MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of November 1, 2007
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans") acquired from other entities (the "Other Sellers"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes of mortgage pass-through certificates (the "Certificates"). One
or more "real estate mortgage investment conduit" ("REMIC") elections will be
made with respect to most of the Trust Fund. The Trust Fund will be created and
the Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of November 1, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser as depositor, Xxxxx Fargo Bank, National Association ("Xxxxx Fargo")
and Midland Loan Services, Inc. as master servicers (each, in such capacity, a
"Master Servicer"), LNR Partners, Inc. as special servicer (the "Special
Servicer"), LaSalle Bank National Association as trustee (the "Trustee") and
Xxxxx Fargo as certificate administrator (the "Certificate Administrator").
Capitalized terms used but not defined herein (including the schedules attached
hereto) have the respective meanings set forth in the Pooling and Servicing
Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
November 1, 2007 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), Natixis
Securities North America Inc. ("Natixis Securities"), Xxxxxxx, Sachs & Co.
("Xxxxxxx Xxxxx") and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx";
Xxxxxxx Xxxxx, Countrywide Securities, Natixis Securities, Xxxxxxx Sachs and
Xxxxxx Xxxxxxx, collectively, in such capacity, the "Underwriters"), whereby the
Purchaser will sell to the Underwriters all of the Certificates that are to be
registered under the Securities Act of 1933, as amended (such Certificates, the
"Publicly-Offered Certificates"). The Purchaser has also entered into a
Certificate Purchase Agreement, dated as of November 1, 2007 (the "Certificate
Purchase Agreement"), with Xxxxxxx Xxxxx for itself and as representative of
Countrywide Securities (together in such capacity, the "Initial Purchasers"),
whereby the Purchaser will sell to the Initial Purchasers all of the remaining
Certificates (such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be
amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant
to the terms hereof. The Mortgage Loans are expected to have an aggregate
principal balance of $822,080,570 (the "MLML 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 MLML Mortgage Loan Balance, together with
the aggregate principal balance of the Other Mortgage Loans as of the Cut-off
Date (after giving effect to any payments due on or before such date, whether or
not such payments are received), is expected to equal an aggregate principal
balance (the "Cut-off Date Pool Balance") of $2,809,835,146 (subject to a
variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall
take place on November 14, 2007 or such other date as shall be mutually
acceptable to the parties to this Agreement (the "Closing Date"). The
consideration (the "Purchase Consideration") for the Mortgage Loans shall be
equal to (i) approximately 101.73825% of the MLML Mortgage Loan Balance as of
the Cut-off Date, plus (ii) $1,872,066.99, which amount represents the amount of
interest accrued on the MLML Mortgage Loan Balance, as agreed to by the Seller
and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its designee
by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, the sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially
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Designated Mortgage Loan Documents and (ii) on or before the date that is 30
days after the Closing Date, the remaining documents and instruments specified
below that are not Specially Designated Mortgage Loan Documents with respect to
each Mortgage Loan (the documents and instruments specified below and referred
to in clauses (i) and (ii) preceding, collectively, a "Mortgage File"). All
Mortgage Files so delivered will be held by the Trustee in escrow for the
benefit of the Seller at all times prior to the Closing Date. The Mortgage File
with respect to each Mortgage Loan that is a Serviced Trust Mortgage Loan shall
contain the following documents:
(i) (A) the original executed Mortgage Note for the subject
Mortgage Loan, including any power of attorney related to the execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the
order of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage
Pass-Through Certificates, Series 2007-9, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals
or copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office or, in the case of a MERS Mortgage Loan (as defined below), an
original or a copy of the Mortgage, together with any and all intervening
assignments thereof, in each case (unless not yet returned by the
applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recording office, with language noting the
presence of the MIN (as defined below) of such Mortgage Loan and language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(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 or, in the case of a MERS Mortgage Loan, an original or
copy of any related Assignment of Leases (if such item is a document
separate from the Mortgage), together with any and all intervening
assignments thereof, in each case with evidence of recording indicated
thereon or certified by the applicable recording office, with language
noting the presence of the MIN of such Mortgage Loan and language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(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
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Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through
Certificates, Series 2007-9 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage
Pass-Through Certificates, Series 2007-9, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank or, in the case of a MERS Mortgage Loan, evidence from MERS
indicating the Trustee's ownership of such Mortgage Loan on the MERS(R)
System and the Trustee as the beneficiary of the assignment(s) of (x) the
Mortgage, (y) any related Assignment of Leases (if such item is a document
separate from the Mortgage) and (z) any other recorded document relating to
such Mortgage Loan otherwise included in the Mortgage File;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above) in favor of LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-9,
Commercial Mortgage Pass-Through Certificates, Series 2007-9 (or, in the
case of a Loan Combination, in favor of LaSalle Bank National Association,
as trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, and
in its capacity as lead lender on behalf of the holder(s) of the related
Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage Loan (to
the extent not already evidenced pursuant to clause (iv) above), evidence
from MERS indicating the Trustee's ownership of the Mortgage Loan on the
MERS(R) System and the Trustee as beneficiary of the assignment(s) of
unrecorded documents related to the Mortgage Loan;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or located,
an original or copy of an irrevocable, binding commitment (which may be a
pro forma policy or a marked version of the policy that has been executed
by an authorized representative of the title company or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company) to issue such title
insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-9, Commercial Mortgage Pass-Through Certificates, Series 2007-9, as
assignee (or, in the case of a Loan
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Combination, in favor of LaSalle Bank National Association, as trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2007-9,
Commercial Mortgage Pass-Through Certificates, Series 2007-9, and in its
capacity as lead lender on behalf of the holder of the related Non-Trust
Loan(s)), or in blank or, in the case of a MERS Mortgage Loan, evidence
from MERS indicating the Trustee's ownership of such Mortgage Loan on the
MERS(R) System and the Trustee as the beneficiary of any effective UCC
Financing Statement in favor of the Seller on record with the applicable
public office for UCC Financing Statements;
(ix) an original or a copy of any Ground Lease, guaranty or
ground lessor estoppel;
(x) an original or a copy of any intercreditor agreement relating
to permitted debt of the Mortgagor and any intercreditor agreement relating
to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan;
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination,
an original or a copy of the related Loan Combination Co-Lender Agreement.
The Mortgage File with respect to the Farallon Portfolio Trust
Mortgage Loan shall contain the following documents:
(i) the original executed Mortgage Note for such Mortgage Loan,
including any power of attorney related to the execution thereof (or a lost
note affidavit and indemnity with a copy of such Mortgage Note attached
thereto), together with any and all intervening endorsements thereon,
endorsed on its face or by allonge attached thereto (without recourse,
representation or warranty, express or implied) to the order of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through
Certificates, Series 2007-9, or in blank;
(ii) an executed copy of the related Loan Combination Co-Lender
Agreement; and
(iii) an executed copy of the related Outside Servicing
Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
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The Seller hereby further represents and warrants that with respect to
the Farallon Portfolio Trust Mortgage Loan, it has delivered to the related
Outside Trustee the documents constituting the "Mortgage File" within the
meaning of the related Outside Servicing Agreement in connection with its sale
of the Farallon Portfolio Non-Trust Loan to the Depositor.
For purposes of this Section 2(c):
"MERS" means Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.
"MERS Mortgage Loan" means any Mortgage Loan registered with MERS on
the MERS(R) System, as to which MERS is acting as mortgagee, solely as nominee
for the Seller and its successors and assigns, which Mortgage Loans are
identified on Schedule III hereto.
"MERS(R) System" means the system of recording transfers of mortgages
electronically maintained by MERS.
"MIN" means the mortgage identification number on the MERS(R) System
for any MERS Mortgage Loan.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing; provided that, in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
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If, on the Closing Date as to any MERS Mortgage Loan, the Seller does
not deliver written evidence of the Trustee's ownership of such Mortgage Loan on
the MERS(R) System showing the Trustee as a beneficiary of the assignment
referred to in each of clause (iv) and (v) of the definition of "Mortgage File"
or the UCC Financing Statements referred to in clause (viii) of the definition
of "Mortgage File", the Seller may satisfy the delivery requirements of this
Agreement and Section 2.01(b) of the Pooling and Servicing Agreement by
delivering such evidence of ownership within 90 days following the Closing Date;
provided that, during such time, the Seller shall execute any documents
requested by the Master Servicer or the Special Servicer with respect to such
MERS Mortgage Loan that, in the reasonable discretion of the Master Servicer or
the Special Servicer (exercised in accordance with the Servicing Standard), are
necessary to evidence the Trustee's ownership of, or are otherwise required for
an immediate servicing need with respect to, such Mortgage Loan.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer in connection with its duties under the
Pooling and Servicing Agreement, and (c) are in the possession or under the
control of the Seller, together with all unapplied escrow amounts and reserve
amounts in the possession or under the control of the Seller that relate to the
Mortgage Loans, shall be delivered or caused to be delivered by the Seller to
the applicable Master Servicer (or, at the direction of such Master Servicer, to
the appropriate sub-servicer); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications, credit
underwriting, legal or other due diligence analyses, credit committee briefs or
memoranda or other internal approval documents or data or internal worksheets,
memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee,
for its administrative convenience in reviewing the Mortgage Files, a mortgage
loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding,
the failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
applicable Master Servicer, the initial data (as of the Cut-off Date or the most
recent earlier date for which such data is available) contemplated by the CMSA
Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
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(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 corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation or
bylaws, (B) violate any law or regulation or any administrative decree or
order to which it is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other 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
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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 contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties pursuant
to Regulation AB. For purpose of this Agreement, "Regulation AB" shall mean
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
Sections 229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its
staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement,
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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 Certificate Administrator setting forth the reason(s) such
Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the
10
affected Crossed Loan determined at the time of repurchase or substitution,
based upon an appraisal obtained by the Special Servicer at the expense of the
Seller; provided, that if such debt service coverage and loan-to-value criteria
are satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to the delivery by the Seller to the Certificate Administrator,
at the expense of the Seller, of an Opinion of Counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions. In the event that one or more of such other Crossed Loans satisfy
the aforementioned criteria, the Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Document
Defect or Breach exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Loan Group. All documentation relating to the
termination of the cross-collateralization provisions of a Crossed Loan being
repurchased shall be prepared at the expense of the Seller and, where required,
with the consent of the related Mortgagor. For a period of two years from the
Closing Date, so long as there remains any Mortgage File relating to a Mortgage
Loan as to which there is any uncured Document Defect or Breach known to the
Seller that existed as of the Closing Date, the Seller shall provide, once every
90 days, the officer's certificate to the Certificate Administrator described
above as to the reason(s) such Document Defect or Breach remains uncured and as
to the actions being taken to pursue cure; provided, however, that, without
limiting the effect of the foregoing provisions of this Section 3(c), if such
Document Defect or Breach shall materially and adversely affect the value of
such Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the second and third provisos in the sole sentence of the preceding
paragraph), the Seller shall in all cases on or prior to the second anniversary
of the Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on the Seller's right to cure a Document Defect or Breach as set forth in this
Section 3). The delivery of a commitment to issue a policy of lender's title
insurance as described in representation 8 set forth on Schedule I hereto in
lieu of the delivery of the actual policy of lender's title insurance shall not
be considered a Document Defect or Breach with respect to any Mortgage File if
such actual policy of insurance is delivered to the Trustee or a Custodian on
its behalf not later than the 180th day following the Closing Date.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
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If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Certificate
Administrator an Opinion of Counsel that such modification shall not cause an
Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Trust Fund in connection with such release,
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Mortgage Loan documents and the Seller provides an opinion of
counsel to the effect that such release would not cause either of REMIC I or
REMIC II to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions and (iii) each Rating Agency then rating
the Certificates shall have provided written confirmation that such release
would not cause the then-current ratings of the Certificates rated by it to be
qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller
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shall be deemed to have cured the breach of representation 30 in all respects.
To the extent any fees or expenses that are the subject of a cure by the Seller
are subsequently obtained from the related Mortgagor, the cure payment made by
the Seller shall be returned to the Seller. Notwithstanding the prior provisions
of this paragraph, the Seller, acting in its sole discretion, may effect a
repurchase or substitution (in accordance with the provisions of this Section
3(c) setting forth the manner in which a Mortgage Loan may be repurchased or
substituted) of a Mortgage Loan, as to which representation 30 set forth on
Schedule I has been breached, in lieu of paying the costs and expenses that were
the subject of the breach of representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the applicable Master Servicer's Collection
Account, and, if applicable, the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the
Trustee and the applicable Master Servicer, respectively, (i) the Trustee shall
be required to execute and deliver such endorsements and assignments as are
provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the applicable
Master Servicer and the Special Servicer shall each tender to the Seller, upon
delivery to each of them of a receipt executed by the Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and (iii) the applicable Master Servicer and the Special Servicer shall
release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee (on whose behalf the
Certificate Administrator may act) on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any
13
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
(f) If, upon any payment in full with respect to any MERS Mortgage
Loan, none of the Trustee, the Master Servicer or any Sub-Servicer of such
Mortgage Loan is registered with MERS and is unable to reflect the release of
the related Mortgage on the MERS(R) System, the Seller shall take all necessary
action to reflect the release of such Mortgage on the MERS(R) System and shall
take such other actions as are necessary to enable the Master Servicer and the
Trustee to comply with the provisions of Section 3.10 of the Pooling and
Servicing Agreement and any other provisions relating to the release of the
Mortgage Loan or the related Mortgage File.
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
14
to perform its obligations under this Agreement or that requires the consent of
any third person to the execution of this Agreement or the performance by the
Purchaser of its obligations under this Agreement (except to the extent such
consent has been obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the applicable Master Servicer, respectively, all
documents represented to have been or required to be delivered to the Trustee
and such Master Servicer pursuant to Section 2 of this Agreement;
15
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firm of Ernst
& Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of November 1, 2007, among the
Seller, the Other Sellers, the Purchaser, the Underwriters and the Initial
Purchasers.
