Exhibit 99.6
▇▇▇▇▇ Fargo Mortgage Loan Purchase Agreement
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
(▇▇▇▇▇ LOANS)
Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2007, between ▇▇▇▇▇ Fargo Bank, National Association (the "Seller"), and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (the "Purchaser").
The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2007, between the Purchaser, as
depositor, Capmark Finance Inc., as Capmark Master Servicer, Prudential Asset
Resources, Inc., as Prudential Master Servicer, ▇▇▇▇▇ Fargo Bank, National
Association, as ▇▇▇▇▇ Fargo Master Servicer (in such capacity, together with its
successors and assigns, the "Master Servicer"), Centerline Servicing Inc.
(formerly ARCap Servicing, Inc., as Special Servicer, The Bank of New York Trust
Company, National Association, as Trustee, and LaSalle Bank National
Association, as Paying Agent, Certificate Registrar, Authenticating Agent and
Custodian. In exchange for the Mortgage Loans and certain other mortgage loans
(the "Other Mortgage Loans") to be purchased by the Purchaser, the Trust will
issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14
(the "Certificates"). The Certificates will be issued pursuant to the Pooling
and Servicing Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
The Class A-1, Class A-1A, Class A-2, Class A-2FL, Class A-3, Class
A-AB, Class A-4, Class A-5FL, Class A-M, Class A-MFL, Class A-J, Class A-JFL and
Class B Certificates (the "Public Certificates") will be sold by the Purchaser
to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, LaSalle Financial Services, Inc., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, RBC Capital Markets Corporation,
▇▇▇▇▇▇▇, Sachs & Co. and Greenwich Capital Markets, Inc. (collectively, the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated May 18, 2007 (the "Underwriting Agreement"), and the
Class X, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class EI, Class
R-I, Class R-II and Class R-III Certificates (collectively, the "Private
Certificates") will be sold by the Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated (in such capacity, the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated May 18, 2007 (the "Certificate Purchase Agreement"). The Underwriters will
offer the Public Certificates for sale publicly pursuant to a Prospectus dated
February 6, 2007, as supplemented by a Prospectus Supplement dated May 18, 2007
(together, the "Prospectus Supplement"), and the Initial Purchaser will offer
the Private Certificates (other than the Class EI, Class R-I, Class R-II and
Class R-III Certificates) for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum, dated as of May 18, 2007 (the "Memorandum").
In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:
Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended from time to time on or prior to the
Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser
pursuant to the terms hereof. The Mortgage Loans and the Other Mortgage Loans
will have an aggregate principal balance 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 received, of $309,047,710. The sale of the Mortgage Loans shall
take place on May 30, 2007 or such other date as shall be mutually acceptable to
the parties hereto (the "Closing Date"). The purchase price to be paid by the
Purchaser for the Mortgage Loans shall equal the amount set forth as such
purchase price on the ▇▇▇▇ of Sale. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.
Notwithstanding anything to the contrary in this Agreement, with
respect to the Mortgage Loans originated or acquired by the Seller and subject
to defeasance, the Seller shall retain the right to designate and establish the
successor borrower and to purchase or cause the purchase on behalf of the
related borrower of the related defeasance collateral ("Seller Defeasance Rights
and Obligations"). In the event the Master Servicer receives notice of a
defeasance request with respect to a Mortgage Loan originated or acquired by the
Seller and subject to defeasance, the Master Servicer shall provide upon receipt
of such notice, written notice of such defeasance request to the Seller or its
assignee. Until such time as the Seller provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and
Obligations shall be delivered to the Seller pursuant to the notice provisions
of the Pooling and Servicing Agreement.
On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).
Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to the Custodian on behalf of
the Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 4 in favor of
the Trustee, the Custodian and the Special Servicer to empower the Trustee, the
Custodian and, in the event of the failure or incapacity of the Trustee, the
Custodian and the Seller (as ▇▇▇▇▇ Fargo Master Servicer), the Special Servicer,
to submit for recording, at the expense of the Seller, any mortgage loan
documents required to be recorded as described in the Pooling and Servicing
Agreement and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage Files (so long as original
counterparts have previously been delivered to the Trustee). The Seller agrees
to reasonably cooperate with the Trustee, the Custodian and the Special Servicer
in connection with any additional powers of attorney or revisions thereto that
are requested by such parties for purposes of such recordation. The parties
hereto agree that no such power of attorney shall be used with respect to any
Mortgage Loan by or under authorization by any party hereto except to the extent
that the absence of a document described in the second preceding sentence with
respect to such Mortgage Loan remains unremedied as of the earlier of (i) the
date that is 180 days following the delivery of notice of such absence to the
Seller, but in no event earlier than 18 months from the Closing Date, and (ii)
the date (if any) on which such Mortgage Loan becomes a Specially Serviced
Mortgage Loan. The Custodian shall submit such documents for recording, at the
Seller's expense, after the periods set forth above; provided, however, the
Custodian shall not submit such assignments for recording if the Seller produces
evidence that it has sent any such assignment for recording and certifies that
the Seller is awaiting its return from the applicable recording office. In
addition, not later than the 30th day following the Closing Date, the Seller
shall deliver to the Custodian on behalf of the Trustee each of the remaining
documents or instruments specified below (with such exceptions and additional
time periods as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)
All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by the Custodian on behalf of the Trustee in escrow
on behalf of the Seller at all times prior to the Closing Date. The Mortgage
Files shall be released from escrow upon closing of the sale of the Mortgage
Loans and payments of the purchase price therefor as contemplated hereby. The
Mortgage File for each Mortgage Loan shall contain the following documents:
(a) The original Mortgage Note bearing all intervening endorsements,
endorsed on its face or by allonge attached thereto in blank or endorsed "Pay to
the order of The Bank of New York Trust Company, National Association, as
Trustee for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-IQ14, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;
(b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;
(c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if any such original
modification, consolidation or extension agreement has been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, a true copy of such
modification, consolidation or extension certified by the Seller together with
(i) in the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original modification, consolidation
or extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;
(d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "The Bank of New York Trust Company, National Association, as Trustee
for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-IQ14"; provided that, if the related Mortgage has been
recorded in the name of MERS or its designee, no related Assignment of Mortgage
in favor of the Trustee will be required to be recorded or delivered and
instead, the applicable Seller pursuant to the applicable Mortgage Loan Purchase
Agreement shall take all actions as are necessary to cause the Trustee to be
shown as, and shall deliver evidence of any such transfers to the Master
Servicers and the Special Servicer, and the Trustee shall take all actions
necessary to confirm that it is shown as, the owner of the related Mortgage on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS;
(e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;
(f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in blank or in favor of "The Bank of New York Trust
Company, National Association, as Trustee for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14," which
assignment may be effected in the related Assignment of Mortgage; provided that,
if the related Assignment of Leases has been recorded in the name of MERS or its
designee, no Assignment of Leases or assignment of Assignment of Leases in favor
of the Trustee will be required to be recorded or delivered and instead, the
applicable Seller pursuant to the applicable Mortgage Loan Purchase Agreement
shall take all actions as are necessary to cause the Trustee to be shown as, and
shall deliver evidence of any such transfers to the Master Servicers and the
Special Servicer, and the Trustee shall take all actions necessary to confirm
that it is shown as, the owner of the related Assignment of Leases on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS;
(g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;
(h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
certified by the title company with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a preliminary title report with
the original Title Insurance Policy to follow within 180 days of the Closing
Date;
(i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan; provided that, if the
related Mortgage Loan has been recorded in the name of MERS or its designee, no
UCC, UCC-2 or UCC-3 financing statement in favor of the Trustee will be required
to be recorded or delivered and instead, the applicable Seller pursuant to the
applicable Mortgage Loan Purchase Agreement shall take all actions as are
necessary to cause the Trustee, on behalf of the Certificateholders, to be shown
as, and shall deliver evidence of any such transfers to the Master Servicers and
the Special Servicer, and the Custodian on behalf of the Trustee shall take all
actions necessary to confirm that the Trustee is shown as, the secured party on
the related UCC financing statements on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages maintained by
MERS;
(j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.
(k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;
(l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned to the Trustee (and delivered
to the Custodian on the Trustee's behalf) on behalf of the Trust with a copy to
be held by the Master Servicer, and applied, drawn, reduced or released in
accordance with documents evidencing or securing the applicable Mortgage Loan
and the Pooling and Servicing Agreement or (B) the original of each letter of
credit, if any, constituting additional collateral for such Mortgage Loan (other
than letters of credit representing tenant security deposits which have been
collaterally assigned to the lender), which shall be held by the Master Servicer
on behalf of the Trustee, with a copy to be held by Custodian on behalf of the
Trustee, and applied, drawn, reduced or released in accordance with documents
evidencing or securing the applicable Mortgage Loan and the Pooling and
Servicing Agreement (it being understood that the Seller has agreed (a) that the
proceeds of such letter of credit belong to the Trust, (b) to notify, on or
before the Closing Date, the bank issuing the letter of credit that the letter
of credit and the proceeds thereof belong to the Trust, and to use reasonable
efforts to obtain within 30 days (but in any event to obtain within 90 days)
following the Closing Date, an acknowledgement thereof by the bank (with a copy
of such acknowledgement to be sent to the Custodian on behalf of the Trustee)
and (c) to indemnify the Trust for any liabilities, charges, costs, fees or
other expenses accruing from the failure of the Seller to assign the letter of
credit hereunder). In the case of clause (B) above, any letter of credit held by
the Master Servicer shall be held in its capacity as agent of the Trust, and if
the Master Servicer sells its rights to service the applicable Mortgage Loan,
the Master Servicer has agreed to assign the applicable letter of credit to the
Trust or at the direction of the Special Servicer to such party as the Special
Servicer may instruct, in each case, at the expense of the Master Servicer. The
Master Servicer has agreed to indemnify the Trust for any loss caused by the
ineffectiveness of such assignment;
(m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;
(n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties securing Mortgage Loans with a
Cut-Off Date principal balance equal to or greater than $20,000,000;
(o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;
(p) A copy of any affidavit and indemnification agreement in favor
of the lender;
(q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents;
"Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.
The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans in blank or naming the Trustee on
behalf of the Certificateholders as assignee. Notwithstanding the fact that such
assignments of mortgages, assignments of leases (to the extent separate from the
assignments of mortgages) and assignments of UCC financing statements may name
the Trustee on behalf of the Certificateholders as the assignee, the parties
hereto acknowledge and agree that the Mortgage Loans shall for all purposes be
deemed to have been transferred from the Seller to the Purchaser and from the
Purchaser to the Trustee on behalf of the Certificateholders.
If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90-day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Custodian on behalf of the Trustee within such 90-day period, the Seller shall
then deliver within 180 days after the Closing Date the recorded document (or
within such longer period after the Closing Date as the Custodian on behalf of
the Trustee may consent to, which consent shall not be withheld so long as the
Seller is, as certified in writing to the Trustee no less often than monthly, in
good faith attempting to obtain from the appropriate county recorder's office
such original or photocopy).
The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.
Within 90 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Custodian on behalf of the Trustee or the agents of
either may submit or cause to be submitted for recordation at the expense of the
Seller, in the appropriate public office for real property records, each
assignment referred to in clauses (d) and (f)(ii) above (with recording
information in blank if such information is not yet available). Within 15 days
following the Closing Date, the Seller shall deliver and the Purchaser, the
Custodian on behalf of the Trustee or the agents of either may submit or cause
to be submitted for filing, at the expense of the Seller, in the appropriate
public office for Uniform Commercial Code financing statements, the assignment
referred to in clause (i) above. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Seller shall prepare a substitute therefor or cure such defect, and the
Seller shall, at its own expense (except in the case of a document or instrument
that is lost by the Trustee), record or file, as the case may be, and deliver
such document or instrument in accordance with this Section 2.
As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.
Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to or at the direction
of the Master Servicer, on behalf of the Purchaser, on or prior to the 75th day
after the Closing Date.
The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered by the Seller in electronic form, to the
extent such document is available in such form and such form is reasonably
acceptable to the Master Servicer.
Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Custodian (on
behalf of the Trustee) or the Master Servicer as set forth herein, subject to
the requirements of the Primary Servicing Agreement. The Seller's and
Purchaser's records shall reflect the transfer of each Mortgage Loan from the
Seller to the Purchaser and its assigns as a sale.
It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property (other than the servicing rights thereto).
It is, further, not the intention of the parties that such conveyance be deemed
a pledge of the Mortgage Loans and related property by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans or any
related property are held to be the property of the Seller, or if for any other
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans or any related property, then:
(i) this Agreement shall be deemed to be a security agreement; and
(ii) the conveyance provided for in this Section 2 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, whether now owned or hereafter
acquired, in and to:
(A) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property consisting of, arising from or relating to any of the
following property: the Mortgage Loans identified on the Mortgage
Loan Schedule (other than the servicing rights thereto), including
the related Mortgage Notes, Mortgages, security agreements, and
title, hazard and other insurance policies, all distributions with
respect thereto payable after the Cut-Off Date, all substitute or
replacement Mortgage Loans and all distributions with respect
thereto, and the Mortgage Files;
(B) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, investment
property and other rights arising from or by virtue of the
disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons
with respect to, all or any part of the collateral described in
clause (A) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and
(C) All cash and non-cash proceeds of the collateral described
in clauses (A) and (B) above.
The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.
Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.
The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, 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 the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.
Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
reasonably cooperate with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.
On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Custodian, the Special Servicer and each Rating
Agency to examine and audit all books, records and files pertaining to the
Mortgage Loans, the Seller's underwriting procedures and the Seller's ability to
perform or observe all of the terms, covenants and conditions of this Agreement.
Such examinations and audits shall take place at one or more offices of the
Seller during normal business hours and shall not be conducted in a manner that
is disruptive to the Seller's normal business operations upon reasonable prior
advance notice. In the course of such examinations and audits, the Seller will
make available to such representatives of any of the Purchaser, each
Underwriter, the Initial Purchaser, the Trustee, the Custodian, the Special
Servicer and each Rating Agency reasonably adequate facilities, as well as the
assistance of a sufficient number of knowledgeable and responsible individuals
who are familiar with the Mortgage Loans and the terms of this Agreement, and
the Seller shall cooperate fully with any such examination and audit in all
material respects. On or prior to the Closing Date, the Seller shall provide the
Purchaser with all material information regarding the Seller's financial
condition and access to knowledgeable financial or accounting officers for the
purpose of answering questions with respect to the Seller's financial condition,
financial statements as provided to the Purchaser or other developments
affecting the Seller's ability to consummate the transactions contemplated
hereby or otherwise affecting the Seller in any material respect. Within 45 days
after the Closing Date, the Seller shall provide the Master Servicer with any
additional information identified by the Master Servicer, as necessary to
complete the CMSA Property File, to the extent that such information is
available.
The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.
The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.
Section 4. Representations and Warranties of the Seller and the
Purchaser.
