EXHIBIT 10.2
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of June 1, 2007
(this "Agreement"), is entered into between Countrywide Commercial Real
Estate Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors,
Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage__Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. 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 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, dated as of June 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as
master servicer no. 1 (in such capacity, "Master Servicer No. 1" and, also a
"Master Servicer") and as special servicer (in such capacity, the "Special
Servicer"), Wachovia Bank, National Association as master servicer no. 2
("Master Servicer No. 2" and, also a "Master Servicer") and LaSalle Bank
National Association as trustee (in such capacity, the "Trustee") and custodian
(in such capacity, the "Custodian"). Capitalized terms used but not defined
herein (including the schedules attached hereto) have the respective meanings
set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of May 31, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), PNC Capital
Markets LLC ("PNC Capital"), Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx
Xxxxxxx") and Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs", Xxxxxxx Xxxxx, Countrywide
Securities, PNC Capital, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx, collectively, 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 (such Certificates, the "Publicly-Offered
Certificates"). The Purchaser has also entered into a Certificate Purchase
Agreement, dated as of May 31, 2007 (the "Certificate Purchase Agreement"), with
Xxxxxxx Xxxxx for itself and as representative of Countrywide Securities
(together in such capacity, the "Initial Purchasers"), whereby the Purchaser
will sell to the Initial Purchasers all of the remaining Certificates (such
Certificates, the "Private Certificates").
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; provided however, with respect to the Mortgage Loan identified on the
Mortgage Loan Schedule as Georgia-Alabama Retail Portfolio, the related
insurance premium reserve with a Cut-off Date balance of $224,090 (the
"Insurance Premium Reserve") shall not be transferred hereunder and the
Insurance Premium Reserve account (i) shall not be additional collateral for the
related Mortgage Loan and (ii) shall, to the extent not used to cover insurance
premiums, be returned to the Seller as provided in the related Mortgage Loan
Documents. 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
$1,181,764,437 (the "Countrywide 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 Countrywide Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $2,785,502,677 (subject to a variance of
plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on June
13, 2007 or such other date as shall be mutually acceptable to the parties to
this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 99.0587% of the
Seller Mortgage Loan Balance as of the Cut off Date, plus (ii) $2,268,223, which
amount represents the amount of interest accrued on the Seller Mortgage Loan
Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration 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 the Seller's receipt of the Purchase Consideration
and the satisfaction or waiver of the conditions to closing set forth in Section
5 of this Agreement (which conditions shall be deemed to have been satisfied or
waived upon the Seller's receipt of the Purchase Consideration), 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 (subject
to certain agreements regarding servicing (including, with respect to the
Georgia-Alabama Portfolio Loan Combination, that the Seller shall retain the
right to transfer servicing of the Georgia-Alabama Retail Portfolio Loan
Combination to the servicer under the pooling and servicing agreement related to
the Georgia-Alabama A-Note Non-Trust Mortgage Loan, provided consent from the
Rating Agencies is provided to the Trustee) as provided in the Servicing Rights
Purchase Agreement (as defined in Section 6(a)(iii) hereof)), 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. 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 but collected 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
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), 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
LaSalle Bank National Association, as trustee for the registered holders
of ML-CFC Commercial Mortgage Trust 2007-7, Commercial Mortgage
Pass-Through Certificates, Series 2007-7, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of 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
originals or copies of 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
completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-7, Commercial Mortgage Pass-Through
Certificates, Series 2007-7;
(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 LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-7,
Commercial Mortgage Pass-Through Certificates, Series 2007-7;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(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 pro forma policy or 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 or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject 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 in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7, as
assignee;
(ix) an original or a copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) an original or a copy of any intercreditor agreement relating to
permitted debt of the Mortgagor and any intercreditor agreement relating
to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Custodian) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Custodian that is referred to in clause (iv) of
the definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Custodian that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Custodian following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Custodian following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
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
Custodian (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, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer (which, for purposes of this Agreement, shall
be Wachovia Bank, National Association with respect to all of the Mortgage
Loans) in connection with its duties under the Pooling and Servicing Agreement,
and (c) are in the possession or under the control of the Seller, together with
all unapplied escrow amounts and reserve amounts in the possession or under the
control of the Seller that relate to the Mortgage Loans, shall be delivered or
caused to be delivered by the Seller to the applicable Master Servicer (or, at
the direction of such Master Servicer, to the appropriate sub-servicer);
provided that the Seller shall not be required to deliver any draft documents,
privileged or other communications, credit underwriting, legal or other due
diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations.
The Seller agrees to use reasonable efforts to deliver to the
Custodian, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage loan checklist
or a complete mortgage loan checklist shall not give rise to any liability
whatsoever on the part of the Seller to the Purchaser, the Custodian or any
other person because the delivery of the mortgage loan checklist is being
provided to the Custodian solely for its administrative convenience.
(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.
(g) On or before the Closing Date, the Seller shall provide to the
applicable Master Servicer, the initial data (as of the Cut-off Date or the most
recent earlier date for which such data is available) contemplated by the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
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 California and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship 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).
(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 certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for the Seller to perform its
duties and obligations under this Agreement, 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, 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 materially and adversely affect its
performance hereunder.
(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 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 certificate of incorporation, 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) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) 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 Purchase Consideration. 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.
(x) The prospectus supplement dated May 31, 2007 (the "Prospectus
Supplement"), which supplements the base prospectus dated May 10, 2007
(the "Prospectus"), contains all the information that is required to be
provided in respect of the Seller (that arise from its role as "sponsor"
(within the meaning of Regulation AB)), the Mortgage Loans, the related
Mortgagors and the related Mortgaged Properties pursuant to Regulation AB.
For purpose of this Agreement, "Regulation AB" shall mean Subpart 229.1100
- Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (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.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely 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 (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO 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 applicable Master Servicer for deposit into its
Collection Account any Substitution Shortfall Amount in connection therewith;
provided, however, that, unless the Document Defect or Breach would cause the
Mortgage Loan not to be a Qualified Mortgage, 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, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and 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.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which 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 Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to the delivery by the Seller to the Trustee, at the expense of
the Seller, of an Opinion of Counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions. In the event
that one or more of such other 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 Document Defect or Breach exists
or to repurchase or substitute for all of the Crossed Loans in the related
Crossed Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of a Crossed Loan being repurchased shall be
prepared at the expense of the Seller and, where required, with the consent of
the related Mortgagor. 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 known to the Seller that existed as of
the Closing Date, the Seller shall provide, once every 90 days, the officer's
certificate to the Trustee described above as to the reason(s) such Document
Defect or Breach remains uncured and as to the actions being taken to pursue
cure; provided, however, that, without limiting the effect of the foregoing
provisions of this Section 3(c), if such Document Defect or Breach shall
materially and adversely affect the value of such Mortgage Loan or the interests
of the holders of the Certificates therein (subject to the second and third
provisos in the sole sentence of the preceding paragraph), the Seller shall in
all cases on or prior to the second anniversary of the Closing Date either cause
such Document Defect or Breach to be cured or repurchase or substitute for the
affected Mortgage Loan (for the avoidance of doubt, the foregoing two-year
period shall not be deemed to be a time limitation on the Seller's right to cure
a Document Defect as set forth in this Section 3). The delivery of a commitment
to issue a policy of lender's title insurance as described in representation 8
set forth on Schedule I hereto 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 Custodian not later than the 180th day following the Closing
Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise 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 Loan(s) 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 consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon 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, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian
or the Trust Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, 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 applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, 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 applicable 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 applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC.
(e) This Section 3 provides the sole remedies available to the
Purchaser, 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.
SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants 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 Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship 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) 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 articles of incorporation or bylaws, (B)
violate any law or regulation or any administrative decree or order to which it
is subject if compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for the Purchaser to perform its duties and obligations
under this Agreement 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, which default might
have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser 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 Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) 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.
(f) 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 Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) 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 other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
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 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) 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 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 Custodian
and the applicable Master Servicer, respectively, all documents represented to
have been or required to be delivered to the Custodian and the applicable 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 and the Purchaser 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;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively, shall have been delivered;
and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of May 31, 2007, among
the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., Artesia Mortgage Capital
Corporation, PNC Bank, National Association, the Purchaser, the Underwriters and
the Initial Purchasers. Both parties agree to use their best reasonable 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) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");
(b) An officer's 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, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
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) Each of: (i) the resolutions of the Seller's board of directors
or a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) an original or a copy of a certificate of good standing
of the Seller issued by the State of California not earlier than 30 days prior
to the Closing Date;
(e) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (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 Custodian, the Underwriters, the
Initial Purchasers and each of the Rating Agencies, together with such other
written opinions, including as to insolvency matters, as may be required by the
Rating Agencies; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. 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 of this Agreement 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 UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement 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 (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account 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 of this Agreement 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 UCC 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. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than (2) business
days following the occurrence of such event if such event is reportable under
Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports meeting
the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)
of the 1934 Act.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, 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 received, 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 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 that 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; WAIVER OF TRIAL BY JURY. THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. 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 that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that 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 16. 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 17. 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 (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. 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 18. 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 hereto 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, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young 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 and the Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
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:
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
PURCHASER:
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge of
Commercial Mortgage Securitization
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
SCHEDULE I
Mortgage Loan Representations and Warranties
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in June 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing interest or penalties; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy, a "marked-up"
commitment binding upon the title insurer or escrow instructions binding on the
title insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy, a "marked-up" commitment binding upon the title insurer
or escrow instructions binding on the title insurer and irrevocably obligating
the title insurer to issue such title insurance policy); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any related Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs, and except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases, including, without
limitation, the right to operate the related leased property so long as no event
of default has occurred under such Mortgage Loan; and each assignor thereunder
has the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage, executed and delivered in favor of the
Trustee is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non Trust Loan with respect to any Mortgage Loan
that is part of a Loan Combination, no person other than the related Mortgagor
owns any interest in any payments due under the related leases on which the
Mortgagor is the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded in any material manner, (b)
neither the related Mortgaged Property nor any material portion thereof has been
released from the lien of such Mortgage and (c) the related Mortgagor has not
been released from its obligations under such Mortgage, in whole or in material
part. With respect to each Mortgage Loan, since the later of (a) May 31, 2007
and (b) the closing date of such Mortgage Loan, the Seller has not executed any
written instrument that (i) impaired, satisfied, canceled, subordinated or
rescinded such Mortgage Loan, (ii) waived, modified or altered any material term
of such Mortgage Loan, (iii) released the Mortgaged Property or any material
portion thereof from the lien of the related Mortgage, or (iv) released the
related Mortgagor from its obligations under such Mortgage Loan in whole or
material part. For avoidance of doubt, the preceding sentence does not relate to
any release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge based upon surveys and/or the title
insurance policy referred to in representation 8 below, as of the date hereof,
(a) none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue such title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property, each of which is secured by a separate
Mortgage, such Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no material exclusion for whether, or it affirmatively insures (unless
the related Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available) that, (a) the related Mortgaged Property
has access to a public road, and (b) the area shown on the survey, if any,
reviewed or prepared in connection with the origination of the related Mortgage
Loan is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee) and there is no obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its knowledge
it has not used, caused or permitted to exist and will not use, cause or permit
to exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its successors and assigns harmless from and
against any and all losses, liabilities, damages, injuries, penalties, fines,
out-of-pocket expenses and claims of any kind whatsoever (including attorneys'
fees and costs) paid, incurred or suffered by or asserted against, any such
party resulting from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, 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.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by
the interest of a Mortgagor as a lessee under a ground lease of all or a
material portion of a Mortgaged Property (together with any and all written
amendments and modifications thereof and any and all estoppels from or other
agreements with the ground lessor, a "Ground Lease"), but not by the related fee
interest in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will
be promptly submitted for recordation; such Ground Lease permits the
interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the terms of such
Ground Lease since its recordation, with the exception of material
changes reflected in written instruments which are a part of the
related Mortgage File; and if required by such Ground Lease, the
lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not
subject to any liens or encumbrances superior to, or of equal
priority with, the related Mortgage, other than the related Fee
Interest and Permitted Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of
a deed in lieu thereof), the Mortgagor's interest in such Ground
Lease is assignable to, and is thereafter further assignable by, the
Purchaser upon notice to, but without the consent of, the lessor
thereunder (or, if such consent is required, it has been obtained);
provided that such Ground Lease has not been terminated and all
amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to
the Seller's knowledge, no material default has occurred under such
Ground Lease;
(v) such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under such
Mortgage Loan; and such Ground Lease further provides that no notice
of termination given under such Ground Lease is effective against
the mortgagee under such Mortgage Loan unless a copy has been
delivered to such mortgagee in the manner described in such Ground
Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time
to gain possession of the interest of the lessee under such Ground
Lease) to cure any default under such Ground Lease, which is curable
after the receipt of notice of any such default, before the lessor
thereunder may terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity
Date of such Mortgage Loan, or (ii) has a term, if with extension
options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest are exercised,
would cause the term of such Ground Lease to extend not less than
twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a
new lease with a mortgagee upon termination of such Ground Lease for
any reason, including as a result of a rejection of such Ground
Lease in a bankruptcy proceeding involving the related Mortgagor,
unless the mortgagee under such Mortgage Loan fails to cure a
default of the lessee that is susceptible to cure by the mortgagee
under such Ground Lease following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any
related casualty insurance proceeds (other than de minimis amounts
for minor casualties) with respect to the leasehold interest will be
applied either (i) to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee
appointed by it having the right to hold and disburse such proceeds
as the repair or restoration progresses (except in such cases where
a provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a
prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a
prudent commercial mortgage lender in the lending area where the
related Mortgaged Property is located at the time of the origination
of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be
amended, modified, cancelled or terminated without the prior written
consent of the mortgagee under such Mortgage Loan, and (ii) any such
action without such consent is not binding on such mortgagee, its
successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) 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 such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in
connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) subject to
available funds, a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage
Loan (which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other mortgage lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Other than any default interest or late charges,
each Mortgage Loan (other than ARD Loans after their respective Anticipated
Repayment Dates) complied with, or was exempt from, all applicable usury laws in
effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a) (16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration under the Mortgage
Note or Mortgage for any Mortgage Loan (other than payments due but not yet 30
days or more delinquent); provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies or other publicly traded interests,
issuance of non-controlling new equity interests, transfers to an affiliate or
to another pre-approved person, types of persons or categories of persons
meeting the requirements of the Mortgage Loan, transfers among existing direct
or indirect members, partners or shareholders in the Mortgagor, transfers among
affiliated Mortgagors with respect to cross-collateralized Mortgage Loans or
multi-property Mortgage Loans, transfers among co-Mortgagors, transfers of
worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-off Date Balance of $10,000,000 or more was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that during the term of the
Mortgage Loan it may only own and operate one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates (other than
co-obligors under the Mortgage Loan documents), and that it will not transact
business with affiliates (except to the extent required by any cash management
provisions of the related Mortgage Loan documents) except on an arm's-length
basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing of a UCC
financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. 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.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal or affiliate
of such Mortgagor or an entity controlled by a principal or affiliate of such
Mortgagor, for damages, liabilities, expenses or claims sustained in connection
with the Mortgagor's fraud, material, intentional misrepresentation, material
intentional physical waste or misappropriation of any tenant security deposits
(in some cases, only after foreclosure or an action in respect thereof), rent
(in some cases, only after an event of default), insurance proceeds or
condemnation awards. The related Mortgage Loan documents contain provisions
pursuant to which the related Mortgagor, a principal or affiliate of such
Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor,
has agreed to indemnify the mortgagee for damages resulting from violations of
any applicable environmental laws relating to hazardous material at the related
Mortgaged Property.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then 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 under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
Annex A (to Schedule I)
Exceptions to the Representations and Warranties
ML-CFC 2007-7 Exceptions to Representations and Warranties of the Countrywide
Mortgage Loans
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loans known as Xxxxx Portfolio, Greenspring
Valley Office Center, identified on Annex A-1 by ID #65 and 297 have an
Indemnity Deed of Trust structure. The related borrowers under such Mortgage
Loans executed and delivered the related notes to the lender and are obligated
to make payments thereunder. The related property owners for such Mortgage Loans
have guaranteed all amounts payable by the borrowers under the related notes,
which guaranties are secured by indemnity deeds of trust in favor of the lender.
With respect to the above referenced Mortgage Loans, certain of the
representations regarding the borrowers refer to the property owners of the
related Mortgaged Property as well.
Annex A-1 ID # Mortgage Loan Exception
--------------------------------------------------------------------------------
Exceptions to Representation 4: Lien; Valid Assignment
000 Xxxxxxx Xxxx. Retail A restrictive covenant prohibiting
Center the sale, advertisement, storage or
distribution of any motor vehicle
fuels, including but not limited to
petroleum products, encumbers the
Mortgaged Property and is not
subordinate to the Mortgage Loan.