Both parties agree to use their best reasonable efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the agreement(s) pursuant to which the servicing rights with respect
to the Mortgage Loans are being sold to the applicable Master Servicer (such
agreement(s), individually or collectively, as the case may be, the "Servicing
Rights Purchase Agreement");
(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;
16
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that (i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that leads him/her to believe that the Specified Portions of the Free Writing
Prospectus (when read together with the free writing prospectus which was
distributed to prospective investors in the Certificates by e-mail on November
1, 2007), as of the Time of Sale or as of the Closing Date, included or include
any untrue statement of a material fact relating to the Mortgage Loans or
omitted or omit to state therein a material fact necessary in order to make the
statements therein relating to the Mortgage Loans, in light of the circumstances
under which they were made, not misleading, (ii) such officer has carefully
examined the Specified Portions (as defined below) of the Prospectus Supplement
and nothing has come to his/her attention that leads him/her to believe that the
Specified Portions of the Prospectus Supplement, as of the date of the
Prospectus Supplement or as of the Closing Date, included or include any untrue
statement of a material fact relating to the Mortgage Loans or omitted or omit
to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading.
The "Specified Portions" of the Free Writing Prospectus shall consist
of Annex A-1 to the Free Writing Prospectus, entitled "Certain Characteristics
of the Mortgage Loans" (insofar as the information contained in Annex A-1
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to
the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as
the information contained in Annex A-1(YM) relates to the Mortgage Loans sold by
the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Free Writing Prospectus, entitled "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which
accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent
with Annex X-0, Xxxxx X-0(XX), Xxxxx X-0 and/or Annex B and only insofar as the
information contained therein relates to the Mortgage Loans sold by the Seller
hereunder), and the following sections of the Free Writing Prospectus (only to
the extent that any such information relates to the Seller (solely in its
capacity as a seller, sponsor or originator of the Mortgage Loans sold by the
Seller hereunder), or the Mortgage Loans sold by the Seller hereunder and
exclusive of any statements in such sections that purport to describe the
servicing and administration provisions of the Pooling and Servicing Agreement
and exclusive of aggregated numerical information that includes the Other
Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of
17
Offering Prospectus--The Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Mortgage Loans", "Description of the
Mortgage Pool", "Servicing of the Farallon Portfolio Loan Combination",
"Transaction Participants--The Sponsors" and "Affiliations and Certain
Relationships and Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist of
Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of the
Mortgage Loans" (insofar as the information contained in Annex A-1 relates to
the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the
Prospectus Supplement entitled "Yield Maintenance Formulas" (insofar as the
information contained in Annex A-1(YM) relates to the Mortgage Loans sold by the
Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain
Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans" (insofar as the information contained in Annex C
relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which
accompanies the Prospectus Supplement (insofar as such CD-ROM is consistent with
Annex X-0, Xxxxx X-0(XX), Xxxxx X-0 and/or Annex B and only insofar as the
information contained therein related to the Mortgage Loans sold by the Seller
hereunder), and the following sections of the Prospectus Supplement (only to the
extent that any such information relates to the Seller (solely in its capacity
as a seller, sponsor or originator of the Mortgage Loans sold by the Seller
hereunder), or the Mortgage Loans sold by the Seller hereunder and exclusive of
any statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Prospectus Supplement--Relevant Parties--Sponsors/Mortgage Loan
Sellers", "Summary of Prospectus Supplement--The Mortgage Loans and the
Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans",
"Description of the Mortgage Pool", "Servicing of the Farallon Portfolio Loan
Combination", "Transaction Participants--The Sponsors" and "Affiliations and
Certain Relationships and Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means the Offering Prospectus dated October
25, 2007, and relating to the Publicly Offered Certificates.
"Memorandum" means the confidential Private Placement Memorandum dated
November 1, 2007, and relating to the Private Certificates;
"Prospectus" means the prospectus dated May 10, 2007.
18
"Prospectus Supplement" means the prospectus supplement dated November
1, 2007, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means November 1, 2007, at 11:10 a.m.
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) an original or a copy of a certificate of good standing
of the Seller issued by the State of Delaware not earlier than 30 days prior to
the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Certificate Administrator, the
Underwriters, the Initial Purchasers and each of the Rating Agencies, together
with such other written opinions, including as to insolvency matters, as may be
required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in 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
19
Account whether in the form of cash, instruments, securities or other property;
(iii) the assignment to the Trustee of the interest of the Purchaser as
contemplated by Section 1 of this Agreement shall be deemed to be an assignment
of any security interest created hereunder; (iv) the possession by the Trustee
or any of its agents, including, without limitation, the Custodian, of the
Mortgage Notes, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be possession by
the secured party for purposes of perfecting the security interest pursuant to
Section 9-313 of the UCC of the applicable jurisdiction; and (v) notifications
to persons (other than the Trustee) holding such property, and acknowledgments,
receipts or confirmations from persons (other than the Trustee) holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement. The Seller
does hereby consent to the filing by the Purchaser of financing statements
relating to the transactions contemplated hereby without the signature of the
Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller hereby
agrees to deliver to the Purchaser any disclosure information relating to any
event, specifically relating to the Seller (that arise from its role as sponsor
with respect to the Mortgage Loans), reasonably determined in good faith by the
Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form)
insofar as such disclosure is required under Item 1117 or 1119 of Regulation AB
or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts to deliver
proposed disclosure language relating to any event, specifically relating to the
Seller (that arise from its role as sponsor with respect to the Mortgage Loans),
described under Item 1117 or 1119 of Regulation AB or Item 1.03 to Form 8-K to
the Purchaser as soon as reasonably practicable after the Seller becomes aware
of such event and in no event more than two (2) business days following the
occurrence of such event if such event is reportable under Item 1.03 to Form
8-K. The obligation of the Seller to provide the above referenced disclosure
materials in any fiscal year of the Trust Fund will terminate upon the Trustee
filing a Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 8.16 of the Pooling and Servicing Agreement or the
reporting requirements with respect to the Trust Fund under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports on Form
8-K, Form 10-D or Form 10-K with respect to the Trust Fund as required under the
1934 Act and any applicable rules promulgated thereunder and as required under
Regulation AB.
SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent either
by certified mail (return receipt requested) or by courier service (proof of
delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party.
20
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when received, in each case given or addressed as
aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND
THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL
BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
21
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
22
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]
23
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
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
MLML MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx, Xxx Xxxx
Xxx Xxxx 00000
Attention: Director of CMBS Securitization
and
Xxxxxxx Xxxxx Mortgage Lending, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global Commercial Real Estate in the Office of
the General Counsel
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitizations
and to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Co-Lender Agreement). The Seller has validly
and effectively conveyed to the Purchaser all legal and beneficial interest in
and to each Mortgage Loan free and clear of any pledge, lien, charge, security
interest or other encumbrance (except for certain servicing rights as provided
in the Pooling and Servicing Agreement, any permitted subservicing agreements
and servicing rights purchase agreements pertaining thereto); provided that
recording and/or filing of various transfer documents are to be completed after
the Closing Date as contemplated hereby and by the Pooling and Servicing
Agreement; and provided, further that, if the related Mortgage and/or Assignment
of Leases has been recorded in the name of MERS or its designee, no assignment
of Mortgage and/or assignment of Assignment of Leases in favor of the Trustee is
required to be prepared or delivered and instead, the Seller shall take all
actions as are necessary to cause the Trust to be shown as the owner of the
Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS. The sale of
the Mortgage Loans to the Purchaser or its designee does not require the Seller
to obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Purchaser or its designee and each such endorsement is, or shall
be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in November 2007, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
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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
policy); (c) exceptions and exclusions specifically referred to in such lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy, a "marked-up" commitment binding upon the title insurer or escrow
instructions binding on the title insurer and irrevocably obligating the title
insurer to issue such title insurance policy); (d) other matters to which like
properties are commonly subject; (e) the rights of tenants (as tenants only)
under leases (including subleases) pertaining to the related Mortgaged Property;
(f) if such Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the
lien of the Mortgage for another Mortgage Loan contained in the same Crossed
Group; (g) if the related Mortgaged Property consists of one or more units in a
condominium, the related condominium declaration; and (h) the rights of the
holder of any Non-Trust Loan that is part of a related Loan Combination to which
any such Mortgage Loan belongs. The Permitted Encumbrances do not, individually
or in the aggregate, materially and adversely interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee (or, in the case of the Farallon Portfolio
Trust Mortgage Loan, in favor of the related Outside 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 (or, in the case of the Farallon Portfolio
Trust Mortgage Loan, in favor of the related Outside Trustee); provided that, if
the related Mortgage and/or Assignment of Leases has been recorded in the name
of MERS or its designee, no assignment of Mortgage and/or assignment of
Assignment of Leases in favor of the Trustee is required to be prepared or
delivered and instead, the Seller shall take all actions as are necessary to
cause the Trust to be shown as the owner of the Mortgage Loan on the records of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any Non-Trust Loan that is part
I-2
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 (or, in the case of the Farallon
Portfolio Trust Mortgage Loan, in favor of the related Outside 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 (or, in the case
of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside
Trustee); provided that, if the related Mortgage and/or Assignment of Leases has
been recorded in the name of MERS or its designee, no assignment of Mortgage
and/or assignment of Assignment of Leases in favor of the Trustee is required to
be prepared or delivered and instead, the Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. 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, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) October 12, 2007 and (b) the
closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that
I-3
would materially and adversely affect its Value as security for such Mortgage
Loan (except in any such case where an escrow of funds, letter of credit or
insurance coverage exists sufficient to effect the necessary repairs and
maintenance). As of the date of origination of the Mortgage Loan, there was no
proceeding pending for the condemnation of all or any material part of the
related Mortgaged Property. As of the Closing Date, the Seller has not received
notice and has no knowledge of any proceeding pending for the condemnation of
all or any material portion of the Mortgaged Property securing any Mortgage
Loan. As of the date of origination of each Mortgage Loan and, to the Seller's
knowledge, as of the date hereof, (a) none of the material improvements on the
related Mortgaged Property encroach upon the boundaries and, to the extent in
effect at the time of construction, do not encroach upon the building
restriction lines of such property, and none of the material improvements on the
related Mortgaged Property encroached over any easements, except, in each case,
for encroachments that are insured against by the lender's title insurance
policy referred to in representation 8 below or that do not materially and
adversely affect the Value or current use of such Mortgaged Property and (b) no
improvements on adjoining properties encroached upon such Mortgaged Property so
as to materially and adversely affect the Value of such Mortgaged Property,
except those encroachments that are insured against by the lender's title
insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a"marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue the title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property and is not secured by a single Mortgage,
each related Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee (or,
in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the
related Outside Trustee) as sole insured (except with respect to the rights of
the holder of any Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs) without the consent of or notice to the
insurer. Such Title Policy contains no exclusion for whether, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available) that, (a) the
related Mortgaged Property has access to a public road, and (b) the area shown
on the survey, if any, reviewed or prepared in connection with the origination
of the related Mortgage Loan is the same as the property legally described in
the related Mortgage.
I-4
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee (in the case of the Farallon Portfolio Trust Mortgage
Loan, subject to the rights of the related Outside Trustee), pending the
satisfaction of certain conditions relating to leasing, repairs or other matters
with respect to the related Mortgaged Property), and there is no obligation for
future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism provided that such insurance is
generally available at commercially reasonable rates.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either 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
I-5
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 lesser of (a) the amount estimated in such Environmental Report as
sufficient to pay the costs of such remediation or (b) the principal balance of
the Mortgage Loan, has a term ending no sooner than the date which is five years
after the maturity date of the Mortgage Loan to which it relates and either does
not provide for a deductible or the deductible amount is held in escrow and all
premiums have been paid in full. Each Mortgagor represents and warrants in the
related Mortgage Loan documents that except as set forth in certain
environmental reports and to its knowledge it has not used, caused or permitted
to exist and will not use, cause or permit to exist on the related Mortgaged
Property any hazardous materials in any manner which violates federal, state or
local laws, ordinances, regulations, orders, directives or policies governing
the use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any
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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,
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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 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
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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. Leasehold Estate. If any Mortgage Loan is secured by the interest
of a Mortgagor as a lessee under a ground lease of all or a material portion of
a Mortgaged Property (together with any and all written amendments and
modifications thereof and any and all estoppels from or other agreements with
the ground lessor, a "Ground Lease"), but not by the related fee interest in
such Mortgaged Property or such material portion thereof (the "Fee Interest"),
then:
(i) such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage; and there has been no material
change in the terms of such Ground Lease since its recordation, with the
exception of material changes reflected in written instruments which are a
part of the related Mortgage File; and if required by such Ground Lease,
the lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor
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thereunder (or, if such consent is required, it has been obtained);
provided that such Ground Lease has not been terminated and all amounts
owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under such Ground Lease) to cure any default
under such Ground Lease, which is curable after the receipt of notice of
any such default, before the lessor thereunder may terminate such Ground
Lease;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term which does not end prior to the
5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if exercised,
would cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
(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
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lender in the lending area where the related Mortgaged Property is located
at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Accordingly,
each Mortgage Loan is directly secured by an interest in real property (within
the meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and
either (1) the fair market value of the interest in real property which secures
such Mortgage Loan was at least equal to 80% of the principal amount of such
Mortgage Loan at the time the Mortgage Loan was (a) originated or modified
(within the meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b)
contributed to the Trust Fund, or (2) substantially all of the proceeds of such
Mortgage Loan were used to acquire, improve or protect an interest in real
property and such interest in real property was the only security for the
Mortgage Loan at the time such Mortgage Loan was originated or modified. For
purposes of the previous sentence, the fair market value of the referenced
interest in real property shall first be reduced by (1) the amount of any lien
on such interest in real property that is senior to the Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is in
parity with the Mortgage Loan.
