MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.2

This Mortgage Loan Purchase Agreement, dated as of March 1, 2005 (the “Agreement”), is entered into between Countrywide Commercial Real Estate Finance, Inc. (the “Seller”) and Wachovia Commercial Mortgage Securities, Inc. (the “Purchaser”).

The Seller intends to sell and the Purchaser intends to purchase certain multifamily and commercial mortgage loans (the “Mortgage Loans”) identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the “Other Mortgage Loans”), into a trust fund (the “Trust Fund”), the beneficial ownership of which will be evidenced by multiple classes (each, a “Class”) of mortgage pass-through certificates (the “Certificates”). One or more “real estate mortgage investment conduit” (“REMIC”) elections will be made with respect to most of the Trust Fund. The Trust Fund will be created and the Certificates will be issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2005, among the Purchaser, as depositor, Wachovia Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Allied Capital Corporation, as special servicer (the “Special Servicer”), and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein (including the Schedules attached hereto) have the respective meanings set forth in the Pooling and Servicing Agreement.

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase.

The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $403,657,154 (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 $2,723,531,640 (subject to a variance of plus or minus 5.0%). The purchase and sale of the Mortgage Loans shall take place March 30, 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the “Closing Date”). The consideration (the “Aggregate Purchase Price”) for the Mortgage Loans shall be equal to (i) 101.87% of the Countrywide Mortgage Loan Balance as of the Cut-Off Date, plus (ii) $1,837,308, which amount represents the amount of interest accrued on the Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-Off Date up to but not including the Closing Date.

The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt of the Aggregate Purchase Price and satisfaction of the other conditions to closing that are for the benefit of the Seller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as set forth in this Agreement), all the right, title and interest of the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a servicing released basis, together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance proceeds.

(b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-Off Date, and all other recoveries of principal and interest collected after the Cut-Off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-Off Date). All scheduled payments of principal and interest due on or before the Cut-Off Date but collected on or after the Cut-Off Date, and recoveries of principal and interest collected on or before the Cut-Off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-Off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller.

(c) No later than the Closing Date, the Seller shall, on behalf of the Purchaser, deliver to the Trustee, the documents and instruments specified below with respect to each Mortgage Loan (each a “Mortgage File”). All Mortgage Files so delivered will be held by the Trustee in escrow at all times prior to the Closing Date. Each Mortgage File shall contain the following documents:

	(i) the original executed Mortgage Note including any power of attorney related to the execution thereof, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17” or in blank (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto);

	(ii) an original or copy of the Mortgage, together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office;

	(iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office;

	(iv) an original executed assignment, in recordable form (except for any missing recording information), of (a) the Mortgage, (b) any related Assignment

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	of Leases (if such item is a document separate from the Mortgage and to the extent not already assigned pursuant to preceding clause (a)) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17”, or in blank;

	(v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above), in favor of, “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17”, or in blank;

	(vi) originals or copies of any modification, consolidation, assumption, and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed or consolidated;

	(vii) the original or a copy of the policy or certificate of lender’s title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

	(viii) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Purchaser of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement and continuation statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, an original UCC Amendment, in form suitable for filing in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17, as assignee”, or in blank;

	(ix) an original or copy of (a) any Ground Lease, Memorandum of Ground Lease and ground lessor estoppel, (b) any loan guaranty or indemnity and (c) any environmental insurance policy;

	(x) any intercreditor agreement relating to permitted debt (including, without limitation, mezzanine debt) of the Mortgagor;

	(xi) copies of any loan agreement, escrow agreement or security agreement relating to such Mortgage Loan;

	(xii) a copy of any letter of credit and related transfer documents relating to such Mortgage Loan;

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	(xiii) copies of franchise agreements and franchisor comfort letters, if any, for hospitality properties and any applicable transfer or assignment documents; and

	(xiv) with respect to any Companion Loan, all of the above documents with respect to such Companion Loan and the related Intercreditor Agreement; provided that a copy of each Mortgage Note relating to such Companion Loan, rather than the original, shall be provided, and no assignments shall be provided.

(d) The Seller shall take all actions reasonably necessary (i) to permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling and Servicing Agreement and (ii) to perform its obligations described in Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the generality of the foregoing, if a draw upon a letter of credit is required before its transfer to the Trust Fund can be completed, the Seller shall draw upon such letter of credit for the benefit of the Trust pursuant to written instructions from the Master Servicer. The Seller shall reimburse the Trustee for all reasonable costs and expenses, if any, incurred by the Trustee for recording any documents described in Section 2(c)(iv)(c) hereof and filing any assignments of UCC Financing Statements described in the proviso in the third to last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.

(e) All documents and records (except draft documents, privileged communications and internal correspondence and credit, due diligence and other underwriting analysis, documents, data or internal worksheets, memoranda, communications and evaluations of the Seller) relating to each Mortgage Loan and in the Seller’s possession (the “Additional Mortgage Loan Documents”) that are not required to be delivered to the Trustee shall promptly be delivered or caused to be delivered by the Seller to the Master Servicer or at the direction of the Master Servicer to the appropriate sub-servicer, together with any related escrow amounts and reserve amounts.

(f) The Seller shall take such actions as are reasonably necessary to assign or otherwise grant to the Trust Fund the benefit of any letters of credit in the name of the Seller which secure any Mortgage Loan.

SECTION 3. Representations, Warranties and Covenants of Seller.

(a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

	(i) The Seller is a corporation organized and validly existing and in good standing under the laws of the State of California and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement;

	(ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other

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	laws affecting the enforcement of creditors’ rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws;

	(iii) The execution and delivery of this Agreement by the Seller and the Seller’s performance and compliance with the terms of this Agreement will not (A) violate the Seller’s certificate of incorporation or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound;

	(iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller’s reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or have consequences that would materially and adversely affect its performance hereunder;

	(v) The Seller is not a party to or bound by any agreement or instrument or subject to any 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) No litigation is pending or, to the Seller’s knowledge, threatened against the Seller that would, in the Seller’s good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement; and

	(viii) Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Aggregate Purchase Price. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage

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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.

(b) The Seller hereby makes the representations and warranties contained in Schedule I for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date, with respect to (and solely with respect to) each Mortgage Loan, which representations and warranties are subject to the exceptions set forth on Schedule II.

(c) With respect to the schedule of exceptions delivered by the Trustee on the Closing Date, within fifteen (15) Business Days (or, in the reasonable discretion of the Controlling Class Representative, thirty (30) Business Days) of the Closing Date, with respect to the documents specified in clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii) of the definition of Mortgage File, the Seller shall cure any material exception listed therein (for the avoidance of doubt, any deficiencies with respect to the documents specified in clause (ii) resulting solely from a delay in the return of the related documents from the applicable recording office, shall be cured in the time and manner described in Section 2.01(c) of the Pooling and Servicing Agreement). If such exception is not so cured, the Seller shall either (1) repurchase the related Mortgage Loan, (2) with respect to exceptions relating to clause (xii) of the definition of “Mortgage File”, deposit with the Trustee an amount, to be held in trust in a Special Reserve Account pursuant to the Pooling and Servicing Agreement, equal to the amount of the undelivered letter of credit (in the alternative, the Seller may deliver to the Trustee, with a certified copy to the Master Servicer and Trustee, a letter of credit for the benefit of the Master Servicer on behalf of the Trustee and upon the same terms and conditions as the undelivered letter of credit) which the Master Servicer on behalf of the Trustee may use (or draw upon, as the case may be) under the same circumstances and conditions as the Master Servicer would have been entitled to draw on the undelivered letter of credit, or (3) with respect to any exceptions relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to be held in trust in a Special Reserve Account pursuant to the Pooling and Servicing Agreement, equal to 25% of the Stated Principal Balance of the related Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to clauses (2) and (3) shall be held by the Trustee until the earlier of (x) the date on which the Master Servicer certifies to the Trustee and the Controlling Class Representative that such exception has been cured (or the Trustee certifies the same to the Controlling Class Representative), at which time such funds or letter of credit, as applicable, shall be returned to the Seller and (y) thirty (30) Business Days or, if the Controlling Class Representative has extended the cure period, forty-five (45) Business Days after the Closing Date; provided, however, that if such exception is not cured within such thirty (30) Business Days or forty-five (45) Business Days, as the case may be, (A) in the case of clause (2), the Trustee shall retain the funds or letter of credit, as applicable, or (B) in the case of clause (3), the Seller shall repurchase the related Mortgage Loan in accordance with the terms and conditions of this Agreement, at which time such funds shall be applied to the Purchase Price of the related Mortgage Loan and any letter of credit will be returned to the Seller.

If the Seller receives written notice of a Document Defect or a Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a Mortgage Loan, then the

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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 the date that any party to the Pooling and Servicing Agreement discovers such Document Defect or Breach provided the Seller receives such notice in a timely manner), if such Document Defect or Breach shall materially and adversely affect the value of the applicable Mortgage Loan, the interest of the Trust therein or the interests of any Certificateholder, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of actual or provable losses and any Additional Trust Fund Expenses directly resulting from any such Document Defect or Breach or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith; provided, however, that unless the Breach would cause the Mortgage Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is capable of being cured but not within such 90-day period and the Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage 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 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; and provided, further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of credit, any franchise agreement, any comfort letter and (if required) any comfort letter transfer documents (collectively, the “Core Material Documents”)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the interests of the Trust therein or the interests of any Certificateholder unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate significant servicing obligations; provided, further, with respect to Document Defects which materially and adversely affect the interests of any Certificateholder, the interests of the Trust therein or the value of the related Mortgage Loan, other than with respect to Document Defects relating to the Core Material Documents, any applicable cure period following the initial 90-day cure period may be extended by the Master Servicer or the Special Servicer if the document involved is not needed imminently. Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the Seller is diligently pursuing a cure). The Seller shall cure all Document Defects, which materially and adversely affect the interests of any Certificateholder, the interests of the Trust therein or the value of the related Mortgage Loan, regardless of the document involved no later than 2 years following the Closing Date; provided

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that the initial 90-day cure period referenced in this paragraph may not be reduced. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach, the Seller shall provide the officer’s certificate to the Trustee described above as to the reasons such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure. Notwithstanding the foregoing, the delivery of a commitment to issue a policy of lender’s title insurance as described in clause 12 of Schedule I hereof in lieu of the delivery of the actual policy of lender’s title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or a Custodian on its behalf not later than the 90^th day following the Closing Date.

If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each, a “Crossed Loan”), and (iii) the applicable Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Document Defect or Breach, as the case may be, will be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for all of the remaining Crossed Loan(s) in the related Crossed Group as provided in the immediately preceding paragraph unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution or repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Document Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained by the Master Servicer to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld).

To the extent that the Seller is required to repurchase or substitute for a Crossed Loan hereunder in the manner prescribed above while the Trustee continues to hold any other Crossed Loans in such Crossed Group, neither the Seller nor the Purchaser shall enforce any remedies against the other’s Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including with respect to the Trustee, the Primary Collateral securing Crossed Loans still held by the Trustee.

If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner that complies with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.

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Notwithstanding the foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate the related cross-collateralization and/or cross-default provisions, as a condition to such modification, the Seller shall furnish to the Trustee an Opinion of Counsel that any modification shall not cause an Adverse REMIC Event. Any expenses incurred by the Purchaser in connection with such modification or accommodation (including but not limited to recoverable attorney fees) shall be paid by the Seller.

(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 Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if applicable (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in the Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to the Seller, upon delivery to each of them of a receipt executed by the Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it, and (iii) the Master Servicer and the Special Servicer shall release to the Seller any Escrow Payments and Reserve Funds held by it in respect of such repurchased or deleted Mortgage Loans.

(e) Without limiting the remedies of the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders pursuant to this Agreement, it is acknowledged that the representations and warranties are being made for risk allocation purposes. This Section 3 provides the sole remedy available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect in a Mortgage File or any Breach of any representation or warranty set forth in or required to be made pursuant to Section 3 of this Agreement. Nothing in this Agreement shall prohibit the Purchaser or its assigns (including the Master Servicer and/or the Special Servicer) from pursuing any course of action authorized by the Pooling and Servicing Agreement while the Purchaser asserts a claim or brings a cause of action to enforce any rights set forth herein against the Seller.

(f) With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under the Pooling and Servicing Agreement or with respect to which the related Mortgaged Property has been foreclosed and which is the subject of a repurchase claim under this Agreement, in accordance with Section 2.03 of the Pooling and Servicing Agreement, the Special Servicer with the consent of the Controlling Class Representative, if applicable shall notify the Seller in writing of its intention to liquidate such Defaulted Mortgage Loan or REO Property at least 45 days prior to any such action. If (a) the Seller consents to such sale and voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or (b) a court of competent jurisdiction determines that the Seller is liable under this Agreement to repurchase such Defaulted Mortgage Loan or REO Property, then such Seller shall remit to the Purchaser an amount equal to the difference if any of the price of such Defaulted Mortgage Loan or REO Property as sold and the price at which the Seller would have had to repurchase such Defaulted Mortgage Loan or REO Property under this Agreement. The Seller shall have 10 Business Days after receipt of notice to determine whether or not to consent to such sale. If the Seller does not

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consent to such sale, the Special Servicer shall contract with a Determination Party (as defined in the Pooling and Servicing Agreement) to determine whether or not such proposed sale is in accordance with the applicable Servicing Standard. If the related Determination Party determines that such proposed sale is in accordance with the Servicing Standard and the provisions of the Pooling and Servicing Agreement with respect to the sale of Defaulted Mortgage Loans and REO Properties and, subsequent to such sale, a court of competent jurisdiction determines that Seller was liable under this Agreement and required to repurchase such Defaulted Mortgage Loan or REO Property in accordance with the terms hereof, then the Seller shall remit to Purchaser an amount equal to the difference (if any) between the proceeds of the related action and the price at which the Seller would have been obligated to pay had the Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms hereof including the costs related to contracting with the related Determination Party; provided that the foregoing procedure in this Section 3(f) shall not preclude the Seller from repurchasing the Defaulted Mortgage Loan or REO Property prior to the execution of a binding contract of sale with a third party in accordance with the other provisions of this Section 3 (excluding this subsection (f)). If the related Determination Party determines that the sale of the related Defaulted Mortgage Loan or REO Property is not in accordance with the Servicing Standards and the provisions of the Pooling and Servicing Agreement with respect to the sale of Defaulted Mortgage Loans and REO Properties and the Special Servicer subsequently sells such Mortgage Loan or REO Property, then the Seller will not be liable for any such difference (nor any cost of contracting with the Determination Party).

(g) Notwithstanding the foregoing, if there exists a Breach relating to whether or not the Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s) with respect to matters described in Representations 23 and 43 of Schedule I, then the Purchaser shall direct the Seller in writing to wire transfer to the Master Servicer for deposit into the Certificate Account, within 90 days of the Seller’s receipt of such direction, the amount of any such costs and expenses borne by the Purchaser, the Certificateholders, the Master Servicer, the Special Servicer and the Trustee on their behalf that are the basis of such Breach. Upon its making such deposit, the Seller shall be deemed to have cured such Breach in all respects. Provided such payment is made in full, this paragraph describes the sole remedy available to the Purchaser, the Certificateholders, the Master Servicer, the Special Servicer and the Trustee on their behalf regarding any such Breach and the Seller shall not be obligated to repurchase the affected Mortgage Loan on account of such Breach or otherwise cure such Breach.

SECTION 4. Representations and Warranties of the Purchaser. In order to induce the Seller to enter into this Agreement, the Purchaser hereby represents and warrants for the benefit of the Seller as of the date hereof that:

(a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina. The Purchaser has the full corporate power and authority and legal right to acquire the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the Trustee.

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(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, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, or (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) Except as may be required under federal or state securities laws (and which will be obtained on a timely basis), no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court, is required, under federal or state law, for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any transaction described in this Agreement.

(d) None of the acquisition of the Mortgage Loans by the Purchaser, the transfer of the Mortgage Loans to the Trustee, and the execution, delivery or performance of this Agreement by the Purchaser, results or will result in the creation or imposition of any lien on any of the Purchaser’s assets or property, or conflicts or will conflict with, results or will result in a breach of, or constitutes or will constitute a default under (A) any term or provision of the Purchaser’s articles of association or bylaws, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Purchaser is a party or by which the Purchaser is bound, or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Purchaser or its assets.

(e) Under GAAP and for federal income tax purposes, the Purchaser will report the transfer of the Mortgage Loans by the Seller to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Aggregate Purchase Price.

(f) There is no action, suit, proceeding or investigation pending or to the knowledge of the Purchaser, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to enter into and/or perform under the terms of this Agreement.

(g) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder.

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SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of Dechert LLP, Charlotte, North Carolina on the Closing Date.

The Closing shall be subject to each of the following conditions:

(a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 6 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;

(c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement;

(d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date;

(e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; and

(f) A letter shall have been received from the independent accounting firm of KPMG LLP or Ernst & Young LLP, as applicable, in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively.

Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

SECTION 6. Closing Documents. The Closing Documents shall consist of the following:

(a) This Agreement duly executed by the Purchaser and the Seller;

(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller

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in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;

(c) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;

(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): “The Parties—The Mortgage Loan Sellers,” “The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and “Description of the Mortgage Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Mortgage Loans,” “—Assessments of Property Condition,” “—Additional Mortgage Loan Information,” “—Twenty Largest Mortgage Loans,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; Repurchases and Substitutions.” The “Specified Portions” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first sentence of the third paragraph on page “iv” of the Memorandum.

(e) The certificate of incorporation of the Seller, and an original or copy of a certificate of good standing of the Seller issued by the Secretary of State of California not earlier than sixty (60) days prior to the Closing Date;

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(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and

(g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

SECTION 7. Indemnification.

