MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of November 1, 2007
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans") acquired from other entities (the "Other Sellers"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes of mortgage pass-through certificates (the "Certificates"). One
or more "real estate mortgage investment conduit" ("REMIC") elections will be
made with respect to most of the Trust Fund. The Trust Fund will be created and
the Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of November 1, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser as depositor, Xxxxx Fargo Bank, National Association ("Xxxxx Fargo")
and Midland Loan Services, Inc. as master servicers (each, in such capacity, a
"Master Servicer"), LNR Partners, Inc. as special servicer (the "Special
Servicer"), LaSalle Bank National Association as trustee (the "Trustee") and
Xxxxx Fargo as certificate administrator (the "Certificate Administrator").
Capitalized terms used but not defined herein (including the schedules attached
hereto) have the respective meanings set forth in the Pooling and Servicing
Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
November 1, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), Natixis
Securities North America Inc. ("Natixis Securities"), Xxxxxxx, Sachs & Co.
("Xxxxxxx Xxxxx") and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx";
Xxxxxxx Xxxxx, Countrywide Securities, Natixis Securities, Xxxxxxx Sachs and
Xxxxxx Xxxxxxx, collectively, in such capacity, the "Underwriters"), whereby the
Purchaser will sell to the Underwriters all of the Certificates that are to be
registered under the Securities Act of 1933, as amended (such Certificates, the
"Publicly-Offered Certificates"). The Purchaser has also entered into a
Certificate Purchase Agreement, dated as of November 1, 2007 (the "Certificate
Purchase Agreement"), with Xxxxxxx Xxxxx for itself and as representative of
Countrywide Securities (together in such capacity, the "Initial Purchasers"),
whereby the Purchaser will sell to the Initial Purchasers all of the remaining
Certificates (such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be
amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant
to the terms hereof. The Mortgage Loans are expected to have an aggregate
principal balance of $1,190,758,018 (the "Countrywide Mortgage Loan Balance")
(subject to a variance of plus or minus 5.0%) as of the close of business on the
Cut-off Date, after giving effect to any payments due on or before such date,
whether or not such payments are received. The Countrywide Mortgage Loan
Balance, together with the aggregate principal balance of the Other Mortgage
Loans as of the Cut-off Date (after giving effect to any payments due on or
before such date, whether or not such payments are received), is expected to
equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and
sale of the Mortgage Loans shall take place on November 14, 2007 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Purchase Consideration") for the
Mortgage Loans shall be equal to (i) approximately 100.49452% of the Countrywide
Mortgage Loan Balance as of the Cut-off Date, plus (ii) $2,653,881.35, which
amount represents the amount of interest accrued on the Countrywide Mortgage
Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its designee
by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, the sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially
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Designated Mortgage Loan Documents and (ii) on or before the date that is 30
days after the Closing Date, the remaining documents and instruments specified
below that are not Specially Designated Mortgage Loan Documents with respect to
each Mortgage Loan (the documents and instruments specified below and referred
to in clauses (i) and (ii) preceding, collectively, a "Mortgage File"). All
Mortgage Files so delivered will be held by the Trustee in escrow for the
benefit of the Seller at all times prior to the Closing Date. The Mortgage File
with respect to each Mortgage Loan that is a Serviced Trust Mortgage Loan shall
contain the following documents:
(i) (A) the original executed Mortgage Note for the subject
Mortgage Loan, including any power of attorney related to the execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the
order of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage
Pass-Through Certificates, Series 2007-9, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals
or copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with
originals or copies of any and all intervening assignments thereof, in each
case (unless not yet returned by the applicable recording office) with
evidence of recording indicated thereon or certified by the applicable
recording office;
(iv) an original executed assignment, in recordable form (except
for completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through
Certificates, Series 2007-9 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage
Pass-Through Certificates, Series 2007-9, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above) in favor of LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-9,
Commercial Mortgage Pass-Through Certificates,
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Series 2007-9 (or, in the case of a Loan Combination, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through
Certificates, Series 2007-9, and in its capacity as lead lender on behalf
of the holder(s) of the related Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or located,
an original or copy of an irrevocable, binding commitment (which may be a
pro forma policy or a marked version of the policy that has been executed
by an authorized representative of the title company or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company) to issue such title
insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, as
assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank
National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through
Certificates, Series 2007-9, and in its capacity as lead lender on behalf
of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or a copy of any Ground Lease, guaranty or
ground lessor estoppel;
(x) an original or a copy of any intercreditor agreement relating
to permitted debt of the Mortgagor and any intercreditor agreement relating
to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan;
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(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination,
an original or a copy of the related Loan Combination Co-Lender Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing; provided that, in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer in connection with its duties under the
Pooling and Servicing Agreement, and (c) are in the possession or under the
control of the Seller, together with all unapplied escrow amounts and reserve
amounts in the possession or under the control of the Seller that relate to the
Mortgage Loans, shall be delivered or caused to be delivered by the Seller to
the applicable Master Servicer (or, at the direction of such Master Servicer, to
the appropriate sub-servicer); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications, credit
underwriting, legal or other due diligence analyses, credit committee
5
briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee,
for its administrative convenience in reviewing the Mortgage Files, a mortgage
loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding,
the failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
applicable Master Servicer, the initial data (as of the Cut-off Date or the most
recent earlier date for which such data is available) contemplated by the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of California and the
Seller has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation or
bylaws, (B) violate any law or regulation or any administrative decree or
order to which it is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other
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instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller in
any court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the
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Mortgage Loans. The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the Mortgage Loans to
the Purchaser. The Seller is not selling the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller.
(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties pursuant
to Regulation AB. For purpose of this Agreement, "Regulation AB" shall mean
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
Sections 229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its
staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO Loan) not later than the end
of such 90-day period (and in no event later than the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into its
Collection Account any Substitution Shortfall Amount in connection therewith;
provided, however, that, unless the Document Defect or Breach would cause the
Mortgage Loan not to be a Qualified Mortgage, if such Document Defect or Breach
is capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
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shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Certificate Administrator setting forth the reason(s) such
Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to the delivery by the Seller to the Certificate Administrator,
at the expense of the Seller, of an Opinion of Counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions. In the event that one or more of such other Crossed Loans satisfy
the aforementioned criteria, the Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Document
Defect or Breach exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Loan Group. All documentation relating to the
termination of the cross-collateralization provisions of a Crossed Loan being
repurchased shall be prepared at the expense of the Seller and, where required,
with the consent of the related Mortgagor. For a period of two years from the
Closing Date, so long as there remains any Mortgage File relating to a Mortgage
Loan as to which there is any uncured Document Defect or Breach known to the
Seller that existed as of the Closing Date, the Seller shall provide, once every
90 days, the officer's certificate to the Certificate Administrator described
above as to the reason(s) such Document Defect or Breach remains
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uncured and as to the actions being taken to pursue cure; provided, however,
that, without limiting the effect of the foregoing provisions of this Section
3(c), if such Document Defect or Breach shall materially and adversely affect
the value of such Mortgage Loan or the interests of the holders of the
Certificates therein (subject to the second and third provisos in the sole
sentence of the preceding paragraph), the Seller shall in all cases on or prior
to the second anniversary of the Closing Date either cause such Document Defect
or Breach to be cured or repurchase or substitute for the affected Mortgage Loan
(for the avoidance of doubt, the foregoing two-year period shall not be deemed
to be a time limitation on the Seller's right to cure a Document Defect or
Breach as set forth in this Section 3). The delivery of a commitment to issue a
policy of lender's title insurance as described in representation 8 set forth on
Schedule I hereto in lieu of the delivery of the actual policy of lender's title
insurance shall not be considered a Document Defect or Breach with respect to
any Mortgage File if such actual policy of insurance is delivered to the Trustee
or a Custodian on its behalf not later than the 180th day following the Closing
Date.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Certificate
Administrator an Opinion of Counsel that such modification shall not cause an
Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged
10
Property(ies) may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Trust Fund in connection with such release,
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Mortgage Loan documents and the Seller provides an opinion of
counsel to the effect that such release would not cause either of REMIC I or
REMIC II to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions and (iii) each Rating Agency then rating
the Certificates shall have provided written confirmation that such release
would not cause the then-current ratings of the Certificates rated by it to be
qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the applicable Master Servicer's Collection
Account, and, if applicable, the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the
Trustee and the applicable Master Servicer, respectively, (i) the Trustee shall
be required to execute and deliver such endorsements and assignments as are
provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the applicable
Master Servicer and the Special Servicer shall each tender to the Seller, upon
delivery to each of them of a receipt executed by the Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and (iii) the applicable Master Servicer and the Special Servicer
11
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee (on whose behalf the
Certificate Administrator may act) on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of any
representation or warranty set forth in or required to be made pursuant to this
Section 3.
SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate
12
the Purchaser's articles of incorporation or bylaws, (B) violate any law or
regulation or any administrative decree or order to which it is subject or (C)
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Purchaser is a party or by
which the Purchaser is bound, which default might have consequences that would,
in the Purchaser's reasonable and good faith judgment, materially and adversely
affect the condition (financial or other) or operations of the Purchaser or its
properties or have consequences that would materially and adversely affect its
performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
13
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the applicable Master Servicer, respectively, all
documents represented to have been or required to be delivered to the Trustee
and such Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firm of Ernst
& Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of November 1, 2007, among the
Seller, the Other Sellers, the Purchaser, the Underwriters and the Initial
Purchasers.
Both parties agree to use their best reasonable efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the agreement(s) pursuant to which the servicing rights with respect
to the Mortgage Loans are being sold to the applicable Master Servicer (such
agreement(s), individually or collectively, as the case may be, the "Servicing
Rights Purchase Agreement");
14
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that (i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that leads him/her to believe that the Specified Portions of the Free Writing
Prospectus (when read together with the free writing prospectus which was
distributed to prospective investors in the Certificates by e-mail on November
1, 2007), as of the Time of Sale or as of the Closing Date, included or include
any untrue statement of a material fact relating to the Mortgage Loans or
omitted or omit to state therein a material fact necessary in order to make the
statements therein relating to the Mortgage Loans, in light of the circumstances
under which they were made, not misleading, (ii) such officer has carefully
examined the Specified Portions (as defined below) of the Prospectus Supplement
and nothing has come to his/her attention that leads him/her to believe that the
Specified Portions of the Prospectus Supplement, as of the date of the
Prospectus Supplement or as of the Closing Date, included or include any untrue
statement of a material fact relating to the Mortgage Loans or omitted or omit
to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading.
The "Specified Portions" of the Free Writing Prospectus shall consist
of Annex A-1 to the Free Writing Prospectus, entitled "Certain Characteristics
of the Mortgage Loans" (insofar as the information contained in Annex A-1
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to
the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as
the information contained in Annex A-1(YM) relates to the Mortgage
15
Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus,
entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar
as the information contained in Annex A-2 relates to the Mortgage Loans sold by
the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Free Writing Prospectus, entitled "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which
accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent
with Annex X-0, Xxxxx X-0(XX), Xxxxx X-0 and/or Annex B and only insofar as the
information contained therein relates to the Mortgage Loans sold by the Seller
hereunder), and the following sections of the Free Writing Prospectus (only to
the extent that any such information relates to the Seller (solely in its
capacity as a seller, sponsor or originator of the Mortgage Loans sold by the
Seller hereunder), or the Mortgage Loans sold by the Seller hereunder and
exclusive of any statements in such sections that purport to describe the
servicing and administration provisions of the Pooling and Servicing Agreement
and exclusive of aggregated numerical information that includes the Other
Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool", "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist of
Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of the
Mortgage Loans" (insofar as the information contained in Annex A-1 relates to
the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the
Prospectus Supplement entitled "Yield Maintenance Formulas" (insofar as the
information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the
Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain
Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans" (insofar as the information contained in Annex C
relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which
accompanies the Prospectus Supplement (insofar as such CD-ROM is consistent with
Annex X-0, Xxxxx X-0(XX), Xxxxx X-0 and/or Annex B and only insofar as the
information contained therein related to the Mortgage Loans sold by the Seller
hereunder), and the following sections of the Prospectus Supplement (only to the
extent that any such information relates to the Seller (solely in its capacity
as a seller, sponsor or originator of the Mortgage Loans sold by the Seller
hereunder), or the Mortgage Loans sold by the Seller hereunder and exclusive of
any statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Prospectus Supplement--Relevant Parties--Sponsors/Mortgage Loan
Sellers", "Summary of Prospectus Supplement--The Mortgage Loans and the
Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans",
"Description of the
16
Mortgage Pool", "Transaction Participants--The Sponsors" and "Affiliations and
Certain Relationships and Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means the Offering Prospectus dated October
25, 2007, and relating to the Publicly Offered Certificates.
"Memorandum" means the confidential Private Placement Memorandum dated
November 1, 2007, and relating to the Private Certificates;
"Prospectus" means the prospectus dated May 10, 2007.
"Prospectus Supplement" means the prospectus supplement dated November
1, 2007, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means November 1, 2007, at 11:10 a.m.
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) an original or a copy of a certificate of good standing
of the Seller issued by the State of California not earlier than 30 days prior
to the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Certificate Administrator, the
Underwriters, the Initial Purchasers and each of the Rating Agencies, together
with such other written opinions, including as to insolvency matters, as may be
required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in
17
Section 2 of this Agreement be, and be construed as, a sale of the Mortgage
Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans
by the Seller to the Purchaser to secure a debt or other obligation of the
Seller. However, if, notwithstanding the aforementioned intent of the parties,
the Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be
a security agreement within the meaning of Article 9 of the UCC of the
applicable jurisdiction; (ii) the conveyance provided for in Section 2 of this
Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account whether in
the form of cash, instruments, securities or other property; (iii) the
assignment to the Trustee of the interest of the Purchaser as contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of any security
interest created hereunder; (iv) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be possession by the secured party
for purposes of perfecting the security interest pursuant to Section 9-313 of
the UCC of the applicable jurisdiction; and (v) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller hereby
agrees to deliver to the Purchaser any disclosure information relating to any
event, specifically relating to the Seller (that arise from its role as sponsor
with respect to the Mortgage Loans), reasonably determined in good faith by the
Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form)
insofar as such disclosure is required under Item 1117 or 1119 of Regulation AB
or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts to deliver
proposed disclosure language relating to any event, specifically relating to the
Seller (that arise from its role as sponsor with respect to the Mortgage Loans),
described under Item 1117 or 1119 of Regulation AB or Item 1.03 to Form 8-K to
the Purchaser as soon as reasonably practicable after the Seller becomes aware
of such event and in no event more than two (2) business days following the
18
occurrence of such event if such event is reportable under Item 1.03 to Form
8-K. The obligation of the Seller to provide the above referenced disclosure
materials in any fiscal year of the Trust Fund will terminate upon the Trustee
filing a Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 8.16 of the Pooling and Servicing Agreement or the
reporting requirements with respect to the Trust Fund under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports on Form
8-K, Form 10-D or Form 10-K with respect to the Trust Fund as required under the
1934 Act and any applicable rules promulgated thereunder and as required under
Regulation AB.
SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent either
by certified mail (return receipt requested) or by courier service (proof of
delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND
THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL
BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
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HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
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SECTION 20. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
21
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
COUNTRYWIDE MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitizations
and to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
COUNTRYWIDE MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Co-Lender Agreement). The Seller has validly
and effectively conveyed to the Purchaser all legal and beneficial interest in
and to each Mortgage Loan free and clear of any pledge, lien, charge, security
interest or other encumbrance (except for certain servicing rights as provided
in the Pooling and Servicing Agreement, any permitted subservicing agreements
and servicing rights purchase agreements pertaining thereto); provided that
recording and/or filing of various transfer documents are to be completed after
the Closing Date as contemplated hereby and by the Pooling and Servicing
Agreement. The sale of the Mortgage Loans to the Purchaser or its designee does
not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. Each Mortgage Note is, or shall be as of the
Closing Date, properly endorsed to the Purchaser or its designee and each such
endorsement is, or shall be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in November 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or
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encumbrances that are pari passu with the lien of such Mortgage, in any event
subject, however, to the following (collectively, the "Permitted Encumbrances"):
(a) the lien for current real estate taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties; (b)
covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the related lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy, a "marked-up" commitment binding upon the title insurer or escrow
instructions binding on the title insurer and irrevocably obligating the title
insurer to issue such title insurance policy); (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy (or, if not yet
issued, referred to in a pro forma title policy, a "marked-up" commitment
binding upon the title insurer or escrow instructions binding on the title
insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (d) other matters to which like properties are commonly
subject; (e) the rights of tenants (as tenants only) under leases (including
subleases) pertaining to the related Mortgaged Property; (f) if such Mortgage
Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage
for another Mortgage Loan contained in the same Crossed Group; (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration; and (h) the rights of the holder of any
Non-Trust Loan that is part of a related Loan Combination to which any such
Mortgage Loan belongs. The Permitted Encumbrances do not, individually or in the
aggregate, materially and adversely interfere with the security intended to be
provided by the related Mortgage, the current principal use of the related
Mortgaged Property, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such Mortgage executed and delivered in
favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any Non-Trust Loan that is part of a related Loan Combination to which any
such Mortgage Loan belongs, and except that a license may have been granted to
the related Mortgagor to exercise certain rights and perform certain obligations
of the lessor under the relevant lease or leases, including, without limitation,
the right to operate the related leased property so long as no event of default
has occurred under such Mortgage Loan; and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases not
included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form (but for insertion of the name and address of the assignee and
any related recording information which is not yet available to the Seller), and
constitutes a legal, valid, binding and, subject to the limitations and
exceptions set forth in representation 13 below, enforceable assignment of such
Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the
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related mortgagee to enter into possession of the related Mortgaged Property to
collect the rents or provides for rents to be paid directly to the related
mortgagee, if there is an event of default beyond applicable notice and grace
periods. Except for the holder of the related Non-Trust Loan with respect to any
Mortgage Loan that is part of a Loan Combination, no person other than the
related Mortgagor owns any interest in any payments due under the related leases
on which the Mortgagor is the landlord, covered by the related Assignment of
Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) October 12, 2007 and (b) the
closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
Value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of
the material improvements on the related Mortgaged Property encroach upon the
boundaries and, to the extent in effect at the time of construction, do not
encroach upon the building restriction lines of such property, and none of the
material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
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8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a"marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue the title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property and is not secured by a single Mortgage,
each related Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured (except with respect to the rights of the holder of any Non-Trust
Loan that is part of a related Loan Combination to which any such Mortgage Loan
belongs) without the consent of or notice to the insurer. Such Title Policy
contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee, pending the satisfaction of certain conditions
relating to leasing, repairs or other matters with respect to the related
Mortgaged Property), and there is no obligation for future advances with respect
thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism provided that such insurance is
generally available at commercially reasonable rates.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either
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been properly designated and currently so serves or may be substituted in
accordance with the Mortgage and applicable law, and (b) no fees or expenses are
or will become payable to such trustee by the Seller, the Purchaser or any
transferee thereof except in connection with a trustee's sale after default by
the related Mortgagor or in connection with any full or partial release of the
related Mortgaged Property or related security for such Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
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violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the lesser of (a) the amount estimated in such Environmental Report as
sufficient to pay the costs of such remediation or (b) the principal balance of
the Mortgage Loan, has a term ending no sooner than the date which is five years
after the maturity date of the Mortgage Loan to which it relates and either does
not provide for a deductible or the deductible amount is held in escrow and all
premiums have been paid in full. Each Mortgagor represents and warrants in the
related Mortgage Loan documents that except as set forth in certain
environmental reports and to its knowledge it has not used, caused or permitted
to exist and will not use, cause or permit to exist on the related Mortgaged
Property any hazardous materials in any manner which violates federal, state or
local laws, ordinances, regulations, orders, directives or policies governing
the use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage and each other
agreement executed by or on behalf of the related Mortgagor with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or one form of action law or
market value limit deficiency legislation), enforceable in accordance with its
terms, except as such enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, receivership, fraudulent transfer and conveyance or other
similar laws affecting the enforcement of creditors' rights generally, (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (iii) public policy
considerations underlying applicable securities laws, to the extent that such
public policy considerations limit the enforceability of provisions that purport
to provide indemnification from liabilities under applicable securities laws,
and except that certain provisions in such loan documents may be further limited
or rendered unenforceable by applicable law, but (subject to the limitations set
forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with
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respect to the enforceability of any provisions requiring the payment of default
interest, late fees, additional interest, prepayment premiums or yield
maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the full
insurable value of the related Mortgaged Property or (2) the maximum amount of
insurance available under the applicable federal flood insurance program. Each
Mortgaged Property located in California or in seismic zones 3 and 4 is covered
by seismic insurance to the extent such Mortgaged Property has a probable
maximum loss of greater than twenty percent (20%) of the replacement value of
the related improvements, calculated using methodology acceptable to a
reasonably prudent commercial mortgage lender with respect to similar properties
in the same area or earthquake zone. Each Mortgaged Property located within
Florida or within 25 miles of the coast of North Carolina, South Carolina,
Georgia, Alabama, Mississippi, Louisiana or Texas is insured by windstorm
insurance in an amount at least equal to the lesser of (i) the outstanding
principal balance of the related Mortgage Loan and (ii) 100% of the insurable
replacement cost of the improvements located on such Mortgaged Property (less
physical depreciation). All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without at least 10 days'
prior written notice to the mortgagee; and no such notice has been received,
including any notice of nonpayment of premiums, that has not been cured.
Additionally, for any Mortgage Loan having a Cut-off Date Balance equal to or
greater than $20,000,000, the insurer for all of the required coverages set
forth herein has a claims paying ability or financial strength rating from S&P
or Xxxxx'x of not less than A-minus (or the equivalent), or from A.M. Best
Company of not less than "A-minus: V" (or the equivalent) and, if rated by
Fitch, of not less than "A-" from Fitch (or the equivalent). With respect to
each Mortgage Loan, the related Mortgage Loan documents require that the related
Mortgagor or a tenant of such Mortgagor maintain insurance as described above or
permit the related mortgagee to require insurance as described above. Except
under
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circumstances that would be reasonably acceptable to a prudent commercial
mortgage lender or that would not otherwise materially and adversely affect the
security intended to be provided by the related Mortgage, the Mortgage Loan
documents for each Mortgage Loan provide that proceeds paid under any such
casualty insurance policy will (or, at the lender's option, will) be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of amounts due under such Mortgage Loan; provided
that the related Mortgage Loan documents may entitle the related Mortgagor to
any portion of such proceeds remaining after the repair or restoration of the
related Mortgaged Property or payment of amounts due under the Mortgage Loan;
and provided, further, that, if the related Mortgagor holds a leasehold interest
in the related Mortgaged Property, the application of such proceeds will be
subject to the terms of the related Ground Lease (as defined in representation
18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
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18. Leasehold Estate. If any Mortgage Loan is secured by the interest
of a Mortgagor as a lessee under a ground lease of all or a material portion of
a Mortgaged Property (together with any and all written amendments and
modifications thereof and any and all estoppels from or other agreements with
the ground lessor, a "Ground Lease"), but not by the related fee interest in
such Mortgaged Property or such material portion thereof (the "Fee Interest"),
then:
(i) such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage; and there has been no material
change in the terms of such Ground Lease since its recordation, with the
exception of material changes reflected in written instruments which are a
part of the related Mortgage File; and if required by such Ground Lease,
the lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground Lease
has not been terminated and all amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under such Ground Lease) to cure any default
under such Ground Lease, which is curable after the receipt of notice of
any such default, before the lessor thereunder may terminate such Ground
Lease;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term which does not end prior to the
5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if exercised,
would cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
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(viii) such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease for any reason,
including as a result of a rejection of such Ground Lease in a bankruptcy
proceeding involving the related Mortgagor, unless the mortgagee under such
Mortgage Loan fails to cure a default of the lessee that is susceptible to
cure by the mortgagee under such Ground Lease following notice thereof from
the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the related Mortgaged Property is
located at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Accordingly,
each Mortgage Loan is directly secured by an interest in real property (within
the meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and
either (1) the fair market value of the interest in real property which secures
such Mortgage Loan was at least equal to 80% of the principal amount of such
Mortgage Loan at the time the Mortgage Loan was (a) originated or modified
(within the meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b)
contributed to the Trust Fund, or (2) substantially all of the proceeds of such
Mortgage Loan were used to acquire, improve or protect an interest in real
property and such interest in real property was the only security for the
Mortgage Loan at the time such Mortgage Loan was originated or modified. For
purposes of the previous sentence, the fair market value of the referenced
interest in real property shall first be reduced by (1) the amount of any lien
on such interest in real property that is senior to the Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is in
parity with the Mortgage Loan.
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20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in
connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
Value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage Loan
(which will also be an asset of the Trust Fund) cross collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any mortgage lien junior to or of equal priority with the
lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
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24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchisee
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any Crossed
Loan Group, the sum of the amounts of the respective Mortgages recorded on the
related Mortgaged Properties with respect to such Mortgage Loans is at least
equal to the total amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
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Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate.
32. Inspection. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due inquiry
consistent with the inquiry a reasonably prudent commercial mortgage lender
would conduct under similar circumstances, there exists no material default,
breach, violation or event of acceleration under the Mortgage Note or Mortgage
for any Mortgage Loan (other than payments due but not yet 30 days or more
delinquent); provided, however, that this representation and warranty does not
cover any default, breach, violation or event of acceleration that pertains to
or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of
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worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor with respect to a Mortgage Loan
that is cross-collateralized and cross-defaulted with the subject Mortgage Loan)
and, that it holds itself out as a legal entity (separate and apart from any
other person), that it will not guarantee or assume the debts of any other
person, that it will not commingle assets with affiliates, and that it will not
transact business with affiliates (except to the extent required by any cash
management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a
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valid security interest in all items of personal property owned by the related
Mortgagor which are material to the conduct in the ordinary course of the
Mortgagor's business on the related Mortgaged Property, subject only to purchase
money security interests, personal property leases and security interests to
secure revolving lines of credit and similar financing; and (b) one or more UCC
financing statements covering such personal property have been filed and/or
recorded (or have been sent for filing or recording or submitted to a title
company for filing or recording pursuant to escrow instructions) wherever
necessary to perfect under applicable law such security interests (to the extent
a security interest in such personal property can be perfected by the filing or
recording of a UCC financing statement under applicable law). The related
assignment of such security interest (but for insertion of the name of the
assignee and any related information which is not yet available to the Seller)
executed and delivered in favor of the Trustee constitutes a legal, valid and,
subject to the limitations and exceptions set forth in representation 13 hereof,
binding assignment thereof from the relevant assignor to the Trustee.
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to the
extent that possession or control of such items or actions other than the filing
or recording of UCC Financing Statements are required in order to effect such
perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date or, in the case of an ARD Loan,
prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
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45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than 15 days from the applicable Due Date or five (5)
days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
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50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices with respect to
each Mortgage Loan have, in all material respects, met customary standards
utilized by prudent commercial mortgage loan servicers with respect to whole
loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
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ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loans known as Xxxxxxx Plaza and Westminster
Storage, identified on Annex A-1 by ID #156 and 202 have an Indemnity Deed of
Trust structure. The related borrowers under such Mortgage Loans executed and
delivered the related notes to the lender and are obligated to make payments
thereunder. The related property owners for such Mortgage Loans have guaranteed
all amounts payable by the borrowers under the related notes, which guaranties
are secured by indemnity deeds of trust in favor of the lender. With respect to
the above referenced Mortgage Loans, certain of the representations regarding
the borrowers refer to the property owners of the related Mortgaged Property as
well. Any information provided in any of these exceptions to representations
shall be applicable to any other representations as if taken as an exception to
any other applicable representation.
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------- ------------- ---------
EXCEPTION TO REPRESENTATION 5: ASSIGNMENT OF LEASES AND RENTS.
00 Xxx Xxxx Shopping Center The borrower owns the fee interest in the entire Mortgaged Property and leases a
portion of the property to Woolco, Inc. ("Woolco") (such portion, the "Woolco
Parcel"). Kimsworth, Inc. ("Kimsworth") subleases the Woolco Parcel from Woolco.
The borrower collects rent on the Woolco Parcel from Woolco or Kimsworth. The
borrower delivered an assignment of leases and rents on this lease. The borrower
sub-subleases a portion of the Woolco Parcel from Kimsworth and the borrower
leases this space to third party retail tenants. The other portion of the Woolco
Parcel is leased by Kimsworth to third party tenants and the rents from these
tenants are not available to the borrower. The sub-sublease between the borrower
and Kimsworth was not collaterally assigned to the lender because the terms of
such lease prohibit it.
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
EXCEPTIONS TO REPRESENTATION 6: MORTGAGE STATUS; WAIVERS AND MODIFICATIONS.
00 Xxxxxx Xxx Marketplace The Mortgage Loan documents have been amended to extend the amount of time that
the borrower has to complete certain deferred maintenance required under the
Mortgage Loan documents. The Mortgage Loan documents have been modified to
change the provisions regarding termination of cash management.
00 Xxxxxxxxx Xxxxxxx Shopping Center The Mortgage Loan documents were amended to add additional
guarantors/indemnitors.
33 Markets at Xxxx Ridge The Mortgage Loan documents were modified to change the provisions regarding the
release of a reserve.
EXCEPTIONS TO REPRESENTATION 8: TITLE INSURANCE.
222 5925 University The title policy for the Mortgage Loan does not contain an access endorsement.
The title policy, however, does not specifically except as to access. There have
been no prior challenges regarding access to the Mortgaged Property.
EXCEPTIONS TO REPRESENTATION 10: MORTGAGE PROVISIONS.
Various All of the exceptions made to representation number 14 regarding terrorism
insurance are incorporated herein by reference as if made herein.
EXCEPTION TO REPRESENTATION 12: ENVIRONMENTAL CONDITIONS.
00 Xxxx Xxxx Xxxx Center The Environmental Report for the Mortgaged Property is dated earlier than
00 Xxxxxx Xxx Marketplace twelve months prior to the date hereof.
161 Kinko's Plaza
177 Hampton Inn-Idaho Falls
EXCEPTIONS TO REPRESENTATION 14: INSURANCE.
Various With respect to VARIOUS COUNTRYWIDE MORTGAGE LOANS, (i) for so long as the
Terrorism Risk Insurance Act of 2002 ("TRIA") is in effect (including any
extensions), the lender is required to accept terrorism insurance which covers
against
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
"covered acts" as defined by TRIA and (ii) the borrower is required to maintain
terrorism insurance (a) to the extent such coverage is available at commercially
reasonable rates, and/or (b) only that amount which may be purchased up to a
specified premium amount. For a list of the Mortgage Loans that have limitations
on the amount of terrorism insurance coverage that is required to be maintained,
please see the attached Schedule A.
In addition, in the event of a casualty where the borrower does not rebuild, the
insurance policies generally provide that the proceeds will be reduced for
depreciation.
4 Janss Marketplace The borrowers' umbrella insurance carrier is rated BBB by S&P and A-:XIII by
0 Xxxxxxxxx Xxxxxxx A.M. Best. When the related policies expire, the borrower is required to obtain
9 0000 Xxxxxxxx Xxxxxxxxx umbrella coverage with a rating of at least A. The borrower is also required to
replace the current umbrella insurance carrier if such carrier receives a
ratings downgrade.
11 Bon Carre The Mortgage Loan documents provide that the aggregate deductible per loss for
all insurance policies is not to exceed $10,000. The lender accepted the
borrower's insurance policy, which includes a named storm deductible of 5% with
a minimum of $500,000.
15 Xxxx Xxxx Tower Center The Mortgage Loan documents require 18 months of business interruption coverage.
The lender accepted the borrower's current policy, which provides for 12 months
of such coverage.
24 Oregon City Shopping Center The borrower's umbrella insurance carrier is rated BBB by S&P and A-:XIII by
A.M. Best.
00 Xxxxxx Xxx Marketplace The Mortgage Loan documents require a six month extended period of indemnity
endorsement for business interruption insurance. The lender has accepted the
borrower's current policy, which has a 90 day extended period of indemnity
endorsement for business interruption insurance.
