EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as
of March 14, 2007, between LASALLE BANK NATIONAL ASSOCIATION, as seller (the
"Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as
purchaser (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily, commercial and/or manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as "Annex 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"), to be dated as of March 1, 2007, among CCMSI, as depositor, Midland
Loan Services, Inc., Wachovia Bank, National Association and Capmark Finance
Inc., as master servicers (each, a "Master Servicer" and, together, the "Master
Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"),
Xxxxx Fargo Bank, National Association, as trustee (the "Trustee") and LaSalle
Bank National Association, as certificate administrator (the "Certificate
Administrator"). Capitalized terms used herein (including the schedules attached
hereto) but not defined herein (or in such schedules) have the respective
meanings set forth in the Pooling and Servicing Agreement.
CCMSI intends to sell certain Classes of the Certificates (the
"Publicly Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"),
Deutsche Bank Securities Inc. ("DBS"), LaSalle Financial Services, Inc., RBC
Capital Markets Corporation and PNC Capital Markets LLC (collectively, the
"Dealers"), pursuant to an underwriting agreement dated as of the date hereof
(the "Underwriting Agreement"), between CCMSI and the Dealers. The Publicly
Offered Certificates are more particularly described in a prospectus supplement
dated March 14, 2007 (the "Prospectus Supplement") and the accompanying base
prospectus dated March 5, 2007 (the "Base Prospectus" and, together with the
Prospectus Supplement, the "Prospectus").
CCMSI further intends to sell the remaining Classes of the
Certificates (the "Privately Offered Certificates") to CGMI and DBS, pursuant to
a certificate purchase agreement dated as of the date hereof (the "Certificate
Purchase Agreement"), among CCMSI, CGMI and DBS. The Privately Offered
Certificates are more particularly described in an offering memorandum dated
March 14, 2007 (the "Memorandum").
Certain Classes of the Certificates will be assigned ratings by
Fitch, Inc., Xxxxx'x Investors Service, Inc. and/or Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc. (together, the "Rating
Agencies").
In connection with its sale of the Mortgage Loans, the Seller shall
enter into an indemnification agreement dated as of the date hereof (the
"Indemnification Agreement"), between the Seller, CCMSI and the Dealers.
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 as of the close of business on the Cut-off Date
(the "Seller Mortgage Loan Balance") of $1,583,350,863 (subject to a variance of
plus or minus 5.0%), after giving effect to any payments due on or before such
date, whether or not such payments are received. The Seller 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
$6,599,815,279 (subject to a variance of plus or minus 5.0%). The purchase and
sale of the Mortgage Loans shall take place on March 29, 2007 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 consist of a cash amount, payable in immediately available funds, as
reflected on the settlement statement agreed to by the Seller and the Purchaser,
which amount shall include interest accrued on the Seller Mortgage Loan Balance
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 by
the Seller of the Aggregate Purchase Price and satisfaction or waiver 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 and
any escrow, reserve or comparable accounts related to the Mortgage Loans,
subject, in the case of any Mortgage Loan that is part of a Loan Combination, to
the rights of the holder(s) of any other mortgage loan(s) in the related Loan
Combination in such proceeds and reserve or comparable accounts, and further
subject to the understanding that the Seller will sell certain servicing rights
to the applicable Master Servicer pursuant to that certain Servicing Rights
Purchase Agreement, dated as of the Closing Date, between such Master Servicer
and the
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Seller, and may require that a particular primary servicer remain in place with
respect to any or all of the Mortgage Loans.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver or cause to be delivered to the Trustee (with a copy
(except in the case of an Outside Serviced Trust Mortgage Loan or any letter of
credit referred to in clause (xi)(D) below) to the applicable Master Servicer
and the Special Servicer within ten (10) Business Days after the Closing Date)
the documents and instruments specified below under clauses (i), (ii), (vii),
(ix)(A) and (xi)(D) and shall, not later than the date that is 30 days after the
Closing Date, deliver or cause to be delivered to the Trustee (with a copy to
the applicable Master Servicer) the remaining documents and instruments
specified below, in each case with respect to each Mortgage Loan that is a
Serviced Trust Mortgage Loan (the documents and instruments specified below,
collectively, the "Mortgage File"). The Mortgage File for each Serviced Trust
Mortgage Loan shall contain the following documents:
(i) either (A) in the case of any Serviced Trust Mortgage
Loan, 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, National Association, as trustee for the
registered holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series CD 2007-CD4", or in blank (or a
lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto) or (B) in the case of any Serviced Non-Trust Mortgage
Loan, a copy of the executed Mortgage Note;
(ii) an original or a 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 a 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 and, if delivered in blank,
the name of the assignee),
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of (A) the Mortgage, (B) any related Assignment of Leases (if such item is
a document separate from the Mortgage) and (C) any other recorded document
relating to the subject Mortgage Loan otherwise included in the Mortgage
File, in favor of "Xxxxx Fargo Bank, National Association, as trustee for
the registered holders of CD 2007-CD4 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4" (and,
in the case of a Serviced Loan Combination, also on behalf of the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), or in blank;
(v) an original assignment of all unrecorded documents
relating to the Trust Mortgage Loan (to the extent not already assigned
pursuant to clause (iii) above), in favor of "Xxxxx Fargo Bank, National
Association, as trustee for the registered holders of CD 2007-CD4
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series CD 2007-CD4" (and, in the case of a Serviced Loan Combination, also
on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)),
or in blank;
(vi) originals or copies of any consolidation,
assumption, substitution and modification agreements in those instances
where the terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed 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 pro forma policy or specimen version of, or a marked commitment
for, 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 reasonably satisfactory to the Purchaser of any
prior UCC Financing Statements in favor of the originator of the subject
Mortgage Loan or in favor of any assignee prior to the Trustee (but only
to the extent the Seller had possession of such UCC Financing Statements
when it was to deliver the subject Mortgage File on or prior to the
Closing Date), unless not yet returned by the applicable filing office;
and, if there is an effective UCC Financing Statement in favor of the
Seller on record with the applicable public office for UCC Financing
Statements, an original UCC Financing Statement assignment, in form
suitable for filing in favor of "Xxxxx Fargo Bank, National Association,
as trustee for the registered holders of CD 2007-CD4 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series CD 2007-CD4"
(and, in the case of any A/B Loan Combination, also on behalf of the
related Serviced Non-Trust Mortgage Loan Noteholder(s)), as assignee, or
in blank;
(ix) an original or a copy of any (A) Ground Lease and
ground lessor estoppel, (B) loan guaranty or indemnity, (C) lender's
environmental insurance policy or (D) lease enhancement policy;
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(x) any intercreditor, co-lender or similar agreement
relating to permitted debt of the Mortgagor and any intercreditor
agreement relating to mezzanine debt related to the Mortgagor; and
(xi) copies of any (A) loan agreement, (B) escrow
agreement, (C) security agreement or (D) letter of credit relating to a
Trust Mortgage Loan (with the original of any such letter of credit to be
delivered to the applicable Master Servicer).
No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver or cause to be delivered to the Trustee (with a copy to the
Master Servicer and the Special Servicer within ten (10) Business Days after the
Closing Date) the documents and instruments specified below with respect to each
of the Outside Serviced Trust Mortgage Loans (with respect to each Outside
Serviced Trust Mortgage Loan, the documents and instruments specified below,
collectively, the "Mortgage File"). The Mortgage File for each Outside Serviced
Trust Mortgage Loan shall contain the following documents:
(x) the original executed Mortgage Note for such Outside Serviced
Trust Mortgage Loan 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, National Association, as trustee for the registered
holders of CD 2007-CD4 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2007-CD4" or in blank, (or a lost note
affidavit and indemnity with a copy of such Mortgage Note attached
thereto);
(y) an executed copy of the related Co-Lender Agreement; and
(z) an executed copy of the related Outside Servicing Agreement
(or, if not delivered on the Closing Date, within five (5) Business Days
of such Outside Servicing Agreement being duly delivered and becoming
effective).
The Seller hereby further represents and warrants that with respect to the
Outside Serviced Trust Mortgage Loans, it has delivered to the Outside Trustee
the documents constituting the "mortgage file" within the meaning of the related
Outside Servicing Agreement in connection with its sale of one or more of the
related Non-Trust Mortgage Loans to the depositor for the commercial mortgage
securitization transaction to which such Outside Servicing Agreement relates.
The foregoing document delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
With respect to the Crossed Loans constituting a Crossed Group, the
existence of any document required to be in the Mortgage File of any Crossed
Loan in such Crossed Group shall be sufficient to satisfy the requirements of
this Agreement for delivery of such document as a part of the Mortgage File of
the other Crossed Loan(s) in such Crossed Group, to the extent that such same
document is also required to be part of the Mortgage File for such other Crossed
Loan(s) in such Crossed Group.
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References in this Agreement to "Document Defect" mean that any
document constituting part of the Mortgage File for any Mortgage Loan has not
been properly executed, is missing (beyond the time period required for its
delivery hereunder), contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule or does not appear regular on its face.
(d) The Seller, at its own cost and expense, shall retain an
independent third party (the "Recording/Filing Agent") that shall, as to each
Mortgage Loan (other than Outside Serviced Trust Mortgage Loans), promptly (and
in any event, as to any such Mortgage Loan, within 90 days following the later
of (i) the Closing Date and (ii) the delivery of the related Mortgage(s),
Assignment(s) of Leases, recordable documents, and UCC Financing Statements to
the Trustee) complete (if and to the extent necessary) and cause to be submitted
for recording or filing, as the case may be, in favor of the Trustee in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each assignment of Mortgage, assignment of Assignment of Leases
and assignment of any other recordable documents relating to each such Mortgage
Loan, referred to in Sections 2(c)(iv)(A), (B) and (C) and each assignment of a
UCC Financing Statement in favor of the Trustee and so delivered to the Trustee
and referred to in Section 2(c)(viii). The Seller shall cause the recorded
original of each such assignment of recordable documents to be delivered to the
Trustee or its designee following recording, and shall cause the file copy of
each such UCC Financing Statement to be delivered to the Trustee or its designee
following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Seller or the Recording/Filing Agent shall obtain therefrom a
certified copy of the recorded original, which shall be delivered to the Trustee
or its designee. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter cause the same to be duly
recorded or filed, as appropriate. The Seller shall be responsible for the
out-of-pocket costs and expenses of the Recording/Filing Agent in connection
with its performance of the recording, filing and delivery obligations
contemplated above.
(e) The Seller shall deliver or cause to be delivered to the
applicable Master Servicer or such Master Servicer's designee: (i) within ten
(10) days after the Closing Date, all documents and records in the Seller's
possession (except draft documents, attorney-client privileged communications
and internal correspondence, credit underwriting or due diligence analyses,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations and other
underwriting analysis of the Seller) relating to, and necessary for the
servicing and administration of, each Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan) and that are not required to be part of the
Mortgage File in accordance with the definition thereof (including, without
limitation, any original letters of credit relating to any Mortgage Loan); and
(ii) within two (2) Business Days after the Closing Date, any and all escrow
amounts and reserve amounts in the Seller's possession or under its control that
relate to the Mortgage Loans (other than an Outside Serviced Trust Mortgage
Loan).
(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
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which secure any Mortgage Loan (other than an Outside Serviced Trust Mortgage
Loan). 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 applicable Master Servicer.
(g) After the Seller's transfer of the Mortgage Loans to or at the
direction of the Purchaser, the Seller shall not take any action to suggest that
the Purchaser is not the legal owner of the Mortgage Loans.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized
and validly existing and in good standing under the laws of the United
States and possesses all requisite authority, power, licenses, permits and
franchises to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of this
Agreement;
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights in general, as they
may be applied in the context of the insolvency of a national banking
association, and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and by
public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement which purport to provide indemnification from
liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (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, which violation, default or breach, in the case of
either clause (iii)(B) or (iii)(C) might have consequences that would, in
the Seller's reasonable and good faith judgment, materially and adversely
affect the financial condition or the operations of the Seller or its
properties (taken as a whole) or have consequences that would materially
and adversely affect its performance hereunder;
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(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 financial
condition or the operations of the Seller or its properties (taken as a
whole) 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 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 involving the
Seller 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) For purposes of accounting 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 contemplated by this Agreement. The consideration received
by the Seller upon the sale of the Mortgage Loans to the Purchaser will
constitute at least reasonably equivalent value and fair consideration for
the Mortgage Loans. The Seller will be solvent at all relevant times prior
to, and will not be rendered insolvent by, the sale of the Mortgage Loans
to the Purchaser. The Seller is not transferring the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller or on account of an antecedent debt.
(b) The Seller hereby makes, on the date hereof and on the Closing
Date, the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,
which representations and warranties are subject to the exceptions set forth on
Schedules III and IV. References in this Agreement to "Breach" mean a breach of
any such representations and warranties made pursuant to this Section 3(b) with
respect to any Mortgage Loan.
(c) If the Seller receives, pursuant to Section 2.03(a) of the
Pooling and Servicing Agreement, written notice of a Document Defect or a Breach
relating to a Mortgage Loan, and if such Document Defect or Breach shall
materially and adversely affect the value of
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the applicable Mortgage Loan or the interests of the Certificateholders therein,
then the Seller shall, not later than ninety (90) days from receipt of such
notice (or, in the case of a Document Defect or Breach relating to a Mortgage
Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions
(a "Qualified Mortgage"), not later than ninety (90) days from any party to the
Pooling and Servicing Agreement discovering such Document Defect or Breach,
provided the Seller receives such notice in a timely manner), cure such Document
Defect or Breach, as the case may be, in all material respects, 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 applicable Master Servicer for
deposit into its Collection Account, any Substitution Shortfall Amount in
connection therewith; provided that, if a 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, then unless such Document Defect or Breach would
cause the Mortgage Loan not to be a Qualified Mortgage, such Seller shall have
an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute for 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 if the cure of any
Document Defect or Breach would require an expenditure on the part of the Seller
in excess of $10,000, then the Seller may, at its option, within the time period
provided above, elect to purchase or replace the affected Mortgage Loan in
accordance with this Section 3 without attempting to cure such Document Defect
or Breach, as the case may be. 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 an uncured Document Defect that, to the Seller's knowledge,
existed as of the Closing Date, and that materially and adversely affects the
value of the applicable Mortgage Loan or the interests of the Certificateholders
therein, the Seller shall provide the officer's certificate to the Trustee
described above as to the reasons such Document Defect remains uncured and as to
the actions being taken to pursue cure.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date in such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related due date in the month of
substitution shall be part of the Trust Fund, and Periodic Payments received
with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after
the related date of substitution or repurchase, as the case may be, shall belong
to the Seller. Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related due date in the month of substitution
shall not be part of the Trust Fund and shall be remitted to the Seller promptly
following receipt, and Periodic Payments received with respect to the replaced
Mortgage Loan or a repurchased Mortgage Loan up to and including the related
date of substitution or repurchase, as the case may be, shall belong to the
Trust Fund.
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(d) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is 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 each other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller
will be required to repurchase or substitute for the remaining Crossed Loan(s)
in the related Crossed Group as provided in the immediately preceding paragraph
unless: (x) such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria; (y) the Seller (at its expense) shall have furnished
the Trustee with an Opinion of Counsel to the effect that the repurchase of or
substitution for the affected Crossed Loan only, including, without limitation,
any modification required with respect to such repurchase or substitution, shall
not cause an Adverse REMIC Event; and (z) the repurchase of or substitution for
the affected Crossed Loan only shall satisfy all other criteria for repurchase
or substitution, as applicable, of Mortgage Loans set forth herein or in the
Pooling and Servicing Agreement. If the conditions set forth in clauses (x), (y)
and (z) of the prior sentence are satisfied, the Seller may elect either to
repurchase or substitute for only the affected Crossed Loan as to which the
related Document Defect or Breach exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. The Seller shall be
responsible for the cost of any Appraisal required to be obtained by the
applicable 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 purchase or substitute for a Crossed Loan
hereunder in the manner prescribed above while the Purchaser 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 Purchaser, the
Primary Collateral securing the Crossed Loans still held by the Purchaser, so
long as such exercise does not materially impair the ability of the other party
to exercise its remedies against its Primary Collateral.
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, if not specified in the
related Mortgage Loan documents, on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan included in the Trust Fund is modified to terminate the related
cross-collateralization and/or cross-default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
such 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.
10
Notwithstanding any of the foregoing provisions of this Section
3(d), if there is a Document Defect or Breach (which Document Defect or Breach
shall materially and adversely affect the value of the related Mortgage Loan or
the interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or replace the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Trust Fund in connection with such release,
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the related Mortgage Loan documents and the Seller provides an opinion
of counsel to the effect that such release would not cause any REMIC created
under the Pooling and Servicing Agreement to fail to qualify as a REMIC under
the Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) the
Seller obtains from each Rating Agency then rating the Certificates and delivers
to the Trustee and the applicable Master Servicer written confirmation that such
release would not cause the then-current ratings of the Certificates rated by it
to be qualified, downgraded or withdrawn.
(e) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Collection Account
maintained by the applicable Master Servicer, and the delivery of the Mortgage
File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage
Loan(s) to the Trustee and the applicable Master Servicer, respectively, if
applicable, (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it by the applicable Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller, the legal and beneficial ownership of each
repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the
Trustee, the applicable Master Servicer and the Special Servicer shall each
tender to the Seller, upon delivery to each of them of a receipt executed by the
Seller, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and (iii) the applicable Master Servicer and the
Special Servicer shall release to the Seller any Escrow Payments and Reserve
Funds held by it in respect of such repurchased or replaced Mortgage Loans.
