Exhibit 10.3
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of June 1, 2007 (this
"Agreement"), is entered into between Artesia Mortgage Capital Corporation (the
"Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of June 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as
master servicer no. 1 (in such capacity, "Master Servicer No. 1" and, also a
"Master Servicer") and as special servicer (in such capacity, the "Special
Servicer"), Wachovia Bank, National Association as master servicer no. 2
("Master Servicer No. 2" and, also a "Master Servicer") and LaSalle Bank
National Association as trustee (in such capacity, the "Trustee") and custodian
(in such capacity, the "Custodian"). Capitalized terms used but not defined
herein (including the schedules attached hereto) have the respective meanings
set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
May 31, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative of
Countrywide Securities Corporation ("Countrywide Securities"), PNC Capital
Markets LLC ("PNC Capital"), Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx
Xxxxxxx") and Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs", Xxxxxxx Xxxxx, Countrywide
Securities, PNC Capital, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx, 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 May 31, 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 $359,709,282 (the "Artesia 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 Artesia
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 $2,785,502,677 (subject to a variance of plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on June
13, 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) 98.7175% of the
Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $686,492, which
amount represents the amount of interest accrued on the Artesia Mortgage Loan
Balance, as agreed to by the Seller and the Purchaser. The Purchase
Consideration shall be paid to the Seller or its designee by wire transfer in
immediately available funds on the Closing Date.
SECTION 2 Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
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 2007-7, Commercial Mortgage Pass-Through
Certificates, Series 2007-7, 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 2007-7, Commercial Mortgage Pass-Through
Certificates, Series 2007-7 (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 2007-7, Commercial Mortgage
Pass-Through Certificates, Series 2007-7, 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 2007-7,
Commercial Mortgage Pass-Through Certificates, Series 2007-7 (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
2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7, 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
2007-7, Commercial Mortgage Pass-Through Certificates, Series 2007-7, 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 2007-7, Commercial Mortgage Pass-Through
Certificates, Series 2007-7, and in its capacity as lead lender on behalf
of the holder(s) 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 an 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;
(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 Intercreditor 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 take all actions reasonably necessary to permit
the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement with respect to the Mortgage Loans, including
bearing the out-of-pocket costs and expenses of the Trustee in connection with
the performance by the Trustee of its recording, filing and delivery obligations
pursuant to Section 2.01(d).
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer (which, for purposes of this Agreement, shall
be Wachovia Bank, National Association with respect to all of the Mortgage
Loans) 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 the applicable Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting, legal
or other due diligence analyses, credit committee briefs or memoranda or other
internal approval documents or data or internal worksheets, memoranda,
communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the
Custodian, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage loan checklist
or a complete mortgage loan checklist shall not give rise to any liability
whatsoever on the part of the Seller to the Purchaser, the Custodian or any
other person because the delivery of the mortgage loan checklist is being
provided to the Custodian solely for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
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 Delaware and the Seller has
taken all necessary 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
instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(x) The prospectus supplement dated May 31, 2007 (the "Prospectus
Supplement"), which supplements the base prospectus dated May 10, 2007 (the
"Prospectus"), contains all the information that is required to be provided
in respect of the Seller (that arise from its role as "sponsor" (within the
meaning of Regulation AB)), the Mortgage Loans, the related Mortgagors and
the related Mortgaged Properties pursuant to Regulation AB. For purpose of
this Agreement, "Regulation AB" shall mean Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may
be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or
as may be provided by the Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller 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,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional 90-day period; and provided, further, that no Document
Defect (other than with respect to the Specially Designated Mortgage Loan
Documents) shall be considered to materially and adversely affect the interests
of the Certificateholders or the value of the related Mortgage Loan unless the
document with respect to which the Document Defect exists is required in
connection with an imminent enforcement of the mortgagee's rights or remedies
under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien or any collateral securing the Mortgage Loan or for any
immediate servicing obligations.
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 Trustee, at the expense of the Seller, of an
Opinion of Counsel to the effect that such release would not cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions. 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, the Seller shall provide, once
every ninety days, the officer's certificate to the Trustee described above as
to the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the second and third provisos in the sole sentence of the preceding
paragraph), the Seller shall in all cases on or prior to the second anniversary
of the Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on 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 Custodian not later than the
180th day following the Closing Date.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the Custodian
or the Trust Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
SECTION 4 Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5 Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP on
the Closing Date. The Closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Custodian and
the applicable Master Servicer, respectively, all documents represented to have
been or required to be delivered to the Custodian and the applicable Master
Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firm of Ernst
& Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively, shall have been delivered;
and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of May 31, 2007, among
the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., Countrywide Commercial Real
Estate Finance, Inc., PNC Bank, National Association, the Purchaser, the
Underwriters and the Initial Purchasers. Both parties agree to use their best
reasonable efforts to perform their respective obligations hereunder in a manner
that will enable the Purchaser to purchase the Mortgage Loans on the Closing
Date.
SECTION 6 Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the agreement(s) pursuant to which the servicing rights with respect
to the Mortgage Loans are being sold to the applicable Master Servicer (such
agreement(s), individually and/or collectively, the "Servicing Rights Purchase
Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) Each of: (i) the resolutions of the Seller's board of directors
or a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of Delaware not earlier than thirty (30) days prior to the Closing
Date;
(e) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the
Initial Purchasers and each of the Rating Agencies, together with such other
written opinions, including as to insolvency matters, as may be required by the
Rating Agencies; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7 Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8 Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account whether in
the form of cash, instruments, securities or other property; (iii) the
assignment to the Trustee of the interest of the Purchaser as contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of any security
interest created hereunder; (iv) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be possession by the secured party
for purposes of perfecting the security interest pursuant to Section 9-313 of
the UCC of the applicable jurisdiction; and (v) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9 Notice of Exchange Act Reportable Events. The Seller hereby
agrees to deliver to the Purchaser any disclosure information relating to any
event, specifically relating to the Seller, reasonably determined in good faith
by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K
by the Trust (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 (in its role as Sponsor), 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
business days following the occurrence of such event if such event is reportable
under Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing of a Form 15 with respect to the Trust as to that
fiscal year in accordance with Section 8.16 of the Pooling and Servicing
Agreement or the reporting requirements with respect to the Trust under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), have otherwise
automatically suspended. The Seller hereby acknowledges that the information to
be provided by it pursuant to this Section 9 will be used in the preparation of
reports on Form 8-K, Form 10-D or Form 10-K with respect to the Trust 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) and also by facsimile transmission 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 the case of a notice sent by mail or courier service) or
transmitted (in the case of a faxed notice), in each case given or addressed as
aforesaid.
