EXHIBIT 10.2
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of August 1, 2007
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of August 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital
Markets, Inc. as master servicer no. 1 (in such capacity, "Master Servicer No.
1" and, also a "Master Servicer"), Xxxxx Fargo Bank, National Association as
master servicer no. 2 ("Master Servicer No. 2" and, also a "Master Servicer"),
Midland Loan Services, Inc. as special servicer (in such capacity, the "Special
Servicer") and LaSalle Bank National Association as trustee (in such capacity,
the "Trustee") and custodian (in such capacity, the "Custodian"). Capitalized
terms used but not defined herein (including the schedules attached hereto) have
the respective meanings set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of August 17, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), KeyBanc
Capital Markets Inc. ("KBCM"), Banc of America Securities LLC ("Banc of America
Securities"), Bear, Xxxxxxx & Co. Inc. ("BSCI", Xxxxxxx Xxxxx, Countrywide
Securities, KBCM, Banc of America Securities and BSCI, collectively, in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended. The Purchaser has also entered into a
Certificate Purchase Agreement, dated as of August 17, 2007 (the "Certificate
Purchase Agreement"), with Xxxxxxx Xxxxx for itself and as representative of
Countrywide Securities and KBCM (collectively, in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan
Schedule; provided however, with respect to the Mortgage Loan identified on the
Mortgage Loan Schedule as Georgia-Alabama Retail Portfolio, the related
insurance premium reserve with a Cut-off Date balance of $224,090 (the
"Insurance Premium Reserve") shall not be transferred hereunder and the
Insurance Premium Reserve account (i) shall not be additional collateral for the
related Mortgage Loan and (ii) shall, to the extent not used to cover insurance
premiums, be returned to the Seller as provided in the related Mortgage Loan
Documents. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The
Mortgage Loans are expected to have an aggregate principal balance of
$1,136,902,105 (the "Countrywide Mortgage Loan Balance") (subject to a variance
of plus or minus 5.0%) as of the close of business on the Cut-off Date, after
giving effect to any payments due on or before such date, whether or not such
payments are received. The Countrywide Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $2,435,364,704 (subject to a variance of
plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on
August 28, 2007 or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 97.94600080106260%
of the Seller Mortgage Loan Balance as of the Cut off Date, plus (ii)
$5,252,212, which amount represents the amount of interest accrued on the Seller
Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans. (a) Effective as of the
Closing Date, subject only to the Seller's receipt of the Purchase Consideration
and the satisfaction or waiver of the conditions to closing set forth in Section
5 of this Agreement (which conditions shall be deemed to have been satisfied or
waived upon the Seller's receipt of the Purchase Consideration), the Seller does
hereby sell, transfer, assign, set over and otherwise convey to the Purchaser,
without recourse (except as set forth in this Agreement), all the right, title
and interest of the Seller in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, on a servicing released basis (subject
to certain agreements regarding servicing as provided in the Pooling and
Servicing Agreement, sub-servicing agreements permitted thereunder and the
Servicing Rights Purchase Agreement (as defined in Section 6(a)(iii) hereof)),
together with all of the Seller's right, title and interest in and to the
proceeds of any related title, hazard, primary mortgage or other insurance
proceeds. The Mortgage Loan Schedule, as it may be amended, shall conform to the
requirements set forth in this Agreement and the Pooling and Servicing
Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), together with any and all intervening endorsements
thereon, endorsed on its face or by allonge attached thereto (without
recourse, representation or warranty, express or implied) to the order of
LaSalle Bank National Association, as trustee for the registered holders
of ML-CFC Commercial Mortgage Trust 2007-8, Commercial Mortgage
Pass-Through Certificates, Series 2007-8, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with
originals or copies of any and all intervening assignments thereof, in
each case (unless not yet returned by the applicable recording office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-8, Commercial Mortgage Pass-Through
Certificates, Series 2007-8;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above) in favor of LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-8,
Commercial Mortgage Pass-Through Certificates, Series 2007-8;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a pro forma policy or a marked version of the policy that has been
executed by an authorized representative of the title company or an
agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue
such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, as
assignee;
(ix) an original or a copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) an original or a copy of any intercreditor agreement relating to
permitted debt of the Mortgagor and any intercreditor agreement relating
to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
(xiii) with respect to the Georgia-Alabama Retail Portfolio Trust
Mortgage Loan shall contain the following documents: (i) the original
executed Mortgage Note for such Mortgage Loan including any power of
attorney related to the execution thereof (or a lost note affidavit and
indemnity with a copy of such Mortgage Notes attached thereto, together
with any and all intervening endorsements thereon, endorsed on its face or
by allonge attached thereto (without recourse, representation or warranty,
express or implied) to the order of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-8, Commercial Mortgage Pass-Through Certificates, Series 2007-8, or
in blank; (ii) an executed copy of the Georgia-Alabama Retail Portfolio
Intercreditor Agreements; (iii) an executed copy of the ML-CFC 2007-7
Pooling and Servicing Agreement; and (iv) a copy of the other documents
listed in the definition of Mortgage File.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Custodian) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Custodian that is referred to in clause (iv) of
the definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Custodian that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Custodian following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Custodian following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and
Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer (which, for purposes of this Agreement, shall
be Xxxxx Fargo Bank, National Association with respect to all of the Mortgage
Loans excluding the Georgia-Alabama Retail Portfolio Trust Mortgage Loan, and in
the case of the Georgia-Alabama Trust Mortgage Loan, shall be Wachovia Bank,
National Association) in connection with its duties under the Pooling and
Servicing Agreement, and (c) are in the possession or under the control of the
Seller, together with all unapplied escrow amounts and reserve amounts in the
possession or under the control of the Seller that relate to the Mortgage Loans,
shall be delivered or caused to be delivered by the Seller to the applicable
Master Servicer (or, at the direction of such Master Servicer, to the
appropriate sub-servicer); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications, credit
underwriting, legal or other due diligence analyses, credit committee briefs or
memoranda or other internal approval documents or data or internal worksheets,
memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the
Custodian, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage loan checklist
or a complete mortgage loan checklist shall not give rise to any liability
whatsoever on the part of the Seller to the Purchaser, the Custodian or any
other person because the delivery of the mortgage loan checklist is being
provided to the Custodian solely for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
applicable Master Servicer, the initial data (as of the Cut-off Date or the most
recent earlier date for which such data is available) contemplated by the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller. (a)
The Seller hereby represents and warrants to and covenants with the Purchaser,
as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of California and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for the Seller to perform its
duties and obligations under this Agreement, or (C) constitute a default
(or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Seller is a party or
by which the Seller is bound, which default might have consequences that
would, in the Seller's reasonable and good faith judgment, materially and
adversely affect the condition (financial or other) or operations of the
Seller or its properties or materially and adversely affect its
performance hereunder.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(x) The prospectus supplement dated August 17, 2007 (the "Prospectus
Supplement"), which supplements the base prospectus dated May 10, 2007
(the "Prospectus"), contains all the information that is required to be
provided in respect of the Seller (that arise from its role as "sponsor"
(within the meaning of Regulation AB)), the Mortgage Loans, the related
Mortgagors and the related Mortgaged Properties pursuant to Regulation AB.
For purpose of this Agreement, "Regulation AB" shall mean Subpart 229.1100
- Asset Backed Securities (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller discovers or receives written notice of a Document
Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of
the Pooling and Servicing Agreement, then the Seller shall, not later than 90
days from such discovery or receipt of such notice (or, in the case of a
Document Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, cure such Document Defect or Breach, as the case may
be, in all material respects, which shall include payment of losses and any
Additional Trust Fund Expenses associated therewith or, if such Document Defect
or Breach (other than omissions due solely to a document not having been
returned by the related recording office) cannot be cured within such 90-day
period, (i) repurchase the affected Mortgage Loan (which, for the purposes of
this clause (i), shall include an REO Loan) at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement) not later than the end of such
90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such
affected Mortgage Loan (which, for purposes of this clause (ii), shall include
an REO Loan) not later than the end of such 90-day period (and in no event later
than the second anniversary of the Closing Date) and pay the applicable Master
Servicer for deposit into its Collection Account any Substitution Shortfall
Amount in connection therewith; provided, however, that, unless the Document
Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage,
if such Document Defect or Breach is capable of being cured but not within such
90-day period and the Seller has commenced and is diligently proceeding with the
cure of such Document Defect or Breach within such 90-day period, the Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase or substitute the related Mortgage Loan (which, for purposes of
such repurchase or substitution, shall include an REO Loan)); and provided,
further, that with respect to such additional 90-day period, the Seller shall
have delivered an officer's certificate to the Trustee setting forth the
reason(s) such Document Defect or Breach is not capable of being cured within
the initial 90-day period and what actions the Seller is pursuing in connection
with the cure thereof and stating that the Seller anticipates that such Document
Defect or Breach will be cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to (i) the delivery by the Seller to the Trustee, at the expense
of the Seller, of an Opinion of Counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (ii) the
consent of the Controlling Class Representative (if one is then acting), which
consent shall not be unreasonably withheld or delayed. In the event that one or
more of such other Crossed Loans satisfy the aforementioned criteria, the Seller
may elect either to repurchase or substitute for only the affected Crossed Loan
as to which the related Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related Mortgagor.
For a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to which there is any uncured
Document Defect or Breach known to the Seller that existed as of the Closing
Date, the Seller shall provide, once every 90 days, the officer's certificate to
the Trustee described above as to the reason(s) such Document Defect or Breach
remains uncured and as to the actions being taken to pursue cure; provided,
however, that, without limiting the effect of the foregoing provisions of this
Section 3(c), if such Document Defect or Breach shall materially and adversely
affect the value of such Mortgage Loan or the interests of the holders of the
Certificates therein (subject to the second and third provisos in the sole
sentence of the preceding paragraph), the Seller shall in all cases on or prior
to the second anniversary of the Closing Date either cause such Document Defect
or Breach to be cured or repurchase or substitute for the affected Mortgage Loan
(for the avoidance of doubt, the foregoing two-year period shall not be deemed
to be a time limitation on the Seller's right to cure a Document Defect as set
forth in this Section 3). The delivery of a commitment to issue a policy of
lender's title insurance as described in representation 8 set forth on Schedule
I hereto in lieu of the delivery of the actual policy of lender's title
insurance shall not be considered a Document Defect or Breach with respect to
any Mortgage File if such actual policy of insurance is delivered to the
Custodian not later than the 180th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian
or the Trust Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants for the benefit of the
Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this Agreement
will not (A) violate the Purchaser's articles of incorporation or bylaws, (B)
violate any law or regulation or any administrative decree or order to which it
is subject if compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for the Purchaser to perform its duties and obligations
under this Agreement or (C) constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which the
Purchaser is a party or by which the Purchaser is bound, which default might
have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP on the Closing Date. The Closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Custodian
and the applicable Master Servicer, respectively, all documents represented to
have been or required to be delivered to the Custodian and the applicable Master
Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively, shall have been delivered;
and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of August 17, 2007,
among the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., KeyBank National
Association, the Purchaser, the Underwriters and the Initial Purchasers. Both
parties agree to use their best reasonable efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) Each of: (i) the resolutions of the Seller's board of directors
or a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) an original or a copy of a certificate of good standing
of the Seller issued by the State of California not earlier than 30 days prior
to the Closing Date;
(e) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the
Initial Purchasers and each of the Rating Agencies, together with such other
written opinions, including as to insolvency matters, as may be required by the
Rating Agencies; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account whether in
the form of cash, instruments, securities or other property; (iii) the
assignment to the Trustee of the interest of the Purchaser as contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of any security
interest created hereunder; (iv) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be possession by the secured party
for purposes of perfecting the security interest pursuant to Section 9-313 of
the UCC of the applicable jurisdiction; and (v) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than (2) business
days following the occurrence of such event if such event is reportable under
Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports meeting
the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)
of the 1934 Act.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party hereto against whom such waiver
or modification is sought to be enforced. The Seller's obligations hereunder
shall in no way be expanded, changed or otherwise affected by any amendment of
or modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: First Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge
of Commercial Mortgage
Securitization
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
SCHEDULE I
Mortgage Loan Representations and Warranties
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in August 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing interest or penalties; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy, a "marked-up"
commitment binding upon the title insurer or escrow instructions binding on the
title insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy, a "marked-up" commitment binding upon the title insurer
or escrow instructions binding on the title insurer and irrevocably obligating
the title insurer to issue such title insurance policy); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any related Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs, and except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases, including, without
limitation, the right to operate the related leased property so long as no event
of default has occurred under such Mortgage Loan; and each assignor thereunder
has the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage, executed and delivered in favor of the
Trustee is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non Trust Loan with respect to any Mortgage Loan
that is part of a Loan Combination, no person other than the related Mortgagor
owns any interest in any payments due under the related leases on which the
Mortgagor is the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded in any manner, (b) neither the
related Mortgaged Property nor any material portion thereof has been released
from the lien of such Mortgage and (c) the related Mortgagor has not been
released from its obligations under such Mortgage, in whole or in material part.
With respect to each Mortgage Loan, since the later of (a) the date on which
each related Mortgage File for the related Mortgage Loan was delivered to
Anthracite Capital, Inc. or its designee for review and (b) the closing date of
such Mortgage Loan, the Seller has not executed any written instrument that (i)
impaired, satisfied, canceled, subordinated or rescinded such Mortgage Loan,
(ii) waived, modified or altered any material term of such Mortgage Loan, (iii)
released the Mortgaged Property or any material portion thereof from the lien of
the related Mortgage, or (iv) released the related Mortgagor from its
obligations under such Mortgage Loan in whole or material part. For avoidance of
doubt, the preceding sentence does not relate to any release of escrows by the
Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge based upon surveys and/or the title
insurance policy referred to in representation 8 below, as of the date hereof,
(a) none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue such title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property, each of which is secured by a separate
Mortgage, such Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no material exclusion for whether, or it affirmatively insures (unless
the related Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available) that, (a) the related Mortgaged Property
has access to a public road, and (b) the area shown on the survey, if any,
reviewed or prepared in connection with the origination of the related Mortgage
Loan is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee) and there is no obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its knowledge
it has not used, caused or permitted to exist and will not use, cause or permit
to exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its successors and assigns harmless from and
against any and all losses, liabilities, damages, injuries, penalties, fines,
out-of-pocket expenses and claims of any kind whatsoever (including attorneys'
fees and costs) paid, incurred or suffered by or asserted against, any such
party resulting from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by
the interest of a Mortgagor as a lessee under a ground lease of all or a
material portion of a Mortgaged Property (together with any and all written
amendments and modifications thereof and any and all estoppels from or other
agreements with the ground lessor, a "Ground Lease"), but not by the related fee
interest in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly submitted for recordation; such Ground Lease permits the interest
of the lessee thereunder to be encumbered by the related Mortgage; and
there has been no material change in the terms of such Ground Lease since
its recordation, with the exception of material changes reflected in
written instruments which are a part of the related Mortgage File; and if
required by such Ground Lease, the lessor thereunder has received notice
of the lien of the related Mortgage in accordance with the provisions of
such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground
Lease has not been terminated and all amounts owed thereunder have been
paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice
of any default by the lessee to the mortgagee under such Mortgage Loan;
and such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has a term, if with extension options that are
exercisable by the lender upon its taking possession of the Mortgagor's
leasehold interest are exercised, would cause the term of such Ground
Lease to extend not less than twenty (20) years beyond the Stated Maturity
Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage
or related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the related Mortgaged Property
is located at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair
market value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in
connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) subject to
available funds, a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage
Loan (which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other mortgage lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Other than any default interest or late charges,
each Mortgage Loan (other than ARD Loans after their respective Anticipated
Repayment Dates) complied with, or was exempt from, all applicable usury laws in
effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a) (16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due
inquiry consistent with the inquiry a reasonably prudent commercial mortgage
lender would conduct under similar circumstances, there exists no material
default, breach, violation or event of acceleration under the Mortgage Note or
Mortgage for any Mortgage Loan (other than payments due but not yet 30 days or
more delinquent); provided, however, that this representation and warranty does
not cover any default, breach, violation or event of acceleration that pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies or other publicly traded interests,
issuance of non-controlling new equity interests, transfers to an affiliate
meeting the requirements of the Mortgage Loan, transfers among existing direct
or indirect members, partners or shareholders in the Mortgagor, transfers among
affiliated Mortgagors with respect to cross-collateralized Mortgage Loans or
multi-property Mortgage Loans, transfers among co-Mortgagors, transfers of
worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-off Date Balance of $10,000,000 or more was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that during the term of the
Mortgage Loan it may only own and operate one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates (other than
co-obligors under the Mortgage Loan documents), and that it will not transact
business with affiliates (except to the extent required by any cash management
provisions of the related Mortgage Loan documents) except on an arm's-length
basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing of a UCC
financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal or affiliate
of such Mortgagor or an entity controlled by a principal or affiliate of such
Mortgagor, for damages, liabilities, expenses or claims sustained in connection
with the Mortgagor's fraud, material, intentional misrepresentation, material
intentional physical waste or misappropriation of any tenant security deposits
(in some cases, only after foreclosure or an action in respect thereof), rent
(in some cases, only after an event of default), insurance proceeds or
condemnation awards. The related Mortgage Loan documents contain provisions
pursuant to which the related Mortgagor, a principal or affiliate of such
Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor,
has agreed to indemnify the mortgagee for damages resulting from violations of
any applicable environmental laws relating to hazardous material at the related
Mortgaged Property.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy
the "pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
Annex A (to Schedule I)
Exceptions to the Representations and Warranties
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loans known as [___] and [__], identified on
Annex A-1 by ID #[__] and [__] have an Indemnity Deed of Trust structure. The
related borrowers under such Mortgage Loans executed and delivered the related
notes to the lender and are obligated to make payments thereunder. The related
property owners for such Mortgage Loans have guaranteed all amounts payable by
the borrowers under the related notes, which guaranties are secured by indemnity
deeds of trust in favor of the lender. With respect to the above referenced
Mortgage Loans, certain of the representations regarding the borrowers refer to
the property owners of the related Mortgaged Property as well.