If the restrictive covenant is
breached, an unrelated third party
has the option to purchase the
Mortgaged Property, in which case
the Mortgage Loan will become full
recourse to the guarantor for the
entire indebtedness plus yield
maintenance.
Exception to Representation 9: No Holdback.
2 The Commons at Calabasas The Mortgage Loan documents permit
the borrower to receive a one-time
future advance up to $16,000,000.
The future funding will be pari
passu with the Mortgage Loan, will
not be an asset of the Mortgage
Pool and will be secured by the
Mortgaged Property. The borrower
will be entitled to receive the
future advance up to 3 years after
the loan closing date provided,
among other things, that when the
advance amount is added to the
then-outstanding principal balance
of the loan, the total loan amount
would result in an actual debt
service coverage ratio of 1.29x
based on a three-month trailing
cash flow.
Exceptions to Representation 10: Mortgage Provisions.
Various All of the exceptions made to
representation number 14 regarding
terrorism insurance are
incorporated herein by reference as
if made herein.
Exception to Representation 12: Environmental Conditions.
11 Georgia-Alabama Retail The Environmental Report for one of
Portfolio the Mortgaged Properties (Hall
Creek Center) is dated earlier than
twelve months prior to the date
hereof.
Exceptions to Representation 14: Insurance.
Various With respect to various Countrywide
Mortgage Loans, (i) for so long as
the Terrorism Risk Insurance Act of
2002 ("TRIA") is in effect
(including any extensions), the
lender is required to accept
terrorism insurance which covers
against "covered acts" as defined
by TRIA and (ii) the borrower is
required to maintain terrorism
insurance (a) to the extent such
coverage is available at
commercially reasonable rates,
and/or (b) only that amount which
may be purchased up to a specified
premium amount. In addition, in the
event of a casualty where the
borrower does not rebuild, the
insurance policies generally
provide that the proceeds will be
reduced for depreciation.
The respective Mortgage Loan
documents provide that the
aggregate deductible per loss for
all insurance policies is not to
exceed $10,000. The respective
borrowers' current insurance
deductibles are as follows:
40 Brea Imperial Center $25,000 for general liability
coverage
45 5 Points Plaza $25,000 for property coverage
78 Silgan Containers $250,000 for property coverage
000 Xx Xxxxxx Xxxxx $25,000 for property coverage
185 Xxxxxx Xxxxxx $32,000 for property coverage and
$50,000 for general liability
coverage.
100 Radisson Fee Interest The Mortgage Loan documents require
terrorism insurance coverage but
the lender waived the requirement
because the collateral securing the
Mortgage Loan consists of the land
and not the improvements.
130 Willow Green The Mortgage Loan documents require
000 Xxxxxxxxxx Xxxxxxx MHP general liability umbrella coverage
277 Mountain View Retail but such requirement has been
Center waived because the borrower's
primary general liability coverage
was deemed sufficient.
139 Walgreens-Sunset & Western The single tenant at the Mortgaged
Property self-insures under the
terms of a reciprocal easement
agreement. Both the Mortgage Loan
sponsor and the prior owner of the
Mortgaged Property executed
guaranties in favor of the lender
indemnifying for any losses arising
out of the borrower's failure to
maintain or cause to be maintained
the insurance required under the
loan agreement.
The insurance policy covering the
Mortgaged Property has a 80%
co-insurance clause.
The tenant is not required to
maintain terrorism insurance.
148 Santee Alley The Mortgaged Property has a
probable maximum loss of 22%. The
lender waived its requirement that
the borrower carry earthquake
insurance. However, any losses
arising from an earthquake are a
recourse obligation of the
guarantor.
000 Xxxxxxx Xxxxx The borrower has windstorm coverage
only up to $1,000,000. Any losses
arising from a windstorm casualty
in excess of $1,000,000 will be
recourse to the guarantor.
175 Dauphine Apartments The borrower's current policy has a
242 Waterside Apartments 80% co-insurance clause for
000 Xxxxxx Xxxxxxx Xxxxxxxxxx property coverage. The policy's
limit exceeds the required amount
by more than 25%.
300 Bradenton Self Storage The borrower's current windstorm
coverage does not meet the lender's
insurance requirements. The
Mortgage Loan documents provide
that any losses arising from
windstorm damage will be recourse
to the guarantor in an amount equal
to the difference between the
actual insurance proceeds received
and the amount of insurance
proceeds that would have been
received had the borrower obtained
the lender's required insurance
coverage.
326 Xxxxxx Xxxxx Terrorism insurance and windstorm
insurance are not required under
the Mortgage Loan documents and
have not been obtained.
Exception to Representation 17: Local Law Compliance
175 Dauphine Apartments The Mortgaged Properties are legal
242 Waterside Apartments non-conforming due to density
287 French Quarter Apartments requirements. The borrower did not
obtain law and ordinance coverage;
any losses from the borrower's
failure to obtain law and ordinance
coverage are a recourse obligation
of the guarantor.
Exceptions to Representation 18: Material Leasehold Estate
13 Xxxxxxxx Medical Plaza (x) The Ground Lease imposes
restrictions on the type of medical
office tenants permitted under a
sublet arrangement.
66 S8 Portfolio (vii) The Ground Lease for one of
the Mortgaged Properties has an
original term that ends prior to
twenty years beyond the Stated
Maturity Date and there are no
extension options.
(xi) The Ground Lease for one of
the Mortgaged Properties requires
the lessor and lessee to obtain the
mortgagee's prior written consent
prior to any amendment or
modification; the Ground Lease,
however, does not explicitly state
that any such action is non-binding
on the mortgagee without such
consent.
120 Heinz Distribution Center (v) The Ground Lease does not state
that no notice of termination given
under the Ground Lease is effective
against the mortgagee under such
Mortgage Loan unless a copy has
been delivered to such mortgagee.
000 Xxxxxxxxx (viii) The Ground Lease does not
require the lessor to enter into a
new lease with a mortgagee upon
termination of such Ground Lease
for any reason.
Exceptions to Representation 22: Legal Proceedings
31 Village Commons-Corinthian One of the Mortgage Loan sponsors
College and its wholly owned broker-dealer
subsidiary are currently subject to
a Securities and Exchange
Commission ("SEC") investigation
that commenced in March, 2004. The
investigation involves payments
made to third-party broker dealers
by the Mortgage Loan sponsor.
Although the SEC has not initiated
any regulatory action, the Mortgage
Loan sponsor expects that the SEC
may pursue an action in the future.
The SEC could require the Mortgage
Loan sponsor to make an offer of
rescission to the affected
shareholders, impose administrative
penalties or fines, disgorge
commissions and profits, or require
different or additional penalties
and relief.
256 UCLA Medical Office The borrower is subject to a
lawsuit involving the transfer of
the Mortgaged Property. The
plaintiff owned a minority interest
in the entity that previously owned
the Mortgaged Property and disputes
the dissolution of that entity. The
plaintiff has recorded a document
evidencing a claim to the Mortgaged
Property. An interest in the
Mortgaged Property could be awarded
to the plaintiff. The title
company, however, has insured over
the recorded claim because it
believes no reversion of title will
occur. The guarantor has also
provided a cash bond and an
indemnity to the title company.
Exceptions to Representation 23: Other Mortgage Liens.
2 The Commons at Calabasas The Mortgage Loan documents permit
the borrower to receive a one-time
future advance up to $16,000,000.
The future funding will be pari
passu with the Mortgage Loan, will
not be an asset of the Mortgage
Pool and will be secured by the
Mortgaged Property. The borrower
will be entitled to receive the
future advance up to 3 years after
the loan closing date provided,
among other things, that when the
advance amount is added to the
then-outstanding principal balance
of the loan, the total loan amount
would result in an actual debt
service coverage ratio of 1.29x
based on a three-month trailing
cash flow.
11 Georgia-Alabama Retail The Mortgage Loan is part of a loan
Portfolio combination and is
cross-collateralized with a pari
passu A-note and a subordinate
B-note, both of which are outside
the Mortgage Pool.
101 Hillwood Apartments The Mortgage Loan is part of a loan
combination and is
cross-collateralized with the
related B-Note loan that is outside
the Mortgage Pool.
000 Xxxxxxxx Xxxxxxx The Mortgage Loan is part of a loan
combination and is
cross-collateralized with the
related B-Note loan that is outside
the Mortgage Pool.
Exceptions to Representation 26: Licenses and Permits.
65 Xxxxx Portfolio At one of the Mortgaged Properties,
two of the tenant's building
permits have expired and no
certificates of occupancy were
obtained. The tenant represents
2.4% of the total square feet of
the Mortgaged Properties and 2.9%
of the underwritten cashflow. The
applicable zoning authority may
compel compliance with the
applicable zoning laws.
Exceptions to Representation 27: Cross-Collateralization.
2 The Commons at Calabasas See Exceptions to Representation
23.
11 Georgia-Alabama Retail The Mortgage Loan is part of a loan
Portfolio combination and is
cross-collateralized with a pari
passu A-note and a subordinate
B-note, both of which are outside
the Mortgage Pool.
101 Hillwood Apartments The Mortgage Loan is part of a loan
combination and is
cross-collateralized with the
related B-Note loan that is outside
the Mortgage Pool.
000 Xxxxxxxx Xxxxxxx The Mortgage Loan is part of a loan
combination and is
cross-collateralized with the
related B-Note loan that is outside
the Mortgage Pool.
Exceptions to Representation 28: Releases of Mortgaged Property.
19 Warwick Hotel Denver The Mortgage Loan documents permit
the release of a certain parcel of
the Mortgaged Property occupied by
a parking garage provided that (i)
the LTV ratio is not more than 75%
and (ii) the DSCR is at least
1.35x.
00 Xxxxxxxx Xxxxx The Mortgage Loan documents permit
the release of a 1.364 acre
developed parcel of the Mortgaged
Property. The lender gave no
material value to this parcel when
underwriting the Mortgage Loan.
Exception to Representation 31: Fixed Rate Loans
326 Xxxxxx Xxxxx The Mortgage Loan has a fixed rate
of interest through the 10th year
of the related loan term and
thereafter has a floating rate
based on an index specified in the
related note. The Mortgage Loan
documents provide that the floating
interest rate must be at least as
high as the original fixed interest
rate.
Exceptions to Representation 34: Due-on Sale.
All Countrywide Mortgage The Countrywide Mortgage Loan
Loans documents permit, without consent
of the lender, the transfer (i) of
more than 49% of the total direct
or indirect equity interest in the
borrower or any indirect or direct
equity interest that results in a
change of control of the borrower,
or (ii) of all or substantially all
of the Mortgaged Property, in each
case, to another party (the
"Transferee Borrower"), provided
that prior to such sale or transfer
certain of the following conditions
are met: (a) the payment of a
transfer fee (in most cases) by the
borrower, (b) reasonable approval
by the lender of the identity,
experience, financial condition,
creditworthiness, single purpose
nature and bankruptcy remoteness of
the Transferee Borrower and the
replacement guarantors and
indemnitors, (c) the delivery of
acceptable documentation as may be
reasonably required by the lender
from the borrower, the Transferee
Borrower, guarantor and the
replacement guarantors and
indemnitors (including, without
limitation, assumption documents),
(d) delivery of the opinion letters
relating to such transfer
(including, without limitation,
tax, bankruptcy and REMIC opinions)
in form and substance reasonably
satisfactory to the lender in the
lender's reasonable discretion, (e)
delivery of title endorsement
acceptable to the lender and (f)
payment from the borrower of all
reasonable expenses incurred by the
lender in connection with such
transfer, including, without
limitation, the lender's reasonable
attorneys fees and expenses, all
recording fees, and all fees
payable to the Title Company for
the delivery to lender of title
endorsements. With respect to
certain of the Countrywide Mortgage
Loans, the Mortgage Loan documents
permit, without consent, transfers
(w) that result in no change in the
managerial control of the borrower,
(x) among existing principals, even
if there is a change in control,
(y) that accommodate a 1031
exchange or reverse 1031 or (z)
with respect to Mortgage Loans to
tenant-in-common borrowers,
transfers among and to additional
tenant-in-common borrowers.
In addition the Countrywide
Mortgage Loan documents generally
provide that in determining whether
the transfer of equity interests in
the borrower is a permitted
transfer not requiring the lender's
prior consent, such determination
is made by looking to transfers of
"direct or indirect", "legal or
beneficial equity interests"
(rather than solely a direct equity
transfer in the borrower resulting
in a change of control under this
Representation) and limits such
transfers to an aggregate 49%
interest that does not result in a
change of control of the borrower.
Also, the Countrywide Mortgage Loan
documents permit transfers of
non-material leases or material
leases that are approved by lender.
With respect to any borrower that
is not a single purpose entity,
such borrower and/or its direct or
indirect owners may not be
prohibited from incurring other
debt.
12 Kauai Village Retail The Mortgage Loan documents permit
Center the borrower to split the Mortgage
Loan into two separate un-crossed
loans ( the "Safeway Parcel Loan"
and the "Longs Parcel Loan") and to
transfer one of the properties to a
new SPE (either under the same
ownership of the current borrower
or new ownership (subject to the
transfer provisions in the Mortgage
Loan documents)) and subject to the
satisfaction of certain conditions
including but not limited to: (i)
the Mortgaged Property has been
subdivided into two separate
parcels, (ii) the Mortgage Loan
documents have been amended to
evidence the two separate loans and
the new loan principal amounts,
(iii) a replacement letter of
credit is provided to the lender
with respect to the Longs Parcel
Loan and (iv) the DSCR for each new
loan is at least 1.25x.
For a list of Mortgage Loans with existing related mezzanine debt, see attached
Schedule A.
For a list of Mortgage Loans that permit mezzanine debt in the future, see
attached Schedule B.
The following Mortgage Loans documents permit secured subordinate debt:
13 Xxxxxxxx Medical Plaza The Mortgage Loan documents permit
the borrower to incur future
secured subordinate debt subject to
the satisfaction of conditions
including but not limited to: (1)
an aggregate DSCR of at least
1.10x, (2) the aggregate LTV ratio
is not more than 75%, and (3) the
delivery of an acceptable
subordination and standstill
agreement.
33 Rainbow Sunset Pavilion The Mortgage Loan documents permit
the borrower to incur future
secured subordinate debt subject to
the satisfaction of conditions
including but not limited to: (1)
an aggregate DSCR of at least 1.25x
based on an actual loan constant,
(2) an aggregate DSCR of at least
1.15x at a 9.25% loan constant, (3)
the aggregate LTV ratio is not more
than 75% and (4) the delivery of an
acceptable intercreditor agreement.
00 Xxxxxxx Xxxxxx The Mortgage Loan documents permit
the borrower to incur future
secured subordinate debt subject to
the satisfaction of conditions
including but not limited to: (1)
an aggregate DSCR of at least
1.20x, (2) the aggregate LTV ratio
is not more than 80% and (3)
delivery of an acceptable
subordination and standstill
agreement.
The following Mortgage Loan documents permit unsecured subordinate debt
(excluding such debt that is permitted in the ordinary course of business):
19 Warwick Hotel Denver The Mortgage Loan documents permit
the borrower to incur unsecured
subordinate debt in an amount not
to exceed $10,000,000. The borrower
must execute a subordination and
standstill agreement upon incurring
such debt.
57 Homewood Suites The Mortgage Loan documents permit
Gainesville the borrower to incur unsecured
subordinate debt from its
affiliates in an amount not to
exceed $400,000 and such debt will
be subject to a subordination and
standstill agreement.
95 American Self Storage The Mortgage Loan documents permit
the borrower to incur unsecured
subordinate debt in an amount not
to exceed 5% of the loan amount.
The unsecured subordinate debt may
be incurred only for purposes
related to the Mortgaged Property
and the borrower must execute a
subordination and standstill
agreement upon incurring such debt.
181 Apple Valley Apartments The Mortgage Loan documents permit
the borrower to incur unsecured
subordinate debt from its partners
or members in an amount not to
exceed 5% of the loan amount.
000 Xxxxxxxxxxx Xxxx MHP The borrower currently has an
unsecured line of credit with a
maximum principal balance not to
exceed $125,000.
Exception to Representation 35: Single Purpose Entity.
00 Xxxxxxx Xxxxxx The borrower is not a single
purpose entity.
Exceptions to Representation 39: Security Interests.
000 Xxxxxxxxxx Xxxxxxx MHP The sole member of the borrower,
Greenville Village of Wilmington
("GVW") was the previous owner of
the Mortgaged Property. GVW owns 42
of the mobile home units under
lease-to-purchase contracts with
third parties, and GVW did not
transfer to the borrower the title
to these units. GVW pledged its
interest in the lease-to-purchase
contracts to the lender as
additional collateral for the
Mortgage Loan. The lender makes no
representation as to the perfection
of any security interest in GVW's
title to the GVW-owned mobile homes
or the rent associated with such
homes.