(a) The Seller shall indemnify and hold harmless the Purchaser, the Underwriters, the Initial Purchasers, their respective officers and directors, and each person, if any, who controls the Purchaser, any Underwriter or any Initial Purchaser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), against any and all losses, expenses (including the reasonable fees and expenses of legal counsel), claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Prospectus Supplement, the Preliminary Prospectus Supplement, the Memorandum, the Diskette or, insofar as they are required to be filed as part of the Registration Statement pursuant to the No-Action Letters, any Computational Materials or ABS Term Sheets with respect to the Registered Certificates, or in any revision or amendment of or supplement to any of the foregoing, (B) any items similar to Computational Materials or ABS Term Sheets forwarded by the Seller to the Initial Purchasers, or in any revision or amendment of or supplement to any of the foregoing or (C) the summaries, reports, documents and other written and computer materials and all other information regarding the Mortgage Loans or the Seller furnished by the Seller for review by prospective investors (the items in (A), (B) and (C) above being defined as the “Disclosure Material”), or (ii) arise out of or are based upon the omission or alleged omission to state therein (in the case of Computational Materials and ABS Term Sheets, when read in conjunction with the Prospectus Supplement, in the case of items similar to Computational Materials and ABS Term Sheets, when read in conjunction with the Memorandum, and in the case of any summaries, reports, documents, written or computer materials, or other information contemplated in clause (C) above, when read in conjunction with the Memorandum) a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but, with respect to the Disclosure Material described in clauses (A) and (B) of the definition thereof, only if and to the extent that (I) any such untrue statement or alleged untrue statement or omission or alleged omission occurring in, or with respect to, such Disclosure Material, arises out of or is based upon an untrue statement or omission with respect to the Mortgage Loans, the related Mortgagors and/or the related Mortgaged Properties contained in the Data File (it being herein acknowledged that the Data File was and will be used to prepare the Prospectus Supplement and the Preliminary Prospectus Supplement, including without limitation Annex A thereto, the Memorandum, the Diskette, any Computational Materials and ABS Term Sheets with respect to the Registered Certificates and any items similar to Computational Materials and ABS Term Sheets forwarded

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to prospective investors in the Non-Registered Certificates), (II) any such untrue statement or alleged untrue statement or omission or alleged omission of a material fact occurring in, or with respect to, such Disclosure Material, is with respect to, or arises out of or is based upon an untrue statement or omission of a material fact with respect to, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Seller set forth in the Specified Portions of each of the Prospectus Supplement, the Preliminary Prospectus Supplement and the Memorandum, (III) any such untrue statement or alleged untrue statement or omission or alleged omission occurring in, or with respect to, such Disclosure Material, arises out of or is based upon a breach of the representations and warranties of the Seller set forth in or made pursuant to Section 3 or (IV) any such untrue statement or alleged untrue statement or omission or alleged omission occurring in, or with respect to, such Disclosure Material, arises out of or is based upon any other written information concerning the characteristics of the Mortgage Loans, the related Mortgagors or the related Mortgaged Properties furnished to the Purchaser, the Underwriters or the Initial Purchasers by the Seller; provided that the indemnification provided by this Section 7 shall not apply to the extent that such untrue statement or omission of a material fact was made as a result of an error in the manipulation of, or in any calculations based upon, or in any aggregation of the information regarding the Mortgage Loans, the related Mortgagors and/or the related Mortgaged Properties set forth in the Data File or Annex A to the Prospectus Supplement or the Preliminary Prospectus Supplement to the extent such information was not materially incorrect in the Data File or such Annex A, as applicable, including without limitation the aggregation of such information with comparable information relating to the Other Mortgage Loans. Notwithstanding the foregoing, the indemnification provided in this Section 7(a) shall not inure to the benefit of any Underwriter or Initial Purchaser (or to the benefit of any person controlling such Underwriter or Initial Purchaser) from whom the person asserting claims giving rise to any such losses, claims, damages, expenses or liabilities purchased Certificates if (x) the subject untrue statement or omission or alleged untrue statement or omission made in any Disclosure Material (exclusive of the Prospectus or any corrected or amended Prospectus or the Memorandum or any corrected or amended Memorandum) is eliminated or remedied in the Prospectus or the Memorandum (in either case, as corrected or amended, if applicable), as applicable, and (y) a copy of the Prospectus or Memorandum (in either case, as corrected or amended, if applicable), as applicable, shall not have been sent to such person at or prior to the written confirmation of the sale of such Certificates to such person, and (z) such Underwriter or Initial Purchaser received electronically or in writing notice of such untrue statement or omission and updated information concerning the untrue statement or omission at least one Business Day prior to the written confirmation of such sale. The Seller shall, subject to clause (c) below, reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity will be in addition to any liability which the Seller may otherwise have.

(b) For purposes of this Agreement, “Registration Statement” shall mean such registration statement No. 333-120922 filed by the Purchaser on Form S-3, including without limitation exhibits thereto and information incorporated therein by reference; “Base Prospectus” shall mean the prospectus dated March 18, 2005, as supplemented by the prospectus supplement dated March 18, 2005 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the Registered Certificates, including all annexes thereto; “Preliminary Prospectus Supplement” shall mean the prospectus supplement dated March 4, 2005, relating to

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the Registered Certificates, including all annexes thereto, as supplemented by the Supplement dated March 16, 2005; “Memorandum” shall mean the private placement memorandum dated March 18, 2005, relating to the Non-Registered Certificates, including all exhibits thereto; “Registered Certificates” shall mean the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C and Class D Certificates; “Non-Registered Certificates” shall mean the Certificates other than the Registered Certificates; “Computational Materials” shall have the meaning assigned thereto in the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the “Xxxxxx Letters”); “ABS Term Sheets” shall have the meaning assigned thereto in the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the “PSA Letter” and, together with the Xxxxxx Letters, the “No-Action Letters”); “Diskette” shall mean the diskette or compact disc attached to each of the Prospectus and the Memorandum; and “Data File” shall mean the compilation of information and data regarding the Mortgage Loans covered by the Independent Accountants’ Report on Applying Agreed-Upon Procedures letters dated March 4, 2005, and rendered by KPMG LLP, Ernst & Young LLP or PricewaterhouseCoopers LLP, as the case may be as supplemented by the Independent Accounts’ Report on Applying Agree-Upon Procedures letters dated March 18, 2005 (a “hard copy” of which Data File was initialed on behalf of the Seller and the Purchaser).

(c) As promptly as reasonably practicable after receipt by any person entitled to indemnification under this Section 7 (an “indemnified party”) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the Seller (the “indemnifying party”) under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party under Section 7(a) (except to the extent that such omission has prejudiced the indemnifying party in any material respect) or from any liability which it may have otherwise than under this Section 7. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal

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defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Purchaser, the Underwriters and the Initial Purchasers, representing all the indemnified parties under Section 7(a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). Unless it shall assume the defense of any proceeding, an indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel or any other expenses for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if such settlement provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party without the consent of the indemnified party.

(d) If the indemnification provided for in this Section 7 is unavailable to an indemnified party under Section 7(a) hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities, in such proportion as is appropriate to reflect the relative fault of the indemnified and indemnifying parties in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations (taking into account the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission or failure to comply, and any other equitable considerations appropriate under the circumstances). The relative fault of the indemnified and indemnifying parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such parties; provided that no Underwriter or Initial Purchaser shall be obligated to contribute more than its share of underwriting discounts and commissions and other fees pertaining to the Certificates less any damages otherwise paid by such Underwriter or Initial Purchaser with respect to such loss, liability, claim, damage or expense. It is hereby acknowledged that the respective Underwriters’ and Initial Purchasers’ obligations under this Section 7 shall be several and not joint. For

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purposes of this Section, each person, if any, who controls an Underwriter or an Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter’s or Initial Purchaser’s officers and directors, shall have the same rights to contribution as such Underwriter or Initial Purchaser, as the case may be, and each director of the Seller and each person, if any who controls the Seller within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Seller.

(e) The Purchaser and the Seller agree that it would not be just and equitable if contribution pursuant to Section 7(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the considerations referred to in Section 7(d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 7 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, except where the indemnified party is required to bear such expenses pursuant to this Section 7, which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party will be ultimately obligated to pay such expenses. If any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party that received such payment shall promptly refund the amount so paid to the party which made such payment. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) The indemnity and contribution agreements contained in this Section 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by the Purchaser, the Underwriters, the Initial Purchasers, any of their respective directors or officers, or any person controlling the Purchaser, the Underwriters or the Initial Purchasers, and (iii) acceptance of and payment for any of the Certificates.

(g) Without limiting the generality or applicability of any other provision of this Agreement, the Underwriters, the Initial Purchasers and their directors, officers and controlling parties shall be third-party beneficiaries of the provisions of this Section 7.

SECTION 8. Costs. The Seller shall pay (or shall reimburse the Purchaser to the extent that the Purchaser has paid) the Seller’s pro rata portion of the aggregate of the following amounts (the Seller’s pro rata portion to be determined according to the percentage that the Countrywide Mortgage Loan Balance represents as of the Cut-Off Date Pool Balance): (i) the costs and expenses of printing and delivering the Pooling and Servicing Agreement and the Certificates; (ii) the costs and expenses of printing (or otherwise reproducing) and delivering a preliminary and final Prospectus, Term Sheet and Memorandum relating to the Certificates; (iii) the initial fees, costs, and expenses of the Trustee (including reasonable attorneys’ fees); (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, the Memorandum and any related Computational

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Materials or ABS Term Sheets, including in respect of the cost of obtaining any “comfort letters” with respect to such items; (vii) the reasonable out-of-pocket costs and expenses in connection with the qualification or exemption of the Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Certificates for investment by institutional investors and the preparation of any legal investment survey; (viii) the expenses of printing any such “Blue Sky” survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel to the Purchaser, the Underwriters and the Initial Purchasers; provided, however, Seller shall pay (or shall reimburse the Purchaser to the extent that the Purchaser has paid) the expense of recording any assignment of Mortgage or assignment of Assignment of Leases as contemplated by Section 2 hereof with respect to the Seller’s Mortgage Loans. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expense.

SECTION 9. Grant of a Security Interest. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Certificate Account, the Distribution Account or, if established, the REO Account (each as defined in the Pooling and Servicing Agreement) whether in the form of cash, instruments, securities or other property; (iii) the assignment to the Trustee of the interest of the Purchaser as contemplated by Section 1 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform Commercial Code of the applicable jurisdiction; and (v) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from persons (other than the Trustee) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law

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and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

SECTION 10. Covenants of Purchaser. The Purchaser shall provide the Seller with all forms of Disclosure Materials (including the final form of the Memorandum and the preliminary and final forms of the Prospectus Supplement) promptly upon any such document becoming available.

SECTION 11. Notices. All notices, copies, requests, consents, demands and other communications required hereunder shall be in writing and telecopied or delivered to the intended recipient at the “Address for Notices” specified beneath its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice hereunder to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

SECTION 12. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Seller to the Purchaser (and by the Purchaser to the Trustee).

SECTION 13. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

SECTION 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same agreement.

SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

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SECTION 16. Attorneys Fees. If any legal action, suit or proceeding is commenced between the Seller and the Purchaser regarding their respective rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, attorneys’ fees and court costs (including, without limitation, expert witness fees). As used herein, the term “prevailing party” shall mean the party which obtains the principal relief it has sought, whether by compromise settlement or judgment. If the party which commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party.

SECTION 17. Further Assurances. The Seller and the Purchaser agree to execute and deliver such instruments and take such further actions as the other party may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

SECTION 18. Successors and Assigns. The rights and obligations of the Seller under this Agreement shall not be assigned by the Seller without the prior written consent of the Purchaser, except that any person into which the Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party, or any person succeeding to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, as may be required to effect the purposes of the Pooling and Servicing Agreement, and the assignee shall, to the extent of such assignment, succeed to the rights and obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Underwriters and the Initial Purchasers (each as intended third party beneficiaries hereof) and their permitted successors and assigns, and the officers, directors and controlling persons referred to in Section 7. This Agreement is enforceable by the Underwriters and the other third party beneficiaries hereto in all respects to the same extent as if they had been signatories hereof.

SECTION 19. Amendments. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by a duly authorized officer of the party, or third party beneficiary, against whom such waiver or modification is sought to be enforced. No amendment to the Pooling and Servicing Agreement which relates to defined terms contained therein, Section 2.01(d) thereof or the repurchase obligations or any other obligations of the Seller shall be effective against the Seller (in such capacity) unless the Seller shall have agreed to such amendment in writing.

SECTION 20. Accountants’ Letters. The parties hereto shall cooperate with KPMG LLP, Ernst & Young LLP or PricewaterhouseCoopers LLP, as applicable, in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letters required by the Underwriting Agreement.

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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 XXXXXXXX

		Name:

		Title:


	Address for Notices:

	0000 Xxxx Xxxxxxx
	Xxxxxxxxx, Xxxxxxxxxx 00000
	Attention: Xxxxxx Xxxxxxxx
	Telecopier No.: (000) 000-0000
	with a copy to Xxxx Xxxxx
	Telecopier No.: (000) 000-0000

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.

PURCHASER

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.

By:	/s/ XXXXXXX X. XXXXXX

	Name:	Xxxxxxx X. Xxxxxx
	Title:	Managing Director

Address for Notices:

	One Wachovia Center
	000 Xxxxx Xxxxxxx Xxxxxx
	Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
	Telecopier No.: (000) 000-0000
	Telephone No.: (000) 000-0000

SCHEDULE I

General Mortgage Representations and Warranties

For purposes of this Schedule I, the phrases “to the knowledge of the Seller” or “to the Seller’s knowledge” shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Seller or any servicer acting on its behalf regarding the matters referred to, in each case: (i) at the time of the Seller’s origination or acquisition of the particular Mortgage Loan, after the Seller having conducted such inquiry and due diligence into such matters as would be customarily performed by a prudent institutional commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent to such origination, the Seller having utilized monitoring practices that would be utilized by a prudent commercial or multifamily, as applicable, mortgage lender and having made prudent inquiry as to the knowledge of the servicer servicing such Mortgage Loan on its behalf. Also, for purposes of these representations and warranties, the phrases “to the actual knowledge of the Seller” or “to the Seller’s actual knowledge” shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Seller or any servicer acting on its behalf without any express or implied obligation to make inquiry. All information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the knowledge and the actual knowledge of the Seller. Wherever there is a reference to receipt by, or possession of, the Seller of any information or documents, or to any action taken by the Seller or not taken by the Seller, such reference shall include the receipt or possession of such information or documents by, or the taking of such action or the failure to take such action by, the Seller or any servicer acting on its behalf.

1.	The information pertaining to each Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct in all material respects as of the Cut-Off Date and included all of the material information required by the definition of Mortgage Loan Schedule.

2.	As of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan.

3.	Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan. Upon consummation of the transactions contemplated by the Mortgage Loan Purchase Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan (other than those rights to servicing and related compensation as reflected in the Mortgage Loan Schedule) free and clear of any pledge, lien or security interest.

4.	The proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder.

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5.	Each related Mortgage Note, Mortgage, Assignment of Leases (if a document separate from the Mortgage) and other agreement executed by the related Mortgagor in connection with such Mortgage Loan is legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (i) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The related Mortgage Note and Mortgage contain no provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other Person. With respect to any Mortgaged Property that has tenants, there exists as either part of the Mortgage or as a separate document, an assignment of leases.

6.	As of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there is no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, and the Seller has no knowledge of such rights, defenses or counterclaims having been asserted.

7.	Each related assignment of Mortgage and assignment of Assignment of Leases from the Seller to the Trustee constitutes the legal, valid and binding first priority assignment from the Seller, except as such enforcement may be limited by bankruptcy, insolvency, redemption, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each Mortgage and Assignment of Leases is freely assignable.

8.	Each related Mortgage is a valid and enforceable first lien on the related Mortgaged Property subject only to the exceptions set forth in paragraph (5) above and the following title exceptions (each such title exception, a “Title Exception”, and collectively, the “Title Exceptions”): (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the

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	exceptions (general and specific) and exclusions set forth in the applicable policy described in paragraph (12) below or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is a Crossed Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property. Except with respect to Crossed Loans and as provided below, there are no mortgage loans that are senior or pari passu with respect to the related Mortgaged Property or such Mortgage Loan.

9.	UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid security interest in all items of personal property located on the Mortgaged Property that are owned by the Mortgagor and either (i) are reasonably necessary to operate the Mortgaged Property or (ii) are (as indicated in the appraisal obtained in connection with the origination of the related Mortgage Loan) material to the value of the Mortgaged Property (other than any personal property subject to a purchase money security interest or a sale and leaseback financing arrangement permitted under the terms of such Mortgage Loan or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, and the Mortgages, security agreements, chattel Mortgages or equivalent documents related to and delivered in connection with the related Mortgage Loan establish and create a valid and enforceable lien and priority security interest on such items of personalty except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditor’s rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection.

10.	All real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become

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	delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

11.	In the case of each Mortgage Loan, one or more engineering assessments were performed and prepared by an independent engineering consultant firm, which visited the related Mortgaged Property not more than 12 months prior to the origination date of the related Mortgage Loan, and, except as set forth in an engineering report prepared in connection with such assessment, a copy of which has been delivered to the Purchaser or its designee, the related Mortgaged Property is, to the Seller’s knowledge, relying solely on the review of such engineering assessment(s), in good repair, free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan. If an engineering report revealed any such damage or deficiencies, material deferred maintenance or other similar conditions as described in the preceding sentence either (1) an escrow of funds equal to at least 125% of the amount estimated to effect the necessary repairs, or such other amount as a prudent commercial mortgage lender would deem appropriate under the circumstances was required or a letter of credit in such amount was obtained or (2) such repairs and maintenance have been completed. As of the date of origination of such Mortgage Loan there was no proceeding pending, and subsequent to such date, the Seller has not received notice of any pending or threatening proceeding for the condemnation of all or any material portion of the Mortgaged Property securing any Mortgage Loan.

12.	The Seller has received an ALTA lender’s title insurance policy or a comparable form of lender’s title insurance policy (or if such policy has not yet been issued, such insurance may be evidenced by escrow instructions, a “marked up” pro forma or specimen policy or title commitment, in either case, marked as binding and countersigned by the title insurer or its authorized agent at the closing of the related Mortgage Loan) as adopted in the applicable jurisdiction (the “Title Insurance Policy”), which to the Seller’s knowledge, was issued by a title insurance company qualified to do business in the jurisdiction where the applicable Mortgaged Property is located to the extent required, insuring that the related Mortgage is a valid first lien in the original principal amount of the related Mortgage Loan on the Mortgagor’s fee simple interest (or, if applicable, leasehold interest) in the portion of the Mortgaged Property comprised of real estate, subject only to the Title Exceptions. Such Title Insurance Policy was issued in connection with the origination of the related Mortgage Loan. No claims have been made under such Title Insurance Policy. Such Title Insurance Policy is in full force and effect, provides that the originator of the related Mortgage Loan, its successors or assigns is the sole named insured, and all premiums thereon have been paid. The Seller has not done, by act or omission, and the Seller has no knowledge of, anything that would impair the coverage under such Title Insurance Policy. Immediately following the transfer and assignment of the related Mortgage Loan to the Purchaser (including endorsement and delivery of the related Mortgage Note to the Purchaser and recording of the related Assignment of Mortgage in favor of Purchaser in the applicable real estate records), such Title Insurance

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	Policy will inure to the benefit of the Purchaser without the consent of or notice to the title insurer. Such Title Insurance Policy contains no material exclusions for, or affirmatively insures against any losses arising from (other than in jurisdictions in which affirmative insurance is unavailable) (a) access to public roads, (b) that there are no material encroachments of any part of the building thereon over easements and (c) that the land shown on the survey is the same as the property legally described in the Mortgage.

