LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of August 24, 2007 (the
"Agreement"), between Xxxxxx Brothers Holdings Inc. (together with its
successors and permitted assigns hereunder, the "Seller") and Structured Asset
Securities Corporation II (together with its successors and permitted assigns
hereunder, the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be directly or
indirectly evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the LB-UBS
Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6. One or more "real estate mortgage investment
conduit" ("REMIC") elections will be made with respect to the Trust Fund. The
Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be
dated as of August 13, 2007 (the "Pooling and Servicing Agreement"), between the
Purchaser, as depositor, Wachovia Bank, National Association, as master servicer
(the "Master Servicer"), Midland Loan Services, Inc.., as special servicer (the
"Special Servicer"), and LaSalle Bank National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement, as in effect on the
Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with Xxxxxx Brothers
Inc. ("Xxxxxx"), UBS Securities LLC ("UBS-SEC") and Banc of America Securities
LLC ("BOA" and, together with Xxxxxx and UBS-SEC in such capacity, the
"Underwriters"), whereby the Purchaser will sell to the Underwriters all of the
Certificates that are to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as
of the date hereof, with Xxxxxx and UBS-SEC (together in such capacity, the
"Placement Agents"), whereby the Purchaser will sell to the Placement Agents all
of the remaining Certificates (other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Placement Agents have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.
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 schedule (the
"Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $1,910,386,178.06 (the "Initial LBHI Pool
Balance") as of the close of business on the Cut-off Date, after giving effect
to any and all payments of principal due thereon on or
before such date, whether or not received. The purchase and sale of the Mortgage
Loans shall take place on August 30, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The
consideration for the Mortgage Loans shall consist of a cash amount equal to a
percentage (mutually agreed upon by the parties hereto) of the Initial LBHI Pool
Balance, plus interest accrued on each Mortgage Loan at the related Mortgage
Rate (net of the related Administrative Cost Rate), for the period from and
including August 11, 2007 up to but not including the Closing Date, which cash
amount shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 6 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.
(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 for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (at the expense of the Trustee),
within 10 Business Days of such request; and (ii) the Master Servicer (or, at
the direction of the Master Servicer, to the appropriate Sub-Servicer), or, in
the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside
Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or
under the control of the Seller that relate to the Mortgage Loans. In addition,
the Seller shall, in the case of each Mortgage Loan that is an Outside Serviced
Trust Mortgage Loan, deliver to and deposit with the Master Servicer, within 45
days of the Closing Date, a copy of the mortgage file that was delivered to the
related Outside Trustee under the related Non-Trust Mortgage Loan Securitization
Agreement or to a custodian under a custodial agreement that relates solely to
such Outside Serviced Trust Mortgage Loan, as applicable.
(d) The Seller shall, through an Independent third party (the
"Recording Agent") retained by it, as and in the manner provided in the Pooling
and Servicing Agreement (and in any event within 45 days following the later of
the Closing Date and the date on which all necessary recording information is
available to the Recording Agent), cause (i) each assignment of Mortgage and
each assignment of Assignment of Leases, in favor of, and delivered as part of
the related Mortgage File to, the Trustee, to be submitted for recordation in
the appropriate public office for real property records, and (ii) such
assignments to be delivered to the Trustee following their return by the
applicable public
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recording office, with copies of any such returned assignments to be delivered
by the Trustee to the Master Servicer, at the expense of the Seller, at least
every 90 days after the Closing Date (or at additional times upon the request of
the Master Servicer if reasonably necessary for the ongoing administration
and/or servicing of the related Mortgage Loan by the Master Servicer); provided
that, in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, a certified copy
of the recorded original shall be forwarded to the Trustee. If any such document
or instrument is lost or returned unrecorded because of a defect therein, then
the Seller shall prepare a substitute therefor or cure such defect or cause such
to be done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording and delivery contemplated in the preceding paragraph, including,
without limitation, any out-of-pocket costs and expenses that may be incurred by
the Trustee in connection with any such recording or delivery performed by the
Trustee at the Seller's or the Purchaser's request and the fees of the Recording
Agent.
Pursuant to the Pooling and Servicing Agreement and a letter agreement
dated August 30, 2007 (the "Filing Letter Agreement") between Five Mile Capital
Partners LLC (the "Payee"), the Depositor, the UBS Mortgage Loan Seller and the
Trustee, the Trustee, through a third party (the "Filing Agent") retained by it,
as and in the manner provided in the Pooling and Servicing Agreement and at the
expense of the Payee (and in any event within 45 days following the later of the
Closing Date and the date on which all necessary filing information is available
to the Filing Agent), is required to cause (i) each assignment of Uniform
Commercial Code financing statements prepared by the Seller, in favor of, and
delivered as part of the related Mortgage File to, the Trustee, to be submitted
for filing in the appropriate public office, and (ii) such assignments to be
delivered to the Trustee following their return by the applicable public filing
office, with copies of any such returned assignments to be delivered by the
Trustee to the Master Servicer, at the expense of the Seller, at least every 90
days after the Closing Date (or at additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Mortgage Loan by the Master Servicer). The Seller
hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with
respect to the filing of the assignments of Uniform Commercial Code financing
statements as described in this paragraph and to forward to the Trustee filing
confirmation, if any, received in connection with such Uniform Commercial Code
financing statements filed in accordance with this paragraph. Notwithstanding
the foregoing, to the extent the Trustee provides the Payee, pursuant to the
Filing Letter Agreement, with an invoice for the expenses (i) reasonably to be
incurred in connection with the filings referred to in this paragraph and (ii)
required to be paid by the Payee pursuant to the Filing Letter Agreement, and
such expenses are not paid by the Payee in advance of such filings, the Trustee,
pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement
and at the expense of the Seller, shall only be required to cause the Filing
Agent to file the assignments of such Uniform Commercial Code financing
statements with respect to Mortgage Loans secured by hotel or hospitality
properties.
(e) With respect to any Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan), the Seller shall deliver to and deposit with the Master
Servicer, within 45 days of the Closing Date, the Mortgage Loan Origination
Documents (other than any document that constitutes part of the Mortgage File
for such Mortgage Loan); provided that the Seller shall not be required to
deliver
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any draft documents, privileged or other communications or correspondence,
credit underwriting or due diligence analyses or information, credit committee
briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) In connection with the obligations of the Master Servicer under
the Pooling and Servicing Agreement, with regard to each Mortgage Loan (other
than an Outside Serviced Trust Mortgage Loan) that is secured by the interests
of the related Mortgagor in a hospitality property (identified on Schedule VI to
the Pooling and Servicing Agreement) and each Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan) that has a related guaranty of payment or
letter of credit, the Seller shall deliver to and deposit with the Master
Servicer, on or before the Closing Date, any related franchise agreement,
franchise comfort letter and the original of such guaranty of payment or letter
of credit. Further, in the event, with respect to a Mortgage Loan (other than an
Outside Serviced Trust Mortgage Loan) with a related letter of credit, the
Master Servicer determines that a draw under such letter of credit has become
necessary under the terms thereof prior to the assignment of such letter of
credit having been effected in accordance with Section 3.01(e) of the Pooling
and Servicing Agreement, the Seller shall, upon the written direction of the
Master Servicer, use its best efforts to make such draw or to cause such draw to
be made on behalf of the Trustee.
(h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) and provide the
Seller and the Controlling Class Representative and the Special Servicer with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the
date of the Master Servicer Certification of such documents actually received;
provided that such review shall be limited to identifying the document received,
the Serviced Trust Mortgage Loan to which it purports to relate, that it appears
regular on its face and that it appears to have been executed (where
appropriate). Notwithstanding anything to the contrary set forth herein, to the
extent the Seller has not been notified in writing of its failure to deliver any
document with respect to a Mortgage Loan required to be delivered pursuant to or
as contemplated by Section 2(e) hereof prior to the date occurring 18 months
following the date of the Master Servicer Certification, the Seller shall have
no obligation to provide such document.
(i) In addition, on the Closing Date, the Seller shall deliver to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposits,
if any, relating to the Mortgage Loans.
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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 corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware 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 (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(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 organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which the Seller is subject, or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material 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 organizational document 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 and delivery of this Agreement by the Seller or the
performance by the Seller of its obligations under this Agreement.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d) hereof, no consent, approval, authorization or
order of, registration or filing with, or notice to, 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; and no bulk sale law applies to such transactions.
