respect to the
insurance coverage described in 8.1(a)(ii)
[commercial liability] of the related Loan
Agreement, the related Borrower is required
to maintain such insurance except with
respect to a portion of the Mortgaged
Property covered by a "Major Lease" (as
defined below) that is in full force and
effect and under which the tenant provides
liability insurance expressly covering the
related Borrower.
"Major Lease" means the "FedEx Sublease",
the "MDG Sublease", the "News Sublease", the
"Waste Sublease" and the "Master Lease",
together with (a) any instrument
guaranteeing or providing credit support for
any of the foregoing leases and (b) the
"Recognition Agreements" (each as defined in
the related loan documents).
BofA Ground Lease - LaSalle & The tenant known as Bank of America
Grand(0000000) maintains insurance for the Mortgaged
Property in the form and in the amounts
required under its ground lease.
Buffets Headquarters (3404639) The tenant known as Buffets is permitted to
self insure the first $500,000 of liability
coverage so long as (x) such tenant is the
sole tenant of the Mortgaged Property and
(y) Mortgage Borrower provides Mortgage
Lender with contingent insurance to cover
the full self insurance amount.
REPRESENTATION 18
Leasehold Estate Only.
Solana Beach Retail (3405165) The related Mortgage Loan is secured by a
sub-ground lease. All insurance proceeds are
to be used for restoration or demolition,
and the mortgagee is loss payee with respect
to such insurance proceeds. The sub-ground
lease does not require that the mortgagee be
a trustee for insurance proceeds, however
the mortgagee is a trustee for any
condemnation proceeds.
Courtyard Marriott Baton Rouge The related Borrower may not assign the
Siegen Lane (3405160) lease or sublet the Mortgaged Property
without the written consent of landlord.
However, pursuant to the estoppel, the
related Borrower will have the right to
assign or sublet its interest under the
lease to mortgagee, its successors or
assigns upon notice to, but without the
consent of, landlord.
REPRESENTATION 20
Advancement of Funds.
Xxxxxx'x Crossing (3403856) The related Mortgaged Property is owned by
the owner of the related Borrower and such
Borrower executed the related Mortgage Note
and Loan Agreement. The related Mortgage
Loan is secured by an Indemnity Guaranty and
an Indemnity Deed of Trust, Assignment of
Leases and Rents, Security Agreement and
Fixture Filing, which documents have been
executed by the owner of the related
Borrower. This structure is known as an
Indemnity Deed of Trust, which is specific
to the State of Maryland.
One Park Avenue (3405209) Until February 26, 2008, any funds received
by the related Borrower as a contribution
from Mezzanine Borrower arising from a draw
under the Junior Mezzanine Loan by Junior
Mezzanine Borrower for the purpose of either
(i) payment of interest shortfalls, (ii)
payment of capital expenditures, or (iii)
funding of tenant improvements and/or lease
commissions, will be deposited by the Senior
Mezzanine Lender into the applicable reserve
accounts and will be subsequently disbursed
to such Borrower pursuant to the terms of
Article 9 of the related Mortgage Loan
agreement. Notwithstanding the foregoing,
the related Borrower and the Senior
Mezzanine Lender acknowledge and agree that
the funds described in this paragraph will
be disbursed directly to the Senior
Mezzanine Lender by Junior Mezzanine Lender.
REPRESENTATION 23
Other Mortgage Liens.
000 Xxxxxxxxx Xxxxxx (3403716) The Consolidated, Amended and Restated
Promissory Note has been split into Note A-1
in the amount of $162,500,000 and Note A-2
in the amount of $162,500,000. The Note
Splitter and Modification Agreement creating
each of Note A-1 and Note A-2 states that
these notes shall each be secured by the
lien of the Mortgage on the Mortgaged
Property.
REPRESENTATION 28
Releases of Mortgaged Properties.
Bakersfield Industrial Pursuant to ss. 2.6 of the related Loan
Portfolio (3403935) Agreement, at any time after May 1, 2008,
the Mortgage Borrower may obtain the release
of an individual Mortgaged Property upon the
satisfaction of certain conditions
including: the payment of the release price
equal to 110% of the allocated loan amount,
the payment of a transfer fee of 0.5% of the
release price, the payment of a $5,000
processing fee, and the delivery of a Rating
Agency Confirmation.
