EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of August 1, 2006
(this "Agreement"), is entered into between WACHOVIA BANK, NATIONAL ASSOCIATION
(the "Seller") and WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with
certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement (the "Pooling and Servicing Agreement"), dated as of August
1, 2006, among the Purchaser, as depositor, Wachovia Bank, National Association,
as master servicer (in such capacity, the "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer") and Xxxxx Fargo Bank, N.A.,
as trustee (the "Trustee"). Capitalized terms used but not defined herein
(including the Schedules attached hereto) have the respective meanings set forth
in the Pooling and Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $2,440,050,296 (the "Wachovia Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received.
The Wachovia Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-Off Date (after
giving effect to any payments due on or before such date whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-Off Date Pool Balance") of $3,079,909,568 (subject to a variance of plus or
minus 5.0%). The purchase and sale of the Mortgage Loans shall take place August
23, 2006, or such other date as shall be mutually acceptable to the parties to
this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase
Price") for the Mortgage Loans shall be equal to (i) % of the Wachovia
Mortgage Loan Balance as of the Cut-Off Date, plus (ii) $9,412,716, which amount
represents the amount of interest accrued on the Wachovia Mortgage Loan Balance
at the related Net Mortgage Rate for the period from and including the Cut-Off
Date up to but not including the Closing Date but does not reflect any deduction
for any fees and/or expenses incurred in connection with this transaction.
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Seller of the Aggregate Purchase Price and satisfaction of the other conditions
to closing that are for the benefit of the Seller, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse (except as set forth in this Agreement), all the right, title and
interest of the Seller in and to the Mortgage Loans identified on the Mortgage
Loan Schedule as of such date, on a servicing released basis, together with all
of the Seller's right, title and interest in and to the proceeds of any related
title, hazard, primary mortgage or other insurance proceeds.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). All scheduled payments of principal and interest due
on or before the Cut-Off Date but collected on or after the Cut-Off Date, and
recoveries of principal and interest collected on or before the Cut-Off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver to the Trustee, the documents and instruments specified
below with respect to each Mortgage Loan (each a "Mortgage File"). All Mortgage
Files so delivered will be held by the Trustee in escrow at all times prior to
the Closing Date. Each Mortgage File shall contain the following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C27" or in blank (or a
lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto);
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case (unless not yet returned by
the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except for
any missing recording information), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage and to the extent not already assigned pursuant to preceding
clause (a) and (c) any other recorded document relating to the Mortgage
Loan otherwise included in the Mortgage File, in favor of "Xxxxx Fargo
Bank, N.A., as trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C27", or in blank;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above), in favor of "Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C27", or in blank;
(vi) originals or copies of any modification, consolidation,
assumption and substitution agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing satisfactory to the Purchaser of any prior UCC
Financing Statements in favor of the originator of such Mortgage Loan or
in favor of any assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements prior to the
Closing Date) and, if there is an effective UCC Financing Statement and
continuation statement in favor of the Seller on record with the
applicable public office for UCC Financing Statements, an original UCC
Amendment, in form suitable for filing in favor of "Xxxxx Fargo Bank,
N.A., as trustee for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2006-C27, as assignee", or in blank;
(ix) an original or copy of (a) any Ground Lease, Memorandum of
Ground Lease and ground lessor estoppel, (b) any loan guaranty or
indemnity and (c) any environmental insurance policy;
(x) any intercreditor agreement relating to permitted debt
(including, without limitation, mezzanine debt) of the Mortgagor;
(xi) copies of any loan agreement, escrow agreement or security
agreement relating to such Mortgage Loan;
(xii) a copy of any letter of credit and related transfer documents
relating to such Mortgage Loan;
(xiii) copies of any management agreements and applicable transfer
or assignment documents;
(xiv) copies of any cash management agreements and applicable
transfer or assignment documents;
(xv) copies of franchise agreements and franchisor comfort letters,
if any, for hospitality properties and applicable transfer or assignment
documents; and
(xvi) with respect to any Companion Loan, all of the above documents
with respect to such Companion Loan and the related Intercreditor
Agreement; provided that a copy of each Mortgage Note relating to such
Companion Loan, rather than the original, shall be provided, and no
assignments shall be provided.
Notwithstanding the foregoing, with respect to the Prime Outlets
Pool II Loan, the 2006-C26 Trustee will hold the original documents related to
the Prime Outlets Pool II Loan for the benefit of the 2006-C26 Trust Fund, other
than the Mortgage Note, which will be held by the Trustee under the Pooling and
Servicing Agreement.
(d) The Seller shall take all actions reasonably necessary (i) to
permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement and (ii) to perform its obligations described in
Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust Fund pursuant to written
instructions from the Master Servicer. The Seller shall reimburse the Trustee
for all reasonable costs and expenses, if any, incurred by the Trustee for
recording any documents described in Section 2(c)(iv)(c) hereof and filing any
assignments of UCC Financing Statements described in the proviso in the third to
last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.
(e) All documents and records (except draft documents, privileged
communications and internal correspondence and credit, due diligence and other
underwriting analysis, documents, data or internal worksheets, memoranda,
communications and evaluations of the Seller) relating to each Mortgage Loan and
in the Seller's possession (the "Additional Mortgage Loan Documents") that are
not required to be delivered to the Trustee shall promptly be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer to the appropriate sub-servicer, together with any
related escrow amounts and reserve amounts.
(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller which secure any Mortgage Loan.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized and
validly existing and in good standing under the laws of the United States
of America and possesses all requisite authority, power, licenses, permits
and franchises to carry on its business as currently conducted by it and
to execute, deliver and comply with its obligations under the terms of
this Agreement;
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
relating to or affecting the enforcement of creditors' rights in general,
as they may be applied in the context of the insolvency of a national
banking association and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at
law) and by public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the
enforceability of the provisions of this Agreement which purport to
provide indemnification from liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or bylaws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the
extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained and no bulk sale law
applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement;
(viii) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Aggregate Purchase Price. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller; and
(ix) The Seller has examined the Disclosure Material (as defined
below) set forth in the Preliminary Prospectus Supplement (as defined
below), the Prospectus Supplement (as defined below) to the accompanying
Prospectus (as defined below), the Preliminary Memorandum (as defined
below) and the Memorandum (as defined below), relating to the
Certificates. The Seller hereby represents and warrants that the
Disclosure Material is appropriately responsive in all material respects
to the applicable requirements of Items 1104, 1110, 1111, 1117 and 1119 of
Regulation AB with respect to the Seller and the Wachovia Mortgage Loans.
(x) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser
(or, with respect to any Companion Loan that is deposited into another
securitization, the depositor in such other securitization) and the
Trustee with any Additional Form 10-K Disclosure and any Additional Form
10-D Disclosure set forth next to the Purchaser's name on Exhibit U and
Exhibit W, respectively, of the Pooling and Servicing Agreement within the
time periods set forth in the Pooling and Servicing Agreement.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I for the benefit of the Purchaser and the Trustee for the
benefit of the Certificateholders as of the Closing Date, with respect to (and
solely with respect to) each Mortgage Loan, which representations and warranties
are subject to the exceptions set forth on Schedule II.
(c) On or before noon (Eastern Time) on March 15 of each year, the
Seller shall provide to the Trustee and the Purchaser selected financial data as
required by Item 1112(b) of Regulation AB with respect to the Prime Outlets Pool
II Loan for so long as a Form 10-K or Form 10-D is required to be filed in
respect of the Trust Fund for the preceding calendar year.
(d) With respect to the schedule of exceptions delivered by the
Trustee on the Closing Date, within fifteen (15) Business Days (or, in the
reasonable discretion of the Controlling Class Representative, thirty (30)
Business Days) of the Closing Date, with respect to the documents specified in
clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii)
of the definition of Mortgage File, the Seller shall cure any material exception
listed therein (for the avoidance of doubt, any deficiencies with respect to the
documents specified in clause (ii) resulting solely from a delay in the return
of the related documents from the applicable recording office, shall be cured in
the time and manner described in Section 2.01(c) of the Pooling and Servicing
Agreement). If such exception is not so cured, the Seller shall either (1)
repurchase the related Mortgage Loan, (2) with respect to exceptions relating to
clause (xii) of the definition of "Mortgage File", deposit with the Trustee an
amount, to be held in trust in a Special Reserve Account pursuant to the Pooling
and Servicing Agreement, equal to the amount of the undelivered letter of credit
(in the alternative, the Seller may deliver to the Trustee, with a certified
copy to the Master Servicer and Trustee, a letter of credit for the benefit of
the Master Servicer on behalf of the Trustee and upon the same terms and
conditions as the undelivered letter of credit) which the Master Servicer on
behalf of the Trustee may use (or draw upon, as the case may be) under the same
circumstances and conditions as the Master Servicer would have been entitled to
draw on the undelivered letter of credit, or (3) with respect to any exceptions
relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to
be held in trust in a Special Reserve Account pursuant to the Pooling and
Servicing Agreement, equal to 25% of the Stated Principal Balance of the related
Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to
clauses (2) and (3) shall be held by the Trustee until the earlier of (x) the
date on which the Master Servicer certifies to the Trustee and the Controlling
Class Representative that such exception has been cured (or the Trustee
certifies the same to the Controlling Class Representative), at which time such
funds or letter of credit, as applicable, shall be returned to the Seller and
(y) thirty (30) Business Days or, if the Controlling Class Representative has
extended the cure period, forty-five (45) Business Days after the Closing Date;
provided, however, that if such exception is not cured within such thirty (30)
Business Days or forty-five (45) Business Days, as the case may be, (A) in the
case of clause (2), the Trustee shall retain the funds or letter of credit, as
applicable, or (B) in the case of clause (3), the Seller shall repurchase the
related Mortgage Loan in accordance with the terms and conditions of this
Agreement, at which time such funds shall be applied to the Purchase Price of
the related Mortgage Loan and any letter of credit will be returned to the
Seller.
If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a Mortgage Loan, then the Seller shall not later than ninety (90)
days from receipt of such notice (or, in the case of a Document Defect or Breach
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC Provisions (a "Qualified Mortgage"), not later than ninety (90)
days from the date that any party to the Pooling and Servicing Agreement
discovers such Document Defect or Breach; provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach shall materially
and adversely affect the value of the applicable Mortgage Loan, the interest of
the Trust Fund therein or the interests of any Certificateholder, cure such
Document Defect or Breach, as the case may be, in all material respects, which
shall include payment of actual or provable losses and any Additional Trust Fund
Expenses directly resulting from any such Document Defect or Breach or, if such
Document Defect or Breach (other than omissions solely due to a document not
having been returned by the related recording office) cannot be cured within
such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later
than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that unless the Breach would cause the Mortgage
Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is
capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, such Seller shall have an additional ninety
(90) days to complete such cure (or, failing such cure, to repurchase or
substitute the related Mortgage Loan); provided, further, that with respect to
such additional 90-day period the Seller shall have delivered an officer's
certificate to the Trustee setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Document Defect or Breach will be cured within the additional 90-day
period; provided, further, that no Document Defect (other than with respect to a
Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of
credit, any franchise agreement, any comfort letter and (if required) any
comfort letter transfer documents (collectively, the "Core Material Documents"))
shall be considered to materially and adversely affect the value of the related
Mortgage Loan, the interests of the Trust Fund therein or the interests of any
Certificateholder unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien or any collateral securing the Mortgage
Loan or for any immediate significant servicing obligations; provided, further,
with respect to Document Defects which materially and adversely affect the
interests of any Certificateholder, the interests of the Trust Fund therein or
the value of the related Mortgage Loan, other than with respect to Document
Defects relating to the Core Material Documents, any applicable cure period
following the initial 90-day cure period may be extended by the Master Servicer
or the Special Servicer if the document involved is not needed imminently. Such
extension will end upon thirty (30) days notice of such need as reasonably
determined by the Master Servicer or Special Servicer (with a possible thirty
(30) day extension if the Master Servicer or Special Servicer agrees that the
Seller is diligently pursuing a cure). The Seller shall cure all Document
Defects which materially and adversely affect the interests of any
Certificateholder, the interests of the Trust Fund therein or the value of the
related Mortgage Loan, regardless of the document involved, no later than two
years following the Closing Date; provided that the initial 90-day cure period
referenced in this paragraph may not be reduced. For a period of two years from
the Closing Date, so long as there remains any Mortgage File relating to a
Mortgage Loan as to which there is any uncured Document Defect or Breach, the
Seller shall provide the officer's certificate to the Trustee described above as
to the reasons such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure. Notwithstanding the foregoing, the delivery
of a commitment to issue a policy of lender's title insurance as described in
Representation 12 of Schedule I hereof in lieu of the delivery of the actual
policy of lender's title insurance shall not be considered a Document Defect or
Breach with respect to any Mortgage File if such actual policy of insurance is
delivered to the Trustee or a Custodian on its behalf not later than the 90th
day following the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan"), and (iii) the applicable Document Defect or Breach
does not constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Document Defect or Breach, as the case may be, will be
deemed to constitute a Document Defect or Breach, as the case may be, as to any
other Crossed Loan in the Crossed Group for purposes of this paragraph, and the
Seller will be required to repurchase or substitute for all of the remaining
Crossed Loan(s) in the related Crossed Group as provided in the immediately
preceding paragraph unless such other Crossed Loans in such Crossed Group
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution or repurchase of Mortgage Loans set forth herein. In the event that
the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Breach or Document Defect exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Group. The Seller
shall be responsible for the cost of any Appraisal required to be obtained by
the Master Servicer to determine if the Crossed Loan Repurchase Criteria have
been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross-collateralization and/or cross-default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred in good faith by the Purchaser in connection with such
modification or accommodation (including, but not limited to, recoverable
attorney fees) shall be paid by the Seller.
(e) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or substituted Mortgage Loans.
(f) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3. Nothing in this Agreement shall prohibit the
Purchaser or its assigns (including the Master Servicer and/or the Special
Servicer) from pursuing any course of action authorized by the Pooling and
Servicing Agreement while the Purchaser asserts a claim or brings a cause of
action to enforce any rights set forth herein against the Seller.
(g) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under the Pooling and Servicing Agreement or with respect to which
the related Mortgaged Property has been foreclosed and which is the subject of a
repurchase claim under this Agreement, in accordance with Section 2.03 of the
Pooling and Servicing Agreement, the Special Servicer with the consent of the
Controlling Class Representative shall notify the Seller in writing of its
intention to liquidate such Defaulted Mortgage Loan or REO Property at least 45
days prior to any such action. If (a) the Seller consents to such sale and
voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or
(b) a court of competent jurisdiction determines that the Seller is liable under
this Agreement to repurchase such Defaulted Mortgage Loan or REO Property, then
such Seller shall remit to the Purchaser an amount equal to the difference if
any of the price of such Defaulted Mortgage Loan or REO Property as sold and the
price at which the Seller would have had to repurchase such Defaulted Mortgage
Loan or REO Property under this Agreement. The Seller shall have ten (10)
Business Days after receipt of notice to determine whether or not to consent to
such sale. If the Seller does not consent to such sale, the Special Servicer
shall contract with a Determination Party (as defined in the Pooling and
Servicing Agreement) as to the merits of such proposed sale. If the related
Determination Party determines that such proposed sale is in accordance with the
Servicing Standard and the provisions of the Pooling and Servicing Agreement
with respect to the sale of Defaulted Mortgage Loans and REO Properties and,
subsequent to such sale, a court of competent jurisdiction determines that the
Seller was liable under this Agreement and required to repurchase such Defaulted
Mortgage Loan or REO Property in accordance with the terms hereof, then the
Seller shall remit to the Purchaser an amount equal to the difference (if any)
between the proceeds of the related action and the price at which the Seller
would have been obligated to pay had the Seller repurchased such Defaulted
Mortgage Loan or REO Property prior to the execution of a binding contract of
sale with a third party in accordance with the terms hereof including the costs
related to contracting with the related Determination Party; provided that the
foregoing procedure in this Section 3(g) shall not preclude such Seller from
repurchasing the Defaulted Mortgage Loan or REO Property prior to the execution
of a binding contract of sale with a third party in accordance with the other
provisions of this Section 3 (excluding this Section 3(g)). If the related
Determination Party determines that the sale of the related Defaulted Mortgage
Loan or REO Property is not in accordance with the Servicing Standard and the
provisions of the Pooling and Servicing Agreement with respect to the sale of
Defaulted Mortgage Loans and REO Properties and the Special Servicer
subsequently sells such Mortgage Loan or REO Property, then the Seller will not
be liable for any such difference (nor any cost of contracting with the
Determination Party).
(h) Notwithstanding the foregoing, if there exists a Breach relating
to whether or not the Mortgage Loan documents or any particular Mortgage Loan
document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan
document(s) with respect to matters described in Representations 23 and 43 of
Schedule I hereof, then the Purchaser shall direct the Seller in writing to wire
transfer to the Master Servicer for deposit into the Certificate Account, within
ninety (90) days of the Seller's receipt of such direction, the amount of any
such costs and expenses borne by the Purchaser, the Certificateholders, the
Master Servicer, the Special Servicer and the Trustee on their behalf that are
the basis of such Breach. Upon its making such deposit, the Seller shall be
deemed to have cured such Breach in all respects. Provided such payment is made
in full, this paragraph describes the sole remedy available to the Purchaser,
the Certificateholders, the Master Servicer, the Special Servicer and the
Trustee on their behalf regarding any such Breach and the Seller shall not be
obligated to repurchase the affected Mortgage Loan on account of such Breach or
otherwise cure such Breach.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina. The
Purchaser has the full corporate power and authority and legal right to acquire
the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the
Trustee.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(c) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, or the execution, delivery or
performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
require or will require the consent of any third person or constitutes or will
constitute a default under (A) any term or provision of the Purchaser's
certificate of incorporation or bylaws, (B) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (C) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform its obligations under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency or body, which default might have consequences
that would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Charlotte, North Carolina on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) The Pooling and Servicing Agreement (to the extent it affects
the obligations of the Seller hereunder) and all documents specified in Section
6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon
and acceptable to the Purchaser, the Seller, the Underwriters, the Initial
Purchasers and their respective counsel in their reasonable discretion, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
and
(f) The letters shall have been received from the independent
accounting firm KPMG LLP, in form satisfactory to the Purchaser, relating to
certain information regarding the Mortgage Loans and Certificates as set forth
in the Prospectus, the Preliminary Prospectus Supplement, the Prospectus
Supplement, the Preliminary Memorandum and the Memorandum.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that: (i)
the representations and warranties of the Seller in this Agreement are true and
correct in all material respects at and as of the Closing Date with the same
effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(d) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that with respect to the Seller, the Mortgage Loans, the related Mortgagors and
the related Mortgaged Properties (i) such officer has carefully examined the
Specified Portions of the Preliminary Prospectus Supplement together with all
other Time of Sale Information delivered prior to the Time of Sale and nothing
has come to his attention that would lead him to believe that the Specified
Portions of the Preliminary Prospectus Supplement together with all other Time
of Sale Information delivered prior to the Time of Sale, as of the Time of Sale,
or as of the Closing Date, included or include any untrue statement of a
material fact relating to the Mortgage Loans or omitted or omit to state therein
a material fact necessary in order to make the statements therein relating to
the Mortgage Loans, in light of the circumstances under which they were made,
not misleading, (ii) such officer has carefully examined the Specified Portions
of the Prospectus Supplement and nothing has come to his attention that would
lead him to believe that the Specified Portions of the Prospectus Supplement, as
of the date of the Prospectus Supplement, or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (iii) such officer has
examined the Specified Portions of the Memorandum and nothing has come to his
attention that would lead him to believe that the Specified Portions of the
Memorandum, as of the date thereof or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein related to the Mortgage Loans, in the light of the
circumstances under which they were made, not misleading. The "Specified
Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement,
as applicable, shall consist of Annex A and Annex D thereto, the diskette which
accompanies the Prospectus Supplement (insofar as such diskette is consistent
with such Annex A) and the following sections of the Preliminary Prospectus
Supplement or the Prospectus Supplement, as applicable (exclusive of any
statements in such sections that purport to summarize the servicing and
administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF
PROSPECTUS SUPPLEMENT--The Parties--The Mortgage Loan Sellers", "SUMMARY OF
PROSPECTUS SUPPLEMENT--The Mortgage Loans", "RISK FACTORS--The Mortgage Loans",
"DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History",
"--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of
Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan
Information", "--Twenty Largest Mortgage Loans", "--The Sponsors", "--The
Mortgage Loan Sellers" and "--Representations and Warranties; Repurchases and
Substitutions." The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement, the first and second full
paragraphs on page "v" of the Memorandum.
