EXECUTION VERSION
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement"),
is dated and effective as of September 12, 2007, between Xxxxx Fargo Bank,
National Association ("Xxxxx Fargo Bank"), as seller (in such capacity, together
with its successors and permitted assigns hereunder, the "Mortgage Loan
Seller"), and Bear Xxxxxxx Commercial Mortgage Securities Inc. ("BSCMSI"), as
purchaser (in such capacity, together with its successors and permitted assigns
hereunder, the "Purchaser").
RECITALS
Xxxxx Fargo Bank desires to sell, assign, transfer, set over and
otherwise convey to BSCMSI, without recourse, representation or warranty, other
than as set forth herein, and BSCMSI desires to purchase, subject to the terms
and conditions set forth herein, the multifamily and commercial mortgage loans
(collectively, the "Mortgage Loans") identified on the schedule annexed hereto
as Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended
from time to time pursuant to the terms hereof.
BSCMSI intends to create a trust (the "Trust"), the primary assets
of which will be a segregated pool of multifamily and commercial mortgage loans
that includes the Mortgage Loans and certain other commercial and multifamily
mortgage loans (collectively, the "Trust Mortgage Loans"). Beneficial ownership
of the assets of the Trust (such assets collectively, the "Trust Fund") will be
evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Standard &
Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., and
Fitch, Inc. (together, the "Rating Agencies"). Certain classes of the
Certificates (the "Registered 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 September 1, 2007 (the "Pooling and Servicing
Agreement"), among BSCMSI, as depositor (in such capacity, the "Depositor"),
Prudential Asset Resources, Inc., as a master servicer (in such capacity, a
"Master Servicer"), Xxxxx Fargo Bank, National Association, as a master servicer
(in such capacity, a "Master Servicer"), as certificate administrator (in such
capacity, the "Certificate Administrator") and as tax administrator (in such
capacity, the "Tax Administrator"), Centerline Servicing Inc., as a special
servicer (a "Special Servicer"), and LaSalle Bank National Association, as
trustee (the "Trustee"). Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement as in full force and effect on the Closing Date (as defined in Section
1 hereof). It is anticipated that BSCMSI will transfer the Mortgage Loans to the
Trust contemporaneously with its purchase of the Mortgage Loans hereunder.
BSCMSI intends to sell the Registered Certificates to Bear, Xxxxxxx
& Co. Inc. ("BSC") and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"; and
together with BSC in such capacity, the "Underwriters"), pursuant to an
underwriting agreement, dated the date hereof (the "Underwriting Agreement"),
among BSCMSI and the Underwriters; and BSCMSI intends to sell the remaining
Certificates (the "Non-Registered Certificates") to BSC and Xxxxxx Xxxxxxx
(together in such capacities, the "Initial Purchasers") pursuant to a
certificate purchase agreement, dated the date hereof (the "Certificate Purchase
Agreement"), among BSCMSI and
the Initial Purchasers. The Registered Certificates are more fully described in
the prospectus dated May 29, 2007 (the "Base Prospectus"), and the supplement to
the Base Prospectus dated September 12, 2007 (the "Prospectus Supplement"; and,
together with the Base Prospectus, the "Prospectus"), as each may be amended or
supplemented at any time hereafter. The Non-Registered Certificates are more
fully described in the private placement memorandum dated the date hereof (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.
Xxxxx Fargo Bank will indemnify the Depositor, the Underwriters the
Initial Purchasers and certain related parties with respect to the disclosure
regarding the Mortgage Loans that is 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 the date
hereof (the "Indemnification Agreement"), among Xxxxx Fargo Bank, the Depositor,
the Underwriters and the Initial Purchasers.
As used herein, "Regulation AB" means Subpart 229.1100 - Asset
Backed Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such
may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506-1,631 (January 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Mortgage Loan Seller agrees to
sell, assign, transfer, set over and otherwise convey to the Purchaser, without
recourse, representation or warranty, other than as set forth herein, and the
Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms
and conditions set forth herein, the Mortgage Loans. The purchase and sale of
the Mortgage Loans shall take place on September 27, 2007 or such other date as
shall be mutually acceptable to the parties hereto (the "Closing Date"). As of
the Cut-off Date, the Mortgage Loans will have an aggregate principal balance,
after application of all payments of principal due on the Mortgage Loans on or
before such date, whether or not received, of $1,117,082,391, subject to a
variance of plus or minus 5%. The purchase price for the Mortgage Loans shall
equal the amount set forth as such purchase price in a letter dated as of
September 27, 2007, between the parties to this Agreement, which purchase price
excludes accrued interest and applicable deal expenses. The Purchaser shall pay
such purchase price, plus interest accrued on the Mortgage Loans from the
Cut-off Date to the Closing Date and any applicable deal expenses, to the
Mortgage Loan Seller on the Closing Date by wire transfer in immediately
available funds or by such other method as shall be mutually acceptable to the
parties hereto.
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 the other conditions to
the Mortgage Loan Seller's obligations set forth herein, the Mortgage Loan
Seller does hereby sell, assign, transfer, set over and otherwise convey to the
Purchaser, without recourse, representation or warranty, other than
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as set forth herein, all of the right, title and interest of the Mortgage Loan
Seller in, to and under the Mortgage Loans and all documents included in the
related Mortgage Files and Servicing Files. Such assignment includes all
scheduled payments of principal and interest under and proceeds of the Mortgage
Loans received after their respective Cut-off Dates (other than scheduled
payments of interest and principal due on or before their respective Cut-off
Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller)
together with all documents delivered or caused to be delivered hereunder with
respect to such Mortgage Loans by the Mortgage Loan Seller (including all
documents included in the related Mortgage Files and Servicing Files and any
related Additional Collateral). The Purchaser shall be entitled to receive all
scheduled payments of principal and interest due on the Mortgage Loans after
their respective Cut-off Dates, and all other recoveries of principal and
interest collected thereon after their respective Cut-off Dates (other than
scheduled payments of principal and interest due on the Mortgage Loans on or
before their respective Cut-off Dates and collected after such respective
Cut-off Dates, which shall belong to the Mortgage Loan Seller). In no event,
however, shall such conveyance and assignment constitute or be construed as an
assumption by the Purchaser of, in the case of any Mortgage Loan that is part of
a Mortgage Loan Group, any obligation or liability that is imposed only on the
initial holder of such Mortgage Loan under the terms of the related Mortgage
Loan Group Intercreditor Agreement.
After the Mortgage Loan Seller's transfer of the Mortgage Loans to
the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any
action inconsistent with the Purchaser's ownership of the Mortgage Loans. Except
for actions that are the express responsibility of another party hereunder or
under the Pooling and Servicing Agreement, and further except for actions that
the Mortgage Loan Seller is expressly permitted to complete subsequent to the
Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date,
take all actions required under applicable law to effectuate the transfer of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser.
(b) The conveyance of the Mortgage Loans and the related rights
and property accomplished hereby is intended by the parties hereto to constitute
a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right,
title and interest in and to such Mortgage Loans and such other related rights
and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is
not intended that such conveyance be a pledge of security for a loan. If such
conveyance is determined to be a pledge of security for a loan, however, then:
(i) this Agreement shall constitute a security agreement under applicable law;
(ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser a
first priority security interest in all of the Mortgage Loan Seller's right,
title and interest in and to the Mortgage Loans and all amounts payable to the
holder(s) of the Mortgage Loans in accordance with the terms thereof (other than
scheduled payments of interest and principal due and payable on such Mortgage
Loans on or prior to their respective Cut-Off Dates or, in the case of a
Replacement Pooled Mortgage Loan, on or prior to the related date of
substitution); (iii) the assignment by BSCMSI to the Trustee of its interests in
the Mortgage Loans as contemplated by Section 15 hereof shall be deemed to be an
assignment of any security interest created hereunder; (iv) the possession by
the Purchaser (or the Trustee or its agent) of the Mortgage Notes with respect
to the Mortgage Loans subject hereto from time to time and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or person designated by such secured party for the purpose of
perfecting such security
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interest under applicable law; and (v) notifications to, and acknowledgments,
receipts or confirmations from, Persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents (as applicable) of the Purchaser
for the purpose of perfecting such security interest under applicable law. The
Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be reasonably necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would 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.
(c) In connection with the Mortgage Loan Seller's assignment
pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall
deliver to and deposit with, or cause to be delivered to and deposited with, the
Trustee or a Custodian appointed thereby, on or before the Closing Date, the
Mortgage Note for each Mortgage Loan so assigned, endorsed to the Trustee as
specified in clause (i) of the definition of "Mortgage File", and, on or before
the date that is 45 days following the Closing Date, the remainder of the
Mortgage File for each Mortgage Loan and any Additional Collateral (other than
original Letters of Credit and Reserve Funds, which shall be transferred to the
Trustee or to the applicable Master Servicer) for each Mortgage Loan.
Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot so
deliver, or cause to be delivered, as to any Mortgage Loan (exclusive of any
Mortgage Loan that constitutes a Non-Trust-Serviced Pooled Mortgage Loan), the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vii) and (ix)(A) of the definition of "Mortgage File",
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, then (subject to the obligation of the Mortgage Loan
Seller to nonetheless (1) from time to time make or cause to be made reasonably
diligent efforts to obtain such document or instrument (with such evidence) if
it is not returned within a reasonable period after the date when it was
transmitted for recording and (2) deliver such document or instrument to the
Trustee or a Custodian appointed thereby (if such document or instrument is not
otherwise returned to the Trustee or such Custodian) promptly upon the Mortgage
Loan Seller's receipt thereof), so long as a copy of such document or
instrument, certified by the Mortgage Loan Seller or title agent as being a copy
of the document deposited for recording or filing and (in the case of such
clause (ii)) accompanied by an Officer's Certificate of the Mortgage Loan Seller
or a statement from the title agent to the effect that such original Mortgage
has been sent to the appropriate public recording official for recordation, has
been delivered to the Trustee on or before the date that is 45 days following
the Closing Date, the delivery requirements of this subsection 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, and if the Mortgage
Loan Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan (exclusive of any Mortgage Loan that constitutes a
Non-Trust-Serviced Pooled Mortgage Loan), the original of any of the documents
and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of
"Mortgage File", because such document or instrument has been delivered for
recording or filing, as the case may be, then (subject to the obligation of the
Mortgage Loan Seller to nonetheless (1) from time to time make or cause to be
made reasonably diligent efforts to obtain such document or instrument (with
such evidence) if it is not returned within a reasonable period after the date
when it was transmitted for recording and (2) deliver such document or
instrument to the Trustee or a
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Custodian appointed thereby (if such document or instrument is not otherwise
returned to the Trustee or such Custodian) promptly upon the Mortgage Loan
Seller's receipt thereof), so long as a copy of such document or instrument,
certified by the Mortgage Loan Seller, a title agent or a recording or filing
agent as being a copy of the document deposited for recording or filing and
accompanied by an Officer's Certificate of the Mortgage Loan Seller or a
statement from the title agent that such document or instrument has been sent to
the appropriate public recording official for recordation (except that such
certification shall not be required if the Trustee is responsible for
recordation of such document or instrument under the Pooling and Servicing
Agreement and the Mortgage Loan Seller has delivered the original unrecorded
document or instrument to the Trustee on or before the date that is 45 days
following the Closing Date), has been delivered to the Trustee on or before the
date that is 45 days following the Closing Date, the delivery requirements of
this subsection 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. In addition, with respect to each Mortgage Loan (exclusive of any
Mortgage Loan that constitutes a Non-Trust-Serviced Pooled Mortgage Loan) under
which any Additional Collateral is in the form of a Letter of Credit as of the
Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and
delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign,
without recourse, to the Trustee the Mortgage Loan Seller's rights as the
beneficiary thereof and drawing party thereunder. Furthermore, with respect to
each Mortgage Loan, if any, as to which there exists a secured creditor impaired
property insurance policy or pollution limited liability environmental
impairment policy covering the related Mortgaged Property, the Mortgage Loan
Seller shall cause such policy, within a reasonable period following the Closing
Date, to inure to the benefit of the Trustee for the benefit of the
Certificateholders (if and to the extent that it does not by its terms
automatically inure to the holder of such Mortgage Loan). For purposes of this
paragraph, the relevant definition of "Mortgage File" shall be the definition of
such term set forth in the Pooling and Servicing Agreement as in full force and
effect on the Closing Date.
(d) As soon as reasonably possible, and in any event within 45
days after the later of (i) the Closing Date (or in the case of a Replacement
Pooled Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling
and Servicing Agreement, after the related date of substitution) and (ii) the
date on which all recording information necessary to complete the subject
document is received by the Mortgage Loan Seller, the Mortgage Loan Seller shall
complete (to the extent necessary), and shall submit for recording or filing, as
the case may be, including via electronic means, if appropriate, in or with the
appropriate office for real property records or UCC Financing Statements, as
applicable, each assignment of Mortgage and assignment of Assignment of Leases
(except, in each case, with respect to any Mortgage or Assignment of Leases that
has been recorded in the name of MERS or its designee) in favor of the Trustee
referred to in clause (iv) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement and each assignment of UCC Financing Statement (except
with respect to any UCC Financing Statement that has been recorded in the name
of MERS or its designee) in favor of the Trustee referred to in clause (ix)(B)
of the definition of "Mortgage File" in the Pooling and Servicing Agreement.
Each such assignment shall reflect that it should be returned by the public
recording office to the Trustee following recording, and each such assignment of
UCC Financing Statement shall reflect that the file copy thereof or an
appropriate receipt therefor, as applicable, should be returned to the Trustee
following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or
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assignment of Assignment of Leases the Trustee shall obtain therefrom a copy of
the recorded original. If the Mortgage Loan Seller receives written notice that
any assignment or other instrument of transfer with respect to the Mortgage
Loans is lost or returned unrecorded or unfiled, as the case may be, because of
a defect therein, the Mortgage Loan Seller shall prepare or cause the
preparation of a substitute therefor or cure such defect, as the case may be.
The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket
costs and expenses associated with recording and/or filing any and all
assignments and other instruments of transfer with respect to the Mortgage Loans
that are required to be recorded or filed, as the case may be, under the Pooling
and Servicing Agreement; provided that the Mortgage Loan Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer or for costs and expenses that the related Borrowers
have agreed to pay. With respect to each Mortgage, Assignment of Leases and UCC
Financing Statement that has been recorded in the name of MERS or its designee
(if any), the Mortgage Loan Seller shall take all actions as are necessary to
cause the Trustee to be shown as the owner of such Mortgage, Assignment of
Leases or UCC Financing Statement on the records of MERS.
(e) In connection with the Mortgage Loan Seller's assignment
pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall
deliver to and deposit with, or cause to be delivered to and deposited with, the
applicable Master Servicer, on or before the date that is 45 days after the
Closing Date, in the case of the items in clause (i) below, and 20 days after
the Closing Date, in the case of the items in clause (ii) below, the following
items (except to the extent that any of the following items are to be retained
by a Primary Servicer or Sub-Servicer that will continue to act on behalf of the
applicable Master Servicer as contemplated by the Pooling and Servicing
Agreement and a Primary Servicing Agreement or Sub-Servicing Agreement and
except to the extent that any of the following items relate to any Mortgage Loan
that constitutes a Non-Trust-Serviced Pooled Mortgage Loan): (i) originals or
copies of all financial statements, appraisals, environmental/engineering
reports, transaction screens, seismic assessment reports, leases, rent rolls,
insurance policies and certificates, major space leases, legal opinions and
tenant estoppels and any other relevant documents relating to the origination
and servicing of any Mortgage Loan that are reasonably necessary for the ongoing
administration and/or servicing of the applicable Mortgage Loan in the
possession or under the control of the Mortgage Loan Seller that relate to the
Mortgage Loans transferred by it to the Purchaser and, to the extent that any
original documents are not required to be a part of a Mortgage File for any such
Mortgage Loan, originals or copies of all documents, certificates and opinions
in the possession or under the control of the Mortgage Loan Seller that were
delivered by or on behalf of the related Borrowers in connection with the
origination of such Mortgage Loans (provided that the Mortgage Loan Seller shall
not be required to deliver any attorney-client privileged communication, draft
documents or any documents or materials prepared by it or its Affiliates for
internal uses, including without limitation, credit committee briefs or
memoranda and other internal approval documents); and (ii) all unapplied Reserve
Funds and Escrow Payments in the possession or under the control of the Mortgage
Loan Seller that relate to the Mortgage Loans.
(f) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Mortgage Loan Seller shall report its
transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale
of the Mortgage Loans to the Purchaser in exchange for the consideration
specified in Section 1 hereof. In connection with the foregoing, the Mortgage
Loan Seller shall cause all of its records to reflect such transfer as a sale
(as opposed to
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a secured loan) and to reflect that the Mortgage Loans are no longer property of
the Mortgage Loan Seller.
(g) The Mortgage Loan Schedule, as it may be amended from time to
time, shall conform to the requirements set forth in the Pooling and Servicing
Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or
receipt of notice of any error on the Mortgage Loan Schedule, amend such
Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case
may be, an amended Mortgage Loan Schedule; provided that this sentence shall not
be construed to relieve the Mortgage Loan Seller of any liability for any
related Breach.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review. The Mortgage Loan Seller shall reasonably cooperate with any examination
of the Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or
before the Closing Date. The fact that the Purchaser has conducted or has failed
to conduct any partial or complete examination of any of the Mortgage Files for,
and/or any of such other documents and records relating to, the Mortgage Loans,
shall not affect the Purchaser's right to pursue any remedy available in equity
or at law for a breach of the Mortgage Loan Seller's representations and
warranties made pursuant to Section 4, except as expressly set forth in Section
5.
SECTION 4. Representations, Warranties and Covenants of the Mortgage
Loan Seller and the Purchaser.
(a) The Mortgage Loan Seller hereby makes, as of the Closing Date
(and, in connection with any replacement of a Defective Mortgage Loan (as
defined in Section 4(d) hereof) with one or more Replacement Mortgage Loans
(also as defined in Section 4(d) hereof), pursuant to Section 5(a) hereof, as of
the related date of substitution), to and for the benefit of the Purchaser, each
of the representations and warranties set forth in Exhibit B-1. The Purchaser
hereby makes, as of the Closing Date, to and for the benefit of the Mortgage
Loan Seller, each of the representations and warranties set forth in Exhibit
B-2.
(b) The Mortgage Loan Seller hereby makes, as of the Closing Date
(or as of such other date specifically provided in the particular representation
or warranty), to and for the benefit of the Purchaser, each of the
representations and warranties set forth in Exhibit C.
(c) The Mortgage Loan Seller hereby represents and warrants, as of
the Closing Date, to and for the benefit of BSCMSI only, that the Mortgage Loan
Seller has not dealt with any broker, investment banker, agent or other person
(other than the Depositor, the Underwriters and the Initial Purchasers) who may
be entitled to any commission or compensation in connection with the sale to the
Purchaser of the Mortgage Loans.
(d) The Mortgage Loan Seller hereby represents and warrants that,
with respect to the Mortgage Loans and the Mortgage Loan Seller's role as
"originator" (or the role of any third party as "originator" of any Mortgage
Loan for which the Mortgage Loan Seller was not the originator) and "sponsor" in
connection with the issuance of the Registered Certificates, the information
regarding the Mortgage Loans, the related Borrowers, the related Mortgaged
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Properties and/or the Mortgage Loan Seller contained in the Prospectus
Supplement complies in all material respects with the applicable disclosure
requirements of Regulation AB.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Mortgage Loan Seller hereby agrees to
provide the Purchaser (or with respect to any Serviced Non-Pooled Pari Passu
Companion Loan that is deposited into an Other Securitization, the depositor in
such Other Securitization) and the Certificate Administrator with any Additional
Form 10-D Disclosure and any Additional Form 10-K Disclosure opposite which
"Pooled Mortgage Loan Seller" is set forth on Schedule IX and Schedule X to the
Pooling and Servicing Agreement within the time periods and in accordance with
the provisions set forth in the Pooling and Servicing Agreement.
(f) The Mortgage Loan Seller hereby agrees that it shall be deemed
to make to and for the benefit of the Purchaser, as of the date of substitution,
with respect to any replacement mortgage loan (a "Replacement Mortgage Loan")
that is substituted for a Defective Mortgage Loan, by the Mortgage Loan Seller
pursuant to Section 5(a) of this Agreement, each of the representations and
warranties set forth in Exhibit C to this Agreement. From and after the date of
substitution, each Replacement Mortgage Loan, if any, shall be deemed to
constitute a "Mortgage Loan" hereunder for all purposes. A "Defective Mortgage
Loan" is any Mortgage Loan as to which there is an unremedied Material Breach or
Material Document Defect.
(g) It is understood and agreed that the representations and
warranties set forth in or made pursuant to this Section 4 shall survive
delivery of the respective Mortgage Files to the Purchaser or its designee and
shall inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement or assignment.
SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.