Annex A-1
ID # Mortgage Loan Exception
--------- ---------------------------- -------------------------------------
Exceptions to Representation 4: Lien; Valid Assignment.
53 Xxxx Portfolio The Mortgaged Property known as
Arlington is subject to a purchase
option held by the prior owner. If
the purchase option is exercised, the
borrower is required to obtain a
partial release with payment of a
release price equal to 120% of the
allocated loan amount and a yield
maintenance fee. All costs related to
the partial release are a recourse
obligation of the guarantor.
Exceptions to Representation 6: Mortgage Status; Waivers and
Modifications.
7 Georgia-Alabama Retail
Portfolio The Mortgage Loan documents have been
modified to prevent the borrower from
being able to defease the loan until
two years after securitization. The
Mortgage Loan documents were also
modified to split the subordinate
B-note.
00 Xxxxxxx Xxxxxx Apartments The Mortgage Loan documents have been
modified to correct an error in the
yield maintenance premium definition.
000 Xxxxxxx Xxxxx Simi Valley The Mortgage Loan documents have been
modified to amend the debt service
coverage ratio definition.
000 Xxxxxxxxx Xxxx The Mortgage Loan documents have been
modified to correct an error in the
yield maintenance premium definition.
000 Xxxxxxxxxxx Xxxxxxxx Xxxx The Mortgage Loan documents have been
modified to prevent the borrower from
being able to defease the loan until
two years after securitization.
Exceptions to Representation 10: Mortgage Provisions.
Various All of the exceptions made to
representation number 14 regarding
terrorism insurance are incorporated
herein by reference as if made
herein.
Exception to Representation 12: Environmental Conditions.
7 Georgia-Alabama Retail
Portfolio The Environmental Report for one of
the Mortgaged Properties (Hall Creek
Center) is dated earlier than twelve
months prior to the date hereof.
Exceptions to Representation 14: Insurance.
Various With respect to various Countrywide
Mortgage Loans, (i) for so long as
the Terrorism Risk Insurance Act of
2002 ("TRIA") is in effect (including
any extensions), the lender is
required to accept terrorism
insurance which covers against
"covered acts" as defined by TRIA and
(ii) the borrower is required to
maintain terrorism insurance (a) to
the extent such coverage is available
at commercially reasonable rates,
and/or (b) only that amount which may
be purchased up to a specified
premium amount. For a list of
mortgage loans that have terrorism
insurance premium caps, please see
the attached Schedule A.
In addition, in the event of a
casualty where the borrower does not
rebuild, the insurance policies
generally provide that the proceeds
will be reduced for depreciation.
11 Xxxxxxx Park Apartments The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The borrower's
property insurance policy has a
deductible of $50,000.
The borrower's primary liability
insurance carrier (Xxxxx River
Insurance Company) is not rated by
S&P and has a rating of A-:VII from
A.M. Best.
12 Skyline Village MHP The borrower's property and general
liability insurance carrier is rated
BBB by S&P and A-:XI by A.M. Best.
12 Skyline Village MHP
100 HK Systems The Mortgage Loan documents require a
six month extended period of
indemnity endorsement for business
interruption insurance. The lender
has accepted the borrower's current
policy, which has a 90 day extended
period of indemnity with respect to
business interruption coverage.
20 The Lumberyard Shopping
Center The borrower's umbrella insurance
carrier is North River Insurance Co.,
which is rated BBB by S&P and A-:XIII
by A.M. Best.
31 Austell Wal-Mart The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The borrower's
property insurance deductible is
$15,000.
The Mortgage Loan documents require
general liability umbrella coverage
but such requirement has been waived
because the borrower's primary
general liability coverage was deemed
sufficient.
34 Oakleigh Apartments
87 Sevilla Apartments The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The borrower's
property insurance deductible is
$25,000.
00 Xxxxxxxxx XX, XX, MO The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $25,000. The borrower's
property insurance deductibles for
the properties known as Xxxxx Co. and
Workflow Mgmt. are $50,000 and
$100,000, respectively.
42 Stonebridge Apartments The borrower does not have flood
insurance in place. The Mortgage Loan
documents provide that the borrower
has 90 days from the date of closing
to provide the lender with a "Letter
of Map Revision" from FEMA for such
portion of the property that is in a
federally designated flood zone.
55 Plaza Apartments The Mortgage Loan documents require a
six month extended period of
indemnity endorsement for business
interruption insurance. The lender
has accepted the borrower's current
policy, which has a 30 day extended
period of indemnity with respect to
business interruption coverage.
66 Sterling MHP
190 El Xxxxx MHP The borrower was unable to insure the
Mortgaged Property for 100% of the
full insurance replacement cost of
the improvements; the lender accepted
the borrower's insurance policy,
which insures the actual cash value
of the buildings located at the
Mortgaged Property. Any losses
arising from the borrower's inability
to insure the Mortgaged Property for
100% of the full insurance
replacement cost is a recourse
obligation of the guarantor.
70 Brooklyn Apartments The borrower's current insurance
provider does not meet the
requirements for insurer ratings
under the Mortgage Loan documents.
The lender has required the
borrower's "all risk" casualty
insurance policy (i) to be reinsured
by a reinsurance company acceptable
to lender and (ii) to contain a
cut-through endorsement in form and
substance acceptable to lender. Any
losses resulting from the inability
of the borrower's insurance company
(or reinsurance company, to the
extent applicable) to pay in full any
claim is a recourse obligation of the
guarantor.
79 Walgreens-Tarzana The Mortgage Loan documents provide
that the borrower's general liability
insurance policy shall have no
deductible. The lender accepted the
borrower's general liability
insurance policy, which has a $50,000
deductible.
96 Walgreens-Folsom The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The borrower's
general liability insurance
deductible is $50,000.
102 0000 Xxx Xxxxxx
199 1400 Edgewater Apartments The Mortgage Loan documents require
terrorism insurance coverage but the
lender has waived such requirement.
120 Ives Dairy Warehouse
154 The Pointe at Xxxx Bridge
181 Boca Raton Athletic Club The borrower's current policy has an
80% co-insurance clause for property
coverage. The policy's limit exceeds
the required amount by 25%.
000 Xxxxxx Xxxxx The borrower's current policy has a
90% co-insurance clause for property
coverage. The policy's limit exceeds
the required amount by 25%.
141 Walgreens-Long Beach The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The borrower's
general liability insurance
deductible is $50,000.
The borrower is permitted to
self-insure for property coverage. As
long as the borrower meets the
lender's self-insurance criteria, the
borrower is not required to maintain
business interruption/loss of rental
value coverage for the property.
149 FedEx Moline The Mortgage Loan documents provide
that the aggregate deductible per
loss for all insurance policies is
not to exceed $10,000. The lender
approved the tenant's insurance
policy, which has a $2,500,000
deductible for property insurance, a
$500,000 deductible for flood
coverage and a $250,000 deductible
for general liability coverage.
The Mortgage Loan documents also
provide that the insurance policy
covering the Mortgaged Property must
be issued by a carrier that has a
claims paying ability rating of not
less than BBB by S&P or A:VIII by
A.M. Best. One of the tenant's
general liability insurance carriers
(AXA Corporation Solutions) is rated
B++ by S&P and the tenant's other
general liability insurance carrier
(Tiger International Insurance Ltd.)
is not rated by S&P or A.M. Best.
152 1544 Placentia Ave Apts The Mortgaged Property has a probable
maximum loss of 21%. The lender
waived its requirement that the
borrower carry earthquake insurance.
156 Encino Retail
180 Xxxxxxxx XXX
000 Xxxxxxxxx Xxxx
000 Xxxxxxx Xxxxxx Xxxxx
210 1607 Greenfield Apartments The Mortgage Loan documents require
general liability umbrella coverage
but such requirement has been waived
because the borrower's primary
general liability coverage was deemed
sufficient.
160 000 Xxxx Xx
171 Swansonian Apartments
191 Action Apartments
201 Twin Oaks Terrorism insurance is not required
under the Mortgage Loan documents but
the borrower's current insurance
policy has terrorism coverage.
165 Blackstone 222
198 000 Xxxxxxxx Xxx
000 Xxxx Xxxxx Xxxxxx
000 Xxx Xxxx-0000 & 0000 000xx
000 Xxxxxxxx Xxxxx
213 000 Xxxxxxx Xxxxxx
214 Red Curb- 1527 204th
215 Red Curb- 219th
217 Red Curb- 1521 204th
218 0000 Xxxx Xxxxxxxx Xxxxxxxxx Terrorism insurance is not required
under the related Mortgage Loan
documents and has not been obtained.
210 1607 Greenfield Apts The Mortgaged Property has a probable
maximum loss of 22%. The lender
waived its requirement that the
borrower carry earthquake insurance.
211 2517 Santa Fe Industrial The Mortgage Loan documents provide
that the insurance policy covering
the Mortgaged Property must be issued
by a carrier that has a claims paying
ability rating of not less than BBB
by S&P or A:VIII by A.M. Best. The
lender accepted coverage by the
borrower's insurance carrier, which
carrier is not rated by S&P and has a
claims paying ability rating of
A-:VII from A.M. Best.
213 000 Xxxxxxx Xxxxxx The Mortgage Loan documents provide
that the insurance policy covering
the Mortgaged Property must be issued
by a carrier that has a claims paying
ability rating of not less than BBB
by S&P or A:VIII by A.M. Best. The
lender accepted coverage by the
borrower's insurance carrier, which
carrier has a claims paying ability
rating of BBB- from S&P and B++ from
A.M. Best.
Exception to Representation 17: Local Law Compliance
66 Sterling MHP
190 El Xxxxx MHP The Mortgaged Properties are legal
non-conforming due to setback and
density requirements. The related
borrower was unable to obtain law and
ordinance coverage; any losses from
the borrower's failure to obtain law
and ordinance coverage are a recourse
obligation of the guarantor.
000 Xxxxxxx Xxxxxx Apartments
165 Blackstone 222
171 Swansonian Apartments
198 000 Xxxxxxxx Xxx
000 Xxxxxx Xxxxx Xxxxxx
000 Xxxx Xxxx
000 Xxxx Xxxxx Villas
212 Alamitos Plaza The Mortgage Loans are legal
non-conforming due to insufficient
parking; the lender did not require
law and ordinance insurance coverage.
Exceptions to Representation 18: Material Leasehold Estate
28 Residence Inn Carlsbad (iii) A purchaser at the mortgagee's
foreclosure sale or an assignee or
transferee under any assignment or
transfer in lieu of foreclosure is
subject to lessor's approval, which
may be given at lessor's reasonable
discretion.
In connection with a foreclosure, the
lender may, subject to the prior
written approval of the lessor (which
may be withheld, conditioned or
delayed in lessor's reasonable
discretion) transfer the leasehold
interest and leased premises to any
person. Any subsequent transfers
require the prior written consent of
the lessor, which may be withheld in
lessor's sole and absolute
discretion.
Exceptions to Representation 20: Advancement of Funds.
7 Georgia-Alabama Retail
Portfolio The lender, out of its own funds,
paid for the purchase of certain
environmental insurance and funded a
reserve established for the payment
of the renewal premiums for such
insurance. If the reserve is not used
to pay for the renewal premiums for
such insurance, then such funds will
be returned to the lender.
Exceptions to Representation 23: Other Mortgage Liens.
4 Peninsula Xxxxxxx Hills The Mortgage Loan is part of a loan
combination and is
cross-collateralized with a
subordinate B-note, which is outside
the Mortgage Pool.
7 Georgia-Alabama Retail
Portfolio The Mortgage Loan is part of a loan
combination and is
cross-collateralized with a pari
passu A-note and two subordinate
B-notes. The pari passu A-note and
one of the subordinate B-notes are
not included in the Mortgage Pool.
Exceptions to Representation 26: Licenses and Permits.
54 Interlochen Village The borrower does not have
certificates of occupancy for certain
tenants at the Mortgaged Property.
Exceptions to Representation 27: Cross-Collateralization.
4 Peninsula Xxxxxxx Hills The Mortgage Loan is part of a loan
combination and is
cross-collateralized with a
subordinate B-note, which is outside
the Mortgage Pool.
7 Georgia-Alabama Retail
Portfolio The Mortgage Loan is part of a loan
combination and is
cross-collateralized with a pari
passu A-note and two subordinate
B-notes. The pari passu A-note and
one of the subordinate B-notes are
not included in the Mortgage Pool.
Exceptions to Representation 28: Releases of Mortgaged Property.
28 Residence Inn Carlsbad The Mortgage Loan is secured by both
the borrower's leasehold interest and
the ground lessor's fee interest in
the Mortgaged Property. The Mortgage
Loan documents permit the release of
the fee interest subject to the
satisfaction of certain conditions
including: (i) the ground lessor or
any subsequent owner executes
estoppel agreements required by the
lender, (ii) the debt service
coverage ratio ("DSCR") is at least
1.35x (or if a mezzanine loan is in
place, then the DSCR must be at least
1.20x), (iii) the lender has received
all required documentation to
effectuate such release, and (iv) the
sale is an arms-length transaction.
Exception to Representation 31: Fixed Rate Loans
11 Xxxxxxx Park Apartments The Mortgage Loan bears interest at
an increasing rate, as follows:
5.11% from 4/30/07 through 5/7/10;
5.77% from 5/8/10 through and
including the Maturity Date.
191 Action Apartments
198 000 Xxxxxxxx Xxx
210 1607 Greenfield Apts
213 000 Xxxxxxx Xx The Mortgage Loan has a fixed rate of
interest through the 10th year of the
related loan term and thereafter has
a floating rate based on an index
specified in the related note. After
the fixed interest rate period, the
interest rate may be lower than the
initial interest rate.
Exceptions to Representation 34: Due-on Sale.
All Countrywide Mortgage
Loans The Countrywide Mortgage Loan
documents permit, without consent of
the lender, the transfer (i) of more
than 49% of the total direct or
indirect equity interest in the
borrower or any indirect or direct
equity interest that results in a
change of control of the borrower, or
(ii) of all or substantially all of
the Mortgaged Property, in each case,
to another party (the "Transferee
Borrower"), provided that prior to
such sale or transfer certain of the
following conditions are met: (a) the
payment of a transfer fee (in most
cases) by the borrower, (b)
reasonable approval by the lender of
the identity, experience, financial
condition, creditworthiness, single
purpose nature and bankruptcy
remoteness of the Transferee Borrower
and the replacement guarantors and
indemnitors, (c) the delivery of
acceptable documentation as may be
reasonably required by the lender
from the borrower, the Transferee
Borrower, guarantor and the
replacement guarantors and
indemnitors (including, without
limitation, assumption documents),
(d) delivery of the opinion letters
relating to such transfer (including,
without limitation, tax, bankruptcy
and REMIC opinions) in form and
substance reasonably satisfactory to
the lender in the lender's reasonable
discretion, (e) delivery of title
endorsement acceptable to the lender
and (f) payment from the borrower of
all reasonable expenses incurred by
the lender in connection with such
transfer, including, without
limitation, the lender's reasonable
attorneys fees and expenses, all
recording fees, and all fees payable
to the Title Company for the delivery
to lender of title endorsements. With
respect to certain of the Countrywide
Mortgage Loans, the Mortgage Loan
documents permit, without consent,
transfers (w) that result in no
change in the managerial control of
the borrower, (x) among existing
principals, even if there is a change
in control, (y) that accommodate a
1031 exchange or reverse 1031 or (z)
with respect to Mortgage Loans to
tenant-in-common borrowers, transfers
among and to additional
tenant-in-common borrowers.