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(vii) No litigation is pending or, to the best of 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 provided herein, as a sale of the
Mortgage Loans to the Purchaser in exchange for the consideration specified
in Section 1 hereof. In connection with the foregoing, the Seller shall
cause all of its records to reflect such transfer as a sale (as opposed to
a secured loan). 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. After giving
effect to its transfer of the Mortgage Loans to the Purchaser, as provided
herein, the value of the Seller's assets, either taken at their present
fair saleable value or at fair valuation, will exceed the amount of the
Seller's debts and obligations, including contingent and unliquidated debts
and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially all
of the assets of the Seller. The Seller does not intend to, and does not
believe that it will, incur debts or obligations beyond its ability to pay
such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties made by
the initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing
Agreement, except that all references therein to the "Depositor" shall be deemed
to be references to the Seller and all references therein to the Mortgage Pool
shall be deemed to be references to all the Securitized Loans.
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:
(i) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. 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.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery hereof by the Seller, constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting
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the enforcement of creditors' rights in general, and (B) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of
this Agreement will not (A) violate the Purchaser's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Purchaser is subject or (C) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Purchaser is a party or by which
the Purchaser is bound.
(iv) 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 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.
(v) 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 provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller receives written notice or obtains actual knowledge
with respect to any Mortgage Loan (i) that any document constituting a part of
the related Mortgage File pursuant to clauses (a)(i) through (a)(xiii) (or, in
the case of an Outside Serviced Trust Mortgage Loan, clause (b)(i)) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement or a
document, if any, specifically set forth on Schedule IX to the Pooling and
Servicing Agreement, has not been executed (if applicable) or is missing (a
"Document Defect") or (ii) of a breach of any of the Seller's representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to such Mortgage Loan, and such Document Defect or Breach, as
of the date specified in the fourth paragraph of Section 2.03(a) to the Pooling
and Servicing Agreement, materially and adversely affects the value of the
Mortgage Loan, then such Document Defect shall constitute a "Material Document
Defect" or such Breach shall constitute a "Material Breach", as the case may be.
In the event that the Seller obtains actual knowledge of a Material Document
Defect or Material Breach, then the Seller shall deliver written notification to
the Purchaser with respect thereto. Then, following receipt of a
Seller/Depositor Notification with respect to such Material Document Defect or
Material Breach, as the case may be, the Seller shall cure, repurchase or cover
the loss of value with respect to the subject Mortgage Loan, as the case may be,
if and to the extent the Depositor is required to do so, in the manner, under
the circumstances, subject to the conditions, within the time periods and upon
all of the other terms set forth in Section 2.03 of the Pooling and Servicing
Agreement.
(b) In the event the Seller is obligated to repurchase any Mortgage
Loan pursuant to this Section 5, such obligation shall extend to any successor
REO Mortgage Loan with respect thereto as to which (A) the subject Material
Breach existed as to the subject predecessor Mortgage Loan prior to the date the
related Mortgaged Property became an REO Property or within 90 days thereafter,
and (B)
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as to which the Seller had received, no later than 90 days following the date on
which the related Mortgaged Property became an REO Property, a Seller/Depositor
Notification from the Trustee regarding the occurrence of the applicable
Material Breach and directing the Seller to repurchase the subject Mortgage
Loan.
(c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Seller or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to any Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is acting) has consented (which
consent shall not be unreasonably withheld and shall be deemed to have been
given if no written objection is received by the Seller (or by the Depositor)
within 10 Business Days of the Controlling Class Representative's receipt of a
written request for such consent); and provided, further, that the Seller may,
at its option, purchase the entire Cross-Collateralized Group in lieu of
terminating the cross-collateralization. All costs and expenses incurred by the
Purchaser or its designee pursuant to this paragraph shall be included in the
calculation of Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether the subject Breach or Document Defect, as the case may be,
materially and adversely affects the value of such Cross-Collateralized Group,
and (ii) the application of remedies, such Cross-Collateralized Group shall be
treated as a single Mortgage Loan.
(d) It shall be a condition to any repurchase of a Mortgage Loan by
the Seller pursuant to this Section 5 that the Purchaser shall have executed and
delivered such instruments of transfer or assignment then presented to it by the
Seller (or as otherwise required to be prepared, executed and delivered under
the Pooling and Servicing Agreement), in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Mortgage Loan (including any property acquired in respect thereof or proceeds of
any insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder. If any Mortgage Loan is to
be repurchased as contemplated by this Section 5, the Seller shall amend the
Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall
forward such amended schedule to the Purchaser.
(e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Breach or
Document Defect. It is understood and agreed that the
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obligations of the Seller set forth in this Section 5 constitute the sole
remedies available to the Purchaser with respect to any Breach or Document
Defect.
(f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller made by
virtue of the Depositor's representation set forth in, or made pursuant to
paragraph (xlviii) of Schedule II to the Pooling and Servicing Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).
(g) In addition, subject to Section 5(f) and the last three sentences
of this paragraph, if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in and made pursuant to paragraph (xvii) of Schedule II to
the Pooling and Servicing Agreement) or a Material Document Defect with respect
to a Mortgage Loan is not capable of being cured in accordance with Section
2.03(a) of the Pooling and Servicing Agreement, then in lieu of repurchasing the
subject Mortgage Loan, the Seller shall pay a cash amount equal to the Loss of
Value Payment, and any costs incurred in connection with such Material Breach or
Material Document Defect, as the case may be, in each case required to be paid
by the Depositor (or, payable by the Depositor due to the Depositor's exercise
of its option) under Section 2.03(e) of the Pooling and Servicing Agreement, but
only if and to the extent the Depositor is required or elects to do so, in the
manner, under the circumstances, subject to the conditions, within the time
periods and upon all of the other terms set forth in Section 2.03 of the Pooling
and Servicing Agreement. Provided that such payment is made, this paragraph
describes the sole remedy available to the Purchaser regarding any such Material
Breach or Material Document Defect and the Seller shall not be obligated to
otherwise cure such Material Breach or Material Document Defect or repurchase
the affected Mortgage Loan based on such Material Breach or Material Document
Defect under any circumstances. Notwithstanding the foregoing provisions of this
Section 5(g), if 95% or more of the loss of value to a Mortgage Loan was caused
by a Material Breach or Material Document Defect, which Material Breach or
Material Document Defect is not capable of being cured, this Section 5(g) shall
not apply and the Seller shall be obligated to repurchase the affected Mortgage
Loan at the applicable Purchase Price in accordance with Section 5(a).
Furthermore, the Seller shall not have the option of delivering Loss of Value
Payments in connection with any Material Breach relating to a Mortgage Loan's
failure to be a Qualified Mortgage. In the event there is a Loss of Value
Payment made by the Seller in accordance with this Section 5(g),
-9-
the amount of such Loss of Value Payment shall be deposited into the Loss of
Value Reserve Fund to be applied in accordance with Section 3.05(e) of the
Pooling and Servicing Agreement.
(h) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Seller set forth in and
made pursuant to paragraph (xvii) of Schedule II to the Pooling and Servicing
Agreement, and the subject Mortgage Loan becomes a Qualified Mortgage prior to
the expiration of the Initial Resolution Period applicable to a Material
Document Defect or Material Breach that affects whether a Mortgage Loan is a
Qualified Mortgage, and without otherwise causing an Adverse REMIC Event or an
Adverse Grantor Trust Event, then such breach will be cured and the Seller will
not be obligated to repurchase or otherwise remedy such Breach.
(i) The parties hereto agree that any controversy or claim arising
under Section 5(a), Section 5(b) and/or Section 5(g) of this Agreement shall be
resolved in accordance with the Mediation/Arbitration procedures set forth in
Section 2.03(i) of the Pooling and Servicing Agreement. The parties to this
Agreement hereby agree to waive any right to trial by jury fully to the extent
that any such right shall now or hereafter exist with regard to the rights and
remedies contained in this Section 5, subject to the conditions set forth in
Section 2.03(i) of the Pooling and Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Xxxx LLP, 2 World
Financial Center, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on
the Closing Date.