(e) The resolutions of the requisite committee of the Seller's
special loan committee authorizing the Seller's entering into the transactions
contemplated by this Agreement, the articles of association and by-laws of the
Seller, and an original or copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency not earlier than sixty (60) days prior
to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may
be from in-house counsel, outside counsel or a combination thereof), reasonably
satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the
Initial Purchasers and each of the Rating Agencies, together with such other
written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, the Initial Purchasers, their respective officers and directors,
and each person, if any, who controls the Purchasers, any Underwriter or any
Initial Purchaser within the meaning of either Section 15 of the Securities Act
of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses
(including the reasonable fees and expenses of legal counsel), claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the 1933 Act, the 1934 Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon a breach or violation of the representations made by the Seller in
Section 3(a)(ix) hereof, (ii) arise out of or are based upon a breach of the
representations made by the Seller in Section 3(a)(x) hereof, (iii) arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in (A) the Prospectus Supplement, the Preliminary Memorandum, the
Memorandum, the Diskette or in any revision or amendment of or supplement to any
of the foregoing, (B) any Time of Sale Information or any Issuer Information
contained in any Free Writing Prospectus prepared by or on behalf of the
Underwriters (an "Underwriter Free Writing Prospectus") or contained in any Free
Writing Prospectus which is required to be filed in accordance with the terms of
the Underwriting Agreement, (C) any items similar to Free Writing Prospectuses
forwarded by the Seller to the Initial Purchasers, or in any revision or
amendment of or supplement to any of the foregoing or (D) the summaries,
reports, documents and other written and computer materials and all other
information regarding the Mortgage Loans or the Seller furnished by the Seller
for review by prospective investors (the items in (A), (B), (C) and (D) above
being defined as the "Disclosure Material"), or (iv) arise out of or are based
upon the omission or alleged omission to state therein (in the case of Free
Writing Prospectuses, when read in conjunction with the other Time of Sale
Information, in the case of any items similar to Free Writing Prospectuses, when
read in conjunction with the Memorandum) and in the case of any summaries,
reports, documents, written or computer materials, or other information
contemplated in clause (D) above, when read in conjunction with the Memorandum
and in the case of any Free Writing Prospectus, when read in conjunction with
the other Time of Sale Information, a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but, with respect to
any Disclosure Material described in clauses (A), (B) and (C) of the definition
thereof, only if and to the extent that (I) any such untrue statement or alleged
untrue statement or omission or alleged omission occurring in, or with respect
to, such Disclosure Material, arises out of or is based upon an untrue statement
or omission with respect to the Mortgage Loans, the related Mortgagors and/or
the related Mortgaged Properties contained in the Data File (it being herein
acknowledged that the Data File was and will be used to prepare the Preliminary
Prospectus Supplement and the Prospectus Supplement, including without
limitation Annex A thereto, any other Time of Sale Information, the Preliminary
Memorandum, the Memorandum and the Diskette with respect to the Registered
Certificates and any items similar to Free Writing Prospectuses forwarded to
prospective investors in the Non-Registered Certificates and any Free Writing
Prospectus), (II) any such untrue statement or alleged untrue statement or
omission or alleged omission of a material fact occurring in, or with respect
to, such Disclosure Material, is with respect to, or arises out of or is based
upon an untrue statement or omission of a material fact with respect to, the
information regarding the Mortgage Loans, the related Mortgagors, the related
Mortgaged Properties and/or the Seller set forth in the Specified Portions of
the Preliminary Prospectus Supplement, the Prospectus Supplement, the
Preliminary Memorandum or the Memorandum, (III) any such untrue statement or
alleged untrue statement or omission or alleged omission occurring in, or with
respect to, such Disclosure Material, arises out of or is based upon a breach of
the representations and warranties of the Seller set forth in or made pursuant
to Section 3 hereof or (IV) any such untrue statement or alleged untrue
statement or omission or alleged omission occurring in, or with respect to, such
Disclosure Material, arises out of or is based upon any other written
information concerning the characteristics of the Mortgage Loans, the related
Mortgagors or the related Mortgaged Properties furnished to the Purchaser, the
Underwriters or the Initial Purchasers by the Seller; provided that the
indemnification provided by this Section 7 shall not apply to the extent that
such untrue statement or omission of a material fact was made as a result of an
error in the manipulation of, or in any calculations based upon, or in any
aggregation of the information regarding the Mortgage Loans, the related
Mortgagors and/or the related Mortgaged Properties set forth in the Data File or
Annex A to the Preliminary Prospectus Supplement or the Prospectus Supplement to
the extent such information was not materially incorrect in the Data File or
such Annex A, as applicable, including without limitation the aggregation of
such information with comparable information relating to the Other Mortgage
Loans. Notwithstanding the foregoing, the indemnification provided in this
Section 7(a) shall not inure to the benefit of any Underwriter or Initial
Purchasers (or to the benefit of any person controlling such Underwriter or
Initial Purchasers) from whom the person asserting claims giving rise to any
such losses, claims, damages, expenses or liabilities purchased Certificates if
(x) the subject untrue statement or omission or alleged untrue statement or
omission made in any Disclosure Material (exclusive of the Prospectus or any
corrected or amended Prospectus or the Memorandum or any corrected or amended
Memorandum) is eliminated or remedied in the Prospectus or the Memorandum or,
with respect to any Time of Sale Information only, by the delivery of a
Corrected Free Writing Prospectus prior to the Time of Sale (in each case, as
corrected or amended, if applicable), as applicable, and (y) a copy of the
Prospectus, Memorandum or Corrected Free Writing Prospectus (in each case, as
corrected or amended, if applicable), as applicable, shall not have been sent to
such person at or prior to the Time of Sale of such Certificates, and (z) in the
case of a corrected or amended Prospectus, Memorandum or Corrected Free Writing
Prospectus, such Underwriter or Initial Purchasers received electronically or in
writing notice of such untrue statement or omission and updated information
concerning the untrue statement or omission at least one Business Day prior to
the Time of Sale. The Seller shall, subject to clause (c) below, reimburse each
such indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action.
(b) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-131262 filed by the Purchaser on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus, dated August
10, 2006, as supplemented by the prospectus supplement, dated August 10, 2006
(the "Prospectus Supplement" and, together with the Base Prospectus, the
"Prospectus") relating to the Registered Certificates, including all annexes
thereto; "Preliminary Prospectus Supplement" shall mean the free writing
prospectus, dated July 29, 2006, consisting of the preliminary free writing
prospectus, including the base prospectus attached thereto, as supplemented and
corrected by that certain free writing prospectus, dated August 4, 2006;
"Preliminary Memorandum" shall mean the preliminary private placement
memorandum, dated August 4, 2006, relating to the Non-Registered Certificates,
including all annexes thereto; "Memorandum" shall mean the private placement
memorandum, dated August 10, 2006, relating to the Non-Registered Certificates,
including all exhibits thereto; "Registered Certificates" shall mean the Class
A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class A-M, Class A-J, Class
B, Class C, Class D and Class E Certificates; "Non-Registered Certificates"
shall mean the Certificates other than the Registered Certificates; "Diskette"
shall mean the diskette or compact disc attached to each of the Preliminary
Prospectus Supplement, the Prospectus and the Memorandum; and "Data File" shall
mean the compilation of information and data regarding the Mortgage Loans
covered by the Agreed Upon Procedures Letters dated August 4, 2006, and rendered
by KPMG LLP (a "hard copy" of which Data File was initialed on behalf of the
Seller and the Purchaser). "Free Writing Prospectus" shall mean a "free writing
prospectus" as such term is defined pursuant to Rule 405 under the 1933 Act.
"Corrected Free Writing Prospectus" shall mean a Free Writing Prospectus that
corrects any previous Free Writing Prospectus prepared by or on behalf of any
Underwriter and delivered to any purchaser that contained any untrue statement
of a material fact or omitted to state a material fact necessary in order to
make the statements contained therein, in light of the circumstances in which
they were made, not misleading. "Time of Sale" shall mean the time at which
sales to investors of the Certificates were first made as determined in
accordance with Rule 159 of the 1933 Act. "Time of Sale Information" shall mean
each free writing prospectus listed on Exhibit B hereto (the first page of each
such free writing prospectus is attached hereto). "Issuer Information" shall
have the meaning given to such term in Rule 433(h) under the 1933 Act (as
discussed by the Securities and Exchange Commission (the "Commission") in
footnote 271 of the Commission's Securities Offering Reform Release No.
33--8591). "Regulation AB" shall have the meaning as defined in Subpart 229.1100
- Asset Backed Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123 of
the 1933 Act, 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, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or
as may be provided by the Commission or its staff from time to time.
(c) As promptly as reasonably practicable after receipt by any
person entitled to indemnification under this Section 7 (an "indemnified party")
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the Seller (the "indemnifying
party") under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
under Section 7(a) (except to the extent that such omission has prejudiced the
indemnifying party in any material respect) or from any liability which it may
have otherwise than under this Section 7. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel selected by the
indemnifying party and reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party or
parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties that are different from
or additional to those available to the indemnifying party, the indemnified
party shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
Purchaser, the Underwriters and the Initial Purchasers, representing all the
indemnified parties under Section 7(a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall only be in respect of the counsel referred to
in such clause (i) or (iii). Unless it shall assume the defense of any
proceeding, an indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party shall indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel or any other expenses for which the indemnifying party is obligated
under this subsection, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than forty-five (45) days after receipt by
such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. If an indemnifying party assumes
the defense of any proceeding, it shall be entitled to settle such proceeding
with the consent of the indemnified party or, if such settlement provides for an
unconditional release of the indemnified party in connection with all matters
relating to the proceeding that have been asserted against the indemnified party
in such proceeding by the other parties to such settlement, which release does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party without the consent of the
indemnified party.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations (taking into account the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission or
failure to comply, and any other equitable considerations appropriate under the
circumstances). The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties;
provided that no Underwriter or Initial Purchasers shall be obligated to
contribute more than its share of underwriting discounts and commissions and
other fees pertaining to the Certificates less any damages otherwise paid by
such Underwriter or Initial Purchasers with respect to such loss, liability,
claim, damage or expense. It is hereby acknowledged that the respective
Underwriters' and Initial Purchasers' obligations under this Section 7 shall be
several and not joint. For purposes of this Section, each person, if any, who
controls an Underwriter or an Initial Purchasers within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's or
Initial Purchasers' officers and directors, shall have the same rights to
contribution as such Underwriter or Initial Purchasers, as the case may be, and
each director of the Seller and each person, if any who controls the Seller
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Seller.
(e) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(d) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, the Initial Purchasers, any of their respective directors or
officers, or any person controlling the Purchaser, the Underwriters or the
Initial Purchasers, and (iii) acceptance of and payment for any of the
Certificates.
(g) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters, the Initial Purchasers and their
directors, officers and controlling parties shall be third-party beneficiaries
of the provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the Wachovia Mortgage Loan
Balance represents as of the Cut-Off Date Pool Balance): (i) the costs and
expenses of printing and delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a final Prospectus, Term Sheet, Preliminary Prospectus
Supplement, each other Free Writing Prospectus, Preliminary Memorandum and
Memorandum relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iv) the filing
fee charged by the Commission for registration of the Certificates so
registered; (v) the fees charged by the Rating Agencies to rate the Certificates
so rated; (vi) the fees and disbursements of a firm of certified public
accountants selected by the Purchaser and the Seller with respect to numerical
information in respect of the Mortgage Loans and the Certificates included in
any Free Writing Prospectus, the Prospectus Supplement, the Preliminary
Memorandum and the Memorandum, including in respect of the cost of obtaining any
"comfort letters" with respect to such items; (vii) the reasonable out-of-pocket
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or "Blue Sky" laws, including filing fees
and reasonable fees and disbursements of counsel in connection therewith, in
connection with the preparation of any "Blue Sky" survey and in connection with
any determination of the eligibility of the Certificates for investment by
institutional investors and the preparation of any legal investment survey;
(viii) the expenses of printing any such "Blue Sky" survey and legal investment
survey; and (ix) the reasonable fees and disbursements of counsel to the
Underwriters or Initial Purchasers; provided, however, Seller shall pay (or
shall reimburse the Purchaser to the extent that the Purchaser has paid) the
expense of recording any assignment of Mortgage or assignment of Assignment of
Leases as contemplated by Section 2 hereof with respect to the Seller's Mortgage
Loans. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes, and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be possession by the secured party for purposes of perfecting the
security interest pursuant to Section 9-313 of the Uniform Commercial Code of
the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
SECTION 10. Covenants of Purchaser. The Purchaser shall provide the
Seller with all forms of Disclosure Materials (including the Preliminary
Prospectus Supplement, the final form of the Memorandum and the final form of
the Prospectus Supplement) promptly upon any such document becoming available.
SECTION 11. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 12. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 13. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 16. Attorneys Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party which
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party which commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 17. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 18. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters and the Initial Purchasers (each as intended third
party beneficiaries hereof) and their permitted successors and assigns, and the
officers, directors and controlling persons referred to in Section 7. This
Agreement is enforceable by the Underwriters, the Initial Purchasers and the
other third party beneficiaries hereto in all respects to the same extent as if
they had been signatories hereof.
SECTION 19. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party, or third party beneficiary,
against whom such waiver or modification is sought to be enforced. No amendment
to the Pooling and Servicing Agreement which relates to defined terms contained
therein, Section 2.01(d) thereof or the repurchase obligations or any other
obligations of the Seller shall be effective against the Seller (in such
capacity) unless the Seller shall have agreed to such amendment in writing.
SECTION 20. Accountants' Letters. The parties hereto shall cooperate
with KPMG LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
WACHOVIA COMMERCIAL MORTGAGE
SECURITIES, INC.
By: /s/ X. Xxxxx Xxxx, Jr.
--------------------------------------
Name: X. Xxxxx Xxxx, Jr.
Title: Vice President
Address for Notices:
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
SCHEDULE I
General Mortgage Representations and Warranties
For purposes of this Schedule I, the phrases "to the knowledge of
the Seller" or "to the Seller's knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf regarding the matters referred to, in each case:
(i) at the time of the Seller's origination or acquisition of the particular
Mortgage Loan, after the Seller having conducted such inquiry and due diligence
into such matters as would be customarily performed by a prudent institutional
commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent
to such origination, the Seller having utilized monitoring practices that would
be utilized by a prudent commercial or multifamily, as applicable, mortgage
lender and having made prudent inquiry as to the knowledge of the servicer
servicing such Mortgage Loan on its behalf. Also, for purposes of these
representations and warranties, the phrases "to the actual knowledge of the
Seller" or "to the Seller's actual knowledge" shall mean, except where otherwise
expressly set forth below, the actual state of knowledge of the Seller or any
servicer acting on its behalf without any express or implied obligation to make
inquiry. All information contained in documents which are part of or required to
be part of a Mortgage File shall be deemed to be within the knowledge and the
actual knowledge of the Seller. Wherever there is a reference to receipt by, or
possession of, the Seller of any information or documents, or to any action
taken by the Seller or not taken by the Seller, such reference shall include the
receipt or possession of such information or documents by, or the taking of such
action or the failure to take such action by, the Seller or any servicer acting
on its behalf.
1. The information pertaining to each Mortgage Loan set forth in the Mortgage
Loan Schedule was true and correct in all material respects as of the
Cut-Off Date and included all of the material information required by the
definition of Mortgage Loan Schedule.
2. As of the date of its origination, such Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good and marketable title to, and was the sole owner of,
each Mortgage Loan, and the Seller is transferring such Mortgage Loan free
and clear of any and all liens, pledges, charges, security interests or
any other ownership interests of any nature encumbering such Mortgage
Loan. Upon consummation of the transactions contemplated by this
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan
(other than those rights to servicing and related compensation as
reflected in the Mortgage Loan Schedule) free and clear of any pledge,
lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed and there is
no requirement for future advances thereunder.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if a document
separate from the Mortgage) and other agreement executed by the related
Mortgagor in connection with such Mortgage Loan is a legal, valid and
binding obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The related Mortgage Note and Mortgage contain no
provision limiting the right or ability of the Seller to assign, transfer
and convey the related Mortgage Loan to any other Person. With respect to
any Mortgaged Property that has tenants, there exists as either part of
the Mortgage or as a separate document, an Assignment of Leases.
6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, there is no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, Prepayment Premiums or
Yield Maintenance Charges, and the Seller has no knowledge of such rights,
defenses or counterclaims having been asserted.
7. Each related assignment of Mortgage and assignment of Assignment of Leases
from the Seller to the Trustee constitutes the legal, valid and binding
first priority assignment from the Seller, except as such enforcement may
be limited by bankruptcy, insolvency, redemption, reorganization,
liquidation, receivership, moratorium or other laws relating to or
affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Each Mortgage and Assignment of Leases is freely
assignable.
8. Each related Mortgage is a valid and enforceable first lien on the related
Mortgaged Property subject only to the exceptions set forth in paragraph
(5) above and the following title exceptions (each such title exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a) the lien
of current real property taxes, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (c)
the exceptions (general and specific) and exclusions set forth in the
applicable policy described in paragraph (12) below or appearing of
record, none of which, individually or in the aggregate, materially and
adversely interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they become
due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly subject,
none of which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (e)
the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is a Crossed
Loan, the lien of the Mortgage for such other Mortgage Loan, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's ability
to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property.
Except with respect to Crossed Loans and as provided below, there are no
mortgage loans that are senior or pari passu with respect to the related
Mortgaged Property or such Mortgage Loan.
9. UCC Financing Statements have been filed and/or recorded (or, if not filed
and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary to perfect a valid security
interest in all items of personal property located on the Mortgaged
Property that are owned by the Mortgagor and either (i) are reasonably
necessary to operate the Mortgaged Property or (ii) are (as indicated in
the appraisal obtained in connection with the origination of the related
Mortgage Loan) material to the value of the Mortgaged Property (other than
any personal property subject to a purchase money security interest or a
sale and leaseback financing arrangement permitted under the terms of such
Mortgage Loan or any other personal property leases applicable to such
personal property), to the extent perfection may be effected pursuant to
applicable law by recording or filing, and the Mortgages, security
agreements, chattel Mortgages or equivalent documents related to and
delivered in connection with the related Mortgage Loan establish and
create a valid and enforceable lien and priority security interest on such
items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditor's rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Notwithstanding any of the foregoing, no representation
is made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such items
or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to
the Cut-Off Date have become delinquent in respect of each related
Mortgaged Property have been paid, or an escrow of funds in an amount
sufficient to cover such payments has been established. For purposes of
this representation and warranty, real estate taxes and governmental
assessments and installments thereof shall not be considered delinquent
until the earlier of (a) the date on which interest and/or penalties would
first be payable thereon and (b) the date on which enforcement action is
entitled to be taken by the related taxing authority.
11. In the case of each Mortgage Loan, one or more engineering assessments
were performed and prepared by an independent engineering consultant firm,
which visited the related Mortgaged Property not more than 12 months prior
to the origination date of the related Mortgage Loan, and, except as set
forth in an engineering report prepared in connection with such
assessment, a copy of which has been delivered to the Purchaser or its
designee, the related Mortgaged Property is, to the Seller's knowledge,
relying solely on the review of such engineering assessment(s), in good
repair, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan. If an engineering
report revealed any such damage or deficiencies, material deferred
maintenance or other similar conditions as described in the preceding
sentence either (1) an escrow of funds equal to at least 125% of the
amount estimated to effect the necessary repairs, or such other amount as
a prudent commercial mortgage lender would deem appropriate under the
circumstances was required or a letter of credit in such amount was
obtained or (2) such repairs and maintenance have been completed. As of
the date of origination of such Mortgage Loan, there was no proceeding
pending, and subsequent to such date, the Seller has not received notice
of any pending or threatening proceeding for the condemnation of all or
any material portion of the Mortgaged Property securing any Mortgage Loan.