SECTION 11 Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12 Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14 GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND
THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL
BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15 Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16 Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 17 Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18 Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19 Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 20 Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
SECTION 21 Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
ARTESIA MORTGAGE CAPITAL CORPORATION
By:/s/ Xxxxx Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxxx Xxxxx
Title: Managing Director
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge of
Commercial Mortgage Securitization
EXHIBIT A
Seller:
Address for Notices:
Artesia Mortgage Capital Corporation
0000 XX Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Guy Cools and Xxxxx Xxxxxx Xxxxx
Facsimile No.: (000) 000-0000
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
SCHEDULE I
Mortgage Loan Representations and Warranties
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in June 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing interest or penalties; (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy, a "marked-up"
commitment binding upon the title insurer or escrow instructions binding on the
title insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy, a "marked-up" commitment binding upon the title insurer
or escrow instructions binding on the title insurer and irrevocably obligating
the title insurer to issue such title insurance policy); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any related Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs, and except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases, including, without
limitation, the right to operate the related leased property so long as no event
of default has occurred under such Mortgage Loan; and each assignor thereunder
has the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage, executed and delivered in favor of the
Trustee is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non Trust Loan with respect to any Mortgage Loan
that is part of a Loan Combination, no person other than the related Mortgagor
owns any interest in any payments due under the related leases on which the
Mortgagor is the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded in any material manner, (b)
neither the related Mortgaged Property nor any material portion thereof has been
released from the lien of such Mortgage and (c) the related Mortgagor has not
been released from its obligations under such Mortgage, in whole or in material
part. With respect to each Mortgage Loan, since the later of (a) May 31, 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 based upon surveys and/or the title
insurance policy referred to in representation 8 below, as of the date hereof,
(a) none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue such title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property, each of which is secured by a separate
Mortgage, such Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no material exclusion for whether, or it affirmatively insures (unless
the related Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available) that, (a) the related Mortgaged Property
has access to a public road, and (b) the area shown on the survey, if any,
reviewed or prepared in connection with the origination of the related Mortgage
Loan is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee) and there is no obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its knowledge
it has not used, caused or permitted to exist and will not use, cause or permit
to exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its successors and assigns harmless from and
against any and all losses, liabilities, damages, injuries, penalties, fines,
out-of-pocket expenses and claims of any kind whatsoever (including attorneys'
fees and costs) paid, incurred or suffered by or asserted against, any such
party resulting from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly submitted for recordation; such Ground Lease permits the
interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the terms of such
Ground Lease since its recordation, with the exception of material
changes reflected in written instruments which are a part of the
related Mortgage File; and if required by such Ground Lease, the
lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not
subject to any liens or encumbrances superior to, or of equal
priority with, the related Mortgage, other than the related Fee
Interest and Permitted Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease
is assignable to, and is thereafter further assignable by, the
Purchaser upon notice to, but without the consent of, the lessor
thereunder (or, if such consent is required, it has been obtained);
provided that such Ground Lease has not been terminated and all
amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such
Ground Lease;
(v) such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under such
Mortgage Loan; and such Ground Lease further provides that no notice
of termination given under such Ground Lease is effective against the
mortgagee under such Mortgage Loan unless a copy has been delivered
to such mortgagee in the manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time
to gain possession of the interest of the lessee under such Ground
Lease) to cure any default under such Ground Lease, which is curable
after the receipt of notice of any such default, before the lessor
thereunder may terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity
Date of such Mortgage Loan, or (ii) has a term, if with extension
options that are exercisable by the lender upon its taking possession
of the Mortgagor's leasehold interest are exercised, would cause the
term of such Ground Lease to extend not less than twenty (20) years
beyond the Stated Maturity Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in
a bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the
lessee that is susceptible to cure by the mortgagee under such Ground
Lease following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any
related casualty insurance proceeds (other than de minimis amounts
for minor casualties) with respect to the leasehold interest will be
applied either (i) to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee or a trustee appointed
by it having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in such cases where a
provision entitling another party to hold and disburse such proceeds
would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a
prudent commercial mortgage lender in the lending area where the
related Mortgaged Property is located at the time of the origination
of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent
of the mortgagee under such Mortgage Loan, and (ii) any such action
without such consent is not binding on such mortgagee, its successors
or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair
market value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in
connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) subject to
available funds, a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage
Loan (which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other mortgage lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Other than any default interest or late charges, each
Mortgage Loan (other than ARD Loans after their respective Anticipated Repayment
Dates) complied with, or was exempt from, all applicable usury laws in effect at
its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages recorded on the related Mortgaged Properties with respect to such
Mortgage Loans is at least equal to the total amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration under the Mortgage
Note or Mortgage for any Mortgage Loan (other than payments due but not yet 30
days or more delinquent); provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies or other publicly traded interests,
issuance of non-controlling new equity interests, transfers to an affiliate or
to another pre-approved person, types of persons or categories of persons
meeting the requirements of the Mortgage Loan, transfers among existing direct
or indirect members, partners or shareholders in the Mortgagor, transfers among
affiliated Mortgagors with respect to cross-collateralized Mortgage Loans or
multi-property Mortgage Loans, transfers among co-Mortgagors, transfers of
worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $10,000,000 or more was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that during the term of the
Mortgage Loan it may only own and operate one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates (other than
co-obligors under the Mortgage Loan documents), and that it will not transact
business with affiliates (except to the extent required by any cash management
provisions of the related Mortgage Loan documents) except on an arm's-length
basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing of a UCC
financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal or affiliate
of such Mortgagor or an entity controlled by a principal or affiliate of such
Mortgagor, for damages, liabilities, expenses or claims sustained in connection
with the Mortgagor's fraud, material, intentional misrepresentation, material
intentional physical waste or misappropriation of any tenant security deposits
(in some cases, only after foreclosure or an action in respect thereof), rent
(in some cases, only after an event of default), insurance proceeds or
condemnation awards. The related Mortgage Loan documents contain provisions
pursuant to which the related Mortgagor, a principal or affiliate of such
Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor,
has agreed to indemnify the mortgagee for damages resulting from violations of
any applicable environmental laws relating to hazardous material at the related
Mortgaged Property.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer under
such policy the "pollution conditions" (as defined in such policy)
identified in any environmental reports related to such Mortgaged
Property which are in the Seller's possession or are otherwise known
to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's
possession related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Exceptions to Representation 4
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Loans Description of Exception
----- ------------------------
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010-1958 Kinetics With respect to the Loans listed
010-1751 Wildwood Dental Clinic to the left, certain tenants have
been granted a right of first
refusal or offer to purchase
their leased premises and/or the
related Mortgaged Property,
subject to certain terms and
conditions contained in the
related leases.