(a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:
(i) The Seller is duly organized and is validly existing as a
national banking association in good standing. The Seller has the
requisite power and authority and legal right to own the Mortgage Loans
and to transfer and convey the Mortgage Loans to the Purchaser and has the
requisite power and authority to execute and deliver, engage in the
transactions contemplated by, and perform and observe the terms and
conditions of, this Agreement.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, 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 in
accordance with its terms, except as such enforcement may be limited by
(A) laws relating to bankruptcy, insolvency, reorganization, receivership
or moratorium, (B) other laws relating to or affecting the rights of
creditors generally, (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law) or (D)
public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.
(iii) 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 of or compliance by the Seller with this Agreement, or the
consummation by the Seller of any transaction contemplated hereby, other
than (1) such qualifications as may be required under state securities or
blue sky laws, (2) the filing or recording of financing statements,
instruments of assignment and other similar documents necessary in
connection with the Seller's sale of the Mortgage Loans to the Purchaser,
(3) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained and (4) where the
lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Seller under this Agreement.
(iv) Neither the transfer of the Mortgage Loans to the Purchaser,
nor the execution, delivery or performance of this Agreement by the
Seller, conflicts or will conflict with, results or will result in a
breach of, or constitutes or will constitute a default under (A) any term
or provision of the Seller's articles of association or by-laws, (B) any
term or provision of any material agreement, contract, instrument or
indenture to which the Seller is a party or by which it or any of its
assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of
any such indenture, mortgage, contract or other instrument, other than
pursuant to this Agreement, or (C) after giving effect to the consents or
taking of the actions contemplated in subsection (iii), any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Seller or its assets,
except where in any of the instances contemplated by clauses (B) or (C)
above, any conflict, breach or default, or creation or imposition of any
lien, charge or encumbrance, will not have a material adverse effect on
the consummation of the transactions contemplated hereby by the Seller or
materially and adversely affect its ability to perform its obligations and
duties hereunder or result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller, or in
any material impairment of the right or ability of the Seller to carry on
its business substantially as now conducted.
(v) There are no actions or proceedings against, or investigations
of, the Seller pending or, to the Seller's knowledge, threatened in
writing against the Seller before any court, administrative agency or
other tribunal, the outcome of which could reasonably be expected to
materially and adversely affect the transfer of the Mortgage Loans to the
Purchaser or the execution or delivery by, or enforceability against, the
Seller of this Agreement or have an effect on the financial condition of
the Seller that would materially and adversely affect the ability of the
Seller to perform its obligations under this Agreement.
(vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
this Agreement will effect a transfer by the Seller of all of its right,
title and interest in and to the Mortgage Loans to the Purchaser.
(vii) To the Seller's knowledge, the Loan Seller Information (as
defined in that certain indemnification agreement, dated as of May 18,
2007, between the Seller, the Purchaser, the Underwriters and the Initial
Purchaser (the "Indemnification Agreement")) contained in the Disclosure
Information (as defined in the Indemnification Agreement) when taken
together as a whole, the Memorandum and the Prospectus Supplement as of
the Time of Sale (as defined in the Indemnification Agreement) (i) does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading and (ii)
(other than the Memorandum) complies with the requirements of and contains
all of the applicable information required by Regulation AB (as defined in
the Indemnification Agreement).
To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.
Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.
(b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:
(i) The Purchaser is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware with full
power and authority to carry on its business as presently conducted by it.
(ii) The Purchaser has full power and authority to acquire the
Mortgage Loans, to execute and deliver this Agreement and to enter into
and consummate all transactions contemplated by this Agreement. The
Purchaser has duly and validly authorized the execution, delivery and
performance of this Agreement and has duly and validly executed and
delivered this Agreement. This Agreement, assuming due authorization,
execution and delivery by the Seller, constitutes the valid and binding
obligation of the Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and by general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(iii) 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 of or compliance by the Purchaser with this Agreement, or the
consummation by the Purchaser of any transaction contemplated hereby that
has not been obtained or made by the Purchaser.
(iv) Neither the purchase of the Mortgage Loans nor the execution,
delivery and performance of this Agreement by the Purchaser will violate
the Purchaser's certificate of incorporation or by-laws or constitute a
default (or an event that, with notice or lapse of time or both, would
constitute a default) under, or result in a breach of, any material
agreement, contract, instrument or indenture to which the Purchaser is a
party or that may be applicable to the Purchaser or its assets.
(v) The Purchaser's execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not
constitute a violation of, any law, rule, writ, injunction, order or
decree of any court, or order or regulation of any federal, state or
municipal government agency having jurisdiction over the Purchaser or its
assets, which violation could materially and adversely affect the
condition (financial or otherwise) or the operation of the Purchaser or
its assets or could materially and adversely affect its ability to perform
its obligations and duties hereunder.
(vi) There are no actions or proceedings against, or investigations
of, the Purchaser pending or, to the Purchaser's knowledge, threatened
against the Purchaser before any court, administrative agency or other
tribunal, the outcome of which could reasonably be expected to adversely
affect the transfer of the Mortgage Loans, the issuance of the
Certificates, the execution, delivery or enforceability of this Agreement
or have an effect on the financial condition of the Purchaser that would
materially and adversely affect the ability of the Purchaser to perform
its obligation under this Agreement.
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Seller, the Underwriters,
the Initial Purchaser and their respective affiliates, that may be
entitled to any commission or compensation in connection with the sale of
the Mortgage Loans or consummation of any of the transactions contemplated
hereby.
To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.
Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.
Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.
(a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, by way of
the Purchaser's assignment of its rights hereunder to the Trustee, the
representations and warranties set forth on Exhibit 2 hereto (each as of the
date hereof unless otherwise specified).
(b) It is hereby further acknowledged that if any document required
to be delivered to the Custodian on behalf of the Trustee pursuant to Section 2
is not delivered as and when required (and including the expiration of any grace
or cure period), is not properly executed or is defective on its face, or if
there is a breach of any of the representations and warranties required to be
made by the Seller regarding the characteristics of the Mortgage Loans and/or
the related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either
case such defect or breach, either (i) materially and adversely affects the
interests of the holders of the Certificates in the related Mortgage Loan, or
(ii) both (A) the document defect or breach materially and adversely affects the
value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect" and such a
breach described in the preceding clause (i) or (ii) a "Material Breach"), the
party discovering such Material Document Defect or Material Breach shall
promptly notify, in writing, the other party; provided that any breach of the
representation and warranty contained in paragraph (38) of such Exhibit 2 shall
constitute a Material Breach only if such prepayment premium or yield
maintenance charge is not deemed "customary" for commercial mortgage loans at
the time of origination as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90-day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.
The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.
If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.
With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, prior to such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agree that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof.
Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.
If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,
Section 9.15 and Section 9.36, as applicable, of the Pooling and Servicing
Agreement, while pursuing the repurchase claim. The Seller acknowledges and
agrees that any modification of the Mortgage Loan pursuant to such a work-out
shall not constitute a defense to any repurchase claim nor shall such
modification or work-out change the Purchase Price due from the Seller for any
repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.
The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.
In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.
The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).
Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.
The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 37 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.
(c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the Special Servicer on its
behalf) shall give written notice within three Business Days to the Seller of
its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).
(d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.
Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 9:00 a.m., New York time, on the Closing
Date.
The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:
(a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.
(b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, 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 Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.
(d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Loan Seller Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, 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.
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.
(g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.
(h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.
(i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.
Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
Section 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller.
(b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns 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 on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.
(c) True, complete and correct copies of the Seller's articles of
association and by-laws.
(d) A certificate of existence for the Seller from the Office of the
Comptroller of the Currency dated not earlier than 90 days prior to the Closing
Date.
(e) A certificate of the Secretary or Assistant Secretary of the
Seller, 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 or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
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.
(f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):
(i) The Seller is validly existing under the law of the United
States and has full corporate power and authority to enter into and
perform its obligations under this Agreement.
(ii) This Agreement has been duly authorized, executed and delivered
by the Seller.
(iii) No consent, approval, authorization or order of any federal
court or governmental agency or body is required for the consummation by
the Seller of the transactions contemplated by the terms of this Agreement
except any approvals as have been obtained.
(iv) Neither the execution, delivery or performance of this
Agreement by the Seller, nor the consummation by the Seller of any of the
transactions contemplated by the terms of this Agreement (A) conflicts
with or results in a breach or violation of, or constitutes a default
under, the organizational documents of the Seller, (B) to the knowledge of
such counsel, constitutes a default under any term or provision of any
material agreement, contract, instrument or indenture, to which the Seller
is a party or by which it or any of its assets is bound or results in the
creation or imposition of any lien, charge or encumbrance upon any of its
property pursuant to the terms of any such indenture, mortgage, contract
or other instrument, other than pursuant to this Agreement, or (C)
conflicts with or results in a breach or violation of any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Seller or its assets,
except where in any of the instances contemplated by clauses (B) or (C)
above, any conflict, breach or default, or creation or imposition of any
lien, charge or encumbrance, will not have a material adverse effect on
the consummation of the transactions contemplated hereby by the Seller or
materially and adversely affect its ability to perform its obligations and
duties hereunder or result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller, or in
any material impairment of the right or ability of the Seller to carry on
its business substantially as now conducted.
(v) To his or her knowledge, there are no legal or governmental
actions, investigations or proceedings pending to which the Seller is a
party, or threatened against the Seller, (a) asserting the invalidity of
this Agreement or (b) which materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement.
(vi) This Agreement is a 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 (1) laws relating to
bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
other laws relating to or affecting the rights of creditors generally, (3)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law) or (4) public policy
considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of
this Agreement that purport to provide indemnification from liabilities
under applicable securities laws.
Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.
In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.
(g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.
(h) A letter from Deloitte & Touche LLP, certified public
accountants, dated May 18, 2007, to the effect that they have performed certain
specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.
(i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
(j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws.
(k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.
(l) An executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit
3.
Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 18, 2007.
Section 9. Exchange Act Reporting Information. The Seller hereby
agrees to deliver to the Purchaser and the Trustee any disclosure information
relating to any event specifically related to the Seller reasonably determined
in good faith by the Purchaser as required to be reported on Form 8-K, Form 10-D
or Form 10-K by the Trust (in formatting reasonably appropriate for inclusion in
such form), including, without limitation, the disclosure required under Items
1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use
its best efforts to deliver proposed disclosure language relating to any event
described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K
to the Trustee and the Purchaser within one Business Day and in any event no
later than two Business Days of the Seller becoming aware of such event and
shall provide disclosure relating to any other event reasonably determined by
the Purchaser as required to be disclosed on Form 8-K, Form 10-D or Form 10-K
within two Business Days following the Purchaser's request for such disclosure
language. The obligation of the Seller to provide the above-referenced
disclosure materials will terminate upon notice or other written confirmation
from the Purchaser or the Trustee that the Trustee has filed a Form 15 with
respect to the Trust as to that fiscal year in accordance with Section 13.8 of
the Pooling and Servicing Agreement or the reporting requirements with respect
to the Trust under the Securities Exchange Act of 1934, as amended, have
otherwise been automatically suspended. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section will be used in the
preparation of reports meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the Securities Exchange Act of 1934, as
amended.
Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, with a
copy to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇ Fargo Bank, National
Associations, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that 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 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
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 which prohibits or renders void or
unenforceable any provision hereof.
Section 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.
Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.
Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE 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.
Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that (a) each Underwriter shall be a
third party beneficiary of the Seller's representations and warranties set forth
in Section 4(a)(vii) and (b) the rights and obligations of the Purchaser
pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12 hereof may
be assigned to the Trustee as may be required to effect the purposes of the
Pooling and Servicing Agreement and, upon such assignment, the Trustee shall
succeed to the rights and obligations hereunder of the Purchaser. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.
Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. 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 the entire business of the Seller
shall be the successor to the Seller hereunder.
Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.
IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By: //s// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC.
By: //s// ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
▇▇▇▇▇ Fargo Bank, National Association
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. CMSA Loan No. CMSA Property No. Mortgage Loan Seller(1) Property Name
------------------------------------------------------------------------------------------------------------------------------------
15 WFB Ershing Mall Portfolio Roll-Up
15 15-001 WFB Ershig Mall Portfolio - ▇▇▇▇▇▇ Mall (VII)
15 15-002 WFB Ershig Mall Portfolio - Middlesboro Mall (VII)
15 15-003 WFB ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (VII)
46 46 46-001 WFB Courtyard by Marriott - Shelton, CT
93 93 93-001 WFB Carbon Beach
100 100 100-001 WFB ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
102 102 102-001 WFB CenterPointe Office Center
103 103 103-001 WFB Volume Distributors Industrial
113 113 113-001 WFB Hampton Inn Williamsport
117 117 117-001 WFB Bakersfield Cold and Dry Storage
147 147 147-001 WFB SAS Safety Corp Industrial
159 159 159-001 WFB Fairfield Inn & Suites - Bend
186 WFB Village Inn Portfolio Roll-Up
186 186-001 WFB Village Inn Portfolio - Village Inn Apartments (XVIII)
186 186-002 WFB Village Inn Portfolio - Village Inn Motel (XVIII)
197 197 197-001 WFB Pottery Barn ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Professional Complex
205 205 205-001 WFB Westport Square
206 206 206-001 WFB Hampton Inn Waynesboro
209 209 209-001 WFB Southtown/Cobblestone Square Shopping Center
216 216 216-001 WFB Intermec Technologies Building
229 229 229-001 WFB Ashley Furniture - Richland
235 WFB LifePort Portfolio
235 235-001 WFB LifePort Portfolio - Woodland (XX)
235 235-002 WFB LifePort Portfolio - Georgetown (XX)
236 236 236-001 WFB San ▇▇▇▇▇▇ Estates MH Community
252 252 252-001 WFB A-American Inglewood, Prairie Ave. Storage Facility
257 257 257-001 WFB ▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Office
273 273 273-001 WFB ▇▇▇▇▇▇▇ Mobile
274 274 274-001 WFB Twin Palms Apartments
275 275 275-001 WFB Holiday Plaza
277 277 277-001 WFB Advance Self Storage
280 280 280-001 WFB Sierra Trading Post
282 282 282-001 WFB ▇▇▇▇ Industrial Building
286 286 286-001 WFB ▇▇▇ ▇▇▇▇ Apartments
289 289 289-001 WFB People's Realty
290 290 290-001 WFB Las Campanas
291 291 291-001 WFB The Shops at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Apartments
294 294 294-001 WFB Kettleman Professional Center - Parcel 1
295 295 295-001 WFB Davita Plaza
296 296 296-001 WFB A-American Riverside, Hole Ave.