13.	Each Mortgaged Property was covered by (1) a fire and extended perils included within the classification “All Risk of Physical Loss” insurance policy in an amount (subject to a customary deductible) at least equal to the lesser of the replacement cost of improvements located on such Mortgaged Property, with no deduction for depreciation, or the outstanding principal balance of the Mortgage Loan and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (2) business interruption or rental loss insurance in an amount at least equal to 12 months of operations of the related Mortgaged Property; and (3) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount customarily required by prudent commercial mortgage lenders, but not less than $1 million. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475 year lookback with a 10% probability of exceedance in a 50 year period. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A-:V” (or the equivalent) by A.M. Best Company or “BBB-” (or the equivalent) from S&P or Fitch or “Baa3” (or the equivalent) from Xxxxx’x. If the Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina such Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Mortgaged Property. Such insurance is required by the Mortgage or related Mortgage Loan documents and was in full force and effect with respect to each related Mortgaged Property at origination and to the knowledge of the Seller, all insurance coverage required under each Mortgage or related Mortgage Loan documents, is in full force and effect with respect to each related Mortgaged Property; and no notice of termination or cancellation with respect to any such insurance policy has been received by the Seller; and except for certain amounts not greater than amounts which would be considered prudent by a commercial mortgage lender with respect to a similar mortgage loan and which are set forth in the related Mortgage or related Mortgage Loan documents, any insurance proceeds in respect of a casualty loss will be applied either to (1) the repair or restoration of the related Mortgaged Property with mortgagee or a third party custodian acceptable to the mortgagee having the right to hold and disburse the proceeds as the repair or restoration progresses, other than with respect to amounts that are customarily acceptable to commercial and multifamily mortgage lending

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	institutions, or (2) the reduction of the outstanding principal balance of the Mortgage Loan and accrued interest thereon. To the Seller’s actual knowledge, the insurer with respect to each policy is qualified to write insurance in the relevant jurisdiction to the extent required. The insurance policies contain a standard mortgagee clause naming the originator of the related Mortgage Loan, its successors and assigns as loss payees in the case of property insurance policies and additional insureds in the case of liability insurance policies and provide that they are not terminable and may not be reduced without 30 days prior written notice to the mortgagee (or, with respect to non-payment of premiums, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage or related Mortgage Loan documents require that the Mortgagor maintain insurance as described above or permits the mortgagee to require insurance as described above, and permits the mortgagee to purchase such insurance at the Mortgagor’s expense if the Mortgagor fails to do so. Additionally, for any Mortgage Loan having an unpaid principal balance equal to or greater than $15,000,000, the Insurer has a claims paying ability rating from S&P or Fitch of not less than “A-” (or the equivalent) or A.M. Best of not less than “A-:V” (or the equivalent).

14.	(A) Other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and to the Seller’s actual knowledge no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller in any paragraph of this Schedule I or in any paragraph of Schedule II, and (B) the Seller has not waived any material default, breach, violation or event of acceleration under such Mortgage or Mortgage Note, except for a written waiver contained in the related Mortgage File being delivered to the Purchaser, and no such waiver has been granted since the date upon which the due diligence file related to the applicable Mortgage Loan was delivered to Allied Capital Corporation, and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Mortgage File no Person or party other than the holder of such Mortgage Note may declare any event of default or accelerate the related indebtedness under either of such Mortgage or Mortgage Note.

15.	As of the Closing Date, each Mortgage Loan is not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment.

16.	Except with respect to ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Rate (exclusive of any default interest, late charges or prepayment premiums) of such Mortgage Loan is a fixed rate.

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17.	Other than with respect to the Companion Loans, no related Mortgage or related Mortgage Loan Documents provides for or permits, without the prior written consent of the holder of the Mortgage Note, the related Mortgaged Property to secure any other promissory note or obligation except as expressly described in such Mortgage or related Mortgage Loan documents.

18.	Each Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3)of the Code (without regard to Treasury Regulations Sections 1.860-G (2)(a)(3) and 1.860-G(2)(f)(2)), is directly secured by a Mortgage on a commercial property or a multifamily residential property, and either (1) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such Mortgage Loan as of the Testing Date (as defined below), or (2) the fair market value of the interest in real property which secures such Mortgage Loan was at least equal to 80% of the principal amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of the Closing Date. For purposes of the previous sentence, (1) the fair market value of the referenced interest in real property shall first be reduced by (a) the amount of any lien on such interest in real property that is senior to the Mortgage Loan, and (b) a proportionate amount of any lien on such interest in real property that is on a parity with the Mortgage Loan, and (2) the “Testing Date” shall be the date on which the referenced Mortgage Loan was originated unless (a) such Mortgage Loan was modified after the date of its origination in a manner that would cause a “significant modification” of such Mortgage Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such “significant modification” did not occur at a time when such Mortgage Loan was in default or when default with respect to such Mortgage Loan was reasonably foreseeable. However, if the referenced Mortgage Loan has been subjected to a “significant modification” after the date of its origination and at a time when such Mortgage Loan was not in default or when default with respect to such Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such “significant modification” occurred. The related Mortgaged Property, if acquired by a REMIC in connection with the default or imminent default of such Mortgage Loan and if operated in accordance with Treasury Regulations Section 1.856-6, would constitute “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

19.	One or more environmental site assessments or updates thereof (meeting American Society for Testing and Materials (ASTM) standards) were performed by an environmental consulting firm independent of the Seller and the Seller’s affiliates with respect to each related Mortgaged Property during the 18-months preceding the origination of the related Mortgage Loan, and the Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s). If any such environmental report identified any Recognized Environmental Condition (REC), as that term is defined in the Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment

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	Process Designation: E 1527-00, as recommended by the American Society for Testing and Materials (ASTM), with respect to the related Mortgaged Property and the same have not been subsequently addressed in all material respects, then either (i) an escrow of 100% or more of the amount identified as necessary by the environmental consulting firm to address the REC is held by the Seller for purposes of effecting same (and the borrower has covenanted in the Mortgage Loan documents to perform such work), (ii) the related borrower or other responsible party having financial resources reasonably estimated to be adequate to address the REC is required to take such actions or is liable for the failure to take such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority or any environmental law or regulation, (iii) the borrower has provided an environmental insurance policy, (iv) an operations and maintenance plan has been or will be implemented or (v) such conditions or circumstances were investigated further and based upon such additional investigation, a qualified environmental consultant recommended no further investigation or remediation. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property insured by an environmental insurance policy have been delivered to or disclosed to the environmental insurance carrier or insurance broker issuing such policy prior to the issuance of such policy. The Mortgage Loan documents require the borrower to comply with all applicable environmental laws and each Mortgagor has agreed to indemnify the mortgagee for any losses resulting from any material, adverse environmental condition or failure of the Mortgagor to abide by such laws or has provided environmental insurance.

20.	Each related Mortgage and Assignment of Leases, together with applicable state law, contains customary and enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the benefits of the security, including realization by judicial or, if applicable, non-judicial foreclosure, subject to the effects of bankruptcy, insolvency, reorganization, receivership, moratorium, redemption, liquidation or similar law affecting the right of creditors and the application of principles of equity.

21.	No Mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding.

22.	Each Mortgage Loan is a whole loan (except in respect to each Co-Lender Loan) and contains no equity participation by the lender or shared appreciation feature and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property or, other than the ARD Loans, provide for negative amortization. The Seller holds no preferred equity interest.

23.	Each Mortgage or related Mortgage Loan document contains a “due on sale” clause, which provides for the acceleration of the payment of the unpaid principal balance of the related Mortgage Loan if, without the prior written consent of the holder of the Mortgage, either the related Mortgaged Property, or any equity interest in the related Mortgagor, is directly or indirectly transferred, sold or pledged, other than by reason of family and estate planning transfers, transfers by devise, descent or operation of law upon the death of a member, general partner or shareholder of the related Borrower, transfers of less than

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	a controlling interest (as such term is defined in the related Mortgage Loan documents) in the Mortgagor, issuance of non-controlling new equity interests, transfers to an affiliate meeting the requirements of the Mortgage Loan, transfers among existing members, partners or shareholders in the Mortgagor, transfers among affiliated Mortgagors with respect to Crossed Loans or multi-property Mortgage Loans or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan (such as pledges of ownership interests that do not result in a change of control). Each Mortgage or related Mortgage Loan documents require the Mortgagor to pay all reasonable fees and expenses associated with securing the consents or approvals described in the preceding sentence including the cost of any required counsel opinions relating to REMIC or other securitization and tax issues and any applicable Rating Agency fees.

24.	Except as set forth in the related Mortgage File, the terms of the related Mortgage Note and Mortgage(s) have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage and no such waiver, modification, alteration, satisfaction, impairment, cancellation, subordination or rescission has occurred since the date upon which the due diligence file related to the applicable Mortgage Loan was delivered to Allied Capital Corporation.

25.	Each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

26.	Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage, in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) in consideration of payment therefor of not less than 125% of the related allocated loan amount of such Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon defeasance permitted under the terms of such Mortgage Loan by means of substituting for the Mortgaged Property (or, in the case of a Mortgage Loan secured by multiple Mortgaged Properties, one or more of such Mortgaged Properties) “government securities”, as defined in the Investment Company Act of 1940, as amended, sufficient to pay the Mortgage Loan in accordance with its terms, (d) upon substitution of a replacement property with respect to such Mortgage Loan as set forth on Schedule II below, (e) where release is conditional upon the satisfaction of certain underwriting and legal requirements which would be acceptable to a reasonably prudent commercial mortgage lender and the payment of a release price that represents at least 125% of the appraised value of such Mortgaged Property or (f) releases of unimproved out-parcels or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the security for the Mortgage Loan and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan.

27.	To the Seller’s knowledge, as of the date of origination of such Mortgage Loan, based on an opinion of counsel, an endorsement to the related title policy, a zoning letter or a

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	zoning report, and, to the Seller’s knowledge, as of the Cut-Off Date, there are no violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property, the improvements thereon or the use and occupancy thereof which would have a material adverse effect on the value, operation or net operating income of the Mortgaged Property which are not covered by title insurance. Any non-conformity with zoning laws constitutes a legal non-conforming use or structure which, in the event of casualty or destruction, may be restored or repaired to the full extent of the use or structure at the time of such casualty, or for which law and ordinance insurance coverage has been obtained in amounts customarily required by prudent commercial mortgage lenders, or such non-conformity does not materially and adversely affect the use, operation or value of the Mortgaged Property.

28.	To the Seller’s actual knowledge based on surveys and/or the title policy referred to herein obtained in connection with the origination of each Mortgage Loan, none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor’s use and operation of such Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

29.	Each Mortgage Loan with an original principal balance over $5,000,000 requires the Mortgagor to be for at least for so long as the Mortgage Loan is outstanding and, to Seller’s actual knowledge, each Mortgagor is, a Single-Purpose Entity. For this purpose, “Single-Purpose Entity” means a person, other than an individual, whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan documents, substantially to the effect that such Mortgagor (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. With respect to each Mortgage Loan with an original principal balance over $15,000,000, the organizational documents of the related Mortgagor provide substantially to the effect that such Mortgagor (i) does not and will not have any material assets other than those related to its interest in such Mortgaged Property or Properties or the financing thereof; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan documents; (iii) maintains its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; and (iv) holds itself out as being a legal entity, separate and apart from any other person. Each such Mortgage Loan having an original principal balance of $20,000,000 or more has a counsel’s opinion regarding non-consolidation of the Mortgagor in any insolvency proceeding involving any other party. The organizational

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	documents of any Mortgagor on a Mortgage Loan having an original principal balance of $15,000,000 or more which is a single member limited liability company provide that the Mortgagor shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. With respect to any such single member limited liability company, which is the Mortgagor on a Mortgage Loan having an original principal balance of $15,000,000 or more, the Mortgage Loan has an opinion of such Mortgagor’s counsel confirming that the law of the jurisdiction in which such single member limited liability company was organized permits such continued existence upon such bankruptcy, dissolution, liquidation or death of the sole member of the Mortgagor.

30.	No advance of funds has been made other than pursuant to the loan documents, directly or indirectly, by the Seller to the Mortgagor and, to the Seller’s actual knowledge, no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note or the Mortgage.

31.	As of the date of origination and, to the Seller’s actual knowledge, as of the Cut-Off Date, there was no pending action, suit or proceeding, or governmental investigation of which it has received notice, against the Mortgagor or the related Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect such Mortgagor’s ability to pay principal, interest or any other amounts due under such Mortgage Loan or the security intended to be provided by the Mortgage Loan documents or the current use of the Mortgaged Property.

32.	As of the date of origination, and, to the Seller’s actual knowledge, as of the Cut-Off Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law.

33.	The Mortgage Loan and the interest (exclusive of any default interest, late charges or prepayment premiums) contracted for on such Mortgage Loan (other than an ARD Loan after the Anticipated Repayment Date) complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

34.	Except with respect to the Companion Loan of any Co-Lender Loan, the related Mortgage Note is not secured by any collateral that secures a Mortgage Loan that is not in the Trust Fund and each Crossed Loan is cross-collateralized only with other Mortgage Loans sold pursuant to this Agreement.

35.	The improvements located on the Mortgaged Property are either not located in a federally designated special flood hazard area or, if so located, the Mortgagor is required to maintain or the mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect in an amount no less than the lesser of (i) the original principal balance of the Mortgage Loan, (ii) the value of such improvements on the related Mortgaged Property located in such flood hazard area or (iii) the maximum allowed under the related federal flood insurance program.

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36.	All escrow deposits and payments required pursuant to the Mortgage Loan as of the Closing Date required to be deposited with the Seller in accordance with the Mortgage Loan documents have been so deposited, are in the possession, or under the control, of the Seller or its agent and there are no deficiencies in connection therewith.

37.	To the Seller’s actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial and multifamily mortgage lending institutions with respect to the related geographic area and properties comparable to the related Mortgaged Property, as of the date of origination of the Mortgage Loan, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property by the related Mortgagor, and, as of the Cut-Off Date, the Seller has no actual knowledge that the related Mortgagor, the related lessee, franchisor or operator was not in possession of such licenses, permits and authorizations. The Mortgage Loan documents require the borrower to maintain all such licenses, permits, authorizations and franchises.

38.	The origination (or acquisition, as the case may be), servicing and collection practices used by the Seller with respect to the Mortgage Loan have been in all respects legal and have met customary industry standards for servicing of commercial mortgage loans for conduit loan programs.

39.	Except for Mortgagors under Mortgage Loans the Mortgaged Property with respect to which includes a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related Mortgaged Property.

40.	The Mortgage Loan documents for each Mortgage Loan provide that each Mortgage Loan is non-recourse to the related Mortgagor except that the related Mortgagor and an additional guarantor who is a natural person accepts responsibility for fraud and/or other intentional material misrepresentation and environmental indemnity. Furthermore, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor and an additional guarantor, who is a natural person, shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the Mortgagee or applied to the Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Mortgage Loan documents.

41.	Subject to the exceptions set forth in paragraph (5) and upon possession of the Mortgaged Property as required under applicable state law, the Assignment of Leases set forth in the Mortgage or separate from the related Mortgage and related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and enforceable lien and security interest in the related Mortgagor’s interest in all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the real property.

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42.	With respect to such Mortgage Loan, any prepayment premium and Yield Maintenance Charge constitutes a “customary prepayment penalty” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).

43.	If such Mortgage Loan contains a provision for any defeasance of mortgage collateral, such Mortgage Loan permits defeasance (1) no earlier than two years after the Closing Date and (2) only with substitute collateral constituting “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note. Such Mortgage Loan was not originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages. In addition, if such Mortgage contains such a defeasance provision, it provides (or otherwise contains provisions pursuant to which the holder can require) that an opinion be provided to the effect that such holder has a first priority perfected security interest in the defeasance collateral. The related Mortgage Loan documents permit the lender to charge all of its expenses associated with a defeasance to the Mortgagor (including rating agencies’ fees, accounting fees and attorneys’ fees), and provide that the related Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain certain provisions pursuant to which the lender can require) (a) an accountant’s certification as to the adequacy of the defeasance collateral to make payments under the related Mortgage Loan for the remainder of its term, (b) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (c) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates. Notwithstanding the foregoing, some of the Mortgage Loan documents may not affirmatively contain all such requirements, but such requirements are effectively present in such documents due to the general obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of Counsel.

44.	To the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located at all times when it originated and held the Mortgage Loan.

45.	Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan.

46.	Except with respect to the Companion Loan of any Co-Lender Loan, none of the Mortgaged Properties is encumbered, and none of the Mortgage Loan documents permits the related Mortgaged Property to be encumbered subsequent to the Closing Date without the prior written consent of the holder thereof, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Cut-Off Date of the related Mortgage Loan).

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47.	Each related Mortgaged Property constitutes one or more complete separate tax lots (or the related Mortgagor has covenanted to obtain separate tax lots and a Person has indemnified the mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy.

48.	An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan; and such appraisal satisfied either (A) the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in effect on the date such Mortgage Loan was originated.

49.	In the origination and servicing of the Mortgage Loan, neither Seller nor any prior holder of the Mortgage Loan participated in any fraud or intentional material misrepresentation with respect to the Mortgage Loan. To Seller’s knowledge, no Mortgagor or guarantor originated a Mortgage Loan.

50.	Each Mortgage or related Mortgage Loan documents require the Mortgagor upon request to provide the owner or holder of the Mortgage with quarterly (except for some Mortgage Loans with an original principal balance less than $5,000,000) and annual operating statements (or a balance sheet and statement of income and expenses, rent rolls (if there is more than one tenant) and related information, which annual financial statements for all Mortgage Loans with an outstanding principal balance greater than $20,000,000 are required to be audited by an independent certified public accountant.