12. The Seller has received an ALTA lender's title insurance policy or a
comparable form of lender's title insurance policy (or if such policy has
not yet been issued, such insurance may be evidenced by escrow
instructions, a "marked up" pro forma or specimen policy or title
commitment, in either case, marked as binding and countersigned by the
title insurer or its authorized agent at the closing of the related
Mortgage Loan) as adopted in the applicable jurisdiction (the "Title
Insurance Policy"), which to the Seller's knowledge, was issued by a title
insurance company qualified to do business in the jurisdiction where the
applicable Mortgaged Property is located to the extent required, insuring
that the related Mortgage is a valid first lien in the original principal
amount of the related Mortgage Loan on the Mortgagor's fee simple interest
(or, if applicable, leasehold interest) in the portion of the Mortgaged
Property comprised of real estate, subject only to the Title Exceptions.
Such Title Insurance Policy was issued in connection with the origination
of the related Mortgage Loan. No claims have been made under such Title
Insurance Policy. Such Title Insurance Policy is in full force and effect,
provides that the originator of the related Mortgage Loan, its successors
or assigns is the sole named insured, and all premiums thereon have been
paid. The Seller has not done, by act or omission, and the Seller has no
knowledge of, anything that would impair the coverage under such Title
Insurance Policy. Immediately following the transfer and assignment of the
related Mortgage Loan to the Purchaser (including endorsement and delivery
of the related Mortgage Note to the Purchaser and recording of the related
Assignment of Mortgage in favor of Purchaser in the applicable real estate
records), such Title Insurance Policy will inure to the benefit of the
Purchaser without the consent of or notice to the title insurer. Such
Title Insurance Policy contains no material exclusions for, or
affirmatively insures against any losses arising from (other than in
jurisdictions in which affirmative insurance is unavailable) (a) access to
public roads, (b) that there are no material encroachments of any part of
the building thereon over easements and (c) that the land shown on the
survey is the same as the property legally described in the Mortgage.
13. Each Mortgaged Property was covered by (1) a fire and extended perils
included within the classification "All Risk of Physical Loss" insurance
policy in an amount (subject to a customary deductible) at least equal to
the lesser of the replacement cost of improvements located on such
Mortgaged Property, with no deduction for depreciation, or the outstanding
principal balance of the Mortgage Loan and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; (2)
business interruption or rental loss insurance in an amount at least equal
to 12 months of operations of the related Mortgaged Property; and (3)
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property in an amount customarily required by prudent
commercial mortgage lenders, but not less than $1 million. An
architectural or engineering consultant has performed an analysis of each
of the Mortgaged Properties located in seismic zone 3 or 4 in order to
evaluate the structural and seismic condition of such property, for the
sole purpose of assessing the probable maximum loss ("PML") for the
Mortgaged Property in the event of an earthquake. In such instance, the
PML was based on a 475-year lookback with a 10% probability of exceedance
in a 50-year period. If the resulting report concluded that the PML would
exceed 20% of the amount of the replacement costs of the improvements,
earthquake insurance on such Mortgaged Property was obtained by an insurer
rated at least "A-:V" (or the equivalent) by A.M. Best Company or "BBB-"
(or the equivalent) from S&P or Fitch. If the Mortgaged Property is
located in Florida or within 25 miles of the coast of Texas, Louisiana,
Mississippi, Alabama, Georgia, North Carolina or South Carolina, such
Mortgaged Property is insured by windstorm insurance in an amount at least
equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the
replacement cost, of the improvements located on the related Mortgaged
Property. Such insurance is required by the Mortgage or related Mortgage
Loan documents and was in full force and effect with respect to each
related Mortgaged Property at origination and to the knowledge of the
Seller, all insurance coverage required under each Mortgage or related
Mortgage Loan documents is in full force and effect with respect to each
related Mortgaged Property; and no notice of termination or cancellation
with respect to any such insurance policy has been received by the Seller;
and except for certain amounts not greater than amounts which would be
considered prudent by a commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related Mortgage or
related Mortgage Loan documents, any insurance proceeds in respect of a
casualty loss will be applied either to (1) the repair or restoration of
the related Mortgaged Property with mortgagee or a third party custodian
acceptable to the mortgagee having the right to hold and disburse the
proceeds as the repair or restoration progresses, other than with respect
to amounts that are customarily acceptable to commercial and multifamily
mortgage lending institutions, or (2) the reduction of the outstanding
principal balance of the Mortgage Loan and accrued interest thereon. To
the Seller's actual knowledge, the insurer with respect to each policy is
qualified to write insurance in the relevant jurisdiction to the extent
required. The insurance policies contain a standard mortgagee clause
naming the originator of the related Mortgage Loan, its successors and
assigns as loss payees in the case of property insurance policies and
additional insureds in the case of liability insurance policies and
provide that they are not terminable and may not be reduced without 30
days prior written notice to the mortgagee (or, with respect to
non-payment of premiums, 10 days prior written notice to the mortgagee) or
such lesser period as prescribed by applicable law. Each Mortgage or
related Mortgage Loan documents require that the Mortgagor maintain
insurance as described above or permits the mortgagee to require insurance
as described above, and permits the mortgagee to purchase such insurance
at the Mortgagor's expense if the Mortgagor fails to do so. Additionally,
for any Mortgage Loan having an unpaid principal balance equal to or
greater than $15,000,000, the insurer has a claims paying ability rating
from S&P or Fitch of not less than "A-" (or the equivalent) or A.M. Best
of not less than "A-:V" (or the equivalent).
14. (A) Other than payments due but not yet 30 days or more delinquent, there
is no material default, breach, violation or event of acceleration
existing under the related Mortgage or the related Mortgage Note, and to
the Seller's actual knowledge no event (other than payments due but not
yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a material
default, breach, violation or event of acceleration, provided, however,
that this representation and warranty does not address or otherwise cover
any default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller in any paragraph of this Schedule I or in any
paragraph of Schedule II, and (B) the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note, except for a written waiver contained in the related
Mortgage File being delivered to the Purchaser, and no such waiver has
been granted since the later of: (a) the date upon which the due diligence
file related to the applicable Mortgage Loan was delivered to Redwood
Trust, Inc., or an affiliate, or (b) the date of the origination of such
Mortgage Loan, and pursuant to the terms of the related Mortgage or the
related Mortgage Note and other documents in the related Mortgage File no
Person or party other than the holder of such Mortgage Note may declare
any event of default or accelerate the related indebtedness under either
of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12
months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past
due in respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date,
the Mortgage Rate (exclusive of any default interest, late charges or
Prepayment Premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage or related Mortgage Loan documents do not provide
for or permit, without the prior written consent of the holder of the
Mortgage Note, each related Mortgaged Property to secure any other
promissory note or obligation except as expressly described in such
Mortgage or related Mortgage Loan documents.
18. Each Mortgage Loan constitutes a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d))
and such interest in real property was the only security for such Mortgage
Loan as of the Testing Date (as defined below), or (2) the fair market
value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of the Mortgage Loan (a)
as of the Testing Date, or (b) as of the Closing Date. For purposes of the
previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be
the date on which the referenced Mortgage Loan was originated unless (a)
such Mortgage Loan was modified after the date of its origination in a
manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b)
such "significant modification" did not occur at a time when such Mortgage
Loan was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its
origination and at a time when such Mortgage Loan was not in default or
when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred. The related Mortgaged Property, if
acquired by a REMIC in connection with the default or imminent default of
such Mortgage Loan and if operated in accordance with Treasury Regulations
Section 1.856-6, would constitute "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code.
19. One or more environmental site assessments or updates thereof (meeting
American Society for Testing and Materials ("ASTM") standards) were
performed by an environmental consulting firm independent of the Seller
and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related
Mortgage Loan, and the Seller, having made no independent inquiry other
than to review the report(s) prepared in connection with the assessment(s)
referenced herein, has no actual knowledge and has received no notice of
any material adverse environmental condition or circumstance affecting
such Mortgaged Property that was not disclosed in such report(s). If any
such environmental report identified any Recognized Environmental
Condition ("REC"), as that term is defined in the Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment
Process Designation: E 1527-00, as recommended by the ASTM, with respect
to the related Mortgaged Property and the same have not been subsequently
addressed in all material respects, then either (i) an escrow of 100% or
more of the amount identified as necessary by the environmental consulting
firm to address the REC is held by the Seller for purposes of effecting
same (and the Mortgagor has covenanted in the Mortgage Loan documents to
perform such work), (ii) the related Mortgagor or other responsible party
having financial resources reasonably estimated to be adequate to address
the REC is required to take such actions or is liable for the failure to
take such actions, if any, with respect to such circumstances or
conditions as have been required by the applicable governmental regulatory
authority or any environmental law or regulation, (iii) the Mortgagor has
provided an environmental insurance policy, (iv) an operations and
maintenance plan has been or will be implemented or (v) such conditions or
circumstances were investigated further and based upon such additional
investigation, a qualified environmental consultant recommended no further
investigation or remediation. All environmental assessments or updates
that were in the possession of the Seller and that relate to a Mortgaged
Property insured by an environmental insurance policy have been delivered
to or disclosed to the environmental insurance carrier or insurance broker
issuing such policy prior to the issuance of such policy. The Mortgage
Loan documents require the Mortgagor to comply with all applicable
environmental laws and each Mortgagor has agreed to indemnify the
mortgagee for any losses resulting from any material, adverse
environmental condition or failure of the Mortgagor to abide by such laws
or has provided environmental insurance.
20. Each related Mortgage and Assignment of Leases, together with applicable
state law, contains customary and enforceable provisions for comparable
mortgaged properties similarly situated such as to render the rights and
remedies of the holder thereof adequate for the practical realization
against the Mortgaged Property of the benefits of the security, including
realization by judicial or, if applicable, non-judicial foreclosure,
subject to the effects of bankruptcy, insolvency, reorganization,
receivership, moratorium, redemption, liquidation or similar law affecting
the right of creditors and the application of principles of equity.
21. No Mortgagor is a debtor in any state or federal bankruptcy or insolvency
proceeding.
22. Each Mortgage Loan is a whole loan (except in respect to each Co-Lender
Loan) and contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or additional
interest in the form of participation in the cash flow of the related
Mortgaged Property or, other than the ARD Loans, provide for negative
amortization. The Seller holds no preferred equity interest in the related
Mortgagor.
23. The Mortgage or related Mortgage Loan documents contain a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without the prior written
consent of the holder of the Mortgage, either the related Mortgaged
Property, or any equity interest in the related Mortgagor, is directly or
indirectly transferred, sold or pledged, other than by reason of family
and estate planning transfers, transfers of less than a controlling
interest (as such term is defined in the related Mortgage Loan documents)
in the Mortgagor, issuance of non-controlling new equity interests,
transfers to an affiliate meeting the requirements of the Mortgage Loan,
transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to Crossed
Loans or multi-property Mortgage Loans or transfers of a similar nature to
the foregoing meeting the requirements of the Mortgage Loan (such as
pledges of ownership interests that do not result in a change of control).
The Mortgage or related Mortgage Loan documents require the Mortgagor to
pay all reasonable fees and expenses associated with securing the consents
or approvals described in the preceding sentence including the cost of any
required counsel opinions relating to REMIC or other securitization and
tax issues and any applicable Rating Agency fees.
24. Except as set forth in the related Mortgage File, the terms of the related
Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner
which materially interferes with the security intended to be provided by
such Mortgage and no such waiver, modification, alteration, satisfaction,
impairment, cancellation, subordination or rescission has occurred since
the date upon which the due diligence file related to the applicable
Mortgage Loan was delivered to Redwood Trust, Inc., or an affiliate.
25. Each related Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12 month period prior to the
related origination date.
26. Since origination, no material portion of the related Mortgaged Property
has been released from the lien of the related Mortgage, in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage. The terms of the related Mortgage or related Mortgage Loan
documents do not provide for release of any material portion of the
Mortgaged Property from the lien of the Mortgage except (a) in
consideration of payment therefor of not less than 125% of the related
allocated loan amount of such Mortgaged Property, (b) upon payment in full
of such Mortgage Loan, (c) upon defeasance permitted under the terms of
such Mortgage Loan by means of substituting for the Mortgaged Property
(or, in the case of a Mortgage Loan secured by multiple Mortgaged
Properties, one or more of such Mortgaged Properties) "government
securities", as defined in the Investment Company Act of 1940, as amended,
sufficient to pay the Mortgage Loan in accordance with its terms, (d) upon
substitution of a replacement property with respect to such Mortgage Loan
as set forth on Schedule 26, (e) where release is conditional upon the
satisfaction of certain objective underwriting and legal requirements, the
satisfaction of which would be acceptable to a reasonably prudent
commercial mortgage lender and the payment of a release price that
represents at least 125% of the appraised value of such Mortgaged Property
or (f) releases of unimproved out-parcels or other portions of the
Mortgaged Property which will not have a material adverse effect on the
underwritten value of the security for the Mortgage Loan and which were
not afforded any value in the appraisal obtained at the origination of the
Mortgage Loan.
27. To the Seller's knowledge, as of the date of origination of such Mortgage
Loan, based on an opinion of counsel, an endorsement to the related title
policy, a zoning letter or a zoning report, and, to the Seller's
knowledge, as of the Cut-Off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property, the improvements thereon or the use and occupancy
thereof which would have a material adverse effect on the value, operation
or net operating income of the Mortgaged Property which are not covered by
title insurance. Any non-conformity with zoning laws constitutes a legal
non-conforming use or structure (i) which, in the event of casualty or
destruction, may be restored or repaired to the full extent of the use or
structure at the time of such casualty, (ii) for which law and ordinance
insurance coverage has been obtained in amounts customarily required by
prudent commercial mortgage lenders, or (iii) which does not materially
and adversely affect the use, operation or value of the Mortgaged
Property.
28. To the Seller's actual knowledge based on surveys and/or the title policy
referred to herein obtained in connection with the origination of each
Mortgage Loan, none of the material improvements which were included for
the purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by title insurance) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by title insurance).
29. Each Mortgage Loan with an original principal balance over $5,000,000
requires the Mortgagor to be for at least for so long as the Mortgage Loan
is outstanding and, to Seller's actual knowledge, each Mortgagor is, a
Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a
person, other than an individual, whose organizational documents provide,
or which entity represented and covenanted in the related Mortgage Loan
documents, substantially to the effect that such Mortgagor (i) does not
and will not have any material assets other than those related to its
interest in such Mortgaged Property or Properties or the financing
thereof; (ii) does not and will not have any indebtedness other than as
permitted by the related Mortgage or other related Mortgage Loan
documents; (iii) maintains its own books, records and accounts, in each
case which are separate and apart from the books, records and accounts of
any other person; and (iv) holds itself out as being a legal entity,
separate and apart from any other person. With respect to each Mortgage
Loan with an original principal balance over $15,000,000, the
organizational documents of the related Mortgagor provide substantially to
the effect that such Mortgagor (i) does not and will not have any material
assets other than those related to its interest in such Mortgaged Property
or Properties or the financing thereof; (ii) does not and will not have
any indebtedness other than as permitted by the related Mortgage or other
related Mortgage Loan documents; (iii) maintains its own books, records
and accounts, in each case which are separate and apart from the books,
records and accounts of any other person; and (iv) holds itself out as
being a legal entity, separate and apart from any other person. Each such
Mortgage Loan having an original principal balance of $20,000,000 or more
has a counsel's opinion regarding non-consolidation of the Mortgagor in
any insolvency proceeding involving any other party. The organizational
documents of any Mortgagor on a Mortgage Loan having an original principal
balance of $15,000,000 or more which is a single member limited liability
company provide that the Mortgagor shall not dissolve or liquidate upon
the bankruptcy, dissolution, liquidation or death of the sole member. With
respect to any such single member limited liability company, which is the
Mortgagor on a Mortgage Loan having an original principal balance of
$15,000,000 or more, the Mortgage Loan has an opinion of such Mortgagor's
counsel confirming that the law of the jurisdiction in which such single
member limited liability company was organized permits such continued
existence upon such bankruptcy, dissolution, liquidation or death of the
sole member of the Mortgagor.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to
the Seller's actual knowledge, no funds have been received from any Person
other than the Mortgagor, for or on account of payments due on the
Mortgage Note or the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as of
the Cut-Off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which
could reasonably be expected to materially and adversely affect such
Mortgagor's ability to pay principal, interest or any other amounts due
under such Mortgage Loan or the security intended to be provided by the
Mortgage Loan documents or the current use of the Mortgaged Property.
32. As of the date of origination, and, to the Seller's actual knowledge, as
of the Cut Off Date, if the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has either
been properly designated and serving under such Mortgage or may be
substituted in accordance with the Mortgage and applicable law.
33. The Mortgage Loan and the interest (exclusive of any default interest,
late charges or Prepayment Premiums) contracted for on such Mortgage Loan
(other than an ARD Loan after the Anticipated Repayment Date) complied as
of the date of origination with, or is exempt from, applicable state or
federal laws, regulations and other requirements pertaining to usury.
34. Except with respect to the Companion Loan of any Co-Lender Loan, the
related Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Crossed Loan is
cross-collateralized only with other Mortgage Loans sold pursuant to this
Agreement.
35. The improvements located on the Mortgaged Property are either not located
in a federally designated special flood hazard area or, if so located, the
Mortgagor is required to maintain or the mortgagee maintains, flood
insurance with respect to such improvements and such policy is in full
force and effect in an amount no less than the lesser of (i) the original
principal balance of the Mortgage Loan, (ii) the value of such
improvements on the related Mortgaged Property located in such flood
hazard area or (iii) the maximum allowed under the related federal flood
insurance program.
36. All escrow deposits and payments required pursuant to the Mortgage Loan as
of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, are in the
possession, or under the control, of the Seller or its agent and there are
no deficiencies in connection therewith.
37. To the Seller's actual knowledge, based on the due diligence customarily
performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to
the related geographic area and properties comparable to the related
Mortgaged Property, as of the date of origination of the Mortgage Loan,
the related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property by the related
Mortgagor, and, as of the Cut-Off Date, the Seller has no actual knowledge
that the related Mortgagor, the related lessee, franchisor or operator was
not in possession of such licenses, permits and authorizations. The
Mortgage Loan documents require the Mortgagor to maintain all such
licenses, permits, authorizations and franchises.
38. The origination (or acquisition, as the case may be), servicing and
collection practices used by the Seller with respect to the Mortgage Loan
have been in all respects legal and have met customary industry standards
for servicing of commercial mortgage loans for conduit loan programs.
39. Except for Mortgagors under Mortgage Loans the Mortgaged Property with
respect to which includes a Ground Lease, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
40. The Mortgage Loan documents for each Mortgage Loan provide that each
Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor and an additional guarantor who is a natural person
accepts responsibility for fraud and/or other intentional material
misrepresentation and environmental indemnity. Furthermore, the Mortgage
Loan documents for each Mortgage Loan provide that the related Mortgagor
and an additional guarantor, who is a natural person, shall be liable to
the lender for losses incurred due to the misapplication or
misappropriation of rents collected in advance or received by the related
Mortgagor after the occurrence of an event of default and not paid to the
mortgagee or applied to the Mortgaged Property in the ordinary course of
business, misapplication or conversion by the Mortgagor of insurance
proceeds or condemnation awards or breach of the environmental covenants
in the related Mortgage Loan documents.
41. Subject to the exceptions set forth in paragraph (5) and upon possession
of the Mortgaged Property as required under applicable state law, the
Assignment of Leases set forth in the Mortgage or separate from the
related Mortgage and related to and delivered in connection with each
Mortgage Loan establishes and creates a valid, subsisting and enforceable
lien and security interest in the related Mortgagor's interest in all
leases, subleases, licenses or other agreements pursuant to which any
Person is entitled to occupy, use or possess all or any portion of the
real property.