In addition the Countrywide Mortgage
Loan documents generally provide that
in determining whether the transfer
of equity interests in the borrower
is a permitted transfer not requiring
the lender's prior consent, such
determination is made by looking to
transfers of "direct or indirect",
"legal or beneficial equity
interests" (rather than solely a
direct equity transfer in the
borrower resulting in a change of
control under this Representation)
and limits such transfers to an
aggregate 49% interest that does not
result in a change of control of the
borrower. Also, the Countrywide
Mortgage Loan documents permit
transfers of non-material leases or
material leases that are approved by
lender. With respect to any borrower
that is not a single purpose entity,
such borrower and/or its direct or
indirect owners may not be prohibited
from incurring other debt.
4 Peninsula Xxxxxxx Hills The Mortgage Loan documents permit
the transfer of equity interests in
Peninsula Xxxxxxx Xxxx Holdings, LLC,
707, LLC and Belvedere America, LLC
between Peninsula Xxxxxxx Hills,
Inc., 707, a California limited
partnership and Belvedere American
Corporation (a "Buy-Out Transfer").
If such transfer is not otherwise
permitted under the Mortgage Loan
documents, then the borrower, at its
sole cost and expense, must deliver
to the lender (i) an updated
substantive non-consolidation opinion
in form and substance acceptable to
lender and any Rating Agency and (ii)
a Rating Agency Confirmation
(reflecting both the Buy-Out Transfer
and any replacement guarantor, if
any).
In addition, if, after giving effect
to any transfer, The Hong Kong and
Shanghai Hotels, Limited, Peninsula
International (USA) or any affiliate
of either entity directly or
indirectly owns more than 49% of the
borrower, then the borrower shall,
prior to such transfer, provide an
agreement, which states that upon an
event of default under the Mortgage
Loan documents or a default by the
property manager under the management
agreement, the lender shall the right
to terminate the management
agreement.
11 Xxxxxxx Park Apartments The Mortgage Loan documents permit
transfers by any individual borrower
(a "TIC Transferor") of all or a
portion of its tenancy-in-common
interest in the Mortgaged Property to
another party (a "TIC Transferee").
The TIC Transferee must be (i) an
"accredited investor" (as defined
under Regulation D promulgated under
the Securities Act of 1933, as
amended) and (ii) a Delaware limited
liability company. The identity,
financial condition,
creditworthiness, single purpose
nature and bankruptcy remoteness of
the TIC Transferee must be reasonably
satisfactory to lender.
000 Xxxxxxxx Xxxxxxxxxxx The Mortgage Loan documents permit
the borrower to change its name to
Xxxxxxxx Marketplace LLC provided
such borrower delivers written notice
to the lender, submits a replacement
UCC to be filed with the California
Secretary of State's Office with the
borrower's new name and applicable
filing and provides any other
documentation and recording or filing
fees required by the lender.
For a list of Mortgage Loans with existing related mezzanine debt, see attached
Schedule B.
For a list of Mortgage Loans that permit mezzanine debt in the future, see
attached Schedule C.
The following Mortgage Loans documents permit secured subordinate debt:
00 Xxxxx Xxxxx Xxxxxxxx Xxxxxx The Mortgage Loan documents permit
the borrower to incur secured
subordinate debt from 12 months after
the loan closing until 24 months
prior to the loan maturity date
subject to the satisfaction of
certain conditions including: (i) the
aggregate loan-to-value ("LTV") ratio
does not exceed 80%, (ii) the
aggregate debt service coverage ratio
("DSCR") is at least 1.20x, and (iii)
delivery of a subordination and
standstill agreement. The lender has
a right of first refusal to provide
such secured subordinate debt.
68 Edge Lake Apartments The Mortgage Loan documents permit
the borrower to incur secured
subordinate debt from 12 months after
the loan closing until 24 months
prior to the loan maturity date
subject to the satisfaction of
certain conditions including: (i) the
aggregate LTV ratio does not exceed
80%, (ii) the aggregate DSCR is at
least 1.10x and (iii) delivery of a
subordination and standstill
agreement.
78 Douglasville Day Center The Mortgage Loan documents permit
the borrower to incur secured
subordinate debt two years after the
securitization closing date subject
to satisfaction of certain conditions
including: (i) the aggregate LTV does
not exceed 75%, (ii) the aggregate
DSCR is at least 1.25x (1.15x on a
9.25% constant) and (iii) delivery of
an acceptable intercreditor
agreement.
171 Swansonian Apartments The Mortgage Loan documents permit
the borrower to incur secured
subordinate debt subject to the
satisfaction of certain conditions
including: (i) the aggregate LTV does
not exceed 80%, (ii) the aggregate
DSCR is at least 1.20x and (iii)
delivery of an acceptable
subordination and standstill
agreement.
173 0000 Xxxxx Xxx Industrial The Mortgage Loan documents permit
the borrower to incur secured
subordinate debt six months after the
loan closing subject to the
satisfaction of certain conditions
including: (i) the aggregate LTV does
not exceed 75%, (ii) the aggregate
DSCR is at least 1.25x and (iii)
delivery of a subordination and
standstill agreement.
The following Mortgage Loan documents permit unsecured subordinate debt
(excluding such debt that is permitted in the ordinary course of business):
42 Stonebridge Apartments The Mortgage Loan documents permit
the borrower to incur unsecured
subordinate debt from its affiliates
in an amount not to exceed the lesser
of (x) $660,000 and (y) 5% of the
loan amount. Any such unsecured
subordinate debt incurred will be
subject to a subordination and
standstill agreement.
93 JoAnn's Center The Mortgage Loan documents permit
the borrower to incur unsecured
subordinate debt from one or more of
its direct or indirect owners in an
amount not to exceed $175,000 and
such debt will be subject to a
subordination and standstill
agreement.
Exception to Representation 35: Single Purpose Entity.
00 Xxxxxxx Xxxxxx Apartments The borrower is not a single purpose
entity.
Exception to Representation 37: Tax Parcels.
183 Apublix Self Storage
000 Xxxxxxx Xxxxxx Xxxxx The borrower has agreed to obtain a
separate tax parcel for the Mortgaged
Property on or before December 31,
2007. The borrower is currently
escrowing tax payments due for the
entire tax parcel with the lender.
Exceptions to Representation 43: Recourse.
11 Xxxxxxx Park Apartments Each tenant-in-common co-borrower and
related guarantor has several
liability for the non-recourse
carve-out provisions.
Exceptions to Representation 45: Fee Simple Interest.
Various Certain Countrywide Loans With respect to any Mortgage Loan in
which the interest encumbered under
the Mortgage is the overlapping fee
and leasehold interest in the entire
Mortgaged Property (and as such,
treated as a fee interest in the
Mortgaged Property), such Mortgage
Loan is not the subject of
representation 18 and such Mortgage
Loan is not being listed here as an
exception to this representation 45.
Exception to Representation 47: Operating Statements.
000 Xxxxxxx Xx Apts The borrower is not required to
submit quarterly operating statements
and rent rolls.
000 Xxxxxxxx Xxxxx Inline Retail The borrower is only required to
provide annual operating statements
and rent rolls.
Schedule A
List of Mortgage Loans with Terrorism Insurance Premium Caps
Terrorism Insurance
Annex A-1 ID # Mortgage Loan Premium Cap
-------------- ---------------------------------------- --------------------
4 Peninsula Xxxxxxx Hills $325,000
Xxxx Portfolio:
9 Park at Lakeside $75,000
00 Xxxxxxxxx Xxxxxx $25,000
12 Skyline Village MHP $7,000
00 Xxxxxx Xxxx Xxxxx Xxxxxxxx $62,000
20 The Lumberyard Shopping Center $16,000
00 Xxxxxxxxxx Xxx Apartments $56,000
26 Acworth Crossing Shopping Center $22,500
31 Austell Walmart $45,000
00 Xxxxx Xxxxx Plaza $28,000
34 Oakleigh Apartments $30,000
38 HCP Tranche II $30,000
00 Xxxxxxxxx XX, XX, XX (Workflow property) $7,000
00 Xxxxxxxxxx Xxxxx Required to be
maintained provided
available at
commercially
reasonable rates.
49 Mapleridge Shopping Center $24,000
52 201 Xxxxxxxxxxxx Lofts $16,000
54 Interlochen Village Required to be
maintained provided
available at
commercially
reasonable rates.
55 Plaza Apartments $30,000
57 Eagles Landing Apartments $26,000
78 Douglasville Day Center $6,500
79 Walgreens-Tarzana $10,000
91 Raleigh Eastgate Shopping Center $10,000
00 Xxxxxxxxx Xxxxx
000 Xxxxxxx Xxxxxxxxxx-Xxxxxx Xxxx $12,000
106 CitiCentre Office Building $11,500
111 Best Buy $12,000
120 Ives Dairy Warehouse $6,000
131 Security Storage-North Macarthur $4,750
000 Xxxxxx Xxxxx $2,600
145 Lakepointe Office $6,500
150 Security Storage-Xxxxxx $5,250
158 Security Storage-South Penn $4,200
163 Security Storage-Xxxxxx $4,800
166 Security Storage-Memorial at Santa Fe $5,000
167 Security Storage-North Penn $5,000
174 Riverdale Retail $2,500
185 Xxxxxxx Mobile Manor $4,500
000 Xxxxxxx Xxxxxxx Shopping Center $1,200
202 Xxxxxxx Medical Office $2,600
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxx X
List of Mortgage Loans with related existing Mezzanine Debt
Original
Annex A-1 Mezzanine Debt Intercreditor Agreement
ID # Mortgaged Property Name Balance (Yes or No)
--------- ----------------------- -------------- -----------------------
55 Plaza Apartments $1,380,000 Yes
70 Brooklyn Apartments $340,000 Yes
00 Xxxxxxxxxxx Xxxx Xxxxxx $580,000 Yes
Schedule C
List of Mortgage Loans that permit future Mezzanine Debt
Intercreditor
Annex A-1 Maximum Agreement
ID# Mortgaged Property LTV Ratio Minimum DSCR (Yes or No)
--------- ----------------------------------- --------- ---------------- -------------
4 Peninsula Xxxxxxx Hills(1) 80% 1.15x (actual) Yes
1.00x (stressed)
13 Hilltop Plaza(8) 80% 1.20x (actual) Yes
.90x (stressed)
00 Xxxxx Xxxxx Business Center(2) 80% 1.20x Yes
28 Residence Inn Carlsbad 80% 1.20x (actual) Yes
.90x (stressed)
32 Edgewater in Denver 80% 1.20x (actual) Yes
.90x (stressed)
34 Oakleigh Apartments(3) 85% 1.10x Yes
00 Xxxxxx Xxxx xx Xxxxxx Xxxx 85% 1.07x Yes
44 Celebration at Six Forks(4) 90% 1.10x Yes
46 Alexander Village at Brier Creek(4) 90% 1.10x Yes
56 PKL Multifamily Portfolio 90% --- Yes
68 Edge Lake Apartments(2) 80% 1.10x Yes
91 Raleigh Eastgate Shopping Center(4) 90% 1.10x Yes
95 Grandview Plaza(5) 80% (6) Yes
100 HK Systems(9) 80% 1.15x Yes
113 000 Xxxxxxxxx Xxxxx 85% 1.07x Yes
117 PKL Commercial Portfolio 90% --- Yes
000 Xxxxxx Xxxxxx Retail 80% 1.15x Yes
122 Xxxx Drug- Durham 90% 1.05x Yes
124 Xxxx Drug-Hillsborough 90% 1.05x Yes
138 2247 North Milwaukee(7) 80% 1.20x Yes
149 FedEx Moline 85% 1.05x Yes
179 Petco-Modesto 80% 1.15x Yes
000 Xxxxxxx Xxxxxx Apartments(4) 75% 1.20x (actual) Yes
1.00x (stressed)
----------
(1) Not permitted to be incurred until 24 months after the securitization
closing date.
(2) Not permitted to be incurred in the first 12 months of the related loan
closing or in the 24 months prior to the loan maturity date.
(3) Not permitted to be incurred in the first 18 months of the related loan
closing.
(4) Not permitted to be incurred in the first 24 months of the related loan
closing.
(5) Not permitted to be incurred in the first 36 months of the related loan
closing.
(6) The DSCR must be equal to or greater than the DSCR at closing.
(7) The permitted mezzanine indebtedness when aggregated with permitted
unsecured debt for trade payables may not exceed two percent of the loan amount.
(8) Not permitted to be incurred until 24 months after the related loan closing
and only in connection with the transfer of property and assumption of the loan
pursuant to the related loan agreement.
(9) The maximum LTV ratio and minimum DSCR are after a transfer of the related
mortgaged property. The maximum LTV ratio and minimum DSCR permitted prior to
such transfer are 90% and 1.07x, respectively.
Annex B (to Schedule I)
Mortgaged Properties as to Which the Only Environmental Investigations Conducted
in Connection with the Origination of the Related Mortgage Loan Were With
Respect to Asbestos-Containing Materials and Lead-Based Paint.
(Representation 12)
None.
Annex C (to Schedule I)
Mortgage Loans Covered By Secured Creditor
Environmental Insurance Policies
(Representations 12 and 49)
None.