300 300 300-001 WFB Centreport Business Center
304 304 304-001 WFB Arbours Office Campus
305 305 305-001 WFB A-American Ridgecrest
306 306 306-001 WFB Rite Aid Saginaw
312 312 312-001 WFB Rite Aid Anniston
316 316 316-001 WFB Walgreen's - Lexington
317 317 317-001 WFB A-American Mill Street Self Storage Facility
318 318 318-001 WFB Casa ▇▇▇▇▇▇ Apartments - Phoenix
322 322 322-001 WFB ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Village Apartments
325 325 325-001 WFB Flagstaff Retail Complex
327 327 327-001 WFB Cornerstone Village
330 330 330-001 WFB Contessa Court Office Building
331 331 331-001 WFB Southpoint Business Park
332 WFB ▇▇▇▇▇▇▇▇▇ Multifamily Portfolio Roll-Up
332 332-001 WFB ▇▇▇▇▇▇▇▇▇ Multifamilty Portfolio - ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (XXIII)
332 332-002 WFB ▇▇▇▇▇▇▇▇▇ Multifamilty Portfolio - 35 Fremont (XXIII)
333 333 333-001 WFB Staples Logansport, IN
335 335 335-001 WFB Access Self Storage - Heartland Crossing
338 338 338-001 WFB Michigan Heights MHC
344 344 344-001 WFB Coffee & Riverlakes Office Building
346 346 346-001 WFB Spanish Flat Mobile Villa
347 347 347-001 WFB Tractor Supply Company - Sioux Falls
349 WFB Security Self Storage Portfolio Roll-Up
349 349-001 WFB Security Self Storage Portfolio - Rutland (XXIV)
349 349-002 WFB Security Self Storage Portfolio - North
Clarendon (XXIV)
352 352 352-001 WFB ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
355 355 355-001 WFB Cort Furniture
356 356 356-001 WFB Capital One Building - Dallas
362 362 362-001 WFB ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Industrial
364 364 364-001 WFB TRI-County Shopping Center
366 366 366-001 WFB Wildwood Office Building
369 369 369-001 WFB Val ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Apartments
372 372 372-001 WFB ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
378 378 378-001 WFB Active Self Storage - AZ
383 383 383-001 WFB Family Christian Store
384 384 384-001 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇▇▇▇ ▇▇
386 386 386-001 WFB Super Storage - Macon, GA
388 388 388-001 WFB Rite Aid - Warren (▇▇▇▇▇▇▇ Township), OH
392 392 392-001 WFB 1049-1057 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Shopping Center
400 400 400-001 WFB 42nd Street Retail--Odessa, TX
403 403 403-001 WFB ▇▇▇▇▇▇▇▇ & ▇▇▇▇ Apartments
405 405 405-001 WFB Advance Auto Parts Rock Island
406 406 406-001 WFB Southview Villas & The Cambridge
408 408 408-001 WFB Circle K- 1985 West Market, Akron- Mazeltov
413 413 413-001 WFB Advanced Auto Parts - Spring, Texas
414 414 414-001 WFB Country Manor
416 416 416-001 WFB H&Y Foods Industrial
417 417 417-001 WFB ▇▇▇▇▇▇▇▇▇ Costa Co
418 418 418-001 WFB Kinko's - Cincinnati, OH
422 422 422-001 WFB Circle K- ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
423 423 423-001 WFB Circle K - Albuquerque
3 PDG Portfolio Roll-Up
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Loan Group Cross-Collateralization(2) Original Balance Cut-Off Date Balance(3) NOI DSCR(4) NCF DSCR(4)
------------------------------------------------------------------------------------------------------------------------------------
$40,500,000 $40,243,828 1.52 1.36
15 1 No $24,000,000 $23,848,194 1.52 1.36
15 1 No $9,000,000 $8,943,073 1.52 1.36
15 1 No $7,500,000 $7,452,561 1.52 1.36
46 1 No $18,500,000 $18,500,000 1.80 1.57
93 1 No $10,000,000 $10,000,000 1.34 1.34
100 1 No $9,050,000 $9,050,000 1.52 1.40
102 1 No $9,000,000 $9,000,000 1.62 1.45
103 1 No $9,000,000 $8,983,042 1.20 1.13
113 1 No $8,500,000 $8,500,000 1.58 1.40
117 1 No $8,200,000 $8,200,000 1.56 1.35
147 1 No $6,800,000 $6,800,000 1.43 1.37
159 1 No $6,100,000 $6,093,619 1.74 1.57
$5,300,000 $5,300,000 1.51 1.37
186 1 No $3,320,000 $3,320,000 1.51 1.37
186 1 No $1,980,000 $1,980,000 1.51 1.37
197 1 No $5,000,000 $4,990,464 1.25 1.21
200 1 No $4,950,000 $4,950,000 1.48 1.37
205 1 No $4,700,000 $4,700,000 1.54 1.44
206 1 No $4,700,000 $4,695,046 1.79 1.60
209 1 No $4,600,000 $4,595,359 1.47 1.30
216 1 No $4,425,000 $4,416,671 1.52 1.36
229 1 No $4,062,500 $4,062,500 1.99 1.86
$3,825,000 $3,801,683 1.36 1.27
235 1 No $2,525,000 $2,509,608 1.36 1.27
235 1 No $1,300,000 $1,292,075 1.36 1.27
236 2 No $3,800,000 $3,800,000 1.53 1.50
252 1 No $3,500,000 $3,483,727 1.28 1.26
257 1 No $3,360,000 $3,348,899 1.42 1.21
273 2 No $3,000,000 $2,996,927 1.24 1.20
274 2 No $3,000,000 $2,996,832 1.23 1.20
275 1 No $3,000,000 $2,994,624 1.42 1.30
277 1 No $3,000,000 $2,994,303 1.48 1.42
280 1 No $3,000,000 $2,990,307 1.62 1.52
282 1 No $3,000,000 $2,988,146 1.30 1.22
286 2 No $2,935,000 $2,929,439 1.26 1.20
289 1 No $2,850,000 $2,844,742 1.32 1.25
290 1 No $2,816,000 $2,816,000 1.74 1.63
291 1 No $2,800,000 $2,800,000 1.65 1.59
292 2 No $2,800,000 $2,795,966 1.44 1.32
294 1 No $2,750,000 $2,738,756 1.32 1.23
295 1 No $2,730,000 $2,727,277 1.34 1.23
296 1 No $2,730,000 $2,717,307 1.29 1.25
300 1 No $2,650,000 $2,650,000 1.68 1.55
304 1 No $2,600,000 $2,600,000 1.56 1.45
305 1 No $2,550,000 $2,538,144 1.33 1.28
306 1 No $2,510,000 $2,510,000 1.64 1.60
312 1 No $2,430,000 $2,430,000 1.64 1.60
316 1 No $2,400,000 $2,395,300 1.25 1.25
317 1 No $2,400,000 $2,388,842 1.30 1.27
318 2 No $2,350,000 $2,350,000 1.46 1.34
322 1 No $2,300,000 $2,297,741 1.39 1.22
324 2 No $2,300,000 $2,295,738 1.44 1.29
325 1 No $2,300,000 $2,295,656 1.45 1.41
327 2 No $2,290,000 $2,281,307 1.51 1.33
330 1 No $2,250,000 $2,240,765 1.36 1.28
331 1 No $2,200,000 $2,197,892 1.41 1.23
$2,200,000 $2,197,876 1.51 1.44
332 2 No $1,111,168 $1,110,095 1.51 1.44
332 2 No $1,088,832 $1,087,781 1.51 1.44
333 1 No $2,200,000 $2,197,751 1.40 1.32
335 1 No $2,150,000 $2,147,831 1.36 1.31
338 2 No $2,100,000 $2,100,000 1.54 1.50
344 1 No $2,040,000 $2,040,000 1.76 1.62
346 2 No $2,000,000 $2,000,000 1.48 1.45
347 1 No $2,000,000 $2,000,000 1.25 1.20
$2,000,000 $2,000,000 1.66 1.61
349 1 No $1,408,240 $1,408,240 1.66 1.61
349 1 No $591,760 $591,760 1.66 1.61
352 1 No $2,000,000 $1,991,744 1.34 1.24
355 1 No $1,920,000 $1,920,000 1.64 1.52
356 1 No $1,925,000 $1,918,753 1.29 1.29
362 1 No $1,890,000 $1,888,049 1.38 1.21
364 1 No $1,850,000 $1,850,000 1.65 1.56
366 1 No $1,850,000 $1,846,602 1.28 1.15
369 1 No $1,850,000 $1,791,331 1.35 1.24
370 2 No $1,780,000 $1,776,690 1.25 1.20
372 1 No $1,750,000 $1,748,291 1.32 1.26
378 1 No $1,696,000 $1,696,000 1.44 1.40
383 1 No $1,600,000 $1,600,000 1.52 1.46
384 1 No $1,560,000 $1,560,000 1.65 1.49
386 1 No $1,550,000 $1,550,000 1.30 1.24
388 1 No $1,517,000 $1,515,507 1.41 1.31
392 1 No $1,500,000 $1,498,481 1.46 1.36
395 1 No $1,480,000 $1,477,333 1.37 1.20
400 1 No $1,400,000 $1,400,000 1.69 1.50
403 2 No $1,370,000 $1,367,534 1.38 1.27
405 1 No $1,300,000 $1,300,000 1.56 1.49
406 2 No $1,272,000 $1,269,574 1.31 1.20
408 1 No $1,225,000 $1,225,000 1.36 1.36
413 1 No $1,100,000 $1,098,077 1.32 1.25
414 2 No $1,064,000 $1,061,971 1.43 1.34
416 1 No $1,011,000 $1,011,000 1.41 1.34
417 1 No $1,000,000 $1,000,000 1.64 1.47
418 1 No $1,000,000 $1,000,000 1.91 1.77
422 1 No $920,000 $918,770 1.33 1.33
423 1 No $770,000 $766,697 1.31 1.31
$212,000,000 $212,000,000 1.25 1.22
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Post IO Period Cut-Off Balloon
Loan No. NCF DSCR(4) Date LTV(4) LTV(4) Street Address City
------------------------------------------------------------------------------------------------------------------------------------
NAP 77.2% 59.3%
15 NAP 77.2% 59.3% ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bluefield
15 NAP 77.2% 59.3% ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Middlesboro
15 NAP 77.2% 59.3% ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
46 1.32 71.2% 66.6% ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
93 NAP 66.0% 66.0% ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ NAP 73.6% 73.6% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ 1.23 76.8% 68.2% ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 67.7% 63.5% ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ NAP 79.4% 61.6% ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 80.0% 80.0% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.15 67.9% 61.3% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ NAP 69.2% 58.5% ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Bend
NAP 58.6% 49.6%
186 NAP 58.6% 49.6% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 58.6% 49.6% ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 78.0% 66.1% ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
200 1.15 71.7% 63.5% ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ 1.20 77.0% 69.5% ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
206 NAP 67.1% 56.6% ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 73.5% 62.4% ▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇
▇▇▇ NAP 74.9% 63.5% ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ 1.55 59.7% 52.8% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
NAP 73.8% 57.1%
235 NAP 73.8% 57.1% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ NAP 73.8% 57.1% ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.28 54.3% 48.4% ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
▇▇▇ NAP 71.8% 61.7% ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. Inglewood
257 NAP 68.3% 57.8% 25 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Way Woonsocket
273 NAP 79.9% 67.7% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ NAP 65.9% 55.5% ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ Arcadia
275 NAP 74.9% 63.9% ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
277 NAP 70.3% 59.6% ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Olathe
280 NAP 65.0% 55.2% ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ Meridian
282 NAP 74.7% 70.3% 6701-6749 E. 50th Ave Commerce City
286 NAP 68.9% 62.3% ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ Torrance
289 NAP 72.4% 61.6% ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Colleyville
290 1.38 80.0% 77.2% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.31 70.8% 63.6% 20046 & 20024 North ▇▇▇▇ ▇▇▇▇▇ Parkway Maricopa
292 NAP 55.9% 43.5% ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ Olathe
294 NAP 68.5% 58.2% ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Lodi
295 NAP 54.5% 46.4% ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Downey
296 NAP 68.8% 59.1% ▇▇▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ 1.30 74.6% 69.7% ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Worth
304 1.21 73.9% 65.3% ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 67.7% 58.1% ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
306 NAP 69.7% 69.7% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Saginaw
312 NAP 69.4% 69.4% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ NAP 71.3% 60.2% ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ NAP 69.2% 59.5% ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.15 66.0% 59.9% 6615 & ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
322 NAP 71.6% 61.0% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
324 NAP 74.1% 63.0% ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ City
325 NAP 70.0% 59.4% ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ Flagstaff
327 NAP 78.7% 74.2% ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ NAP 72.3% 61.5% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
331 NAP 68.7% 58.8% ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
NAP 55.8% 47.7%
332 NAP 55.8% 47.7% ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
332 NAP 55.8% 47.7% ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
333 NAP 73.3% 62.1% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Logansport
335 NAP 68.8% 58.4% ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
338 1.27 67.7% 60.1% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Charlevoix