The Closing shall be subject to each of the following conditions:
(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) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with 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;
(f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement; and
-10-
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties hereto 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 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the initial Purchaser,
the Underwriters and the Placement Agents may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement and in the
Indemnification 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;
(e) An Officer's Certificate from an officer of the Seller, in his or
her individual capacity, dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that each individual who, as an officer or representative of the Seller, signed
this Agreement, the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein or in the Indemnification Agreement, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(f) As certified by an officer of the Seller, true and correct copies
of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware not earlier than 10 days prior to the Closing
Date;
(g) A favorable opinion of Xxxxxxx Xxxxxxxx & Wood LLP, special
counsel to the Seller, in form and substance reasonably acceptable to, and
covering matters reasonably requested by, the initial Purchaser, dated the
Closing Date and addressed to the initial Purchaser, the Underwriters, the
Placement Agents, the Rating Agencies and, upon request, the other parties to
the Pooling and Servicing Agreement, together with such other opinions of
Xxxxxxx Xxxxxxxx & Xxxx LLP as may be required by the Rating Agencies in
connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, in form and
substance reasonably acceptable to, and covering matters reasonably requested
by, the initial Purchaser, dated the
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Closing Date and addressed to the initial Purchaser, the Underwriters, the
Placement Agents, the Rating Agencies and, upon request, the other parties to
the Pooling and Servicing Agreement;
(i) In the event any of the Certificates are mortgage related
securities within the meaning of the Secondary Mortgage Market Enhancement Act
of 1984, as amended, a Certificate of the Seller regarding origination of the
Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended; and
(j) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 8. Costs. The Seller shall pay its Allocable Share of all
reasonable out-of-pocket costs and expenses incurred by the Seller, the initial
Purchaser, the Underwriters, the Placement Agents and the sellers of the Other
Loans to the Purchaser in connection with the securitization of the Securitized
Loans and the other transactions contemplated by this Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement. "Allocable Share"
shall mean a fraction (expressed as a percentage), the numerator of which is the
aggregate outstanding principal balance of the Mortgage Loans as of the date of
determination, and the denominator of which is the aggregate outstanding
principal balance of all of the Securitized Loans on such date of determination.
SECTION 9. Grant of a Security Interest. The parties hereto agree that
it is their express intent 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
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) 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; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, 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 applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons 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
-12-
the Pooling and Servicing Agreement; and, in connection with the foregoing, the
Seller authorizes the Purchaser to file any and all appropriate Uniform
Commercial Code financing statements.
SECTION 10. 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 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the initial Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND SUBJECT
TO SECTION 5(i) HEREOF, THE SELLER AND THE PURCHASER EACH HEREBY IRREVOCABLY (I)
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN
NEW YORK CITY, TO THE EXCLUSION OF ALL OTHER COURTS, WITH RESPECT TO MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OTHER THAN MATTERS TO BE SETTLED BY
MEDIATION OR ARBITRATION IN ACCORDANCE WITH SECTION 5(i) HEREOF; (II) AGREES
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, TO THE EXCLUSION OF ALL
OTHER COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM IN CONNECTION WITH SUCH ACTION OR
-13-
PROCEEDING COMMENCED IN SUCH NEW YORK STATE OR FEDERAL COURTS; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW; PROVIDED, THAT IN THE EVENT SECTION 5(i) HEREOF IS
INAPPLICABLE AND BOTH A NEW YORK STATE AND A FEDERAL COURT SITTING IN NEW YORK
IN WHICH AN ACTION OR PROCEEDING HAS BEEN DULY AND PROPERLY COMMENCED BY ANY
PARTY TO THIS AGREEMENT REGARDING A MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT HAS REFUSED TO ACCEPT JURISDICTION OVER OR OTHERWISE HAS NOT ACCEPTED
SUCH ACTION OR PROCEEDING WITHIN, IN THE CASE OF EACH SUCH COURT, 60 DAYS OF THE
COMMENCEMENT OR FILING THEREOF, THEN THE WORDS "TO THE EXCLUSION OF ALL OTHER
COURTS" IN CLAUSE (I) AND CLAUSE (II) OF THIS SENTENCE SHALL NOT APPLY WITH
REGARD TO SUCH ACTION OR PROCEEDING AND THE REFERENCE TO "SHALL" IN CLAUSE (II)
OF THIS SECTION SHALL BE DEEMED TO BE "MAY".
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
such party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation 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, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
-14-
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
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
PURCHASER
STRUCTURED ASSET SECURITIES CORPORATION II
By: /s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
Address for Notices:
Structured Asset Securities Corporation II
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(SEE ATTACHED)
MORTGAGE LOAN NUMBER PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 Innkeepers Portfolio Various
2 PECO PORTFOLIO VARIOUS
2A PECO Portfolio - Xxxxxxxxx Plaza 0000 Xxxxxxxxx Xxxx
2B PECO Portfolio - Xxxxxxxx Xxxxxx Mall 4058 Route 42 North
2C PECO Portfolio - Tops Plaza - Xxxxxxxx Xxxxxxx 0000 Xxxxx 000
0X PECO Portfolio - Tops Plaza - Xxxxx 0000 Xxxxxxxx
2E PECO Portfolio - Tops Plaza - Erie 0000 X. 00xx Xxxxxx
2F PECO Portfolio - Shoppes at Citiside 4430 Xxx Xxxxx
0X XXXX Xxxxxxxxx - Xxxxxxx Xxxxx 6825 Burlington Pike
2H PECO Portfolio - Eastwood Shopping Center 246 Versailles Road
2I PECO Portfolio - University Plaza - Amherst 0000 Xxxx Xxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxxxxx
2K PECO Portfolio - Lake Olympia Square 1489 East Silver Star Road
2L PECO Portfolio - Cedar Springs Crossing 2199 Xxxxxxxxx Xxxx
0X XXXX Xxxxxxxxx - Xxxxxx Xxxxx 429 Highway 00 Xxxx
0X XXXX Xxxxxxxxx - X&X Xxxxx 0000 - 0000 Xxxxxxx Xxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxx Promenade 0000-0000 Xxxx Xxxxxxxx Xxxxxx
0X PECO Portfolio - Xxxxx Springs Plaza 305 Xxxxx Springs Plaza Road
2Q PECO Portfolio - Redbud Commons 2609 S. New Hope Road
2R PECO Portfolio - Bi-Lo Center - Asheville 000 Xxxxxx Xxxx Xxxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxxx Xxxxxxx 0000 Xxxxxxx 000 Xxxxx
0X XXXX Xxxxxxxxx - Xxx Xxxxx 000 Xxx Xxxxx Xxxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxxxxx Marketplace 13180 Xxxx Xxxxxxxx Xxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxxxx Xxxxx 0000 X Xxxxxxxxxx Xxxxxxxxx
0X PECO Portfolio - Crestview Corners 0000 X. Xxxxxx Xxxxxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxx Plaza 207 - 000 Xxxxx Xxxxxx Xxxxxx
0X XXXX Xxxxxxxxx - Xxxxxxxx Plaza 615 - 000 Xxxxx Xxxx 000
0X XXXX Xxxxxxxxx - Xxxxxxxxx Plaza 708-744 Xxxxx Avenue
2AA PECO Portfolio - Xxxxxxxxxx Plaza 000 Xx. Xxxxxxx Xxxx
0XX XXXX Xxxxxxxxx - Xxxxx Xxxxx Bi-Lo Center 0000 Xxxx Xxxxxx XX
2AC PECO Portfolio - Tellico Plaza 000 Xxxxxxx 000 Xxxxx
0XX PECO Portfolio - Pulaski Plaza 1200 East Main Street
2AE PECO Portfolio - Concord Crossing 585 Xxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxx
0XX XXXX Xxxxxxxxx - Xxxxxxxx Xxxxx 0000 Xxxxxxx Xxxx
0XX XXXX Xxxxxxxxx - Xxxxxxx Square 000 Xxxxxxx Xxxxxxx
0XX XXXX Xxxxxxxxx - Xxxxxxxxxx Village 000 Xxxx Xxxxxxx 00/00
0XX XXXX Xxxxxxxxx - Xxxxxxxxx Crossing 000 Xxxxxxxx Xxxxxx
0XX XXXX Xxxxxxxxx - Xxxxxx Xxxx 2702 Pine Hills Road
2AK PECO Portfolio - South Main Street Plaza 2250 S. Main Street
2AL PECO Portfolio - Xxxxxx Xxxx 1407 - 0000 Xxxxx Xxxx Xxxx Xxxx
2AM PECO Portfolio - Palmetto Crossroads 00 Xxx Xxxxxx
5 One Sansome Street One Sansome Street
6 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
7 XxXxxxxxxx Towers 3945-3955 and 0000 Xxxxxxx Xxxxxx
8 Greensboro Park 0000-0000 Xxxxxxxxxx Xxxxx
11 Xxx Xxxx Xxxx Xxxxx 0000 Xxxxxx Xxxx
00 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
00 Xxxxx SLC Portfolio Various
17 Barons Apartments 0000 XX-00 Xxxx
00 Xxxxxxxxxx on Xxxxxxx Bridge 0000 Xxxxxxx Xxxxxx Xxxx
22 Bear Canyon 0000 Xxxx Xxxxxxxx Xxxxxxx
23 Portsmouth Station Shopping Center 10294-10404 Xxxxxxxxxx Xxxx
00 Xxxxxxxx Xxxx 1113 Powers Ferry Place
30 SawGrass Landing 13715-13999 Xxxx Xxxxxxx Xxxxxxxxx
00 Xxxxxx Xxxxxx Xxxx Center 0000 Xxxxx Xxxxxxx Xxxxxxxxx
32 Waxahachie Towne Center 0000-0000 Xxxxx Xxxxxxx 00
00 Xxxxxx Xxxxx 0000 X. Xxxxx Xxxxx
00 Xxxxx Xxxxxx Retail 574 & 000 Xxxxxxx Xxxxxx Xxxxx
35 Hickory Grove 000 Xxxx Xxxx Xxxxxxx
36 Casa Grande Palm Center 000-000 X. Xxxxxx Xxxxxxx
40 Walgreens & Schnucks Anchored Shopping Center 0000-0000 Xxxxx Xxxxxx; 0000-0000 Xxxxx Xx. & 602-608 25th St.
41 Pecan Valley Apartments 3450 Southcross
44 Grand Prairie Home Depot 0000 Xxxx Xxxxxxx
45 Xxxxxx'x Crossing 0000 Xxxxxx'x Xxxxxxxx Xxxx
47 Hampton Inn Memphis Southwind 0000 Xxxxx Xxxxx Xxxx
48 Paradise Vista Apartments 0000 Xxxxx 00xx Xxx
49 Addison Tower 00000 Xxxxxxx Xxxx
52 Belvedere Plaza 0000 X. Xxxx Xxxxxx
53 Homewood Suites Memphis Southwind 0000 Xxxxx Xxxxx Xxxx
54 Extra Space Storage 000 Xxxx Xx.
00 00 Xxxxxxxxxxxx Xxx 00 Xxxxxxxxxxxx Xxxxxx
00 Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxx
00 Xxxxx Xxxxx 0000-0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxxxxxxxx Xxxxxx 3507-3555 Xxxx Xxxxxxxxxxx Xxxx,00000 Xxxxx 00xx Xxxxxx