326 Xxxxxx Xxxxx UCC financing statements have been
filed and recorded only in the
local jurisdiction where the
related Mortgaged Property is
located.
Exceptions to Representation 45: Fee Simple Interest.
Various Certain Countrywide Loans With respect to any Mortgage Loan
in which the interest encumbered
under the Mortgage is the
overlapping fee and leasehold
interest in the entire Mortgaged
Property (and as such, treated as a
fee interest in the Mortgaged
Property), such Mortgage Loan is
not the subject of representation
18 and such Mortgage Loan is not
being listed here as an exception
to this representation 45.
100 Radisson Fee Interest The borrower owns the fee interest
in the land but not the leasehold
interest in the hotel located at
the Mortgaged Property.
139 Walgreens-Sunset & Western The Mortgaged Property consists of
a retail parcel in a mixed-use
development that is divided under a
reciprocal easement agreement. The
borrower owns the fee interest in
the Walgreens building but does not
have an interest in any of: (i) the
ground on which the building is
located, (ii) the apartment units
on a floor above the Walgreens
building, (iii) the residential
units in a four story building that
wraps around the Walgreens
building, or (iv) the parking
garage located below the Walgreens
building. Through the reciprocal
easement agreement, the borrower
has easement rights over the
parking garage and the ground.
Exception to Representation 53: Origination of the Mortgage Loans.
326 Xxxxxx Xxxxx The Mortgage Loan was originated by
Impac Commercial Capital
Corporation and purchased by
Countrywide prior to
securitization.
Schedule A
List of Mortgage Loans with related existing Mezzanine Debt
` ` Original Mezzanine Intercreditor Agreement
Annex A-1 ID # Mortgaged Property Name Debt Balance (Yes or No)
-------------- ------------------------------ ------------------ -----------------------
00 Xxxxxxxxx Xxxxxxxxxx-Xxx Xxxxx $1,000,000 Yes
00 Xxxxxxxx Xxxx Apartments $500,000 Yes
000 Xxxxxx Xxxxxxx $360,000 Yes
000 XXX Xxxxxxx Xxxxxxx $915,631 Yes
Schedule B
List of Mortgage Loans that permit future Mezzanine Debt
` ` ` ` Intercreditor
` ` ` ` Agreement
Annex A-1 ID# Mortgaged Property Maximum LTV Ratio Minimum DSCR (Yes or No)
------------- ------------------------ ----------------- ------------ -------------
12 Kauai Village Retail 80% 1.25x Yes
` Center ` ` `
21 Parkview Village 80% 1.20x Yes
27 Lincoln Center West 80% 1.20x Yes
` (Santa Xxxxxx) ` ` `
29 Reserve Lofts 80% 1.00x Yes
30 Willow Springs(1) 75% 1.20x Yes
` Apartments ` ` `
40 Brea Imperial Center(2) 80% 1.20x Yes
00 0 Xxxxxx Xxxxx 80% 1.20x Yes
49 Mirbeau Inn and Spa(2) 85% 1.30x Yes
55 Meridian Tower(3) 85% 1.10x Yes
78 Silgan Containers(4) 85% 1.10x Yes
86 Hostess Building(3) 80% 1.20x Yes
100 Radisson Fee Interest(3) 85% 1.07x Yes
109 Cypress Station Shopping 70% 1.20x Yes
` Center(1) ` ` `
118 Rite Xxxx Holding 80%(5) 1.15x(6) Yes
` Company(2) ` ` `
120 Heinz Distribution 80%(5) 1.15x(6) Yes
` Center(2) ` ` `
000 Xxxx Xxxxx 85% 1.07x Yes
000 Xxxxxxxx Xxxxxxx 80% 1.20x Yes
251 0000 Xxxxxxxxxxx Xxxxxx 80% 1.20x Yes
(1) Not permitted to be incurred in the first 24 months of the related loan
closing.
(2) Not permitted to be incurred in the first 12 months of the related loan
closing.
(3) Not permitted to be incurred in the first 18 months of the related loan
closing.
(4) The tenant must have exercised its expansion option (pursuant to its
lease) prior to incurring mezzanine debt.
(5) No greater than 90% prior to incurring mezzanine debt.
(6) At least 1.07x prior to incurring mezzanine debt.
Annex B (to Schedule I)
Mortgaged Properties as to Which the Only Environmental
Investigations Conducted in Connection with the Origination of the Related
Mortgage Loan Were With Respect to Asbestos-Containing Materials and Lead-Based
Paint.
(Representation 12)
None.
Annex C (to Schedule I)
Mortgage Loans Covered By Secured Creditor
Environmental Insurance Policies
(Representations 12 and 49)
None.
SCHEDULE II
Mortgage Loan Schedule
[Attached]
MLCFC 2007-7: Mortgage Loan Schedule
Loan # Loan Group Property Name Loan / Property Originator
------ ---------- ----------------------------------------------- --------------- ----------
2 1 The Commons at Calabasas Loan CRF
7 1 Renaissance III Retail Loan CRF
11 1 The Georgia-Alabama Retail Portfolio Loan CRF
11.01 1 Metro Atlanta Comm Prop 8115 Property CRF
11.02 0 Xxxxxxx Xxxx Center Property CRF
11.03 1 Stone Mill Center Property CRF
11.04 1 Bouldercrest & 285 Property CRF
11.05 1 South Peachtree Center Property CRF
11.06 1 Xxxxxx Mill Center Property CRF
11.07 1 Skyview Center Property CRF
11.08 1 Six Flags Center Property CRF
11.09 1 Sylvan Property Property CRF
11.10 1 Flat Shoals Convenience Center Property CRF
11.11 0 Xxxxx Xxxxxxx Xxxxxx Property CRF
11.12 0 Xxxxx Xxxx & Xxxxxxx 000 Property CRF
11.13 1 Metro Atlanta Comm Prop 8159 Property CRF
11.14 1 Excell In 11 Property CRF
11.15 1 Hall Creek Center Property CRF
11.16 1 Annistown Center Property CRF
11.17 1 Xxxxxx Center Property CRF
11.18 1 Burnt Hickory Center Property CRF
11.19 1 Xxxxxx Center Property CRF
11.20 1 Excell In 14 Property CRF
11.21 0 Xxxxx Xxxxxx Xxxxxx Property CRF
11.22 0 Xxxxxxx 000 Xxxxxx Property CRF
11.23 1 Xxxxxx Chapel Center Property CRF
11.24 1 Excell In 16 Property CRF
11.25 0 Xxxx Xxxxxx Center Property CRF
11.26 1 Snapfinger Center Property CRF
11.27 1 Excell In 05 Property CRF
11.28 1 Xxxxxxx Xxxx Center Property CRF
11.29 1 Excell Out Town Properties Property CRF
11.30 1 Excell Out Town Properties Property CRF
11.31 1 Excell Out Town Properties Property CRF
11.32 1 Lakeridge Village Center Property CRF
11.33 1 Locust Grove Center Property CRF
11.34 1 Big A Center Property CRF
11.35 0 Xxxxxxx 000 Xxxxxx Property CRF
11.36 1 Excell In 07 Property CRF
11.37 1 Excell In 10 Property CRF
11.38 1 Excell In 12 Property CRF
11.39 1 Excell In 15 Property CRF
11.40 1 Noah's Ark Property CRF
11.41 0 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx XXX
00.00 0 Xxxxx Xxxxxxx Comm Prop 0040 Property CRF
11.43 1 North Georgia Comm Prop 0042 Property CRF
11.44 1 North Georgia Comm Prop 0039 Property CRF
11.45 1 North Georgia Comm Prop 0022 Property CRF
11.46 1 Excell In 03 Property CRF
11.47 1 Excell In 04 Property CRF
11.48 1 Mount Xxxxxx Property CRF
11.49 1 North Georgia Comm Prop 0029 Property CRF
11.50 1 Excell Out Town Properties Property CRF
11.51 1 Northwest Georgia Comm Prop 8769 Property CRF
11.52 1 Metro Atlanta Comm Prop 8165 Property CRF
11.53 1 Excell In 09 Property CRF
11.54 1 Metro Atlanta Comm Prop 8102 Property CRF
11.55 1 Metro Atlanta Comm Prop 0518 Property CRF
11.56 1 Northwest Georgia Comm Prop 8754 Property CRF
11.57 1 Excell In 13 Property CRF
11.58 1 Excell In 08 Property CRF
11.59 0 Xxxxxxxxx Xxxxxx Center Property CRF
11.60 1 Northwest Georgia Comm Prop 0058 Property CRF
11.61 1 Northwest Georgia Comm Prop 0051 Property CRF
11.62 1 Northwest Georgia Comm Prop 8785 Property CRF
12 1 Kauai Village Retail Center Loan CRF
13 1 Xxxxxxxx Medical Plaza Loan CRF
15 1 000 Xxx Xxxxxx Loan CRF
19 1 Warwick Hotel Denver Loan CRF
21 1 Parkview Village Loan CRF
27 1 Lincoln Center West (Santa Xxxxxx) Loan CRF
29 2 Reserve Lofts Loan CRF
30 2 Willow Springs Apartments Loan CRF
31 2 Village Commons - Corinthian College Loan CRF
33 1 Rainbow Sunset Pavilion Loan CRF
36 1 American Home Furnishings Loan CRF
38 1 Shamrock Village Loan CRF
39 1 HCP Tranche I Loan CRF
39.1 1 Xxxxxx Property CRF
39.2 1 Xxxxxx Property CRF
39.3 1 Xxxxx Property CRF
40 1 Brea Imperial Center Loan CRF
43 2 Mallard Pointe Loan CRF
44 1 Stonebriar Common Office # 1,3,6,7 Loan XXX
00 0 0 Xxxxxx Xxxxx Loan CRF
49 1 Mirbeau Inn and Spa Loan CRF
50 2 Evergreen Apartments - Las Vegas Loan CRF
55 1 Meridian Tower Loan CRF
56 2 Meadow Manor MHC Loan CRF
57 1 Homewood Suites Gainesville Loan CRF
58 2 870 Hilgard Apartments Loan CRF
64 2 Lakes at Stone Mountain Loan CRF
65 1 Xxxxx Portfolio Loan CRF
65.1 1 Westminster Professional Center Property XXX
00.0 0 Xxxxxxxxxx Xxxxxxx Property CRF
65.3 1 Littlestown Village Apartments Property CRF
65.4 0 Xxxxxxxx Xxxxx Xxxxx Property CRF
65.5 1 The Old Fire House Property CRF
65.6 0 Xxxxxx Xxxxx Property CRF
65.7 0 Xxxxxxxxxx Xxxxx Property CRF
65.8 1 St. Xxxxxxx Center Property CRF
66 1 S8 Portfolio Loan CRF
66.1 1 S8 Portfolio - Xxxxxxx Property CRF
66.2 1 S8 Portfolio - Cody Property CRF
66.3 1 S8 Portfolio - Coeur d'Alene Property CRF
72 1 Sunrise City Plaza Loan CRF
73 1 Centennial Marketplace Loan CRF
75 1 Black Canyon Industrial Loan CRF
78 1 Silgan Containers Loan CRF
79 1 Guardian Storage OF & WP Loan CRF
79.1 1 Guardian Storage WP Property CRF
79.2 1 Guardian Storage OF Property CRF
80 1 Hilton Garden Inn - Elmira Loan CRF
84 1 Sun City West Plaza Loan CRF
86 1 Hostess Building Loan CRF
89 1 0000 Xxxxxx Xxxxx Loan CRF
93 1 AmeriSuites (Hyatt Place) Hotel Xxxxxxx Xxxxxx Loan CRF
94 1 Demag Industrial Loan CRF
95 1 American Self Storage Loan CRF
97 2 Southern Cove Apartments Loan CRF
99 1 Vineyard Plaza Loan CRF
100 1 Radisson Fee Interest Loan CRF
101 2 Hillwood Apartments Loan CRF
104 1 Xxxxxxx Portfolio Loan CRF
104.1 1 1772 Self Storage Property CRF
104.2 1 Xxxxxxx Park Self Storage Property CRF
104.3 1 0000 Xxxxx 0 Xxxxxxxx XXX
104.4 1 000 Xxxxxx Xxxx Property CRF
104.5 1 0 Xxxxxxxxx Xxxx Xxxxx Property CRF
109 1 Cypress Station Shopping Center Loan CRF
000 0 Xxxxxxxxx - Xxxxx Xxxx, XX Loan CRF
111 1 Xxxxxxx Marketplace Loan CRF
114 1 Sienna Gardens Loan CRF
115 1 III United Plaza Loan CRF
116 1 Country Club Village Loan CRF
118 1 Rite Xxxx Holding Company Loan CRF
119 1 Xxxxxx Point Village Retail Loan CRF
120 1 Heinz Distribution Center Loan CRF
121 2 Eastmark at Wolfpen Apart Loan CRF
127 1 El Dorado Plaza Loan CRF
129 1 Briar Hills Office Building Loan CRF
130 2 Willow Green Loan CRF
132 1 Hampton Inn Loveland Loan CRF
138 1 Santa Xxxxxx Xxxx Street and Burbank Properties Loan CRF
138.1 1 Burbank Property CRF
138.2 0 Xxxxx Xxxxxx Xxxx Xxxxxx Property CRF
139 1 Walgreens - Sunset & Western Loan XXX
000 0 Xxxxxxxxx Xxxxxxxxxx - Xxx Xxxxx Loan CRF
144 1 Walgreens - Aurora IL Loan CRF
148 1 Santee Alley Loan CRF
150 1 Xxxx Blackstone Center Loan CRF
153 2 Xxxxxx - Autumn Hills Apartments Loan XXX
000 0 Xxxxxx - Xxxx Xxxxxx Apartments Loan CRF
155 2 Xxxxxx - Sandpiper Apartments Loan CRF
156 1 Expo Center Loan CRF
168 1 Rouses Market Place Shopping Center Loan CRF
171 1 Greenville Village MHP Loan CRF
173 1 Xxxxxxx Plaza Loan CRF
175 2 Dauphine Apartments Loan CRF
176 1 Mountain Vista Plaza Loan CRF
181 2 Apple Valley Apartments Loan CRF
183 1 Comfort Suites SouthHaven Loan CRF
185 1 Xxxxxx Xxxxxx Industrial Loan CRF
188 1 Mesa Ridge Loan CRF
201 1 Hampton Inn Livermore Loan CRF
204 1 Milpitas Retail Loan CRF
205 2 222 S Tower Drive Apartments Loan CRF
207 1 Fruitville Crossing Shopping Center Loan CRF