(f) This Section 3 provides the sole remedy available to the
Certificateholders or the Trustee on behalf of the Certificateholders,
respecting any Document Defect or Breach and the Purchaser acknowledges and
agrees that the representations and warranties made herein by the Seller
pursuant to Section 3(b) are solely for risk allocation purposes.
11
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 Delaware. The
Purchaser has the full corporate power and authority and legal right to acquire
the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the
Trustee.
(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 (i) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (ii) other laws relating to or affecting the rights
of creditors generally, or (iii) general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
(c) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any other corporate restriction or any judgment, order,
writ, injunction, decree, law or regulation that would, in the Purchaser's
reasonable and good faith judgment, materially and adversely affect the ability
of the Purchaser to perform its obligations under this Agreement or that
requires the consent of any third person to the execution of this Agreement or
the performance by the Purchaser of its obligations under this Agreement (except
to the extent such consent has been obtained).
(d) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by such Purchaser of, or compliance by such Purchaser with, this
Agreement or the consummation of the transactions of such contemplated by this
Agreement, except for any consent, approval, authorization or order which has
been obtained prior to the actual performance by such Purchaser of its
obligations under this Agreement, or which, if not obtained would not have a
materially adverse effect on the ability of such Purchaser to perform its
obligations hereunder.
(e) 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 (i) any term
or provision of the Purchaser's certificate of incorporation or bylaws, (ii) 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 (iii)
any law, rule, regulation, order, judgment, writ, injunction or decree of any
court or governmental authority having jurisdiction over the Purchaser or its
assets, which default might have consequences that would, in the Purchaser's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the
12
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for the consideration
contemplated by this Agreement.
(g) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Purchaser, threatened against the Purchaser in any
court or by or before any other governmental agency or instrumentality which
would, in the Purchaser's reasonable and good faith judgment, materially and
adversely affect the validity of this Agreement or any action taken in
connection with the obligations of the Purchaser contemplated herein, or which
would be likely to impair materially the ability of the Purchaser to enter into
and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or 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.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Xxxx LLP, New
York, New York 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 Section 3(a) and Section 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 CCMSI, the Seller, the Dealers 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 or its designee shall have delivered and released
to the Trustee (or a Custodian on its behalf) and the applicable Master
Servicer, respectively, all documents represented to have been or required to be
delivered to the Trustee and such Master Servicer on or before the Closing Date
pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects and the Seller and the Purchaser shall each 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;
13
(e) The Seller shall have paid all fees and expenses payable by it
to CCMSI or otherwise pursuant to this Agreement as of the Closing Date; and
(f) The Underwriters and Initial Purchasers shall have received
letters from an independent accounting firm reasonably acceptable to CCMSI and
the Seller in form satisfactory to CCMSI, relating to certain information
regarding the Mortgage Loans and Certificates as set forth in the Prospectus,
the Prospectus Supplement and other disclosure documents.
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, the Pooling and Servicing Agreement and the
Indemnification Agreement, in each case duly executed by all parties thereto;
(b) A certificate of the Seller, executed by the Seller and dated
the Closing Date, and upon which CCMSI and the Dealers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement and
the Indemnification Agreement are true and correct in all material respects at
and as of the Closing Date with the same effect as if made on such date,
subject, in the case of the representations and warranties made by the Seller
pursuant to Section 3(b) of this Agreement, to the exceptions to such
representations and warranties set forth in Schedules III and IV to this
Agreement; 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 the Seller, dated the Closing
Date, and upon which CCMSI and the Dealers 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) True and complete copies of the articles of association and
by-laws of the Seller (as certified to by the Secretary or an assistant
secretary of the Seller), and a certificate of corporate existence of the Seller
issued by the Comptroller of the Currency not earlier than thirty (30) days
prior to the Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may
be from in-house counsel, outside counsel or a combination thereof), relating to
certain corporate and enforceability matters and reasonably satisfactory to the
Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and
the Rating Agencies, together with such other written opinions as may be
required by the Rating Agencies;
14
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the sale of the Mortgage Loans by the
Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion
may be from in-house counsel, outside counsel, or a combination thereof, and may
include a reliance letter addressed to the Seller with respect to opinions given
to other parties) relating to certain corporate and enforceability matters and
reasonably satisfactory to the Seller and its counsel, dated the Closing Date
and addressed to the Seller.
SECTION 7. 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 Seller Mortgage Loan
Balance represents of the Cut-off Date Pool Balance, the exact amount of which
shall be as set forth in or determined pursuant to the memorandum of
understanding to which the Seller and the Purchaser (or affiliates thereof) are
parties, with respect to the transactions contemplated by this Agreement): (i)
the costs and expenses of delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a final Prospectus and Memorandum and other customary offering
materials relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee and the Certificate Administrator (including reasonable
attorneys' fees) incurred in connection with the securitization of the Mortgage
Loans and the Other Mortgage Loans; (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, the Other Mortgage Loans and the
Certificates included in the Prospectus, the Memorandum and other customary
offering materials, including 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 Dealers. All other costs and
expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 8. Grant of a Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 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
15
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 Collection
Accounts, the Distribution Account or, if established, the REO Accounts (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 in and to the Mortgage Loans pursuant to the
Pooling and Servicing Agreement, 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, securities
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 a perfected security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement, and in connection therewith the Seller authorizes the
Purchaser to file any and all appropriate Uniform Commercial Code financing
statements.
SECTION 9. Notices. All notices, copies, requests, consents,
demands and other communications in connection herewith shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when 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 10. 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 11. 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
16
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 12. 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 13. 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.
SECTION 14. 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 15. 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 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser and their permitted successors and assigns. No holder or beneficial
owner of a Certificate shall be deemed a permitted successor or assign to the
Purchaser solely by reason of its interest in such Certificate.
17
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. 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 18. Accountants' Letters. The parties hereto shall cooperate
with accountants designated by CCMSI and reasonably acceptable to the Seller in
making available all information and taking all steps reasonably necessary to
permit such accountants to deliver the letters required by the Underwriting
Agreement and/or the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or
other statement in this Agreement is made with respect to a Person's
"knowledge", such statement refers to such Person's employees or agents who were
or are responsible for or involved with the indicated matter and have actual
knowledge of the matter in question.
SECTION 20. Disclosure Materials. The Purchaser shall provide the
Seller with a copy of the Memorandum and the Prospectus Supplement promptly
following their becoming available.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
18
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
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Director
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
LASALLE MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
ADDRESS FOR NOTICES
Seller:
Address for Notices:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Purchaser:
Address for Notices:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
I-1
SCHEDULE I
GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
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.
2. As of the date of its origination, such Mortgage Loan and the
interest (exclusive of any default interest, late charges or prepayment
premiums) contracted for thereunder, 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, including those
pertaining to usury.
3. Immediately prior to the sale, transfer and assignment to the
Purchaser, the Seller had good 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 or security interests of any
nature encumbering such Mortgage Loan, but subject to certain agreements
regarding servicing as provided in the Pooling and Servicing Agreement,
subservicing agreements permitted thereunder and that certain Servicing
Rights Purchase Agreement dated as of the Closing Date between the
applicable Master Servicer and the Seller. 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 free and clear
of any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed
(except to the extent that a portion of such proceeds is being held in
escrow or reserve accounts) and there is no requirement for future
advances thereunder by the Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if
any) and other agreement executed by the Mortgagor in connection with such
Mortgage Loan is a legal, valid and binding obligation of the related
Mortgagor (subject to any non-recourse provisions therein and any state
anti-deficiency or market value limit deficiency legislation), enforceable
in accordance with its terms, except (a) 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
principal rights and benefits afforded thereby and (b) 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.
I-2
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.
7. Each related assignment of Mortgage and assignment of
Assignment of Leases from the Seller to the Trustee constitutes the legal,
valid and binding 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 and
limitations set forth in representation (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, ground rents, water charges, sewer rents and assessments
not yet delinquent or accruing interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record, none of which, individually or in the aggregate, materially
and adversely interferes with the current use of the Mortgaged Property or
the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) the exceptions (general and specific) and
exclusions set forth in the applicable policy described in representation
(12) below or appearing of record, none of which, individually or in the
aggregate, materially 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), (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan, and (g) if such Mortgage Loan is
part of a Loan Combination, the lien of the Mortgage for the related
Non-Trust Loan(s). Except with respect to cross-collateralized and
cross-defaulted Mortgage Loans and Mortgage Loans that are part of a Loan
Combination, there are no mortgage loans that are senior or pari passu in
right of
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payment with the subject Mortgage Loan that are secured by the related
Mortgaged Property.
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 at the time of the
origination of each Mortgage Loan to perfect a valid security interest in
all items of personal property reasonably necessary to operate the
Mortgaged Property owned by a Mortgagor and located on the related
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 of UCC Financing Statements, 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 security interest on such items of
personalty except as such enforcement may be limited by bankruptcy,
insolvency, receivership, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to
the extent that possession or control of such items or actions other than
the filing of UCC Financing Statements are required in order to effect
such perfection.
10. All real estate taxes and governmental assessments, or
installments thereof, which would be a lien on the Mortgaged Property and
that prior to the Cut-off Date have become delinquent in respect of each
related Mortgaged Property, have been paid, or an escrow of funds in an
amount sufficient (together with, in the case of taxes and governmental
assessments not presently due and payable, future escrow payments required
to be made pursuant to the related Mortgage Loan documents) 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. To the Seller's actual knowledge as of the Cut-off Date, and
to the Seller's actual knowledge based solely upon due diligence
customarily performed with the origination of comparable mortgage loans by
the Seller, each related Mortgaged Property was free and clear of any
material damage (other than deferred maintenance for which escrows were
established at origination) that would materially and adversely affect the
value of such Mortgaged Property as security for the Mortgage Loan, and to
the Seller's actual knowledge as of the Cut-off Date there was no
proceeding pending for the total or partial condemnation of such Mortgaged
Property.
12. The lien of each related Mortgage as a first priority lien in
the original principal amount of such Mortgage Loan (and, in the case of a
Mortgage Loan that is part
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of a Loan Combination, in the original (aggregate, if applicable)
principal amount of the other mortgage loan(s) constituting the related
Loan Combination) after all advances of principal (as set forth on the
Mortgage Loan Schedule) is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in
the applicable jurisdiction, insuring the Seller, its successors and
assigns, subject only to the Title Exceptions; the Seller or its
successors or assigns is the named insured of such policy; such policy is
assignable in connection with the assignment of the related Mortgage Note
without consent of the insurer and will inure to the benefit of the
Trustee as mortgagee of record; such policy is in full force and effect
upon the consummation of the transactions contemplated by this Agreement;
all premiums thereon have been paid; no material claims have been made
under such policy and the Seller has not done anything, by act or
omission, and the Seller has no actual knowledge of any matter, which
would impair or diminish the coverage of such policy. The insurer issuing
such policy is either (x) a nationally recognized title insurance company
or (y) qualified to do business in the jurisdiction in which the related
Mortgaged Property is located to the extent required; and such policy
contains no material exclusions for, or affirmatively insures (except for
any Mortgaged Property located in a jurisdiction where such insurance is
not available) (a) access to a public road and (b) against any loss due to
encroachments of any material portion of the improvements thereon.
13. As of the date of its origination, all insurance coverage
required under each related Mortgage was in full force and effect with
respect to each related Mortgaged Property, which insurance covered such
risks as were customarily acceptable to prudent commercial and multifamily
mortgage lending institutions lending on the security of property
comparable to the related Mortgaged Property in the jurisdiction in which
such Mortgaged Property is located, and with respect to a fire and
extended perils insurance policy, was in an amount (subject to a customary
deductible) at least equal to the lesser of (i) the replacement cost of
improvements located on such Mortgaged Property, or (ii) the original
principal balance of the Mortgage Loan (and, in the case of a Mortgage
Loan that is part of a Loan Combination, in the original (aggregate, if
applicable) principal amount of the other mortgage loan(s) constituting
the related Loan Combination), and in any event, in an amount necessary to
prevent operation of any co-insurance provisions, and, except if such
Mortgaged Property is operated as a manufactured housing community, such
Mortgaged Property is also covered by business interruption or rental loss
insurance, in an amount at least equal to twelve (12) months of operations
of the related Mortgaged Property (or in the case of a Mortgaged Property
without any elevator, six (6) months); and as of the Cut-off Date, to the
actual knowledge of the Seller, all insurance coverage required under each
Mortgage, which insurance covers such risks and is in such amounts as are
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property in the jurisdiction in which such Mortgaged
Property is located, is in full force and effect with respect to each
related Mortgaged Property; and all premiums due and payable through the
Closing Date have been paid; and no notice of termination or cancellation
with respect to any such insurance policy has been received by the Seller.
Except for certain amounts not greater than amounts which would be
considered prudent by a commercial and multifamily mortgage lending
institution with respect to a similar mortgage loan and which are set
forth in the related Mortgage, any insurance proceeds in
I-5
respect of a casualty loss are required to be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property or
(ii) to the reduction of the outstanding principal balance of the Mortgage
Loan, subject in either case to requirements with respect to leases at the
related Mortgaged Property and to other exceptions customarily provided
for by prudent commercial and multifamily mortgage lending institutions
for similar loans. The Mortgaged Property is also covered by 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 and
multifamily mortgage lending institutions.
The insurance policies contain a standard mortgagee clause naming
the holder of the related Mortgage, its successors and assigns as loss
payee, in the case of a property insurance policy, and additional insured
in the case of a liability insurance policy, and provide that they are not
terminable without thirty (30) days prior written notice to the Mortgagee
(or, with respect to non-payment, ten (10) days prior written notice to
the Mortgagee) or such lesser period as prescribed by applicable law. Each
Mortgage requires 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 Mortgagor fails to do so.
14. Other than payments due but not yet thirty (30) days or more
delinquent, to the Seller's actual knowledge, based upon due diligence
customarily performed with the servicing of comparable mortgage loans by
prudent commercial and multifamily mortgage lending institutions, 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 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 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 twelve (12 ) months (or since the date of origination if such
Mortgage Loan has been originated within the past twelve (12 ) months),
has not been, thirty (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
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Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. No related Mortgage provides for or permits, without the prior
written consent of the holder of the Mortgage Note, any related Mortgaged
Property to secure any other promissory note or obligation except as
expressly described in such Mortgage or other Mortgage Loan document.
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 1.860G(2)(f)(2)), is directly
secured by a Mortgage on a commercial property or a multifamily
residential property, and either (a) 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 (b) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of such Mortgage Loan (i) as of the Testing Date, or (ii)
as of the Closing Date. For purposes of the previous sentence, (A) the
fair market value of the referenced interest in real property shall first
be reduced by (1) the amount of any lien on such interest in real property
that is senior to such Mortgage Loan, and (2) a proportionate amount of
any lien on such interest in real property that is on a parity with the
Mortgage Loan, and (B) the "Testing Date" shall be the date on which the
referenced Mortgage Loan was originated unless (1) 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 (2) 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.
19. One or more environmental site assessments, updates or
transaction screens thereof 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, except for those Mortgage Loans
identified on Annex A to this Schedule I for which a lender's
environmental insurance policy was obtained in lieu of such environmental
site assessments, updates and transaction screens, and the Seller, having
made no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s), updates or transaction screens
referenced herein, has no actual knowledge and has received no notice of
any material and 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
I-7
term is defined in the Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process Designation: E
1527-00, as recommended by the 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 one or more
of the following is true: (i) an escrow greater than 100% 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
related Mortgagor has covenanted in the Mortgage Loan documents to perform
such work); (ii) the related Mortgagor or other responsible party having
financial resources reasonably estimated to be adequate to address the REC
is required to take such actions or is liable for the failure to take such
actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation; (iii) the related Mortgagor has provided
a lender's environmental insurance policy (in which case such Mortgage
Loan is identified on Annex A to this Schedule I); (iv) an operations and
maintenance plan has been or will be implemented; (v) such conditions or
circumstances were investigated further and based upon such additional
investigation, a qualified environmental consultant recommended no further
investigation or remediation; or (vi) the Mortgagor or other responsible
party has obtained a no further action letter or other evidence that
governmental authorities have no intention of taking any action or
requiring any action in respect of the REC. 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 issuing
such policy prior to the issuance of such policy.
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 principal 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 laws affecting the rights of creditors and the
application of principles of equity.
21. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding.
22. Except with respect to any Mortgage Loan that is part of a
Loan Combination, each Mortgage Loan is a whole loan and contains no
equity participation by the Seller or shared appreciation feature and does
not provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or, other
than the ARD Loans, provide for negative amortization. The Seller holds no
preferred equity interest in the related Mortgagor.
23. Subject to certain exceptions, which are customarily
acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of
I-8
property comparable to the related Mortgaged Property, each related
Mortgage or loan agreement contains provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without
complying with the requirements of the Mortgage or loan agreement, (a) the
related Mortgaged Property, or any controlling interest in the related
Mortgagor, is directly transferred or sold (other than by reason of family
and estate planning transfers, transfers by devise, descent or operation
of law upon the death or incapacity of a member, general partner or
shareholder of the related Mortgagor, transfers of less than a controlling
interest in a mortgagor, issuance of non-controlling new equity interests,
transfers among existing members, partners or shareholders in the
Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors
with respect to cross-collateralized and cross-defaulted Mortgage 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 interest that do not result in a change of control) or a
substitution or release of collateral is effected other than in the
circumstances specified in representation (26) below, or (b) the related
Mortgaged Property is encumbered in connection with subordinate financing
by a lien or security interest against the related Mortgaged Property,
other than any existing permitted additional debt.