(a) The Mortgage Loan Seller shall, not later than 90 days from
discovery by the Mortgage Loan Seller, or the receipt by the Mortgage Loan
Seller of notice, of any Material Breach or Material Document Defect with
respect to any Mortgage Loan (or, if such Material Breach or Material Document
Defect, as the case may be, related to whether such Mortgage Loan is, or as of
the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the
related date of substitution), was a Qualified Mortgage, and provided that the
Mortgage Loan Seller discovered or received prompt written notice thereof,
within 90 days after any earlier discovery by the Mortgage Loan Seller or any
party to the Pooling and Servicing Agreement of such Material Breach or Material
Document Defect, as the case may be) (such 90-day period, in any case, the
"Initial Resolution Period"), correct or cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Mortgage Loan at the applicable Purchase Price; provided that if the
Mortgage Loan Seller certifies to the Trustee in writing (i) that such Material
Document Defect or Material Breach, as the case may be, does not relate to
whether the affected Mortgage Loan is or, as of the Closing Date (or, in the
case of a Replacement Mortgage Loan, as of the related date of substitution),
was a Qualified Mortgage, (ii) that such Material Document Defect or Material
Breach, as the case may be, is capable of being cured but not within the
applicable Initial Resolution Period, (iii) that such Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, as the case may be, during the applicable Initial
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Resolution Period, and (iv) that such Mortgage Loan Seller anticipates that such
Material Document Defect or Material Breach, as the case may be, will be cured
within an additional 90-day period (such additional 90-day period, the
"Resolution Extension Period"), then the Mortgage Loan Seller shall have an
additional period equal to any such applicable Resolution Extension Period to
complete such correction or cure (or, upon failure to complete such correction
or cure, to repurchase the affected Mortgage Loan); and provided, further, that,
in lieu of repurchasing the affected Mortgage Loan as contemplated above (but,
in any event, no later than such repurchase would have to have been completed),
such Mortgage Loan Seller shall be permitted, during the three-month period
following the Startup Day for the REMIC Pool that holds the affected Mortgage
Loan (or during the two-year period following such Startup Day if the affected
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury regulation section 1.860G-2(f)), to
replace the affected Mortgage Loan with one or more Qualifying Substitute
Mortgage Loans and to pay a cash amount equal to the applicable Substitution
Shortfall Amount. The parties hereto agree that delivery by the Trustee (or a
Custodian on its behalf) of a certification or schedule of exceptions to the
Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement shall not
in and of itself constitute delivery of notice of any Material Document Defect
or knowledge of the Mortgage Loan Seller of any Material Document Defect
therein. If any Mortgage Loan is to be repurchased or replaced as contemplated
by this subsection, the Purchaser or its designee shall be entitled to designate
the account to which funds in the amount of the applicable Purchase Price or
Substitution Shortfall Amount (as the case may be) are to be wired. Any such
repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing
released basis. Notwithstanding this subsection, the absence from the Mortgage
File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and
indemnity with a copy of the Mortgage Note) and (ii) by the first anniversary of
the Closing Date of originals or copies of the following documents (without the
presence of any factor that reasonably mitigates such absence, non-conformity or
irregularity) or of any Specially Designated Mortgage Loan Document shall be
conclusively presumed to be a Material Document Defect and shall obligate the
Mortgage Loan Seller to cure such Material Document Defect, or, failing that,
repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance
with the procedures set forth herein: (a) the Mortgage and any separate
Assignment of Leases as described by clauses (ii) and (iii) of the definition of
"Mortgage File"; (b) the title insurance policy as described in clause (viii) of
the definition of "Mortgage File" (or, if the policy has not yet been issued, an
original or copy of a written commitment "marked-up" at the closing of such
Mortgage Loan, interim binder or the pro forma title insurance policy, in each
case evidencing a binding commitment to issue such policy); or (c) the
assignment of Mortgage (and any separate Assignment of Leases) as described by
clause (iv) of the definition of "Mortgage File". For purposes of this
paragraph, the relevant definition of "Mortgage File" shall be the definition of
such term set forth in the Pooling and Servicing Agreement as in full force and
effect on the Closing Date.
The remedies provided for in this subsection with respect to any
Material Document Defect or Material Breach with respect to any Mortgage Loan
shall apply to the related REO Property.
If (x) a Defective Mortgage Loan is to be repurchased or replaced as
described above, (y) such Defective Mortgage Loan is part of a
Cross-Collateralized Group and (z) the applicable document defect or breach does
not constitute a Material Document Defect or
9
Material Breach, as the case may be, as to the other Mortgage Loan(s) that are a
part of such Cross-Collateralized Group (the "Other Crossed Loans") (without
regard to this paragraph), then the applicable Document Defect or Breach (as the
case may be) shall be deemed to constitute a Material Document Defect or
Material Breach (as the case may be) as to each such Other Crossed Loan for
purposes of the above provisions, and the Mortgage Loan Seller shall be
obligated to repurchase or replace each such Other Crossed Loan in accordance
with the provisions above unless, in the case of such Breach or Document Defect:
(A) the Mortgage Loan Seller (at its expense) delivers or
causes to be delivered to the Trustee an Opinion of Counsel to the effect
that its repurchase of only those Mortgage Loans as to which a Material
Breach has actually occurred without regard to the provisions of this
paragraph (the "Affected Loan(s)") and the operation of the remaining
provisions of this Section 5(a) will not result in an Adverse REMIC Event
with respect to any REMIC Pool, or an Adverse Grantor Event with respect
to either Grantor Trust Pool, under the Pooling and Servicing Agreement;
and
(B) both of the following conditions would be satisfied if
the Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:
(i) the debt service coverage ratio for all such Other
Crossed Loan (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement is not
less than the least of (A) 0.10x below the debt service coverage
ratio for the Cross-Collateralized Group (including the Affected
Loan(s)) set forth in Appendix B to the Prospectus Supplement, (B)
the debt service coverage ratio for the Cross-Collateralized Group
(including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement and (C) 1.25x; and
(ii) the loan-to-value ratio for the Other Crossed
Loans is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number (taken to one decimal place), for
the Cross-Collateralized Group (including the Affected Loan(s)) set
forth in Appendix B to the Prospectus Supplement plus 10%, (B) the
loan-to-value ratio for the Cross-Collateralized Group (including
the Affected Loan(s)) at the time of repurchase or replacement, and
(C) 75%.
The determination of the applicable Master Servicer as to whether the conditions
set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error. The applicable Master Servicer will be entitled to
cause to be delivered, or direct the Mortgage Loan Seller to (in which case the
Mortgage Loan Seller shall) cause to be delivered, to the applicable Master
Servicer an Appraisal of any or all of the related Mortgaged Properties for
purposes of determining whether the condition set forth in clause (ii) above has
been satisfied, in each case at the expense of the Mortgage Loan Seller if the
scope and cost of the Appraisal is approved by the Mortgage Loan Seller and the
Controlling Class Representative (such approval not to be unreasonably withheld
in each case).
10
With respect to any Defective Mortgage Loan that forms a part of a
Cross-Collateralized Group and as to which the conditions described in the
preceding paragraph are satisfied, such that the Trust Fund will continue to
hold the Other Crossed Loans, the Mortgage Loan Seller and the Purchaser agree
to forbear from enforcing any remedies against the other's Primary Collateral
but each is permitted to exercise remedies against the Primary Collateral
securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trustee,
so long as such exercise does not impair the ability of the Mortgage Loan Seller
to exercise its remedies against its Primary Collateral. If the exercise of
remedies by one such party would impair the ability of the other such party to
exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other
such party, then both parties shall forbear from exercising such remedies unless
and until the Mortgage Loan Documents evidencing and securing the relevant
Mortgage Loans can be modified in a manner that complies with this Agreement to
remove the threat of impairment as a result of the exercise of remedies. Any
reserve or other cash collateral or letters of credit securing any of the
Cross-Collateralized Loans shall be allocated between the Mortgage Loans in
accordance with the Mortgage Loan Documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. All other terms of the
Mortgage Loans shall remain in full force and effect, without any modification
thereof. The Borrowers set forth on Schedule V to the Pooling and Servicing
Agreement are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Borrower's consent.
All costs and expenses incurred by the Trustee and the applicable
Master Servicer with respect to any Cross-Collateralized Group pursuant to the
preceding paragraph shall be included in the calculation of Purchase Price for
the Affected Loan(s) to be repurchased or replaced.
(b) Whenever one or more Replacement Mortgage Loans are
substituted for a Defective Mortgage Loan by the Mortgage Loan Seller as
contemplated by this Section 5, upon direction by the applicable Master
Servicer, the Mortgage Loan Seller shall deliver to the Trustee the related
Mortgage File and a certification to the effect that such Replacement Mortgage
Loan satisfies or such Replacement Mortgage Loans satisfy, as the case may be,
all of the requirements of the definition of "Qualifying Substitute Mortgage
Loan". No mortgage loan may be substituted for a Defective Mortgage Loan as
contemplated by this Section 5 if the Mortgage Loan to be replaced was itself a
Replacement Mortgage Loan, in which case, absent a cure of the relevant Material
Breach or Material Document Defect, the affected 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 corresponding Deleted Mortgage
Loan (if any) after its respective Cut-off Date and on or prior to the related
date of substitution, shall be part of the Trust Fund. 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
corresponding Deleted Mortgage Loan (if any) after the related date of
substitution, shall not be part of the Trust Fund and are to be remitted by the
applicable Master Servicer to the Mortgage Loan Seller promptly following
receipt.
11
If any Mortgage Loan is to be repurchased or replaced by the
Mortgage Loan Seller as contemplated by this Section 5, upon direction by the
applicable Master Servicer, the Mortgage Loan Seller shall amend the Mortgage
Loan Schedule to reflect the removal of any Deleted Mortgage Loan and, if
applicable, the substitution of the related Replacement Mortgage Loan(s) and
deliver or cause the delivery of such amended Mortgage Loan Schedule to the
parties to the Pooling and Servicing Agreement. Upon any substitution of one or
more Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement
Mortgage Loan(s) shall become part of the Trust Fund and be subject to the terms
of this Agreement in all respects.
(c) Upon the date when the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Mortgage Loan
repurchased or replaced by the related Mortgage Loan Seller as contemplated by
this Section 5 has been deposited in the account designated therefor by the
Purchaser (or the applicable Master Servicer on its behalf), and further, if
applicable, upon receipt by the Purchaser (or the Trustee or a Custodian
appointed thereby) of the Mortgage File for each Replacement Mortgage Loan (if
any) to be substituted for a Deleted Mortgage Loan, together with any
certifications and/or opinions required pursuant to this Section 5 to be
delivered by the Mortgage Loan Seller, the Purchaser (or the Trustee) shall (i)
release or cause the release of the Mortgage File and any Additional Collateral
held by or on behalf of the Purchaser (or the Trustee) for the Deleted Mortgage
Loan to the Mortgage Loan Seller or its designee and (ii) execute and deliver
such instruments of release, transfer and/or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Mortgage Loan Seller or its designee the ownership of the Deleted Mortgage Loan,
and the Purchaser (or the applicable Master Servicer on its behalf) shall notify
the affected Borrowers of the transfers of the Deleted Mortgage Loan(s) and any
Replacement Mortgage Loan(s). In connection with any such repurchase or
substitution by the Mortgage Loan Seller, each of the applicable Master Servicer
and the Special Servicer (or other servicing agent for the Purchaser) shall
deliver to the Mortgage Loan Seller or its designee any portion of the related
Servicing File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of such Master Servicer or the Special Servicer
(or other servicing agent for the Purchaser), as the case may be, with respect
to the Deleted Mortgage Loan, in each case at the expense of the Mortgage Loan
Seller.
(d) It is understood and agreed that the obligations of the
Mortgage Loan Seller set forth in this Section 5 to cure a Material Breach or a
Material Document Defect, or to repurchase or replace the related Defective
Mortgage Loan(s), constitute the sole remedies available to the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders with
respect to a Breach or Document Defect in respect of any Mortgage Loan.
Notwithstanding the foregoing, to the extent (but only to the
extent) that (A) the Mortgage Loan Seller represents in the representation and
warranty set forth in the final sentence of paragraph 23 or the representation
and warranty set forth in the final sentence of paragraph 29 of Exhibit C
attached hereto that the Borrower under a Mortgage Loan is required to pay, or
that the lender is entitled to charge the Borrower for, a cost or expense
described in such sentence, (B) such representation and warranty is untrue with
respect to such cost or expense, (C) the Purchaser actually incurs such cost or
such expense, (D) the Purchaser (or a Person acting on
12
behalf of the Purchaser) exercises efforts consistent with the Servicing
Standard and the related Mortgage Loan Documents to collect such cost or expense
from the Borrower and (E) the Borrower does not pay such cost or expense at or
before the conclusion of the efforts described in the preceding clause (D), then
the Mortgage Loan Seller hereby covenants and agrees (it being the intention of
the parties that all, and not less than all, of the conditions described in the
preceding clauses (A), (B), (C), (D) and (E) shall be precedent to such covenant
and agreement) to pay such cost or expense within 90 days following a direction
by the Purchaser (or a Person acting on behalf of the Purchaser) to do so. Also
notwithstanding the foregoing, the remedy described in the immediately preceding
sentence shall constitute the sole remedy available to the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders with
respect to any breach of any representation described in clause (A) of the
immediately preceding sentence, the Mortgage Loan Seller shall not otherwise
have any obligation to cure such a breach and the Mortgage Loan Seller shall not
have any obligation to repurchase or replace the affected Mortgage Loan.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Sidley Austin LLP, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on the
Closing Date.
The Closing shall be subject to each of the following conditions:
(i) All of the representations and warranties of the Mortgage
Loan Seller made pursuant to Section 4 of this Agreement shall be true and
correct in all material respects as of the Closing Date;
(ii) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and, in the case of the Pooling and Servicing
Agreement (insofar as such Agreement affects the obligations of the
Mortgage Loan Seller hereunder), to the Mortgage Loan Seller, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(iii) The Mortgage Loan Seller shall have delivered and released
to the Purchaser or its designee, all documents, funds and other assets
required to be delivered thereto pursuant to Section 2 of this Agreement;
(iv) The result of any examination of the Mortgage Files for, and
any other documents and records relating to, 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 in all material respects, and the Mortgage Loan 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 by it after the
Closing Date;
13
(vi) The Mortgage Loan Seller shall have paid all fees and
expenses payable by it to the Purchaser or otherwise pursuant to this
Agreement;
(vii) the Mortgage Loan Seller shall have received the purchase
price for the Mortgage Loans, as contemplated by Section 1; and
(viii) Neither the Underwriting Agreement nor the Certificate
Purchase Agreement shall have been terminated in accordance with its
terms.
Each of the parties agrees 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 7. Closing Documents. The Purchaser or its designee shall
have received all of the following Closing Documents, in such forms as are
agreed upon and acceptable to the Purchaser, the Underwriters, the Initial
Purchasers and the Rating Agencies (collectively, the "Interested Parties"), and
upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the
Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the
Indemnification Agreement, duly executed by the respective parties
thereto;
(iii) An Officer's Certificate substantially in the form of
Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of
the Mortgage Loan Seller, in his or her individual capacity, and dated the
Closing Date, and upon which the Interested Parties may rely, attaching
thereto as exhibits (A) the resolutions of the board of directors of the
Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into
the transactions contemplated by this Agreement and the Indemnification
Agreement, and (B) the organizational documents of the Mortgage Loan
Seller;
(iv) A certificate of good standing with respect to the Mortgage
Loan Seller issued by the Comptroller of the Currency of the United States
not earlier than 60 days prior to the Closing Date, and upon which the
Interested Parties may rely;
(v) A Certificate of the Mortgage Loan Seller substantially in
the form of Exhibit D-2 hereto, executed by an executive officer of the
Mortgage Loan Seller on the Mortgage Loan Seller's behalf and dated the
Closing Date, and upon which the Interested Parties may rely;
(vi) The written opinion of in-house counsel for the Mortgage
Loan Seller, dated the Closing Date and addressed to the Interested
Parties and the Trustee, which opinion shall be substantially in the form
of Exhibit D-3A hereto (with such additions, deletions or modifications as
may be required by either Rating Agency);
(vii) A written opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, special
counsel for the Mortgage Loan Seller, dated the Closing Date and addressed
to the Interested
14
Parties and the Trustee, which opinion shall be substantially in the form
of Exhibit D-3B hereto (with such additions, deletions or modifications as
may be required by either Rating Agency);
(viii) A letter from Xxxxxxx Xxxxx LLP, special counsel for the
Mortgage Loan Seller, dated the Closing Date and addressed to BSCMSI and
the Underwriters, which letter shall be substantially in the form of
Exhibit D-3C hereto;
(ix) copies of all other opinions rendered by counsel for the
Mortgage Loan Seller to the Rating Agencies in connection with the
transactions contemplated by this Agreement, including, but not limited
to, with respect to the characterization of the transfer of the Mortgage
Loans hereunder as a true sale, with each such opinion to be addressed to
the other Interested Parties and the Trustee or accompanied by a letter
signed by such counsel stating that the other Interested Parties and the
Trustee may rely on such opinion as if it were addressed to them as of
date thereof;
(x) One or more comfort letters from Deloitte & Touche LLP,
certified public accountants, dated the date of any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, respectively,
and addressed to, and in form and substance acceptable to, the Interested
Parties (other than the Rating Agencies), stating in effect that, using
the assumptions and methodology used by BSCMSI or the Underwriters, as
applicable, 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 preliminary Prospectus Supplement, the Prospectus
Supplement and the Memorandum, compared the results of their calculations
to the corresponding items in any preliminary Prospectus Supplement, the
Prospectus Supplement and the Memorandum, respectively, and found each
such number and percentage set forth in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, respectively, to
be in agreement with the results of such calculations; and
(xi) Such further certificates, opinions and documents as the
Purchaser may reasonably request or any Rating Agency may require.
SECTION 8. Costs. Whether or not this Agreement is terminated, the
costs and expenses incurred in connection with the transactions herein
contemplated shall be allocated pursuant to the terms of a settlement statement
dated the Closing Date.
SECTION 9. 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
similar mailed writing, if to the Purchaser, addressed to the Purchaser at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: J. Xxxxxxxxxxx Xxxxxxx,
Senior Managing Director, Commercial Mortgage Department (with copies to the
attention of Xxxxxx X. Xxxxxxxxx, Xx., Managing Director, Legal Department), or
such other address as may be designated by the Purchaser to the Mortgage Loan
Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage
Loan Seller at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxx Xxxxxxxxx (with copies to the attention of
15
Xxxxxx X. Xxxxxxx, Esq., Xxxxx Fargo Bank, National Association, 000 Xxxxxx
Xxxxxx, 0xx Xxxxx, XXX X0000-000, San Francisco, California 94107), or such
other address as may be designated by the Mortgage Loan Seller to the Purchaser
in writing.
SECTION 10. Miscellaneous. Neither this Agreement nor any term or
provision hereof may be changed, waived, discharged or terminated except by a
writing signed by a duly authorized officer of the party against whom
enforcement of such change, waiver, discharge or termination is sought to be
enforced. This Agreement may be executed in any number of counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
together constitute but one and the same instrument. This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns, and no other person will have any right or obligation
hereunder. 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 adversely affect, the Mortgage Loan Seller, without
the consent of the Mortgage Loan Seller.
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 Mortgage Loan Seller delivered pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Mortgage Loan Seller to BSCMSI and by BSCMSI to the Trust,
notwithstanding any restrictive or qualified endorsement or assignment in
respect of any Mortgage Loan.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or 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 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. Governing Law; Consent to Jurisdiction; Waiver of Trial
by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND
TO BE PERFORMED ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY
IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL
COURTS SITTING IN THE BOROUGH OF MANHATTAN 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
16
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;
(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; AND (V) WAIVES TO THE EXTENT PERMITTED BY
APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR
ARISING OUT OF THIS AGREEMENT.
SECTION 14. Further Assurances. The Mortgage Loan Seller and the
Purchaser each agrees to execute and deliver such instruments and take such
further actions as any other party hereto may, from time to time, reasonably
request in order to effectuate the purposes and to carry out the terms of this
Agreement.
SECTION 15. Successors and Assigns. The rights and obligations of
the Mortgage Loan Seller under this Agreement shall not be assigned by the
Mortgage Loan Seller without the prior written consent of the Purchaser, except
that any person into which the Mortgage Loan Seller may be merged or
consolidated, or any person resulting from any merger, conversion or
consolidation to which the Mortgage Loan Seller is a party, or any person
succeeding to all or substantially all of the business of the Mortgage Loan
Seller, shall be the successor to the Mortgage Loan Seller hereunder. In
connection with its transfer of the Mortgage Loans to the Trust as contemplated
by the recitals hereto, BSCMSI is expressly authorized to assign its rights
under this Agreement, in whole or in part, to the Trustee for the benefit of the
registered holders and beneficial owners of the Certificates. To the extent of
any such assignment, the Trustee, for the benefit of the registered holders and
beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject
to the foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller and the Purchaser, and their respective
successors and permitted assigns.
SECTION 16. Information. The Mortgage Loan Seller shall provide the
Purchaser with such information about itself, the Mortgage Loans and the
underwriting and servicing procedures applicable to the Mortgage Loans as is (i)
customary in commercial mortgage loan securitization transactions, (ii) required
by a Rating Agency or a governmental agency or body or (iii) reasonably
requested by the Purchaser for use in a public or private disclosure document.
SECTION 17. 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 Group"), by their terms, cross-defaulted
and cross-collateralized, if identified as such 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 17 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 Exhibit C hereto and each of the
capitalized terms used herein but defined in the Pooling and Servicing
Agreement, shall be interpreted in a manner consistent with this Section 17. In
17
addition, if there exists with respect to any Cross-Collateralized Group 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 Group, the inclusion of the original of such document in
the Mortgage File for any of the Mortgage Loans constituting such
Cross-Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.
SECTION 18. Entire Agreement. Except as otherwise expressly
contemplated hereby, this Agreement constitutes the entire agreement and
understanding of the parties with respect to the matters addressed herein, and
this Agreement supersedes any prior agreements and/or understandings, written or
oral, with respect to such matters.
[SIGNATURE PAGE FOLLOWS]
18
IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxx X Xxxxxxxxx
---------------------------
Name: Xxxxxx X Xxxxxxxxx
Title: Executive Vice President
BEAR XXXXXXX COMMERCIAL
MORTGAGE SECURITIES INC.
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
WFB MLPA
EXHIBIT A
SCHEDULE OF XXXXX FARGO BANK POOLED MORTGAGE LOANS
BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC., SERIES 2007-PWR17
MORTGAGE LOAN SCHEDULE
SELLER CMSA CMSA
LOAN ID ID LOAN NO. PROPERTY NO. PROPERTY NAME (1)
----------------------------------------------------------------------------------------------------------------------------------
510906939 1 1 DRA / Colonial Office Portfolio
510906939 1-a 0-000 Xxxxxxxx Inter. Business Ctr.
