Exhibit 10.3
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
NCB, FSB
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2007
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TABLE OF CONTENTS
Page
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Section 1. Transactions on or Prior to the Closing Date....................
Section 2. Closing Date Actions............................................
Section 3. Conveyance of Mortgage Loans....................................
Section 4. Depositor's Conditions to Closing...............................
Section 5. Seller's Conditions to Closing..................................
Section 6. Representations and Warranties of Seller........................
Section 7. Obligations of Seller...........................................
Section 8. Crossed Mortgage Loans..........................................
Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance....................................................
Section 10. Representations and Warranties of Depositor.....................
Section 11. Survival of Certain Representations, Warranties and Covenants...
Section 12. Transaction Expenses............................................
Section 13. Recording Costs and Expenses....................................
Section 14. Notices.........................................................
Section 15. Notice of Exchange Act Reportable Events........................
Section 16. Examination of Mortgage Files...................................
Section 17. Successors......................................................
Section 18. Governing Law...................................................
Section 19. Severability....................................................
Section 20. Further Assurances..............................................
Section 21. Counterparts....................................................
Section 22. Treatment as Security Agreement.................................
Section 23. Recordation of Agreement........................................
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Notes
Schedule V Exceptions to Seller's Representations and Warranties
Exhibit A Representations and Warranties Regarding the Mortgage Loans
Exhibit B Form of Lost Note Affidavit
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of September 1, 2007, is made by and between NCB, FCB, a federal savings bank
chartered by the Office of Thrift Supervision of the U.S. Department of Treasury
("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation ("Depositor").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein or elsewhere in this Agreement, in the Pooling and Servicing
Agreement specified on such Schedule of Transaction Terms.
II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:
Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Xxxxx
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against receipt by
Seller of a written receipt, pursuant to an arrangement between Seller and the
Trustee; provided, however, that, item (xvi) in the definition of Mortgage File
(below) shall be delivered to the applicable Master Servicer for inclusion in
the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File; and provided, further, that Seller shall pay (or
cause the related Borrower to pay) any costs of the assignment or amendment of
each letter of credit described under said item (xvi) required in order for the
Trustee to draw on such letter of credit pursuant to the terms of the Pooling
and Servicing Agreement and shall deliver the related assignment or amendment
documents within thirty (30) days after the Closing Date. In addition, prior to
such assignment or amendment of a letter of credit, Seller will take all
necessary steps to enable the applicable Master Servicer to draw on the related
letter of credit on behalf of the Trustee pursuant to the terms of the Pooling
and Servicing Agreement, including, if necessary, drawing on the letter of
credit in its own name pursuant to written instructions to draw from the
applicable Master Servicer and upon receipt, immediately remitting the proceeds
of such draw (or causing such proceeds to be remitted) to the applicable Master
Servicer.
Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the Publicly Offered Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall purchase
from Seller, the Mortgage Loans pursuant to this Agreement for the
Mortgage Loan Purchase Price payable in accordance with instructions
previously provided to Depositor by Seller. The Mortgage Loan Purchase
Price shall be paid by Depositor to Seller or at its direction by wire
transfer in immediately available funds to an account designated by Seller
on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
by Depositor shall be equal to the amount that the Depositor and the
Seller have mutually agreed upon as the Seller's share of the net
securitization proceeds from the sale of the Publicly Offered Certificates
and the Private Certificates set forth in the Closing Statement (which
amount includes, without limitation, accrued interest. Pursuant to the
terms of the Pooling and Servicing Agreement, Depositor shall sell all of
its right, title and interest in and to the Mortgage Loans to the Trustee
(for the benefit of the Holders of the Certificates.
(ii) Depositor shall sell to the Underwriters, and the Underwriters
shall purchase from Depositor, the Publicly Offered Certificates pursuant
to the Underwriting Agreement, and Depositor shall sell to the Initial
Purchaser, and the Initial Purchaser shall purchase from Depositor, the
Private Certificates pursuant to the Certificate Purchase Agreement.
(iii) The Underwriters will offer the Publicly Offered Certificates
for sale to the public pursuant to the Prospectus and the Prospectus
Supplement and the Initial Purchaser will privately place certain classes
of the Private Certificates pursuant to the Offering Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller
shall sell, convey, assign and transfer, subject to any related servicing rights
of any applicable Master Servicer under, and/or any applicable Primary Servicer
contemplated by, the Pooling and Servicing Agreement, without recourse except as
provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 21(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The Mortgage File for each Mortgage Loan shall
contain the following documents on a collective basis:
(i) the original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the
form of Exhibit B hereto and a true and complete copy of the Note),
bearing, or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment from the
Mortgage Loan Originator either in blank or to Seller, and further
endorsed (at the direction of Depositor given pursuant to this Agreement)
by Seller, on its face or by allonge attached thereto, without recourse,
either in blank or to the order of the Trustee in the following form: "Pay
to the order of Xxxxx Fargo Bank, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C4, without
recourse, representation or warranty, express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office, and originals or counterparts (or originals, certified
copies or copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator) either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C4";
(iv) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage), and the
originals, counterparts or copies of any intervening assignments thereof
from the Mortgage Loan Originator of the Loan to Seller, in each case in
the form submitted for recording or, if recorded, with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator), either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C4";
(vi) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from the
Mortgage Loan Originator to Seller;
(vii) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), from Seller (or the
Mortgage Loan Originator) either in blank or to "Xxxxx Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C4," which assignment may be included as part of an omnibus
assignment covering other documents relating to the Mortgage Loan
(provided that such omnibus assignment is effective under applicable law);
(viii) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution
agreements, together with any evidence, when appropriate, of recording
thereon or in the form submitted for recording, in those instances where
the terms or provisions of the Mortgage, Note or any related security
document have been modified or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy), or if the policy has not yet
been issued, the original or a copy of a binding written commitment (which
may be a pro forma or specimen title insurance policy which has been
accepted or approved in writing by the related title insurance company or
escrow instructions binding on the title insurer irrevocably obligating
the title insurer to issue such title insurance policy) or interim binder
that is marked up as binding and countersigned by the title company,
insuring the priority of the Mortgage as a first lien on the related
Mortgaged Property, relating to such Mortgage Loan;
(x) the original or a counterpart of any guaranty of the obligations
of the Borrower under the Mortgage Loan;
(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the filing or
recording thereof (including the filing number or other similar filing
information) sufficient to perfect (and maintain the perfection of) the
security interest held by the Mortgage Loan Originator (and each assignee
of record prior to the Trustee) in and to the personalty of the Borrower
at the Mortgaged Property, and original UCC Financing Statement
assignments, in a form suitable for filing or recording, sufficient to
assign each such UCC Financing Statement to the Trustee;
(xii) the original or copy of the power of attorney (with evidence
of recording thereon) granted by the Borrower if the Mortgage, Note or
other document or instrument referred to above was not signed by the
Borrower;
(xiii) an original or copy of any subordination agreement,
standstill agreement or other intercreditor, co-lender or similar
agreement relating to subordinate indebtedness, including any mezzanine
loan documents or preferred equity documents;
(xiv) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related account control agreement and
a copy of the UCC Financing Statements, if any, submitted for filing with
respect to Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together with UCC
Financing Statement assignments in a form suitable for filing or
recording, sufficient to transfer such security interest to the Trustee on
behalf of the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if separate
from the related Mortgage);
(xvi) the originals and copies of letters of credit, if any,
relating to the Mortgage Loans and amendments thereto which entitles the
Trust to draw thereon; provided that in connection with the delivery of
the Mortgage File to the Trust, such originals shall be delivered to the
applicable Master Servicer and copies thereof shall be delivered to the
Trustee;
(xvii) any related environmental insurance policy and any
environmental guarantee or indemnity agreement or copies thereof;
(xviii) the original or a copy of the ground lease, ground lease
memorandum and ground lease estoppels, if any, and of any amendments,
modifications or extensions thereto, if any, or certified copies thereof;
(xix) copies of franchise agreements and franchisor comfort letters,
if any, for hospitality properties and any applicable transfer/assignment
documents; and
(xx) if applicable (and not for purposes of the Seller's delivery
obligations), the original or a counterpart of any post-closing agreement
relating to any modification, waiver or amendment of any term of any
Mortgage Loan (including fees charged the Borrower) required to be added
to the Mortgage File pursuant to Section 3.20(j) of the Pooling and
Servicing Agreement.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
of the last sentence of the first paragraph of this Section 3, with evidence of
recording or filing thereon on the Closing Date, solely because of a delay
caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, Seller: (i) shall
deliver, or cause to be delivered, to the Trustee or its designee a duplicate
original or true copy of such document or instrument certified by the applicable
public recording or filing office, the applicable title insurance company or
Seller to be a true and complete duplicate original or copy of the original
thereof submitted for recording or filing; and (ii) shall deliver, or cause to
be delivered, to the Trustee or its designee either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate public recording or filing office to be a true and complete copy of
the original thereof submitted for recording or filing), with evidence of
recording or filing thereon (with a copy to the applicable Master Servicer),
within 120 days after the Closing Date, which period may be extended up to two
times, in each case for an additional period of 45 days (provided that Seller,
as certified in writing to the Trustee prior to each such 45-day extension, is
in good faith attempting to obtain from the appropriate recording or filing
office such original or photocopy). Compliance with this paragraph will satisfy
Seller's delivery requirements under this Section 3 with respect to the subject
document(s) and instrument(s).
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
of the last sentence of the first paragraph of this Section 3, with evidence of
recording or filing thereon for any other reason, including without limitation,
that such non-delivered document or instrument has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the related Mortgage File if a photocopy of such non-delivered document or
instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof as filed or recorded) is delivered to the Trustee (with a copy
to the applicable Master Servicer) or its designee on or before the Closing
Date.
Notwithstanding the foregoing, in the event that Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, Seller has so notified the Trustee and shall
not be in breach of its obligations with respect to such delivery, provided that
Seller promptly forwards such UCC Financing Statement to the Trustee (with a
copy to the applicable Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.
Notwithstanding the foregoing, Seller may elect, at its sole cost
and expense, but is not obligated to, engage a third-party contractor to prepare
or complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to clauses (iii), (v), and
(xi) of the last sentence of the first paragraph of this Section 3
(collectively, the "Assignments"), to submit those Assignments for filing and
recording, as the case may be, in the applicable public filing and recording
offices and to deliver those Assignments to the Trustee or its designee as those
Assignments (or certified copies thereof) are received from the applicable
filing and recording offices with evidence of such filing or recording indicated
thereon. However, in the event Seller engages a third-party contractor as
contemplated in the immediately preceding sentence, the rights, duties and
obligations of Seller pursuant to this Agreement remain binding on the Seller;
and, if Seller does not engage a third party as contemplated by the immediately
preceding sentence, then Seller will still be liable for recording and filing
fees and expenses of the Assignments as and to the extent contemplated by
Section 13 hereof.
Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, rent rolls,
leases, environmental and engineering reports, third-party underwriting reports,
appraisals, surveys, legal opinions, estoppels, financial statements, operating
statements and any other information provided by the respective Borrower from
time to time, but excluding any draft documents, attorney/client communications,
which are privileged or constitute legal or other due diligence analyses, and
documents prepared by the Seller or any of its Affiliates solely for internal
communication, credit underwriting or due diligence analyses (other than the
underwriting information contained in the related underwriting memorandum or
asset summary report prepared by the Seller in connection with the preparation
of Exhibit A-1 to the Prospectus Supplement)) that are not required to be a part
of a Mortgage File in accordance with the definition thereof, together with
copies of all instruments and documents which are required to be a part of the
related Mortgage File in accordance with the definition thereof.
For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Mortgage Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
Loan.
Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable Master Servicer).
The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans due after the Cut-off Date, minus
that portion of any such payment which is allocable to the period on or prior to
the Cut-off Date. All scheduled payments of principal due on or before the
Cut-off Date and collected after the Cut-off Date, together with the
accompanying interest payments, shall belong to Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of documents prepared by Seller
or any of its Affiliates solely for internal credit analysis or other internal
uses or any attorney-client privileged communication, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the applicable Master Servicer via wire transfer for deposit
by the applicable Master Servicer into the Collection Account.
Seller shall, under generally accepted accounting principles
("GAAP"), report its transfer of the Mortgage Loans to Depositor, as provided
herein, as a sale of the Mortgage Loans to Depositor in exchange for the
consideration specified in Section 2 hereof. In connection with the foregoing,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Seller shall at all times
following the Closing Date cause all of its records and financial statements and
any relevant consolidated financial statements of any direct or indirect parent
to clearly reflect that the Mortgage Loans have been transferred to Depositor
and are no longer available to satisfy claims of Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.
Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:
(a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
(i) the Mortgage Files, subject to the provisos of Section 1 of this
Agreement, which shall have been delivered to and held by the Trustee or
its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its representations and
warranties set forth in Section 6(a) (subject to the exceptions set forth
in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the Closing
Date, covering various corporate matters and such other matters as shall
be reasonably required by Depositor; provided that (A) such opinion may
express its reliance as to factual matters on, among other things
specified in such opinion, the representations and warranties made herein,
and on certificates or other documents furnished by officers of Seller and
(B) in rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the laws of the State of New York and the
laws of the United States and shall not be required to express any opinion
with respect to the registration or qualification of the Certificates
under any applicable state or federal securities laws;
(v) such other certificates of Seller's officers or others and such
other documents to evidence fulfillment of the conditions set forth in
this Agreement as Depositor or its counsel may reasonably request; and
(vi) all other information, documents, certificates, or letters with
respect to the Mortgage Loans or Seller and its Affiliates as are
reasonably requested by Depositor in order for Depositor to perform any of
it obligations or satisfy any of the conditions on its part to be
performed or satisfied pursuant to any sale of Mortgage Loans by Depositor
as contemplated herein.
(c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five (5) limited powers of attorney in favor of the Trustee and
applicable Special Servicer empowering the Trustee and, in the event of the
failure or incapacity of the Trustee, the applicable Special Servicer, to
record, at the expense of Seller, any Mortgage Loan Documents required to be
recorded and any intervening assignments with evidence of recording thereon that
are required to be included in the Mortgage Files. Seller shall reasonably
cooperate with the Trustee and the applicable Special Servicer in connection
with any additional powers or revisions thereto that are requested by such
parties.
Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:
(a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; and all of
the representations and warranties of Depositor under this Agreement shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to Depositor which, with notice or the passage
of time, would constitute a material default under this Agreement, and Seller
shall have received certificates to that effect signed by authorized officers of
Depositor.
(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the Closing
Date, with the resolutions of Depositor authorizing the transactions set
forth therein, together with copies of the charter, by-laws and
certificate of good standing dated as of a recent date of Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
(c) Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.
Section 6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the date
hereof, as follows:
(i) Seller is duly organized and is validly existing as a federal
savings bank in good standing under the laws of the United States of
America. Seller has conducted and is conducting its business so as to
comply in all material respects with all applicable statutes and
regulations of regulatory bodies or agencies having jurisdiction over it,
except where the failure so to comply would not have a materially adverse
effect on the performance by Seller of this Agreement, and there is no
charge, action, investigation, suit or proceeding before or by any court,
regulatory authority or governmental agency or body pending or, to the
knowledge of Seller, threatened, which is reasonably likely to materially
and adversely affect the performance by Seller of this Agreement or the
consummation of transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to hold,
transfer and convey the Mortgage Loans and to execute and deliver this
Agreement (and all agreements and documents executed and delivered by
Seller in connection herewith) and to perform all transactions of Seller
contemplated by this Agreement (and all agreements and documents executed
and delivered by Seller in connection herewith). Seller has duly
authorized the execution, delivery and performance of this Agreement (and
all agreements and documents executed and delivered by Seller in
connection herewith), and has duly executed and delivered this Agreement
(and all agreements and documents executed and delivered by Seller in
connection herewith). This Agreement (and each agreement and document
executed and delivered by Seller in connection herewith), assuming due
authorization, execution and delivery thereof by each other party thereto,
constitutes the legal, valid and binding obligation of Seller enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
moratorium or other laws relating to or affecting the rights of creditors
generally, by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and by
considerations of public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (A) conflict with or result
in a breach of any of the terms, conditions or provisions of Seller's
articles or certificate of incorporation and bylaws or similar type
organizational documents, as applicable; (B) conflict with, result in a
breach of, or constitute a default or result in an acceleration under, any
agreement or instrument to which Seller is now a party or by which it (or
any of its properties) is bound if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for Seller to
perform its duties and obligations under this Agreement (or any agreement
or document executed and delivered by Seller in connection herewith); (C)
conflict with or result in a breach of any legal restriction if compliance
therewith is necessary (1) to ensure the enforceability of this Agreement
or (2) for Seller to perform its duties and obligations under this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith); (D) result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller or its property is
subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for Seller to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); or (E) result in
the creation or imposition of any lien, charge or encumbrance that would
have a material adverse effect upon Seller's ability to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith), or materially
impair the ability of Depositor to realize on the Mortgage Loans.
(iv) Seller is solvent and the sale of the Mortgage Loans (1) will
not cause Seller to become insolvent and (2) is not intended by Seller to
hinder, delay or defraud any of its present or future creditors. After
giving effect to its transfer of the Mortgage Loans, as provided herein,
the value of Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of Seller's debts and
obligations, including contingent and unliquidated debts and obligations
of Seller, and Seller will not be left with unreasonably small assets or
capital with which to engage in and conduct its business. Seller does not
intend to, and does not believe that it will, incur debts or obligations
beyond its ability to pay such debts and obligations as they mature. No
proceedings looking toward liquidation, dissolution or bankruptcy of
Seller are pending or contemplated.