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
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in full, and (b) a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
Value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage Loan
(which will also be an asset of the Trust Fund) cross collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any mortgage lien junior to or of equal priority with the
lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the
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related Mortgagor, the related lessee, franchisee or operator was in possession
of all material licenses, permits and franchises required by applicable law for
the ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any Crossed
Loan Group, the sum of the amounts of the respective Mortgages recorded on the
related Mortgaged Properties with respect to such Mortgage Loans is at least
equal to the total amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
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.
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31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate.
32. Inspection. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due inquiry
consistent with the inquiry a reasonably prudent commercial mortgage lender
would conduct under similar circumstances, there exists no material default,
breach, violation or event of acceleration under the Mortgage Note or Mortgage
for any Mortgage Loan (other than payments due but not yet 30 days or more
delinquent); provided, however, that this representation and warranty does not
cover any default, breach, violation or event of acceleration that pertains to
or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor with respect to a Mortgage Loan
that is cross-collateralized and cross-defaulted with the subject Mortgage Loan)
and, that it holds itself out as a legal entity (separate and apart from any
other person), that it will not guarantee or assume the debts of any other
person, that it will not commingle assets with affiliates, and that it will not
transact business with affiliates
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(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 or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related information which is not yet available to the Seller) executed and
delivered in favor of the Trustee (or in the case of the Farallon Portfolio
Trust Mortgage Loan, in favor of the related Outside 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 (or in the case of the Farallon Portfolio Trust Mortgage Loan, in
favor of the related Outside Trustee); provided that, if the related security
agreement and/or UCC Financing Statement has been recorded in the name of MERS
or its designee, no assignment of security agreement and/or UCC Financing
Statement in favor of the Trustee is required to be prepared or delivered and
instead, the Seller shall take all actions as are necessary to cause the Trust
to be shown as the
I-15
owner of the Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to the
extent that possession or control of such items or actions other than the filing
or recording of UCC Financing Statements are required in order to effect such
perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date or, in the case of an ARD Loan,
prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
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
I-16
received and, to the extent of any remaining balances of such escrow deposits,
are in the possession or under the control of Seller or its agents (which shall
include the applicable Master Servicer). All such escrow deposits are being
conveyed hereunder to the Purchaser. Any and all material requirements under
each Mortgage Loan as to completion of any improvements and as to disbursement
of any funds escrowed for such purpose, which requirements were to have been
complied with on or before the date hereof, have been complied with in all
material respects or, if and to the extent not so complied with, the escrowed
funds (or an allocable portion thereof) have not been released except in
accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than 15 days from the applicable Due Date or five (5)
days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices with respect to
each Mortgage Loan have, in all material respects, met customary standards
utilized by prudent commercial mortgage loan servicers with respect to whole
loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof,
I-17
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.
I-18
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation 4
Farallon Portfolio The related Mortgage Loans that will be
included in the trust are senior and
subordinate loans in a multiple loan structure,
each loan of which (whether or not included in
the trust) is secured by the same mortgage
instrument and is cross defaulted with the
others.
The related Mortgagor owns approximately 143
manufactured homes (out of 57,000 pads) for
which either no lien was created or the lien
may not be perfected.
No lien was created on Mortgagor's (i) mineral
rights, if any, (ii) leasehold interest in a
lake and related amenities at Cypress Shores
manufactured home community, (iii) leasehold
interest in land leased from municipal airport
at Cypress Shores manufactured home community
that affects up to ten (10) homesites, and (iv)
three (3) leased homesites for manufactured
homes at Sunnyside manufactured home community.
Certain states and municipalities have adopted
laws and regulations specifically regulating
the ownership and operation of manufactured
home communities which may grant to community
residents a right of first refusal on a sale of
their community by the owner to a third-party.
A portion of Portside manufactured home
community is subject to a right of first
refusal in favor of a third party that applies
if such portion of such manufactured home
community (but not the entire manufactured home
community) is conveyed.
Representation 5
Parkside Village The Mortgagor consists of two limited liability
companies that own the Mortgaged Property as
tenants-in-common (the "TIC MORTGAGORS").
Ambiance Parkside LLC ("AMBIANCE"), one of the
TIC Mortgagors, has entered into a master lease
(the "MASTER LEASE") with respect to its
interest in the Mortgaged Property and the
master lessee under such Master Lease owns an
interest in any payments due under any leases
such master lessee enters into with tenants of
such Mortgaged Property. In connection with a
1031 Exchange, by February 15, 2008 the sole
member of Ambiance is required to transfer all
of its membership interest in Ambiance to Rich
& Rich Associates, L.P. (the "1031 EXCHANGE").
Simultaneously with the 1031 Exchange, Ambiance
is required to terminate such Master Lease. If
the 1031 Exchange does not occur by February
15, 2008 the Mortgage Loan becomes full
recourse with respect to the Mortgagor and
related guarantor.
Representation 7
Farallon Portfolio Certain Mortgaged Properties located in states
where affirmative title insurance coverage for
encroachments is not available contain
improvements which encroach upon easements,
property boundaries and/or building restriction
lines or adjoin properties that contain the
same concerning such Mortgaged Properties.
Xxxxx-X-0
Xxxxxxxxxxxxxx 0
Xxxxxxxx Xxxxxxxxx The related title insurance policy does not
cover any manufactured houses owned by the
related Mortgagor.
El Camino Real The related Mortgage Loan is the first priority
"A Loan" of an A/B structured loan transaction.
The corresponding subordinate B Loan (the "B
LOAN") is not included in the sale by the
mortgagee to the Purchaser. The Mortgage and
Title Policy are each in the amount of the sum
of the principal balances of the Mortgage Loan
and the corresponding subordinate B Loan.
Representation 10
Farallon Portfolio The related Mortgage Loan documents do not
require the related Mortgagor to obtain and
maintain insurance coverage for acts of
terrorism.
Golfside Lake I & II The Mortgage Loan documents do not require the
Mortgagor to obtain liability terrorism
insurance provided that the mortgagee may
request that the Mortgagor procure or cause to
be obtained liability terrorism insurance.
South Yosemite Street For so long as the Sears lease is in full force
and effect, the general liability and the
business interruption or rent loss insurance
policies may exclude coverage for losses
resulting from acts of terrorism.
West Pacific Industrial Center The Mortgage Loan documents require that the
Mortgagor maintain terrorism insurance as long
as and to the extent that the insurance is
available at a commercially reasonable rate.
Northwestern Office The Mortgagor is not be obligated to expend
more than two (2) times the amount of the then
current insurance premiums paid by Mortgagor
for all of the insurance required to be
maintained by the Mortgage Loan documents
(excluding any coverage for acts of terrorism)
for terrorism insurance (as such amount may be
adjusted from time to time based on the change
(expressed as a percentage) in the consumer
price index (using the then most recent
consumer price index) from the consumer price
index most recently released on or prior to the
date hereof), (the "TERRORISM INSURANCE CAP")
provided, however, if the cost of terrorism
insurance exceeds the Terrorism Insurance Cap,
Mortgagor shall purchase the maximum amount of
terrorism insurance available with funds equal
to the Terrorism Insurance Cap.
Representation 12
San Souci Plaza The Mortgagor has agreed to indemnify the
mortgagee for any "material misrepresentation
or inaccuracy" in connection with a breach of a
representation or warranty.
Farallon Portfolio In the loan documents, Mortgagor made various
environmental representations and covenants and
provided an environmental indemnity, all
subject to various exceptions and
qualifications.
Representation 13
Farallon Portfolio In states where payment of mortgage tax was
required, the amount secured by the Mortgages
recorded in such states may be limited based on
the amount of mortgage tax paid.
Annex-A-2
Representation 14
All Xxxxxxx Loans With respect to each Xxxxxxx Mortgage Loan, the
related Mortgage requires the Mortgagor to
maintain such insurance as the mortgagee may
require, and thus permits the mortgagee to
require the maintenance of the insurance
described in this section.
Farallon Portfolio The related Mortgagor-owned manufactured homes
may be insured in an amount not less than the
actual cash value of such homes, which may be
less than the replacement value of such homes.
Seismic insurance is not required if not
available at commercially reasonable rates.
The related Mortgage Loan documents do not
require insurance to cover acts of terrorism.
The related fire and extended perils (or
equivalent) policy permits reduction in
insurance proceeds for depreciation of the
related Mortgaged Property.
Golfside Lakes I & II The respective Mortgage Loan documents do not
require the Mortgagor to obtain liability
terrorism insurance provided that the mortgagee
may request that the Mortgagor procure or cause
to be obtained liability terrorism insurance.
South Yosemite Drive For so long as the Sears lease is in full force
and effect, the general liability and the
business interruption or rent loss insurance
policies may exclude coverage for losses
resulting from acts of terrorism.
West Pacific Industrial Center The Mortgage Loan documents require that the
Mortgagor maintain terrorism insurance as long
as and to the extent that the insurance is
available at a commercially reasonable rate.
Northwestern Office The Mortgagor is not be obligated to expend
more than two (2) times the amount of the then
current insurance premiums paid by Mortgagor
for all of the insurance required to be
maintained by the Mortgage Loan documents
(excluding any coverage for acts of terrorism)
for terrorism insurance (as such amount may be
adjusted from time to time based on the change
(expressed as a percentage) in the consumer
price index (using the then most recent
consumer price index) from the consumer price
index most recently released on or prior to the
date hereof), (the "TERRORISM INSURANCE CAP")
provided, however, if the cost of terrorism
insurance exceeds the Terrorism Insurance Cap,
Mortgagor shall purchase the maximum amount of
terrorism insurance available with funds equal
to the Terrorism Insurance Cap.
Kohl's Livermore The related Mortgage is secured by the fee
estate only in the related Mortgaged Property
and not by the improvements located thereon as
such improvements are owned not by the related
Mortgagor but by the tenant pursuant to a
lease. The tenant insures the improvements
pursuant to said lease. Upon termination of the
lease and reversion of the improvements to the
related Mortgagor, the related Mortgagor is
obligated to insure the improvements pursuant
to the terms of the Loan Documents.
Representation 17
Farallon Portfolio Ability to restore legal non-conforming
manufactured home communities following a
casualty is in certain cases dependent on
obtaining approvals of certain governmental
entities, the timing of such restoration work
or the extent of damage to the applicable
manufactured home community.
Annex-A-3
Golfside Lakes I & II The related Mortgaged Property has law and
ordinance insurance coverage provided however
the amount of such coverage is less that the
amount of the related Mortgage Loan. The
related Mortgage Loan documents provide for
recourse against the principals of the related
Mortgage Loan in the event that any amount is
required to be paid in excess of the law and
ordinance insurance coverage being maintained
by the related Mortgagor.
Representation 18
Farallon Portfolio One of the related Mortgaged Properties with an
allocated loan amount of $3,648,000 is ground
leased. With respect to clause:
(i): Some amendments were not recorded but a
memorandum of the original related ground lease
and the related estoppel have been recorded.
(iii): The related ground lease is further
assignable to commercially reasonably
capitalized entities.
(xi): The related ground lease does not provide
that any such action without such consent is
not binding on such mortgagee, its successors
and assigns.
Windward Town & Country Plaza (v): The Ground Lease requires the lessor to
Phase I Windward Town & give notice of any lessee default to the
Country Phase II mortgagee but does not specifically provide
that such notice is not effective against the
mortgagee when it is not so delivered to the
mortgagee however the lessor will not take
action to terminate the Ground Lease if the
mortgagee has taken action to cure the default
within 120 days of receipt of such notice.
(viii): Upon termination the Ground Lease does
not require the lessor to enter into a new
lease with the mortgagee but the lessor has
agreed not to terminate the Ground Lease in
connection with any default which mortgagee has
elected to remedy or cause to be remedied
within 120 days of receipt of notice.
(ix): The Ground Lease provides that any
casualty insurance proceeds are paid to the
mortgagee and the mortgagee makes such proceeds
available to the lessor for repairs.
(xi) The Ground Lease does not provide that it
may not be amended, modified, cancelled or
terminated without the prior written consent of
the mortgagee and that action without consent
is not binding on the mortgagee but the lessor
has agreed not to terminate the Ground Lease in
connection with any default which mortgagee has
elected to remedy or cause to be remedied
within 120 days of receipt of notice.
Representation 21
Farallon Portfolio The owner of ARC Housing LLC and ARC Housing 2,
LLC pledged its equity in such master tenants
as collateral for a guaranty of the loan, all
of which get released when the loan satisfies a
debt service coverage ratio test specified in
the loan documents is satisfied.
Representation 23
Farallon Portfolio The related Mortgage Loans that will be
included in the trust are senior and
subordinate loans in a multiple loan structure,
each loan of which (whether or not included in
the trust) is secured by the same mortgage
instrument and is cross defaulted with the
others.
Annex-A-4
El Camino Real The Mortgage Loan is the first priority A Loan
of an A/B structured loan transaction. The
corresponding subordinate B Loan (the "B LOAN")
is not included in the sale by the mortgagee to
the Purchaser. The related Mortgage secures
both the Mortgage Loan (with a first priority
lien) and the corresponding B Loan (with a
subordinate lien).
Representation 26
Golfside Lakes I & II The related Mortgagors are not in possession of
certain permits however, according to the
zoning report, the Pittsfield Township "prefers
to work with the owners on the issues rather
than issue a citation for the violation.
Lompoc Corners The Mortgagor is not in possession of several
of the certificates of occupancy.
Northwestern Office The Mortgagor is obligated to deliver copies of
certain certificates of occupancy for tenant
spaces when such certificates of occupancy are
issued by the governmental authorities having
jurisdiction over the Property. Mortgagor and
guarantor have indemnified Lender for any
losses Lender suffers as a result of the
failure to deliver such certificates of
occupancy.
Kohl's Livermore The related lessee is in possession of a
temporary certificate of occupancy with respect
to the related Mortgaged Property. Borrower is
obligated to cause the issuance of the
permanent certificate of occupancy and is
liable for all losses on account of its failure
to do so.