Xxxxxx'x Crossing (3403856) The lender acknowledged that a to be defined
portion of the Xxxxxx Crossing Mortgaged
Property upon which a single story building
currently sits and is adjacent to the
clubhouse at the Xxxxxx Crossing Mortgaged
Property is contemplated for release during
the term of the Xxxxxx Crossing Mortgage
Loan upon the satisfaction of certain
conditions including, without limitation:
(i) receipt of a separate tax parcel number
for the release parcel (or escrow of the
taxes on the entire parcel); (ii)
subdivision approvals; (iii) entering into
satisfactory access easements for the Xxxxxx
Crossing Mortgaged Property, if required;
and (iv) the payment of a release price
equal to $1,600,000 together with the
applicable prepayment premium.
Newtown Business Commons The related Mortgage Loan permits a partial
(3405525) release in Section 7.6 of the related loan
agreement upon the satisfaction of certain
conditions including prepaying a portion of
such Mortgage Loan equal to 110% of the
principal amount of such Mortgage Loan that
is attributable to the "Release Parcel" (as
defined in the related loan agreement).
REPRESENTATION 29
Defeasance.
Sand Lake Corners (3405758) Defeasance collateral may consist of
"government securities" or "agency
Universal Plaza (3405763) securities" from Xxxxxx Xxx, Xxxxxx Xxx or
Xxxxxxx Mac, to the extent rating agencies
Venture Pointe (0000000) xxxxxxx that such obligations will not
result in a downgrade, withdrawal or
Fayette Pavilion III & IV qualification of the securities.
(3405752)
Xxxx'x Crossing (3405761)
Xxxxxxx Pavilion (3405764)
Sycamore Commons (3405765)
Sarasota Pavilion (3405767)
Pleasant Hill (3405769)
River Ridge (3405771)
City Crossing (3405774)
Columbiana Station II (3405775)
REPRESENTATION 44
Fee Simple or Leasehold Interests.
Xxxxxx'x Crossing (3403856) The related Borrower is HC Magazine
Portfolio Holdings, L.L.C. and the related
Mortgaged Property located in Maryland is
owned by Star/Xxxxx Xxxxxx Crossing, L.L.C.,
as grantor under an Indemnity Deed of Trust.
BACM 2007-2 SECURITIZATION
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE BRIDGER MORTGAGE LOANS
Schedule II (5) Assignment of Leases and Rents
----------------------------------------------
To the extent that a Mortgagor leases all or part of the Mortgaged
Property to a master lessee, which master lessee enters into leases
with tenants of such Mortgaged Property, such master lessee owns an
interest in any payments due under such leases.
Schedule II (12) Environmental Conditions
-----------------------------------------
With respect to the Xxxxx Plaza Shopping Center Mortgage Loan (Loan No.
23139), in connection with the removal of an underground storage tank
in October of 2004, petroleum impacted soil was observed. The impacted
soil was removed and groundwater monitoring xxxxx were installed.
Quarterly groundwater monitoring has been performed since 2004 and,
except for two xxxxx, the levels of contamination have declined. The
environmental consultant recommended continuing monitoring for at least
five more years on a quarterly basis, and the mortgagee required an
environmental reserve of $105,325 to cover the costs of such
monitoring.
Schedule II (14) Insurance
--------------------------
With respect to each Bridger Mortgage Loan, the related Mortgage
requires the Mortgagor to maintain such insurance as the mortgagee may
require, and thus permits the mortgagee to require the maintenance of
the insurance described in this section.
With respect to the Walgreens - New Lenox Mortgage Loan (Loan No.
22125), the tenant (Walgreens Co.) self-insures against damage to, and
maintains general liability insurance covering, the Mortgaged Property.
With respect to the Xxxxxx Hilltop Business Park Mortgage Loan (Loan
No. 22420) and the Pepper Road Medical Office Mortgage Loan (Loan No.
21666), the related all-risk insurance policy excludes acts of
terrorism from coverage.
With respect to the Office Depot - Florida Mortgage Loan (Loan No. 22126):
(i) a tenant ("Office Depot") maintains a general liability insurance
policy covering the Mortgaged Property but with a shared aggregate
limit; and
(ii) the all-risk insurance policy insurance policy excludes acts of
terrorism from coverage.