42. With respect to such Mortgage Loan, any Prepayment Premium and Yield
Maintenance Charge constitutes a "customary prepayment penalty" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
43. If such Mortgage Loan contains a provision for any defeasance of mortgage
collateral, such Mortgage Loan permits defeasance (1) no earlier than two
years after the Closing Date and (2) only with substitute collateral
constituting "government securities" within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all
scheduled payments under the Mortgage Note. Such Mortgage Loan was not
originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages. In addition, if such
Mortgage contains such a defeasance provision, it provides (or otherwise
contains provisions pursuant to which the holder can require) that an
opinion be provided to the effect that such holder has a first priority
perfected security interest in the defeasance collateral. The related
Mortgage Loan documents permit the lender to charge all of its expenses
associated with a defeasance to the Mortgagor (including Rating Agencies'
fees, accounting fees and attorneys' fees), and provide that the related
Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain
certain provisions pursuant to which the lender can require) (a) an
accountant's certification as to the adequacy of the defeasance collateral
to make payments under the related Mortgage Loan for the remainder of its
term, (b) an Opinion of Counsel that the defeasance complies with all
applicable REMIC Provisions, and (c) assurances from the Rating Agencies
that the defeasance will not result in the withdrawal, downgrade or
qualification of the ratings assigned to the Certificates. Notwithstanding
the foregoing, some of the Mortgage Loan documents may not affirmatively
contain all such requirements, but such requirements are effectively
present in such documents due to the general obligation to comply with the
REMIC Provisions and/or deliver a REMIC Opinion of Counsel.
44. To the extent required under applicable law as of the date of origination,
and necessary for the enforceability or collectability of the Mortgage
Loan, the originator of such Mortgage Loan was authorized to do business
in the jurisdiction in which the related Mortgaged Property is located at
all times when it originated and held the Mortgage Loan.
45. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
46. Except with respect to the Companion Loan of any Co-Lender Loan, none of
the Mortgaged Properties is encumbered, and none of the Mortgage Loan
documents permits the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the
holder thereof, by any lien securing the payment of money junior to or of
equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmens liens that become payable after the Cut-Off Date of the
related Mortgage Loan).
47. Each related Mortgaged Property constitutes one or more complete separate
tax lots (or the related Mortgagor has covenanted to obtain separate tax
lots and a Person has indemnified the mortgagee for any loss suffered in
connection therewith or an escrow of funds in an amount sufficient to pay
taxes resulting from a breach thereof has been established) or is subject
to an endorsement under the related title insurance policy.
48. An appraisal of the related Mortgaged Property was conducted in connection
with the origination of such Mortgage Loan; and such appraisal satisfied
either (A) the requirements of the "Uniform Standards of Professional
Appraisal Practice" as adopted by the Appraisal Standards Board of the
Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act or 1989, in either case
as in effect on the date such Mortgage Loan was originated.
49. In the origination and servicing of the Mortgage Loan, neither Seller nor
any prior holder of the Mortgage Loan participated in any fraud or
intentional material misrepresentation with respect to the Mortgage Loan.
To Seller's knowledge, no Mortgagor or guarantor originated a Mortgage
Loan.
50. Each Mortgage or related Mortgage Loan documents require the Mortgagor,
upon request, to provide the owner or holder of the Mortgage with
quarterly (except for some Mortgage Loans with an original principal
balance less than $5,000,000) and annual operating statements (or a
balance sheet and statement of income and expenses), rent rolls (if there
is more than one tenant) and related information, which annual financial
statements for all Mortgage Loans with an outstanding principal balance
greater than $20,000,000 are required to be audited by an independent
certified public accountant.
51. Each Mortgaged Property is served by public utilities, water and sewer (or
septic facilities) and otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized.
52. If the Mortgaged Property securing any Mortgage Loan is covered by a
secured creditor policy, then:
(a) the Seller:
(i) has disclosed, or is aware that there has been
disclosed, in the application for such policy or
otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy)
identified in any environmental reports related to such
Mortgaged Property which are in the Seller's possession
or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer
or its agent under such policy copies of all
environmental reports in the Seller's possession related
to such Mortgaged Property;
in each case, with respect to (i) or (ii), to the extent required by such
policy or to the extent the failure to make any such disclosure or deliver
any such report would materially and adversely affect the Mortgagor's
ability to recover under such policy;
(b) all premiums for such insurance have been paid;
(c) such insurance is in full force and effect;
(d) such insurance has a term of at least five years beyond the maturity
date (or the Anticipated Repayment Date for ARD Loans) of such
Mortgage Loan;
(e) an environmental report, a property condition report or an
engineering report was prepared that included an assessment for
lead-based paint ("LBP") (in the case of a multifamily property
built prior to 1978), asbestos-containing materials ("ACM") (in the
case of any property built prior to 1985) and radon gas ("RG") (in
the case of a multifamily property) at such Mortgaged Property and
(ii) if such report disclosed the existence of a material and
adverse LBP, ACM or RG environmental condition or circumstance
affecting such Mortgaged Property, then, except as otherwise
described on Schedule II, (A) the related Mortgagor was required to
remediate such condition or circumstance prior to the closing of the
subject Mortgage Loan, or (B) the related Mortgagor was required to
provide additional security reasonably estimated to be adequate to
cure such condition or circumstance, or (C) such report did not
recommend any action requiring the expenditure of any material funds
and the related Mortgage Loan documents require the related
Mortgagor to establish an operations and maintenance plan with
respect to such condition or circumstance after the closing of such
Mortgage Loan; and
(f) rights under such policy inure to the benefit of the Purchaser.
53. Each Mortgage Loan was originated by or for a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution that is supervised and examined by a
Federal or State authority, or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Sections 203 and 211 of the
National Housing Act; each Mortgaged Property consists of one or more
separate tax parcels of real property upon which is located one or more
commercial structures and otherwise meets the requirements for eligibility
under the Secondary Mortgage Market Enhancement Act of 1984 for commercial
property; and
54. Each Mortgage Loan is secured by the fee interest in the related Mortgaged
Property, except with respect to loan numbers 6, 14.02, 14.03, 15, 60, 72,
129 and 142 listed on the Mortgage Loan Schedule, which Mortgage Loans are
secured by the interest of the related Mortgagor as a lessee under a
ground lease of a Mortgaged Property (a "Ground Lease") (the term Ground
Lease shall mean such ground lease, all written amendments and
modifications, and any related estoppels or agreements from the ground
lessor and, in the event the Mortgagor's interest is a ground
subleasehold, shall also include not only such ground sublease but also
the related ground lease) (or, with respect to loan numbers 15 and 129,
which Mortgage Loans are secured by fee interests with respect to certain
of the related Mortgaged Properties and ground leases with respect to
other of the related Mortgaged Properties), but not by the related fee
interest in such Mortgaged Property (the "Fee Interest") and:
(a) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent
of the lessor thereunder is required, it has been obtained prior to
the Closing Date, and does not restrict the use of the related
Mortgaged Property by such lessee, its successors or assigns, in a
manner that would materially adversely affect the security provided
by the related Mortgage; and there has been no material change in
the terms of such Ground Lease since its recordation, with the
exception of written instruments which are a part of the related
Mortgage File;
(b) Such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other
than the related Fee Interest and Title Exceptions;
(c) The Mortgagor's interest in such Ground Lease is assignable to the
mortgagee and its successors and assigns upon notice to, but without
the consent of, the lessor thereunder (or, if such consent is
required, it has been obtained prior to the Cut-Off Date) and, in
the event that it is so assigned, is further assignable by the
mortgagee and its successors and assigns upon notice to, but without
the need to obtain the consent of, such lessor (or, if such consent
is required, it has been obtained prior to the Cut-Off Date);
(d) As of the Closing Date such Ground Lease is in full force and
effect, and the Seller has not received notice (nor is the Seller
otherwise aware) that any default has occurred under such Ground
Lease as of the Cut-Off Date;
(e) Seller or its agent has provided the lessor under the Ground Lease
with notice of its lien, and such Ground Lease requires the lessor
to give notice of any default by the lessee to the mortgagee, and
such Ground Lease, further provides that no notice of termination
given under such Ground Lease is effective against such mortgagee
unless a copy has been delivered to such mortgagee in the manner
described in such Ground Lease;
(f) The mortgagee under such Mortgage Loan is permitted a reasonable
opportunity to cure any default under such Ground Lease (including
where necessary, sufficient time to gain possession of the interest
of the lessee under the Ground Lease), which is curable after the
receipt of written notice of any such default, before the lessor
thereunder may terminate such Ground Lease, and all of the rights of
the Mortgagor under such Ground Lease and the related Mortgage
(insofar as it relates to the Ground Lease) may be exercised by or
on behalf of the mortgagee;
(g) Such Ground Lease has a current term (including one or more optional
renewal terms, which, under all circumstances, may be exercised, and
will be enforceable, by the Seller, its successors or assigns) which
extends not less than 10 years beyond the amortization term of the
related Mortgage Loan;
(h) Such Ground Lease requires the lessor to enter into a new lease with
the mortgagee under such Mortgage Loan upon termination of such
Ground Lease for any reason, including rejection of such Ground
Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related insurance proceeds or condemnation award will
be applied either (i) to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee under such
Mortgage Loan or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to
the payment of the outstanding principal balance of such Mortgage
Loan together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender; and the lessor thereunder is not
permitted, in the absence of an uncured default, to disturb the
possession, interest or quiet enjoyment of any lessee in the
relevant portion of the Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially
adversely affect the security provided by the related Mortgage; and
(k) Such Ground Lease may not be amended or modified without the prior
consent of the mortgagee under such Mortgage Loan and any such
action without such consent is not binding on such mortgagee, its
successors or assigns.
SCHEDULE II
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
WCMSI 2006-C27
Exceptions to Representation 5
------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
41 Montrose Metro Centre I The Mortgage Loan has an "IDOT" structure, whereby the
45 Montrose Metro Centre II obligations of the Mortgagor are guaranteed by the property
owner, and which guaranty is secured by certain real
property under an Indemnity Deed of Trust.
Exceptions to Representation 8
------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxx'x Xxx Xxxxxxx, XX DDR DB SA Ventures LP has the option to purchase the
Mortgaged Property if tenant ceases operation for 1 yr
pursuant to recorded restrictive covenant in an amount that
will be sufficient to satisfy the mortgage debt.
------------------------------------------------------------------------------------------------------------------------------------
2 Prime Outlets Pool II Loan Each of these Mortgage Loans is cross-collateralized
4 BlueLinx Holdings Pool and cross-defaulted with its related Companion Loan,
5 RLJ Hotel Pool which is not included in the Mortgage Pool. In
0 Xxxxxxx Xxx xxx Xxxxxx - Xxxxxx Xxxx addition, each Companion Loan is secured by the same
6 000-000 Xxxxxxx Xxxxxx Mortgaged Property and the same Mortgage securing its
16 AIM Investments Corporate Campus related Mortgage Loan.
00 Xxxxxx Xxxx Xxxxxxxxxx
00 Xxx Xxxx Xxxxx Apts.
00 XxxxxXxxxx Xxxxxx - Xxxxxx, XX
124 Xx Xxxxxx Lodge & Casitas
Exceptions to Representation 13
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
113 Walgreens - Baltimore, MD The Loan Documents acknowledge that the lease to Walgreens
000 Xxxxxxxxx - Xxxxxxxxxxx, XX permits the tenant to self-insure for damages to the
000 Xxxxxxxxx - Xxxx Xxxxxx, XX Mortgaged Property and such self-insurance shall satisfy
the insurance requirements of the Mortgage.
Exceptions to Representation 22
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
17 .Shorepark at Riverlake Wachovia Development Corporation, an affiliate of the
24 .Woodcreek Apartments Seller, owns an interest in the related Mortgagor.
26 .Bay Village Apartments
Exceptions to Representation 23
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
56 Parkwood East Apartments Transfers of tenancy in common interests among and between
68 Adagio Apartments then-existing tenants in common are permitted subject to
certain conditions.
Notwithstanding any of the foregoing, the Mortgagor shall
consent to one or more sales, conveyances or transfers of
the Mortgage Property or tenant in common interest subject
to certain conditions.
------------------------------------------------------------------------------------------------------------------------------------
104 Xxxx XX Penney - Independence, MO The Mortgaged Property can be transferred by the Mortgagor
000 Xxxx Xxxxxxxx'x Xxxxxx, XX to an Affiliate or to a newly created entity wholly owned
by the beneficial owners of the Mortgagor subject to
certain conditions.
The Mortgagor can transfer 100% of its beneficial interest
in the Mortgagor to one of Xxxx'x REITs without consent of
the Mortgagor.
------------------------------------------------------------------------------------------------------------------------------------
3 One Illinois Center (a) One-time transfer of direct or indirect ownership
interest in the Mortgagor is permitted without lender
consent provided certain conditions are met.
(b) Pledges of ownership interest are permitted provided
(i) no event of default, (ii) pledge is made to
institutional lender, (iii) property shall continue to be
managed by a qualified property manager, (iv) in the event
such transfer results in change of control of the
Mortgagor, certain conditions are satisfied.
(c) Lender consent is not required for sale of stock
provided such stock is listed on NYSE.
Exceptions to Representation 26
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
4 BlueLinx Holdings Pool The related Mortgage Loan documents permit a portion of
5 RLJ Hotel Pool the Mortgaged Property to be substituted , subject to
104 Xxxx XX Xxxxxx - Independence MO several conditions set forth in the related Mortgage Loan
000 Xxxx Xxxxxxxxx Xxxxxx, XX documents.
000 Xxxx Xxxxxxxxx Xxx Xxxxxxxxxx XX
136 Xxxx CVS Orlando, FL
140 Xxxx CVS Robertsdale, AL
000 Xxxx XXX Xxxxxx Xxxx, XX
143 Xxxx CVS Gulfport, MS
000 Xxxx'x Xxx Xxxxxxx, XX
000 Xxxx Xxxxxx Xxxxx Xxxxxxxxxxx XX
151 Xxxx CVS Columbia, TN II
152 Xxxx CVS Columbia, TN I
154 Xxxx CVS Scioto Trail Portsmouth OH
155 Xxxx Rite Aid Cleveland, OH
156 Xxxx Rite Aid Fremont, OH
157 Family Dollar Lakewood OH
159 Xxxx Advance Auto Holland Township
161 Xxxx Advance Auto Holland MI
162 Xxxx Advance Auto Zeeland MI
------------------------------------------------------------------------------------------------------------------------------------
4 BlueLinx Holdings Pool The related Mortgage Loan documents permit a portion of
5 RLJ Hotel Pool the Mortgaged Property to be released, subject to certain
0 Xxxxxx Xxxxx Xxxxx conditions set forth in the related Mortgage Loan
14 Xxxxxxx Hills Office Pool documents.
22 55 Francisco
Exceptions to Representation 27
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxx Xxxxxxx The Mortgaged Property is legal non-conforming and no law
and ordinance insurance is in place for each Mortgaged
Property.
------------------------------------------------------------------------------------------------------------------------------------
36 Xxxxxxxxxxx Village The Mortgaged Property is located in Texas where a zoning
title insurance endorsement is not available. Wachovia
agreed to accept the opinion that Assignment of Leases is a
valid, enforceable obligation of the Mortgagor, but agreed
not to require a lien opinion and instead rely on the title
insurance policy as to lien attachment.
------------------------------------------------------------------------------------------------------------------------------------
43 0000 Xxxxx Xxxxxx The Mortgaged Property is non-conforming due to
000 Xxxxxx Xxxxxxxxxx XXXX insufficient parking spaces.
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx If there is a casualty or condemnation of 40% or more of
the Mortgaged Property and Mortgagee requests that the
Mortgaged Property be restored or repaired, the Mortgagor
may elect to pay the Mortgage Loan in full at par instead
of repairing or restoring the Mortgaged Property.
Exceptions to Representation 29
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx Each Mortgage Loan has an original principal balance above
16 AIM Investments Corporate Campus $15,000,000.00 and is not a single purpose bankruptcy remote
17 Shorepark Apartments borrower.
18 National Bank Plaza
23 Spring Mill
24 Woodcreek Apartments
00 Xxx Xxxxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxx
38 Medici Apartments
41 Montrose Metro I
44 Sterling University Village
45 Montrose Metro II
46 Xxxxxx Farms
00 Xxxx Xxxx Xxx Xxxxxxxxxx
00 Xxxxx Xxxxx Center
54 AMLI at Xxxxx Xxxxx
00 Xxxxxx Xxxxxxxx Apartments
159 Xxxxxxx Hills Office Pool
------------------------------------------------------------------------------------------------------------------------------------
18 National Bank Plaza Each Mortgage Loan has an original principal balance above
00 Xxxxxx Xxxxxx Xxxxx $20,000,000.00 and does not have a counsel's opinion
35 Sheraton - Baltimore North regarding non-consolidation of the Mortgagor in any solvency
36 Xxxxxxxxxxx Village proceeding.
37 Xxxxxxxx Xxxx
00 Medici Apartments
159 Xxxxxxx Hills Office Pool
Exceptions to Representation 31
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
159 Xxxxxxx Hills Office Pool Pending litigation between sponsor/principal and affiliate
and tenant regarding tenant's claim to interest in profits
from the Mortgagor's sale of a property in 1998. The
Mortgagor and guarantor have provided indemnification for
any costs incurred by Mortgagees as a result of the
litigation.
Also, pending litigation between sponsor Xxxx Xxxxxx, his
related entities and a family member surrounding the family
member's past employment with affiliates of the Mortgagor
and his termination therefrom.
------------------------------------------------------------------------------------------------------------------------------------
4 BlueLinx Holdings Pool (1) Guarantor is defendant in suit attempting to retrieve
$16,000,000.00 in alleged preferential payments in
connection with a bankruptcy proceeding.
(2) Guarantor is defendant in suit attempting to retrieve
$4,241,798.66 in alleged preferential payments in
connection with bankruptcy proceeding.
(3) Guarantor is defendant in suit attempting to retrieve
$600,668.24 in alleged preferential payments in connection
with bankruptcy proceeding.
(4) Guarantor is plaintiff is lawsuit against Wachovia for
$126,062.82 for payment Wachovia made from a BlueLinx
account which was evidently stolen and fraudulently
modified.
------------------------------------------------------------------------------------------------------------------------------------
105 Lakeside at Xxxxx Guarantor is defendant in tortuous interference suit for
$200,000.00.
------------------------------------------------------------------------------------------------------------------------------------
113 Walgreens - Baltimore, MD An affiliate of the Mortgagor, Maple Plaza Ltd. is involved
000 Xxxxxxxxx - Xxxxxxxxxxx, XX in a slip and fall lawsuit. The amount in controversy is
142 Walgreens - Glen Burnie, MD covered by insurance. An affiliate of the Mortgagor, Maple
Plaza Ltd. has in the past 20 years defaulted and/or been
delinquent on a commercial mortgage loan, had been a debtor
in a bankruptcy action, and had extraordinary course of
business litigation pending.
Exceptions to Representation 36
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
72 Wrigley Marketplace Wachovia has taken collateral assignment of, but does not
hold, a $544,340.00 escrow deposited by the seller with the
title company for the benefit of the Mortgagor.