SCHEDULE II
Mortgage Loan Schedule
Loan # Loan Group Property Name Loan / Property Originator
------ ---------- ------------------------------------------------ --------------- ----------
4 1 Peninsula Xxxxxxx Hills Loan CRF
7 1 The Georgia-Alabama Retail Portfolio Loan CRF
7.01 1 Metro Atlanta Comm Prop 8115 Property CRF
7.02 0 Xxxxxxx Xxxx Center Property CRF
7.03 1 Stone Mill Center Property CRF
7.04 1 Bouldercrest & 285 Property CRF
7.05 1 South Peachtree Center Property CRF
7.06 1 Xxxxxx Mill Center Property CRF
7.07 1 Skyview Center Property CRF
7.08 1 Six Flags Center Property CRF
7.09 1 Sylvan Property Property CRF
7.1 1 Flat Shoals Convenience Center Property CRF
7.11 0 Xxxxx Xxxxxxx Xxxxxx Property CRF
7.12 0 Xxxxx Xxxx & Xxxxxxx 000 Property CRF
7.13 1 Metro Atlanta Comm Prop 8159 Property CRF
7.14 1 Excell In 11 Property CRF
7.15 1 Hall Creek Center Property CRF
7.16 1 Annistown Center Property CRF
7.17 1 Xxxxxx Center Property CRF
7.18 1 Burnt Hickory Center Property CRF
7.19 1 Xxxxxx Center Property CRF
7.2 1 Excell In 14 Property CRF
7.21 0 Xxxxx Xxxxxx Xxxxxx Property CRF
7.22 0 Xxxxxxx 000 Xxxxxx Property CRF
7.23 1 Xxxxxx Chapel Center Property CRF
7.24 1 Excell In 16 Property CRF
7.25 0 Xxxx Xxxxxx Center Property CRF
7.26 1 Snapfinger Center Property CRF
7.27 1 Excell In 05 Property CRF
7.28 1 Xxxxxxx Xxxx Center Property CRF
7.29 1 Excell Out Town Properties Property CRF
7.3 1 Excell Out Town Properties Property CRF
7.31 1 Excell Out Town Properties Property CRF
7.32 1 Lakeridge Village Center Property CRF
7.33 1 Locust Grove Center Property CRF
7.34 1 Big A Center Property CRF
7.35 1 Highway 369 Center Property CRF
7.36 1 Excell In 07 Property CRF
7.37 1 Excell In 10 Property CRF
7.38 1 Excell In 12 Property CRF
7.39 1 Excell In 15 Property CRF
7.4 1 Noah's Ark Property CRF
7.41 0 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx XXX
0.00 0 Xxxxx Xxxxxxx Comm Prop 0040 Property CRF
7.43 1 North Georgia Comm Prop 0042 Property CRF
7.44 1 North Georgia Comm Prop 0039 Property CRF
7.45 1 North Georgia Comm Prop 0022 Property CRF
7.46 1 Excell In 03 Property CRF
7.47 1 Excell In 04 Property CRF
7.48 1 Mount Xxxxxx Property CRF
7.49 1 North Georgia Comm Prop 0029 Property CRF
7.5 1 Excell Out Town Properties Property CRF
7.51 1 Northwest Georgia Comm Prop 8769 Property CRF
7.52 1 Metro Atlanta Comm Prop 8165 Property CRF
7.53 1 Excell In 09 Property CRF
7.54 1 Metro Atlanta Comm Prop 8102 Property CRF
7.55 1 Metro Atlanta Comm Prop 0518 Property CRF
7.56 1 Northwest Georgia Comm Prop 8754 Property CRF
7.57 1 Excell In 13 Property CRF
7.58 1 Excell In 08 Property CRF
7.59 0 Xxxxxxxxx Xxxxxx Center Property CRF
7.6 1 Northwest Georgia Comm Prop 0058 Property CRF
7.61 1 Northwest Georgia Comm Prop 0051 Property CRF
7.62 1 Northwest Georgia Comm Prop 8785 Property CRF
2 Xxxx Apartment Portfolio Crossed CRF
9 2 Park at Lakeside Apartments Loan CRF
10 2 Evergreen Pointe Apartments Loan CRF
11 2 Xxxxxxx Park Apartments Loan CRF
12 2 Skyline Village MHP Loan CRF
13 1 Hilltop Plaza Loan CRF
15 1 Pride Drive Business Center Loan CRF
18 1 DoubleTree Grand Junction Loan CRF
19 2 Xxxxxxxx Park Apartments Homes Loan CRF
20 1 The Lumberyard Shopping Center Loan CRF
21 2 Summer Crest Apartments Loan CRF
23 2 Xxxxxxxxxx Way Apartments Loan CRF
26 1 Acworth Crossing Shopping Center Loan CRF
28 1 Residence Inn Carlsbad Loan CRF
31 1 Austell Wal-Mart Loan CRF
32 1 Edgewater in Denver Loan CRF
33 1 South Hills Plaza Loan CRF
34 2 Oakleigh Apartments Loan CRF
37 1 Legacy Oaks at Spring Hill Loan CRF
38 1 HCP Tranche II Loan CRF
38.01 1 Xxxxxx LTAC Property CRF
38.02 1 Southlake - Baylor Family Health Center Property CRF
39 1 Gladstone WI, NC, MO Loan CRF
39.01 1 Xxxxx Co Property CRF
39.02 1 Elster Electricity Property CRF
39.03 1 Workflow Mgmt Property CRF
42 2 Stonebridge Apartments Loan CRF
43 1 Southridge Plaza Loan CRF
44 1 Celebration at Six Forks Loan CRF
45 2 Chadron Avenue Apartments Loan CRF
46 1 Alexander Village at Brier Creek Loan CRF
47 1 Hilton Garden Inn - Columbus Loan CRF
48 1 Portland Harbor Hotel Loan CRF
49 1 Mapleridge Shopping Center Loan CRF
52 2 201 Xxxxxxxxxxxx Lofts Loan CRF
53 1 Xxxx Portfolio Loan CRF
53.01 1 00000 Xxxxxxxxx Xxxxxxx Property CRF
53.02 1 0000 X Xxx Xxxx Xxxxxxxxx Property CRF
53.03 1 4245 South Xxxxxx Property CRF
53.04 1 0000 XX 0000 Property CRF
53.05 1 0000 Xxxxxxxx Xx Property CRF
54 1 Interlochen Village Loan CRF
55 2 Plaza Apartments Loan CRF
56 2 PKL Multifamily Portfolio Loan CRF
56.01 2 Heritage Park Apartments Property CRF
56.02 2 North Road Townhomes Property CRF
56.03 2 Countryshire Townhomes Property CRF
56.04 2 Crystal Commons Property CRF
56.05 2 Heritage Park Townhomes Property CRF
57 2 Eagles Landing Apartments Loan CRF
58 1 Calabasas Self Storage Loan CRF
65 0 Xxxx Xxxxxx Xxxxxx Loan CRF
66 2 Sterling MHP Loan CRF
67 1 Xxxxxx Industrial Loan CRF
68 2 Edge Lake Apartments Loan CRF
69 1 Holiday Inn Buffalo Niagra International Airport Loan CRF
70 2 Brooklyn Apartments Loan CRF
73 1 Bank of Xxxxxxx Tower Loan CRF
75 2 Airway MHP Loan CRF
77 1 Storage 2000 - Xxxxxxxx Loan CRF
78 1 Douglasville Day Center Loan CRF
79 1 Walgreens - Tarzana Loan CRF
80 1 Bandera Trails Center Loan CRF
81 2 Bennington Xxxxx Apartments Loan CRF
83 1 Madison Self Storage Brookhaven Loan CRF
84 1 Storage 2000 - Spotsylvania Loan CRF
86 1 Xxxxxx Xxxx Building Loan CRF
87 2 Sevilla Apartments Loan CRF
88 2 Pine Court Apartments III Loan CRF
89 1 Mooresville Town Square Loan CRF
90 1 Piano Works Building Loan CRF
91 1 Raleigh Eastgate Shopping Center Loan CRF
93 1 JoAnn's Center Loan CRF
94 1 Staybridge Suites - Brownsville Loan CRF
95 1 Grandview Plaza Loan CRF
96 1 Walgreens - Folsom Loan CRF
100 1 HK Systems Loan CRF
101 1 Pomona Shopping Center Loan CRF
102 2 0000 Xxx Xxxxxx Loan CRF
103 2 Regency Apartments - Xxxxxx City Loan CRF
104 1 Sequoia Plaza Simi Valley Loan CRF
105 2 Turtle Cove Apartments Loan CRF
106 1 CitiCentre Office Building Loan CRF
107 1 School Street Retail Loan CRF
108 1 221 North Brand Boulevard Loan CRF
109 1 535 X. Xxxxxx Loan CRF
110 2 Emerick Manor Apartments Loan CRF
111 1 Best Buy Loan CRF
112 0 Xxxx Xxxxxx Retail Loan CRF
112.01 1 0000 Xxxx Xxxxxx Retail Property CRF
112.02 1 00000 Xxxx Xxxx. Property CRF
112.03 1 0000 Xxxx Xxxxxx Retail Property CRF
113 1 000 Xxxxxxxxx Xxxxx Loan CRF
115 2 Hunter's Ridge Apts Loan CRF
116 1 Fairfield Inn Charlotte Loan CRF
117 1 PKL Commercial Portfolio Loan CRF
117.01 1 Crystal Commons Office Property CRF
117.02 1 1901 Lac Deville Boulevard Property CRF
117.03 1 2101 Lac Deville Boulevard Property CRF
117.04 1 000 Xxxxxx Xxxxxx Property CRF
119 1 Whitemarsh Center Loan CRF
120 1 Ives Dairy Warehouse Loan CRF
000 0 Xxxxxx Xxxxxx Retail Loan XXX
000 0 Xxxx Xxxx - Xxxxxx Loan CRF
000 0 Xxxxx Xxxx Retail Loan CRF
124 1 Xxxx Drug - Hillsborough Loan CRF
128 1 Xxxxxxxx Marketplace Loan CRF
129 1 0000 Xxxxx Xxxxxxxx Xx. Retail Loan CRF
131 1 Security Storage - North MacArthur Loan CRF
132 1 Storage 2000 - Xxxxx Loan XXX
000 0 Xxxxxx Xxxxx Loan CRF
135 1 Shops at Vista del Bosque Loan CRF
136 1 Xxxxxx Plaza Loan CRF
137 1 Xxxxxxx St Apts Loan CRF
138 1 2247 North Milwaukee Loan XXX
000 0 Xxxxxxxxx - Xxxx Xxxxx Loan CRF
142 1 0000 Xxxxxxx Xxx Retail Loan CRF
143 1 Bissonnet Retail Center Loan CRF
145 1 Lakepointe Office Loan CRF
147 1 7401 Xxxx Lake Road Loan CRF
149 1 FedEx Moline Loan CRF
150 1 Security Storage - Xxxxxx Loan CRF
000 0 Xxxxxxx Xxxxxx Apartments Loan CRF
152 2 1544 Placentia Ave. Apts. Loan CRF
154 1 The Pointe at Xxxx Bridge Loan CRF
155 1 Shops at Airport Freeway Loan CRF
156 1 Encino Retail Loan CRF
158 1 Security Storage -South Penn Loan CRF
159 2 South Land Park Apts Loan CRF
160 2 586 Xxxx St. Loan CRF
161 1 7111 & 0000 Xxxxxxx Xxx. Loan CRF
163 1 Security Storage - Xxxxxx Loan CRF
164 1 2400 Bissonnet Loan CRF
165 2 Blackstone 222 Loan CRF
166 1 Security Storage - Memorial @ Santa Fe Loan CRF
167 1 Security Storage - North Penn Loan CRF
168 1 Townsgate Shopping Center Loan XXX
000 0 Xxxxxxxxxx Xxxxx Retail Loan CRF
170 1 Silverado Ranch Retail Loan CRF
171 2 Swansonian Apartments Loan CRF
172 1 Pinnacle Park Plaza Loan CRF
173 1 0000 Xxxxx Xxx Industrial Loan CRF
174 1 Riverdale Retail Loan CRF
175 1 Xxxxxx Commons Retail Loan CRF
176 1 Lowes Ground Lease Loan CRF
177 1 Cobblestone Square Loan CRF
178 1 Kimmel Shoppes Loan CRF
179 1 PetCo - Modesto Loan CRF
180 2 Skyridge MHP Loan CRF
181 1 Boca Raton Athletic Club Plaza Loan CRF
182 1 Commerce Park Center Loan CRF
183 1 Apublix Self Storage Loan CRF
184 1 Winder Georgia Retail Loan CRF
185 2 Xxxxxxx Mobile Manor Loan CRF
187 1 Jewel Plaza Loan CRF
188 1 Midtown Phoenix Shopping Center Loan CRF
189 1 0000 Xxxxxxxx Xxxx Retail Loan CRF
190 2 El Xxxxx MCH Loan CRF
191 1 Action Apartments Loan CRF
192 1 Trenton Crossroads Loan CRF
193 2 Saticoy Street Apartments Loan CRF
194 1 000 Xxxx Xxxx Xx Xxxxxx Loan CRF
195 1 Machesney Park Loan CRF
196 1 Xxxxxx Parkway Office Loan CRF
197 2 Marengo Apartments Loan CRF
198 2 000 Xxxxxxxx Xxx. Loan CRF
199 1 1400 Edgewater Apartments Loan CRF
200 1 Xxxxxx Plaza Conroe Loan CRF
201 2 Twin Oaks Loan CRF
202 1 Xxxxxxx Medical Office Loan CRF
203 2 Bear Creek Villas Loan CRF
204 1 State Farm Building Loan CRF
205 1 Gateway Office Plaza Loan CRF
206 1 Crossover Mini Storage Loan CRF
207 1 Xxxxxxxx Creek Inline Retail Loan XXX
000 0 Xxxxxxxxxxx Xxxxxxxx Xxxx Loan CRF
209 2 Red Curb - 1558 & 1643 206th Loan CRF
210 2 1607 Greenfield Apts Loan CRF
211 1 2517 Santa Fe Industrial Loan CRF
212 1 Alamitos Plaza Loan CRF
213 2 000 Xxxxxxx Xxxxxx Loan CRF
214 2 Red Curb - 1527 204th Loan CRF
215 2 Red Curb - 219th Loan CRF
216 2 Batavia Apartments Loan CRF
217 2 Red Curb - 1531 204th Loan CRF
218 2 0000 Xxxx Xxxxxxxx Xxxxxxxxx Loan CRF
Property
Loan # Type Street Address City
------ -------------------- ------------------------------------------------------------ --------------------
4 Hospitality 9882 Santa Xxxxxx Boulevard Xxxxxxx Hills
7 Retail Various Various
7.01 Retail 000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxx
7.02 Retail 0000 Xxxxxxx Xxxx Marietta
7.03 Retail 0000 Xxxxxxx 00 Xxxxxxxxxxxx
7.04 Retail 0000 Xxxxxxxxxxxx Xxxx Xxxxxxx
7.05 Retail 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Norcross
7.06 Retail 000 Xxxxxx Xxxx Xxxx Xxxxxxxxx
7.07 Retail 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxx
7.08 Retail 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx
7.09 Retail 000 Xxxxxxxxx Xxxx Xxxx Xxxxx
7.1 Retail 0000 Xxxx Xxxxxx Xxxx Xxxxx Xxxx
7.11 Retail 0000 Xxxxxxx 00 Xxxxx Xxxxxxx Xxxx
7.12 Retail 0000 Xxxxx Xxxx Xxxx Xxxxxxxxxxx
7.13 Retail 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx
7.14 Retail 0000 Xxxxxxx Xxxx Xxxxxxx
7.15 Retail 5775 Xxxx Xxxxxx Boulevard Flowery Branch
7.16 Retail 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx
7.17 Retail 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx
7.18 Retail 0000 Xxxxxxx 00 (Xxxxxxxx) Xxxxxxxxxxxx
7.19 Retail 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
7.2 Retail 000 Xxxxxxxxx Xxxxx Xxxxxxx
7.21 Retail 0000 Xxxxx Xxxxxx Xxxx Xxxxxxx
7.22 Retail 000 Xxxxxxxx Xxxxxxx Xxxxxx
0.00 Retail 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx
7.24 Retail 000 Xxxxxxxxxx Xxxxxx Xxxxxxx
7.25 Retail 000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx
7.26 Retail 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx
7.27 Retail 0000 Xxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxx
7.28 Retail 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxxxx
7.29 Retail 0000 Xxxx Xxxx Xxxxxx Dothan
7.3 Retail 0000 Xxxx Xxxxx Xxxxxx Dothan
7.31 Retail 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxxx
7.32 Retail 0000 Xxxxxxx 000 Xxxxxxxxx
7.33 Retail 0000 Xxxxxxx 00 Xxxxxx Xxxxx
7.34 Retail 0000 Xxxxxxx 0 Xxxxxxxxxxxx
7.35 Retail 0000 Xxxxxx Xxxxxx Xxxx Cumming
7.36 Retail 0000 Xxxxxx Xxxxx Xxxxxxx
7.37 Retail 0000 Xxxx Xxxx Xxxxxxxx
7.38 Retail 000 Xxxxxxxx X Xxxxxx Xxxxxxx
7.39 Retail 000 Xxxx Xxxxxxx Marietta
7.4 Retail 0000 Xxxx'x Xxx Xxxx Xxxxxxxxx
7.41 Retail 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
7.42 Retail 000 Xxxxx Xxxxxxx 000 Cumming
7.43 Retail 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx
7.44 Retail 0000 Xxxxxxxxxx Xxxxxxx Canton
7.45 Retail 0000 Xxxxxx Xxxxxxx Ball Ground
7.46 Retail 000 Xxxxxxx Xxxxxxx Kennesaw
7.47 Retail 0000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxx
7.48 Retail 0000 Xx. Xxxxxx Xxxx Gainesville