344 1.37 67.4% 61.0% ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.21 63.5% 56.1% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ NAP 65.6% 43.5% ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
1.37 74.9% 68.0%
349 1.37 74.9% 68.0% ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ 1.37 74.9% 68.0% ▇▇▇ ▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
352 NAP 74.3% 63.1% ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Boulder
355 1.30 73.8% 67.2% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
356 NAP 57.3% 48.6% ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Farmers Branch
362 NAP 67.0% 56.6% 221- ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 1.30 74.0% 66.6% ▇▇▇▇ ▇▇ ▇▇▇▇ Schertz
366 NAP 59.6% 50.7% ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Boulder
369 NAP 61.3% 59.0% 415 & ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ NAP 62.3% 53.0% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
372 NAP 71.4% 60.9% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Mankato
378 1.20 74.4% 71.8% ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ Grande
383 1.23 78.8% 71.2% ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Cincinnati
384 1.26 78.0% 70.6% ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇
▇▇▇ 1.04 76.7% 68.0% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
388 NAP 69.8% 59.5% ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
392 NAP 35.3% 29.9% 1049, 1051 & ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 101 Encinitas
395 NAP 77.8% 66.4% ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
400 1.28 69.0% 61.4% ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ NAP 77.0% 65.8% ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ & ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ 1.27 66.0% 60.0% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
406 NAP 79.8% 67.7% 508, 605, & ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Minot
408 NAP 61.3% 56.3% ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Akron
413 NAP 66.3% 56.9% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ NAP 79.8% 67.6% ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Minot
416 1.14 69.2% 62.8% ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ of Industry
417 1.26 55.6% 49.5% ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ 1.51 62.9% 56.0% ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
422 NAP 64.7% 51.2% ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
▇▇▇ NAP 63.6% 50.2% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
NAP 77.5% 77.5%
------------------------------------------------------------------------------------------------------------------------------------
Mortgage
Loan No. State Zip Code Property Type Property Sub-Type Units/SF(5) Year Built
------------------------------------------------------------------------------------------------------------------------------------
15 WV 24701 Retail Anchored 660,925 1980
15 ▇▇ ▇▇▇▇▇ Retail Anchored 319,483 1983
15 ▇▇ ▇▇▇▇▇ Retail Anchored 219,740 ▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Hospitality Limited Service 161 1990
93 CA 90265 Mixed Use Office/Retail 22,279 1991
100 PA 18640 Industrial Warehouse 249,600 1990
102 PA 18974 Office Suburban 93,522 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Industrial Warehouse 147,300 1972
113 PA 17701 Hospitality Limited Service 110 1998
117 CA 93308 Industrial Warehouse 359,700 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Industrial Warehouse 75,317 2006
159 OR 97701 Hospitality Limited Service 80 2002
186 OR 97477 Multifamily Garden 110 1970
186 OR 97477 Hospitality Limited Service 66 1969, 1972
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Free Standing 13,102 1938
200 FL 32935 Office Suburban 64,853 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Mixed Use Office/Retail 31,817 1920
206 VA 22939 Hospitality Limited Service 66 2002
209 WI 54935 Retail Anchored 98,019 1964, 1970
216 IA 52401 Office Urban 92,553 1938
229 ▇▇ ▇▇▇▇▇ Retail Unanchored 50,480 2007
235 ▇▇ ▇▇▇▇▇ Industrial Flex 50,178 1998, 2005
235 TX 78626 Industrial Flex 19,672 2001
236 OR 97501 Manufactured Housing Community Manufactured Housing Community 175 1999, 2002
▇▇▇ ▇▇ ▇▇▇▇▇ Self Storage Self Storage 32,540 1977
257 RI 02895 Office Suburban 46,862 1980
273 SC 29456 Manufactured Housing Community Manufactured Housing Community 153 1984, 1987, 1999, ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 25 1964
275 CO 80260 Retail Unanchored 34,707 1983
277 KS 66062 Self Storage Self Storage 86,950 1995, 2001
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Free Standing 25,457 2006
282 CO 80022 Industrial Warehouse 94,627 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 29 1964
289 TX 76034 Office Suburban 16,353 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored 27,679 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored 13,674 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 113 1980
294 CA 95242 Office Suburban 15,252 2005
295 CA 90240 Office Medical 14,300 1969
296 CA 92505 Self Storage Self Storage 50,188 1988
300 TX 76155 Industrial Flex 29,352 2002
304 CA 92688 Office Suburban 12,738 2002
305 CA 93555 Self Storage Self Storage 57,233 1987
306 MI 48603 Retail Free Standing 11,060 1999
312 AL 36201 Retail Free Standing 11,108 1999
316 KY 40511 Retail Free Standing 14,820 2006
317 CA 92408 Self Storage Self Storage 44,063 1985
318 AZ 85015 Multifamily Garden 64 1969
322 AZ 85040 Industrial Warehouse 45,330 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 100 1974
325 AZ 86001 Retail Unanchored 17,988 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 120 1979
330 NV 89120 Office Suburban 11,685 2003
331 FL 32216 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇,▇▇▇ ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 24 1964
332 MA 02474 Multifamily Garden 22 1968
333 IN 46947 Retail Free Standing 23,884 1999
335 IN 46113 Self Storage Self Storage 77,475 2000, 2004
338 MI 49720 Manufactured Housing Community Manufactured Housing Community 104 1965
344 CA 93308 Office Suburban 13,578 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Manufactured Housing Community Manufactured Housing Community 49 1959
347 SD 57104 Retail Free Standing 22,674 2007
349 VT 05701 Self Storage Self Storage 26,750 1959, 1985, 1996
349 VT 05759 Self Storage Self Storage 15,775 1985
352 CO 80301 Industrial Flex 21,275 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Free Standing 14,400 1982
356 TX 75244 Other Leased Fee 64,528 2006
▇▇▇ ▇▇ ▇▇▇▇▇ Industrial Warehouse 57,821 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Shadow Anchored 12,000 2006
366 CO 80303 Office Suburban 16,145 1994
369 AZ 85213 Retail Shadow Anchored 15,206 1995
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 16 1969
372 MN 56001 Retail Shadow Anchored 6,300 2006
378 AZ 85222 Self Storage Self Storage 36,050 2000
383 OH 45249 Retail Free Standing 6,203 2003
384 KY 41042 Office Suburban 12,813 2001
386 GA 31211 Self Storage Self Storage 34,358 1977
388 OH 44484 Retail Free Standing 11,325 1996
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored 9,201 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored 40,750 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored 15,101 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Mid Rise 41 1967, 1969
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Shadow Anchored 7,000 2007
406 ND 58701 Multifamily Garden 36 1977, 1983
408 OH 44313 Retail Free Standing 2,800 1996
413 TX 77379 Retail Free Standing 7,000 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Multifamily Garden 24 1996
416 ▇▇ ▇▇▇▇▇ Industrial Warehouse 10,868 1989
417 CA 94577 Office Suburban 9,600 1980
418 OH 45209 Retail Free Standing 6,544 1997
422 OH 44303 Retail Free Standing 2,840 ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇ Retail Free Standing 2,977 1990
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Year Renovated Percent Leased(6) Percent Leased as of Date(6) Security Type(7)
------------------------------------------------------------------------------------------------------------------------------------
15 1990 98.5% 12/11/2006 Fee
15 1990-1993, 1995 97.8% 12/11/2006 Fee
15 1998 90.9% 12/11/2006 Fee
46 2004, 2005 68.3% 12/31/2006 Fee
93 NAP 96.7% 08/23/2006 Fee
100 NAP 100.0% 02/05/2007 Fee
102 2003 86.4% 01/12/2007 Fee
103 1978 100.0% 02/28/2007 Fee
113 NAP 80.4% 12/31/2006 Fee
117 1999 100.0% 05/01/2007 Fee
147 NAP 100.0% 05/01/2007 Fee
159 NAP 71.8% 12/31/2006 Fee
186 NAP 98.2% 01/01/2007 Fee
186 NAP 52.0% 12/31/2006 Fee
197 1999 100.0% 05/01/2007 Fee
200 NAP 97.1% 01/01/2007 Fee
205 NAP 97.0% 02/07/2007 Fee
206 NAP 75.6% 12/31/2006 Fee
209 NAP 85.6% 02/28/2007 Fee
216 2001 100.0% 05/01/2007 Fee
229 NAP 100.0% 02/05/2007 Fee
235 NAP 100.0% 05/01/2007 Fee
235 NAP 100.0% 05/01/2007 Fee
236 NAP 76.0% 03/27/2007 Fee
252 NAP 94.4% 09/11/2006 Fee
257 2000 100.0% 01/08/2007 Fee
273 NAP 91.5% 01/22/2007 Fee
274 NAP 100.0% 02/22/2007 Fee
275 NAP 88.1% 02/26/2007 Fee
277 NAP 83.8% 02/11/2007 Fee
280 NAP 100.0% 05/01/2007 Fee
282 NAP 100.0% 10/18/2006 Fee
286 NAP 96.6% 02/26/2007 Fee
289 NAP 94.1% 11/01/2006 Fee
290 NAP 88.9% 04/11/2007 Fee
291 NAP 74.8% 12/03/2006 Fee
292 2003 89.4% 02/23/2007 Fee
294 NAP 100.0% 12/20/2006 Fee
295 NAP 100.0% 05/01/2007 Fee
296 NAP 94.2% 09/11/2006 Fee
300 NAP 100.0% 03/28/2007 Fee
304 NAP 100.0% 12/10/2006 Fee
305 NAP 98.3% 09/11/2006 Fee
306 NAP 100.0% 05/01/2007 Fee
312 NAP 100.0% 05/01/2007 Fee
316 NAP 100.0% 05/01/2007 Fee / Leasehold
317 NAP 96.1% 09/11/2006 Fee
318 NAP 95.3% 01/16/2007 Fee
322 NAP 100.0% 02/27/2007 Fee
324 2005 92.0% 02/19/2007 Fee
325 NAP 100.0% 01/22/2007 Fee
327 NAP 95.8% 09/14/2006 Fee
330 2006 100.0% 05/01/2007 Fee
331 NAP 100.0% 03/13/2007 Fee
332 NAP 100.0% 02/08/2007 Fee
332 NAP 100.0% 02/08/2007 Fee
333 NAP 100.0% 12/21/2006 Fee
335 NAP 75.4% 03/06/2007 Fee
338 1992 96.2% 11/20/2006 Fee
344 NAP 100.0% 05/01/2007 Fee
346 NAP 93.9% 01/11/2007 Fee
347 NAP 100.0% 05/01/2007 Fee
349 NAP 91.0% 09/26/2006 Fee
349 NAP 86.9% 09/26/2006 Fee
352 NAP 100.0% 05/01/2007 Fee
355 NAP 100.0% 03/09/2006 Fee
356 NAP 100.0% 05/01/2007 Fee
362 NAP 95.1% 12/01/2006 Fee
364 NAP 89.2% 12/18/2006 Fee
366 NAP 86.1% 02/01/2007 Fee
369 NAP 83.4% 01/09/2007 Fee
370 NAP 100.0% 02/26/2007 Fee
372 NAP 100.0% 03/19/2007 Fee
378 NAP 89.5% 12/31/2006 Fee
383 NAP 100.0% 05/01/2007 Fee
384 NAP 100.0% 01/25/2007 Fee
386 2003 79.4% 01/30/2007 Fee
388 NAP 100.0% 05/01/2007 Fee
392 NAP 100.0% 02/01/2007 Fee
395 2006 98.6% 12/31/2006 Fee
400 2006 89.9% 01/18/2007 Fee
403 NAP 92.7% 01/15/2007 Fee
405 NAP 100.0% 05/01/2007 Fee
406 2004, 2005 100.0% 11/01/2006 Fee
408 NAP 100.0% 05/01/2007 Fee
413 NAP 100.0% 09/01/2006 Fee
414 2004 100.0% 02/08/2007 Fee
416 NAP 100.0% 11/20/2006 Fee
417 2003, 2005 100.0% 12/08/2006 Fee
418 NAP 100.0% 05/01/2007 Fee
422 NAP 100.0% 05/01/2007 Fee
423 NAP 100.0% 05/01/2007 Fee
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Lien Position Related Borrower List Cut-Off Date Balance per Unit or SF Note Date
------------------------------------------------------------------------------------------------------------------------------------
12/29/2006
15 First NAP $34 12/29/2006
15 First NAP $34 12/29/2006
15 First NAP $34 12/29/2006
46 First NAP $114,907 03/21/2007
93 First NAP $449 01/31/2007
100 First NAP $36 02/09/2007
102 First NAP $96 02/22/2007
103 First NAP $61 02/28/2007
113 First NAP $77,273 04/02/2007
117 First NAP $23 02/13/2007
147 First NAP $90 03/26/2007
159 First NAP $76,170 03/09/2007
04/09/2007
186 First NAP $30,114 04/09/2007
186 First NAP $30,114 04/09/2007
197 First NAP $381 02/28/2007
200 First NAP $76 02/28/2007
205 First NAP $148 02/15/2007
206 First NAP $71,137 03/22/2007
209 First NAP $47 03/07/2007
216 First NAP $48 02/02/2007
229 First NAP $80 02/16/2007
12/08/2006
235 First 64, 235 $54 12/08/2006
235 First 64, 235 $54 12/08/2006
236 First NAP $21,714 03/30/2007