Exceptions to Representation 40
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
1 .One Financial Place The guarantor for each of these Mortgage Loans is not a
2 .Prime Outlets at Birch Run natural person
2 .Prime Outlets at Williamsburg
2 .Prime Outlets at Hagrestown
3 .One Illinois Center
4 .BlueLinx Holdings Pool
5 .RLJ Hotel Pool
13 Sierra Health Services
14 Xxxxxxx Hills Office Pool
15 Montecito Plaza
17 Shorepark at Riverlake
19 Vista Pointe Apartments
23 Spring Mill
24 Woodcreek Apartments
25 Regency Park
00 Xxx Xxxxxxx Xxxxxxxxxx
00 Xxxxxx Xxxxxx
29 Redhill Hampton Bay Apartments
36 Xxxxxxxxxxx Village
44 Sterling University Village
46 Xxxxxx Farms
00 Xxxxxxx Xxxxx
00 Xxx Xxxx Manor Apts.
00 Xxxxxxxxxxx Xxxx Xxxx.
00 Xxxxx Xxxxx Center
54 AMLI at Eagle Creek
60 Villas by the Lake Apartments
72 Wrigley Marketplace
73 Westbrooke Village North
74 Shoppes at Xxxxxxxxx Xxxxx
00 Xxxxxxx Xxxx Center
00 Xxxxxxxx Xxxxx
00 Xxxxxxx Xxxxx
88 Westbrooke Village South
91 Courtyard by Marriot, Xxxxxxxx, CT
92 Deerfield Xxxxx Apts.
97 Fairfield Inn - Hammond, IN
104 Xxxx XX Xxxxxx - Independence MO
111 Xxxxxxxxxx House Apts.
112 Comfort Inn Mystic
114 1420 Chicago
000 Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxxx, XX
000 Xxxx Xxxxxxxxx Xxxxxx, XX
000 Xxxx Xxxxxxxxx Xxx Xxxxxxxxxx XX
136 Xxxx CVS Orlando, FL
137 Jacob Heights Phase III
140 Xxxx CVS Robertsdale, AL
141 Xxxx CVS Haines City, FL
142 AIM Investments Corporate Campus
143 Xxxx CVS Gulfport, MS
000 Xxxx XXX Xxxxxx Xxxxx Xxxxxxxxxx XX
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx
148 Xxxx Advance Auto Zeeland MI
149 Xxxx Advance Auto Holland MI
159 Xxxx Advance Auto Xxxxxxx Xxxxxxxx XX
000 Xxxxxx Xxxxx - Xxxxxxxxxxx, XX
151 Xxxx CVS Columbia, TN II
152 Xxxx CVS Columbia, TN I
000 Xxxx'x Xxx Xxxxxxx, XX
155 Xxxx Rite Aid Cleveland, OH
156 Xxxx Rite Aid Fremont, OH
157 Family Dollar Lakewood OH
Westlakes Villas
Xxxxxxx River Place
------------------------------------------------------------------------------------------------------------------------------------
00 Xxx Xxxxxx There is no guarantor for this Mortgage Loan.
41 Montrose Metro I
42 Montrose Metro II
------------------------------------------------------------------------------------------------------------------------------------
71 Spring Hill Plaza The Mortgagor shall be fully and personally liable and
subject to legal action up to an amount equal to $1,350,000
(i) for proceeds paid under insurance, (ii) for proceeds
resulting from condemnation, (iii) for all tenant security
deposits, (iv) for rent and other payments received, (v)
for rents, issues, profits and revenues received after an
Event of Default, (vi) for waste committed to property
resulting from intentional misconduct or gross negligence,
(vii) for failure to pay taxes, assessments or mechanics
liens, (viii) for all obligations and indemnities of the
Mortgagor, and (ix) for fraud, material misrepresentation
and failure to disclose material facts and for any and all
losses, damages and expenses of Lender arising out of the
Mortgagors ownership.
Exceptions to Representation 46
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
13 Sierra Health Services Each Mortgaged Property is encumbered by existing secondary
44 Sterling University Place debt.
00 Xxxx Xxxx Xxx Xxxxxxxxxx
00 Xxxxx Xxxxx Center
66 Pointwest Business Park
75 Deerwood Xxxxxxx
77 Cardinal Apartments
Exceptions to Representation 47
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx - Xxxx Xxxxxx, XX The Mortgaged Property is not currently a separate tax lot.
The loan documents provide for the impounding of taxes on
the larger lot of which the Mortgaged Property is a part
and shall be released annually upon proof of the payment of
taxes on such larger lot.
Exceptions to Representation 50
-------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
16 AIM Investments Corporate Campus Each Mortgage Loan has an original principal balance above
104 Xxxx XX Penney - Independence MO $5,000,000.00 and the related Mortgage Loan documents do
not require quarterly operating statements.
------------------------------------------------------------------------------------------------------------------------------------
8 Xxxxxx Ranch Plaza Each Mortgage Loan has an original principal balance above
20 Acacia Park Apartments $20,000,000.00 and the Mortgage Loan documents do not
23 Spring Mill require audited annual financial statements.
28 Carmel Center
33 Cicero Market Place
34 AMLI at Xxxxxxx Xxxxx
00 Xxxxxxxxxxx Xxxxxxx
37 Bridford Lake
Exceptions to Representation 54(a)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The Mortgaged Property contains a fee simple interest but
also includes an unrecorded ground lease with the City of
San Xxxxxx for dock space. There is an assignment of the
tenant's interest in the ground lease to the Mortgagor
recorded, which contains a copy of the ground lease.
Exceptions to Representation 54(b)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
60 Villas by the Lake Apartments The ground lease is subordinate to a lien on the fee estate
that secures bond financing. However, the bond trustee has
provided in the Bond Loan documents that it will not
foreclose on the fee estate so long as the tenant is not in
default under the ground lease.
Exceptions to Representation 54(c)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
60 Villas by the Lake Apartments The related Mortgage Loan documents are silent as to
000 Xxxxxxxxx - Xxxx Xxxxxx, XX assignability without the consent of the ground lessor.
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgage Loan contains a ground lease which is
not freely assignable by the mortgagee without the consent
of the lessor.
Exceptions to Representation 54(e)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
60 Villas by the Lake Apartments The related ground lease is silent as to whether a notice
000 Xxxxxxxxx - Xxxx Xxxxxx, XX of termination given under such ground lease is effective
against the Mortgagor unless a copy has been delivered to
the Mortgagor.
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgaged Property contains a ground lease
which does not require notice of lessee's default to be
given to mortgagee at the same time as lessee's notice.
Exceptions to Representation 54(f)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgaged Property contains a ground lease
which does not require the mortgagee receive an opportunity
to cure all defaults before lessor may terminate the lease.
Exceptions to Representation 54(g)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
60 Villas by the Lake Apartments The term of the Ground Lease is not more than 20 years
beyond the Maturity Date of the Loan. However, at
expiration of the Ground Lease the fee estate may be
purchased by the tenant for $1.
Exceptions to Representation 54(h)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
6 000-000 Xxxxxxx Xxxxxx The related Ground Lessor did not join in the mortgage as
00 Xxxxxxxxx Xxxxx required by the related Ground Lease.
60 Villas by the Lake Apartments
72 Wrigley Marketplace
000 Xxxxxxxxx - Xxxx Xxxxxx, XX
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgaged Property contains a ground lease
which does not allow the leasehold mortgagee the right to
receive a new lease upon termination or lessee's interest.
Exceptions to Representation 54(i)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx - Xxxx Xxxxxx, XX The related Mortgage Loan document is silent as to whether
leasehold mortgagee has right to supervise and control
insurance or condemnation proceeds.
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgaged Property contains a ground lease
which does not give the leasehold mortgagee the right to
supervise insurance or condemnation proceeds.
Exceptions to Representation 54(k)
----------------------------------
Loans Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
60 Villas by the Lake Apartments The related Mortgage Loan documents are silent as to
000 Xxxxxxxxx - Xxxx Xxxxxx, XX whether the ground lease can be amended, modified,
terminated, surrendered or cancelled without written
permission of the Mortgagor.
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx The related Mortgaged Property contains a ground lease
which may be amended, modified, terminated, surrendered or
cancelled without written permission of the mortgagee.
EXHIBIT A
Mortgage Loan Schedule
Mortgage Loan Group
Loan Number Number Property Name Address
----------- ---------- -------------------------------------------------- ----------------------------------------------
1 1 One Financial Place 000 Xxxxx XxXxxxx Xxxxxx
2 1 Prime Outlets Pool II(1) Various
2 Prime Outlets at Birch Run 00000 Xxxxx Xxxxx Xxxx
2 Prime Outlets at Xxxxxxxxxxxx 0000-00X Xxxxxxxx Xxxx
2 Prime Outlets at Xxxxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxxxxx
0 0 One Illinois Center 000 Xxxx Xxxxxx Xxxxx
4 1 BlueLinx Holdings Pool(1) Various
4 Blue Linx - Frederick, MD 4300 Georgia Xxxxxxx Xxxxxxxxx
0 Xxxx Xxxx - Xxxxxxxxxx, XX 000 Xxxxx Xxxxxx
0 Xxxx Xxxx - Xxxxxxxxxx Xxxx, XX 0000 Xxxxxx Xxxx
0 Xxxx Xxxx - Xxxxxxxxxxxxx, XX 000 Xxxxx Xxxx
0 Xxxx Xxxx - Xxxxx, XX 00000 Xxxx Xxxxxxxx Boulevard
4 Blue Linx - Xxxxxx, XX 00000 Xxxxxx Xxxxxx
0 Xxxx Xxxx - Xxxxxx, XX 0000 X Xxxxxx
0 Xxxx Xxxx - Xx. Xxxxx, XX 4747 Xxxx XX Parkway
4.09 Blue Linx - City of Industry, CA 00000 Xxxxxx Xxxxxx
4.10 Blue Linx - Ypsilanti, MI 0000 XxXxxx Xxxx
4.11 Blue Linx - National City, CA 000 Xxx Xxxxxx Xxxxx
4.12 Blue Linx - Englewood, CO 000 Xxxxxxxxx Xxxxx Xxxxx
4.13 Blue Linx - Xxxxxxxxxxxx, XX 00000 Xxxxxxx Drive
4.14 Blue Linx - Xxxxxxxxx, XX 00000 Corporate Xxxxx Trail
4.15 Blue Linx - Beaverton, OR 00000 XX Xxxxx Xxxxxx
4.16 Blue Linx - N. Kansas City, MO 0000 Xxxxxx Xxxxxx
4.17 Blue Linx - Tampa, FL 000 Xxxxx 00xx Xxxxxx
4.18 Blue Linx - Denville, NJ 1 Luger Road
4.19 Blue Linx - Xxxxxxxxxxx, XX 00000 NE 000xx Xxxxxx
4.20 Blue Linx - Denver, CO 0000 Xxxxxx Xxxxxx
4.21 Blue Linx - Miami, FL 0000 XX 000xx Xxxxxx
4.22 Blue Linx - Riverside, CA 0000 Xxxxxx Xxxxxx
4.23 Blue Linx - Houston, TX 000 Xxxxxxxx Xxxxx
4.24 Blue Linx - Xxxxx, TN 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
4.25 Blue Linx - Maple Grove, MN 0000 Xxxxxxxxx Xxxxxxx
4.26 Blue Linx - Pensacola, FL 0000 XxXxx Xxxxx
4.27 Blue Linx - Elkhart, IN 000 Xxxxxxx Xxxx
4.28 Blue Linx - Tulsa, OK 5717 North Xxxxx
4.29 Blue Linx - Midfield, AL 0000 Xxxxxxxxxx Xxxxxxxxx
4.30 Blue Linx - Newtown, CT 00 Xxxxx Xxxx Xxxxxx
4.31 Blue Linx - Nashville, TN 000 00Xx Xxx Xxxxx
0.00 Xxxx Xxxx - Xxxxxxxxx, XX 0000 Xxxxxxxx Xxxxx
4.33 Blue Linx - Allentown, PA 0000 Xxxxxxxxx Xxxx
4.34 Blue Linx - San Antonio, TX 000 X Xx Xxxxx Xxxx
4.35 Blue Linx - Richmond, VA 0000 Xxxxxxxxx Xxxx
4.36 Blue Linx - New Xxxxxxx Township, PA Xxx Xxxxx 000 & Xxxxxx Xxxx
4.37 Blue Linx - Albuquerque, NM 0000 Xxxxxxxx Xxxxxx XX
4.38 Blue Linx - Yaphank, NY 000 Xxxxxxx Xxxxxx
4.39 Blue Linx - Portland, ME 000 Xxxxxx Xxxxxx
4.40 Blue Linx - Memphis, TN 4287 Pilot Drive
4.41 Blue Linx - Shelburne, VT 000 Xxxx Xxxxx Xxxxx Xxxx
4.42 Blue Linx - Fargo, ND 0000 00xx Xxxxxx Xxxxx
4.43 Blue Linx - Shreveport, LA 0000 Xxxxxx Xxxx Xxxxx
4.44 Blue Linx - Lake City, FL 000 XX Xxxxxx Xxxx 245
4.45 Blue Linx - Little Rock, AR 0000 Xxxxx Xxxxxx
4.46 Blue Linx - Virginia Beach, VA 000 Xxxxx Xxxxxx
4.47 Blue Linx - Tallmadge, OH 000 Xxxxxx Xxxxx Xxxx
4.48 Blue Linx - Eagan, MN 0000 Xxxx Xxxxxxx Xxxx
4.49 Blue Linx - Springfield, MO 0000 Xxxx Xxxxxx Xxxxxx
4.50 Blue Linx - Sioux Falls, SD 0000 Xxxxx 0xx Xxxxxx
4.51 Blue Linx - El Paso, TX 0000 Xxxxxx Xxxxxx
4.52 Blue Linx - Des Moines, IA 0000 XX 00xx Xxxxxx
4.53 Blue Linx - Harlingen, TX 0000 Xxxxxx Xxxx