(v) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any court or governmental agency or body
having jurisdiction or regulatory authority over Seller is required for
(A) Seller's execution, delivery and performance of this Agreement (or any
agreement or document executed and delivered by Seller in connection
herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or
(C) the consummation by Seller of the transactions contemplated by this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith) or, to the extent so required, such consent,
approval, authorization, order, registration, filing or notice has been
obtained, made or given (as applicable), except for the filing or
recording of assignments and other Mortgage Loan Documents contemplated by
the terms of this Agreement and except that Seller may not be duly
qualified to transact business as a foreign corporation or licensed in one
or more states if such qualification or licensing is not necessary to
ensure the enforceability of this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller is
receiving new value. The consideration received by Seller upon the sale of
the Mortgage Loans constitutes at least fair consideration and reasonably
equivalent value for the Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant of Seller
contained in this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or, to
Seller's knowledge, threatened in writing against Seller which are
reasonably likely to draw into question the validity of this Agreement (or
any agreement or document executed and delivered by Seller in connection
herewith) or which, either in any one instance or in the aggregate, are
reasonably likely to materially impair the ability of Seller to perform
its duties and obligations under this Agreement (or any agreement or
document executed and delivered by Seller in connection herewith).
(ix) Seller's performance of its duties and obligations under this
Agreement (and each agreement or document executed and delivered by Seller
in connection herewith) is in the ordinary course of business of Seller
and Seller's transfer, assignment and conveyance of the Mortgage Loans
pursuant to this Agreement are not subject to the bulk transfer or similar
statutory provisions in effect in any applicable jurisdiction. The
Mortgage Loans do not constitute all or substantially all of Seller's
assets.
(x) Seller has not dealt with any Person that may be entitled, by
reason of any act or omission of Seller, to any commission or compensation
in connection with the sale of the Mortgage Loans to Depositor hereunder
except for (A) the reimbursement of expenses as described herein or
otherwise in connection with the transactions described in Section 2
hereof and (B) the commissions or compensation owed to the Underwriters or
the Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound which breach or default would materially and
adversely affect the ability of Seller to perform its obligations under
this Agreement.
(xii) The representations and warranties contained in Exhibit A
hereto, subject to the exceptions to such representations and warranties
set forth on Schedule V hereto, are true and correct in all material
respects as of the date hereof with respect to the Mortgage Loans
identified on Schedule II.
(xiii) The information set forth in any Disclosure Information (as
defined in the NCB, FSB Indemnification Agreement), as last forwarded to
each prospective investor at or prior to the date on which a contract for
sale was entered into with such prospective investor, (i) does not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and (ii) complies with the
requirements of and contains all of the applicable information required by
Regulation AB (as defined in the NCB, FSB Indemnification Agreement); but
only to the extent that (i) such information regards the Mortgage Loans
and is contained in the Loan Detail (as defined in the NCB, FSB
Indemnification Agreement) or, to the extent consistent therewith, the
Diskette (as defined in the NCB, FSB Indemnification Agreement) or (ii)
such information regarding the Seller or the Mortgage Loans was contained
in the Confidential Offering Circular or the Prospectus Supplement under
the headings "Summary of Prospectus Supplement--Relevant
Parties/Entities," "--Sponsors and Mortgage Loan Sellers,"
"--Originators," "--The Underlying Mortgage Loans," "--Source of the
Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors
and Mortgage Loan Sellers," "Description of the Underlying Mortgage Loans"
and "--Significant Mortgage Loans" and such information does not represent
an incorrect restatement or an incorrect aggregation of correct
information regarding the Mortgage Loans contained in the Loan Detail.
(b) Seller hereby agrees that it shall be deemed to make, as of the
date of substitution, to and for the benefit of the Trustee as the holder of the
Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a
"Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by
a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement,
each of the representations and warranties set forth in Exhibit A hereto
(references therein to "Closing Date" being deemed to be references to the "date
of substitution" and references therein to "Cut-off Date" being deemed to be
references to the "due date for the subject Replacement Mortgage Loan during the
month of substitution"). From and after the date of substitution, each
Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage
Loan" hereunder for all purposes.
Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.
If Seller receives notice of a breach of any of the representations
or warranties made by Seller with respect to the Mortgage Loans (subject to the
exceptions to such representations and warranties set forth in the Exception
Report), as of the date hereof in Section 6(a)(xii) or as of the Closing Date
pursuant to Section 4(b)(iii) (in either case, subject to the exceptions to such
representations and warranties set forth in the Exception Report), or in the
case of any Replacement Mortgage Loan, as of the date of substitution pursuant
to Section 6(b) (in any such case, a "Breach"), or receives notice that (a) any
document required to be included in the Mortgage File related to any Mortgage
Loan is not in the Trustee's (or its designee's) possession within the time
period required herein or (b) such document has not been properly executed or is
otherwise defective on its face (clause (a) and clause (b) each, a "Defect"
(which term shall include the "Defects" detailed in the immediately following
paragraph) in the related Mortgage File), and if such Breach or Defect, as the
case may be, materially and adversely affects, or is deemed hereby to materially
and adversely affect, the value of any Mortgage Loan or any successor REO Loan
with respect thereto or the interests of the Holders of any Class of
Certificates (in which case such Breach or Defect shall be a "Material Breach"
or a "Material Defect," as applicable), then Seller shall, upon written request
of Depositor, the Trustee, the applicable Master Servicer or the applicable
Special Servicer, not later than the earlier of 90 days from the receipt by
Seller of such notice or discovery by Seller of such Breach or Defect (subject
to the second succeeding paragraph, the "Initial Resolution Period"): (i) cure
such Breach or Defect in all material respects; (ii) repurchase the affected
Mortgage Loan at the applicable Purchase Price (as defined in the Pooling and
Servicing Agreement); or (iii) substitute, in accordance with the Pooling and
Servicing Agreement, one or more Qualified Substitute Mortgage Loans (as defined
in the Pooling and Servicing Agreement) for such affected Mortgage Loan
(provided that in no event shall any substitution occur later than the second
anniversary of the Closing Date) and pay the applicable Master Servicer for
deposit into the applicable Collection Account any Substitution Shortfall Amount
(as defined in the Pooling and Servicing Agreement) in connection therewith;
provided, however, that if (i) such Material Breach or Material Defect is
capable of being cured but not within the Initial Resolution Period, (ii) such
Material Breach or Material Defect does not cause the related Mortgage Loan not
to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the
Code), (iii) Seller has commenced and is diligently proceeding with the cure of
such Material Breach or Material Defect within the Initial Resolution Period and
(iv) Seller has delivered to the Rating Agencies, the applicable Master
Servicer, the applicable Special Servicer and the Trustee an Officer's
Certificate that describes the reasons that the cure was not effected within the
Initial Resolution Period and the actions that it proposes to take to effect the
cure and that states that it anticipates the cure will be effected within the
additional 90-day period, then Seller shall have an additional 90 days to cure
such Material Defect or Material Breach. If any Breach pertains to a
representation or warranty that the related Mortgage Loan Documents or any
particular Mortgage Loan Document requires the related Borrower to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan Document(s), then Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the applicable Master Servicer, the applicable Special Servicer, the Trustee
or the Trust Fund that are the basis of such Breach and have not been reimbursed
by the related Borrower; provided, however, that in the event any such costs and
expenses exceed $10,000, Seller shall have the option to either repurchase the
related Mortgage Loan at the applicable Purchase Price or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, Seller shall remit the amount of such costs and expenses and upon its
making such remittance, Seller shall be deemed to have cured such Breach in all
respects. With respect to any repurchase of a Mortgage Loan hereunder or with
respect to any substitution of one or more Qualified Substitute Mortgage Loans
for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Mortgage Loan(s) after the Due Date in the month of substitution, and scheduled
payments of principal and interest due with respect to each Mortgage Loan being
repurchased or replaced after the related Cut-off Date and received by the
applicable Master Servicer or the applicable Special Servicer on behalf of the
Trust on or prior to the related date of repurchase or substitution, shall be
part of the Trust Fund; and (C) scheduled payments of principal and interest due
with respect to each such Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and scheduled payments of principal and
interest due with respect to each Mortgage Loan being repurchased or replaced
and received by the applicable Master Servicer or the applicable Special
Servicer on behalf of the Trust after the related date of repurchase or
substitution, shall not be part of the Trust Fund, and Seller (or, if
applicable, any person effecting the related repurchase or substitution in the
place of Seller) shall be entitled to receive such payments promptly following
receipt by the applicable Master Servicer or the applicable Special Servicer, as
applicable, under the Pooling and Servicing Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) of the last
sentence of the first paragraph of Section 3 hereof; (d) the absence from the
Mortgage File of any intervening assignments required to create an effective
assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation, together with a certificate stating that the original
intervening assignment was sent for recordation, or a copy of the intervening
assignment and the related recording information; or (e) the absence from the
Servicer File of any required original letter of credit, provided that such
Defect may be cured by any substitute letter of credit or cash reserve on behalf
of the related Borrower; or (f) the absence from the Mortgage File of the
original or a copy of any required ground lease. In addition, Seller shall cure
any Defect described in clause (b), (c), (e) or (f) of the immediately preceding
sentence as required in Section 2.02(b) of the Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.
Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice (pursuant to this Section 7
or its discovery of, such Defect or Breach (which period shall not be subject to
extension).
If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage Group (without regard to this paragraph), then
the applicable Breach or Defect, as the case may be, will be deemed to
constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this Section 7 unless such other Crossed Mortgage Loans satisfy the Crossed
Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing
Agreement) and Seller can satisfy all other criteria for substitution or
repurchase of the affected Mortgage Loan(s) set forth in the Pooling and
Servicing Agreement. In the event that one or more of such other Crossed
Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase Criteria, Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan as to which the related Material Breach or Material Defect exists or to
repurchase or substitute for all of the Crossed Mortgage Loans in the related
Mortgage Group. The Seller shall be responsible for the cost of any Appraisal
required to be obtained by the applicable Master Servicer to determine if the
Crossed Mortgage Loan Repurchase Criteria have been satisfied, so long as the
scope and cost of such Appraisal has been approved by Seller (such approval not
to be unreasonably withheld). For purposes of this paragraph, a "Mortgage Group"
is any group of Mortgage Loans identified as a Mortgage Group on Schedule III to
this Agreement.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Trust Fund in
connection therewith, including any unreimbursed advances and interest thereon
made with respect to the Mortgaged Property that is being released, and (iii)
such cure by release of such Mortgaged Property is effected within the time
periods specified for a cure of a Material Breach or Material Defect in this
Section 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds (and, in the case of a
substitution, receipt of the Mortgage File(s) fr the related Qualified
Substitute Mortgage Loans(s)), shall promptly release the related Mortgage File
and Servicer File or cause them to be released, to Seller and shall execute and
deliver such instruments of transfer or assignment as shall be necessary to vest
in Seller the legal and beneficial ownership of such Mortgage Loan (including
any property acquired in respect thereof or proceeds of any insurance policy
with respect thereto) and the related Mortgage Loan Documents.
It is understood and agreed that the obligations of Seller set forth
in this Section 7 constitute the sole remedies available to Depositor and its
successors and assigns respecting any Breach or Defect affecting a Mortgage
Loan.
Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage Loans, Seller
and Depositor (on behalf of its successors and assigns) agree to modify upon
such repurchase or substitution, the related Mortgage Loan Documents in a manner
such that such affected Crossed Mortgage Loan repurchased or substituted by
Seller, on the one hand, and any related Crossed Mortgage Loans still held by
the Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that Seller shall have furnished
the Trustee, at Seller's expense, with an Opinion of Counsel that such
modification shall not cause an Adverse REMIC Event; and provided, further, that
if such Opinion of Counsel cannot be furnished, Seller and Depositor hereby
agree that such repurchase or substitution of only the affected Crossed Mortgage
Loans, notwithstanding anything to the contrary herein, shall not be permitted
(in which case, the Seller will be obligated to purchase or substitute for all
Crossed Mortgage Loans in the related Mortgage Group (defined above)). Any
reserve or other cash collateral or letters of credit securing the subject
Crossed Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by
Seller of the parenthetical in representation (xxviii)(1) set forth on Exhibit A
hereto. Unless the Seller elects to repurchase or substitute for such Mortgage
Loan in accordance with the second paragraph of Section 7 Seller shall pay all
reasonable costs and expenses associated with a defeasance of a Mortgage Loan to
the extent such costs and expenses have not been paid by the related Borrower
and such Borrower is not required to pay them under the terms of the related
Mortgage Loan Documents in effect on or before the Closing Date, the payment of
which fees shall constitute the sole remedy of any breach by Seller of
representation (liii)(F) set forth on Exhibit A hereto unless the Seller elects
to repurchase or substitute for such Mortgage Loan in accordance with the second
paragraph of Section 7.
Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:
(a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.
(c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 12 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.
Section 12. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 12 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).
Section 13. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.
Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy No.: (212)
743-4756 (with a copy to Xxxxx XxXxxxxxxx, Esq., Legal & Compliance Department,
Telecopy No.: (000) 000-0000), or such other address or telecopy number as may
be designated by Depositor to Seller in writing, or (b) if sent to Seller, will
be mailed, delivered or telecopied and confirmed to it at 0000 Xxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxxx Xxxxx, Telecopy No.:
(000) 000-0000, or such other address or telecopy number as may be designated by
Seller to Depositor in writing.
Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor 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),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best
efforts to deliver proposed disclosure language relating to any event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Depositor within one (1) business day and in any event no later
than two (2) business days of the Seller becoming aware of such event and shall
provide disclosure relating to any other event reasonably determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2) business days following the Depositor's request for such disclosure
language. The obligation of the Seller to provide the above referenced
disclosure materials will terminate upon notice from the Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the Pooling and
Servicing Agreement. The Seller hereby acknowledges that the information to be
provided by it pursuant to this Section 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 Securities Exchange Act of 1934, as amended.
Section 16. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.
Section 17. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such designated
Persons and for the benefit of no other Person; it being understood that (a) the
indemnities of Seller contained in that certain Indemnification Agreement dated
August 24, 2007, among Seller, Depositor, the Initial Purchaser and the
Underwriters, relating to, among other things, information regarding the
Mortgage Loans in the Prospectus Supplement and the Offering Circular, subject
to all limitations therein contained, shall also be for the benefit of the
officers and directors of Depositor, the Underwriters and the Initial Purchaser
and any person or persons who control Depositor, the Underwriters and the
Initial Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended, and (b) the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder; provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.
Section 18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.
Section 19. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.
Section 20. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
Section 21. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.
Section 22. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to
any of the property described in the Mortgage Loans, including the related
Notes, Mortgages and title, hazard and other insurance policies,
identified on the Mortgage Loan Schedule or that constitute Replacement
Mortgage Loans, and all distributions with respect thereto payable after
the Cut-off Date;
(ii) all accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
described in clause (i) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), in each case,
payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral described in
clauses (i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;
(d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and
(e) Seller at the direction of Depositor or its assignee, 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 and the proceeds thereof, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. In connection
herewith, Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.
Section 23. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as the date first
above written.
NCB, FSB
as Seller
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of September 1, 2007, between NCB, FSB and Credit Suisse First Boston Mortgage
Securities Corp. Capitalized terms used herein without definition have the
meanings given them in or by reference in the Agreement or, if not defined in
the Agreement, in the Pooling and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"Assignments" shall have the meaning given such term in Section 3 of
this Agreement.
"Borrower" means the borrower under a Mortgage Loan.
"Breach" shall have the meaning given such term in Section 7 of this
Agreement.
"Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated August 24, 2007, between Depositor and the Initial Purchaser.
"Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C4.
"Closing" shall have the meaning given that term in Section 2 of
this Agreement.
"Closing Date" means September 7, 2007.
"Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.
"Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in September 2007 (or with
respect to Mortgage Loans which had closing/funding dates in September 2007, the
respective closing/funding dates of such Mortgage Loans).
"Defect" shall have the meaning given such term in Section 7 of this
Agreement.
"Depositor" shall have the meaning given such term in the first
sentence of this Agreement.
"Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(xii) and under the written certificate described in Section 4(b)(iii)
of this Agreement, which exceptions are set forth in Schedule V attached hereto
and made a part hereof.
"Initial Purchaser" means Credit Suisse Securities (USA) LLC.
"Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.
"Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.
"Material Breach" shall have the meaning given such term in Section
7 of this Agreement.
"Material Defect" shall have the meaning given such term in Section
7 of this Agreement.
"Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).
"Mortgage Group" shall have the meaning given such term in Section 7
of this Agreement.
"Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.
"Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.
"Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.
"NCB, FSB Indemnification Agreement" means the agreement by and
among the Depositor, the Seller and each Underwriter.
"Offering Circular" means the confidential offering circular dated
August 24, 2007, describing certain classes of the Private Certificates.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
September 1, 2007, among Depositor, the Master Servicers, the Special Servicers
and the Trustee, including, without limitation, the exhibits and schedules
annexed thereto.
"Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Crossed Mortgage Loan and excluding any Mortgaged Property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Mortgage Loan.
"Private Certificates" means the Certificates that are not Publicly
Offered Certificates.