252 First 88, 167, 252, 296, 305, 317 $107 01/12/2007
257 First NAP $71 01/08/2007
273 First NAP $19,588 03/21/2007
274 First NAP $119,873 03/16/2007
275 First NAP $86 02/09/2007
277 First NAP $34 02/16/2007
280 First NAP $117 01/05/2007
282 First NAP $32 12/06/2006
286 First 286, 370 $101,015 02/28/2007
289 First NAP $174 02/05/2007
290 First NAP $102 03/28/2007
291 First NAP $205 01/04/2007
292 First NAP $24,743 03/16/2007
294 First NAP $180 12/18/2006
295 First NAP $191 03/15/2007
296 First 88, 167, 252, 296, 305, 317 $54 01/10/2007
300 First NAP $90 04/02/2007
304 First NAP $204 01/12/2007
305 First 88, 167, 252, 296, 305, 317 $44 01/10/2007
306 First 306, 312 $227 12/27/2006
312 First 306, 312 $219 12/27/2006
316 First NAP $162 02/28/2007
317 First 88, 167, 252, 296, 305, 317 $54 01/12/2007
318 First NAP $36,719 02/26/2007
322 First NAP $51 03/16/2007
324 First NAP $22,957 02/23/2007
325 First NAP $128 02/13/2007
327 First NAP $19,011 12/12/2006
330 First NAP $192 11/30/2006
331 First NAP $112 03/19/2007
03/28/2007
332 First NAP $47,780 03/28/2007
332 First NAP $47,780 03/28/2007
333 First NAP $92 02/12/2007
335 First NAP $28 03/30/2007
338 First 151, 263, 338 $20,192 02/09/2007
344 First NAP $150 01/24/2007
346 First NAP $40,816 12/13/2006
347 First NAP $88 04/02/2007
04/10/2007
349 First NAP $47 04/10/2007
349 First NAP $47 04/10/2007
352 First 352, 366 $94 12/11/2006
355 First NAP $133 02/12/2007
356 First NAP $30 01/19/2007
362 First NAP $33 03/12/2007
364 First NAP $154 02/20/2007
366 First 352, 366 $114 02/14/2007
369 First NAP $118 11/03/2004
370 First 286, 370 $111,043 02/28/2007
372 First NAP $278 03/21/2007
378 First NAP $47 03/08/2007
383 First NAP $258 01/19/2007
384 First NAP $122 01/24/2007
386 First NAP $45 02/27/2007
388 First NAP $134 03/06/2007
392 First NAP $163 02/14/2007
395 First NAP $36 02/02/2007
400 First NAP $93 01/31/2007
403 First NAP $33,354 02/07/2007
405 First NAP $186 03/09/2007
406 First 406, 414 $35,266 02/22/2007
408 First NAP $438 04/11/2007
413 First NAP $157 02/20/2007
414 First 406, 414 $44,249 02/22/2007
416 First NAP $93 03/12/2007
417 First NAP $104 03/13/2007
418 First NAP $153 02/12/2007
422 First NAP $324 03/30/2007
423 First NAP $258 01/25/2007
04/03/2007
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. First Payment Date (P&I) (8) First Payment Date (IO) (8) Maturity Date Due Date Grace Period(9)
------------------------------------------------------------------------------------------------------------------------------------
02/01/2007 NAP 01/01/2017
15 02/01/2007 NAP 01/01/2017 1 5
15 02/01/2007 NAP 01/01/2017 1 5
15 02/01/2007 NAP 01/01/2017 1 5
46 05/01/2012 05/01/2007 04/01/2017 1 5
93 NAP 03/01/2007 02/01/2012 1 5
100 NAP 04/05/2007 03/05/2017 5 0
102 04/01/2009 04/01/2007 03/01/2017 1 5
103 04/01/2007 NAP 03/01/2012 1 5
113 06/01/2007 NAP 05/01/2017 1 5
117 NAP 04/01/2007 03/01/2012 1 5
147 05/01/2010 05/01/2007 04/01/2017 1 5
159 05/01/2007 NAP 04/01/2017 1 5
06/01/2007 NAP 05/01/2017
186 06/01/2007 NAP 05/01/2017 1 5
186 06/01/2007 NAP 05/01/2017 1 5
197 04/01/2007 NAP 03/01/2017 1 5
200 04/01/2009 04/01/2007 03/01/2017 1 5
205 04/01/2010 04/01/2007 03/01/2017 1 5
206 05/01/2007 NAP 04/01/2017 1 5
209 05/01/2007 NAP 04/01/2017 1 5
216 04/01/2007 NAP 03/01/2017 1 5
229 04/01/2009 04/01/2007 03/01/2017 1 5
02/01/2007 NAP 01/01/2017
235 02/01/2007 NAP 01/01/2017 1 5
235 02/01/2007 NAP 01/01/2017 1 5
236 05/01/2009 05/01/2007 04/01/2017 1 5
252 03/01/2007 NAP 02/01/2014 1 5
257 03/01/2007 NAP 02/01/2017 1 5
273 05/01/2007 NAP 04/01/2017 1 5
274 05/01/2007 NAP 04/01/2017 1 5
275 04/01/2007 NAP 03/01/2017 1 5
277 04/01/2007 NAP 03/01/2017 1 5
280 03/01/2007 NAP 02/01/2017 1 5
282 02/01/2007 NAP 01/01/2012 1 5
286 04/01/2007 NAP 03/01/2014 1 5
289 04/01/2007 NAP 03/01/2017 1 5
290 05/01/2009 05/01/2007 04/01/2012 1 5
291 03/01/2010 03/01/2007 02/01/2017 1 5
292 05/01/2007 NAP 04/01/2017 1 5
294 02/01/2007 NAP 01/01/2017 1 5
295 05/01/2007 NAP 04/01/2017 1 5
296 03/01/2007 NAP 02/01/2014 1 5
300 06/01/2012 06/01/2007 05/01/2017 1 5
304 03/01/2009 03/01/2007 02/01/2017 1 5
305 03/01/2007 NAP 02/01/2014 1 5
306 NAP 02/01/2007 01/01/2017 1 5
312 NAP 02/01/2007 01/01/2017 1 5
316 04/01/2007 NAP 03/01/2017 1 5
317 03/01/2007 NAP 02/01/2014 1 5
318 05/01/2010 05/01/2007 04/01/2017 1 5
322 05/01/2007 NAP 04/01/2017 1 5
324 04/01/2007 NAP 03/01/2017 1 5
325 04/01/2007 NAP 03/01/2017 1 5
327 02/01/2007 NAP 01/01/2012 1 5
330 02/01/2007 NAP 01/01/2017 1 5
331 05/01/2007 NAP 04/01/2017 1 5
05/01/2007 NAP 04/01/2017
332 05/01/2007 NAP 04/01/2017 1 5
332 05/01/2007 NAP 04/01/2017 1 5
333 05/01/2007 NAP 04/01/2017 1 5
335 05/01/2007 NAP 04/01/2017 1 5
338 04/01/2009 04/01/2007 03/01/2017 1 5
344 03/01/2010 03/01/2007 02/01/2017 1 5
346 02/01/2009 02/01/2007 01/01/2017 1 5
347 06/01/2007 NAP 05/01/2017 1 5
06/01/2010 06/01/2007 05/01/2017
349 06/01/2010 06/01/2007 05/01/2017 1 5
349 06/01/2010 06/01/2007 05/01/2017 1 5
352 02/01/2007 NAP 01/01/2017 1 5
355 04/01/2010 04/01/2007 03/01/2017 1 5
356 03/01/2007 NAP 02/01/2017 1 5
362 05/01/2007 NAP 04/01/2017 1 5
364 04/01/2010 04/01/2007 03/01/2017 1 5
366 04/01/2007 NAP 03/01/2017 1 5
369 01/01/2005 NAP 12/01/2009 1 5
370 04/01/2007 NAP 03/01/2017 1 5
372 05/01/2007 NAP 04/01/2017 1 5
378 05/01/2009 05/01/2007 04/01/2012 1 5
383 03/01/2010 03/01/2007 02/01/2017 1 5
384 03/01/2010 03/01/2007 02/01/2017 1 5
386 04/01/2009 04/01/2007 03/01/2017 1 5
388 05/01/2007 NAP 04/01/2017 1 5
392 05/01/2007 NAP 04/01/2017 1 5
395 04/01/2007 NAP 03/01/2017 1 5
400 03/01/2009 03/01/2007 02/01/2017 1 5
403 04/01/2007 NAP 03/01/2017 1 5
405 06/01/2010 06/01/2007 05/01/2017 1 5
406 04/01/2007 NAP 03/01/2017 1 5
408 06/01/2007 NAP 05/01/2012 1 5
413 04/01/2007 NAP 03/01/2017 1 5
414 04/01/2007 NAP 03/01/2017 1 5
416 05/01/2010 05/01/2007 04/01/2017 1 5
417 05/01/2009 05/01/2007 04/01/2017 1 5
418 04/01/2009 04/01/2007 03/01/2017 1 5
422 05/01/2007 NAP 04/01/2017 1 5
423 03/01/2007 NAP 02/01/2017 1 5
NAP 06/01/2007 05/01/2017
------------------------------------------------------------------------------------------------------------------------------------
Mortgage
Loan No. ARD Loan Lockbox Status Lockbox Type Original Term to Maturity Remaining Term to Maturity Original Amort. Term(10)
------------------------------------------------------------------------------------------------------------------------------------
Springing Hard 120 116 300
15 No Springing Hard 120 116 300
15 No Springing Hard 120 116 300
15 No Springing Hard 120 116 300
46 No None NAP 120 119 360
93 No Springing Hard 60 57 IO
100 No Springing Hard 120 118 IO
102 No None NAP 120 118 360
103 No None NAP 60 58 360
113 No Springing Hard 120 120 300
117 No None NAP 60 58 IO
147 No None NAP 120 119 360
159 No None NAP 120 119 360
None NAP 120 120 360
186 No None NAP 120 120 360
186 No None NAP 120 120 360
197 No Springing Hard 120 118 360
200 No None NAP 120 118 360
205 No None NAP 120 118 360
206 Yes Springing Hard 120 119 360
209 No None NAP 120 119 360
216 No Springing Hard 120 118 360
229 No None NAP 120 118 360
Springing Hard 120 116 300
235 No Springing Hard 120 116 300
235 No Springing Hard 120 116 300
236 No None NAP 120 119 360
252 No None NAP 84 81 300
257 No None NAP 120 117 360
273 No None NAP 120 119 360
274 No None NAP 120 119 360
275 No None NAP 120 118 360
277 No None NAP 120 118 360
280 No None NAP 120 117 360
282 No None NAP 60 56 360
286 No None NAP 84 82 360
289 No None NAP 120 118 360
290 No None NAP 60 59 360
291 No None NAP 120 117 360
292 No None NAP 120 119 300
294 No None NAP 120 116 360
295 No Springing Hard 120 119 360
296 No None NAP 84 81 300
300 No None NAP 120 120 360
304 No None NAP 120 117 360
305 No None NAP 84 81 300
306 No Springing Hard 120 116 IO
312 No Springing Hard 120 116 IO
316 Yes Springing Hard 120 118 360
317 No None NAP 84 81 300
318 No None NAP 120 119 360
322 No None NAP 120 119 360
324 No None NAP 120 118 360
325 No None NAP 120 118 360
327 No None NAP 60 56 360
330 No None NAP 120 116 360
331 No Springing Hard 120 119 360
None NAP 120 119 360
332 No None NAP 120 119 360
332 No None NAP 120 119 360
333 No Springing Hard 120 119 360
335 No None NAP 120 119 360
338 No None NAP 120 118 360
344 No None NAP 120 117 360
346 No None NAP 120 116 360
347 No Springing Hard 120 120 240
None NAP 120 120 360
349 No None NAP 120 120 360
349 No None NAP 120 120 360
352 No None NAP 120 116 360
355 No Springing Hard 120 118 360
356 No None NAP 120 117 360
362 No None NAP 120 119 360
364 No None NAP 120 118 360
366 No None NAP 120 118 360
369 No None NAP 60 31 360
370 No None NAP 120 118 360
372 No None NAP 120 119 360
378 No None NAP 60 59 360
383 No Springing Hard 120 117 360
384 No None NAP 120 117 360
386 No None NAP 120 118 360
388 No Springing Hard 120 119 360
392 No None NAP 120 119 360
395 No None NAP 120 118 360
400 No None NAP 120 117 360
403 No None NAP 120 118 360
405 No Springing Hard 120 120 360
406 No None NAP 120 118 360
408 No In-Place Hard 60 60 300
413 No Springing Hard 120 118 360
414 No None NAP 120 118 360
416 No None NAP 120 119 360
417 Yes Springing Hard 120 119 360
418 No Springing Hard 120 118 360
422 No In-Place Hard 120 119 300
423 No In-Place Hard 120 117 300
In-Place Hard 120 120 IO
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Remaining Amort. Term Mortgage Rate Monthly Payment (P&I) Monthly Payment (IO) Third Most Recent NOI
-----------------------------------------------------------------------------------------------------------------------------------
296 5.445% $247,377 NAP
15 296 5.445% $146,594 NAP NAP
15 296 5.445% $54,973 NAP NAP
15 296 5.445% $45,811 NAP $675,928
46 360 5.900% $109,730 $92,222 NAP
93 IO 5.640% NAP $47,653 $454,552
100 IO 5.820% NAP $44,502 NAP
102 360 6.035% $54,162 $45,891 NAP
103 358 5.865% $53,181 NAP NAP
113 300 5.950% $54,506 NAP $1,048,916
117 IO 5.890% NAP $40,807 NAP
147 360 5.870% $40,203 $33,725 NAP
159 359 5.740% $35,559 NAP $452,098
360 5.870% $31,335 NAP
186 360 5.870% $19,628 NAP $345,149
186 360 5.870% $11,706 NAP NAP
197 358 5.810% $29,370 NAP $402,730
200 360 5.855% $29,218 $24,487 $491,793
205 360 5.770% $27,488 $22,913 NAP
206 359 5.700% $27,279 NAP $343,890
209 359 5.930% $27,373 NAP NAP
216 358 5.870% $26,161 NAP $570,403
229 360 5.800% $23,837 $19,908 NAP
296 5.690% $23,925 NAP
235 296 5.690% $15,794 NAP NAP
235 296 5.690% $8,131 NAP NAP
236 360 6.200% $23,274 $19,906 NAP
252 297 5.800% $22,125 NAP $320,642
257 357 5.760% $19,629 NAP $94,216
273 359 5.850% $17,698 NAP NAP
274 359 5.690% $17,393 NAP $257,717
275 358 6.090% $18,160 NAP $294,965
277 358 5.830% $17,660 NAP $269,836
280 357 5.890% $17,775 NAP NAP
282 356 6.080% $18,141 NAP $323,120
286 358 5.840% $17,296 NAP $250,916
289 358 5.960% $17,014 NAP $129,134
290 360 6.030% $16,938 $14,347 NAP
291 360 5.620% $16,110 $13,295 NAP
292 299 6.010% $18,058 NAP NAP
294 356 5.900% $16,311 NAP NAP
295 359 5.990% $16,350 NAP NAP
296 297 5.800% $17,257 NAP $225,576
300 360 5.770% $15,498 $12,919 NAP
304 360 5.810% $15,272 $12,763 $245,873
305 297 5.800% $16,119 NAP $232,998
306 IO 5.884% NAP $12,478 NAP
312 IO 5.884% NAP $12,081 NAP
316 358 5.690% $13,914 NAP NAP
317 297 5.800% $15,171 NAP $190,843
318 360 6.155% $14,324 $12,221 NAP
322 359 6.070% $13,893 NAP NAP
324 358 5.940% $13,701 NAP NAP
325 358 5.854% $13,575 NAP NAP
327 356 6.290% $14,160 NAP $168,879
330 356 5.880% $13,317 NAP NAP
331 359 6.200% $13,474 NAP NAP
359 6.160% $13,417 NAP
332 359 6.160% $6,777 NAP $148,141
332 359 6.160% $6,641 NAP $145,164
333 359 5.860% $12,993 NAP $230,376
335 359 5.930% $12,794 NAP $158,213
338 360 5.980% $12,564 $10,610 $236,644
344 360 6.000% $12,231 $10,342 NAP
346 360 5.800% $11,735 $9,801 NAP
347 240 6.100% $14,444 NAP NAP
360 6.140% $12,172 $10,375
349 360 6.140% $8,570 $7,306 $154,336
349 360 6.140% $3,601 $3,070 $64,854
352 356 5.850% $11,799 NAP NAP
355 360 6.230% $11,797 $10,106 NAP
356 357 5.865% $11,375 NAP NAP