7.49 Retail 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx
7.5 Retail 000 Xxxx Xxxxxxx Xxxxxx Dublin
7.51 Retail 0000 Xxxxxxxxxxx Xxxxxxx Ringgold
7.52 Retail 0000 Xxxxxx Xxxxx Xxxx Marietta
7.53 Retail 000 Xxxxxx X Xxxxxx Xxxxxxxxx Xxxxxxx
7.54 Retail 0000 Xxxxx Xxxxxxxxx Xxxx Chamblee
7.55 Retail 000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx
7.56 Retail 000 Xxxxxx XxXxxx Xxxxxxxxx Rome
7.57 Retail 0000 Xxxxx Xx Xxxx Xxxxxxx
7.58 Retail 000 Xxxxxxxx Xxxxxx Xxxxxxx
7.59 Retail 0000 Xxxxxxxxx Xxxxxx Austell
7.6 Retail 0000 Xxxxxxx 000 Xxxxxxxxx White
7.61 Retail 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx
7.62 Retail 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx
Multifamily Various Houston
9 Multifamily 00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
10 Multifamily 0000 Xxxxxxxx Xxxxx Xxxxxxx
11 Multifamily 4701 & 0000 Xxxxxxxxx Xxxx Xxxxxx
12 Manufactured Housing 0000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Heights
13 Retail 0000-0000 Xxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxx
15 Industrial 000-000 Xxxxx Xxxxx Xxxxxxx
18 Hospitality 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxx
19 Multifamily 0000 Xxxxxxxx Xxxxx Bowling Green
20 Retail 701-1031 Xxxxx Xxxxx Xxxxxxx 000 Encinitas
21 Multifamily 00 Xxxxxxxxx Xxx Xxxxxxxxxx
23 Multifamily 000 Xxxxxxxxxx Xxx Xxxxxxxx
26 Retail 0000 Xxxx Xxxxxxx XX Acworth
28 Hospitality 0000 Xxxxxxx Xxxxxx Carlsbad
31 Retail 1133 East West Connector Austell
32 Retail 1711, 1725, 1901, 1911 & 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
33 Retail 1410-1432 Azusa Avenue West Covina
34 Multifamily 00000 Xxxxxxx Xxxx Xxxxx Xxxxx
37 Multifamily 000 Xx Xxx Xxxxx Mobile
38 Office Various Various
38.01 Office 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx
38.02 Office 000 Xxxx Xxxxxxxxx Xxxxxxxxx Southlake
39 Industrial Various Various
39.01 Industrial X00X00000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx
39.02 Industrial 000 Xxxxx Xxxxxx Xxxx Raleigh
39.03 Industrial 0000 Xxxxxx Xxxxxxx Hazelwood
42 Multifamily 0000 Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx
43 Retail 000 Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxx
44 Retail 0000 Xxx Xxxxx Xxxx Raleigh
45 Multifamily 14030 & 00000 Xxxxxxx Xxxxxx Xxxxxxxxx
46 Retail 0000 Xxxxxxxxx Xxxxx Durham
47 Hospitality 0000 Xxxxxxxxx Xxxxx Xxxx Columbus
48 Hospitality 000 Xxxx Xxxxxx Xxxxxxxx
49 Retail 2501-2515 White Bear Avenue Maplewood
52 Multifamily 000 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxx Xxxxxxx
53 Various Various Various
53.01 Retail 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxx
53.02 Retail 0000 Xxxx Xxx Xxxx Xxxxxxxxx Xxxxxxx
53.03 Retail 0000 Xxxxx Xxxxxx Xxxxxxxxx
53.04 Retail 0000 XX 0000 Xxxxxxx
53.05 Industrial 0000 Xxxxxxxx Xxxxx Xxxxxxx
54 Retail 0000 Xxxxxxxxx Xxxxxxx Norcross
55 Multifamily 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxxx
56 Multifamily Various Various
56.01 Multifamily 0000-0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxx
56.02 Multifamily 000-000 Xxxxx Xxxx Xxxxxxxxxxx
56.03 Multifamily 00-00 Xxxxxxx Xxxxxx Ogden
56.04 Multifamily 00-00 Xxxxxxx Xxxxxxx Xxxxx Xxxxx
56.05 Multifamily 0000-0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxx
57 Multifamily 00000 Xxxxx Xxxxxx Xxxxxxx
58 Self Storage 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx
65 Retail 3416, 3426, 3428, 3436, 3448 and 0000 Xxxx Xxxxxx Xxxx Antioch
66 Manufactured Housing 0 Xxxxxx Xxxxxxxxx Xxxxxxxx
67 Industrial 45,47, & 00 Xxxxxxxxxxxx Xxxxx and 52 & 00 Xxxxxxx Xxxx Xxxx Xxxxx and Derry
68 Multifamily 0000 XXXX Xxxx 1 Seabrook
69 Hospitality 0000 Xxxxxxx Xxxxxx Cheektowaga
70 Multifamily 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx
73 Office 2722 Colby Avenue Everett
75 Manufactured Housing 0000 Xxxxx Xxxxxx Xxxxxx Oak Lawn
77 Self Storage 000 Xxxxxxxxxxxxx Xxxx Stafford
78 Retail 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxxxx
79 Retail 00000 Xxxxxxx Xxxxxxxxx Tarzana
80 Retail 11868 Bandera Road San Antonio
81 Multifamily 200 Spartacus Court Xxxx
83 Self Storage 0000 Xxxxxxxxx Xxxx Xxxxxxxx
84 Self Storage 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxxxx
86 Office 0000 Xxxxx Xxxx Xxxx Xxxxxxx
87 Multifamily 0000 Xxxxxxxx Xxxxx College Station
88 Multifamily 000-000 Xxxx Xxxx Xxxxxx Xxxxxxxx
89 Retail 000-000 Xxxxxxxxxx Xx. Xxxxxxxxxxx
90 Mixed Use 333 and 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx
91 Retail 0000 Xxxx Xxxxxx Xxxx Raleigh
93 Retail 7225 & 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxx
94 Hospitality 2900 Xxxxx Xxxxx Boulevard Brownsville
95 Retail 0000-0000 Xxxx Xxxxxxxxx Xxxx Glendale
96 Retail 0000 Xxxxx Xxxxxx Folsom
100 Industrial 000 Xxxxx 0000 Xxxx Xxxx Xxxx Xxxx
101 Retail 2218 - 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx
102 Multifamily 0000 Xxx Xxxxxx Xxxxxxxx
103 Multifamily 0000 Xxxxxxx Xxxx Xxxxxx Xxxx
104 Retail 0000-0000 Xxxxxxx Xxxxxx Simi Valley
105 Multifamily 0000 Xxxxx 0xx Xxxxxx Xxxxxxxxxx
000 Xxxxxx 000 Xxxxxxxxx 000xx Xxxxxx Xxxxx
107 Retail 000 Xxxxxxx 00 Xxxxx Xxxxxxxxx
108 Mixed Use 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
109 Office 000 Xxxxx Xxxxxx Xxxx Xxxxxx
000 Multifamily 0000-0000 Xxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxx
111 Retail 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxx
112 Various Various Various
112.01 Mixed Use 2802 - 00 Xxxx Xxxxxx Santa Xxxxxx
112.02 Mixed Use 00000 Xxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx
112.03 Retail 0000 Xxxx Xxxxxx Santa Xxxxxx
113 Mixed Use 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxx
115 Multifamily 000 Xxxxxxxx Xxxxxxxxx Alamogordo
116 Hospitality 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx
117 Office Various Various
117.01 Office 0000-0000 Xxxxxxx Xxxx Gates
117.02 Office 1901 Lac DeVille Boulevard Brighton
117.03 Xxxxxx 0000 Xxx XxXxxxx Xxxxxxxxx Brighton
117.04 Office 000 Xxxxxx Xxxxxx Xxxxxxxxx
119 Retail 000 Xxxxx Xxxxx & 000 Xxxxxxxxx Xxxx Savannah
120 Industrial 20198-20268 Xxxxxxxxx 00xx Xxxxx Xxxxx Xxxxx Xxxxx
121 Retail 00000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx
122 Retail 0000 Xxxxxxxx Xxxxxx Xxxxxx
000 Retail 000 Xxxx Xxxxx Xxxx Xxxx
124 Retail 000 XX Xxxxxxx 00 Xxxx Xxxxxxxxxxxx
128 Retail 0000 Xxxxxx Xxxx Xxxxxxxx
129 Retail 0000 Xxxxx Xxxxxxxx Xxxxxx Los Angeles
131 Self Storage 12520 North MacArthur Oklahoma City
132 Self Storage 540 Xxxx Xxxxxx Drive Xxxxx
134 Retail 0000 Xxxxxxx Xxxxxx Oceanside
135 Retail 0000 Xxxxx Xxxxxxxxx XX Albuquerque
136 Retail 10060-10080 Arrow Route Rancho Cucamonga
137 Multifamily 00000 Xxxxxxx Xxxxxx Xxx Xxxxxxx
138 Retail 0000 Xxxxx Xxxxxxxxx Xxxxxxx
141 Land 000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx
142 Retail 0000 Xxxxxxx Xxxxxx Santa Xxxxxx
143 Retail 0000 Xxxxxxx 0 Xxxxx Xxxxxxx
145 Office 00000 Xxx Xxxxx Xxxx Xxxxxx
147 Industrial 0000 Xxxx Xxxx Xxxx Xxxxx
000 Industrial 0000 00xx Xxxxxx Xxxxx Xxxxxx
150 Self Storage 0000 Xxxxx Xxxxx Xx Xxxxxx
000 Multifamily 0000 Xxxxxxx Xxxxxx Xxxx Xxxxx
152 Multifamily 0000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx
154 Retail 0000 Xxxx Xxxxxx Xxxxxxx Athens
155 Retail 0000 Xxxx Xxxxxxx Xxxxxxx Irving
156 Retail 00000 Xxxxxxx Xxxxxxxxx Xxxxxx
158 Self Storage 0000 Xxxxx Xxxxxxxxxxxx Xxxxxxxx Xxxx
159 Multifamily 0000 Xxxxx Xxxx Xxxx Xxxxx Xxxxxxxxxx
160 Multifamily 000 Xxxx Xxxxxx and 000 Xxxx 000xx Xxxxxx Xxxxxxxx
161 Office 7111 & 0000 Xxxxxxx Xxxxxx Riverside
163 Self Storage 0000 00xx Xxxxxx Xxxxx Xxxx Xxxxxx
164 Retail 0000-0000 Xxxxxxxxx Xxxxxxx
165 Multifamily 000 Xxxxxx Xxxxxx Xxxxxxx
166 Self Storage 00000 Xxxxx Xxxxx Xx Xxxxxx Xxxxxxxx Xxxx
167 Self Storage 00000 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx
168 Retail 0000 Xxxx Xxx Xxxxxxx Xxxxxx Simi Valley
169 Retail 00000 Xxxxxxx 000 Xxxx Xxxxxx
170 Retail 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx
171 Multifamily 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx
172 Retail 4390 Dallas Fort Worth Turnpike Dallas
173 Industrial 1515 - 0000 Xxxxx Xxxxxx Xxxxx Xxxxx
174 Retail 000 Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx
000 Retail 0000 Xxxxxx Xxxx Xxxxxxxxxx
176 Land 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
000 Retail 0000 Xxxx Xxx Xxxx Xxxxxxxx
178 Retail 000 Xxxxxx Xxxx Xxxxxxxxx
000 Retail 0000 Xxxxxxxxx Xxxxxx Modesto
180 Manufactured Housing 00000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxx
181 Retail 0000 Xxxxxx Xxxx Xxxx Xxxxx
182 Industrial 00000 Xxxxxxxx Xxxx Xxxxx Xxxx Xxxxxxx
183 Self Storage 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx
184 Retail 000 Xxxx Xxx Xxxxxx Xxxxxx
185 Manufactured Housing 000 Xxx Xxxxxx Xxxxxxxxxx
000 Retail 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxx
188 Retail 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx
189 Retail 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
000 Manufactured Housing 0000 Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx
000 Mixed Use 000 XX 00xx Xxxxxx Xxxxxxx
192 Retail 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxx
000 Multifamily 00000 Xxxxxxx Xxxxxx Xxx Xxxx
000 Xxxxxx 000 Xxxx Xxxx Xxxx Xxxxxxxxx
000 Retail 0000-0000 Xxxx Xxxx Xxxx Xxxxxxxxx Xxxx
196 Office 1850 & 0000 Xxxxxx Xxxxxxx Keller
197 Multifamily 000 Xxxxx Xxxxxxx Xxxxxx Pasadena
198 Multifamily 000 Xxxxxxxx Xxxxxx Xxxxxxxx
199 Mixed Use 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx
200 Retail 0000 Xxxx Xxxxx Xxxxxx Xxxxxx
201 Multifamily 0000 00xx Xxxxxx XX Seattle
202 Office 000 Xxxxxxx Xxxx Xxxxxxxxx
000 Multifamily 0000-0000 000xx Xxxxx Xxxxxxxxx Xxxxxxx
204 Retail 00000 Xxxxxxx 00 Xxxxxxx
000 Xxxxxx 0000 Xxxx Xxxxx Xxx Xxxxxxx Conroe
206 Self Storage 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx
207 Retail 0000 Xxxxx Xxxxxx Xxxxxxxxx Visalia
208 Office 0000 Xxxxx Xxxxxx Xxxx Xxx Xxxxx
209 Multifamily 0000 Xxxx 000xx Xxxxxx Xxx Xxxxxxx
210 Multifamily 0000 Xxxxxxxxxx Xxxxxx Westwood
211 Industrial 0000 Xxxxx Xxxxx Xx Xxxxxx Xxxxx
212 Retail 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx
213 Multifamily 000 Xxxxxxx Xxxxxx Xxxxxxxx
214 Multifamily 0000 000xx Xxxxxx Xxxxxxxx
215 Multifamily 0000 Xxxx 000xx Xxxxxx Torrance
216 Multifamily 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx
217 Multifamily 0000 000xx Xxxxxx Xxxxxxxx
218 Multifamily 0000 Xxxx Xxxxxxxx Xxxxxxxxx Torrance
Cut-Off Date Original Monthly P&I Debt Annual P&I Debt
Loan # County State Zip Code Balance ($) Balance ($) Service ($) Service ($)
------ ---------------- ------- --------------- ------------ ----------- ---------------- ---------------
4 Xxx Xxxxxxx XX 00000 79,300,000 79,300,000 417,170.10 5,006,041.20
7 Various Various Various 39,926,997 40,000,000 265,812.48 3,189,749.76
7.01 Xxxxxx XX 00000 961,717 963,475
7.02 Xxxx XX 00000 957,775 959,526
7.03 Xxxxxx XX 00000 934,126 935,834
7.04 Xxxxxx XX 00000 871,063 872,656
7.05 Xxxxxxxx XX 00000 863,180 864,758
7.06 Xxxxxxxx XX 00000 859,238 860,810
7.07 Xxxxxxx XX 00000 847,414 848,964
7.08 Xxxx XX 00000 843,473 845,015
7.09 Xxxxxx XX 00000 843,473 845,015
7.1 Xxxxxx XX 00000 831,648 833,169
7.11 Xxxxxxx XX 00000 831,648 833,169
7.12 Xxxxxxx XX 00000 827,707 829,220
7.13 Xxxxxx XX 00000 823,765 825,272
7.14 Xxxxxx XX 00000 800,117 801,580
7.15 Xxxx XX 00000 800,117 801,580
7.16 Xxxxxxxx XX 00000 788,292 789,734
7.17 Xxxxxxxx XX 00000 788,292 789,734
7.18 Xxxxxxx XX 00000 784,351 785,785
7.19 Xxxxxx XX 00000 752,819 754,196
7.2 Xxxxxx XX 00000 744,936 746,298
7.21 Xxxxxxxx XX 00000 740,995 742,350
7.22 Xxxxxxxx XX 00000 729,170 730,504
7.23 Xxxxxx XX 00000 713,405 714,709
7.24 Xxxxxx XX 00000 697,638 698,914
7.25 Xxxxxx XX 00000 693,697 694,966
7.26 Xxxxxx XX 00000 693,697 694,966
7.27 Xxxxxx XX 00000 673,990 675,222
7.28 Xxxxxxxx XX 00000 673,990 675,222
7.29 Xxxxxxx XX 00000 670,048 671,274
7.3 Xxxxxxx XX 00000 670,048 671,274
7.31 Xxxxxxx XX 00000 666,107 667,325
7.32 Xxxxxxx XX 00000 650,341 651,530
7.33 Xxxxx XX 00000 642,458 643,633
7.34 Xxxxxxx XX 00000 634,575 635,736
7.35 Xxxxxxx XX 00000 634,575 635,736
7.36 Xxxxxx XX 00000 610,926 612,044
7.37 Xxxx XX 00000 603,043 604,146
7.38 Xxxxxx XX 00000 603,043 604,146
7.39 Xxxx XX 00000 603,043 604,146
7.4 Xxxxxxx XX 00000 595,161 596,249
7.41 Xxxxxxx XX 00000 591,219 592,300
7.42 Xxxxxx XX 00000 579,395 580,454
7.43 Xxxxxxx XX 00000 579,395 580,454
7.44 Xxxxxxxx XX 00000 571,512 572,557
7.45 Xxxxxxxx XX 00000 567,570 568,608
7.46 Xxxx XX 00000 555,746 556,762
7.47 Xxxxxx XX 00000 547,863 548,865