68 00000 Xxxxx Xxxxxx 00000 Xxxxx Xxxxxx
00 Xxxxxxxx Xxxxx Shopping Center Wrap SEC Los Angeles Avenue and Park Lane
00 Xxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx
71 Xxxxxxx Place Shopping Center 0000 XX Xxxxxxx 00
72 Mercede Park 0000 XX 0 Xxxxxx
74 Holiday Inn Express - Hillcroft 0000 Xxxxxxxxx Xxxxxxx
75 1523 Xxxxxxxxx 0000 Xxxxxxxxx Xxxxxx
76 Xxxxxxx Hills Shopping Center 0000 X. XxxxXxxxxxxx Xxxx
77 Sun Forest Apartments 000 Xxxxxxx Xxxxx
00 Xxxxx Xxxx Xxxxxx 0000-0000 Xxxxx Xxxxxxxx
80 000 Xxxxxxxx Xxxxxxx 000 Xxxxxxxx Xxxxxxx
81 NorthPointe 000 Xxxxxxxx Xxxxxx
84 Sunridge Apartments 000 Xxxx Xxxxxxx Xxxxxxx
85 Franklin Properties Apartments Various
86 Loop 1604 Self Storage 00000 Xxxxxxxxxxx Xxxx & 0000 Xxxxxx Xxxx
87 The Ice Xxxxx Xxxxxx Xxxxxxxx 000 Xxxxxxxxx Xxxxx
91 Dogwood Creek Apartments 0000 Xxxxxxxxxxx Xxxxxx
92 Champion Forest Self Storage 00000 Xxxxxx Xxxx
00 Xxxxx Xxxxxxx Mini Storage 00000 X. Xxxxxxxx Xxxxxxx
97 000 Xxxxx Xxxx Xxxxx 000 Xxxxx Xxxx
00 Xxxxx Xxx Xxxxx 000 Xxxxxxxxxx Xxxx
00 Xxxx Xxxx Self Storage 000 Xxxx Xxxx Xxxx
101 Our Town Shopping Center 000 Xxxxx Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxxxx 0000 Xxx Xxxxxx
000 Xxxxxxx Building 0000 0xx Xxxxxx Xxxxx
107 Blessing Mobile Home Park 0000 Xxxxxx Xxxxxx
108 0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxxxx Xxxxx
109 Cottages at Northern Hills 800 North Xxxxxxxx
110 1738 House Apartments 000 Xxxx Xxxxxx
111 Xxxxxxx Industrial 0000 Xxxxxxx Xxxx
000 Xxxxxx Marketplace 0000 Xxxxxx Xxxxxx Xxxxx
000 Xxxx Xxxxx Xxxxxxxxxx 000, 945, 000 Xxxx 0xx Xxxxxx
115 000 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx
000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxx Xxxxxx
117 Wellington Apartments 0000-0000 00xx Xx. & 0000-0000 00xx Xx.
119 Lock-Ur-Own Self Storage 0000 Xxxx 00xx Xxxxxx
000 0X Xxxxxxxxxxx Office/Warehouse SE Xxxx Xxxxxx Drive
122 The Shoppes at Kettering Pointe 0000-0000 X. Xxxxxxxxxx Xxxx
123 Xxxxxxxx Apartments 0000 Xxxxxxxx Xxxxxx
127 One Westgate 0000 Xxxx Xxxxxxxxxx 00
000 Xxxxxxx Xxxxx 0000 Xxx Xxxxx Xxxx
132 West Oaks Retail Center 0000 Xxxxxxx 0 X.
134 Xxxxxxx Crossing 0000 Xxxxxxxx Xxxxx
000 Xxxxxxx Professional 0000 Xxxxx Xxxxxxx Xxxxxx
137 Louisiana Purchase Center 0000-0000 Xxxxxxxxx Xxxxxx
138 Flyer Shoppes 0000 Xxxxx Xxxxxx
139 000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
141 Shoppes of Moyock 000 Xxxxxxxxx Xxxxxxxxxx Xxxxx
142 Englewood Crossing 000 Xxxxx Xxxx Xxxxxx
143 Pompano Center 0000 X Xxxxxxx Xxxxxxx
XXXXXXXX LOAN NUMBER CITY STATE ZIP CODE CUT-OFF DATE BALANCE MONTHLY P&I PAYMENT MORTGAGE RATE
----------------------------------------------------------------------------------------------------------------------
1 Various Various Various 412,701,271.00 2,666,493.25 6.7125
2 VARIOUS VARIOUS VARIOUS 323,860,000.00 2,036,438.01 6.4500
2A Xxxxxxxxx XX 00000 21,792,000.00 136,025.00 6.3800
2B Xxxxxxxx XX 00000 18,400,000.00 118,853.23 6.7100
2C Xxxxxxxx XX 00000 17,424,000.00 108,760.08 6.3800
2D Xxxxx XX 00000 16,424,000.00 102,518.11 6.3800
2E Xxxx XX 00000 15,225,000.00 95,033.99 6.3800
2F Xxxxxxxxx XX 00000 10,696,000.00 66,764.11 6.3800
2G Xxxxxxxx XX 00000 10,626,000.00 66,327.17 6.3800
2H Xxxxxxxxx XX 00000 9,987,000.00 62,338.55 6.3800
2I Xxxxxxx XX 00000 9,975,000.00 64,432.66 6.7100
2J Xxxxxxxxxx XX 00000 9,890,000.00 62,056.93 6.4300
2K Xxxxx XX 00000 9,837,000.00 61,402.25 6.3800
2L Xxxxxxxxxxx XX 00000 9,437,000.00 58,905.47 6.3800
2M Xxxxxxx XX 00000 9,200,000.00 57,727.38 6.4300
2N Xxxxxxx XX 00000 9,150,000.00 57,413.64 6.4300
2O Xxxxxxxxx XX 00000 9,037,000.00 56,408.68 6.3800
2P Xxxxxxxx XX 00000 8,870,000.00 55,656.72 6.4300
2Q Xxxxxxxx XX 00000 8,700,000.00 56,196.91 6.7100
2R Xxxxxxxxx XX 00000 6,925,000.00 44,731.44 6.7100
2S Xxxxxxxx XX 00000 6,920,000.00 43,421.03 6.4300
2T Xxxxxxxx XX 00000 6,720,000.00 42,166.09 6.4300
2U Xxxxxxx XX 00000 6,688,000.00 41,746.29 6.3800
2V Xxxxxxxxxxx XX 00000 6,418,000.00 40,060.96 6.3800
2W Xxxxxxxxx XX 00000 6,380,000.00 40,032.68 6.4300
2X Xxxxxxx XX 00000 6,280,000.00 39,405.21 6.4300
2Y Xxxxxxx XX 00000 6,260,000.00 39,279.72 6.4300
2Z Xxxxxxxxx XX 00000 6,088,000.00 38,001.11 6.3800
2AA Xxxxxxxx XX 00000 6,080,000.00 38,150.27 6.4300
2AB Xxxxx XX 00000 5,750,000.00 37,141.63 6.7100
2AC Xxxxxx Xxxx XX 00000 5,500,000.00 34,510.93 6.4300
2AD Xxxxxxx XX 00000 5,120,000.00 32,126.54 6.4300
2AE Xxxxxxx XX 00000 5,098,000.00 31,821.56 6.3800
2AF Xxxxxxxxx XX 00000 4,968,000.00 31,010.10 6.3800
2AG Xxxxxx Xxxxxx XX 00000 4,718,000.00 29,449.61 6.3800
2AH Xxxxxxxxx XX 00000 4,438,000.00 27,701.86 6.3800
2AI Xxxxxxxxxxxxxx XX 00000 4,250,000.00 27,452.51 6.7100
2AJ Xxxxxxx XX 00000 4,240,000.00 26,604.79 6.4300
2AK Xxxxxxxxxxxxxx XX 00000 4,099,000.00 25,585.83 6.3800
2AL Xxxxxx XX 00000 3,410,000.00 21,396.78 6.4300
2AM Xxxxxx Xxxx Xxxxxx XX 00000 2,840,000.00 17,820.19 6.4300
5 Xxx Xxxxxxxxx XX 00000 139,569,073.00 727,584.56 6.1700
6 Xxx Xxxx XX 00000 117,399,060.00 619,945.84 6.2500
7 Xxxxx Xxxxx XX 00000 116,426,461.00 738,192.97 6.5300
8 XxXxxx XX 00000 108,926,767.00 579,808.10 6.3000
11 Xxxxxxx XX 00000 52,399,975.22 279,363.43 6.3100
13 Xxxxxx XX 00000 42,000,000.00 199,999.72 5.6360
14 Various TX Various 39,000,000.00 203,540.73 6.1770
17 Xxxxxxxx XX 00000 30,200,000.00 177,969.43 5.8400
20 Xxxxxxx XX 00000 23,900,000.00 147,156.42 6.2500
22 Xxxxxx XX 00000 22,500,000.00 118,450.10 6.2308
23 Xxxxxxxx XX 00000 20,838,000.00 136,960.45 6.8800
27 Xxxxxxxx XX 00000 20,200,000.00 124,374.83 6.2500
30 Xxxxxxx XX 00000 18,250,000.00 117,400.29 6.6700
31 Xxx Xxxxx XX 00000 17,575,000.00 115,513.96 6.8800
32 Xxxxxxxxxx XX 00000 16,750,000.00 104,224.48 6.3500
33 Xxxxxxxxx XX 00000 16,240,000.00 99,359.60 6.1900
34 Xxxx Xxxxxxx XX 00000 14,894,000.00 97,892.74 6.8800
35 Xxxxxxxxx XX 00000 14,500,000.00 91,268.76 6.4600
00 Xxxx Xxxxxx XX 00000 14,337,244.82 83,560.47 5.7300
00 Xxxx Xx. Xxxxx XX 00000 12,100,000.00 76,162.21 6.4600
41 Xxx Xxxxxxx XX 00000 12,000,000.00 70,333.97 5.7900
44 Xxxxx Xxxxxxx XX 00000 11,600,000.00 68,359.12 5.8400
45 Xxxxxxx XX 00000 11,600,000.00 68,507.21 5.8600
47 Xxxxxxx XX 00000 11,491,586.37 72,385.57 6.4600
48 Xxxxxxxx XX 00000 11,250,000.00 70,885.84 6.4700
49 Xxxxxxx XX 00000 11,100,000.00 70,378.69 6.5300
52 Xxxxxxxx XX 00000 10,450,000.00 63,427.74 6.1150
53 Xxxxxxx XX 00000 9,992,683.81 62,943.97 6.4600
54 Xxxxxxxx XX 00000 9,700,000.00 60,928.35 6.4400
56 Xxxxxx XX 00000 9,500,000.00 59,609.79 6.4300
00 Xxxxxx Xxxxxxx XX 00000 9,220,173.62 57,836.31 6.4200
64 Xxxxxxxxxxx XX 00000 7,500,000.00 49,344.85 6.8900