--------------------------------------------------------------------------------
010-1936 Gateway Medical Plaza With respect to the Loans listed
010-1937 Xxxxxx Diagnostic Imaging to the left which are secured by
010-1938 Xxxx Valley Health Plaza the related borrower's leasehold
interest in the related Mortgaged
Property, the fee owner of the
related Mortgaged Property has a
right of first offer under the
related ground lease to purchase
the related borrower's leasehold
interest. Any exercise of the
right of first offer requires the
fee owner to assume the related
loan in full and to comply with
all of the related borrower's
obligations under the related
Mortgage Loan Documents or to
prepay or defease the related
loan in full in accordance with
and to the extent permitted under
the related Mortgage Loan
Documents.
--------------------------------------------------------------------------------
Exceptions to Representation 6
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1923 Berkshire Plaza The related Mortgage Loan
Documents were modified on May
16, 2007 to permit an assumption
of the Loan and the replacement
of a guarantor thereunder.
--------------------------------------------------------------------------------
010-1854 Fresenius Medical Pool The related Mortgage Loan
Documents for the Texas Mortgaged
Properties were modified on April
27, 2007 (with respect to the
Mortgaged Property located in
Laredo, Texas) and April 30, 2007
(with respect to the Mortgaged
Property located in Houston,
Texas) to remove the requirement
for windstorm insurance. All of
the related Mortgaged Properties
are located more than 25 miles
from the coast.
--------------------------------------------------------------------------------
Exceptions to Representation 7
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1956 Academy Sports The engineering report for the
related Mortgaged Property
recommended repairs estimated at
$779,416, which include roof
replacement, interior renovations
and HVAC replacement. There was
no escrow specific to these
recommended repairs held back by
Lender at closing.
--------------------------------------------------------------------------------
Exceptions to Representation 10
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1939 Adidas Spartanburg Terrorism insurance is required
only if such insurance can be
purchased at commercially
reasonable rates and such hazards
are commonly insured against for
similar properties in the region
of the Mortgaged Property, as
determined by Mortgagor.
--------------------------------------------------------------------------------
Exceptions to Representation 14
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
All Loans All insurance requirements
specified under each Mortgage may
not, as of the date of
origination or thereafter, have
been required to be satisfied in
every respect, and some Mortgage
requirements may have been waived
both at the time of origination
and for the future; however, the
coverages specifically enumerated
in Representation 14 (aside from
any provision indicating all
coverages required under the
Mortgage Loan Documents are in
place) were in place at
origination and have not been
waived, and to Lender's actual
knowledge, remain in place except
as otherwise indicated in the
exceptions to this Representation
14.
--------------------------------------------------------------------------------
All Loans The extended perils policies
required by each related Mortgage
may not include coverage against
loss or damage sustained by
windstorms; however, the
coverages for the Mortgaged
Properties located in specific
states or regions of such states
requiring windstorm insurance as
set forth in Representation 14
were in place at origination and
have not been waived, and to
Lender's actual knowledge, remain
in place except as otherwise
indicated in the exceptions to
this Representation 14.
--------------------------------------------------------------------------------
All Loans In certain cases, deductibles
have been permitted in amounts
higher than the specific
deductible limits set forth in
the related Mortgage Loan
Documents.
--------------------------------------------------------------------------------
010-1979 Plaza on Main Street The Lender is not named as loss
payee on the business
interruption/rent loss insurance
policy provided for the related
Mortgaged Property.
--------------------------------------------------------------------------------
010-1949 Cross Pointe Center Language on the certificate of
010-1766 Riverstone at Vision Park insurance provided for the
related Mortgaged Properties
states that the insurers will
endeavor to give 30 days notice
to Lender of cancellation and is
silent regarding notification of
reductions in coverage.
--------------------------------------------------------------------------------
010-1950 Time Warner Language on the hazard insurance
010-1946 Xxxxxx Xxxxx Apartments policy provided for the related
Mortgaged Properties states that
notice of cancellation will be
given based on the requirements
of the state in which the policy
was issued and is silent
regarding notification of
reductions in coverage.
--------------------------------------------------------------------------------
010-1939 Adidas Spartanburg Terrorism insurance is required
only if such insurance can be
purchased at commercially
reasonable rates and such hazards
are commonly insured against for
similar properties in the region
of the Mortgaged Property, as
determined by Mortgagor.
--------------------------------------------------------------------------------
Exceptions to Representation 28
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1936 Gateway Medical Plaza The related Mortgage Loan
Documents permit the partial
release of a certain portion of
the Mortgaged Property consisting
of unimproved land (except for
paving, landscape and curbs) in
connection with the ground
lessor's construction of a
parking structure, subject to
certain conditions precedent set
forth in the related Mortgage
Loan Documents, including, among
others, the delivery to Mortgagee
of (i) an endorsement to the
lender's title insurance policy
insuring that Mortgagee will
continue to have a first lien
against the remaining Mortgaged
Property; (ii) evidence that the
portion of the Mortgaged Property
being released is a separate tax
parcel, and (iii) evidence that
the remaining Mortgaged Property
fully complies with all
applicable zoning laws and all
recorded covenants, conditions
and restrictions.
--------------------------------------------------------------------------------
010-1939 Adidas Spartanburg The related Mortgage Loan
Documents permit the partial
release of a portion of the
related Mortgaged Property
consisting of unimproved land,
subject to certain conditions
precedent set forth in the
related Mortgage Loan Documents,
including, among others, the
satisfaction of certain loan to
value tests and the entire
remaining Mortgaged Property
shall be fully occupied and the
related mortgagor shall have no
outstanding tenant improvement
obligations or payments due for
any leasing commissions.
--------------------------------------------------------------------------------
010-1916 Tangent Business Park The related Mortgage Loan
Documents permit the partial
release of a portion of the
related Mortgaged Property
consisting of unimproved land,
provided that certain conditions
precedent set forth in the
Mortgage Loan Documents are
satisfied, including, among
others, the satisfaction of
certain debt service coverage
ratio and loan to value tests and
delivery to Mortgagee evidence
that the portion of the related
Mortgaged Property being released
is no longer subject to a lease.
--------------------------------------------------------------------------------
010-1932 Summit North The related Mortgage Loan
Documents permit the partial
release of a certain portion of
the Mortgaged Property consisting
of unimproved land, subject to
certain conditions precedent set
forth in the related Mortgage
Loan Documents, including, among
others, the satisfaction of
certain debt service coverage
ratio and loan to value tests.