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.
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, and, except with respect to Mortgage Loans (a)
which permit defeasance 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" within the meaning of Treasury Regulation Section
1.860G-2(a)(8)(i) sufficient to pay the Mortgage Loans (or portions
thereof) in accordance with their terms, (b) where a release of the
portion of the Mortgaged Property was contemplated at origination and such
portion was not considered material for purposes of underwriting the
Mortgage Loan, (c) where release is conditional upon the satisfaction of
certain underwriting and legal requirements and the payment of a release
price that represents adequate consideration for such Mortgaged Property
or the portion thereof that is being released, (d) which permit the
related Mortgagor to substitute a replacement property in compliance with
REMIC Provisions or (e) which permit the release(s) of unimproved
out-parcels or other portions of the Mortgaged Property that will not have
a material adverse affect on the underwritten value of the security for
the Mortgage Loan or that were not allocated any value in the underwriting
during the origination of the Mortgage Loan, the terms of the related
Mortgage do not provide for
I-9
release of any portion of the Mortgaged Property from the lien of the
Mortgage except in consideration of payment in full therefor.
27. To the Seller's actual knowledge, based upon a letter from
governmental authorities, a legal opinion, an endorsement to the related
title policy, an architect's letter or zoning consultant's report or based
upon other due diligence considered reasonable by prudent commercial and
multifamily mortgage lending institutions in the area where the applicable
Mortgaged Property is located, as of the date of origination of such
Mortgage Loan and as of the Cut-off Date, there are no material violations
of any applicable zoning ordinances, building codes and land laws
applicable to the Mortgaged Property or the use and occupancy thereof
which (a) are not insured by an ALTA lender's title insurance policy (or a
binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, or a law and ordinance insurance policy or (b)
would have a material adverse effect on the value, operation or net
operating income 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 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).
29. With respect to at least 95% of the Mortgage Loans (by
principal balance) having a Cut-off Date Balance in excess of 1% of the
Initial Pool Balance, the related Mortgagor has covenanted in its
organizational documents and/or the Mortgage Loan documents to own no
significant asset other than the related Mortgaged Property or Mortgaged
Properties, as applicable, and assets incidental to its ownership and
operation of such Mortgaged Property, and to hold itself out as being a
legal entity, separate and apart from any other Person.
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
I-10
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. Except with respect to any Mortgage Loan that is part of a
Loan Combination, the related Mortgage Note is not secured by any
collateral that secures a mortgage loan that is not in the Trust Fund and
each Mortgage Loan that is cross-collateralized is cross-collateralized
only with other Mortgage Loans sold pursuant to this Agreement.
34. The improvements located on the Mortgaged Property are either
not located in a federally designated special flood hazard area or the
Mortgagor is required to maintain or the mortgagee maintains, flood
insurance with respect to such improvements and such insurance policy is
in full force and effect and in an amount (subject to a deductible not to
exceed $25,000) at least equal to the least of (a) the replacement cost of
improvements located on such mortgaged real property, (b) the outstanding
principal balance of the subject mortgage loan and (c) the maximum amount
under the applicable federal flood insurance program.
35. 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, and to the extent not disbursed or otherwise released in
accordance with the related Mortgage Loan documents, are in the
possession, or under the control, of the Seller or its agent and there are
no deficiencies in connection therewith.
36. 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 was in possession of all material licenses,
permits and authorizations then required for use of the related Mortgaged
Property, and, as of the Cut-off Date, the Seller has no actual knowledge
that the related Mortgagor was not in possession of such licenses, permits
and authorizations.
37. The origination (or acquisition, as the case may be) practices
used by the Seller or its affiliates with respect to the Mortgage Loan
have been in all material respects legal and the servicing and collection
practices used by the Seller or its affiliates with respect to the
Mortgage Loan have met customary industry standards for servicing of
commercial mortgage loans for conduit loan programs.
I-11
38. Except for any Mortgage Loan secured by a Mortgagor's
leasehold interest in the related Mortgaged Property, the related
Mortgagor (or its affiliate) has title in the fee simple interest in each
related Mortgaged Property.
39. 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 accepts responsibility for fraud and/or other
intentional material misrepresentation. The Mortgage Loan documents for
each Mortgage Loan provide that the related Mortgagor 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.
40. Subject to the exceptions set forth in representation (5), 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.
41. With respect to such Mortgage Loan, any prepayment premium
constitutes a "customary prepayment penalty" within the meaning of
Treasury Regulations Section 1.860G-1(b)(2).
42. If such Mortgage Loan contains a provision for any defeasance
of mortgage collateral, such Mortgage Loan permits defeasance (a) no
earlier than two (2) years after the Closing Date, and (b) 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 (or, in
the case of a partial defeasance, in an amount sufficient to make all
scheduled payments with respect to the defeased portion of such Mortgage
Loan). 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) (i) 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, (ii) an Opinion of Counsel that the
defeasance complies with all applicable REMIC Provisions, and (iii)
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
I-12
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.
43. 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.
44. Neither the Seller nor any affiliate thereof has any
obligation to make any capital contributions to the Mortgagor under the
Mortgage Loan.
45. Except with respect to any Mortgage Loan that is part of a
Loan Combination, none of the Mortgaged Properties are encumbered, and
none of the Mortgage Loan documents permit 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 materialmen's liens that become payable after the
Cut-off Date of the related Mortgage Loan).
I-13
ANNEX A (TO SCHEDULE I)
Mortgage Loans as to Which the Related Mortgagor Obtained
a Lender's Environmental Insurance Policy
I-14
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest
(except with respect to any Mortgage Loan also secured by a fee interest in the
related Mortgaged Property), the Seller represents and warrants the following
with respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be
duly recorded no later than thirty (30) days after the Closing Date and
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.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such ground lease is
assignable to the mortgagee under the leasehold estate and its assigns
without the consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its
successors or assigns, except termination or cancellation if (a) an event
of default occurs under the Ground Lease, (b) notice thereof is provided
to the mortgagee and (c) such default is curable by the mortgagee as
provided in the Ground Lease but remains uncured beyond the applicable
cure period.
4. To the actual knowledge of the Seller, at the Closing Date,
such Ground Lease is in full force and effect and other than payments due
but not yet thirty (30) days or more delinquent, (a) there is no material
default, and (b) there is no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default under such Ground Lease.
5. The Ground Lease or ancillary agreement between the lessor and
the lessee requires the lessor to give notice of any default by the lessee
to the mortgagee. The ground lease or ancillary agreement further provides
that no notice of default given is effective against the mortgagee unless
a copy has been given to the mortgagee in a manner described in the ground
lease or ancillary agreement.
6. The ground lease (a) is not subject to any liens or
encumbrances superior to, or of equal priority with, the Mortgage,
subject, however, to only the Title Exceptions or (b) is subject to a
subordination, non-disturbance and attornment agreement to which the
mortgagee on the lessor's fee interest in the Mortgaged Property is
subject.
7. A mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of the
lessee under the ground
III-1
lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any
extension options, whether or not currently exercised, set forth therein
all of which can be exercised by the mortgagee if the mortgagee acquires
the lessee's rights under the Ground Lease) that extends not less than
twenty (20) years beyond the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related
Mortgage, taken together, any related insurance proceeds or condemnation
award (other than in respect of a total or substantially total loss or
taking) will be applied either to the repair or restoration of all or part
of the related Mortgaged Property, with the mortgagee or a trustee
appointed or approved by it having the right to hold and disburse such
proceeds as repair or restoration progresses (except in cases where a
provision entitling another party to hold and disburse such proceeds would
not be viewed as commercially unreasonable by a prudent commercial and
multifamily mortgage lending institution), or to the payment or defeasance
of the outstanding principal balance of the Mortgage Loan, together with
any accrued interest (except in cases where a different allocation would
not be viewed as commercially unreasonable by a prudent commercial and
multifamily mortgage lending institution, taking into account the relative
duration of the ground lease and the related Mortgage and the ratio of the
market value of the related Mortgaged Property to the outstanding
principal balance of such Mortgage Loan).
10. The ground lease does not impose any restrictions on
subletting that would be viewed as commercially unreasonable by a prudent
commercial and multifamily mortgage lending institution.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
III-2
SCHEDULE III
EXCEPTIONS TO GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
EXCEPTIONS TO REPRESENTATION (3)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Ala Moana Portfolio Loan Combination is evidenced by
multiple pari passu notes and multiple subordinate companion
notes, which notes are all secured by the same mortgage
instrument encumbering the Ala Moana Portfolio Mortgage Loan.
Only two of the pari passu notes are included in the Series
2007-CD4 securitization transaction. The pari passu notes are
pro rata and are senior to the multiple subordinate companion
notes which subordinated companion notes are pari passu and pro
rata with each other.
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (5)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
0000 XXXXXXXXX XXXXX The Mortgage Loan is structured as an indemnity deed of trust
SILVER SPRING METRO CENTER II ("IDOT"), under which the guarantor of the Mortgage Note
related to the IDOT owns the related Mortgaged Property and
thus has an interest in the lease payments.
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (8)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Mortgaged Property secures the related Mortgage Loan and
also secures the Ala Moana Portfolio Pari Passu Non-Trust
Mortgage Loans and the Ala Moana Portfolio Subordinate
Non-Trust Mortgage Loans (which are not included in the CD4
trust fund).
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (13)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Mortgagor is required to obtain terrorism insurance to the
extent commercially available and at commercially reasonable
prices.
-----------------------------------------------------------------------------------------------------------
III-1
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
QUEBEC SQUARE The Mortgagor is not required to pay premiums for terrorism
coverage in excess of 150% of the cost of premiums for all risk
or similar coverages without coverage for acts of terrorism.
-----------------------------------------------------------------------------------------------------------
0000 XXXXXXXXX XXXXX The Mortgagor will only be required to obtain terrorism
insurance to the extent such insurance is available on a
commercially reasonably basis if the Terrorism Risk Insurance
Act ("TRIA") is not renewed or a similar statute is not enacted
to replace TRIA.
-----------------------------------------------------------------------------------------------------------
STONEBRIDGE SHOPS Terrorism insurance is capped at the greater of 150% of the
00000 XXXXX XXXXXX XXXXXXXXX aggregate insurance premiums payable with respect to such
terrorism insurance on a stand alone basis and 150% of the
aggregate insurance premiums payable with respect to such
terrorism coverage required under the Mortgage Loan documents
(either as stand alone coverage or allocated under an all risk
policy) for the immediately prior year.
-----------------------------------------------------------------------------------------------------------
NUGGET MARKET DISTRIBUTION CENTER The mortgagee requires $1,000,000 in excess flood insurance
(i.e. above the National Flood Insurance Policy maintained by
the Mortgagor), however, on the date of origination, the
Mortgagor did not maintain such excess coverage. The guarantors
are personally liable for the costs of restoration in the event
of a flood, provided, however, the guarantors' maximum
liability shall be an amount equal to the difference between
the amount of insurance required by the mortgagee ($1,000,000)
and the amount actually maintained by the Mortgagor (on the
date of origination, the Mortgagor's maximum liability was
$1,000,000).
-----------------------------------------------------------------------------------------------------------
WALGREENS - LAKE OSWEGO Walgreens Co. currently self-insures the Mortgaged Property.
WALGREENS - FORTH WORTH Walgreens Co. currently carries terrorism insurance but is not
required under the lease to maintain terrorism insurance.
-----------------------------------------------------------------------------------------------------------
RITE AID - SPRING LAKE Rite Aid of Michigan, Inc. currently self-insures the Mortgaged
RITE AID - COLOMA Properties.
-----------------------------------------------------------------------------------------------------------
III-2
EXCEPTIONS TO REPRESENTATION (17)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Ala Moana Portfolio Loan Combination is evidenced by
multiple pari passu notes and multiple subordinate companion
notes, which notes are all secured by the same mortgage
instrument encumbering the Ala Moana Portfolio Mortgage Loan.
Only two of the pari passu notes are included in the Series
2007-CD4 securitization transaction. The pari passu notes are
pro rata and are senior to the multiple subordinate companion
notes which subordinated companion notes are pari passu and pro
rata with each other.
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (23)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA Sponsors of the Mortgagor are permitted to pledge indirect
interests in the Mortgagor in connection with a line of credit
or similar corporate facility secured by all, or substantially
all, of such sponsor's assets.
-----------------------------------------------------------------------------------------------------------
III-3
EXCEPTIONS TO REPRESENTATION (26)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Mortgage Loan documents provide for the release of any one
or more Mortgaged Properties upon a sale of such Mortgaged
Property to a bona fide third party purchaser, subject to the
satisfaction of certain conditions, including among others,
that (i) no event of default has occurred and is continuing,
(ii) Mortgagor delivers to lender evidence which would be
satisfactory to a prudent lender acting reasonably that (A) the
parcel to be released (the "Release Parcel") has been legally
subdivided from the remainder of the Mortgaged Property; (B)
after giving effect to such release, each of the Release Parcel
and the balance of the Mortgaged Property conforms to and is in
compliance in all material respects with applicable legal
requirements and constitutes a separate tax lot and (C) the
Release Parcel is not necessary for the Mortgaged Property to
comply with any zoning, building, land use or parking or other
legal requirements applicable to the Mortgaged Property or for
the then current use of the Mortgaged Property; (iii) in the
event that the release would reasonably be expected to
materially adversely affect lender's rights under the title
insurance policy as to any portion of the Mortgaged Property
other than as to the Release Parcel, Mortgagor shall deliver to
lender an endorsement to the title insurance policy insuring
the Mortgage (A) extending the effective date of the policy to
the effective date of the release; (B) confirming no change in
the priority of the Mortgage on the balance of the property
(exclusive of the Release Parcel) or in the amount of the
insurance or the coverage of the property (exclusive of the
Release Parcel) under the policy; and (C) insuring the rights
and benefits under any new or amended reciprocal easement
agreement; (iv) prior to the date of the release, Borrower
delivers to Lender approvals to the release executed by any
entities other than Lender holding Liens encumbering the
property or holding any other interest in the property that
would be affected by the release, if required; (v) Borrower has
complied with any requirements applicable to the release in the
leases, reciprocal easement agreements, operating agreements,
parking agreements or other similar agreements affecting the
property and the release does not violate any of the provisions
of such documents in any respect that would result in a
termination (or give any other party thereto the right to
terminate), extinguishment or other loss of material rights of
Borrower or in a material increase in Borrower's obligations
under such documents and, to the extent necessary to comply
with such documents, the transferee of the Release Parcel has
assumed Borrower's obligations, if any, relating to the Release
Parcel under such documents; (vi) Borrower delivers to Lender
any other information, approvals and documents which would be
required by a prudent lender acting reasonably relating to the
release; (viii) ingress to and egress from all portions of the
property remaining after the release shall be satisfactory to
the Lender; (ix) the Release Parcel shall be vacant, non-income
producing and unimproved; and (x) in the event of a
securitization, the Rating Agencies shall have confirmed that
the release will not result in a downgrade, withdrawal or
qualification of the then current rating assigned to any class
of Securities by the Rating Agencies and Mortgagor shall
deliver an opinion of counsel opining on matters related to
REMIC issues.
The Mortgagor may obtain a release of the lien from one or more
portions of Mortgaged Property by substituting another property
of like use, value and condition in the same shopping mall as
the portion of the Mortgaged Property to be released, subject
to satisfaction of the following conditions, among others: (a)
no Event of Default shall exist at the time; (ii) the parcel to
be released shall be vacant, non-income producing and
unimproved; (iii) the Mortgagor shall acquire fee simple title
to the Mortgaged Property to be substituted; (iv) the Mortgagor
shall provided lender with certain Mortgage Loan documents,
environmental reports, property condition reports and physical
condition reports as set forth in the Mortgage Loan documents;
(v) the Mortgagor shall provide an endorsement to the existing
title policy insuring the lien over the substituted Mortgaged
Property; and (vi) the released parcel and the substituted
parcel shall be separate tax lots.
-----------------------------------------------------------------------------------------------------------
III-4
EXCEPTIONS TO REPRESENTATION (29)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ARBORSTONE APARTMENTS All initial tenants in common shall transfer their interests in
the Mortgaged Property into either (i) one new entity (the
"Entity") reviewed and approved by the mortgagee or (ii) nine
separate entities (the "Separate SPE Entities"), reviewed and
approved by the mortgagee, on or prior to January 15, 2008.
Each tenant in common shall have the same percentage ownership
in the Entity or Separate SPE Entities, as applicable, as it
currently holds in the Mortgaged Property itself.
-----------------------------------------------------------------------------------------------------------
STONEBRIDGE SHOPS The Mortgagor is not required to be a special purpose entity.
XXXXXXX PLACE
-----------------------------------------------------------------------------------------------------------
VILLAGE CREEK APARTMENTS The tenant in common Mortgagor is comprised of one special
purpose entity and two individuals.
-----------------------------------------------------------------------------------------------------------
NEWPORT ADHESIVES BUILDING The tenant in common Mortgagor is comprised of two revocable
trusts that are not required to be special purpose entities.
-----------------------------------------------------------------------------------------------------------
MARYLAND MANOR The tenant in common Mortgagor is comprised of a general
partnership which has individual general partners and a limited
liability company which owns other property.
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (31)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
NNN LAKE CENTER V There is a pending SEC Investigation against the principal of
NNN DEPT. OF CHILDREN AND FAMILIES Mortgagor. The investigation does not include the Mortgaged
NNN SOUTHPOINTE MEDICAL OFFICE Property. A guaranty was executed for the Mortgage Loan by such
NNN CRAWFORDSVILLE MEDICAL OFFICE principal to indemnify the holder of the Mortgage Loan from any
losses resulting from such investigation.