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
37 Lakeside Business Center The Mortgage Loan documents provide that the aggregate deductible per loss for
all insurance policies is not to exceed $25,000. The lender accepted the
borrower's insurance policy, which has a windstorm insurance deductible of up to
5% of the insurable value of the improvements.
66 Xxxx Elsevier The Mortgage Loan documents provide that the aggregate deductible per loss for
all insurance policies is not to exceed $10,000. The borrower's property
insurance and general liability insurance policies each have a $15,000
deductible.
00 Xxxxxx Xxxxxx The Mortgage Loan documents provide that the borrower's general liability
insurance policy shall have no deductible. The lender accepted the borrower's
general liability insurance policy, which has a $10,000 deductible.
79 1419 X. Xxxxx Retail The Mortgage Loan documents require the borrower to obtain general liability
117 Camp Creek Pointe umbrella insurance coverage of $3,000,000. The lender accepted the borrower's
current insurance policy, which provides $1,000,000 of general liability
umbrella coverage.
89 Verga Office Properties The Mortgage Loan documents provide that the aggregate deductible per loss for
93 Friendly Self Storage all insurance policies is not to exceed $10,000. The borrower's property
112 Howell Branch Corners insurance deductible is $25,000.
116 Anchor Health Ctr The Mortgage Loan documents provide that the aggregate deductible per loss for
all insurance policies is not to exceed $10,000. The borrower's insurance policy
has a wind/hail deductible of 5% of losses sustained.
149 Walgreens The Mortgage Loan documents provide that the aggregate deductible per loss for
220 Walgreens-Brownsville all insurance policies is not to exceed $10,000. The lender accepted the
borrower's general liability insurance policy, which has a $50,000 deductible.
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
153 000 Xxxxx 00 Xxxxxxxxx insurance is not required under the Mortgage Loan documents but the
000 Xxxxxx Xxxxx borrower's current insurance policy has terrorism coverage.
182 Happy Nails
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx Showplace
199 Square
225 Madisonian Office
245 6975 Flanders
170 Calexico MHP The lender accepted the borrower's business interruption insurance policy, which
only provides for six months of coverage.
000 Xxxxxx Xxxxx Self Storage The Mortgage Loan documents require a six month extended period of indemnity
endorsement for business interruption insurance but the lender has waived such
requirement.
185 Saratoga Shopping Center The borrower's current policy has an 80% co-insurance clause for property
coverage. The policy's limit, however, exceeds the required amount by 25%.
000 Xxxxxxxx Xxxxx The borrower's current policy has an 80% co-insurance clause for property
coverage. The policy's limit, however, exceeds the required amount by 25%.
The Mortgage Loan documents require general liability umbrella coverage but such
requirement has been waived because the borrower's general liability coverage
was deemed sufficient.
201 Xxxxxxxx Metals The related Mortgage Loan documents provide that the aggregate deductible per
loss for all insurance policies is not to exceed $10,000. The borrower's
property insurance deductible is $100,000.
000 Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxx The Mortgage Loan documents require general liability umbrella coverage but such
Encino Commons requirement has been waived because the borrower's general liability coverage
0000 Xxxxxxxxxx Xxx Retail was deemed sufficient.
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
244 Thrift Industrial The Mortgage Loan documents require terrorism insurance coverage but the lender
has waived such requirement.
EXCEPTION TO REPRESENTATION 17: LOCAL LAW COMPLIANCE
39 Gateway Station The Mortgaged Property is legally nonconforming due to parking and may be
rebuilt provided that if more than 50% of the Mortgaged Property is destroyed it
must be rebuilt in conformity with zoning regulations. The lender did not
require law and ordinance insurance coverage.
EXCEPTIONS TO REPRESENTATION 18: MATERIAL LEASEHOLD ESTATE
66 Xxxx Elsevier (v) The Ground Lease does not provide that notice is not effective against the
Mortgagee unless a copy has been delivered to the Mortgagee.
000 Xxxxxx Xxxx Xxxxx (v) The Ground Lease does not provide that no notice of termination is effective
against the mortgagee unless a copy has been delivered to the mortgagee in the
manner described in the Ground Lease. Under the Ground Lease estoppel, however,
upon any termination or cancellation of the Ground Lease, the lessor is required
to enter into a new lease with the lender.
(xi) The Ground Lease does not provide that it may not be amended or modified
without the prior written consent of the mortgagee and that any such action
without consent is not binding on the mortgagee. The borrower, however, cannot
amend the Ground Lease without the lender's counsent pursuant to the Mortgage
Loan documents.
EXCEPTION TO REPRESENTATION 22: LEGAL PROCEEDINGS.
10 Northwood Centre In December 2006, the prior owner of the Mortgaged Property settled an ongoing
class action suit brought by employees and third party contractors of one of the
tenants at the Mortgaged Property. The plaintiffs claimed that they incurred
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
adverse health effects from mold and fungal growth while occupying office suites
in the basement or lower level of the Mortgaged Property. The prior owner
investigated and corrected the water intrusion, mold and fungal growth. The
tenant's lease requires indoor air quality tests to be completed by a licensed
professional every four years. In January, 2006, a separate suit was brought
against the prior owner of the Mortgaged Property by an individual who claimed
that the mold and other air quality problems at the Mortgaged Property caused
him to suffer throat cancer. This litigation is ongoing and the prior owner's
insurance company is handling the litigation. There can be no assurance that the
current litigation will not have a negative effect on the Mortgaged Property or
the Mortgage Loan.
EXCEPTIONS TO REPRESENTATION 23: OTHER MORTGAGE LIENS.
000 Xxxxxx Xxxxx Xxxxx The Mortgage Loan is part of a loan combination and is cross-collateralized with
a subordinate B-note, which is outside the Mortgage Pool.
EXCEPTIONS TO REPRESENTATION 26: LICENSES AND PERMITS.
00 000-000 Broadway Although a certificate of occupancy ("CO") has been issued with respect to the
Mortgaged Property, three amendments to the CO are currently pending to reflect
the current use of the Mortgaged Property. The former use classification and the
current use classification, however, are in the same category. The Mortgage Loan
documents require the borrower to obtain a final "sign off" and provide the
lender with an amended final CO.
000 Xxxxxx Xxxx Xxxxx The borrower does not have a CO for the Mortgaged Property.
174 A-Mini Storage
EXCEPTIONS TO REPRESENTATION 27: CROSS-COLLATERALIZATION.
000 Xxxxxx Xxxxx Xxxxx The Mortgage Loan is part of a loan combination
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
and is cross-collateralized with a subordinate B-note, which is outside the
Mortgage Pool.
EXCEPTIONS TO REPRESENTATION 28: RELEASES OF MORTGAGED PROPERTY.
10 Northwood Centre The Mortgage Loan documents permit the partial release of an improved portion of
the Mortgaged Property (the "Outparcel") provided, among other things: (i) no
event of default exists under the Mortgage Loan documents, (ii) the remaining
portion of the Mortgaged Property (a) complies with all applicable legal
requirements, (b) is a separate tax parcel and not subject to any liens for
taxes attributable to the Outparcel and (c) benefits from appropriate
appurtenant easements, (iii) the Outparcel is conveyed to a person other than
the borrower and (iv) the borrower pays lender's costs and expenses incurred in
connection with such partial release. The income from the Outparcel was not
considered in the Seller's underwriting of the Mortgage Loan.
54 Fairfield Inn-Columbus The Mortgage Loan documents permit the release of an improved portion of the
Mortgaged Property (the "Restaurant Property") provided, among other things: (i)
no event of default exists under the Mortgage Loan documents, (ii) the remaining
portion of the Mortgaged Property (a) complies with all applicable legal
requirements, (b) is a separate tax parcel and not subject to any liens for
taxes attributable to the Restaurant Property, (c) is shown on a current ALTA
survey acceptable to the lender and (d) benefits from appropriate appurtenant
easements, (iii) the Restaurant Property is conveyed to a person other than the
borrower and (iv) the borrower pays lender's costs and expenses incurred in
connection with such partial release. The income from the Restaurant Property
was not considered in the Seller's underwriting of the Mortgage Loan.
72 Staples Center Hanford The related Mortgage Loan documents permit the release of the
00 Xxxxxxx Xxxxx cross-collateralized Mortgage Loan two years after the "start-up date" provided
that the
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
dark anchor space at the Staples Center Hanford property, which space is not a
part of the collateral securing the Mortgage Loan, is leased and occupied by a
tenant acceptable to lender under a lease acceptable to lender.
EXCEPTION TO REPRESENTATION 31: FIXED RATE LOANS
62 3602 35th Avenue The Mortgage Loan has a fixed rate of interest through the 10th year of the
153 978 Route 45 related loan term and thereafter has a floating rate based on an index specified
in the related note. The Mortgage Loan documents provide that the floating
interest rate must be at least as high as the original fixed interest rate.
EXCEPTIONS TO REPRESENTATION 34: DUE-ON SALE.
All Countrywide Mortgage Loans The Countrywide Mortgage Loan documents permit, without consent of the lender,
the transfer (i) of more than 49% of the total direct or indirect equity
interest in the borrower or any indirect or direct equity interest that results
in a change of control of the borrower, or (ii) of all or substantially all of
the Mortgaged Property, in each case, to another party (the "Transferee
Borrower"), provided that prior to such sale or transfer certain of the
following conditions are met: (a) the payment of a transfer fee (in most cases)
by the borrower, (b) reasonable approval by the lender of the identity,
experience, financial condition, creditworthiness, single purpose nature and
bankruptcy remoteness of the Transferee Borrower and the replacement guarantors
and indemnitors, (c) the delivery of acceptable documentation as may be
reasonably required by the lender from the borrower, the Transferee Borrower,
guarantor and the replacement guarantors and indemnitors (including, without
limitation, assumption documents), (d) delivery of the opinion letters relating
to such transfer (including, without limitation, tax, bankruptcy and REMIC
opinions) in form and substance reasonably satisfactory to the lender in the
lender's reasonable discretion, (e)
X-X-0
XXXXX X-0
XX # XXXXXXXX LOAN EXCEPTION
--------- ------------- ---------
delivery of title endorsement acceptable to the lender and (f) payment from the
borrower of all reasonable expenses incurred by the lender in connection with
such transfer, including, without limitation, the lender's reasonable attorneys
fees and expenses, all recording fees, and all fees payable to the Title Company
for the delivery to lender of title endorsements. With respect to certain of the
Countrywide Mortgage Loans, the Mortgage Loan documents permit, without consent,
transfers (w) that result in no change in the managerial control of the
borrower, (x) among existing principals, even if there is a change in control,
(y) that accommodate a 1031 exchange or reverse 1031 or (z) with respect to
Mortgage Loans to tenant-in-common borrowers, transfers among and to additional
tenant-in-common borrowers.
In addition the Countrywide Mortgage Loan documents generally provide that in
determining whether the transfer of equity interests in the borrower is a
permitted transfer not requiring the lender's prior consent, such determination
is made by looking to transfers of "direct or indirect", "legal or beneficial
equity interests" (rather than solely a direct equity transfer in the borrower
resulting in a change of control under this Representation) and limits such
transfers to an aggregate 49% interest that does not result in a change of
control of the borrower. Also, the Countrywide Mortgage Loan documents permit
transfers of non-material leases or material leases that are approved by lender.
With respect to any borrower that is not a single purpose entity, such borrower
and/or its direct or indirect owners may not be prohibited from incurring other
debt.
31 DASCO MOB The Mortgage Loan documents permit the transfer of 99% of the membership
interests in the related borrowers to LaSalle Medical Office Fund II Lending,
LLC (the mezzanine lender) after one year from the date of the loan closing.
33 Markets at Xxxx Bridge The Mortgage Loan documents permit the transfers
X-X-00
XXXXX X-0
ID # MORTGAGE LOAN EXCEPTION
--------- ------------- ---------
of direct or indirect equity interests in the borrower which in aggregate during
the term of the loan (i) do not exceed 75% of the total direct or indirect legal
or beneficial ownership interests in the borrower, (ii) do not result in any
shareholder's, partner's, member's or other person's interest in the borrower
exceeding 75% and (iii) do not result in Xxxxxxxx X. Xxxxxx owning less than a
25% interest in the borrower.
For a list of Mortgage Loans with existing related mezzanine debt, see attached Schedule B.
For a list of Mortgage Loans that permit mezzanine debt in the future, see attached Schedule C.
The following Mortgage Loan documents permit secured pari passu debt:
4 Janss Marketplace The Mortgage Loan documents permit the borrower to incur secured pari passu debt
with equal terms to the Mortgage Loan in an amount not to exceed $5,000,000
provided, among other conditions, that the debt service coverage ratio ("DSCR")
is at least 1.15x based on a 30 year amortization schedule, delivery of an
acceptable intercreditor agreement and delivery of a rating agency non-downgrade
confirmation.
The following Mortgage Loan documents permit secured subordinate debt:
19 University Village Apts The Mortgage Loan documents permit the borrower to incur secured subordinate
debt subject to the satisfaction of certain conditions including: (i) the
aggregate loan-to-value ("LTV") ratio does not exceed 80%, (ii) the aggregate
DSCR is at least 1.20x and (iii) delivery of a subordination and standstill
agreement.
44 Cornerstone Office Building The Mortgage Loan documents permit the borrower to incur secured subordinate
debt two years after the securitization closing date subject to satisfaction of
certain conditions including: (i) the aggregate LTV ratio does not exceed 75%,
(ii) the aggregate DSCR is at least 1.25x (1.15x on a 9.25% constant) and (iii)
delivery of an acceptable intercreditor agreement.
X-X-00
XXXXX X-0
ID # MORTGAGE LOAN EXCEPTION
--------- ------------- ---------
000 Xxxxxx Xxxxx Self Storage The Mortgage Loan documents permit the borrower to incur secured subordinate
debt subject to satisfaction of certain conditions including: (i) the aggregate
LTV does not exceed 80%, (ii) the aggregate DSCR is at least 1.20x and (iii)
delivery of a subordination and standstill agreement.
000 Xx. Xxxx Retail The Mortgage Loan documents permit the borrower to incur secured subordinate
debt subject to satisfaction of certain conditions including: (i) the aggregate
LTV does not exceed 80%, (ii) the aggregate DSCR is at least 1.20x and (iii)
delivery of a subordination and standstill agreement.
The following Mortgage Loan documents permit unsecured subordinate debt (excluding such debt that is permitted in the ordinary
course of business):
6 St. Louis Flex Office Portfolio The Mortgage Loan documents permit the borrower to incur unsecured subordinate
debt from its members for capital expenditures in an amount not to exceed 5% of
the loan amount. Any such unsecured subordinate debt incurred will be subject to
a subordination and standstill agreement.
EXCEPTION TO REPRESENTATION 35: SINGLE PURPOSE ENTITY.
62 0000 00xx Xxxxxx The borrower is not a single purpose entity.
00 Xxxxx Xxxxxxxx Xxxxxx
000 Xxxxxx Self Storage
118 0000 Xxxx Xx
000 Xxxxxxx Self Storage
131 Coles Self Storage
EXCEPTION TO REPRESENTATION 37: TAX PARCELS.
25 HCP Tranche III The Mortgaged Property is a portion of a larger tax parcel. The borrower has
agreed to use commercially reasonable efforts to apply to the applicable
governing authority and have the Mortgaged Property converted into a separate
tax parcel. The borrower provided a letter of credit to the lender in the amount
of one year's worth of taxes attributable to the entire tax parcel.
I-A-12
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------- ------------- ---------
79 1419 X. Xxxxx Retail The Mortgaged Property and an adjacent property are currently both under the
same tax parcel. The Mortgage Loan documents require the borrower to file a tax
division effective for the 2008 tax year. The borrower is required to escrow for
taxes on the entire tax parcel until such time that the Mortgaged Property
becomes a separate tax parcel.
EXCEPTIONS TO REPRESENTATION 45: FEE SIMPLE INTEREST.
Various Certain Countrywide Loans With respect to any Mortgage Loan in which the interest encumbered under the
Mortgage is the overlapping fee and leasehold interest in the entire Mortgaged
Property (and as such, treated as a fee interest in the Mortgaged Property),
such Mortgage Loan is not the subject of representation 18 and such Mortgage
Loan is not being listed here as an exception to this representation 45.
EXCEPTION TO REPRESENTATION 47: OPERATING STATEMENTS.