209 2 The Lakes Apartments Loan CRF
213 1 0000 Xxxxxx Xxxxx Loan CRF
217 1 Xxxxxxx Medical Center Loan CRF
226 1 Holiday Inn Express Vicksburg Loan CRF
228 1 Land Oak Office Loan CRF
231 1 Vine Village Retail Loan CRF
232 1 East Sunrise Retail - Sayville Loan CRF
234 1 Esplanade Loan CRF
235 2 JoPa Mobile Home Community Loan CRF
236 1 Staples Mill Business Center Loan CRF
237 1 Fairfield Inn Pearl Loan CRF
238 2 Pasadena Los Xxxxxx Apts Loan CRF
239 1 Somerset Xxxxxxx Loan CRF
000 0 Xxxxxx'x Xxxxxx - Xxxxx, XX Loan CRF
242 2 Waterside Apartments - Xxx Xxxx Loan CRF
244 2 Cloverdale Apartments2 Loan CRF
248 2 Xxxxxxx City Apartments Loan CRF
249 1 Bristol Palms Loan CRF
251 1 0000 Xxxxxxxxxxx Xxxxxx Loan CRF
252 1 Lomita Plaza Loan CRF
253 1 Highland Oaks Apartments & Mall Loan CRF
253.1 1 Highland Oaks Apartments Property CRF
253.2 0 Xxxxxxxx Xxxx Xxxx Property CRF
254 2 Windsor Place Townhomes Loan CRF
255 1 Comfort Suites Monroe Loan CRF
256 1 UCLA Medical Office Loan CRF
257 1 Trane Warehouse Loan CRF
258 1 Retreat Village Shopping Center Loan CRF
259 2 Xxxxxxx Court Apartments Loan CRF
261 2 Xxxxxxxx Independent Living Loan CRF
262 2 4750 Xxxxxxxxx Loan CRF
000 0 Xxxxx Xxxxxx Retail Loan CRF
000 0 Xxxxxxxxx Xxxxxx Apartments Loan CRF
267 1 Comfort Inn Bossier Loan CRF
274 2 Hull Student Housing Loan CRF
277 1 Mountain View Retail Center Loan CRF
279 1 Regal Storage Loan CRF
280 1 Hampton Inn Monroe Loan CRF
282 1 Xxxxxxx Blvd. Retail Center Loan CRF
286 1 Xxxxxx Lake Center Loan CRF
287 2 French Quarter Apartments Loan CRF
288 1 CVS - Fort Washington, MD Loan CRF
289 1 HGH Properties Loan CRF
293 2 Roosevelt Townhomes Loan CRF
294 1 Long Beach Two Tenant Retail Loan CRF
296 1 CVS - Frederick, MD Loan CRF
297 1 Greenspring Valley Office Center Loan CRF
298 2 Oxnard Apartments Loan CRF
300 1 Bradenton Self Storage Loan CRF
303 1 Xxxxxxx Village Shopping Center Loan CRF
304 1 GSA Chicago Heights Loan CRF
305 1 0000 X. Xxxxxx Xxxx Loan CRF
306 1 La Quinta Pearl Loan CRF
307 1 Xxxxxxx Highway Shopping Center Loan CRF
308 2 Woodlands Apts Warner Xxxxxxx Loan CRF
309 1 Candlestick Park MHP Loan CRF
310 1 Braes North Shopping Center Loan CRF
311 1 Yakima Office Building Loan CRF
313 1 Xxxxxxx Shopping Center Loan CRF
316 1 EDC Building Loan CRF
317 2 Shadow Park Apartments Loan CRF
320 1 Neighborhood Storage Loan CRF
323 1 Buffalo Wild Wings Loan CRF
324 1 Garden Center Loan CRF
325 1 Starbucks-Chipotle Loan CRF
326 2 Xxxxxx Xxxxx Loan CRF
Property
Loan # Type Street Address
------ -------------------- -------------------------------------------------------------------
2 Retail 0000-0000 Xxxxxxx Xxx
7 Retail 0000-0000 Xxxx Xxxxxxxx Xxxx
11 Retail Various
11.01 Retail 000 Xxxxx Xxxx Xxxxxxxxx
11.02 Retail 0000 Xxxxxxx Xxxx
11.03 Retail 0000 Xxxxxxx 00
11.04 Retail 0000 Xxxxxxxxxxxx Xxxx
11.05 Retail 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx
11.06 Retail 000 Xxxxxx Xxxx Xxxx
11.07 Retail 0000 Xxxxxxx Xxxxx
11.08 Retail 0000 Xxxxxx Xxxxxx Xxxx
11.09 Retail 000 Xxxxxxxxx Xxxx
11.10 Retail 0000 Xxxx Xxxxxx Xxxx
11.11 Retail 0000 Xxxxxxx 00 Xxxxx
11.12 Retail 0000 Xxxxx Xxxx Xxxx
11.13 Retail 0000 Xxxx Xxxxx Xxxxxxx
11.14 Retail 0000 Xxxxxxx Xxxx
11.15 Retail 0000 Xxxx Xxxxxx Xxxxxxxxx
11.16 Retail 0000 Xxxxxxxxx Xxxx
11.17 Retail 0000 Xxxxxx Xxxxxx Xxxx
11.18 Retail 0000 Xxxxxxx 00 (Xxxxxxxx)
11.19 Retail 000 Xxxxx Xxxxxx Xxxxxx
11.20 Retail 000 Xxxxxxxxx Xxxxx
11.21 Retail 0000 Xxxxx Xxxxxx Xxxx
11.22 Retail 000 Xxxxxxxx Xxxxxxx
11.23 Retail 0000 Xxxxxx Xxxxxx Xxxx
11.24 Retail 000 Xxxxxxxxxx Xxxxxx
11.25 Retail 000 Xxxx Xxxxxx Xxxxxxxxx
11.26 Retail 0000 Xxxxxxxxxx Xxxxx Xxxxx
11.27 Retail 0000 Xxx Xxxxxxxx Xxxxxxx
11.28 Retail 0000 Xxxxxxx Xxxx Xxxx
11.29 Retail 0000 Xxxx Xxxx Xxxxxx
11.30 Retail 0000 Xxxx Xxxxx Xxxxxx
11.31 Retail 0000 Xxxxx Xxxxxxxx Xxxxxx
11.32 Retail 0000 Xxxxxxx 000
11.33 Retail 0000 Xxxxxxx 00
11.34 Retail 0000 Xxxxxxx 0
11.35 Retail 0000 Xxxxxx Xxxxxx Xxxx
11.36 Retail 0000 Xxxxxx Xxxxx
11.37 Retail 0000 Xxxx Xxxx
11.38 Retail 000 Xxxxxxxx X Xxxxxx
11.39 Retail 000 Xxxx Xxxxxxx
11.40 Retail 0000 Xxxx'x Xxx Xxxx
11.41 Retail 0000 Xxxxxxx Xxxxxx
11.42 Retail 000 Xxxxx Xxxxxxx 000
11.43 Retail 000 Xxxxxxxxx Xxxxxxx
11.44 Retail 0000 Xxxxxxxxxx Xxxxxxx
11.45 Retail 0000 Xxxxxx Xxxxxxx
11.46 Retail 000 Xxxxxxx Xxxxxxx
11.47 Retail 0000 Xxxxx Xxxxx Xxxxx Xxxx
11.48 Retail 0000 Xx. Xxxxxx Xxxx
11.49 Retail 0000 Xxxxx Xxxxx Xxxx
11.50 Retail 000 Xxxx Xxxxxxx Xxxxxx
11.51 Retail 0000 Xxxxxxxxxxx Xxxxxxx
11.52 Retail 0000 Xxxxxx Xxxxx Xxxx
11.53 Retail 000 Xxxxxx X Xxxxxx Xxxxxxxxx
11.54 Retail 0000 Xxxxx Xxxxxxxxx Xxxx
11.55 Retail 000 Xxxxxxx Xxxxxx Xxxxxxxxx
11.56 Retail 000 Xxxxxx XxXxxx Xxxxxxxxx
11.57 Retail 1161 Xxxxx De Xxxx
11.58 Retail 000 Xxxxxxxx Xxxxxx
11.59 Retail 0000 Xxxxxxxxx Xxxxxx
11.60 Retail 0000 Xxxxxxx 000 Xxxxxxxxx
11.61 Retail 0000 Xxxxxxxxxxx Xxxxxxx
11.62 Retail 000 Xxxxx Xxxx Xxxxxx
12 Retail 0-000 Xxxxx Xxxxxxx
00 Xxxxxx 0000 Xxxxxxxx Medical Drive
15 Mixed Use 000 Xxx Xxxxxx
19 Hospitality 0000 Xxxxx Xxxxxx
21 Mixed Use 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx,
5463-5471 East Xxxxxx Street,
4112-4190, 4103-4195 Viking Way,
5412-5422, 0000 Xxxxxxx Xxxx
00 Mixed Use 1315 and 0000 Xxxxxxx Xxxxxxxxx
29 Multifamily 000 Xxxx Xxxxxxx Xxxxxxxxx
30 Multifamily 0000 Xxxxx 00xx Xxxxxx
31 Multifamily 0000 Xxxxxxx Xxxxx
33 Retail 6315 - 0000 Xxxxx Xxxxxxx Xxxxxxxxx
36 Retail 0000 Xxxxx Xxxxxxxxxx Xxxx & 0000 Xxxx Xxxxxxxx Xxxx
38 Retail 7723-7851 Xxxxxx Valley Boulevard
39 Office Various
39.1 Office 000 Xxxxx Xxxx Xxxxxx
39.2 Office 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
39.3 Office 000 Xxxxxx Xxxxx
40 Retail 311, 351 & 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx and
1130 & 0000 Xxxx Xxxxxxxx Xxxxxxx
43 Multifamily 000 00xx Xxxxxx XX
44 Mixed Use 0000 Xxxxxx Xxxxx
45 Retail 18541-18645 Xxxxx Xxxxxxxxx
00 Hospitality 000 Xxxx Xxxxxxx Xxxxxx and 000 Xxxx Xxxxxxx Xxxxxx
50 Multifamily 0000 Xxxxxxxx Xxxxxx
55 Office 000 Xxxx 000xx Xxxxxx
56 Manufactured Housing 00 Xxxxxx Xxxx
57 Hospitality 0000 Xxxxxxxxx 00xx Xxxxxx
58 Multifamily 000 Xxxxxxx Xxxxxx
64 Multifamily 0000 Xxxx Xxxxxxxx Xxxxxx
65 Various Various
65.1 Office 000 Xxxxxxxxx Xxxxxxxxx
65.2 Office 0000 Xxxxxxxxxx Xxxxxxx Xxx
65.3 Multifamily 000-000 Xxxxxxx Xxxx Xxxxxx
65.4 Retail 0000 Xxxx Xxxxxxxxxxx Xxxx
65.5 Mixed Use 00 Xxxx Xxxx Xxxxxx
65.6 Mixed Use 0000 Xxxxxxxxxxxx Xxxx
65.7 Retail 000 Xxxxx Xxxx Xxxxxx
65.8 Retail 0000 Xxxxx Xxxxx Xxxxxxxxx
66 Hospitality Various
66.1 Hospitality 000 Xxxxx Xxxxxxx 89
66.2 Hospitality 000 Xxxxxxxxxxx Xxxx
66.3 Hospitality 000 Xxxx Xxxxxxxx Xxxxxx
72 Retail 0000 Xxxxx Xxxxxxxx Xxxxxxx
73 Retail 14148-14150 North 100th Xxxxxx
00 Xxxxxxxxxx 00000X & 18008B North Black Canyon Xxxxxxx
00 Xxxxxxxxxx 0000 Xxxx Xxxxxx
00 Self Storage Various
79.1 Self Storage 0000 Xxxxxxxxxx Xxxx
79.2 Self Storage 0000 Xxx Xxxxxxxx Xxxx
80 Hospitality 00 Xxxxx Xxxx
84 Retail 00000 Xxxx Xxxxxx Xxxxxxxxx
86 Retail 000 00xx Xxxxxx
89 Office 0000 Xxxxxx Xxxx
93 Hospitality 000 Xxxxxxx Xxxxx
94 Industrial 00000 Xxxxxxx Xxxxx
95 Self Storage 000 Xxxxxxxx Xxxxxx
97 Multifamily 0000 Xxxx Xxxxxx Xxxx
99 Retail 0000-0000 Xxxx 0xx Xxxxxx
100 Land 0000 Xxxxx Xxxxxx Xxxxxx
101 Multifamily 0 Xxxxxx Xxxxx
104 Various Various
104.1 Self Storage 0000 Xxxxx 0
104.2 Self Storage 000 Xxxxxx Xxxx
104.3 Retail 0000 Xxxxx 0
104.4 Office 000 Xxxxxx Xxxx
104.5 Office 0 Xxxxxxxxx Xxxx Xxxxx
109 Retail 211- 000 XX Xxxx 1960 West
110 Retail 0000 Xxxx Xxxxx Xxxxxxxxx
111 Retail 0000-0000 0xx Xxxxxx
114 Xxxxxx 0000 Xxxx Xxxxxx Xxxxx
000 Xxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx
116 Retail 0000 Xxxxxxx Xxxx Xxxxx
118 Office 0000 Xxxxx Xxxxx Xxxxx
119 Retail 305 & 000 Xxxxxx Xxxxx Xxxx
120 Industrial 0000 X Xxxxxx Xxxxxxxxx
121 Multifamily 0000 Xxxxxxx Xxxx Xxxx
127 Retail 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
129 Office 0000 Xxxxxxx 0 Xxxxx
130 Manufactured Housing 0000 Xxxx Xxxxx Xxxxxxx Xxxx
132 Hospitality 0000 Xxxxx Xxxxx Xxxxxx
138 Various Various
138.1 Mixed Use 000-000 Xxxxx Xxx Xxxxxxxx Xxxx and
000 Xxxx Xxxxxx Xxxxx Xxxxxx
138.2 Retail 2708, 2712 & 0000 Xxxx Xxxxxx
139 Retail 0000 Xxxx Xxxxxx Xxxxxxxxx
140 Multifamily 0000 Xxxxx Xxxxxxx Xxxxxx
144 Retail 0000 Xxxxx Xxxxxxxxxx Xxxxxx
148 Retail 1152, 1154, 0000 Xxxxxx Xxxxxx
150 Retail 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxx
153 Multifamily 0000 Xxxx Xxxxxx Xxxx
154 Multifamily 0000 Xxxxx Xxxx
155 Multifamily 000 Xxxxxxxxx Xxxx
156 Retail 0000 Xxxxxxxx Xxxxxxx
168 Retail 0000 Xxxx Xxxxxxxx Approach
171 Manufactured Housing 0000 Xxxxxxxxxx Xxxx Xxxx
000 Retail 0000-0000 Xxxxx Xxxxxxx Xxxxxxx
175 Multifamily 0000 Xxxx Xxxxxxxx Xxxxxx
176 Retail 0000 Xxxx Xxxxxx Xxxxxx
181 Multifamily 0000 Xxxxx Xxxxxx Xxxxx
183 Hospitality 0000 Xxxxx Xxxxx
185 Industrial 0000 Xxxxxxxxxx Xxxx
000 Office 0000 Xxxx Xxxxx Xxxx
201 Hospitality 0000 Xxxxxxxxxxxx Xxxxx
204 Retail 301- 000 Xxxxx Xxxxxx Xxxxxx
205 Multifamily 000-000 Xxxxx Xxxxx Xxxxx
207 Retail 1950 - 0000 Xxxxxxxxxx Xxxx
209 Multifamily 0000 Xxxx Xxxxxx Xxxxxx
213 Industrial 0000 Xxxxxx Xxxxx
217 Office 00 Xxxxx Xxxx
226 Hospitality 0000 Xxxxx Xxxxxxxx Xxxx
228 Office 10241 & 10307-10341 Kingston Pike
231 Retail 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx
232 Retail 0000 Xxxxxxx Xxxxxxx
234 Mixed Use 35 - 325 Date Palm Drive
235 Manufactured Housing 0000 Xxxxxx Xxx
236 Industrial 0000-0000 Xxxxxxxxx Xxxx
237 Hospitality 000 Xxxxxxxxx Xxxxx
238 Multifamily 000 Xxxxx Xxx Xxxxxx Xxxxxx
239 Manufactured Housing 0000 Xxxx Xxxxx Xxxxxx
241 Retail 000 XX Xxxxxxx 00
242 Multifamily 0000 00xx Xxxxxx Xxxxx
244 Multifamily 000 Xxxxx Xxxxxxxxxx Xxxxxx
248 Multifamily 3000, 3002, 3006, 0000 Xxxxx Xxxx Xxxxxx
249 Retail 0000 Xxxxx Xxxxxxx Xxxxxx
251 Retail 0000-0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx
252 Retail 0000-0000 Xxxxxx Xxxxxxxxx
253 Various Various
253.1 Multifamily 501-516 & 518, 520, 522, 524, 526, 528, 530, 532, and 000 Xxxx Xxxx
253.2 Retail 000 Xxxx Xxxxx
254 Multifamily 0 Xxxxxxx Xxxxx
255 Hospitality 0000 Xxxxxx Xxxxxx Xxxx Xx. Xxxxx
000 Xxxxxx 0000-0000 Xxxxxx Xxxxxx
257 Industrial 00000 Xxx Xxxx Xxxxx
258 Retail 000 Xxxxxxx Xxxx
259 Multifamily 000 Xxxx Xxxxxx
261 Multifamily 000 Xxxx Xxxx Xxxxxx
262 Multifamily 0000 Xxxxxxxxx Xxxxxxxxx
264 Retail 000 Xxxxx Xxxxxx
265 Multifamily 00000 Xxxxxxxxx Xxxxxx
267 Hospitality 0000 Xxxxx Xxxxxx
274 Multifamily 1416-1428 Xxxxxxx Xxxx xxx 0000 Xxxxx Xxxxxxxx
277 Retail 28014-28030 Seco Xxxxxx Xxxx
000 Self Storage 0000 XX 0000 Xxxx
280 Hospitality 1407 Xxxxxx Xxxxxx Xxxx Xx. Drive
282 Retail 0000 Xxxx Xxxxxxx Xxxxxxxxx
286 Retail 0000 Xxxxxxxxxx Xxxxxxx
287 Multifamily 0000 Xxxxx Xxxxxxx Xxxxxx
288 Retail 0000 Xxxx Xxxx Xxxx
289 Retail 0000-0000 Xxxxx Xxxxxx Xxxxxx
293 Multifamily 00000 Xxxxxxxxx Xxx Xxxxxxxxx
000 Retail 5094 East Los Coyotes Diagonal
296 Retail 0000 Xxxxxxx Xxxx