510906939 1-b 1-002 Research Office Park
----------------------------------------------------------------------------------------------------------------------------------
510906939 0-x 0-000 XX xx Xxxx Xxxx
510906939 1-d 0-000 Xxxxxxxx Xxxxx I & II
510906939 1-e 1-005 CC at Colonnade
510906939 0-x 0-000 Xxxxxxxxx Xxxxxx
510906939 0-x 0-000 XX Xxxx Xxxx Combined
----------------------------------------------------------------------------------------------------------------------------------
510906939 1-h 1-008 Concourse Center
510906939 1-i 0-000 XX xx Xxxx Xxxx 600
510906939 1-j 0-000 Xxxxxxxxxx Center
510906939 1-k 1-011 International Office Park
510906939 1-l 1-012 Colonial Center at Bayside
----------------------------------------------------------------------------------------------------------------------------------
510906939 1-m 0-000 Xxxxxxxx Xxxxxx at Blue Lake
510906939 1-n 1-014 Shops at Colonnade - Retail
510906939 1-o 0-000 Xxxxxxxx Xxxxx
510906939 1-p 0-000 Xxxxxxxxx
510906939 1-q 0-000 Xxxxxxxx Office Building
----------------------------------------------------------------------------------------------------------------------------------
510906939 1-r 1-018 HIBC 1000 Building
510906939 1-s 1-019 One Independence Plaza
510906940 4 4 4-001 1101 New York Avenue
510906196 8 8 DRA Retail Portfolio
510906196A 8-a 0-000 Xxxxxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
510906196B 8-b 0-000 Xxxxxxxxx
510906196C 0-x 0-000 Xxxxxxx Xxxx
310906483 9 9 9-001 AMLI Midtown
310906589 17 17 17-001 800 El Camino Real
310905296 21 21 21-001 Palm Valley Medical Building
----------------------------------------------------------------------------------------------------------------------------------
310906332 24 24 00-000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
310904871 29 29 00-000 Xxxxxxxx Medical Plaza
310906558 31 31 00-000 Xxxxxxxx Market Fontana
310906776 33 33 33-001 ANC - Parkway Medical
310906247 34 34 00-000 Xxxxxxxxx Xxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
310905295 41 41 00-000 Xxxxxxxx Medical Building
310906391 44 44 44-001 Niagara Water
310906620 50 50 50-001 Ramada Newark Airport
310906299 51 51 51-001 North Los Altos Shopping Center
310905537 56 56 56-001 Miramar Commercial Center
----------------------------------------------------------------------------------------------------------------------------------
310906778 57 57 57-001 ANC - 1301 & 1401 GV Parkway
310906088 59 59 59-001 PGA Professional Center
310906642 70 70 00-000 Xxxxxxxxx Xxx - Xxxxxxxxx, XX
000000000 71 71 00-000 Xxx Xxxxx Xxxxxxx
310906174 74 74 00-000 Xxxx Xxxx Xx
----------------------------------------------------------------------------------------------------------------------------------
310905865 77 77 77-001 Eagle Landing Apartments
310906644 80 80 00-000 Xxxxxxx Xxx - Xxxxxxxxxx, XX
000000000 84 84 84-001 The Ventura Shopping Center
310906477 89 89 89-001 Zinfandel Ranch Apartments
310906684 90 90 00-000 Xxxxxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
310906148 95 95 95-001 El Portal Office
310906770 96 96 96-001 Foothill Corporate
310906547 104 104 104-001 Silver Creek
310906590 108 108 108-001 Marina Dunes
310906742 111 111 111-001 Aetna Building
----------------------------------------------------------------------------------------------------------------------------------
310905446 113 113 000-000 Xxxxxxx Xxxx
310906346 114 114 114-001 Sandpointe Apartments
310906549 115 115 115-001 200 Tech
310906256 117 117 000-000 Xxxxx Xxx - Xxxxxx, XX
000000000 119 119 119-001 Ray's Food Place
----------------------------------------------------------------------------------------------------------------------------------
310906502 120 120 120-001 Borders Tacoma
310906675 000 000 000-001 Aztec Mobile Home Park
310906301 123 123 123-001 CVS - Starbucks Paramount
310906394 124 124 124-001 Carneros Self Storage - Napa
310906027 125 125 125-001 Alameda Shopping Center
----------------------------------------------------------------------------------------------------------------------------------
310906597 132 132 Rite Aid Portfolio
310906597A 132-a 132-001 Rite Aid Parma-OH
310906597B 132-b 132-002 Rite Aid Hyden-KY
310906597C 132-c 132-003 Rite Aid Dumfries-VA
310906189 133 133 000-000 Xxxxxxxxx Xxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
310906106 135 135 135-001 South Fountain View Office Center
610906270 144 144 144-001 Shepherd Ranch Shopping Plaza
310906688 145 145 145-001 Crown Plaza Office
310906142 147 147 147-001 Lakewood Collection
310906246 149 149 149-001 Saline Shopping Center
----------------------------------------------------------------------------------------------------------------------------------
410906631 153 153 153-001 CVS Pharmacy Newbury Park
410906480 155 155 000-000 Xxxxxxxxx Xxxxxxx
410906182 158 158 000-000 Xxxxxx Xxxxx
410906376 160 160 160-001 000 Xxxxx Xxxx
410906499 162 162 162-001 10471 Grant Line
----------------------------------------------------------------------------------------------------------------------------------
410905964 167 167 167-001 2050 Kestrel Avenue Industrial
410906005 168 168 168-001 Xxxxx Building
410906393 169 169 169-001 Walgreens - Brick, New Jersey
410906243 171 171 171-001 Xxxxx Fargo - Gulf Freeway
310905113 173 173 173-001 Country Inn & Suites Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
620905484 174 174 174-001 Rite Aid Barstow
620905485 175 175 175-001 Rite Aid Coachella
410906683 179 179 179-001 000 Xxxx Xxxxxx
410906330 184 184 000-000 Xxxxxx Xxxx Apartments
410906447 187 187 187-001 Park 16 Office Building
----------------------------------------------------------------------------------------------------------------------------------
410906172 190 190 190-001 Rite Aid Fallbrook
410906625 191 191 000-000 Xxxxxxxx Xxxxxxx Apartments
410906404 194 194 194-001 Florida Secure Storage
410906729 196 196 000-000 Xxxxxxx Xxxxx Retail Center
410906190 197 197 197-001 000 Xx Xxxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------------
410906471 199 199 199-001 Scolari's
410906061 200 200 200-001 Airport Business Park
410906205 201 201 201-001 Lake Meridian Station
410905763 202 202 202-001 Piggly Wiggly - Kaukauna, WI
410906307 207 207 207-001 The Xxxxx Building
----------------------------------------------------------------------------------------------------------------------------------
410906080 210 210 000-000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
410906162 211 211 211-001 Superior Industrial Center
410906377 213 213 000-000 Xxxxxx Xxxxx
410906052 214 214 214-001 Shops at Xxxxxxxx Road
410906587 216 216 216-001 Priority Health Office Building
----------------------------------------------------------------------------------------------------------------------------------
410906591 217 217 217-001 Trillium Townhomes Phase II
410906454 218 218 218-001 Total Roofing Building
410906141 219 219 000-000 Xxxxxxx Xxxxxx
410905986 224 224 000-000 Xxxxx Xxxxxx Xxxxx
410906452 225 225 225-001 Rust Building
----------------------------------------------------------------------------------------------------------------------------------
620906559 226 226 000-000 Xxxxxx Xxxxxx Xxxxxxx Shops
310906333 227 227 227-001 Silver Diner Falls Church
410906507 230 230 230-001 000 Xxxxxxxx Xxxxxx
410906022 232 232 232-001 The Shops at Costco Plaza
410905757 233 233 233-001 Xxxxxx and Baronne Self Storage
----------------------------------------------------------------------------------------------------------------------------------
410905492 234 234 000-000 XX- Xxxxxx-Xxxxxx Xxxxx
410906445 235 235 235-001 00000 X. Xxxxxxxxxx Xxxxxx Industrial
410906632 240 240 240-001 000 X. Xxxxxxx Xxxxx Retail Center
410906501 241 241 241-001 Office Max Chesapeake
410906389 242 242 242-001 Chicago Title Office Complex
----------------------------------------------------------------------------------------------------------------------------------
410905551 244 244 000-000 Xxxxxxxxx Xxxxxxxxx - Xxxxxx, XX
000000000 246 246 246-001 Eastside Self Storage - Cincinnati, OH
410906562 247 247 247-001 Rocky Mountain Pies Industrial
410906665 248 248 248-001 0000 Xxxxx Xxxxxx
410906803 249 249 000-000 Xxxxxx - Xxxx Xxxxx, XX
----------------------------------------------------------------------------------------------------------------------------------
410906658 250 250 250-001 National Tire and Battery - Shawnee
410906651 251 251 251-001 Palm Bay Commons
410906086 252 252 000-000 Xxxxxx Xxxxxx Apartments
410906463 253 253 000-000 Xxxxx Xxxxx Retail
410906458 254 254 254-001 Bank of the West Building - Danville
----------------------------------------------------------------------------------------------------------------------------------
410906666 256 256 256-001 000 Xxxxxxx Xxxxxx
620906484 257 257 257-001 000-000 Xxxxxxx Xxxx Industrial
410906396 259 259 259-001 Autozone Paradise
410906692 261 261 261-001 Xxxxxx Xxxx Apartments
410906705 262 262 262-001 ADT Office Building
----------------------------------------------------------------------------------------------------------------------------------
410906720 263 263 000-000 Xxxxxxx Xxxxxxxx - Xxxxxxxxx
410906748 264 264 264-001 La Fortuna Apartments
SELLER
LOAN ID ADDRESS CITY STATE
----------------------------------------------------------------------------------------------------------------------------
510906939 Various Various Various
510906939 300, 400, 701, 801, 901 & 0000 Xxxxxxxxxxxxx Xxxxxxx Xxxx Xxxx XX
510906939 00000-0 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx XXX & XX Xxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
510906939 100, 200 & 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx XX
000000000 4300 & 0000 Xxxxxxx Xxxxxx Xxxxx XX
000000000 3500, 3700 & 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
000000000 0000 Xxxxxxxxx Xxxxxx XX Xxxxxxx XX
000000000 000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxx Xxxx XX
----------------------------------------------------------------------------------------------------------------------------
510906939 3501, 3503, 3505 & 0000 Xxxxxxxx Xxxx Xxxxx XX
000000000 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx XX
510906939 2100, 2200 & 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX
000000000 1800 & 0000 Xxxxxxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx XX
510906939 00000 XX Xxxxxxx 00 Xxxxx Xxxxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
510906939 0000 Xxxx Xxxx Xxxxx Xxxxxxxxxx XX
510906939 0000-0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
510906939 0000 0xx Xxxxxx Xxxxx Xxxxxxxxxx XX
510906939 0000 Xxxxxxx Xxxx Xxxxxxxxx XX
000000000 000 Xxxx Xxxxxxx Xxxxx Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
510906939 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxx Xxxx XX
510906939 One Independence Drive Birmingham AL
510906940 0000 Xxx Xxxx Xxxxxx XX Xxxxxxxxxx XX
000000000 Various Various Various
510906196A 0000-0000 Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
510906196B 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxx XX
000000000X 0000 Xxxxxxxxxxx Xxxx Xxxxxxx Xxxx XX
310906483 0000 Xxxxx Xxxxxx Xxxxxxx XX
000000000 000 X. Xx Xxxxxx Xxxx Xxxxxxxx Xxxx XX
000000000 00000 Xxxx XxXxxxxx Xxxx Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906332 0000 Xxxxxx Xxxx Xxxxx Xxxxxx XX
000000000 0000 X. Xxxxxx Xxxx Xxxxxxx XX
000000000 16184, 16192, 16212, 00000 Xxxxxxxx Xxxx. & 0000 Xxxxxxx XX
Citrus Ave.
310906776 000 X. Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX
310906247 000-000 XX Xxxxxxxxx Xxxx Xxxxxx Xxxx XX
----------------------------------------------------------------------------------------------------------------------------
310905295 00000 Xxxx XxXxxxxx Xxxx Xxxxxxxx XX
310906391 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX
310906620 000 Xxxxx 0 Xxxxx Xxxxxx XX
310906299 2210-2245, 2280, 0000 Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxx XX
& 5555, 0000-0000 Xxxxxxx Xxxxxx
310905537 8990, 8996, & 0000 Xxxxxxx Xxxx Xxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906778 1301 & 0000 X. Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX
000000000 0000 Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX
310906642 0000 Xxxxxxx Xxxxx Xxxxxxxxx XX
000000000 000 Xxxxx Xxxxxx Xxxxxxxx XX
000000000 117-127 & 000-000 Xxxx Xxxx Xxxxxx Xxxxxx DE
----------------------------------------------------------------------------------------------------------------------------
310905865 20240 and 00000 Xxxx Xxxx Xxxx XX
310906644 0000 Xxxxxxxxx Xxx Xxxxxxxxxx XX
000000000 1717 - 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx XX
000000000 00000 Xxxxxx Xxxx. Xxxxxx Xxxxxxx XX
000000000 0000 Xxxxx 0xx Xxxxxx Xxxxxxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906148 3337, 3361, and 0000 X Xxxxxx xxx 000, 000, Xxxxxx XX
and 000 Xxxx Xx Xxxxxx Xxxxx
310906770 0000 Xxxxxx Xxxxxxxx Xxxxxxx Xx Xxxxxx Xxxxx XX
310906547 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx XX
000000000 0000 Xxxxx Xxxxx Xxxxxx XX
000000000 0000 X. Xxxxxxxxxx Xxx. Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310905446 0000 Xxxxxxx Xxxxx Xxxxxxx XX
000000000 000 Xxxxxxx Xxxxx Xxxxxxx XX
000000000 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx XX
000000000 0000 Xxxx XxXxxxx Xxxxxx Xxxxxx XX
310906328 000 Xxxxxx Xxx Xxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906502 0000 X. 00xx Xxxxxx Xxxxxx XX
000000000 0000 X. Xxxxxx Xxxxxx Xxxxx Xxxxxx XX
310906301 0000-0000 Xxxxxxx Xxxx Xxxxxxxxx XX
310906394 00000 Xxxxxx Xxxxx Xxxxxx XX
310906027 0000-0000 X. Xxxxxxxx Xxxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906597 Various Various Various
310906597A 0000 Xxxxx Xxxx Xxxxx XX
000000000X 00000 Xxxxxxx 000 Xxxxx XX
310906597C 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx XX
000000000 00000 Xxx Xxxxx Xxxxxx Xxxx Xxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
310906106 00000 Xxxxxxx Xx Xxxxxxxxxx XX
000000000 0000-0000 X. Xxxxxxxx Xxx. Xxxxxx XX
310906688 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx XX
310906142 0000-0000 X Xxxxx Xxxxxx xxx 0000-0000 Xxxxxxxx XX
Candlewood Street
310906246 501 - 000 Xxxx Xxxxxxxx Xxx Xxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906631 000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxx XX
410906480 00000 Xxxxxx Xxxx Xx Xx Xxxxx XX
000000000 0000 Xxxxxx Xxxxx Xxxx Xxxx XX
000000000 000 Xxxxx Xxxx Xxxxxxxxx XX
410906499 00000 Xxxxx Xxxx Xxxx Xxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410905964 0000 Xxxxxxx Xxxxxx XxXxxx XX
000000000 000 0xx Xxxxxx Xxx Xxxxxxxxx XX
000000000 0000 Xxxxx 00 Xxxxx XX
410906243 00000 Xxxx Xxxxxxx Xxxxxxx XX
000000000 0000 Xxxxxxx 000 Xxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
620905484 0000 Xxxxxxx Xxxx Xxxxxxx XX
000000000 0000 X Xxxxxxxx Xx Xxxxxxxxx XX
000000000 000 Xxxx Xxxxxx Xxx Xxxxxxxxx XX
410906330 1876 & 0000 Xxxx Xxxxxx Xxxx Xxxxx XX
000000000 0000 Xxxxx 00xx Xxxxxx Xxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906172 0000 X. Xxxxxxx Xxxx Xxxxxxxxx XX
410906625 0000 X. Xxxxx Xxxx Xxxxxxxxx XX
000000000 00000 Xxxxxxxxx Xxxxxx Xxxxxxxxx XX
410906729 000 Xxxxxxx Xxxx Xxxxxxxxxx XX
410906190 000 Xx Xxxxx Xxxxxxxxx Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906471 0000 Xxxxxx Xxxxxx Xxxx Xxxxxx XX
000000000 0000-0000 00xx Xxxxxx Xxxxxxxxx Xxxxx XX
410906205 00000 XX 000xx Xx. Xxxx XX
410905763 0000 Xxxxxx Xxxxxx Xxxxxxxx XX
000000000 000 X. Xxxxxxx Xxxxxx Xxxxxxxxxxx IN
----------------------------------------------------------------------------------------------------------------------------
410906080 0000 Xxxx Xxxxx Xx. Xxxxxxxxxxxx XX
000000000 0000-0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX
410906377 000 Xxxxxx Xxxxx Xxxxx Xxxxxx XX
000000000 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX
000000000 000 Xxxx 0xx Xxxxxx Xxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906591 0 Xxxx Xxxxxxxxxx Xxxxx, 00 Xxxx Xxxxxxxxxxxx XX
Xxxxxxxxxx Xxxxx, 00 Xxxx Xxxxxxxxxx
Place and 00 Xxxx Xxxxxxxxx Xxxxx
410906454 0000-0000 X. Xxx Xxxxxxxx Xxxx. Xxxxxxx XX
410906141 0000 Xxxxxxxx Xxx Xxx Xxxxxx XX
000000000 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX
410906452 000 Xxxxxxx Xxx. Xxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
620906559 000 Xxxxxx Xxxxxx Xxxxxxx Norco CA
310906333 0000 Xxxxxx Xxxx Xxxxx Xxxxxx XX
000000000 000 Xxxxxxxx Xxxxxx and 00 Xxxxx Xxxx Xxx Xxxxxxxxx XX
000000000 0000 Xxxx Xxxxxx Xx. Xxxxxx XX
000000000 000 Xx. Xxxxxx Xxxxxx Xxx Xxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410905492 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxx XX
000000000 00000-00000 Xxxxx Xxxxxxxxxx Xxxxxx Carson CA
410906632 000 X. Xxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxx XX
410906501 0000 Xxxxxxxxxx Xxxx. Xxxxxxxxxx XX
000000000 000 X. Xxxxxx Xxxxxx Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410905551 0000 Xxxxxx Xxx. Xxxxxx XX
000000000 000 Xxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX
000000000 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxx Xxxx Xxxx XX
410906665 0000 Xxxxx Xxxxxx Xxxxxxx XX
000000000 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906658 00000 Xxxx 00xx Xxxxxx Xxxxxxx XX
000000000 0000 Xxxx Xxx Xxxx Xxxxxxxxx XX
410906086 000-000 Xxxxxx Xxxxxx Xxxxxx XX
000000000 0000-0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx XX
410906458 307 - 000 Xxxxxx Xxxx Xxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906666 000 Xxxxxxx Xxxxxx Xxxxxxx XX
000000000 000-000 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxx XX
410906396 0000 Xxxxxx Xxxxxxxxx Xxxxxxxx XX
000000000 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
000000000 000 Xxxx Xxxx Xxxxx Xxxxxxxxxx XX
----------------------------------------------------------------------------------------------------------------------------
410906720 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx XX
000000000 931 & 000 0xx Xxx Xxxx Xxxxxxxxx XX
MONTHLY MONTHLY
CUT-OFF DEBT DEBT SERVICE
SELLER ORIGINAL DATE SERVICE AFTER IO
LOAN ID ZIP CODE BALANCE ($) BALANCE ($) (3) ($) (4) (5) ($) (4) (5)
---------------------------------------------------------------------------------------------------------------------
510906939 Various 247,302,419 247,302,419 1,172,196.29 NAP
510906939 32746 34,630,982 34,630,982
510906939 78759 26,447,908 26,447,908
---------------------------------------------------------------------------------------------------------------------
510906939 32746 23,265,602 23,265,602
510906939 33607 20,379,333 20,379,333
510906939 35243 19,575,196 19,575,196
510906939 30309 15,561,000 15,561,000
510906939 32746 14,764,167 14,764,167
---------------------------------------------------------------------------------------------------------------------
510906939 33607 12,254,067 12,254,067
510906939 32746 11,926,964 11,926,964
510906939 35244 9,226,014 9,226,014
510906939 35243 8,717,915 8,717,915
510906939 33764 8,370,268 8,370,268
---------------------------------------------------------------------------------------------------------------------
510906939 35243 7,380,812 7,380,812
510906939 35243 7,225,554 7,225,554
510906939 35203 6,712,260 6,712,260
510906939 28211 6,685,518 6,685,518
510906939 32751 5,273,750 5,273,750
---------------------------------------------------------------------------------------------------------------------
510906939 32746 4,679,862 4,679,862
510906939 35209 4,225,247 4,225,247
510906940 20005 112,500,000 112,500,000 546,074.22 656,162.21
510906196 Various 49,000,000 49,000,000 246,332.75 NAP
510906196A 29609 36,768,750 36,768,750
---------------------------------------------------------------------------------------------------------------------
510906196B 11767 6,643,750 6,643,750
510906196C 94063 5,587,500 5,587,500
310906483 77006 46,800,000 46,800,000 224,359.42 NAP
310906589 94040 26,000,000 26,000,000 123,677.55 NAP
310905296 85338 24,000,000 23,978,230 138,536.59 NAP
---------------------------------------------------------------------------------------------------------------------
310906332 22042 23,000,000 23,000,000 109,601.39 132,618.87
310904871 85037 21,000,000 21,000,000 111,071.53 129,437.24
310906558 92335 20,000,000 20,000,000 94,333.33 115,573.62
310906776 89074 19,500,000 19,500,000 99,101.30 117,100.46
310906247 64118 19,200,000 19,200,000 92,304.44 111,315.24
---------------------------------------------------------------------------------------------------------------------
310905295 85323 16,000,000 15,985,395 92,105.02 NAP
310906391 18106 15,440,000 15,407,926 90,496.37 NAP
310906620 07114 14,000,000 14,000,000 65,767.59 80,018.29
310906299 90815 14,000,000 13,986,339 78,230.22 NAP
310905537 92126 13,300,000 13,300,000 62,085.91 NAP
---------------------------------------------------------------------------------------------------------------------
310906778 89074 12,900,000 12,900,000 65,559.32 77,466.46
310906088 33410 12,400,000 12,400,000 60,451.44 72,520.66
310906642 20151 11,120,000 11,120,000 55,714.55 66,170.39
310906207 22556 11,000,000 11,000,000 50,652.20 NAP
310906174 19711 10,560,000 10,530,142 61,625.30 NAP
---------------------------------------------------------------------------------------------------------------------
310905865 97702 10,300,000 10,290,938 60,238.93 NAP
310906644 22191 10,160,000 10,160,000 51,248.03 60,718.51
310906327 93003 10,000,000 9,980,492 55,947.26 NAP
310906477 95670 9,000,000 9,000,000 46,613.54 54,714.05
310906684 97603 9,000,000 8,988,625 58,262.52 NAP
---------------------------------------------------------------------------------------------------------------------
310906148 95340 8,650,000 8,650,000 40,561.89 49,385.45
310906770 95762 8,500,000 8,500,000 46,824.77 57,498.88
310906547 30068 8,100,000 8,100,000 43,252.50 50,242.45
310906590 93933 8,000,000 8,000,000 40,555.56 NAP
310906742 58503 7,600,000 7,593,584 45,224.37 NAP
---------------------------------------------------------------------------------------------------------------------
310905446 48174 7,500,000 7,489,464 46,056.56 NAP
310906346 96003 7,250,000 7,243,424 41,849.60 NAP
310906549 01752 7,200,000 7,181,681 46,521.83 NAP
310906256 62959 7,000,000 6,986,784 39,745.23 NAP
310906328 97404 6,840,000 6,840,000 35,108.44 41,339.65
---------------------------------------------------------------------------------------------------------------------
310906502 98409 6,800,000 6,800,000 33,495.51 NAP
310906675 92284 6,700,000 6,700,000 33,116.15 39,526.04
310906301 90723 6,658,000 6,658,000 32,402.27 NAP
310906394 95476 6,600,000 6,600,000 31,841.18 NAP
310906027 74129 6,500,000 6,500,000 31,907.93 38,180.35