65 Xxxxxxx XX 00000 7,200,000.00 42,567.71 5.8700
68 Xxxxxxxxx XX 00000 7,093,721.19 41,433.67 5.7500
69 Xxxxxxxx XX 00000 7,000,000.00 44,129.74 6.4750
70 Xxxxxxxxxxxx XX 00000 7,000,000.00 43,739.59 6.3900
71 Xxxxxxxx XX 00000 7,000,000.00 42,487.48 6.1150
72 Xxxxxxx Xxxxx XX 00000 6,500,000.00 38,304.68 5.8400
74 Xxxxxxx XX 00000 6,400,000.00 43,053.43 6.4600
75 Xxxxxxxxx XX 00000 6,200,000.00 36,893.57 5.9300
76 Xxxxxx XX 00000 5,960,794.33 36,553.69 6.1500
00 Xxxx Xxxxxxx XX 00000 5,850,000.00 38,332.66 6.8500
79 Xxxxxxx XX 00000 5,440,000.00 34,170.12 6.4400
80 Xxxxxxxx XX 00000 5,360,000.00 31,963.81 5.9500
81 Xxxxx XX 00000 5,300,000.00 33,639.15 6.5400
84 Xxxxx Xxxxxxx XX 00000 5,050,000.00 31,159.44 6.2700
85 Various RI Various 5,000,000.00 33,644.58 6.7700
86 Xxx Xxxxxxx XX 00000 4,400,000.00 28,392.23 6.7000
87 Xxxxx XX 00000 4,396,168.28 25,845.16 5.8100
91 Xxxxxxxxxx XX 00000 4,175,000.00 26,581.33 6.5700
92 Xxxxxxx XX 00000 4,100,000.00 25,324.46 6.2800
93 Xxxxxxxxxx XX 00000 4,000,000.00 25,177.59 6.4600
97 Xxxxxxxxx XX 00000 3,700,000.00 23,143.72 6.4000
98 Xxxxxxxxxx XX 00000 3,700,000.00 22,088.31 5.9600
00 Xxx Xxxxx XX 00000 3,577,013.29 21,800.71 6.0800
000 Xxxxxxxxxxx XX 00000 3,425,000.00 21,828.84 6.5800
102 Xxxxxxxxxx XX 00000 3,400,000.00 19,949.60 5.8000
000 Xx. Xxxxxxxxxx XX 00000 3,000,000.00 14,954.86 5.9000
000 Xxxxx Xxxx XX 00000 2,928,003.62 18,926.08 6.7100
000 Xxxxx XX 00000 2,877,724.65 17,601.75 6.1800
000 Xxxxxx XX 00000 2,800,000.00 16,180.31 5.6600
000 Xxxxxxxxxx XX 00000 2,800,000.00 16,949.77 6.0900
111 Xxxxxxx XX 00000 2,800,000.00 17,605.93 6.4500
000 Xxxxx XX 00000 2,728,286.62 17,551.39 6.1300
114 Xxxxxx XX 00000 2,650,000.00 17,258.37 6.7900
000 Xxxxxxxx XX 00000 2,650,000.00 16,924.46 6.6000
000 Xxxxxxx XX 00000 2,628,347.25 16,189.89 6.2300
000 Xxxxxxx XX 00000 2,600,000.00 15,371.67 5.8700
119 Xxxxxx XX 00000 2,550,000.00 15,700.79 6.2500
000 Xxxxxxxxxxx XX 00000 2,450,000.00 15,793.06 6.6900
122 Xxxxxxxxx XX 00000 2,440,000.00 14,270.19 5.7700
000 Xxxxxx Xxxxxxx XX 00000 2,425,000.00 15,279.84 6.4700
000 Xxxxxxx XX 00000 2,240,000.00 14,114.16 6.4700
000 Xxxxxxxxx XX 00000 2,200,000.00 10,669.49 5.7400
000 Xxxxxxx XX 00000 2,024,000.00 12,793.06 6.5000
000 Xxxxxxxx XX 00000 2,000,000.00 13,051.83 6.8100
000 Xxxxx XX 00000 1,950,000.00 12,274.07 6.4600
000 Xxxxxxxx XX 00000 1,850,000.00 11,802.97 6.5900
138 Xxxxxx XX 00000 1,740,000.00 10,176.29 5.7700
139 Xxxxx XX 00000 1,595,822.99 9,685.58 6.0900
141 Xxxxxx XX 00000 1,450,000.00 9,308.49 6.6500
000 Xxxxxxxxx XX 00000 1,110,000.00 6,491.77 5.7700
000 Xxxxxxx Xxxxx XX 00000 700,000.00 4,360.22 6.3600
MORTGAGE LOAN NUMBER REMAINING TERM TO MATURITY MATURITY DATE REMAINING AMORTIZATION TERM INTEREST ACCRUAL BASIS
--------------------------------------------------------------------------------------------------------------------
1 119 7/9/2017 360 Act/360
2 119 7/11/2017 360 ACT/360
2A 119 7/11/2017 360 Act/360
2B 119 7/11/2017 360 Act/360
2C 119 7/11/2017 360 Act/360
2D 119 7/11/2017 360 Act/360
2E 119 7/11/2017 360 Act/360
2F 119 7/11/2017 360 Act/360
2G 119 7/11/2017 360 Act/360
2H 119 7/11/2017 360 Act/360
2I 119 7/11/2017 360 Act/360
2J 119 7/11/2017 360 Act/360
2K 119 7/11/2017 360 Act/360
2L 119 7/11/2017 360 Act/360
2M 119 7/11/2017 360 Act/360
2N 119 7/11/2017 360 Act/360
2O 119 7/11/2017 360 Act/360
2P 119 7/11/2017 360 Act/360
2Q 119 7/11/2017 360 Act/360
2R 119 7/11/2017 360 Act/360
2S 119 7/11/2017 360 Act/360
2T 119 7/11/2017 360 Act/360
2U 119 7/11/2017 360 Act/360
2V 119 7/11/2017 360 Act/360
2W 119 7/11/2017 360 Act/360
2X 119 7/11/2017 360 Act/360
2Y 119 7/11/2017 360 Act/360
2Z 119 7/11/2017 360 Act/360
2AA 119 7/11/2017 360 Act/360
2AB 119 7/11/2017 360 Act/360
2AC 119 7/11/2017 360 Act/360
2AD 119 7/11/2017 360 Act/360
2AE 119 7/11/2017 360 Act/360
2AF 119 7/11/2017 360 Act/360
2AG 119 7/11/2017 360 Act/360
2AH 119 7/11/2017 360 Act/360
2AI 119 7/11/2017 360 Act/360
2AJ 119 7/11/2017 360 Act/360
2AK 119 7/11/2017 360 Act/360
2AL 119 7/11/2017 360 Act/360
2AM 119 7/11/2017 360 Act/360
5 58 6/11/2012 0 Act/360
6 58 6/11/2012 0 Act/360
7 118 6/11/2017 360 Act/360
8 58 6/11/2012 0 Act/360
11 58 6/11/2012 0 Act/360
13 121 9/11/2017 0 Act/360
14 57 5/11/2012 0 Act/360
17 118 6/11/2017 360 Act/360
20 58 6/11/2012 360 Act/360
22 59 7/11/2012 0 Act/360
23 179 7/11/2022 360 Act/360
27 59 7/11/2012 360 Act/360
30 120 8/11/2017 360 Act/360
31 179 7/11/2022 360 Act/360
32 120 8/11/2017 360 Act/360
33 118 6/11/2017 360 Act/360
34 179 7/11/2022 360 Act/360
35 119 7/11/2017 360 Act/360
36 119 7/11/2017 359 Act/360
40 120 8/11/2017 360 Act/360
41 113 1/11/2017 360 Act/360
44 120 8/11/2017 360 Act/360
45 118 6/11/2017 360 Act/360
47 119 7/11/2017 359 Act/360
48 119 7/11/2017 360 Act/360
49 119 7/11/2017 360 Act/360
52 118 6/11/2017 360 Act/360
53 119 7/11/2017 359 Act/360
54 120 8/11/2017 360 Act/360
56 120 8/11/2017 360 Act/360
59 119 7/11/2017 359 Act/360
64 121 9/11/2017 360 Act/360
65 117 5/11/2017 360 Act/360
68 119 7/11/2017 359 Act/360
69 119 7/11/2017 360 Act/360
70 120 8/11/2017 360 Act/360
71 118 6/11/2017 360 Act/360
72 118 6/11/2017 360 Act/360
74 120 8/11/2017 300 Act/360
75 83 7/11/2014 360 Act/360
76 77 1/11/2014 353 Act/360
77 121 9/11/2017 360 Act/360
79 120 8/11/2017 360 Act/360
80 120 8/11/2017 360 Act/360
81 120 8/11/2017 360 Act/360
84 118 6/1/2017 360 Act/360
85 60 8/11/2012 324 Act/360
86 121 9/11/2017 360 Act/360
87 119 7/11/2017 359 Act/360
91 120 8/11/2017 360 Act/360
92 119 7/11/2017 360 Act/360
93 119 7/11/2017 360 Act/360
97 120 8/11/2017 360 Act/360
98 118 6/11/2017 360 Act/360
99 112 12/11/2016 352 Act/360
101 120 8/11/2017 360 Act/360
102 118 6/11/2017 360 Act/360
104 57 5/11/2012 0 Act/360
107 83 7/11/2014 359 Act/360
108 119 7/11/2017 359 Act/360
109 117 5/11/2017 360 Act/360
110 115 3/11/2017 360 Act/360
111 120 8/11/2017 360 Act/360
113 118 6/11/2017 310 Act/360
114 120 8/11/2017 360 Act/360
115 120 8/11/2017 360 Act/360
116 117 5/11/2017 357 Act/360
117 116 4/11/2017 360 Act/360
119 118 6/11/2017 360 Act/360
121 121 9/11/2017 360 Act/360
122 119 7/11/2017 360 Act/360
123 120 8/11/2017 360 Act/360
127 119 7/11/2017 360 Act/360
128 116 4/11/2017 0 Act/360
132 119 7/11/2017 360 Act/360
134 121 9/11/2017 360 Act/360
135 119 7/11/2017 360 Act/360
137 120 8/11/2017 360 Act/360
138 119 7/11/2017 360 Act/360
139 117 5/11/2017 357 Act/360
141 120 8/11/2017 360 Act/360
142 119 7/11/2017 360 Act/360
143 119 7/11/2017 360 Act/360
MORTGAGE LOAN NUMBER ADMINISTRATIVE COST RATE (%) OUTSIDE SERVICING FEE RATE (%) GROUND LEASE?