297 Office 0000 Xxxxxxxxxxxx Xxxx
298 Multifamily 14023-14027 Xxxxxx Xxxxxx
000 Self Storage 0000 Xxxxxxx Xxxxxx Xxxx
000 Retail 0000 Xxxxxxx Xxxxxxx
000 Xxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
305 Retail 0000 Xxxx Xxxxxx Xxxx
306 Hospitality 000 Xxxxx Xxxxxxx Xxxx
307 Retail 0000 Xxxxxxx Xxxxxxx
308 Multifamily 000 Xxxxxx Xxxxx
309 Manufactured Housing 000 Xxxxxxxxxx Xxxx
310 Retail 9150 Chimney Rock
311 Office 1240 Ahtanum Ridge Business Park
313 Retail 0000 Xxxxx Xxxxxxx 000
316 Industrial 0000-0000 Xxxxxxxxx Xxxxxx
317 Multifamily 0000 00xx Xxxxxx
320 Self Storage 0000 Xxxxx 000 Xxxx
323 Retail 000 Xxxxx Xxxx Xxxx
324 Retail 0000 Xxxxxxx Xxxxxxx Xxxx
325 Retail 0000 Xxxxx Xxxxxx Xxxxxx
326 Multifamily 00000 Xxxxxxx Xxxxxx
Cut-Off Date Original Monthly P&I Debt
Loan # City County State Zip Code Balance ($) Balance ($) Service ($)
------ ----------------- -------------------- ------- -------- ------------ ----------- ----------------
2 Calabasas Xxx Xxxxxxx XX 00000 101,500,000 101,500,000 476,401.53
0 Xxx Xxxxx Xxxxx XX 00000 40,000,000 40,000,000 196,555.56
11 Various Various Various Various 33,000,000 33,000,000 219,295.30
11.01 Xxxxxxx Xxxxxx XX 00000 794,867 794,867
11.02 Xxxxxxxx Xxxx XX 00000 791,609 791,609
11.03 Xxxxxxxxxxxx Xxxxxx XX 00000 772,063 772,063
11.04 Xxxxxxx Xxxxxx XX 00000 719,941 719,941
11.05 Norcross Xxxxxxxx XX 00000 713,425 713,425
11.06 Woodstock Xxxxxxxx XX 00000 710,168 710,168
11.07 Lithia Springs Xxxxxxx XX 00000 700,395 700,395
11.08 Xxxxxxx Xxxx XX 00000 697,137 697,137
11.09 Xxxx Xxxxx Xxxxxx XX 00000 697,137 697,137
11.10 Xxxxx Xxxx Xxxxxx XX 00000 687,364 687,364
11.11 Xxxxxxx Xxxx Xxxxxxx XX 00000 687,364 687,364
11.12 Xxxxxxxxxxx Xxxxxxx XX 00000 684,107 684,107
11.13 Xxxx Xxxxx Xxxxxx XX 00000 680,849 680,849
11.14 Xxxxxxx Xxxxxx XX 00000 661,303 661,303
11.15 Flowery Xxxxxx Xxxx XX 00000 661,303 661,303
11.16 Xxxxxxxxxx Xxxxxxxx XX 00000 651,530 651,530
11.17 Xxxxxxxxxx Xxxxxxxx XX 00000 651,530 651,530
11.18 Xxxxxxxxxxxx Xxxxxxx XX 00000 648,273 648,273
11.19 Xxxxxxxx Xxxxxx XX 00000 622,211 622,211
11.20 Xxxxxxx Xxxxxx XX 00000 615,696 615,696
11.21 Conyers Xxxxxxxx XX 00000 612,438 612,438
11.22 Xxxxxx Xxxxxxxx XX 00000 602,665 602,665
11.23 Xxxxxxx Xxxxxx XX 00000 589,635 589,635
11.24 Xxxxxxx Xxxxxx XX 00000 576,604 576,604
11.25 Xxxxxxx Xxxxxx XX 00000 573,347 573,347
11.26 Xxxxxxx Xxxxxx XX 00000 573,347 573,347
11.27 Xxxxxxx Xxxx Xxxxxx XX 00000 557,058 557,058
11.28 Xxxxxxxxxx Xxxxxxxx XX 00000 557,058 557,058
11.29 Dothan Xxxxxxx XX 00000 553,801 553,801
11.30 Dothan Xxxxxxx XX 00000 553,801 553,801
11.31 Xxxxxxxxxxxxx Xxxxxxx XX 00000 550,543 550,543
11.32 Xxxxxxxxx Xxxxxxx XX 00000 537,512 537,512
11.33 Xxxxxx Xxxxx Xxxxx XX 00000 530,997 530,997
11.34 Xxxxxxxxxxxx Xxxxxxx XX 00000 524,482 524,482
11.35 Cumming Xxxxxxx XX 00000 524,482 524,482
11.36 Xxxxxxx Xxxxxx XX 00000 504,936 504,936
11.37 Xxxxxxxx Xxxx XX 00000 498,420 498,420
11.38 Xxxxxxx Xxxxxx XX 00000 498,420 498,420
11.39 Xxxxxxxx Xxxx XX 00000 498,420 498,420
11.40 Xxxxxxxxx Xxxxxxx XX 00000 491,905 491,905
11.41 Xxxxxxxxxxxx Xxxxxxx XX 00000 488,648 488,648
11.42 Cumming Xxxxxx XX 00000 478,875 478,875
11.43 Xxxxxxxxxxx Xxxxxxx XX 00000 478,875 478,875
11.44 Canton Xxxxxxxx XX 00000 472,360 472,360
11.45 Ball Ground Xxxxxxxx XX 00000 469,102 469,102
11.46 Xxxxxxxx Xxxx XX 00000 459,329 459,329
11.47 Xxxxxxx Xxxxxx XX 00000 452,814 452,814
11.48 Xxxxxxxxxxx Xxxx XX 00000 452,814 452,814
11.49 Woodstock Xxxxxxxx XX 00000 420,237 420,237
11.50 Xxxxxx Xxxxxxx XX 00000 410,464 410,464
11.51 Ringgold Xxxxxxx XX 00000 384,403 384,403
11.52 Xxxxxxxx Xxxx XX 00000 374,630 374,630
11.53 Xxxxxxx Xxxxxx XX 00000 371,372 371,372
11.54 Xxxxxxxx Xxxxxx XX 00000 355,084 355,084
11.55 Xxxxxxx Xxxxxx XX 00000 338,796 338,796
11.56 Rome Xxxxx XX 00000 325,765 325,765
11.57 Xxxxxxx Xxxxxx XX 00000 315,992 315,992
11.58 Xxxxxxx Xxxxxx XX 00000 296,446 296,446
11.59 Xxxxxxx Xxxx XX 00000 280,158 280,158
11.60 White Xxxxxx XX 00000 237,808 237,808
11.61 Xxxxxxxxxxx Xxxxxx XX 00000 205,232 205,232
11.62 Xxxxxxxxx Xxxxxx XX 00000 172,656 172,656
00 Xxxxx Xxxxx XX 00000 32,900,000 32,900,000 158,043.38
00 Xxxxxxxxx Xxxxxxxxxxx XX 00000 32,900,000 32,900,000 155,674.12
00 Xxxxxx Xxxx Xxxxxx XX 0000 27,500,000 27,500,000 130,705.21
00 Xxxxxx Xxxxxx XX 00000 25,777,126 25,800,000 150,397.94
00 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 23,400,000 23,400,000 113,795.50
00 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 18,600,000 18,600,000 90,452.83
00 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 18,000,000 18,000,000 95,770.00
30 Xxxxxxx Xxxxxxxx XX 00000 17,800,000 17,800,000 85,506.75
00 Xxxxxxx Xxxxxx XX 00000 17,290,000 17,290,000 107,009.13
00 Xxx Xxxxx Xxxxx XX 00000 17,150,000 17,150,000 99,212.87
36 Xxxx Xxxxxxxx XX 00000 16,000,000 16,000,000 76,860.00
38 Xxxxxx Xxxxxxx XX 00000 15,800,000 15,800,000 74,025.19
39 Various Various Various Various 15,500,000 15,500,000 71,700.42
39.1 Xxxxxx Xxxxxxx XX 00000 6,300,000 6,300,000
39.2 Xxxxxx Xxxxxxxxxx XX 00000 6,000,000 6,000,000
39.3 Xxxxx Xxxxxx XX 00000 3,200,000 3,200,000
40 Brea Xxxxxx XX 00000 15,150,000 15,150,000 73,752.30
00 Xxxxxx Xxxx XX 00000 14,700,000 14,700,000 69,992.42
00 Xxxxxx Xxxxxx XX 00000 14,650,000 14,650,000 83,532.79
00 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 14,600,000 14,600,000 67,908.25
00 Xxxxxxxxxxx Xxxxxxxx XX 00000 14,237,172 14,250,000 82,526.54
00 Xxx Xxxxx Xxxxx XX 00000 14,200,000 14,200,000 68,610.26
55 Xxxxxx Xxxxxxxx XX 00000 13,800,000 13,800,000 66,291.75
00 Xxxxxxxxxxx Xxxxx Xxxx XX 00000 13,750,000 13,750,000 66,168.06
00 Xxxxxxxxxxx Xxxxxxx XX 00000 13,700,000 13,700,000 81,189.58
00 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 13,350,000 13,350,000 61,641.77
00 Xxxxx Xxxxxxxx Xxxxxx XX 00000 12,100,000 12,100,000 58,125.38
65 Various Various Various Various 12,000,000 12,000,000 71,714.78
65.1 Westminster Xxxxxxx XX 00000 3,405,000 3,405,000
65.2 Xxxxxxxx Xxxxxxx XX 00000 2,380,000 2,380,000
65.3 Xxxxxxxxxxx Xxxxx XX 00000 1,750,000 1,750,000
65.4 Xxx Xxx Xxxxxxx XX 00000 1,230,000 1,230,000
65.5 Xxxxxxxxxxx Xxxxxxx XX 00000 1,115,000 1,115,000
65.6 Xxxxxxxxxx Xxxxxxxxx XX 00000 930,000 930,000
65.7 Xxxxxxxxxx Xxxx XX 00000 600,000 600,000
65.8 Xxxxxxxxx Xxxxxxxxx XX 00000 590,000 590,000
66 Various Various Various Various 11,875,352 11,900,000 93,714.53
66.1 Jackson Xxxxx XX 00000 6,027,489 6,040,000
66.2 Xxxx Xxxx XX 00000 3,293,165 3,300,000
66.3 Coeur d'Alene Xxxxxxxx XX 00000 2,554,698 2,560,000
00 Xxx Xxxxx Xxxxx XX 00000 11,130,000 11,130,000 62,865.29
73 Xxxxxxxxxx Xxxxxxxx XX 00000 11,000,000 11,000,000 67,764.67
75 Xxxxxxx Xxxxxxxx XX 00000 10,900,000 10,900,000 62,712.14
00 Xxxxxxxxx XxXxxxx XX 00000 10,280,000 10,280,000 59,860.74
79 Various Allegheny PA Various 10,100,000 10,100,000 64,771.61
79.1 Xxxxxxxxxxx Xxxxxxxxx XX 00000 5,600,000 5,600,000
79.2 Xxxxxxxxxx Xxxxxxxxx XX 00000 4,500,000 4,500,000
80 Xxxxxxxxxx Xxxxxxx XX 00000 10,091,022 10,100,000 58,812.60
00 Xxx Xxxx Xxxx Xxxxxxxx XX 00000 9,520,000 9,520,000 44,231.51
00 Xxxxxxx Xxxxxx XX 0000 9,500,000 9,500,000 45,152.71
89 Sacramento Xxxxxxxxxx XX 00000 9,200,000 9,200,000 43,960.67
93 Morrisville Xxxx XX 00000 9,000,000 9,000,000 51,951.22
94 Xxxxxxxxxxxx Xxxxxxxx XX 00000 9,000,000 9,000,000 52,236.04
00 Xxxxxx Xxxxxx Xxxxxxxx XX 00000 8,964,060 9,000,000 54,133.26
00 Xxx Xxxxx Xxxxx XX 00000 8,800,000 8,800,000 42,720.33
00 Xxxxxxx Xxx Xxxxxxxxxx XX 00000 8,500,000 8,500,000 48,475.60
100 Xxxxxxx Xxxxxxxx XX 00000 8,400,000 8,400,000 39,426.33
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 8,250,000 8,250,000 47,507.28
000 Xxxxxxx Xxxxxxxx XX 00000 8,000,000 8,000,000 47,912.62
000.0 Xxxxxxx Xxxx Xxxxxxxx XX 00000 2,940,000 2,940,000
104.2 Xxxxxxx Xxxx Xxxxxxxx XX 00000 2,110,000 2,110,000
104.3 Xxxxxxx Xxxx Xxxxxxxx XX 00000 1,340,000 1,340,000
104.4 Xxxxxxx Xxxx Xxxxxxxx XX 00000 910,000 910,000
104.5 Halfmoon Xxxxxxxx XX 00000 700,000 700,000
000 Xxxxxxx Xxxxxx XX 00000 7,900,000 7,900,000 46,504.52
000 Xxxxx Xxxx Xxx Xxxxxxx XX 00000 7,700,000 7,700,000 38,293.60
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 7,660,000 7,660,000 42,448.99
114 Xxxxxxx Xxxxxx XX 00000 7,549,801 7,560,000 41,594.16
000 Xxxxx Xxxxx Xxxx Xxxxx Xxxxx XX 00000 7,520,000 7,520,000 35,741.93
000 Xxxxxx Xxxxxx XX 00000 7,500,000 7,500,000 36,282.29
000 Xxxxxxxxx Xxxxxxxxx XX 00000 7,500,000 7,500,000 43,815.62
000 Xxxxxxx Xxxxxxxx XX 00000 7,400,000 7,400,000 43,043.47
000 Xxxxx Xxxxxx Xxxx XX 00000 7,400,000 7,400,000 36,676.25
000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 7,386,582 7,400,000 44,557.22
000 Xx Xxxxxx Xxxxxxxx XX 00000 7,200,000 7,200,000 41,606.50
000 Xxxxxxx Xxxxxx XX 00000 7,150,000 7,150,000 41,272.36
000 Xxxxxxx Xxxxxx XX 00000 7,100,000 7,100,000 40,759.61
000 Xxxxxxxx Xxxxxxx XX 00000 7,000,000 7,000,000 40,053.21
000 Xxxxxxx Xxx Xxxxxxx XX Various 6,600,000 6,600,000 38,193.58
138.1 Burbank Xxx Xxxxxxx XX 00000 3,486,792 3,486,792
138.2 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 3,113,208 3,113,208
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 6,570,000 6,570,000 33,397.50
000 Xxx Xxxxx Xxxxx XX 00000 6,491,231 6,500,000 35,762.17
000 Xxxxxx Xxxx XX 00000 6,250,000 6,250,000 30,711.81
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 5,988,068 6,000,000 32,733.74
000 Xxxxxx Xxxxxx XX 00000 5,938,784 5,950,000 33,178.44
000 Xxxxx Xxxx Xxxxxx XX 00000 5,800,000 5,800,000 27,272.08
000 Xxxxxxx Xxxx XX 00000 5,800,000 5,800,000 27,272.08
000 Xxxxxxxxxxx Xxxxxxxx XX 00000 5,800,000 5,800,000 27,272.08
000 Xxxxxxx Xxxxxx XX 00000 5,760,000 5,760,000 33,833.66
000 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 5,440,000 5,440,000 31,332.88
000 Xxxxxxxxxx Xxx Xxxxxxx XX 00000 5,300,000 5,300,000 31,348.11
000 Xxxxxxxxx Xxxxxxx XX 00000 5,270,000 5,270,000 30,253.96
000 Xxxxx Xxxxxxxxxxxx XX 00000 5,254,685 5,265,000 30,524.73
000 Xxx Xxxxxx Xxxx Xxx XX 00000 5,200,000 5,200,000 25,552.22
000 Xxxxxxxxxxxx Xxxxxx XX 00000 4,995,724 5,000,000 29,592.87
000 Xxxxxxxxx XxXxxx XX 00000 4,966,481 5,000,000 42,300.97
000 Xxxxxxxx Xxxxx XX 00000 4,860,000 4,860,000 28,516.20
000 Xxx Xxxxx Xxx Xxxxx XX 00000 4,800,000 4,800,000 23,424.00
000 Xxxxxxxxx Xxxxxxx XX 00000 4,363,205 4,400,000 40,641.63
000 Xxxxxxxx Xxxxx Xxxxx XX 00000 4,300,000 4,300,000 24,712.52
000 Xxxxxxx Xxxxx Xxx Xxxxxxx XX 00000 4,250,000 4,250,000 20,667.99
000 Xxxxxxxxx Xxxxxxxxx XX 00000 4,191,843 4,200,000 24,456.72
000 XxXxxxx Xxxxxxxx XX 00000 4,100,000 4,100,000 23,215.55
000 Xxxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 4,000,000 4,000,000 23,172.94
000 Xxx Xxxxx Xxxxxxx XX 00000 3,989,149 4,000,000 25,845.46
000 Xxxxxxxxx Xxxxxx XX 00000 3,764,325 3,800,000 37,042.99
000 Xxxxxxxxx Xxxx XX 00000 3,600,000 3,600,000 21,168.98