362 359 5.810% $11,102 NAP $124,288
364 360 5.720% $10,761 $8,941 NAP
366 358 5.980% $11,068 NAP $192,343
369 331 5.560% $10,574 NAP $207,239
370 358 5.925% $10,586 NAP $141,251
372 359 6.100% $10,605 NAP NAP
378 360 6.120% $10,300 $8,770 $147,151
383 360 5.890% $9,480 $7,962 $141,799
384 360 6.040% $9,393 $7,961 $158,983
386 360 5.920% $9,213 $7,753 $64,714
388 359 6.060% $9,154 NAP NAP
392 359 5.910% $8,907 NAP $165,753
395 358 6.065% $8,935 NAP NAP
400 360 6.160% $8,538 $7,286 NAP
403 358 6.070% $8,276 NAP $155,742
405 360 6.200% $7,962 $6,810 NAP
406 358 5.810% $7,472 NAP NAP
408 300 6.960% $8,627 NAP NAP
413 358 6.200% $6,737 NAP NAP
414 358 5.810% $6,250 NAP NAP
416 360 6.075% $6,110 $5,189 NAP
417 360 6.180% $6,112 $5,222 $103,084
418 360 6.085% $6,050 $5,141 $123,367
422 299 6.490% $6,206 NAP NAP
423 297 6.370% $5,137 NAP NAP
IO 5.760% NAP $1,031,733
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Third Most Recent NOI End Date Second Most Recent NOI Second Most Recent NOI End Date Most Recent NOI
------------------------------------------------------------------------------------------------------------------------------------
15 NAP $2,676,875 12/31/2005 $2,759,877
15 NAP $635,831 12/31/2005 $880,591
15 12/31/2004 $804,463 12/31/2005 $777,288
46 NAP $965,410 12/31/2005 $2,150,596
93 12/31/2004 $584,864 12/31/2005 $619,275
100 NAP NAP NAP $892,781
102 NAP $362,150 12/31/2005 $455,084
103 NAP NAP NAP NAP
113 12/31/2004 $1,028,500 12/31/2005 $1,037,898
117 NAP $879,996 12/31/2004 $879,996
147 NAP NAP NAP NAP
159 12/31/2004 $564,287 12/31/2005 $743,970
186 12/31/2004 $313,713 12/31/2005 $354,408
186 NAP $172,403 12/31/2005 $300,519
197 12/31/2004 $434,970 12/31/2005 $523,507
200 12/31/2004 $462,270 12/31/2005 $492,182
205 NAP $385,803 12/31/2005 $437,095
206 12/31/2004 $532,109 12/31/2005 $586,591
209 NAP $451,423 12/31/2005 $520,723
216 12/31/2004 $570,403 12/31/2005 $570,408
229 NAP NAP NAP NAP
235 NAP NAP NAP $288,306
235 NAP NAP NAP $164,840
236 NAP $101,061 12/31/2005 $294,789
252 12/31/2004 $339,663 12/31/2005 $333,180
257 12/31/2004 $146,129 12/31/2005 $374,755
273 NAP $223,921 12/31/2005 $267,159
274 12/31/2004 $263,214 12/31/2005 $264,619
275 12/31/2004 $304,205 12/31/2005 $245,907
277 12/31/2004 $284,651 12/31/2005 $302,486
280 NAP NAP NAP NAP
282 12/31/2004 $298,503 12/31/2005 $315,347
286 12/31/2004 $265,374 12/31/2005 $253,906
289 12/31/2004 $216,503 12/31/2005 $299,426
290 NAP $277,975 12/31/2005 $304,288
291 NAP NAP NAP NAP
292 NAP $235,483 12/31/2005 $289,657
294 NAP NAP NAP NAP
295 NAP NAP NAP NAP
296 12/31/2004 $249,047 12/31/2005 $262,260
300 NAP NAP NAP NAP
304 12/31/2004 $229,788 12/31/2005 $241,628
305 12/31/2004 $250,023 12/31/2005 $265,553
306 NAP NAP NAP NAP
312 NAP NAP NAP NAP
316 NAP NAP NAP NAP
317 12/31/2004 $178,244 12/31/2005 $231,034
318 NAP $173,246 12/31/2005 $179,639
322 NAP NAP NAP NAP
324 NAP NAP NAP $244,644
325 NAP $235,150 12/31/2005 $208,585
327 12/31/2004 $227,601 12/31/2005 $266,447
330 NAP NAP NAP NAP
331 NAP $277,161 12/31/2005 $281,628
332 12/31/2004 $151,757 12/31/2005 $160,190
332 12/31/2004 $148,707 12/31/2005 $156,971
333 12/31/2004 $229,566 12/31/2005 $224,960
335 12/31/2005 $199,649 12/31/2006 $217,276
338 12/31/2004 $243,854 12/31/2005 $206,698
344 NAP NAP NAP NAP
346 NAP $180,202 T-12 08/31/2006 $269,240
347 NAP NAP NAP NAP
349 12/31/2005 $155,791 12/31/2006 $165,846
349 12/31/2005 $65,465 12/31/2006 $69,691
352 NAP NAP NAP NAP
355 NAP NAP NAP NAP
356 NAP NAP NAP NAP
362 12/31/2004 $194,609 12/31/2005 $183,586
364 NAP NAP NAP NAP
366 12/31/2004 $181,645 12/31/2005 $216,301
369 ▇▇▇ 6 mos. 06/30/2004 $176,122 12/31/2005 $153,200
370 12/31/2004 $145,835 12/31/2005 $167,318
372 NAP NAP NAP NAP
378 12/31/2005 $150,477 12/31/2006 $172,764
383 12/31/2004 $123,258 12/31/2005 $143,611
384 12/31/2004 $183,491 12/31/2005 $183,831
386 12/31/2005 $112,350 12/31/2006 $133,709
388 NAP NAP NAP NAP
392 12/31/2004 $154,736 12/31/2005 $150,090
395 NAP NAP NAP NAP
400 NAP NAP NAP NAP
403 12/31/2004 $137,564 12/31/2005 $149,892
405 NAP NAP NAP NAP
406 NAP $142,825 12/31/2005 $140,674
408 NAP NAP NAP NAP
413 NAP NAP NAP NAP
414 NAP NAP NAP $119,126
416 NAP NAP NAP NAP
417 12/31/2004 $112,450 12/31/2005 $111,677
418 12/31/2004 $116,442 12/31/2005 $118,956
422 NAP NAP NAP NAP
423 NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. Most Recent NOI End Date Underwritten EGI Underwritten Expenses Underwritable NOI Underwritten Reserves
------------------------------------------------------------------------------------------------------------------------------------
$8,419,767 $3,913,943 $4,505,823 $464,290
15 T-12 08/31/2006 $4,902,381 $2,241,661 $2,660,720 $237,039
15 T-12 08/31/2006 $1,948,827 $884,267 $1,064,560 $134,881
15 T-12 08/31/2006 $1,568,559 $788,015 $780,544 $92,370
46 T-12 01/31/2007 $6,308,875 $4,321,936 $1,986,939 $252,355
93 12/31/2006 $1,120,807 $352,180 $768,627 $3,342
100 12/31/2006 $992,922 $180,561 $812,361 $62,576
102 12/31/2006 $1,296,070 $402,769 $893,301 $93,295
103 NAP $960,325 $192,328 $767,997 $45,826
113 12/31/2006 $2,972,798 $1,938,641 $1,034,158 $118,912
117 12/31/2005 $1,576,563 $810,996 $765,567 $105,842
147 NAP $790,771 $213,464 $577,307 $22,891
159 12/31/2006 $1,810,457 $1,067,767 $742,689 $72,418
$1,456,393 $888,120 $568,273 $52,954
186 12/31/2006 $681,578 $344,324 $337,254 $21,962
186 12/31/2006 $774,815 $543,796 $231,019 $30,993
197 12/31/2006 $533,816 $93,944 $439,872 $14,316
200 12/31/2006 $776,100 $341,841 $434,259 $32,798
205 12/31/2006 $730,149 $307,088 $423,061 $28,011
206 12/31/2006 $1,603,705 $1,016,867 $586,838 $64,148
209 12/31/2006 $734,465 $250,341 $484,124 $57,300
216 12/28/2006 $853,197 $377,297 $475,900 $49,072
229 NAP $599,190 $122,710 $476,480 $32,871
$401,531 $12,046 $389,485 $25,597
235 12/31/2006 $271,982 $8,159 $263,822 $17,713
235 12/31/2006 $129,549 $3,886 $125,663 $7,884
236 12/31/2006 $577,778 $211,459 $366,319 $8,750
252 T-12 09/30/2006 $527,224 $188,573 $338,651 $4,881
257 ▇▇▇ 7 mos. 07/31/2006 $609,216 $274,916 $334,301 $48,738
273 12/31/2006 $401,270 $138,283 $262,987 $7,650
274 12/31/2006 $366,516 $110,337 $256,179 $6,025
275 ▇▇▇ 11 mos. 11/30/2006 $533,292 $224,091 $309,201 $25,526
277 12/31/2006 $531,414 $217,623 $313,791 $13,043
280 NAP $467,498 $122,842 $344,656 $19,530
282 ▇▇▇ 9 mos. 09/30/2006 $482,385 $198,344 $284,041 $17,979
286 12/31/2006 $394,308 $132,991 $261,317 $12,326
289 ▇▇▇ 10 mos. 10/31/2006 $409,507 $139,816 $269,690 $15,098
290 12/31/2006 $425,468 $125,623 $299,845 $19,667
291 NAP $341,852 $78,033 $263,819 $10,481
292 12/31/2006 $674,052 $362,866 $311,187 $24,874
294 NAP $362,757 $103,430 $259,326 $18,801
295 NAP $334,718 $71,442 $263,276 $22,453
296 T-12 09/30/2006 $459,386 $192,656 $266,730 $7,528
300 NAP $380,714 $120,756 $259,958 $18,945
304 ▇▇▇ 9 mos. 09/30/2006 $325,282 $86,984 $238,297 $16,943
305 T-12 09/30/2006 $404,942 $147,808 $257,134 $8,585
306 NAP $250,800 $5,016 $245,784 $5,929
312 NAP $242,963 $4,859 $238,103 $5,848
316 NAP $331,477 $123,315 $208,162 $0
317 T-12 09/30/2006 $416,674 $179,273 $237,401 $6,609
318 12/31/2006 $461,358 $247,210 $214,149 $17,182
322 NAP $346,628 $114,159 $232,469 $28,387
324 12/31/2006 $601,578 $364,867 $236,711 $25,000
325 12/31/2006 $307,119 $71,217 $235,902 $6,112
327 T-12 09/30/2006 $480,640 $224,833 $255,807 $30,000
330 NAP $257,939 $40,586 $217,353 $12,706
331 12/31/2006 $411,221 $182,496 $228,725 $30,586
$422,567 $179,072 $243,495 $11,500
332 12/31/2006 $213,429 $90,445 $122,984 $5,808
332 12/31/2006 $209,138 $88,627 $120,512 $5,692
333 12/31/2006 $283,139 $64,640 $218,499 $13,192
335 ▇▇▇ 6 mos. 02/28/2007 $342,930 $133,527 $209,403 $7,748
338 ▇▇▇ 9 mos. 12/31/2006 $317,940 $121,360 $196,580 $5,200
344 NAP $290,821 $71,935 $218,886 $17,554
346 T-3 09/30/2006 $363,872 $190,361 $173,510 $3,019
347 NAP $228,029 $10,795 $217,234 $9,459
$435,186 $228,404 $206,782 $6,379
349 T-12 02/28/2007 $306,423 $160,824 $145,600 $4,491
349 T-12 02/28/2007 $128,763 $67,580 $61,183 $1,887
352 NAP $296,630 $106,207 $190,423 $14,938
355 NAP $208,769 $10,020 $198,749 $14,033
356 NAP $176,000 $0 $176,000 $0
362 12/31/2006 $252,118 $67,921 $184,197 $23,364
364 NAP $239,158 $62,275 $176,883 $9,059
366 12/31/2006 $270,786 $101,216 $169,570 $16,635
369 12/31/2006 $246,494 $75,022 $171,473 $13,821
370 12/31/2006 $233,407 $74,102 $159,305 $6,825
372 NAP $214,292 $46,370 $167,922 $7,585
378 T-6 02/27/2007 $242,759 $91,432 $151,327 $3,605
383 12/31/2006 $186,628 $41,406 $145,223 $5,602
384 T-12 10/31/2006 $220,557 $63,307 $157,250 $15,341
386 ▇▇▇ 6 mos. 01/31/2007 $251,484 $130,290 $121,194 $6,184
388 NAP $159,656 $4,790 $154,866 $10,629
392 12/31/2006 $206,858 $51,154 $155,704 $10,697
395 NAP $206,206 $59,023 $147,183 $18,894
400 NAP $211,200 $63,853 $147,347 $16,213
403 12/31/2006 $248,974 $112,073 $136,901 $10,523
405 NAP $168,710 $41,562 $127,148 $5,640
406 T-12 11/01/2006 $227,936 $110,198 $117,738 $10,008
408 NAP $140,824 $0 $140,824 $0
413 NAP $152,962 $46,454 $106,508 $5,052
414 T-12 12/01/2006 $172,005 $64,836 $107,169 $6,744
416 NAP $107,528 $19,715 $87,813 $4,232
417 12/08/2006 $166,392 $63,926 $102,465 $10,136
418 12/31/2006 $162,442 $44,398 $118,044 $8,605
422 NAP $99,229 $0 $99,229 $0
423 NAP $80,931 $0 $80,931 $0
$20,725,837 $5,211,367 $15,514,470 $463,051
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Underwritable Balloon Current Source of Valuation Largest
Loan No. Cash Flow Balance Value(11) Value(11) Date Tenant(12)
------------------------------------------------------------------------------------------------------------------------------------
$4,041,534 $30,870,119 $52,100,000
15 $2,423,681 $18,293,405 $30,000,000 Appraisal 10/13/2006 ▇▇▇▇▇ and Barry's
15 $929,678 $6,860,026 $12,000,000 Appraisal 10/06/2006 ▇▇▇▇▇ & ▇▇▇▇▇'▇
15 $688,174 $5,716,688 $10,100,000 Appraisal 10/06/2006 ▇▇▇▇▇▇▇ Dept Store
46 $1,734,584 $17,304,438 $26,000,000 Appraisal 01/01/2007 NAP
93 $765,285 $10,000,000 $15,150,000 Appraisal 10/03/2006 Pacific Coast Greens
100 $749,785 $9,050,000 $12,300,000 Appraisal 01/12/2007 Clarcor Air Filtration Products, Inc.
102 $800,006 $8,000,106 $11,725,000 Appraisal 01/01/2008 Freedom Credit Union
103 $722,171 $8,419,256 $13,260,000 Appraisal 02/01/2007 Volume Distributors
113 $915,246 $6,595,365 $10,700,000 Appraisal 01/01/2007 NAP
117 $659,725 $8,200,000 $10,250,000 Appraisal 01/26/2007 Bakersfield Cold & Dry Storage
147 $554,415 $6,139,091 $10,018,800 Appraisal 01/02/2007 SAS Safe Corp
159 $670,271 $5,144,532 $8,800,000 Appraisal 01/05/2007 NAP
$515,319 $4,488,286
186 $315,293 $2,811,530 $5,490,000 Appraisal 01/22/2007 NAP
186 $200,026 $1,676,756 $3,550,000 Appraisal 04/01/2007 NAP
197 $425,557 $4,228,125 $6,400,000 Appraisal 01/24/2007 ▇▇▇▇▇▇▇▇-Sonoma Stores, Inc.
200 $401,461 $4,382,195 $6,900,000 Appraisal 02/04/2007 MGI USA, Inc.
205 $395,050 $4,237,176 $6,100,000 Appraisal 10/24/2006 Bridging the Gap
206 $522,690 $3,959,055 $7,000,000 Appraisal 01/01/2007 NAP
209 $426,824 $3,901,442 $6,250,000 Appraisal 02/15/2007 Childrens Center
216 $426,828 $3,748,587 $5,900,000 Appraisal 12/20/2006 Intermec Technologies Corporation
229 $443,609 $3,591,971 $6,800,000 Appraisal 12/29/2006 Ashley Furniture Homestore
$363,888 $2,940,273 $5,150,000
235 $246,110 $1,940,964 $3,800,000 Appraisal 10/17/2006 Lifeport, Inc.
235 $117,779 $999,309 $1,350,000 Appraisal 10/10/2006 Lifeport, Inc.
236 $357,569 $3,388,176 $7,000,000 Appraisal 02/12/2007 NAP
252 $333,770 $2,992,731 $4,850,000 Appraisal 11/21/2006 NAP
257 $285,562 $2,834,452 $4,900,000 Appraisal 11/17/2006 Northern RI Medical Group (2nd Fl.)
273 $255,337 $2,538,413 $3,750,000 Appraisal 01/25/2007 NAP
274 $250,154 $2,526,294 $4,550,000 Appraisal 02/07/2007 NAP
275 $283,675 $2,557,892 $4,000,000 Appraisal 01/09/2007 Holiday Plaza Coin Laundry
277 $300,748 $2,538,391 $4,260,000 Appraisal 01/09/2007 NAP
280 $325,126 $2,540,530 $4,600,000 Appraisal 04/01/2007 Sierra Trading Post, Inc.