---------------------------------------------------------------------------------------------------------------------
310906597 Various 6,050,000 6,050,000 29,698.92 35,537.10
310906597A 44129 2,912,963 2,912,963
310906597B 41749 1,736,350 1,736,350
310906597C 22025 1,400,687 1,400,687
310906189 94583 6,000,000 6,000,000 29,656.25 35,396.45
---------------------------------------------------------------------------------------------------------------------
310906106 48034 6,000,000 5,983,035 35,014.37 NAP
610906270 93720 5,700,000 5,700,000 27,451.04 33,082.82
310906688 98225 5,600,000 5,600,000 27,489.91 NAP
310906142 90712 5,550,000 5,550,000 26,494.18 NAP
310906246 48176 5,500,000 5,489,770 31,435.76 NAP
---------------------------------------------------------------------------------------------------------------------
410906631 91320 5,300,000 5,300,000 25,703.77 NAP
410906480 92021 5,000,000 5,000,000 24,037.62 NAP
410906182 94203 5,000,000 5,000,000 24,671.30 29,465.14
410906376 94086 4,950,000 4,950,000 24,257.29 29,044.27
410906499 95624 4,880,000 4,880,000 23,955.49 28,664.63
---------------------------------------------------------------------------------------------------------------------
410905964 75115 4,520,000 4,506,954 26,119.64 NAP
410906005 94103 4,500,000 4,500,000 22,413.28 26,676.75
410906393 08724 4,500,000 4,500,000 22,964.58 27,095.61
410906243 77034 4,320,000 4,320,000 21,498.50 25,595.86
310905113 37343 4,200,000 4,188,042 24,430.08 NAP
---------------------------------------------------------------------------------------------------------------------
620905484 92311 4,200,000 4,182,700 26,702.37 NAP
620905485 92236 4,200,000 4,182,700 26,702.37 NAP
410906683 94102 4,000,000 3,996,499 23,444.66 NAP
410906330 85281 3,800,000 3,789,379 22,296.61 NAP
410906447 85016 3,745,000 3,738,694 22,332.92 NAP
---------------------------------------------------------------------------------------------------------------------
410906172 92028 3,600,000 3,593,795 21,260.86 NAP
410906625 48197 3,580,000 3,580,000 18,541.83 21,764.03
410906404 34762 3,480,000 3,480,000 18,156.22 21,257.50
410906729 22314 3,300,000 3,300,000 16,631.58 19,710.97
410906190 94526 3,300,000 3,300,000 16,227.29 19,404.90
---------------------------------------------------------------------------------------------------------------------
410906471 93446 3,300,000 3,293,816 18,799.20 NAP
410906061 97301 3,300,000 3,291,176 19,763.96 NAP
410906205 98042 3,250,000 3,250,000 15,432.23 NAP
410905763 54130 3,200,000 3,200,000 15,654.44 18,755.72
410906307 47408 3,047,000 3,047,000 15,086.18 17,994.95
---------------------------------------------------------------------------------------------------------------------
410906080 46220 3,000,000 3,000,000 14,650.69 17,564.40
410906162 85040 3,000,000 2,997,147 16,958.46 NAP
410906377 90746 3,000,000 2,991,845 17,832.51 NAP
410906052 43068 3,000,000 2,988,640 17,374.01 NAP
410906587 49423 2,900,000 2,895,769 18,291.85 NAP
---------------------------------------------------------------------------------------------------------------------
410906591 22939 2,900,000 2,895,757 18,272.80 NAP
410906454 91504 2,885,000 2,885,000 15,039.73 17,613.61
410906141 50312 2,800,000 2,800,000 15,566.57 17,845.48
410905986 85051 2,770,000 2,765,176 16,288.36 NAP
410906452 98402 2,750,000 2,745,012 15,891.37 NAP
---------------------------------------------------------------------------------------------------------------------
620906559 92860 2,725,000 2,725,000 13,664.58 16,224.05
310906333 22042 2,700,000 2,700,000 12,968.91 15,645.16
410906507 94107 2,660,000 2,657,760 15,845.58 NAP
410906022 85741 2,560,000 2,553,187 15,364.96 NAP
410905757 70113 2,500,000 2,500,000 12,589.12 14,924.53
---------------------------------------------------------------------------------------------------------------------
410905492 84043 2,500,000 2,488,106 14,637.00 NAP
410906445 90745 2,455,000 2,451,438 15,517.27 NAP
410906632 53527 2,200,000 2,200,000 11,004.07 13,077.17
410906501 23321 2,100,000 2,100,000 10,432.92 NAP
410906389 86301 2,080,000 2,080,000 10,315.98 12,297.34
---------------------------------------------------------------------------------------------------------------------
410905551 78756 2,000,000 1,994,461 11,786.06 NAP
410906450 45245 1,920,000 1,920,000 9,717.11 11,499.03
410906562 84115 1,875,000 1,875,000 9,473.52 11,217.47
410906665 94612 1,800,000 1,798,469 10,676.46 NAP
410906803 27262 1,785,001 1,783,771 11,482.72 NAP
---------------------------------------------------------------------------------------------------------------------
410906658 66217 1,750,000 1,750,000 9,019.39 10,604.91
410906651 32905 1,750,000 1,750,000 9,669.97 11,107.27
410906086 93033 1,750,000 1,745,473 10,638.84 NAP
410906463 55449 1,700,000 1,697,371 10,489.32 NAP
410906458 94526 1,650,000 1,648,779 10,342.46 NAP
---------------------------------------------------------------------------------------------------------------------
410906666 94610 1,400,000 1,398,809 8,303.91 NAP
620906484 91706 1,365,000 1,362,755 8,219.00 NAP
410906396 95969 1,150,000 1,147,046 7,013.57 NAP
410906692 90706 1,050,000 1,049,317 6,894.25 NAP
410906705 35211 1,040,000 1,039,304 6,759.25 NAP
---------------------------------------------------------------------------------------------------------------------
410906720 76063 935,000 935,000 5,324.52 6,058.18
410906748 59901 850,000 850,000 4,603.48 5,322.37
FIRST INTEREST MATURITY ARD ORIGINAL
SELLER PAYMENT INTEREST ACCRUAL DATE LOAN TERM TO MATURITY
LOAN ID DATE RATE (4) BASIS OR ARD (Y/N) OR ARD (MOS.)
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510906939 8/1/2007 5.6100% Actual/360 7/1/2014 No 84
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510906940 8/5/2007 5.7450% Actual/360 7/5/2017 No 120
510906196 10/1/2007 5.9500% Actual/360 9/1/2012 No 60
510906196A
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510906196B
510906196C
310906483 8/1/2007 5.6740% Actual/360 7/1/2014 No 84
310906589 8/1/2007 5.6300% Actual/360 7/1/2017 No 120
310905296 9/1/2007 5.6500% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906332 7/1/2007 5.6400% Actual/360 6/1/2017 Yes 120
310904871 9/1/2007 6.2600% Actual/360 8/1/2017 No 120
310906558 9/1/2007 5.6600% Actual/360 8/1/2017 No 120
310906776 9/1/2007 6.0150% Actual/360 8/1/2017 No 120
310906247 7/1/2007 5.6900% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310905295 9/1/2007 5.6250% Actual/360 8/1/2017 No 120
310906391 8/1/2007 5.7900% 30/360 7/1/2014 No 84
310906620 8/1/2007 5.5600% Actual/360 7/1/2017 Yes 120
310906299 9/1/2007 5.3560% Actual/360 8/1/2017 No 120
310905537 8/1/2007 5.5250% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906778 9/1/2007 6.0150% Actual/360 8/1/2017 No 120
310906088 7/1/2007 5.7700% Actual/360 6/1/2017 No 120
310906642 8/1/2007 5.9300% Actual/360 7/1/2017 No 120
310906207 8/1/2007 5.4500% Actual/360 7/1/2017 No 120
310906174 7/1/2007 5.7500% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310905865 9/1/2007 5.7700% Actual/360 8/1/2017 No 120
310906644 9/1/2007 5.9700% Actual/360 8/1/2017 No 120
310906327 8/1/2007 5.3670% Actual/360 7/1/2017 No 120
310906477 8/1/2007 6.1300% Actual/360 7/1/2017 No 120
310906684 9/1/2007 6.0500% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906148 7/1/2007 5.5500% Actual/360 6/1/2017 No 120
310906770 9/1/2007 6.5200% Actual/360 8/1/2017 No 120
310906547 8/1/2007 6.3200% Actual/360 7/1/2017 No 120
310906590 8/1/2007 6.0000% Actual/360 7/1/2012 No 60
310906742 9/1/2007 5.9300% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310905446 9/1/2007 5.5000% Actual/360 2/1/2012 No 54
310906346 9/1/2007 5.6500% Actual/360 8/1/2017 No 120
310906549 8/1/2007 6.0300% Actual/360 7/1/2017 No 120
310906256 8/1/2007 5.5000% Actual/360 7/1/2017 No 120
310906328 9/1/2007 6.0750% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906502 9/1/2007 5.8300% Actual/360 8/1/2017 No 120
310906675 8/1/2007 5.8500% Actual/360 7/1/2012 No 60
310906301 9/1/2007 5.7600% Actual/360 8/1/2017 No 120
310906394 9/1/2007 5.7100% Actual/360 8/1/2017 No 120
310906027 7/1/2007 5.8100% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906597 9/1/2007 5.8100% Actual/360 7/1/2017 No 119
310906597A
310906597B
310906597C
310906189 7/1/2007 5.8500% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
310906106 7/1/2007 5.7500% Actual/360 6/1/2017 No 120
610906270 7/1/2007 5.7000% Actual/360 6/1/2017 No 120
310906688 9/1/2007 5.8100% Actual/360 8/1/2017 No 120
310906142 8/1/2007 5.6500% Actual/360 7/1/2017 No 120
310906246 8/1/2007 5.5600% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906631 8/1/2007 5.7400% Actual/360 7/1/2017 No 120
410906480 8/1/2007 5.6900% Actual/360 7/1/2017 No 120
410906182 7/1/2007 5.8400% Actual/360 6/1/2017 No 120
410906376 7/1/2007 5.8000% Actual/360 6/1/2017 No 120
410906499 8/1/2007 5.8100% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410905964 7/1/2007 5.6600% Actual/360 6/1/2017 No 120
410906005 6/1/2007 5.8950% Actual/360 5/1/2017 No 120
410906393 9/1/2007 6.0400% Actual/360 8/1/2017 No 120
410906243 7/1/2007 5.8900% Actual/360 6/1/2014 No 84
310905113 7/1/2007 5.7200% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
620905484 7/1/2007 5.8600% Actual/360 6/1/2017 No 120
620905485 7/1/2007 5.8600% Actual/360 6/1/2017 No 120
410906683 9/1/2007 5.7900% Actual/360 8/1/2017 No 120
410906330 7/1/2007 5.8000% Actual/360 6/1/2017 No 120
410906447 8/1/2007 5.9500% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906172 8/1/2007 5.8600% Actual/360 7/1/2019 No 144
410906625 8/1/2007 6.1300% Actual/360 7/1/2017 No 120
410906404 8/1/2007 6.1750% Actual/360 7/1/2017 No 120
410906729 9/1/2007 5.9650% Actual/360 8/1/2017 No 120
410906190 7/1/2007 5.8200% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906471 8/1/2007 5.5300% Actual/360 7/1/2017 No 120
410906061 7/1/2007 5.9900% Actual/360 6/1/2017 No 120
410906205 7/1/2007 5.6200% Actual/360 6/1/2017 No 120
410905763 3/1/2007 5.7900% Actual/360 2/1/2017 No 120
410906307 7/1/2007 5.8600% Actual/360 6/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906080 7/1/2007 5.7800% Actual/360 6/1/2017 No 120
410906162 9/1/2007 5.4600% Actual/360 8/1/2017 No 120
410906377 7/1/2007 5.9200% Actual/360 6/1/2017 No 120
410906052 6/1/2007 5.6800% Actual/360 5/1/2017 No 120
410906587 8/1/2007 6.4800% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906591 8/1/2007 6.4700% Actual/360 7/1/2017 No 120
410906454 8/1/2007 6.1700% Actual/360 7/1/2017 No 120
410906141 9/1/2007 6.5800% Actual/360 8/1/2017 No 120
410905986 8/1/2007 5.8200% Actual/360 7/1/2017 No 120
410906452 8/1/2007 5.6600% Actual/360 7/1/2014 No 84
---------------------------------------------------------------------------------------------------------------------------------
620906559 9/1/2007 5.9350% Actual/360 8/1/2017 No 120
310906333 7/1/2007 5.6850% Actual/360 6/1/2017 No 120
410906507 9/1/2007 5.9400% Actual/360 8/1/2017 No 120
410906022 7/1/2007 6.0100% Actual/360 6/1/2017 No 120
410905757 9/1/2007 5.9600% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410905492 5/1/2007 5.7800% Actual/360 4/1/2017 No 120
410906445 8/1/2007 6.5000% Actual/360 7/1/2017 No 120
410906632 8/1/2007 5.9200% Actual/360 7/1/2017 No 120
410906501 9/1/2007 5.8800% Actual/360 8/1/2017 No 120
410906389 8/1/2007 5.8700% Actual/360 7/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410905551 7/1/2007 5.8400% Actual/360 6/1/2017 No 120
410906450 8/1/2007 5.9900% Actual/360 7/1/2017 No 120
410906562 8/1/2007 5.9800% Actual/360 7/1/2017 No 120
410906665 9/1/2007 5.9000% Actual/360 8/1/2017 No 120
410906803 9/1/2007 6.6700% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906658 8/1/2007 6.1000% Actual/360 7/1/2017 No 120
410906651 8/1/2007 6.5400% Actual/360 7/1/2017 No 120
410906086 7/1/2007 6.1300% Actual/360 6/1/2017 No 120
410906463 8/1/2007 6.2700% Actual/360 7/1/2017 No 120
410906458 9/1/2007 6.4200% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906666 9/1/2007 5.9000% Actual/360 8/1/2017 No 120
620906484 8/1/2007 6.0400% Actual/360 7/1/2017 No 120
410906396 7/1/2007 6.1600% Actual/360 6/1/2017 No 120
410906692 9/1/2007 6.8700% Actual/360 8/1/2017 No 120
410906705 9/1/2007 6.7700% Actual/360 8/1/2017 No 120
---------------------------------------------------------------------------------------------------------------------------------
410906720 9/1/2007 6.7400% Actual/360 8/1/2017 No 120
410906748 9/1/2007 6.4100% Actual/360 8/1/2017 No 120
STATED REMAINING ORIGINAL REMAINING REMAINING CROSSED
SELLER TERM TO MATURITY AMORTIZATION AMORTIZATION INTEREST ONLY WITH
LOAN ID OR ARD (MOS.) TERM (MOS.) (4) TERM (MOS.) (4) PERIOD (MOS.) OTHER LOANS
-----------------------------------------------------------------------------------------------------------------------------------
510906939 82 0 0 82
510906939
510906939
-----------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
-----------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
-----------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
-----------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906940 118 360 360 58
510906196 60 0 0 60
510906196A
-----------------------------------------------------------------------------------------------------------------------------------
510906196B
510906196C
310906483 82 0 0 82
310906589 118 0 0 118
310905296 119 360 359 0
-----------------------------------------------------------------------------------------------------------------------------------
310906332 117 360 360 57
310904871 119 360 360 23
310906558 119 360 360 59
310906776 119 360 360 59
310906247 117 360 360 57
-----------------------------------------------------------------------------------------------------------------------------------
310905295 119 360 359 0
310906391 82 360 358 0
310906620 118 360 360 58
310906299 119 360 359 0
310905537 118 0 0 118
-----------------------------------------------------------------------------------------------------------------------------------
310906778 119 360 360 59
310906088 117 360 360 21
310906642 118 360 360 58
310906207 118 0 0 118
310906174 117 360 357 0
-----------------------------------------------------------------------------------------------------------------------------------
310905865 119 360 359 0
310906644 119 360 360 59
310906327 118 360 358 0
310906477 118 360 360 58
310906684 119 300 299 0
-----------------------------------------------------------------------------------------------------------------------------------
310906148 117 360 360 81
310906770 119 300 300 23
310906547 118 360 360 58
310906590 58 0 0 58
310906742 119 360 359 0
-----------------------------------------------------------------------------------------------------------------------------------
310905446 53 300 299 0
310906346 119 360 359 0
310906549 118 300 298 0
310906256 118 360 358 0
310906328 119 360 360 35
-----------------------------------------------------------------------------------------------------------------------------------
310906502 119 0 0 119
310906675 58 360 360 34
310906301 119 0 0 119
310906394 119 0 0 119
310906027 117 360 360 57
-----------------------------------------------------------------------------------------------------------------------------------
310906597 118 360 360 35
310906597A
310906597B
310906597C
310906189 117 360 360 33
-----------------------------------------------------------------------------------------------------------------------------------
310906106 117 360 357 0
610906270 117 360 360 57
310906688 119 0 0 119
310906142 118 0 0 118
310906246 118 360 358 0
-----------------------------------------------------------------------------------------------------------------------------------
410906631 118 0 0 118
410906480 118 0 0 118
410906182 117 360 360 33
410906376 117 360 360 33
410906499 118 360 360 58
-----------------------------------------------------------------------------------------------------------------------------------
410905964 117 360 357 0
410906005 116 360 360 56
410906393 119 360 360 59
410906243 81 360 360 33
310905113 117 360 357 0
-----------------------------------------------------------------------------------------------------------------------------------
620905484 117 300 297 0
620905485 117 300 297 0
410906683 119 360 359 0
410906330 117 360 357 0
410906447 118 360 358 0
-----------------------------------------------------------------------------------------------------------------------------------
410906172 142 360 358 0
410906625 118 360 360 58
410906404 118 360 360 34
410906729 119 360 360 59
410906190 117 360 360 33
-----------------------------------------------------------------------------------------------------------------------------------
410906471 118 360 358 0
410906061 117 360 357 0
410906205 117 0 0 117
410905763 113 360 360 29
410906307 117 360 360 9
-----------------------------------------------------------------------------------------------------------------------------------
410906080 117 360 360 20
410906162 119 360 359 0
410906377 117 360 357 0
410906052 116 360 356 0
410906587 118 360 358 0
-----------------------------------------------------------------------------------------------------------------------------------
410906591 118 360 358 0
410906454 118 360 360 34
410906141 119 360 360 35
410905986 118 360 358 0
410906452 82 360 358 0
-----------------------------------------------------------------------------------------------------------------------------------
620906559 119 360 360 59
310906333 117 360 360 33
410906507 119 360 359 0
410906022 117 360 357 0
410905757 119 360 360 23
-----------------------------------------------------------------------------------------------------------------------------------
410905492 115 360 355 0
410906445 118 360 358 0
410906632 118 360 360 22
410906501 119 0 0 119
410906389 118 360 360 58
-----------------------------------------------------------------------------------------------------------------------------------
410905551 117 360 357 0
410906450 118 360 360 10
410906562 118 360 360 58
410906665 119 360 359 0
410906803 119 360 359 0
-----------------------------------------------------------------------------------------------------------------------------------
410906658 118 360 360 34
410906651 118 360 360 10
410906086 117 360 357 0
410906463 118 360 358 0
410906458 119 360 359 0
-----------------------------------------------------------------------------------------------------------------------------------
410906666 119 360 359 0
620906484 118 360 358 0
410906396 117 360 357 0
410906692 119 360 359 0
410906705 119 360 359 0
-----------------------------------------------------------------------------------------------------------------------------------
410906720 119 360 360 59
410906748 119 360 360 23
PREPAYMENT MORTGAGE
SELLER PROVISIONS OWNERSHIP LOAN ADMINISTRATIVE
LOAN ID (# OF PAYMENTS) (8) INTEREST SELLER (2) FEE RATE
----------------------------------------------------------------------------------------------------------------------------------
510906939 LO(26)/Defeasance(54)/Open(4) Fee WFB 0.03123%
510906939 Fee WFB
510906939 Fee WFB
----------------------------------------------------------------------------------------------------------------------------------
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
----------------------------------------------------------------------------------------------------------------------------------
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
----------------------------------------------------------------------------------------------------------------------------------
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
510906939 Fee WFB
----------------------------------------------------------------------------------------------------------------------------------
510906939 Fee WFB
510906939 Fee WFB
510906940 LO(26)/Defeasance(92)/Open(2) Fee/Leasehold WFB 0.03123%
510906196 LO(24)/Flex(32)/Open(4) Fee WFB 0.03123%
510906196A Fee WFB
----------------------------------------------------------------------------------------------------------------------------------
510906196B Fee WFB
510906196C Fee WFB
310906483 LO(35)/Defeasance(45)/Open(4) Fee WFB 0.03123%
310906589 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310905296 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906332 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
310904871 LO(35)/Defeasance(81)/Open(4) Leasehold WFB 0.03123%
310906558 LO(35)/Defeasance(80)/Open(5) Fee WFB 0.03123%
310906776 LO(25)/Defeasance(91)/Open(4) Fee WFB 0.03123%
310906247 LO(27)/Defeasance(89)/Open(4) Fee/Leasehold WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310905295 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906391 LO(35)/Defeasance(45)/Open(4) Fee WFB 0.03123%
310906620 LO(26)/Defeasance(90)/Open(4) Fee WFB 0.03123%
310906299 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310905537 GRTR1% or YM(107)/Open(13) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906778 LO(25)/Defeasance(91)/Open(4) Fee WFB 0.03123%
310906088 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
310906642 LO(26)/Defeasance(92)/Open(2) Fee WFB 0.03123%
310906207 LO(26)/Flex(90)/Open(4) Fee WFB 0.03123%
310906174 LO(27)/Defeasance(91)/Open(2) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310905865 LO(25)/Flex(91)/Open(4) Fee WFB 0.03123%
310906644 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
310906327 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906477 LO(35)/Defeasance(81)/Open(4) Leasehold WFB 0.03123%
310906684 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906148 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906770 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906547 LO(26)/Defeasance(90)/Open(4) Fee WFB 0.03123%
310906590 LO(11)/GRTR1% or YM(24)/Flex(21)/Open(4) Fee WFB 0.03123%
310906742 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310905446 LO(25)/Defeasance(25)/Open(4) Fee WFB 0.03123%
310906346 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906549 LO(26)/Defeasance(90)/Open(4) Fee WFB 0.03123%
310906256 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906328 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906502 LO(25)/Defeasance(90)/Open(5) Fee WFB 0.03123%
310906675 LO(11)/GRTR1% or YM(24)/Flex(21)/Open(4) Fee WFB 0.03123%
310906301 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906394 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906027 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906597 LO(35)/GRTR1% or YM(80)/Open(4) Fee/Leasehold WFB 0.03123%
310906597A Fee WFB
310906597B Fee WFB
310906597C Leasehold WFB