--------------------------------------------------------------------------------------------------------
1 0.02053 0.02 Fee Simple/Leasehold
2 0.02053 0.02 Various
2A 0.02053 0.02 Fee Simple
2B 0.02053 0.02 Fee Simple
2C 0.02053 0.02 Fee Simple
2D 0.02053 0.02 Fee Simple
2E 0.02053 0.02 Fee Simple
2F 0.02053 0.02 Fee Simple
2G 0.02053 0.02 Fee Simple
2H 0.02053 0.02 Fee Simple
2I 0.02053 0.02 Leasehold
2J 0.02053 0.02 Fee Simple
2K 0.02053 0.02 Fee Simple
2L 0.02053 0.02 Fee Simple
2M 0.02053 0.02 Fee Simple
2N 0.02053 0.02 Fee Simple
2O 0.02053 0.02 Fee Simple
2P 0.02053 0.02 Fee Simple
2Q 0.02053 0.02 Fee Simple
2R 0.02053 0.02 Fee Simple
2S 0.02053 0.02 Fee Simple
2T 0.02053 0.02 Fee Simple
2U 0.02053 0.02 Fee Simple
2V 0.02053 0.02 Fee Simple
2W 0.02053 0.02 Fee Simple
2X 0.02053 0.02 Fee Simple
2Y 0.02053 0.02 Fee Simple
2Z 0.02053 0.02 Fee Simple
2AA 0.02053 0.02 Fee Simple
2AB 0.02053 0.02 Fee Simple
2AC 0.02053 0.02 Fee Simple
2AD 0.02053 0.02 Fee Simple
2AE 0.02053 0.02 Fee Simple
2AF 0.02053 0.02 Fee Simple
2AG 0.02053 0.02 Fee Simple
2AH 0.02053 0.02 Fee Simple
2AI 0.02053 0.02 Leasehold
2AJ 0.02053 0.02 Fee Simple
2AK 0.02053 0.02 Fee Simple
2AL 0.02053 0.02 Fee Simple
2AM 0.02053 0.02 Fee Simple
5 0.02053 0.02 Fee Simple
6 0.02053 0.02 Fee Simple
7 0.02053 0.02 Fee Simple
8 0.02053 0.02 Fee Simple
11 0.02053 0.02 Fee Simple
13 0.02053 0.02 Fee Simple
14 0.02053 0.02 Fee Simple
17 0.02053 0.02 Fee Simple
20 0.02053 0.02 Fee Simple
22 0.02053 0.02 Fee Simple
23 0.02053 0.02 Fee Simple
27 0.02053 0.02 Fee Simple
30 0.02053 0.02 Fee Simple
31 0.02053 0.02 Fee Simple
32 0.02053 0.02 Fee Simple
33 0.06053 0.06 Fee Simple
34 0.02053 0.02 Fee Simple
35 0.02053 0.02 Fee Simple
36 0.02053 0.02 Fee Simple
40 0.02053 0.02 Fee Simple
41 0.08053 0.08 Fee Simple
44 0.02053 0.02 Fee Simple
45 0.02053 0.02 Fee Simple
47 0.02053 0.02 Fee Simple
48 0.02053 0.02 Fee Simple
49 0.02053 0.02 Fee Simple
52 0.02053 0.02 Fee Simple
53 0.02053 0.02 Fee Simple
54 0.02053 0.02 Fee Simple
56 0.02053 0.02 Fee Simple
59 0.02053 0.02 Fee Simple
64 0.02053 0.02 Fee Simple
65 0.08053 0.08 Fee Simple
68 0.02053 0.02 Fee Simple
69 0.02053 0.02 Fee Simple
70 0.02053 0.02 Fee Simple
71 0.02053 0.02 Fee Simple
72 0.02053 0.02 Fee Simple
74 0.02053 0.02 Fee Simple
75 0.02053 0.02 Fee Simple
76 0.07053 0.02 Fee Simple
77 0.02053 0.02 Fee Simple
79 0.02053 0.02 Fee Simple
80 0.02053 0.02 Fee Simple
81 0.02053 0.02 Fee Simple
84 0.08053 0.08 Fee Simple
85 0.02053 0.02 Fee Simple
86 0.02053 0.02 Fee Simple
87 0.02053 0.02 Fee Simple
91 0.02053 0.02 Fee Simple
92 0.02053 0.02 Fee Simple
93 0.02053 0.02 Fee Simple
97 0.02053 0.02 Fee Simple
98 0.02053 0.02 Fee Simple
99 0.02053 0.02 Fee Simple
101 0.02053 0.02 Fee Simple
102 0.02053 0.02 Fee Simple
104 0.04053 0.04 Fee Simple
107 0.06053 0.06 Fee Simple
108 0.02053 0.02 Fee Simple
109 0.02053 0.02 Fee Simple
110 0.08053 0.08 Fee Simple
111 0.02053 0.02 Fee Simple
113 0.02053 0.02 Fee Simple
114 0.07053 0.02 Fee Simple
115 0.02053 0.02 Fee Simple
116 0.02053 0.02 Fee Simple
117 0.02053 0.02 Fee Simple
119 0.09053 0.09 Fee Simple
121 0.02053 0.02 Fee Simple
122 0.06053 0.06 Fee Simple
123 0.02053 0.02 Fee Simple
127 0.02053 0.02 Fee Simple
128 0.02053 0.02 Fee Simple
132 0.02053 0.02 Fee Simple
134 0.02053 0.02 Fee Simple
135 0.02053 0.02 Fee Simple
137 0.02053 0.02 Fee Simple
138 0.06053 0.06 Fee Simple
139 0.02053 0.02 Fee Simple
141 0.02053 0.02 Fee Simple
142 0.06053 0.06 Leasehold
143 0.02053 0.02 Fee Simple
ADDITIONAL
MORTGAGE LOAN NUMBER MORTGAGE LOAN SELLER DEFEASANCE ARD MORTGAGE LOAN ANTICIPATED REPAYMENT DATE INTEREST RATE
---------------------------------------------------------------------------------------------------------------------------
1 LB Defeasance N/A N/A N/A
2 LB DEFEASANCE N/A N/A N/A
2A LB Defeasance N/A N/A N/A
2B LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx X/X X/X N/A
2D LB Defeasance N/A N/A N/A
2E LB Defeasance N/A N/A N/A
2F LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx X/X N/A N/A
2H LB Defeasance N/A N/A N/A
2I LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx X/X X/X N/A
2K LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx X/X X/X N/A
2M LB Defeasance N/A N/A N/A
2N LB Defeasance N/A N/A N/A
2O LB Defeasance N/A N/A N/A
2P LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx N/A N/A N/A
2R LB Defeasance X/X X/X X/X
0X XX Xxxxxxxxxx X/X X/X N/A
2T LB Defeasance N/A N/A N/A
2U LB Defeasance N/A N/A N/A
2V LB Defeasance N/A N/A N/A
2W LB Defeasance N/A N/A N/A
2X LB Defeasance N/A N/A N/A
2Y LB Defeasance N/A N/A N/A
2Z LB Defeasance N/A N/A N/A
2AA LB Defeasance N/A N/A N/A
2AB LB Defeasance N/A N/A N/A
2AC LB Defeasance N/A N/A N/A
2AD LB Defeasance N/A N/A N/A
2AE LB Defeasance N/A N/A N/A
2AF LB Defeasance N/A N/A N/A
2AG LB Defeasance N/A N/A N/A
2AH LB Defeasance N/A N/A N/A
2AI LB Defeasance N/A N/A N/A
2AJ LB Defeasance N/A N/A N/A
2AK LB Defeasance N/A N/A N/A
2AL LB Defeasance N/A N/A N/A
2AM LB Defeasance N/A N/A N/A
5 LB Defeasance N/A N/A N/A
6 LB Defeasance N/A N/A N/A
7 LB Defeasance N/A N/A N/A
8 LB Defeasance N/A N/A N/A
11 LB Defeasance N/A N/A N/A
13 LB Defeasance N/A N/A N/A
14 LB Yield Maintenance N/A N/A N/A
17 LB Defeasance N/A N/A N/A
20 LB Yield Maintenance N/A N/A N/A
22 LB Defeasance N/A N/A N/A
23 LB Yield Maintenance N/A N/A N/A
27 LB Yield Maintenance N/A N/A N/A
30 LB Defeasance N/A N/A N/A
31 LB Yield Maintenance N/A N/A N/A
32 LB Yield Maintenance N/A N/A N/A
33 LB Defeasance N/A N/A N/A
34 LB Yield Maintenance N/A N/A N/A
35 LB Defeasance N/A N/A N/A
36 LB Defeasance N/A N/A N/A
40 LB Defeasance N/A N/A N/A
41 LB Defeasance N/A N/A N/A
44 LB Defeasance N/A N/A N/A
45 LB Defeasance N/A N/A N/A
47 LB Defeasance N/A N/A N/A
48 LB Defeasance N/A N/A N/A
49 LB Yield Maintenance N/A N/A N/A
52 LB Defeasance N/A N/A N/A
53 LB Defeasance N/A N/A N/A
54 LB Defeasance N/A N/A N/A
56 LB Defeasance N/A N/A N/A
59 LB Defeasance N/A N/A N/A
64 LB Defeasance N/A N/A N/A
65 LB Defeasance N/A N/A N/A
68 LB Defeasance N/A N/A N/A
69 LB Defeasance N/A N/A N/A
70 LB Defeasance N/A N/A N/A
71 LB Defeasance N/A N/A N/A
72 LB Defeasance N/A N/A N/A
74 LB Defeasance N/A N/A N/A
75 LB Yield Maintenance N/A N/A N/A
76 LB Defeasance N/A N/A N/A
77 LB Yield Maintenance N/A N/A N/A
79 LB Defeasance N/A N/A N/A
80 LB Defeasance N/A N/A N/A
81 LB Defeasance N/A N/A N/A
84 LB Defeasance N/A N/A N/A