000 Xxxxxx Xxxxxx Xxxxxx XX 00000 3,596,800 3,600,000 20,962.91
000 Xxxxxxxx Xxxxxxx XX 00000 3,592,829 3,600,000 25,833.07
000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 3,500,000 3,500,000 20,580.95
000 Xxxxxx Xxxxxx XX 00000 3,500,000 3,500,000 20,961.77
000 Xxxxxxxx Xxxxxxx XX 00000 3,493,511 3,500,000 20,849.45
000 Xxxxx Xxxxxx XX 00000 3,466,865 3,500,000 33,901.72
000 Xxxxxxxx Xxx Xxxxxxx XX 00000 3,400,000 3,400,000 16,246.33
000 Xxxxxxx Xxxxx Xxxxx XX 00000 3,400,000 3,400,000 19,510.11
000 Xxxxx Xxxxxxxxxx XX 00000 3,360,000 3,360,000 19,501.45
000 Xx. Xxxxxxxxxx Xxxxxxxx XX 00000 3,356,960 3,360,000 19,416.37
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 3,300,000 3,300,000 19,489.12
000 Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 3,200,000 3,200,000 18,816.87
000 Xxxxx Xxx Xxxxxx XX 00000 3,197,068 3,200,000 18,390.71
000 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 3,100,000 3,100,000 17,137.96
000 Xxxxxx Xxxx Xxx Xxxxxxx XX 00000 3,100,000 3,100,000 17,323.40
000 Xxxxxx Xxxxxxx XX 00000 3,050,000 3,050,000 17,993.20
253.1 Xxxxxx Xxxxxxx XX 00000 1,607,752 1,607,752
253.2 Xxxxxx Xxxxxxx XX 00000 1,442,248 1,442,248
000 Xxxxxxxx Xxxxxxx XX 00000 2,993,691 3,000,000 20,866.03
000 Xxxxxx Xxxxxxxx XX 00000 2,974,912 3,000,000 27,710.21
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,947,707 2,950,000 18,144.48
000 Xxxxxxxxxx Xxxxxxxxxxxx XX 00000 2,947,555 2,950,000 17,686.74
000 Xx. Xxxxxx Xxxxxx Xxxxx XX 00000 2,900,000 2,900,000 18,139.67
000 Xxxxxxxxxx Xxxxxxxxxx Xxxx XX 00000 2,879,651 2,885,000 17,185.90
000 Xxxxx x'Xxxxx Xxxxxxxx XX 00000 2,796,805 2,800,000 17,951.12
000 Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 2,750,000 2,750,000 15,276.05
000 Xxxxxxxxx Xxxxx XX 00000 2,712,000 2,712,000 15,671.78
000 Xxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000 2,700,000 2,700,000 12,947.25
000 Xxxxxxx Xxxx Xxxxxxx XX 00000 2,683,926 2,700,000 29,907.79
000 Xxxx Xxxxxxx Xxxxxx XX 00000 2,480,000 2,480,000 14,535.69
000 Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,400,000 2,400,000 14,219.92
000 Xxxx Xxxxxxx Xxxxxxxx XX 00000 2,395,707 2,400,000 14,543.87
000 Xxxxxx Xxxxxxxx Xxxxxx XX 00000 2,377,469 2,400,000 23,395.57
000 Xxxxxxxxxx Xxx Xxxxxxx XX 00000 2,300,000 2,300,000 13,305.52
000 Xxxxxxx Xxxxxxxx XX 00000 2,250,000 2,250,000 13,164.71
000 Xxxxx Xxxxxxxxxxxx XX 00000 2,220,641 2,225,000 12,899.81
000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 2,213,031 2,215,000 12,898.01
289 Xxxxxxx Xxxxxx XX 00000 2,200,000 2,200,000 13,303.48
000 Xxxxxxx Xxxx XX 00000 2,147,225 2,150,000 12,057.61
000 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 2,126,350 2,130,000 13,170.24
000 Xxxxxxxxx Xxxxxxxxx XX 00000 2,038,264 2,040,000 12,099.98
000 Xxxxxx Xxxxx Xxxxxxxxx XX 00000 2,000,000 2,000,000 11,671.46
000 Xxx Xxxx Xxx Xxxxxxx XX 00000 2,000,000 2,000,000 9,438.06
000 Xxxxxxxxx Xxxxxxx XX 00000 1,997,274 2,000,000 12,473.58
000 Xxxxxxxx Xxxxxx XX 00000 1,820,000 1,820,000 10,580.59
000 Xxxxxxx Xxxxxxx Xxxx XX 00000 1,800,000 1,800,000 9,302.50
000 Xxxxxxxxx Xxxxxxx XX 00000 1,798,492 1,800,000 10,745.66
000 Xxxxx Xxxxxx XX 00000 1,778,202 1,800,000 19,929.50
000 Xx Xxxxx Xxxxxx XX 00000 1,755,000 1,755,000 10,304.22
000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 1,680,000 1,680,000 9,804.02
000 Xxxxxxxx Xxxxxx XX 00000 1,665,000 1,665,000 14,257.95
000 Xxxxxxx Xxxxxx XX 00000 1,620,000 1,620,000 8,277.55
000 Xxxxx Xxx Xxxxxx XX 00000 1,617,948 1,620,000 9,157.79
000 Xxxxxxx Xxxxxx XX 00000 1,462,241 1,465,000 8,661.35
316 Shoreview Xxxxxx XX 00000 1,320,000 1,320,000 7,863.22
000 Xxxxxxx Xxxxxx Xxxxxxxxxxxxx XX 00000 1,227,500 1,227,500 7,327.95
000 Xxxx Xxxx Xxxx Xxxx Xxxx XX 00000 1,114,114 1,115,000 6,800.11
323 Xxxxxxxx Xxxxxxxx XX 00000 969,000 969,000 6,016.81
000 Xxxxxx Xxxxx Xxxx XX 00000 889,299 890,000 5,445.20
000 Xxxxxxxxx Xxxxxxx XX 00000 873,452 875,000 5,330.75
000 Xxx Xxxx Xxx Xxxxxxx XX 00000 853,337 860,000 5,678.35
Net
Annual P&I Debt Interest Primary Master Trustee and Sub Servicin Admin. Mortgage
Loan # Service ($) Rate % Servicing Fee Servicing Fee Paying Agent Fee Fee Rate Fee % Rate %
------ --------------- -------- ------------- ------------- ---------------- ------------ ------- --------
2 5,716,818.36 5.5400 0.010 0.010 0.00071 0.02071 5.51929
7 2,358,666.72 5.8000 0.010 0.00071 0.0500 0.06071 5.73929
11 2,631,543.60 6.7700 0.010 0.010 0.00071 0.02071 6.74929
11.01
11.02
11.03
11.04
11.05
11.06
11.07
11.08
11.09
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
11.21
11.22
11.23
11.24
11.25
11.26
11.27
11.28
11.29
11.30
11.31
11.32
11.33
11.34
11.35
11.36
11.37
11.38
11.39
11.40
11.41
11.42
11.43
11.44
11.45
11.46
11.47
11.48
11.49
11.50
11.51
11.52
11.53
11.54
11.55
11.56
11.57
11.58
11.59
11.60
11.61
11.62
12 1,896,520.56 5.6700 0.010 0.010 0.00071 0.02071 5.64929
13 1,868,089.44 5.5850 0.010 0.010 0.00071 0.02071 5.56429
15 1,568,462.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929
19 1,804,775.28 5.7400 0.010 0.010 0.00071 0.02071 5.71929
21 1,365,546.00 5.7400 0.010 0.010 0.00071 0.02071 5.71929
27 1,085,433.96 5.7400 0.010 0.010 0.00071 0.02071 5.71929
29 1,149,240.00 6.2800 0.010 0.010 0.00071 0.02071 6.25929
30 1,026,081.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929
31 1,284,109.56 6.2990 0.010 0.010 0.00071 0.0500 0.07071 6.22829
33 1,190,554.44 5.6700 0.010 0.010 0.00071 0.02071 5.64929
36 922,320.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929
38 888,302.28 5.5300 0.010 0.010 0.00071 0.02071 5.50929
39 860,405.04 5.4600 0.010 0.010 0.00071 0.02071 5.43929
39.1
39.2
39.3
40 885,027.60 5.7460 0.010 0.010 0.00071 0.0600 0.08071 5.66529
43 839,909.04 5.6200 0.010 0.010 0.00071 0.02071 5.59929
44 1,002,393.48 6.0000 0.010 0.010 0.00071 0.02071 5.97929
45 814,899.00 5.4900 0.010 0.010 0.00071 0.02071 5.46929
49 990,318.48 5.6800 0.010 0.010 0.00071 0.02071 5.65929
50 823,323.12 5.7030 0.010 0.010 0.00071 0.02071 5.68229
55 795,501.00 5.6700 0.010 0.010 0.00071 0.02071 5.64929
56 794,016.72 5.6800 0.010 0.010 0.00071 0.02071 5.65929
57 974,274.96 5.8920 0.010 0.010 0.00071 0.02071 5.87129
58 739,701.24 5.4500 0.010 0.010 0.00071 0.02071 5.42929
64 697,504.56 5.6700 0.010 0.010 0.00071 0.02071 5.64929
65 860,577.36 5.9700 0.010 0.00071 0.0500 0.06071 5.90929
65.1
65.2
65.3
65.4
65.5
65.6
65.7
65.8
66 1,124,574.36 6.7400 0.010 0.010 0.00071 0.02071 6.71929
66.1
66.2
66.3
72 754,383.48 5.9200 0.010 0.010 0.00071 0.02071 5.89929
73 813,176.04 6.2550 0.010 0.010 0.00071 0.02071 6.23429
75 752,545.68 5.6200 0.010 0.010 0.00071 0.02071 5.59929
78 718,328.88 5.7300 0.010 0.010 0.00071 0.02071 5.70929
79 777,259.32 6.6400 0.010 0.010 0.00071 0.0600 0.08071 6.55929
79.1
79.2
80 705,751.20 5.7300 0.010 0.010 0.00071 0.02071 5.70929
84 530,778.12 5.4840 0.010 0.010 0.00071 0.02071 5.46329
86 541,832.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929
89 527,528.04 5.6400 0.010 0.010 0.00071 0.02071 5.61929
93 623,414.64 5.6500 0.010 0.010 0.00071 0.02071 5.62929
94 626,832.48 5.7000 0.010 0.010 0.00071 0.0350 0.05571 5.64429
95 649,599.12 6.0300 0.010 0.010 0.00071 0.02071 6.00929
97 512,643.96 5.7300 0.010 0.010 0.00071 0.02071 5.70929
99 581,707.20 5.5400 0.010 0.010 0.00071 0.0600 0.08071 5.45929
100 473,115.96 5.5400 0.010 0.010 0.00071 0.02071 5.51929
101 570,087.36 5.6280 0.010 0.010 0.00071 0.02071 5.60729
104 574,951.44 5.9900 0.010 0.010 0.00071 0.02071 5.96929
104.1
104.2
104.3
104.4
104.5
109 558,054.24 5.8300 0.010 0.010 0.00071 0.02071 5.80929
110 459,523.20 5.8700 0.010 0.010 0.00071 0.02071 5.84929
111 509,387.88 5.7600 0.010 0.010 0.00071 0.02071 5.73929
114 499,129.92 5.7000 0.010 0.010 0.00071 0.02071 5.67929
115 428,903.16 5.6100 0.010 0.010 0.00071 0.02071 5.58929
116 435,387.48 5.7100 0.010 0.010 0.00071 0.02071 5.68929
118 525,787.44 5.7600 0.010 0.010 0.00071 0.0350 0.05571 5.70429
119 516,521.64 5.7200 0.010 0.010 0.00071 0.02071 5.69929
120 440,115.00 5.8500 0.010 0.010 0.00071 0.02071 5.82929
121 534,686.64 6.0400 0.010 0.010 0.00071 0.02071 6.01929
127 499,278.00 5.6600 0.010 0.010 0.00071 0.02071 5.63929
129 495,268.32 5.6500 0.010 0.010 0.00071 0.02071 5.62929
130 489,115.32 5.6000 0.010 0.010 0.00071 0.02071 5.57929
132 480,638.52 5.5700 0.010 0.010 0.00071 0.02071 5.54929
138 458,322.96 5.6730 0.010 0.010 0.00071 0.02071 5.65229
138.1
138.2
139 400,770.00 6.0000 0.010 0.010 0.00071 0.02071 5.97929
140 429,146.04 5.7000 0.010 0.010 0.00071 0.02071 5.67929
144 368,541.72 5.8000 0.010 0.010 0.00071 0.02071 5.77929
148 392,804.88 5.6300 0.010 0.010 0.00071 0.02071 5.60929
150 398,141.28 5.8120 0.010 0.010 0.00071 0.02071 5.79129
153 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929
154 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929
155 327,264.96 5.5500 0.010 0.010 0.00071 0.02071 5.52929
156 406,003.92 5.8100 0.010 0.010 0.00071 0.0600 0.08071 5.72929
168 375,994.56 5.6300 0.010 0.010 0.00071 0.02071 5.60929
171 376,177.32 5.8740 0.010 0.010 0.00071 0.02071 5.85329
173 363,047.52 5.6000 0.010 0.010 0.00071 0.02071 5.57929
175 366,296.76 5.6900 0.010 0.010 0.00071 0.02071 5.66929
176 306,626.64 5.8000 0.010 0.010 0.00071 0.02071 5.77929
181 355,114.44 5.8800 0.010 0.010 0.00071 0.02071 5.85929
183 507,611.64 6.0400 0.010 0.010 0.00071 0.02071 6.01929
185 342,194.40 5.8000 0.010 0.010 0.00071 0.0350 0.05571 5.74429
188 281,088.00 5.7600 0.010 0.010 0.00071 0.02071 5.73929
201 487,699.56 5.9800 0.010 0.010 0.00071 0.02071 5.95929
204 296,550.24 5.6100 0.010 0.010 0.00071 0.02071 5.58929
205 248,015.88 5.7400 0.010 0.010 0.00071 0.02071 5.71929
207 293,480.64 5.7300 0.010 0.010 0.00071 0.02071 5.70929
209 278,586.60 5.6900 0.010 0.010 0.00071 0.02071 5.66929
213 278,075.28 5.6830 0.010 0.010 0.00071 0.02071 5.66229
217 310,145.52 6.0300 0.010 0.010 0.00071 0.02071 6.00929
226 444,515.88 5.9800 0.010 0.010 0.00071 0.02071 5.95929
228 254,027.76 5.8200 0.010 0.010 0.00071 0.02071 5.79929
231 251,554.92 5.7300 0.010 0.010 0.00071 0.02071 5.70929
232 309,996.84 6.0200 0.010 0.010 0.00071 0.02071 5.99929
234 246,971.40 5.8200 0.010 0.010 0.00071 0.02071 5.79929
235 251,541.24 5.9900 0.010 0.010 0.00071 0.02071 5.96929
236 250,193.40 5.9400 0.010 0.010 0.00071 0.02071 5.91929
237 406,820.64 5.8600 0.010 0.010 0.00071 0.02071 5.83929
238 194,955.96 5.6400 0.010 0.010 0.00071 0.02071 5.61929
239 234,121.32 5.5960 0.010 0.010 0.00071 0.02071 5.57529
241 234,017.40 5.7000 0.010 0.010 0.00071 0.02071 5.67929
242 232,996.44 5.6600 0.010 0.010 0.00071 0.02071 5.63929
244 233,869.44 5.8600 0.010 0.010 0.00071 0.0700 0.09071 5.76929
248 225,802.44 5.8200 0.010 0.010 0.00071 0.02071 5.79929
249 220,688.52 5.6100 0.010 0.010 0.00071 0.02071 5.58929
251 205,655.52 5.7400 0.010 0.010 0.00071 0.02071 5.71929
252 207,880.80 5.8300 0.010 0.010 0.00071 0.02071 5.80929
253 215,918.40 5.8500 0.010 0.010 0.00071 0.02071 5.82929
253.1
253.2