--------------------------------------------------------------------------------
Exceptions to Representation 29
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
All Loans No Mortgage Loan requires, as a
condition to a defeasance, that
the defeasance be permitted only
to facilitate the disposition or
refinancing of the Mortgaged
Property and not as a part of an
arrangement to collateralize a
REMIC offering with obligations
that are not real estate
mortgages.
--------------------------------------------------------------------------------
Exceptions to Representation 31
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1895 - Palmilla Apartments The related Mortgage Loan
Documents require, if the
Mortgage Loan has not been
re-assessed as multi-family units
by the local tax assessor's
office and achieved a 92%
occupancy and a 1.20x debt
service coverage ratio (as
calculated under the related
Mortgage Loan Documents) by April
11, 2008, that the related
borrower shall pay to lender a
quarterly fee equal to 0.25% of
the initial principal amount of
the loan per quarter, continuing
until the related Mortgaged
Property has been re-assessed as
multi-family units by the local
tax assessor's office and has
achieved a 92% occupancy level
and a 1.20x debt service coverage
ratio.
--------------------------------------------------------------------------------
Exceptions to Representation 34
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
All Loans The related Mortgage Loan
Documents generally permit one or
more of the following types of
transfers: (a) transfers of
ownership interests in the
related borrower, to a person or
persons affiliated with or
otherwise related to the
borrower; (b) transfers by the
borrower of the corresponding
mortgaged property, or transfers
of ownership interests in the
related borrower, to specified
entities or types of entities;
(c) issuance by the borrower of
new partnership or membership
interests; (d) changes in
ownership between existing
shareholders, partners, members
or to their respective
affiliates, as applicable, of the
related borrower; (e) a transfer
of non-controlling ownership
interests in the related
borrower; (f) transfers of
interests in the related borrower
for estate planning purposes or
otherwise upon the death or
disability of a principal; (g)
transfers of undeveloped land or
certain portions of the related
mortgaged property not considered
material in underwriting such
mortgage loan; (h) transfers and
pledges of direct or indirect
equity interests in borrower to
specified entities or types of
entities; or (i) other transfers
similar in nature to the
foregoing.
--------------------------------------------------------------------------------
Exceptions to Representation 35
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1947 Valley View Business Center Phase II The "Single Purpose Entity"
covenants in the related Mortgage
Loan Documents were modified to
permit the related Mortgagor to
be the lessee in a certain ground
lease and sublessee in a certain
ground sublease under which the
related Mortgagor leases certain
property adjacent to the
Mortgaged Property which is not
part of security for the related
loan.
--------------------------------------------------------------------------------
010-1948 0000 Xxxxxxxxx Xxxxxxxxx The organizational documents for
the related borrower do not
include the "Single Purpose
Entity" covenants which are set
forth in the related Mortgage
Loan Documents.
--------------------------------------------------------------------------------
Exceptions to Representation 37
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
010-1960 Adelanto Marketplace A portion of the related
Mortgaged Property is included in
a tax parcel which includes
property that is not part of the
collateral for the related loan.
The borrower is required to
escrow taxes for the entire tax
parcel until the portion of the
related Mortgaged Property is
segregated and identified as a
separate tax parcel, which shall
occur by March 31, 2008.
--------------------------------------------------------------------------------
Exceptions to Representation 41
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
All Loans All Mortgage Loans require
interest only payments for a part
of the loan term, interest only
payments for the full loan term
or principal and interest
payments for the full loan term.
--------------------------------------------------------------------------------
010-1945 Waterford Park Plaza The related Mortgage Loan
Documents provide that upon the
occurrence of certain trigger
events which require the related
borrower to make monthly sweep
deposits, the lender may, in its
sole discretion, suspend the
required monthly principal and
interest payments and permit the
related borrower to make monthly
interest only payments until the
time the monthly sweep deposits
are no longer required, at which
time the related borrower would
then go back to making monthly
principal and interest payments
under the related loan.
--------------------------------------------------------------------------------
Exceptions to Representation 43
--------------------------------------------------------------------------------
Loans Description of Exception
----- ------------------------
--------------------------------------------------------------------------------
All Loans The Mortgagor is liable to
Mortgagee for losses incurred due
to the misapplication of rents
only with respect to rents
received by the Mortgagor or any
guarantor after Mortgagee makes
written demand therefore pursuant
to any loan document.
--------------------------------------------------------------------------------
All Loans The Mortgage Loans in many or all
cases provide for recourse
liability and/or liability for
lender losses for items other
than fraud, material
misrepresentation, environmental
indemnities, misappropriation of
rents, security deposits,
insurance proceeds or
condemnation awards or breach of
the environmental covenants set
forth in the Mortgage Loan
Documents.
--------------------------------------------------------------------------------
010-1936 Gateway Medical Plaza With respect to each of the
010-1937 Xxxxxx Diagnostic Imaging Mortgage Loans listed to the
010-1938 Xxxx Valley Health Plaza left, there is no guarantor.