77 Ithaca Retail The borrower is not required to submit a balance sheet or aged accounts
receivable report to the lender.
220 Walgreens-Brownsville The borrower is only required to provide annual rent rolls and operating
statements.
I-A-13
Schedule A
List of Mortgage Loans with Limitations on Terrorism Insurance Coverage
ANNEX A-1
ID# MORTGAGED PROPERTY NAME LIMITATION ON TERRORISM INSURANCE COVERAGE
--------- ----------------------- ------------------------------------------
10 Northwood Centre The borrower's terrorism insurance premium is capped at an amount equal to 200%
of the aggregate insurance premium payable with respect to its "all risk"
property policy.
00 Xxxx Xxxx Xxxx Center The borrower is only required to obtain terrorism insurance in an amount that
can be purchased for a premium of up to 200% of the premium for its "all risk"
policy.
22 Wareham Cranberry Plaza The borrower is only required to maintain terrorism insurance coverage that is
available for a premium equal to 50% of the total annual premium without
terrorism coverage.
25 HCP Tranche III The borrower is not required to obtain terrorism insurance coverage in an amount
greater than $50,000,000.
00 Xxxxxxxxx Xxxxxxx Shopping Center The borrower is only required to obtain terrorism insurance in an amount that
can be purchase for a premium of up to 150% of the sum of the "all risk" and
business interruption/loss of rents premiums for such year.
60 827-831 Broadway The borrower is only required to maintain terrorism insurance coverage that is
available for a premium equal to 125% of the total annual premium without
terrorism coverage.
69 Blue Cross Plano Office The borrower is only required to maintain terrorism insurance coverage that is
available for a premium equal to 50% of the total annual premium without
terrorism coverage.
112 Howell Branch Corners The borrower is only required to maintain terrorism insurance coverage that is
available for a premium equal to 25% of the total annual premium without
terrorism coverage.
189 1310 PCH Center Terrorism insurance is only required if the borrower may obtain such coverage at
commercially reasonable rates.
Schedule B
List of Mortgage Loans with related existing Mezzanine Debt
ORIGINAL INTERCREDITOR
ANNEX A-1 MEZZANINE DEBT AGREEMENT
ID # MORTGAGED PROPERTY NAME BALANCE (YES OR NO)
--------- ----------------------- -------------- -------------
30 Northtown Village Shopping Center $850,000 Yes
31 DASCO MOB $9,514,913 Yes
00 Xxxxxxx Xxxxxxx $3,050,000 Yes
000 Xxxxxxxxx Xxxxxxxxxx-Xxxxxxxx $150,000 Yes
000 Xxxxxxxxx Xxxxxxxxxx $120,000 Yes
Schedule C
List of Mortgage Loans that permit future Mezzanine Debt
INTERCREDITOR
ANNEX A-1 MAXIMUM LTV AGREEMENT
ID# MORTGAGED PROPERTY RATIO MINIMUM DSCR (YES OR NO)
--------- -------------------------- ----------- --------------- -------------
4 Janss Marketplace(1) 90% 1.05x Yes
5 Promenade Gateway(1) 90% 1.05x Yes
9 0000 Xxxxxxxx Xxxxxxxxx(0) 90% 1.05x Yes
10 Northwood Centre(2) 85% 1.10x Yes
19 University Village 80% 1.20x Yes
Apts(2,7)
20 Residence Inn by Marriott 80% 1.20x Yes
Westlake(1) (.90x stressed)
33 Markets at Xxxx Bridge 80% 1.25x Yes
39 Gateway Station(3) 85% 1.15x Yes
46 Bradenton Office 85% 1.10x Yes
Portfolio(4)
66 Xxxx Elsevier(2, 5) 80% 1.15x Yes
69 Blue Cross Plano Office 70% 1.20x Yes
00 Xxxx Xxxxxx Retail(1) 80% 1.15x Yes
000 Xxxxxxxx Xxxxxx Xxxxxx(0) 80% 1.20x Yes
112 Howell Branch Corners 90% 1.05x Yes
116 Anchor Health Ctr(4) 85% 1.10x Yes
118 0000 Xxxx Xx(0) X/X X/X X/X
132 Cobblestone Fiesta Center 85% 1.07x Yes
140 Xxxxxx Village(1) 80% 1.20x Yes
170 Calexico MHP 75% 1.20x Yes
000 Xxxxxx Xxxxx Self 80% 1.20x Yes
Storage(2)
185 Saratoga Shopping 80% 1.20x Yes
Center(1)
----------
(1) Not permitted to be incurred in the first 24 months of the related loan
closing.
(2) Not permitted to be incurred in the first 12 months of the related loan
closing.
(3) Prior to obtaining additional mezzanine debt, the borrower must have paid
off its existing mezzanine loan.
(4) Not permitted to be incurred in the first 18 months of the related loan
closing.
(5) The maximum LTV ratio and minimum DSCR are after a transfer of the related
mortgaged property. The maximum LTV ratio and minimum DSCR permitted prior
to such transfer are 90% and 1.07x, respectively.
(6) Mezzanine financing is only permitted with the lender's consent.
(7) The borrower is permitted to incur either mezzanine debt or secured
subordinate debt.
INTERCREDITOR
ANNEX A-1 MAXIMUM LTV AGREEMENT
ID# MORTGAGED PROPERTY RATIO MINIMUM DSCR (YES OR NO)
--------- -------------------------- ----------- --------------- -------------
186 8440 Eastgate(6) N/A N/A N/A
189 1310 PCH Center 80% 1.20x Yes
000 0 Xxxxxx Xxxxx 65% 1.50x Yes
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
NONE.
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
NONE.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Attached
MLCFC 2007-9: COUNTRYWIDE MORTGAGE LOAN SCHEDULE
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE
--------------------------------------------------------------------------------------------------------------------------
4 1 Janss Marketplace Loan CRF Retail
5 1 Promenade Gateway Loan CRF Mixed Use
6 1 St. Louis Flex Office Portfolio Loan CRF Industrial
6.01 1 Xxxxxx Interstate Center (A-D) Property CRF Industrial
6.02 1 St. Louis Business Center (A-D) Property CRF Industrial
6.03 1 Southridge Business Center Property CRF Industrial
6.04 1 Warson Commerce Center (A-D) Property CRF Industrial
6.05 1 Xxxxx Xxxx Center Property CRF Industrial
6.06 1 Horizon Business Center Property CRF Industrial
9 1 0000 Xxxxxxxx Xxxxxxxxx Loan CRF Office
10 1 Northwood Centre Loan CRF Mixed Use
11 1 Bon Carre Loan CRF Office
13 1 Xxxxxx 7 RV Park Portfolio Loan CRF Manufactured Housing
13.01 1 Echo Farms Property CRF Manufactured Housing
13.02 1 Yogi Grand Haven Property CRF Manufactured Housing
13.03 1 American Campgrounds Property CRF Manufactured Housing
13.04 1 Camp Waubeeka Property CRF Manufactured Housing
13.05 1 Xxxxxx XX Resort Property CRF Manufactured Housing
13.06 1 Megunticook Property CRF Manufactured Housing
13.07 1 Camden Hills Property CRF Manufactured Housing
15 1 Xxxx Xxxx Town Center Loan CRF Mixed Use
19 2 University Village Apts Loan CRF Multifamily
20 1 Residence Inn by Marriott Westlake Loan CRF Hospitality
22 1 Wareham Cranberry Plaza Loan CRF Retail
24 1 Oregon City Shopping Center Loan CRF Retail
25 1 HCP Tranche III Loan CRF Xxxxxx
00 0 Xxxxxx Xxx Xxxxxxxxxxx Loan CRF Retail
30 1 Northtown Village Shopping Center Loan CRF Retail
31 1 DASCO MOB - Bay Medical Loan CRF Office
31.01 1 2851 Highway 77 - MOB I-Healthplex Property CRF Office
31.02 1 000 X. Xxxxxx Xxxxxx-XXX II-Medical Office Building Property CRF Office
33 1 Markets at Xxxx Bridge Loan CRF Retail
37 1 Lakeside Business Center Loan CRF Mixed Use
39 1 Gateway Station Loan CRF Retail
41 1 French Quarters Loan CRF Mixed Use
44 1 Cornerstone Office Building Loan CRF Office
46 1 Bradenton Office Portfolio Loan CRF Office
46.01 1 Brighthouse Networks Property CRF Office
46.02 1 First Priority Bank Property CRF Office
46.03 1 Florida College of Natural Health Property CRF Office
46.04 1 Xxxxxx Realty Property CRF Xxxxxx
00 0 Xxxxxx Xxxxxxx Xxxxxx Loan CRF Office
48 1 14405 Xxxxxxx Road Loan CRF Office
51 1 Parkview I and II Loan CRF Office
54 1 Fairfield Inn Columbus Loan CRF Hospitality
55 1 TBC Facility Loan CRF Industrial
60 1 827-831 Broadway Loan CRF Mixed Use
62 1 3602 35th Avenue Loan CRF Mixed Use
66 1 Xxxx Elsevier Loan CRF Office
69 1 Blue Cross Plano Office Loan CRF Industrial
70 1 Xxx Road Shopping Center Loan CRF Retail
0 Staples Center Hanford; Cypress Plaza Crossed CRF Retail
72 1 Staples Center Hanford Loan CRF Retail
73 1 Cypress Plaza Loan CRF Retail
74 1 Xxxxxx Avenue Loan CRF Office
77 1 Ithaca Retail Loan CRF Retail
79 1 1419 X. Xxxxx Retail Loan CRF Retail
83 2 Carlisle at Delta Park Apartments Loan CRF Multifamily
85 1 Cheyenne Montana Center Loan CRF Retail
86 1 Reywest Commerce Center Loan CRF Industrial
89 1 Verga Office Properties Loan CRF Office
89.01 1 665 Munras Property CRF Office
89.02 1 874 Rio East Court Property CRF Office
89.03 1 288 Pearl Property CRF Office
89.04 1 1000 Munras Property CRF Xxxxxx
00 0 Xxxxx Xxxxxxxx Xxxxxx Loan CRF Industrial
93 1 Friendly Self Storage Loan CRF Self Storage
94 0 Xxxx Xxxxxx Retail Loan CRF Retail
97 1 Nooters Loan CRF Industrial
99 1 First Class Self Storage Loan CRF Self Storage
100 1 Xxxxxx Self Storage Loan CRF Self Storage
101 1 California Spine Institute Loan XXX Xxxxxx
000 0 Xxxxxxxxxx Xxxxxx - XX Loan CRF Retail
105 1 Orchards Market Center Loan CRF Retail
106 1 Fairfield Inn Ocala Loan CRF Hospitality
108 2 The V Apartments Loan CRF Multifamily
110 1 Long Branch Mini Storage Loan CRF Self Storage
112 1 Howell Branch Corners Loan CRF Retail
113 1 Executive Office Xxxx - Xxxxxxxx Loan CRF Office
114 1 Xxxxxxx Self Storage Loan CRF Self Storage
116 1 Anchor Health Ctr Loan CRF Office
117 1 Camp Creek Pointe Loan CRF Retail
118 1 3885 Main St Loan CRF Self Storage
119 2 Quail Lakes Apartments Loan CRF Multifamily
120 1 Hobby Lobby Center Loan CRF Retail
121 1 Capitol Center Loan CRF Office
122 1 Harbor Cove Plaza Loan CRF Office
124 1 Brazos Valley Bank Building Loan CRF Mixed Use
125 1 King Road Industrial Loan CRF Industrial
126 1 XxXxxxxx Self Storage Loan CRF Self Storage
127 1 Metro Storage - Lock & Key Loan CRF Self Storage
128 1 West Xxxxxxx Billiards Retail Loan CRF Retail
131 1 Coles Self Storage Loan CRF Self Storage
132 1 Cobblestone Fiesta Center Loan CRF Retail
134 0 Xxxx Xxxx Xxxxxx Shopping Center Loan CRF Retail
136 1 Town & Country Self Storage Loan CRF Self Storage
137 1 Secured Self Storage of Valley Springs Loan CRF Self Storage
139 1 Magi Self Storage Loan CRF Self Storage
139.01 1 941 Fairmont Property CRF Self Storage
139.02 1 8320 Alabonson Property CRF Self Storage
139.03 1 0000 Xxxxx Xxx Property CRF Self Storage
139.04 1 5811 N Houston Rosslyn Property CRF Self Storage
139.05 1 00000 X. Xxxxx Xx. Property CRF Self Storage
139.06 1 632 Timkin Property CRF Self Storage
140 1 Xxxxxx Village Loan CRF Retail
141 1 Secured Self Storage of Salida Loan CRF Self Storage
142 1 Univest Building Loan CRF Office
143 2 Pioneer Village MHP Loan CRF Manufactured Housing
145 1 American Self Storage Tuscaloosa Loan CRF Self Storage
149 1 Walgreens Loan CRF Retail
151 1 Central Park II Retail Loan CRF Retail
152 1 Shoppes at Camp Creek Loan CRF Retail
153 1 978 Route 45 Loan CRF Office
155 1 Eagles Landing Medical Loan CRF Office
156 1 Xxxxxxx Plaza Loan CRF Retail
158 1 RV Ranch at Grand Junction Loan CRF Manufactured Housing
159 1 Monument RV Resort Loan CRF Mixed Use
000 0 Xxxxxxx Xx Loan CRF Office
161 1 Kinkos Plaza Loan CRF Retail
162 2 Riverside Apartments-Richmond Loan CRF Multifamily
000 0 Xxxx Xxxxx Xxxx Loan CRF Xxxxxx
000 0 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Loan CRF Retail
166 1 Lindale Corners Loan CRF Retail
167 1 Metro Storage - Gateway Loan CRF Self Storage
170 1 Calexico MHP Loan CRF Manufactured Housing
171 1 RitePlace Self Storage - Xxxxxx Loan CRF Self Storage
172 1 Powers Drive Self Storage Loan CRF Self Storage
174 1 A-Mini Storage Loan CRF Self Storage
175 1 Bear Creek Loan CRF Self Storage
176 1 Range Drive Retail Loan CRF Various
176.01 1 0000 Xxxxx Xxxxx Property CRF Retail
176.02 1 0000 Xxxxx Xxxxx Property CRF Industrial
176.03 1 0000 Xxxxx Xxxxx Property CRF Mixed Use
177 1 Hampton Inn - Idaho Falls Loan CRF Hospitality
178 1 St Rose Retail Loan CRF Retail
179 1 Brand Equity Loan CRF Mixed Use
180 0 Xxxxxxxxx Xxxx Xxxxxxx Loan CRF Retail
181 1 Mercy Health Center Loan CRF Office
182 1 Happy Nails Loan CRF Industrial
184 1 Secured Self Storage of Galt Loan CRF Self Storage
185 1 Saratoga Shopping Center Loan CRF Retail
186 1 8440 Eastgate Loan CRF Self Storage
187 1 Xxxxx Dell Center Loan CRF Retail
189 1 1310 PCH Center Loan CRF Mixed Use