254 250,392.36 5.6350 0.010 0.010 0.00071 0.02071 5.61429
255 332,522.52 5.9800 0.010 0.010 0.00071 0.02071 5.95929
256 217,733.76 6.2400 0.010 0.010 0.00071 0.02071 6.21929
257 212,240.88 6.0000 0.010 0.010 0.00071 0.02071 5.97929
258 217,676.04 6.4000 0.010 0.010 0.00071 0.0600 0.08071 6.31929
259 206,230.80 5.9400 0.010 0.010 0.00071 0.02071 5.91929
261 215,413.44 6.1200 0.010 0.010 0.00071 0.02071 6.09929
262 183,312.60 5.7800 0.010 0.010 0.00071 0.02071 5.75929
264 188,061.36 5.6600 0.010 0.010 0.00071 0.02071 5.63929
265 155,367.00 5.6600 0.010 0.010 0.00071 0.02071 5.63929
267 358,893.48 5.9500 0.010 0.010 0.00071 0.02071 5.92929
274 174,428.28 5.7900 0.010 0.010 0.00071 0.02071 5.76929
277 170,639.04 5.8900 0.010 0.010 0.00071 0.0600 0.08071 5.80929
279 174,526.44 6.1000 0.010 0.010 0.00071 0.02071 6.07929
280 280,746.84 5.9800 0.010 0.010 0.00071 0.02071 5.95929
282 159,666.24 5.6700 0.010 0.010 0.00071 0.02071 5.64929
286 157,976.52 5.7740 0.010 0.010 0.00071 0.02071 5.75329
287 154,797.72 5.6900 0.010 0.010 0.00071 0.02071 5.66929
288 154,776.12 5.7300 0.010 0.010 0.00071 0.02071 5.70929
289 159,641.76 6.0800 0.010 0.010 0.00071 0.02071 6.05929
293 144,691.32 5.8600 0.010 0.010 0.00071 0.02071 5.83929
294 158,042.88 6.2900 0.010 0.010 0.00071 0.02071 6.26929
296 145,199.76 5.9000 0.010 0.010 0.00071 0.02071 5.87929
297 140,057.52 5.7500 0.010 0.010 0.00071 0.02071 5.72929
298 113,256.72 5.5700 0.010 0.010 0.00071 0.02071 5.54929
300 149,682.96 5.6600 0.010 0.010 0.00071 0.02071 5.63929
303 126,967.08 5.7150 0.010 0.010 0.00071 0.02071 5.69429
304 111,630.00 6.1000 0.010 0.010 0.00071 0.02071 6.07929
305 128,947.92 5.9600 0.010 0.010 0.00071 0.02071 5.93929
306 239,154.00 5.9400 0.010 0.010 0.00071 0.02071 5.91929
307 123,650.64 5.8060 0.010 0.010 0.00071 0.02071 5.78529
308 117,648.24 5.7500 0.010 0.010 0.00071 0.02071 5.72929
309 171,095.40 6.2300 0.010 0.010 0.00071 0.02071 6.20929
310 99,330.60 6.0310 0.010 0.010 0.00071 0.02071 6.01029
311 109,893.48 5.9270 0.010 0.010 0.00071 0.02071 5.90629
313 103,936.20 5.8700 0.010 0.010 0.00071 0.0500 0.07071 5.79929
316 94,358.64 5.9400 0.010 0.010 0.00071 0.02071 5.91929
317 87,935.40 5.9600 0.010 0.010 0.00071 0.02071 5.93929
320 81,601.32 6.1600 0.010 0.010 0.00071 0.02071 6.13929
323 72,201.72 6.3300 0.010 0.010 0.00071 0.02071 6.30929
324 65,342.40 6.1900 0.010 0.010 0.00071 0.02071 6.16929
325 63,969.00 6.1500 0.010 0.010 0.00071 0.02071 6.12929
326 68,140.20 6.9250 0.010 0.010 0.00071 0.02071 6.90429
Monthly
Payment Maturity/ Amort
Loan # Accrual Type Term Date Rem. Term ARD Date Term Rem. Amort Title Type ARD Loan
------ ------------ ---- ------- --------- --------- ----- ---------- ------------- --------
2 Actual/360 120 8 120 6/8/2017 0 0 Fee
7 Actual/360 120 8 119 5/8/2017 0 0 Fee
11 Actual/360 120 8 120 6/8/2017 336 336 Fee
11.01 Fee
11.02 Fee
11.03 Fee
11.04 Fee
11.05 Fee
11.06 Fee
11.07 Fee
11.08 Fee
11.09 Fee
11.10 Fee
11.11 Fee
11.12 Fee
11.13 Fee
11.14 Fee
11.15 Fee
11.16 Fee
11.17 Fee
11.18 Fee
11.19 Fee
11.20 Fee
11.21 Fee
11.22 Fee
11.23 Fee
11.24 Fee
11.25 Fee
11.26 Fee
11.27 Fee
11.28 Fee
11.29 Fee
11.30 Fee
11.31 Fee
11.32 Fee
11.33 Fee
11.34 Fee
11.35 Fee
11.36 Fee
11.37 Fee
11.38 Fee
11.39 Fee
11.40 Fee
11.41 Fee
11.42 Fee
11.43 Fee
11.44 Fee
11.45 Fee
11.46 Fee
11.47 Fee
11.48 Fee
11.49 Fee
11.50 Fee
11.51 Fee
11.52 Fee
11.53 Fee
11.54 Fee
11.55 Fee
11.56 Fee
11.57 Fee
11.58 Fee
11.59 Fee
11.60 Fee
11.61 Fee
11.62 Fee
12 Actual/360 120 8 119 5/8/2017 0 0 Fee
13 Actual/360 84 8 83 5/8/2014 0 0 Leasehold
15 Actual/360 60 8 58 4/8/2012 0 0 Fee
19 Actual/360 120 8 119 5/8/2017 360 359 Fee
21 Actual/360 120 8 120 6/8/2017 0 0 Fee
27 Actual/360 120 8 120 6/8/2017 0 0 Fee
29 Actual/360 120 8 120 6/8/2017 0 0 Fee
30 Actual/360 60 8 59 5/8/2012 0 0 Fee
31 Actual/360 120 8 119 5/8/2017 360 360 Fee
33 Actual/360 120 8 117 3/8/2017 360 360 Fee
36 Actual/360 120 8 119 5/8/2017 0 0 Fee
38 Actual/360 120 8 118 4/8/2017 0 0 Fee
39 Actual/360 120 8 118 4/8/2017 0 0 Fee
39.1 Fee
39.2 Fee
39.3 Fee
40 Actual/360 120 8 118 4/8/2017 0 0 Fee
43 Actual/360 120 8 120 6/8/2017 0 0 Fee
44 Actual/360 120 8 119 5/8/2017 420 420 Fee
45 Actual/360 120 8 119 5/8/2017 0 0 Fee
49 Actual/360 120 8 119 5/8/2017 360 359 Fee
50 Actual/360 120 8 118 4/8/2017 0 0 Fee
55 Actual/360 120 8 119 5/8/2017 0 0 Fee
56 Actual/360 120 8 119 5/8/2017 0 0 Fee
57 Actual/360 120 8 119 5/8/2017 360 360 Leasehold
58 Actual/360 120 8 118 4/8/2017 0 0 Fee
64 Actual/360 60 8 59 5/8/2012 0 0 Fee
65 Actual/360 120 8 119 5/8/2017 360 360 Fee
65.1 Fee
65.2 Fee
65.3 Fee
65.4 Fee
65.5 Fee
65.6 Fee
65.7 Fee
65.8 Fee
66 Actual/360 120 8 119 5/8/2017 223 222 Various
66.1 Fee
66.2 Fee
66.3 Leasehold
72 Actual/360 120 8 119 5/8/2017 420 420 Fee
73 Actual/360 120 8 117 3/8/2017 360 360 Leasehold
75 Actual/360 120 8 118 4/8/2017 360 360 Fee
78 Actual/360 120 8 119 5/8/2017 360 360 Fee
79 Actual/360 60 8 59 5/8/2012 360 360 Fee
79.1 Fee
79.2 Fee
80 Actual/360 120 8 119 5/8/2017 360 359 Fee
84 Actual/360 120 8 119 5/8/2017 0 0 Fee
86 Actual/360 120 8 120 6/8/2017 0 0 Leasehold
89 Actual/360 120 8 119 5/8/2017 0 0 Fee
93 Actual/360 120 8 119 5/8/2017 360 360 Fee
94 Actual/360 120 8 119 5/8/2017 360 360 Fee
95 Actual/360 120 8 116 2/8/2017 360 356 Fee
97 Actual/360 120 8 119 5/8/2017 0 0 Fee
99 Actual/360 120 8 119 5/8/2017 360 360 Fee
100 Actual/360 120 8 118 4/8/2017 0 0 Fee Yes
101 Actual/360 120 8 115 1/8/2017 360 360 Fee
104 Actual/360 120 8 120 6/8/2017 360 360 Fee
104.1 Fee
104.2 Fee
104.3 Fee
104.4 Fee
104.5 Fee
109 Actual/360 120 8 118 4/8/2017 360 360 Fee
110 Actual/360 120 8 117 3/8/2017 0 0 Fee
111 Actual/360 120 8 119 5/8/2017 420 420 Fee
114 Actual/360 120 8 118 4/8/2017 420 418 Fee
115 Actual/360 84 8 83 5/8/2014 0 0 Fee
116 Actual/360 84 8 82 4/8/2014 0 0 Fee
118 Actual/360 120 8 118 4/8/2017 360 360 Fee
119 Actual/360 120 8 118 4/8/2017 360 360 Fee
120 Actual/360 84 8 82 4/8/2014 0 0 Leasehold Yes
121 Actual/360 120 8 118 4/8/2017 360 358 Fee
127 Actual/360 120 8 119 5/8/2017 360 360 Fee
129 Actual/360 120 8 119 5/8/2017 360 360 Fee
130 Actual/360 120 8 118 4/8/2017 360 360 Fee
132 Actual/360 120 8 119 5/8/2017 360 360 Fee
138 Actual/360 120 8 119 5/8/2017 360 360 Fee
138.1 Fee
138.2 Fee
139 Actual/360 120 8 118 4/8/2017 0 0 Fee
140 Actual/360 120 8 118 4/8/2017 420 418 Fee
144 Actual/360 120 8 119 5/8/2017 0 0 Fee
148 Actual/360 120 8 117 3/8/2017 420 417 Fee
150 Actual/360 120 8 117 3/8/2017 420 417 Fee
153 Actual/360 120 8 119 5/8/2017 0 0 Fee
154 Actual/360 120 8 119 5/8/2017 0 0 Fee
155 Actual/360 120 8 119 5/8/2017 0 0 Fee
156 Actual/360 120 8 119 5/8/2017 360 360 Fee
168 Actual/360 120 8 120 6/8/2017 360 360 Fee
171 Actual/360 120 8 120 6/8/2017 360 360 Fee
173 Actual/360 120 8 119 5/8/2017 360 360 Fee
175 Actual/360 120 8 118 4/8/2017 360 358 Fee
176 Actual/360 120 8 118 4/8/2017 0 0 Fee
181 Actual/360 120 8 119 5/8/2017 360 359 Fee
183 Actual/360 180 8 178 4/8/2022 180 178 Fee
185 Actual/360 120 8 119 5/8/2017 360 360 Fee
188 Actual/360 60 8 58 4/8/2012 0 0 Fee
201 Actual/360 144 8 142 4/8/2019 156 154 Fee
204 Actual/360 120 8 119 5/8/2017 360 360 Fee/Leasehold
205 Actual/360 120 8 120 6/8/2017 0 0 Fee
207 Actual/360 120 8 118 4/8/2017 360 358 Fee
209 Actual/360 120 8 119 5/8/2017 384 384 Fee
213 Actual/360 120 8 119 5/8/2017 360 360 Fee
217 Actual/360 120 8 118 4/8/2017 300 298 Fee
226 Actual/360 144 8 142 4/8/2019 144 142 Fee
228 Actual/360 120 8 118 4/8/2017 360 360 Fee
231 Actual/360 120 8 119 5/8/2017 360 359 Fee
232 Actual/360 120 8 119 5/8/2017 240 239 Fee
234 Actual/360 60 8 58 4/8/2012 360 360 Leasehold
235 Actual/360 120 8 119 5/8/2017 360 360 Fee
236 Actual/360 120 8 118 4/8/2017 360 358 Fee
237 Actual/360 120 8 118 4/8/2017 144 142 Fee
238 Actual/360 120 8 118 4/8/2017 0 0 Fee
239 Actual/360 120 8 118 4/8/2017 360 360 Fee
241 Actual/360 120 8 118 4/8/2017 360 360 Fee
242 Actual/360 120 8 119 5/8/2017 360 359 Fee
244 Actual/360 120 8 117 3/8/2017 360 360 Fee
248 Actual/360 120 8 119 5/8/2017 360 360 Fee
249 Actual/360 120 8 119 5/8/2017 360 359 Fee
251 Actual/360 120 8 118 4/8/2017 420 420 Fee
252 Actual/360 120 8 118 4/8/2017 420 420 Fee
253 Actual/360 120 8 118 4/8/2017 360 360 Fee
253.1 Fee
253.2 Fee
254 Actual/360 120 8 119 5/8/2017 240 239 Fee
255 Actual/360 144 8 142 4/8/2019 156 154 Fee
256 Actual/360 120 8 119 5/8/2017 360 359 Fee
257 Actual/360 120 8 119 5/8/2017 360 359 Fee
258 Actual/360 120 8 120 6/8/2017 360 360 Fee
259 Actual/360 120 8 118 4/8/2017 360 358 Fee
261 Actual/360 120 8 119 5/8/2017 312 311 Fee
262 Actual/360 120 8 120 6/8/2017 420 420 Fee
264 Actual/360 120 8 118 4/8/2017 360 360 Fee
265 Actual/360 120 8 118 4/8/2017 0 0 Fee
267 Actual/360 120 8 119 5/8/2017 120 119 Fee
274 Actual/360 120 8 117 3/8/2017 360 360 Fee
277 Actual/360 120 8 118 4/8/2017 360 360 Fee
279 Actual/360 120 8 118 4/8/2017 360 358 Fee
280 Actual/360 144 8 142 4/8/2019 144 142 Fee
282 Actual/360 120 8 119 5/8/2017 360 360 Fee
286 Actual/360 120 8 118 4/8/2017 360 360 Fee
287 Actual/360 120 8 118 4/8/2017 360 358 Fee
288 Actual/360 120 8 119 5/8/2017 360 359 Fee
289 Actual/360 120 8 120 6/8/2017 360 360 Fee
293 Actual/360 120 8 118 4/8/2017 420 418 Fee
294 Actual/360 120 8 118 4/8/2017 360 358 Fee
296 Actual/360 120 8 119 5/8/2017 360 359 Fee
297 Actual/360 120 8 117 3/8/2017 360 360 Fee
298 Actual/360 120 8 119 5/8/2017 0 0 Fee
300 Actual/360 120 8 119 5/8/2017 300 299 Fee
303 Actual/360 120 8 118 4/8/2017 360 360 Fee
304 Actual/360 60 8 58 4/8/2012 0 0 Fee
305 Actual/360 60 8 59 5/8/2012 360 359 Fee
306 Actual/360 120 8 118 4/8/2017 120 118 Fee
307 Actual/360 120 8 119 5/8/2017 360 360 Fee
308 Actual/360 120 8 117 3/8/2017 360 360 Fee
309 Actual/360 180 8 180 6/8/2022 180 180 Fee
310 Actual/360 120 8 119 5/8/2017 0 0 Fee
311 Actual/360 120 8 118 4/8/2017 420 418 Fee
313 Actual/360 120 8 118 4/8/2017 360 358 Fee
316 Actual/360 120 8 119 5/8/2017 360 360 Fee
317 Actual/360 120 8 120 6/8/2017 360 360 Fee
320 Actual/360 120 8 119 5/8/2017 360 359 Fee
323 Actual/360 120 8 117 3/8/2017 360 360 Fee
324 Actual/360 120 8 119 5/8/2017 360 359 Fee
325 Actual/360 120 8 118 4/8/2017 360 358 Fee
326 Actual/360 360 1 350 8/1/2036 360 350 Fee Hybrid
ARD Environmental Cross Cross
Loan # Step Up Insurance Defaulted Collateralized
------ ---------------------------------------------------------------- ------------- --------- --------------
2 No
7 No
11 No
11.01 No
11.02 No
11.03 No
11.04 No
11.05 No
11.06 No
11.07 No
11.08 No
11.09 No
11.10 No
11.11 No
11.12 No
11.13 No
11.14 No
11.15 No
11.16 No
11.17 No
11.18 No
11.19 No
11.20 No
11.21 No
11.22 No
11.23 No
11.24 No
11.25 No
11.26 No
11.27 No
11.28 No
11.29 No
11.30 No
11.31 No
11.32 No
11.33 No
11.34 No
11.35 No
11.36 No
11.37 No
11.38 No
11.39 No
11.40 No
11.41 No
11.42 No
11.43 No
11.44 No
11.45 No
11.46 No
11.47 No
11.48 No
11.49 No
11.50 No
11.51 No
11.52 No
11.53 No
11.54 No
11.55 No
11.56 No
11.57 No
11.58 No
11.59 No
11.60 No
11.61 No
11.62 Xx