-----------------------------------------------------------------------------------------------------------
III-5
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
BANCO POPULAR The predecessor of the Mortgagor's seller was Rush Presbyterian
Hospital ("Rush-Pres"). The chain of title for the Mortgaged
Property reflects $12 million judgment liens against Rush-Pres,
recorded in 2002. There have been no further docket entries
indicating satisfaction of the judgment or further appeal since
2002. The title company obtained an indemnity from Rush-Pres in
2002, and therefore agreed to provide affirmative coverage for
the Mortgagor and the mortgagee against the lien. The
non-recourse carveouts for Mortgagor and guarantors were
modified to provide an indemnity for any loss or damage arising
out of or related to any settlement entered into by or on
behalf of Mortgagor without notice to and express written
consent of mortgagee, relating to or arising out of the
judgment liens recorded against the Mortgaged Property.
-----------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (39)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
ALA MOANA The Mortgage Loan documents provide for recourse liability to
the Mortgagor and/or other guarantors or indemnitors other than
the Mortgagor for matters and/or under circumstances which are
in addition to those items specified in representation number
39.
-----------------------------------------------------------------------------------------------------------
HERITAGE PORTFOLIO The Mortgage Loan documents provide that the principal of the
Mortgagor will be liable for fraud and/or other intentional
material misrepresentation.
-----------------------------------------------------------------------------------------------------------
III-6
III-7
SCHEDULE IV
EXCEPTIONS TO GROUND LEASE REPRESENTATIONS AND WARRANTIES
EXCEPTIONS TO REPRESENTATION (8)
-----------------------------------------------------------------------------------------------------------
LOANS EXCEPTIONS
-----------------------------------------------------------------------------------------------------------
XXXXXXX PORTFOLIO The Ground Leases on the Westridge Community Center Mortgaged
Property and the Hilton Post Office Mortgaged Property have
original terms that terminate within 20 years of the Stated
Maturity Date.
-----------------------------------------------------------------------------------------------------------
IV-1
ANNEX A
MORTGAGE LOAN SCHEDULE
A-1
LOAN
LOAN MORTGAGE GROUP
NUMBER LOAN SELLER NUMBER LOAN / PROPERTY NAME
---------------------------------------------------------------------------------------------
2 LaSalle 1 Ala Moana Portfolio
2.1 1 Ala Moana Center
2.2 1 Ala Moana Building
2.3 1 Ala Moana Pacific Center
2.4 1 Ala Moana Plaza
---------------------------------------------------------------------------------------------
4 LaSalle 0 Xxxxxxx Xxxx
0 XxXxxxx 0 Xxxxxxxxx Xxxxxxxx Mall
---------------------------------------------------------------------------------------------
19 LaSalle 1 Heritage Industrial Portfolio
19.1 1 Heritage Industrial Portfolio - 1001 Air Park Drive
19.2 1 Heritage Industrial Portfolio - 1011 Air Park Drive
19.3 1 Heritage Industrial Portfolio - 00 Xxxxxxxxx Xxxxxxxxxx Xxxx
19.4 1 Heritage Industrial Portfolio - 00 Xxxxxxxxx Xxxxxxxxxx Xxxx
19.5 1 Heritage Industrial Portfolio - 0 Xxxxxx Xxxxxx
19.6 1 Heritage Industrial Portfolio - 0 Xxxxxx Xxxxxx
19.7 1 Heritage Industrial Portfolio - 0 Xxxxxx Xxxxxx
19.8 1 Heritage Industrial Portfolio - 0 Xxxxxxxxx Xxxxxxxxxx Xxxx
19.9 1 Heritage Industrial Portfolio - 0000 Xxxxxxxx Xxxxxxxxx
19.10 1 Heritage Industrial Portfolio - 00000 Xxxxxx Xxxxx
19.11 1 Heritage Industrial Portfolio - 2294 Xxxxx Xxxxxxx Highway
19.12 1 Heritage Industrial Portfolio - 0000 Xxxx Xxxx Xxxx
---------------------------------------------------------------------------------------------
20 LaSalle 1 Silver Spring Metro Center II
39 LaSalle 1 Hilton Hotel/Homewood Suites
49 LaSalle 1 3601 CCI Drive
50 LaSalle 0 Xxxxxx Xxxxxx
56 LaSalle 1 Mesa Spirit Park Model & RV Resort
66 LaSalle 2 Xxxxx Xxxxx Xxxxxxxxxx
00 XxXxxxx 0 Xxxx Xxxxxx V
00 XxXxxxx 0 Xxxxxxx Xxxxxx - Xxxxxxxxx 0,0,0,0
---------------------------------------------------------------------------------------------
84 LaSalle 1 XXXX -Portfolio
84.1 1 Industrial Village
84.2 0 Xxxxx Xxxx
84.3 1 University CC
---------------------------------------------------------------------------------------------
89 LaSalle 1 Xxxxxxx Portfolio
89.1 1 Xxxxxxx Construction
89.2 1 000 Xxxxxx Xxxxxxx Xxxxxxx
89.3 1 Xxxxxxx Leasing
89.4 1 000 Xxxxxx Xxxxxxx Xxxxxxx
89.5 1 000 Xxxxxx Xxxxxxx Xxxxxxx
89.6 1 Swiftlift
89.7 1 Tariff Affiliates
89.8 1 Surmotech
89.9 1 0000 Xxxx Xxxxxx Fishers
89.10 1 Westridge Community Center
89.11 1 Hilton Post Office
---------------------------------------------------------------------------------------------
00 XxXxxxx 0 Xxx Xxxxxx Rotary Senior Housing
97 XxXxxxx 0 0000 Xxxxxxxx
---------------------------------------------------------------------------------------------
104 LaSalle 2 Morgantown Multifamily Portfolio
104.1 0 Xxxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx - Xxxxxxxxxxx Xxxxx
104.2 0 Xxxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx - Xxxxxxxxx Xxxx
104.3 0 Xxxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx - Xxxxxxxxx Xxxx
104.4 2 Morgantown Multifamily Portfolio - Grapevine Village
---------------------------------------------------------------------------------------------
105 LaSalle 0 Xxxxxxx XX Xxxxxx Xxxxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxxxx/Xxxxxxxx Xxxx
112 LaSalle 2 Xxxxxx Xxxxx - Clover Village
113 LaSalle 1 Department of Children and Families
000 XxXxxxx 0 Xxxxxxxxx Xxxxx
116 LaSalle 0 X&X Xxxxxxxxxxx
000 XxXxxxx 1 0000 Xxxxxxxxx Xxxxx
---------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxx Xxxxx Xxxxxxx
120 LaSalle 1 Rosemont Village Retail Center
---------------------------------------------------------------------------------------------
127 LaSalle 1 Xxxx Properties Portfolio
127.1 1 435 Washington Building
127.2 1 Magnolia Crossing
127.3 1 Pecan Ridge Center
127.4 0 Xxxxxxxxxxxxx Xxxxx
127.5 1 Magnolia on Main
127.6 1 Auto Body America-Northstar
127.7 1 Xxxxxx Oaks
127.8 1 Auto Radio - 7300 Airways
127.9 1 Auto Body America - Xxxxxxx
---------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxxxxx Xxxxx I & II
130 LaSalle 1 Southpointe Medical Office
131 LaSalle 2 Overlook Apartments
000 XxXxxxx 0 Xxxxxxx Xxx & Xxxxxx - XxXxxxxxx
144 LaSalle 2 Villa Tree
145 LaSalle 2 Arborstone Apartments
146 LaSalle 0 Xxxxxxxxx Xxxxx Apartments
147 LaSalle 1 La Jolla and Nautilus
---------------------------------------------------------------------------------------------
154 LaSalle 1 Another Closet Portfolio
154.1 1 Another Closet - McAllen
154.2 1 Another Closet -Sharyland
154.3 1 Another Closet - Mission
---------------------------------------------------------------------------------------------
157 LaSalle 1 Federal Bakers Facility
000 XxXxxxx 1 0000 Xxxxxxx Xxxxx
160 LaSalle 0 Xxxxx Xxxxx Xxxxxx Office Building
---------------------------------------------------------------------------------------------
162 LaSalle 1 Bi-Lo Stores
162.1 1 K-Mart Plaza
162.2 1 Franklin
---------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxxxx Xxxx
170 LaSalle 2 White Bluff - Clover Village
178 LaSalle 1 Downtown Oxford Inn and Suites
183 LaSalle 2 Lackawanna Senior Housing
187 LaSalle 1 Stonebridge Shops
189 LaSalle 1 Nugget Market Distribution Center
190 LaSalle 1 Corporate West 1
192 LaSalle 1 11058 Santa Xxxxxx Boulevard
194 LaSalle 2 Ramp Creek
195 LaSalle 1 Courtyard by Marriott - Tupelo, MS
203 LaSalle 1 Parkway Crossing Shopping Center
204 LaSalle 1 Holiday Inn Express - Memphis, TN
000 XxXxxxx 0 Xxxxxxxx'x- Xxxx Xxxxxx
211 LaSalle 1 Blackhawk RV Resort
---------------------------------------------------------------------------------------------
212 LaSalle 1 AAAA Self Storage Portfolio
212.1 1 AAAA Self Storage - Lawrenceville, GA
212.2 1 AAAA Self Storage - Buford, GA
---------------------------------------------------------------------------------------------
214 LaSalle 1 Sabre Springs Marketplace
217 LaSalle 1 The Bookbindery Building
218 LaSalle 0 Xxxxx Xxxxxx Xxxxx & Xxxxx
000 XxXxxxx 1 Xxxxxxx Square
228 LaSalle 1 Outback Storage
000 XxXxxxx 0 Xxxxxxx Xxx - Xxxxx Xxxx, Xx
231 LaSalle 0 Xxxxx Xxxx 00 Xxxxxxxx
000 XxXxxxx 0 Xxxx Xxxxxxx Xxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxx Xxxxxx Xxxxxxxxxx
000 XxXxxxx 1 Crawfordsville Medical Center
239 LaSalle 1 0000 Xxxxxxxx Xxxxxx
242 LaSalle 0 Xxx Xxxxxx Xxxxxxxxxx
000 XxXxxxx 0 Xxxxxxx Xxxxx
000 XxXxxxx 1 Landmark Oaks
253 LaSalle 2 Hickory Hills Manor
254 LaSalle 1 PNC Bank Building
256 LaSalle 1 Xxxxxx Xxxxxxxxx Office Building
257 LaSalle 1 Walgreens - Fort Worth
258 LaSalle 1 LSAC Memphis Office
259 LaSalle 1 Canalview Xxxxxx
000 XxXxxxx 0 Xxxxxxxxxx Xxxxx XXX
000 XxXxxxx 0 Xxxx Xxxx Self Storage
263 LaSalle 1 Aero Pointe Medical Office
264 LaSalle 2 Village Creek Apartments
267 LaSalle 1 Eagle Two Business Center
---------------------------------------------------------------------------------------------
270 LaSalle 1 CVS Portfolio
270.1 1 CVS - Summerville
270.2 1 CVS Clearwater
---------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxxx Xxxx Self Storage
272 LaSalle 1 Sleep Inn - Orangeburg
000 XxXxxxx 0 Xxxx Xxxxx Office Building
276 LaSalle 1 La Cima
277 LaSalle 0 Xxxxxxx Xxxxx Apartments
278 LaSalle 2 Woodland South Apartments
280 LaSalle 1 Fairfield Inn - Orangeburg
281 LaSalle 2 Xxxxxx & Heritage MHCs
283 LaSalle 0 Xxxxx Xxxxxxx Xxxxx Xxxx
285 LaSalle 0 Xxxxxxx Xxxxxx
000 XxXxxxx 1 Main and Lindsay
289 XxXxxxx 0 Xxxxxxxxx Xxxx Industrial
291 LaSalle 1 Navistar
000 XxXxxxx 0 Xxxxxx Xxxxx MHC
294 LaSalle 1 OliverMcMillan Eagles Hall
297 LaSalle 2 Town & Country Apartments
298 LaSalle 1 4120 - 4400 Building
300 LaSalle 1 Jefferson Centre
302 LaSalle 1 Shoppes at Pembroke
304 LaSalle 1 ARINC Building
305 LaSalle 1 Stoneridge Professional Building
306 LaSalle 0 Xxxxxx Xxxxx Xxxxx
307 LaSalle 0 Xxxxx Xxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxxx
309 LaSalle 1 Tractor Supply Center
310 LaSalle 1 Newport Adhesives Building
312 LaSalle 1 Advanced Electronic Systems
313 LaSalle 1 Santa Fe Springs
314 LaSalle 1 Mini Maxi Storage
315 LaSalle 1 Shops at Sunset
316 LaSalle 1 Appalachian Self Storage
317 LaSalle 1 Banco Popular
318 XxXxxxx 0 Xxxxxx Xxxx Retail
000 XxXxxxx 0 Xxxxxxxx Xxxx IV
322 LaSalle 1 C&H Storage
000 XxXxxxx 0 Xxxxxx Xxxxxxxxx Storage
326 LaSalle 1 Xxxxx Plaza Shopping Center
000 XxXxxxx 0 Xxxxxxx Xxxxxx
328 LaSalle 1 Port Xxxxxxx
331 LaSalle 2 Amber Apartments
332 LaSalle 0 Xxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxxx Xxxx Apartments
334 LaSalle 1 Lowes Home Improvement Store
335 LaSalle 1 Phenix Shopping Center
000 XxXxxxx 0 Xxx Xxxxxxxxx Shopping Center
337 LaSalle 1 0000 Xxxxxxx Xxxxxx
338 LaSalle 1 Battleground Crossing
339 LaSalle 0 Xxxxx Xxxx Retail
340 LaSalle 1 Midvale - Valencia Self Storage
341 LaSalle 1 Placentia III
000 XxXxxxx 0 Xxxxxx Xxxxx
346 LaSalle 2 Belle Grove MHP
347 LaSalle 2 Blue Sky MHP
348 LaSalle 1 Rite Aid - Spring Lake, MI
350 LaSalle 1 86th & Westfield Boulevard
351 LaSalle 1 Shops of Sedona
352 LaSalle 1 Rite Aid - Coloma, MI
354 LaSalle 1 Placentia II
355 LaSalle 1 Airport Mini Storage
356 LaSalle 1 Shoppes at Five Points
357 LaSalle 0 Xxxxxxxxx Xxxx Xxxxxx
000 XxXxxxx 1 Xxxxx Properties
360 LaSalle 1 Abercorn Lock N Store
361 LaSalle 2 Fountain Spring Apartments
362 LaSalle 1 0000 Xxxxx Xxxx
363 LaSalle 1 Storage West Self Storage
364 LaSalle 2 Springdale Apartments
365 LaSalle 1 Shoppes at Xxxxx Bridge
368 LaSalle 1 Placentia I
---------------------------------------------------------------------------------------------
369 LaSalle 1 The Storage Malls
369.1 0 Xxx Xxxxxxx Xxxx - Xxxxxxx Xxxxxxx
369.2 1 The Storage Mall - Manchester
---------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxxxxx Xxxx Plaza
371 LaSalle 1 VE - Advance Auto Parts
372 LaSalle 1 0000 Xxxxxxxx Xxxxxx
373 LaSalle 1 Big Blue Self Storage
374 LaSalle 2 Continental Apartments
375 LaSalle 1 Cape Xxxxx Shoppes
376 LaSalle 1 Georgetown Self Storage
377 LaSalle 1 13850 Gulf Freeway
378 LaSalle 1 Advance Auto Parts Store
380 LaSalle 1 Alpine Self Storage
LOAN
NUMBER PROPERTY ADDRESS CITY
-----------------------------------------------------------------------------------------------------------------------------
2 Various Honolulu
2.1 0000 Xxx Xxxxx Xxxxxxxxx Xxxxxxxx
2.2 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx
2.3 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx
2.4 000 Xxxxxx Xxxxxx Xxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
4 000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx
5 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
19 Various Various
19.1 0000 Xxx Xxxx Xxxxx Xxxxxxxxxx
19.2 0000 Xxx Xxxx Xxxxx Xxxxxxxxxx
19.3 00 Xxxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx
19.4 00 Xxxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx
19.5 0 Xxxxxx Xxxxxx Xxxxx
19.6 0 Xxxxxx Xxxxxx Xxxxx
19.7 0 Xxxxxx Xxxxxx Xxxxx
19.8 0 Xxxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx
19.9 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
19.10 00000 Xxxxxx Xxxxx Xxxxxxxxxx
19.11 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxxx
19.12 0000 Xxxx Xxxx Xxxx Zanesville
-----------------------------------------------------------------------------------------------------------------------------
20 0000 Xxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx
39 0000 Xxxx Xxxxxx Xxxxxxxxxxxx
49 0000 XXX Xxxxx Xxxxxxxxxx
50 0000 Xxxx 00xx Xxxxxx Xxxxxx
56 0000 Xxxx Xxxx Xxxxxx Xxxx
66 0000 Xxxxxxx Xxxxx Xxxxxxxx
71 00 Xxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx
83 000 Xxxxxxxxx Xxxx Xxxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
84 Various Various
84.1 7906 - 0000 Xxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx
84.2 500,502,504,506 Radar Road Greensboro
84.3 7990, 0000 Xxxxx Xxxxx Xxxx; 4305, 4310, 0000 Xxxxxxxxxx Xxxxx; 4410, 0000 Xxxxxxxxxx Xxxx Xxxxxxx-Salem
-----------------------------------------------------------------------------------------------------------------------------
89 Various Various
89.1 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.2 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.3 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.4 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.5 000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.6 000 Xxxxxxxx Xxxx Xxxxxx
89.7 00 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
89.8 0000 Xxxxxxx Xxxxx Xxxxxx
89.9 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxx
89.10 000 Xxxxxx Xxxx & 000 Xxxxxxxxxx Xxxx Xxxxxx
89.11 00 Xxxxx Xxxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------------------------------
91 000 Xxxxxxxx Xxxx Xxx Xxxxxx
97 0000 XX 00 Xxxxxx Doral
-----------------------------------------------------------------------------------------------------------------------------
104 Various Morgantown
104.1 0000 Xxxxx Xxxxxx Xxxxxxxxxx
104.2 000 Xxxxxx Xxxxxx Xxxxxxxxxx
104.3 000 Xxxxxx Xxxxxx Xxxxxxxxxx
104.4 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
105 2200 Defense Xxxxxxx Xxxxxxx
000 0000 Xxxxxxxxxxx Xxxx & 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxxx
112 00000 Xxxxx Xxxxx Xxxx Savannah
113 311 & 000-000 Xxxxx Xxxxx Xxxx 7 Plantation
115 000 Xxxxx Xxxxxx Xxxxx Xxxxx
116 30451-30465 Xxxxxxx Xx Xxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx
000 8751 Freestate Drive Laurel
-----------------------------------------------------------------------------------------------------------------------------
119 0000 Xxxxxx Xxxx Xxxx Xxxxxxx
000 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
127 Various Various
127.1 000 Xxxxxxxxxx Xxxx Collierville
127.2 000 Xxxxx Xxxxx Xxxxxxxx Xxxx Collierville
127.3 000 Xxxxx Xxxxxxxx Xxxx Collierville
127.4 000 X.X. Xxxxxxx 72 Collierville
127.5 153, 155, & 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxxxx
127.6 00 Xxxxxxxxx Xxxxx Xxxxxxx
127.7 000 X.X. Xxxxxxx 00 Xxxxxxxxxxxx
127.8 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx
127.9 0000 Xxxxxxx Xxxx Xxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
129 0000 Xxxx Xxxx Xxxx Xxxxxx
130 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxxxx
131 0000 Xxxxx 00xx Xxxx Xxxxxx Xxxxx
136 0000 Xxxxx Xxxxxxx Xxxx XxXxxxxxx
144 1750 South Price Road Tempe
145 0000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxxxx
000 0000 Xxxxxxxxx Xxxxx Xxxxxxxx
147 0000-0000 Xx Xxxxx Xxxxxxxxx & 000 Xxxxxxxx Xxxxxx Xx Jolla
-----------------------------------------------------------------------------------------------------------------------------
154 Various Various
154.1 0000 Xxxxxxxxxx Xxxxx McAllen
154.2 000 Xxxxx Xxxxx Xxxx Xxxxxxx
154.3 0000 Xxxx Xxxxxxx Xxxxxxx Mission
-----------------------------------------------------------------------------------------------------------------------------
157 45201 Global Plaza Sterling
159 1315 Century Drive Louisville
160 000 Xxxxx Xxxxx Xxxxx Xxxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
162 Various Various
162.1 0 X-Xxxx Xxxxx Xxxxxxxxxx
162.2 000 Xxxxx Xxxxx Xxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
169 000-000 Xxxx Xxxxxx Xxxx Xxxxxxxxx
170 00000 Xxxxx Xxxxx Xx Savannah
178 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx
183 000 Xxxxxxx Xxxxx Xxxxxxxxxx
000 0000-0000 Xxxx Xxxxxxxx Xxxxxx Mesa
189 0000-0000 Xxxxxx Xxx Woodland
190 4300 Commerce Court Lisle
192 00000 Xxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxxxx
194 0000 Xxxxxxxxx Xxxxx Heath
195 0000 Xxxxx Xxxxxxx Xxxxxx Tupelo
203 810 North Central Expressway Plano
204 4068 Xxxxxxxx Court Memphis
209 17850 South West Lower Boones Ferry Road Lake Oswego
211 0000 Xxxxxxxxx Xxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------------------------------
212 Various Various
212.1 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxx
212.2 0000 Xxxxxxxx Xxxxx Buford
-----------------------------------------------------------------------------------------------------------------------------
214 12602 - 12640 Sabre Springs Parkway San Diego
217 2201 West Broad Street Richmond
218 15580 Grand Xxxxx Xxxxxx & 00000 Xxxxxxxxxx Xxxxxxx
220 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx
000 0000 Xxxx Xxxxxxx 000 Xxxxxx City
230 0000 Xxxxx Xxxxxxxx Xxxx Plant City
231 0000 Xxxx 00xx Xxxxx Westwood
233 000-000 Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx
236 2 Bridge Square Anoka
238 0000-0000 Xxxxxxxxx Xxxx Crawfordsville
239 0000 Xxxxxxxx Xxxxxx Duluth
242 0000 Xxxxxx Xxxxx Xxxxxx City
244 00 Xxxxxxx Xxxxx Xxxxxx Xxxxxx
249 14875 Landmark Boulevard Dallas
253 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx
254 7818 Sudley Road Manassas
256 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxxx
257 0000 XxXxxx Xxxxxx Xxxx Xxxxx
000 104 - 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx
259 000 Xxxxxxxxx Xxxxxxxxx Brighton
260 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx
262 0000 Xxxx Xxxxxxxx Xxxxxx Greensboro
263 0000 Xxxxxxxx-Xxxxxxx Xxxx Xxxxxxxxxx
264 000-000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx
000 00000 and 00000 Xxxxxxxx Xxxxx Brighton
-----------------------------------------------------------------------------------------------------------------------------
270 Various Various
270.1 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxxx
270.2 00 Xxxxxxxxx Xxxx Xxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------------------------------
271 0000 XxXxxx Xxxx Xxxxx Xxxx
272 3689 Xx. Xxxxxxxx Xxxx Xxxxxxxxxx
000 X00 X00000 Xxxxx Xxxxx Xxxxx Xxxxxxxx
276 000 Xxxx Xxxxxx Xxxxxxxxxxxx
277 000 Xxxxxxx Xxxxxx Perry
278 00 Xxxxxxxx Xxxx Xxxx Xxxxxxxxx
280 000 Xxxxxxx Xxxx Xxxxxxxxxx
281 000 Xxxxx Xxxx and 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx
283 0000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx
285 0000 Xxxxxxxx Xxxxxxx Athens
287 2735 - 0000 Xxxx Xxxx Xxxxxx Xxxx
289 000-000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx
291 575 Saint Xxxx Boulevard Xxxxx Stream
292 0000 Xxxxxxxxx Xxxxx Xxxxxxx
294 000 Xxxxxx Xxxxxx Xxx Xxxxx
297 000 Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx
298 0000 0xx Xxxxxx Xxxxx Xxxxxxx
300 0000-0000 Xxxx Xxxxxxxxx Xxxxxxxxx Xxxx Xxxxx
302 000 Xxxxxxx 000 Xxxxxxxx
304 0000 Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxx
305 51675-51745 Xxx Xxxx Avenue Shelby Township
306 00 Xxxxxx Xxxxxx Xxxx Xxxxxx
307 3210 - 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx
308 0000 Xxxxxxxx Xxx Xxxxxxxxx
000 000 XX 24/27 Bypass Albemarle
310 0000 Xxxxxxxx Xxxxxx Xxxxxx
312 0000 Xxxx Xxxxx Xxx Xxxxx
313 00000 Xxxxxxx Xxxxxxxxx Xxxxx Xx Xxxxxxx
314 0000 Xxxxxx Xxxx Xxxxxxxxxxxx
000 X00 X00000 Xxxx Xxxxxx Xxxxx Waukesha
316 0 Xxxxx Xxxxx Xxxxxx-Xxxxx
317 0000 Xxxx 00xx Xxxxxx Xxxxxxx
318 0000 Xxxxxx Xxxx Xxxxxxxxxx
321 0000-0000 Xxxxx Xxxxxxxx Xxxx Columbus
322 0000 Xxxx Xxxxxxx 000 Xxxxxxxx Xxxx
324 10010 Xxxxxxx 00 Xxxx Xxxxxx Xxxx
326 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
327 000-000 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx
328 0000 Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx
331 0000 Xxxx Xxxxx Xxxxx Xxxxxx Lansing
332 0000-0000 Xxxxxxx Xxxxxx San Diego
333 300, 304, 308, 520, 524, and 000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxx
334 0000 Xxxxxxxxxx Xxxxxxx Banner Elk
335 0000-0000 Xxxxxxx 000 Xxxxxx Xxxxxx Xxxx
336 0000 Xxxxxxx 00 X Xxxxx Xxxx
337 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx
338 0 Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxx
339 0000-0000 Xxxxx Xxxx Xxx Xxxx
340 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx
341 000-000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx
344 1647 Sun City Center Plaza Sun City Center
346 624 U.S. Xxxxxxx 000 Xxxxxxxxx Xxxx Xxxxxxxxx
000 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx
348 000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx
350 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx
351 14000-14030 West 135th Street Olathe
352 0000 Xxx Xxx Xxxxxx Xxxxxx
000 000-000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx
355 0000 Xxxxxx Xxxx Calera
356 100 & 000 Xxxxxxxxxx Xxxx Simpsonville
357 000 Xxxx Xxxxxx Xxxxxxxxx
359 1001 & 0000 00xx Xxxxxx Xxxxxx Xxxx
000 00000 Abercorn Extension & 0000 Xxxxx Xxxxx Xxxx Savannah
361 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxx
362 0000 Xxxxx Xxxx Xxxxxx
363 0000 0xx Xxxxxx Xxxxx Xxxxxxxx
000 0000-0000 Magellan Court Ayden
365 11730 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx
000 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
369 Various Various
369.1 0000 Xxxxx 00 Xxxxxxx Xxxxxxx
369.2 0000 Xxxxx 00 Xxxxxxxxxx
-----------------------------------------------------------------------------------------------------------------------------
370 000-000 Xxxxxxxxx Xxxxxx Xxxxxxxx
371 0000 Xxxxxxx Xxxxxxxxx and 000 Xxxxxxx Xxxxxx Miramar
372 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxx
373 000 Xxxx Xxxx Xxxxxxxxx
000 0000 Xxxxxxxxxxx Xxxxxx Tallahassee
375 0000-0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx
376 00000 XxXxxx Xxxxxxxxx Xxxxxxxxxx
377 00000 Xxxx Xxxxxxx Xxxxxxx
378 0000 Xxxxxxxxxxxx Xxxx Xxxxxxxx
380 535 North 000 Xxxx Xxxxxxx Xxxx
XXXXX
COLLATER-
ALIZED
CUT-OFF DATE (MORTGAGE MASTER
LOAN PRINCIPAL LOAN SERVICING ARD LOAN
NUMBER STATE ZIP CODE COUNTY BALANCE GROUP) MORTGAGE RATE FEE RATE (YES/NO)? ARD
---------------------------------------------------------------------------------------------------------------------------------
2 HI 96814 Honolulu 404,000,000.00 No 5.6028% 0.0200% No
2.1 XX 00000 Honolulu
2.2 HI 96814 Honolulu
2.3 HI 96814 Honolulu
2.4 HI 96814 Honolulu
---------------------------------------------------------------------------------------------------------------------------------
4 CO 80909 El Paso 136,000,000.00 Yes (C1) 5.8750% 0.0200% No
5 AR 72703 Washington 125,600,000.00 Yes (C1) 5.8750% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
19 Various Various Various 75,000,000.00 No 5.7600% 0.0300% No
19.1 PA 17057 Dauphin
19.2 PA 00000 Xxxxxxx
00.0 XX 00000 Albany
19.4 NY 00000 Xxxxxx
19.5 NY 00000 Xxxxxx
00.0 XX 00000 Monroe
19.7 NY 00000 Xxxxxx
00.0 XX 00000 Albany
19.9 XX 00000 Onondaga
19.10 OH 00000 Xxxxx
00.00 XX 00000 Franklin
19.12 OH 43701 Muskingum
---------------------------------------------------------------------------------------------------------------------------------
20 MD 20910 Montgomery 65,000,000.00 No 5.3700% 0.0200% Xx
00 XX 00000 Philadelphia 29,945,173.47 No 5.7000% 0.0200% Xx
00 XX 00000 Madison 25,000,000.00 No 5.8600% 0.0700% No
50 CO 80238 Denver 25,000,000.00 No 5.5400% 0.0200% Xx
00 XX 00000 Maricopa 20,400,000.00 No 5.6600% 0.0800% Xx
00 XX 00000 Shelby 17,300,000.00 No 5.6500% 0.0300% No
71 XX 00000 Burlington 16,425,000.00 No 6.1330% 0.0400% Xx
00 XX 00000 Allegheny 14,000,000.00 No 6.5400% 0.1000% No
---------------------------------------------------------------------------------------------------------------------------------
84 NC Various Various 13,800,000.00 No 5.8700% 0.0700% No
84.1 NC 27409 Guilford
84.2 NC 00000 Xxxxxxxx
00.0 XX 00000 Forsyth
---------------------------------------------------------------------------------------------------------------------------------
89 NY Various Various 12,971,201.88 No 5.8500% 0.0200% No
89.1 XX 00000 Ontario
89.2 XX 00000 Ontario
89.3 NY 00000 Xxxxxxx
00.0 XX 00000 Ontario
89.5 XX 00000 Ontario
89.6 NY 00000 Xxxxxxx
00.0 XX 00000 Ontario
89.8 NY 00000 Xxxxxxx
00.0 XX 00000 Ontario
89.10 XX 00000 Monroe
89.11 NY 14468 Monroe
---------------------------------------------------------------------------------------------------------------------------------
91 NJ 08857 Middlesex 12,483,167.16 No 5.8700% 0.0200% Xx
00 XX 00000 Miami-Dade 11,300,000.00 No 5.8800% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
104 WV 26505 Monongalia 10,565,249.82 No 5.4900% 0.0200% No
104.1 WV 26505 Monongalia
104.2 WV 00000 Xxxxxxxxxx
104.3 WV 00000 Xxxxxxxxxx
104.4 WV 00000 Xxxxxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 Xxxx Arundel 10,500,000.00 No 5.6700% 0.0200% No
108 XX 00000 Xxxxxx 10,485,638.14 No 5.7200% 0.0700% No
112 GA 31419 Chatham 10,150,000.00 No 5.8600% 0.0200% No
000 XX 00000 Broward 10,090,000.00 No 6.0930% 0.0200% No
115 CA 91910 San Diego 10,000,000.00 No 5.5300% 0.0200% No
000 XX 00000 Orange 10,000,000.00 No 5.5900% 0.0200% No
117 MD 20723 Xxxxxx 10,000,000.00 No 5.5400% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 Orange 7,000,000.00 Yes (C4) 5.9100% 0.0200% No
000 XX 00000 Orange 3,000,000.00 Yes (C4) 5.8100% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
127 Various Various Various 9,241,530.21 No 6.3100% 0.0200% No
127.1 TN 38017 Shelby
127.2 TN 38017 Shelby
127.3 TN 38017 Shelby
127.4 TN 38017 Shelby
127.5 TN 38017 Shelby
127.6 TN 38305 Madison
127.7 TN 38017 Shelby
127.8 MS 38671 Desoto
127.9 TN 38134 Shelby
---------------------------------------------------------------------------------------------------------------------------------
129 IL 00000 Xxxxxx 9,175,000.00 No 5.6700% 0.0200% Xx
000 XX 00000 Xxxxxx 9,146,000.00 No 6.1130% 0.0200% No
131 OK 74132 Tulsa 9,040,000.00 No 5.8800% 0.0200% Xx
000 XX 00000 Xxxxxxxxx 8,834,279.33 No 6.0000% 0.0200% No
144 AZ 85281 Maricopa 8,400,000.00 No 5.4900% 0.0200% No
145 TX 75236 Dallas 8,400,000.00 No 5.5300% 0.0900% Xx
000 XX 00000 Franklin 8,350,000.00 No 5.8100% 0.0200% No