--------------------------------------------------------------------------------
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
MLCFC 2007-7: Mortgage Loan Schedule
Property
Loan # Loan Group Property Name Loan / Property Originator Type
------ ---------- ---------------------------------------------- --------------- ---------- -----------
24 2 Palmilla Apartments Loan Artesia Multifamily
26 1 5805 Xxxxxxxxx Boulevard Loan Artesia Xxxxxx
00 0 Xxxxxxx Xxxxx X-XX Xxxx Xxxxxxx Mixed Use
34 1 Valley View Business Center Phase II Loan Artesia Industrial
42 1 Adidas Spartanburg Loan Artesia Industrial
47 1 Walnut Creek MOB Loan Artesia Office
51 1 City Furniture Loan Artesia Retail
59 1 Waterford Park Plaza Loan Artesia Retail
63 1 Adelanto Marketplace Loan Artesia Retail
67 1 Alliance Data Systems Loan Artesia Office
69 1 Faber Place Loan Artesia Xxxxxx
00 0 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Loan Artesia Retail
88 1 Riverstone at Vision Park Loan Artesia Xxxxxx
00 0 Xxxxxxx Xxxxxxx Xxxxx Loan Artesia Xxxxxx
000 0 Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Loan Artesia Industrial
135 1 Aero Building Loan Artesia Office
136 1 Plaza on Main Street Loan Artesia Retail
142 1 River Park Loan Artesia Industrial
149 1 Cross Pointe Center Loan Artesia Retail
152 1 GSA Office Pool Loan Artesia Various
152.1 1 GSA - Lakewood, CO Property Artesia Industrial
152.2 1 GSA - Moore, OK Property Artesia Xxxxxx
000.0 0 XXX - Xxxxxx, XX Property Artesia Office
157 1 Academy Sports Loan Artesia Retail
159 1 Manayunk Retail Loan Artesia Retail
162 1 Xxxxxx Diagnostic Imaging Loan Artesia Office
163 1 Xxxx Valley Health Plaza Loan Artesia Xxxxxx
000 0 Xxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxx Retail
169 1 Tangent Business Park Loan Artesia Industrial
170 2 Cedar Springs Apartments Loan Artesia Multifamily
180 1 Summit North Loan Artesia Retail
186 1 MKS Instruments Loan Artesia Industrial
187 1 Langhorne Road Loan Artesia Office
191 1 Westbury Financial Park Building Loan Artesia Office
196 1 Fresenius Medical Pool Loan Artesia Office
196.1 1 Laredo Medical Property Artesia Office
196.2 1 Houston Medical Property Artesia Office
196.3 1 Xxxxxx Medical Property Artesia Office
199 1 Time Warner Telecom Loan Artesia Xxxxxx
000 0 Xxxxxxxxx Xxxxx Xxxx Xxxxxxx Retail
210 2 Xxxxxx Xxxxx Apartments Loan Artesia Multifamily
215 1 Kinetics Building Loan Artesia Xxxxxx
000 0 Xxxxxx Xxxxx Xxx - Xxxxxxx, XX Loan Artesia Hospitality
221 1 Xxxxxxxx Town Center Loan Artesia Retail
222 1 Splitrock Square Loan Artesia Mixed Use
227 1 Xxxxxxx Plaza Loan Artesia Mixed Use
230 1 Wildwood Dental Clinic Loan Artesia Office
245 2 Oaks and Silver Oaks Apartments Loan Artesia Multifamily
245.1 2 The Oaks Apartments Property Artesia Multifamily
245.2 2 Silver Oaks Apartments Property Artesia Multifamily
246 1 Xxxxxxx Plaza Phase I Loan Artesia Mixed Use
268 1 Econo Lodge - Brunswick, GA Loan Artesia Hospitality
270 1 Oak Mountain Lodge Loan Artesia Hospitality
271 1 Sleep Inn - Greenville, SC Loan Artesia Hospitality
000 0 Xxxxxxxxx'x Xxxxxx Xxxxxx - Xxxx, XX Pad Lease Loan Artesia Retail
278 1 Division Street Centre Loan Artesia Retail
281 1 Sunridge Village Loan Artesia Retail
284 1 Cypress Shopping Center Loan Artesia Retail
299 1 Aspen Station Shoppes Loan Artesia Retail
312 1 Park Central Crossing Loan Artesia Retail
322 1 GSA Building - El Dorado, AR Loan Artesia Office
Loan # Street Address City County State
------ ---------------------------------------------------------- ----------------- -------------- -------
24 5815, 5845 and 5855 Nuevo Xxxx Street; North Las Vegas Xxxxx NV
5820, 5825, 5835, 5850, 5860 and 5865 Palmilla Sreet;
5830, 5840 and 0000 Xxxxxxx Xxxxx;
0000 Xxxxxxxx Xxxxxx #00 and 12;
0000 Xxxxxxxx Xxxxxx #0, 7, 8, 10 and 11;
0000 Xxxxxxxx Xxxxxx #0;
0000 Xxxxx Xxxx Xxxxxx #0, 4, 9, 10 and 12
26 0000 Xxxxxxxxx Xxxxxxxxx Xxx Xxxx Xxx Xxxxxxx XX
28 0000-0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx XX
34 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxxx Xxxxx NV
42 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxxxx XX
47 355 & 000 Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxxxx XX
51 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxx XX
59 10100, 10160 & 00000 0xx Xxxxxx Xxxxx Xxxxxxxx Hennepin MN
63 14136-14200 US Highway 395 and 11994 & 00000 Xxxxxxxx Xxxx Xxxxxxxx Xxx Xxxxxxxxxx XX
67 0000 XX Xxxxxxx 000 Xxxxxx Xxxxx Xxxxx XX
69 0000 Xxxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxx XX
85 000-000 Xxxxx Xxxx Xxxxxx and 000-000 Xxxx XxXxxxx Xxxx Xxxxxxxxxx Xxxxx XX
88 000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx XX
96 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX
000 0000-0000; 1020-1034 and 0000 Xxxxx Xxxxxxx Xxxxxx Xxxx Xxxx XX
and 0000-0000 Xxxxx 000xx Xxxxxx
135 0000 Xxxxxx Xxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx XX
136 00000 Xxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxxxxx XX
142 0000 Xxxxx Xxxxx Xxxx Xx. Xxxxxx Xxxxxxxxxx XX
149 1441 & 0000 Xxxxx Xxxxxxx Xxxxxxxxx Saginaw Tarrant TX
152 Various Various Various Various
152.1 00000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx XX
152.2 000 Xxxxxxxxx 00xx Xxxxxx Xxxxx Xxxxxxxxx XX