310906189 LO(27)/Flex(90)/Open(3) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
310906106 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
610906270 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.08123%
310906688 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
310906142 LO(35)/Flex(81)/Open(4) Leasehold WFB 0.03123%
310906246 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906631 LO(26)/Defeasance(90)/Open(4) Fee WFB 0.03123%
410906480 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906182 LO(27)/Flex(90)/Open(3) Fee WFB 0.03123%
410906376 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410906499 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410905964 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906005 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906393 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906243 LO(27)/Defeasance(53)/Open(4) Fee WFB 0.03123%
310905113 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
620905484 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.08123%
620905485 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.08123%
410906683 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410906330 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410906447 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906172 LO(35)/Flex(105)/Open(4) Fee WFB 0.03123%
410906625 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906404 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906729 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
410906190 LO(27)/Flex(90)/Open(3) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906471 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410906061 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906205 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410905763 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906307 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906080 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906162 LO(35)/Flex(81)/Open(4) Fee WFB 0.04123%
410906377 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410906052 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906587 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906591 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
410906454 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906141 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410905986 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906452 LO(35)/Flex(45)/Open(4) Fee WFB 0.04123%
----------------------------------------------------------------------------------------------------------------------------------
620906559 LO(35)/Flex(81)/Open(4) Fee WFB 0.08123%
310906333 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
410906507 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906022 LO(35)/Flex(81)/Open(4) Fee WFB 0.03123%
410905757 LO(25)/Defeasance(91)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410905492 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906445 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906632 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906501 LO(25)/Defeasance(90)/Open(5) Fee WFB 0.04123%
410906389 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410905551 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906450 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906562 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906665 LO(35)/Flex(81)/Open(4) Fee WFB 0.08123%
410906803 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.06123%
----------------------------------------------------------------------------------------------------------------------------------
410906658 LO(35)/Flex(81)/Open(4) Fee WFB 0.08123%
410906651 LO(35)/Defeasance(83)/Open(2) Fee WFB 0.03123%
410906086 LO(35)/Flex(81)/Open(4) Fee WFB 0.04123%
410906463 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
410906458 LO(35)/Flex(81)/Open(4) Fee WFB 0.07123%
----------------------------------------------------------------------------------------------------------------------------------
410906666 LO(35)/Flex(81)/Open(4) Fee WFB 0.11123%
620906484 LO(35)/Flex(81)/Open(4) Fee WFB 0.16123%
410906396 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.09123%
410906692 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.06123%
410906705 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.03123%
----------------------------------------------------------------------------------------------------------------------------------
410906720 LO(35)/Defeasance(81)/Open(4) Fee WFB 0.11123%
410906748 LO(35)/Flex(81)/Open(4) Fee WFB 0.15123%
SELLER PAYMENT PAYMENT GRACE PERIOD LETTER OF
LOAN ID DATE EVENT OF LATE FEE (DAYS) CREDIT
------------------------------------------------------------------------------------------------------------------------------
510906939 1st 7
510906939
510906939
------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906939
510906939
510906939
------------------------------------------------------------------------------------------------------------------------------
510906939
510906939
510906940 5th 0
510906196 1st 5
510906196A
------------------------------------------------------------------------------------------------------------------------------
510906196B
510906196C
310906483 1st 5
310906589 1st 5
310905296 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906332 1st 5
310904871 1st 5
310906558 1st 5
310906776 1st 5
310906247 1st 5
------------------------------------------------------------------------------------------------------------------------------
310905295 1st 5
310906391 1st 5
310906620 1st 5
310906299 1st 5
310905537 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906778 1st 5
310906088 1st 5
310906642 1st 5
310906207 1st 5
310906174 1st 5
------------------------------------------------------------------------------------------------------------------------------
310905865 1st 5
310906644 1st 5
310906327 1st 5
310906477 1st 5
310906684 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906148 1st 5
310906770 1st 5
310906547 1st 5
310906590 1st 5
310906742 1st 5
------------------------------------------------------------------------------------------------------------------------------
310905446 1st 5
310906346 1st 5
310906549 1st 5
310906256 1st 5
310906328 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906502 1st 5
310906675 1st 5
310906301 1st 5
310906394 1st 5
310906027 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906597 1st 5
310906597A
310906597B
310906597C
310906189 1st 5
------------------------------------------------------------------------------------------------------------------------------
310906106 1st 5 First Mercury Holdback Impound ($200,000 LOC)
610906270 1st 5
310906688 1st 5
310906142 1st 5
310906246 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906631 1st 5
410906480 1st 5
410906182 1st 5
410906376 1st 5
410906499 1st 5
------------------------------------------------------------------------------------------------------------------------------
410905964 1st 5
410906005 1st 5
410906393 1st 5
410906243 1st 5
310905113 1st 5
------------------------------------------------------------------------------------------------------------------------------
620905484 1st 5
620905485 1st 5
410906683 1st 5
410906330 1st 5
410906447 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906172 1st 5
410906625 1st 5
410906404 1st 5
410906729 1st 5
410906190 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906471 1st 5
410906061 1st 5
410906205 1st 5
410905763 1st 5 Letter of Credit ($250,000 LOC)
410906307 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906080 1st 5
410906162 1st 5
410906377 1st 5
410906052 1st 5
410906587 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906591 1st 5
410906454 1st 5
410906141 1st 5
410905986 1st 5
410906452 1st 5
------------------------------------------------------------------------------------------------------------------------------
620906559 1st 5
310906333 1st 5
410906507 1st 5
410906022 1st 5
410905757 1st 5
------------------------------------------------------------------------------------------------------------------------------
410905492 1st 5
410906445 1st 5
410906632 1st 5 TI/LC $65,000 (LOC); Replacement $12,348 (LOC)
410906501 1st 5
410906389 1st 5
------------------------------------------------------------------------------------------------------------------------------
410905551 1st 5
410906450 1st 5
410906562 1st 5
410906665 1st 5
410906803 1st 16
------------------------------------------------------------------------------------------------------------------------------
410906658 1st 5
410906651 1st 5
410906086 1st 5
410906463 1st 5
410906458 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906666 1st 5
620906484 1st 5
410906396 1st 5
410906692 1st 5
410906705 1st 5
------------------------------------------------------------------------------------------------------------------------------
410906720 1st 5
410906748 1st 5
SELLER MASTER
LOAN ID BORROWER SERVICER
----------------------------------------------------------------------------------------------------------------------------------
510906939 DRA/CLP Townpark Office Orlando LLC, DRA/CLP 600 Xxxxx Fargo Bank, National Association
Townpark Office Orlando LLC, DRA/CLP Heathrow Orlando
LLC, DRA/CLP Heathrow Orlando 1000 LLC, DRA/CLP 901
Xxxxxxxx Xxxxxxx LLC, DRA/CLP Bayside Tampa LLC,
DRA/CLP CP Tampa LLC, DRA/CLP Concourse Center
Tampa LLC, DRA/CLP Colonnade Office Birmingham LLC,
DRA/CLP Blue Lake Birmingham LLC, DRA/CLP Downtown
Plaza Birmingham LLC, DRA/CLP Independence Plaza
Birmingham LLC, DRA/CLP International Park Birmingham
LLC, DRA/CLP Riverchase Center Birmingham LLC, DRA/CLP
The Peachtree Atlanta LLC, DRA/CLP Esplanade LP, DRA/CLP
Research Park Plaza Austin LP, DRA/CLP Townpark Retail
Orlando LLC, DRA/CLP Colonnade Retail Birmingham LLC
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
510906939 Xxxxx Fargo Bank, National Association
510906939 Xxxxx Fargo Bank, National Association
510906940 1101 NEW YORK HOLDINGS LLC Xxxxx Fargo Bank, National Association
510906196 PL Smithtown LLC, PL Cherrydale Point LLC, PL Redwood City XX Xxxxx Fargo Bank, National Association
510906196A Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
510906196B Xxxxx Fargo Bank, National Association
510906196C Xxxxx Fargo Bank, National Association
310906483 Metro Midtown Partners, XX Xxxxx Fargo Bank, National Association
310906589 Asset Growth Partners, a California limited partnership Xxxxx Fargo Bank, National Association
310905296 Palm Valley MOB, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906332 Xxxxxx Suites, LLC Xxxxx Fargo Bank, National Association
310904871 XXXXXXXX MEDICAL PLAZA I, LLC Xxxxx Fargo Bank, National Association
310906558 X.X. XXXXXXX, X.X. Xxxxx Fargo Bank, National Association
310906776 GREEN VALLEY PARKWAY MEDICAL BUILDING, LLC Xxxxx Fargo Bank, National Association
310906247 CREEKWOOD COMMONS, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310905295 Avondale Integrated Medical Services 1, L.L.C. Xxxxx Fargo Bank, National Association
310906391 INDUSTRIAL BLVD, XX Xxxxx Fargo Bank, National Association
310906620 248 Xxxxxx Hotel Associates, L.L.C. Xxxxx Fargo Bank, National Association
310906299 North Los Altos Shopping Center, a California general partnership Xxxxx Fargo Bank, National Association
310905537 MIRAMAR COMMERCIAL CENTER, LTD. Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906778 1301/1401 GV PKWY, LLC Xxxxx Fargo Bank, National Association
310906088 CAT HQ, LLC Xxxxx Fargo Bank, National Association
310906642 Twinkle Chantilly, LLC Xxxxx Fargo Bank, National Association
310906207 DOCSTONE S.C., LLC Xxxxx Fargo Bank, National Association
310906174 000 Xxxx Xxxx, LLC and Center Street Associates, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310905865 B & C Development, LLC Xxxxx Fargo Bank, National Association
310906644 Twinkle Woodbridge, LLC Xxxxx Fargo Bank, National Association
310906327 VENTURA SHOPPING CENTER, LLC Xxxxx Fargo Bank, National Association
310906477 ZINFANDEL RANCH, a California limited partnership Xxxxx Fargo Bank, National Association
310906684 Klamath-Jefferson, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906148 El Portal Holding Co., LLC Xxxxx Fargo Bank, National Association
310906770 Foothill Corporate Center I, LLC Xxxxx Fargo Bank, National Association
310906547 Silver Creek Associates, LLC Xxxxx Fargo Bank, National Association
310906590 Marina RV, LLC Xxxxx Fargo Bank, National Association
310906742 Bismarck Interstate INREIT, L.L.C. Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310905446 Rudgate West Company Limited Partnership Xxxxx Fargo Bank, National Association
310906346 SANDPOINTE ASSOCIATES, a California limited partnership Xxxxx Fargo Bank, National Association
310906549 Xxxxx X. Xxxxx, Trustee of 200 Tech Realty Trust Xxxxx Fargo Bank, National Association
310906256 Xxxxx Development Corporation Xxxxx Fargo Bank, National Association
310906328 G&M Rays, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906502 Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, XX., as trustees of the Xxxxx Fargo Bank, National Association
Xxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxx 1982 Trust
310906675 Shamrock Millco-Aztec LLC Xxxxx Fargo Bank, National Association
310906301 TOPAZ-PARAMOUNT, LLC Xxxxx Fargo Bank, National Association
310906394 CARNEROS SELF STORAGE PARK LLC Xxxxx Fargo Bank, National Association
310906027 Alameda Realty Holdings LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906597 ROYAL SKIES LLC Xxxxx Fargo Bank, National Association
310906597A Xxxxx Fargo Bank, National Association
310906597B Xxxxx Fargo Bank, National Association
310906597C Xxxxx Fargo Bank, National Association
310906189 XXXXXXXXX CROSSING HOLDINGS, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
310906106 South Fountain View Development Company, L.L.C. Xxxxx Fargo Bank, National Association
610906270 Shepherd Ranch Properties, LLC Xxxxx Fargo Bank, National Association
310906688 Bellingham Crown Plaza, LLC Xxxxx Fargo Bank, National Association
310906142 GS Saratoga Loire, X.X. Xxxxx Fargo Bank, National Association
310906246 K&K Developers Limited Partnership Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906631 TCG Newbury Park Associates, a California general partnership Xxxxx Fargo Bank, National Association
410906480 Woodcreek Estates, LLC Xxxxx Fargo Bank, National Association
410906182 Xxxxxx Court Holdings, LLC Xxxxx Fargo Bank, National Association
410906376 Xxxxxxxxx Rock Associates, a California limited partnership Xxxxx Fargo Bank, National Association
410906499 00000 Xxxxx Xxxx Xxxx XXX,xxx Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx Fargo Bank, National Association
Cheim, Trustees of the Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx
Trust Under Declaration of Trust Dated January 21, 2004, as
tenants in common
----------------------------------------------------------------------------------------------------------------------------------
410905964 B.H. Kestrel, LLC Xxxxx Fargo Bank, National Association
410906005 Xxxxxxx Xxxxxx, an individual, Xxxxxx Xxxxx Xxxx, trustee Xxxxx Fargo Bank, National Association
of the Xxxxxx Xxxxx Xxxx 2001 Revocable Trust, u/a dated
November 14, 2001, and Xxxxxx X. Xxxxxxxx, trustee of the
Xxxxxxx and Xxxxxx Xxxxxxxx Living Trust, u/a dated
August 24, 1990
410906393 The Xxxxxx Limited Partnership Xxxxx Fargo Bank, National Association
410906243 ABB WS, LLC Xxxxx Fargo Bank, National Association
310905113 Xxxxxx TN Lodging, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
620905484 PACIFIC/XXXXXXXX-XXXXX, a California general partnership Xxxxx Fargo Bank, National Association
620905485 PACIFIC/XXXXXXXX-XXXXX, a California general partnership Xxxxx Fargo Bank, National Association
410906683 000 Xxxx Xxxxxx, LLC Xxxxx Fargo Bank, National Association
410906330 Xxxxxx Xxxx Apts - Capper, LLC and Xxxxxx Xxxx Apts - Xxxxxxxx, LLC Xxxxx Fargo Bank, National Association
410906447 The Heirs of Xxxxxxx and Xxxxxx Xxxxxx L.L.C. Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906172 0000 Xxxxx Xxxxxxx Xxxx LLC Xxxxx Fargo Bank, National Association
410906625 Eastwood 84, LLC, and X. Xxxxxxxx, LLC Xxxxx Fargo Bank, National Association
410906404 Xxxxx Development LLC Xxxxx Fargo Bank, National Association
410906729 Potomac Greens Retail LLC Xxxxx Fargo Bank, National Association
410906190 El Cerro Holdings, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906471 Xxxxxx Xxxxxx Xxxxxxx, Trustee of The Xxxxxx Xxxxxx Xxxxxxx Xxxxx Fargo Bank, National Association
and Xxxxxx X. Xxxxxxx 1979 Revocable Trust, dated August 10,
1979, as amended on January 31, 1983, as amended and restated
on March 23, 1983 and amended on May 8, 2007
410906061 State Investments L.L.C. Xxxxx Fargo Bank, National Association
410906205 DSBBSP, LLC Xxxxx Fargo Bank, National Association
410905763 Kaukauna Investors LLC Xxxxx Fargo Bank, National Association
410906307 AJL-1, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906080 Lake Plaza, LLC and Xx Xxxxx Investments Lake Park LLC Xxxxx Fargo Bank, National Association
410906162 Superior Industrial Center, L.L.C. Xxxxx Fargo Bank, National Association
410906377 Plaza Avalon Investments, LLC Xxxxx Fargo Bank, National Association
410906052 Shops at Xxxxxxxx, LLC Xxxxx Fargo Bank, National Association
410906587 000 Xxxx 0xx Xxxxxx, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906591 Trillium Townhomes, LLC Xxxxx Fargo Bank, National Association
410906454 3001 SFB, LLC Xxxxx Fargo Bank, National Association
410906141 LB Properties IX, L.L.C. Xxxxx Fargo Bank, National Association
410905986 F & R Black Canyon Plaza, LLC Xxxxx Fargo Bank, National Association
410906452 Rust Building - Tacoma, L.L.C. Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
620906559 Norco Town Center, LLC Xxxxx Fargo Bank, National Association
310906333 2909 Gallows, X.X. Xxxxx Fargo Bank, National Association
410906507 Xxxx Xxxx, as Trustee of the Xxxxxx X. Xxxx Marital Trust under Xxxxx Fargo Bank, National Association
Amendment by Restatement dated November 4, 2003 to the
Cort Family Living Trust dated December 9, 1994
410906022 Landia Properties, LLC Xxxxx Fargo Bank, National Association
410905757 XX Xxxxxx and Baronne Limited Partnership Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410905492 AA ALPINE STORAGE - JORDAN POINTE, LLC Xxxxx Fargo Bank, National Association
410906445 Xxxx X. Xxxxxxx, an unmarried man, Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxx Fargo Bank, National Association
X. Xxxxxxx, husband and wife, as joint tenants, Xxxxxx X. Xxxxxxx
and Xxxxxx X. Xxxxxxx, husband and wife, as joint tenants,
Xxxxx X. Xxxxxxxxxx, an unmarried man, and Xxxxxxx Xxxxxxxxxxx
and Xxxxx Xxxxxxxxxxx, husband and wife, as joint tenants, as
tenants in common
410906632 S & D Ventures, LLC Xxxxx Fargo Bank, National Association
410906501 Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, XX., as trustees of the Xxxxx Fargo Bank, National Association
Xxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxx 1982 Trust
410906389 Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx as co-trustees of the Xxxxx Fargo Bank, National Association
Xxxxxx Family Trust (Restated) and Xxxxx X. Xxxxxxxx, Xxxxxxx
X. Xxxxxxxx, Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx as
co-trustees of the Chauncey Family Trust (Restated)
----------------------------------------------------------------------------------------------------------------------------------
410905551 Brentwood Townhomes, X.X. Xxxxx Fargo Bank, National Association
410906450 Eastside Storage, LLC Xxxxx Fargo Bank, National Association
410906562 Xxxxx Corporate Park, L.L.C. Xxxxx Fargo Bank, National Association
410906665 Dunsmuir Apartments, LLC Xxxxx Fargo Bank, National Association
410906803 Xxxxxxx Investment, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906658 D&C Shawnee, LLC, and Xxxxxx Xxxxxx Xxxxxx Investment, LLC Xxxxx Fargo Bank, National Association
410906651 Brevard Partners, LLC Xxxxx Fargo Bank, National Association
410906086 Xxxxxxxxx Group, LLC Xxxxx Fargo Bank, National Association
410906463 Egret Plaza Investments, LLC Xxxxx Fargo Bank, National Association
410906458 Xxxx X. Xxxxx and Xxxxx X. Xxxxx Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906666 Ivy Properties, Limited Liability Company, Triley Ventures, LLC, Xxxxx Fargo Bank, National Association
Xxxx X. Xxxx, Xx., Trustee of the Xxxx X. Xxxx, Xx. Trust under
Trust Agreement dated April 15, 2003, and Xxxxxxxx X. Xxxx,
Trustee of the Xxxxxxxx X. Xxxx Trust under Trust Agreement
dated May 25, 2005, as Tenants in Common
620906484 Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, as Trustees of the Xxxxx Fargo Bank, National Association
Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx Trust dated October 4,
2006 and Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, as
Trustees of the Xxxxxxx Family Trust (Restated January, 1991)
410906396 Xxxxxx X. Xxxxx, an individual Xxxxx Fargo Bank, National Association
410906692 Xxxxxx Xxxx Apartments, LLC Xxxxx Fargo Bank, National Association
410906705 ADT Building Partners, LLC Xxxxx Fargo Bank, National Association
----------------------------------------------------------------------------------------------------------------------------------
410906720 Mansfield Tarrant Investors, LLC and Xxxxxxxxx Family Investors, LLC Xxxxx Fargo Bank, National Association
410906748 La Fortuna Investment Associates, LLC Xxxxx Fargo Bank, National Association
NON-TRUST-SERVICED NON-TRUST-SERVICED
SELLER MASTER SERVICER LOAN GROUP POOLED MORTGAGE LOAN POOLED MORTGAGE LOAN
LOAN ID FEE RATE (ONE OR TWO) APPLICABLE RATE ACCRUAL
------------------------------------------------------------------------------------------------------------------------------------
510906939 0.03050% 1 The MLMT 2007-C1 Master Servicer is required Actual/360 Basis
to make remittances of payments received on the
applicable Non-Trust-Serviced Pooled Mortgage
Loan monthly on the second business day following
the due date in each month or, in connection with
any late payment of a scheduled monthly payment
or any principal prepayment, the business day following
the MLMT 2007-C1 Master Servicer's receipt of such
late payment or prepayment. The master servicing fee
and other scheduled administrative fees payable under
the applicable Non-Trust Servicing Agreement are
calculated at an aggregate rate of 0.02% per annum
on an Actual/360 Basis (in the case of the
DRA / Colonial Office Portfolio Pooled
Mortgage Loan).