7.48 Xxxx XX 00000 547,863 548,865
7.49 Xxxxxxxx XX 00000 508,448 509,378
7.5 Xxxxxxx XX 00000 496,624 497,532
7.51 Xxxxxxx XX 00000 465,092 465,943
7.52 Xxxx XX 00000 453,268 454,097
7.53 Xxxxxx XX 00000 449,326 450,148
7.54 Xxxxxx XX 00000 429,619 430,405
7.55 Xxxxxx XX 00000 409,912 410,662
7.56 Xxxxx XX 00000 394145.8346 394866.5
7.57 Xxxxxx XX 00000 382321.4545 383020.5
7.58 Xxxxxx XX 00000 358672.6945 359328.5
7.59 Xxxx XX 00000 338965.7272 339585.5
7.6 Xxxxxx XX 00000 287726.4143 288252.5
7.61 Xxxxxx XX 00000 248311.9806 248766
7.62 Xxxxxx XX 00000 208897.5469 209279.5
Xxxxxx XX 00000 31500000 31500000 186233.75 2234805
9 Xxxxxx XX 00000 23500000 23500000 138936.29 1667235.48
10 Xxxxxx TX 77042 8000000 8000000 47297.46 567569.52
11 Xxxxxx XX 00000 30000000 30000000 166448.52 1997382.24
12 Dakota MN 55076 25000000 25000000 120517.36 1446208.32
13 Xxxxxxxx XX 00000 24600000 24600000 143558.92 1722707.04
15 Xxxxxxxxxx XX 00000 23500000 23500000 145918.47 1751021.64
18 Xxxx XX 00000 22000000 22000000 134885.97 1618631.64
19 Xxxxxx XX 00000 22000000 22000000 126329.44 1515953.28
00 Xxx Xxxxx XX 00000 21500000 21500000 127276.82 1527321.84
21 Xxxxxxxxxx XX 00000 19805000 19805000 99333.08 1191996.96
00 Xxxxxx XX 00000 19650000 19650000 113799.76 1365597.12
26 Xxxx GA 30101 19200000 19200000 113502.33 1362027.96
00 Xxx Xxxxx XX 00000 19000000 19000000 110758.17 1329098.04
31 Xxxx GA 30106 17950000 17950000 97455.34 1169464.08
32 Xxxxxxxxx XX 00000 17600000 17600000 86335.33 1036023.96
33 Xxx Xxxxxxx XX 00000 17200000 17200000 104675.91 1256110.92
00 Xxxx Xxxxx Xxxxx XX 00000 15471261.14 15500000 92333.26 1107999.12
37 Xxxxxx XX 00000 15000000 15000000 91977.44 1103729.28
38 Various TX Various 14930000 14930000 74376.28 892515.36
38.01 Denton TX 76208 7560000 7560000
38.02 Tarrant TX 76092 7370000 7370000
39 Various Various Various 14240000 14240000 86385.66 1036627.92
39.01 Xxxxxxxx XX 00000 6940000 6940000
39.02 Xxxx XX 00000 4940000 4940000
39.03 Xx. Xxxxx XX 00000 2360000 2360000
42 Xxxxxx IN 46226 13800000 13800000 72371.42 868457.04
00 Xxxxxx XX 00000 13800000 13800000 75287.59 903451.08
44 Xxxx XX 00000 13370000 13370000 78875.1 946501.2
45 Xxx Xxxxxxx XX 00000 13250000 13250000 66568.37 798820.44
46 Xxxxxx XX 00000 13150000 13150000 82167.94 986015.28
47 Xxxxxxxx XX 00000 13000000 13000000 77858.01 934296.12
48 Cumberland ME 4101 12740276.38 12750000 79002.16 948025.92
49 Xxxxxx XX 00000 12100000 12100000 65407.67 784892.04
52 Xxx Xxxxxxx XX 00000 11700000 11700000 63954.3 767451.6
53 Various TX Various 11500000 11500000 83054.39 996652.68
53.01 Xxxx Xxxx XX 00000 4080000 4080000
53.02 Xxxxxx TX 77546 2055000 2055000
53.03 Tarrant TX 76015 2025000 2025000
53.04 Xxxxxx TX 77070 1695000 1695000
53.05 Xxxxxx TX 77074 1645000 1645000
54 Xxxxxxxx XX 00000 11200000 11200000 53327.56 639930.72
55 Xxxxx XX 00000 11120000 11120000 54962.76 659553.12
56 Monroe NY Various 11080000 11080000 64589.5 775074
56.01 Monroe NY 14580 3150000 3150000
56.02 Xxxxxx XX 00000 2260000 2260000
56.03 Xxxxxx XX 00000 1920000 1920000
56.04 Xxxxxx XX 00000 1900000 1900000
56.05 Xxxxxx XX 00000 1850000 1850000
00 Xxxxxx XX 00000 11000000 11000000 65569.15 786829.8
58 Xxx Xxxxxxx XX 00000 11000000 11000000 68733.64 824803.68
00 Xxxxxx Xxxxx XX 00000 9600000 9600000 45953.33 551439.96
66 Polk FL 33815 9430000 9430000 50013.05 600156.6
00 Xxxxxxxxxx XX 00000 and 03038 9250000 9250000 56455.45 677465.4
68 Xxxxxx TX 77586 9000000 9000000 42700 512400
69 Xxxx XX 00000 8962340.236 9000000 56728.4 680740.8
70 Baltimore City MD 21225 8800000 8800000 52224.17 626690.04
73 Xxxxxxxxx XX 00000 8350000 8350000 49350.72 592208.64
75 Xxxx XX 00000 8235831.58 8250000 50957.75 611493
77 Stafford VA 22554 7100000 7100000 41208.43 494501.16
78 Douglas GA 30135 6900000 6900000 30924.46 371093.52
79 Xxx Xxxxxxx XX 00000 6870000 6870000 38895.61 466747.32
80 Bexar TX 78203 6850000 6850000 40236.22 482834.64
81 Wake NC 27511 6800000 6800000 41647.89 499774.68
83 Dekalb GA 30346 6720000 6720000 38977.36 467728.32
84 Spotsylvania VA 22401 6500000 6500000 37726.03 452712.36
00 Xxxxxx XX 00000 6274979.37 6300000 36365.85 436390.2
87 Xxxxxx XX 00000 6145160.09 6156000 37583.83 451005.96
88 Xxxxxxx XX 00000 6095449.32 6100000 38115.93 457391.16
89 Xxxxxxx XX 00000 6067230.63 6070000 36389.08 436668.96
90 Monroe NY 14445 6000000 6000000 35703.45 428441.4
91 Wake NC 27609 6000000 6000000 35205.18 422462.16
93 Pima AZ 85710 5850000 5850000 33528.31 402339.72
94 Cameron TX 78256 5775000 5775000 37687.16 452245.92
95 Maricopa AZ 85301 5700000 5700000 32974.54 395694.48
96 Sacramento CA 95630 5480000 5480000 26556.69 318680.28
100 Xxxx Xxxx XX 00000 5300000 5300000 25325.17 303902.04
101 Xxx Xxxxxxx XX 00000 5300000 5300000 32254.79 387057.48
102 Xxxx XX 00000 5296165.67 5300000 33499.61 401995.32
103 Xxxxxx Xxxx XX 00000 5186149.61 5190000 32497.75 389973
104 Ventura CA 93063 5180000 5180000 28808.95 345707.4
105 Xxxxx TX 76065 5000000 5000000 30412.87 364954.44
106 Miami-Dade FL 33169 4865896 4865896 28008.48 336101.76
107 Madison MS 39157 4840000 4840000 29267.65 351211.8
108 Xxx Xxxxxxx XX 00000 4750000 4750000 27298.07 327576.84
109 Pima AZ 85711 4720000 4720000 29895.72 358748.64
110 Cuyahoga OH 44128 4700000 4700000 27577.39 330928.68
111 Minnehaha SD 57105 4650000 4650000 26929.71 323156.52
112 Los Angeles CA Various 4596472.62 4600000 28442.77 341313.24
112.01 Xxx Xxxxxxx XX 00000 2303354.876 2305122.494
112.02 Xxx Xxxxxxx XX 00000 1238693.067 1239643.653
112.03 Xxx Xxxxxxx XX 00000 1054424.677 1055233.853
113 Ventura CA 91320 4305000 4305000 23561.5 282738
115 Xxxxx NM 88310 4290000 4290000 26749.99 320999.88
116 Xxxxxxxxxxx XX 00000 4242465.38 4250000 25864.69 310376.28
000 Xxxxxx XX Various 4200000 4200000 24483.39 293800.68
117.01 Monroe NY 14625 1600000 1600000
117.02 Monroe NY 14618 1050000 1050000
117.03 Xxxxxx XX 00000 950000 950000
117.04 Xxxxxx XX 00000 600000 600000
119 Xxxxxxx XX 00000 3996552.36 4000000 23597.64 283171.68
120 Miami-Dade FL 33179 3900000 3900000 23232.24 278786.88
121 Xxx Xxxxxxx XX 00000 3877930.65 3880000 22149.42 265793.04
000 Xxxxxx XX 00000 3820000 3820000 22074.56 264894.72
123 Xxxxxx XX 00000 3752569.18 3760000 21704.07 260448.84
124 Orange NC 27278 3720000 3720000 21496.69 257960.28
128 Shasta CA 96007 3350000 3350000 16915.64 202987.68
129 Xxx Xxxxxxx XX 00000 3310000 3310000 20283.46 243401.52
131 Oklahoma OK 73142 3164290.76 3170000 19148.65 229783.8
132 Lexington SC 29033 3100000 3100000 18031.72 216380.64
000 Xxx Xxxxx XX 00000 3025000 3025000 17431.46 209177.52
135 Bernalillo NM 87102 3000000 3000000 17774.9 213298.8
000 Xxx Xxxxxxxxxx XX 00000 3000000 3000000 17659.95 211919.4
137 Xxx Xxxxxxx XX 00000 2997500.37 3000000 17947.96 215375.52
138 Xxxx XX 00000 2997340.2 3000000 17488.13 209857.56
141 Xxx Xxxxxxx XX 00000 2920000 2920000 17151.79 205821.48
142 Xxx Xxxxxxx XX 00000 2890000 2890000 17709.73 212516.76
000 Xxxx Xxxx XX 00000 2880000 2880000 17399.64 208795.68
145 Xxxxxx TX 78738 2850000 2850000 17068.87 204826.44
147 Hennepin MN 55439 2800000 2800000 16877.53 202530.36
149 Rock Island IL 61265 2725000 2725000 16006.38 192076.56
150 Xxxxxxxx XX 00000 2705119.23 2710000 16369.98 196439.76
151 Xxx Xxxxxxx XX 00000 2700000 2700000 12581.25 150975
152 Xxxxxx XX 00000 2695309.93 2700000 16589.26 199071.12
154 Oconee GA 30605 2680000 2680000 16658.41 199900.92
155 Tarrant TX 75062 2635000 2635000 15730.46 188765.52
156 Xxx Xxxxxxx XX 00000 2625000 2625000 15895.13 190741.56
158 Xxxxxxxxx XX 00000 2555389.38 2560000 15463.89 185566.68
159 Xxxxxxxxxx XX 00000 2545580.56 2550000 15684.21 188210.52
000 Xxxxx XX 00000 2542874.95 2550000 14962.2 179546.4
161 Xxxxxxxxx XX 00000 2495784.49 2500000 15572.23 186866.76
163 Xxxxxxxx XX 00000 2465551.47 2470000 14920.24 179042.88
164 Xxxxxx TX 77005 2400000 2400000 14792.83 177513.96
000 Xxxx XX 00000 2392979.58 2400000 13777.9 165334.8
166 Oklahoma OK 73102 2375713.56 2380000 14376.59 172519.08
167 Xxxxxxxx XX 00000 2335785.61 2340000 14134.97 169619.64
168 Ventura CA 93065 2327000 2327000 14342.88 172114.56
169 Denton TX 76227 2300000 2300000 14251.37 171016.44
170 Xxxxx NV 89052 2300000 2300000 11925.5 143106
171 King WA 98102 2300000 2300000 11789.1 141469.2
000 Xxxxxx XX 00000 2265649.18 2270000 13304.84 159658.08
000 Xxxxx Xxxxx XX 00000 2126206.74 2130000 12935.22 155222.64
174 Xxxxx UT 84405 2075000 2075000 10073.26 120879.12
000 Xxx Xxxxxxx XX 00000 2058000 2058000 12399.78 148797.36
176 Xxxxx NC 27534 2050000 2050000 12106.88 145282.56
177 Maricopa AZ 85225 2050000 2050000 11989.3 143871.6
178 Knox IN 47591 2000000 2000000 11862.73 142352.76
179 Stanislaus CA 95350 2000000 2000000 12392.5 148710
180 Xxxxx XX 00000 1994307.79 2000000 11633.37 139600.44
181 Xxxx Xxxxx XX 00000 1950000 1950000 11553.69 138644.28
182 Xxxxxx XX 00000 1885147.46 1890000 11526.65 138319.8
183 Oklahoma OK 73135 1873593.47 1875000 11691.43 140297.16
184 Xxxxxx GA 30680 1860000 1860000 11139.68 133676.16
185 Monterey CA 93927 1850000 1850000 9325.8 111909.6
187 Orange CA 92701 1750000 1750000 10616.22 127394.64
188 Maricopa AZ 85012 1750000 1750000 10537.18 126446.16
189 Xxx Xxxxxxx XX 00000 1710000 1710000 10819.61 129835.32
190 Polk FL 33815 1700000 1700000 9016.14 108193.68
000 Xxxx XX 00000 1695340.31 1700000 10921.97 131063.64
000 Xxxxxxx XX 00000 1693282.4 1700000 11046.84 132562.08
193 Xxx Xxxxxxx XX 00000 1650000 1650000 7996.08 95952.96
000 Xxxx XX 00000 1648755.4 1650000 10266.89 123202.68
000 Xxxxxxxxx XX 00000 1595580.87 1600000 9439.05 113268.6
000 Xxxxxxx XX 00000 1476518.57 1480000 9374.08 112488.96
197 Xxx Xxxxxxx XX 00000 1400000 1400000 7039.57 84474.84
000 Xxxxx XX 00000 1397644.734 1400000 8729.6 104755.2
199 Xxxx XX 00000 1397369.44 1400000 8286 99432
200 Xxxxxxxxxx XX 00000 1376380.19 1380000 8336.01 100032.12
201 King WA 98105 1300000 1300000 7903.14 94837.68
000 Xxxxxxxx XX 00000 1296678.2 1300000 7945.23 95342.76
000 Xxxx XX 00000 1247793.93 1250000 7623.45 91481.4
204 Xxxxxxxxx XX 00000 1196904.28 1200000 7302.97 87635.64
205 Xxxxxxxxxx XX 00000 1176763.55 1180000 6983.92 83807.04
000 Xxxxxxxxxx XX 00000 1121964.07 1125000 7289.71 87476.52
207 Tulare CA 93277 1105000 1105000 6782.13 81385.56
000 Xxxxx XX 00000 1089065.27 1100000 9341.96 112103.52
209 Xxx Xxxxxxx XX 00000 1047902.24 1050000 6027.83 72333.96
210 Xxx Xxxxxxx XX 00000 997407.91 1000000 6072.87 72874.44
000 Xxx Xxxxx XX 00000 996210.69 1000000 6640.03 79680.36
212 Xxx Xxxxxxx XX 00000 898482.42 900000 5606 67272
213 Kings NY 11222 848000 848000 5387.08 64644.96
214 Xxx Xxxxxxx XX 00000 818361.7463 820000 4707.45 56489.4
215 Xxx Xxxxxxx XX 00000 786425.68 788000 4523.74 54284.88
216 Xxxxxx XX 00000 698789.58 700000 4310.02 51720.24
217 Xxx Xxxxxxx XX 00000 688621.47 690000 3961.15 47533.8
218 Xxx Xxxxxxx XX 00000 494011.05 495000 2841.69 34100.28
Net
Interest Primary Master Trustee and Sub Servicin Admin. Mortgage
Loan # Rate % Servicing Fee Servicing Fee Paying Agent Fee Fee Rate Fee % Rate % Accrual Type Term
------ -------- ------------- ------------- ---------------- ------------ ------- -------- ------------ ----
4 6.2093 0.010 0.010 0.00085 0.02085 6.18845 Actual/360 84
7 6.7700 0.010 0.010 0.00085 0.02085 6.74915 Actual/360 120
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.1
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.2
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
7.29
7.3
7.31
7.32
7.33
7.34
7.35
7.36
7.37
7.38
7.39
7.4
7.41
7.42
7.43
7.44
7.45
7.46
7.47
7.48
7.49
7.5
7.51
7.52
7.53
7.54
7.55
7.56
7.57
7.58
7.59
7.6
7.61
7.62
5.87 0.01 0.01 0.00085 0.02085 5.84915 Actual/360 120
9 5.87 0.01 0.01 0.00085 0.04 0.06085 5.80915 Actual/360 120
10 5.87 0.01 0.01 0.00085 0.04 0.06085 5.80915 Actual/360 120
11 5.11 0.01 0.01 0.00085 0.04 0.06085 5.04915 Actual/360 120
12 5.69 0.01 0.01 0.00085 0.02085 5.66915 Actual/360 84
13 5.75 0.01 0.01 0.00085 0.02085 5.72915 Actual/360 120
15 6.33 0.01 0.01 0.00085 0.02085 6.30915 Actual/360 120
18 6.21 0.01 0.01 0.00085 0.02085 6.18915 Actual/360 120
19 6.06 0.01 0.00085 0.05 0.06085 5.99915 Actual/360 120
20 5.882 0.01 0.01 0.00085 0.02085 5.86115 Actual/360 120
21 5.92 0.01 0.01 0.00085 0.02085 5.89915 Actual/360 60
23 5.68 0.01 0.01 0.00085 0.02085 5.65915 Actual/360 120
26 6.31 0.01 0.01 0.00085 0.02085 6.28915 Actual/360 120
28 5.74 0.01 0.01 0.00085 0.02085 5.71915 Actual/360 120
31 5.59 0.01 0.01 0.00085 0.02085 5.56915 Actual/360 120
32 5.79 0.01 0.01 0.00085 0.02085 5.76915 Actual/360 120
33 6.14 0.01 0.01 0.00085 0.02085 6.11915 Actual/360 120