152.3 0000 Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxx Xxxxxxxx XX
157 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxxxxxx XX
159 0000-00 Xxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx XX
162 1101 B. Xxxx Xxxxxx Boulevard Fairfield Xxxxxx CA
163 0000 Xxx Xxxx Xxxx Xxxxxxxxx Xxxxxx XX
164 1479 & 0000-0000 Xxxxxxx 00 Xxxx XxXxxxxxx Xxxxx XX
169 00000 Xxx Xxxxxxx 00, 00000 Xxxxxxx and 00000 Xxxxx Xxxxx Xxxxxxx Linn OR
170 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX
180 2214, 2220 and 0000 Xxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxx XX
186 5330 & 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX
187 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx XX
191 0 Xxxxx Xxx Xxxxxxxx Xxxxxxxx XX
196 Various Various Various Various
196.1 0000 Xxxxxxxxxxx Xxxxxx Laredo Xxxx TX
196.2 0000 Xxxxxx Xxxxxx Xxxxxxx Xxxxxx TX
196.3 0000 Xxx Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX
199 00000 Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX
203 0000 Xxxxx Xxxxxxxx Xxxxxx and 0-00 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx XX
210 1301 & 0000 00xx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxx XX
215 26055 & 00000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxx XX
218 000-00 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX
221 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx XX
222 304, 306, 308, 314, 316 & 000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx XX
000 0000-0000 and 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxxx XX
230 0000 000xx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx XX
245 Various Muskogee Muskogee OK
245.1 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX
245.2 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX
246 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX
268 000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxx XX
270 0000 Xxxxxxx 00 Xxxxx Xxxxxx Xxxxxx XX
271 000 Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX
275 0000 Xxxxx Xxxxxx X Xxxx Xxxx XX
278 2801 & 0000 Xxxxxxxx Xxxxxx Xx. Xxxxx Xxxxxxx XX
281 00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX
284 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxx XX
299 0000 Xxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX
312 0000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX
322 0000 Xxxx Xxxxxxxxx Xxxxxx Xx Xxxxxx Xxxxx XX
Cut-Off Date Original Monthly P&I Debt Annual P&I Debt Interest Primary Master
Loan # Zip Code Balance ($) Balance ($) Service ($) Service ($) Rate % Servicing Fee Servicing Fee
------ -------- ------------ ----------- ---------------- --------------- -------- ------------- -------------
24 89031 20,150,000 20,150,000 111,530.40 1,338,364.80 5.7500 0.010 0.010
26 91411 18,700,000 18,700,000 88,721.11 1,064,653.32 5.6000 0.010 0.010
28 80111 18,400,000 18,400,000 93,377.44 1,120,529.28 5.9900 0.010 0.010
34 89118 17,120,000 17,120,000 82,385.24 988,622.88 5.6800 0.010 0.010
42 29303 14,700,000 14,700,000 83,834.28 1,006,011.36 5.5400 0.010 0.010
47 94598 14,500,000 14,500,000 84,433.93 1,013,207.16 5.7300 0.010 0.010
51 89014 14,000,000 14,000,000 81,256.06 975,072.72 5.7000 0.010 0.010
59 55441 13,291,785 13,300,000 72,121.73 865,460.76 5.5800 0.010 0.010
63 92301 12,560,000 12,560,000 59,058.17 708,698.04 5.5500 0.010 0.010
67 75119 11,500,000 11,500,000 66,891.87 802,702.44 5.7200 0.010 0.010
69 94303 11,450,850 11,500,000 66,527.58 798,330.96 5.6700 0.010 0.010
85 74075 9,500,000 9,500,000 55,138.04 661,656.48 5.7000 0.010 0.010
88 77384 9,380,000 9,380,000 54,679.56 656,154.72 5.7400 0.010 0.010
96 94533 8,800,000 8,800,000 44,360.56 532,326.72 5.9500 0.010 0.010
123 98032 7,350,000 7,350,000 42,892.60 514,711.20 5.7500 0.010 0.010
135 92108 6,750,000 6,750,000 32,711.25 392,535.00 5.7200 0.010 0.010
136 92345 6,650,000 6,650,000 32,508.34 390,100.08 5.7700 0.010 0.010
142 84790 6,396,086 6,400,000 34,831.60 417,979.20 5.6100 0.010 0.010
149 76179 5,940,000 5,940,000 34,362.94 412,355.28 5.6700 0.010 0.010
152 Various 5,817,326 5,817,326 34,318.79 411,825.48 5.8500 0.010 0.010
152.1 80228 3,156,132 3,156,132
152.2 73160 1,549,374 1,549,374
152.3 73501 1,111,819 1,111,819
157 29301 5,692,172 5,700,000 35,412.64 424,951.68 5.6200 0.010 0.010
159 19127 5,640,000 5,640,000 33,200.70 398,408.40 5.8300 0.010 0.010
162 94533 5,600,000 5,600,000 28,229.44 338,753.28 5.9500 0.010 0.010
163 95687 5,600,000 5,600,000 28,229.44 338,753.28 5.9500 0.010 0.010
164 30253 5,571,866 5,575,000 31,265.66 375,187.92 5.8600 0.010 0.010
169 97389 5,345,389 5,350,000 31,561.84 378,742.08 5.8500 0.010 0.010
170 93726 5,300,000 5,300,000 25,684.39 308,212.68 5.7200 0.010 0.010
180 48328 5,000,000 5,000,000 29,401.36 352,816.32 5.8200 0.010 0.010
186 80301 4,850,000 4,850,000 27,965.28 335,583.36 5.6400 0.010 0.010
187 24501 4,800,000 4,800,000 28,317.16 339,805.92 5.8500 0.010 0.010
191 29910 4,750,000 4,750,000 28,356.61 340,279.32 5.9600 0.010
196 Various 4,550,000 4,550,000 22,512.39 270,148.68 5.8400 0.010 0.010
196.1 78041 1,911,765 1,911,765
196.2 77033 1,468,235 1,468,235
196.3 25271 1,170,000 1,170,000
199 80012 4,491,394 4,500,000 26,403.89 316,846.68 5.8000 0.010 0.010
203 73034 4,300,000 4,300,000 24,495.92 293,951.04 5.5300 0.010 0.010