190 1 Alabama Storage Loan CRF Self Storage
191 1 3131 Country Club Loan CRF Office
192 1 Bentonville Retail Loan CRF Retail
193 1 Rivers Edge Shopping Center Loan CRF Retail
194 1 Wachovia Plaza Loan CRF Retail
195 1 Rancho Santa Fe Shops Loan CRF Retail
196 1 Secured Self Storage of Manteca Loan CRF Self Storage
197 1 Dalles Mini Storage Loan CRF Self Storage
198 1 Times Square Center Loan CRF Retail
199 0 Xxxxxxx Xxxxxxxxx Xxxxxx Loan CRF Retail
200 1 Hallmark Plaza - TX Loan CRF Retail
201 1 Xxxxxxxx Metals Loan CRF Industrial
202 1 Westminster Storage Loan CRF Self Storage
203 1 Xxxx Xxxxxxx Business Center Loan CRF Industrial
204 1 North Pavilion Shopping Center Loan CRF Retail
205 1 Xxxxxx Farms Plaza Loan CRF Retail
206 1 0000 Xxxxx Xxxx Loan CRF Retail
207 1 Xxxxxxx Retail Center Loan CRF Retail
208 1 West Orange Market Place Loan CRF Retail
209 1 Woodland Capital Loan CRF Mixed Use
210 1 Security Storage - NW 50th Loan CRF Self Storage
211 1 Encino Commons Loan CRF Retail
212 1 Windsor Center Loan CRF Retail
213 1 9 Xxxxxx Drive Loan CRF Mixed Use
214 1 Xxx Xxxx Center Loan CRF Retail
216 2 Northside Apartments Loan CRF Multifamily
217 1 Xxxxxxxx Pointe Centre Loan CRF Retail
219 0 Xxxxxxx Xxxxxx Shopping Center Loan CRF Retail
220 1 Walgreens-Brownsville Loan CRF Retail
221 1 Covenant Health Offices Loan CRF Office
222 1 5925 University Loan CRF Retail
223 1 Green Valley SS - Windmill Loan CRF Self Storage
224 1 Arcadia Industrial Park Loan CRF Industrial
225 1 Madisonian Office Loan CRF Mixed Use
226 1 Cape Self Storage Loan CRF Self Storage
227 1 Los Osos Center Loan CRF Retail
228 1 Advance Auto Loan CRF Retail
229 1 Aton Self Storage Loan CRF Self Storage
230 1 1200 Anaheim Loan CRF Mixed Use
231 1 Shops @ Walnut Creek Colorado Loan CRF Retail
234 1 Las Colinas RV Resort Loan CRF Manufactured Housing
235 1 0000 Xxxxxxxxxx Xxxxxx Retail Loan CRF Retail
236 1 Pomona Shopping Center Loan CRF Retail
237 1 Silver Plaza Loan CRF Retail
239 1 Green Valley SS - Marine Loan CRF Self Storage
240 1 Fresenius Medical Loan CRF Xxxxxx
000 0 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Loan CRF Retail
243 1 Colonial Office Park Orlando Loan CRF Mixed Use
244 1 Thrift Industrial Loan CRF Industrial
245 1 6975 Flanders Loan CRF Industrial
LOAN # STREET ADDRESS CITY COUNTY
-----------------------------------------------------------------------------------------------------------------------------
4 000-000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Ventura
5 1453 3rd Street Promenade Santa Xxxxxx Los Angeles
6 Various Various Various
6.01 5-49, 105-125, 149-159, 0000 Xxxxxxx Xxxxx Xxxxxx Xx. Louis
6.02 2665, 2675, 0000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxx Xxxxxx Xx. Xxxxx Xxxxx Xxxxx
6.03 124-150 Xxxxxx Xxxxxxxx Industrial Court Xxxxxx St. Louis
6.04 10401, 10403, 10405, 00000 Xxxx Xxxxxxxxx Xxxxxxxx St. Louis
6.05 1842 - 0000 Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxxx St. Louis
6.06 200, 202, 228 - 000 Xxxxxx Xxxxxxxxx Xx. Xxxxxx Xxxxx Xxxxxxx
9 9777 Wilshire Boulevard Xxxxxxx Hills Los Angeles
10 0000 Xxxxx Xxxxxx Xxxxxx Tallahassee Xxxx
11 0000 Xxxxxxx Xxxxxxxxx Baton Rouge East Baton Rouge
13 Various Various Various
13.01 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxx May
13.02 00000 XX Xxxxxxx 00 Xxxxx Xxxxx Xxxxxx
13.03 000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
13.04 000 Xxxx Xxxx Xxxxxx Xxxxxxxx
13.05 00 Xxxxxxxx Xxxxxx Xxxx Xxxx
13.06 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx
13.07 00 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx
15 0000 Xxxxx Xxxxx Xxxxxxx Xxxx Xxx Xxxxxx Polk
19 000 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx
20 00000 Xxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxx Xxxxxxx
00 0000-0000 Cranberry Highway Wareham Plymouth
24 0000-0000 XxXxxxxxxx Xxxxxxxxx Xxxxxx City Clackamas
25 9301 North Central Expressway Dallas Dallas
28 0000-0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
30 30 Xxxx Rapids Boulevard Northwest Xxxx Rapids Anoka
31 Various Panama City Bay
31.01 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxx Xxx
31.02 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxx Xxx
33 0000 Xxxx Xxxxxx Xxxxxxx Athens Oconee
37 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxx Miami-Dade
39 12858 - 12868 and 12900-12920 South Freeway and 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Tarrant
41 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx
44 1530 - 0000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxx Beach Volusia
46 Various Bradenton Manatee
46.01 0000 Xxxxx Xxxx 00 Xxxx Xxxxxxxxx Manatee
46.02 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx Manatee
46.03 000 00xx Xxxxxx Xxxxxx Xxxxxxxxx Manatee
46.04 0000 Xxxxx Xxxx 00 Xxxx Xxxxxxxxx Manatee
47 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx
48 00000 Xxxxxxx Xxxx Xxxxxxx Xxxxxx
51 330 Xxxxxx Cypress and 000 Xxxxxxx Xxx Xxxxxxx Xxxxxx
54 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxxx
55 0000 Xxxx Xxxxxx Xxxxx Xxxxxxx Shelby
60 000-000 Xxxxxxxx Xxx Xxxx Xxx Xxxx
62 0000 00xx Xxxxxx Xxxxxxx Xxxxxx
66 0000-0000 Xxxxxxxxxx Xxxx Miamisburg Xxxxxxxxxx
00 000 Xxxxxx Xxxx Xxxxx Xxxxxx
00 930 Xxx Road Winter Park Orange
Various Various Various
72 000 Xxxxx 00xx Xxxxxx Xxxxxxx Xxxxx
00 000-000 Reservation Road Marina Monterey
74 1190 & 0000 Xxxxx Xxxxxx Xxxxxx Xxx Xxxx Xxxxx Xxxxx
77 000 Xxxxxx Xxxx Xxxxxx Xxxxxxxx
79 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxx
83 000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxx
85 6502-6558 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Xx Xxxx
00 0000 and 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxx Pima
89 Various Various Various
89.01 000 Xxxxxx Xxxxxx Monterey Monterey
89.02 000 Xxxx Xxx Xxxxx Xxxxxxxxxxxxxxx Albemarle
89.03 000 Xxxxx Xxxxxx Monterey Monterey
89.04 0000 Xxxxxx Xxxxxx Monterey Monterey
91 000 Xxxxx 00xx Xxxxxx Boise Ada
93 000 Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
94 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx Santa Xxxxx
97 1500 South 2nd Street Saint Louis Saint Louis
99 6301 Southeast Federal Highway Xxxxxx Xxxxxx
100 0000 Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxx
101 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Ventura
104 100 Wolf Nursery Road Stephenville Erath
105 00000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx
106 0000 Xxxxxxxxx 00xx Xxxxx Ocala Xxxxxx
108 000 00xx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxxxx Xxxxxxxxxx
110 0000 Xxxx Xxxxxxx Xxxxxx Killeen Xxxx
112 2525 & 0000 Xxxxxx Xxxxxx Xxxx Casselberry Seminole
113 0000 Xxxx Xxxxxxx Xxxxx Xxxx Xxxx Xxxxxxxxxx Broward
114 000 Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx
116 0000 Xxxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxx
117 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx
118 0000 Xxxx Xxxxxx Xxxxx Xxxxx San Diego
119 5335 Country Club Road Winston-Salem Forsyth
120 0000 Xxxx Xxxxx Xxxxxxx Xxxxxxx
121 388 State Street Xxxxx Xxxxxx
122 28924-29000 Western Avenue Rancho Palos Verdes Los Angeles
124 0000 Xxxxx Xxxxxxx 0 Xxxxx Xxxxxxx Xxxxxxx Brazos
125 00000 Xxxx Xxxx Xxxxxx Xxxxxx
126 0000 XxXxxxxx Xxxxxxx Xxxxxx Xxxxx
127 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx
128 0000-0000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx
131 315 Coles Street Jersey City Xxxxxx
132 21476 North Xxxx Xxxxx Parkway Maricopa Pinal
134 4021 Belt Line Road Addison Dallas
136 00000 Xxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx
137 000 Xxxxxxx 00 Xxxxxx Xxxxxxx Calaveras
139 Various Various Xxxxxx
139.01 000 Xxxxxxxx Xxxxxxx Pasadena Xxxxxx
139.02 8330 Alabonson Houston Xxxxxx
139.03 0000 Xxxxx Xxxxxx Xxxx Xxxx Xxxxxx
139.04 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx
139.05 00000 Xxxx Xxxxx Xxxx Xxxxxxx Xxxxxx
139.06 000 Xxxxxx Xxxx Tomball Xxxxxx
140 000 Xxxx XX 000 Xxxxxx Xxxxxx
141 0000 Xxxxxxx Xxxx Salida Stanislaus
142 2770 Indian River Boulevard Vero Beach Indian River
143 0000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxx
145 0000 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx
149 000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx
151 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx
152 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx
153 000 Xxxxx 00 Xxxxxx Xxxxxxxx
155 000-000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxx
156 000 Xxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx
158 0000 X X-00 Xxxxxxxx Xxxx Xxxxxxx Xxxx
159 000 Xxxxxxx 000 Xxxxxx Xxxx
160 000 Xxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx
161 000 Xxxxxxxxx Xxxxxxxxx Xxx Xxxxxxx King
162 2112 & 0000-0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxx
163 19630-19644 Club House Road Xxxxxxxxxx Village Xxxxxxxxxx
164 0000 Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxx
166 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxx
167 0000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx Pinellas
170 000 Xxxxxxxx Xxxxx Calexico Imperial
171 3221 East Memorial Oklahoma City Oklahoma
172 2650 North Powers Drive Orlando Orange
174 0000 Xxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxx
175 701 East Mid Cities Boulevard Euless Tarrant
176 Various Mesquite Dallas
176.01 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx
176.02 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx
176.03 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx
177 0000 Xxxxxxxx Xxx Xxxxx Xxxxx Xxxxxxxxxx
178 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxx
179 000-000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Xxx Xxxxxxx
180 0-00 Xxxxxxxxxx Xxxx Wheeling Xxxx
181 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx
182 00000 Xxxxxxx Xxxxxx Tustin Orange
184 535 Industrial Drive Galt Sacramento
185 0000 Xxxxxxxx Xxxxxxxxx Corpus Christi Nueces
000 0000-0000 Eastgate Court San Diego San Diego
187 6300, 6302, 6304, and 0000 Xxxxxxxxx Xxxxxxx 00 Xxxxxxxxx Xxxxx
189 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx
190 1588 Xxxxxx Road Fultondale Jefferson
191 0000 Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx Pima
192 0000 Xxxxxxxxx X Xxxxxx Xxxxxxxxxxx Xxxxxx
193 000 Xxxxxxx Xxxx Xxxxx Rocky Mount Xxxx
194 0000 Xxx Xxxx Xxxxx Xxxxxx Grapevine Tarrant
195 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxx Xxxxx Xxxxx
196 1540 West Yosemite Avenue Manteca San Xxxxxxx
197 000 Xxxxxxxxx Xxxxxx The Dalles Wasco
198 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxx Ventura
199 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx San Francisco
200 4304 and 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx
201 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx
202 000 Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx
203 4401 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Xx Xxxx
000 0000 0xx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx Pinellas
205 0000 Xxxxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxx Erie
206 0000 Xxxxx Xxxx Xxx Xxxxxxx Los Angeles
207 0000-0000 Xxxx Xxxxxxx 000 Xxxxxxxxx Tarrant
208 3121 Xxxxx Xxxxx Drive West Orange Orange
209 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx
210 0000 Xxxxxxxxx 00xx Xxxxxx Bethany Oklahoma
211 00000 Xxxxxx Xxxxxxx Xxxxxxxxx Xxx Xxxxxxx Bexar
212 0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
213 9 Xxxxxx Drive Nantucket Nantucket
214 1920 Xxx Xxxx Road Round Rock Xxxxxxxxxx
216 4214, 4218, 4300, 0000 Xxxxxxxxxxxx Xxxxxx and 1000, 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx
217 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx
000 0000 Xxxxxxxxxx Xxxx Cumming Forsyth
220 2105 East Xxxxx Xxxxxx Brownsville Cameron
221 0000 00xx Xxxxxx Xxxxxxx Xxxxxxx
222 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx Black Hawk
223 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx
224 136 & 000 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx Los Angeles
225 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx King
226 00 Xxxxxx Xxxx Xxxx Xxx Xxxxx Xxxxx Xxxx May
227 1230 Los Osos Valley Road Los Osos San Xxxx Obispo
228 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx
229 000 Xxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxxxxxx
230 0000 Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxx Xxx Xxxxxxx
231 10445 Town Center Drive Westminster Jefferson
234 0000 Xxxxxxx Xxx Xxxx Xxxx Grande Pinal
235 1072-1088 Chalkstone Avenue Providence Providence
236 0000-0000 Xxxx Xxxx Xxxxxx Xxxxxx Xxx Xxxxxxx
237 0000 Xxxx Xxxxxxx 000 Xxxx Xxxxxx Xxxx Grant
239 00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx
240 0000 Xxxxxxxx Xxxx Galax Galax City
241 000 Xxxxxxxxxx Xxxxx Xxx Xxxxxx Xxxx
243 00000 Xxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx
244 9530 Bethel Court Boise Ada
245 0000 Xxxxxxxx Xxxxx Xxx Xxxxx San Diego
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER
LOAN # STATE ZIP CODE BALANCE ($) BALANCE ($) SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE
------------------------------------------------------------------------------------------------------------------------------------
4 XX 00000 60,000,000 60,000,000 369,196.21 4,430,354.52 6.2440 0.010 0.010
5 XX 00000 55,100,000 55,100,000 339,045.19 4,068,542.28 6.2440 0.010 0.010
6 MO Various 52,450,000 52,450,000 319,254.95 3,831,059.40 6.3380 0.010 0.010
6.01 MO 63026 17,450,000 17,450,000
6.02 MO 63103 13,500,000 13,500,000
6.03 MO 63026 8,800,000 8,800,000
6.04 MO 63132 5,750,000 5,750,000
6.05 MO 63146 3,750,000 3,750,000
6.06 MO 63376 3,200,000 3,200,000
9 XX 00000 47,000,000 47,000,000 289,203.70 3,470,444.40 6.2440 0.010 0.010
00 XX 00000 46,175,000 46,175,000 231,749.76 2,780,997.12 5.9240 0.010 0.010
11 LA 70806 41,500,000 41,500,000 240,340.46 2,884,085.52 5.6800 0.010 0.010
13 Various Various 37,938,682 38,000,000 241,436.75 2,897,241.00 6.5500 0.010 0.010
13.01 XX 0000 8,651,018 8,665,000
13.02 XX 00000 8,186,768 8,200,000
13.03 XX 00000 7,587,736 7,600,000
13.04 XX 00000 6,749,092 6,760,000
13.05 ME 3909 3,070,038 3,075,000
13.06 ME 4631 2,495,966 2,500,000
13.07 ME 4631 1,198,064 1,200,000
15 IA 50061 34,300,000 34,300,000 203,665.35 2,443,984.20 5.9100 0.010 0.010
19 AL 35401 27,100,000 27,100,000 158,665.09 1,903,981.08 5.7800 0.010 0.010
00 XX 00000 26,500,000 26,500,000 155,152.21 1,861,826.52 5.7800 0.010 0.010
22 MA 2571 24,400,000 24,400,000 126,803.41 1,521,640.92 6.1340 0.010 0.010
24 OR 97045 23,300,000 23,300,000 143,462.11 1,721,545.32 6.2500 0.010 0.010
25 XX 00000 22,500,000 22,500,000 144,442.10 1,733,305.20 6.6500 0.010 0.010
28 CO 80123 21,100,000 21,100,000 123,361.84 1,480,342.08 5.7670 0.010 0.010
30 XX 00000 18,970,000 18,970,000 116,860.29 1,402,323.48 6.2548 0.010 0.010
31 FL Various 18,900,000 18,900,000 104,401.50 1,252,818.00 6.5200 0.010 0.010
31.01 XX 00000 9,642,857 9,642,857
31.02 XX 00000 9,257,143 9,257,143
00 XX 00000 18,462,879 18,500,000 105,971.41 1,271,656.92 5.5800 0.010 0.010
37 FL 33155 14,850,000 14,850,000 89,702.67 1,076,432.04 6.0700 0.010 0.010
39 XX 00000 14,100,000 14,100,000 79,022.20 948,266.40 5.6000 0.010 0.010
00 XX 00000 13,100,000 13,100,000 80,684.52 968,214.24 6.2530 0.010 0.010
00 XX 00000 12,250,000 12,250,000 67,073.95 804,887.40 5.6600 0.010 0.010
46 FL Various 12,000,000 12,000,000 73,886.06 886,632.72 6.2500 0.010 0.010
46.01 XX 00000 4,544,379 4,544,379
46.02 XX 00000 3,834,324 3,834,324
46.03 XX 00000 2,556,216 2,556,216
46.04 XX 00000 1,065,081 1,065,081
47 XX 00000 11,960,000 11,960,000 63,228.53 758,742.36 6.2400 0.010 0.010
48 XX 00000 11,281,310 11,300,000 66,262.89 795,154.68 6.2400 0.010 0.010
51 XX 00000 10,500,000 10,500,000 69,153.01 829,836.12 6.9000 0.010 0.010
54 OH 43202 10,473,106 10,500,000 64,104.98 769,259.76 6.1700 0.010 0.010
55 TN 38141 10,400,000 10,400,000 56,743.56 680,922.72 6.4400 0.010 0.010
60 XX 00000 10,000,000 10,000,000 60,858.09 730,297.08 6.1400 0.010 0.010
62 XX 00000 9,800,000 9,800,000 66,704.69 800,456.28 6.8900 0.010 0.010
66 XX 00000 9,425,000 9,425,000 45,674.60 548,095.20 5.7200 0.010 0.010
69 XX 00000 9,000,000 9,000,000 55,309.23 663,710.76 6.2320 0.010 0.010
00 XX 00000 8,600,000 8,600,000 44,445.28 533,343.36 6.1000 0.010 0.010
CA Various 8,380,000 8,380,000 51,932.35 623,188.20 6.3114 0.010 0.010
00 XX 00000 4,280,000 4,280,000 26,514.36 318,172.32 6.3080 0.010 0.010
00 XX 00000 4,100,000 4,100,000 25,417.99 305,015.88 6.3150 0.010 0.010
00 XX 00000 8,350,000 8,350,000 52,361.03 628,332.36 6.4240 0.010 0.010
77 XX 00000 8,090,911 8,094,579 48,626.06 583,512.72 6.4500 0.010 0.010
79 IL 60610 8,000,000 8,000,000 51,357.19 616,286.28 6.6500 0.010 0.010
00 XX 00000 7,850,000 7,850,000 43,345.69 520,148.28 5.7300 0.010 0.010
85 CO 80906 7,600,000 7,600,000 46,498.34 557,980.08 6.1900 0.010 0.010
86 AZ 85706 7,600,000 7,600,000 46,596.97 559,163.64 6.2100 0.010 0.010
89 Various Various 7,560,000 7,560,000 45,813.21 549,758.52 6.1000 0.010 0.010
89.01 XX 00000 3,739,097 3,739,097
89.02 XX 00000 1,618,438 1,618,438
89.03 XX 00000 1,203,382 1,203,382
89.04 XX 00000 999,083 999,083
00 XX 00000 7,455,000 7,455,000 46,095.84 553,150.08 6.2900 0.010 0.010
93 XX 00000 7,224,857 7,230,000 45,984.18 551,810.16 6.5600 0.010 0.010
00 XX 00000 7,000,000 7,000,000 43,602.24 523,226.88 6.3600 0.010 0.010
00 XX 00000 6,650,000 6,650,000 32,001.28 384,015.36 5.6800 0.010 0.010
00 XX 00000 6,500,000 6,500,000 40,487.80 485,853.60 6.3600 0.010 0.010
000 XX 0000 6,400,000 6,400,000 39,906.75 478,881.00 6.3700 0.010 0.010
000 XX 00000 6,400,000 6,400,000 40,874.16 490,489.92 6.6000 0.010 0.010
000 XX 00000 6,300,000 6,300,000 38,913.19 466,958.28 6.2800 0.010 0.010
105 XX 00000 6,300,000 6,300,000 39,089.79 469,077.48 6.3230 0.010 0.010
000 XX 00000 6,283,863 6,300,000 38,462.99 461,555.88 6.1700 0.010 0.010
000 XX 00000 6,114,475 6,135,000 33,632.26 403,587.12 5.6700 0.010 0.010
000 XX 00000 5,920,000 5,920,000 36,450.46 437,405.52 6.2500 0.010 0.010
000 XX 00000 5,743,321 5,750,000 33,678.81 404,145.72 6.2300 0.010
000 XX 00000 5,650,000 5,650,000 36,927.91 443,134.92 6.3200 0.010 0.010
000 XX 0000 5,550,000 5,550,000 34,897.48 418,769.76 6.4500 0.010 0.010
000 XX 00000 5,447,424 5,450,000 32,329.55 387,954.60 6.3400 0.010 0.010
000 XX 00000 5,080,000 5,080,000 31,014.60 372,175.20 6.1700 0.010 0.010
000 XX 00000 5,000,000 5,000,000 30,267.45 363,209.40 6.0900 0.010 0.010
000 XX 00000 5,000,000 5,000,000 24,569.44 294,833.28 5.8000 0.010 0.010
000 XX 00000 5,000,000 5,000,000 31,013.85 372,166.20 6.3200 0.010 0.010
000 XX 00000 5,000,000 5,000,000 31,866.92 382,403.04 6.5800 0.010 0.010
000 XX 00000 4,987,945 5,000,000 31,340.80 376,089.60 6.4200 0.010 0.010
000 XX 00000 4,920,000 4,920,000 29,339.91 352,078.92 5.9500 0.010 0.010
000 XX 00000 4,920,000 4,920,000 30,903.86 370,846.32 6.4400 0.010 0.010
000 XX 00000 4,880,000 4,880,000 30,428.89 365,146.68 6.3700 0.010 0.010
000 XX 00000 4,700,000 4,700,000 24,847.33 298,167.96 6.2400 0.010 0.010
000 XX 00000 4,691,910 4,700,000 28,999.87 347,998.44 6.2700 0.010 0.010
000 XX 0000 4,500,000 4,500,000 28,059.43 336,713.16 6.3700 0.010 0.010
000 XX 00000 4,500,000 4,500,000 28,236.22 338,834.64 6.4300 0.010 0.010
000 XX 00000 4,360,000 4,360,000 27,163.67 325,964.04 6.3620 0.010 0.010
000 XX 00000 4,289,274 4,300,000 26,559.80 318,717.60 6.2800 0.010 0.010
000 XX 00000 4,225,000 4,225,000 25,849.40 310,192.80 6.1900 0.010 0.010
139 TX Various 4,200,000 4,200,000 26,298.75 315,585.00 6.4100 0.010 0.010
139.01 XX 00000 954,545 954,545
139.02 XX 00000 947,727 947,727
139.03 XX 00000 661,364 661,364
139.04 XX 00000 620,455 620,455
139.05 XX 00000 572,727 572,727
139.06 XX 00000 443,182 443,182
000 XX 00000 4,100,000 4,100,000 24,898.78 298,785.36 6.1200 0.010 0.010
000 XX 00000 4,100,000 4,100,000 25,084.63 301,015.56 6.1900 0.010 0.010
000 XX 00000 4,100,000 4,100,000 25,914.79 310,977.48 6.5000 0.010 0.010
143 CO 80221 4,000,000 4,000,000 23,904.93 286,859.16 5.9700 0.010 0.010
000 XX 00000 3,989,828 4,000,000 24,498.76 293,985.12 6.2000 0.010 0.010
000 XX 00000 3,910,000 3,910,000 22,260.93 267,131.16 6.7200 0.010 0.010
000 XX 00000 3,850,000 3,850,000 23,680.08 284,160.96 6.2400 0.010 0.010
000 XX 00000 3,840,000 3,840,000 23,493.90 281,926.80 6.1900 0.010 0.010
000 XX 00000 3,800,000 3,800,000 25,397.29 304,767.48 6.3900 0.010 0.010
000 XX 00000 3,700,000 3,700,000 23,192.20 278,306.40 6.4200 0.010 0.010
000 XX 00000 3,600,000 3,600,000 18,696.50 224,358.00 6.1300 0.010 0.010
158 CO 81520 3,500,000 3,500,000 20,827.01 249,924.12 5.9300 0.010 0.010
159 CO 81521 3,500,000 3,500,000 20,849.45 250,193.40 5.9400 0.010 0.010
000 XX 00000 3,500,000 3,500,000 21,527.34 258,328.08 6.2400 0.010 0.010
161 XX 00000 3,480,022 3,500,000 20,402.82 244,833.84 5.7400 0.010 0.010
000 XX 00000 3,420,000 3,420,000 21,616.73 259,400.76 6.5000 0.010 0.010
000 XX 00000 3,300,000 3,300,000 20,771.51 249,258.12 6.4600 0.010 0.010
000 XX 00000 3,263,828 3,270,000 19,790.07 237,480.84 6.3700 0.010 0.010
000 XX 00000 3,100,000 3,100,000 19,167.95 230,015.40 6.2900 0.010 0.010
000 XX 00000 3,100,000 3,100,000 16,283.61 195,403.32 6.2000 0.010 0.010
000 XX 00000 3,000,000 3,000,000 17,583.49 211,001.88 5.7900 0.010 0.010
171 XX 00000 3,000,000 3,000,000 18,706.29 224,475.48 6.3700 0.010 0.010
000 XX 00000 3,000,000 3,000,000 17,717.38 212,608.56 5.8600 0.010 0.010
000 XX 00000 2,994,895 3,000,000 18,608.31 223,299.72 6.3200 0.010 0.010
000 XX 00000 2,991,886 3,000,000 17,870.95 214,451.40 5.9400 0.010 0.010
000 XX 00000 2,958,680 2,965,000 19,547.33 234,567.96 6.9100 0.010 0.010
176.01 XX 00000 1,183,472 1,186,000
176.02 XX 00000 1,020,907 1,023,088
176.03 XX 00000 754,301 755,912
000 XX 00000 2,954,777 3,000,000 19,586.59 235,039.08 6.1400 0.010 0.010
178 XX 00000 2,900,000 2,900,000 17,931.31 215,175.72 6.2900 0.010 0.010
000 XX 00000 2,840,000 2,840,000 17,394.12 208,729.44 6.2000 0.010 0.010
000 XX 00000 2,800,000 2,800,000 17,459.20 209,510.40 6.3700 0.010 0.010
181 XX 00000 2,800,000 2,800,000 17,167.30 206,007.60 6.2100 0.010 0.010
000 XX 00000 2,793,687 2,800,000 18,049.21 216,590.52 6.6900 0.010 0.010
000 XX 00000 2,700,000 2,700,000 16,906.34 202,876.08 6.4100 0.010 0.010
000 XX 00000 2,543,792 2,550,000 15,917.02 191,004.24 6.3800 0.010 0.010
000 XX 00000 2,500,000 2,500,000 15,133.73 181,604.76 6.0900 0.010 0.010
187 XX 00000 2,494,448 2,500,000 16,214.95 194,579.40 6.7500 0.010 0.010
000 XX 00000 2,447,220 2,450,000 14,483.37 173,800.44 6.3100 0.010 0.010
000 XX 00000 2,428,242 2,430,000 15,359.25 184,311.00 6.5000 0.010
000 XX 00000 2,400,000 2,400,000 14,683.69 176,204.28 6.1900 0.010 0.010
000 XX 00000 2,400,000 2,400,000 15,902.84 190,834.08 6.9600 0.010 0.010
000 XX 00000 2,389,413 2,400,000 14,559.38 174,712.56 6.1100 0.010 0.010
000 XX 00000 2,296,041 2,300,000 14,191.43 170,297.16 6.2700 0.010 0.010
195 XX 00000 2,287,170 2,300,000 13,553.96 162,647.52 5.8400 0.010 0.010
000 XX 00000 2,200,000 2,200,000 13,460.04 161,520.48 6.1900 0.010 0.010
000 XX 00000 2,154,677 2,160,000 13,412.08 160,944.96 6.3300 0.010 0.010
000 XX 00000 2,148,152 2,150,000 12,697.46 152,369.52 5.8600 0.010 0.010
000 XX 00000 2,141,883 2,150,000 14,302.74 171,632.88 6.3400 0.010 0.010
000 XX 00000 2,120,972 2,125,000 12,522.68 150,272.16 5.8400 0.010 0.010
000 XX 00000 2,100,000 2,100,000 13,914.98 166,979.76 6.9600 0.010 0.010
000 XX 00000 2,050,000 2,050,000 10,768.19 129,218.28 6.2000 0.010 0.010
203 CO 80907 2,050,000 2,050,000 12,224.96 146,699.52 5.9500 0.010 0.010
000 XX 00000 2,026,709 2,030,000 12,871.06 154,452.72 6.5300 0.010 0.010
000 XX 00000 2,021,709 2,025,000 12,826.02 153,912.24 6.5200 0.010 0.010
000 XX 00000 1,994,530 2,000,000 11,852.49 142,229.88 5.8920 0.010 0.010
000 XX 00000 1,976,923 1,980,000 12,789.64 153,475.68 6.7100 0.010 0.010
000 XX 00000 1,970,000 1,970,000 12,180.93 146,171.16 6.2900 0.010 0.010