Representation 27
Farallon Portfolio The related Mortgage Loans that will be
included in the trust are senior and
subordinate loans in a multiple loan structure,
each loan of which (whether or not included in
the trust) is secured by the same mortgage
instrument and is cross defaulted with the
others.
Representation 28
West Pacific Industrial Center The related Mortgage Loan permits the release
of a portion of the Mortgaged Property so long
as certain conditions are satisfied including:
(i) the loan-to-value ratio for the remaining
Mortgaged Property is no greater than 69%; (ii)
the debt service coverage ratio for the
remaining Mortgaged Property is no less than
the greater of (a) the debt service coverage
ratio for all of the parcels of the Mortgaged
Property as of the closing date of the Mortgage
Loan and (b) the debt service coverage ratio
for all of the parcels of the Mortgaged
Property immediately prior to the release; and
(iii) the release will not impair or adversely
affect the liens, security interests or other
interests of mortgagee.
Vineyard Village The related Mortgage Loan permits the release
of a portion of the Mortgaged Property so long
as certain conditions are satisfied including:
(i) the loan-to-value ratio for the remaining
Mortgaged Property is no greater than 65%; (ii)
the debt service coverage ratio for the
remaining Mortgaged Property is no less than
the greater of (a) the debt service coverage
ratio for all of the parcels of the Mortgaged
Property as of the closing date of the Mortgage
Loan and (b) the debt service coverage ratio
for all of the parcels of the Mortgaged
Property immediately prior to the release; and
(iii) the remaining Mortgaged Property
continues to satisfy zoning, subdivision or
other applicable laws.
Annex-A-5
Farallon Portfolio Subject to Mortgagor's compliance with certain
terms and conditions set forth in the loan
documents, Mortgagor may obtain the release of
properties upon prepayment of the floating rate
note and/or repayment of the five- and
seven-year notes after the related open
prepayment dates.
Subject to Mortgagor's compliance with the
terms and conditions set forth in the loan
documents, non-income producing (other than de
minimis income) parcels of land may be released
from the lien of the related Mortgage.
Release of properties in connection with
partial defeasances is also permitted.
Representation 30
Shops at Main & Transit The Mortgage Loan documents require that the
Mortgagor only pay third party out of pocket
expenses incurred by the mortgagee related to a
defeasance transaction.
Representation 31
Farallon Portfolio As part of the multiple loan structure, there
is a floating rate non-trust loan.
Representation 32
Farallon Portfolio The related Mortgagee's consultant inspected
100 of the manufactured home communities out of
274 manufactured home communities constituting
a portion of the collateral for the related
Mortgage Loan.
Representation 34
Farallon Portfolio The Mortgage Loan documents permit transfers to
a pre-approved person, types of persons or
categories of persons meeting the requirements
set forth in each of the related Mortgage Loan
documents.
Windward Town & Country Plaza The Mortgage Loan documents permitted the
Phase I Windward Town & Mortgagor to transfer tenant-in-common
Country Phase II interests in the Mortgaged Property provided
that each purchaser of a tenant-in-common
interest satisfied the mortgagee's
single-purpose entity requirements and certain
other conditions were satisfied.
South Yosemite Street The guarantor is permitted to pledge its
interest in the Mortgagor in connection with a
credit facility given to guarantor so long as
certain conditions are satisfied including the
interest being pledged to a qualified
transferee.
Parkside Village The Mortgagor consists of two limited liability
companies that own the Mortgaged Property as
tenants-in-common (the "TIC MORTGAGORS"). The
beneficial owner of one TIC Mortgagor is
undertaking a 1031 Reverse Exchange of its
interest in another property. The TIC interests
in such Mortgagor (Ambiance Parkside LLC) was
"parked" with API Properties 603 LLC (an
Exchange Accommodator) with a master lease of
the real property interest from API Properties
603 LLC to Rich & Rich Associates, L.P. By
February 15, 2008, the ownership interest in
Ambiance Parkside LLC must be conveyed to Rich
& Rich Associates, L.P. or Cobden LLC (in the
event the 1031 exchange is not consummated). If
Mortgagor fails to consummate such assignment
of membership interest, the Loan becomes
recourse.
Shops at Main & Transit The Mortgage Loan documents require that the
Mortgagor only pay third party out of pocket
expenses incurred by the mortgagee.
Homewood Suites - Lexington In connection with the release of an unimproved
and non-income producing parcel of the
Mortgaged Property, the Mortgage Loan documents
require that the Mortgagor transfer such parcel
to a specific entity.
Xxxxx-X-0
Xxxxxxxxxxxxxx 00
Xxxxxxxx Xxxxxxxxx The following properties owned by the related
Mortgagor are not part of the related Mortgaged
Property: (i) mineral rights, if any, (ii)
leasehold interest in a certain lake and
related amenities at Cypress Shores
manufactured home community, (iii) leasehold
interest in land leased from municipal airport
at Cypress Shores manufactured home community
that affects up to ten (10) home-sites, (iv)
three (3) leased home-sites for manufactured
homes at Sunnyside manufactured home community,
and (v) 30 manufactured homes owned by the
related Mortgagor at various manufactured home
communities.
Representation 37
Shops at Main & Transit Checking on status of the application for
creation of separate tax lots.
Trace Station Shopping Center The tax parcel for the Mortgage Property
includes other property which is not collateral
for the related Mortgage Loan. Mortgagor agreed
to cause segregation of the tax lots and cause
the related Mortgage Property to be separately
assessed for real estate taxes.
Farallon Portfolio Mortgagor does not own but operates and pays
real estate taxes on small portions of Smoke
Creek manufactured home community and River
Oaks manufactured home community.
Representation 42
Farallon Portfolio The holders of certain Non-Trust Loans have
rights related to servicing in the related Loan
Combination Intercreditor Agreement. Those
rights may be assigned to other entities.
The loan is comprised of multiple notes and is
being serviced pursuant to the ML-CFC 2007-8
pooling and servicing agreement.
Representation 43
Farallon Portfolio The recourse liability to the related Mortgagor
covers only actual loss, costs, liability,
damage or expense (including, without
limitation, reasonable attorneys' fees and
disbursements) arising out of only the
following: (i) any intentional fraud or willful
misrepresentation contained in any of the
related Mortgage Loan documents or reports
furnished directly or indirectly by the related
Mortgagor or any of Mortgagor's affiliates
pursuant to any related Mortgage Loan document
or in the origination of the loan; (ii)
intentional misapplication or intentional
misappropriation of funds (including loss
proceeds or certain rents), security deposits,
payments received from credit card companies
and any other funds due the related Lender
under the related Mortgage Loan documents in
contravention of such Mortgage Loan documents;
(iii) damage to the related Mortgaged Property
resulting from intentional acts of the related
Mortgagor; (iv) any material breach of certain
SPE provisions of the related Mortgage Loan
agreement; (v) any material and intentional
breach of a representation relating to
financing information provided to the related
Lender; or (vi) the failure to pay certain
impositions assessed against the related
Mortgaged Property to the extent there were
sufficient funds available to pay and the
related Lender allows the related Mortgagor to
apply the same, or the failure to pay and
discharge any mechanic's or materialman's liens
against the related Mortgaged Property, where
required pursuant to the related Mortgage Loan
agreement, to the extent there were sufficient
funds available to pay and discharge and the
related Lender allows the related Mortgagor to
apply the same.
Annex-A-7
Xxxxxx'x Plaza The related Mortgage Loan has a non-recourse
carve-out for "intentional, misapplication,
misappropriation or conversion" rather than
"waste or misappropriation".
Lompoc Corners The Mortgagor is not personally liable for any
"inadvertent and reasonable accounting error
that is promptly corrected" in connection with
the misapplication or misappropriation of
tenants rents or security deposits.
San Souci Plaza The provision relating to recourse to the
related Mortgagor and its principal with
respect to misrepresentation is limited to: (i)
"intentional, material misrepresentation;" (ii)
"actual physical waste;" (iii) "intentional
misapplication, misappropriation or conversion
of tenant security deposits or rents;" and (iv)
"intentional misapplication, misappropriation
or conversion of insurance proceeds or awards
not applied in accordance with the terms of the
related Mortgage Loan documents."
Representation 45
Kohl's Livermore The Mortgaged Property pledged to secure the
Mortgage Loan is the related Mortgagor's fee
interest in the real property but not the
improvements thereon.
Representation 46
Farallon Portfolio Escrows are in the possession and control of
the servicer in the ML-CFC 2007-8
securitization.
The loan is comprised of multiple notes and is
being serviced pursuant to the ML-CFC 2007-8
pooling and servicing agreement.
Any rights of the Seller (in its capacity as
the holder of the notes being transferred to
the Purchaser) to such escrows are being
conveyed hereunder to the Purchaser.
Representation 47
Thorndale West Shopping Center The related Mortgage Loan documents do not
require the Mortgagor to deliver quarterly
operating statements or quarterly rent rolls.
Annex-A-8
XXXXXXX MORTGAGE LOANS
The following Mortgage Loans are the Xxxxxxx Mortgage Loans:
Loan No. Mortgage Loan
----------- --------------------------------------
Farallon Portfolio
000000 Xxxxxx'x Xxxxx
000000 Xxx Xxxxx Plaza
141813 Shops at Main & Transit
147366 0000 Xxxxx Xxxxxxxx Xxxxxx
142518 Northwestern Office
146958 FedEx Freight Truck Terminal
146906 Vineyard Village
20068522012 Golfside Lake I & II
148104 Lompoc Corners
143690 Xxxxxxxx Xxxx & Xxxxxxx Xxxxx Xxxxx X
000000 HMR Portfolio
000000 Xxxxxxxx Xxxx & Xxxxxxx Xxxxx Xxxxx XX
000000 Thorndale Xxxx Xxxxxxxx Xxxxxx
000000 Xxxxxxxx Xxxxxxx
147305 0000 Xx Xxxxxx Xxxx
000000 Xxxxxxxx Xxxxxx - Xxxxxxxxx
142651 Joplin Marketplace
147073 Kohl's Livermore
147078 0000 Xxxx Xxxxxxxxx Xxxxxx
20068546010 Xxxx Xxxxxxxx Xxxxxx
000000 000 Xxxxx Xxxxxxxx
147964 Trace Station Shopping Center
146658 Natchez Medical Pavilion
148302 Desert Sky Retail
000000 Xxxx Xxxxxxx Xxxxxxxxxx Xxxxxx
000000 Emerald Center
000000 XxxXxxx Xxxxx
000000 Xxxxxxxxxxxx - Xxxxxx Depot
148235 00-00 Xxxxxxxxxx Xxxxx
Annex-A-9
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
NONE.