4.54 Blue Linx - Grand Rapids, MI 000 Xxxxxxxx Xxxxxx XX
4.55 Blue Linx - North Charleston, SC 4290 Xxxxxxx Xxxxxx
0.00 Xxxx Xxxx - Xxxxxx, XX 000 Xxxxx 00xx Xxxxxx
4.57 Blue Linx - Lubbock, TX 000 Xxxx 00xx Xxxxxx
4.58 Blue Linx - Pearl, MS 000 Xxxx Xxxx Xxxx
5.00 1 RLJ Hotel Pool(1) Various
5.01 Marriott - Xxxxxx, XX 00000 Park Xxxxxxx Drive
5.02 Marriott - Bedford Park, IL 0000 X Xxxxxx Xxxxxx
5.03 Renaissance - Plantantion, FL 0000 Xxxx Xxxxxx Xxxx
5.04 Marriott - Austin, TX 4415 S IH 35
5.05 Hilton Garden Inn - Bedford Park, IL 0000 X Xxxxxx Xxxxxx
5.06 Residence Inn - Plantation, FL 000 X Xxxxxxxxxx Xxxxx
5.07 Renaissance - Broomfield, CO 000 Xxxxxxxx Xxxxxxxxx
0 Xxxxxxxxx - Xxxx Xxxx Xxxx, XX 4843 W Xxxxxxx Xxxxxxxx
0 Xxxxxxxxx Xxx Xxxxxxxx - Xxxxxxx, XX 0000 XxXxx Xxxx
0 Xxxxxxx Xxx - Xxxxxxx Xxxx, XX 0000 X Xxxxxx Xxxxxx
5 Marriott - Pontiac, MI 3600 Centerpoint Parkway
5 Holiday Inn Express - Bedford Park, IL 0000 X Xxxxxx Xxxxxx
0 Xxxxxxxxx - Xxxxxx, XX 0000 Xxxxxxxxx Xxxxxxxxx
0 Xxxxxxxxxx Xxxxxx - Xxxxxx, XX 4501 S IH 35
5 Residence Inn - Round Rock, TX 2505 S IH 35
5 Residence Inn - Austin, TX 0000 Xxxxx Xxxxxxxxx
0 Xxxxxxxxx - Xxxxx, XX 00000 Palm River Road
5 Residence Inn - Pontiac, MI 3333 Centerpoint Parkway
5 Residence Inn - Xxxxxxxxxx, IL 0000 XxXxxxxx Xxxxxxx
5 Sleep Inn - Bedford Park, IL 0000 X Xxxxxx Xxxxxx
5 Springhill Suites - Schaumberg, IL 0000 XxXxxxxx Xxxxxxx
0 Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx, XX 00000 Xxxx Xxxxx Xxxx
0 Xxxxxxxxx - Xxxx Xxxxx, XX 0000 X Xxxxxxxxxx Xxxxxx Xxxx
0 Xxxxxxxxx - Xxxxxxxxxx, XX 00000 Xxxxxxxx Xxxxx Xxxxx
0 Xxxxxxxxx - Xxxxxxxxxxxx, IN 0000 Xxxxx Xxxxxx Xxxxxx
5 Residence Inn - Louisville, CO 000 Xxxx Xxxxx Xxxxxx
5 Residence Inn - Fishers, IN 0000 Xxxxxxxxxx Xxxxxxxxx
0 Xxxxxxxxx - Xxxxxxxxx, XX 00000 Southwest Freeway
0 Xxxxxxxxx Xxx - Xxxxxxxxx, XX 00000 Southwest Freeway
0 Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxxxxxxx, XX 0000 Xxxxxxx Xxxxxx
0 Xxxxxxxxx - Xxxxxxxx, XX 2300 Highway 67
5 Residence Inn - Merrillville, IN 0000 Xxxxxxxx Xxxxx
0 Xxxxxxxxx - Xxxxxxxxx, XX 0000 Xxxxx Xxxx Xxxxxx
0 Xxxxxxxxx - Xxxxxxx, XX 3555 Centerpoint Parkway
5 Residence Inn II - Austin, TX 4537 S IH-35
5 Hampton Inn - Merrillville, IN 0000 Xxxxxxx Xxxxxx
5 Holiday Inn Express - Merrillville, IN 0000 Xxxxxxx Xxxxxx
0 Xxxxxxxxx - Xxxxxxxxxx, XX 0000 X Xxxxxxxxx Xxxxx
5 Fairfield Inn & Suites - Austin, TX 4525 S IH 35
5 Holiday Inn Select - Grand Rapids, MI 3063 Xxxx Xxxxxxxxx Xxxxxxxxx
0 Xxxxxxxxx Xxx - Xxxxx Xxxx, IN 000 X Xxxxx Xxxxxx
0 Xxxxxxxxx - Xxxxxx Xxxxxx, XX 1592 Xxxx Xxxxx
0 Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxxxxx, XX 0000 X Xxxxxxxxx Xxxxx
6 1 000-000 Xxxxxxx Xxxxxx(0) 500 & 000 Xxxxxxx Xxxxxx, 000 Xxxx 00xx Xxxxxx
8 1 Xxxxxx Ranch Plaza 0000 Xxxxx Xxxx Xxxxxx
9 2 Bacara and Montelena at the Canyons 19920 and 00000 Xxxxx 00xx Xxxxxx
13 1 Sierra Health Services 0000 Xxxxx Xxxxxx Xxx
14 1 Xxxxxxx Hills Office Pool Various
14 Wilshire Doheny Building 0000 Xxxxxxxx Xxxxxxxxx
14 Wilshire La Peer Building 0000 Xxxxxxxx Xxxxxxxxx
14 Wilshire Palm Building 0000 Xxxxxxxx Xxxxxxxxx
00 0 Xxxxxxxxx Xxxxx 000-000 Xxxxx Xxxxxx
16 1 AIM Investments Corporate Campus 4350, 4340, 0000 Xxxxx Xxxxxx Xxxxxx
17 2 Shorepark at Riverlake 0000 Xxxxxx Xxxx
18 1 National Bank Plaza 0000 Xxxxx Xxxxxxx Xxxxxx
19 2 Vista Pointe Apartment Homes(3) 000 Xxxxx Xxx Xxxxx Xxxxxx
20 2 Acacia Park Apartments 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxx
21 1 Montrose Metro Centre I 00000 Xxxxxxxxx Xxxx
22 1 00 Xxxxxxxxx Xxxxxx 00 Xxxxxxxxx Xxxxxx
23 2 AMLI on Spring Mill(4) 00000 Xxxxxx Xxxxx
24 2 Woodcreek Apartments 0000 XX 000xx Xxxxxx
25 1 Regency Park Shopping Center 0000 Xxxxxxx Xxxxxx
26 2 Bay Village Apartments 0000 Xxxxxx Xxxxxx
00 0 Xxxxxx Xxxxxx(0) 000 Xxxxxx Xxxxxx
29 2 Hampton Bay Apartments 0000 Xxxxx 000xx Xxxxx
30 0 Xxx Xxxxxx Xxxxxxxxxx Xxxxxx 0000-0000 Xxx Street
31 1 Philadelphia Design and Distribution Center 0000-00 Xxxxxxxxxxx Xxxxxx
33 1 Cicero Market Place 0000 Xxxx Xxxxxx Xxxxx
34 2 AMLI at Xxxxxxx Creek 0000 Xxxxxxx Xxxx
00 0 Xxxxxxxx - Xxxxxx, XX 000 Xxxxxxx Xxxxxx Xxxx
00 0 Xxxxxxxxxxx Xxxxxxx Shopping Center 0000 Xxxxx Xxxxxxx 0 Xxxxx
37 2 Bridford Lake 0000 Xxxxxxxx Xxxx Xxxxxx
38 1 Medici Apartment Homes 0000 Xx Xxxxxx Xxxx
00 1 000 Xxxx 000xx Xxxxxx 000 Xxxx 000xx Xxxxxx
43 1 0000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
00 0 Xxxxxxxx Xxxxxxxxxx Xxxxxxx 000 Xxxxxxxx Xxxxx Xxxx
45 1 Montrose Metro Centre II 00000 Xxxxxxxxx Xxxx
46 2 Xxxxxx Farms 00000 Xxxxxx Xxxxx
47 2 Park West End Apartments 0000 Xxxxxxxx Xxxxx
48 1 Midtown Plaza(6) 0000 Xxxx Xxxx
49 2 Wilshire Place 0000 Xxxxxxxxx Xxxxxx
50 2 Oak Park Manor 00000 Xxxxxxx Xxxxxx
51 2 Springwells Park 00000 Xxxxxxxxxx Xxxxx
52 1 101 North Monroe Xxxxxx 000 Xxxxx Xxxxxx Xxxxxx
00 0 Xxxxx Xxxxx Center 12101-12233 Central Avenue
54 2 AMLI at Eagle Creek 0000 Xxxxxxx Xxxxx
00 0 Xxxxxxxx Xxx Xxxx Pool Various
00 00 Xxxxxxxx Xxxx 00 Xxxxxxxx Xxxx
55 00 Xxxxxx Xxxxx 00 Xxxxxx Xxxxx
56 2 Parkwood East Apartments 0000 Xxxxxxxx Xxxxx
59 1 Xxxxxxxx Financial Center 0000 Xxxxxx Xxxxxx
60 2 Villas by the Xxxx Xxxxxxxxxx 0 Xxxxxxxx Xxx
61 1 Hampton Inn - Charlotte, NC 6700 Xxxxxxxx Place Court
62 2 Champions Club Apartments 0000 Xxxxxx Xxxxx
00 0 Xxxxxx Xxxxxxx 0000 Xxxxxxxxx-Xxxxxxxx Xxxx
66 1 Point West Business Park 0000-0000 Xxxxxxx Xxxx
00 0 Xxxxx Xxxx Xxxxxxx Pool Various
67 North Oaks Village Center Retail Center 111-123 & 845-895 Xxxxxxx Xxxxxx Xxxxx
00 Xxxxxxx Xxxxxx Financial Xxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx
00 Xxxxxxx Xxxxxx Professional Xxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx
00 0 Xxxxxx Xxxxxxxxxx 00000 Xxxxx 00xx Xxxxxx
00 0 Xxxxxx Xxxx Plaza 0000 Xxxxxxxx Xxxx
72 1 Wrigley Marketplace 000-000 Xxxx Xxxxxx Xxxxxx
00 0 Xxxxxxxxxx Xxxxxxx Shopping Center North 7311-7399 Xxxxxxx Xxxx
00 0 Shoppes at Brentwood Hills 000 Xxx Xxxxxxx Xxxxxxxxx
00 0 Xxxxxxxx Xxxxxxx 0000 Xxx Xxx Xxxxx Xxxx
77 2 The Cardinal 0000 Xxx Xxxxx Xxxx
78 1 Hampton Inn and Suites Tucson Mall - Tucson, AZ(7) 0000 Xxxxx Xxxxxx Xxxx
79 1 Watauga Town Center 0000 Xxxxxx Xxxxxxx
80 1 Xxxxxxx-XxXxxx 2000 xxxxxxx road
81 0 Xxxxxxxx Xxxxx 0000 Xxxxxxx Xxxxxx Xxxx
82 1 Pinetree Plaza Shopping Center US 50 at State Highway 291
83 1 Concord Place 00000 Xxxxxxx Xxxx
85 0 Xxxxx Xxxxx Xxx - Xxxx Xxxxx, XX(0) 00000 Xxxxxx Drive
86 2 Hill at Woodway Apartments 00000 Xxxxxxxx Xxxxx
87 1 Gander Mountain - Blaine, MN 10650 Xxxxxxxxx Xxxxxx XX
00 0 Xxxxxxxxxx Xxxxxxx Shopping Center South 7405-7471 Xxxxxxx Xxxx
00 0 Courtyard by Marriott - Cromwell, CT 0 Xxxxxxx Xxxxx
00 0 Xxxxxxxxx Xxxxx 00000 Xxxxxxxxxx Xxxx
00 0 XxxxxXxxxx Xxxxxx - Xxxxxx, AZ(9) 000 Xxxx Xxxxxxxx Xxxx
97 1 Fairfield Inn - Hammond, IN 0000 Xxxxxxx Xxxxx
99 1 Coolwood Plaza 0000-0000 X.X. Xxxxxxx 00
100 1 000 Xxxx Xxxxxxxxxx Xxxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxx
101 1 Sav-On - San Xxxxx, CA 000 Xxxxx Xxxxxxx Xxxxxx
102 1 Wakefield Business Park 0000-0000 Xxxxx Xxx Xxxx
104 1 JC Penney - Xxxxxxxxxxxx, XX 00000 Xxxx 00xx Xxxxxx
000 0 Lakeside @ Xxxxx 6810 & 0000 Xxxxx Xxxxxxxxxx Xxxxxx
108 1 Pinebrook Commerce Center 2470 Satellite Boulevard
109 1 Sav-On - Duarte, CA 2315, 0000-0000 Xxxxxxxxxx Xxxxx
111 2 Xxxxxxxxxx House 27700 Xxxxxxxxxx Xxxxxxx
000 0 Xxxxxxx Xxx - Xxxxxx, XX 00 Xxxxxxxxx Xxxxxx
113 1 Walgreens - Baltimore, MD 0000 Xxxx Xxxx
114 1 1420 Chicago 0000 Xxxxxxx Xxxxxx
115 1 Holiday Inn Express - Southington, CT 000 Xxxxxx Xxxxxx
118 1 The Suffolk County Department of Health Building 000 Xxxxx Xxxxx
120 1 New Kent Crossing Shopping Center 0000 Xxx Xxxx Xxxxxxx
122 1 Walgreens - Albany, OR 0000 Xxxxxxx Xxxxxxxxx XX
124 1 Xx Xxxxxx Lodge & Casitas - Tucson, AZ(10) 0000 Xxxxx Xxxxxx Xxxx
125 0 Xxxxxxxx Xxxxxx 0 Xxxxx Xxxxxxxxx
127 1 Walgreens - Christiansburg, VA 0000 Xxxxx Xxxxxxxx Xxxxxx
129 1 The Xxxxxxx Xxxxxx Xxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
132 1 Walgreens - Taylorville, IL 000 Xxxxx Xxxxxxx Xxxxxx
133 1 Walgreens - New Kensington, PA 2455 Xxxxxxxxx Xxxx
000 0 CVS - Xxxxxxx, XX 00000 East Colonial Drive
137 1 Jacob Heights Phase III 533 Xxxxxx Path
138 2 Lemans Apartments 945 East 4500 South
140 1 CVS - Xxxxxxxxxxx, XX 00000 Highway 59
141 1 CVS - Xxxxxx Xxxx, XX 00000 XX Xxxxxxx 00
000 0 Xxxxxxxxx - Xxxx Burnie, MD 0000 Xxxxxxx Xxxxxxx
143 1 CVS - Gulfport, MS 0000 Xxxx Xxxx Xxxx
145 1 Conn's - Xxx Xxxxxxx, XX 00000 West FM 1604
146 1 Irongate Village Shopping Center 0000 Xxxxxxxx Xxxxx (U.S. 231)
150 1 Office Depot - Warrensburg, MO 000 Xxxx Xxxxxxx Xxxxxx
151 1 CVS - Columbia, TN II 000 X. Xxxxx Xxxxxxxx Xxxxxxxxx
152 1 CVS - Columbia, TN I 000 Xxxxxxxxx Xxxxxxx
154 1 CVS - Xxxxxxxxxx, XX 0000 Scioto Trail
155 1 Rite Aid - Cleveland, OH 0000 Xxxxx Xxxxxx
156 1 Rite Aid - Fremont, OH 0000 Xxxx Xxxxx Xxxxxx
157 1 Family Dollar and Charter One Bank 12212-12224 Xxxxxxx Xxxxxx
000 0 Advance Auto Parts - Xxxxxxx Xxxxxxxx, XX 00000 Xxxxx Street
161 1 Advance Auto Parts - Holland, MI 927 South Washington
162 1 Advance Auto Parts - Zeeland, MI 59 West Washington
Mortgage Cut-Off Date Monthly P&I
Loan Number City State Zip Code County Loan Balance ($) Payments ($) Grace Days
--------------- -------------------- ------- -------- ------------------- ---------------- ------------ -----------------
1 Xxxxxxx XX 00000 Xxxx 163,600,000.00 IO
2 Various Various Various Various 150,000,000.00 879,680.66
0 Xxxxx Xxx XX 00000 Saginaw
2 Xxxxxxxxxxxx XX 00000 Xxxxx Xxxx
0 Xxxxxxxxxx XX 00000 Washington
3 Xxxxxxx XX 00000 Xxxx 148,500,000.00 918,206.81
4 Various Various Various Various 147,500,000.00 917,797.67 5
4 Xxxxxxxxx XX 00000 Frederick
4 Xxxxxxxxxx XX 00000 Norfolk
0 Xxxxxxxxxx Xxxx XX 00000 Will
4 Xxxxxxxxxxxxx XX 00000 Gwinnett
4 Xxxxx XX 00000 Nassau
4 Xxxxxx XX 00000 Alameda
4 Xxxxxx XX 00000 Granville
4 Xxxx Xxxxx XX 00000 Tarrant
4.09 City of Industry CA 91744 Los Angeles
4.10 Xxxxxxxxx Xxxxxxxx XX 00000 Washtenaw
4.11 Xxxxxxxx Xxxx XX 00000 San Diego
4.12 Xxxxxxxxx XX 00000 Xxxxxxx
4.13 Xxxxxxxxxxxx XX 00000 Xxxxx
4.14 Xxxxxxxxx XX 00000 Saint Louis
4.15 Xxxxxxxxx XX 00000 Washington
4.16 North Xxxxxx Xxxx XX 00000 Clay
4.17 Xxxxx XX 00000 Hillsborough
4.18 Xxxxxxxx XX 00000 Xxxxxx
4.19 Xxxxxxxxxxx XX 00000 King
4.20 Xxxxxx XX 00000 Denver
4.21 Xxxxx XX 00000 Miami-Dade
4.22 Xxxxxxxxx XX 00000 Riverside
4.23 Xxxxxxx XX 00000 Xxxxxx
4.24 Xxxxx XX 00000 Unicoi
4.25 Xxxxx Xxxxx XX 00000 Hennepin
4.26 Xxxxxxxxx XX 00000 Escambia
4.27 Xxxxxxx XX 00000 Elkhart
4.28 Xxxxx XX 00000 Tulsa
4.29 Xxxxxxxx XX 00000 Jefferson
4.30 Xxxxxxx XX 00000 Fairfield
4.31 Xxxxxxxxx XX 00000 Davidson
4.32 Xxxxxxxxx XX 00000 Mecklenburg
4.33 Xxxxxxxxx XX 00000 Lehigh
4.34 Xxx Xxxxxxx XX 00000 Bexar
4.35 Xxxxxxxx XX 00000 Henrico
4.36 New Xxxxxxx Xxxxxxxx XX 00000 Xxxxxxxxxxxx
4.37 Xxxxxxxxxxx XX 00000 Bernalillo
4.38 Yaphank NY 11980 Suffolk
4.39 Xxxxxxxx XX 00000 Cumberland
4.40 Xxxxxxx XX 00000 Shelby
4.41 Xxxxxxxxx XX 00000 Xxxxxxxxxx
4.42 Xxxxx XX 00000 Cass
4.43 Xxxxxxxxxx XX 00000 Caddo Parish
4.44 Xxxx Xxxx XX 00000 Columbia
4.45 Xxxxxx Xxxx XX 00000 Pulaski
4.46 Xxxxxxxx Xxxxx XX 00000 Virginia Beach City
4.47 Xxxxxxxxx XX 00000 Summit
4.48 Xxxxx XX 00000 Dakota
4.49 Xxxxxxxxxxx XX 00000 Xxxxxx
4.50 Xxxxx Xxxxx XX 00000 Minnehaha
4.51 Xx Xxxx XX 00000 El Paso
4.52 Xxx Xxxxxx XX 00000 Polk
4.53 Xxxxxxxxx XX 00000 Cameron
4.54 Xxxxx Xxxxxx XX 00000 Kent
4.55 Xxxxx Xxxxxxxxxx XX 00000 Charleston
4.56 Xxxxxx XX 00000 Marathon
4.57 Xxxxxxx XX 00000 Lubbock
4.58 Xxxxx XX 00000 Xxxxxx
5.00 Various Various Various Various 146,092,500.00 903,701.52 5
5.01 Xxxxxx XX 00000 Xxxxxxx
5.02 Xxxxxxx Xxxx XX 00000 Xxxx
5.03 Xxxxxxxxxx XX 00000 Broward
5.04 Xxxxxx XX 00000 Xxxxxx
5.05 Xxxxxxx Xxxx XX 00000 Xxxx