510906939 0.03050%
510906939 0.03050%
------------------------------------------------------------------------------------------------------------------------------------
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
------------------------------------------------------------------------------------------------------------------------------------
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
------------------------------------------------------------------------------------------------------------------------------------
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
510906939 0.03050%
------------------------------------------------------------------------------------------------------------------------------------
510906939 0.03050%
510906939 0.03050%
510906940 0.03050% 0 Xxx XXXX 0000-X0 Master Servicer is required Actual/360 Basis
to make remittances of payments received on the
applicable Non-Trust-Serviced Pooled Mortgage
Loan monthly on the second business day following
the due date in each month or, in connection with any
late payment of a scheduled monthly payment or any
principal prepayment, the business day following the
MLMT 2007-C1 Master Servicer's receipt of such late
payment or prepayment. The master servicing fee and
other scheduled administrative fees payable under the
applicable Non-Trust Servicing Agreement are
calculated at an aggregate rate of 0.02% per annum
on an Actual/360 Basis (in the case of the 0000 Xxx
Xxxx Xxxxxx Pooled Mortgage Loan).
510906196 0.03050% 1
510906196A 0.03050%
------------------------------------------------------------------------------------------------------------------------------------
510906196B 0.03050%
510906196C 0.03050%
310906483 0.03050% 2
310906589 0.03050% 1
310905296 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906332 0.03050% 1
310904871 0.03050% 1
310906558 0.03050% 1
310906776 0.03050% 1
310906247 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310905295 0.03050% 1
310906391 0.03050% 1
310906620 0.03050% 1
310906299 0.03050% 1
310905537 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906778 0.03050% 1
310906088 0.03050% 1
310906642 0.03050% 1
310906207 0.03050% 1
310906174 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310905865 0.03050% 2
310906644 0.03050% 1
310906327 0.03050% 1
310906477 0.03050% 2
310906684 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906148 0.03050% 1
310906770 0.03050% 1
310906547 0.03050% 2
310906590 0.03050% 1
310906742 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310905446 0.03050% 2
310906346 0.03050% 2
310906549 0.03050% 1
310906256 0.03050% 1
310906328 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906502 0.03050% 1
310906675 0.03050% 2
310906301 0.03050% 1
310906394 0.03050% 1
310906027 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906597 0.03050% 1
310906597A 0.03050%
310906597B 0.03050%
310906597C 0.03050%
310906189 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
310906106 0.03050% 1
610906270 0.08050% 1
310906688 0.03050% 1
310906142 0.03050% 1
310906246 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906631 0.03050% 1
410906480 0.03050% 2
410906182 0.03050% 1
410906376 0.03050% 1
410906499 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410905964 0.03050% 1
410906005 0.03050% 1
410906393 0.03050% 1
410906243 0.03050% 1
310905113 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
620905484 0.08050% 1
620905485 0.08050% 1
410906683 0.03050% 1
410906330 0.03050% 2
410906447 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906172 0.03050% 1
410906625 0.03050% 2
410906404 0.03050% 1
410906729 0.03050% 1
410906190 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906471 0.03050% 1
410906061 0.03050% 1
410906205 0.03050% 1
410905763 0.03050% 1
410906307 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906080 0.03050% 1
410906162 0.04050% 1
410906377 0.03050% 1
410906052 0.03050% 1
410906587 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906591 0.03050% 2
410906454 0.03050% 1
410906141 0.03050% 1
410905986 0.03050% 1
410906452 0.04050% 1
------------------------------------------------------------------------------------------------------------------------------------
620906559 0.08050% 1
310906333 0.03050% 1
410906507 0.03050% 1
410906022 0.03050% 1
410905757 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410905492 0.03050% 1
410906445 0.03050% 1
410906632 0.03050% 1
410906501 0.04050% 1
410906389 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410905551 0.03050% 2
410906450 0.03050% 1
410906562 0.03050% 1
410906665 0.08050% 2
410906803 0.06050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906658 0.08050% 1
410906651 0.03050% 1
410906086 0.04050% 2
410906463 0.03050% 1
410906458 0.07050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906666 0.11050% 2
620906484 0.16050% 1
410906396 0.09050% 1
410906692 0.06050% 2
410906705 0.03050% 1
------------------------------------------------------------------------------------------------------------------------------------
410906720 0.11050% 1
410906748 0.15050% 2
Ex. X-0
XXXXXXX X-0
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOAN SELLER
The Mortgage Loan Seller hereby represents and warrants that, as of
the Closing Date:
(a) The Mortgage Loan Seller is a national banking association
duly organized, validly existing and in good standing under the laws of the
United States.
(b) The Mortgage Loan Seller's execution and delivery of,
performance under, and compliance with this Agreement, will not violate the
Mortgage Loan 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 material
instrument to which it is a party or by which it is bound, which default or
breach, in the good faith and reasonable judgment of the Mortgage Loan Seller,
is likely to affect materially and adversely the ability of the Mortgage Loan
Seller to perform its obligations under this Agreement.
(c) The Mortgage Loan Seller has the full power and authority to
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.
(d) This Agreement, assuming due authorization, execution and
delivery by the other party or parties hereto, constitutes a valid, legal and
binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage
Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, 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.
(e) The Mortgage Loan Seller is not in violation of, and its
execution and delivery of, performance under and compliance with 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 Mortgage Loan
Seller's good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Mortgage Loan Seller to perform its obligations
under this Agreement.
(f) No consent, approval, authorization or order of any state or
federal court or governmental agency or body is required for the consummation by
the Mortgage Loan Seller of the transactions contemplated herein, except for (A)
those consents, approvals, authorizations or orders that previously have been
obtained and (B) 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.
(g) No litigation, arbitration, suit, proceeding or governmental
investigation is pending or, to the best of the Mortgage Loan Seller's
knowledge, threatened against the Mortgage Loan Seller that, if determined
adversely to the Mortgage Loan Seller, would prohibit
Ex. B-1-1
the Mortgage Loan Seller from entering into this Agreement or that, in the
Mortgage Loan Seller's good faith and reasonable judgment, is likely to
materially and adversely affect the ability of the Mortgage Loan Seller to
perform its obligations under this Agreement.
(h) The transfer of the Mortgage Loans to the Purchaser as
contemplated herein is not subject to any bulk transfer or similar law in effect
in any applicable jurisdiction.
(i) The Mortgage Loan Seller is not transferring the Mortgage
Loans to the Purchaser with any intent to hinder, delay or defraud its present
or future creditors.
(j) The Mortgage Loan Seller will be solvent at all relevant times
prior to, and will not be rendered insolvent by, its transfer of the Mortgage
Loans to the Purchaser, as contemplated herein.
(k) After giving effect to its transfer of the Mortgage Loans to
the Purchaser, as provided herein, the value of the Mortgage Loan Seller's
assets, either taken at their present fair saleable value or at fair valuation,
will exceed the amount of the Mortgage Loan Seller's debts and obligations,
including contingent and unliquidated debts and obligations of the Mortgage Loan
Seller, and the Mortgage Loan Seller will not be left with unreasonably small
assets or capital with which to engage in and conduct its business.
(l) The Mortgage Loan Seller does not intend to, and does not
believe that it will, incur debts or obligations beyond its ability to pay such
debts and obligations as they mature.
(m) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Mortgage Loan Seller are pending or contemplated.
(n) The principal place of business and chief executive office of
the Mortgage Loan Seller is located in the State of California.
(o) The consideration received by the Mortgage Loan Seller upon
the sale of the Mortgage Loans constitutes at least fair consideration and
reasonably equivalent value for such Mortgage Loans.
Ex. B-1-2
EXHIBIT B-2
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
The Purchaser hereby represents and warrants that, as of the Closing
Date:
(a) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) The Purchaser's execution and delivery of, performance under,
and compliance with this Agreement, will not violate the Purchaser'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 material instrument to which it is a
party or by which it is bound, which default or breach, in the good faith and
reasonable judgment of the Purchaser, is likely to affect materially and
adversely the ability of the Purchaser to perform its obligations under this
Agreement.
(c) This Agreement, assuming due authorization, execution and
delivery by the other party or parties hereto, 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, receivership, 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.
(d) No litigation, arbitration, suit, proceeding or governmental
investigation is pending or, to the best of the Purchaser's knowledge,
threatened against the Purchaser that, if determined adversely to the Purchaser,
would prohibit the Purchaser from entering into this Agreement or that, in the
Purchaser's good faith and reasonable judgment, is likely to materially and
adversely affect the ability of the Purchaser to perform its obligations under
this Agreement.
(e) The Purchaser has the full power and authority to 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.
(f) The Purchaser is not in violation of, and its execution and
delivery of, performance under and compliance with 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 the ability of
the Purchaser to perform its obligations under this Agreement.
Ex. B-2-1
EXHIBIT C
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
FOR PURPOSES OF THIS EXHIBIT C, THE PHRASE "THE MORTGAGE LOAN
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 MORTGAGE LOAN SELLER, ITS OFFICERS AND EMPLOYEES RESPONSIBLE FOR THE
UNDERWRITING, ORIGINATION, SERVICING OR SALE OF THE MORTGAGE LOANS REGARDING THE
MATTERS EXPRESSLY SET FORTH BELOW IN EACH CASE WITHOUT HAVING CONDUCTED ANY
INDEPENDENT INQUIRY INTO SUCH MATTERS AND WITHOUT ANY OBLIGATION TO HAVE DONE SO
(EXCEPT (I) HAVING SENT TO THE SERVICERS SERVICING THE MORTGAGE LOANS ON BEHALF
OF THE MORTGAGE LOAN SELLER, IF ANY, SPECIFIC INQUIRIES REGARDING THE MATTERS
REFERRED TO AND (II) AS EXPRESSLY SET FORTH HEREIN). ALL INFORMATION CONTAINED
IN DOCUMENTS WHICH ARE PART OF OR REQUIRED TO BE PART OF A MORTGAGE FILE, AS
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (TO THE EXTENT SUCH DOCUMENTS
EXIST) SHALL BE DEEMED WITHIN THE MORTGAGE LOAN SELLER'S KNOWLEDGE.
The Mortgage Loan Seller hereby represents and warrants that, as of
the date herein below specified or, if no such date is specified, as of the
Closing Date, except with respect to the Exceptions described on Schedule C to
this Agreement and subject to Section 17 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.
2. Ownership of Mortgage Loans. Immediately prior to the transfer
of the Mortgage Loans to the Purchaser, the Mortgage Loan Seller had good and
marketable title to, and was the sole owner of, each Mortgage Loan. The Mortgage
Loan Seller has full right, power and authority to transfer and assign each
Mortgage Loan to or at the direction of the Purchaser free and clear of any and
all pledges, liens, charges, security interests, participation interests and/or
other interests and encumbrances. Upon consummation of transactions contemplated
by this Agreement, the Mortgage Loan Seller will have validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and to each
Mortgage Loan free and clear of any pledge, lien, charge, security interest or
other encumbrance. The sale of the Mortgage Loans to the Purchaser or its
designee does not require the Mortgage Loan Seller to obtain any governmental or
regulatory approval or consent that has not been obtained.
3. Payment Record. As of the Closing Date, the Mortgage Loan is
not, and in the prior 12 months (or since the date of origination if such
Mortgage Loan has been originated within the past 12 months), has not been, 30
days or more past due in respect of any Monthly Payment without giving effect to
any applicable grace period. If the Mortgage Loan Seller was the originator of
the Mortgage Loan, the Mortgage Loan has not been 60 days or more past due in
respect of any Monthly Payment (without giving effect to any applicable grace
period) at any time since the date of origination. If the Mortgage Loan Seller
was not the originator of the Mortgage Loan, the Mortgage Loan has not, to the
Mortgage Loan Seller's
Ex. C-1
knowledge, been 60 days or more past due in respect of any Monthly Payment
(without giving effect to any applicable grace period) at any time since the
date of origination.
4. Lien; Valid Assignment. The Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in Paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances, and
there are no liens and/or encumbrances that are pari passu with the lien of such
Mortgage, in any event 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 are referred to in the related
lender's title insurance policy (or, if not yet issued, referred to in a pro
forma title policy, a preliminary title policy with escrow instructions, or a
"marked-up" commitment, in each case binding upon the title insurer), none of
which (individually or in the aggregate) materially interferes with the security
intended to be provided by such Mortgage, the current marketability or principal
use 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, a preliminary title policy with escrow instructions or "marked-up"
commitment, in each case binding upon the title insurer), none of which
(individually or in the aggregate) materially interferes with the security
intended to be provided by such Mortgage, the current marketability or principal
use of the related Mortgaged Property or the current ability of the related
Mortgaged Property to generate income sufficient to service such Mortgage Loan,
(d) other matters to which like properties are commonly subject, none of which
(individually or in the aggregate) materially interferes with the security
intended to be provided by such Mortgage, the current marketability or principal
use 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 Mortgage Loan
Seller did not require to be subordinated to the lien of such Mortgage and which
do not (individually or in the aggregate) materially interfere with the security
intended to be provided by such Mortgage, the current marketability or principal
use of the related Mortgaged Property or the current ability of the related
Mortgaged Property to generate income sufficient to service the related Mortgage
Loan, (f) condominium declarations of record and identified in such lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy, a preliminary title policy with escrow instructions or "marked-up"
commitment, in each case binding upon the title insurer) and (g) 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 (g) being herein referred to as the
"Permitted Encumbrances"). Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments and UCC Financing
Statements, establishes and creates a valid and, subject to the exceptions set
forth in Paragraph 13 below, enforceable security interest in favor of the
holder thereof in all items of personal property owned by the related Borrower
which are material to the conduct in the ordinary course of the Borrower's
business on the related Mortgaged Property. 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 Mortgage Loan Seller), unless the
related Mortgage has been recorded in the name of
Ex. C-2
Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, in
which case no such assignment has been executed. Such assignment of Mortgage (if
any) constitutes a legal, valid, binding and, subject to the exceptions set
forth in Paragraph 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, to be included
in the related Mortgage File as otherwise contemplated by this Agreement, an
Assignment of Leases, either as a separate instrument or as part of the
Mortgage, related to and delivered in connection with each Mortgage Loan that
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
Mortgage Loan Seller) unless the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, in
which case no such assignment has been executed. Such assignment of Assignment
of Leases (if any) constitutes a legal, valid, binding and, subject to the
exceptions set forth in Paragraph 13 below, enforceable assignment of such
Assignment of Leases from the relevant assignor to the Trustee. If an Assignment
of Leases exists with respect to any Mortgage Loan (whether as part of the
related Mortgage or separately), then the related Mortgage or related Assignment
of Leases, subject to applicable law, provides for, upon an event of default
under the Mortgage Loan, the appointment of a receiver for the collection of
rents or for the related mortgagee to enter into possession to collect the rents
or for rents to be paid directly to the mortgagee.
6. Mortgage Status; Waivers and Modifications. 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) neither the related
Mortgaged Property nor any material portion thereof has 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. Condition of Property; Condemnation. In the case of each
Mortgage Loan, except as set forth in an engineering report prepared by a third
party engineering consultant and included in the Servicing File and which has
been the delivered to the initial Controlling Class Representative, the related
Mortgaged Property is, to the Mortgage Loan Seller's knowledge, free and clear
of any damage that would materially and adversely affect its value as security
for such Mortgage Loan (except in any such case where: (1) an escrow of funds or
insurance coverage or a letter of credit exists in an amount reasonably
estimated to be sufficient to effect the necessary repairs and maintenance; or
(2) such repairs and maintenance have been completed; or (3) such repairs and
maintenance are required to be completed and the amount reasonably estimated to
be sufficient to effect the necessary repairs and maintenance does not exceed 5%
of the original principal balance of the related Mortgage Loan). None of the
Ex. C-3
engineering reports referred to in the first sentence of this Paragraph 7 was
prepared more than 18 months prior to the Closing Date. As of the date hereof,
the Mortgage Loan Seller has no knowledge of any proceeding pending or written
notice of any proceeding threatened for the condemnation of all or any material
portion of the Mortgaged Property securing any Mortgage Loan. To the Mortgage
Loan Seller's knowledge (based solely on surveys (if any) and/or the lender's
title policy (or, if such policy is not yet issued, a pro forma title policy, a
preliminary title policy with escrow instructions or a "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 improvements on
the related Mortgaged Property considered material in determining the appraised
value of the Mortgaged Property at origination 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, marketability or current principal
use of such Mortgaged Property, and (b) no improvements on adjoining properties
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 lender's title insurance
policy or a comparable form of lender's title insurance policy approved for use
in the applicable jurisdiction (the "Title Policy") (or, if such policy is yet
to be issued, by a pro forma policy, a preliminary title policy with escrow
instructions or a "marked up" commitment binding on the title insurer) 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 any Permitted Encumbrances. 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
Mortgage Loan Seller's knowledge, no material claims have been made thereunder
and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor
to the Mortgage Loan Seller's knowledge, any other holder of the Mortgage Loan
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 (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), the following:
(a) access to a public road; and (b) that if a survey was reviewed or prepared
in connection with the origination of the related Mortgage Loan, the area shown
on such survey 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.
Ex. C-4
10. Mortgage Provisions. The Mortgage Loan Documents for each
Mortgage Loan, together with applicable state law, contain customary 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,
including, without limitation, foreclosure or similar proceedings (as applicable
for the jurisdiction where the related Mortgaged Property is located).
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 Mortgage Loan Seller, the
Purchaser or any transferee thereof except in connection with a trustee's sale
after default by the related Borrower or such customary fee, as may be payable,
in connection with any full or partial release of the related Mortgaged Property
or related security for such Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgage
Loans identified on Schedule C to this Agreement as Property Condition or
Engineering Report Loans, where the environmental assessment with respect to
lead based paint, asbestos containing materials, and radon gas was included in
the Property Condition or Engineering Report, with respect to each Mortgaged
Property (a) an environmental site assessment or an environmental site
assessment update (each, an "Environmental Assessment") was performed by an
independent third party environmental consultant with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) a report of each such Environmental Assessment or, in the
case of a Property Condition or Engineering Report Loan, the applicable Property
Condition or Engineering Report, if any (each, an "Environmental Report"), is
dated no earlier than twelve (12) months prior to the Closing Date and has been
delivered to the Purchaser, 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 material violation of applicable
environmental laws with respect to any known circumstances or conditions
relating to the related Mortgaged Property and the same has not been
subsequently remediated in all material respects, then one or more of the
following are true: (A) a party or parties not related to the related Borrower
was identified as a responsible party for such condition or circumstance, (B)
the related Borrower was required to provide additional security in an amount
reasonably estimated by the Mortgage Loan Seller to be adequate to cure the
violations and/or to obtain and, for the period contemplated by the related
Mortgage Loan documents, maintain an operations and maintenance plan, (C) the
related Borrower provided a "no further action" letter or other evidence
acceptable to the Mortgage Loan Seller in its reasonable business judgment, 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, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage
Ex. C-5
Loan, (F) there exists an escrow of funds reasonably estimated by the Mortgage
Loan Seller to be sufficient for purposes of effecting such remediation, (G) the
related Borrower or other responsible party is currently taking such actions, if
any, with respect to such circumstances or conditions as have been required by
the applicable governmental regulatory authority or recommended by the
environmental site assessment, (H) 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 or (I) a responsible party provided a guaranty or indemnity to
the related Borrower and/or the mortgagee to cover the costs of any required
investigation, testing, monitoring or remediation and, as of the date of
origination of the related Mortgage Loan, such responsible party had, in the
Mortgage Loan Seller's sole discretion, an appropriate net worth, or the
financial ability to pay or perform all of its obligations under such guaranty
or indemnity, in light of such material violation of applicable environmental
laws with respect to such known circumstances or conditions relating to the
related Mortgaged Property. To the Mortgage Loan 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 Mortgage Loan Seller in
connection with the issuance of any related environmental insurance policy, if
applicable, that render such Mortgaged Property in material violation of any
applicable environmental laws. For the Mortgaged Properties identified on
Schedule C (Representation 12) to this Agreement, the Mortgage Loan Seller
required the related Borrower to deliver, or the Mortgage Loan Seller itself
obtained, a secured creditor impaired property insurance policy naming the
Mortgage Loan Seller and its successors and/or assigns as a loss payee (a
"Secured Creditor Policy") or a pollution legal liability policy naming the
Mortgage Loan Seller and its successors and/or assigns as an additional insured
(a "PLL Policy"; a Secured Creditor Policy or a PLL Policy, an "Environmental
Policy") (provided that a Mortgaged Property will not be identified on Schedule
C (Representation 12) to this Agreement unless the applicable Environmental
Policy was obtained to specifically address an environmental concern or in lieu
of obtaining a Phase I environmental assessment or conducting additional
environmental testing); such Environmental Policy has been issued by an insurer
with a claims paying ability rating or a financial strength rating, as
applicable, of no less than "AA" by each of S&P and Fitch; such Environmental
Policy is in full force and effect and all premiums required to be paid in
connection with the issuance of such Environmental Policy have been so paid; and
either such Environmental Policy, by its terms, inures to the benefit of the
holder of the related Mortgage Loan or, subject to the Seller's compliance with
this Agreement, such Environmental Policy will be assigned to the Trustee within
a reasonable period of time following the Closing Date. All Environmental
Reports that were in the possession of the Mortgage Loan Seller and that relate
to a Mortgaged Property identified on Schedule C (Representation 12) to this
Agreement have been delivered to or disclosed to the environmental insurance
carrier issuing the related Environmental Policy prior to the issuance of such
Environmental Policy. Each Environmental Policy covering a Mortgaged Property
identified on Schedule C (Representation 12) to this Agreement that constitutes
a Secured Creditor Policy is in an amount either (1) at least equal to 125% of
the outstanding principal balance of the related Mortgage Loan or (2) equal to
the lesser of cleanup costs and the outstanding principal balance of the related
Mortgage Loan and, in either case, such policy has a term ending no sooner than
the date which is five years after the Stated Maturity Date (or, in the case of
an ARD Loan, the Anticipated Repayment Date) of the Mortgage Loan to which it
relates and either (x) does not provide for a deductible or (y)
Ex. C-6
provides for a deductible and the amount of that deductible is held in escrow.