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
NONE.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Attached
MLCFC 2007-9: MLML MORTGAGE LOAN SCHEDULE
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE
------------------------------------------------------------------------------------------------------------
1 2 Farallon Portfolio Loan MLML Manufactured Housing
1.001 2 Portside Property MLML Manufactured Housing
1.002 2 Shadow Hills Property MLML Manufactured Housing
1.003 2 CV-Jacksonville Property MLML Manufactured Housing
1.004 2 Western Hills Property MLML Manufactured Housing
1.005 2 Siesta Lago Property MLML Manufactured Housing
1.006 2 Hunter Ridge Property MLML Manufactured Housing
1.007 2 Camelot Property MLML Manufactured Housing
1.008 2 Wikiup Property MLML Manufactured Housing
1.009 2 Harmony Road Property MLML Manufactured Housing
1.010 2 Lamplighter Village Property MLML Manufactured Housing
1.011 2 Chalet North Property MLML Manufactured Housing
1.012 0 Xxxxxxx Xxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
1.013 2 Shadowood Property MLML Manufactured Housing
1.014 2 Southwind Village Property MLML Manufactured Housing
1.015 2 The Xxxxxxx Property MLML Manufactured Housing
1.016 2 Landmark Village Property MLML Manufactured Housing
1.017 2 Crescentwood Village Property MLML Manufactured Housing
1.018 2 Stone Mountain Property MLML Manufactured Housing
1.019 2 Casual Estates Property MLML Manufactured Housing
1.020 2 Village North Property MLML Manufactured Housing
1.021 0 Xxxxxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
1.022 2 Riverdale (Colonial Coach) Property MLML Manufactured Housing
1.023 2 Foxhall Village Property MLML Manufactured Housing
1.024 2 New Twin Lakes Property MLML Manufactured Housing
1.025 2 Xxxxxx Crossing Property MLML Manufactured Housing
1.026 2 Saddlebrook Property MLML Manufactured Housing
1.027 2 Xxxxxxxx Estates Property MLML Manufactured Housing
1.028 2 Mountainside Estates Property MLML Manufactured Housing
1.029 2 Castlewood Estates Property MLML Manufactured Housing
1.030 2 Green Spring Valley Property MLML Manufactured Housing
1.031 2 Villa West (UT) Property MLML Manufactured Housing
1.032 2 Villa West (CO) Property MLML Manufactured Housing
1.033 2 Torrey Hills Property MLML Manufactured Housing
1.034 2 Springdale Lake Property MLML Manufactured Housing
1.035 2 Brookside Village - TX Property MLML Manufactured Housing
1.036 2 Columbia Heights Property MLML Manufactured Housing
1.037 2 Encantada Property MLML Manufactured Housing
1.038 2 Woodlands of Kennesaw Property MLML Manufactured Housing
1.039 2 Lakeview Estates Property MLML Manufactured Housing
1.040 2 Oakwood Forest Property MLML Manufactured Housing
1.041 2 Broadmore Property MLML Manufactured Housing
1.042 2 Oak Park Village (FL) Property MLML Manufactured Housing
1.043 2 Xxxxx Winds Property MLML Manufactured Housing
1.044 2 Evergreen Village - IA Property MLML Manufactured Housing
1.045 2 Xxxxxx Village Property MLML Manufactured Housing
1.046 2 Riverside (UT) Property MLML Manufactured Housing
1.047 2 Easy Living Property MLML Manufactured Housing
1.048 2 Southfork Property MLML Manufactured Housing
1.049 2 Cloverleaf Property MLML Manufactured Housing
1.050 2 Golden Valley Property MLML Manufactured Housing
1.051 2 Riverdale Property MLML Manufactured Housing
1.052 2 Friendly Village - GA Property MLML Manufactured Housing
1.053 2 Smoke Creek Property MLML Manufactured Housing
1.054 2 Xxxxxx Village Property MLML Manufactured Housing
1.055 2 Valley View - Danboro Property MLML Manufactured Housing
1.056 2 Colonial Gardens Property MLML Manufactured Housing
1.057 2 Evergreen Village - UT Property MLML Manufactured Housing
1.058 2 Summit Oaks Property MLML Manufactured Housing
1.059 2 Stoneybrook Property MLML Manufactured Housing
1.060 2 Pedaler's Pond Property MLML Manufactured Housing
1.061 2 Burntwood Property MLML Manufactured Housing
1.062 2 Country Club Crossing Property MLML Manufactured Housing
1.063 2 Sunset Vista Property MLML Manufactured Housing
1.064 2 Spring Valley Village Property MLML Manufactured Housing
1.065 0 Xxxxx Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing
1.066 2 Mallard Lake Property MLML Manufactured Housing
1.067 2 Sundown Property MLML Manufactured Housing
1.068 2 Stony Brook North Property MLML Manufactured Housing
1.069 2 Twin Pines Property MLML Manufactured Housing
1.070 2 Inspiration Valley Property MLML Manufactured Housing
1.071 2 Highland Acres Property MLML Manufactured Housing
1.072 2 Oak Ridge Property MLML Manufactured Housing
1.073 2 Washington Mobile Estates Property MLML Manufactured Housing
1.074 2 River Oaks Property MLML Manufactured Housing
1.075 2 Siouxland Estates Property MLML Manufactured Housing
1.076 2 Brookside Property MLML Manufactured Housing
1.077 2 Eagle Ridge Property MLML Manufactured Housing
1.078 2 Cedar Xxxxx Property MLML Manufactured Housing
1.079 2 Marnelle Property MLML Manufactured Housing
1.080 2 Maple Manor Property MLML Manufactured Housing
1.081 2 Arlington Lakeside Property MLML Manufactured Housing
1.082 2 Royal Crest Property MLML Manufactured Housing
1.083 2 Forest Creek Property MLML Manufactured Housing
1.084 2 Four Seasons Property MLML Manufactured Housing
1.085 2 Cottonwood Grove Property MLML Manufactured Housing
1.086 2 Highland Property MLML Manufactured Housing
1.087 2 Valley Verde Property MLML Manufactured Housing
1.088 2 Chalet City Property MLML Manufactured Housing
1.089 2 Southridge Estates Property MLML Manufactured Housing
1.090 2 Ridgewood Estates Property MLML Manufactured Housing
1.091 2 Creekside Property MLML Manufactured Housing
1.092 2 Eastview Property MLML Manufactured Housing
1.093 2 Viking Villa Property MLML Manufactured Housing
1.094 2 Lakewood Estates Property MLML Manufactured Housing
1.095 2 Terrace Heights Property MLML Manufactured Housing
1.096 2 Falcon Farms Property MLML Manufactured Housing
1.097 2 Forest Park Property MLML Manufactured Housing
1.098 2 Quail Run Property MLML Manufactured Housing
1.099 2 Sheridan Property MLML Manufactured Housing
1.100 2 Huguenot Estates Property MLML Manufactured Housing
1.101 2 Countryside (CO) Property MLML Manufactured Housing
1.102 2 Silver Creek Property MLML Manufactured Housing
1.103 2 Havenwood Property MLML Manufactured Housing
1.104 2 Northland Property MLML Manufactured Housing
1.105 2 Xxxxx Trace Property MLML Manufactured Housing
1.106 2 Overpass Point MHC Property MLML Manufactured Housing
1.107 2 Enchanted Village Property MLML Manufactured Housing
1.108 2 Seascape Property MLML Manufactured Housing
1.109 2 Golden Triangle Property MLML Manufactured Housing
1.110 2 Meadowood Property MLML Manufactured Housing
1.111 2 Meadowbrook Property MLML Manufactured Housing
1.112 2 Tallview Terrace Property MLML Manufactured Housing
1.113 2 Western Mobile Estates Property MLML Manufactured Housing
1.114 2 Whitney Property MLML Manufactured Housing
1.115 2 Five Seasons Davenport Property MLML Manufactured Housing
1.116 2 Valley View - Honey Brook Property MLML Manufactured Housing
1.117 2 Village Park Property MLML Manufactured Housing
1.118 2 Countryside Village (TN) Property MLML Manufactured Housing
1.119 2 Mobile Gardens Property MLML Manufactured Housing
1.120 0 Xxxxxxxx Xxxxx Xxxx Xxxxxxxx XXXX Manufactured Housing
1.121 2 Mission Estates Property MLML Manufactured Housing
1.122 2 Loveland Property MLML Manufactured Housing
1.123 2 Meadow Xxxx Property MLML Manufactured Housing
1.124 2 Shiloh Pines Property MLML Manufactured Housing
1.125 2 Rolling Hills Property MLML Manufactured Housing
1.126 2 Deerpointe Property MLML Manufactured Housing
1.127 2 Cypress Shores Property MLML Manufactured Housing
1.128 2 Oasis Property MLML Manufactured Housing
1.129 2 Tanglewood Property MLML Manufactured Housing
1.130 2 Villa Property MLML Manufactured Housing
1.131 2 Castle Acres Property MLML Manufactured Housing
1.132 2 Dynamic Property MLML Manufactured Housing
1.133 2 Big Country Property MLML Manufactured Housing
1.134 0 Xxxxxxxx Xxxxx Xxxxxxx Property MLML Manufactured Housing
1.135 2 Northern Hills Property MLML Manufactured Housing
1.136 2 Sunny Acres Property MLML Manufactured Housing
1.137 2 Lakewood - TX Property MLML Manufactured Housing
1.138 2 Westlake Property MLML Manufactured Housing
1.139 2 Mesquite Xxxxxxx Property MLML Manufactured Housing
1.140 2 Cedar Terrace Property MLML Manufactured Housing
1.141 2 Xxxxxxx Manor Property MLML Manufactured Housing
1.142 2 Country Club Manor Property MLML Manufactured Housing
1.143 2 Suburban Estates Property MLML Manufactured Housing
1.144 2 Deerhurst Property MLML Manufactured Housing
1.145 2 Aledo Property MLML Manufactured Housing
1.146 2 President's Park Property MLML Manufactured Housing
1.147 2 Woodlake Property MLML Manufactured Housing
1.148 2 Silver Leaf Property MLML Manufactured Housing
1.149 2 Dynamic II Property MLML Manufactured Housing
1.150 0 Xxxxxxxx Xxxxxx Property MLML Manufactured Housing
1.151 2 Twin Oaks Property MLML Manufactured Housing
1.152 2 Washingtonville Manor Property MLML Manufactured Housing
1.153 2 Brookside Village -PA Property MLML Manufactured Housing
1.154 2 Westview Property MLML Manufactured Housing
1.155 2 Sunset Country Property MLML Manufactured Housing
1.156 2 Westmoor Property MLML Manufactured Housing
1.157 2 The Towneship at Xxxxxxx Property MLML Manufactured Housing
1.158 2 Eagle Creek Property MLML Manufactured Housing
1.159 2 Mesquite Ridge Property MLML Manufactured Housing
1.160 2 Oak Park Village (TX) Property MLML Manufactured Housing
1.161 2 Plantation Estates Property MLML Manufactured Housing
1.162 2 Xxxxxxxxx Property MLML Manufactured Housing
1.163 2 Shady Hills Property MLML Manufactured Housing
1.164 2 Cimmaron Village Property MLML Manufactured Housing
1.165 2 Birchwood Farms Property MLML Manufactured Housing
1.166 2 Xxxxxxx Crossing Property MLML Manufactured Housing
1.167 2 Pleasant Grove (CO) Property MLML Manufactured Housing
1.168 2 Willow Creek Estates Property MLML Manufactured Housing
1.169 2 Bluebonnet Estates Property MLML Manufactured Housing
1.170 0 Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing
1.171 2 Hampton Acres Property MLML Manufactured Housing
1.172 2 Meridian Sooner Property MLML Manufactured Housing
1.173 2 Mesquite Green Property MLML Manufactured Housing
1.174 2 El Lago Property MLML Manufactured Housing
1.175 2 Moosic Heights Property MLML Manufactured Housing
1.176 2 Golden Rule Property MLML Manufactured Housing
1.177 2 Amber Village Property MLML Manufactured Housing
1.178 2 Riverchase Property MLML Manufactured Housing
1.179 2 Hidden Hills Property MLML Manufactured Housing
1.180 2 The Woodlands Property MLML Manufactured Housing
1.181 2 Blue Valley Property MLML Manufactured Housing
1.182 2 Autumn Forest Property MLML Manufactured Housing
1.183 2 Valley View - Ephrata Property MLML Manufactured Housing
1.184 2 Cowboy Property MLML Manufactured Housing
1.185 2 Lakeside - GA Property MLML Manufactured Housing
1.186 2 Sunnyside Property MLML Manufactured Housing
1.187 2 Trailmont Property MLML Manufactured Housing
1.188 2 Timberland Property MLML Manufactured Housing
1.189 2 Xxxxxx Falls Property MLML Manufactured Housing
1.190 2 Terrace Property MLML Manufactured Housing
1.191 2 Lakeside - IA Property MLML Manufactured Housing
1.192 2 Siesta Manor Property MLML Manufactured Housing
1.193 0 Xxxxxxx Xxxxxxx Property MLML Manufactured Housing
1.194 2 Riverside (KS) Property MLML Manufactured Housing
1.195 2 Xxxxxxxx Creek Property MLML Manufactured Housing
1.196 2 Prairie Village Property MLML Manufactured Housing
1.197 2 Willow Terrace Property MLML Manufactured Housing
1.198 2 Countryside (KS) Property MLML Manufactured Housing
1.199 2 Highview Property MLML Manufactured Housing
1.200 2 Green Valley Village Property MLML Manufactured Housing
1.201 2 Crestview - OK Property MLML Manufactured Housing
1.202 2 Shady Lane Property MLML Manufactured Housing
1.203 2 Western Park Property MLML Manufactured Housing
1.204 2 Xxxxxxxxxx Village Property MLML Manufactured Housing
1.205 2 Xxxxxxxxxx Village Property MLML Manufactured Housing
1.206 2 The Pines Property MLML Manufactured Housing
1.207 0 Xxxxxxxxx (Xxxxxxx Xxxxxxx) Property MLML Manufactured Housing
1.208 2 Park Plaza Property MLML Manufactured Housing
1.209 2 Belaire Property MLML Manufactured Housing
1.210 2 Pine Hills Property MLML Manufactured Housing
1.211 2 Commerce Heights Property MLML Manufactured Housing
1.212 2 Oak Xxxx Property MLML Manufactured Housing
1.213 2 Creekside Estates Property MLML Manufactured Housing
1.214 2 Xxxxxxxx @ Creekside Property MLML Manufactured Housing
1.215 2 Xxxxxx Xxxxx Property MLML Manufactured Housing
1.216 2 Brittany Place Property MLML Manufactured Housing
1.217 2 Shady Creek Property MLML Manufactured Housing
1.218 2 Xxxxxx Xxxx Property MLML Manufactured Housing
1.219 2 Willow Springs Property MLML Manufactured Housing
1.220 2 Seamist Property MLML Manufactured Housing
1.221 0 Xxxxxxxx Xxxx Xxxxxxx Property MLML Manufactured Housing
1.222 2 Navajo Lake Estates Property MLML Manufactured Housing
1.223 2 Xxxxxx View MHC Property MLML Manufactured Housing
1.224 2 Carsons Property MLML Manufactured Housing
1.225 2 Rose Country Estates Property MLML Manufactured Housing
1.226 2 Redwood Village Property MLML Manufactured Housing
1.227 2 Birch Xxxxxxx Property MLML Manufactured Housing
1.228 2 Terrace II Property MLML Manufactured Housing
1.229 2 Englewood Village Property MLML Manufactured Housing
1.230 2 Eastern Villa Property MLML Manufactured Housing
1.231 2 El Xxxxxxxx Property MLML Manufactured Housing
1.232 2 Chambersburg I & II Property MLML Manufactured Housing
1.233 2 Wheel Estates Property MLML Manufactured Housing
1.234 2 Oakwood Lake Village Property MLML Manufactured Housing
1.235 2 Valley View - Ephrata II Property MLML Manufactured Housing
1.236 2 Oak Grove Property MLML Manufactured Housing
1.237 2 Cedar Creek, KS Property MLML Manufactured Housing
1.238 0 Xxxxxxxx / Xxxxxxxxx Property MLML Manufactured Housing
1.239 2 Xxxxx Manor MHC Property MLML Manufactured Housing
1.240 2 Hidden Oaks Property MLML Manufactured Housing
1.241 2 Plainview Property MLML Manufactured Housing
1.242 2 Rockview Heights Property MLML Manufactured Housing
1.243 2 West Cloud Commons Property MLML Manufactured Housing
1.244 2 Xxxxxxx Estates Property MLML Manufactured Housing
1.245 2 Sunset Village Property MLML Manufactured Housing
1.246 2 Countryside (OK) Property MLML Manufactured Housing
1.247 2 Chelsea Property MLML Manufactured Housing
1.248 2 Xxxxxxx Courts Property MLML Manufactured Housing