"Prospectus" means the Prospectus dated August 13, 2007, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-141613).
"Prospectus Supplement" means the Prospectus Supplement, dated
August 24, 2007, relating to the Publicly Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class X-0,
Xxxxx X-0, Class A-AB, Class A-4, Class A-1-A, Class A-M, Class A-1-AM, Class
A-J and Class A-1-AJ Certificates.
"Seller" shall have the meaning given such term in the first
sentence of this Agreement.
"Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).
"Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.
"Trustee" shall have the meaning given such term in Section 1 of
this Agreement.
"Underwriters" means Credit Suisse Securities (USA) LLC, Greenwich
Capital Markets, Inc. and PNC Capital Markets LLC.
"Underwriting Agreement" means the Underwriting Agreement, dated
August 24, 2007, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C4
Loan
# Crossed Group # Property Name Address City
----- ------- ------- --------------------------------------- ------------------------------ ---------------
55 0 Xxxxxx Xxxxx Xxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx
57 1 St. Mary's Medical Office Building 2470 Xxxxxxx'x Bridge Road Athens
66 0 Xxxxxxxxxxx Xxxxx Shopping Center 00-000 Xxxxxx Xxxx. Weaverville
75 0 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 000 Xxxxxxxxxxx Xxxx Xxxxxx Township
81 1 Country Inn and Suites 00000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxx
85 1 0000X XXX Xxxxxxx 0000X XXX Xxxxxxx Xxxx Xxxxxxx
99 1 Xxxxx Portfolio
99.1 1 0000 Xxxxx Xxxx XX 0000 Xxxxx Xxxx XX Concord
99.2 1 0000X Xxxxxx Xxxx 1250B Auburn Road Dacula
100 1 American Automatic Sprinkler 0000 Xxxxxx Xxxxx Xxxxxxx
104 1 Tower Professional Building 00000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx
000 1 00000 Xxxxxx Xxxx 00000 Xxxxxx Xxxx Xxxx Valley
128 1 Rainbow City Shopping Center 0000 Xxxxxxx Xxxxx Rainbow City
137 1 Ambler Portfolio
137.1 1 114E. Xxxxxx Avenue 114E. Xxxxxx Avenue Ambler
137.2 1 3 X. Xxxxxx /11 N. Main Street 3 X. Xxxxxx /00 X. Xxxx Xxxxxx Ambler
137.3 1 0 X. Xxxxxx Xxxxxx 0 X. Xxxxxx Xxxxxx Ambler
137.4 1 000 X. Xxxxxx Xxxxxx 000 X. Xxxxxx Xxxxxx Ambler
144 1 Providence Place 0000 Xxxxx Xxxxxxxxx Xxx Xxxxxxxxx
146 1 Forest Station, LLC 0000 Xxxxxx Xxxxx Xxxxxxxx
151 0 Xxxx Xxxxxx Xxxxxxx 000 Xxxxxxxx Avenue Statesboro
152 0 Xxx Xxxx Xxxxxxxx 00000 Xxxxxxxxx Xxxx Xxxxxxx
156 1 Sugarloaf Marketplace 0000 Xxxxxx Xxxxxxx Xxxxxxxxxxxxx
159 1 Xxxxxx Xxxxx Medical Building 3655 Xxxxxx Xxxxx Road Duluth
160 1 Ways Station Shopping Center 0000-X XX Xxxxxxx 00 Xxxxx Xxxxxxxx Hill
162 1 Fountain Park Office Center 29000 Inkster Road Southfield
163 1 Tractor Supply - Rome, GA 000 Xxxxxxx 000 Rome
170 1 Loris Landing Shopping Center 000 Xxxxxxx 000 Xxxxx Loris
176 1 Oxford Shopping Center 000 Xxxxx Xxxx Xxxxxx
000 0 Xxxxxxxx FSB Branch - Valrico 2211 Xxxxxx Xxxxxx Xxxx Xxxxxxx
000 1 Xxxxxx'x Furniture-Southfield 00000 Xxxxxxxxx Xxxx Xxxxxxx
000 0 XXX Property 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx
187 1 Three Mile Oak Shopping Center 2134 Generals Highway Annapolis
189 1 Woodstock Commercial Center 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx
000 0 Xxxxxxxx Xxxxxxx Properties 000-000 Xxxxxxxx Xxxxxxx Atwater
196 1 Warner Robins MOB 000-000 Xxxxxx Xxxxx Xxxxxx Xxxxxx
198 1 000 Xxxxxx Xxxx Medical Office Xxxxxxxx 000 Xxxxxx Xxxx Xxxxxxxx
000 0 BILO's Retail Shops 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxxx
204 1 0000 0xx Xxxxxx 0000 0xx Xxxxxx Xxxxxxxx
205 1 Auto Zone 00000 Xxxxxx Xxxx Xxxxx Olmsted
207 1 National City Bank 0000 Xxxxx-Xxxxxxxxxx Xxxx Mason
Total/Weighted Average:
Units/
Sq. Ft./
Zip Property Property Mortgage Rooms/ Original
# County State Code Type Sub-type Property Seller Pads Balance
----- ------------- ----- ----- ---------- ------------------------ --------------- ----------- -----------
55 Xxxxxx XX 00000 Retail Anchored NCB,FSB 119,209 $8,525,000
57 Xxxxxx XX 00000 Office Suburban NCB,FSB 34,966 $8,500,000
66 Xxxxxxxx XX 00000 Retail Anchored NCB,FSB 135,231 $7,000,000
75 Xxxxxxxxx XX 00000 Retail Unanchored NCB,FSB 29,724 $5,800,000
81 Xxx XX 00000 Hotel Limited Service NCB,FSB 112 $5,300,000
85 Xxxxxxx XX 00000 Office Suburban NCB,FSB 37,501 $4,900,000
99 NCB,FSB 18,399 $3,990,000
99.1 Xxxxxxxx XX 00000 Retail Unanchored 9,999 $2,150,000
99.2 Xxxxxxxx XX 00000 Retail Unanchored 8,400 $1,840,000
000 Xxxxxxx XX 00000 Xxxxxxxxxx X/X XXX,XXX 25,372 $3,950,000
104 Xxxxxxxxxxxx XX 00000 Office Suburban NCB,FSB 20,028 $3,700,000
111 Xxxxxxxxx XX 00000 Mixed Use Office/Warehouse NCB,FSB 29,319 $3,500,000
000 Xxxxxx XX 00000 Retail Anchored NCB,FSB 51,248 $2,800,000
137 NCB,FSB 25,769 $2,500,000
137.1 Xxxxxxxxxx XX 00000 Retail Unanchored 8,000 $1,043,247
137.2 Xxxxxxxxxx XX 00000 Mixed Use Retail/Multifamily 9,269 $796,662
137.3 Xxxxxxxxxx XX 00000 Retail Unanchored 3,200 $379,363
137.4 Xxxxxxxxxx XX 00000 Retail Unanchored 5,300 $280,728
144 Xxx Xxxxxxxxx XX 00000 Healthcare Assisted Living Facility NCB,FSB 17 $2,340,000
146 Xxxxxxxx XX 00000 Retail Unanchored NCB,FSB 11,500 $2,300,000
151 Xxxxxxx XX 00000 Retail Unanchored NCB,FSB 21,643 $2,160,000
152 Xxxxxx XX 00000 Office Suburban NCB,FSB 17,949 $2,100,000
000 Xxxxxxxx XX 00000 Retail Unanchored NCB,FSB 9,440 $2,025,000
000 Xxxxxxxx XX 00000 Xxxxxx Xxxxxxxx XXX,XXX 9,579 $2,000,000
000 Xxxxx XX 00000 Retail Anchored NCB,FSB 60,310 $2,000,000
162 Xxxxxxx XX 00000 Office Suburban NCB,FSB 14,710 $2,000,000
163 Xxxxx XX 00000 Retail Unanchored NCB,FSB 19,097 $1,925,000
000 Xxxxx XX 00000 Retail Anchored NCB,FSB 38,000 $1,800,000
176 Xxxxxxx XX 00000 Retail Unanchored NCB,FSB 16,400 $1,651,400
177 Xxxxxxxxxxxx XX 00000 Office Suburban NCB,FSB 4,400 $1,630,000
000 Xxxxxxxxxx XX 00000 Retail Anchored NCB,FSB 23,337 $1,600,000
000 Xxxxxxxxx XX 00000 Xxxxxx Xxxxxxxx XXX,XXX 8,379 $1,550,000
000 Xxxx Xxxxxxx XX 00000 Retail Unanchored NCB,FSB 7,390 $1,500,000
000 XxXxxxx XX 00000 Xxxxxx Xxxxxxxx XXX,XXX 9,090 $1,460,000
192 Xxxxxx XX 00000 Industrial N/A NCB,FSB 29,300 $1,440,000
196 Xxxxxxx XX 00000 Office Suburban NCB,FSB 11,167 $1,360,000
000 Xxxx XX 00000 Xxxxxx Xxxxxxxx XXX,XXX 9,068 $1,325,000
000 Xxxxx XX 00000 Retail Unanchored NCB,FSB 11,550 $1,120,000
000 Xxxxx XX 00000 Mixed Use Retail/Multifamily NCB,FSB 3,600 $1,100,000
205 Xxxxxxxx XX 00000 Retail Unanchored NCB,FSB 5,070 $1,050,000
207 Xxxxxx XX 00000 Retail Unanchored NCB,FSB 3,475 $1,050,000
Total/Weighted Average: $98,951,400
Percentage of Occupancy
Cut-off Initial Net Maturity Fee/ Year Year Rate at Occupancy Appraised
# Balance (1) Pool Balance Balance (2) Leasehold Built Renovated U/W (3) Date (3) Value
-------- ----------- ------------- ----------- --------- ----- --------- --------- ---------- ----------- ---
55 $8,525,000 0.4% $7,503,962 Fee 1985 N/A 92% 3/1/2007 $11,600,000
57 $8,500,000 0.4% $5,892,596 Fee 2006 N/A 100% 4/10/2007 $11,975,000
66 $6,939,073 0.3% $6,007,107 Fee 1986 N/A 100% 6/1/2007 $10,050,000
75 $5,800,000 0.3% $5,410,925 Fee 2006 N/A 100% 5/17/2007 $8,600,000
81 $5,292,630 0.3% $4,580,375 Fee 2001 N/A 65% N/A $13,200,000
85 $4,877,467 0.2% $4,147,948 Fee 1999 2004 82% 3/9/2007 $6,900,000 (26)
99 $3,976,433 0.2% $3,397,851 $5,465,000
99.1 $2,142,689 0.10% $1,830,922 Fee 2006 N/A 100% 7/1/2007 $3,165,000
99.2 $1,833,743 0.09% $1,566,929 Fee 2006 N/A 71% 7/1/2007 $2,300,000 (27)
100 $3,924,807 0.2% $3,375,787 Fee 1986 N/A 100% 1/31/2007 $5,325,000
104 $3,700,000 0.2% $3,320,081 Fee 2005 2006 80% 12/20/2006 $4,980,000 (28)
111 $3,480,715 0.2% $2,692,927 Fee 1960 2005 100% 4/20/2007 $4,600,000
128 $2,800,000 0.1% $2,510,082 Fee 1996 N/A 100% 4/1/2007 $4,250,000
137 $2,500,000 0.1% $2,212,692 $3,295,000
137.1 $1,043,247 0.05% $923,354 Fee 1925 N/A 100% 2/8/2007 $1,375,000
137.2 $796,662 0.04% $705,107 Fee 1910 2001 100% 2/8/2007 $1,050,000
137.3 $379,363 0.02% $335,765 Fee 1917 2001 100% 2/8/2007 $500,000
137.4 $280,728 0.01% $248,466 Fee 1925 N/A 100% 2/8/2007 $370,000
144 $2,334,356 0.1% $2,009,137 Fee 2000 N/A 100% 5/31/2007 $6,300,000
146 $2,300,000 0.1% $2,029,106 Fee 2005 N/A 100% 3/20/2007 $2,975,000
151 $2,154,046 0.1% $1,824,631 Fee 2002 N/A 100% 7/11/2007 $2,720,000
152 $2,100,000 0.1% $1,848,785 Fee 2005 N/A 100% 5/1/2007 $2,850,000
156 $2,025,000 0.1% $1,782,075 Fee 2006 N/A 100% 2/5/2007 $2,650,000
159 $1,994,764 0.1% $1,700,510 Fee 2002 N/A 95% 4/16/2007 $2,900,000
160 $1,991,791 0.1% $1,542,849 Fee 1989 2004 98% 2/28/2007 $3,400,000
162 $1,977,641 0.1% $1,718,023 Fee 1997 N/A 100% 12/31/2006 $2,600,000
163 $1,914,408 0.1% $1,628,265 Fee 2005 N/A 100% 2/28/2007 $2,850,000
170 $1,800,000 0.1% $1,583,694 Fee 1991 2005 100% 6/1/2007 $2,400,000
176 $1,651,400 0.1% $1,434,466 Fee 1999 N/A 95% 1/26/2007 $2,500,000
177 $1,627,595 0.1% $1,400,454 Fee 2002 2007 100% 3/2/2007 $2,350,000
180 $1,600,000 0.1% $1,413,392 Fee 1966 2005 100% 6/30/2007 $3,200,000
183 $1,544,481 0.1% $1,312,606 Fee 1981 2004 100% 4/18/2007 $2,100,000
187 $1,493,149 0.1% $1,270,911 Fee 1983 N/A 100% 1/31/2007 $2,700,000
189 $1,456,059 0.1% $1,236,628 Fee 2006 N/A 100% 5/10/2007 $1,950,000
192 $1,436,328 0.1% $1,350,713 Fee 2005 N/A 100% 7/27/2007 $2,300,000
196 $1,353,845 0.1% $1,272,484 Fee 1999 2006 100% 1/29/2007 $1,700,000
198 $1,325,000 0.1% $1,175,388 Fee 1988 N/A 100% 3/16/2007 $2,300,000
203 $1,114,931 0.05% $1,047,928 Fee 2001 N/A 100% 6/15/2007 $1,450,000
204 $1,092,430 0.05% $849,745 Fee 1931 2002 100% 3/13/2007 $1,800,000
205 $1,050,000 0.05% $1,050,000 Fee 2004 N/A 100% 1/20/2007 $1,650,000
207 $1,048,485 0.05% $904,162 Fee 2005 N/A 100% 6/25/2007 $1,725,000
Total/Weighted
Average: $98,701,836 4.7% $84,438,285
Maturity/
ARD 2nd
Cut-Off Date LTV Maturity LTV Most Recent Most Recent Most Recent Most Recent Most Recent
# Ratio (1) (4) Ratio (2) (4) EGI (6) Expenses NOI Period Ending EGI
----- ---------------- --- ------------- --- ----------- ----------- ----------- ------------- -----------
55 73.5% 64.7% $748,970 $549,103 $199,867 12/31/2006 $773,485
57 71.0% 49.2% X/X X/X X/X X/X X/X
66 69.0% 59.8% $1,140,405 $325,865 $814,540 12/31/2006 $976,900
75 67.4% 62.9% X/X X/X X/X X/X X/X
81 40.1% 34.7% $2,633,083 $2,004,920 $628,163 6/30/2007 $2,764,011
85 70.7% (26) 60.1% (26) $577,955 $224,261 $353,694 12/31/2006 $457,332
99 72.8% 62.2% X/X X/X X/X X/X X/X
99.1
99.2 (27) (27)
100 73.7% 63.4% X/X X/X X/X X/X X/X
104 74.3% (28) 66.7% (28) X/X X/X X/X X/X X/X
111 75.7% 58.5% $351,780 $50,950 $300,830 12/31/2006 N/A
128 65.9% 59.1% $466,218 $57,044 $409,175 12/31/2006 $460,727
137 75.9% 67.2% X/X X/X X/X X/X X/X
137.1
137.2
137.3
137.4
144 37.1% 31.9% $2,047,810 $1,682,266 $365,544 12/31/2006 $1,661,365
146 77.3% 68.2% X/X X/X X/X X/X X/X
151 79.2% 67.1% $302,104 $50,630 $251,474 12/31/2006 $302,031
152 73.7% 64.9% $230,384 $78,113 $152,271 12/31/2006 $143,197
156 76.4% 67.2% X/X X/X X/X X/X X/X
159 68.8% 58.6% $214,351 $37,513 $176,838 12/31/2006 $179,096
160 58.6% 45.4% $465,693 $177,796 $287,897 12/31/2006 $450,433
162 76.1% 66.1% $365,465 $143,915 $221,549 12/31/2006 $362,488
163 67.2% 57.1% $205,269 $120,000 $85,269 11/30/2006 $185,970
170 75.0% 66.0% $240,970 $66,140 $174,829 12/31/2006 $216,445
176 66.1% 57.4% $207,310 $44,023 $163,287 12/31/2006 $235,896
177 69.3% 59.6% X/X X/X X/X X/X X/X
180 50.0% 44.2% $308,740 $28,211 $280,529 12/31/2006 $230,563
183 73.5% 62.5% $185,249 $27,248 $158,001 12/31/2006 $166,907
187 55.3% 47.1% $183,468 $19,628 $163,840 12/31/2005 $143,243
189 74.7% 63.4% X/X X/X X/X X/X X/X
192 62.4% 58.7% X/X X/X X/X X/X X/X
196 79.6% 74.9% X/X X/X X/X X/X X/X
198 57.6% 51.1% $202,983 $51,487 $151,496 12/31/2006 $174,000
203 76.9% 72.3% X/X X/X X/X X/X X/X
204 60.7% 47.2% X/X X/X X/X X/X X/X
205 63.6% 63.6% X/X X/X X/X X/X X/X
207 60.8% 52.4% X/X X/X X/X X/X X/X
Total/Weighted
Average: 68.1% 58.3%
2nd 2nd 2nd 3rd 3rd 3rd 3rd
Most Recent Most Recent Most Recent Most Recent Most Recent Most Recent Most Recent U/W U/W
# Expenses NOI Period Ending EGI Expenses NOI Period Ending EGI Expenses
----- ----------- ----------- ------------- ----------- ----------- ----------- ------------- ---------- ----------
55 $239,525 $533,960 12/31/2005 $906,047 $225,255 $680,792 12/31/2004 $1,107,411 $220,797
00 X/X X/X X/X X/X X/X X/X X/X $1,032,108 $156,320
66 $267,437 $709,463 12/31/2005 N/A N/A N/A N/A $1,056,015 $209,679
00 X/X X/X X/X X/X X/X X/X X/X $747,473 $237,745
81 $1,990,969 $773,042 6/30/2006 $2,827,815 $1,954,021 $873,794 6/30/2005 $2,692,961 $2,021,292
85 $101,675 $355,657 12/31/2005 N/A N/A N/A N/A $793,333 $292,213
00 X/X X/X X/X X/X X/X X/X X/X $434,971 $49,243
99.1
99.2
000 X/X X/X X/X X/X X/X X/X X/X $450,336 $83,854
000 X/X X/X X/X X/X X/X X/X X/X $453,735 $98,508
000 X/X X/X X/X X/X X/X X/X X/X $439,149 $81,114
128 $49,845 $410,882 12/31/2004 $451,193 $53,741 $397,453 12/31/2003 $443,549 $75,880
000 X/X X/X X/X X/X X/X X/X X/X $365,020 $78,577
137.1
137.2
137.3
137.4
144 $1,459,329 $202,036 12/31/2005 $1,416,681 $1,295,099 $121,582 12/31/2004 $2,222,369 $1,770,164
000 X/X X/X X/X X/X X/X X/X X/X $267,915 $59,766
151 $45,513 $256,518 12/31/2005 $295,389 $52,295 $243,094 12/31/2004 $282,971 $60,766
152 $79,898 $63,299 12/31/2005 N/A N/A N/A N/A $285,182 $82,100
000 X/X X/X X/X X/X X/X X/X X/X $243,840 $50,485
159 $44,973 $134,123 12/31/2005 N/A N/A N/A N/A $258,674 $58,513
160 $137,754 $312,679 12/31/2005 $435,997 $117,665 $318,332 12/31/2004 $438,747 $159,766