51.	Each Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the Mortgaged Property is currently being utilized.

52.	If the Mortgaged Property securing any Mortgage Loan is covered by a secured creditor policy, then:

(a)	the Seller:

	(i)	has disclosed, or is aware that there has been disclosed, in the application for such policy or otherwise to the insurer under such policy the “pollution conditions” (as defined in such policy) identified in any environmental reports related to such Mortgaged Property which are in the Seller’s possession or are otherwise known to the Seller; or

	(ii)	has delivered or caused to be delivered to the insurer or its agent under such policy copies of all environmental reports in the Seller’s possession related to such Mortgaged Property;

	in each case, with respect to (i) or (ii), to the extent required by such policy or to the extent the failure to make any such disclosure or deliver any such report

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		would materially and adversely affect the Mortgagor’s ability to recover under such policy;

	(b)	all premiums for such insurance have been paid;

	(c)	such insurance is in full force and effect;

	(d)	such insurance has a term of at least 5 years beyond the maturity date (or the Anticipated Repayment Date for ARD Loans) of such Mortgage Loan;

	(e)	an environmental report, a property condition report or an engineering report was prepared that included an assessment for lead-based paint (“LBP”) (in the case of a multifamily property built prior to 1978), asbestos-containing materials (“ACM”) (in the case of any property built prior to 1985) and radon gas (“RG”) (in the case of a multifamily property) at such Mortgaged Property and (ii) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting such Mortgaged Property, then, except as otherwise described on Schedule II, (A) the related Borrower was required to remediate such condition or circumstance prior to the closing of the subject Mortgage Loan, or (B) the related Borrower was required to provide additional security reasonably estimated to be adequate to cure such condition or circumstance, or (C) such report did not recommend any action requiring the expenditure of any material funds and the related Mortgage Loan documents require the related Borrower to establish an operations and maintenance plan with respect to such condition or circumstance after the closing of such Mortgage Loan; and

	(f)	rights under such policy inure to the benefit of the Purchaser.

53.	Each Mortgage Loan is secured by the fee interest in the related Mortgaged Property, except with respect to loan numbers 3, 11, 13 and 19 listed on the Mortgage Loan Schedule, which Mortgage Loans are each secured in whole or in part by the interest of the related Mortgagor as a lessee under a ground lease of a Mortgaged Property (a “Ground Lease”) (the term Ground Lease shall mean such ground lease, all written amendments and modifications, and any related estoppels or agreements from the ground lessor and, in the event the Mortgagor’s interest is a ground subleasehold, shall also include not only such ground sublease but also the related ground lease), but not by the related fee interest in such Mortgaged Property (the “Fee Interest”) and:

	(a)	Such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date, and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially adversely affect the security provided by the related Mortgage; and there has been no material change in the terms of such Ground Lease since its

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		recordation, with the exception of written instruments which are a part of the related Mortgage File;

	(b)	Such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related Fee Interest and Title Exceptions;

	(c)	The Mortgagor’s interest in such Ground Lease is assignable to the mortgagee and its successors and assigns upon notice to, but without the consent of, the lessor thereunder (or, if such consent is required, it has been obtained prior to the Cut-Off Date) and, in the event that it is so assigned, is further assignable by the mortgagee and its successors and assigns upon notice to, but without the need to obtain the consent of, such lessor (or, if such consent is required, it has been obtained prior to the Cut-Off Date);

	(d)	As of the Closing Date such Ground Lease is in full force and effect, and the Seller has not received notice (nor is the Seller otherwise aware) that any default has occurred under such Ground Lease as of the Cut-Off Date;

	(e)	Seller or its agent has provided the lessor under the Ground Lease with notice of its lien, and such Ground Lease requires the lessor to give notice of any default by the lessee to the mortgagee, and such Ground Lease, further provides that no notice of termination given under such Ground Lease is effective against such mortgagee unless a copy has been delivered to such mortgagee in the manner described in such Ground Lease;

	(f)	The mortgagee under such Mortgage Loan is permitted a reasonable opportunity to cure any default under such Ground Lease (including where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease), which is curable after the receipt of written notice of any such default, before the lessor thereunder may terminate such Ground Lease, and all of the rights of the Mortgagor under such Ground Lease and the related Mortgage (insofar as it relates to the Ground Lease) may be exercised by or on behalf of the mortgagee;

	(g)	Such Ground Lease has a current term (including one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by the Seller, its successors or assigns) which extends not less than 10 years beyond the amortization term of the related Mortgage Loan;

	(h)	Such Ground Lease requires the lessor to enter into a new lease with the mortgagee under such Mortgage Loan upon termination of such Ground Lease for any reason, including rejection of such Ground Lease in a bankruptcy proceeding;

	(i)	Under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds or condemnation award will be applied either (i) to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee under such Mortgage Loan or a trustee appointed by it having the right

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		to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or (ii) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon;

	(j)	Such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by a prudent commercial mortgage lender; and the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of the Mortgaged Property subject to such Ground Lease for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage; and

	(k)	Such Ground Lease may not be amended or modified without the prior consent of the mortgagee under such Mortgage Loan and any such action without such consent is not binding on such mortgagee, its successors or assigns.

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SCHEDULE II

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Exceptions to Representation 5

Loans				Description of Exception

All Loans				The related Mortgage Note and Mortgage contain no provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other person; provided that each mortgage loan may contain certain notice requirements.

Exceptions to Representation 8

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	With regard to the Mortgaged Property located in The Woodlands, Texas (Residence Inn), pursuant to a Contract for Purchase and Sale of Real Property, dated June 29, 2001 (a memorandum of which is of record), the Mortgaged Property is subject to an option to purchase such property for a price and upon such terms and conditions as those upon which the Mortgagor would sell the Mortgaged Property to a third party (or for a price and upon such terms and conditions which are no less favorable than those with a third party). The Title Insurance Policy relating to this Mortgaged Property provided affirmative title insurance coverage over this purchase option by removing it as a title exception.

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4	Xxxxxxxxxx Portfolio I—Pool A	With regard to the two Mortgaged Properties located in Sioux Falls, South Dakota recorded deeds exist in the chain of title, each of which contains a right of first refusal, which provide that if the owner of the subject property receives a bonafide enforceable written offer or offers (a) to purchase or lease the property or a portion thereof, or (b) for the option to purchase or lease the property or a portion thereof, written notice shall be given to the grantor under such deed, and such party shall have sixty days to elect to reacquire the property pursuant to the terms and conditions set forth in the offer. In addition, if the owner of the subject property (i) wishes to change the use of such property from its then current use (i.e., as a 78-unit Courtyard by Marriott, or as a 63-unit Fairfield Inn, as applicable), (ii) closes the business being operated on such property for more than ninety days, or (iii) the improvements are destroyed and are not restored within 1 year from the date of destruction, then such grantor shall have the right to reacquire such property upon thirty days written notice. The price to be paid for such property shall be the owner’s cost for the land, improvements, and personal property, less straight line depreciation pursuant to IRS regulations to the date of closing or casualty. The Title Insurance Policies relating to these Mortgaged Properties provided affirmative title insurance coverage over these purchase options by removing them as title exceptions.

7	Eastmont Town Center	The Mortgaged Property is the subject of litigation pending in Alameda Superior Court captioned: Xxxxxxx Xxxxxxxxxxxx, Xxxxxx Bocarra, Natalie Xxxxx, et al. v. Bayside Mortgage & Loan Company, Inc., et al., Case No. RG 04141019. The litigation involves, among other things, claims with respect to the purchase of the Mortgaged Property by the prior owner of the Mortgaged Property and by the sponsors of the Mortgagor.

19	Santa Xxxxxx	The individual properties located at 0000 Xxxxx 00^xx and 0000 Xxxxx 00^xx, XxXxxxx, Xxxxx are subject to a tax suit regarding taxes by the Xxxxxxx Independent School District Taxes for the years 2000 through 2004 ($6,233.80 outstanding). $24,350 was deposited into a tax escrow at closing of the Mortgage Loan to be disbursed upon proof that no taxes are due and owing to the Xxxxxxx Independent School District.

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Xxxxxxx Xxxxxxxxx Portfolio

The loan permits release from the lien of the Mortgage of two (2) properties which are subject to options to purchase in favor of tenants under Leases, and if the net proceeds from such sale is less than an amount sufficient to purchase defeasance collateral equal to 125% of the allocated loan amount of the applicable Property, the Borrower is required to deposit the shortfall with Lender so that Lender can purchase the defeasance collateral or a cash management period will exist until cash flow from the properties, after satisfying debt service and required deposits to all other reserves, is sufficient to provide for such shortfall.

Exception to Representation 9

Loans				Description of Exception

All Loans				Except as otherwise provided in this exception to representation 9, with respect to the Countrywide loans, UCC Financing Statements that have not been filed and/ or recorded have been submitted (or submitted to a title company pursuant to escrow instructions) in proper form for filing and recording.

Exception to Representation 10

Loans		Description of Exception

19	Santa Xxxxxx	The individual properties located at 0000 Xxxxx 00^xx and 0000 Xxxxx 00^xx, XxXxxxx, Xxxxx are subject to a tax suit regarding taxes by the Xxxxxxx Independent School District Taxes for the years 2000 through 2004 ($6,233.80 outstanding). $24,350 was deposited into a tax escrow at closing of the Mortgage Loan to be disbursed upon proof that no taxes are due and owing to the Xxxxxxx Independent School District.

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Exception to Representation 11

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	Repair costs related to certain deferred maintenance items concerning six of the Mortgaged Properties (with an estimated aggregate repair cost of $11,400), were not escrowed upon origination of the Mortgage Loan. The related Mortgagor is obligated to complete such repairs within six months following the origination date of the Mortgage Loan.

Exceptions to Representation 12

Loans		Description of Exception

3	Xxxxxxxxxx Portfolio I—Pool A	The portion of the loan amount secured by the Mortgage encumbering the Mortgaged Property located in Cheektowaga/Buffalo, New York is limited to $887,500.

3	Xxxxxxxxxx Portfolio I—Pool B	The portion of the loan amount secured by the Mortgage encumbering the Mortgaged Property located in Cheektowaga/Buffalo, New York is limited to $8,281,864.22.

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Exceptions to Representation 13

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	With regard to the Mortgaged Properties which consist of the related Mortgagor’s underlying fee simple interest in the Mortgaged Property (subject to a ground lease), the Mortgagor is not required to carry insurance as provided for in the Mortgage Loan documents to the extent that the ground tenant under such ground lease carries such insurance. The proceeds of any insurance policies carried by the ground tenant must be either (a) applied to the restoration or repair of the relevant Mortgaged Property or (b) applied toward repayment (i) first, of the Xxxxxxxxxx Pool B Loan, and (ii) second, of the Mortgage Loan, to the extent of any excess proceeds.

		In addition to other insurance required pursuant to the terms of the Mortgage Loan documents, the Mortgagors must maintain general liability insurance, including contractual injury, bodily injury, broad form death and property damage liability, “dramshop” or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Mortgaged Properties, and umbrella liability insurance against any and all claims, including all legal liability to the extent insurable imposed upon the Mortgagors and all court costs and attorneys’ fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Mortgaged Properties, as are customarily maintained in businesses such as those operated by the Mortgagors.

		Mortgagors’ insurance policies in place upon origination of the Mortgage Loan are deemed to comply with the requirements of the Mortgage Loan documents until the expiration of the then-current term of such insurance policies.

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3	Xxxxxxxxxx Portfolio I—Pool B	In addition to other insurance required pursuant to the terms of the Mortgage Loan documents, the Mortgagors must maintain general liability insurance, including contractual injury, bodily injury, broad form death and property damage liability, “dramshop” or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Mortgaged Properties, and umbrella liability insurance against any and all claims, including all legal liability to the extent insurable imposed upon the Mortgagors and all court costs and attorneys’ fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Mortgaged Properties, as are customarily maintained in businesses such as those operated by the Mortgagors.

		Mortgagors’ insurance policies in place upon origination of the Mortgage Loan are deemed to comply with the requirements of the Mortgage Loan documents until the expiration of the then-current term of such insurance policies.

000	Xxxxxx Xxxx-Xxxxxxxxxx	The lender acknowledged and agreed that for so long as the Stater lease shall subsist and the obligations contained in the Stater lease are complied with in full (i) lender will accept insurance coverage from the tenant under the Stater lease in form and substance required under the Stater lease and (ii) lender shall make all insurance proceeds or condemnation awards available to the tenant under the Stater lease to rebuild or restore following a casualty or condemnation pursuant to the terms of the Stater lease; provided that: (i) no Event of Default (as defined in the Stater lease) exists under the Stater lease and (ii) the Stater lease is not terminated as a result of the casualty or condemnation. In connection with rebuilding or restoring following any casualty or condemnation, the Stater lease contains, among other things, the provisions set forth on Exhibit I attached hereto.

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All Loans				Except as otherwise provided in this exception to representation 13, the Mortgaged Properties that are required to be insured by windstorm insurance are insured in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost (less physical depreciation) of the improvements located on the related Mortgaged Property.

All Loans				The mortgage loan documents generally require comprehensive general liability insurance that is satisfactory to lender; all of the Countrywide mortgage loans are covered by at least $1 million of general liability insurance. However, comprehensive general liability insurance policies for the mortgage loans known as (I) the Xxxxxxx Xxxxxxxxxx Portfolio has a (x) $50,000 deductible with respect to the Ardmore Airpark property and (y) $250,000 deductible with respect to the ARinc property and (II) Stater Brothers-Ridgecrest has a $50,000 deductible.

Exceptions to Representation 19

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	The Mortgagors and the environmental indemnitor are not obligated under the Mortgage Loan documents to indemnify the lender (a) for any losses which arise out of the fraud or willful misconduct of the lender, or (b) to the extent the fact, circumstances or event relating to any affected Mortgaged Property first arises or accrues from or after any foreclosure by the lender or acceptance of a deed in lieu thereof, or lender or a designee thereof takes physical possession of such Mortgaged Property pursuant to any rights or remedies provided for in the Mortgage Loan documents.

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3	Xxxxxxxxxx Portfolio I—Pool B	The Mortgagors and the environmental indemnitor are not obligated under the Mortgage Loan documents to indemnify the lender (a) for any losses which arise out of the fraud or willful misconduct of the lender, or (b) to the extent the fact, circumstances or event relating to any affected Mortgaged Property first arises or accrues from or after any foreclosure by the lender or acceptance of a deed in lieu thereof, or lender or a designee thereof takes physical possession of such Mortgaged Property pursuant to any rights or remedies provided for in the Mortgage Loan documents.

7	Eastmont Town Center	In connection with the origination of the loan, the borrower disclosed a lawsuit captioned Magnum Drywall Inc. v. S.B.C.C. d/b/a South Bay Construction and certain related Notices of Violation from the Bay Area Quality Control Management District. Generally, the lawsuit involves a dispute regarding the amount owed to a firm in connection with services provided when building out a space at the property. There was apparently a release of asbestos when the space was being built out which resulted in the issuance of the Notice of Violation. The borrower represented that neither the lawsuit nor the Notices of Violation materially and adversely affect (1) the ability of the borrower to pay in full all sums due under the note or any of its other obligations under the loan documents in a timely manner or (2) the ability of the borrower to perform and fulfill all of its obligations under and pursuant to the loan documents.

All Loans		The mortgage loan documents require the borrower to comply in all material respects with all applicable environmental laws.

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Exceptions to Representation 23

Loans		Description of Exception

000	Xxxxxx Xxxx-Xxxxxxxxxx	Borrower can sell the entire Mortgaged Property to a party or parties upon satisfaction of certain conditions set forth in the mortgage loan documents, such as (1) lender shall have consented to such transfer, which consent shall not be conditioned or unreasonably withheld, (2) delivery of a REMIC opinion and (3) the identity, experience, financial condition and creditworthiness of the new borrower and replacement guarantors shall be satisfactory to lender in lender’s reasonable discretion. Transfers of interests in borrower are permitted upon satisfaction of certain conditions set forth in the mortgage loan documents, such as (1) lender shall have consented to such transfer, which consent shall not be conditioned or unreasonably withheld and (2) delivery of opinion letters satisfactory to lender. Transfers and sales of stock in Mesirow Financial Holdings, Inc. are permitted without lender’s consent.

7	Eastmont Town Center	In addition to the listed permitted transfers, sales and pledges, the Mortgage Loan documents permit, among other things, sales of the Mortgaged Property by borrower subject to standards regarding the identity of the purchaser and delivery of documentation in accordance with the Mortgage Loan documents. The owners of the Mortgagor are also permitted to obtain mezzanine financing secured by certain pledges subject to satisfaction of certain conditions set forth in the Mortgage Loan documents.

II-9

Xxxxxxxx Town Center

The Borrower for this loan is three single member limited liability companies, as tenants in common. The loan documents permit the following transfer of equity interests in a Mortgagor without the prior written consent of the Lender: “a one time transfer of all but not less than all of the Equity Interests in one or more of the Individual Borrowers to INVEST LINC/GK PROPERTIES FUND II, LLC, a Delaware limited liability company (“Invest Linc/GK Properties Fund II, LLC”), provided that (A) Manager continues to be responsible for the management of the Property, and such transfer shall not result in a change of the day to day operations of the Property, (B) Borrower shall give Lender notice of such transfer together with copies of all instruments effecting such transfer not less than ten (10) Business Days prior to the date of such transfer, (C) the legal and financial structure of each Individual Borrower, and the single purpose nature and bankruptcy remoteness of each Individual Borrower after such transfer, shall satisfy Lender’s then current applicable underwriting criteria and requirements, (D) Guarantor shall reaffirm in writing its obligations under the Guaranty of Recourse Obligations, the Environmental Indemnity Agreement and any other Loan Documents to which it is a party, (E) each Individual Borrower shall reaffirm in writing its obligations under the Loan Documents to which it is a party and the Tenants-In-Common Agreement, (F) each Individual Borrower and Guarantor shall execute and deliver any and all documentation as may be reasonably required by Lender or required by the Rating Agencies, as the case may be, in form and substance reasonably satisfactory to Lender or satisfactory to the Rating Agencies, as the case maybe be, in Lender’s reasonable discretion or the Rating Agencies’ discretion, as applicable, (G) counsel to each Individual Borrower and Guarantor shall deliver to Lender and the Rating Agencies opinion letters relating to such transfer (including, without limitation, tax opinions) in form and substance reasonably satisfactory to the Lender and satisfactory to the Rating Agencies in Lender’s reasonable discretion and the Rating Agencies’ discretion, (H) Invest Linc/GK Properties Fund II, LLC is managed by GK Properties, Inc., an Illinois corporation, (I) Xxxx Xxxxxxxxx is a direct or indirect equity owner in Invest Linc/GK Properties Fund II, LLC and (J) Borrower shall pay all reasonable expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable attorney fees and expenses.”