34 5.94 0.01 0.01 0.00085 0.02085 5.91915 Actual/360 120
37 6.211 0.01 0.01 0.00085 0.02085 6.19015 Actual/360 120
38 5.88 0.01 0.01 0.00085 0.02085 5.85915 Actual/360 120
38.01
38.02
39 6.11 0.01 0.01 0.00085 0.02085 6.08915 Actual/360 120
39.01
39.02
39.03
42 6.19 0.01 0.01 0.00085 0.02085 6.16915 Actual/360 120
43 5.63 0.01 0.01 0.00085 0.02085 5.60915 Actual/360 120
44 5.85 0.01 0.01 0.00085 0.02085 5.82915 Actual/360 120
45 5.93 0.01 0.01 0.00085 0.02085 5.90915 Actual/360 120
46 6.39 0.01 0.01 0.00085 0.02085 6.36915 Actual/360 120
47 5.99 0.01 0.01 0.00085 0.02085 5.96915 Actual/360 120
48 6.31 0.01 0.01 0.00085 0.02085 6.28915 Actual/360 120
49 5.554 0.01 0.01 0.00085 0.02085 5.53315 Actual/360 120
52 5.646 0.01 0.01 0.00085 0.02085 5.62515 Actual/360 120
53 6.1 0.01 0.01 0.00085 0.02085 6.07915 Actual/360 120
53.01
53.02
53.03
53.04
53.05
54 5.62 0.01 0.01 0.00085 0.02085 5.59915 Actual/360 120
55 5.834 0.01 0.01 0.00085 0.05 0.07085 5.76315 Actual/360 60
56 5.74 0.01 0.01 0.00085 0.02085 5.71915 Actual/360 120
56.01
56.02
56.03
56.04
56.05
57 5.946 0.01 0.01 0.00085 0.04 0.06085 5.88515 Actual/360 115
58 6.39 0.01 0.01 0.00085 0.02085 6.36915 Actual/360 120
65 5.65 0.01 0.01 0.00085 0.02085 5.62915 Actual/360 120
66 6.26 0.01 0.01 0.00085 0.02085 6.23915 Actual/360 60
67 6.167 0.01 0.01 0.00085 0.02085 6.14615 Actual/360 120
68 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 84
69 5.77 0.01 0.01 0.00085 0.02085 5.74915 Actual/360 108
70 5.905 0.01 0.01 0.00085 0.02085 5.88415 Actual/360 120
73 5.867 0.01 0.01 0.00085 0.02085 5.84615 Actual/360 120
75 6.28 0.01 0.01 0.00085 0.02085 6.25915 Actual/360 120
77 5.7 0.01 0.01 0.00085 0.02085 5.67915 Actual/360 120
78 5.29 0.01 0.01 0.00085 0.02085 5.26915 Actual/360 120
79 5.94 0.01 0.01 0.00085 0.02085 5.91915 Actual/360 120
80 5.81 0.01 0.01 0.00085 0.05 0.07085 5.73915 Actual/360 120
81 6.2 0.01 0.01 0.00085 0.02085 6.17915 Actual/360 120
83 5.694 0.01 0.01 0.00085 0.02085 5.67315 Actual/360 120
84 5.7 0.01 0.01 0.00085 0.02085 5.67915 Actual/360 120
86 5.65 0.01 0.01 0.00085 0.02085 5.62915 Actual/360 120
87 6.17 0.01 0.01 0.00085 0.02085 6.14915 Actual/360 120
88 6.39 0.01 0.01 0.00085 0.02085 6.36915 Actual/360 120
89 6.432 0.01 0.01 0.00085 0.02085 6.41115 Actual/360 120
90 5.93 0.01 0.01 0.00085 0.02085 5.90915 Actual/360 120
91 5.8 0.01 0.01 0.00085 0.02085 5.77915 Actual/360 120
93 5.585 0.01 0.01 0.00085 0.02085 5.56415 Actual/360 120
94 6.81 0.01 0.01 0.00085 0.02085 6.78915 Actual/360 120
95 5.67 0.01 0.01 0.00085 0.02085 5.64915 Actual/360 120
96 5.72 0.01 0.01 0.00085 0.02085 5.69915 Actual/360 120
100 5.64 0.01 0.01 0.00085 0.02085 5.61915 Actual/360 120
101 6.14 0.01 0.01 0.00085 0.02085 6.11915 Actual/360 120
102 6.5 0.01 0.01 0.00085 0.02085 6.47915 Actual/360 120
103 6.41 0.01 0.01 0.00085 0.02085 6.38915 Actual/360 120
104 5.79 0.01 0.01 0.00085 0.02085 5.76915 Actual/360 120
105 6.135 0.01 0.01 0.00085 0.02085 6.11415 Actual/360 120
106 5.735 0.01 0.01 0.00085 0.02085 5.71415 Actual/360 120
107 6.08 0.01 0.01 0.00085 0.02085 6.05915 Actual/360 120
108 6.067 0.01 0.01 0.00085 0.02085 6.04615 Actual/360 120
109 6.52 0.01 0.01 0.00085 0.02085 6.49915 Actual/360 120
110 5.8 0.01 0.01 0.00085 0.02085 5.77915 Actual/360 120
111 5.68 0.01 0.01 0.00085 0.06 0.08085 5.59915 Actual/360 120
112 6.29 0.01 0.01 0.00085 0.02085 6.26915 Actual/360 120
112.01
112.02
112.03
113 6.46 0.01 0.01 0.00085 0.02085 6.43915 Actual/360 120
115 6.37 0.01 0.01 0.00085 0.02085 6.34915 Actual/360 120
116 6.14 0.01 0.01 0.00085 0.02085 6.11915 Actual/360 120
117 5.74 0.01 0.01 0.00085 0.02085 5.71915 Actual/360 120
117.01
117.02
117.03
117.04
119 5.85 0.01 0.01 0.00085 0.02085 5.82915 Actual/360 120
120 5.94 0.01 0.01 0.00085 0.02085 5.91915 Actual/360 60
121 6.01 0.01 0.01 0.00085 0.02085 5.98915 Actual/360 120
122 5.66 0.01 0.01 0.00085 0.02085 5.63915 Actual/360 120
123 5.65 0.01 0.01 0.00085 0.02085 5.62915 Actual/360 120
124 5.66 0.01 0.01 0.00085 0.02085 5.63915 Actual/360 120
128 5.96 0.01 0.01 0.00085 0.02085 5.93915 Actual/360 120
129 6.205 0.01 0.01 0.00085 0.02085 6.18415 Actual/360 120
131 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
132 5.72 0.01 0.01 0.00085 0.02085 5.69915 Actual/360 120
134 6.09 0.01 0.01 0.00085 0.02085 6.06915 Actual/360 120
135 5.89 0.01 0.01 0.00085 0.02085 5.86915 Actual/360 120
136 5.83 0.01 0.01 0.00085 0.02085 5.80915 Actual/360 120
137 5.98 0.01 0.01 0.00085 0.02085 5.95915 Actual/360 120
138 5.74 0.01 0.01 0.00085 0.02085 5.71915 Actual/360 120
141 5.81 0.01 0.01 0.00085 0.05 0.07085 5.73915 Actual/360 120
142 6.205 0.01 0.01 0.00085 0.02085 6.18415 Actual/360 120
143 6.5 0.01 0.01 0.00085 0.02085 6.47915 Actual/360 120
145 5.99 0.01 0.01 0.00085 0.02085 5.96915 Actual/360 120
147 6.05 0.01 0.01 0.00085 0.02085 6.02915 Actual/360 120
149 5.81 0.01 0.01 0.00085 0.02085 5.78915 Actual/360 120
150 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
151 5.5 0.01 0.01 0.00085 0.02085 5.47915 Actual/360 120
152 6.23 0.01 0.01 0.00085 0.02085 6.20915 Actual/360 120
154 6.34 0.01 0.01 0.00085 0.02085 6.31915 Actual/360 120
155 5.96 0.01 0.01 0.00085 0.02085 5.93915 Actual/360 120
156 6.52 0.01 0.01 0.00085 0.02085 6.49915 Actual/360 120
158 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
159 6.24 0.01 0.01 0.00085 0.02085 6.21915 Actual/360 120
160 5.8 0.01 0.01 0.00085 0.02085 5.77915 Actual/360 120
161 6.36 0.01 0.01 0.00085 0.02085 6.33915 Actual/360 120
163 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
164 6.26 0.01 0.01 0.00085 0.02085 6.23915 Actual/360 120
165 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
166 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
167 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
168 6.26 0.01 0.01 0.00085 0.02085 6.23915 Actual/360 120
169 6.31 0.01 0.01 0.00085 0.06 0.08085 6.22915 Actual/360 120
170 6.12 0.01 0.01 0.00085 0.02085 6.09915 Actual/360 120
171 6.05 0.01 0.01 0.00085 0.02085 6.02915 Actual/360 120
172 5.79 0.01 0.01 0.00085 0.02085 5.76915 Actual/360 120
173 6.12 0.01 0.01 0.00085 0.02085 6.09915 Actual/360 120
174 5.73 0.01 0.01 0.00085 0.02085 5.70915 Actual/360 120
175 6.33 0.01 0.01 0.00085 0.02085 6.30915 Actual/360 120
176 5.86 0.01 0.01 0.00085 0.02085 5.83915 Actual/360 120
177 5.77 0.01 0.01 0.00085 0.02085 5.74915 Actual/360 120
178 5.9 0.01 0.01 0.00085 0.02085 5.87915 Actual/360 120
179 6.31 0.01 0.01 0.00085 0.02085 6.28915 Actual/360 120
180 5.72 0.01 0.01 0.00085 0.05 0.07085 5.64915 Actual/360 120
181 5.89 0.01 0.01 0.00085 0.02085 5.86915 Actual/360 120
182 6.16 0.01 0.01 0.00085 0.02085 6.13915 Actual/360 120
183 6.37 0.01 0.01 0.00085 0.02085 6.34915 Actual/360 120
184 5.99 0.01 0.01 0.00085 0.02085 5.96915 Actual/360 120
185 5.95 0.01 0.01 0.00085 0.02085 5.92915 Actual/360 60
187 6.11 0.01 0.01 0.00085 0.02085 6.08915 Actual/360 120
188 6.04 0.01 0.01 0.00085 0.02085 6.01915 Actual/360 120
189 6.51 0.01 0.01 0.00085 0.02085 6.48915 Actual/360 120
190 6.26 0.01 0.01 0.00085 0.02085 6.23915 Actual/360 60
191 5.97 0.01 0.01 0.00085 0.02085 5.94915 Actual/360 300
192 6.09 0.01 0.01 0.00085 0.02085 6.06915 Actual/360 120
193 5.72 0.01 0.01 0.00085 0.02085 5.69915 Actual/360 120
194 6.35 0.01 0.01 0.00085 0.02085 6.32915 Actual/360 120
195 5.85 0.01 0.01 0.00085 0.02085 5.82915 Actual/360 120
196 6.52 0.01 0.01 0.00085 0.02085 6.49915 Actual/360 120
197 5.935 0.01 0.01 0.00085 0.02085 5.91415 Actual/360 120
198 6.37 0.01 0.01 0.00085 0.02085 6.34915 Actual/360 360
199 5.88 0.01 0.01 0.00085 0.02085 5.85915 Actual/360 120
200 6.07 0.01 0.01 0.00085 0.02085 6.04915 Actual/360 120
201 6.13 0.01 0.01 0.00085 0.02085 6.10915 Actual/360 120
202 6.18 0.01 0.01 0.00085 0.02085 6.15915 Actual/360 120
203 6.16 0.01 0.01 0.00085 0.02085 6.13915 Actual/360 120
204 6.14 0.01 0.01 0.00085 0.02085 6.11915 Actual/360 120
205 5.88 0.01 0.01 0.00085 0.05 0.07085 5.80915 Actual/360 120
206 6.06 0.01 0.01 0.00085 0.02085 6.03915 Actual/360 120
207 6.22 0.01 0.01 0.00085 0.02085 6.19915 Actual/360 120
208 6.1 0.01 0.01 0.00085 0.02085 6.07915 Actual/360 120
209 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
210 6.12 0.01 0.01 0.00085 0.02085 6.09915 Actual/360 360
211 6.32 0.01 0.01 0.00085 0.02085 6.29915 Actual/360 120
212 6.36 0.01 0.01 0.00085 0.02085 6.33915 Actual/360 120
213 6.18 0.01 0.01 0.00085 0.02085 6.15915 Actual/360 360
214 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
215 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
216 6.25 0.01 0.01 0.00085 0.02085 6.22915 Actual/360 120
217 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
218 5.6 0.01 0.01 0.00085 0.02085 5.57915 Actual/360 120
Monthly
Payment Maturity/ Amort ARD Environmental Cross
Loan # Date Rem. Term ARD Date Term Rem. Amort Title Type ARD Loan Step Up Insurance Defaulted
------ ------- --------- --------- ----- ---------- ---------- -------- ------- ------------- ---------
4 8 84 8/8/2014 0 0 Fee No
7 8 118 6/8/2017 336 334 Fee No
7.01 Fee No
7.02 Fee No
7.03 Fee No
7.04 Fee No
7.05 Fee No
7.06 Fee No
7.07 Fee No
7.08 Fee No
7.09 Fee No
7.1 Fee No
7.11 Fee No
7.12 Fee No
7.13 Fee No
7.14 Fee No
7.15 Fee No
7.16 Fee No
7.17 Fee No
7.18 Fee No
7.19 Fee No
7.2 Fee No
7.21 Fee No
7.22 Fee No
7.23 Fee No
7.24 Fee No
7.25 Fee No
7.26 Fee No
7.27 Fee No
7.28 Fee No
7.29 Fee No
7.3 Fee No
7.31 Fee No
7.32 Fee No
7.33 Fee No
7.34 Fee No
7.35 Fee No
7.36 Fee No
7.37 Fee No
7.38 Fee No
7.39 Fee No
7.4 Fee No
7.41 Fee No
7.42 Fee No
7.43 Fee No
7.44 Fee No
7.45 Fee No
7.46 Fee No
7.47 Fee No
7.48 Fee No
7.49 Fee No
7.5 Fee No
7.51 Fee No
7.52 Fee No
7.53 Fee No
7.54 Fee No
7.55 Fee No
7.56 Fee No
7.57 Fee No
7.58 Fee No
7.59 Fee No
7.6 Fee No
7.61 Fee No
7.62 Fee No
8 111 42682 360 360 Fee No Yes
9 8 111 42682 360 360 Fee No Yes
10 8 111 42682 360 360 Fee No Yes
11 8 117 42863 420 420 Fee Xx
00 0 00 00000 0 0 Xxx Xx
13 8 119 42924 360 360 Fee No
15 8 120 42955 360 360 Fee No
18 8 120 42955 360 360 Fee No
19 8 118 42894 420 420 Fee No
20 8 118 42894 360 360 Fee Xx
00 0 00 00000 0 0 Xxx Xx
23 8 120 42955 360 360 Fee No
26 8 120 42955 420 420 Fee No
28 8 120 42955 360 360 Leasehold No
31 8 119 7/8/2017 420 420 Fee No
32 8 117 42863 0 0 Fee No
33 8 120 8/8/2017 360 360 Fee No
34 8 118 6/8/2017 360 358 Fee No
37 8 120 42955 360 360 Leasehold No
38 8 118 42894 0 0 Fee No
38.01 Fee No
38.02 Fee No
39 8 118 42894 360 360 Fee No
39.01 Fee No
39.02 Fee No
39.03 Fee No
42 8 118 42894 0 0 Fee No
43 8 115 42802 420 420 Fee No
44 8 118 42894 360 360 Fee Xx
00 0 000 0/0/0000 0 0 Xxx Xx
46 8 120 42955 360 360 Fee No
47 8 117 42863 360 360 Fee No
48 8 119 42924 360 359 Leasehold No
49 8 116 4/8/2017 420 420 Fee No
52 8 118 42894 420 420 Fee No
53 8 120 42955 240 240 Fee No
53.01 Fee No
53.02 Fee No
53.03 Fee No
53.04 Fee No
53.05 Fee No
54 8 117 42863 0 0 Fee Xx
00 0 00 00000 0 0 Xxx Xx
56 8 119 42924 360 360 Fee No
56.01 Fee No
56.02 Fee No
56.03 Fee No
56.04 Fee No
56.05 Fee No
57 8 111 11/8/2016 360 360 Fee No
58 8 119 42924 360 360 Fee No
65 8 117 42863 0 0 Leasehold Xx
00 0 00 00000 0 0 Xxx Xx
67 8 120 42955 360 360 Fee Xx
00 0 00 00000 0 0 Xxx Xx
69 8 105 42498 300 297 Fee No
70 8 117 42863 360 360 Fee No
73 8 120 42955 360 360 Fee No
75 8 118 42894 360 358 Fee No
77 8 118 42894 360 360 Fee Xx
00 0 000 00000 0 0 Xxx Xx
79 8 120 42955 420 420 Fee No
80 8 118 42894 360 360 Fee No
81 8 119 42924 360 360 Fee No
83 8 118 42894 360 360 Fee No
84 8 118 42894 360 360 Fee No
86 8 116 42833 360 356 Fee No
87 8 118 42894 360 358 Fee No
88 8 119 42924 360 359 Fee No
89 8 119 42924 420 419 Fee No
90 8 118 42894 360 360 Fee No
91 8 118 42894 360 360 Fee No
93 8 119 7/8/2017 360 360 Fee No
94 8 120 42955 360 360 Fee No
95 8 117 42863 360 360 Fee Xx
00 0 000 00000 0 0 Xxx Xx
100 8 118 42894 0 0 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
102 8 119 7/8/2017 360 359 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
104 8 118 42894 420 420 Fee No
105 8 118 42894 360 360 Fee No
106 8 118 42894 372 372 Fee No
107 8 119 42924 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
109 8 120 42955 360 360 Fee No
110 8 116 42833 360 360 Fee No
111 8 117 42863 360 360 Fee No
112 8 119 7/8/2017 360 359 Fee No
112.01 Fee No
112.02 Fee No
112.03 Fee Xx
000 0 000 0/0/0000 0 0 Xxx Xx
115 8 119 42924 360 360 Fee No
116 8 118 42894 360 358 Fee No
117 8 119 42924 360 360 Fee No
117.01 Fee No
117.02 Fee No
117.03 Fee No
117.04 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
120 8 58 41068 360 360 Fee No
121 8 119 42924 420 419 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