162 $161,324 $201,164 12/31/2005 $376,390 $140,907 $235,486 12/31/2004 $349,207 $143,788
163 $157,346 $28,624 12/31/2005 N/A N/A N/A N/A $189,050 $7,562
170 $68,198 $148,247 12/31/2005 $220,487 $70,961 $149,525 12/31/2004 $277,532 $75,635
176 $46,349 $189,547 12/31/2005 N/A N/A N/A N/A $231,149 $53,441
000 X/X X/X X/X X/X X/X X/X X/X $153,163 $3,063
180 $36,664 $193,899 12/31/2005 $213,027 $32,516 $180,511 12/31/2004 $362,690 $65,689
183 $27,316 $139,591 12/31/2005 $158,509 $33,497 $125,012 12/31/2004 $179,222 $34,631
187 $15,361 $127,882 12/31/2004 N/A N/A N/A N/A $203,599 $29,977
000 X/X X/X X/X X/X X/X X/X X/X $162,537 $17,723
000 X/X X/X X/X X/X X/X X/X X/X $211,309 $36,340
000 X/X X/X X/X X/X X/X X/X X/X $177,045 $34,169
198 $48,912 $125,088 12/31/2005 N/A N/A N/A N/A $188,104 $32,750
000 X/X X/X X/X X/X X/X X/X X/X $143,814 $18,212
000 X/X X/X X/X X/X X/X X/X X/X $141,752 $22,162
000 X/X X/X X/X X/X X/X X/X X/X $140,433 $30,104
000 X/X X/X X/X X/X X/X X/X X/X $99,750 $0
Total/Weighted Average:
Annual Annual U/W
Engineering Contractual LC & TI Contractual Recurring Annual Tax &
U/W U/W U/W Reserve at Replacement Reserve at Recurring Replacement U/W Insurance
# NOI NCF (5) DSCR (6) Origination Reserve/FF&E Origination LC&TI Reserve/FF&E LC&TI Escrows
----- -------- -------- -------- ----------- ------------ ----------- ----------- ------------ ------- ---------
55 $886,614 $810,320 1.36x $39,960 $40,531 $125,000 N/A $40,531 $35,762 Both
57 $875,787 $872,291 1.22x N/A $3,470 N/A N/A $3,497 N/A None
66 $846,336 $799,005 1.52x $63,125 $20,285 $400,000 N/A $20,285 $27,046 Both
75 $509,728 $491,180 1.20x N/A N/A N/A $15,156 $5,059 $13,490 Both
81 $671,669 $563,951 1.38x X/X 0% X/X X/X 4% N/A Both
85 $501,119 $476,744 1.36x N/A $5,625 N/A $18,750 $5,625 $18,750 Both
99 $385,727 $373,768 1.28x N/A $2,760 N/A $9,199 $2,760 $9,200 Both
99.1
99.2
100 $366,482 $357,602 1.22x $12,500 N/A N/A N/A $3,806 $5,074 Both
104 $355,227 $342,209 1.34x N/A $3,004 N/A $10,014 $3,004 $10,014 Both
111 $358,034 $349,239 1.32x X/X X/X X/X X/X $2,932 $5,864 Both
128 $367,669 $343,070 1.78x N/A $6,661 N/A N/A $6,662 $17,936 Both
137 $286,443 $273,908 1.53x N/A $3,865 $100,000 $9,020 $3,760 $8,774 Both
137.1
137.2
137.3
137.4
144 $452,205 $444,455 2.53x N/A $7,752 N/A N/A $7,750 N/A Both
146 $208,149 $203,549 1.26x N/A $1,150 N/A $3,450 $1,150 $3,450 Both
151 $222,205 $197,316 1.29x N/A $3,246 N/A N/A $3,246 $21,644 Both
152 $203,082 $194,107 1.33x N/A $1,795 N/A $7,180 $1,795 $7,180 Both
156 $193,355 $187,691 1.33x N/A $944 N/A $4,720 $944 $4,720 Both
159 $200,161 $197,287 1.36x N/A $958 N/A $1,916 $958 $1,916 Both
160 $278,981 $256,063 1.67x X/X X/X X/X X/X $10,856 $12,062 Both
162 $205,419 $195,858 1.30x N/A $2,207 N/A $7,355 $2,207 $7,356 Both
163 $181,488 $174,804 1.28x X/X X/X X/X X/X $2,865 $3,820 None
170 $201,896 $192,333 1.54x $11,500 $7,980 N/A N/A $7,980 $1,583 Both
176 $177,708 $167,048 1.40x N/A $2,460 $35,000 $8,200 $2,460 $8,200 Both
177 $150,099 $150,099 1.22x X/X X/X X/X X/X X/X X/X None
180 $297,001 $288,600 2.55x N/A $3,734 N/A $3,734 $3,734 $4,668 Both
183 $144,591 $139,480 1.26x N/A $1,760 N/A $3,352 $1,760 $3,352 Both
187 $173,622 $164,015 1.53x N/A $2,217 N/A $7,390 $2,217 $7,390 Both
189 $144,814 $142,087 1.36x N/A $909 N/A $1,818 $909 $1,818 Both
192 $174,969 $163,249 1.54x N/A $2,930 N/A $8,790 $2,930 $8,790 Both
196 $142,876 $132,602 1.36x N/A $1,898 N/A $8,366 $1,898 $8,375 Both
198 $155,354 $149,460 1.56x N/A $1,360 N/A $4,534 $1,360 $4,534 None
203 $125,603 $119,597 1.48x N/A $2,541 $30,000 N/A $2,541 $3,466 Both
204 $119,590 $117,250 1.39x N/A $2,340 N/A N/A $2,340 N/A Both
205 $110,329 $108,862 1.70x X/X X/X X/X X/X $380 $1,086 None
207 $99,750 $99,750 1.25x X/X X/X X/X X/X X/X X/X None
Total/Weighted Average 1.41x
Initial Orig Rem. Orig Rem.
Interest Only Amort. Amort. Term to Term to Interest Interest Calculation Monthly
# Term Term Term (1) Maturity (7) Maturity (1) (7) Rate (30/360 / Actual/360) Payment
----- ------------- -------- -------- ------------ ---------------- -------- --------------------- --------
55 24 360 360 120 116 5.7000% Actual/360 $49,479
57 12 240 240 120 117 5.7100% Actual/360 $59,483
66 0 360 350 120 110 6.4100% Actual/360 $43,831
75 60 360 360 120 117 5.8000% Actual/360 $34,032
81 0 360 358 120 118 6.6500% Actual/360 $34,024
85 0 360 355 120 115 5.9300% Actual/360 $29,158
99 0 360 356 120 116 6.1300% Actual/360 $24,257
99.1
99.2
100 0 360 353 120 113 6.2700% Actual/360 $24,372
104 36 360 360 120 115 5.6400% Actual/360 $21,334
111 0 300 296 120 116 5.8000% Actual/360 $22,125
128 36 360 360 120 114 5.5900% Actual/360 $16,057
137 24 360 360 120 115 5.9400% Actual/360 $14,892
137.1
137.2
137.3
137.4
144 0 360 357 120 117 6.4200% Actual/360 $14,667
146 24 360 360 120 117 5.8000% Actual/360 $13,495
151 0 360 357 120 117 5.8600% Actual/360 $12,757
152 24 360 360 120 117 5.7100% Actual/360 $12,202
156 24 360 360 120 114 5.6900% Actual/360 $11,740
159 0 360 357 120 117 6.0800% Actual/360 $12,094
160 0 300 297 120 117 5.8800% Actual/360 $12,740
162 0 360 347 120 107 6.4400% Actual/360 $12,563
163 0 360 354 120 114 5.9000% Actual/360 $11,418
170 24 360 360 120 114 5.6800% Actual/360 $10,424
176 12 360 360 120 113 6.0400% Actual/360 $9,943
177 0 360 358 120 118 6.4400% Actual/360 $10,238
180 24 360 360 120 111 5.8600% Actual/360 $9,449
183 0 360 356 120 116 5.9400% Actual/360 $9,233
187 0 360 355 120 115 5.9600% Actual/360 $8,955
189 0 360 357 120 117 5.9500% Actual/360 $8,707
192 0 360 357 60 57 6.1900% Actual/360 $8,810
196 0 360 355 60 55 6.0000% Actual/360 $8,154
198 24 360 360 120 115 6.0400% Actual/360 $7,978
203 0 360 355 60 55 6.0000% Actual/360 $6,715
204 0 300 295 120 115 5.9200% Actual/360 $7,034
Interest Interest
205 120 Only Only 120 113 6.0100% Actual/360 $5,332
207 0 360 358 120 118 6.5200% Actual/360 $6,651
Total/Weighted Average 5.9812% $604,343
Original Original
Original Yield Prepayment Original
First Lockout Maintenance Premium Open
Payment Maturity Prepayment Provision Period Period Period Period
# Date Date ARD (8) Seasoning (1) as of Origination (9) (Months) (Months) (Months) (Months)
----- --------- --------- -------- ------------- --------------------- -------- ----------- ---------- --------
55 6/1/2007 5/1/2017 N/A 4 Lock/116_0.0%/4 116 0 0 4
57 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
66 12/1/2006 11/1/2016 N/A 10 Lock/116_0.0%/4 116 0 0 4
75 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
81 8/1/2007 7/1/2017 N/A 2 Lock/116_0.0%/4 116 0 0 4
85 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
99 6/1/2007 5/1/2017 N/A 4 Lock/116_0.0%/4 116 0 0 4
99.1
99.2
100 3/1/2007 2/1/2017 N/A 7 Lock/116_0.0%/4 116 0 0 4
104 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
111 6/1/2007 5/1/2017 N/A 4 Lock/116_0.0%/4 116 0 0 4
128 4/1/2007 3/1/2017 N/A 6 Lock/116_0.0%/4 116 0 0 4
137 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
137.1
137.2
137.3
137.4
144 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
146 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
151 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
152 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
156 4/1/2007 3/1/2017 N/A 6 Lock/116_0.0%/4 116 0 0 4
159 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
160 7/1/2007 6/1/2017 N/A 3 Lock/47_YM1/69_0.0%/4 47 69 0 4
162 9/1/2006 8/1/2016 N/A 13 Lock/116_0.0%/4 116 0 0 4
163 4/1/2007 3/1/2017 N/A 6 Lock/116_0.0%/4 116 0 0 4
170 4/1/2007 3/1/2017 N/A 6 Lock/116_0.0%/4 116 0 0 4
176 3/1/2007 2/1/2017 N/A 7 Lock/116_0.0%/4 116 0 0 4
177 8/1/2007 7/1/2037 7/1/2017 2 Lock/116_0.0%/4 116 0 0 4
180 1/1/2007 12/1/2016 N/A 9 Lock/48_YM1/68_0.0%/4 48 68 0 4
183 6/1/2007 5/1/2017 N/A 4 Lock/116_0.0%/4 116 0 0 4
187 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
189 7/1/2007 6/1/2017 N/A 3 Lock/116_0.0%/4 116 0 0 4
192 7/1/2007 6/1/2012 N/A 3 Lock/56_0.0%/4 56 0 0 4
196 5/1/2007 4/1/2012 N/A 5 Lock/56_0.0%/4 56 0 0 4
198 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
203 5/1/2007 4/1/2012 N/A 5 Lock/56_0.0%/4 56 0 0 4
204 5/1/2007 4/1/2017 N/A 5 Lock/116_0.0%/4 116 0 0 4
205 3/1/2007 2/1/2017 N/A 7 Lock/116_0.0%/4 116 0 0 4
207 8/1/2007 7/1/2037 7/1/2017 2 Lock/116_0.0%/4 116 0 0 4
Total/Weighted Average:
Yield Prepayment
Lockout Maintenance Premium Yield Utilities
Expiration Expiration Expiration Maintenance Administration Multifamily Tenant Multifamily
# Defeasance (10) Date Date Date Spread Fees Pays Elevators
----- --------------- ---------- ----------- ---------- ----------- -------------- ------------------ -----------
55 Yes 2/1/2017 N/A N/A N/A 0.08108% N/A N/A
57 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
66 Yes 8/1/2016 N/A N/A N/A 0.08108% N/A N/A
75 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
81 Yes 4/1/2017 N/A N/A N/A 0.08108% N/A N/A
85 Yes 1/1/2017 N/A N/A N/A 0.08108% N/A N/A
99 Yes 2/1/2017 N/A N/A N/A 0.08108%
99.1 X/X X/X
00.0 X/X X/X
100 Yes 11/1/2016 X/X X/X X/X 0.00000% X/X X/X
104 Yes 1/1/2017 N/A N/A N/A 0.08108% N/A N/A
111 Yes 2/1/2017 N/A N/A N/A 0.08108% N/A N/A
128 Yes 12/1/2016 X/X X/X X/X 0.00000% X/X X/X
137 Yes 1/1/2017 N/A N/A N/A 0.08108%
137.1 N/A N/A
137.2 N/A N/A
137.3 N/A N/A
137.4 N/A N/A
144 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A 1
146 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
151 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
152 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
156 Yes 12/1/2016 X/X X/X X/X 0.00000% X/X X/X
159 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
160 No 6/1/2011 3/1/2017 N/A T-Flat 0.08108% N/A N/A
162 Yes 5/1/2016 N/A N/A N/A 0.08108% N/A N/A
163 Yes 12/1/2016 X/X X/X X/X 0.00000% X/X X/X
170 Yes 12/1/2016 X/X X/X X/X 0.00000% X/X X/X
176 Yes 11/1/2016 X/X X/X X/X 0.00000% X/X X/X
177 Yes 4/1/2017 N/A N/A N/A 0.08108% N/A N/A
180 No 1/1/2011 9/1/2016 N/A T-Flat 0.08108% N/A N/A
183 Yes 2/1/2017 N/A N/A N/A 0.08108% N/A N/A
187 Yes 1/1/2017 N/A N/A N/A 0.08108% N/A N/A
189 Yes 3/1/2017 N/A N/A N/A 0.08108% N/A N/A
192 Yes 3/1/2012 N/A N/A N/A 0.08108% N/A N/A
196 Yes 1/1/2012 N/A N/A N/A 0.08108% N/A N/A
198 Yes 1/1/2017 N/A N/A N/A 0.08108% N/A N/A
203 Yes 1/1/2012 N/A N/A N/A 0.08108% N/A N/A
204 Yes 1/1/2017 N/A N/A N/A 0.08108% N/A N/A
205 Yes 11/1/2016 X/X X/X X/X 0.00000% X/X X/X
207 Yes 4/1/2017 N/A N/A N/A 0.08108% N/A N/A
Total/Weighted Average:
Subject Subject Subject Subject Subject Subject Subject Subject Subject Subject Subject
Studio Studio Studio 1 BR 1 BR 1 BR 2 BR 2 BR 2 BR 3 BR 3 BR
# Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent Units Avg. Rent
----- ------- --------- --------- ------- --------- --------- ------- --------- --------- ------- ---------
55 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
57 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
66 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
75 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
81 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
85 N/A N/A N/A N/A X/X X/X X/X X/X X/X X/X X/X
99
99.1 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
99.2 N/A N/A N/A N/A N/A X/X X/X X/X X/X X/X X/X
100 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
104 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
111 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
128 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
137
137.1 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X N/A
137.2 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X N/A
137.3 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X N/A
137.4 N/A N/A N/A N/A N/A X/X X/X X/X X/X X/X X/X
144 17 $12,138 $15,433 X/X X/X X/X X/X X/X X/X X/X X/X
146 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
151 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
152 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
156 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
159 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
160 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
162 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
163 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
170 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
176 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
177 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
180 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
183 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
187 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
189 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
192 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
196 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
198 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
203 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
204 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
205 N/A N/A X/X X/X X/X X/X X/X X/X X/X X/X X/X
207 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Total/Weighted Average:
Subject Subject Subject Subject Subject Subject Subject
3 BR 4 BR 4 BR 4 BR 5 BR 5BR 5 BR Co-op Appraised Co-op LTV
# Max. Rent Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent Value as Co-op as Co-op (1)
----- --------- ------- --------- --------- ------- --------- --------- --------------- ------------
55 N/A N/A N/A N/A N/A N/A N/A N/A N/A