II-10

Xxxxxxxx Town Center

The Mortgaged Property may be transferred without the prior written consent of the Lender in “one or more sales of the entire Property to another party (the “Transferee Borrower”), provided that prior to each such sale (a) Borrower shall pay to Lender a transfer fee in the amount of one percent (1%) of the Loan Amount, (b) Intentionally omitted, (c) the identity, experience, financial condition, creditworthiness, single purpose nature and bankruptcy remoteness of the Transferee Borrower and the replacement guarantors and indemnitors shall be reasonably satisfactory to Lender, (d) Borrower, Transferee Borrower, Guarantor and the replacement guarantors and indemnitors shall execute and deliver any and all documentation as may be reasonably required by Lender or required by the Rating Agencies, as the case may be, in form and substance reasonably satisfactory to Lender or satisfactory to the Rating Agencies, as the case may be, in Lender’s reasonable discretion or the Rating Agencies’ discretion, as applicable, (e) counsel to the Transferee Borrower and the replacement guarantors and indemnitors shall deliver to Lender and the Rating Agencies opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance reasonably satisfactory to Lender and satisfactory to the Rating Agencies in Lender’s reasonable discretion and the Rating Agencies’ discretion, (f) Borrower shall deliver (or cause to be delivered) to Lender, an endorsement to the Title Insurance Policy relating to the change in the indemnity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender and (g) Borrower pays all reasonable expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the Title Company for the delivery to Lender of the endorsement referred to in clause (f) above.”

II-11

Westland Mall

II-12

43	Westland Mall	Section 2.8 of the Loan Agreement allows the Borrower the right to have certain undeveloped outlet parcels on the Mortgaged Property released from the lien of the Mortgage without the prior written consent of the Lender, subject to the satisfaction of various conditions precedent, including without limitation, delivery of evidence and certifications that there will be no violations of any leases or reciprocal easement agreements, that the remaining Mortgaged Property has access, sufficient parking, utilities and drainage, that the parcels have been legally subdivided, that the release of the outlots will not have a material adverse effect on the property, that a restrictive covenant contained in an instrument of record impose certain restrictions on the owner of the outlots from entering into leases with tenants on the main parcel, the delivery of endorsements to the Title Insurance Policy, an updated survey, and such other certificates, documents or instruments as Lender may reasonably request and payment to the Lender of a fee and costs and expenses. Section 2.8 of the Loan Agreement was amended pursuant to that certain First Amendment to the Loan Agreement, dated March 2, 2005 to eliminate certain conditions of the release that the borrower satisfied after the closing date.

00	Xxxxxxxx Xxxx	The mortgage lender made a mezzanine loan to the owner of one hundred percent (100%) of the equity interests in the Mortgage Borrower, which loan is secured by a pledge of one hundred percent (100%) of such equity interest. The initial pledge of such equity interest is a permitted transfer under the mortgage loan. In addition, a transfer of such equity interest to the mezzanine lender in connection with the exercise of the mezzanine lender’s rights and remedies under the mezzanine loan documents is permitted without the prior written consent of the mortgage lender provided that such transfer is made in accordance with the terms of the intercreditor agreement.

II-13

19 132	Santa Xxxxxx Santa Xxxxxx-6030 Hollywood	In addition to the listed permitted transfers, sales and pledges, the Mortgage Loan documents permit, among other things, (1) sales of the Mortgaged Property for each separate loan subject to standards regarding the identity of the purchaser and delivery of documentation in accordance with the Mortgage Loan documents, (2) transfers of various ownership or equity interests specified in the loan documents, provided, among other things, that rating confirmation is obtained, (3) any transfers of direct legal or beneficial ownership interest in Fidelity Pension Plan Real Estate Investment LLC (“Fidelity”) and/or GF Santa Xxxxxx LLC (“GF”) ,and (4) transfers of direct legal or beneficial ownership interest in STF Venture LLC held by Fidelity, GF or any of their affiliates to Santa Xxxxxx Realty Trust LLC. In connection with transfers pursuant to clause (1) above, the two loans may be uncrossed subject to satisfaction of certain conditions set forth in the loan documents. The owners of the Mortgagor are also permitted to obtain mezzanine financing secured by certain pledges subject to the satisfaction of certain conditions set forth in the Mortgage Loan documents.

13	000 Xxxx Xxxxxxx	See provisions regarding transfers by TIC Borrowers in Exhibit II.

7	Eastmont Town Center	The direct or indirect parents of the borrower are permitted to obtain mezzanine debt under certain conditions and provided that certain underwriting criteria specified in the mortgage loan documents is met.
11	Xxxxxxx Xxxxxxxxx Xxxxxxxxx 0
00	Xxxxxxx Xxxxx
54	Xxxxx Leaf
72	Regency Tower
19	Santa Xxxxxx
132	Santa Xxxxxx Hollywood

II-14

All Loans

In addition to the listed permitted transfers the mortgage loan documents permit transfers of worn out or obsolete furniture, fixtures and equipment. Also the Borrower can sell the entire Mortgaged Property to a party or parties upon satisfaction of certain conditions set forth in the mortgage loan documents, such as (1) delivery of a REMIC opinion and (2) the identity, experience, financial condition and creditworthiness of the new borrower and replacement guarantors shall be satisfactory to lender in lender’s reasonable discretion. Transfers of interests in borrower are permitted upon satisfaction of certain conditions set forth in the mortgage loan documents, such as (1) lender shall have consented to such transfer, which consent shall not be conditioned or unreasonably withheld and (2) delivery of opinion letters satisfactory to lender.

Exceptions to Representation 24

Loans		Description of Exception

7	Eastmont Town Center	The lender has agreed to waive the requirement that the borrower deposit in escrow an amount equal to the annual insurance premiums for the first year following origination of the loan. The borrower agreed to pay the insurance premiums directly to the insurance company. The waiver was made after the date that the due diligence files were delivered to Allied Capital Corporation.

11	Xxxxxxx Xxxxxxxxx Portfolio	The post closing agreement, required among other things, that Carbonyx, one of the tenants, provide terrorism coverage for the Mortgaged Property that it is occupying, which has an allocated loan amount of approximately $2,100,000. The lender had decided to waive this requirement and the waiver was made after the date that the due diligence files were delivered to Allied Capital Corporation.

II-15

Exceptions to Representation 26

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	This Mortgage Loan permits property substitution.

3	Xxxxxxxxxx Portfolio I—Pool B	This Mortgage Loan permits property substitution.

19 000	Xxxxx Xxxxxx Xxxxx Xxxxxx-0000 Xxxxxxxxx	See exception #23 above.

11	Xxxxxxx Xxxxxxxxx Portfolio	The Mortgage Loan permits release from the lien of the Mortgage of two (2) properties which are subject to options to purchase in favor of tenants under Leases, and if the net proceeds from such sale is less than 125% of the allocated loan amount of the applicable Property, Borrower is required to deposit the shortfall with Lender so that Lender can purchase the defeasance collateral or a cash management period will exist until cash flow from the properties, after satisfying debt service and required deposits to all other reserves, is sufficient to provide for such shortfall.

Exceptions to Representation 27

Loans		Description of Exception

4	Xxxxxxxxxx Portfolio I—Pool A	A final certificate of occupancy for the Mortgaged Property located in El Paso, Texas has not yet been issued, pending satisfaction of a final inspection and certain other conditions.

3	Xxxxxxxxxx Portfolio I—Pool B	A final certificate of occupancy for the Mortgaged Property located in El Paso, Texas has not yet been issued, pending satisfaction of a final inspection and certain other conditions.

II-16

19
132

Santa Xxxxxx
Santa Xxxxxx-6030 Hollywood

The Mortgagor covenanted that parking at each individual property is sufficient to satisfy all legal requirements or that Mortgagor has the capability to restripe the parking areas in conformance with legal requirements.

Exception to Representation 28

Loans		Description of Exception

7	Eastmont Town Center	According to the survey, there is a minor encroachment easement for a 2 foot wide subsurface retaining wall of approximately 70 ft long. The encroachment was affirmatively covered under the lender’s title insurance policy.

Exception to Representation 29

Loans		Description of Exception

40	Hilltop Plaza	The Mortgage Loan was for more than $20,800,000 and Lender waived the requirement of obtaining a non-consolidation opinion.

Exceptions to Representation 31

Loans		Description of Exception

4 3	Xxxxxxxxxx Portfolio I—Pool A Xxxxxxxxxx Portfolio I—Pool B	A class action lawsuit has been filed against the sponsor of the Mortgagors and certain related parties concerning the formation of the Xxxxxxxxxx Motels, Inc. Employee Stock Option Plan (the “ESOP”), which is the majority owner of Xxxxxxxxxx Motels, Inc. (the indirect owner of each of the Mortgagors). None of the Mortgagors are named as defendants in such lawsuit.
4 3	Xxxxxxxxxx Portfolio I—Pool A Xxxxxxxxxx Portfolio I—Pool B

II-17

4 3	Xxxxxxxxxx Portfolio I—Pool A Xxxxxxxxxx Portfolio I—Pool B	A consolidated lawsuit is pending against, among others, the ground lessees of three of the Mortgaged Properties located in Las Vegas, Nevada, concerning mechanics liens in connection with such Mortgaged Properties. The Title Insurance Policies relating to these Mortgaged Properties provided for title insurance coverage for mechanics liens.
4 3	Xxxxxxxxxx Portfolio I—Pool A Xxxxxxxxxx Portfolio I—Pool B

		With respect to Loan Xx. 0 xxx Xxxx Xx. 0, Xxxxxxxxxx Xxxxxxxxx I—Pool A and Xxxxxxxxxx Portfolio I—Pool B, a lawsuit has been filed against the sponsor of the Mortgagors and certain related parties concerning breach of a real estate development contract. The parties thereafter entered into a settlement agreement, which the plaintiff is now challenging. Although the original lawsuit involved the two Mortgaged Properties located in Palmdale, California, the settlement agreement does not involve any of the Mortgagors or any of the Mortgaged Properties.

7	Eastmont Town Center	The Mortgaged Property is the subject of litigation pending in Alameda Superior Court captioned: Xxxxxxx Xxxxxxxxxxxx, Xxxxxx Bocarra, Natalie Xxxxx, et al. v. Bayside Mortgage & Loan Company, Inc., et al., Case No. RG 04141019. The litigation involves, among other things, claims with respect to the purchase of the Mortgaged Property by the prior owner of the Mortgaged Property and by the sponsors of the Mortgagor.

19	Santa Xxxxxx	The individual properties located at 0000 Xxxxx 00^xx and 0000 Xxxxx 00^xx, XxXxxxx, Xxxxx are subject to a tax suit regarding taxes by the Xxxxxxx Independent School District Taxes for the years 2000 through 2004 ($6,233.80 outstanding). $24,350 was deposited into a tax escrow at closing of the Mortgage Loan to be disbursed upon proof that no taxes are due and owing to the Xxxxxxx Independent School District.

II-18

Exceptions to Representation 40

Loans		Description of Exception

4 3	Xxxxxxxxxx Portfolio I—Pool A Xxxxxxxxxx Portfolio I—Pool B	In addition to certain other recourse carve-out liability, the Mortgagor and the carve-out guarantor are liable to the lender for willful or intentional breaches of any representation, warranty, covenant or indemnification provision in any Mortgage Loan document concerning environmental laws or hazardous substances.

000	Xxxxxx Xxxx-Xxxxxxxxxx	The additional guarantor and environmental indemnitor is not a natural person, it is Mesirow Realty Sale-Leaseback, Inc.

74	ANSYS Office Building	The guarantor is not a natural person, it is a limited liability company.

7	Eastmont Town Center	The recourse guarantor consists of two natural persons and a trust, jointly and severally.

Exceptions to Representation 43

Loans		Description of Exception

000	Xxxxxx Xxxx-Xxxxxxxxxx	The borrower is not required to provide assurances from the Rating Agencies that a defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the certificates.

Exceptions to Representation 50

Loans		Description of Exception

72	Regency Tower	There is no requirement for quarterly financial reporting. Monthly and annual reports are required.

II-19

7	Eastmont Town Center	The Mortgage Loan documents require the Mortgagor to deliver annual financial statements to the lender within 90 days following the end of each fiscal year, which financial statements will be audited so long as Fidelity Pension Plan Real Estate Investments LLC or any affiliate thereof owns any direct or indirect legal or beneficial ownership interest in Mortgagor. There is no requirement as to quarterly operating statements, however, the Mortgage Loan documents require the Mortgagor to deliver to the lender monthly unaudited financial statements, and to deliver to the lender such other information as to the operation of the Mortgaged Property and the financial affairs of the Mortgagor as the lender may reasonably request within 10 business days of such request.

19 000	Xxxxx Xxxxxx Xxxxx Xxxxxx-0000 Xxxxxxxxx	The Mortgage Loan documents require the Mortgagor to deliver annual financial statements to the lender within 90 days following the end of each fiscal year, which financial statements will be audited so long as Fidelity Pension Plan Real Estate Investments LLC or any affiliate thereof owns any direct or indirect legal or beneficial ownership interest in Mortgagor. There is no requirement as to quarterly operating statements, however, the Mortgage Loan documents require the Mortgagor to deliver to the lender monthly unaudited financial statements, and to deliver to the lender such other information as to the operation of the Mortgaged Property and the financial affairs of the Mortgagor as the lender may reasonably request within 10 business days of such request.

11	Xxxxxxx Xxxxxxxxx Portfolio	Audited financial statements are not required unless there is a change of control of the Borrower.

74	ANSYS Office Building	This is a single tenant property, so monthly financial statements, rent rolls and occupancy reports shall not be required so long as the existing lease is in full force and effect and Borrower provides Lender with a quarterly statement of the Debt Service Coverage Ratio.

All Loans		Except as otherwise set forth in this exception to representation 50, each mortgage requires the Mortgagor upon request to provide the owner or holder of the Mortgage with quarterly or monthly and annual operating statements.

II-20

Exceptions to Representation 53

Loans		Description of Exception

3	Xxxxxxxxxx Portfolio I—Pool B	This Loan is secured by leasehold interests in the Mortgaged Properties, and therefore, must be listed on Schedule 53.

19	Santa Xxxxxx	A portion of the Mortgaged Property is a leasehold estate subject to four separate ground leases with the McAllen Economic Development Corp. d/b/a McAllen Foreign Trade Zone, as ground landlord. The ground leases provide that they may not be modified or terminated by mutual consent of landlord and tenant thereunder without Mortgagor’s written consent, but do not specifically state that any such action without such consent is not binding on Mortgagee.

11	Xxxxxxx Xxxxxxxxx Portfolio	The Loan includes leasehold mortgage on Ardmore Airpark Property.

13	000 Xxxx Xxxxxxx	Countrywide holds a security interest in the fee simple interest and the leasehold interest.

Exceptions to Representation 53(b)

Loans		Description of Exception

3	Xxxxxxxxxx Portfolio I—Pool B	The underlying fee simple interests in each of the Mortgaged Properties are encumbered by the Xxxxxxxxxx Pool A Mortgage Loan; however, neither the liens of the Mortgage Loan nor the Xxxxxxxxxx Pool A Mortgage Loan, are subordinate to the liens of the other loan.

Exceptions to Representation 53(f)

Loans		Description of Exception

3	Xxxxxxxxxx Portfolio I—Pool B	With regard to any monetary default by a Mortgagor under any Ground Lease, the lender shall have an additional sixty days following the expiration of the Mortgagor’s cure period under the Ground Lease in order to cure such monetary default.