000 XX 00000 1,930,000 1,930,000 11,330.48 135,965.76 5.8050 0.010 0.010
210 XX 00000 1,891,541 1,900,000 11,477.11 137,725.32 6.0700 0.010 0.010
000 XX 00000 1,873,539 1,875,000 11,520.32 138,243.84 6.2300 0.010 0.010
000 XX 00000 1,820,792 1,825,000 11,655.52 139,866.24 6.6000 0.010 0.010
213 MA 2554 1,800,000 1,800,000 11,555.37 138,664.44 6.6500 0.010 0.010
000 XX 00000 1,800,000 1,800,000 11,353.56 136,242.72 6.4800 0.010 0.010
000 XX 00000 1,710,000 1,710,000 10,662.58 127,950.96 6.3700 0.010 0.010
000 XX 00000 1,702,818 1,710,000 10,606.74 127,280.88 6.3200 0.010 0.010
000 XX 00000 1,610,000 1,610,000 10,271.78 123,261.36 6.5900 0.010 0.010
000 XX 00000 1,580,000 1,580,000 9,779.77 117,357.24 6.3000 0.010 0.010
000 XX 00000 1,543,969 1,545,000 10,051.67 120,620.04 6.7800 0.010 0.010
000 XX 00000 1,497,658 1,500,000 9,669.22 116,030.64 6.6900 0.010 0.010
223 XX 00000 1,398,958 1,400,000 8,757.08 105,084.96 6.4000 0.010 0.010
000 XX 00000 1,397,751 1,400,000 8,913.50 106,962.00 6.5700 0.010 0.010
225 XX 00000 1,309,064 1,315,000 7,892.55 94,710.60 6.0100 0.010 0.010
000 XX 0000 1,249,221 1,250,000 8,324.68 99,896.16 7.0100 0.010 0.010
000 XX 00000 1,200,000 1,200,000 7,569.04 90,828.48 6.4800 0.010 0.010
000 XX 00000 1,197,021 1,200,000 7,427.67 89,132.04 6.3000 0.010 0.010
229 IN 47201 1,195,544 1,200,000 8,050.08 96,600.96 6.4300 0.010 0.010
000 XX 00000 1,177,206 1,179,000 7,686.20 92,234.40 6.8000 0.010 0.010
231 CO 80021 1,125,000 1,125,000 7,207.22 86,486.64 6.6300 0.010 0.010
000 XX 00000 1,000,000 1,000,000 5,931.37 71,176.44 5.9000 0.010 0.010
235 RI 2903 998,670 1,000,000 6,889.72 82,676.64 7.3500 0.010 0.010
000 XX 00000 987,711 990,000 6,316.18 75,794.16 6.5900 0.010 0.010
000 XX 00000 906,023 910,000 5,543.98 66,527.76 6.1500 0.010 0.010
239 XX 00000 849,368 850,000 5,316.80 63,801.60 6.4000 0.010 0.010
000 XX 00000 829,918 832,000 5,612.53 67,350.36 6.4900 0.010 0.010
000 XX 00000 798,854 800,000 5,349.31 64,191.72 7.0500 0.010 0.010
000 XX 00000 779,490 780,000 5,111.02 61,332.24 6.8500 0.010 0.010
000 XX 00000 759,529 760,000 5,071.62 60,859.44 7.0300 0.010 0.010
000 XX 00000 748,934 750,000 5,030.13 60,361.56 7.0800 0.010 0.010
NET MONTHLY
TRUSTEE AND SUB SERVICIN ADMIN. MORTGAGE PAYMENT MATURITY/ AMORT
LOAN # PAYING AGENT FEE FEE RATE FEE % RATE % ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT
----------------------------------------------------------------------------------------------------------------------------------
4 0.00089 0.02089 6.22311 Actual/360 120 8 120 11/8/2017 360 360
5 0.00089 0.02089 6.22311 Actual/360 120 8 120 11/8/2017 360 360
6 0.00089 0.02089 6.31711 Actual/360 120 8 117 8/8/2017 384 384
6.01
6.02
6.03
6.04
6.05
6.06
9 0.00089 0.02089 6.22311 Actual/360 120 8 120 11/8/2017 360 360
10 0.00089 0.02089 5.90311 Actual/360 120 8 116 7/8/2017 0 0
11 0.00089 0.02089 5.65911 Actual/360 120 8 113 4/8/2017 360 360
13 0.00089 0.02089 6.52911 Actual/360 60 8 58 9/8/2012 360 358
13.01
13.02
13.03
13.04
13.05
13.06
13.07
15 0.00089 0.02089 5.88911 Actual/360 120 8 109 12/8/2016 360 360
19 0.00089 0.02089 5.75911 Actual/360 120 8 120 11/8/2017 360 360
20 0.00089 0.02089 5.75911 Actual/360 120 8 118 9/8/2017 360 360
22 0.00089 0.02089 6.11311 Actual/360 120 8 117 8/8/2017 0 0
24 0.00089 0.02089 6.22911 Actual/360 120 8 117 8/8/2017 360 360
25 0.00089 0.02089 6.62911 Actual/360 120 8 119 10/8/2017 360 360
28 0.00089 0.02089 5.74611 Actual/360 120 8 111 2/8/2017 360 360
30 0.00089 0.02089 6.23387 Actual/360 120 8 117 8/8/2017 360 360
31 0.00089 0.02089 6.49911 Actual/360 120 8 117 8/8/2017 0 0
31.01
31.02
33 0.00089 0.02089 5.55911 Actual/360 120 8 118 9/8/2017 360 358
37 0.00089 0.02089 6.04911 Actual/360 120 8 117 8/8/2017 360 360
39 0.00089 0.02089 5.57911 Actual/360 120 8 118 9/8/2017 384 384
41 0.00089 0.02089 6.23211 Actual/360 120 8 117 8/8/2017 360 360
44 0.00089 0.02089 5.63911 Actual/360 120 8 117 8/8/2017 420 420
46 0.00089 0.02089 6.22911 Actual/360 120 8 118 9/8/2017 360 360
46.01
46.02
46.03
46.04
47 0.00089 0.02089 6.21911 Actual/360 60 8 57 8/8/2012 0 0
48 0.00089 0.02089 6.21911 Actual/360 120 8 117 8/8/2017 420 417
51 0.00089 0.02089 6.87911 Actual/360 120 8 118 9/8/2017 360 360
54 0.00089 0.02089 6.14911 Actual/360 120 8 117 8/8/2017 360 357
55 0.00089 0.02089 6.41911 Actual/360 60 8 57 8/8/2012 0 0
60 0.00089 0.02089 6.11911 Actual/360 120 8 119 10/8/2017 360 360
62 0.00089 0.02089 6.86911 Actual/360 360 8 356 7/8/2037 324 324
66 0.00089 0.02089 5.69911 Actual/360 84 8 82 9/8/2014 0 0
69 0.00089 0.02089 6.21111 Actual/360 120 8 117 8/8/2017 360 360
70 0.00089 0.02089 6.07911 Actual/360 120 8 116 7/8/2017 0 0
0.00089 0.02089 6.29053 Actual/360 120 8 118 9/8/2017 360 360
72 0.00089 0.02089 6.28711 Actual/360 120 8 118 9/8/2017 360 360
73 0.00089 0.02089 6.29411 Actual/360 120 8 118 9/8/2017 360 360
74 0.00089 0.02089 6.40311 Actual/360 60 8 58 9/8/2012 360 360
77 0.00089 0.02089 6.42911 Actual/360 120 8 118 9/8/2017 420 418
79 0.00089 0.02089 6.62911 Actual/360 120 8 117 8/8/2017 360 360
83 0.00089 0.02089 5.70911 Actual/360 120 8 117 8/8/2017 420 420
85 0.00089 0.02089 6.16911 Actual/360 120 8 118 9/8/2017 360 360
86 0.00089 0.02089 6.18911 Actual/360 120 8 116 7/8/2017 360 360
89 0.00089 0.02089 6.07911 Actual/360 120 8 119 10/8/2017 360 360
89.01
89.02
89.03
89.04
91 0.00089 0.02089 6.26911 Actual/360 120 8 119 10/8/2017 360 360
93 0.00089 0.02089 6.53911 Actual/360 120 8 119 10/8/2017 360 359
94 0.00089 0.02089 6.33911 Actual/360 120 8 117 8/8/2017 360 360
97 0.00089 0.02089 5.65911 Actual/360 120 8 118 9/8/2017 0 0
99 0.00089 0.02089 6.33911 Actual/360 120 8 118 9/8/2017 360 360
100 0.00089 0.02089 6.34911 Actual/360 120 8 118 9/8/2017 360 360
101 0.00089 0.02089 6.57911 Actual/360 120 8 120 11/8/2017 360 360
104 0.00089 0.02089 6.25911 Actual/360 120 8 117 8/8/2017 360 360
105 0.00089 0.02089 6.30211 Actual/360 120 8 119 10/8/2017 360 360
106 0.00089 0.02089 6.14911 Actual/360 120 8 117 8/8/2017 360 357
108 0.00089 0.02089 5.64911 Actual/360 120 8 115 6/8/2017 420 415
110 0.00089 0.02089 6.22911 Actual/360 120 8 117 8/8/2017 360 360
112 0.00089 0.0500 0.06089 6.16911 Actual/360 120 8 118 9/8/2017 420 418
113 0.00089 0.02089 6.29911 Actual/360 120 8 116 7/8/2017 312 312
114 0.00089 0.02089 6.42911 Actual/360 120 8 119 10/8/2017 360 360
116 0.00089 0.02089 6.31911 Actual/360 120 8 119 10/8/2017 420 419
117 0.00089 0.02089 6.14911 Actual/360 120 8 119 10/8/2017 360 360
118 0.00089 0.02089 6.06911 Actual/360 120 8 118 9/8/2017 360 360
119 0.00089 0.02089 5.77911 Actual/360 60 8 54 5/8/2012 0 0
120 0.00089 0.02089 6.29911 Actual/360 120 8 118 9/8/2017 360 360
121 0.00089 0.02089 6.55911 Actual/360 120 8 120 11/8/2017 360 360
122 0.00089 0.02089 6.39911 Actual/360 60 8 57 8/8/2012 360 357
124 0.00089 0.02089 5.92911 Actual/360 120 8 115 6/8/2017 360 360
125 0.00089 0.02089 6.41911 Actual/360 120 8 118 9/8/2017 360 360
126 0.00089 0.02089 6.34911 Actual/360 120 8 118 9/8/2017 360 360
127 0.00089 0.02089 6.21911 Actual/360 84 8 82 9/8/2014 0 0
128 0.00089 0.02089 6.24911 Actual/360 120 8 118 9/8/2017 360 358
131 0.00089 0.02089 6.34911 Actual/360 120 8 118 9/8/2017 360 360
132 0.00089 0.02089 6.40911 Actual/360 120 8 118 9/8/2017 360 360
134 0.00089 0.02089 6.34111 Actual/360 120 8 117 8/8/2017 360 360
136 0.00089 0.02089 6.25911 Actual/360 120 8 117 8/8/2017 360 357
137 0.00089 0.02089 6.16911 Actual/360 120 8 117 8/8/2017 360 360
139 0.00089 0.02089 6.38911 Actual/360 120 8 118 9/8/2017 360 360
139.01
139.02
139.03
139.04
139.05
139.06
140 0.00089 0.02089 6.09911 Actual/360 120 8 117 8/8/2017 360 360
141 0.00089 0.02089 6.16911 Actual/360 120 8 117 8/8/2017 360 360
142 0.00089 0.02089 6.47911 Actual/360 120 8 120 11/8/2017 360 360
143 0.00089 0.02089 5.94911 Actual/360 120 8 116 7/8/2017 360 360
145 0.00089 0.02089 6.17911 Actual/360 120 8 117 8/8/2017 360 357
149 0.00089 0.02089 6.69911 Actual/360 120 8 118 9/8/2017 0 0
151 0.00089 0.02089 6.21911 Actual/360 120 8 117 8/8/2017 360 360
152 0.00089 0.02089 6.16911 Actual/360 120 8 118 9/8/2017 360 360
153 0.00089 0.02089 6.36911 Actual/360 360 8 355 6/8/2037 300 300
155 0.00089 0.02089 6.39911 Actual/360 120 8 118 9/8/2017 360 360
156 0.00089 0.02089 6.10911 Actual/360 120 8 119 10/8/2017 0 0
158 0.00089 0.02089 5.90911 Actual/360 120 8 116 7/8/2017 360 360
159 0.00089 0.02089 5.91911 Actual/360 120 8 116 7/8/2017 360 360
160 0.00089 0.02089 6.21911 Actual/360 120 8 117 8/8/2017 360 360
161 0.00089 0.02089 5.71911 Actual/360 120 8 114 5/8/2017 360 354
162 0.00089 0.02089 6.47911 Actual/360 60 8 56 7/8/2012 360 360
163 0.00089 0.02089 6.43911 Actual/360 120 8 119 10/8/2017 360 360
164 0.00089 0.02089 6.34911 Actual/360 120 8 117 8/8/2017 396 393
166 0.00089 0.02089 6.26911 Actual/360 120 8 118 9/8/2017 360 360
167 0.00089 0.02089 6.17911 Actual/360 84 8 81 8/8/2014 0 0
170 0.00089 0.02089 5.76911 Actual/360 120 8 115 6/8/2017 360 360
171 0.00089 0.02089 6.34911 Actual/360 120 8 115 6/8/2017 360 360
172 0.00089 0.02089 5.83911 Actual/360 120 8 113 4/8/2017 360 360
174 0.00089 0.02089 6.29911 Actual/360 120 8 118 9/8/2017 360 358
175 0.00089 0.02089 5.91911 Actual/360 120 8 117 8/8/2017 360 357
176 0.00089 0.02089 6.88911 Actual/360 120 8 117 8/8/2017 360 357
176.01
176.02
176.03
177 0.00089 0.02089 6.11911 Actual/360 120 8 109 12/8/2016 300 289
178 0.00089 0.02089 6.26911 Actual/360 120 8 116 7/8/2017 360 360
179 0.00089 0.02089 6.17911 Actual/360 120 8 118 9/8/2017 360 360
180 0.00089 0.02089 6.34911 Actual/360 120 8 117 8/8/2017 360 360
181 0.00089 0.02089 6.18911 Actual/360 120 8 117 8/8/2017 360 360
182 0.00089 0.02089 6.66911 Actual/360 120 8 117 8/8/2017 360 357
184 0.00089 0.02089 6.38911 Actual/360 60 8 59 10/8/2012 360 360
185 0.00089 0.02089 6.35911 Actual/360 120 8 117 8/8/2017 360 357
186 0.00089 0.02089 6.06911 Actual/360 120 8 118 9/8/2017 360 360
187 0.00089 0.02089 6.72911 Actual/360 120 8 117 8/8/2017 360 357
189 0.00089 0.02089 6.28911 Actual/360 120 8 118 9/8/2017 420 418
190 0.00089 0.0500 0.06089 6.43911 Actual/360 120 8 119 10/8/2017 360 359
191 0.00089 0.02089 6.16911 Actual/360 120 8 118 9/8/2017 360 360
192 0.00089 0.02089 6.93911 Actual/360 120 8 120 11/8/2017 360 360
193 0.00089 0.02089 6.08911 Actual/360 120 8 115 6/8/2017 360 355
194 0.00089 0.02089 6.24911 Actual/360 120 8 118 9/8/2017 360 358
195 0.00089 0.02089 5.81911 Actual/360 120 8 114 5/8/2017 360 354
196 0.00089 0.02089 6.16911 Actual/360 120 8 117 8/8/2017 360 360
197 0.00089 0.02089 6.30911 Actual/360 120 8 117 8/8/2017 360 357
198 0.00089 0.02089 5.83911 Actual/360 120 8 119 10/8/2017 360 359
199 0.00089 0.02089 6.31911 Actual/360 120 8 117 8/8/2017 300 297
200 0.00089 0.02089 5.81911 Actual/360 120 8 118 9/8/2017 360 358
201 0.00089 0.02089 6.93911 Actual/360 120 8 118 9/8/2017 360 360
202 0.00089 0.02089 6.17911 Actual/360 120 8 119 10/8/2017 0 0
203 0.00089 0.02089 5.92911 Actual/360 120 8 116 7/8/2017 360 360
204 0.00089 0.02089 6.50911 Actual/360 120 8 118 9/8/2017 360 358
205 0.00089 0.02089 6.49911 Actual/360 120 8 118 9/8/2017 360 358
206 0.00089 0.02089 5.87111 Actual/360 120 8 117 8/8/2017 360 357
207 0.00089 0.02089 6.68911 Actual/360 120 8 118 9/8/2017 360 358
208 0.00089 0.02089 6.26911 Actual/360 120 8 117 8/8/2017 360 360
209 0.00089 0.02089 5.78411 Actual/360 120 8 118 9/8/2017 360 360
210 0.00089 0.02089 6.04911 Actual/360 120 8 115 6/8/2017 360 355
211 0.00089 0.02089 6.20911 Actual/360 120 8 119 10/8/2017 360 359
212 0.00089 0.02089 6.57911 Actual/360 120 8 117 8/8/2017 360 357
213 0.00089 0.02089 6.62911 Actual/360 120 8 119 10/8/2017 360 360
214 0.00089 0.0500 0.07089 6.40911 Actual/360 120 8 117 8/8/2017 360 360
216 0.00089 0.02089 6.34911 Actual/360 120 8 116 7/8/2017 360 360
217 0.00089 0.02089 6.29911 Actual/360 120 8 115 6/8/2017 360 355
219 0.00089 0.02089 6.56911 Actual/360 120 8 120 11/8/2017 360 360
220 0.00089 0.02089 6.27911 Actual/360 120 8 120 11/8/2017 360 360
221 0.00089 0.02089 6.75911 Actual/360 120 8 119 10/8/2017 360 359