1.249 2 El Lago II Property MLML Manufactured Housing
1.250 2 Xxxx Acres Property MLML Manufactured Housing
1.251 2 Shadow Mountain Property MLML Manufactured Housing
1.252 2 Pine Haven MHP Property MLML Manufactured Housing
1.253 2 Collingwood MHP Property MLML Manufactured Housing
1.254 2 Mountaintop Property MLML Manufactured Housing
1.255 2 Whispering Hills Property MLML Manufactured Housing
1.256 2 Mulberry Heights Property MLML Manufactured Housing
1.257 2 Zoppe's Property MLML Manufactured Housing
1.258 2 Shawnee Hills Property MLML Manufactured Housing
1.259 2 Pleasant Grove (NC) Property MLML Manufactured Housing
1.260 0 Xxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing
1.261 2 Monroe Valley Property MLML Manufactured Housing
1.262 2 El Dorado Property MLML Manufactured Housing
1.263 2 Crestview - PA Property MLML Manufactured Housing
1.264 2 Sherwood Acres Property MLML Manufactured Housing
1.265 2 Xxxx Ranch Property MLML Manufactured Housing
1.266 2 Glenview Property MLML Manufactured Housing
1.267 2 Xxxxx Hollow Property MLML Manufactured Housing
1.268 2 Audora Property MLML Manufactured Housing
1.269 2 Green Acres Property MLML Manufactured Housing
1.270 2 Sunset 77 Property MLML Manufactured Housing
1.271 2 Hidden Acres Property MLML Manufactured Housing
1.272 2 Park X'Xxxxxxx Property MLML Manufactured Housing
1.273 2 Sleepy Hollow Property MLML Manufactured Housing
1.274 0 Xxxxxxxx Xxxxxx Property MLML Manufactured Housing
16 1 Xxxxxx'x Plaza Loan MLML Retail
17 1 San Souci Plaza Loan MLML Retail
18 1 Shops at Main & Transit Loan MLML Retail
21 1 0000 Xxxxx Xxxxxxxx Xxxxxx Loan MLML Retail
32 1 Northwestern Office Loan MLML Office
35 1 FedEx Freight Truck Terminal Loan MLML Industrial
36 1 Vineyard Village Loan MLML Retail
42 2 Golfside Lake I & II Loan MLML Multifamily
43 1 Lompoc Corners Loan MLML Retail
45 1 Xxxxxxx Town & Country Plaza Phase I Loan MLML Retail
59 1 HMR Portfolio Loan MLML Various
59.01 1 Eaglewood Apartments Property MLML Multifamily
59.02 1 South Creek Apartments Property MLML Multifamily
59.03 1 Scenic Ridge Apartments Property MLML Multifamily
59.04 1 South Creek Storage Property MLML Self Storage
61 1 Xxxxxxx Town & Country Plaza Phase II Loan MLML Retail
63 1 Thorndale West Shopping Center Loan MLML Retail
67 2 Parkside Village Loan MLML Multifamily
82 1 6219 El Camino Real Loan MLML Office
92 1 Homewood Suites - Lexington Loan MLML Hospitality
95 1 Kohl's Livermore Loan MLML Retail
96 1 Joplin Marketplace Loan MLML Retail
98 1 0000 Xxxx Xxxxxxxxx Xxxxxx Loan MLML Office
103 2 Xxxx Xxxxxxxx Street Loan MLML Multifamily
109 1 000 Xxxxx Xxxxxxxx Loan MLML Xxxxxx
000 0 Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Loan MLML Retail
115 1 Natchez Medical Pavilion Loan MLML Office
133 1 Desert Sky Retail Loan MLML Retail
138 1 West Pacific Industrial Center Loan MLML Industrial
150 1 Emerald Center Loan MLML Office
157 1 MayRich Plaza Loan MLML Retail
169 1 Centerpointe - Office Depot Loan MLML Retail
173 1 30-32 Industrial Drive Loan MLML Industrial
CUT-OFF DATE ORIGINAL
LOAN # STREET ADDRESS CITY COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($)
--------------------------------------------------------------------------------------- --------------------------------------------
1 Various Various Various Various Various 500,000,000 500,000,000
1.001 00000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 12,897,493 12,897,493
1.002 0000 Xxxxxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 9,246,588 9,246,588
1.003 00000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 8,632,180 8,632,180
1.004 00000 XX 0xx Xxxxx Xxxxx Xxxxxxx XX 00000 7,621,707 7,621,707
1.005 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 7,301,809 7,301,809
1.006 000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 7,083,466 7,083,466
1.007 000 Xxxxx Xxxxxxx 00 Xxxxx Xxxx Xxxx Xxxxx XX 00000 6,799,111 6,799,111
1.008 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 6,243,097 6,243,097
1.009 0000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 6,136,465 6,136,465
1.010 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000 5,791,177 5,791,177
1.011 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 5,537,290 5,537,290
1.012 5100 South 0000 Xxxx Xxxx Xxxx Xxxx Xxxx Xxxx XX 00000 5,308,791 5,308,791
1.013 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 5,222,469 5,222,469
1.014 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 5,105,681 5,105,681
1.015 00000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 4,917,804 4,917,804
1.016 000 Xxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000 4,684,227 4,684,227
1.017 00000 Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx Xxxx XX 00000 4,321,168 4,321,168
1.018 000 Xxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 4,062,202 4,062,202
1.019 0000 Xxxxx Xxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 3,963,186 3,963,186
1.020 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000 3,935,259 3,935,259
1.021 0000 Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 3,912,409 3,912,409
1.022 0000 Xxxxxxx 00 Xxxxxxxxx Xxxxxxx XX 00000 3,876,864 3,876,864
1.023 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 3,706,760 3,706,760
1.024 00 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 3,694,065 3,694,065
1.025 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000 3,676,293 3,676,293
1.026 0000 Xxxx Xxxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 3,592,510 3,592,510
1.027 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxxx XX 00000 3,549,984 3,549,984
1.028 00000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 3,351,317 3,351,317
1.029 000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxx Xxxx XX 00000 3,325,928 3,325,928
1.030 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 3,270,073 3,270,073
1.031 0000 Xxxxx 0000 Xxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000 3,201,523 3,201,523
1.032 0000 X Xxxxxx Xxxxxxx Xxxx XX 00000 3,158,362 3,158,362
1.033 0000 Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 3,150,746 3,150,746
1.034 0 Xxxxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 3,105,046 3,105,046
1.035 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 3,018,724 3,018,724
1.036 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 2,990,797 2,990,797
1.037 0000 Xxxxxx Xxxxx Xxx Xxxxxx Xxxx Xxx XX 00000 2,975,563 2,975,563
1.038 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxx XX 00000 2,975,563 2,975,563
1.039 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx XX 00000 2,967,947 2,967,947
1.040 0000 X XX Xxxxxxx 00 Xxxxxxxxxx Xxxxxxxx XX 00000 2,909,553 2,909,553
1.041 000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 2,907,014 2,907,014
1.042 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 2,894,319 2,894,319
1.043 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 2,889,242 2,889,242
1.044 0000 Xxxxxxx 00 Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 2,874,008 2,874,008
1.045 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 2,820,692 2,820,692
1.046 0000 Xxxx Xxxx Xxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 2,818,153 2,818,153
1.047 0000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 2,752,142 2,752,142
1.048 0000 Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 2,734,370 2,734,370
1.049 0000 00xx Xxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 2,696,287 2,696,287
1.050 0000 Xxxxxx Xxxxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 2,691,209 2,691,209
1.051 0000 Xxxxx 0000 Xxxx Xxxxxxxxx Xxxxx XX 00000 2,640,432 2,640,432
1.052 0 Xxxxxxxx Xxxx Xxxxxxxxxxxxx Xxxxxxxx XX 00000 2,615,043 2,615,043
1.053 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 2,615,043 2,615,043
1.054 000 00xx Xxxxxx Xxxxxx Xxxx XX 00000 2,602,348 2,602,348
1.055 0000 Xxxxxx Xxxx Xxxxxxx Xxxxx XX 00000 2,602,348 2,602,348
1.056 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx XX 00000 2,576,960 2,576,960
1.057 0000 Xxxxx Xxxxxxx 00 Xxxxxxxx Xxxx Xxxxx XX 00000 2,536,338 2,536,338
1.058 0000 Xxxxxx Xxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 2,526,182 2,526,182
1.059 000 Xxxxx 00xx Xxxxxx Xxxxxxx Xxxx XX 00000 2,494,446 2,494,446
1.060 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxx Xxxx XX 00000 2,442,399 2,442,399
1.061 0000 Xxxxx Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 2,437,321 2,437,321
1.062 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000 2,437,321 2,437,321
1.063 0000 Xxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxx XX 00000 2,434,783 2,434,783
1.064 00 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 2,432,244 2,432,244
1.065 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 2,422,088 2,422,088
1.066 0000 Xxxxxxx 000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 2,422,088 2,422,088
1.067 0000 Xxxx 000 Xxxxx Xxxxxxxxxx Xxxxx XX 00000 2,411,933 2,411,933
1.068 0000 Xxxxx Xxxxx Xxxxx Xxxxxxx Xxxx XX 00000 2,391,622 2,391,622
1.069 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 2,389,083 2,389,083
1.070 0000 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 2,384,005 2,384,005
1.071 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 2,381,466 2,381,466
1.072 0000 Xxxxxx Xxxx 00 Xxxxxxx Xxxxxxx XX 00000 2,376,388 2,376,388
1.073 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 2,361,155 2,361,155
1.074 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 2,356,077 2,356,077
1.075 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 2,351,000 2,351,000
1.076 0000 Xxxxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000 2,317,994 2,317,994
1.077 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 2,272,295 2,272,295
1.078 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxx XX 00000 2,259,600 2,259,600
1.079 0000 Xxxxxxx 00 Xxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 2,259,600 2,259,600
1.080 00 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 2,254,522 2,254,522
1.081 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 2,216,439 2,216,439
1.082 0000 Xxxx Xxxxx Xxxx Xxx Xxxxxx Xxx Xxxxxx XX 00000 2,201,206 2,201,206
1.083 000 Xxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 2,201,206 2,201,206
1.084 000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000 2,188,512 2,188,512
1.085 0000 00xx Xxxxxx Xxxxx Xxxxxx XX 00000 2,158,045 2,158,045
1.086 0000 Xxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 2,132,656 2,132,656
1.087 0000 Xxxx Xxxxxx Xxx Xxxxxx Xxxx Xxx XX 00000 2,109,806 2,109,806
1.088 000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 2,107,268 2,107,268
1.089 000 X. Xxxxxx Xxxx Xxxx Xxx 000 Xxx Xxxxxx Xxxx XX 00000 2,092,034 2,092,034
1.090 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 2,053,951 2,053,951
1.091 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 2,051,412 2,051,412
1.092 000 Xx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 2,051,412 2,051,412
1.093 000 Xxxx 000 Xxxxx Xxxxx Xxxxx XX 00000 2,010,790 2,010,790
1.094 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 1,986,671 1,986,671
1.095 0000 Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 1,984,132 1,984,132
1.096 0000 000xx Xxxxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxxx XX 00000 1,970,168 1,970,168
1.097 000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 1,954,935 1,954,935
1.098 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000 1,927,007 1,927,007
1.099 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 1,921,930 1,921,930
1.100 00-0 Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,919,391 1,919,391
1.101 0000 0xx Xxxxxx Xxxxxxx Xxxx XX 00000 1,888,924 1,888,924
1.102 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 1,857,188 1,857,188
1.103 000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000 1,822,913 1,822,913
1.104 00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxx XX 00000 1,807,680 1,807,680
1.105 0000 Xxxxxxx Xxxxx Xxx Xxxxxx Xxxx XX 00000 1,792,447 1,792,447
1.106 00 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 1,792,447 1,792,447
1.107 000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 1,779,118 1,779,118
1.108 0000 Xxx Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 1,764,519 1,764,519
1.109 000 Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 1,754,364 1,754,364
1.110 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 1,751,825 1,751,825
1.111 00000 Xxxx Xxxxxxx 00 Xxxxxx Xxxxxx XX 00000 1,736,592 1,736,592
1.112 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 1,734,053 1,734,053
1.113 0000 Xxxx Xxxxxxx Xxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 1,731,514 1,731,514
1.114 0000 XX 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000 1,721,358 1,721,358
1.115 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 1,713,742 1,713,742
1.116 0 Xxxx Xxxx Xxxxx Xxxxx Xxxxxxx XX 00000 1,706,125 1,706,125
1.117 000 Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1,685,814 1,685,814
1.118 000 Xxxxx Xxxx Xxxxxxxx Xxxxx XX 00000 1,666,138 1,666,138
1.119 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000 1,660,425 1,660,425
1.120 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 1,635,036 1,635,036
1.121 00000 Xxxxx Xxxxx Xx Xxxx Xx Xxxx XX 00000 1,632,498 1,632,498
1.122 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 1,624,881 1,624,881
1.123 000 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 1,614,725 1,614,725
1.124 0000 Xxxxxx Xxxx Xxxxx Xxxxx XX 00000 1,602,031 1,602,031
1.125 0000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,589,337 1,589,337
1.126 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 1,584,259 1,584,259
1.127 000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxx XX 00000 1,569,026 1,569,026
1.128 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 1,566,487 1,566,487
1.129 000 Xxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 1,528,404 1,528,404
1.130 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 1,525,865 1,525,865
1.131 0000 Xxxx XX Xxxxxxx 00 X'Xxxxxx Xxxxx Xxxxx XX 00000 1,510,632 1,510,632
1.132 0000 Xxxxxxx Xxxxx XxXxxx Xxxxxx XX 00000 1,508,093 1,508,093
1.133 0000 Xxxxx Xxxxxxx Xxx Xxxxxxxx Xxxxxxx XX 00000 1,503,015 1,503,015
1.134 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 1,492,859 1,492,859
1.135 0000 X. Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,482,704 1,482,704
1.136 000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 1,464,932 1,464,932
1.137 0000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 1,449,699 1,449,699
1.138 0000 XX 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1,442,082 1,442,082