II-21

Exceptions to Representation 53(j)

Loans		Description of Exception

3	Xxxxxxxxxx Portfolio I—Pool B	The Ground Leases do not contain a covenant of quiet enjoyment from the ground lessor.

II-22

EXHIBIT A

Mortgage Loan Schedule

Mortgage
Loan Number

Loan Group
Number

Property Name

Address

City

State

Zip Code

County

Xxxxxxxxxx Pool I-B

Various

3.1

Las Vegas Residence Inn

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

3.2

Las Vegas Courtyard

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

3.3

Palmdale Residence Inn

000 Xxxx Xxxxxx X

Xxxxxxxx

00000

Los Angeles

3.4

Las Vegas Holiday Inn Express

0000 Xxxxxxx Xxxxxx

Xxx Xxxxx

00000

Xxxxx

3.5

Las Vegas Fairfield Inn & Suites

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

3.6

Montgomeryville Courtyard

000 Xxxxxx Xxxx

Xxxxx Xxxxx

00000

Xxxxxxxxxx

3.7

Palmdale Courtyard

000 Xxxx Xxxxxx X

Xxxxxxxx

00000

Los Angeles

3.8

Cheektowaga Residence Inn

000 Xxxxxxxx Xxxx

Xxxxxxxxxxx

00000

Erie

3.9

El Paso Residence Inn

0000 Xxxxxxx Xxxx Xxxxxxxxx

Xx Xxxx

00000

El Paso

3.10

Woodlands Residence Inn (Six Pine Drive)

0000 Xxx Xxxx Xxxxx

Xxx Xxxxxxxxx

00000

Xxxxxxxxxx

3.11

Tulsa Residence Inn

00000 Xxxx 00xx Xxxxxx Xxxxx

Xxxxx

00000

Tulsa

3.12

Willowbrook Residence Inn

0000 Xxxx Xxxxxx Xxxx

Xxxxxxx

00000

Xxxxxx

3.13

Tulsa Springhill Suites

00000 Xxxx 00xx Xxxxxx Xxxxx

Xxxxx

00000

Xxxxx

Xxxxxxxxxx Xxxx X-X

Various

4.1

Peoria Residence Inn

0000 Xxxx Xxxxxxxx Xxxx

Xxxxxx

00000

Maricopa

4.2

Westchase Homewood Suites

0000 Xxxxxxxxx Xxxx

Xxxxxxx

00000

Xxxxxx

4.3

Toledo Homewood Suites

0000 Xxxxxxxxx Xxxx

Xxxxxx

00000

Xxxxx

4.4

Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)

0000 Xxxx Xxxxx Xxxxxx

Xxx Xxxxxxxxx

00000

Xxxxxxxxxx

4.5

Lansing Residence Inn

000 Xxxxx Xxxxxxxx Xxxxx

Xxxxxxx

00000

Xxxxx

4.6

Grand Rapids Homewood Suites

0000 Xxxxx Xxxxx XX

Xxxxx Xxxxxx

00000

Kent

4.7

Sioux Falls Residence Inn

0000 Xxxx Xxxxxx Xxxxx

Xxxxx Xxxxx

00000

Minnehaha

4.8

Houston Towneplace Suites

00000 Xxxx Xxxxxxx

Xxxxxxx

00000

Xxxxxx

4.9

Woodlands Courtyard

0000 Xxxx Xxxxx Xxxxxx

Xxx Xxxxxxxxx

00000

Xxxxxxxxxx

4.10

Waco Residence Inn

000 X. Xxxxxxxxxx Xxxx Xxxxx

Xxxx

00000

McLennan

4.11

Cedar Rapids Residence Inn

0000 Xxxxx Xxxx XX

Xxxxx Xxxxxx

00000

Linn

4.12

Sioux Falls Fairfield Inn

0000 Xxxx Xxxxxx Xxxxx

Xxxxx Xxxxx

00000

Minnehaha

4.13

Lansing Fairfield Inn

000 Xxxxx Xxxxxxxx Xxxxx

Xxxxxxx

00000

Xxxxx

4.14

Mankato Fairfield Inn

000 Xxxxxx Xxxxx

Xxxxxxx

00000

Blue Earth

4.15

Leased Fee Interest - Las Vegas Residence Inn

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

4.16

Leased Fee Interest - Montgomeryville Courtyard

000 Xxxxxx Xxxx

Xxxxx Xxxxx

00000

Xxxxxxxxxx

4.17

Leased Fee Interest - Las Vegas Courtyard

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

4.18

Leased Fee Interest - Las Vegas Fairfield Inn

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Xxxxx

4.19

Leased Fee Interest - Las Vegas Holiday Inn Express

0000 Xxxxxxx Xxxxxx

Xxx Xxxxx

00000

Xxxxx

4.20

Leased Fee Interest - Palmdale Residence & Courtyard

514 & 000 Xxxx Xxxxxx X

Xxxxxxxx

00000

Los Angeles

4.21

Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)

0000 Xxx Xxxx Xxxxx

Xxx Xxxxxxxxx

00000

Xxxxxxxxxx

4.22

Leased Fee Interest - Tulsa Xxxxxxxxx Xxx & Xxxxxxxxxx

00000 & 00000 Xxxx 00xx Xxxxxx Xxxxx

Xxxxx

00000

Tulsa

4.23

Leased Fee Interest - Cheektowaga Residence Inn

000 Xxxxxxxx Xxxx

Xxxxxxx

00000

Erie

4.24

Leased Fee Interest - El Paso Residence Inn

0000 Xxxxxxx Xxxx Xxxxxxxxx

Xx Xxxx

00000

El Paso

4.25

Leased Fee Interest - Willowbrook Residence Inn

0000 Xxxx Xxxxxx Xxxx

Xxxxxxx

00000

Xxxxxx

Xxxxxxxx Xxxx Xxxxxx

0000 Xxxxxxxx Xxxxxx, 0000 Xxxxxxxx Avenue and 0000 Xxxxxxxx Xxxxxxxxx

Xxxxxxx

00000

Alameda

Xxxxxxx Xxxxxxxxx Pool

Various

11.1

ARINC Building

0000 X.X. 00xx Xxxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

11.2

Xxxxxx (Xxxxx) Building

0000 Xxxxxxxxxxx Xxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

11.3

IMAX Distribution Warehouse Building

0000 Xxxxx 000xx Xxxx Xxxxxx

Xxxxx

00000

Tulsa

00.0

X-0 Xxxxxxxxxxxxxx Xxxxxxxx

0000 X.X. 00xx Xxxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

11.5

Northgate Commerce Center

00000 Xxxxxxxxxxx Xxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

11.6

36th & Santa Fe Warehouse

0000 X. Xxxxx Xx Xxxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

11.7

Carbonyx Industrial Facility

000 Xxxxxx Xxxxxx

Xxxxxxx

00000

Xxxxxx

Mortgage Loan Number	Loan Group Number	Property Name	Cut-Off Date Loan Balance ($)	Monthly P&I Payments ($)	Grace Days	Mortgage Rate (%)	Number of Xxxxx

0	0	Xxxxxxxxxx Xxxx X-X	79,785,970.10	534,972.12		5.1580%	1,436
3.1		Las Vegas Xxxxxxxxx Xxx					000
0.0		Xxx Xxxxx Xxxxxxxxx					146
3.3		Palmdale Residence Inn					90
3.4		Las Vegas Holiday Inn Express					139
3.5		Las Vegas Fairfield Inn & Suites					142
3.6		Montgomeryville Courtyard					102
3.7		Palmdale Courtyard					90
3.8		Cheektowaga Residence Inn					113
3.9		El Paso Residence Inn					96
3.10		Woodlands Residence Inn (Six Pine Drive)					96
3.11		Tulsa Residence Inn					90
3.12		Willowbrook Residence Inn					96
3.13		Tulsa Springhill Xxxxxx					00
0	0	Xxxxxxxxxx Xxxx X-X	57,844,828.32	387,854.79		5.1580%	1,095
4.1		Peoria Residence Inn					90
4.2		Westchase Homewood Suites					96
4.3		Toledo Homewood Suites					78
4.4		Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)					90
4.5		Lansing Residence Inn					78
4.6		Grand Rapids Homewood Suites					78
4.7		Sioux Falls Residence Inn					66
4.8		Houston Towneplace Suites					94
4.9		Woodlands Courtyard					90
4.10		Waco Residence Inn					78
4.11		Cedar Rapids Xxxxxxxxx Xxx					00
0.00		Xxxxx Xxxxx Xxxxxxxxx Inn					63
4.13		Lansing Fairfield Inn					64
4.14		Mankato Fairfield Inn					64
4.15		Leased Fee Interest - Las Vegas Residence Inn
4.16		Leased Fee Interest - Montgomeryville Courtyard
4.17		Leased Fee Interest - Las Vegas Courtyard
4.18		Leased Fee Interest - Las Vegas Fairfield Inn
4.19		Leased Fee Interest - Las Vegas Holiday Inn Express
4.20		Leased Fee Interest - Palmdale Residence & Courtyard
4.21		Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)
4.22		Leased Fee Interest - Tulsa Residence Inn & Springhill
4.23		Leased Fee Interest - Cheektowaga Residence Inn
4.24		Leased Fee Interest - El Paso Residence Inn
4.25		Leased Fee Interest - Willowbrook Xxxxxxxxx Xxx
0	0	Xxxxxxxx Xxxx Center	53,000,000.00	369,585.32		6.2400%	585,973
11	1	Xxxxxxx Xxxxxxxxx Pool	43,200,000.00	244,201.78		5.4600%	1,077,873
11.1		ARINC Building					174,145
11.2		Xxxxxx (Manco) Building					219,900
11.3		IMAX Distribution Warehouse Building					200,000
11.4		L-3 Communications Building					32,000
11.5		Northgate Commerce Center					145,000
11.6		36th & Santa Fe Warehouse					202,941
11.7		Carbonyx Industrial Facility					78,887

Mortgage
Loan Number

Loan Group
Number

Property Name

Unit of
Measure

Original Term
to Maturity or
ARD (Mos.)

Remaining
Term to
Maturity or
ARD (Mos.)

Maturity
Date or ARD

Original
Amort
Term
(Mos.)

Remaining
Amort Term
(Mos.)

Xxxxxxxxxx Pool I-B

Rooms

120

119

02/11/15

240

239

3.1

Las Vegas Residence Inn

Rooms

3.2

Las Vegas Courtyard

Rooms

3.3

Palmdale Residence Inn

Rooms

3.4

Las Vegas Holiday Inn Express

Rooms

3.5

Las Vegas Fairfield Inn & Suites

Rooms

3.6

Montgomeryville Courtyard

Rooms

3.7

Palmdale Courtyard

Rooms

3.8

Cheektowaga Residence Inn

Rooms

3.9

El Paso Residence Inn

Rooms

3.10

Woodlands Residence Inn (Six Pine Drive)

Rooms

3.11

Tulsa Residence Inn

Rooms

3.12

Willowbrook Residence Inn

Rooms

3.13

Tulsa Springhill Suites

Rooms

Xxxxxxxxxx Pool I-A

Rooms

120

119

02/11/15

240

239

4.1

Peoria Residence Inn

Rooms

4.2

Westchase Homewood Suites

Rooms

4.3

Toledo Homewood Suites

Rooms

4.4

Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)

Rooms

4.5

Lansing Residence Inn

Rooms

4.6

Grand Rapids Homewood Suites

Rooms

4.7

Sioux Falls Residence Inn

Rooms

4.8

Houston Towneplace Suites

Rooms

4.9

Woodlands Courtyard

Rooms

4.10

Waco Residence Inn

Rooms

4.11

Cedar Rapids Residence Inn

Rooms

4.12

Sioux Falls Fairfield Inn

Rooms

4.13

Lansing Fairfield Inn

Rooms

4.14

Mankato Fairfield Inn

Rooms

4.15

Leased Fee Interest - Las Vegas Residence Inn

Rooms

4.16

Leased Fee Interest - Montgomeryville Courtyard

Rooms

4.17

Leased Fee Interest - Las Vegas Courtyard

Rooms

4.18

Leased Fee Interest - Las Vegas Fairfield Inn

Rooms

4.19

Leased Fee Interest - Las Vegas Holiday Inn Express

Rooms

4.20

Leased Fee Interest - Palmdale Residence & Courtyard

Rooms

4.21

Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)

Rooms

4.22

Leased Fee Interest - Tulsa Residence Inn & Springhill

Rooms

4.23

Leased Fee Interest - Cheektowaga Residence Inn

Rooms

4.24

Leased Fee Interest - El Paso Residence Inn

Rooms

4.25

Leased Fee Interest - Willowbrook Xxxxxxxxx Xxx

Xxxxx

Xxxxxxxx Xxxx Xxxxxx

Xx. Ft.

120

119

02/11/15

264

Xxxxxxx Xxxxxxxxx Pool

Sq. Ft.

120

03/11/15

360

11.1

ARINC Building

Sq. Ft.

11.2

Xxxxxx (Manco) Building

Sq. Ft.

11.3

IMAX Distribution Warehouse Building

Sq. Ft.

11.4

X-0 Xxxxxxxxxxxxxx Xxxxxxxx

Xx. Ft.

11.5

Northgate Commerce Center

Sq. Ft.

11.6

00xx & Xxxxx Xx Xxxxxxxxx

Xx. Ft.

11.7

Carbonyx Industrial Facility

Sq. Ft.

Mortgage
Loan Number

Loan Group
Number

Property Name

Ground
Lease

Master Servicing
Fee Rate

ARD Loans

Anticipated
Repayment Date

Xxxxxxxxxx Pool I-B

Leasehold

0.04000%

3.1

Las Vegas Residence Inn

Leasehold

3.2

Las Vegas Courtyard

Leasehold

3.3

Palmdale Residence Inn

Leasehold

3.4

Las Vegas Holiday Inn Express

Leasehold

3.5

Las Vegas Fairfield Inn & Suites

Leasehold

3.6

Montgomeryville Courtyard

Leasehold

3.7

Palmdale Courtyard

Leasehold

3.8

Cheektowaga Residence Inn

Leasehold

3.9

El Paso Residence Inn

Leasehold

3.10

Woodlands Residence Inn (Six Pine Drive)

Leasehold

3.11

Tulsa Residence Inn

Leasehold

3.12

Willowbrook Residence Inn

Leasehold

3.13

Tulsa Springhill Suites

Leasehold

Xxxxxxxxxx Pool I-A

Fee

0.04000%

4.1

Peoria Residence Inn

Fee

4.2

Westchase Homewood Suites

Fee

4.3

Toledo Homewood Suites

Fee

4.4

Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)

Fee

4.5

Lansing Residence Inn

Fee

4.6

Grand Rapids Homewood Suites

Fee

4.7

Sioux Falls Residence Inn

Fee

4.8

Houston Towneplace Suites

Fee

4.9

Woodlands Courtyard

Fee

4.10

Waco Residence Inn

Fee

4.11

Cedar Rapids Residence Inn

Fee

4.12

Sioux Falls Fairfield Inn

Fee

4.13

Lansing Fairfield Inn

Fee

4.14

Mankato Fairfield Inn

Fee

4.15

Leased Fee Interest - Las Vegas Residence Inn

Fee

4.16

Leased Fee Interest - Montgomeryville Courtyard

Fee

4.17

Leased Fee Interest - Las Vegas Courtyard

Fee

4.18

Leased Fee Interest - Las Vegas Fairfield Inn

Fee

4.19

Leased Fee Interest - Las Vegas Holiday Inn Express

Fee

4.20

Leased Fee Interest - Palmdale Residence & Courtyard

Fee

4.21

Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)

Fee

4.22

Leased Fee Interest - Tulsa Residence Inn & Springhill

Fee

4.23

Leased Fee Interest - Cheektowaga Residence Inn

Fee

4.24

Leased Fee Interest - El Paso Residence Inn

Fee

4.25

Leased Fee Interest - Willowbrook Residence Inn

Fee

Eastmont Town Center

Fee

0.04000%

Xxxxxxx Xxxxxxxxx Pool

Both

0.04000%

11.1

ARINC Building

Fee

11.2

Xxxxxx (Manco) Building

Fee

11.3

IMAX Distribution Warehouse Building

Fee

11.4

L-3 Communications Building

Fee

11.5

Northgate Commerce Center

Fee

11.6

36th & Santa Fe Warehouse

Fee

11.7

Carbonyx Industrial Facility

Leasehold

Mortgage Loan Number	Loan Group Number	Property Name	Additional Interest Rate	Loan Originator	Environmental Insurance

3	1	Xxxxxxxxxx Pool I-B		Countrywide	N
3.1		Las Vegas Residence Inn
3.2		Las Vegas Courtyard
3.3		Palmdale Residence Inn
3.4		Las Vegas Holiday Inn Express
3.5		Las Vegas Fairfield Inn & Suites
3.6		Montgomeryville Courtyard
3.7		Palmdale Courtyard
3.8		Cheektowaga Residence Inn
3.9		El Paso Residence Inn
3.10		Woodlands Residence Inn (Six Pine Drive)
3.11		Tulsa Residence Inn
3.12		Willowbrook Residence Inn
3.13		Tulsa Springhill Suites
4	1	Xxxxxxxxxx Pool I-A		Countrywide	N
4.1		Peoria Residence Inn
4.2		Westchase Homewood Suites
4.3		Toledo Homewood Suites
4.4		Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)
4.5		Lansing Residence Inn
4.6		Grand Rapids Homewood Suites
4.7		Sioux Falls Residence Inn
4.8		Houston Towneplace Suites
4.9		Woodlands Courtyard
4.10		Waco Residence Inn
4.11		Cedar Rapids Xxxxxxxxx Xxx
0.00		Xxxxx Xxxxx Xxxxxxxxx Inn
4.13		Lansing Fairfield Inn
4.14		Mankato Fairfield Inn
4.15		Leased Fee Interest - Las Vegas Residence Inn
4.16		Leased Fee Interest - Montgomeryville Courtyard
4.17		Leased Fee Interest - Las Vegas Courtyard
4.18		Leased Fee Interest - Las Vegas Fairfield Inn
4.19		Leased Fee Interest - Las Vegas Holiday Inn Express
4.20		Leased Fee Interest - Palmdale Residence & Courtyard
4.21		Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)
4.22		Leased Fee Interest - Tulsa Residence Inn & Springhill
4.23		Leased Fee Interest - Cheektowaga Residence Inn
4.24		Leased Fee Interest - El Paso Residence Inn
4.25		Leased Fee Interest - Willowbrook Xxxxxxxxx Xxx
0	0	Xxxxxxxx Xxxx Center		Countrywide	N
11	1	Xxxxxxx Xxxxxxxxx Pool		Countrywide	N
11.1		ARINC Building
11.2		Xxxxxx (Manco) Building
11.3		IMAX Distribution Warehouse Building
11.4		L-3 Communications Building
11.5		Northgate Commerce Center
11.6		36th & Santa Fe Warehouse
11.7		Carbonyx Industrial Facility

Mortgage Loan Number	Loan Group Number	Property Name	Cross Collateralized and Cross Defaulted Loan Flag	Defeasance Loan

3	1	Xxxxxxxxxx Pool I-B		Y
3.1		Las Vegas Residence Inn
3.2		Las Vegas Courtyard
3.3		Palmdale Residence Inn
3.4		Las Vegas Holiday Inn Express
3.5		Las Vegas Fairfield Inn & Suites
3.6		Montgomeryville Courtyard
3.7		Palmdale Courtyard
3.8		Cheektowaga Residence Inn
3.9		El Paso Residence Inn
3.10		Woodlands Residence Inn (Six Pine Drive)
3.11		Tulsa Residence Inn
3.12		Willowbrook Residence Inn
3.13		Tulsa Springhill Xxxxxx
0	0	Xxxxxxxxxx Xxxx X-X		Y
4.1		Peoria Residence Inn
4.2		Westchase Homewood Suites
4.3		Toledo Homewood Suites
4.4		Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)
4.5		Lansing Residence Inn
4.6		Grand Rapids Homewood Suites
4.7		Sioux Falls Residence Inn
4.8		Houston Towneplace Suites
4.9		Woodlands Courtyard
4.10		Waco Residence Inn
4.11		Cedar Rapids Xxxxxxxxx Xxx
0.00		Xxxxx Xxxxx Xxxxxxxxx Inn
4.13		Lansing Fairfield Inn
4.14		Mankato Fairfield Inn
4.15		Leased Fee Interest - Las Vegas Residence Inn
4.16		Leased Fee Interest - Montgomeryville Courtyard
4.17		Leased Fee Interest - Las Vegas Courtyard
4.18		Leased Fee Interest - Las Vegas Fairfield Inn
4.19		Leased Fee Interest - Las Vegas Holiday Inn Express
4.20		Leased Fee Interest - Palmdale Residence & Courtyard
4.21		Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)
4.22		Leased Fee Interest - Tulsa Residence Inn & Springhill
4.23		Leased Fee Interest - Cheektowaga Residence Inn
4.24		Leased Fee Interest - El Paso Residence Inn
4.25		Leased Fee Interest - Willowbrook Xxxxxxxxx Xxx
0	0	Xxxxxxxx Xxxx Center		Y
11	1	Xxxxxxx Xxxxxxxxx Pool		Y
11.1		ARINC Building
11.2		Xxxxxx (Manco) Building
11.3		IMAX Distribution Warehouse Building
11.4		L-3 Communications Building
11.5		Northgate Commerce Center
11.6		36th & Santa Fe Warehouse
11.7		Carbonyx Industrial Facility