147 CA 92037 San Diego 8,300,000.00 No 5.8000% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
154 TX Various Xxxxxxx 7,964,303.13 No 5.8300% 0.0200% No
154.1 XX 00000 Xxxxxxx
154.2 TX 00000 Xxxxxxx
154.3 TX 00000 Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 Loudoun 7,700,000.00 No 6.0200% 0.0200% No
159 CO 80027 Boulder 7,682,886.73 No 5.8300% 0.0200% No
160 SC 29492 Berkeley 7,586,320.54 No 5.8600% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
162 Various Various Various 7,560,000.00 No 6.0000% 0.0200% No
162.1 SC 29605 Greenville
162.2 NC 28734 Macon
---------------------------------------------------------------------------------------------------------------------------------
169 IN 46545 St. Xxxxxx 7,000,000.00 No 5.7800% 0.0700% No
170 GA 31406 Chatham 7,000,000.00 No 6.0100% 0.0200% No
178 MS 38655 Lafayette 6,451,281.70 No 6.8500% 0.1000% No
183 NY 14218 Erie 6,100,000.00 No 5.9000% 0.0200% No
187 AZ 85206 Maricopa 6,000,000.00 No 5.7100% 0.0300% No
000 XX 00000 Yolo 5,886,822.68 No 5.8000% 0.0200% Xx
000 XX 00000 Dupage 5,825,000.00 No 5.9300% 0.0200% No
192 CA 90025 Los Angeles 5,650,000.00 No 5.7000% 0.0300% Xx
000 XX 00000 Licking 5,587,735.92 No 5.9200% 0.0200% Xx
000 XX 00000 Xxx 5,490,202.55 No 5.9700% 0.0700% Xx
000 XX 00000 Collin 5,200,000.00 No 5.9400% 0.0700% Xx
000 XX 00000 Shelby 5,186,628.11 No 5.6400% 0.1000% No
209 OR 97035 Clackamas 5,028,944.26 No 5.9100% 0.0200% Xx
000 XX 00000 Rock 5,000,000.00 No 5.9800% 0.0200% No
---------------------------------------------------------------------------------------------------------------------------------
212 GA Various Gwinnett 4,988,959.99 No 5.8700% 0.0600% No
212.1 GA 30045 Gwinnett
212.2 GA 30518 Gwinnett
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 San Diego 4,950,000.00 No 5.5300% 0.0200% Xx
000 XX 00000 Xxxxxxxx Xxxx 4,800,000.00 No 5.7600% 0.1200% Xx
000 XX 00000 Xxxxx 4,789,925.29 No 6.1800% 0.0200% No
220 TX 75228 Dallas 4,685,498.48 No 5.8500% 0.0200% No
000 XX 00000 Bay 4,500,000.00 No 5.7400% 0.0200% No
230 FL 33563 Hillsborough 4,465,823.00 No 5.7500% 0.1000% Xx
000 XX 00000 Xxxxxxx 4,450,000.00 No 5.7700% 0.0200% No
000 XX 00000 Yolo 4,386,059.14 No 5.7100% 0.0200% No
236 MN 55303 Anoka 4,339,993.90 No 5.6200% 0.0200% Xx
000 XX 00000 Montgomery 4,264,000.00 No 6.1230% 0.0200% No
239 GA 30096 Gwinnett 4,260,000.00 No 6.1900% 0.0200% Yes 05/01/14
000 XX 00000 Xxxxxxx 4,237,207.43 No 5.9800% 0.0200% No
244 MA 02459 Middlesex 4,200,000.00 No 5.7200% 0.0200% No
249 TX 75254 Dallas 4,044,568.55 No 5.9100% 0.0200% No
000 XX 00000 Polk 4,000,000.00 No 5.9200% 0.0200% No
254 VA 20109 Prince Xxxxxxx 4,000,000.00 No 5.6350% 0.0800% Xx
000 XX 00000 Xxxxx 3,994,774.62 No 6.1700% 0.0200% Xx
000 XX 00000 Tarrant 3,990,859.07 No 5.6600% 0.0200% Xx
000 XX 00000 Shelby 3,951,000.00 No 5.7100% 0.0700% No
259 NY 14623 Monroe 3,858,155.95 No 6.2740% 0.0200% Xx
000 XX 00000 Genesee 3,791,443.15 No 5.7500% 0.0200% No
262 NC 27405 Guilford 3,691,790.19 No 5.8400% 0.0600% Xx
000 XX 00000 Xxxxxxxx 3,682,657.08 No 5.6300% 0.0200% No
264 NC 28806 Buncombe 3,642,045.58 No 5.9500% 0.0200% Xx
000 XX 00000 Xxxxxxxxxx 3,600,000.00 No 5.6500% 0.0700% No
---------------------------------------------------------------------------------------------------------------------------------
270 SC Various Various 3,488,969.32 No 5.7800% 0.0200% No
270.1 SC 29483 Berkeley
270.2 SC 29842 Aiken
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 Orange 3,488,889.72 No 5.7000% 0.0200% No
272 SC 29118 Orangeburg 3,483,804.41 No 5.7500% 0.1000% Xx
000 XX 00000 Waukesha 3,420,000.00 No 5.7500% 0.0700% No
276 CO 80424 Summit 3,339,613.07 No 5.9000% 0.0200% No
277 GA 31069 Houston 3,320,000.00 No 5.8600% 0.0200% Xx
000 XX 00000 Cumberland 3,300,000.00 No 5.6700% 0.0200% No
280 SC 29118 Orangeburg 3,284,729.86 No 5.7500% 0.1000% No
281 VA 23185 Xxxxx City 3,237,578.54 No 6.2500% 0.1200% No
283 UT 84047 Salt Lake 3,195,717.27 No 5.9300% 0.0200% Xx
000 XX 00000 XxXxxx 3,140,243.92 No 5.8300% 0.0800% No
287 AZ 85213 Maricopa 3,070,000.00 No 5.8400% 0.0700% Xx
000 XX 00000 Will 3,020,000.00 No 6.0400% 0.0200% Xx
000 XX 00000 Dupage 2,993,255.64 No 5.7600% 0.0700% Xx
000 XX 00000 Xxxxxxx 2,993,244.59 No 5.7500% 0.0200% No
294 CA 92101 San Diego 2,990,952.71 No 5.9700% 0.0200% Xx
000 XX 00000 Monroe 2,940,408.75 No 6.0800% 0.0200% No
298 XX 00000 King 2,900,000.00 No 5.8400% 0.0800% Xx
000 XX 00000 Xxxxx 2,846,235.72 No 6.0600% 0.0200% No
000 XX 00000 Xxxxxxx 2,793,746.35 No 5.8000% 0.0200% No
000 XX 00000 Bay 2,713,696.22 No 6.3800% 0.0200% Xx
000 XX 00000 Macomb 2,694,096.64 No 5.9300% 0.0200% No
306 CA 91766 Los Angeles 2,646,420.37 No 5.8400% 0.1200% No
000 XX 00000 Manatee 2,646,416.66 No 5.8300% 0.0200% Xx
000 XX 00000 Xxxxxxxxxx 2,635,000.00 No 5.8500% 0.1000% No
000 XX 00000 Stanly 2,596,579.70 No 6.1000% 0.0200% No
000 XX 00000 Orange 2,574,294.02 No 5.8600% 0.0200% Xx
000 XX 00000 Xxxxx 2,544,387.99 No 5.8900% 0.0200% No
313 CA 90670 Los Angeles 2,500,000.00 No 5.7900% 0.0200% Xx
000 XX 00000 Cumberland 2,494,675.04 No 6.0900% 0.0200% Xx
000 XX 00000 Waukesha 2,445,000.00 No 5.6700% 0.0200% Xx
000 XX 00000 Luzerne 2,394,970.85 No 6.1900% 0.0200% No
317 IL 60632 Xxxx 2,386,859.09 No 6.1100% 0.0200% No
318 SC 29615 Greenville 2,350,000.00 No 6.1900% 0.0200% Xx
000 XX 00000 Franklin 2,300,000.00 No 5.9500% 0.0200% Xx
000 XX 00000 Xxxxxxx 2,300,000.00 No 5.8600% 0.0200% No
324 XX 00000 Lyon 2,295,012.16 No 5.9800% 0.0200% No
000 XX 00000 Xxxxx 2,200,000.00 No 5.7100% 0.0200% No
000 XX 00000 Seminole 2,197,049.59 No 5.9100% 0.0200% No
328 XX 00000 Snohomish 2,197,022.07 No 5.8200% 0.0200% Xx
000 XX 00000 Xxxxxx 2,141,575.54 No 6.1200% 0.0200% No
332 CA 92111 San Diego 2,107,000.00 No 5.7000% 0.0700% No
000 XX 00000 Pitt 2,095,347.99 No 5.8500% 0.0200% No
000 XX 00000 Xxxxx 2,050,000.00 No 5.8800% 0.1000% Xx
000 XX 00000 Xxxxxxx 2,050,000.00 No 6.0000% 0.0500% Xx
000 XX 00000 Xxxx Xxxx 2,018,927.92 No 6.0000% 0.0200% No
337 CA 90069 Los Angeles 2,000,000.00 No 5.7600% 0.0200% No
338 WV 24986 Greenbrier 2,000,000.00 No 5.8000% 0.0200% Xx
000 XX 00000 Xxxxx Xxxxx 2,000,000.00 No 5.7500% 0.0200% No
340 AZ 85746 Pima 2,000,000.00 No 5.6700% 0.0200% No
000 XX 00000 Orange 2,000,000.00 No 5.8800% 0.0700% No
344 FL 33573 Hillsborough 1,945,750.39 No 5.9500% 0.1200% No
000 XX 00000 Manatee 1,920,000.00 No 6.0100% 0.0200% No
347 AZ 85301 Maricopa 1,894,115.38 No 5.8300% 0.1200% No
348 MI 49456 Ottawa 1,884,079.38 No 5.7700% 0.0200% Xx
000 XX 00000 Xxxxxx 1,800,000.00 No 6.1600% 0.0800% Xx
000 XX 00000 Xxxxxxx 1,796,012.56 No 5.8500% 0.0800% Xx
000 XX 00000 Berrien 1,789,376.97 No 5.7700% 0.0200% No
000 XX 00000 Orange 1,650,000.00 No 5.8800% 0.0700% No
355 AL 35040 Shelby 1,646,553.73 No 6.2100% 0.0200% No
356 SC 29681 Greenville 1,646,247.85 No 5.6900% 0.0200% No
357 NY 14604 Monroe 1,600,000.00 No 5.9600% 0.0200% Xx
000 XX 00000 Xxxxxxx 1,540,446.27 No 6.0900% 0.0200% No
360 GA 31419 Chatham 1,518,026.10 No 6.2300% 0.0200% Xx
000 XX 00000 Xxxxxx 1,493,122.21 No 6.2800% 0.0200% Xx
000 XX 00000 Xxxxxx 1,460,000.00 No 5.9700% 0.1200% No
363 CO 80503 Boulder 1,445,498.05 No 5.8900% 0.0200% No
000 XX 00000 Pitt 1,391,537.15 No 6.5100% 0.0200% No
000 XX 00000 Xxxxxx 1,386,682.74 No 5.9900% 0.0800% No
000 XX 00000 Orange 1,275,000.00 No 5.8800% 0.0700% No
---------------------------------------------------------------------------------------------------------------------------------
000 XX Xxxxxxx Xxxxxxx 1,248,401.86 No 6.3900% 0.0200% No
369.1 XX 00000 Ontario
369.2 NY 14504 Ontario
---------------------------------------------------------------------------------------------------------------------------------
000 XX 00000 San Bernardino 1,247,302.48 No 6.0100% 0.0200% No
000 XX 00000 Broward 1,246,349.76 No 6.3400% 0.0200% Xx
000 XX 00000 Jefferson 1,246,134.82 No 5.9200% 0.1450% Xx
000 XX 00000 Herkimer 1,236,366.17 No 6.1200% 0.0200% No
000 XX 00000 Xxxx 1,200,000.00 No 5.9100% 0.1450% Xx
000 XX 00000 Xxxxxxxx Xxxxx Xxxx 1,198,133.18 No 6.2000% 0.0200% Xx
000 XX 00000 Sussex 1,142,375.21 No 5.8600% 0.0200% Xx
000 XX 00000 Xxxxxx 1,110,196.89 No 6.0600% 0.0200% Xx
000 XX 00000 Franklin 1,106,614.14 No 6.0200% 0.0200% No
380 UT 84302 Box Elder 1,097,691.21 No 6.1800% 0.0200% No
INTEREST PERIODIC
RESERVE PAYMENT ON ORIGINAL
MORTGAGE FIRST DUE TERM TO
LOAN ADDITIONAL INTEREST RATE LOAN STATED DATE AFTER MATURITY /
NUMBER AFTER ARD (YES/NO)? LOAN TYPE GRACE PERIOD MATURITY DATE CLOSING ARD (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
2 Yes Interest Only (Note 1) 09/01/11 1,949,134.47 60
2.1
2.2
2.3
2.4
------------------------------------------------------------------------------------------------------------------------------------
4 Yes Interest Only 0 01/01/17 688,027.78 120
5 Yes Interest Only 0 01/01/17 635,413.89 120
------------------------------------------------------------------------------------------------------------------------------------
19 Yes Partial IO/Balloon 5 02/01/17 372,000.00 120
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12
------------------------------------------------------------------------------------------------------------------------------------
20 Yes Interest Only 5 01/01/17 300,570.83 120
39 Yes Balloon 5 02/01/17 187,826.53 120
49 Yes Partial IO/Balloon 5 01/01/17 126,152.78 120
50 Yes Partial IO/Balloon 5 02/01/17 119,263.89 120
56 Yes Partial IO/Balloon 5 01/01/17 99,427.33 120
66 Yes Partial IO/Balloon 5 02/01/16 84,169.31 120
71 Yes Partial IO/Balloon 5 01/01/17 86,743.62 120
83 Yes Partial IO/Balloon 5 07/01/13 78,843.33 84
------------------------------------------------------------------------------------------------------------------------------------
84 Yes Partial IO/Balloon 5 12/01/16 69,755.17 120
84.1
84.2
84.3
------------------------------------------------------------------------------------------------------------------------------------
89 Yes Balloon 5 01/01/17 76,692.32 120
89.1
89.2
89.3
89.4
89.5
89.6
89.7
89.8
89.9
89.10
89.11
------------------------------------------------------------------------------------------------------------------------------------
91 Yes Balloon 5 02/01/17 73,902.28 120
97 Yes Partial IO/Balloon 5 02/01/17 57,215.67 120
------------------------------------------------------------------------------------------------------------------------------------
104 Yes Balloon 5 01/01/17 65,029.99 120
104.1
104.2
104.3
104.4
------------------------------------------------------------------------------------------------------------------------------------
105 Yes Partial IO/Balloon 5 02/01/17 51,266.25 120
108 Yes Balloon 5 02/01/17 61,075.19 120
112 Yes Partial IO/Balloon 5 02/01/17 51,218.03 120
113 Yes Partial IO/Balloon 5 12/01/16 52,939.71 120
115 Yes Partial IO/Balloon 5 02/01/17 47,619.44 120
116 Yes Partial IO/Balloon 5 01/01/17 48,136.11 120
117 Yes Interest Only 5 01/01/17 47,705.56 120
------------------------------------------------------------------------------------------------------------------------------------
119 Yes Balloon 5 03/01/17 41,564.36 120
120 Yes Balloon 5 03/01/17 17,621.70 120
------------------------------------------------------------------------------------------------------------------------------------
127 Yes Balloon 5 12/01/16 68,301.95 120
127.1
127.2
127.3
127.4
127.5
127.6
127.7
127.8
127.9
------------------------------------------------------------------------------------------------------------------------------------
129 Yes Partial IO/Balloon 5 03/01/17 44,796.94 120
130 Yes Partial IO/Balloon 5 09/01/16 48,144.29 120
131 Yes Interest Only 5 02/01/12 45,772.53 60
136 Yes Balloon 5 02/01/17 57,020.67 120
144 Yes Partial IO/Balloon 5 01/01/17 39,711.00 120
145 Yes Interest Only 5 12/01/13 40,000.33 84
146 Yes Partial IO/Balloon 5 05/01/16 41,775.51 120
147 Yes Partial IO/Balloon 5 02/01/17 41,453.89 120
------------------------------------------------------------------------------------------------------------------------------------
154 Yes Balloon 5 12/01/16 50,715.98 120
154.1
154.2
154.3
------------------------------------------------------------------------------------------------------------------------------------
157 Yes Partial IO/Balloon 5 01/01/17 39,915.94 120
159 Yes Balloon 5 01/01/12 45,327.19 60
160 Yes Balloon 5 02/01/17 48,318.57 120
------------------------------------------------------------------------------------------------------------------------------------
162 Yes Partial IO/Balloon 5 02/01/17 39,060.00 120
162.1
162.2
------------------------------------------------------------------------------------------------------------------------------------
169 Yes Partial IO/Balloon 5 02/01/17 34,840.56 120
170 Yes Partial IO/Balloon 5 02/01/17 36,226.94 120
178 Yes Balloon 5 09/01/16 45,320.55 120
183 Yes Partial IO/Balloon 5 02/01/17 30,991.39 120
187 Yes Interest Only 5 01/01/17 29,501.67 120
189 Yes Balloon 5 01/01/17 34,618.43 120
190 Yes Partial IO/Balloon 5 02/01/17 29,744.72 120
192 Yes Interest Only 5 01/01/17 27,732.08 120
194 Yes Balloon 5 01/01/17 33,287.35 120
195 Yes Balloon 5 02/01/17 35,335.78 120
203 Yes Partial IO/Balloon 5 03/01/17 26,598.00 120
204 Yes Balloon 5 02/01/17 36,182.56 120
209 Yes Balloon 5 01/01/17 29,926.34 120
211 Yes Partial IO/Balloon 5 01/01/17 25,747.22 120
------------------------------------------------------------------------------------------------------------------------------------
212 Yes Balloon 5 01/01/17 29,560.91 120
212.1
212.2
------------------------------------------------------------------------------------------------------------------------------------
214 Yes Interest Only 5 01/01/17 23,571.63 120
217 Yes Partial IO/Balloon 7 01/01/17 23,808.00 120
218 Yes Balloon 5 01/01/17 29,336.24 120
220 Yes Balloon 5 12/01/16 27,727.22 120
228 Yes Partial IO/Balloon 5 01/01/17 22,242.50 120
230 Yes Balloon 5 01/01/17 28,183.97 120