5.06 Xxxxxxxxxx XX 00000 Broward
5.07 Xxxxxxxxxx XX 00000 Boulder
5 Xxxx Xxxx Xxxx XX 00000 Xxxx Xxxx
0 Xxxxxxx XX 00000 Xxxxxx
5 Xxxxxxx Xxxx XX 00000 Xxxx
5 Xxxxxxx XX 00000 Oakland
5 Xxxxxxx Xxxx XX 00000 Xxxx
5 Xxxxxx XX 00000 Xxxxxx
5 Xxxxxx XX 00000 Xxxxxx
5 Xxxxx Xxxx XX 00000 Xxxxxxxxxx
5 Xxxxxx XX 00000 Xxxxxx
5 Xxxxx XX 00000 Hillsborough
5 Xxxxxxx XX 00000 Oakland
5 Xxxxxxxxxx XX 00000 Xxxx
5 Xxxxxxx Xxxx XX 00000 Xxxx
5 Xxxxxxxxxx XX 00000 Xxxx
5 Xxxxxxx XX 00000 Hillsborough
5 Xxxx Xxxxx XX 00000 Xxxxx
5 Xxxxxxxxxx XX 00000 Jefferson
5 Merrillville IN 00000 Xxxx
0 Xxxxxxxxxx XX 00000 Boulder
5 Fishers IN 00000 Xxxxxxxx
0 Xxxxxxxxx XX 00000 Xxxx Xxxx
0 Xxxxxxxxx XX 00000 Fort Bend
5 Merrillville IN 00000 Xxxx
0 Xxxxxxxx XX 00000 Dallas
5 Xxxxxxxxxxxx XX 00000 Lake
5 Mishawaka IN 00000 Xx Xxxxxx
0 Xxxxxxx XX 00000 Oakland
5 Xxxxxx XX 00000 Xxxxxx
5 Xxxxxxxxxxxx XX 00000 Lake
5 Xxxxxxxxxxxx XX 00000 Lake
5 Valparaiso IN 00000 Xxxxxx
0 Xxxxxx XX 00000 Xxxxxx
5 Xxxxx Xxxxxx XX 00000 Kent
5 South Bend IN 00000 Xxxxx Xxxxxx
0 Xxxxxx Xxxxxx XX 00000 Berrien
5 Valparaiso IN 00000 Xxxxxx
0 Xxx Xxxx XX 00000 New York 137,314,250.10 861,399.20
8 Xxxxxxx XX 00000 Monterey 75,700,000.00 446,585.29
9 Xxxxxxx XX 00000 Maricopa 63,000,000.00 IO
13 Xxx Xxxxx XX 00000 Xxxxx 50,750,000.00 IO
00 Xxxxxxx Xxxxx XX 00000 Xxx Xxxxxxx 47,000,000.00 IO
14 Xxxxxxx Xxxxx XX 00000 Los Angeles
14 Xxxxxxx Xxxxx XX 00000 Los Angeles
14 Xxxxxxx Xxxxx XX 00000 Los Angeles
15 Xxx Xxxxxx XX 00000 Marin 45,000,000.00 IO
16 Xxxxxx XX 00000 Denver 43,700,000.00 IO
17 Xxxxxxxxxx XX 00000 Sacramento 38,800,000.00 IO
18 Xxxxxxx XX 00000 Maricopa 35,600,000.00 IO
19 Xxxxxxx XX 00000 Orange 35,400,000.00 IO
00 Xxx Xxxxxxxxxx XX 00000 Xxx Xxxxxxxxxx 29,500,000.00 IO
21 Xxxxxxxxx XX 00000 Montgomery 29,000,000.00 IO
22 Xxx Xxxxxxxxx XX 00000 San Francisco 27,750,000.00 IO
23 Xxxxxx XX 00000 Xxxxxxxx 27,000,000.00 163,967.55
24 Xxxxxxxxx XX 00000 Washington 25,900,000.00 IO
00 Xxxxxxxx Xxxx XX 00000 Xxxxxxx 25,256,000.00 157,977.77
26 Xxxxxxx XX 00000 Xxxxxx 24,500,000.00 IO
28 Xxxxxx XX 00000 Xxxxxxxx 24,250,000.00 147,267.16
29 Xxxx XX 00000 King 24,000,000.00 IO
00 Xxxxx Xxxxx XX 00000 Xxxxx Xxxxx 23,500,000.00 IO
31 Xxxxxxxxxxxx XX 00000 Philadelphia 23,000,000.00 142,963.98
33 Xxxxxx XX 00000 Onondaga 21,800,000.00 129,722.54
34 Xxxxxxxxxx XX 00000 Gwinnet 21,000,000.00 126,040.66
35 Xxxxxx XX 00000 Baltimore 21,000,000.00 141,138.10
36 Xxxxxxx XX 00000 Xxxxxx 20,800,000.00 IO
37 Xxxxxxxxxx XX 00000 Guilford 20,500,000.00 114,283.43
38 Xxxxxxxxxx XX 00000 Sacramento 20,300,000.00 IO
42 Xxx Xxxx XX 00000 New York 19,500,000.00 IO
43 Xxxxxx Xxxxxx XX 00000 Richmond 19,100,000.00 116,362.58
00 Xxxxxxx Xxxxxxx XX 00000 Brazos 19,093,750.00 IO
45 Xxxxxxxxx XX 00000 Montgomery 18,500,000.00 IO
46 Xxxxxxx XX 00000 Xxxxxxxx 18,460,000.00 112,105.22
47 Xxxxxxxx XX 00000 Henrico 18,180,000.00 101,349.89
48 Xxxxxxxxx XX 00000 Cuyahoga 17,700,000.00 106,918.33
49 Xxxxxxx XX 00000 Xxxxxx 17,200,000.00 104,898.63
00 Xxx Xxxx XX 00000 Oakland 17,000,000.00 102,689.92
51 Xxxxxxxx XX 00000 Xxxxx 16,750,000.00 101,179.77
52 Xxxxxxxxxxx XX 00000 Xxxx 16,500,000.00 103,208.48
53 Xxxxx XX 00000 San Bernardino 16,500,000.00 IO
54 Xxxxxxxxxxxx XX 00000 Xxxxxx 16,050,000.00 97,469.60
55 Xxxxxxxx XX 00000 Suffolk 15,987,630.05 98,618.84
55 Xxxxxxxx XX 00000 Suffolk
55 Xxxxxxxx XX 00000 Suffolk
56 Xxxx Xxxxxxx XX 00000 Larimer 15,700,000.00 IO
59 Xxxxxxxx XX 00000 Kings 14,988,085.31 91,481.36
60 Xxxxxxxxx XX 00000 Xxxxxxx 14,925,000.00 88,239.32
61 Xxxxxxxxx XX 00000 Mecklenburg 14,500,000.00 90,034.80 5 (once per year)
00 Xxxx Xxxxx XX 00000 Henrico 13,750,000.00 76,653.52
65 Xxxxxxxxx XX 00000 Mecklenburg 12,750,000.00 78,421.04
66 Xxxxxxxxxx XX 00000 Sacramento 12,500,000.00 76,072.61
00 Xxxxx Xxxx XX 00000 Ramsey 12,300,000.00 75,733.22
00 Xxxxx Xxxx XX 00000 Ramsey
67 Xxxxx Xxxx XX 00000 Xxxxxx
67 Xxxxx Xxxx XX 00000 Ramsey
68 Xxxxxxx XX 00000 Maricopa 12,200,000.00 IO
00 Xxxxxx Xxxx XX 00000 Xxxxxxxxxx 11,500,000.00 IO
00 Xxxx Xxxxx XX 00000 Xxx Xxxxxxx 11,050,000.00 IO
73 Xxxxxxx XX 00000 Xxxxxxx 10,957,100.00 68,537.31
74 Xxxxxxxxx XX 00000 Davidson 10,760,000.00 65,831.86
75 Xxxxxxxxxx XX 00000 Guilford 10,750,000.00 59,929.11
77 Xxxxxxxxxx XX 00000 Guilford 10,350,000.00 57,699.19
78 Xxxxxx XX 00000 Pima 10,020,000.00 63,201.48
79 Xxxxxxx XX 00000 Tarrant 9,958,000.00 IO
80 Xxxxxxx XX 00000 DeKalb 9,950,000.00 59,080.77
81 Xxxxxxxxx XX 00000 Manatee 9,750,000.00 59,462.88
00 Xxxx Xxxxxx XX 00000 Xxxxxxx 9,702,000.00 60,686.58
83 Xxxxxxxxx XX 00000 Davidson 9,120,000.00 55,798.00
85 Xxxx Xxxxx XX 00000 Sonoma 9,000,000.00 58,433.67
00 Xxx Xxxxxxx XX 00000 Bexar 8,787,000.00 53,760.64
87 Xxxxxx XX 00000 Anoka 8,493,798.61 53,558.19
88 Xxxxxxx XX 00000 Xxxxxxx 8,019,550.00 50,162.76
91 Xxxxxxxx XX 00000 Middlesex 7,570,000.00 50,358.94
92 Xxxxxxx XX 00000 Xxxxx 7,550,000.00 45,606.41
96 Xxxxxx XX 00000 Pima 7,145,000.00 45,067.32
97 Xxxxxxx XX 00000 Lake 6,815,000.00 42,156.34 5
99 Xxxxxxxxxx XX 00000 Xxxxxx 6,744,681.51 41,297.86
000 Xxxxxxxxxxx XX 00000 Will 6,350,000.00 39,056.75
000 Xxx Xxxxx XX 00000 Xxx Xxxxxxx 6,000,000.00 34,710.04
102 Xxxxxxxxxxxx XX 00000 Xxxx Arundel 6,000,000.00 38,121.59
000 Xxxxxxxxxxxx XX 00000 Xxxxxxx 5,931,000.00 IO
000 Xxxxxxx Xxxxx XX 00000 Broward 5,795,000.00 34,483.58
000 Xxxxxx XX 00000 Gwinnett 5,250,000.00 32,804.69
000 Xxxxxx XX 00000 Xxx Xxxxxxx 5,196,195.58 32,730.87
000 Xxxxxxx Xxxxxxx XX 00000 Oakland 5,000,000.00 30,202.92
000 Xxxxxx XX 00000 Xxx Xxxxxx 4,910,000.00 32,663.46
000 Xxxxxxxxx XX 00000 Xxxxxxxxx Xxxx 4,900,382.23 28,713.36
114 Xxxxxxxx XX 00000 Xxxx 4,900,000.00 30,042.78
000 Xxxxxxxxxxx XX 00000 Hartford 4,860,000.00 32,330.84
118 Xxxxxxxxx XX 00000 Suffolk 4,570,000.00 27,989.83
000 Xxxxxxx XX 00000 New Kent 4,396,523.78 26,891.56
122 Xxxxxx XX 00000 Linn 4,241,000.00 IO
000 Xxxxxx XX 00000 Pima 4,120,000.00 27,767.07
000 Xxxxxxxx Xxxxxx XX 00000 Dare 4,040,000.00 25,455.89
127 Xxxxxxxxxxxxxx XX 00000 Montgomery 3,942,032.47 24,572.98
000 Xxxxxxxxx XX 00000 Xxxxxxxxx Xxxx 3,650,000.00 22,449.94
000 Xxxxxxxxxxx XX 00000 Christian 3,371,006.25 19,286.37
000 Xxx Xxxxxxxxxx XX 00000 Xxxxxxxxxxxx 3,255,000.00 IO
000 Xxxxxxx XX 00000 Orange 3,016,000.00 IO
000 Xxxxxxx XX 00000 Blue Earth 2,948,000.00 IO
138 Xxxx Xxxx Xxxx XX 00000 Salt Lake 2,765,684.90 17,874.20
000 Xxxxxxxxxxx XX 00000 Baldwin 2,720,000.00 IO
000 Xxxxxx Xxxx XX 00000 Polk 2,683,000.00 IO
000 Xxxx Xxxxxx XX 00000 Xxxx Arundel 2,614,125.68 15,572.81
000 Xxxx Xxxx XX 00000 Xxxxxxxx 2,611,000.00 IO
000 Xxx Xxxxxxx XX 00000 Bexar 2,461,000.00 IO
000 Xxxxxxxxxxxx XX 00000 Xxxxxxxxxx 2,100,000.00 12,848.22
000 Xxxxxxxxxxx XX 00000 Xxxxxxx 1,810,000.00 IO
000 Xxxxxxxx XX 00000 Maury 1,735,000.00 IO
000 Xxxxxxxx XX 00000 Maury 1,715,000.00 IO
154 Xxxxxxxxxx XX 00000 Scioto 1,424,000.00 IO
000 Xxxxxxxxx XX 00000 Cuyahoga 1,413,000.00 IO
000 Xxxxxxx XX 00000 Sandusky 1,388,000.00 IO
000 Xxxxxxxx XX 00000 Cuyahoga 1,348,000.00 IO
000 Xxxxxxx XX 00000 Ottawa 1,231,000.00 IO
000 Xxxxxxx XX 00000 Allegan 1,193,000.00 IO
000 Xxxxxxx XX 00000 Ottawa 1,057,000.00 IO
Original Term Remaining Term
Mortgage Mortgage to Maturity to Maturity Maturity Date Original Amort
Loan Number Rate (%) Number of Units Unit of Measure or ARD (Mos.) or ARD (Mos.) or ARD Term (Mos.)
----------- -------- --------------- --------------- ------------- -------------- ------------- --------------
1 5.9136% 1,019,325 Sq. Ft. 60 60 08/11/11 IO
2 5.7953% 1,517,440 Sq. Ft. 120 116 04/11/16 360
2 682,312 Sq. Ft.
2 349,787 Sq. Ft.
2 485,341 Sq. Ft.
3 6.2900% 1,002,950 Sq. Ft. 120 119 07/11/16 360
4 6.3500% 9,003,865 Sq. Ft. 120 119 07/01/16 360
4 850,000 Sq. Ft.
4 448,500 Sq. Ft.
4 670,000 Sq. Ft.
4 560,000 Sq. Ft.
4 462,800 Sq. Ft.
4 234,090 Sq. Ft.
4 401,648 Sq. Ft.
4 272,449 Sq. Ft.
4.09 135,821 Sq. Ft.
4.10 168,971 Sq. Ft.
4.11 93,000 Sq. Ft.
4.12 68,721 Sq. Ft.
4.13 202,021 Sq. Ft.
4.14 192,500 Sq. Ft.
4.15 105,168 Sq. Ft.
4.16 234,683 Sq. Ft.
4.17 108,852 Sq. Ft.
4.18 142,959 Sq. Ft.
4.19 77,360 Sq. Ft.
4.20 113,040 Sq. Ft.
4.21 102,868 Sq. Ft.
4.22 95,391 Sq. Ft.
4.23 157,825 Sq. Ft.
4.24 153,069 Sq. Ft.
4.25 103,868 Sq. Ft.
4.26 107,844 Sq. Ft.
4.27 183,000 Sq. Ft.
4.28 143,500 Sq. Ft.
4.29 123,750 Sq. Ft.
4.30 113,360 Sq. Ft.
4.31 101,000 Sq. Ft.
4.32 95,480 Sq. Ft.
4.33 83,000 Sq. Ft.
4.34 95,231 Sq. Ft.
4.35 83,990 Sq. Ft.
4.36 76,290 Sq. Ft.
4.37 65,430 Sq. Ft.
4.38 81,972 Sq. Ft.
4.39 51,918 Sq. Ft.
4.40 98,197 Sq. Ft.
4.41 62,250 Sq. Ft.
4.42 81,598 Sq. Ft.
4.43 132,100 Sq. Ft.
4.44 106,027 Sq. Ft.
4.45 92,300 Sq. Ft.
4.46 64,024 Sq. Ft.
4.47 77,000 Sq. Ft.
4.48 64,080 Sq. Ft.
4.49 98,402 Sq. Ft.
4.50 63,714 Sq. Ft.
4.51 65,500 Sq. Ft.
4.52 58,920 Sq. Ft.
4.53 87,100 Sq. Ft.
4.54 91,731 Sq. Ft.
4.55 40,252 Sq. Ft.
4.56 50,530 Sq. Ft.
4.57 71,721 Sq. Ft.
4.58 37,050 Sq. Ft.
5.00 6.2940% 5,429 Rooms 120 119 07/01/16 360
5.01 279 Rooms
5.02 200 Rooms
5.03 250 Rooms
5.04 211 Rooms
5.05 174 Rooms
5.06 138 Rooms
5.07 232 Rooms
5 154 Rooms
5 146 Rooms
5 170 Rooms
5 290 Rooms
5 104 Rooms
5 102 Rooms
5 152 Rooms
5 96 Rooms
5 84 Rooms
5 90 Rooms
5 114 Rooms
5 125 Rooms
5 120 Rooms
5 132 Rooms
5 107 Rooms
5 142 Rooms
5 114 Rooms
5 112 Rooms
5 88 Rooms
5 78 Rooms
5 112 Rooms
5 78 Rooms
5 113 Rooms
5 101 Rooms
5 78 Rooms
5 78 Rooms
5 110 Rooms
5 66 Rooms
5 64 Rooms
5 62 Rooms
5 111 Rooms
5 63 Rooms
5 148 Rooms
5 80 Rooms
5 98 Rooms
5 63 Rooms
6 5.7064% 1,169,647 Sq. Ft. 120 119 07/11/16 300
8 5.8500% 443,077 Sq. Ft. 120 119 07/11/16 360
9 6.5000% 629 Units 120 118 06/11/16 IO
13 5.5500% 204,123 Sq. Ft. 60 60 08/11/11 IO
14 7.1000% 208,872 Sq. Ft. 120 119 07/11/16 IO
14 47,267 Sq. Ft.
14 76,229 Sq. Ft.
14 85,376 Sq. Ft.
15 6.0900% 131,018 Sq. Ft. 120 120 08/11/16 IO
16 6.0300% 263,770 Sq. Ft. 120 119 07/11/16 IO
17 6.3000% 393 Units 60 58 06/11/11 IO
18 6.1800% 266,166 Sq. Ft. 120 119 07/11/16 IO
19 6.2400% 286 Units 60 59 07/11/11 IO
20 6.8000% 304 Units 120 120 08/11/16 IO
21 6.2100% 115,086 Sq. Ft. 120 120 08/11/16 IO
22 6.6300% 141,844 Sq. Ft. 60 59 07/11/11 IO
23 6.1200% 400 Units 120 119 07/11/16 360
24 6.3000% 440 Units 60 58 06/11/11 IO
25 6.4000% 201,974 Sq. Ft. 120 119 07/11/16 360
26 6.3000% 260 Units 60 58 06/11/11 IO
28 6.1200% 322 Units 120 119 07/11/16 360
29 6.5900% 304 Units 60 60 08/11/11 IO
30 6.0500% 142,552 Sq. Ft. 120 119 07/11/16 IO
31 6.3400% 677,000 Sq. Ft. 120 120 08/11/16 360
33 5.9300% 149,368 Sq. Ft. 120 119 07/11/16 360
34 6.0100% 256 Units 120 116 04/11/16 360
35 6.4500% 284 Rooms 120 120 08/11/16 300
36 6.2100% 163,012 Sq. Ft. 120 119 07/11/16 IO
37 5.3350% 320 Units 120 119 07/11/16 360
38 6.2600% 216 Units 120 120 08/11/16 IO
42 6.7000% 7,619 Sq. Ft. 120 119 07/11/16 IO
43 6.1500% 76,278 Sq. Ft. 120 119 07/11/16 360
44 6.3200% 292 Units 120 120 08/11/16 IO
45 6.2400% 61,902 Sq. Ft. 120 120 08/11/16 IO
46 6.1200% 300 Units 120 119 07/11/16 360
47 5.3350% 312 Units 120 119 07/11/16 360
48 6.0700% 240,087 Sq. Ft. 120 118 06/11/16 360
49 6.1600% 536 Units 120 119 07/11/16 360
50 6.0700% 298 Units 120 119 07/11/16 360
51 6.0700% 303 Units 120 119 07/11/16 360
52 6.4000% 109,564 Sq. Ft. 120 120 08/11/16 360
53 5.8600% 116,673 Sq. Ft. 120 118 06/11/16 IO
54 6.1200% 240 Units 120 119 07/11/16 360
55 6.2600% 91,580 Sq. Ft. 120 119 07/11/16 360
55 39,930 Sq. Ft.
55 51,650 Sq. Ft.
56 5.9700% 259 Units 120 119 07/11/16 IO
59 6.1600% 111,803 Sq. Ft. 120 119 07/11/16 360
60 5.8700% 256 Units 120 119 07/11/16 360
61 6.3300% 124 Rooms 120 119 07/11/16 360
62 5.3350% 212 Units 120 119 07/11/16 360
65 6.2400% 53,796 Sq. Ft. 120 118 06/11/16 360
66 6.1400% 148,772 Sq. Ft. 120 119 07/11/16 360
67 6.2500% 87,655 Sq. Ft. 120 118 06/11/16 360
67 39,978 Sq. Ft.
67 29,454 Sq. Ft.
67 18,223 Sq. Ft.