Mortgage Loan Number	Loan Group Number	Property Name	Early Defeasance	Secured by LC	Interest Accrual Method	Lockbox

3	1	Xxxxxxxxxx Pool I-B	N	N	Actual/360	Day 1
3.1		Las Vegas Residence Inn
3.2		Las Vegas Courtyard
3.3		Palmdale Residence Inn
3.4		Las Vegas Holiday Inn Express
3.5		Las Vegas Fairfield Inn & Suites
3.6		Montgomeryville Courtyard
3.7		Palmdale Courtyard
3.8		Cheektowaga Residence Inn
3.9		El Paso Residence Inn
3.10		Woodlands Residence Inn (Six Pine Drive)
3.11		Tulsa Residence Inn
3.12		Willowbrook Residence Inn
3.13		Tulsa Springhill Suites
4	1	Xxxxxxxxxx Pool I-A	N	N	Actual/360	Day 1
4.1		Peoria Residence Inn
4.2		Westchase Homewood Suites
4.3		Toledo Homewood Suites
4.4		Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)
4.5		Lansing Residence Inn
4.6		Grand Rapids Homewood Suites
4.7		Sioux Falls Residence Inn
4.8		Houston Towneplace Suites
4.9		Woodlands Courtyard
4.10		Waco Residence Inn
4.11		Cedar Rapids Xxxxxxxxx Xxx
0.00		Xxxxx Xxxxx Xxxxxxxxx Inn
4.13		Lansing Fairfield Inn
4.14		Mankato Fairfield Inn
4.15		Leased Fee Interest - Las Vegas Residence Inn
4.16		Leased Fee Interest - Montgomeryville Courtyard
4.17		Leased Fee Interest - Las Vegas Courtyard
4.18		Leased Fee Interest - Las Vegas Fairfield Inn
4.19		Leased Fee Interest - Las Vegas Holiday Inn Express
4.20		Leased Fee Interest - Palmdale Residence & Courtyard
4.21		Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)
4.22		Leased Fee Interest - Tulsa Residence Inn & Springhill
4.23		Leased Fee Interest - Cheektowaga Residence Inn
4.24		Leased Fee Interest - El Paso Residence Inn
4.25		Leased Fee Interest - Willowbrook Residence Inn
7	1	Eastmont Town Center	N	N	Actual/360	Day 1
11	1	Xxxxxxx Xxxxxxxxx Pool	N	N	Actual/360	Day 1
11.1		ARINC Building
11.2		Xxxxxx (Manco) Building
11.3		IMAX Distribution Warehouse Building
11.4		L-3 Communications Building
11.5		Northgate Commerce Center
11.6		36th & Santa Fe Warehouse
11.7		Carbonyx Industrial Facility

Mortgage Loan Number	Loan Group Number	Property Name	Annual Deposit to Replacement Reserve	Initial Deposit to Capital Improvements Reserve	Initial TI/LC Escrow	Ongoing TI/LC Footnote

3	1	Xxxxxxxxxx Pool I-B
3.1		Las Vegas Residence Inn
3.2		Las Vegas Courtyard
3.3		Palmdale Residence Inn
3.4		Las Vegas Holiday Inn Express
3.5		Las Vegas Fairfield Inn & Suites
3.6		Montgomeryville Courtyard
3.7		Palmdale Courtyard
3.8		Cheektowaga Residence Inn
3.9		El Paso Residence Inn
3.10		Woodlands Residence Inn (Six Pine Drive)
3.11		Tulsa Residence Inn
3.12		Willowbrook Residence Inn
3.13		Tulsa Springhill Suites
4	1	Xxxxxxxxxx Pool I-A
4.1		Peoria Residence Inn
4.2		Westchase Homewood Suites
4.3		Toledo Homewood Suites
4.4		Xxxxxxxxx Xxxxxxxxx Xxx (Xxxx Xxxxx Xxxxxx)
4.5		Lansing Residence Inn
4.6		Grand Rapids Homewood Suites
4.7		Sioux Falls Residence Inn
4.8		Houston Towneplace Suites
4.9		Woodlands Courtyard
4.10		Waco Residence Inn
4.11		Cedar Rapids Xxxxxxxxx Xxx
0.00		Xxxxx Xxxxx Xxxxxxxxx Inn
4.13		Lansing Fairfield Inn
4.14		Mankato Fairfield Inn
4.15		Leased Fee Interest - Las Vegas Residence Inn
4.16		Leased Fee Interest - Montgomeryville Courtyard
4.17		Leased Fee Interest - Las Vegas Courtyard
4.18		Leased Fee Interest - Las Vegas Fairfield Inn
4.19		Leased Fee Interest - Las Vegas Holiday Inn Express
4.20		Leased Fee Interest - Palmdale Residence & Courtyard
4.21		Leased Fee Interest - Woodlands Residence Inn (Six Pine Drive)
4.22		Leased Fee Interest - Tulsa Residence Inn & Springhill
4.23		Leased Fee Interest - Cheektowaga Residence Inn
4.24		Leased Fee Interest - El Paso Residence Inn
4.25		Leased Fee Interest - Willowbrook Xxxxxxxxx Xxx
0	0	Xxxxxxxx Xxxx Center	146,000	2,500		(6)
11	1	Xxxxxxx Xxxxxxxxx Pool		65,625		(6)
11.1		ARINC Building
11.2		Xxxxxx (Manco) Building
11.3		IMAX Distribution Warehouse Building
11.4		L-3 Communications Building
11.5		Northgate Commerce Center
11.6		36th & Santa Fe Warehouse
11.7		Carbonyx Industrial Facility

Mortgage
Loan Number

Loan Group
Number

Property Name

Address

City

State

Zip Code

County

11.8

Simplex Xxxxxxxx Building

0000 Xxx Xxxxxxx Xxxx

Xxxxx

00000

Creek

000 Xxxx Xxxxxxx

000 Xxxx Xxxxxxx Xxxxxx

Xxxxxxx

00000

Xxxx

Santa Xxxxxx Pool

Various

19.1

ADC Distribution Center

000 Xxxxxxxxx Xxxxx

Xxxxx Xxxxxx

00000

Xxxx Xxx

19.2

The Logistics Center

0000 Xxxx Xxxxxxxx Xxxxxxx

XxXxxxx

00000

Hidalgo

19.3

4200 West Military

0000 Xxxx Xxxxxxxx Xxxxxxx

XxXxxxx

00000

Hidalgo

19.4

0000 Xxxxxxx Xxxx

Xxxxx Xxxxxx

00000

Xxxx Xxx

19.5

9701 Pan American Distribution Center

0000 Xxx Xxxxxxxx Xxxxx

Xx Xxxx

00000

Xx Xxxx

00.0

0000 Xxxx Xxxxxxxxx

XxXxxxx

00000

Hidalgo

19.7

4301 West Military

0000 Xxxx Xxxxxxxx Xxxxxxx

XxXxxxx

00000

Hidalgo

19.8

0000 Xxxxx 00xx

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

00000

Hidalgo

19.9

1200 East Hackberry

0000 Xxxx Xxxxxxxxx

XxXxxxx

00000

Hidalgo

19.10

1300 East Hackberry

0000 Xxxx Xxxxxxxxx

XxXxxxx

00000

Hidalgo

19.11

0000 Xxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx

0000 Xxxxx Xxxxx

Xx Xxxx

00000

El Paso

19.12

6200 South 35th

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

00000

Hidalgo

19.13

3500 West Military

0000 Xxxx Xxxxxxxx Xxxxxxx

XxXxxxx

00000

Hidalgo

19.14

3600 West Military

0000 Xxxx Xxxxxxxx Xxxxxxx

XxXxxxx

00000

Hidalgo

19.15

3500 Durango

0000 Xxxxxxx Xxxxxx

XxXxxxx

00000

Hidalgo

19.16

0000 Xxxxx 00xx

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

00000

Hidalgo

19.17

0000 Xxxxx 00xx

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

00000

Hidalgo

19.18

6412 South 36th

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

00000

Xxxxxxx

Xxxxxxx Xxxxx

0000-0000 Xxxxxx Xxxxx Xxxx

Xxxxxxxx Xxxxxxx

00000

Cuyahoga

Westland Mall

000 Xxxxx Xxxx Xxxxxx

Xxxx Xxxxxxxxxx

00000

Xxx Xxxxxx

Xxxxxxxx Xxxx Center

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxxxxx

00000

Xxxxxxxx

Xxxxx Leaf Plaza

2512 - 0000 Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxx Xxxxxx

Xxxxxx

00000

Orange

Regency Tower

000 Xxxxxxxxx 0xx Xxxxxx

Xxxxxxxx Xxxx

00000

Oklahoma

ANSYS Office Building

000 Xxxxxxxxxx Xxxxx

Xxxxx Xxxxxxxx

00000

Washington

132

Santa Xxxxxx - 6030 Hollywood

0000 Xxxxxxxxx Xxxxxxxxx

Xxxxxxxxx

00000

Broward

134

Stater Bros - Ridgecrest

000 Xxxxx Xxxxx Xxxx Xxxxxxxxx

Xxxxxxxxxx

00000

Xxxx

177

000 0xx Xxxxxx

Xxxxx Xxxx

00000

Sonoma

Mortgage Loan Number	Loan Group Number	Property Name	Cut-Off Date Loan Balance ($)	Monthly P&I Payments ($)	Grace Days	Mortgage Rate (%)	Number of Xxxxx

00.0		Xxxxxxx Xxxxxxxx Xxxxxxxx					25,000
13	1	000 Xxxx Xxxxxxx	42,440,495.23	241,310.33		5.5000%	385,310
19	1	Santa Xxxxxx Pool	29,718,000.00	175,698.24		5.8700%	1,026,070
19.1		ADC Distribution Center					333,800
19.2		The Logistics Center					112,104
19.3		4200 West Military					80,220
19.4		0000 Xxxxxxx Xxxx					32,562
19.5		9701 Pan American Distribution Center					80,000
19.6		1328 East Hackberry					45,734
19.7		4301 West Military					52,500
19.8		0000 Xxxxx 00xx					41,400
19.9		1200 East Hackberry					27,500
19.10		1300 East Hackberry					34,500
19.11		0000 Xxxxx Xxxxx Distribution Center					38,400
19.12		6200 South 35th					24,000
19.13		3500 West Military					20,000
19.14		3600 West Military					21,000
19.15		3500 Durango					21,000
19.16		0000 Xxxxx 00xx					21,190
19.17		0000 Xxxxx 00xx					20,000
19.18		6412 South 36th					20,160
40	1	Hilltop Plaza	20,800,000.00	115,116.17		5.2700%	170,965
43	1	Westland Mall	19,456,802.82	115,038.48		5.8500%	338,476
53	1	Xxxxxxxx Town Center	14,466,482.00	83,150.04		5.5900%	361,152
54	1	Xxxxx Leaf Plaza	13,500,000.00	75,554.04		5.3700%	59,300
72	2	Regency Tower	9,159,085.09	51,948.35		5.4500%	274
74	1	ANSYS Office Building	9,095,490.00	IO		5.3770%	107,872
132	1	Santa Xxxxxx - 6030 Hollywood	4,160,000.00	24,594.68		5.8700%	35,959
134	1	Stater Bros - Ridgecrest	4,080,000.00	22,961.42		5.4200%	38,722
177	1	000 0xx Xxxxxx	2,950,000.00	16,926.03		5.5950%	11,305

Mortgage Loan Number	Loan Group Number	Property Name	Unit of Measure	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)	Maturity Date or ARD	Original Amort Term (Mos.)	Remaining Amort Term (Mos.)

00.0		Xxxxxxx Xxxxxxxx Xxxxxxxx	Xx. Ft.
13	1	000 Xxxx Xxxxxxx	Xx. Ft.	120	119	02/11/15	360	359
19	1	Santa Xxxxxx Pool	Sq. Ft.	60	59	02/11/10	360	360
19.1		ADC Distribution Center	Sq. Ft.
19.2		The Logistics Center	Sq. Ft.
19.3		0000 Xxxx Xxxxxxxx	Xx. Ft.
19.4		0000 Xxxxxxx Xxxx	Xx. Ft.
19.5		9701 Pan American Distribution Center	Sq. Ft.
19.6		0000 Xxxx Xxxxxxxxx	Xx. Ft.
19.7		0000 Xxxx Xxxxxxxx	Xx. Ft.
19.8		0000 Xxxxx 00xx	Xx. Ft.
19.9		0000 Xxxx Xxxxxxxxx	Xx. Ft.
19.10		0000 Xxxx Xxxxxxxxx	Xx. Ft.
19.11		0000 Xxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx	Xx. Ft.
19.12		0000 Xxxxx 00xx	Xx. Ft.
19.13		0000 Xxxx Xxxxxxxx	Xx. Ft.
19.14		0000 Xxxx Xxxxxxxx	Xx. Ft.
19.15		0000 Xxxxxxx	Xx. Ft.
19.16		0000 Xxxxx 00xx	Xx. Ft.
19.17		0000 Xxxxx 00xx	Xx. Ft.
19.18		0000 Xxxxx 00xx	Xx. Ft.
40	0	Xxxxxxx Xxxxx	Xx. Ft.	120	120	03/11/15	360	360
43	1	Westland Mall	Sq. Ft.	120	118	01/11/15	360	358
53	1	Xxxxxxxx Town Center	Sq. Ft.	120	118	01/11/15	360	358
54	1	Xxxxx Leaf Plaza	Sq. Ft.	120	119	02/11/15	360	360
72	2	Regency Tower	Units	120	116	11/11/14	360	356
74	1	ANSYS Office Building	Sq. Ft.	120	117	12/11/14	IO	IO
132	1	Santa Xxxxxx - 0000 Xxxxxxxxx	Xx. Ft.	60	59	02/11/10	360	360
134	1	Stater Bros - Ridgecrest	Sq. Ft.	142	139	10/11/16	360	360
177	1	000 0xx Xxxxxx	Xx. Ft.	120	120	03/11/15	360	360

Mortgage
Loan Number

Loan Group
Number

Property Name

Ground
Lease

Master Servicing
Fee Rate

ARD Loans

Anticipated
Repayment Date

11.8

Simplex Xxxxxxxx Building

Fee

000 Xxxx Xxxxxxx

Both

0.04000%

Santa Xxxxxx Pool

Both

0.04000%

02/11/10

19.1

ADC Distribution Center

Fee

19.2

The Logistics Center

Fee

19.3

4200 West Military

Fee

19.4

0000 Xxxxxxx Xxxx

Fee

19.5

9701 Pan American Distribution Center

Fee

19.6

1328 East Hackberry

Fee

19.7

4301 West Military

Fee

19.8

0000 Xxxxx 00xx

Xxx

19.9

1200 East Hackberry

Fee

19.10

1300 East Hackberry

Fee

19.11

0000 Xxxxx Xxxxx Xxxxxxxxxxxx Xxxxxx

Fee

19.12

6200 South 35th

Fee

19.13

3500 West Military

Fee

19.14

3600 West Military

Fee

19.15

3500 Durango

Leasehold

19.16

0000 Xxxxx 00xx

Leasehold

19.17

7001 South 33rd

Leasehold

19.18

6412 South 36th

Leasehold

Hilltop Plaza

Fee

0.04000%

Westland Mall

Fee

0.04000%

Xxxxxxxx Town Center

Fee

0.04000%

Xxxxx Leaf Plaza

Fee

0.04000%

02/11/15

Regency Tower

Fee

0.04000%

ANSYS Office Building

Fee

0.04000%

12/11/14

132

Santa Xxxxxx - 6030 Hollywood

Fee

0.04000%

02/11/10

134

Stater Bros - Ridgecrest

Fee

0.04000%

177

000 0xx Xxxxxx

Fee

0.04000%

Mortgage Loan Number	Loan Group Number	Property Name	Additional Interest Rate	Loan Originator	Environmental Insurance

11.8		Simplex Xxxxxxxx Building
13	1	000 Xxxx Xxxxxxx		Countrywide	N
19	1	Santa Xxxxxx Pool	Greater of initial interest rate plus 5.0% or TCMYI plus 7.5%	Countrywide	N
19.1		ADC Distribution Center
19.2		The Logistics Center
19.3		4200 West Military
19.4		0000 Xxxxxxx Xxxx
19.5		9701 Pan American Distribution Center
19.6		1328 East Hackberry
19.7		0000 Xxxx Xxxxxxxx
00.0		0000 Xxxxx 00xx
19.9		1200 East Hackberry
19.10		1300 East Hackberry
19.11		0000 Xxxxx Xxxxx Distribution Center
19.12		6200 South 35th
19.13		3500 West Military
19.14		3600 West Military
19.15		3500 Durango
19.16		0000 Xxxxx 00xx
00.00		0000 Xxxxx 00xx
19.18		6412 South 36th
40	1	Hilltop Plaza		Countrywide	N
00	0	Xxxxxxxx Xxxx		Xxxxxxxxxxx	X
00	0	Xxxxxxxx Xxxx Center		Countrywide	N
54	1	Xxxxx Leaf Plaza	Upon the anticipated repayment date, if the loan is not repaid, the loan hyperamortizes at a rate of the greater of the then current ten year Treasury yield, plus 2.5%, plus 5% and the sum of the Interest Rate plus 5%.	Countrywide	N
72	2	Regency Tower		Countrywide	N
74	1	ANSYS Office Building	Greater of initial interest rate plus 5.0% or TCMYI plus 6.1%	Countrywide	N
132	1	Santa Xxxxxx - 6030 Hollywood	Greater of initial interest rate plus 5.0% or TCMYI plus 7.5%	Countrywide	N
134	1	Stater Bros - Ridgecrest		Countrywide	N
177	1	650 4th Street		Countrywide	N

Mortgage Loan Number	Loan Group Number	Property Name	Cross Collateralized and Cross Defaulted Loan Flag	Defeasance Loan