231 Yes Partial IO/Balloon 5 01/01/17 22,110.32 120
233 Yes Balloon 5 12/01/16 25,565.51 120
236 Yes Balloon 5 01/01/17 25,027.32 120
238 Yes Partial IO/Balloon 5 10/01/16 22,482.30 120
239 2% plus initial interest rate Yes Interest Only/ARD 5 11/01/36 22,706.98 90
242 Yes Balloon 5 12/01/16 25,426.27 120
244 Yes Interest Only 5 02/01/17 20,687.33 120
249 Yes Balloon 5 02/01/17 24,047.95 120
253 Yes Interest Only 5 12/01/13 20,391.11 84
254 Yes Interest Only 7 01/01/17 19,409.44 120
256 Yes Balloon 5 02/01/17 24,420.94 120
257 Yes Balloon 5 01/01/17 23,114.72 120
258 Yes Partial IO/Balloon 5 01/01/17 19,426.85 120
259 Yes Balloon 5 07/01/16 25,784.99 120
260 Yes Balloon 5 01/01/17 22,175.77 120
262 Yes Balloon 5 01/01/17 21,804.20 120
263 Yes Balloon 5 01/01/17 25,724.26 120
264 Yes Balloon 5 01/01/17 21,766.40 120
267 Yes Partial IO/Balloon 5 01/01/17 17,515.00 120
------------------------------------------------------------------------------------------------------------------------------------
270 Yes Balloon 5 01/01/17 22,082.22 120
270.1
270.2
------------------------------------------------------------------------------------------------------------------------------------
271 Yes Balloon 5 12/01/16 20,314.01 120
272 Yes Balloon 7 01/01/17 24,572.92 120
273 Yes Partial IO/Balloon 5 12/01/16 16,933.75 120
276 Yes Balloon 5 01/01/17 21,379.78 120
277 Yes Partial IO/Balloon 5 11/01/13 16,753.09 84
278 Yes Partial IO/Balloon 5 02/01/17 16,112.25 120
280 Yes Balloon 7 01/01/17 23,168.76 120
281 Yes Balloon 7 11/01/16 20,010.81 120
283 Yes Balloon 5 02/01/17 19,041.84 120
285 Yes Balloon 5 12/01/16 18,542.94 120
287 Yes Partial IO/Balloon 5 01/01/17 15,438.69 120
289 Yes Partial IO/Balloon 5 10/01/16 15,707.36 120
291 Yes Balloon 5 01/01/17 17,526.25 120
292 Yes Balloon 5 01/01/17 17,507.19 120
294 Yes Balloon 5 12/01/16 17,928.69 120
297 Yes Balloon 5 08/01/16 17,899.22 120
298 Yes Partial IO/Balloon 5 01/01/17 14,583.78 120
300 Yes Balloon 5 02/01/17 17,197.28 120
302 Yes Balloon 5 01/01/17 16,429.09 120
304 Yes Balloon 5 05/01/16 18,362.52 120
305 Yes Balloon 5 01/01/17 16,066.55 120
306 Yes Balloon 5 02/01/17 15,616.52 120
307 Yes Balloon 5 02/01/17 15,599.62 120
308 Yes Partial IO/Balloon 5 01/01/17 13,273.81 120
309 Yes Balloon 5 02/01/17 15,755.86 120
310 Yes Balloon 5 01/01/17 15,236.95 120
312 Yes Balloon 5 01/01/17 15,108.67 120
313 Yes Partial IO/Balloon 5 01/01/17 12,464.58 120
314 Yes Balloon 5 01/01/17 15,133.73 120
315 Yes Partial IO/Balloon 5 02/01/17 11,937.71 120
316 Yes Balloon 5 01/01/12 14,683.69 60
317 Yes Balloon 5 02/01/17 14,498.72 120
318 Yes Balloon 5 03/01/17 17,094.73 120
321 Yes Partial IO/Balloon 5 12/01/16 11,784.31 120
322 Yes Partial IO/Balloon 5 02/01/17 11,606.06 120
324 Yes Balloon 5 01/01/17 13,760.10 120
326 Yes Partial IO/Balloon 5 01/01/17 10,817.28 120
327 Yes Balloon 5 02/01/17 13,063.08 120
328 Yes Balloon 5 02/01/17 12,936.60 120
331 Yes Balloon 5 11/01/16 13,056.68 120
332 Yes Partial IO/Balloon 5 01/01/17 10,341.86 120
333 Yes Balloon 5 01/01/17 12,388.76 120
334 Yes Partial IO/Balloon 5 01/01/17 10,379.83 120
335 Yes Balloon 5 03/01/17 12,290.79 120
336 Yes Balloon 5 12/01/16 12,140.90 120
337 Yes Partial IO/Balloon 5 01/01/17 9,920.00 120
338 Yes Partial IO/Balloon 5 01/01/17 9,988.89 120
339 Yes Partial IO/Balloon 5 03/01/17 9,902.78 120
340 Yes Partial IO/Balloon 5 01/01/17 9,765.00 120
341 Yes Partial IO/Balloon 5 01/01/17 10,126.67 120
344 Yes Balloon 5 01/01/17 11,628.62 120
346 Yes Partial IO/Balloon 5 12/01/16 9,936.53 120
347 Yes Balloon 5 12/01/16 11,184.63 120
348 Yes Balloon 5 12/01/16 11,053.55 120
350 Yes Partial IO/Balloon 5 12/01/16 9,548.00 120
351 Yes Balloon 5 01/01/17 10,618.94 120
352 Yes Balloon 5 12/01/16 10,497.95 120
354 Yes Partial IO/Balloon 5 01/01/17 8,354.50 120
355 Yes Balloon 5 01/01/17 10,116.45 120
356 Yes Balloon 5 01/01/17 9,566.15 120
357 Yes Partial IO/Balloon 5 01/01/17 8,211.56 120
359 Yes Balloon 5 12/01/16 9,352.64 120
360 Yes Balloon 5 02/01/14 9,339.14 84
361 Yes Balloon 5 10/01/16 9,265.05 120
362 Yes Partial IO/Balloon 5 01/01/17 7,505.62 120
363 Yes Balloon 5 01/01/17 9,245.11 120
364 Yes Balloon 5 08/01/16 8,858.16 120
365 Yes Balloon 5 05/01/16 8,384.71 120
368 Yes Partial IO/Balloon 5 01/01/17 6,455.75 120
------------------------------------------------------------------------------------------------------------------------------------
369 Yes Balloon 5 02/01/17 7,810.64 120
369.1
369.2
------------------------------------------------------------------------------------------------------------------------------------
370 Yes Balloon 5 01/01/17 7,502.42 120
371 Yes Balloon 5 01/01/17 8,315.54 120
372 Yes Balloon 5 01/01/17 7,992.75 120
373 Yes Balloon 5 12/01/16 7,530.36 120
374 Yes Partial IO/Balloon 5 12/01/16 6,107.00 120
375 Yes Balloon 7 01/01/17 7,353.58 120
376 Yes Balloon 5 12/01/16 8,146.35 120
377 Yes Balloon 5 12/01/16 7,224.91 120
378 Yes Balloon 5 01/01/17 7,165.32 120
380 Yes Balloon 5 01/01/17 6,722.89 120
STATED STATED
REMAINING ORIGINAL REMAINING
TERM TO AMORTIZATION AMORTIZATION DEFEASANCE
LOAN MATURITY / TERM TERM LOAN PROPERTY PROPERTY
NUMBER ARD (MONTHS) (MONTHS) (MONTHS) (YES/NO)? BORROWER'S INTEREST SIZE SIZE TYPE
---------------------------------------------------------------------------------------------------------------------------
2 54 Interest Only Interest Only Yes Fee in Part, Leasehold in Part 1,989,759 SF
2.1 Fee Simple 1,606,435 SF
2.2 Fee Simple 199,362 SF
2.3 Fee in Part, Leasehold in Part 169,918 SF
2.4 Fee Simple 14,044 SF
---------------------------------------------------------------------------------------------------------------------------
4 118 Interest Only Interest Only Yes Fee Simple 453,579 SF
5 118 Interest Only Interest Only Yes Fee Simple 589,038 SF
---------------------------------------------------------------------------------------------------------------------------
19 119 360 360 Yes Fee Simple 2,573,228 SF
19.1 Fee Simple 132,708 SF
19.2 Fee Simple 153,395 SF
19.3 Fee Simple 100,000 SF
19.4 Fee Simple 104,000 SF
19.5 Fee Simple 60,000 SF
19.6 Fee Simple 51,300 SF
19.7 Fee Simple 62,880 SF
19.8 Fee Simple 199,045 SF
19.9 Fee Simple 655,000 SF
19.10 Fee Simple 133,500 SF
19.11 Fee Simple 621,400 SF
19.12 Fee Simple 300,000 SF
---------------------------------------------------------------------------------------------------------------------------
20 118 Interest Only Interest Only Yes Fee Simple 288,250 SF
39 119 300 299 Yes Fee Simple 331 Rooms
49 118 300 300 Yes Fee Simple 112,978 SF
50 119 360 360 Yes Fee Simple 185,077 SF
56 118 360 360 Yes Fee Simple 1,804 Units
66 107 360 360 Yes Fee Simple 238 Units
71 118 360 360 Yes Fee Simple 88,785 SF
83 76 360 360 Yes Fee Simple 279,544 SF
---------------------------------------------------------------------------------------------------------------------------
84 117 360 360 Yes Fee Simple 394,983 SF
84.1 Fee Simple 45,000 SF
84.2 Fee Simple 123,000 SF
84.3 Fee Simple 226,983 SF
---------------------------------------------------------------------------------------------------------------------------
89 118 360 358 Yes Fee in Part, Leasehold in Part 153,946 SF
89.1 Fee Simple 15,400 SF
89.2 Fee Simple 11,300 SF
89.3 Fee Simple 16,000 SF
89.4 Fee Simple 15,365 SF
89.5 Fee Simple 4,513 SF
89.6 Fee Simple 22,136 SF
89.7 Fee Simple 4,815 SF
89.8 Fee Simple 20,000 SF
89.9 Fee Simple 12,150 SF
89.10 Leasehold 25,587 SF
89.11 Leasehold 6,680 SF
---------------------------------------------------------------------------------------------------------------------------
91 119 360 359 Yes Fee Simple 203 Units
97 119 360 360 Yes Fee Simple 99,655 SF
---------------------------------------------------------------------------------------------------------------------------
104 118 300 298 Yes Fee Simple 245 Units
104.1 Fee Simple 104 Units
104.2 Fee Simple 59 Units
104.3 Fee Simple 24 Units
104.4 Fee Simple 58 Units
---------------------------------------------------------------------------------------------------------------------------
105 119 360 360 Yes Fee Simple 61,364 SF
108 119 360 359 Yes Fee Simple 109,637 SF
112 119 360 360 Yes Fee Simple 178 Units
113 117 360 360 Yes Fee Simple 124,037 SF
115 119 360 360 Yes Fee Simple 45,497 SF
116 118 360 360 Yes Fee Simple 29,467 SF
117 118 Interest Only Interest Only Yes (Note 3) Fee Simple 103,849 SF
---------------------------------------------------------------------------------------------------------------------------
119 120 360 360 Yes Fee Simple 138,315 SF
120 120 360 360 Yes Fee Simple 42,540 SF
---------------------------------------------------------------------------------------------------------------------------
127 117 240 237 Yes Fee Simple 298,643 SF
127.1 Fee Simple 105,000 SF
127.2 Fee Simple 9,461 SF
127.3 Fee Simple 48,230 SF
127.4 Fee Simple 8,286 SF
127.5 Fee Simple 28,233 SF
127.6 Fee Simple 10,650 SF
127.7 Fee Simple 53,822 SF
127.8 Fee Simple 8,250 SF
127.9 Fee Simple 26,711 SF
---------------------------------------------------------------------------------------------------------------------------
129 120 360 360 Yes Fee Simple 112 Units
130 114 360 360 Yes Fee Simple 96,756 SF
131 59 Interest Only Interest Only Yes Fee Simple 284 Units
136 119 300 299 Yes Fee Simple 95 Rooms
144 118 360 360 Yes Fee Simple 150 Units
145 81 Interest Only Interest Only No Fee Simple 536 Units
146 110 336 336 Yes Fee Simple 241 Units
147 119 360 360 No Fee Simple 23,764 SF
---------------------------------------------------------------------------------------------------------------------------
154 117 300 297 Yes Fee Simple 229,755 SF
154.1 Fee Simple 86,985 SF
154.2 Fee Simple 79,760 SF
154.3 Fee Simple 63,010 SF
---------------------------------------------------------------------------------------------------------------------------
157 118 336 336 Yes Fee Simple 68,455 SF
159 58 360 358 Yes Fee Simple 106,877 SF
160 119 300 299 Yes Fee Simple 41,075 SF
---------------------------------------------------------------------------------------------------------------------------
162 119 360 360 Yes Leasehold 89,933 SF
162.1 Leasehold 47,770 SF
162.2 Leasehold 42,163 SF
---------------------------------------------------------------------------------------------------------------------------
169 119 360 360 Yes Fee Simple 88,213 SF
170 119 360 360 Yes Fee Simple 120 Units
178 114 300 294 Yes Fee Simple 100 Rooms
183 119 300 300 Yes Fee Simple 113 Units
187 118 Interest Only Interest Only Yes Fee Simple 30,235 SF
189 118 360 358 Yes Fee Simple 207,600 SF
190 119 360 360 Yes Fee Simple 47,803 SF
192 118 Interest Only Interest Only Yes Leasehold 10,743 SF
194 118 360 358 Yes Fee Simple 303 Units
195 119 300 299 Yes Fee Simple 93 Rooms
203 120 360 360 No Fee Simple 66,229 SF
204 119 240 239 Yes Fee Simple 89 Rooms
209 118 360 358 No Fee Simple 14,550 SF
211 118 360 360 Yes Fee Simple 480 Units
---------------------------------------------------------------------------------------------------------------------------
212 118 360 358 Yes Fee Simple 176,040 SF
212.1 Fee Simple 74,900 SF
212.2 Fee Simple 101,140 SF
---------------------------------------------------------------------------------------------------------------------------
214 118 Interest Only Interest Only Yes Fee Simple 33,857 SF
217 118 360 360 No Fee Simple 58,767 SF
218 118 360 358 Yes Fee Simple 42,154 SF
220 117 360 357 Yes Fee Simple 55,226 SF
228 118 240 240 Yes Fee Simple 122,885 SF
230 118 300 298 Yes Fee Simple 61 Rooms
231 118 360 360 No Fee Simple 39,435 SF
233 117 360 357 Yes Fee Simple 22,198 SF
236 118 360 358 Yes Fee Simple 101 Units
238 115 360 360 Yes Fee Simple 29,450 SF
239 86 Interest Only Interest Only Yes Fee Simple 56,903 SF
242 117 360 357 Yes Fee Simple 149 Units
244 119 Interest Only Interest Only Yes Fee Simple 32,688 SF
249 119 360 359 Yes Fee Simple 67,670 SF
253 81 Interest Only Interest Only No Fee Simple 365 Units
254 118 Interest Only Interest Only Yes Fee Simple 15,460 SF
256 119 360 359 Yes Fee Simple 21,297 SF
257 118 360 358 Yes Fee Simple 13,905 SF
258 118 360 360 Yes Fee Simple 37,229 SF
259 112 300 292 Yes Fee Simple 49,609 SF
260 118 360 358 Yes Fee Simple 390 Units
262 118 360 358 Yes Fee Simple 98,170 SF
263 118 240 238 Yes Fee Simple 20,797 SF
264 118 360 358 Yes Fee Simple 62 Units
267 118 360 360 Yes Fee Simple 37,604 SF
---------------------------------------------------------------------------------------------------------------------------
270 118 300 298 Yes Fee Simple 20,935 SF
270.1 Fee Simple 10,880 SF
270.2 Fee Simple 10,055 SF
---------------------------------------------------------------------------------------------------------------------------
271 117 360 357 No Fee Simple 34,280 SF
272 118 240 238 Yes Fee Simple 69 Rooms
273 117 360 360 Yes Fee Simple 31,063 SF
276 118 300 298 No Fee Simple 41,920 SF
277 80 360 360 Yes Fee Simple 88 Units
278 119 360 360 Yes Fee Simple 54 Units
280 118 240 238 Yes Fee Simple 65 Rooms
281 116 360 356 No Fee Simple 123 Units
283 119 360 359 Yes Fee Simple 58,200 SF
285 117 360 357 Yes Fee Simple 98,925 SF
287 118 360 360 Yes Fee Simple 20,525 SF
289 115 360 360 Yes Fee Simple 47,087 SF
291 118 360 358 No Fee Simple 25,876 SF
292 118 360 358 Yes Fee Simple 299 Units
294 117 360 357 No Fee Simple 20,000 SF
297 113 360 353 Yes Fee Simple 75 Units
298 118 360 360 Yes Fee Simple 49,102 SF
300 119 360 359 Yes Fee Simple 16,750 SF
302 118 360 358 Yes Fee Simple 21,500 SF
304 110 300 290 Yes Fee Simple 27,000 SF
305 118 360 358 Yes Fee Simple 19,525 SF
306 119 360 359 Yes Fee Simple 9,982 SF
307 119 360 359 Yes Fee Simple 22,078 SF
308 118 360 360 No Fee Simple 22,558 SF
309 119 360 359 Yes Fee Simple 94,037 SF
310 118 360 358 No Fee Simple 58,000 SF
312 118 360 358 Yes Fee Simple 28,000 SF
313 118 360 360 Yes Fee Simple 30,861 SF
314 118 360 358 Yes Fee Simple 55,150 SF