57 N/A N/A X/X X/X X/X X/X X/X X/X X/X
66 N/A N/A X/X X/X X/X X/X X/X X/X X/X
75 N/A N/A X/X X/X X/X X/X X/X X/X X/X
81 N/A N/A X/X X/X X/X X/X X/X X/X X/X
85 N/A N/A X/X X/X X/X X/X X/X X/X X/X
99 N/A N/A
99.1 N/A N/A X/X X/X X/X X/X X/X X/X X/X
99.2 N/A N/A X/X X/X X/X X/X X/X X/X X/X
100 N/A N/A X/X X/X X/X X/X X/X X/X X/X
104 N/A N/A X/X X/X X/X X/X X/X X/X X/X
111 N/A N/A X/X X/X X/X X/X X/X X/X X/X
128 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137 N/A N/A
137.1 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.2 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.3 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.4 N/A N/A X/X X/X X/X X/X X/X X/X X/X
144 N/A N/A X/X X/X X/X X/X X/X X/X X/X
146 N/A N/A X/X X/X X/X X/X X/X X/X X/X
151 N/A N/A X/X X/X X/X X/X X/X X/X X/X
152 N/A N/A X/X X/X X/X X/X X/X X/X X/X
156 N/A N/A X/X X/X X/X X/X X/X X/X X/X
159 N/A N/A X/X X/X X/X X/X X/X X/X X/X
160 N/A N/A X/X X/X X/X X/X X/X X/X X/X
162 N/A N/A X/X X/X X/X X/X X/X X/X X/X
163 N/A N/A X/X X/X X/X X/X X/X X/X X/X
170 N/A N/A X/X X/X X/X X/X X/X X/X X/X
176 N/A N/A X/X X/X X/X X/X X/X X/X X/X
177 N/A N/A X/X X/X X/X X/X X/X X/X X/X
180 N/A N/A X/X X/X X/X X/X X/X X/X X/X
183 N/A N/A X/X X/X X/X X/X X/X X/X X/X
187 N/A N/A X/X X/X X/X X/X X/X X/X X/X
189 N/A N/A X/X X/X X/X X/X X/X X/X X/X
192 N/A N/A X/X X/X X/X X/X X/X X/X X/X
196 N/A N/A X/X X/X X/X X/X X/X X/X X/X
198 N/A N/A X/X X/X X/X X/X X/X X/X X/X
203 N/A N/A X/X X/X X/X X/X X/X X/X X/X
204 N/A N/A X/X X/X X/X X/X X/X X/X X/X
205 N/A N/A X/X X/X X/X X/X X/X X/X X/X
207 N/A N/A X/X X/X X/X X/X X/X X/X X/X
Total/Weighted Average:
Co-op Appraised Co-op LTV Sponsor Sponsor Sponsor Investor Investor Investor Co-op
# Value as Rental as Rental (1) Units Percent Carry Amount Units Percent Carry Amount Owned Units
----- --------------- ------------- ------- ------- ------------ -------- -------- ------------ -----------
55 N/A N/A N/A N/A N/A N/A N/A N/A N/A
57 N/A N/A X/X X/X X/X X/X X/X X/X X/X
66 N/A N/A X/X X/X X/X X/X X/X X/X X/X
75 N/A N/A X/X X/X X/X X/X X/X X/X X/X
81 N/A N/A X/X X/X X/X X/X X/X X/X X/X
85 N/A N/A X/X X/X X/X X/X X/X X/X X/X
99 N/A N/A X/X X/X X/X X/X X/X X/X X/X
99.1 N/A N/A X/X X/X X/X X/X X/X X/X X/X
99.2 N/A N/A X/X X/X X/X X/X X/X X/X X/X
100 N/A N/A X/X X/X X/X X/X X/X X/X X/X
104 N/A N/A X/X X/X X/X X/X X/X X/X X/X
111 N/A N/A X/X X/X X/X X/X X/X X/X X/X
128 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.1 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.2 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.3 N/A N/A X/X X/X X/X X/X X/X X/X X/X
137.4 N/A N/A X/X X/X X/X X/X X/X X/X X/X
144 N/A N/A X/X X/X X/X X/X X/X X/X X/X
146 N/A N/A X/X X/X X/X X/X X/X X/X X/X
151 N/A N/A X/X X/X X/X X/X X/X X/X X/X
152 N/A N/A X/X X/X X/X X/X X/X X/X X/X
156 N/A N/A X/X X/X X/X X/X X/X X/X X/X
159 N/A N/A X/X X/X X/X X/X X/X X/X X/X
160 N/A N/A X/X X/X X/X X/X X/X X/X X/X
162 N/A N/A X/X X/X X/X X/X X/X X/X X/X
163 N/A N/A X/X X/X X/X X/X X/X X/X X/X
170 N/A N/A X/X X/X X/X X/X X/X X/X X/X
176 N/A N/A X/X X/X X/X X/X X/X X/X X/X
177 N/A N/A X/X X/X X/X X/X X/X X/X X/X
180 N/A N/A X/X X/X X/X X/X X/X X/X X/X
183 N/A N/A X/X X/X X/X X/X X/X X/X X/X
187 N/A N/A X/X X/X X/X X/X X/X X/X X/X
189 N/A N/A X/X X/X X/X X/X X/X X/X X/X
192 N/A N/A X/X X/X X/X X/X X/X X/X X/X
196 N/A N/A X/X X/X X/X X/X X/X X/X X/X
198 N/A N/A X/X X/X X/X X/X X/X X/X X/X
203 N/A N/A X/X X/X X/X X/X X/X X/X X/X
204 N/A N/A X/X X/X X/X X/X X/X X/X X/X
205 N/A N/A X/X X/X X/X X/X X/X X/X X/X
207 N/A N/A X/X X/X X/X X/X X/X X/X X/X
Total/Weighted Average:
Major Major
Co-op Co-op Commercial Co-op Tenant #1 Tenant #1
# Owned Percent Square Footage Conversion Date Name Sq. Ft.
----- ------------- ---------------- --------------- ---------------------------------------------------------- ---------
55 N/A N/A N/A Amish Country Xxxxxx'x Market 27,500
00 X/X X/X X/X Xx. Mary's Medical 34,966
66 N/A N/A N/A Roses 54,000
75 N/A N/A N/A Buy Rite 6,884
00 X/X X/X X/X X/X X/X
00 X/X X/X X/X Kineses Inc 15,934
00 X/X X/X X/X
00.0 X/X X/X X/X Xxxxx Xxxxx Golf 9,999
99.2 N/A N/A N/A Tricuspid Management Group (Intracore Healthcare Services) 2,400
100 N/A N/A N/A American Automatic Sprinkler Co. Inc. 25,372
000 X/X X/X X/X Bon Secours- St. Xxxxxxx Family Medicine Center 12,336
111 N/A N/A N/A X.X. Xxxxxxxx 29,319
000 X/X X/X X/X Xxxx-Xxxxx 44,000
000 X/X X/X X/X
000.0 X/X X/X X/X Agave Grill 8,000
137.2 N/A N/A N/A The Ambler Spa, LLC 2,200
137.3 N/A N/A N/A Pallidio 3,200
137.4 N/A N/A N/A Xxxxxxx Xxxxxxx'x Fitness , Inc 5,300
000 X/X X/X X/X X/X X/X
146 N/A N/A N/A Casual Living 6,000
000 X/X X/X X/X Xxxxxx Pharmacy Inc 5,272
000 X/X X/X X/X Kako 5,000
000 X/X X/X X/X Massage Envy 3,500
000 X/X X/X X/X Xxxxxxx Podiatry Group 3,114
000 X/X X/X X/X Xxxxxx'x 33,800
000 X/X X/X X/X Xxxxx Xxxxxxxxxx, Inc. 7,530
000 X/X X/X X/X Tractor Supply 19,097
000 X/X X/X X/X Food Lion 25,000
000 X/X X/X X/X Dollar Tree 4,640
000 X/X X/X X/X Xxxxxxxx 4,400
000 X/X X/X X/X Xxxxxx'x Gallery, Inc. 23,337
000 X/X X/X X/X Xxxxxxxxx Heart Associates 8,379
000 X/X X/X X/X Mr. Mattress 2,500
000 X/X X/X X/X X.X. Xxxxxxx and Sons 9,090
000 X/X X/X X/X Renegade, Inc. 21,800
000 X/X X/X X/X Xx. Xxxx Xxxxxxxx 4,350
000 X/X X/X X/X Xx. Silver 2,961
000 X/X X/X X/X Movie Gallery 3,150
204 N/A N/A N/A Wan Shou Funeral Home 1,600
000 X/X X/X X/X Auto Zone 5,070
000 X/X X/X X/X Xxxxxxxx Xxxx Bank 3,475
Total/Weighted Average:
Major Major Major Major Major
Tenant #1 Lease Tenant #2 Tenant #2 Tenant #2 Lease Tenant #3
# Expiration Date Name Sq. Ft. Expiration Date Name
----- --------------- ------------------------------------ --------- --------------- -----------------------------------
55 6/30/2022 Craft Connection, Inc 15,000 4/30/2010 Rite Aid
57 1/31/2017 N/A N/A N/A N/A
66 8/31/2012 Food Lion, Inc 30,280 10/10/2012 CVS Pharmacy
75 1/31/2022 RR Salvage 3,590 2/28/2012 Golden Bagel
00 X/X X/X X/X X/X X/X
85 12/31/2019 Little Gym 4,212 1/31/2016 Vascular Access Management
99
99.1 6/30/2019 N/A N/A N/A N/A
99.2 3/31/2011 CARS Family Dollar 2,100 12/31/2011 Georgia Veterinary Associates, Inc.
100 1/31/2019 N/A N/A N/A N/A
104 9/30/2015 Bon Secours-Sleep Lab 3,645 1/31/2017 N/A
111 3/31/2022 N/A N/A N/A N/A
128 12/11/2016 Quiznos 1,648 11/30/2011 Citi Financial
137
137.1 10/31/2011 N/A N/A N/A N/A
137.2 2/28/2012 Ambler Martial Arts Academy 1,675 12/31/2011 Credit Report Advocates
137.3 10/31/2009 N/A N/A N/A N/A
137.4 10/31/2010 N/A X/X X/X X/X
000 X/X X/X X/X X/X N/A
146 10/14/2010 Bonefish/Carolinas LLP 5,500 10/31/2015 N/A
151 11/30/2012 Altech Industries & Development, Inc 3,976 11/30/2012 Xxxxxxx Xxxxx
152 4/30/2011 Xxx Xxxx Assoc 4,983 5/31/2019 Xxxxxxxxx.xxx
156 11/30/2011 Family Smile Center 2,030 11/30/2011 TST Wireless
159 4/1/2019 Dermatology Spec. Of North Atlanta 2,367 12/20/2009 Southern Gastroenterology
160 12/31/2009 Blockbuster 3,870 4/30/2010 Cadre Shops
162 3/31/2011 Xxx Xxxx & Associates, Inc. 5,580 6/30/2011 Tel-Adjust
163 2/22/2020 N/A N/A N/A N/A
170 11/12/2011 Variety Wholesalers 6,000 MTM Movie Gallery
176 10/31/2010 Cato 4,240 1/31/2011 Shoe Show
177 7/19/2021 N/A N/A N/A N/A
180 8/31/2021 N/A N/A N/A N/A
183 4/30/2013 N/A N/A N/A N/A
187 6/30/2009 Hung Xxxx Xxxx & Xx Xxxxxx 1,630 12/31/2016 Xxx Xxx
189 7/31/2016 N/A N/A N/A N/A
192 3/31/2016 Xxxxxxx Plastering 7,500 3/31/2016 N/A
196 10/31/2011 Cornerstone Management Associates 4,350 3/31/2010 Hearing Associates Inc.
198 3/31/2012 Xx. Xxxxxx 2,292 3/31/2012 Xx. Xxxxxxx
203 3/31/2012 Downtown Pizza 2,800 5/31/2009 Radio Shack
204 4/30/2019 N/A N/A N/A N/A
205 5/31/2024 N/A N/A N/A N/A
207 11/30/2025 N/A N/A N/A N/A
Total Weighted/Average:
Major Major Initial Initial Initial other Contractual Contractual
Tenant #3 Tenant #3 Lease Interest Other Reserve Other Other Reserve
# Sq. Ft. Expiration Date Reserve Reserve Description Reserve Description
----- --------- --------------- -------- -------- ------------------------------ ----------- -------------
55 9,775 11/30/2011 $0 $36,960 Repair and Remediation Reserve X/X X/X
00 X/X X/X $0 N/A N/A N/A N/A
66 8,470 11/30/2012 $0 N/A N/A N/A N/A
75 2,362 1/31/2022 $0 X/X X/X X/X X/X
00 X/X X/X $0 $312,000 Windstorm Insurance Reserve N/A N/A
85 3,525 11/30/2013 $0 N/A N/A N/A N/A
99 $0 X/X X/X X/X X/X
00.0 X/X X/X
99.2 1,500 12/31/2009
100 N/A N/A $0 X/X X/X X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
128 1,600 8/31/2010 $0 N/A N/A N/A N/A
137 $0 N/A N/A N/A N/A
137.1 N/A N/A
137.2 1,675 12/31/2011
137.3 N/A N/A
137.4 X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
151 2,600 11/30/2012 $0 X/X X/X X/X X/X
152 4,119 7/31/2010 $0 X/X X/X X/X X/X
156 1,440 12/31/2012 $0 X/X X/X X/X X/X
159 1,950 4/1/2019 $0 X/X X/X X/X X/X
160 2,400 9/30/2009 $0 N/A N/A N/A N/A
162 1,200 MTM $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
170 3,600 1/31/2013 $0 X/X X/X X/X X/X
176 2,800 1/31/2009 $0 X/X X/X X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
187 1,630 5/30/2015 $0 $40,000 Lease Up Resrve X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
196 2,467 2/28/2011 $0 X/X X/X X/X X/X
198 2,121 3/31/2012 $0 X/X X/X X/X X/X
203 2,800 3/31/2010 $0 X/X X/X X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 X/X X/X X/X X/X
000 X/X X/X $0 N/A N/A N/A N/A
Total/Weighted Average:
Letter Earnout Additional Additional Additional
Letter of of Credit Earnout Reserve Collateral Collateral Collateral Existing Secured
# Credit Description Reserve Description Amount Event Date Description Secondary Financing
----- --------- ----------- -------- ---------------- ---------- ---------- ---------------- -------------------
55 X/X X/X X/X X/X X/X X/X X/X N/A
57 N/A N/A N/A N/A N/A N/A N/A N/A
66 N/A N/A N/A N/A N/A N/A X/X X/X
00 X/X X/X $100,000 Lease-Up Reserve $100,000 10/1/2007 Lease-Up Reserve N/A
81 N/A N/A N/A N/A N/A N/A X/X X/X
00 X/X X/X $400,000 Lease-Up Reserve $400,000 6/1/2008 Lease-Up Reserve N/A
99 N/A N/A $230,000 Lease Up Reserve $230,000 9/1/2008 Lease-Up Reserve N/A
99.1
99.2
000 X/X X/X X/X X/X X/X X/X X/X X/X
000 X/X X/X $500,000 Lease Up Reserve $500,000 3/1/2010 Lease-Up Reserve N/A
111 N/A N/A X/X X/X X/X X/X X/X X/X
128 N/A N/A X/X X/X X/X X/X X/X X/X
137 N/A N/A X/X X/X X/X X/X X/X X/X
137.1
137.2
137.3
137.4
000 X/X X/X X/X X/X X/X X/X X/X X/X
146 N/A N/A X/X X/X X/X X/X X/X X/X
151 N/A N/A X/X X/X X/X X/X X/X X/X
152 N/A N/A X/X X/X X/X X/X X/X X/X
156 N/A N/A X/X X/X X/X X/X X/X X/X
159 N/A N/A X/X X/X X/X X/X X/X X/X
160 N/A N/A X/X X/X X/X X/X X/X X/X
162 N/A N/A X/X X/X X/X X/X X/X X/X
163 N/A N/A X/X X/X X/X X/X X/X X/X
170 $25,000 In lieu of
monthly TI/LC
reserves with
respect to
tenants other
than Food
Lion X/X X/X X/X X/X X/X X/X
176 N/A N/A X/X X/X X/X X/X X/X X/X
177 N/A N/A X/X X/X X/X X/X X/X X/X
180 N/A N/A X/X X/X X/X X/X X/X X/X
183 N/A N/A X/X X/X X/X X/X X/X X/X
187 N/A N/A X/X X/X X/X X/X X/X X/X
189 N/A N/A X/X X/X X/X X/X X/X X/X
192 N/A N/A X/X X/X X/X X/X X/X X/X
196 N/A N/A X/X X/X X/X X/X X/X X/X
198 N/A N/A X/X X/X X/X X/X X/X X/X
203 N/A N/A X/X X/X X/X X/X X/X X/X
204 N/A N/A X/X X/X X/X X/X X/X X/X
205 N/A N/A X/X X/X X/X X/X X/X X/X
207 N/A N/A X/X X/X X/X X/X X/X X/X
Total/Weighted Average:
Initial
Description of Existing Description of Replacement Total # of Total # of No. # Studio
# Secured Secondary Financing Lock Box Reserve Unsold Units Sold Units Sold Units
----- --------------------------- ------------------------------- ----------- ------------ ---------- ------------
00 X/X X/X X/X X/X X/X X/X
57 N/A Springing N/A N/A N/A N/A
66 N/A Springing Cash Flow Sweep N/A N/A N/A N/A
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
99 N/A Springing X/X X/X X/X X/X
00.0 X/X X/X X/X
99.2 N/A N/A N/A
100 N/A Springing Cash Flow Sweep N/A N/A N/A N/A
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X Xxxxxxxxx X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
137.1 N/A N/A N/A
137.2 N/A N/A N/A
137.3 N/A N/A N/A
137.4 N/A N/A N/A
000 X/X X/X X/X X/X X/X X/X
000 X/X Xxxxxxxxx X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
163 N/A Springing Cash Flow Sweep N/A N/A N/A N/A
000 X/X Xxxxxxxxx X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
177 N/A Hard, Springing Cash Flow Sweep N/A N/A N/A N/A
000 X/X Xxxxxxxxx X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
189 N/A Springing Cash Flow Sweep N/A N/A N/A N/A
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X Xxxxxxxxx X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
207 N/A Hard, Springing Cash Flow Sweep N/A N/A N/A N/A
Total/Weighted Average:
No. # 1BR No. # 2BR No. # 3BR No. # 4BR No. # 5BR
# Sold Units Sold Units Sold Units Sold Units Sold Units
----- ---------- ---------- ---------- ---------- ----------
55 N/A N/A N/A 0.01 0
57 N/A N/A N/A 0.01 0
66 N/A N/A N/A 0.01 0
75 N/A N/A N/A 0.005 0
81 N/A N/A X/X X/X 0
00 X/X X/X X/X 0.01 0
99 N/A N/A N/A 0.01 0
99.1 N/A N/A N/A 0.01 0
99.2 N/A N/A N/A 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
137 N/A N/A N/A 0.01 0
137.1 N/A N/A N/A 0.01 0
137.2 N/A N/A N/A 0.01 0
137.3 N/A N/A N/A 0.01 0
137.4 X/X X/X X/X 0.00 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
000 X/X X/X X/X 0.01 0
207 N/A N/A N/A 0.01 0
Total/Weighted Average:
(A) The Underlying Mortgage Loans secured by RV Dakota Ridge RV Park, RV Elk Xxxxxxx XX Park and RV Spruce Lake RV Park
are cross-collateralized and cross-defaulted.