68 6.1900% 208 Units 120 119 07/11/16 IO
71 6.2000% 66,070 Sq. Ft. 120 120 08/11/16 IO
72 6.2000% 47,724 Sq. Ft. 120 120 08/11/16 IO
73 6.4000% 133,195 Sq. Ft. 120 119 07/11/16 360
74 6.1900% 48,200 Sq. Ft. 120 119 07/11/16 360
75 5.3350% 297 Units 120 119 07/11/16 360
77 5.3350% 256 Units 120 119 07/11/16 360
78 6.4800% 109 Rooms 120 120 08/11/16 360
79 6.0500% 65,280 Sq. Ft. 120 118 06/11/16 IO
80 5.9100% 188,472 Sq. Ft. 120 117 05/11/16 360
81 6.1600% 183,591 Sq. Ft. 120 118 06/11/16 360
82 6.4000% 134,750 Sq. Ft. 120 119 07/11/16 360
83 6.1900% 58,400 Sq. Ft. 120 119 07/11/16 360
85 6.7600% 23 Rooms 60 60 08/11/11 360
86 6.1900% 248 Units 120 119 07/11/16 360
87 6.4700% 67,521 Sq. Ft. 120 119 07/11/16 360
88 6.4000% 103,732 Sq. Ft. 120 119 07/11/16 360
91 6.3400% 145 Rooms 120 118 06/11/16 300
92 6.0700% 144 Units 120 119 07/11/16 360
96 6.4800% 77 Rooms 120 120 08/11/16 360
97 6.2940% 94 Rooms 120 119 07/01/16 360
99 6.1900% 89,952 Sq. Ft. 120 119 07/11/16 360
100 6.2400% 145,000 Sq. Ft. 120 119 07/11/16 360
101 5.6700% 14,472 Sq. Ft. 120 119 07/11/16 360
102 6.5500% 62,206 Sq. Ft. 120 120 08/11/16 360
104 5.4000% 123,289 Sq. Ft. 120 117 05/11/16 IO
105 5.9300% 41,376 Sq. Ft. 120 119 07/11/16 360
108 6.3900% 46,468 Sq. Ft. 120 118 06/11/16 360
109 6.4600% 19,495 Sq. Ft. 120 119 07/11/16 360
111 6.0700% 128 Units 120 119 07/11/16 360
112 6.3400% 120 Rooms 120 118 06/11/16 300
113 5.7300% 13,533 Sq. Ft. 120 114 02/11/16 360
114 6.2100% 30 Units 120 118 06/11/16 360
115 6.3400% 122 Rooms 120 118 06/11/16 300
118 6.2000% 40,000 Sq. Ft. 120 119 07/11/16 360
120 6.1800% 49,000 Sq. Ft. 120 119 07/11/16 360
122 5.3600% 13,650 Sq. Ft. 120 116 04/11/16 IO
124 6.4800% 72 Rooms 120 120 08/11/16 300
125 6.4700% 25,162 Sq. Ft. 120 119 07/11/16 360
127 6.3600% 14,560 Sq. Ft. 120 119 07/11/16 360
129 6.2400% 46,279 Sq. Ft. 120 120 08/11/16 360
132 5.5100% 14,550 Sq. Ft. 120 114 02/11/16 360
133 5.2800% 14,820 Sq. Ft. 120 117 05/11/16 IO
136 5.6800% 13,813 Sq. Ft. 120 116 04/11/16 IO
137 6.1900% 24 Units 120 120 08/11/16 IO
138 6.7000% 83 Units 120 118 06/11/16 360
140 5.2300% 12,296 Sq. Ft. 120 116 04/11/16 IO
141 5.3400% 10,908 Sq. Ft. 120 117 05/11/16 IO
142 5.9230% 14,490 Sq. Ft. 120 118 06/11/16 360
143 5.2800% 10,908 Sq. Ft. 120 116 04/11/16 IO
145 5.8600% 25,230 Sq. Ft. 60 57 05/11/11 IO
146 6.1900% 15,156 Sq. Ft. 120 119 07/11/16 360
150 5.8500% 20,000 Sq. Ft. 60 56 04/11/11 IO
151 6.4400% 10,180 Sq. Ft. 60 58 06/11/11 IO
152 6.4400% 10,180 Sq. Ft. 60 58 06/11/11 IO
154 5.6700% 10,170 Sq. Ft. 60 55 03/11/11 IO
155 6.0500% 11,325 Sq. Ft. 60 57 05/11/11 IO
156 6.0500% 11,325 Sq. Ft. 60 57 05/11/11 IO
157 5.7700% 12,737 Sq. Ft. 60 57 05/11/11 IO
159 5.8300% 7,000 Sq. Ft. 120 116 04/11/16 IO
161 5.8300% 7,000 Sq. Ft. 120 116 04/11/16 IO
162 5.8300% 7,000 Sq. Ft. 120 116 04/11/16 IO
Mortgage Remaining Amort Master Servicing Anticipated
Loan Number Term (Mos.) Ground Lease Fee Rate ARD Loan Repayment Date
----------- --------------- ------------ ---------------- -------- --------------
1 IO Fee 0.02000% N
2 360 Fee 0.02000% N
2 Fee
2 Fee
2 Fee
3 360 Fee 0.02000% N
4 360 Fee 0.01750% N
4 Fee
4 Fee
4 Fee
4 Fee
4 Fee
4 Fee
4 Fee
4 Fee
4.09 Fee
4.10 Fee
4.11 Fee
4.12 Fee
4.13 Fee
4.14 Fee
4.15 Fee
4.16 Fee
4.17 Fee
4.18 Fee
4.19 Fee
4.20 Fee
4.21 Fee
4.22 Fee
4.23 Fee
4.24 Fee
4.25 Fee
4.26 Fee
4.27 Fee
4.28 Fee
4.29 Fee
4.30 Fee
4.31 Fee
4.32 Fee
4.33 Fee
4.34 Fee
4.35 Fee
4.36 Fee
4.37 Fee
4.38 Fee
4.39 Fee
4.40 Fee
4.41 Fee
4.42 Fee
4.43 Fee
4.44 Fee
4.45 Fee
4.46 Fee
4.47 Fee
4.48 Fee
4.49 Fee
4.50 Fee
4.51 Fee
4.52 Fee
4.53 Fee
4.54 Fee
4.55 Fee
4.56 Fee
4.57 Fee
4.58 Fee
5.00 360 Fee 0.02000% N
5.01 Fee
5.02 Fee
5.03 Fee
5.04 Fee
5.05 Fee
5.06 Fee
5.07 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
5 Fee
6 299 Leasehold 0.02000% N
8 360 Fee 0.02000% N
9 IO Fee 0.02000% N
13 IO Fee 0.02000% N
14 IO Various 0.02000% N
14 Fee
14 Leasehold
14 Leasehold
15 IO Both 0.02000% N
16 IO Fee 0.02000% Y 7/11/2016
17 IO Fee 0.02000% N
18 IO Fee 0.02000% N
19 IO Fee 0.02000% N
20 IO Fee 0.02000% N
21 IO Fee 0.03500% N
22 IO Fee 0.02000% N
23 360 Fee 0.02000% N
24 IO Fee 0.02000% N
25 360 Fee 0.02000% N
26 IO Fee 0.02000% N
28 360 Fee 0.02000% N
29 IO Fee 0.02000% N
30 IO Fee 0.02000% N
31 360 Fee 0.02000% N
33 360 Fee 0.02000% N
34 360 Fee 0.02000% N
35 300 Fee 0.02000% N
36 IO Fee 0.02000% N
37 360 Fee 0.02000% N
38 IO Fee 0.02000% N
42 IO Fee 0.02000% N
43 360 Fee 0.02000% N
44 IO Fee 0.02000% Y 8/11/2016
45 IO Fee 0.05000% N
46 360 Fee 0.02000% N
47 360 Fee 0.02000% N
48 360 Fee 0.02000% N
49 360 Fee 0.05000% N
50 360 Fee 0.02000% N
51 360 Fee 0.02000% N
52 360 Fee 0.02000% N
53 IO Fee 0.02000% Y 6/11/2016
54 360 Fee 0.02000% N
55 359 Fee 0.02000% N
55 Fee
55 Fee
56 IO Fee 0.02000% N
59 359 Fee 0.02000% N
60 360 Leasehold 0.02000% N
61 360 Fee 0.02000% N
62 360 Fee 0.02000% N
65 360 Fee 0.02000% N
66 360 Fee 0.02000% N
67 360 Fee 0.05000% N
67 Fee
67 Fee
67 Fee
68 IO Fee 0.02000% N
71 IO Fee 0.02000% N
72 IO Leasehold 0.02000% Y 8/11/2016
73 360 Fee 0.02000% N
74 360 Fee 0.02000% N
75 360 Fee 0.02000% N
77 360 Fee 0.02000% N
78 360 Fee 0.02000% N
79 IO Fee 0.02000% Y 6/11/2016
80 360 Fee 0.02000% N
81 360 Fee 0.02000% N
82 360 Fee 0.02000% N
83 360 Fee 0.02000% N
85 360 Fee 0.02000% N
86 360 Fee 0.06000% N
87 359 Fee 0.07000% Y 7/11/2016
88 360 Fee 0.02000% N
91 300 Fee 0.02000% N
92 360 Fee 0.02000% N
96 360 Fee 0.02000% N
97 360 Fee 0.02000% N
99 359 Fee 0.02000% N
100 360 Fee 0.02000% Y 7/11/2016
101 360 Fee 0.02000% N
102 360 Fee 0.02000% N
104 IO Fee 0.02000% Y 5/11/2016
105 360 Fee 0.02000% N
108 360 Fee 0.02000% N
109 359 Fee 0.02000% N
111 360 Fee 0.02000% N
112 300 Fee 0.02000% N
113 354 Fee 0.02000% Y 2/11/2016
114 360 Fee 0.02000% N
115 300 Fee 0.02000% N
118 360 Fee 0.02000% N
120 359 Fee 0.02000% N
122 IO Fee 0.02000% Y 4/11/2016
124 300 Fee 0.02000% N
125 360 Fee 0.02000% N
127 359 Fee 0.02000% N
129 360 Both 0.02000% N
132 354 Fee 0.02000% Y 2/11/2016
133 IO Fee 0.02000% Y 5/11/2016
136 IO Fee 0.02000% Y 4/11/2016
137 IO Fee 0.02000% N
138 358 Fee 0.02000% N
140 IO Fee 0.02000% Y 4/11/2016
141 IO Fee 0.02000% Y 5/11/2016
142 358 Leasehold 0.02000% Y 6/11/2016
143 IO Fee 0.02000% Y 4/11/2016
145 IO Fee 0.02000% Y 5/11/2011
146 360 Fee 0.02000% N
150 IO Fee 0.02000% Y 4/11/2011
151 IO Fee 0.02000% Y 6/11/2011
152 IO Fee 0.02000% Y 6/11/2011
154 IO Fee 0.02000% Y 3/11/2011
155 IO Fee 0.02000% Y 5/11/2011
156 IO Fee 0.02000% Y 5/11/2011
157 IO Fee 0.02000% Y 5/11/2011
159 IO Fee 0.02000% Y 4/11/2016
161 IO Fee 0.02000% Y 4/11/2016
162 IO Fee 0.02000% Y 4/11/2016
Mortgage
Loan Number Additional Interest Rate
----------- ----------------------------------------------------------------------------------------
1
2
2
2
2
3
4
4
4
4
4
4
4
4
4
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
4.44
4.45
4.46
4.47
4.48
4.49
4.50
4.51
4.52
4.53
4.54
4.55
4.56
4.57
4.58
5.00
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
6
8
9
13
14
14
14
14
15
16 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
17
18
19
20
21
22
23
24
25
26
28
29
30
31
33
34
35
36
37
38
42
43
44 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
45
46
47
48
49
50
51
52
53 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
54
55
55
55
56
59
60
61
62
65
66
67
67
67
67
68
71
72 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
73
74
75
77
78
79 Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
80
81
82
83
85
86
87 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, increasing 0.25% annually
88
91
92
96
97
99
100 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
101
102
104 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
105
108
109
111
112
113 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, increasing 0.25% annually
114
115
118
120
122 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
124
125
127
129
132 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, increasing 0.25% annually
133 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
136 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
137
138
140 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
141 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
142 Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%, increasing 0.25% annually
143 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
145 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
146
150 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
151 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
152 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
154 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
155 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
156 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
157 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
159 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
161 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
162 Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
Mortgage Environmental Cross Collateralized and Prepayment
Loan Number Loan Originator Insurance Cross Defaulted Loan Flag Provisions Early Defeasance Secured by LC
----------- --------------- ------------- ------------------------------- ---------- ---------------- -------------
1 Wachovia N N N N
2 Wachovia N Y N N
2 N
2 N
2 N
3 Wachovia N Y N Y
4 Wachovia Y Y N N
4 Y
4 Y
4 Y
4 Y
4 Y
4 Y
4 Y
4 Y
4.09 Y
4.10 Y
4.11 Y
4.12 Y
4.13 Y
4.14 Y
4.15 Y
4.16 Y
4.17 Y
4.18 Y
4.19 Y
4.20 Y
4.21 Y
4.22 Y
4.23 Y
4.24 Y
4.25 Y
4.26 Y
4.27 Y
4.28 Y
4.29 Y
4.30 Y
4.31 Y
4.32 Y
4.33 Y
4.34 Y
4.35 Y
4.36 Y
4.37 Y
4.38 Y
4.39 Y
4.40 Y
4.41 Y
4.42 Y
4.43 Y
4.44 Y
4.45 Y
4.46 Y
4.47 Y
4.48 Y
4.49 Y
4.50 Y
4.51 Y
4.52 Y
4.53 Y
4.54 Y
4.55 Y
4.56 Y
4.57 Y
4.58 Y
5.00 Wachovia N Y N N
5.01 N
5.02 N
5.03 N
5.04 N
5.05 N
5.06 N
5.07 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
5 N
6 Wachovia N Y N N
8 Wachovia N Y N N
9 Wachovia N Y N N
13 Wachovia N Y N N
14 Wachovia N Y N N
14 N
14 N
14 N
15 Wachovia N Y N N
16 Wachovia N Y N N
17 Wachovia N N N N
18 Wachovia N Y N Y
19 Wachovia N N N N
20 Wachovia N Y N N
21 Wachovia N Y N Y
22 Wachovia N Y N Y
23 Wachovia N Y N N
24 Wachovia N N N N
25 Wachovia N N N N
26 Wachovia N N N N
28 Wachovia N Y N N
29 Wachovia N N N N
30 Wachovia N Y N N
31 Wachovia N Y N N
33 Wachovia N Y N N
34 Wachovia N Y N N
35 Wachovia N Y N N
36 Wachovia N Y N N
37 Wachovia N Y N N
38 Wachovia N Y N N
42 Wachovia N Y N N
43 Wachovia N Y N N
44 Wachovia N N N N
45 Wachovia N Y N N
46 Wachovia N Y N N
47 Wachovia N Y N N
48 Wachovia N Y N N
49 Wachovia N Y N N
50 Wachovia N Michigan Multifamily Portfolio N N N
51 Wachovia N Michigan Multifamily Portfolio N N N
52 Wachovia N Y N N
53 Wachovia N N N N
54 Wachovia N Y N N
55 Wachovia N Y N N
55 N
55 N
56 Wachovia N N N N
59 Wachovia N Y N N
60 Wachovia N Y N N
61 Wachovia N N N N
62 Wachovia N Y N N
65 Wachovia N Y N N
66 Wachovia N Y N N
67 Wachovia N Y N Y
67 N
67 N
67 N
68 Wachovia N N N N
71 Wachovia N Y N N
72 Wachovia N N N N
73 Wachovia N N N N
74 Wachovia N Y N N
75 Wachovia N Y N N
77 Wachovia N Y N N
78 Wachovia N Arizona Hotel Portfolio Y N N
79 Wachovia N N N N
80 Wachovia N Y N N
81 Wachovia N Y N N
82 Wachovia N N N N
83 Wachovia N Y N Y
85 Wachovia N N N N
86 Wachovia N Y N N
87 Wachovia N Y N N
88 Wachovia N N N N
91 Wachovia N Y N N
92 Wachovia N Michigan Multifamily Portfolio Y N N
96 Wachovia N Arizona Hotel Portfolio Y N N
97 Wachovia N Y N N
99 Wachovia N Y N N
100 Wachovia N Y N Y
101 Wachovia N Y N N
102 Wachovia N Y N N
104 Wachovia N Y N N
105 Wachovia N Y N N
108 Wachovia N Y N Y
109 Wachovia N Y N N
111 Wachovia N Michigan Multifamily Portfolio Y N N
112 Wachovia N Y N N
113 Wachovia N Walgreens Portfolio Y N N
114 Wachovia N Y N N
115 Wachovia N Y N N
118 Wachovia N Y N Y
120 Wachovia N N N N
122 Wachovia N Y N N
124 Wachovia N Arizona Hotel Portfolio Y N N
125 Wachovia N Y N N
127 Wachovia N Y N N
129 Wachovia N N N N
132 Wachovia N Y N N
133 Wachovia N Y N N
136 Wachovia N Y N N
137 Wachovia N Y N N
138 Wachovia N Y N N
140 Wachovia N Y N N
141 Wachovia N Y N N
142 Wachovia N Walgreens Portfolio Y N N
143 Wachovia N Y N N
145 Wachovia N N N N
146 Wachovia N Y N N
150 Wachovia N Y N N
151 Wachovia N Y N N
152 Wachovia N Y N N
154 Wachovia N Y N N
155 Wachovia N Y N N
156 Wachovia N Y N N
157 Wachovia N Y N N
159 Wachovia N Y N N
161 Wachovia N Y N N
162 Wachovia N Y N N
Initial Deposit to
Mortgage Interest Annual Deposit to Capital Improvements Initial Ongoing TI/LC
Loan Number Accrual Method Lockbox Replacement Reserves Reserve TI/LC Escrow Footnote
----------- -------------- --------- -------------------- -------------------- ------------- -------------
1 Actual/360 Day 1 7,000,000
2 Actual/360 Day 1 242,040 1,303,125 (2)
2
2
2
3 Actual/360 Day 1 160,472 12,748,562
4 Actual/360 Day 1 404,310
4
4
4
4
4
4
4
4
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
4.41
4.42
4.43
4.44
4.45
4.46
4.47
4.48
4.49
4.50
4.51
4.52
4.53
4.54
4.55
4.56
4.57
4.58
5.00 Actual/360 Day 1
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
6 Actual/360 Day 1 233,929 15,410 (2)
8 Actual/360 Springing 88,615 27,750 (2)
9 Actual/360 Springing 125,796
13 Actual/360 Springing
14 Actual/360 1,500,000
14
14
14
15 Actual/360 Day 1
16 Actual/360 Day 1 (2)
17 Actual/360 83,316
18 Actual/360 34,602
19 Actual/360 44,902
20 Actual/360 55,936
21 Actual/360
22 Actual/360 7,092 (2)
23 Actual/360 Springing 70,000
24 Actual/360 99,440
25 Actual/360 Day 1 30,296 184,250 252,468 (2)
26 Actual/360 54,340
28 Actual/360 Springing 56,350
29 Actual/360 60,800
30 Actual/360 36,625
31 Actual/360 Day 1 67,300 (2)
33 Actual/360
34 Actual/360 79,616 1,000,000
35 Actual/360 524,832 37,500
36 Actual/360 39,123 175,760
37 Actual/360 Springing
38 Actual/360 17,928
42 Actual/360 Day 1
43 Actual/360 Springing 11,442 (2)
44 Actual/360 Day 1 92,400
45 Actual/360
46 Actual/360 Springing 74,700 84,375
47 Actual/360 Springing 252,500
48 Actual/360 Springing 19,296 75,000
49 Actual/360 134,000
50 Actual/360 Day 1 86,718 850,960
51 Actual/360 Day 1 103,626 250,901
52 Actual/360 Day 1 21,913 50,000 (2)
53 Actual/360 Day 1 12,156
54 Actual/360 Springing 54,960
55 Actual/360 9,158 17,500
55
55
56 Actual/360 Springing 64,750 55,969
59 Actual/360 14,461 (2)
60 Actual/360 Springing 64,000
61 Actual/360 Springing
62 Actual/360 Springing 149,400
65 Actual/360 5,380 (2)
66 Actual/360 Springing 29,754 500,000
67 Actual/360 14,629
67
67
67
68 Actual/360 Springing 52,000
71 Actual/360 Day 1 6,607
72 Actual/360 Springing 3,941
73 Actual/360 Day 1 18,647 141,250 166,494 (2)
74 Actual/360 (2)
75 Actual/360 Springing
77 Actual/360 Springing
78 Actual/360 99,816
79 Actual/360 Day 1
80 Actual/360 35,226 497,969 125,000
81 Actual/360 10,858 51,688
82 Actual/360 Day 1 14,823 71,275 168,438 (2)
83 Actual/360
85 Actual/360 74,147
86 Actual/360 62,000 81,937
87 Actual/360 Springing 7,427
88 Actual/360 Day 1 9,336 12,938 600,000 (2)
91 Actual/360 211,620 31,250
92 Actual/360 Day 1 46,080 503,190
96 Actual/360 57,981
97 Actual/360 Day 1
99 Actual/360 13,493 29,425
100 Actual/360 Springing
101 Actual/360
102 Actual/360 6,221 (2)
104 Actual/360 Springing
105 Actual/360 4,338
108 Actual/360 4,647 100,000 (2)
109 Actual/360
111 Actual/360 Day 1 34,560 186,285
112 Actual/360 103,128 31,250
113 Actual/360 Springing
114 Actual/360 7,500
115 Actual/360 102,900
118 Actual/360 7,200 23,243
120 Actual/360 9,310
122 Actual/360 Springing
124 Actual/360 59,184
125 Actual/360 3,019 2,013 (2)
127 Actual/360
129 Actual/360 8,793 20,000 (2)
132 Actual/360 Springing
133 Actual/360 Springing
136 Actual/360 Springing
137 Actual/360 12,000
138 Actual/360 Day 1 20,086
140 Actual/360 Springing
141 Actual/360 Springing
142 Actual/360 Springing
143 Actual/360 Springing
145 Actual/360 Springing
146 Actual/360 1,516 (2)
150 Actual/360 Springing
151 Actual/360 Springing
152 Actual/360 Springing
154 Actual/360 Springing
155 Actual/360 Springing
156 Actual/360 Springing
157 Actual/360 Springing
159 Actual/360 Springing
161 Actual/360 Springing
162 Actual/360 Springing
(1) Four (4) Mortgage Loans (the Prime Outlets Pool II Loan, the BlueLinx
Holdings Pool Loan, the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan)
are part of split loan structures and the related pari passu companion loans are
not included in the trust fund with respect to each Mortgage Loan, unless
otherwise specified.
(2) In addition to any such escrows funded at loan closing for potential TI/LC,
these Mortgage Loans require funds to be escrowed during some or all of the loan
terms for TI/LC expenses, which may be incurred during the loan term. In certain
instances, escrowed funds may be released to the borrower upon satisfaction of
certain leasing conditions.
(3) Commencing August 11, 2009, Annual Deposit to Replacement Reserves is
$44,902.
(4) Through the 24th payment date, the Annual Deposit to Replacement Reserves
will be $90,000 if the reserve balance falls below $100,000. Commencing on the
25th payment date through the 36th payment date, Annual Deposit to Replacement
Reserves is $70,000 and $90,000 thereafter.
(5) Through the 24th payment date, the Annual Deposit to Replacement Reserves
will be $72,450 if the reserve balance falls below $100,000. Commencing on the
25th payment date through the 36th payment date, Annual Deposit to Replacement
Reserves is $56,350 and $72,450 thereafter.
(6) Annual Deposit to Replacement Reserves is $19,296 for the first 48 payments.
(7) Annual Deposit to Replacement Reserves is $99,816 through August 2007 and
3.0% of yearly gross revenue thereafter.
(8) Annual Deposit to Replacement Reserves is $74,147 through August 2007 and
3.0% of yearly gross revenue thereafter.
(9) Annual Deposit to Replacement Reserves is $57,981 through August 2007 and
3.0% of yearly gross revenue thereafter.
(10) Annual Deposit to Replacement Reserves is $59,184 through August 2007 and
3.0% of yearly gross revenue thereafter.
See "DESCRIPTION OF THE MORTGAGED POOL - Additional Mortgage Loan Information"
in the prospectus supplement.
EXHIBIT B
Free Writing Prospectuses
1. Free Writing Prospectus, dated July 29, 2006
2. Free Writing Prospectus, dated July 29, 2006
3. Free Writing Prospectus, dated August 4, 2006
[GRAPHIC OMITTED - Cover page of Term Sheet dated July 29, 2006]
[GRAPHIC OMITTED - Cover page of Free Writing Prospectus dated July 29, 2006]
[GRAPHIC OMITTED - Cover page of revised Free Writing Prospectus dated August
4, 2006]