210 56379 4,096,337 4,100,000 23,822.41 285,868.92 5.7100 0.010 0.010
215 97070 4,000,000 4,000,000 23,241.37 278,896.44 5.7100 0.010 0.010
218 11361 3,988,672 4,000,000 25,236.82 302,841.84 5.7800 0.010 0.010
221 85043 3,897,755 3,900,000 21,690.14 260,281.68 5.7900 0.010 0.010
222 57005 3,850,000 3,850,000 22,589.99 271,079.88 5.8000 0.010 0.010
227 80015 3,600,000 3,600,000 20,803.25 249,639.00 5.6600 0.010 0.010
230 98012 3,600,000 3,600,000 21,445.14 257,341.68 5.9400 0.010 0.010
245 74401 3,296,992 3,300,000 19,007.08 228,084.96 5.6300 0.010 0.010
245.1 74401 2,197,994 2,200,000
245.2 74401 1,098,997 1,100,000
246 98466 3,280,000 3,280,000 19,770.82 237,249.84 6.0500 0.010 0.010
268 31525 2,644,684 2,650,000 18,939.59 227,275.08 5.9700 0.010
270 35124 2,563,317 2,600,000 19,415.53 232,986.36 6.5200 0.010
271 29607 2,543,107 2,550,000 16,507.71 198,092.52 6.0500 0.010
275 85364 2,400,000 2,400,000 13,929.61 167,155.32 5.7000 0.010 0.010
278 56301 2,397,910 2,400,000 14,097.36 169,168.32 5.8100 0.010 0.010
281 89052 2,350,000 2,350,000 13,743.83 164,925.96 5.7700 0.010 0.010
284 71111 2,260,000 2,260,000 13,045.53 156,546.36 5.6500 0.010 0.010
299 30005 1,998,281 2,000,000 11,811.59 141,739.08 5.8600 0.010 0.010
312 77640 1,497,286 1,500,000 9,041.53 108,498.36 6.0500 0.010 0.010
322 71730 998,075 1,000,000 5,848.44 70,181.28 5.7700 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
------ ---------------- ------------ ------- -------- ------------ ---- ------- --------- ---------- -----
24 0.00071 0.02071 5.72929 Actual/360 132 11 130 4/11/2018 420
26 0.00071 0.02071 5.57929 Actual/360 120 11 119 5/11/2017 0
28 0.00071 0.02071 5.96929 Actual/360 60 11 58 4/11/2012 0
34 0.00071 0.02071 5.65929 Actual/360 120 11 119 5/11/2017 0
42 0.00071 0.02071 5.51929 Actual/360 120 11 118 4/11/2017 360
47 0.00071 0.02071 5.70929 Actual/360 120 11 119 5/11/2017 360
51 0.00071 0.02071 5.67929 Actual/360 120 11 119 5/11/2017 360
59 0.00071 0.02071 5.55929 Actual/360 120 11 119 5/11/2017 420
63 0.00071 0.02071 5.52929 Actual/360 120 11 119 5/11/2017 0
67 0.00071 0.02071 5.69929 Actual/360 120 11 120 6/11/2017 360
69 0.00071 0.02071 5.64929 Actual/360 120 11 116 2/11/2017 360
85 0.00071 0.02071 5.67929 Actual/360 120 11 119 5/11/2017 360
88 0.00071 0.02071 5.71929 Actual/360 120 11 116 2/11/2017 360
96 0.00071 0.02071 5.92929 Actual/360 64 11 63 9/11/2012 0
123 0.00071 0.02071 5.72929 Actual/360 120 11 120 6/11/2017 360
135 0.00071 0.02071 5.69929 Actual/360 120 11 119 5/11/2017 0
136 0.00071 0.02071 5.74929 Actual/360 120 11 119 5/11/2017 0
142 0.00071 0.02071 5.58929 Actual/360 120 11 119 5/11/2017 420
149 0.00071 0.02071 5.64929 Actual/360 120 11 119 5/11/2017 360
152 0.00071 0.02071 5.82929 Actual/360 120 11 119 5/11/2017 360
152.1
152.2
152.3
157 0.00071 0.02071 5.59929 Actual/360 120 11 119 5/11/2017 300
159 0.00071 0.02071 5.80929 Actual/360 120 11 118 4/11/2017 360
162 0.00071 0.02071 5.92929 Actual/360 64 11 63 9/11/2012 0
163 0.00071 0.02071 5.92929 Actual/360 64 11 63 9/11/2012 0
164 0.00071 0.02071 5.83929 Actual/360 120 11 119 5/11/2017 420
169 0.00071 0.02071 5.82929 Actual/360 120 11 119 5/11/2017 360
170 0.00071 0.02071 5.69929 Actual/360 120 11 118 4/11/2017 0
180 0.00071 0.02071 5.79929 Actual/360 120 11 120 6/11/2017 360
186 0.00071 0.02071 5.61929 Actual/360 120 11 118 4/11/2017 360
187 0.00071 0.02071 5.82929 Actual/360 120 11 119 5/11/2017 360
191 0.00071 0.0700 0.08071 5.87929 Actual/360 120 11 120 6/11/2017 360
196 0.00071 0.02071 5.81929 Actual/360 84 11 83 5/11/2014 0
196.1
196.2
196.3
199 0.00071 0.02071 5.77929 Actual/360 120 11 118 4/11/2017 360
203 0.00071 0.02071 5.50929 Actual/360 120 11 118 4/11/2017 360
210 0.00071 0.02071 5.68929 Actual/360 120 11 119 5/11/2017 360
215 0.00071 0.02071 5.68929 Actual/360 120 11 119 5/11/2017 360
218 0.00071 0.02071 5.75929 Actual/360 120 11 118 4/11/2017 300
221 0.00071 0.02071 5.76929 Actual/360 120 11 119 5/11/2017 420
222 0.00071 0.02071 5.77929 Actual/360 120 11 118 4/11/2017 360
227 0.00071 0.02071 5.63929 Actual/360 120 11 117 3/11/2017 360
230 0.00071 0.02071 5.91929 Actual/360 120 11 118 4/11/2017 360
245 0.00071 0.02071 5.60929 Actual/360 120 11 119 5/11/2017 360
245.1
245.2
246 0.00071 0.02071 6.02929 Actual/360 60 11 58 4/11/2012 360
268 0.00071 0.0900 0.10071 5.86929 Actual/360 120 11 119 5/11/2017 240
270 0.00071 0.0900 0.10071 6.41929 Actual/360 120 11 113 11/11/2016 240
271 0.00071 0.0900 0.10071 5.94929 Actual/360 120 11 118 4/11/2017 300
275 0.00071 0.02071 5.67929 Actual/360 120 11 118 4/11/2017 360
278 0.00071 0.02071 5.78929 Actual/360 120 11 119 5/11/2017 360
281 0.00071 0.02071 5.74929 Actual/360 120 11 118 4/11/2017 360
284 0.00071 0.02071 5.62929 Actual/360 120 11 119 5/11/2017 360
299 0.00071 0.02071 5.83929 Actual/360 120 11 119 5/11/2017 360
312 0.00071 0.02071 6.02929 Actual/360 120 11 118 4/11/2017 360
322 0.00071 0.02071 5.74929 Actual/360 120 11 118 4/11/2017 360
Loan # Rem. Amort Title Type ARD Loan
------ ---------- ------------- ---------------------------
24 420 Fee
26 0 Fee
28 0 Fee
34 0 Fee
42 360 Fee
00 000 Xxx
00 000 Fee
59 419 Fee
00 0 Xxx
00 000 Fee
69 356 Fee
00 000 Xxx
00 000 Fee
00 0 Xxx/Xxxxxxxxx
000 000 Fee
135 0 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