00 Xx
00 Xx
00 Xx
00 Xx
21 No
27 No
29 No
30 No
31 Xx
00 Xx
00 Xx
00 Xx
00 Xx
39.1 No
39.2 No
39.3 Xx
00 Xx
00 Xx
00 Xx
00 Xx
49 No
50 No
55 No
56 Xx
00 Xx
00 Xx
00 Xx
00 Xx
65.1 No
65.2 No
65.3 No
65.4 No
65.5 No
65.6 No
65.7 No
65.8 No
66 No
66.1 No
66.2 No
66.3 No
72 Xx
00 Xx
00 Xx
00 Xx
00 Xx
79.1 No
79.2 Xx
00 Xx
00 Xx
00 Xx
00 Xx
93 No
94 No
95 No
97 No
99 No
100 Greater of (i) sum of 10 year Treasury plus 3.95% and (ii) 8.54% Xx
000 Xx
000 Xx
000.0 No
104.2 No
104.3 No
104.4 No
104.5 Xx
000 Xx
000 Xx
000 Xx
000 Xx
115 No
116 No
118 No
119 No
120 Greater of (i) sum of 7 year Treasury plus 3.10% and (ii) 7.85% Xx
000 Xx
000 Xx
000 Xx
000 Xx
132 No
138 No
138.1 No
138.2 Xx
000 Xx
000 Xx
000 Xx
000 Xx
150 No
153 No
154 No
155 No
156 No
168 No
171 No
173 No
175 No
176 No
181 No
183 No
185 No
188 No
201 No
204 No
205 No
207 No
209 No
213 No
217 No
226 No
228 No
231 No
232 No
234 No
235 No
236 No
237 No
238 No
239 No
241 No
242 No
244 No
248 No
249 No
251 No
252 No
253 No
253.1 No
253.2 Xx
000 Xx
000 Xx
000 Xx
000 Xx
258 No
259 No
261 No
262 No
264 No
265 No
267 No
274 No
277 No
279 No
280 No
282 No
286 No
287 No
288 No
289 No
293 No
294 No
296 No
297 No
298 No
300 No
303 No
304 No
305 No
306 No
307 No
308 No
309 No
310 No
311 No
313 No
316 No
317 No
320 Xx
000 Xx
000 Xx
000 Xx
000 Xx
Partial Upfront Upfront Upfront
Defeasance Letter of Lockbox Holdback Engineering Capex TI/LC
Loan # Allowed Credit Type Amount Reserve ($) Reserve ($) Reserve ($)
------ ---------- --------- ------------------------------- -------- ----------- ----------- -----------
2 Hard
7 370,000
11 Yes None at Closing, Springing Hard
11.01
11.02
11.03
11.04
11.05
11.06
11.07
11.08
11.09
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
11.21
11.22
11.23
11.24
11.25
11.26
11.27
11.28
11.29
11.30
11.31
11.32
11.33
11.34
11.35
11.36
11.37
11.38
11.39
11.40
11.41
11.42
11.43
11.44
11.45
11.46
11.47
11.48
11.49
11.50
11.51
11.52
11.53
11.54
11.55
11.56
11.57
11.58
11.59
11.60
11.61
11.62
12 Yes Yes 600,000
13
15
19 Hard
21 Hard
27 Hard
29 Yes
30
31 Hard
33 1,207,955
36 Yes 2,047
38 Hard 813 195,000
39 Yes
39.1
39.2
39.3
40 561 1,870
43
44 307,863
45
49 Hard
50 Soft 158,750 4,750
55 150,000
56
57
58 1,604
64 10,188 140,000
65 Yes
65.1
65.2
65.3
65.4
65.5
65.6
65.7
65.8
66 Yes Hard 310,206
66.1
66.2
66.3
72 265,835
73 1,315
75 Hard 48,000
78 Hard
79 Yes
79.1
79.2
80
84
86
89 None at Closing, Springing Hard
93 Hard 2,350,000
94 Hard
95 8,030
97 Hard 11,875 2,083
99 15,000
100 Hard
101 150,000
104 Yes
104.1
104.2
104.3
104.4
104.5
109 None at Closing, Springing Hard
110
111 100,000
114 Hard
115
116
118 Hard
119
120 Hard
121
127 20,344
129 Hard
130
132 Hard 3,502
138
138.1
138.2
139
140 157,500 2,333
144
148 23,000
150 None at Closing, Springing Hard 300,000
153
154
155
156
168
171
173
175
176
181 1,250
183 Hard
185 Hard
188 400,000
201 Hard
204 45,000 65,000
205
207 Yes
209
213 Hard
217
226 Hard
228 Hard
231 65,000
232 14,375
234
235
236 2,813 100,000
237 Hard
238
239
241 5,340
242
244 1,375
248
249
251
252
253 11,250
253.1
253.2
254
255 Hard
256
257
258
259 49,500
261 24,000
262
264
265
267 Hard
274 4,375
277
279
280 Hard
282
286
287
288 None at Closing, Springing Hard
289
293
294
296 Hard
297
298
300
303 40,000
304 Hard
305
306 Hard
307
308 104,500
309
310
311
313
316
317
320 29,750
323
324
325
326
Upfront Upfront Upfront Monthly Monthly Monthly Monthly Monthly
RE Tax Ins. Other Capex Capex TI/LC TI/LC RE Tax
Loan # Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve Cap ($) Reserve ($) Reserve Cap ($) Reserve ($)
------ ----------- ----------- ----------- ----------- --------------- ----------- --------------- -----------
2 432,385 85,433 2,673 250,000 4,456 250,000 108,096
7 125,556 9,446 50,000 2,825 9,792 17,937
11 224,090 1,406,694
11.01
11.02
11.03
11.04
11.05
11.06
11.07
11.08
11.09
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
11.21
11.22
11.23
11.24
11.25
11.26
11.27
11.28
11.29
11.30
11.31
11.32
11.33
11.34
11.35
11.36
11.37
11.38
11.39
11.40
11.41
11.42
11.43
11.44
11.45
11.46
11.47
11.48
11.49
11.50
11.51
11.52
11.53
11.54
11.55
11.56
11.57
11.58
11.59
11.60
11.61
11.62
12 58,628 34,074 4,740,000 1,890 68,032 170,079 19,543
13
15 28,431
19 32,593 19,480
21 28,048 3,357 4,000,000 1,862 44,692 4,655 111,730 5,610
27 42,061 3,000,000 501 12,033 1,253 30,082 8,412
29 99,519 13,452 65,000 500 18,000 33,173
30 14,710 4,990 9,750 14,710
31 775,545
33 3,957 1,037,744 250,000 12,685
36 66,451 4,111 1,500,000 2,047 22,150
38 6,023 1,935 3,010,000 712 6,023
39 38,651 39,903
39.1
39.2
39.3
40 44,353 561 13,465 1,870 44,883 14,784
43 55,679 5,723 13,920
44 86,371 32,151 780,654 1,038 6,125 21,593
45 21,460 8,410 1,000,000 772 27,784 1,929 69,461 10,730
49 16,910 4,957 25,994 13,140
50 20,162 34,052 4,750 10,081
55 116,139 1,786 42,869 5,954 300,000 19,357
56 28,331 17,431 620,000 14,165
57 95,682 67,689 12,454 13,669
58 8,434 8,363 1,604 57,750 2,811
64 147,435 27,708 140,000 18,429
65 87,215 5,308 100,000 2,569 30,000 12,514
65.1
65.2
65.3
65.4
65.5
65.6
65.7
65.8
66 20,571 20,937 16,512 5,600
66.1
66.2
66.3
72 10,808 2,132 950 6,600 500,000 5,404
73 8,750 1,000,000 657
75 12,269 17,967 878 12,269
78
79 66,906 2,183 10,223
79.1
79.2
80 54,540 14,691 12,493 749,580
84 24,240 2,348 8,080
86 4,800 520 31,175 2,455
89 33,831 1,903 883 4,810 11,277
93 25,097 2,592 7,880 5,019
94
95 14,747 2,088 7,373
97 20,525 11,317 2,083 5,131
99 28,364 4,491 1,215 29,000 3,469 83,250 7,091
100
101 8,655 12,193 2,458 4,327
104 99,331 4,908 1,588 110,000 3,077 150,000 12,184
104.1
104.2
104.3
104.4
104.5
109 48,052 4,295 1,496 35,892 9,970 350,000 16,017
110
111 9,648 1,635 100,000 4,824
114 29,582 9,895 603 3,935 9,861
115 37,614 3,954 605 21,793 2,825 101,702 6,269
116 32,208 19,529 1,097 34,800 2,129 75,000 6,442
118
119 6,327 535 210,038 336 12,096 3,164
120
121 52,871 20,533 3,667 10,574
127 17,225 10,450 781 28,116 2,603 93,712 8,613
129 63,863 2,101 1,688 60,000 7,215 252,380 12,773
130 29,204 2,138 1,246 7,301
132 6,943 3,502 6,943
138 30,716 7,679
138.1
138.2
139 5,000
140 8,100 4,083 2,333 4,050
144
148 447 550,000 92 3,308 306 11,025 10,256
150 2,455 643 38,590 300,000 6,720
153 49,950 34,145 13,921 3,183 76,400 6,244
154 101,469 20,217 3,600 86,400 12,684
155 76,648 22,287 6,460 3,267 78,408 10,950
156 30,777 523 337,508 359 2,723 100,000 7,694
168 10,248 8,000
171 13,754 2,160 4,751 2,292
173 15,320 33,697 80,000 423 10,155 1,375 82,508 2,189
175 60,905 34,760 2,750 8,701
176 11,967 2,379 440 15,855 1,760 63,375 2,393
181 32,227 2,040 2,832 4,604
183 11,481 13,146 5,741
185
188
201 17,373 2,694 8,686
204 35,217 954 220 1,686 80,912 3,913
205 14,329 7,964 10,000 750 3,582
207 753 5,881 75,000 104 520 24,948 753
209 32,066 18,896 1,333 6,413
213
217 38,936 1,347 583
226 36,678 10,178 7,336
228 12,903 444 364 1,418 2,150
231 6,068 2,973 65,000 2,023
232 66,473 10,512 1,046 37,666 11,079
234 9,163 1,095 1,069 7,462 4,582
235 7,715 1,049 250,000 417 1,929
236 19,441 2,385 1,210 43,548 3,306 119,030 3,888
237 12,422 9,627 4,141
238 9,473 4,634 625 3,158
239 10,888 3,824 675 5,444
241 45,890 997 5,340 1,040 9,178
242 11,239 4,911 2,159 5,620
244 3,184 1,932 354 12,750 1,592
248 10,070 1,783 1,133 40,800 2,517
249 8,141 4,071
251 4,938 307 102 3,672 339 12,204 2,469
252 14,862 1,315 478,000 279 4,954
253 7,021 9,874 641 780 46,785 1,404
253.1
253.2
254 8,589 22,398 1,500 54,000 4,294
255 17,576 8,674 3,515
256 7,622 67,824 92 691 3,811
257 9,442 2,451 531 19,113 1,574
258 15,775 8,649 50,000 205 9,840 479 22,992 1,972
259 3,267 1,854 2,934
261 12,968 11,765 2,050 2,161
262 6,804 4,075 356 1,701
264 1,347 295 106 3,822 417 25,000 1,347
265 8,083 6,547 2,694
267 12,145 16,927 2,429
274 9,924 1,313 63,000 4,962
277
279 4,901 6,935 548 1,634
280 12,516 6,918 2,503
282 6,997 489 56 278 3,499
286 7,568 254 29,519 177 6,357 765 50,000 1,261
287 28,523 11,258 1,268 4,075
288 128 4,600
289 4,419 9,973 139 8,324 694 41,618 1,473
293 7,027 5,555 217 586
294 5,200 367 78 480 2,600
296 1,040 84
297 18,968 3,706 2,710
298 8,481 2,120
300
303 12,341 818 104 40,000 2,468
304 11,640 2,449 226 11,640
305 11,970 1,006 97 1,087 2,394
306 8,052 6,985 2,684
307 16,375 1,442 158 1,181 3,275
308 5,968 5,090 2,759 1,492
309 45,223 7,764 5,653
310 13,922 1,272 78 2,784
311 3,379 184 1,689
313 8,878 523 76 616 1,776
316 8,439 370 40,000 492 18,000 2,113 75,000 4,220
317 15,629 4,058 600 28,800 5,210
320 7,929 1,052 368 1,322
323 1,905 64 1,905
324 7,158 318 150 820 1,193
325 2,095 323 33 1,200 333 698
326 557
Monthly Monthly
Ins. Other Xxxxx Xxxxx
Loan # Reserve ($) Reserve ($) to Late to Default
------ ----------- ----------- ------- ----------
2 22,159 0 0
7 4,723 0 0
11 0 0
11.01
11.02
11.03
11.04
11.05
11.06
11.07
11.08
11.09
11.10
11.11
11.12
11.13
11.14
11.15
11.16
11.17
11.18
11.19
11.20
11.21
11.22
11.23
11.24
11.25
11.26
11.27
11.28
11.29
11.30
11.31
11.32
11.33
11.34
11.35
11.36
11.37
11.38
11.39
11.40
11.41
11.42
11.43
11.44
11.45
11.46
11.47
11.48
11.49
11.50
11.51
11.52
11.53
11.54
11.55
11.56
11.57
11.58
11.59
11.60
11.61
11.62
12 2,621 0 0
13 0 0
15 0 0
19 0 0
21 3,357 0 0
27 1,278 0 0
29 4,484 0 0
30 4,990 0 0
31 5 5 (once per calendar year)
33 1,979 0 0
36 2,055 0 0
38 968 0 0
39 0 10
39.1
39.2
39.3
40 0 0
43 2,862 0 0
44 5,358 0 0
45 4,205 0 0
49 4,957 0 0
50 2,838 0 0
55 2,133 0 0
56 1,453 0 0
57 8,461 0 0
58 2,091 0 0
64 6,927 0 0
65 4,794 0 0
65.1
65.2
65.3
65.4
65.5
65.6
65.7
65.8
66 4,546 0 0
66.1
66.2
66.3
72 2,132 0 0
73 972 0 0
75 2,246 0 0
78 0 0
79 0 0
79.1
79.2
80 3,673 0 0
84 1,174 0 0
86 0 0
89 951 0 0
93 2,592 0 0
94 0 0
95 0 0
97 1,257 0 0
99 898 0 0
100 0 0
101 3,530 0 0
104 1,593 0 0
104.1
104.2
104.3
104.4
104.5
109 4,295 0 0
110 0 0
111 818 0 0
114 989 0 0
115 1,977 0 0
116 1,775 0 0
118 0 0
119 535 0 0
120 0 0
121 2,933 0 0
127 871 0 0
129 2,101 0 0
130 713 0 0
132 0 0
138 0 0
138.1
138.2
139 0 0
140 2,042 0 0
144 0 0
148 447 0 0
150 1,228 0 0
153 3,415 1988.68 0 0
154 2,022 0 0
155 11,144 922.92 0 0
156 523 0 0
168 1,281 0 0
171 360 0 0
173 2,808 0 0
175 8,690 0 0
176 1,189 0 0
181 2,040 0 0
183 1,195 0 0
185 0 0
188 0 0
201 1,347 0 0
204 318 0 0
205 1,991 0 0
207 840 0 0
209 3,149 0 0
213 0 0
217 150 0 0
226 925 0 0
228 222 0 0
231 743 0 0
232 1,752 0 0
234 1,095 0 0
235 525 0 0
236 477 0 0
237 875 0 0
238 927 0 0
239 1,912 0 0
241 499 0 0
242 4,911 0 0
244 966 0 0
248 594 0 0
249 0 0
251 154 0 0
252 657 0 0
253 1,411 0 0
253.1
253.2
254 1,697 0 0
255 789 0 0
256 0 0
257 1,226 0 0
258 1,236 0 0
259 1,633 0 0
261 1,870 0 0
262 408 0 0
264 295 0 0
265 818 0 0
267 1,411 0 0
274 0 0
277 0 0
279 1,156 0 0
280 629 0 0
282 245 0 0
286 127 0 0
287 3,753 0 0
288 0 0
289 831 0 0
293 694 0 0
294 184 0 0
296 520 0 0
297 529 0 0
298 0 0
300 0 0
303 409 0 0
304 408 0 0
305 503 0 0
306 635 0 0
307 721 0 0
308 2,545 0 0
309 776 0 0
310 636 0 0
311 92 0 0
313 261 0 0
316 185 0 0
317 507 0 0
320 175 0 0
323 0 0
324 318 0 0
325 323 0 0
326 373 10 30