Each Environmental Policy covering a Mortgaged Property identified on Schedule C
(Representation 12) to this Agreement that constitutes a PLL Policy (1) has a
term that is co-terminous with the Stated Maturity Date (or, in the case of an
ARD Loan, the Anticipated Repayment Date) of the related Mortgage Loan, (2)
provides for a deductible in an amount reasonably acceptable to the Mortgage
Loan Seller and (3) is in an amount reasonably acceptable to the Mortgage Loan
Seller. The Mortgage for each Mortgage Loan encumbering the related Mortgaged
Property or other related loan documents require 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 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 (i) bankruptcy, insolvency, fraudulent
transfer, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and (ii) 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 (i) and (ii)) 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. Except as set forth in the
immediately preceding sentence, there was no valid offset, defense, counter
claim or right of rescission available to the related Borrower with respect to
any of the related Mortgage Notes, Mortgages or other loan documents, including,
without limitation, any such valid offset, defense, counter claim or right based
on intentional fraud by Mortgage Loan Seller in connection with the origination
of the Mortgage Loan, that would deny the mortgagee the principal benefits
intended to be provided by the Mortgage Note, Mortgage or other loan documents.
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 for at least twelve (12) months
(18 months for Mortgage Loans above $35 million) (or a specified dollar amount
which, in the reasonable judgment of the Mortgage Loan Seller, will cover no
less than twelve (12) months (18 months for Mortgage Loans above $35 million) of
rental income). Set forth on Schedule C (Representation 14) to this Agreement is
a list of those Mortgaged Properties as to which a tenant having a net worth of
at least $50,000,000 or an investment grade rating provided self-insurance, as
contemplated by the second preceding sentence, as of the date of origination of
the subject Mortgage Loan. All such
Ex. C-7
hazard insurance policies described above contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee as an additional insured in the case of liability
insurance policies or as a loss payee in the case of property insurance
policies, and are not terminable (nor may the amount of coverage provided
thereunder be reduced) without 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. Except under circumstances that would be reasonably
acceptable to a prudent commercial mortgage lender, 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). Each Mortgage requires that the Borrower or a tenant of the
Borrower maintain insurance as described above or permits the mortgagee to
require insurance or self-insurance as described above, and permits the
mortgagee to purchase such insurance at the Borrower's expense if Borrower fails
to do so or provides that the mortgagee has the general right to cure defaults
of the Borrower. Each Mortgaged Property is also covered by comprehensive
general liability insurance in an amount at least equal to $1 million. If any
material part of the improvements, exclusive of a parking lot, located on a
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, the related
Borrower is required to maintain flood insurance in respect thereof to the
extent such flood insurance is available.
15. Taxes and Assessments. To the Mortgage Loan Seller's
knowledge, 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, or if there are such delinquent charges or taxes, or if the
appropriate amount of such taxes or charges is being appealed or is otherwise in
dispute, the unpaid taxes or charges are covered by an escrow of funds or other
security sufficient to pay such tax or charge. For purposes of this
representation and warranty, real property taxes and assessments shall not be
considered delinquent until the date on which interest and/or penalties would be
payable thereon.
16. Borrower Bankruptcy. To the Mortgage Loan Seller's knowledge,
no Borrower under a Mortgage Loan is a debtor in any state or federal
bankruptcy, insolvency or similar proceeding. To the Mortgage Loan Seller's
knowledge, as of the origination of the Mortgage Loan, none of (x) the
nonrecourse carveout guarantors or nonrecourse carveout indemnitors under the
Mortgage Loan, (y) any tenant with respect to more than 75% of the net rentable
area at the related Mortgaged Property that is an Affiliate of the Borrower or
(z) the sole tenant at the Mortgaged Property (in the case of this clause (z),
if substantially all of the Mortgaged Property is leased to a single tenant and
the tenant was the owner of the Mortgaged Property immediately prior to the
origination of the Mortgage Loan) was a debtor in any state or federal
bankruptcy, insolvency or similar proceeding.
Ex. C-8
17. Local Law Compliance. To the Mortgage Loan Seller's knowledge,
based upon any of a letter from governmental authorities, a legal opinion, an
architect's letter, a zoning consultant's report, an endorsement to the related
title policy, or based on such other due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the subject
Mortgaged Property is located (including, without limitation, when commercially
reasonable, a representation of the related Borrower at the time of origination
of the subject Mortgage Loan), the improvements located on or forming part of
each Mortgaged Property securing a Mortgage Loan are in material compliance with
applicable zoning laws and ordinances or constitute a legal non-conforming use
or structure (or, if any such improvement does not so comply and does not
constitute a legal non-conforming use or structure, such non-compliance and
failure does not materially and adversely affect (i) the value of the related
Mortgaged Property as determined by the appraisal performed in connection with
the origination of such Mortgage Loan; or (ii) the principal use of the
Mortgaged Property as of the date of the origination of such Mortgage Loan). As
of the date of origination, with respect to each legal non-conforming use or
structure, the originator determined (based on either (x) any of a review of the
applicable zoning law, a letter from a governmental authority, a legal opinion,
an architect's letter, a zoning consultant's report, an endorsement to the
related title policy or a combination of the foregoing or (y) due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject Mortgaged Property is located) that if a casualty occurred at
that time, the Mortgaged Property could have been restored or repaired to such
an extent that the use or structure of the restored or repaired property would
be substantially the same use or structure, or law and ordinance insurance has
been obtained, or a holdback has been established and the Borrower is required
to take steps necessary to cause the Mortgaged Property to become a conforming
use or structure.
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 submitted
for recording; 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) 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
Ex. C-9
amounts owed thereunder have been paid). If required by such Ground Lease, the
lessor has received notice of the lien of the related Mortgage in accordance
with the provisions of such Ground Lease;
(d) The related ground lessor has agreed to provide the holder of
the Mortgage Loan notice and the holder of such Mortgage Loan is permitted a
reasonable time to cure any default or breach by the lessee thereunder,
including such time as is necessary to gain possession of the Mortgaged
Property, by foreclosure or otherwise, if possession is necessary to effect such
cure, before the lessor thereunder may terminate such Ground Lease;
(e) In connection with the origination of such Mortgage Loan, the
related ground lessor provided an estoppel to the originator confirming that the
related Borrower was not then in default under such Ground Lease; such Ground
Lease 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 the mortgagee; the Mortgage Loan Seller has not received any
written notice of default under or termination of such Ground Lease; to the
Mortgage Loan Seller's knowledge, there is no material default under such Ground
Lease and no condition that, but for the passage of time or giving of notice,
would result in a material default under the terms of such Ground Lease; and, to
the Mortgage Loan Seller's knowledge, such Ground Lease is in full force and
effect as of the Closing Date;
(f) Such Ground Lease has an original term (or an original term
plus one or more optional renewal terms, which, under all circumstances, may be
exercised, and will be enforceable, by the mortgagee if it takes possession of
such leasehold interest) that extends not less than 20 years beyond the stated
maturity of the related Mortgage Loan, or 10 years if such Mortgage Loan fully
or substantially amortizes by the stated maturity;
(g) 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 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;
(h) 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;
(i) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender on a similar mortgaged property in the lending area
where the Mortgaged Property is located at the time of the origination of such
Mortgage Loan; and
Ex. C-10
(j) Such Ground Lease may not be amended or modified or any such
amendment or modification will not be effective against the mortgagee without
the prior written consent of the mortgagee under such Mortgage Loan, and any
such action without such consent is not binding on such mortgagee, its
successors or assigns, provided that such mortgagee has provided the ground
lessor with notice of its lien in accordance with the terms of such Ground
Lease.
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. In the case of each Mortgage Loan,
neither the Mortgage Loan Seller nor, to the Mortgage Loan Seller's knowledge,
any prior holder of such Mortgage Loan has advanced funds or induced, solicited
or knowingly received any advance of funds from a party other than the owner of
the related Mortgaged Property (other than amounts paid by the tenant as
specifically provided under a 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 (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 Mortgage Loan Seller's knowledge,
there are no pending actions, suits, governmental investigations 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, the principal benefit
of the security intended to be provided by the Mortgage Loan Documents, the
current ability of the Mortgaged Property to generate net cash flow sufficient
to service such Mortgage Loan, or the current principal use of the Mortgaged
Property.
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
other underwriting criteria specified therein. To the Mortgage Loan Seller's
knowledge, except for cases involving Cross-Collateralized Mortgage Loans, none
of the Mortgaged Properties securing the Mortgage Loans is encumbered by any
Ex. C-11
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. Each of the related Mortgage Loan Documents requires the Borrower to
pay all reasonable costs and expenses related to obtaining consent to an
encumbrance.
24. No Mechanics' Liens. As of the date of origination and, to the
Mortgage Loan Seller's knowledge, as of the Closing Date, 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, to the Mortgage Loan Seller's
knowledge, 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. Each Mortgage Loan complied with, or was exempt
from, all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Mortgage Loan Seller's knowledge,
as of the date of origination of each Mortgage Loan, and based on any of: (i) a
letter from governmental authorities, (ii) a legal opinion, (iii) an endorsement
to the related Title Policy, (iv) a representation of the related borrower at
the time of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the 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, and, as of
the Cut-Off Date, the Mortgage Loan Seller has no written notice that the
related Borrower was not in possession of such licenses, permits and franchises
or that such licenses, permits and franchises have not otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
U.S. "government securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i) 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 (i) the satisfaction of certain legal and underwriting requirements, (ii)
the payment of a release price and, if so provided in the related Mortgage Loan
Documents, prepayment consideration in connection therewith or (iii) the
substitution of real property collateral; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Mortgage Loan Seller did not give any material
value in underwriting the Mortgage Loan. With respect to any full or partial
Ex. C-12
release or substitution of collateral, as contemplated by the provisos to the
immediately preceding sentence, either: (a) such release or substitution of
collateral (i) would not constitute a "significant modification" of the subject
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2)
and (ii) would not cause the subject Mortgage Loan to fail to be a "qualified
mortgage" within the meaning of Section 860G(a)(3)(A) of the Code; or (b) the
mortgagee or servicer can, in accordance with the related Mortgage Loan
Documents, condition such release or substitution of collateral on the related
Borrower's delivery of an opinion of tax counsel to the effect specified in the
immediately preceding clause (a).
29. Defeasance. If such Mortgage Loan contains a provision for any
defeasance of mortgage collateral, such Mortgage Loan either (A) (1) permits
defeasance no earlier than two years after the Closing Date, (2) permits
defeasance only with substitute collateral constituting "government securities"
within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i), in an
amount sufficient to make all scheduled payments under the Mortgage Note and (3)
has been transferred by the Mortgage Loan Seller with the intent that the
defeasance provision not be utilized (x) for any reason other than to facilitate
the disposition of the Mortgaged Property or any other customary commercial
transaction or (y) as a part of an arrangement to collateralize a REMIC offering
with obligations that are not real estate mortgages or (B) requires that a legal
opinion or opinions be delivered with respect to the defeasance that states
subject to customary assumptions and qualifications that the holder of the such
Mortgage Loan has a first priority perfected security interest in the defeasance
collateral and that the defeasance will not cause the Trust to fail to qualify
as a REMIC as defined in the REMIC Provisions (the "Legal Opinion"). The related
Mortgage Loan Documents enable the lender to charge the Borrower for the
expenses associated with permitting a defeasance and provide for the following
items (or otherwise contain provisions pursuant to which the holder can require
such items): (a) an accountant's certification as to the adequacy of the
defeasance collateral to make payments under the related Mortgage Loan for the
remainder of its term, (b) the Legal Opinion, and (c) a letter or other written
evidence from the Rating Agencies to the effect that the defeasance will not
result in the withdrawal, downgrade or qualification of the ratings assigned to
the Certificates.
30. Fixed Rate Loan. 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.
31. Inspection. Each related Mortgaged Property was inspected by
or on behalf of the related originator or an affiliate during the 12 month
period prior to the related origination date.
32. No Material Default. To the Mortgage Loan Seller's knowledge,
there exists no material default, breach, violation or event of acceleration
under the Mortgage Note or Mortgage for any Mortgage Loan and no event has
occurred which, with the passing of time or giving of notice and the expiration
of any grace or cure period, would constitute such a material default or breach;
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 Mortgage Loan Seller in this Exhibit C.
Neither the Mortgage Loan Seller nor any servicer on
Ex. C-13
behalf of the Mortgage Loan Seller has accelerated the Mortgage Loan or
commenced judicial or non-judicial foreclosure proceedings with respect to the
Mortgage Loan.
33. Due-on-Sale. Except for transfers to specific parties that are
identified and pre-approved in the Mortgage Loan Documents and except with
respect to certain transfers by reason of family and estate planning and/or a
substitution or release of collateral within the parameters of Paragraph 28
above, each Mortgage contains a "due on sale" clause which expressly or
effectively provides for the acceleration of the payment of the unpaid principal
balance and accrued interest of the related Mortgage Loan if, without the prior
written consent of the holder of such Mortgage and/or the satisfaction of
specified criteria set forth in the related Mortgage Loan Documents, the
property subject to the Mortgage or any material portion thereof, or any
controlling interest in the Borrower (except for a transfer of a controlling
interest in the Borrower to a Person where one or more individuals specified in
the Mortgage (i) own and control at least 50% of the same type of ownership
interests in such Person and the Mortgaged Property as such individuals held in
the original Borrower and the Mortgaged Property and (ii) such individuals
continue to control the management of such Person and the Mortgaged Property),
is directly or indirectly transferred or sold; provided, however, that certain
Mortgage Loans provide a mechanism for the assumption of the loan by a third
party upon the Borrower's satisfaction of certain conditions precedent, and upon
payment of a transfer fee, if any, or transfer of interests in the Borrower or
constituent entities of the Borrower to a third party or parties related to the
Borrower upon the Borrower's satisfaction of certain conditions precedent.
34. Single Purpose Entity. The Borrower on each Mortgage Loan with
a Cut-off Date Principal Balance of $10,000,000 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 Mortgaged 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 Mortgaged 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, that it holds itself out as a
legal entity (separate and apart from any other person), that it will not
guarantee or assume the debts of any other person, that it will not commingle
assets with affiliates, and that it will not transact business with affiliates
except on an arm's-length basis.
35. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
36. Security Interests in Hospitality Properties. If any Mortgaged
Property securing a Mortgage Loan is operated as a hospitality property then (a)
the security agreements, financing statements or other instruments, if any,
related to the Mortgage Loan secured by such Mortgaged Property establish and
create a valid and enforceable (subject to the exceptions set forth in Paragraph
13 above) first priority security interest in all items of personal property
Ex. C-14
owned by the related Borrower which are material to the conduct in the ordinary
course of the Borrower's business on the related Mortgaged Property, subject
only to purchase money security interests, personal property leases and security
interests to secure revolving lines of credit and similar financing; and (b) one
or more Uniform Commercial Code financing statements covering such personal
property have been filed or recorded (or have been sent for filing or recording)
wherever necessary to perfect under applicable law such security interests (to
the extent a security interest in such personal property can be perfected by the
filing of a Uniform Commercial Code financing statement under applicable law).
The related assignment of such security interest (but for insertion of the name
of the assignee and any related information which is not yet available to the
Mortgage Loan Seller) executed and delivered in favor of the Trustee constitutes
a legal, valid and binding assignment thereof from the relevant assignor to the
Trustee.
37. Prepayment Premiums. Prepayment Premiums payable with respect
to each Mortgage Loan, if any, constitute "customary prepayment penalties"
within meaning of Treasury Regulations Section 1.860G-1(b)(2).
38. [RESERVED]
39. [RESERVED]
40. Recourse. The related Mortgage Loan Documents contain
provisions providing for recourse against the related Borrower, a principal of
such Borrower or an entity controlled by a principal of such Borrower, or a
natural person, for damages sustained in connection with the Borrower's fraud or
willful misrepresentation, failure to deliver insurance or condemnation proceeds
or awards or security deposits to lender or to apply such sums as required under
the Mortgage Loan Documents, failure to apply rents and other income during a
default or after acceleration to either amounts owing under the loan or normal
and necessary operating expenses of the property or commission of material
physical waste at the Mortgaged Property. 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, or a natural
person, has agreed to indemnify the mortgagee for damages resulting from
violations of any applicable environmental covenants.
41. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that has not been assigned to the Purchaser.
42. 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.
43. Escrows. All escrow deposits (including capital improvements,
environmental remediation reserves and other reserve deposits, if any) relating
to any Mortgage Loan that were required to be delivered to the lender under the
terms of the related Mortgage Loan Documents, have been received and, to the
extent of any remaining balances of such escrow deposits, are in the possession
or under the control of Mortgage Loan Seller or its agents (which shall include
the applicable Master Servicer). All such escrow deposits which are
Ex. C-15
required for the administration and servicing of such Mortgage Loan are conveyed
hereunder to the Purchaser. Any and all material requirements under each
Mortgage Loan as to completion of any material improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the Closing Date, have been complied with
in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
44. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage Loan Documents require the related Borrower, in some cases at
the request of the lender, to provide to the holder of such Mortgage Loan
operating statements and rent rolls not less frequently than quarterly and
annually and financial statements of the Borrower not less frequently than
annually (except if the Mortgage Loan has an outstanding principal balance of
less than or equal to $4,000,000 as of the Cut-off Date or the related Mortgaged
Property has only one tenant, in either of which cases the Mortgage Loan
Documents require the Borrower, in some cases at the request of the lender, to
provide to the holder of such Mortgage Loan operating statements and (if there
is more than one tenant) rent rolls and/or financial statements of the Borrower
annually), and such other information as may be required therein.
45. Appraisals. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of the Mortgage Loan, which
appraisal is signed by an appraiser, who, to the Mortgage Loan Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Borrower or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; in connection
with the origination of the Mortgage Loan, each appraiser has represented in
such appraisal or in a supplemental letter that the appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation.
46. No Capital Contributions. The Mortgage Loan Seller has no
obligation to make any capital contributions to the related Borrower under the
Mortgage Loan.
47. Grace Periods. The related Mortgage or Mortgage Note provides
a grace period for Monthly Payments no longer than ten (10) days from the
applicable Due Date.
48. Access Routes. Based solely on surveys, title insurance
reports, the Title Policy, the engineering report, the appraisal and/or other
relevant documents included in the Mortgage File, at the time of origination of
the Mortgage Loan, the Mortgaged Property had access to a public road.
49. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, in
which case the Mortgage Loan requires the Borrower to escrow an amount
sufficient to pay taxes for the existing tax parcel of which the Mortgaged
Property is a part.
Ex. C-16
50. Loan Servicing. The servicing practices used with respect to
each Mortgage Loan have been in all material respects legal, proper, and
prudent.
51. Terrorism Insurance. With respect to each Mortgage Loan that
has a Stated Principal Balance as of the Cut-off Date that is greater than or
equal to $20,000,000, the related all risk insurance policy and business
interruption policy do not specifically exclude acts of terrorism from coverage.
To the Mortgage Loan Seller's knowledge, as of the date of origination of the
Mortgage Loan the related all risk insurance policy and business interruption
policy did not, and as of the date hereof the related all risk insurance policy
and business interruption policy does not, specifically exclude acts of
terrorism from coverage. The knowledge of the Mortgage Loan Seller referred to
in the preceding sentence is based on the procedures described on Schedule C
hereto. With respect to each of the Mortgage Loans, the related Mortgage Loan
Documents do not expressly waive or prohibit the mortgagee from requiring
coverage for acts of terrorism or damages related thereto, except to the extent
that any right to require such coverage may be limited by commercially
reasonable availability, or as otherwise indicated on Schedule C to this
Agreement.
Ex. C-17
SCHEDULE C
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
SCHEDULE A
BSCMSI 2007-PWR17/XXXXX FARGO POOL 59
XXXXX FARGO LOANS
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
1. Mortgage Loan Schedule.
2. Ownership of Mortgage Loans.
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
$756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is contributing A-2 Note to BSCMSI
2007-PWR17 Trust; The loan is serviced pursuant to the Pooling and
Servicing Agreement for the MLMT 2007-C-1
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust
o Shepherd Ranch Shopping Plaza (610906270) ($5,700,000):
Correspondent fee agreement executed with third party (Xxxx-Xxxxx
Capital Group, Inc.)
o Rite Aid Barstow (620905484) ($4,200,000): Correspondent fee
agreement executed with third party (Alison Company)
o Rite Aid Coachella (620905485) ($4,200,000): Correspondent fee
agreement executed with third party (Alison Company)
o 000-000 Xxxxxxx Xxxx Industrial (620906484) ($1,365,000):
Correspondent fee agreement executed with third party (Alison
Company)
o Hidden Valley Parkway Shops (620906559) ($2,725,000): Correspondent
fee agreement executed with third party (Keystone Mortgage Corp.)