11.8		Simplex Xxxxxxxx Building
13	1	000 Xxxx Xxxxxxx		Y
19	1	Santa Xxxxxx Pool	Santa Xxxxxx Portfolio	Y
19.1		ADC Distribution Center
19.2		The Logistics Center
19.3		4200 West Military
19.4		0000 Xxxxxxx Xxxx
19.5		9701 Pan American Distribution Center
19.6		1328 East Hackberry
19.7		0000 Xxxx Xxxxxxxx
00.0		0000 Xxxxx 00xx
19.9		1200 East Hackberry
19.10		1300 East Hackberry
19.11		0000 Xxxxx Xxxxx Distribution Center
19.12		6200 South 35th
19.13		3500 West Military
19.14		3600 West Military
19.15		3500 Durango
19.16		0000 Xxxxx 00xx
00.00		0000 Xxxxx 00xx
19.18		6412 South 36th
40	1	Hilltop Xxxxx		X
00	0	Xxxxxxxx Xxxx		Y
53	1	Xxxxxxxx Town Center		Y
54	1	Xxxxx Leaf Plaza		Y
72	2	Regency Tower		Y
74	1	ANSYS Office Building		Y
132	1	Santa Xxxxxx - 6030 Hollywood	Santa Xxxxxx Portfolio	Y
134	1	Stater Bros - Ridgecrest		Y
177	1	000 0xx Xxxxxx		Y

Mortgage
Loan Number

Loan Group
Number

Property Name

Early Defeasance

Secured by LC

Interest Accrual
Method

Xxxxxxx

00.0

Xxxxxxx Xxxxxxxx Xxxxxxxx

201 West Madison

Actual/360

Day 1

Santa Xxxxxx Pool

Actual/360

Day 1

19.1

ADC Distribution Center

19.2

The Logistics Center

19.3

4200 West Military

19.4

0000 Xxxxxxx Xxxx

19.5

9701 Pan American Distribution Center

19.6

1328 East Hackberry

19.7

0000 Xxxx Xxxxxxxx

00.0

0000 Xxxxx 00xx

19.9

1200 East Hackberry

19.10

1300 East Hackberry

19.11

0000 Xxxxx Xxxxx Distribution Center

19.12

6200 South 35th

19.13

3500 West Military

19.14

3600 West Military

19.15

3500 Durango

19.16

0000 Xxxxx 00xx

00.00

0000 Xxxxx 00xx

19.18

6412 South 36th

Hilltop Plaza

Actual/360

Day 1

Westland Mall

Actual/360

Day 1

Xxxxxxxx Town Center

Actual/360

Day 1

Xxxxx Leaf Plaza

Actual/360

Regency Tower

Actual/360

Day 1

ANSYS Office Building

30/360

Day 1

132

Santa Xxxxxx - 6030 Hollywood

Actual/360

Day 1

134

Stater Bros - Ridgecrest

Actual/360

Day 1

177

000 0xx Xxxxxx

Actual/360

Day 1

Mortgage Loan Number	Loan Group Number	Property Name	Annual Deposit to Replacement Reserve	Initial Deposit to Capital Improvements Reserve	Initial TI/LC Escrow	Ongoing TI/LC Footnote

11.8		Simplex Xxxxxxxx Building
13	1	000 Xxxx Xxxxxxx	42,000	31,250	125,000	(6)
19	1	Santa Xxxxxx Pool	182,461	31,938		(6)
19.1		ADC Distribution Center
19.2		The Logistics Center
19.3		4200 West Military
19.4		0000 Xxxxxxx Xxxx
19.5		9701 Pan American Distribution Center
19.6		1328 East Hackberry
19.7		0000 Xxxx Xxxxxxxx
00.0		0000 Xxxxx 00xx
19.9		1200 East Hackberry
19.10		1300 East Hackberry
19.11		0000 Xxxxx Xxxxx Distribution Center
19.12		6200 South 35th
19.13		3500 West Military
19.14		3600 West Military
19.15		3500 Durango
19.16		0000 Xxxxx 00xx
00.00		0000 Xxxxx 00xx
19.18		0000 Xxxxx 00xx
00	0	Xxxxxxx Xxxxx	25,645
43	1	Westland Mall	74,720	205,756	13,508	(6)
53	1	Xxxxxxxx Town Center	78,648	104,450	12,928	(6)
54	1	Xxxxx Leaf Plaza	8,895			(6)
72	2	Regency Tower	76,720	26,250
74	1	ANSYS Office Building
132	1	Santa Xxxxxx - 6030 Hollywood	450			(6)
134	1	Stater Bros - Ridgecrest
177	1	000 0xx Xxxxxx	1,696		113,442	(6)

A-1

EXHIBIT I

Stater Lease Insurance Information

1. Tenant shall, at its sole cost and expense, maintain (a) “All Risks” property insurance against risks of direct physical loss, including loss by fire, lightning and other risks which at the time are included under “Special Form” coverage, in amounts not less than one hundred percent of the actual replacement value of the improvements, exclusive of foundations and excavations; (b) commercial general public liability insurance against claims for bodily injury, death or property damage occurring on, in or about the premises, in the minimum amounts of Five Million Dollars for bodily injury or death to any one person, Ten Million Dollars for any one accident and Five Million Dollars for property damage to others, or in such greater amounts as are then customary for property similar in use to the premises; (c) worker’s compensation insurance (including employer’s liability insurance, if requested by landlord) to the extent required by the law of the State of California and to the extent necessary to protect landlord and the premises against tenant’s workers’ compensation claims; (d) explosion insurance in respect of any boilers and similar apparatus located on the premises in the minimum amount of $500,000 or in such greater amounts as are then customary; (e) during any period of construction on the premises, builder’s risk insurance on a completed value, non-reporting basis for the total cost of such altercations or improvements, and worker’s compensation insurance as required by applicable law; and (f) flood hazard insurance if any portion of the improvements is currently or at any time in the future located in a federally designated “special flood hazard area.” All insurance provided shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized to do business in the state in which the premises is located and approved by landlord, and in the case of property damage policies, shall name landlord and each mortgagee, as loss payees as their interest may appear, and in the case of commercial general public liability policies, shall name landlord and each mortgagee as additional named insured. Insurance companies must be accorded a rating by A. M. Best Company Inc., of A:IX or higher.

2. Tenant shall, at its sole cost and expense, rebuild, replace or repair the premises so as to restore the premises as nearly as practicable to the condition, character and fair market value thereof immediately prior to a condemnation or casualty. Tenant shall promptly and diligently pursue such restoration and shall use its good faith efforts to commence restoration within one hundred eighty calendar days after the date of the condemnation or casualty and use its good faith efforts to complete the restoration within one year of the date of the condemnation or casualty.

Exhibit I-1

EXHIBIT II

Permitted Transfer Provisions

“Permitted Transfers” means, provided that no Event of Default has occurred and is continuing:

(i) Permitted Encumbrances;

(ii) all transfers of worn out or obsolete furnishings, fixtures or equipment that are promptly replaced with property of equivalent value and functionality (unless Borrower reasonably determines such replacement is not necessary for operation of the Property and would not have a Material Adverse Effect);

(iii) all Leases which are not Material Leases;

(iv) all Material Leases which have been approved by Lender in accordance with Section 5.19;

(v) transfers of Equity Interests in any Borrower which in the aggregate during the term of the Loan (a) do not exceed forty-nine percent (49%) of the total direct or indirect legal or beneficial ownership interests in such Borrower, (b) do not result in any partner’s, member’s or other Person’s interest in such Borrower exceeding forty-nine percent (49%) of the total direct or indirect legal or beneficial ownership interests in Borrower (unless the transferee previously owned more than 49% of the Equity Interests in such Borrower) and (c) do not cause the transferee to acquire control of such Borrower;

(vi) any other transfer of any other direct or indirect legal or beneficial ownership interest in Borrower, provided that (a) Lender shall have consented to such transfer (b) after any Secondary Market Transaction, Borrower shall deliver (or cause to be delivered) to Lender a Rating Agency Confirmation with respect to such transfer, (c) Borrower shall deliver to Lender and the Rating Agencies opinion letters relating to such transfer (including, without limitation, tax and bankruptcy opinions) in form and substance satisfactory to Lender and the Rating Agencies, and (d) Borrower pays all reasonable expenses incurred by Lender in connection with such transfer;

(vii) sales of the entire Property to another party (the “Transferee Borrower”), provided that prior to such sale (a) Borrower shall pay to Lender a transfer fee in the amount of one percent (1%) of the Principal Indebtedness, (b) Lender shall consent to such transfer (such consent to not be unreasonably withheld, conditioned or delayed by Lender), (c) after a Secondary Market Transaction, Borrower shall deliver (or cause to be delivered) to Lender a Rating Agency Confirmation with respect to such transfer, (d) the identity, experience, financial condition, creditworthiness, single purpose nature and bankruptcy remoteness of the Transferee Borrower and the replacement guarantors and indemnitors shall be satisfactory to Lender in Lender’s reasonable discretion, (e) Borrower, Transferee Borrower, Guarantor and the replacement guarantors and indemnitors shall execute and deliver any and all documentation to effectuate the transfer as may be required by Lender or the Rating Agencies, in form and

Exhibit II-1

substance satisfactory to Lender or the Rating Agencies in Lender’s or the Rating Agencies’ discretion, as applicable (which documents in any event shall provide for: (A) a release of the TIC Transferor Borrower (and its related Guarantor) from all liability under the Loan for act or events first occurring after the effective date of the Transfer; and (B) an estoppel certificate from Lender in the form referred to in Section 12.22 and containing a statement as to the Principal Indebtedness owed as of the date of transfer and the amount of all reserves held by Lender), (f) counsel to Transferee Borrower and the replacement guarantors and indemnitors shall deliver to Lender and the Rating Agencies opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance satisfactory to Lender and the Rating Agencies in Lender’s and the Rating Agencies’ discretion, as applicable, (g) Borrower shall deliver (or cause to be delivered) to Lender, an endorsement to the Title Insurance Policy relating to the change in the identity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender and (h) Borrower pays all reasonable expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the Title Company for the delivery to Lender of the endorsement referred to in clause (g) above;

(viii) sales by a TIC Borrower (the “TIC Transferor Borrower”) of its co-tenancy interest in the Property (the “TIC Transfer”) to another party (the “TIC Transferee Borrower”), provided that prior to such sale (a) TIC Transferor Borrower shall pay to Lender a transfer fee in the amount of one percent (1%) of the Principal Indebtedness multiplied by the TIC Interest of the TIC Transferor Borrower (but in all events such fee shall not be less than $2,500 or greater than $10,000, (b) Lender shall consent to such transfer (such consent to not be unreasonably withheld, conditioned or delayed by Lender), (c) after a Secondary Market Transaction, TIC Transferor Borrower shall deliver (or cause to be delivered) to Lender a Rating Agency Confirmation with respect to such transfer, (d) the identity, experience (with respect to a TIC Transfer by a Sponsor Borrower), financial condition, creditworthiness, single purpose nature and bankruptcy remoteness of the TIC Transferee Borrower and the replacement guarantors and indemnitors shall be satisfactory to Lender in Lender’s reasonable discretion, (e) TIC Transferor Borrower, TIC Transferee Borrower, the Guarantor of TIC Transferor Borrower and the replacement guarantors and indemnitors shall execute and deliver any and all documentation to effectuate the transfer as may be required by Lender or the Rating Agencies, in form and substance satisfactory to Lender or the Rating Agencies in Lender’s or the Rating Agencies’ discretion, as applicable (which documents in any event shall provide for a release of the TIC Transferor Borrower (and its related Guarantor) from all liability under the Loan for act or events first occurring after the effective date of the Transfer), including, without limitation, an assumption by TIC Transferee Borrower of the TIC Agreement, (f) counsel to TIC Transferee Borrower and the replacement guarantors and indemnitors shall deliver to Lender and the Rating Agencies, if required by the magnitude of such transfer, opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance satisfactory to Lender and the Rating Agencies in Lender’s and the Rating Agencies’ discretion, as applicable, (g) TIC Transferor Borrower shall deliver (or cause to be delivered) to Lender, an endorsement to the Title Insurance Policy relating to the change in the identity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender and (h) TIC Transferor Borrower pays all reasonable expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable

Exhibit II-2

attorneys fees and expenses, all recording fees, and all fees payable to the Title Company for the delivery to Lender of the endorsement referred to in clause (g) above. Notwithstanding the foregoing, (i) no TIC Transfer shall occur prior to the earlier to occur of (y) six months from the Closing Date, and (z) the closing of a Secondary Market Transaction, (ii) there shall be no more than forty (40) separate Borrowers at any time; and (iii) no TIC Transfer shall result in any Borrower, together with its Affiliates and immediate family members of Affiliates, or Affiliates thereof, owning in the aggregate, directly or indirectly (whether by means of beneficial ownership or ownership of interests in entities which in turn directly or indirectly, through multiple ownership tiers or otherwise, own interests in Borrower or otherwise), more than a forty-nine percent (49%) of all co-tenancy interests in the Property; and

(ix) any transfer of a direct or indirect legal or beneficial ownership interest in a Borrower that occurs by devise or bequest or by operation of law upon the death of a natural person that was the holder of such interest to the lineal descendants or other beneficiaries of such interest holder or occurs by virtue of an inter vivos transfer or gift to a trust or other legitimate estate planning vehicle established for the benefit of such immediate family member, provided that (A) Manager continues to be responsible for the management of the Property, and such transfer shall not result in a change of the day to day operations of the Property, (B) the affected Borrower shall remain a Single-Purpose Entity, (C) if such transfer would result in a change of control of such Borrower and occurs before a Secondary Market Transaction, Lender shall consent to such transfer within thirty (30) days after such transfer, and (D) if such transfer would result in a change of control of such Borrower and occurs after a Secondary Market Transaction, such Borrower, at such Borrower’s sole cost and expense, shall, within thirty (30) days after such transfer, (a) deliver (or cause to be delivered) to Lender a Rating Agency Confirmation with respect to such transfer, and opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance satisfactory to Lender and the Rating Agencies in their discretion, respectively, (b) obtain the prior written consent of Lender to such transfer (which consent shall not be unreasonably withheld, conditioned or delayed) and (c) reimburse Lender for all reasonable expenses incurred by Lender in connection with such transfer.

(x) any TIC Transfer made pursuant to an option granted in the TIC Agreement or the operating agreement of any Borrower provided that the TIC Transferee Borrower is another Borrower existing at the time of the TIC Transfer (or a Single-Purpose Entity controlled by the Sponsor formed for the purpose of participating in the referenced TIC Transfer and who becomes a Borrower)(herein referred to as a “Forced TIC Sale”); provided that prior to such Forced TIC Sale: (a) TIC Transferee Borrower and a replacement guarantor affiliated therewith shall execute and deliver any and all documentation to effectuate the transfer as may be required by Lender or the Rating Agencies, in form and substance satisfactory to Lender or the Rating Agencies in Lender’s or the Rating Agencies’ discretion, as applicable (which documents, provided the TIC Transferor Borrower is not then in default under the TIC Agreement, shall provide for a release the TIC Transferor Borrower (and its related Guarantor) from all liability under the Loan for act or events first occurring after the effective date of the Transfer), (b) counsel to TIC Transferee Borrower and the replacement guarantors and indemnitors shall deliver to Lender and the Rating Agencies opinion letters relating to such transfer (including, without limitation, tax, bankruptcy and REMIC opinions) in form and substance satisfactory to Lender and the Rating Agencies in Lender’s and the Rating Agencies’

Exhibit II-3

discretion, as applicable, (c) TIC Transferor Borrower shall deliver (or cause to be delivered) to Lender, an endorsement to the Title Insurance Policy relating to the change in the identity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender and (d) TIC Transferee Borrower pays all reasonable expenses incurred by Lender in connection with such transfer, including, without limitation, Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the Title Company for the delivery to Lender of the endorsement referred to in clause (c) above. Notwithstanding the foregoing, (i) there shall be no more than forty (40) separate Borrowers at any time; and (ii) there shall be no separate assumption fee, administrative fee, underwriting fee or other transfer fee charged by Lender in connection with a Forced TIC Sale.

Co-Tenants

Borrower

1. Targa Delaware A, L.L.C., a Delaware limited liability company

2. Targa Delaware B, L.L.C., a Delaware limited liability company

3. Targa Delaware C, L.L.C., a Delaware limited liability company

4. Targa Delaware D, L.L.C., a Delaware limited liability company

5. Targa Delaware E, L.L.C., a Delaware limited liability company

6. Targa Delaware F, L.L.C., a Delaware limited liability company

7. Targa Delaware G, L.L.C., a Delaware limited liability company

8. Targa Delaware H, L.L.C., a Delaware limited liability company

9. Targa Delaware I, L.L.C., a Delaware limited liability company

10. Targa Delaware J, L.L.C., a Delaware limited liability company

11. Targa Delaware K, L.L.C., a Delaware limited liability company

Exhibit II-4

12. Targa Delaware L, L.L.C., a Delaware limited liability company

13. Targa Delaware M, L.L.C., a Delaware limited liability company

14. Targa Delaware N, L.L.C., a Delaware limited liability company

15. Targa Delaware O, L.L.C., a Delaware limited liability company

16. Targa Delaware P, L.L.C., a Delaware limited liability company

17. Targa Delaware Q, L.L.C., a Delaware limited liability company

18. Targa Delaware R, L.L.C., a Delaware limited liability company

19. Targa Delaware S, L.L.C., a Delaware limited liability company

20. Targa Delaware T, L.L.C., a Delaware limited liability company

21. Targa Delaware U, L.L.C., a Delaware limited liability company

22. Targa Delaware V, L.L.C., a Delaware limited liability company

23. Targa Delaware W, L.L.C., a Delaware limited liability company

24. Targa Delaware MM-1, L.L.C., a Delaware limited liability company (1)

25. Targa Delaware MM-2, L.L.C., a Delaware limited liability company (1)

26. Targa Delaware MM-3, L.L.C., a Delaware limited liability company

Exhibit II-5

27. Targa Delaware MM-4, L.L.C., a Delaware limited liability company

28. Targa Delaware MM-5, L.L.C., a Delaware limited liability company

29. Targa Delaware MM-6, L.L.C., a Delaware limited liability company

Exhibit II-6

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Table of Contents

MORTGAGE LOAN PURCHASE AGREEMENT

Document Metadata