222 0.00089 0.02089 6.66911 Actual/360 120 8 118 9/8/2017 360 358
223 0.00089 0.02089 6.37911 Actual/360 120 8 119 10/8/2017 360 359
224 0.00089 0.02089 6.54911 Actual/360 120 8 118 9/8/2017 360 358
225 0.00089 0.02089 5.98911 Actual/360 120 8 115 6/8/2017 360 355
226 0.00089 0.02089 6.98911 Actual/360 120 8 119 10/8/2017 360 359
227 0.00089 0.02089 6.45911 Actual/360 120 8 118 9/8/2017 360 360
228 0.00089 0.02089 6.27911 Actual/360 120 8 117 8/8/2017 360 357
229 0.00089 0.02089 6.40911 Actual/360 120 8 117 8/8/2017 300 297
230 0.00089 0.02089 6.77911 Actual/360 120 8 118 9/8/2017 360 358
231 0.00089 0.02089 6.60911 Actual/360 120 8 118 9/8/2017 360 360
234 0.00089 0.02089 5.87911 Actual/360 120 8 116 7/8/2017 360 360
235 0.00089 0.02089 7.32911 Actual/360 120 8 118 9/8/2017 360 358
236 0.00089 0.02089 6.56911 Actual/360 120 8 117 8/8/2017 360 357
237 0.00089 0.02089 6.12911 Actual/360 120 8 115 6/8/2017 360 355
239 0.00089 0.02089 6.37911 Actual/360 120 8 119 10/8/2017 360 359
240 0.00089 0.02089 6.46911 Actual/360 120 8 118 9/8/2017 300 298
241 0.00089 0.02089 7.02911 Actual/360 120 8 118 9/8/2017 360 358
243 0.00089 0.02089 6.82911 Actual/360 120 8 119 10/8/2017 360 359
244 0.00089 0.02089 7.00911 Actual/360 120 8 119 10/8/2017 360 359
245 0.00089 0.02089 7.05911 Actual/360 120 8 118 9/8/2017 360 358
PARTIAL
ARD ENVIRONMENTAL CROSS CROSS DEFEASANCE LETTER OF LOCKBOX
LOAN # TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED COLLATERALIZED ALLOWED CREDIT TYPE
---------------------------------------------------------------------------------------------------------------------------
4 Fee No Yes
5 Fee No Yes
6 Fee No Yes Hard
6.01 Fee No
6.02 Fee No
6.03 Fee No
6.04 Fee No
6.05 Fee No
6.06 Fee No
9 Leasehold No
10 Fee No Yes Hard
11 Fee No
13 Fee No Yes Soft
13.01 Fee No
13.02 Fee No
13.03 Fee No
13.04 Fee No
13.05 Fee No
13.06 Fee No
13.07 Fee No
15 Fee No Hard
19 Fee No
20 Fee No
22 Fee No
24 Fee Yes
25 Leasehold No Yes
28 Fee No Hard
30 Fee No Hard
31 Fee/Leasehold No Hard
31.01 Fee No
31.02 Leasehold No
33 Fee No
37 Fee No
39 Fee No
41 Fee No Yes
44 Fee No
46 Fee No Yes
46.01 Fee No
46.02 Fee No
46.03 Fee No
46.04 Fee No
47 Fee No
48 Fee No
51 Fee No Hard
54 Fee No
55 Fee No Hard
60 Fee No
62 Fee Hybrid No
66 Leasehold No Hard
69 Fee No Hard
70 Fee No Yes
Fee No Yes Yes
72 Fee No Yes Yes
73 Fee No Yes Yes
74 Fee No
77 Fee No
79 Fee No
83 Fee No
85 Fee No
86 Fee No
89 Fee No Yes Hard
89.01 Fee No
89.02 Fee No
89.03 Fee No
89.04 Fee No
91 Fee No Yes
93 Fee No
94 Fee No
97 Fee No Hard
99 Fee No
100 Fee No
101 Fee No
104 Fee No
105 Fee No
106 Fee No
108 Fee No
110 Fee No
112 Fee No
113 Leasehold No
114 Fee No
116 Fee No Hard
117 Fee No
118 Fee No
119 Fee No
120 Fee No Hard
121 Fee No
122 Leasehold No
124 Fee No Yes
125 Fee No
126 Fee No
127 Fee No
128 Fee No
131 Fee No
132 Fee No
134 Fee No
136 Fee No
137 Fee No
139 Fee No
139.01 Fee No
139.02 Fee No
139.03 Fee No
139.04 Fee No
139.05 Fee No
139.06 Fee No
140 Fee No
141 Fee No
142 Fee No
143 Fee No
145 Fee No
149 Fee No
151 Fee No Hard
152 Fee No
153 Fee Hybrid No
155 Fee No
156 Fee No
158 Fee No
159 Fee No
160 Fee No
161 Fee No
162 Fee No Soft
163 Fee No
164 Fee No
166 Fee No
167 Fee No
170 Fee No
171 Fee No
172 Fee No
174 Fee No
175 Fee No
176 Fee No
176.01 Fee No
176.02 Fee No
176.03 Fee No
177 Fee No
178 Fee No
179 Fee No
180 Fee No
181 Fee No None at Closing,
Springing Hard
182 Fee No
184 Fee No
185 Fee No
186 Fee No
187 Fee No
189 Fee No
190 Fee No
191 Fee No
192 Fee No Yes
193 Fee No Hard
194 Fee No
195 Fee No
196 Fee No
197 Fee No
198 Fee No
199 Fee No
200 Fee No Hard
201 Fee No
202 Fee No
203 Fee No
204 Fee No
205 Fee No
206 Fee No
207 Fee No
208 Fee No
209 Fee No
210 Fee No
211 Fee No
212 Fee No
213 Fee No
214 Fee No
216 Fee No Soft
217 Fee No
219 Fee No
220 Fee No
221 Fee No Hard
222 Fee No
223 Fee No
224 Fee No
225 Fee No
226 Fee No
227 Fee No
228 Fee No
229 Fee No
230 Fee No
231 Fee No
234 Fee No
235 Fee No
236 Fee No
237 Fee No
239 Fee No
240 Fee No Hard
241 Fee No
243 Fee No
244 Fee No
245 Fee No
UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY
HOLDBACK ENGINEERING CAPEX TI/LC RE TAX INS. OTHER CAPEX CAPEX
LOAN # AMOUNT RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($)
------------------------------------------------------------------------------------------------------------------------------
4 345,427 153,169 229,870
5 93,981 44,096 1,594,409
6 12,375 175,000 692,000 909,232 40,005 10,807 175,000
6.01
6.02
6.03
6.04
6.05
6.06
9 79,172 52,025
10 4,000 521,000 371,173 4,544,179 8,185 491,086
11 554,878 1,500,000 20,065 30,366 5,901 354,082
13 70,812 85,000 6,000,000 6,563
13.01
13.02
13.03
13.04
13.05
13.06
13.07
15 90,000 50,000 2,440,525 2,444 87,978
19 36,250 29,940 2,275,000 6,050
20 115,000 20,633
22
24 225,000 135,811 19,560 3,086 74,057
25 498,317
28 100,000 193,938 2,225.75 88,400
30 4,144 192,145 193,586 8,380 4,144
31 657,312 550,000 2,445
31.01
31.02
33 267,984 111,997 13,804 2,491,825 968
37 250,000 147,087 12,600 63,883
39 100,000 186,523 21,043 328
41 16,250 43,235 12,284 100,000 715 25,754
44 369,735 104,261 8,315 972,375
46 10,988 1,876 1,294 46,578
46.01
46.02
46.03
46.04
47 87,920
48 23,750 300,000 119,558 9,259 2,943
51 150,000 250,000
54 58,386 36,605
55
60 50,000 53,134 12,698 25,000
62 16,292 4,614
66 245,426
69 116,179 5,287 412,487
70 5,300 57,282 115,882 9,293 3,325 119,703
782 28,158
72 495 17,826
73 287 10,332
74 85,081 1,060 38,160
77 220,000
79 100,427 13,139 221,000 317
83 48,160 7,703 2,400 57,600
85 53,019 9,199 521 18,750
86 50,219 10,442 280,000 1,069
89 29,240 23,409 667
89.01
89.02
89.03
89.04
91 53,661 11,426 856 51,375
93 122,418 2,188 675
94 105,188 23,000 400,000 252
97
99 51,746 24,376 1,578 56,795
100 11,481 17,538 312,500 772
101 38,940 8,448 403.75
104 21,875 88,800 1,894 947
105 2,000 5,075 1,360 36,000 568
106 36,000 35,702
108 4,209 4,333 708 42,500
110 68,933 5,622 1,379
112 177,635 22,538
113 111,537 7,016 1,380 82,824
114 4,040 15,678 540
116 18,811 15,640 263
117 11,113 530 50,000 155.67
118
119 18,750 76,000 29,995 15,041 76,000
120 34,947 1,271 104,403
121 27,416 3,796 590.30
122 5,625 57,586 4,204
124 317,951 370,000 367 4,403
125 52,157 2,600 725
126 25,000 8,042 14,118 781
127 176,000
128 49,836 1,245 372 15,000
131 4,147 14,840 452
132 18,750 1,155 410 14,750
134 15,000 55,000 86,710 3,251
136 26,600 4,502
137 9,781 371
139 119,927 10,031 2,062
139.01
139.02
139.03
139.04
139.05
139.06
140 37,480 18,024 174 6,000
141 10,526 388
142 5,836 77,228 504 18,135
143 1,184 1,102 471
145 1,927 4,511 687 24,726
149 119
151 17,073 2,496 211
152 1,886 757 29,915 112
153 66,873
155 200,000 281 53,952
156
158 15,235 3,626 34,000
159 17,384 10,117
160 150,000 222,720 57,310 642
161 3,767 1,008
162 44,356 6,242 16,600 1,375 49,500
163 9,161 1,000 711 17,052
164 37,532 5,222 255 15,280
166 48,253 3,846 90,053 163
167 195,000
170 10,764 12,455
171 15,103 858 501
172 12,845 4,935 522.00
174 6,250 23,556 2,615 858
175 60,451 1,411 537
176 4,000 62,799 4,549 605
176.01
176.02
176.03
177 7,383 2,382
178 3,468 766
179 16,254 4,412 350 12,607
180 149,000 122,708 62,520 609
181 14,973
182 13,026 5,633
184 6,726 1,060
185 23,605 15,317 225,000 216
186
187 28,830 1,015
189 12,619 2,010
190 5,881 300,000 802.50 28,890
191 3,913 4,230 40,000
192 1,680 1,412 75,000 164.00
193 30,000 20,980 1,250 938
194 43,342 856 175
195 14,123 4,072 308,400 224
196 4,716 208
197 20,942 884 589
198 24,244 6,140
199
200 38,410 5,535 215
201
202 13,982 6,935
203 9,270 3,470
204 25,677 2,376 80
205 25,000 8,690 1,865 213 12,750
206 13,034 1,881 158 3,790
207 20,000 63,988 886 4,635 184
208 10,000 30,000 5,825 9,837 10,000
209 10,832 4,431 259 9,327
210 5,671 1,277
211 41,668 899 180,000 105
212 2,836 587
213 5,101 11,458
214 32,580 781 22,200 88
216 54,031 4,122 1,850 958 34,500
217 8,796 4,117 10,000 225
219 1,275 1,728 175,000 105
220
221 34,853 4,973
222 3,773 1,080 193
223 5,214 537
224
225
226 5,663 6,505 230.00 11,040
227 14,590 5,806 267
228 3,598 72
229 14,300 1,542
230 9,626 1,370
231
234 1,683 3,909
235 7,481 351
236 7,325 647 109
237 343 680 207
239 3,608 3,087
240 105
241 21,580 1,824
243 15,000 13,533 1,786 115
244
245 9,207 2,386
MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
TI/LC TI/LC RE TAX INS. OTHER XXXXX XXXXX
LOAN # RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
------------------------------------------------------------------------------------------------
4 172,714 15,317 0 0
5 46,991 4,410 0 0
6 28,818 692,000 113,654 8,001 0 0
6.01
6.02
6.03
6.04
6.05
6.06
9 39,586 5,203 0 0
10 46,397 19,833 21428.57 0 0
11 6,688 15,183 5 0
13 14,923 8,500 0 0
13.01
13.02
13.03
13.04
13.05
13.06
13.07
15 12,212 439,620 36,435 6,104 0 0
19 18,125 5,988 0 0
20 19,167 0 0
22 0 0
24 8,333 200,000 15,090 2,794 0 0
25 0 10
28 6,250 225,000 24,130 2,375 0 0
30 7,443 450,000 38,717 2,095 0 0
31 0 0
31.01
31.02
33 232,334 10,182 1,150 0 0
37 250,000 24,514 12,600 0 0
39 23,315 1,769 0 0
41 2,385 85,847 7,206 1,755 0 0
44 7,728 500,000 17,377 8,315 0 0
46 3,235 194,075 1,831 1,876 0 0
46.01
46.02
46.03
46.04
47 12,560 0 0
48 300,000 17,080 4,630 0 0
51 0 0
54 19,462 4,067 0 0
55 0 0
60 13,284 3,175 0 0
62 8,146 1,538 0 0
66 0 0
69 11,618 1,057 0 0
70 5,300 190,800 8,183 11,588 9293.23 0 0
0 0
72 0 0
73 0 0
74 10,635 0 0
77 0 0
79 2,132 127,931 12,619 1,460 0 0
83 6,880 2,568 0 0
85 1,736 62,505 10,604 1,150 5 0
86 12,555 1,492 0 0
89 3,337 5,093 3,779 0 0
89.01
89.02
89.03
89.04
91 3,428 205,650 4,878 1,270 5 0
93 11,129 1,094 0 0
94 1,797 43,128 3,834 0 0
97 0 0
99 5,175 3,482 0 0
100 11,481 1,754 0 0
101 2,322 4,867 2,112 0 0
104 9,867 947 0 0
105 3,222 80,000 5,075 680 0 0
106 7,200 3,967 0 0
108 4,209 2,166 0 0
110 8,617 937 0 0
112 7,607 0 0
113 6,902 414,120 12,393 7,016 0 0
114 4,040 1,425 0 0
116 1,750 4,353 5,212 0 0
117 778 45,000 5,556 265 0 0
118 0 0
119 5,999 3,760 0 0
120 7,339 635 0 0
121 2,886 138,523 4,569 542 0 0
122 8,227 1,401 0 0
124 1,957 23,485 0 0
125 2,694 5,216 1,300 0 0
126 8,042 1,412 0 0
127 0 0
128 1,238 50,000 12,459 415 0 0
131 4,147 1,484 0 0
132 3,750 578 10 0
134 1,467 70,000 8,671 1,625 0 0
136 3,800 900 0 0
137 4,890 371 0 0
139 10,902 2,006 0 0
139.01
139.02
139.03
139.04
139.05
139.06
140 869 30,000 7,496 1,502 0 0
141 5,263 388 0 0
142 2,520 151,175 5,836 7,021 0 0
143 1,184 551 0 0
145 1,927 1,128 0 0
149 0 0
151 948 34,132 5,691 357 0 0
152 558 35,000 1,886 252 0 0
153 9,553 0 0
155 0 0
156 0 0
158 3,809 725 0 0
159 4,346 1,012 0 0
160 1,042 62,500 3,324 703 0 0
161 1,883 504 0 0
162 3,122 1,277 0 0
163 4,581 500 0 0
164 1,493 89,600 3,753 746 0 0
166 814 4,825 407 0 0
167 0 0
170 2,153 1,779 0 0
171 2,158 858 0 0
172 2,569 823 0 0
174 2,356 872 0 0
175 8,636 706 0 0
176 3,026 108,945 6,280 2,275 0 0
176.01
176.02
176.03
177 3,692 794 0 0
178 1,734 153 0 0
179 1,051 37,820 2,032 490 0 0
180 100,000 20,451 0 0
181 5 0
182 2,605 512 0 0
184 3,363 353 0 0
185 863 52,000 2,623 2,188 0 0
186 0 0
187 4,119 3,044 0 0
189 1,577 287 0 0
190 1,084 840 0 0
191 1,167 56,000 3,913 1,410 0 0
192 547 840 282 0 0
193 1,609 2,098 2,204 0 0
194 817 28,000 3,940 428 0 0
195 573 1,412 509 0 0
196 2,358 208 0 0
197 2,094 295 0 0
198 3,463 682 0 0
199 0 0
200 1,489 3,841 791 10 0
201 5 0
202 3,495 694 0 0
203 1,922 3,090 434 0 0
204 372 3,987 1,188 0 0
205 708 42,500 2,897 622 0 0
206 526 12,630 2,172 235 0 0
207 796 40,000 7,110 443 0 0
208 30,000 647 1,405 0 0
209 777 27,981 1,547 443 0 0
210 810 639 0 0
211 700 50,000 3,788 180 0 0
212 945 293 0 0
213 729 955 0 0
214 613 3,620 390 0 0
216 2,061 617 0 0
217 918 1,466 374 0 0
219 564 637 346 0 5
220 0 0
221 3,168 829 0 0
222 3,773 360 0 0
223 2,607 537 0 0
224 0 0
225 0 0
226 1,888 1,084 0 0
227 1,336 1,824 528 0 0
228 300 0 0
229 1,300 385 0 0
230 1,203 685 0 0
231 190 0 0
234 841 355 0 0
235 2,494 351 0 0
236 1,046 324 0 0
237 574 343 340 0 0
239 1,804 309 0 0
240 341 0 0
241 1,962 365 0 0
243 575 42,000 1,128 298 0 0
244 0 0
245 1,151 398 0 0