The Mortgaged Property securing the Leisure Village MHC-RI Mortgage
Loan (Loan No. 16464) is not covered by a business interruption or rent
loss insurance policy.
Schedule II (18) Leasehold Estate Only
--------------------------------------
With respect to the Market Place Office Building Mortgage Loan (Loan
No. 21067):
(i) the Ground Lease requires the related lessor to give notice
of any default by the Mortgagor to the mortgagee but does not
specifically provide that a notice of termination given under the
Ground Lease is not effective against the mortgagee unless a copy has
been delivered to the mortgagee in the manner described in the Ground
Lease; and
(ii) the Ground Lease requires the ground lessor's consent to
sublet all or a portion of the Mortgaged Property, but the mortgagee
may, upon foreclosure of the Mortgaged Property, sublet the Mortgaged
Property without the ground lessor's consent.
With respect to the Rancho Self Storage Mortgage Loan (Loan No. 21375),
the Ground Lease requires the related lessor to give notice of any
default by the Mortgagor to the mortgagee but does not specifically
provide that a notice of termination given under the Ground Lease is
not effective against the mortgagee unless a copy has been delivered to
the mortgagee in the manner described in the Ground Lease.
With respect to the Storamerica El Monte Mortgage Loan (Loan No.
20685), the Ground Lease requires the ground lessor to give notice of
any default by the Mortgagor to the mortgagee but does not specifically
provide that a notice of termination given under the Ground Lease is
not effective against the mortgagee unless a copy has been delivered to
the mortgagee in the manner described in the Ground Lease.
With respect to Sleep Inn Xxxxxxx Mortgage Loan (Loan No. 19409), the
Ground Lease requires the related lessor to give notice of any default
by the Mortgagor to the mortgagee but does not specifically provide
that a notice of termination given under the Ground Lease is not
effective against the mortgagee unless a copy has been delivered to the
mortgagee in the manner described in the Ground Lease.
Schedule II (23) Other Mortgage Liens
-------------------------------------
With respect to the Staples Office Building Mortgage Loan (Loan No.
19727), there is existing secured subordinate debt in the amount of
$180,000.
With respect to the Brookside Villas Apartments Mortgage Loan (Loan No.
23292), there is existing secured subordinate debt in the amount of
$450,000.
With respect to the Century Village Apartments Mortgage Loan (Loan No.
21502), there is existing secured subordinate debt in the amount of
$750,000.
Schedule II (40) Operating Statements
-------------------------------------
With respect to the Holiday Inn Express Champion Mortgage Loan (Loan
No. 22141) and the Holiday Inn Tinton Falls Mortgage Loan (Loan No.
23195), the related Loan Documents do not require the Mortgagor to
provide rent rolls for the related Mortgaged Property.
Schedule II (41) Servicing Rights
---------------------------------
Loan Servicer
---- --------
Lake Park Towers Capstone
Xxxxxxx Road Square Capstone
Cliff Park Apartments Collateral
Richland Village Collateral
Briarwyck Apartments Collateral
Suburban Lodge - SC Financial Federal
Village at Oakhurst Financial Federal
Sleep Inn - Xxxxxxx Financial Federal
Ramada Inn - Savannah Laureate
Best Western Xxxxxxxx Suites-Pooler Laureate
Century Village Apartments Midland
Holiday Inn Xxxxxx Xxxxx Xxxxxxx
Xxxxx Xxxx Xxxxxxxx Xxxx Portfolio 0 Xxxxxxx
Xxxxx Xxxx Xxxxxxxx Xxxx Portfolio 1 Midland