85 LB Defeasance N/A N/A N/A
86 LB Defeasance N/A N/A N/A
87 LB Defeasance N/A N/A N/A
91 LB Defeasance N/A N/A N/A
92 LB Defeasance N/A N/A N/A
93 LB Defeasance N/A N/A N/A
97 LB Defeasance N/A N/A N/A
98 LB Defeasance N/A N/A N/A
99 LB Defeasance N/A N/A N/A
101 LB Defeasance N/A N/A N/A
102 LB Defeasance N/A N/A N/A
104 LB Defeasance N/A N/A N/A
107 LB Defeasance N/A N/A N/A
108 LB Defeasance N/A N/A N/A
109 LB Defeasance N/A N/A N/A
110 LB Yield Maintenance N/A N/A N/A
111 LB Yield Maintenance N/A N/A N/A
113 LB Defeasance N/A N/A N/A
114 LB Defeasance N/A N/A N/A
115 LB Yield Maintenance N/A N/A N/A
116 LB Defeasance N/A N/A N/A
117 LB Defeasance N/A N/A N/A
119 LB Yield Maintenance N/A N/A N/A
121 LB Defeasance N/A N/A N/A
122 LB Defeasance N/A N/A N/A
123 LB Defeasance N/A N/A N/A
127 LB Yield Maintenance N/A N/A N/A
128 LB Defeasance N/A N/A N/A
132 LB Defeasance N/A N/A N/A
134 LB Yield Maintenance N/A N/A N/A
135 LB Defeasance N/A N/A N/A
137 LB Defeasance N/A N/A N/A
138 LB Defeasance N/A N/A N/A
139 LB Defeasance N/A N/A N/A
141 LB Defeasance N/A N/A N/A
142 LB Defeasance N/A N/A N/A
143 LB Defeasance N/A N/A N/A
MORTGAGE LOAN NUMBER CROSS COLLATERALIZED MORTGAGE LOAN GROUP LENDING ENTITY
-----------------------------------------------------------------------------------------------
1 No 1 Xxxxxx Brothers Ali, Inc.
2 N/A 1 XXXXXX BROTHERS HOLDINGS, INC.
2A Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2B Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2C Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2D Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2E Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2F Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2G Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2H Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2I Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2J Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2K Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2L Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2M Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2N Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2O Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2P Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2Q Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2R Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2S Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2T Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2U Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2V Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2W Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2X Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2Y Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2Z Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AA Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AB Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AC Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AD Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AE Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AF Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AG Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AH Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AI Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AJ Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AK Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AL Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
2AM Yes (LB-1) 1 Xxxxxx Brothers Holdings, Inc.
5 No 1 Xxxxxx Brothers Ali, Inc.
6 No 1 Xxxxxx Brothers Holdings, Inc.
7 No 1 Xxxxxx Brothers Ali, Inc.
8 No 1 Xxxxxx Brothers Holdings, Inc.
11 No 1 Xxxxxx Brothers Holdings, Inc.
13 No 1 Xxxxxx Brothers Bank, FSB
14 No 1 Xxxxxx Brothers Holdings, Inc.
17 No 2 Xxxxxx Brothers Bank, FSB
20 No 2 Xxxxxx Brothers Holdings, Inc.
22 No 2 Xxxxxx Brothers Holdings, Inc.
23 No 1 Xxxxxx Brothers Bank, FSB
27 No 2 Xxxxxx Brothers Holdings, Inc.
30 No 1 Xxxxxx Brothers Bank, FSB
31 No 1 Xxxxxx Brothers Bank, FSB
32 No 1 Xxxxxx Brothers Bank, FSB
33 No 2 Xxxxxx Brothers Bank, FSB
34 No 1 Xxxxxx Brothers Bank, FSB
35 No 1 Xxxxxx Brothers Bank, FSB
36 No 1 Xxxxxx Brothers Bank, FSB
40 No 1 Xxxxxx Brothers Bank, FSB
41 No 2 Xxxxxx Brothers Bank, FSB
44 No 1 Xxxxxx Brothers Bank, FSB
45 No 1 Xxxxxx Brothers Bank, FSB
47 No 1 Xxxxxx Brothers Bank, FSB
48 No 2 Xxxxxx Brothers Bank, FSB
49 No 1 Xxxxxx Brothers Bank, FSB
52 Yes (LB-2) 1 Xxxxxx Brothers Bank, FSB
53 No 1 Xxxxxx Brothers Bank, FSB
54 No 1 Xxxxxx Brothers Bank, FSB
56 No 1 Xxxxxx Brothers Bank, FSB
59 No 2 Xxxxxx Brothers Bank, FSB
64 No 1 Xxxxxx Brothers Bank, FSB
65 No 1 Xxxxxx Brothers Bank, FSB
68 No 1 Xxxxxx Brothers Bank, FSB
69 No 1 Xxxxxx Brothers Bank, FSB
70 No 1 Xxxxxx Brothers Bank, FSB
71 Yes (LB-2) 1 Xxxxxx Brothers Bank, FSB
72 No 1 Xxxxxx Brothers Bank, FSB
74 No 1 Xxxxxx Brothers Bank, FSB
75 No 1 Xxxxxx Brothers Bank, FSB
76 No 1 Xxxxxx Brothers Bank, FSB
77 No 2 Xxxxxx Brothers Bank, FSB
79 No 1 Xxxxxx Brothers Bank, FSB
80 No 1 Xxxxxx Brothers Bank, FSB
81 No 1 Xxxxxx Brothers Bank, FSB
84 No 2 Xxxxxx Brothers Bank, FSB
85 No 2 Xxxxxx Brothers Holdings, Inc.
86 No 1 Xxxxxx Brothers Bank, FSB
87 No 1 Xxxxxx Brothers Bank, FSB
91 No 2 Xxxxxx Brothers Bank, FSB
92 No 1 Xxxxxx Brothers Bank, FSB
93 No 1 Xxxxxx Brothers Bank, FSB
97 No 1 Xxxxxx Brothers Bank, FSB
98 No 1 Xxxxxx Brothers Bank, FSB
99 No 1 Xxxxxx Brothers Bank, FSB
101 No 1 Xxxxxx Brothers Bank, FSB
102 No 1 Xxxxxx Brothers Bank, FSB
104 No 1 Xxxxxx Brothers Bank, FSB
107 No 2 Xxxxxx Brothers Bank, FSB
108 No 1 Xxxxxx Brothers Bank, FSB
109 No 2 Xxxxxx Brothers Bank, FSB
110 No 2 Xxxxxx Brothers Bank, FSB
111 No 1 Xxxxxx Brothers Bank, FSB
113 No 1 Xxxxxx Brothers Bank, FSB
114 No 2 Xxxxxx Brothers Bank, FSB
115 No 2 Xxxxxx Brothers Bank, FSB
116 No 2 Xxxxxx Brothers Bank, FSB
117 No 2 Xxxxxx Brothers Bank, FSB
119 No 1 Xxxxxx Brothers Bank, FSB
121 No 1 Xxxxxx Brothers Bank, FSB
122 No 1 Xxxxxx Brothers Bank, FSB
123 No 2 Xxxxxx Brothers Bank, FSB
127 No 1 Xxxxxx Brothers Bank, FSB
128 No 1 Xxxxxx Brothers Bank, FSB
132 No 1 Xxxxxx Brothers Bank, FSB
134 No 1 Xxxxxx Brothers Bank, FSB
135 No 1 Xxxxxx Brothers Bank, FSB
137 No 1 Xxxxxx Brothers Bank, FSB
138 No 1 Xxxxxx Brothers Bank, FSB
139 No 1 Xxxxxx Brothers Bank, FSB
141 No 1 Xxxxxx Brothers Bank, FSB
142 No 1 Xxxxxx Brothers Bank, FSB
143 No 1 Xxxxxx Brothers Bank, FSB