1.139 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,442,082 1,442,082
1.140 0000 Xxxxxxxx Xxxxx XX Xxxxx Xxxxxx Xxxx XX 00000 1,431,926 1,431,926
1.141 000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 1,421,771 1,421,771
1.142 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxxxxxx XX 00000 1,401,460 1,401,460
1.143 00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000 1,388,765 1,388,765
1.144 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000 1,368,454 1,368,454
1.145 000 Xxxx Xxxxx Xxxxxx Xxxxx Xxxxxx XX 00000 1,365,916 1,365,916
1.146 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 1,320,216 1,320,216
1.147 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1,317,677 1,317,677
1.148 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 1,317,677 1,317,677
1.149 0000 Xxxx Xxxxxxxxxxx Xxxx XxXxxx Xxxxxx XX 00000 1,312,599 1,312,599
1.150 0000 000xx Xxxxxx Xxxxxxxxxxxx Xxxxx XX 00000 1,297,366 1,297,366
1.151 0000 Xxxx XxxXxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 1,289,749 1,289,749
1.152 0 Xxxx Xxxxxx Xxxxxxxxxxxxxxx Xxxxxx XX 00000 1,282,133 1,282,133
1.153 000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 1,269,438 1,269,438
1.154 0000 Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000 1,259,283 1,259,283
1.155 0000 Xxx Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,246,588 1,246,588
1.156 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1,238,972 1,238,972
1.157 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000 1,231,355 1,231,355
1.158 00000 XX Xxxxxxx 000 Xxxxx Xxxxx XX 00000 1,200,889 1,200,889
1.159 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,198,350 1,198,350
1.160 000 Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000 1,195,811 1,195,811
1.161 0000 Xxxxxxxx Xxx Xxxxxxxxxxxx Xxxxxxx XX 00000 1,193,272 1,193,272
1.162 0000 Xxxxx 0xx Xxxxxx Xxxxxxx Xxxxxx XX 00000 1,183,116 1,183,116
1.163 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 1,167,883 1,167,883
1.164 000 Xxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 1,165,344 1,165,344
1.165 0000 Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxx XX 00000 1,157,728 1,157,728
1.166 0000 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 1,150,111 1,150,111
1.167 000 Xxxx Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 1,137,417 1,137,417
1.168 000 Xxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 1,137,417 1,137,417
1.169 000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxx XX 00000 1,129,800 1,129,800
1.170 00 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000 1,127,261 1,127,261
1.171 0000 Xxxxx Xxxxxxx Xxxx XxXxxx Xxxxxx XX 00000 1,117,106 1,117,106
1.172 0000 XX 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1,101,872 1,101,872
1.173 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,091,717 1,091,717
1.174 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 1,089,178 1,089,178
1.175 000 0xx Xxxxxx Xxxxx Xxxxxxx XX 00000 1,033,323 1,033,323
1.176 0000 Xxxxx XxxXxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1,030,784 1,030,784
1.177 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 1,021,898 1,021,898
1.178 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx XX 00000 1,013,012 1,013,012
1.179 Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 997,778 997,778
1.180 0000 X. Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 995,240 995,240
1.181 000 Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 987,623 987,623
1.182 0000 Xxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 972,390 972,390
1.183 00 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 969,851 969,851
1.184 000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 967,312 967,312
1.185 0000 Xxxxxxxx Xxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 939,384 939,384
1.186 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 913,996 913,996
1.187 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxxxx XX 00000 903,840 903,840
1.188 00000 XX 00xx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 898,762 898,762
1.189 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 896,223 896,223
1.190 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 888,607 888,607
1.191 00000 000xx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 888,607 888,607
1.192 00 Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000 882,260 882,260
1.193 0000 X. 00xx Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 878,451 878,451
1.194 000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 870,835 870,835
1.195 000 Xxxx 00xx Xxxxxx X Xxxx Xxxx Xxxxxxxx XX 00000 858,140 858,140
1.196 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 855,601 855,601
1.197 0000 Xxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 852,110 852,110
1.198 0000 Xxxxxxxxxxx Xxxx Xxxx Xxxxx XX 00000 850,524 850,524
1.199 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx XX 00000 847,985 847,985
1.200 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 847,985 847,985
1.201 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000 817,518 817,518
1.202 0000 Xxxxxxx 0 Xxxxxxxx Xxxx Xxxxx XX 00000 794,668 794,668
1.203 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 784,513 784,513
1.204 0000 Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 779,435 779,435
1.205 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000 774,357 774,357
1.206 0000 Xxx 00 Xxxxxx Xxxxxxxxxx XX 00000 774,357 774,357
1.207 000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 761,663 761,663
1.208 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000 756,585 756,585
1.209 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 754,046 754,046
1.210 000 Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 741,352 741,352
1.211 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 733,735 733,735
1.212 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 728,658 728,658
1.213 000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000 710,885 710,885
1.214 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 703,269 703,269
1.215 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 693,113 693,113
1.216 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 652,491 652,491
1.217 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 642,336 642,336
1.218 0000 Xxxxxx Xxxx Xxxx Xxxxxxxxxxxx Xxxxx XX 00000 637,258 637,258
1.219 0000 Xxx Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 622,659 622,659
1.220 000 X Xxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 622,025 622,025
1.221 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 601,714 601,714
1.222 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 596,636 596,636
1.223 0000 Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 594,097 594,097
1.224 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 583,942 583,942
1.225 0000 XXX Xxxx 000 Xxxxx Xxxxx XX 00000 578,864 578,864
1.226 1735 West 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 550,936 550,936
1.227 000 Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 548,397 548,397
1.228 000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 535,703 535,703
1.229 0000 XxXxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000 528,086 528,086
1.230 000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx XX 00000 523,009 523,009
1.231 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 510,314 510,314
1.232 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 484,925 484,925
1.233 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000 479,848 479,848
1.234 00 Xxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx XX 00000 467,153 467,153
1.235 00 Xxxxxx Xxxx Xxxxxxx Xxxxxxxxx XX 00000 467,153 467,153
1.236 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 462,076 462,076
1.237 000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 456,998 456,998
1.238 000 Xxxxxxxx Xxxxxxxxxx Xxxxx XX 00000 441,765 441,765
1.239 00 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 441,765 441,765
1.240 0000 Xxxx Xxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 437,639 437,639
1.241 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 436,687 436,687
1.242 000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 434,148 434,148
1.243 0000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 426,531 426,531
1.244 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 423,992 423,992
1.245 0000 Xxx Xxxxxxx Xxxx Xxxx Xxxxxxxxxxx Xxxxx XX 00000 421,454 421,454
1.246 0000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxx XX 00000 421,454 421,454
1.247 000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000 421,454 421,454
1.248 0 Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 421,454 421,454
1.249 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 408,442 408,442
1.250 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 406,220 406,220
1.251 1601 EFM 0000 Xxxxxxx Xxxxxxx XX 00000 403,681 403,681
1.252 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 402,412 402,412
1.253 000 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000 388,131 388,131
1.254 00 Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 380,831 380,831
1.255 000 Xxxx 0xx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxxx XX 00000 370,676 370,676
1.256 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 368,772 368,772
1.257 0000 Xxxxxxx 000X Xxxxxxxxxx Xxxxxx XX 00000 340,209 340,209
1.258 0000 XX 00xx Xxxxxx Xxxxxx Xxxxxxx XX 00000 332,593 332,593
1.259 0000 Xxxxxxx-Xxxxxxxx Xxxx Xxxxxx-Xxxxxx Xxxx XX 00000 319,898 319,898
1.260 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 276,738 276,738
1.261 00 Xxx Xxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 271,660 271,660
1.262 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 248,810 248,810
1.263 Xxxxxxx Hollow Road & Route 220 Athens Xxxxxxxx XX 00000 243,732 243,732
1.264 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 231,038 231,038
1.265 0000 Xxxxxxxxxxxx Xxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 225,960 225,960
1.266 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxx XX 00000 213,266 213,266
1.267 000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxx XX 00000 170,105 170,105
1.268 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 134,560 134,560
1.269 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000 124,405 124,405
1.270 000 Xxxxx XX Xxxxxxx 00 Xxxxxxxx Xxxxxx XX 00000 121,866 121,866
1.271 0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 118,058 118,058
1.272 000 Xxxxx 0 Xxxxxxxxxx Xxxxxxxx XX 00000 116,788 116,788
1.273 0000 Xxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 104,094 104,094
1.274 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 48,239 48,239
16 000-000 Xxxxxx'x Xxxx Xxxxxxxxxx Xxxxxx XX 00000 33,500,000 33,500,000
17 00000 XxxXxxxxx Xxxxxxxxx Xxxxxxxxxx Xx. Xxxx'x XX 00000 27,200,000 27,200,000
18 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000 27,100,000 27,100,000
21 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxx Xxxxxxx XX 00000 25,500,000 25,500,000
32 00000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 18,700,000 18,700,000
35 0000 0xx Xxxxxx Xxxx Xxxx XX 00000 16,800,000 16,800,000
36 0000-0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxx Xxxxxxxxxx XX 00000 15,750,000 15,750,000
42 0000 Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx XX 00000 13,000,000 13,000,000
43 000-000 Xxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxx XX 00000 13,000,000 13,000,000
45 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 12,050,000 12,050,000
59 Various Various Various MO Various 10,050,000 10,050,000
59.01 0000 Xxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 4,561,154 4,561,154
59.02 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 3,169,615 3,169,615
59.03 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 1,507,500 1,507,500
59.04 0000 Xxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 811,731 811,731
61 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 9,800,000 9,800,000
63 0000 Xxx Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 9,761,957 9,800,000
67 000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000 9,400,000 9,400,000
82 0000 Xx Xxxxxx Xxxx Xxxxxxxx Xxx Xxxxx XX 00000 7,850,000 7,850,000
92 000 Xxxxxx Xxx Xxxxxxxxx Xxxxxxx XX 00000 7,329,824 7,335,000
95 0000 Xxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 6,900,000 6,900,000
96 0000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 6,850,000 6,850,000
98 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000 6,600,000 6,600,000
103 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx XX 00000 6,350,000 6,350,000
109 000 Xxxxx Xxxxxxxx Xxxxx Xxx Xxxxxx XX 00000 5,171,000 5,171,000
111 000 Xxxxxxx 00 Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 5,900,000 5,900,000
115 46 Sergeant Xxxxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 5,470,966 5,475,000
133 0000 Xxxxx 00xx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000 4,375,000 4,375,000
138 1311 & 0000 Xxxxxx Xxxxxx & 0000 Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000 4,200,000 4,200,000
150 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx XX 00000 3,880,000 3,880,000
157 0000-0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 3,594,050 3,600,000
169 26536 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 3,000,000 3,000,000
173 00-00 Xxxxxxxxxx Xxxx Xxxxxxxxxxxxx Xxxxxxxxx XX 00000 2,997,772 3,000,000
NET
MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER TRUSTEE AND SUB SERVICIN ADMIN. MORTGAGE
LOAN # SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE % RATE %
------------------------------------------------------------------------------------------------------------------------------------
1 2,738,645.83 32,863,749.96 6.4650 0.010 0.00089 0.0100 0.02089 6.44411
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.010
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.020
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.030
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.040
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.050
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.060
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.070
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.080
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.090
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.160
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.170
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.180
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.190
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.200