152.1 Fee
152.2 Fee
152.3 Fee
157 299 Fee
159 360 Fee
162 0 Fee/Leasehold
163 0 Fee/Leasehold
164 419 Fee
169 359 Fee
000 0 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
191 360 Fee
196 0 Fee Yes-Lender option to cancel
196.1 Fee
196.2 Fee
196.3 Fee
199 358 Fee
203 360 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
245.1 Fee
245.2 Fee
246 360 Fee
268 239 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
000 000 Xxx
000 000 Fee
322 358 Fee
ARD Environmental Cross
Loan # Step Up Insurance Defaulted
------ ------------------------------------------------------------------------------ ------------- ---------
24 Xx
00 Xx
00 Xx
00 Xx
00 Xx
47 No
51 No
59 Xx
00 Xx
00 Xx
00 Xx
00 Xx
00 No
96 No
123 No
135 No
136 No
142 No
149 No
152 No
152.1 No
152.2 No
152.3 Xx
000 Xx
000 Xx
000 Xx
000 Xx
164 No
169 No
170 No
180 No
186 No
187 No
191 No
196 Greater of: (i) Initial Interest Rate plus 4% or (ii) Treasury Rate plus 5.27% No
196.1 No
196.2 No
196.3 Xx
000 Xx
000 Xx
000 Xx
000 Xx
218 No
221 No
222 No
227 No
230 No
245 No
245.1 No
245.2 Xx
000 Xx
000 Xx
000 Xx
000 Xx
275 No
278 No
281 Xx
000 Xx
000 Xx
000 Xx
000 Xx
Partial Upfront Upfront
Cross Defeasance Letter of Lockbox Holdback Engineering Capex
Loan # Collateralized Allowed Credit Type Amount Reserve ($) Reserve ($)
------ -------------- ---------- --------- ------------------------------- -------- ----------- -----------
24
26
28 140,990 209,010
34
42 Hard
47 Yes 300,000
51 None at Closing, Springing Hard 140,312
59
63
67 Yes None at Closing, Springing Hard
69 Yes Hard 60,025
85 Yes
88
96 42,600 76,292
123
135
136
142
149
152 Hard
152.1
152.2
152.3
157 Yes
159
162 102,650 106,645
163 11,000 128,363
164
169
170 6,250
180 Yes
186
187 Hard
191
196 None at Closing, Springing Hard
196.1
196.2
196.3
199
203
210
215 None at Closing, Springing Hard 19,008
218
221
222
227
230 None at Closing, Springing Hard
245
245.1
245.2
246
268 20,000
270
271
275
278
281
284 5,914
299
312 3,750
322 None at Closing, Springing Hard
Upfront Upfront Upfront Upfront Monthly Monthly Monthly Monthly
TI/LC RE Tax Ins. Other Capex Capex TI/LC TI/LC
Loan # Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve Cap ($) Reserve ($) Reserve Cap ($)
------ ----------- ----------- ----------- ----------- ----------- --------------- ----------- ---------------
24 38,134 7,915 600,000 2,617 94,200
26 37,929 4,322 1,098 26,358 14,643 439,290
28 110,000 288,000 2,623 62,943 9,835 236,037
34
42 100,000 5,163 61,953 15,019
47 20,871 5,456 1,400,490 1,558 56,081 9,736 467,345
51 200,000 30,840 10,491 3,250,000 1,498 53,916 17,265 700,000
59
63 15,686 2,099 128,455 318 7,620 2,700 97,200
67 250,000 7,684 14,547 895,664
69 800,000 21,794 10,580 1,382,656 766 27,569 8,205 1,200,000
85 250,000 40,095 25,594 1,193 250,000
88 21,207 100,695
96 106 4,671 939
123 14,817 11,239 533 19,230 2,134 76,815
135 100,000 17,453 4,410 767 27,622 3,836 230,185
136 9,075 1,669 88,735 1,916 68,964
142 9,565 2,593 371,914 629 15,106 4,091 147,287
149 76,800 54,365 5,000
152 150,000 7,283 2,968 110,000 676 3,378 250,000
152.1
152.2
152.3
157 100,000 304,494 2,137
159 20,501 5,902 28,857 275 949 50,000
162 18,942 3,046 703
163 13,585 3,207 670
164 9,803 1,003 73,470 240 8,649 1,441 50,000
169 127,680 37,425 250,000 8,551 350,000
170 8,065 8,741 2,255 54,126
180 500,000 34,673 94,248 2,372 113,834
186 100,000 1,395 964 23,126 8,333 400,000
187 77,351 5,371 1,486 733 4,297 412,536
191 24,003 14,195 423 20,000 2,116 75,000
196 50,000
196.1
196.2
196.3
199 3,467 5,144 2,500 240,000
203 6,708 8,852 445
210 16,566 5,808 1,538 55,350
215 250,000 19,008
218 83,500 21,538 6,965 250,000
221 3,648 5,815 189,222 113 2,706 1,015 48,715
222 750 5,007 841,465 917 33,003 2,034 73,206
227 29,569 5,603 450 10,804 29,569
230 452 869 235 3,353
245 20,024 13,168
245.1
245.2
246 20,000 2,896 863 6,000 331 1,325
268 28,532 6,046 3,268 156,872
270 3,862 3,594
271 13,489 6,821 2,860 137,280
275 1,742 625 108 3,900 542 20,000
278 16,474 8,133 264 1,055 65,000
281 3,841 1,145 102 3,666 679 32,588
284 44,351 7,158 5,914 44,351
299 17,821 849 107 3,848 570 20,000
312 28,125 5,512 40,250 3,750
322 5,355 1,258 99 529
Monthly Monthly Monthly
RE Tax Ins. Other Xxxxx Xxxxx
Loan # Reserve ($) Reserve ($) Reserve ($) to Late to Default
------ ----------- ----------- ----------- ------- ----------
24 12,711 2,638 0 0
26 12,643 2,161 0 0
28 0 0
34 0 0
42 0 0
47 6,957 1,819 0 0
51 7,710 2,098 0 0
59 0 0
63 5,229 1,049 0 0
67 1,281 1,322 0 0
69 5,448 1,603 0 0
85 6,682 2,133 0 0
88 10,604 0 0
96 11,731 1,557 0 0
123 4,939 1,124 0 0
135 5,818 551 0 0
136 3,025 1,669 0 0
142 1,366 864 0 0
149 10,873 0 0
152 4,766 989 0 0
152.1
152.2
152.3
157 0 0
159 6,834 843 0 0
162 6,314 1,015 0 0
163 4,528 1,069 0 0
164 1,225 502 0 0
169 4,678 0 0
170 4,033 1,748 0 0
180 2,889 0 0
186 12,533 697 0 0
187 2,685 743 0 0
191 3,429 1,420 0 0
196 0 0
196.1
196.2
196.3
199 3,467 643 0 0
203 3,354 712 0 0
210 5,522 1,162 0 0
215 0 0
218 16,700 2,692 0 0
221 1,216 485 0 0
222 750 1,252 0 0
227 3,708 467 0 0
230 452 217 0 0
245 3,337 3,292 0 0
245.1
245.2
246 2,896 431 0 0
268 3,566 2,015 0 0
270 2,250 1,586 0 0
271 2,698 1,364 0 0
275 1,742 208 0 0
278 5,491 739 0 0
281 1,280 286 0 0
284 1,304 0 0
299 2,063 424 0 0
312 1,378 0 0
322 669 157 0 0