(1) Based on a Cut-off date in September 2007.
(2) At maturity with respect to Balloon Loans or at the anticipated repayment date in the case of ARD Loans, there can be no
assurance that the value of any particular Mortgaged Property will not have declined from the original appraisal value.
(3) For hospitality properties, the occupancy presented above is the occupancy concluded by the respective loan seller at
underwriting based on historical performance and future outlook. For further description of the underwriting criteria,
please see "Description of the Sponsors" in the accompanying free writing prospectus.
(4) In the case of cross-collateralized and cross-defaulted underlying mortgage loans, the combined LTV is presented for each
and every related underlying mortgage loan.
(5) U/W NCF reflects the net cash flow after underwritten replacement reserves, underwritten LC's & TI's and underwritten FF&E.
(6) DSCR is based on the amount of the monthly payments presented. In the case of cross-collateralized and cross-defaulted
underlying mortgage loans the combined DSCR is presented for each and every related underlying mortgage loan.
(7) At maturity with respect to Balloon Loans or at the anticipated repayment date in the case of ARD Loans.
(8) Anticipated Repayment Date.
(9) Prepayment Provision as of Origination:
Lock/(x) = Lockout or Defeasance for (x) payments
YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for (y) payments
A%/(y) = A% Prepayment for (y) payments
0.0%/(z) = Prepayable at par for (z) payments
(10) "Yes" means that defeasance is permitted notwithstanding the Lockout Period.
(11) The Shutters on the Beach & Casa Del Mar Portfolio Loan is evidenced by a $310 million mortgage loan and a subordinate
mezzanine loan in the amount of $72 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower,
has standard lender protection, and is subject to standard intercreditor agreements. All calculations are based on the
$310 million mortgage loan.
(12) The 000 Xxxxx Xxxxxx Loan is evidenced by a $140 million mortgage loan and a subordinate mezzanine loan in the amount of
$53 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard lender protection,
and is subject to standard intercreditor agreements. All calculations are based on the $140 million mortgage loan.
(13) The City Tower Loan is evidenced by a $115 million mortgage loan and a subordinate mezzanine loan in the amount of
$25 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard lender protection,
and is subject to standard intercreditor agreements. All calculations are based on the $115 million mortgage loan.
(14) The 2600 Xxxxxxxxx Loan is evidenced by a $95 million mortgage loan and a subordinate mezzanine loan in the amount of
$15 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard lender protection,
and is subject to standard intercreditor agreements. All calculations are based on the $95 million mortgage loan.
(15) The Meyberry House Loan is evidenced by a $90 million mortgage loan and a subordinate mezzanine loan in the amount of
$34 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard lender protection,
and is subject to standard intercreditor agreements. All calculations are based on the $90 million mortgage loan.
(16) The underwriting projects that 80% of the units are unregulated, 19.4% are regulated and 0.6% are employee units.
(17) Beginning on the three month anniversary of the first payment date of the loan, the borrower will also have the option to
obtain a release of: (i) the Parking Garage by paying the Parking Garage Release Amount ($8,800,000) and/or (ii) the Medical
Office Space by paying the Medical Office Space Release Amount ($8,800,000). In connection with the release of either parcel,
the borrower is not obligated to pay Required Yield Maintenance.
(18) The Esquire Portfolio Loan is evidenced by a $31 million mortgage loan and a subordinate mezzanine loan in the amount of
$3.17 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard lender
protection, and is subject to standard intercreditor agreements. All calculations are based on the $31 million mortgage loan.
(19) The underwriting projects that 49.1% of the units are unregulated, 49.1% are regulated and 1.8% are employee units.
(20) The Artisan Las Vegas Portfolio Loan is evidenced by a $30.3 million mortgage loan and a subordinate mezzanine loan in the
amount of $9.47 million. The mezzanine loan is secured by a pledge of ownership interest in the borrower, has standard
lender protection, and is subject to standard intercreditor agreements. All calculations are based on the $30.3 million
mortgage loan.
(21) Commencing on the second anniversary of the REMIC start-up date as defined in the relevant loan documents, the borrower
will also have the option to obtain a release of the mortgaged real property from the lien of the mortgage loan through
defeasance.
(22) Prior to the Defeasance Lockout Date, the borrower has the right to partially prepay the mortgage loan and obtain release of
an Individual Property for up to 25% of the original principal amount of the mortgage loan by paying the Adjusted Release
Amount plus the Required Yield Maintenance. After the Defeasance Lockout Date, the borrower can obtain a release of such
parcels only through defeasing the applicable portion of the mortgage loan.
(23) With respect to the St. Luke's at Cypress Xxxxx Loan, the Cut-Off LTV, Maturity LTV, and Appraised Value are based upon the
appraiser's concluded As Is value. In addition, the appraiser also concluded a prospective As Stabilized value of $41,500,000
as of September 1, 2008, resulting in a Cut-Off LTV of 76.6% and a Maturity LTV of 76.6.%.
(24) The underlying mortgage loan is structured with an earnout/holdback or stabilization reserve. The Cut-Off LTV and Maturity
LTV for the loan is shown net of its reserve.
(25) With respect to the Champions Centre Apartments Loan, the Cut-Off LTV, Maturity LTV, and Appraised Value are based upon the
appraiser's concluded As Is value. In addition, the appraiser also concluded a prospective As Stabilized value of $16,350,000
as of October 4, 2007, resulting in a Cut-Off LTV of 79.5% and a Maturity LTV of 79.5%.
(26) With respect to the 0000X XXX Xxxxxxx Loan, the Cut-Off LTV, Maturity LTV, and Appraised value are based upon stabilized
values. The As is Appraised value is $6,200,000 (as of 1/3/2007).
(27) With respect to the 0000X Xxxxxx Xxxx Loan, the Cut-Off LTV, Maturity LTV, and Appraised value are based upon stabilized
values. The As is Appraised value is $2,250,000 (as of 3/10/2007).
(28) With respect to the Tower Professional Loan, the Cut-Off LTV, Maturity LTV, and Appraised value are based upon stabilized
values. The As is Appraised value is $4,700,000 (as of 12/7/2006).
(29) The borrower has the obligation to prepay the loan, to the extent necessary, upon the State of Illinois exercising its option
to purchase certain two parcels, which the State of Illinois currently leases. If the State of Illinois exercises such
purchase option during the defeasance lockout period, or if the borrower is otherwise unable to defease due to REMIC
restrictions, then the borrower must prepay the loan, to the extent necessary, with the Required Yield Maintenance plus 1%.
After the defeasance lockout period, the loan can only be defeased unless the borrower is otherwise unable to defease the
loan due to REMIC restrictions.
(30) Commencing on the second anniversary of the REMIC start-up date as defined in the relevant loan documents, the borrower will
also have the option to obtain a release of the of either: (i) the Drug Mart Plaza - Upper Sandusky mortgaged real property
from the lien of the mortgage by prepaying 125% of the Minimum Release Payment or, (ii) the Drug Mart Plaza - Parma Heights
mortgaged real property by prepaying 140% of Minimum Release Payment. In addition to such partial prepayment amount, the
borrower is also obligated to pay a prepayment penalty in the amount of the Required Yield Maintenance.
(31) Commencing on the second anniversary of the REMIC start-up date as defined in the relevant loan documents, the borrower will
also have the option to obtain a release of the Shoppes at Midtown mortgaged real property from the lien of the mortgage by
(i) prepaying 29% of the outstanding loan balance if the earnout reserve has been released, or (ii) 35% of the outstanding
loan balance, if the earnout has not been released. In addition to such partial prepayment amount, the borrower is also
obligated to pay a prepayment penalty in the amount of the Required Yield Maintenance.
See Attached
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
None
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
None
SCHEDULE V
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
See Attached
Exception Report - Schedule V
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL
MORTGAGE LOANS (2007-C4) (NCB, FSB)
Rep No. Mortgage Loan (Borrower) Explanation
------- ------------------------ -----------
xxiii Lithia Lane, LLC The related Mortgaged Property is not covered
by business interruption or rental loss
insurance. However, the property is net
leased to Citibank, F.S.B, and, pursuant to
the lease, the tenant does not have a right
to offset or xxxxx rent in the event of a
casualty or condemnation.
Schedule V-1
Mortgage Loans With Subordinate Secured Indebtedness or Mezzanine Financing
EXHIBIT A
REPRESENTATIONS AND WARRANTIES
REGARDING THE MORTGAGE LOANS
For purposes of these representations and warranties, the phrase "to
the knowledge of the Seller" or "to the Seller's knowledge" shall mean, except
where otherwise expressly set forth below, the actual state of knowledge of the
Seller or any servicer acting on its behalf regarding the matters referred to,
in each case without having conducted any independent inquiry or due diligence
with respect to such matters and without any actual or implied obligation to
make such inquiry or perform such due diligence, other than making such inquiry
or performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of the Seller. Wherever there is
a reference to receipt by, or possession of, the Seller of any information or
documents, or to any action taken by the Seller or not taken by the Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either the Seller or any servicer acting on its behalf.
The Seller hereby represents and warrants, subject to the exceptions
set forth in the applicable Exception Report, with respect to the Mortgage Loans
that as of the date herein below specified or, if no such date is specified, as
of the date of this Agreement:
(i) Immediately prior to the sale, transfer and assignment to the
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to the Seller),
participation or pledge, and the Seller had good and marketable title to,
and was the sole owner of, the related Mortgage Loan;
(ii) Each Mortgage Loan was either:
(1) originated by a savings and loan association, savings
bank, commercial bank, credit union, or insurance company, which is
supervised and examined by a Federal or State authority, or by a
mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act (any of
the foregoing, including the Seller, a "Qualified Originator"); or
(2) if originated by a person which is not a Qualified
Originator (any such person, a "Non-Qualified Originator"), then:
(a) such Mortgage Loan was underwritten in accordance
with standards established by a Qualified Originator, using
application forms and related credit documents approved by the
Qualified Originator;
(b) the Qualified Originator approved each application
and related credit documents before a commitment by the
Non-Qualified Originator was issued, and no such commitment
was issued until the Qualified Originator agreed to fund such
Mortgage Loan;
(c) the Mortgage Loan was originated by the
Non-Qualified Originator pursuant to an ongoing, standing
relationship with the Qualified Originator; and
(d) the closing documents for the Mortgage Loan were
prepared on forms approved by the Qualified Originator, and,
pursuant to the Non-Qualified Originator's ongoing, standing
relationship with the Qualified Originator, either:
i. such closing documents reflect the Qualified
Originator as the original mortgagee, and such Mortgage
Loan was actually funded by the Qualified Originator at
the closing thereof;
ii. such closing documents reflect the
Non-Qualified Originator as the original mortgagee, but
include assignment documents executed by the
Non-Qualified Originator in favor of the Qualified
Originator at the time of the closing of the Mortgage
Loan, reflecting the Qualified Originator as the
successor and assign to the Non-Qualified Originator,
and the Mortgage Loan was funded initially by the
Non-Qualified Originator at the closing thereof and then
acquired by the Qualified Originator from such
Non-Qualified Originator; or
iii. such closing documents reflect the
Non-Qualified Originator as the original mortgagee, but
include assignment documents executed by the
Non-Qualified Originator in favor of the Qualified
Originator at the time of the closing of the Mortgage
Loan, reflecting the Qualified Originator as the
successor and assign to the Non-Qualified Originator,
and the Mortgage Loan was funded initially by the
Qualified Originator at the closing thereof and then
acquired by the Qualified Originator from such
Non-Qualified Originator.