3. Payment Record.
4. Lien; Valid Assignment.
Sch. C-1
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
(i) $756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is contributing A-2 Note to BSCMSI
2007-PWR17 Trust; The loan is serviced pursuant to the Pooling and
Servicing Agreement for the MLMT 2007-C-1; also, (ii) With respect
to one of constituent properties (Peachtree Street - allocated loan
amount of $15,561,000) the borrower's interest is comprised of a
condominium interest for approximately 92% of the related units; The
condominium association owns an adjacent parking garage that
services constituent property but the parking garage is neither a
current common element of the condominium regime nor collateral for
the subject loan; The holder of the mortgage lien on the parking
garage has agreed, however, that it will not take any enforcement
action while the subject loan is outstanding and its lien will be
extinguished in the event of a foreclosure of the subject loan;
also, (iii) Out parcel tenant (Xxxx'x Xxxxx ) at CC at Town Park
property (allocated loan amount of $23,265,602) has right of first
refusal (ROFR) to purchase its leased property and a small portion
of adjacent land; Foreclosure does not extinguish ROFR; Loan
documents provide for release of Xxxx'x Xxxxx ROFR-related property
subject to certain conditions, including payment of release price to
lender; also (iv) Condominium association and other condominium unit
owners at Peachtree Street property (allocated loan amount of
$15,561,000) have ROFR to purchase space in the building;
Foreclosure does not extinguish ROFR; Foreclosure or deed-in-lieu
does not trigger ROFR, however
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust
o DRA Retail Portfolio (3 Properties) (510906196) ($49,000,000): With
respect to Cherrydale property only, Tenant (Ingles Market) has
right of first refusal (ROFR) affecting entirety of property; ROFR
is not extinguished by foreclosure; Foreclosure or deed-in-lieu does
not trigger ROFR, however
o Palm Valley Medical Bldg (310905296) ($24,000,000): Declarant under
11.19.2003 Parcel Declaration for Palm Valley Medical Center Campus
has conditional right to repurchase entirety of mortgaged property
at fair market value improvements are not restored following
casualty or condemnation; Declarant estoppel provides, among other
things, that Declarant shall not exercise purchase option if,
following Declarant notice of intent to purchase ("notice date"),
(i) (a) lender or borrower notifies Declarant of intend to restore
and commences restoration within 90 days of notice date, or (b)
Lender commences remedies within such 90-day period; and (ii) either
(a) borrower completes restoration in 24 months of notice date or
(b) lender completes remedies within such 24 month
Sch. C-2
period; also, loan is springing recourse to borrower and warm body
guarantors if conditional repurchase right exercised
o Estrella Medical Plaza (310904871) ($21,000,000): (i) Ground lessor
(Banner Health) has purchase option affecting entirety of property
if there is more than 49% change in Borrower in any 2 year period;
Ground leases were amended to make such rights subject to transfer
and prepayment terms of loan documents, and all amounts due under
loan (including repayment charges) are required to be satisfied;
also, (ii) Ground lessor has right of first refusal (ROFR); ROFR
affects entire property, ROFR is not extinguished by foreclosure;
Foreclosure or deed-in-lieu does not trigger ROFR, however
o Cardenas Market Fontana (310906558) ($20,000,000): (i) Tenant
(Xxxxxxxx Market) has a right of first refusal (ROFR's) affecting
its respective leased parcel and/or entirety of shopping center;
ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu
does not trigger ROFR, however, and (ii) Tenant (Starbucks) has a
right of first refusal (ROFR's) affecting its respective leased
parcel in the event that Borrower elects to sell only the Starbucks
parcel; ROFR is not extinguished by foreclosure; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o North Los Altos SC (310906299) ($14,000,000): Tenant (McDonald's)
has right of first refusal (ROFR) affecting its leased parcel; ROFR
is not extinguished by foreclosure; Lease is silent regarding
foreclosure or deed-in-lieu's triggering ROFR, but post-closing
delivery of SNDA with provision that foreclosure/deed-in-lie does
not trigger ROFR is best efforts undertaking by Borrower, however;
McDonald's rent comprises 4.5% of economic rent; Underwritten LTV is
33%
o The Ventura SC (310906327) ($10,000,000): Tenant (Wal-Mart) has
right of first offer (ROFO) affecting its leased parcel; ROFO is not
extinguished by foreclosure; Foreclosure or deed-in-lieu does not
trigger ROFO, however
o Aetna Bldg (310906742) ($7,600,000): Basin Electric Power
Cooperative (predecessor-in-title) has right of first refusal (ROFR)
affecting entirety of mortgaged property; ROFR is not extinguished
by foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR,
however
o Sandpointe Apts (310906346) ($7,250,000): 32 units on the property
are the subject of affordable housing-type use restrictions; Based
on 08.31.2006 annual report property is in compliance; Current
market rental rates as underwritten not greater than the affordable
housing restricted rental rate
o Ray's Food Place (310906328) ($6,840,000): Tenant (Ray's Food Place)
has right of first refusal (ROFR) affecting its leased parcel; ROFR
is not extinguished by foreclosure; Foreclosure or deed-in-lieu does
not trigger ROFR, however
o Rite Aid Wirum Portfolio (310906597) ($6,050,000): For each of three
constituent properties, tenant (Rite-Aid) has right of first refusal
(ROFR) affecting
Sch. C-3
entirety of such constituent property; ROFR is not extinguished by
foreclosure; Foreclosure or deed-in-lieu does not trigger ROFR,
however
o South Fountain View Office Center (310906106) ($6,000,000):
Fractional condominium; Borrower has 50% ownership interest; Each of
two units is separate building, and related unit owner has
maintenance responsibilities for related building; of condominium;
Two-thirds vote required for major actions; Association assessments
are limited to maintenance of parking and landscaping, and snow
removal
x Xxxxx Bldg (410906005) ($4,500,000): Tenant (Clear Channel Outdoor,
Inc.) has right of first opportunity to purchase billboard sign,
billboard structural framework and billboard foundation adjacent to
the building together with an easement for access thereto; ROFO is
not extinguished by foreclosure; Foreclosure or deed-in-lieu does
not trigger ROFO, however
o Walgreens - Brick, New Jersey (410906393) ($4,500,000): Tenant
(Walgreen's) has right of first refusal (ROFR) affecting entirety of
property; ROFR is not extinguished by foreclosure; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o Rite Aid Fallbrook (410906172) ($3,600,000): Tenant (Rite-Aid) has
right of first offer (ROFO) affecting entirety of property; ROFO is
not extinguished by foreclosure; Foreclosure or deed-in-lieu does
not trigger ROFO, however
o The Xxxxx Bldg (410906307) ($3,047,000): Tenant (Indiana University)
has right of first refusal (ROFR) affecting entirety of property;
ROFR is not extinguished by foreclosure; Foreclosure or deed-in-lieu
does not ostensibly trigger ROFR due to "bona fide offer" language
in underlying lease; Carve-out obtained regarding losses arising
from assertion by tenant that foreclosure/deed-in-lieu triggers
ROFR, however
o 000 X. Xxxxxxx Xxxxx Retail Center (410906632) ($2,200,000): (i)
Tenant (L2 Corporation) has purchase option affecting entirety of
property; SNDA prohibits transfer of title until satisfaction of
debt or defeasance of loan; also, (ii) Tenant has right of first
refusal (ROFR) and right of first offer (ROFO); ROFR affects entire
property, ROFR is not extinguished by foreclosure; Foreclosure or
deed-in-lieu does not trigger ROFR, however; ROFO affects only part
of property, tenant has first offer to expand space
o National Tire & Battery - Shawnee (410906658) ($1,750,000): Tenant
(National Tire & Battery) has right of first refusal and right of
first offer (ROFR/ROFR) affecting entirety of property; ROFR/ROFO is
not extinguished by foreclosure; Loan becomes full recourse if
tenant exercises or attempts to exercise ROFR/ROFO in connection
with lender's exercise of remedies or if tenant acquires property
pursuant to ROFR/ROFO without lender's consent
5. Assignment of Leases and Rents.
Sch. C-4
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
$756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is contributing A-2 Note to BSCMSI
2007-PWR17 Trust; The loan is serviced pursuant to the Pooling and
Servicing Agreement for the MLMT 2007-C-1
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust
6. Mortgage Status; Waivers and Modifications
7. Condition of Property; Condemnation.
8. Title Insurance
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
$756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is contributing A-2 Note to BSCMSI
2007-PWR17 Trust; The loan is serviced pursuant to the Pooling and
Servicing Agreement for the MLMT 2007-C-1; The Mortgage Loan Seller
has not done, by act or omission, anything that would materially
impair the coverage under the title policy, but no representation
can be made with respect to the acts or omissions of the holder of
the mortgage (currently U.S. Bank National Association, as trustee
under the Pooling and Servicing Agreement for MLMT 2007-C-1 Trust)
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust; The
loan is serviced pursuant to the Pooling and Servicing Agreement for
the MLMT 2007-C-1; The Mortgage Loan Seller has not done, by act or
omission, anything that would materially impair the coverage under
the title policy, but no representation can be made with respect to
the acts or omissions of the holder of the mortgage (currently U.S.
Bank National Association, as trustee under the Pooling and
Servicing Agreement for MLMT 2007-C-1 Trust)
9. No Holdbacks.
10. Mortgage Provisions.
Sch. C-5
11. Trustee under Deed of Trust.
12. Environmental Conditions.
Schedule A Loans (In lieu of Phase I, property was included in lender's
group secured creditor impaired policy issued by Steadfast Insurance
Company
o Woodcreek Estates (410906480) ($5,000,000)
o 10471 Grant Line (410906499) ($4,880,000)
o Rite Aid Barstow (620905484) ($4,200,000)
o Rite Aid Coachella (620905485) ($4,200,000)
o 000 Xxxx Xxxxxx (410906683) ($4,000,000)
o Xxxxxx Xxxx Apts (410906330) ($3,800,000)
o Park 16 Office Bldg (410906447) ($3,745,000)
o Rite Aid Fallbrook (410906172) ($3,600,000)
o Eastwood Terrace Apts (410906625) ($3,580,000)
o Florida Secure Storage (410906404) ($3,480,000)
o Airport Business Park (410906061) ($3,300,000)
o Scolari's (410906471) ($3,300,000)
o Lake Meridian Station (410906205) ($3,250,000)
o The Xxxxx Bldg (410906307) ($3,047,000)
o Lake Plaza Office Bldg (410906080) ($3,000,000)
o Shops at Xxxxxxxx Road (410906052) ($3,000,000)
o Avalon Plaza (410906377) ($3,000,000)
o Priority Health Office Bldg (410906587) ($2,900,000)
o Trillium Townhomes Phase II (410906591) ($2,900,000)
o Total Roofing Bldg (410906454) ($2,885,000)
o Gateway Market (410906141) ($2,800,000)
o Rust Bldg (410906452) ($2,750,000)
Sch. C-6
o Hidden Valley Parkway Shops (620906559) ($2,725,000)
o Black Canyon Plaza (410905986) ($2,770,000)
o The Shops at Costco Plaza (410906022) ($2,560,000)
o AA- Alpine-Jordan Point (410905492) ($2,500,000)
x Xxxxxx and Baronne SS (410905757) ($2,500,000)
o Office Max Chesapeake (410906501) ($2,100,000)
o Chicago Title Office Complex (410906389) ($2,080,000)
o Brentwood Townhomes (410905551) ($2,000,000)
o Eastside SS (410906450) ($1,920,000)
o Rocky Mountain Pies Industrial (410906562) ($1,875,000)
o 0000 Xxxxx Xxxxxx (410906665) ($1,800,000)
o Linden Avenue Apts (410906086) ($1,750,000)
o Palm Bay Commons (410906651) ($1,750,000)
o National Tire & Battery - Shawnee (410906658) ($1,750,000)
o Bank of the West Bldg - Danville (410906458) ($1,680,000)
o 000 Xxxxxxx Xxxxxx (410906666) ($1,400,000)
o Autozone Paradise (410906396) ($1,150,000)
o Xxxxxx Xxxx Apts (410906692) ($1,050,000)
o ADT Office Bldg (410906705) ($1,040,000)
o Xxxxxxx Xxxxxxxx - Xxxxxxxxx (410906720) ($935,000)
o La Fortuna Apts (410906748) ($850,000)
13. Loan Document Status.
14. Insurance.
o Niagara Water (310906391) ($15,440,000): Borrower's obligation to
provide rent loss and business interruption insurance is
conditionally suspended provided that
Sch. C-7
the lease covering the entirety of the mortgaged property does not
provide for any rent abatement in the event of a casualty
o Rite Aid Wirum Portfolio (310906597) ($6,050,000): Policy deductible
for required casualty insurance is $500,000; lease is guaranteed by
Rite-Aid Corporation
o CVS Pharmacy Newbury Park (410906631) ($5,300,000): Based on seismic
study, PML is 21% Earthquake insurance is currently in effect;
however deductible is $500,000 (full replacement value of the
mortgaged property is $1,853,000); Tenant has the obligation under
the related lease to fully restore the mortgaged property in the
event of a casualty; As of 12.31.2006 CVS has a net worth of $9.9
billion; also, Carve-out obtained from warm body guarantors for
related losses
o Rite Aid Barstow (620905484) ($4,200,000): Borrower's obligation to
provide required casualty, rent loss, comprehensive general
liability and terrorism insurance suspended so long as tenant
satisfies lease's insurance requirements, subject to certain
conditions, including Tenant `s (Rite-Aid) maintaining "reserve
adequate for risks covered by such plan of self-insurance; Lease
requires Rite-Aid to provide casualty and liability coverages only;
also, permitted deductible of $500,000 for casualty insurance if
third party coverage maintained; Casualty, rent loss, comprehensive
general liability and terrorism insurance are currently in place
from third party providers; deductible is currently $500,000 for
casualty insurance
o Rite Aid Coachella (620905485) ($4,200,000): Borrower's obligation
to provide required casualty, rent loss, comprehensive general
liability and terrorism insurance suspended so long as tenant
satisfies lease's insurance requirements, subject to certain
conditions, including Tenant `s (Rite-Aid) maintaining "reserve
adequate for risks covered by such plan of self-insurance; Lease
requires Rite-Aid to provide casualty and liability coverages only;
also, permitted deductible of $500,000 for casualty insurance if
third party coverage maintained; Casualty, rent loss, comprehensive
general liability and terrorism insurance are currently in place
from third party providers; deductible is currently $500,000 for
casualty insurance
x Xxxxxx and Baronne SS (410905757) ($2,500,000): Terrorism coverage
not expressly required; Terrorism insurance currently in place,
however
o Eckerd - High Point, NC (410906803) ($1,785,001): Borrower's
obligation to provide required casualty, rent loss, and
comprehensive general liability insurance suspended subject to
certain conditions, including tenant's (Eckerd Corporation)
maintaining lease-required coverages; also, up to $500,000
deductible permitted; Tenant has not currently elected to self
insure; Casualty, rent loss, comprehensive general liability and
terrorism insurance are currently in place from third party
providers; deductible is currently $500,000 for casualty insurance
Sch. C-8
o Schedule C Information: (Self-insurance undertaking provided by
tenants having net-worth of at least $50 million or investment grade
rating)
15. Taxes and Assessments.
16. Borrower Bankruptcy.
17. Local Law Compliance.
18. Leasehold Estate Only.
o Creekwood Commons (310906247) ($19,200,000): Part Fee/ Part
Leasehold; Fee Not Subordinated; Area comprising ground lease (City
of Kansas City is ground lessor) is currently used for shopping
center signage, but alternative sites exist along frontage of two
major thoroughfares if signage required to be relocated; Ground
lease expires 07.07.2018; Variations: (i) Ground lease term does not
extend 20 years past loan maturity; (ii) Leasehold mortgagee does
not have express right to enter into new lease with ground lessor if
ground lease terminated for any reason, including bankruptcy; New
lease rights conditioned upon curing of past defaults; (iii)
Casualty or condemnation proceeds not obligated to be applied to
either restoration or debt; and (iv) Ground lessor approval required
in connection with any assignment or subleasing, not to be
unreasonably withheld
o Rite Aid Wirum Portfolio (310906597) ($6,050,000): Leasehold; Fee
Not Subordinated; As to Dumfries, VA property only (1 of 3
constituent properties), Ground lease comprises entirety of
constituent mortgaged property; Latest ground lease term expires
07.31.2027 (loan matures 07.01.2017); Borrower has five 5 year
extensions but such extensions are not exercisable by the mortgagee;
Variations: (i) Ground Lease term (excluding extensions exercisable
by Borrower only) does not extend 20 years past loan maturity, and
(ii) Ground lease does not expressly provide that casualty or
condemnation proceeds will be applied to restoration or debt
repayment
19. Qualified Mortgage.
20. Advancement of Funds.
21. No Equity Interest, Equity Participation or Contingent Interest.
22. Legal Proceedings.
23. Other Mortgage Liens.
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
$756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is
Sch. C-9
contributing A-2 Note to BSCMSI 2007-PWR17 Trust; The loan is
serviced pursuant to the Pooling and Servicing Agreement for the
MLMT 2007-C-1
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust
o Fairfield Inn - Chantilly, VA (310906642) ($11,120,000): $695,000
subordinated B Note held by CBA Mezzanine Capital Finance, LLC; B
Note and right of holder of B Note to receive payments is junior and
subordinated to A Note and rights of holder of A Note; A Note and B
Note are cross-defaulted
o Hampton Inn - Woodbridge, VA (310906644) ($10,250,000): $635,000
subordinated B Note held by CBA Mezzanine Capital Finance, LLC; B
Note and right of holder of B Note to receive payments is junior and
subordinated to A Note and rights of holder of A Note; A Note and B
Note are cross-defaulted
24. No Mechanics' Liens.
25. Compliance.
26. Licenses and Permits.
27. Cross-collateralization.
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
$756,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $247,302,418.67; A-2
Note in amount of $247,302,418.67; and A-3 Note in amount of
$247,302,418.66); Xxxxx Fargo is contributing A-2 Note to BSCMSI
2007-PWR17 Trust; The loan is serviced pursuant to the Pooling and
Servicing Agreement for the MLMT 2007-C-1
o 0000 Xxx Xxxx Xxx - (Note A-2) (510906940 ($112,500,000):
$225,000,000 senior loan to borrower is secured on a pari passu
basis by various notes (A-1 Note in amount of $112,500,000 and A-2
Note in amount of $112,500,000); Xxxxx Fargo is contributing A-2
Note to BSCMSI 2007-PWR17 Trust; The loan is serviced pursuant to
the Pooling and Servicing Agreement for the MLMT 2007-C-1 Trust
o Fairfield Inn - Chantilly, VA (310906642) ($11,120,000): $695,000
subordinated B Note held by CBA Mezzanine Capital Finance, LLC; B
Note and right of holder of B Note to receive payments is junior and
subordinated to A Note and rights of holder of A Note; A Note and B
Note are cross-defaulted
Sch. C-10
o Hampton Inn - Woodbridge, VA (310906644) ($10,250,000): $635,000
subordinated B Note held by CBA Mezzanine Capital Finance, LLC; B
Note and right of holder of B Note to receive payments is junior and
subordinated to A Note and rights of holder of A Note; A Note and B
Note are cross-defaulted
28. Releases of Mortgage Property.
29. Defeasance.
30. Fixed Rate Loan.
31. Inspection.
32. No Material Default.
33. Due-on-Sale.
34. Single-Purpose Entity.
o East Main St (310906174) ($10,560,000): Xxxxx 0 SPE; Recycled SPE,
prior owned property not same as mortgaged property (2 parcels
conveyed out prior to closing); Each of the two prior owned
properties (123 East Main and 000 Xxxx Xxxxxxxx Xxxxxx) was the
subject of a Phase I study dated 12.07.2006 or 03.26.2007,
respectively; Neither Phase I study recommended any further action;
Carve-out obtained from warm body guarantors for related losses
35. Whole Loan.
36. Security Interests in Hospitality Properties.
37. Prepayment Premiums.
38. [RESERVED]
39. [RESERVED]
40. Recourse.
41. Assignment of Collateral.
42. Fee Simple or Leasehold Interests.
43. Escrows.
44. Operating Statements.
45. Appraisals.
46. No Capital Contributions.
Sch. C-11
47. Grace Periods.
o DRA Office Colonial Portfolio (Note A-2) (510906939) ($247,302,419):
15 day late charge grace period required by state statute (North
Carolina)
o Eckerd - High Point, NC (410906803) ($2,613,000): 16 day late charge
grace period (15 days required by North Carolina statute); 5 day
default interest grace period, however
48. Access Routes.
49. Tax Parcels.
50. Loan Servicing.
51. Terrorism Insurance.
o Rite Aid Barstow (620905484) ($4,200,000): Borrower's obligation to
provide terrorism insurance suspended in the event that tenant
(Thrifty Payless, Inc.) elects to self-insure as provided in its
lease; Tenant has not currently elected to self insure; Terrorism
insurance is currently in place from third party provider
o Rite Aid Coachella (620905485) ($4,200,000): Borrower's obligation
to provide terrorism insurance suspended in the event that tenant
(Thrifty Payless, Inc.) elects to self-insure as provided in its
lease; Tenant has not currently elected to self insure; Terrorism
insurance is currently in place from third party provider
x Xxxxxx and Baronne SS (410905757) ($2,500,000): Terrorism coverage
not expressly required; Terrorism insurance currently in place,
however
o Eckerd - High Point, NC (410906803) ($1,785,001): Borrower's
obligation to provide required terrorism insurance suspended subject
to certain conditions, including tenant's (Eckerd Corporation)
elects to self-insure as provided in its lease; Tenant has not
currently elected to self insure; Terrorism insurance is currently
in place from third party provider
Sch. X-00
XXXXXXX X-0
FORM OF CERTIFICATE OF THE SECRETARY OR
AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER
Executed Certificate attached at Tab 43.
Ex. X-0-0
XXXXXXX X-0
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
CERTIFICATE OF MORTGAGE LOAN SELLER
In connection with the execution and delivery by Xxxxx Fargo Bank,
National Association ("Xxxxx Fargo Bank") of, and the consummation of the
various transactions contemplated by, that certain Mortgage Loan Purchase and
Sale Agreement dated as of September 12, 2007 (the "Mortgage Loan Purchase
Agreement") among Xxxxx Fargo Bank as seller and Bear Xxxxxxx Commercial
Mortgage Securities Inc. as purchaser (the "Purchaser"), the undersigned hereby
certifies that (i) except as previously disclosed to the Purchaser in writing,
the representations and warranties of Xxxxx Fargo Bank in or made pursuant to
Section 4(a) of the Mortgage Loan Purchase 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, (ii) Xxxxx Fargo Bank has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part
required under the Mortgage Loan Purchase Agreement to be performed or satisfied
at or prior to the date hereof, and (iii) since the date of the Mortgage Loan
Purchase Agreement, there will not have been, immediately prior to the transfer
of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any
material adverse change in the financial condition of Xxxxx Fargo Bank.
Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Mortgage Loan Purchase Agreement.
Certified this __ day of September, 2007.
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: _____________________________
Name:
Title:
Ex. D-2-1
EXHIBIT D-3A
FORM OF OPINION PURSUANT TO SECTION 7(VI)
Executed opinion attached at Tab 96.
Ex. D-3A-1
EXHIBIT D-3B
FORM OF OPINION PURSUANT TO SECTION 7(VII)
Executed opinion attached at Tab 95.
Ex. D-3B-1
EXHIBIT D-3C
FORM OF OPINION PURSUANT TO SECTION 7(VIII)
Executed opinion attached at Tab 92 and Tab 93.
Ex. D-3C-1