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.210
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.220
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.230
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.240
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.250
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.260
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.270
1.271
1.272
1.273
1.274
16 174,554.63 2,094,655.56 6.1502 0.010 0.010 0.00089 0.02089 6.12931
17 142,373.19 1,708,478.28 6.1782 0.010 0.010 0.00089 0.02089 6.15731
18 146,883.49 1,762,601.88 5.5760 0.010 0.010 0.00089 0.02089 5.55511
21 130,273.13 1,563,277.56 6.0300 0.010 0.010 0.00089 0.02089 6.00911
32 110,617.56 1,327,410.72 5.8750 0.010 0.010 0.00089 0.02089 5.85411
35 81,457.37 977,488.44 5.7230 0.010 0.00089 0.0500 0.06089 5.66211
36 86,787.75 1,041,453.00 6.5040 0.010 0.010 0.00089 0.02089 6.48311
42 76,137.22 913,646.64 5.7830 0.010 0.010 0.00089 0.02089 5.76211
43 75,711.53 908,538.36 6.1810 0.010 0.010 0.00089 0.02089 6.16011
45 70,154.28 841,851.36 6.1780 0.010 0.010 0.00089 0.02089 6.15711
59 64,470.91 773,650.92 6.6430 0.010 0.010 0.00089 0.02089 6.62211
59.01
59.02
59.03
59.04
61 57,280.73 687,368.76 6.2120 0.010 0.010 0.00089 0.02089 6.19111
63 54,165.07 649,980.84 5.7380 0.010 0.010 0.00089 0.02089 5.71711
67 55,370.50 664,446.00 6.2790 0.010 0.010 0.00089 0.02089 6.25811
82 50,420.23 605,042.76 6.6550 0.010 0.010 0.00089 0.02089 6.63411
92 46,787.50 561,450.00 6.5880 0.010 0.010 0.00089 0.02089 6.56711
95 33,771.38 405,256.55 5.7770 0.010 0.010 0.00089 0.02089 5.75611
96 41,384.57 496,614.84 6.5000 0.010 0.010 0.00089 0.02089 6.47911
98 33,924.64 407,095.68 6.0670 0.010 0.00089 0.0400 0.05089 6.01611
103 37,222.43 446,669.16 5.7910 0.010 0.00089 0.0800 0.09089 5.70011
109 32,789.73 393,476.76 6.5310 0.010 0.010 0.00089 0.02089 6.51011
111 37,778.35 453,340.20 6.6250 0.010 0.010 0.00089 0.02089 6.60411
115 34,372.02 412,464.24 6.4350 0.010 0.010 0.00089 0.02089 6.41411
133 27,229.50 326,754.00 6.7640 0.010 0.010 0.00089 0.02089 6.74311
138 26,320.77 315,849.24 6.4180 0.010 0.00089 0.1000 0.11089 6.30711
150 24,016.14 288,193.68 6.3000 0.010 0.010 0.00089 0.02089 6.27911
157 22,629.11 271,549.32 6.4470 0.010 0.010 0.00089 0.02089 6.42611
169 17,558.68 210,704.16 5.7770 0.010 0.010 0.00089 0.02089 5.75611
173 18,778.93 225,347.16 6.4070 0.010 0.010 0.00089 0.02089 6.38611
MONTHLY
PAYMENT MATURITY/ AMORT ARD ENVIRONMENTAL
LOAN # ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE
------------------------------------------------------------------------------------------------------------------------------
1 Actual/360 120 1 117 8/1/2017 0 0 Fee/Leasehold No
1.001 Fee No
1.002 Fee No
1.003 Fee No
1.004 Fee No
1.005 Fee No
1.006 Fee No
1.007 Fee No
1.008 Fee No
1.009 Fee No
1.010 Fee No
1.011 Fee No
1.012 Fee No
1.013 Fee No
1.014 Fee No
1.015 Fee No
1.016 Fee No
1.017 Fee No
1.018 Fee No
1.019 Fee No
1.020 Fee No
1.021 Fee No
1.022 Fee No
1.023 Fee No
1.024 Fee No
1.025 Fee No
1.026 Fee No
1.027 Fee No
1.028 Fee No
1.029 Fee No
1.030 Fee No
1.031 Fee No
1.032 Fee No
1.033 Fee No
1.034 Fee No
1.035 Fee No
1.036 Fee No
1.037 Fee No
1.038 Fee No
1.039 Fee No
1.040 Fee No
1.041 Fee No
1.042 Fee No
1.043 Fee No
1.044 Fee No
1.045 Fee No
1.046 Fee No
1.047 Fee No
1.048 Fee No
1.049 Fee No
1.050 Fee No
1.051 Fee No
1.052 Fee No
1.053 Fee No
1.054 Fee No
1.055 Fee No
1.056 Fee No
1.057 Fee No
1.058 Fee No
1.059 Fee No
1.060 Fee No
1.061 Fee No
1.062 Fee No
1.063 Fee No
1.064 Fee No
1.065 Fee No
1.066 Fee No
1.067 Fee No
1.068 Fee No
1.069 Fee No
1.070 Fee No
1.071 Fee No
1.072 Fee No
1.073 Fee No
1.074 Fee No
1.075 Fee No
1.076 Fee No
1.077 Fee No
1.078 Fee No
1.079 Fee No
1.080 Fee No
1.081 Fee No
1.082 Fee No
1.083 Fee No
1.084 Fee No
1.085 Fee No
1.086 Fee No
1.087 Fee No
1.088 Fee No
1.089 Fee No
1.090 Fee No
1.091 Fee No
1.092 Fee No
1.093 Fee No
1.094 Fee No
1.095 Fee No
1.096 Fee No
1.097 Fee No
1.098 Fee No
1.099 Fee No
1.100 Fee No
1.101 Fee No
1.102 Fee No
1.103 Fee No
1.104 Fee No
1.105 Fee No
1.106 Fee No
1.107 Fee No
1.108 Fee No
1.109 Fee No
1.110 Fee No
1.111 Fee No
1.112 Fee No
1.113 Fee No
1.114 Fee No
1.115 Fee No
1.116 Fee No
1.117 Fee No
1.118 Fee No
1.119 Fee No
1.120 Fee No
1.121 Fee No
1.122 Fee No
1.123 Fee No
1.124 Fee No
1.125 Fee No
1.126 Fee No
1.127 Fee No
1.128 Fee No
1.129 Fee No
1.130 Fee No
1.131 Fee No
1.132 Fee No
1.133 Fee No
1.134 Fee No
1.135 Fee No
1.136 Fee No
1.137 Fee No
1.138 Fee No
1.139 Fee No
1.140 Fee No
1.141 Fee No
1.142 Fee No
1.143 Fee No
1.144 Fee No
1.145 Fee No
1.146 Fee No
1.147 Fee No
1.148 Fee No
1.149 Fee No
1.150 Fee No
1.151 Fee No
1.152 Fee No
1.153 Fee No
1.154 Fee No
1.155 Fee No
1.156 Fee No
1.157 Fee No
1.158 Fee No
1.159 Fee No
1.160 Fee No
1.161 Fee No
1.162 Fee No
1.163 Fee No
1.164 Fee No
1.165 Leasehold No
1.166 Fee No
1.167 Fee No
1.168 Fee No
1.169 Fee No
1.170 Fee No
1.171 Fee No
1.172 Fee No
1.173 Fee No
1.174 Fee No
1.175 Fee No
1.176 Fee No
1.177 Fee No
1.178 Fee No
1.179 Fee No
1.180 Fee No
1.181 Fee No
1.182 Fee No
1.183 Fee No
1.184 Fee No
1.185 Fee No
1.186 Fee No
1.187 Fee No
1.188 Fee No
1.189 Fee No
1.190 Fee No
1.191 Fee No
1.192 Fee No
1.193 Fee No
1.194 Fee No
1.195 Fee No
1.196 Fee No
1.197 Fee No
1.198 Fee No
1.199 Fee No
1.200 Fee No
1.201 Fee No
1.202 Fee No
1.203 Fee No
1.204 Fee No
1.205 Fee No
1.206 Fee No
1.207 Fee No
1.208 Fee No
1.209 Fee No
1.210 Fee No
1.211 Fee No
1.212 Fee No
1.213 Fee No
1.214 Fee No
1.215 Fee No
1.216 Fee No
1.217 Fee No
1.218 Fee No
1.219 Fee No
1.220 Fee No
1.221 Fee No
1.222 Fee No
1.223 Fee No
1.224 Fee No
1.225 Fee No
1.226 Fee No
1.227 Fee No
1.228 Fee No
1.229 Fee No
1.230 Fee No
1.231 Fee No
1.232 Fee No
1.233 Fee No
1.234 Fee No
1.235 Fee No
1.236 Fee No
1.237 Fee No
1.238 Fee No
1.239 Fee No
1.240 Fee No
1.241 Fee No
1.242 Fee No
1.243 Fee No
1.244 Fee No
1.245 Fee No
1.246 Fee No
1.247 Fee No
1.248 Fee No
1.249 Fee No
1.250 Fee No
1.251 Fee No
1.252 Fee No
1.253 Fee No
1.254 Fee No
1.255 Fee No
1.256 Fee No
1.257 Fee No
1.258 Fee No
1.259 Fee No
1.260 Fee No
1.261 Fee No
1.262 Fee No
1.263 Fee No
1.264 Fee No
1.265 Fee No
1.266 Fee No
1.267 Fee No
1.268 Fee No
1.269 Fee No
1.270 Fee No
1.271 Fee No
1.272 Fee No
1.273 Fee No
1.274 Fee No
16 Actual/360 120 1 108 11/1/2016 0 0 Fee No
17 Actual/360 120 1 109 12/1/2016 0 0 Fee No
18 Actual/360 120 8 118 9/8/2017 420 420 Fee/Leasehold No
21 Actual/360 126 8 122 1/8/2018 0 0 Fee No
32 Actual/360 120 8 116 7/8/2017 360 360 Fee No
35 Actual/360 120 8 116 7/8/2017 0 0 Fee No
36 Actual/360 120 8 118 9/8/2017 0 0 Fee No
42 Actual/360 120 8 118 9/8/2017 360 360 Fee No
43 Actual/360 120 8 118 9/8/2017 420 420 Fee No
45 Actual/360 120 8 117 8/8/2017 420 420 Leasehold No
59 Actual/360 120 8 120 11/8/2017 360 360 Fee No
59.01 Fee No
59.02 Fee No
59.03 Fee No
59.04 Fee No
61 Actual/360 120 8 117 8/8/2017 420 420 Leasehold No
63 Actual/360 120 8 114 5/8/2017 420 414 Fee No
67 Actual/360 120 8 118 9/8/2017 420 420 Fee No
82 Actual/360 142 8 139 6/8/2019 360 360 Fee No
92 Actual/360 120 8 119 10/8/2017 360 359 Fee No
95 Actual/360 120 8 119 10/8/2017 0 0 Fee No
96 Actual/360 120 8 120 11/8/2017 420 420 Fee No
98 Actual/360 35 8 29 4/8/2010 0 0 Fee No
103 Actual/360 120 8 118 9/8/2017 360 360 Fee No
109 Actual/360 120 8 120 11/8/2017 360 360 Fee/Leasehold No
111 Actual/360 120 8 117 8/8/2017 360 360 Fee No
115 Actual/360 120 8 119 10/8/2017 360 359 Fee No
133 Actual/360 120 8 118 9/8/2017 420 420 Fee No
138 Actual/360 120 8 117 8/8/2017 360 360 Fee No
150 Actual/360 120 8 117 8/8/2017 360 360 Fee No
157 Actual/360 120 8 118 9/8/2017 360 358 Fee No
169 Actual/360 120 8 118 9/8/2017 360 360 Fee No
173 Actual/360 120 8 119 10/8/2017 360 359 Fee No
PARTIAL UPFRONT UPFRONT
CROSS CROSS DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX
LOAN # DEFAULTED COLLATERALIZED ALLOWED CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------------
1 Yes Hard 536,646 2,238,167
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.010
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.020
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.030
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.040
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.050
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.060
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.070
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.080
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.090
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.160
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.170
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.180
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.190
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.200
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.210
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.220
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.230
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.240
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.250
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.260
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.270
1.271
1.272
1.273
1.274
16 Hard 413,435
17 Hard 496,813 176,240
18 None at Closing, Springing Hard
21 Hard
32 Yes
35 None at Closing, Springing Hard
36 Yes 439,875 89,792
42 12,500
43
45 None at Closing, Springing Hard 800,000 15,069
59
59.01
59.02
59.03
59.04
61 None at Closing, Springing Hard 850,000
63 None at Closing, Springing Hard 25,000
67 16,219 170,000
82 Hard
92 Hard
95 None at Closing, Springing Hard
96
98
103
109
111
115
133
138 18,750
150 80,000 14,250
157 34,186
169 None at Closing, Springing Hard
173 18,351
UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
TI/LC RE TAX INS. OTHER CAPEX CAPEX TI/LC TI/LC RE TAX
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($) RESERVE ($)
------------------------------------------------------------------------------------------------------------------------------------
1 6,933,000 684,275 1,370,644 238,167 2,858,250 1,218,340
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.010
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.020
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.030
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.040
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.050
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.060
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.070
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.080
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.090
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.160
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.170
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.180
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.190
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.200
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.210
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.220
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.230
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.240
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.250
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.260
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.270
1.271
1.272
1.273
1.274
16 461,860 200,000 22,762 8,533,711 1,603 250,000 8,217 250,000 87,655
17 26,959 16,174 5,065,760 3,297 118,675 7,917 250,000 13,479
18 873,484 2,550 30,599 6,800 244,789
21
32 33,539 582,000 2,979 8,937 41,667
35
36 250,000 141,750 1,540.00 20,250
42 22,611 5,347 5,550 22,611
43 92,265 11,132 1,208 15,377
45 3,375 800,000 669 1,783 85,605 9,725
59 88,268 46,297 5,793 8,827
59.01
59.02
59.03
59.04
61 510,000 3,375 850,000 561 2,803 134,556 3,961
63 625,000 109,722 4,776 1,002 36,063 12,191
67 8,149 11,861 70,000 8,149
82 6,047 11,589 346 1,512
92 83,412 9,640 275,000 7,766 8,341
95 34,325
96 33,738 12,656 817 34,472 3,067
98 400,000
103 16,013 7,788 1,525 5,338
109 375,000 13,750 3,145 958 150,000 6,875
111 70,000 54,665 1,245 615,000 396 2,968 6,833
115 78,826 2,798 171,000 797 3,183 7,883
133 26,419 3,260 46,500 197.00 1,667 60,000 4,403
138 7,850 2,683 3,925
150 22,500 430 80,000 557.00 1,250 30,000 4,500
157 35,100 12,192 11,243 215 1,800 67,500 4,064
169 19,442 3,705 230 4,860
173 974 225,000 812 3,113 4,221
MONTHLY MONTHLY
INS. OTHER XXXXX XXXXX
LOAN # RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
------------------------------------------------------------------------------------------------------------------
1 0 0
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.010
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.020
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.030
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.040
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.050
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.060
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.070
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.080
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.090
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.160
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.170
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.180
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.190
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.200
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.210
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.220
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.230
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.240
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.250
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.260
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.270
1.271
1.272
1.273
1.274
16 4,552 5 5
17 2,715 5 (0 for payment due on Maturity Date) 5 (0 for payment due on Maturity Date)
18 0 0
21 0 0
32 2,795 0 0
35 0 0
36 0 0
42 1,337 0 0
43 0 0
45 3,375 0 0
59 5,144 0 0
59.01
59.02
59.03
59.04
61 3,375 0 0
63 2,388 5 (one time in any twelve month period) 5 (one time in any twelve month period)
67 2,965 0 0
82 1,054 0 0
92 1,607 0 0
95 0 0
96 1,055 2496 0 0
98 0 0
103 779 0 0
109 1,573 0 0
111 623 0 0
115 699 0 0
133 362 0 0
138 1,342 0 0
150 430 0 0
157 1,124 0 0
169 463 0 0
173 974 0 0
SCHEDULE III
MERS MORTGAGE LOANS
LOAN/PROPERTY NAME
------------------
Shops at Main & Transit
0000 Xxxxx Xxxxxxxx Xxxxxx
Northwestern Office
Vineyard Village
Lompoc Corners
Thorndale West Shopping Center
Parkside Village
Kohl's Livermore
Joplin Marketplace
000 Xxxxx Xxxxxxxx
Trace Station Shopping Center
Natchez Medical Pavilion
MayRich Plaza
00-00 Xxxxxxxxxx Xxxxx