Brookside Villas Apartments Midland
Storamerica El Monte Midland
Echelon Midland
Waterstone Professional Building Midland
Kingwood Forest Midland
Royal Montreal Plaza Midland
Seven Oaks Shopping Center Midland
English Village Apartments Midland
Holiday Inn Express - Idaho Falls Midland
Albany Apartments Midland
Shiloh Creek Apartments Midland
Market Place Professional Building Midland
Plainfield Xxx 0 Xxxxxxx
Xxxxxxx Xxx - Xxxxxxxxxx Xxxxxxx
Northmarket Center Midland
Main Street Crossing Midland
Rancho Self Storage Midland
Country Inn & Suites Bountiful Midland
Walgreens - New Lenox Midland
Everwood Professional Plaza Midland
Xxxxx Plaza Shopping Center Midland
Xxxx Valley Apartments Midland
0000 Xxxxxxxxx Xxxx Xxxxxxx
Best Western Hotel - Vancouver Midland
Comfort Suites Shenandoah Midland
Holiday Inn Express Champion Midland
Live Oak Retail Midland
Bank Lane Apartments-Retail Midland
Pepper Road Medical Office Midland
Xxxxxx Hilltop Business Park Midland
000 Xxxxx 000 Xxxxxxx
Mill Creek Apartments Midland
Xxxxxx Sobb Flex Office Warehouse Midland
Hearthstone Tumwater Midland
Briarcrest Shopping Center Midland
Leisure Village MHC-RI Midland
Office Depot - FL Midland
Staples Office Building Midland
Shoppes at Tappahannock Midland
Stars & Stripes Storage Midland
Pacific Northwest Storage Midland
Park Terrace Apartments Midland
Xxxxx Street Warehouse Midland
Schedule II (47) Escrows
------------------------
It is anticipated that the primary servicers of the Bridger Mortgage
Loans will retain possession of the escrows, deposits and payments on
behalf of the Depositor, rather than conveying possession thereof to
the Depositor on the Closing Date.
Bridger Mortgage Loans
----------------------
The following Mortgage Loans are the Bridger Mortgage Loans:
Loan No. Mortgage Loan
-------- -------------
21502 Xxxxxxx Xxxxxxx Xxxxxxxxxx
00000 Xxxxx Xxxx Xxxxxxxx Xxxx Portfolio 2
23195 Holiday Inn Xxxxxx Xxxxx
00000 Xxxxx Xxxx Xxxxxxxxxx
00000 Xxxxx Xxxx Xxxxxxxx Xxxx Portfolio 1
23471 Lake Park Towers
23292 Brookside Villas Apartments
20685 Storamerica El Monte
22486 Echelon
22097 Village at Oakhurst
00000 Xxxxxxx Xxxx Xxxxxx
00000 Xxxxxxxxxx Professional Building
22562 Best Western Xxxxxxxx Suites-Pooler
22629 Xxxxxxxx Xxxxx - XX
00000 Xxxxxxxx Xxxxxxx
00000 Xxxxxxxx Xxxxxx
21094 Royal Montreal Plaza
22242 Seven Oaks Shopping Center
22168 English Village Apartments
21606 Holiday Inn Express - Idaho Falls
23247 Albany Apartments
22718 Shiloh Creek Apartments
19409 Sleep Inn - Xxxxxxx
00000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx
00000 Plainfield Xxx 0
00000 Xxxxxxx Xxx - Xxxxxxxxxx
00000 Northmarket Center
00000 Xxxx Xxxxxx Xxxxxxxx
00000 Xxxxxx Self Storage
21605 Country Inn & Suites Bountiful
22125 Walgreens - New Xxxxx
00000 Everwood Professional Plaza
00000 Xxxxx Xxxxx Shopping Center
22722 Xxxx Valley Apartments
20889 0000 Xxxxxxxxx Xxxx
22568 Best Xxxxxxx Xxxxx - Xxxxxxxxx
00000 Comfort Suites Shenandoah
22214 Briarwyck Apartments
22141 Holiday Inn Express Champion
22968 Live Oak Retail
00000 Xxxx Xxxx Apartments-Retail
00000 Xxxxxx Xxxx Xxxxxxx Xxxxxx
00000 Xxxxxx Hilltop Business Park
22552 000 Xxxxx 000
00000 Xxxx Xxxxx Apartments
21949 Xxxxxx Sobb Flex Office Warehouse
12731 Xxxxxx Xxx - Xxxxxxxx
00000 Hearthstone Tumwater
22364 Briarcrest Shopping Center
00000 Xxxxxxx Xxxxxxx XXX-XX
00000 Xxxxxx Xxxxx - XX
00000 Staples Office Building
19429 Shoppes at Tappahannock
22599 Stars & Stripes Storage
19759 Pacific Northwest Storage
00000 Xxxx Xxxxxxx Apartments
00000 Xxxxx Xxxxxx Warehouse