282 $266,062 $2,812,598 $4,000,000 Appraisal 10/23/2006 Bimbo Bakeries
286 $248,991 $2,649,717 $4,250,000 Appraisal 01/15/2007 NAP
289 $254,593 $2,420,779 $3,930,000 Appraisal 12/01/2006 Peoples Bank
290 $280,178 $2,717,252 $3,520,000 Appraisal 02/09/2007 Odyssey HealthCare
291 $253,338 $2,514,926 $3,955,000 Appraisal 11/30/2006 Century 21 RE
292 $286,313 $2,176,388 $5,000,000 Appraisal 01/18/2007 NAP
294 $240,526 $2,329,749 $4,000,000 Appraisal 11/16/2006 Renal Treatment Center-CA, Inc.
295 $240,824 $2,319,499 $5,000,000 Appraisal 02/01/2007 Total Renal Care, Inc.
296 $259,202 $2,334,330 $3,950,000 Appraisal 11/27/2006 NAP
300 $241,013 $2,474,912 $3,550,000 Appraisal 02/07/2007 Creditwatch Services, L.L.C.
304 $221,354 $2,297,553 $3,520,000 Appraisal 11/28/2006 ▇▇▇▇ & ▇▇▇▇▇
305 $248,549 $2,180,419 $3,750,000 Appraisal 11/21/2006 NAP
306 $239,855 $2,510,000 $3,600,000 Appraisal 11/22/2006 Rite Aid of Michigan, Inc
312 $232,255 $2,430,000 $3,500,000 Appraisal 11/28/2006 Rite Aid
316 $208,162 $2,022,185 $3,360,000 Appraisal 01/09/2007 Walgreen Co.
317 $230,792 $2,052,159 $3,450,000 Appraisal 11/27/2006 NAP
318 $196,966 $2,133,198 $3,560,000 Appraisal 01/19/2007 NAP
322 $204,082 $1,958,712 $3,210,000 Appraisal 02/08/2007 SuperShuttle
324 $211,711 $1,952,460 $3,100,000 Appraisal 01/04/2007 NAP
325 $229,790 $1,947,491 $3,280,000 Appraisal 01/03/2007 Goodwill
327 $225,807 $2,152,708 $2,900,000 Appraisal 09/07/2006 NAP
330 $204,647 $1,905,035 $3,100,000 Appraisal 11/06/2006 Wolf, Rifkin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
331 $198,139 $1,880,575 $3,200,000 Appraisal 02/07/2007 US INS
$231,995 $1,878,421 $3,940,000
332 $117,175 $948,746 $1,990,000 Appraisal 02/27/2007 NAP
332 $114,820 $929,675 $1,950,000 Appraisal 02/27/2007 NAP
333 $205,307 $1,862,055 $3,000,000 Appraisal 01/02/2007 Staples, Inc.
335 $201,655 $1,823,500 $3,120,000 Appraisal 02/06/2007 NAP
338 $191,380 $1,864,389 $3,100,000 Appraisal 12/13/2006 NAP
344 $201,332 $1,845,959 $3,025,000 Appraisal 10/05/2006 Chicago Title Company
346 $170,492 $1,767,076 $3,150,000 Appraisal 09/22/2006 NAP
347 $207,775 $1,324,605 $3,048,000 Appraisal 02/07/2007 Tractor Supply
$200,404 $1,815,379 $2,670,000
349 $141,108 $1,278,244 $1,880,000 Appraisal 02/26/2007 NAP
349 $59,295 $537,135 $790,000 Appraisal 02/26/2007 NAP
352 $175,486 $1,691,864 $2,680,000 Appraisal 10/31/2006 Colorlink, Inc.
355 $184,716 $1,746,338 $2,600,000 Appraisal 10/02/2006 CORT Business Services Corporation
356 $176,000 $1,628,973 $3,350,000 Appraisal 12/07/2006 Capital One
362 $160,833 $1,597,301 $2,820,000 Appraisal 12/05/2006 Inland Materials, Inc
364 $167,824 $1,666,170 $2,500,000 Appraisal 04/01/2007 CATO
366 $152,935 $1,572,307 $3,100,000 Appraisal 11/17/2006 Advanced Spine & Sports
369 $157,651 $1,722,701 $2,920,000 Appraisal 03/19/2007 Tots Unlimited
370 $152,480 $1,510,366 $2,850,000 Appraisal 01/15/2007 NAP
372 $160,337 $1,491,618 $2,450,000 Appraisal 02/05/2007 Blockbuster
378 $147,722 $1,637,617 $2,280,000 Appraisal 02/20/2007 NAP
383 $139,620 $1,444,752 $2,030,000 Appraisal 12/12/2006 Family Christian Stores, Inc.
384 $141,910 $1,412,692 $2,000,000 Appraisal 12/13/2006 First Horizon Home Loan Corp.
386 $115,009 $1,374,233 $2,020,000 Appraisal 01/04/2007 NAP
388 $144,237 $1,291,524 $2,170,000 Appraisal 01/24/2007 Rite Aid of Ohio, Inc.
392 $145,007 $1,271,460 $4,250,000 Appraisal 01/04/2007 Vapor Studio
395 $128,289 $1,260,977 $1,900,000 Appraisal 12/17/2006 Specialty Retailers LP, dba "Bealls"
400 $131,134 $1,246,845 $2,030,000 Appraisal 12/14/2006 Fast Eddies
403 $126,378 $1,167,425 $1,775,000 Appraisal 01/08/2007 NAP
405 $121,508 $1,181,329 $1,970,000 Appraisal 02/12/2007 Advance Stores Company, Inc.
406 $107,730 $1,075,635 $1,590,000 Appraisal 10/16/2006 NAP
408 $140,824 $1,125,700 $2,000,000 Appraisal 03/09/2007 Alimentation Couche-Tard
413 $101,456 $940,877 $1,655,000 Appraisal 01/18/2007 Advance Stores Company, Incorporated.
414 $100,425 $899,745 $1,330,000 Appraisal 10/16/2006 NAP
416 $83,581 $916,343 $1,460,000 Appraisal 12/18/2006 H&Y Foods
417 $92,330 $891,235 $1,800,000 Appraisal 02/06/2007 ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ Co.
418 $109,439 $889,893 $1,590,000 Appraisal 01/22/2007 Kinko's
422 $99,229 $726,445 $1,420,000 Appraisal 03/09/2007 Alimentation Couche-Tard
423 $80,931 $605,363 $1,205,000 Appraisal 12/12/2006 Circle K Stores Inc
$15,051,419 $212,000,000 $273,400,000
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Lease Lease
Loan No. Expiration Date % NSF Second Largest Tenant(12) Expiration Date % NSF Third Largest Tenant(12)
------------------------------------------------------------------------------------------------------------------------------------
15 01/31/2014 15.6% JC Penney 10/31/2010 14.7% Sears
15 01/31/2013 26.2% Belk 01/31/2009 17.8% ▇.▇. Penney Co.
15 01/31/2011 20.1% Capitol Theatre Associates 01/31/2013 16.2% Goody's Store
46 NAP NAP NAP NAP NAP NAP
93 07/31/2010 38.5% ▇▇▇▇▇ ▇▇▇▇▇▇▇ 07/31/2009 9.7% ▇▇. ▇▇▇▇▇
100 03/31/2017 100.0% NAP NAP NAP NAP
102 03/31/2012 24.2% Brokerage Concepts of Delaware, Inc. 12/31/2008 20.3% Inspection One
103 02/28/2017 100.0% NAP NAP NAP NAP
113 NAP NAP NAP NAP NAP NAP
117 02/14/2012 100.0% NAP NAP NAP NAP
147 12/31/2022 72.5% Wesco Enterprises 10/31/2008 27.5% NAP
159 NAP NAP NAP NAP NAP NAP
186 NAP NAP NAP NAP NAP NAP
186 NAP NAP NAP NAP NAP NAP
197 03/21/2015 100.0% NAP NAP NAP NAP
200 07/31/2007 8.0% Devereux 09/30/2008 5.6% IT Micronet
205 04/30/2009 14.8% Blayney's 12/31/2009 14.6% Matsu Japanese Restaurant
206 NAP NAP NAP NAP NAP NAP
209 05/14/2011 15.3% Save-A-Lot 08/07/2010 15.0% Family Dollar
216 12/31/2010 100.0% NAP NAP NAP NAP
229 03/01/2017 85.8% Sleep City USA 03/01/2017 14.2% NAP
235 10/31/2021 100.0% NAP NAP NAP NAP
235 10/31/2021 100.0% NAP NAP NAP NAP
236 NAP NAP NAP NAP NAP NAP
252 NAP NAP NAP NAP NAP NAP
257 11/30/2010 26.9% Cardiology Associates 10/31/2011 23.7% Bank of America
273 NAP NAP NAP NAP NAP NAP
274 NAP NAP NAP NAP NAP NAP
275 03/31/2012 9.0% ▇▇▇▇, Eulado and ▇▇▇▇▇ 10/31/2009 8.8% N Hondrogiannis (Parkway Cafe)
277 NAP NAP NAP NAP NAP NAP
280 12/31/2016 100.0% NAP NAP NAP NAP
282 02/01/2010 30.5% Five Star Corp 04/30/2009 15.9% Vend One
286 NAP NAP NAP NAP NAP NAP
289 04/30/2013 29.7% ▇▇▇▇▇ Investments 06/30/2010 20.2% Ideal Image
290 05/01/2010 22.7% ▇▇▇▇▇▇▇'▇ Valley Wide 10/01/2011 9.8% ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MD
291 03/31/2011 20.3% Penasco's Mexican Restaurant 08/31/2018 18.4% Dentistry at Maricopa
292 NAP NAP NAP NAP NAP NAP
294 04/30/2016 51.7% ▇▇▇▇▇▇▇ Development, Inc. 11/30/2018 26.7% Bank of Agriculture & Commerce
295 10/31/2011 100.0% NAP NAP NAP NAP
296 NAP NAP NAP NAP NAP NAP
300 10/31/2008 41.2% Grand Texas Homes 10/15/2011 21.5% ▇▇▇▇▇▇ Wellness Company, Inc.
304 12/31/2008 34.9% ▇▇▇▇▇, Inc. 04/30/2007 16.1% Keystone Pacific Property
305 NAP NAP NAP NAP NAP NAP
306 09/30/2024 100.0% NAP NAP NAP NAP
312 09/30/2024 100.0% NAP NAP NAP NAP
316 05/31/2031 100.0% NAP NAP NAP NAP
317 NAP NAP NAP NAP NAP NAP
318 NAP NAP NAP NAP NAP NAP
322 10/31/2009 52.9% Christian's of Scottsdale 02/28/2021 19.7% Service Associates
324 NAP NAP NAP NAP NAP NAP
325 03/31/2010 63.9% ▇▇▇▇▇ ▇▇▇▇▇▇ 06/14/2008 27.0% TLC Vet
327 NAP NAP NAP NAP NAP NAP
330 12/31/2019 100.0% NAP NAP NAP NAP
331 04/18/2019 100.0% NAP NAP NAP NAP
332 NAP NAP NAP NAP NAP NAP
332 NAP NAP NAP NAP NAP NAP
333 01/31/2015 100.0% NAP NAP NAP NAP
335 NAP NAP NAP NAP NAP NAP
338 NAP NAP NAP NAP NAP NAP
344 05/07/2011 61.0% Centex 12/31/2011 25.5% Yellowbook
346 NAP NAP NAP NAP NAP NAP
347 03/31/2022 100.0% NAP NAP NAP NAP
349 NAP NAP NAP NAP NAP NAP
349 NAP NAP NAP NAP NAP NAP
352 08/01/2016 100.0% NAP NAP NAP NAP
355 02/28/2011 100.0% NAP NAP NAP NAP
356 09/04/2026 100.0% NAP NAP NAP NAP
362 01/31/2010 55.3% Safelite Glass Corp 11/30/2011 39.8% NAP
364 01/31/2012 31.9% Payless Shoesource 10/31/2011 25.0% ▇▇▇▇▇ Beauty Company, Inc.
366 02/28/2008 23.8% Whole Health Medicine 11/30/2008 19.3% Quest Diagnostics
369 07/31/2010 32.9% Tri-City Express Care 10/31/2015 20.9% Super Cleaners
370 NAP NAP NAP NAP NAP NAP
372 02/29/2012 38.1% Chipotle 11/02/2016 33.3% Starbucks
378 NAP NAP NAP NAP NAP NAP
383 01/30/2017 100.0% NAP NAP NAP NAP
384 06/30/2011 35.7% ▇▇▇▇▇ Dental Service 06/30/2013 32.6% Primary Pediatrics, PSC
386 NAP NAP NAP NAP NAP NAP
388 01/28/2017 100.0% NAP NAP NAP NAP
392 01/31/2010 23.8% What Distribution 03/31/2009 19.4% Cardiff Classics
395 04/03/2016 58.7% ▇▇▇▇▇'▇ Outlet-TX, Inc. 04/30/2011 31.9% Subway Real Estate Corp.