315 119 360 360 Yes Fee Simple 19,258 SF
316 58 360 358 Yes Fee Simple 55,660 SF
317 119 360 359 Yes Fee Simple 3,000 SF
318 120 240 240 Yes Fee Simple 6,000 SF
321 117 360 360 Yes Leasehold 14,072 SF
322 119 360 360 Yes Fee Simple 51,550 SF
324 118 360 358 Yes Fee Simple 86,450 SF
326 118 360 360 No Fee Simple 44,015 SF
327 119 360 359 Yes Fee Simple 22,128 SF
328 119 360 359 No Leasehold 19,271 SF
331 116 360 356 No Fee Simple 63 Units
332 118 360 360 Yes Fee Simple 16,500 SF
333 118 360 358 Yes Fee Simple 70 Units
334 118 360 360 Yes Fee Simple 16 Acres
335 120 360 360 Yes Fee Simple 53,542 SF
336 117 360 357 Yes Fee Simple 12,968 SF
337 118 360 360 Yes Fee Simple 3,710 SF
338 118 360 360 Yes Fee Simple 44,899 SF
339 120 360 360 No Fee Simple 15,305 SF
340 118 360 360 Yes Fee Simple 51,735 SF
341 118 360 360 No Fee Simple 9,096 SF
344 118 360 358 Yes Fee Simple 11,276 SF
346 117 360 360 No Fee Simple 88 Units
347 117 360 357 No Fee Simple 160 Units
348 117 360 357 No Fee Simple 11,060 SF
350 117 360 360 Yes Fee Simple 5,180 SF
351 118 360 358 Yes Fee Simple 14,960 SF
352 117 360 357 No Fee Simple 11,060 SF
354 118 360 360 No Fee Simple 9,500 SF
355 118 360 358 Yes Fee Simple 48,275 SF
356 118 360 358 Yes Fee Simple 14,000 SF
357 118 360 360 Yes Fee Simple 32,448 SF
359 117 360 357 Yes Fee Simple 24,882 SF
360 83 360 359 Yes Fee Simple 40,895 SF
361 115 360 355 Yes Fee Simple 40 Units
362 118 360 360 No Fee Simple 35,117 SF
363 118 300 298 Yes Fee Simple 32,635 SF
364 113 360 353 Yes Fee Simple 32 Units
365 110 360 350 Yes Fee Simple 10,220 SF
368 118 360 360 No Fee Simple 5,600 SF
---------------------------------------------------------------------------------------------------------------------------
369 119 360 359 Yes Fee Simple 27,475 SF
369.1 Fee Simple 13,725 SF
369.2 Fee Simple 13,750 SF
---------------------------------------------------------------------------------------------------------------------------
370 118 360 358 Yes Fee Simple 52,719 SF
371 118 300 298 Yes Fee Simple 6,815 SF
372 118 300 298 Yes Fee Simple 15,236 SF
373 117 360 357 Yes Fee Simple 27,550 SF
374 117 360 360 Yes Fee Simple 24 Units
375 118 360 358 Yes Fee Simple 9,586 SF
376 117 240 237 Yes Fee Simple 41,800 SF
377 117 300 297 Yes Fee Simple 11,500 SF
378 118 300 298 Yes Fee Simple 7,000 SF
380 118 360 358 Yes Fee Simple 58,515 SF
ESCROWED
ESCROWED REPLACEMENT
ANNUAL REAL ESCROWED RESERVES ESCROWED REPLACEMENT ESCROWED TI/LC
LOAN LOCKBOX ESTATE ANNUAL INITIAL RESERVES CURRENT RESERVES INITIAL
NUMBER (YES/NO)? TAXES INSURANCE DEPOSIT ANNUAL DEPOSIT DEPOSIT
----------------------------------------------------------------------------------------------------
2 Yes No No 0 0 0
2.1
2.2
2.3
2.4
----------------------------------------------------------------------------------------------------
4 Yes Yes Yes 0 0 0
5 Yes Yes Yes 0 0 0
----------------------------------------------------------------------------------------------------
19 Yes Yes Yes 0 65,538 0
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12
----------------------------------------------------------------------------------------------------
20 Yes Yes Yes 0 0 0
39 No No No 0 744,706 NAP
49 Yes Yes Yes 0 22,596 0
50 Yes No No 0 0 0
56 No Yes Yes 0 90,200 NAP
66 No Yes Yes 0 59,500 NAP
71 No Yes Yes 0 13,318 727,863
83 No Yes Yes 0 59,592 117,140
----------------------------------------------------------------------------------------------------
84 No Yes Yes 0 45,292 300,000
84.1
84.2
84.3
----------------------------------------------------------------------------------------------------
89 No Yes Yes 0 22,967 0
89.1
89.2
89.3
89.4
89.5
89.6
89.7
89.8
89.9
89.10
89.11
----------------------------------------------------------------------------------------------------
91 No No No 0 0 NAP
97 No Yes Yes 0 21,024 250,000
----------------------------------------------------------------------------------------------------
104 No Yes No 0 0 NAP
104.1
104.2
104.3
104.4
----------------------------------------------------------------------------------------------------
105 No Yes Yes 0 0 0
108 No Yes Yes 0 16,446 0
112 No Yes Yes 0 44,500 NAP
113 No Yes Yes 0 32,166 200,000
115 No Yes Yes 0 9,099 0
116 No Yes Yes 0 4,420 0
117 No Yes Yes 0 0 0
----------------------------------------------------------------------------------------------------
119 No No No 138,315 0 415,000
120 No No No 0 0 0
----------------------------------------------------------------------------------------------------
127 No Yes Yes 0 44,796 250,000
127.1
127.2
127.3
127.4
127.5
127.6
127.7
127.8
127.9
----------------------------------------------------------------------------------------------------
129 No Yes Yes 0 28,000 NAP
130 No Yes Yes 0 21,286 0
131 No Yes Yes 0 0 NAP
136 No Yes Yes 0 146,967 NAP
144 No Yes Yes 39,600 37,500 NAP
145 No No No 0 0 NAP
146 No Yes Yes 50,000 60,250 NAP
147 No Yes Yes 0 4,753 0
----------------------------------------------------------------------------------------------------
154 No Yes Yes 0 34,291 NAP
154.1
154.2
154.3
----------------------------------------------------------------------------------------------------
157 No Yes Yes 0 10,284 0
159 No Yes Yes 0 0 2,000,000
160 No Yes Yes 0 8,215 0
----------------------------------------------------------------------------------------------------
162 No No No 0 11,206 0
162.1
162.2
----------------------------------------------------------------------------------------------------
169 No Yes Yes 0 13,232 0
170 No Yes Yes 0 30,000 NAP
178 No Yes Yes 0 82,666 NAP
183 No Yes Yes 0 28,250 NAP
187 No Yes No 0 4,535 50,000
189 No Yes Yes 0 20,760 0
190 No Yes Yes 0 11,744 0
192 No Yes No 0 1,611 0
194 No Yes Yes 0 15,150 NAP
195 No Yes Yes 0 97,708 NAP
203 No Yes Yes 0 119,208 0
204 No Yes Yes 0 84,206 NAP
209 No No Xx 0 0 0
000 Xx Yes Yes 0 24,000 NAP
----------------------------------------------------------------------------------------------------
212 No Yes Yes 0 26,685 NAP
212.1
212.2
----------------------------------------------------------------------------------------------------
214 No No Xx 0 0 0
000 Xx Yes Yes 0 11,753 0
218 No Yes Yes 0 6,323 0
220 No Yes Yes 0 17,727 0
228 No No No 0 0 NAP
230 No Yes Yes 0 63,006 NAP
231 No Yes Yes 0 7,887 0
233 No Yes Yes 0 3,391 0
236 No Yes Yes 0 0 NAP
238 No Yes Yes 0 5,890 0
239 Springing Yes No 0 8,535 300,000
242 No Yes Yes 0 37,500 NAP
244 No Yes Yes 0 6,538 0
249 No Yes Yes 0 0 0
253 No Yes Yes 0 0 NAP
254 Yes No Xx 0 0 0
000 Xx Yes Yes 0 0 0
257 No No No 0 0 0
258 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
260 No Yes No 0 19,450 NAP
262 No Yes Yes 0 21,401 NAP
263 No Yes Yes 0 0 0
264 No Yes Yes 0 9,300 NAP
267 No Yes Yes 0 7,521 0
----------------------------------------------------------------------------------------------------
270 No No No 0 0 0
270.1
270.2
----------------------------------------------------------------------------------------------------
271 No Yes Yes 0 5,478 NAP
272 No Yes Yes 0 49,771 NAP
273 No Yes Yes 0 4,659 0
276 No Yes Yes 0 6,721 0
277 No Yes Yes 0 22,000 NAP
278 No Yes Yes 0 13,500 NAP
280 No Yes Yes 0 87,814 NAP
281 No Yes Yes 0 6,150 NAP
283 No Yes Yes 0 8,730 NAP
285 No Yes Yes 0 14,839 0
287 No Yes Yes 12,317 0 37,563
289 No Yes Yes 0 4,709 0
291 Springing No Xx 0 0 0
000 Xx Yes No 0 14,950 NAP
294 No Yes Yes 0 4,000 0
297 No Yes Yes 0 21,375 NAP
298 No No No 0 11,176 35,000
300 No Yes Yes 0 2,513 0
302 No Yes Yes 0 0 0
304 No Yes Yes 0 5,400 0
305 No Yes Yes 0 2,929 0
306 No Yes Yes 0 1,497 0
307 No Yes Yes 0 3,312 0
308 No No Xx 0 0 0
000 Xx Yes Yes 0 18,525 0
310 No No Xx 0 0 0
000 Xx Yes Yes 0 0 0
313 No Yes Yes 0 4,629 0
314 No Yes Yes 0 8,276 NAP
315 No Yes Yes 0 0 0
316 No Yes Yes 0 8,349 NAP
317 No No No 0 0 0
318 No No Xx 0 0 0
000 Xx Yes Yes 0 2,114 0
322 No Yes Yes 0 7,740 NAP
324 No Yes Yes 50,000 0 NAP
326 No Yes Xx 0 0 0
000 Xx Yes Yes 0 4,426 40,000
328 No Yes Yes 0 0 0
331 No Yes Yes 0 18,900 NAP
332 No No No 0 2,475 0
333 No Yes Yes 0 17,500 NAP
334 No No No 0 0 NAP
335 Springing Yes Yes 0 8,031 0
336 No Yes Yes 0 1,945 10,000
337 No Yes Yes 0 0 0
338 Yes Yes Yes 0 6,735 0
339 No Yes Yes 0 218 0
340 No Yes Yes 0 5,184 NAP
341 No Yes Yes 0 2,820 0
344 No Yes Yes 0 1,917 20,000
346 No Yes Yes 0 4,450 NAP
347 No Yes Yes 0 0 NAP
348 No No No 0 0 0
350 Springing Yes Yes 0 0 0
351 No Yes Yes 0 0 0
352 No No Xx 0 0 0
000 Xx Yes Yes 0 2,945 0
355 No Yes Yes 0 6,124 NAP
356 No Yes Yes 0 2,100 0
357 No Yes Yes 0 6,490 50,000
359 Springing Yes Yes 0 4,971 0
360 No Yes Yes 0 6,134 NAP
361 No Yes Yes 0 10,440 NAP
362 No Yes Yes 0 3,533 0
363 No Yes Yes 0 5,029 NAP
364 No Yes Yes 0 8,000 NAP
365 No Yes Yes 0 1,533 0
368 No Yes Yes 0 1,736 0
----------------------------------------------------------------------------------------------------
369 No Yes Yes 0 4,122 NAP
369.1
369.2
----------------------------------------------------------------------------------------------------
370 No No Xx 0 0 0
000 Xx Yes Yes 0 1,022 0
372 No Yes Yes 0 2,285 0
373 No Yes Yes 0 4,133 NAP
374 No Yes Yes 0 8,400 NAP
375 No Yes Yes 0 1,438 0
376 No No No 0 0 NAP
377 No Yes Yes 0 2,300 0
378 No Yes Yes 0 700 0
380 No Yes Yes 0 9,077 NAP
INITIAL
ESCROWED TI/LC DEFERRED INITIAL
LOAN RESERVES CURRENT MAINTENANCE ENVIRONMENTAL HOLDBACK ENVIRONMENTAL
NUMBER ANNUAL DEPOSIT DEPOSIT DEPOSIT AMOUNT LOC INSURANCE POLICY
--------------------------------------------------------------------------------------------
2 0 0 0
2.1
2.2
2.3
2.4
--------------------------------------------------------------------------------------------
4 0 0 0
5 0 0 0
--------------------------------------------------------------------------------------------
19 90,793 66,688 16,838
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12
--------------------------------------------------------------------------------------------
20 0 0 0
39 NAP 0 0
49 56,489 2,262,634 0
50 0 0 0
56 NAP 0 0
66 NAP 7,500 0
71 28,411 0 0
83 200,004 0 0
--------------------------------------------------------------------------------------------
84 0 310,188 0
84.1
84.2
84.3
--------------------------------------------------------------------------------------------
89 61,245 0 0
89.1
89.2
89.3
89.4
89.5
89.6
89.7
89.8
89.9
89.10
89.11
--------------------------------------------------------------------------------------------
91 NAP 0 0
97 0 0 0
--------------------------------------------------------------------------------------------
104 NAP 0 0
104.1 0
104.2 0
104.3 0
104.4 0
--------------------------------------------------------------------------------------------
105 0 0 0
108 43,855 0 0
112 NAP 0 0
113 74,422 0 0
115 48,014 0 0
116 29,467 0 0
117 0 0 0
--------------------------------------------------------------------------------------------
119 0 77,249 0
120 0 19,995 0
--------------------------------------------------------------------------------------------
127 0 0 0 200,000
127.1 0
127.2 0
127.3 0
127.4 0
127.5 0
127.6 0
127.7 0
127.8 0
127.9 0
--------------------------------------------------------------------------------------------
129 NAP 0 0 450,000
130 87,080 0 0
131 NAP 0 0
136 NAP 0 0
144 NAP 6,500 0
145 NAP 75,000 0
146 NAP 15,125 0
147 26,227 0 0
--------------------------------------------------------------------------------------------
154 NAP 0 0
154.1 0
154.2 0
154.3 0
--------------------------------------------------------------------------------------------
157 27,578 0 0
159 0 0 0
160 41,075 0 0 1,000,000
--------------------------------------------------------------------------------------------
162 0 0
162.1 0
162.2 0
--------------------------------------------------------------------------------------------
169 50,281 0 0
170 NAP 0 0
178 NAP 51,250 0
183 NAP 6,000 0
187 22,500 0 0
189 0 0 0
190 30,543 10,625 0
192 16,150 0 0
194 NAP 0 0
195 NAP 0 0
203 0 17,650 0
204 NAP 0 0
209 0 0 0
211 NAP 0 0
--------------------------------------------------------------------------------------------
212 NAP 2,031 0
212.1
212.2
--------------------------------------------------------------------------------------------
214 0 0 0
217 45,389 0 0
218 30,781 0 0
220 17,088 0 0
228 NAP 0 0
230 NAP 0 0
231 31,548 0 0
233 0 0 0
236 NAP 0 0
238 0 0 0
239 0 223,014 0
242 NAP 53,625 0
244 0 5,625 0
249 0 0 0
253 NAP 0 0
254 0 0 0
256 0 0 0
257 0 0 0
258 0 0 0
259 0 0 0
260 NAP 0 0
262 NAP 0 0
263 10,398 0 0
264 NAP 0 0 20,000
267 24,933 0 0
--------------------------------------------------------------------------------------------
270 0 0 0
270.1 0
270.2 0
--------------------------------------------------------------------------------------------
271 NAP 0 0
272 NAP 8,375 0
273 21,744 0 0
276 39,931 3,000 0
277 NAP 9,469 0
278 NAP 0 0
280 NAP 0 0
281 NAP 0 0
283 NAP 0 0
285 41,564 0 0
287 0 0 0
289 11,772 54,038 0 100,000
291 0 0 0
292 NAP 0 0
294 0 0 0
297 NAP 0 0
298 7,365 53,638 0
300 11,166 0 0
302 13,728 0 0
304 23,323 0 0
305 13,428 0 0
306 6,289 0 0
307 13,103 0 0 55,000
308 0 0 0 50,000
309 22,929 0 0
310 0 0 0
312 0 0 0
313 23,454 0 0
314 NAP 0 0
315 0 0 0
316 NAP 0 0
317 0 0 0
318 0 0 0
321 10,746 0 0
322 NAP 0 0 300,000
324 NAP 0 0
326 0 0 0
327 16,416 0 0
328 0 0 0
331 NAP 0 0
332 9,533 0 0
333 NAP 0 0
334 NAP 0 0
335 17,124 21,791 0
336 11,732 0 0
337 0 0 0
338 17,059 0 0
339 1,148 0 0
340 NAP 0 0
341 9,187 0 0
344 0 47,500 0
346 NAP 0 0
347 NAP 0 0
348 0 0 0
350 5,170 0 0
351 0 0 0
352 0 0 0
354 9,595 0 0
355 NAP 0 0
356 10,888 0 0
357 22,899 0 0
359 11,325 0 0
360 NAP 0 0
361 NAP 0 0
362 10,989 13,918 0
363 NAP 0 0
364 NAP 0 0
365 8,278 0 0
368 5,712 0 0
--------------------------------------------------------------------------------------------
369 NAP 0 0
369.1
369.2
--------------------------------------------------------------------------------------------
370 0 0 0
371 3,408 0 0
372 7,831 0 0
373 NAP 0 0
374 NAP 0 0
375 7,762 0 0
376 NAP 0 0
377 8,367 0 0
378 3,500 0 0
380 NAP 0 0