(iii) The Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to the Depositor
constitutes a legal, valid and binding assignment of such Mortgage Loan;
(iv) The Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or any other interests or security
interests of any nature encumbering such Mortgage Loan, except for
interests in servicing rights created or granted under the Pooling and
Servicing Agreement, subservicing agreements and/or servicing rights
purchase agreements being executed and delivered in connection herewith;
(v) To Seller's knowledge, based on the related borrower's
representations and covenants in the related mortgage loan documents and
such other due diligence as a reasonably prudent commercial mortgage
lender would deem appropriate, the borrower, lessee and/or operator was in
possession of all licenses, permits, and authorizations then required for
use of the Mortgaged Property which were valid and in full force and
effect as of the origination date and to Seller's actual knowledge, such
licenses, permits and authorizations are still valid and in full force and
effect;
(vi) Each related Note, Mortgage, assignment of leases (if any) and
other agreement executed by or for the benefit of the related borrower,
any guarantor or their successors or assigns in connection with such
Mortgage Loan is the legal, valid and binding obligation of the related
borrower, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of creditors' rights or
by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law); and there is no right
of offset, rescission, abatement or diminution or valid defense or
counterclaim available to the related borrower with respect to such Note,
Mortgage, Assignment of Leases and other agreements, except as the
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of
creditors' rights or by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law);
(vii) The Mortgage File contains an Assignment of Leases, either as
a separate instrument or incorporated into the related Mortgage. Each
related Assignment of Leases creates a valid first priority collateral
assignment of, or a valid first priority lien or security interest in,
certain rights under the related lease or leases, subject only to
Permitted Encumbrances (as defined below) and to a license granted to the
related borrower to exercise certain rights and to perform certain
obligations of the lessor under such lease or leases, including the right
to operate the related leased property, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); no person other than the
related borrower owns any interest in any payments due under such lease or
leases that is superior to or of equal priority with the lender's interest
therein;
(viii) Each related assignment of Mortgage from the Seller to the
Depositor and related assignment of the Assignment of Leases, if the
Assignment of Leases is a separate document from the Mortgage, is in
recordable form (but for the insertion of the name and address of the
assignee and any related recording information, which is not yet available
to the Seller), and such assignments and any assignment of any other
agreement executed by or for the benefit of the related borrower, any
guarantor or their successors or assigns in connection with such Mortgage
Loan from the Seller to the Depositor constitutes the legal, valid and
binding assignment from the Seller to the Depositor, except as the
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(ix) Since origination (a) except as set forth in the related
Mortgage File, such Mortgage Loan has not been modified, altered,
satisfied, canceled, subordinated or rescinded in whole or in part and (b)
each related Mortgaged Property has not been released, in whole or in
part, from the lien of the related Mortgage in any manner which materially
interferes with the security intended to be provided by such Mortgage and
since August 24, 2007, no waiver, consent, modification, assumption,
alteration, satisfaction, cancellation, subordination or rescission which
changes the terms of, or the security for, the Mortgage Loan in any
material respect has occurred or been given;
(x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as
defined below)), except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
the enforcement of creditors' rights or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law); and such Mortgaged Property is free and clear of any
mechanics' and materialmen's liens which are prior to or equal with the
lien of the related Mortgage, except those which are insured against by a
lender's title insurance policy (as described below). A UCC financing
statement has been filed and/or recorded (or sent for filing or recording)
in all places necessary to perfect a valid security interest in the
personal property necessary to operate the Mortgaged Property as currently
operated; and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such
personal property, any personal property leases applicable to such
personal property and any other security interest in such personal
property which do not, individually or in the aggregate, materially
interfere with the security intended to be provided for such Mortgage
Loan. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and creates a valid and enforceable lien on the property described
therein, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law). In the case of any Mortgage Loan secured by a hotel,
the related loan documents contain such provisions as are necessary and
UCC Financing Statements have been filed as necessary, in each case, to
perfect a valid first priority security interest in the related operating
revenues with respect to such Mortgaged Property. Notwithstanding the
foregoing, no representation is made as to the perfection of any security
interest in rent, operating revenues or other personal property to the
extent that possession or control of such items or actions other than the
filing of Uniform Commercial Code financing statements are required in
order to effect such perfection;
(xi) The Seller has not taken any action that would cause the
representations and warranties made by the related borrower in the related
Mortgage Loan Documents not to be true;
(xii) The Seller has no knowledge that the material representations
and warranties made by the related borrower in the related Mortgage Loan
Documents are not true in any material respect;
(xiii) The lien of each related Mortgage is a first priority lien on
the fee or leasehold interest of the related borrower in the principal
amount of such Mortgage Loan or allocated loan amount of the portions of
the Mortgaged Property covered thereby (as set forth in the related
Mortgage) after all advances of principal and is insured by an ALTA
lender's title insurance policy (except that if such policy is yet to be
issued, such insurance may be evidenced by a "marked up" pro forma policy,
specimen policy or title commitment in any case marked as binding and
countersigned by the title company or its authorized agent, either on its
face or by an acknowledged closing instruction or escrow letter), or its
equivalent as adopted in the applicable jurisdiction, insuring the lender
and its successors and assigns (as sole insured) as to such lien, subject
only to (a) the lien of current real property taxes, water charges, sewer
rents and assessments not yet delinquent or accruing interest or
penalties, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record, none of which, individually
or in the aggregate, materially interferes with the current use of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the borrower's ability to pay its obligations when they
become due or the value of the Mortgaged Property, (c) the exceptions
(general and specific) and exclusions set forth in such policy, none of
which, individually or in the aggregate, materially interferes with the
current general use of the Mortgaged Property or materially interferes
with the security intended to be provided by such Mortgage or with the
related borrower's ability to pay its obligations when they become due or
the value of the Mortgaged Property, (d) the rights of tenants, as tenants
only, under leases, including subleases, pertaining to the related
Mortgaged Property, (e) if the related Mortgage Loan is
cross-collateralized with any other Mortgage Loan in the trust fund, the
lien of the mortgage instrument for that other Mortgage Loan, (f) if the
related Mortgaged Property is a unit in a condominium, the related
condominium declaration and (g) other matters to which like properties are
commonly subject, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the Mortgagor's ability to pay its obligations under the Mortgage Loan
when they become due or materially and adversely affects the value of the
Mortgaged Property (items (a), (b), (c), (d), (e), (f) and (g)
collectively, "Permitted Encumbrances") and with respect to each Mortgage
Loan, such 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 or the
current ability of the related Mortgaged Property to generate income
sufficient to service such Mortgage Loan; the premium for such policy was
paid in full; such policy (or if it is yet to be issued, the coverage to
be afforded thereby) is issued by a title insurance company licensed to
issue policies in the state in which the related Mortgaged Property is
located (unless such state is Iowa) and is assignable (with the related
Mortgage Loan) to the Depositor and the Trustee without the consent of or
any notification to the insurer, and is in full force and effect upon the
consummation of the transactions contemplated by the Mortgage Loan
Purchase Agreement; no claims have been made under such policy and the
Seller has not undertaken any action or omitted to take any action, and
has no knowledge of any such act or omission, which would impair or
diminish the coverage of such policy;
(xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related Mortgage
File;
(xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the
Mortgage Loan, as of the later of the date of origination of such Mortgage
Loan or the most recent inspection of the related Mortgaged Property by
the Seller, as applicable, and to the knowledge of Seller as of the date
hereof, each related Mortgaged Property is free of any material damage
that would affect materially and adversely the use or value of such
Mortgaged Property as security for the Mortgage Loan (normal wear and tear
excepted). If any of the inspection or engineering reports referred to
above in this Paragraph (xv) revealed any immediate repair items, then one
of the following is true: (a) the repairs and/or maintenance necessary to
correct such condition have been completed in all material respects; (b)
an escrow of funds is required or a letter of credit was obtained in an
amount reasonably estimated to be sufficient to complete the repairs
and/or maintenance necessary to correct such condition; or (c) the
reasonable estimation at the time of origination of the Mortgage Loan of
the cost to complete the repairs and/or maintenance necessary to correct
such condition represented no more than the greater of (i) $50,000 and
(ii) 2% of the value of the related Mortgaged Property as reflected in an
appraisal conducted in connection with the origination of the subject
Mortgage Loan; as of the closing date for each Mortgage Loan and, to the
Seller's knowledge, as of the date hereof, there is no proceeding pending
for the total or partial condemnation of such Mortgaged Property that
would have a material adverse effect on the use or value of the Mortgaged
Property;
(xvi) The Seller has inspected or caused to be inspected each
related Mortgaged Property within the past twelve months, or the
originator of the Mortgage Loan inspected or caused to be inspected each
related Mortgaged Property within three months of origination of the
Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation feature, any other
contingent interest feature or a negative amortization feature other than
the ARD Loans which may have negative amortization from and after the
Anticipated Repayment Date;
(xviii) Each Mortgage Loan is a whole loan and neither the Mortgage
Loan nor the related Mortgage Loan Documents create or grant an equity
participation to the lender or any other party;
(xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the
date of origination with, or was exempt from, applicable state or federal
laws, regulations and other requirements pertaining to usury. Except to
the extent any noncompliance did not materially and adversely affect the
value of the related Mortgaged Property, the security provided by the
Mortgage or the related borrower's operations at the related Mortgaged
Property, any and all other requirements of any federal, state or local
laws, including, without limitation, truth-in-lending, real estate
settlement procedures, equal credit opportunity or disclosure laws,
applicable to such Mortgage Loan have been complied with as of the date of
origination of such Mortgage Loan;
(xx) Neither the Seller nor to the Seller's knowledge, any
originator, committed any fraudulent acts during the origination process
of any Mortgage Loan and the origination, servicing and collection of each
Mortgage Loan is in all respects legal, proper and prudent in accordance
with customary commercial mortgage lending standards, and no other person
has been granted or conveyed the right to service the Mortgage Loans or
receive any consideration in connection therewith, except as provided in
the Pooling and Servicing Agreement or any permitted subservicing
agreements and/or servicing rights purchase agreements being executed and
delivered in connection therewith;
(xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged
Property and that are or may become a lien of priority equal to or higher
than the lien of the related Mortgage have been paid or an escrow of funds
has been established and such escrow (including all escrow payments
required to be made prior to the delinquency of such taxes and
assessments) is sufficient to cover the payment of such taxes and
assessments (for purposes of this representation and warranty, taxes and
assessments shall not be considered due and owing until the date on which
interest and/or penalties would be payable thereon);
(xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of the Seller
or its agent and there are no deficiencies (subject to any applicable
grace or cure periods) in connection therewith. All such escrows and
deposits are being conveyed by the Seller to the Depositor and identified
as such with appropriate detail. With respect to any disbursements made
from such escrows, any requirements for the disbursement of any such
escrows have been complied with in all material respects;
(xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the
requirements of the Pooling and Servicing Agreement, in an amount not less
than the lesser of the principal amount of the related Mortgage Loan and
the replacement cost (with no deduction for physical depreciation) and not
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the related Mortgaged Property; each related
Mortgaged Property is also covered by business interruption or rental loss
insurance which covers a period of not less than 12 months and
comprehensive general liability insurance in amounts generally required by
prudent commercial mortgage lenders for similar properties; all Mortgaged
Properties in California or in a seismic zone 4 or 5 have had a seismic
assessment done and earthquake insurance was obtained to the extent any
such Mortgaged Property has a probable maximum loss in the event of an
earthquake of greater than twenty percent (20%) of the replacement value
of the related improvements; if the Mortgaged Property for any Mortgage
Loan is located within Florida or within 25 miles of the coast of North
Carolina, South Carolina, Georgia, Alabama, Mississippi, Louisiana or
Texas, then, such Mortgaged Property is insured by windstorm insurance in
an amount at least equal to the lesser of (i) the outstanding principal
balance of such Mortgage Loan and (ii) 100% of the insurable replacement
cost of the improvements located on the related Mortgaged Property; the
Mortgaged Properties securing all of the Mortgage Loans having a Stated
Principal Balance in excess of $3,000,000 have, as of the date hereof,
insurance policies in place with respect to acts of terrorism or damage
related thereto (excluding acts involving nuclear, biological or chemical
terrorism), except any such Mortgage Loans that are listed on the
applicable Exception Report. All premiums on such insurance policies
required to be paid as of the date hereof have been paid; such insurance
policies or the related insurance certificates require prior notice to the
insured of reduction in coverage, termination or cancellation, and no such
notice has been received by the Seller; such insurance names the lender
under the Mortgage Loan and its successors and assigns as a named or
additional insured; each related Mortgage Loan obligates the related
borrower to maintain all such insurance and, at such borrower's failure to
do so, authorizes the lender to maintain such insurance at the borrower's
cost and expense and to seek reimbursement therefor from such borrower;
(xxiv) There is no monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan. To the Seller's
knowledge, there is no (a) non-monetary default, breach, violation or
event of acceleration existing under the related Mortgage Loan or (b)
event (other than payments due but not yet delinquent) which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration, which default, breach, violation or event of acceleration,
in the case of either (a) or (b) would materially and adversely affect the
use or value of the Mortgage Loan or the related Mortgaged Property.
Notwithstanding the foregoing, this representation and warranty does not
address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by
any other representation or warranty made by the Seller elsewhere in this
Exhibit A or the Exception Report;
(xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;
(xxvi) (a) Each related Mortgage contains provisions so as to render
the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of
the security, including realization by judicial or, if applicable,
non-judicial foreclosure or, subject to applicable state law requirements,
appointment of a receiver, and (b) there is no exemption available to the
borrower which would interfere with such right to foreclose, except, in
the case of either (a) or (b), as the enforcement of the Mortgage may be
limited by bankruptcy, insolvency, reorganization, moratorium, redemption
or other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). No borrower is a debtor
in a state or federal bankruptcy or insolvency proceeding;
(xxvii) At origination, each borrower represented and warranted in
all material respects that to its knowledge, except as set forth in
certain environmental reports and, except as commonly used in the
operation and maintenance of properties of similar kind and nature to the
Mortgaged Property, in accordance with prudent management practices and
applicable law, and in a manner that does not result in any contamination
of the Mortgaged Property, 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 or other environmental laws; the related borrower agreed to
indemnify, defend and hold the mortgagee and its successors and assigns
harmless from and against losses, liabilities, damages, injuries,
penalties, fines, 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 the foregoing
representations, warranties or covenants given by the borrower in
connection with such Mortgage Loan. A Phase I environmental report and/or
with respect to certain Mortgage Loans, a Phase II environmental report
was conducted by a reputable independent environmental consulting firm in
connection with such Mortgage Loan, which report did not indicate any
material non-compliance with applicable environmental laws or material
existence of hazardous materials or, if any material non-compliance or
material existence of hazardous materials was indicated in any such
report, then at least one of the following statements is true: (A) funds
reasonably estimated to be sufficient to cover the cost to cure any
material non-compliance with applicable environmental laws or material
existence of hazardous materials have been escrowed, or a letter of credit
in such amount has been provided, by the related borrower and held by the
related mortgagee; (B) if the environmental report recommended an
operations and maintenance plan, but not any material expenditure of
funds, an operations and maintenance plan has been required to be obtained
by the related borrower; (C) the environmental condition identified in the
related environmental report was remediated or abated in all material
respects prior to the date hereof; (D) a no further action or closure
letter was obtained from the applicable governmental regulatory authority
(or the environmental issue affecting the related Mortgaged Property was
otherwise listed by such governmental authority as "closed"); (E) such
conditions or circumstances identified in the Phase I environmental report
were investigated further and based upon such additional investigation, an
environmental consultant recommended no further investigation or
remediation; (F) a party unrelated to the borrower with financial
resources reasonably estimated to be adequate to cure the condition or
circumstance provided a guaranty or indemnity to the related borrower to
cover the costs of any required investigation, testing, monitoring or
remediation; (G) the expenditure of funds reasonably estimated to be
necessary to effect such remediation is not greater than two percent (2%)
of the outstanding principal balance of the related Mortgage Loan; or (H)
a lender's environmental insurance policy was obtained and is a part of
the related Mortgage File. Notwithstanding the preceding sentence, with
respect to certain Mortgage Loans with an original principal balance of
less than $3,500,000, no environmental report may have been obtained, but
(in such cases where a Phase I environmental report was not obtained) a
lender's environmental insurance policy was obtained with respect to each
such Mortgage Loan. Each of such lender's environmental insurance policies
is a part of the related Mortgage File. Each of such environmental
insurance policies is in full force and effect, is in an amount not less
than the 100% of the balance of the related Mortgage Loan, has a term
extending not less than 5 years after the maturity date of the related
Mortgage Loan, the premiums for such policies have been paid in full and
the Trustee is named as an insured under each of such policies, the Seller
has delivered to the insurer all environmental reports in its possession.