123 8 118 42894 360 358 Fee No
124 8 118 6/8/2017 360 360 Fee Xx
000 0 000 0/0/0000 0 0 Xxx Xx
129 8 120 42955 360 360 Fee No
131 8 118 6/8/2017 360 358 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
134 8 120 42955 420 420 Fee No
135 8 118 6/8/2017 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
137 8 119 42924 360 359 Fee No
138 8 119 42924 360 359 Fee No
141 8 119 42924 360 360 Fee No
142 8 120 42955 360 360 Fee No
143 8 120 42955 420 420 Fee No
145 8 118 6/8/2017 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
149 8 119 42924 360 360 Fee No
150 8 118 42894 360 358 Fee Xx
000 0 000 00000 0 0 Xxx Xx
152 8 118 42894 360 358 Fee No
154 8 120 42955 360 360 Fee No
155 8 118 42894 360 360 Fee No
156 8 120 42955 420 420 Fee No
158 8 118 42894 360 358 Fee No
159 8 118 42894 360 358 Fee No
160 8 117 42863 360 357 Fee No
161 8 118 42894 360 358 Fee No
163 8 118 42894 360 358 Fee No
164 8 119 42924 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
166 8 118 42894 360 358 Fee No
167 8 118 42894 360 358 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
169 8 120 42955 360 360 Fee No
170 8 119 7/8/2017 0 0 Fee Xx
000 0 000 0/0/0000 0 0 Xxx Xx
172 8 118 42894 360 358 Fee No
173 8 118 42894 360 358 Fee Xx
000 0 000 00000 0 0 Xxx Xx
175 8 120 42955 396 396 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
177 8 118 42894 360 360 Fee No
178 8 118 42894 360 360 Fee No
179 8 120 42955 360 360 Fee No
180 8 117 42863 360 357 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
182 8 117 42863 360 357 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
184 8 118 42894 360 360 Fee Xx
000 0 00 00000 0 0 Xxx Xx
187 8 119 42924 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
189 8 120 8/8/2017 360 360 Fee Xx
000 0 00 0/0/0000 0 0 Xxx Xx
191 8 298 48373 300 298 Fee Hybrid No
192 8 117 5/8/2017 300 297 Fee Xx
000 0 000 00000 0 0 Xxx Xx
194 8 119 42924 360 359 Fee No
195 8 117 42863 360 357 Fee No
196 8 117 42863 360 357 Fee Xx
000 0 000 00000 0 0 Xxx Xx
198 8 358 50199 360 358 Fee Hybrid No
199 8 118 42894 360 358 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
201 8 118 42894 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
203 8 118 6/8/2017 360 358 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
205 8 117 5/8/2017 360 357 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
207 8 119 42924 360 360 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
209 8 118 42894 360 358 Fee No
210 8 357 50168 360 357 Fee Hybrid No
211 8 117 42863 300 297 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
213 8 357 50168 324 324 Fee Hybrid No
214 8 118 42894 360 358 Fee No
215 8 118 42894 360 358 Fee Xx
000 0 000 0/0/0000 000 000 Xxx Xx
217 8 118 42894 360 358 Fee No
218 8 118 42894 360 358 Fee No
Partial Upfront Upfront
Cross Defeasance Letter of Lockbox Holdback Engineering Capex
Loan # Collateralized Allowed Credit Type Amount Reserve ($) Reserve ($)
------ -------------- ---------- --------- ------------------------------- -------- ----------- -----------
4 Hard
7 Yes None at Closing, Springing Hard
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.1
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.2
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
7.29
7.3
7.31
7.32
7.33
7.34
7.35
7.36
7.37
7.38
7.39
7.4
7.41
7.42
7.43
7.44
7.45
7.46
7.47
7.48
7.49
7.5
7.51
7.52
7.53
7.54
7.55
7.56
7.57
7.58
7.59
7.6
7.61
7.62
Yes Yes Soft 256194
9 Yes Yes Soft 249944
10 Yes Yes Soft 6250
11 Soft
12
13 Hard 6375
15 31875
18 Hard
19
20
21 119700
23 145625
26
28 Hard
31 Hard
32 Hard
33
34
37
38 Yes
38.01
38.02
39 Yes Hard 2000 3731.98
39.01
39.02
39.03
42
43 Hard 100000
44 Hard
45
46 Yes Hard
47
48
49 Hard 80000
52 645.83
53 Hard 18437.5
53.01
53.02
53.03
53.04
53.05
54 None at Closing, Springing Hard 225000
55 Soft
56 1250
56.01
56.02
56.03
56.04
56.05
57 Soft
58
65 250 439
66
67 Hard
68
69
70 Soft
73 Yes
75
77
78
79 Hard
80 Yes Hard 11250
81
83
84
86
87 1736000
88
89 Hard
90 Hard
91 Yes Hard
93
94 Hard
95 Hard 10937.5
96
100 Hard
101
102
103 12500
104
105
106
107 37090
108 374.71
109 None at Closing, Springing Hard 494.71
110 8437.5
111 Hard
112
112.01
112.02
112.03
113
115
116
117 Yes
117.01
117.02
117.03
117.04
119
120
121
122 Hard
123 10000
124 Hard
128
129
131
132
134
135
136 31500
137
138
141
142
143
145
147
149
150
151
152
154
155
156
158
159
160
161 None at Closing, Springing Hard
163
164
165
166
167
168
169
170 Hard
171
172
173
174
175
176
177
178
179
180
181
182 50000
183
184
185
187
188
189
190
191
192 5800
193
194
195
196
197 10000
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
Upfront Upfront Upfront Upfront Monthly Monthly Monthly Monthly
TI/LC RE Tax Ins. Other Capex Capex TI/LC TI/LC
Loan # Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve Cap ($) Reserve ($) Reserve Cap ($)
------ ----------- ----------- ----------- ----------- ----------- --------------- ----------- ---------------
4 456,455 265,608 176,628
7 224,090 1,406,694
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.1
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.2
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
7.29
7.3
7.31
7.32
7.33
7.34
7.35
7.36
7.37
7.38
7.39
7.4
7.41
7.42
7.43
7.44
7.45
7.46
7.47
7.48
7.49
7.5
7.51
7.52
7.53
7.54
7.55
7.56
7.57
7.58
7.59
7.6
7.61
7.62
565000 16437.5
9 417456.5 12333.33
10 147543.5 4104.17
11 234666.68
12 34989.69 9754 1500000 1633.33
13 22777.5 1000000 2191.29 52590.9
15 133113.6 44518.69 5922
18 90532.33 15284.45 450000
19 118796.32 8911.58 5333.33
20 44295 13525
21 19805 4570.17
23 229275 11674.5 9000
26 148402.83 13802 138628 1486.09 35666.1 3958.33 142500
28 48890 20100
31
32 1822.21 43733.1
33 77160 25736 5780000 1507 36157 5022 120528
34 65896 214639.3 6166.67
37 124105.99 52262 350000 2300
38 90000
38.01
38.02
39 1865.9 44782
39.01
39.02
39.03
42 150067.17 3283.33 118200
43 676796 43320.19 65000 1808.25 150000
44 62983.41 182000 1556.5 6218.5
45 33400 49613.08 3666.67 44000
46 69662 639.58 400000 975
47 7135.59 467800 8291.67
48 62020 23566.5 16666 18465
49 608233 1827.48
52 29750 6662.25 1000000 645.83 25000
53 133133 15757 1065000 1065.44
53.01
53.02
53.03
53.04
53.05
54 100000 78927 1112.08 4473.72 261054
55 21878 12832.3 4683.33 168600
56 185008.7 33513.69 2667 64008
56.01
56.02
56.03
56.04
56.05
57 165000 5333.33
58 731
65 11861 1470.35 439 15800 1463 52667
66 11214.18 2794.67
67 33779.79 2500 90000 1774.42 63879
68 57620.68 21873.26 4680 112320
69 119157 13782 20354
70 88191.67 3628.68 6416.67
73 44790 6354
75 42154.35 631.58 1116.67 20000
77 18005.02 6512.88 864.8 31132.5
78 125000 20027.25 1674.5 27933 316.25 11385 125000
79
80 50000 14934.68 2384.42 369.4 13300 1250 90000
81 58373.21 2115.83 2791.67
83 19923.04 9561.04 1575000 902.09 21650.16
84 28853.77 6259.88 915 32940
86 100000 26315.91 3912.66 977.33 100000
87 42938 29700 4125
88 4572.85 3815.32 106000 1116.67
89 11454.96 3366.8 313906 195.73 11744 1468 52848
90
91 21843.13 287026.2 657.17 2956.67
93 38268
94 89902 22636.67 7253
95 500000 14459.17 2952 200000 1085 3544.29 127594
96
100
101 37200 2776 512 30720
102 87551.34 16196.95
103 18943.8 1446.84 1625
104 23909.2 6408.48 680000 303.63 10930 1052.57 31892.4
105 65952.06 5846.97 2000
106 150000 61563.25 78380.78 239014 769.6 3732.56 225000
107 33000 1341.14 3100.67
108 2498.08 54678.19 2789.6 125000 2498.08
109 103430.01 30276.41 492.8 494.71 3430.01
110 33352.59 29130 2770.83
111 600.42 28820 2001.5 96072
112 18502.8 11102.22
112.01
112.02
112.03
113 15900.52 1680.5 148.43 1129.92
115 17242.02 3056.54 1833.33 88000
116 17703.17 18672 300040 4933.67 177612
117 3181.9 93985.58 5475.59 748.68 44921 3181.9 190914
117.01
117.02
117.03
117.04
119 6987.03 7405 288.58 17315 961.88 57712.8
120 25491.6 10465.24 200000 779.58 1549.17 37180
121 9440.64 3142.5 125 4500 500 18000
122
123 215000 6861.68 2476.74 10000 215000
124
128 18880 624.16 131.25 7875 437.5 26250
129 23247.28 2346.48 300 18000 1000 60000
131 17857 1691.84
132 15812.86 4127.75 650.42 23415
134 19618.35 1512.88 17403.75 89.25 5355 297.5 17850
135 1510.13 775.86 20000 76.81 902.75 30000
136 3487.02 2479.96 212
137
138 55738.76 1965.09 187.5 937.5
141
142 26566.61 1077 100 6000 500 30000
143 11323.08 3357.09 81.91 409.54
145 33749.94 4994.2 269.83 1349.25 32500
147 22285.82 3593.7 641 15384 1854 45000
149 39455.6 686.88 20000
150 13864.41 1651.28
151
152 8454 1226.86 520.83
154 176.81 4243.5 1178.75 28290
155 16916.69 1526.25 148.13 8887.8 493.75 29625
156 19245.25 1794.84 121.75 487.08 25000
158 12882.8 1425.84
159
160 3456.88 1516.69
161 9756.39 7666.5
163 17809.75 1544.22
164 18776.1 1270.5 187 872.67 40000
165
166 10206.7 1363.5
167 11060.98 1344.68
168 150.46 468.25 35000
169 35988.03 888.98 189.88 949.38 40000
170 3907.02 528.92 166216 74.58 4475 496.25 29775
171
172 40028.31 3190 60.42 302.08
173
174
175 8745 2886.24 28856.25 132.75 885.17
176
177 9835 1182.6 102.5 662.67
178 60000 19222 670.84 120 7200 60000
179 15638.36
180 11168.61 1658.16
181 33568 3812 122.92 505.42 18195
182 16677.15 920.16
183 4932.96 583.33 407.83
184 11228.52 196 131.25 821.92 49315.2
185 5733.09 133.33
187 16287 515
188 4720.08 619
189 19643.19 610 12960
190 11137.04 1264.68
191
192 60000 12456.65 830.84
193 13501.65 722
194
195 22087.53 810.16 104.17 5000 600 30000
196 15778.75 4191.36
197 215000 6861.68 2476.74
198 1455 5062.86 22000
199
200 4164.18 812 99.33 3576 744.08 44645
201
202 8440 119 50000 166.67 10000 1041.67
203
204 2915.79 327.16 68640 61.45 3687.5 410.42 24625
205 4289 5506.56 95.92 511.5 15000
206 1928 1142
207 24099.24 1848
208 4164.84 435.33 54687.83 124.83 462.92
209
210 4568.64 571.16 166.67
211 3013.92 376.84
212 3426.45 826.02 66.25
213 830.86 737.34
214
215
216 697.68 756
217
218
Monthly Monthly Monthly
RE Tax Ins. Other Xxxxx Xxxxx
Loan # Reserve ($) Reserve ($) Reserve ($) to Late to Default
------ ----------- ----------- ----------- ------- ----------
4 65,208 20,808 0 0
7 0 0
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.1
7.11
7.12
7.13
7.14
7.15
7.16
7.17
7.18
7.19
7.2
7.21
7.22
7.23
7.24
7.25
7.26
7.27
7.28
7.29
7.3
7.31
7.32
7.33
7.34
7.35
7.36
7.37
7.38
7.39
7.4
7.41
7.42
7.43
7.44
7.45
7.46
7.47
7.48
7.49
7.5
7.51
7.52
7.53
7.54
7.55
7.56
7.57
7.58
7.59
7.6
7.61
7.62
56037.1 29264.57 0 0
9 41514.2 21957.7 0 0
10 14522.9 7306.87 0 0
11 58666.67 8073.39 0 0
12 11663.23 812.83 0 0
13 44141.06 3796.25 0 0
15 14790.4 5152.34 0 0
18 22633.08 0 0
19 14849.54 4455.79 0 0
20 14765 2255 0 0
21 19805 4570.17 0 0
23 38212.4 5837.25 0 0
26 13491.17 2300.33 0 0
28 9778 0 0
31 0 0
32 16336.86 1986.69 0 0
33 15432 3217 0 0
34 10982 20367.85 0 0
37 11282.36 4355.17 0 0
38 15000 0 10
38.01
38.02
39 0 0
39.01
39.02
39.03
42 16674.13 0 0
43 21660.1 2115 0 0
44 10497.23 1989.08 0 0
45 6680 4510.28 0 0
46 8707.75 639.58 0 0
47 2749.53 2378.53 0 0
48 12404 3927.75 4167 0 0
49 41156.5 1827.48 0 0
52 5950 1665.56 0 0
53 16641.6 1969.62 0 0
53.01
53.02
53.03
53.04
53.05
54 13155 1543.08 0 0
55 10939 12832.3 0 0
56 22414.7 2792.81 0 0
56.01
56.02
56.03
56.04
56.05
57 16287.51 9495.36 0 0
58 0 0
65 2965 735.18 0 0
66 11214.18 1397.33 0 0
67 11259.93 2077.83 0 0
68 14405.17 10936.63 0 0
69 20969 3445.5 0 0
70 8819.17 5219.92 0 0
73 7837 3177 0 0
75 14051.45 631.58 0 0
77 1636.82 592.08 5 0
78 4005.45 837.25 0 0
79 0 0
80 7467.34 1192.21 0 0
81 8339.03 2115.83 0 0
83 4980.76 1195.13 0 0
84 2623.07 569.08 0 0
86 8771.96 1304.22 0 0
87 8588 3300 0 0
88 2286.42 1907.66 0 0
89 954.58 673.36 5 0
90 35625 2555.65 0 0
91 3640.52 833.58 0 0
93 9567 10 0
94 12843 4528 0 0
95 7229.58 1476 0 0
96 0 0
100 0 0
101 9300 1388 0 0
102 14591.89 2313.85 0 0
103 3788.76 723.42 0 0
104 3415.6 1068.08 0 0
105 10992.01 1948.99 0 0
106 8794.75 7125.53 0 0
107 5500 0 0
108 7811.17 348.7 0 0
109 10092.14 419.83 0 0
110 11117.53 2427.5 0 0
111 0 0
112 3700.56 1233.58 0 0
112.01
112.02
112.03
113 3975.13 840.25 10 10
115 2873.67 1528.27 0 0
116 2529.02 1867.2 0 0
117 11122.43 782.23 0 0
117.01
117.02
117.03
117.04
119 2329.01 740.5 0 0
120 3186.45 5232.62 0 0
121 1573.44 628.5 0 0
122 0 0
123 1715.42 825.58 0 0
124 0 0
128 3776 312.08 0 0
129 3321.04 391.08 0 0
131 2551 845.92 0 0
132 2258.98 375.25 5 0
134 3923.67 378.22 0 0
135 1510.13 387.93 0 0
136 1743.51 619.99 0 0
137 0 0
138 8840.87 655.03 0 0
141 0 0
142 3795.23 179.5 0 0
143 1258.12 1119.03 0 0
145 4821.42 499.42 0 0
147 7428.61 326.7 0 0
149 7891.12 0 0
150 1980.63 825.64 0 0
151 0 0
152 2818 613.43 0 0
154 0 0
155 2416.67 305.25 0 0
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