To the Seller's knowledge, in reliance on such environmental reports and
except as set forth in such environmental reports, each Mortgaged Property
is in material compliance with all applicable federal, state and local
environmental laws, and to the Seller's knowledge, no notice of violation
of such laws has been issued by any governmental agency or authority,
except, in all cases, as indicated in such environmental reports or other
documents previously provided to the Rating Agencies; and the Seller has
not taken any action which would cause the Mortgaged Property to not be in
compliance with all federal, state and local environmental laws pertaining
to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if, without the consent of the holder of the Mortgage (and
the Mortgage requires the mortgagor to pay all fees and expenses
associated with obtaining such consent), the related Mortgaged Property is
directly or indirectly transferred or sold, and (2) except with respect to
transfers of certain direct or indirect interests in the related borrower
to persons already holding direct or indirect interests in the borrower,
their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent
commercial mortgage lenders) or any transfers in connection with the death
or disability of owners of the borrower, each Mortgage Loan also contains
the provisions for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if, without the consent of the holder of the
Mortgage, (and the Mortgage requires the mortgagor to pay all fees and
expenses associated with obtaining such consent) a majority interest in
the related borrower is directly or indirectly transferred or sold;
(xxix) All improvements included in the related appraisal are within
the boundaries of the related Mortgaged Property, except for encroachments
onto adjoining parcels for which the Seller has obtained title insurance
against losses arising therefrom or that do not materially and adversely
affect the use or value of such Mortgaged Property. No improvements on
adjoining parcels encroach onto the related Mortgaged Property except for
encroachments that do not materially and adversely affect the value of
such Mortgaged Property, the security provided by the Mortgage, the
current use of the Mortgaged Property, or the related borrower's
operations at the Mortgaged Property;
(xxx) The information pertaining to the Mortgage Loans which is set
forth in the Mortgage Loan Schedule attached as an exhibit to this
Mortgage Loan Purchase Agreement is complete and accurate in all material
respects as of the dates of the information set forth therein (or, if not
set forth therein, as of the Cut-Off Date);
(xxxi) With respect to any Mortgage Loan where all or any material
portion of the estate of the related borrower therein is a leasehold
estate under a ground lease, and the related Mortgage does not also
encumber the related lessor's fee interest in such Mortgaged Property,
based upon the terms of the ground lease and any estoppel received from
the ground lessor, the Seller represents and warrants that:
(1) The ground lease or a memorandum regarding such ground
lease has been duly recorded. The ground lease permits the interest
of the lessee to be encumbered by the related Mortgage and does not
restrict the use of the related Mortgaged Property by such lessee,
its successors or assigns in a manner that would materially and
adversely affect the security provided by the related Mortgage. To
the Seller's knowledge, there has been no material change in the
terms of the ground lease since its recordation, except by any
written instruments which are included in the related mortgage file;
(2) The lessor under such ground lease has agreed in a writing
included in the related mortgage file that the ground lease may not
be amended, modified, canceled or terminated without the prior
written consent of the lender and that any such action without such
consent is not binding on the lender, its successors or assigns;
(3) The ground lease has an original term (or an original term
plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and would be enforceable, by the
lender) that extends not less than 10 years beyond the amortization
term of the related Mortgage Loan;
(4) Based on the title insurance policy (or binding commitment
therefor) obtained by the Seller, the ground lease is not subject to
any liens or encumbrances superior to, or of equal priority with,
the Mortgage, subject to Permitted Encumbrances and liens that
encumber the ground lessor's fee interest;
(5) Under the terms of the ground lease, the ground lease is
assignable to the lender and its assigns without the consent of the
lessor thereunder;
(6) The ground lease is in full force and effect, the Seller
has no actual knowledge that any default beyond applicable notice
and grace periods has occurred, and to the Seller's knowledge, there
is no existing condition which, but for the passage of time or
giving of notice, would result in a default under the terms of the
ground lease;
(7) The ground lease or ancillary agreement, which is part of
the Mortgage File, between the lessor and the lessee requires the
lessor to give notice of any default by the lessee to the lender;
(8) The lender is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain possession of
the interest of the lessee under the ground lease through legal
proceedings, or to take other action so long as the lender is
proceeding diligently) to cure any default under the ground lease
which is curable after the receipt of notice of any default before
the lessor may terminate the ground lease. All rights of the lender
under the ground lease and the related Mortgage (insofar as it
relates to the ground lease) may be exercised by or on behalf of the
lender;
(9) The ground lease does not impose any restrictions on
subletting that would be viewed as commercially unreasonable by a
prudent commercial mortgage lender. The lessor is not permitted to
disturb the possession, interest or quiet enjoyment of any subtenant
of the lessee in the relevant portion of the Mortgaged Property
subject to the ground lease for any reason, or in any manner, which
would adversely affect the security provided by the related
Mortgage;
(10) Under the terms of the ground lease and the related
Mortgage, any related insurance proceeds or condemnation award
(other than in respect of a total or substantially total loss or
taking) will be applied either to the repair or restoration of all
or part of the related Mortgaged Property, with the lender or a
trustee appointed by it having the right to hold and disburse such
proceeds as 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 to the payment of the
outstanding principal balance of the Mortgage Loan, together with
any accrued interest, except that in the case of condemnation
awards, the ground lessor may be entitled to a portion of such
award;
(11) Under the terms of the ground lease and the related
Mortgage, any related insurance proceeds, or condemnation award in
respect of a total or substantially total loss or taking of the
related Mortgaged Property will be applied first to the payment of
the outstanding principal balance of the Mortgage Loan, together
with any accrued interest (except as provided by applicable law or
in cases where a different allocation would not be viewed as
commercially unreasonable by a prudent commercial mortgage lender,
taking into account the relative duration of the ground lease and
the related Mortgage and the ratio of the market value of the
related Mortgaged Property to the outstanding principal balance of
such Mortgage Loan). Until the principal balance and accrued
interest are paid in full, neither the lessee nor the lessor under
the ground lease will have an option to terminate or modify the
ground lease without the prior written consent of the lender as a
result of any casualty or partial condemnation; and
(12) Provided that the lender cures any defaults which are
susceptible to being cured, the lessor has agreed to enter into a
new lease upon termination of the ground lease for any reason,
including rejection of the ground lease in a bankruptcy proceeding;
(xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related borrower therein is a leasehold
estate, but the related Mortgage also encumbers the related lessor's fee
interest in such Mortgaged Property: (a) such lien on the related fee
interest is evidenced by the related Mortgage, (b) such Mortgage does not
by its terms provide that it will be subordinated to the lien of any other
mortgage or encumbrance upon such fee interest, (c) upon the occurrence of
a default under the terms of such Mortgage by the related borrower, any
right of the related lessor to receive notice of, and to cure, such
default granted to such lessor under any agreement binding upon the lender
would not be considered commercially unreasonable in any material respect
by prudent commercial mortgage lenders, (d) the related lessor has agreed
in a writing included in the related Mortgage File that the related ground
lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on
the lender, its successors or assigns, and (e) the related ground lease is
in full force and effect, and the Seller has no actual knowledge that any
default beyond applicable notice and grace periods has occurred or that
there is any existing condition which, but for the passage of time or
giving of notice, would result in a default under the terms of such ground
lease;
(xxxiii) With respect to Mortgage Loans that are senior or pari
passu in right of payment and cross-collateralized or cross-defaulted, all
other loans that are cross-collateralized by or cross-defaulted with such
Mortgage Loans are being transferred to the Depositor;
(xxxiv) Neither Seller nor any affiliate thereof has any obligation
to make any capital contribution to any borrower under a Mortgage Loan,
other than contributions made on or prior to the date hereof;
(xxxv) (1) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (2) the fair
market value of such real property, as evidenced by an appraisal
satisfying the requirements of FIRREA conducted within 12 months of the
origination of the Mortgage Loan, was at least equal to 80% of the
principal amount of the Mortgage Loan (a) at origination (or if the
Mortgage Loan has been modified in a manner that constituted a deemed
exchange under Section 1001 of the Code at a time when the Mortgage Loan
was not in default or default with respect thereto was not reasonably
foreseeable, the date of the last such modification) or (b) at the date
hereof; provided that the fair market value of the real property must
first be reduced by (A) the amount of any lien on the real property
interest that is senior to the Mortgage Loan and (B) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such
other lien secures a Mortgage Loan that is cross-collateralized with such
Mortgage Loan, in which event the computation described in (a) and (b)
shall be made on an aggregated basis);
(xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by
the lender or any mezzanine debt related to such Mortgaged Property,
except as set forth in the Prospectus Supplement, this Exhibit A or in the
Exception Report to this Mortgage Loan Purchase Agreement;
(xxxvii) The Mortgage Loan Documents executed in connection with
each Mortgage Loan having an original principal balance in excess of
$5,000,000 require that the related borrower be a single-purpose entity
(for this purpose, "single-purpose entity" shall mean an entity, other
than an individual, having organizational documents which provide
substantially to the effect that it is formed or organized solely for the
purpose of owning and operating one or more Mortgaged Properties, is
prohibited from engaging in any business unrelated to such property and
the related Mortgage Loan, does not have any assets other than those
related to its interest in the related Mortgaged Property or its
financing, or any indebtedness other than as permitted under the related
Mortgage Loan). To the Seller's actual knowledge, each borrower has fully
complied with the requirements of the related Mortgage Note and Mortgage
and borrower's organizational documents regarding single-purpose entity
status;
(xxxviii) Each Mortgage Loan prohibits the related borrower from
mortgaging or otherwise encumbering the Mortgaged Property, or any
controlling equity interest in the borrower, without the prior written
consent of the mortgagee or the satisfaction of debt service coverage or
similar criteria specified in the Note or Mortgage which would be
acceptable to a reasonably prudent commercial mortgage lender, and, except
in connection with trade debt and equipment financings in the ordinary
course of borrower's business, from carrying any additional indebtedness,
except, in each case, liens contested in accordance with the terms of the
Mortgage Loan or, with respect to each Mortgage Loan having an original
principal balance of less than $4,000,000, any unsecured debt;
(xxxix) Each borrower covenants in the Mortgage Loan documents that
it shall remain in material compliance with all material licenses, permits
and other legal requirements necessary and required to conduct its
business;
(xl) Each Mortgaged Property (a) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting
ingress and egress, (b) is served by public utilities and services
generally available in the surrounding community or otherwise appropriate
for the use in which the Mortgaged Property is currently being utilized,
and (c) constitutes one or more separate tax parcels or is covered by an
endorsement with respect to the matters described in (a), (b) or (c) under
the related title insurance policy (or the binding commitment therefor);
(xli) Based solely on a flood zone certification or a survey of the
related Mortgaged Property, if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal
Emergency Management Agency or the Secretary of Housing and Urban
Development as having special flood hazards categorized as Zone "A" or
Zone "V" and flood insurance is available, the terms of the Mortgage Loan
require the borrower to maintain flood insurance, or at such borrower's
failure to do so, authorizes the lender to maintain such insurance at the
cost and expense of the borrower and such insurance is in full force and
effect in an amount not less than the lesser of (1) the replacement cost
of the material improvements on such Mortgaged Property, (2) the balance
of the Mortgage Loan and (3) the maximum amount of insurance available
under the applicable National Flood Insurance Administration Program;
(xlii) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently
so serves and is named in the deed of trust or has been substituted in
accordance with applicable law or may be substituted in accordance with
applicable law by the related mortgagee, and except in connection with a
trustee's sale after a default by the related borrower, no fees are
payable to such trustee, and such fees payable are payable by the
borrower;
(xliii) Except as disclosed in the Exception Report to this Mortgage
Loan Purchase Agreement, to the knowledge of the Seller as of the date
hereof, there was no pending action, suit or proceeding, arbitration or
governmental investigation against any borrower or Mortgaged Property, an
adverse outcome of which would materially and adversely affect such
borrower's ability to perform under the related Mortgage Loan;
(xliv) No advance of funds has been made by the Seller to the
related borrower (other than mezzanine debt and the acquisition of
preferred equity interests by the preferred equity interest holder, as
disclosed in the Prospectus Supplement), and no funds have, to the
Seller's knowledge, been received from any person other than, or on behalf
of, the related borrower, for, or on account of, payments due on the
Mortgage Loan;
(xlv) To the extent required under applicable law, as of the Cut-off
Date or as of the date that such entity held the Note, each holder of the
Note was authorized to transact and do business in the jurisdiction in
which each related Mortgaged Property is located, or the failure to be so
authorized did not materially and adversely affect the enforceability of
such Mortgage Loan;
(xlvi) All collateral for the Mortgage Loans is being transferred as
part of the Mortgage Loans;
(xlvii) Except as disclosed in the Exception Report to this Mortgage
Loan Purchase Agreement or the Prospectus Supplement with respect to the
Crossed Loans and Multiple Property Loans, no Mortgage Loan requires the
lender to release any portion of the Mortgaged Property from the lien of
the related Mortgage except upon (a) payment in full or defeasance of the
related Mortgage Loan, (b) the satisfaction of certain legal and
underwriting requirements that would be customary for prudent commercial
mortgage lenders, which in all events include payment of a release price
at least 125% of the appraised value of the property to be released or of
the allocated loan amount of such property, (c) releases of unimproved
out-parcels or (d) releases of other portions of the Mortgaged Property
which will not have a material adverse effect on the use or value of the
collateral for the related Mortgage Loan and which were given no value in
the appraisal of the Mortgaged Property or of that portion of the
Mortgaged Property used to calculate the loan-to-value ratio of the
Mortgaged Property for underwriting purposes. No release or partial
release of any Mortgaged Property, or any portion thereof, expressly
permitted or required pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related Mortgage Loan under
Treas. Reg. Section 1.860G-2(b)(2);
(xlviii) Any insurance proceeds in respect of a casualty loss or
taking will be applied either to (a) the repair or restoration of all or
part of the related Mortgaged Property, with, in the case of all casualty
losses or takings in excess of a specified amount or percentage of the
related loan amount that a prudent commercial lender would deem
satisfactory and acceptable, the lender (or a trustee appointed by it)
having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in any case 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 (b)
to the payment of the outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(xlix) (l) Each Form UCC-1 financing statement, if any, filed with
respect to personal property constituting a part of the related Mortgaged
Property and each Form UCC-2 or UCC-3 assignment, if any, of such
financing statement to the Seller was, and each Form UCC-3 assignment, if
any, of such financing statement in blank which the Trustee or its
designee is authorized to complete (but for the insertion of the name of
the assignee and any related filing information which is not yet available
to the Seller) is, in suitable form for filing in the filing office in
which such financing statement was filed;
(l) To the Seller's knowledge, (a) each commercial lease covering
more than 10% (20% in the case of any Mortgage Loan having an original
principal balance less than $2,500,000) of the net leaseable area of the
related Mortgaged Property is in full force and effect and (b) there
exists no default under any such commercial lease either by the lessee
thereunder or by the related borrower that could give rise to the
termination of such lease;
(li) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders, the
improvements located on or forming part of each Mortgaged Property comply
with applicable zoning laws and ordinances, or constitute a legal
non-conforming use or structure or, if any such improvement does not so
comply, such non-compliance does not materially and adversely affect the
value of the related Mortgaged Property. With respect to properties with a
Stated Principal Balance of over $10,000,000, if the related Mortgaged
Property does not so comply, to the extent the Seller is aware of such
non-compliance, it has required the related borrower to obtain law and
ordinance insurance coverage in amounts customarily required by prudent
commercial mortgage lenders;
(lii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation (as defined herein) Section 1.860G-2(f)(2)
that treats a defective obligation as a qualified mortgage or any
substantially similar successor provision), the related Mortgaged
Property, if acquired by a REMIC in connection with the default or
imminent default of such Mortgage Loan would constitute "foreclosure
property" within the meaning of Code Section 860G(a)(8) and all Prepayment
Premiums and Yield Maintenance Charges constitute "customary prepayment
penalties" within the meaning of Treasury Regulation Section
1.860G-1(b)(2);
(liii) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (i) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (ii) the borrower can
pledge only United States government securities in an amount sufficient to
make all scheduled payments under the Mortgage Loan when due, (iii) the
borrower is required to provide independent certified public accountant's
certification that the collateral is sufficient to make such payments,
(iv) the loan may be required to be assumed by a single-purpose entity
designated by the holder of the Mortgage Loan, (v) the borrower is
required to provide an opinion of counsel that the trustee has a perfected
security interest in such collateral prior to any other claim or interest,
(vi) the borrower is required to pay all Rating Agency fees associated
with defeasance (if rating confirmation is a specific condition precedent
thereto) and all other reasonable expenses associated with defeasance,
including, but not limited to, accountant's fees and opinions of counsel,
(vii) with respect to any Significant Loan (as defined in the Pooling and
Servicing Agreement), the borrower is required to provide an opinion of
counsel that such defeasance will not cause any REMIC created under the
Pooling and Servicing Agreement to fail to qualify as a REMIC for federal
or applicable state tax purposes and (viii) with respect to any
Significant Loan (as defined in the Pooling and Servicing Agreement), the
borrower must obtain confirmation from each Rating Agency that the
defeasance would not result in such Rating Agency's withdrawal, downgrade
or qualification of the then current rating of any class of Certificates
rated by such Rating Agency;
(liv) The Mortgage Loan Documents for each Mortgage Loan provide
that the related borrower thereunder shall be liable to the lender for any
losses incurred by the lender due to (i) the misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (ii)
any willful act of material waste, (iii) any breach of the environmental
covenants contained in the related Mortgage Loan Documents, and (iv) fraud
by the related borrower; provided that, with respect to clause (iii) of
this sentence, an indemnification against losses related to such
violations or environmental insurance shall satisfy such requirement;
(lv) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (i) its Mortgage Rate
will increase by no less than two percentage points in connection with the
passage of its Anticipated Repayment Date and so long as the Mortgage Loan
is an asset of the Trust Fund; (ii) its Anticipated Repayment Date is not
less than seven years following the origination of such Mortgage Loan;
(iii) no later than the related Anticipated Repayment Date, if it has not
previously done so, the related borrower is required to enter into a
"lockbox agreement" whereby all revenue from the related Mortgaged
Property shall be deposited directly into a designated account controlled
by the Master Servicer; and (iv) any cash flow from the related Mortgaged
Property that is applied to amortize such Mortgage Loan following its
Anticipated Repayment Date shall, to the extent such net cash flow is in
excess of the Monthly Payment payable therefrom, be net of budgeted and
discretionary (servicer approved) capital expenditures;
(lvi) Except as disclosed in the Prospectus Supplement, no Mortgage
Loan, and no group of Mortgage Loans made to the same borrower and to
borrowers that are Affiliates, accounted for more than 5.0% of the
aggregate of the Stated Principal Balances of all of the mortgage loans
sold to the Depositor by Column Financial, Inc., PNC Bank, National
Association and NCB,FSB pursuant to those certain Mortgage Loan Purchase
Agreements, each dated as of September 1, 2007, between the Depositor and
Column Financial, Inc., between the Depositor and PNC Bank, National
Association and between the Depositor and NCB, FSB, respectively, as the
Cut-Off Date;
(lvii) Except for the Mortgage Loans with an initial principal
balance less than $3,000,000, 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 actual knowledge, had no interest, direct or
indirect, in the borrower, the Mortgaged Property or in any loan made on
the security of the Mortgaged Property, and whose compensation was not
affected by the approval or disapproval of the Mortgage Loan; and
(lviii) 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.
EXHIBIT B
AFFIDAVIT OF LOST NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
____________________________, being duly sworn, deposes and says:
1. that he is an authorized signatory of NCB, FSB ("NCB, FSB");
2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;
3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:
a note in the original sum of $______________ made by
______________, to _______________, under date of ______________
(the "Note");
4. that the Note is now owned and held by _______________;
5. that the copy of the Note attached hereto is a true and correct
copy thereof;
6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;
7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and
8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2007-C4 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.
NCB, FSB
By: ____________________________________
Name:
Title:
Sworn to before me this _____
day of __________, 2007