400 11/30/2016 66.7% CitiFinancial 08/31/2011 13.9% ▇▇▇▇ ▇▇▇▇ Insurance
403 NAP NAP NAP NAP NAP NAP
405 01/31/2022 100.0% NAP NAP NAP NAP
406 NAP NAP NAP NAP NAP NAP
408 04/11/2024 100.0% NAP NAP NAP NAP
413 08/31/2021 100.0% NAP NAP NAP NAP
414 NAP NAP NAP NAP NAP NAP
416 11/30/2020 100.0% NAP NAP NAP NAP
417 09/30/2014 100.0% NAP NAP NAP NAP
418 07/06/2012 100.0% NAP NAP NAP NAP
422 03/30/2024 100.0% NAP NAP NAP NAP
423 12/26/2023 100.0% NAP NAP NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Lease Insurance Escrow Tax Escrow Capital Expenditure
Loan No. Expiration Date % NSF in Place in Place(13) Escrow in Place
------------------------------------------------------------------------------------------------------------------------------------
15 10/31/2010 14.3% No Yes Yes
15 08/31/2008 15.8% No Yes Yes
15 01/31/2010 11.3% No Yes Yes
46 NAP NAP No Yes Yes
93 07/07/2014 9.2% No No No
100 NAP NAP No Yes Yes
102 01/31/2008 8.7% Yes Yes Yes
103 NAP NAP No No No
113 NAP NAP Yes Yes Yes
117 NAP NAP No No Yes
147 NAP NAP Yes Yes No
159 NAP NAP Yes Yes Yes
186 NAP NAP Yes Yes Yes
186 NAP NAP Yes Yes Yes
197 NAP NAP Yes Yes Yes
200 08/15/2008 5.4% Yes Yes Yes
205 02/28/2011 14.6% Yes Yes Yes
206 NAP NAP Yes Yes Yes
209 12/31/2011 9.6% Yes Yes Yes
216 NAP NAP No No Yes
229 NAP NAP Yes Yes No
235 NAP NAP No No No
235 NAP NAP No No No
236 NAP NAP Yes Yes No
252 NAP NAP Yes Yes No
257 05/31/2008 18.2% Yes Yes No
273 NAP NAP Yes Yes Yes
274 NAP NAP Yes Yes Yes
275 01/31/2013 8.6% Yes Yes Yes
277 NAP NAP Yes Yes Yes
280 NAP NAP No Yes No
282 04/30/2008 12.6% Yes Yes Yes
286 NAP NAP Yes Yes No
289 12/31/2010 11.2% Yes Yes Yes
290 03/01/2009 9.0% Yes Yes Yes
291 02/28/2014 16.3% Yes Yes No
292 NAP NAP Yes Yes Yes
294 11/30/2011 18.6% No No No
295 NAP NAP No No No
296 NAP NAP Yes Yes No
300 05/31/2010 20.3% No Yes No
304 07/31/2007 15.3% Yes Yes No
305 NAP NAP Yes Yes No
306 NAP NAP No No No
312 NAP NAP No No No
316 NAP NAP No No No
317 NAP NAP Yes Yes No
318 NAP NAP Yes Yes No
322 09/30/2010 17.5% Yes Yes No
324 NAP NAP Yes Yes Yes
325 06/30/2010 9.1% Yes Yes No
327 NAP NAP Yes Yes Yes
330 NAP NAP Yes Yes No
331 NAP NAP Yes Yes Yes
332 NAP NAP Yes Yes Yes
332 NAP NAP Yes Yes Yes
333 NAP NAP No No No
335 NAP NAP No No No
338 NAP NAP Yes Yes Yes
344 06/14/2012 13.5% No No No
346 NAP NAP No No No
347 NAP NAP Yes No No
349 NAP NAP Yes Yes Yes
349 NAP NAP Yes Yes Yes
352 NAP NAP Yes Yes No
355 NAP NAP No No No
356 NAP NAP No No No
362 NAP NAP No No No
364 02/28/2012 11.9% Yes Yes No
366 04/30/2010 10.9% Yes Yes No
369 10/31/2010 13.0% Yes Yes No
370 NAP NAP Yes Yes No
372 02/28/2017 28.6% Yes Yes Yes
378 NAP NAP Yes Yes Yes
383 NAP NAP Yes Yes Yes
384 11/30/2009 31.7% Yes Yes Yes
386 NAP NAP Yes Yes Yes
388 NAP NAP No No No
392 11/30/2009 18.5% No No No
395 09/14/2016 4.4% Yes Yes Yes
400 12/31/2012 9.2% Yes Yes Yes
403 NAP NAP No No No
405 NAP NAP No No No
406 NAP NAP Yes Yes Yes
408 NAP NAP No No No
413 NAP NAP No No No
414 NAP NAP Yes Yes Yes
416 NAP NAP Yes Yes No
417 NAP NAP No No No
418 NAP NAP Yes Yes No
422 NAP NAP No No No
423 NAP NAP No No No
------------------------------------------------------------------------------------------------------------------------------------
Mortgage TI/LC Escrow Other Escrow
Loan No. in Place(15) Description(16) Springing Escrow Description(17)
------------------------------------------------------------------------------------------------------------------------------------
15 No NAP Insurance, TI/LC
15 No NAP Insurance, TI/LC
15 No NAP Insurance, TI/LC
46 No NAP Insurance
93 No NAP Tax, Insurance,CapEx, TI/LC
100 Yes NAP Insurance, TI/LC, Other
102 Yes NAP NAP
103 No NAP NAP
113 No NAP NAP
117 Yes NAP Tax, Insurance, TI/LC
147 No NAP NAP
159 No NAP NAP
186 No NAP NAP
186 No NAP NAP
197 No NAP TI/LC
200 Yes NAP NAP
205 No NAP TI/LC
206 No NAP NAP
209 Yes NAP NAP
216 No NAP Tax, Insurance, TI/LC
229 No NAP TI/LC
235 No NAP Tax, Insurance
235 No NAP Tax, Insurance
236 No NAP CapEx
252 No NAP NAP
257 No NAP TI/LC
273 No NAP NAP
274 No NAP NAP
275 Yes NAP NAP
277 No NAP NAP
280 Yes NAP Insurance
282 Yes NAP NAP
286 No NAP NAP
289 Yes NAP TI/LC
290 Yes NAP NAP
291 Yes Economic Holdback NAP
292 No NAP NAP
294 No NAP Tax, Insurance, TI/LC
295 No NAP Tax, Insurance, TI/LC, Other
296 No NAP NAP
300 No Required Tenant Impound Insurance, TI/LC
304 No NAP TI/LC
305 No NAP NAP
306 No NAP Tax, Insurance, TI/LC, Other
312 No NAP Tax, Insurance, TI/LC
316 No NAP Tax, Insurance,CapEx, TI/LC
317 No NAP NAP
318 No NAP NAP
322 No NAP NAP
324 No NAP NAP
325 Yes NAP NAP
327 No NAP NAP
330 No NAP NAP
331 No NAP TI/LC
332 No NAP NAP
332 No NAP NAP
333 No NAP Tax, Insurance, TI/LC
335 No NAP NAP
338 No NAP NAP
344 No NAP Tax, Insurance, TI/LC
346 No NAP Tax, Insurance
347 No Debt Service Reserve and Minimum Account Balance Impounds Tax,CapEx, TI/LC
349 No NAP NAP
349 No NAP NAP
352 Yes Free Rent Holdback NAP
355 No NAP Tax, TI/LC, Insurance
356 No NAP Tax, Insurance, TI/LC
362 No NAP TI/LC
364 No Vacant Space Holdback and Marble Slab Holdback Impounds NAP
366 No NAP TI/LC
369 Yes NAP NAP
370 No NAP NAP
372 Yes NAP TI/LC
378 No NAP NAP
383 No NAP TI/LC
384 Yes NAP TI/LC
386 Yes Rent Up Impound NAP
388 No NAP NAP
392 No NAP TI/LC
395 Yes NAP TI/LC
400 No NAP TI/LC
403 No NAP Tax, Insurance, CapEx, Other
405 No NAP Tax, Insurance, TI/LC
406 No NAP NAP
408 No NAP Other
413 No NAP Tax, Insurance,CapEx, TI/LC
414 No NAP NAP
416 Yes NAP NAP
417 No NAP Tax, Insurance, TI/LC
418 No Debt Service Reserve Impound Capex, TI/LC
422 No NAP Other
423 No NAP Other
------------------------------------------------------------------------------------------------------------------------------------
Mortgage Initial Capital Expenditure Monthly Capital Expenditure Current Capital Expenditure Initial TI/LC
Loan No. Escrow Requirement(18) Escrow Requirement(19) Escrow Balance(20) Escrow Requirement(21)
------------------------------------------------------------------------------------------------------------------------------------
15 $0 $9,724 $29,191 $0
15 $0 $3,647 $10,947 $0
15 $0 $3,039 $9,122 $0
46 $0 4% of Monthly Gross Revenues $0 $0
93 $0 $0 $0 $0
100 $0 $2,927 $2,927 $33,313
102 $0 $1,566 $1,566 $750,000
103 $0 $0 $0 $0
113 $0 $9,909 $0 $0
117 $0 $2,998 $2,998 $500,000
147 $0 $0 $0 $0
159 $0 4% of Monthly Gross Revenues $0 $0
186 $0 $1,830 $0 $0
186 $0 $2,583 $0 $0
197 $0 $229 $229 $0
200 $0 $1,407 $1,407 $200,000
205 $0 $608 $608 $0
206 $0 $5,346 $0 $0
209 $0 $1,232 $0 $0
216 $0 $1,543 $1,543 $0
229 $0 $0 $0 $0
235 $0 $0 $0 $0
235 $0 $0 $0 $0
236 $0 $0 $0 $0
252 $0 $0 $0 $0
257 $0 $0 $0 $0
273 $0 $638 $0 $0
274 $0 $502 $0 $0
275 $0 $868 $868 $0
277 $0 $1,087 $1,087 $0
280 $0 $0 $0 $0
282 $150,000 $0 $150,337 $150,000
286 $0 $0 $0 $0
289 $0 $204 $204 $0
290 $0 $346 $0 $0
291 $0 $0 $0 $0
292 $50,000 $2,073 $50,000 $0
294 $0 $0 $0 $0
295 $0 $0 $0 $0
296 $0 $0 $0 $0
300 $0 $0 $0 $0
304 $0 $0 $0 $0
305 $0 $0 $0 $0
306 $0 $0 $0 $0
312 $0 $0 $0 $0
316 $0 $0 $0 $0
317 $0 $0 $0 $0
318 $0 $0 $0 $0
322 $0 $0 $0 $0
324 $0 $2,083 $2,083 $0
325 $0 $0 $0 $100,000
327 $0 $2,500 $7,500 $0
330 $0 $0 $0 $0
331 $0 $327 $0 $0
332 $0 $484 $0 $0
332 $0 $474 $0 $0
333 $0 $0 $0 $0
335 $0 $0 $0 $0
338 $0 $433 $433 $0
344 $0 $0 $0 $0
346 $0 $0 $0 $0
347 $0 $0 $0 $0
349 $0 $375 $0 $0
349 $0 $157 $0 $0
352 $0 $0 $0 $0
355 $0 $0 $0 $0
356 $0 $0 $0 $0
362 $0 $0 $0 $0
364 $0 $0 $0 $0
366 $0 $0 $0 $0
369 $0 $0 $0 $0
370 $0 $0 $0 $0
372 $0 $79 $0 $21,000
378 $0 $300 $0 $0
383 $0 $78 $155 $0
384 $0 $214 $642 $0
386 $15,600 $515 $16,115 $285,000
388 $0 $0 $0 $0
392 $0 $0 $0 $0
395 $0 $509 $509 $0
400 $0 $340 $680 $0
403 $0 $0 $0 $0
405 $0 $0 $0 $0
406 $0 $834 $834 $0
408 $0 $0 $0 $0
413 $0 $0 $0 $0
414 $0 $562 $562 $0
416 $0 $0 $0 $0
417 $0 $0 $0 $0
418 $0 $0 $0 $0
422 $0 $0 $0 $0
423 $0 $0 $0 $0
------------------------------------------------------------------------------------------------------------------------------------
Mortgage
Loan No. Monthly TI/LC Escrow Requirement(22) Current TI/LC Escrow Balance(23) Environmental Insurance Interest Accrual Method
------------------------------------------------------------------------------------------------------------------------------------
Actual/360
15 $0 $0 No Actual/360
15 $0 $0 No Actual/360
15 $0 $0 No Actual/360
46 $0 $0 No Actual/360
93 $0 $0 No Actual/360
100 $0 $0 No Actual/360
102 $0 $750,253 No Actual/360
103 $0 $0 No Actual/360
113 $0 $0 No Actual/360
117 $0 $501,750 No Actual/360
147 $0 $0 No Actual/360
159 $0 $0 No Actual/360
Actual/360
186 $0 $0 No Actual/360
186 $0 $0 No Actual/360
197 $0 $0 Yes - Group Actual/360
200 $0 $200,143 Yes - Group Actual/360
205 $0 $0 No Actual/360
206 $0 $0 No Actual/360
209 $4,754 $0 Yes - Group Actual/360
216 $0 $0 Yes - Group Actual/360
229 $0 $0 Yes - Group Actual/360
Actual/360
235 $0 $0 No Actual/360
235 $0 $0 No Actual/360
236 $0 $0 No Actual/360
252 $0 $0 Yes - Group Actual/360
257 $0 $0 Yes - Group Actual/360
273 $0 $0 Yes - Group Actual/360
274 $0 $0 Yes - Group Actual/360
275 $1,462 $1,462 Yes - Group Actual/360
277 $0 $0 Yes - Group Actual/360
280 $1,309 $2,618 Yes - Group Actual/360
282 $0 $150,337 Yes - Group Actual/360
286 $0 $0 Yes - Group Actual/360
289 $1,054 $1,054 Yes - Group Actual/360
290 $1,362 $0 Yes - Group Actual/360
291 $772 $1,545 Yes - Group Actual/360
292 $0 $0 Yes - Group Actual/360
294 $0 $0 Yes - Group Actual/360
295 $0 $0 Yes - Group Actual/360
296 $0 $0 Yes - Group Actual/360
300 $0 $0 Yes - Group Actual/360
304 $0 $0 Yes - Group Actual/360
305 $0 $0 Yes - Group Actual/360
306 $0 $0 No Actual/360
312 $0 $0 Yes - Group Actual/360
316 $0 $0 Yes - Group Actual/360
317 $0 $0 Yes - Group Actual/360
318 $0 $0 Yes - Group Actual/360
322 $0 $0 Yes - Group Actual/360
324 $0 $0 Yes - Group Actual/360
325 $0 $100,087 Yes - Group Actual/360
327 $0 $0 Yes - Group Actual/360
330 $0 $0 Yes - Group Actual/360
331 $0 $0 Yes - Group Actual/360
Actual/360
332 $0 $0 Yes - Group Actual/360
332 $0 $0 Yes - Group Actual/360
333 $0 $0 No Actual/360
335 $0 $0 Yes - Group Actual/360
338 $0 $0 Yes - Group Actual/360
344 $0 $0 Yes - Group Actual/360
346 $0 $0 Yes - Group Actual/360
347 $0 $0 Yes - Group Actual/360
Actual/360
349 $0 $0 No Actual/360
349 $0 $0 No Actual/360
352 $577 $1,731 No Actual/360
355 $0 $0 Yes - Group Actual/360
356 $0 $0 Yes - Group Actual/360
362 $0 $0 No Actual/360
364 $0 $0 Yes - Group Actual/360
366 $0 $0 Yes - Group Actual/360
369 $850 $15,449 No Actual/360
370 $0 $0 Yes - Group Actual/360
372 $575 $21,000 No Actual/360
378 $0 $0 Yes - Group Actual/360
383 $0 $0 Yes - Group Actual/360
384 $1,137 $3,411 Yes - Group Actual/360
386 $0 $285,000 No Actual/360
388 $0 $0 No Actual/360
392 $0 $0 Yes - Group Actual/360
395 $1,088 $1,088 Yes - Group Actual/360
400 $0 $0 Yes - Group Actual/360
403 $0 $0 Yes - Group Actual/360
405 $0 $0 Yes - Group Actual/360
406 $0 $0 Yes - Group Actual/360
408 $0 $0 Yes - Individual Actual/360
413 $0 $0 Yes - Group Actual/360
414 $0 $0 Yes - Group Actual/360
416 $833 $0 Yes - Group Actual/360
417 $0 $0 Yes - Group Actual/360
418 $0 $0 Yes - Group Actual/360
422 $0 $0 Yes - Individual Actual/360
423 $0 $0 Yes - Individual Actual/360
Actual/360
------------------------------------------------------------------------------------------------------------------------------------
Prepayment Code(25)
---------------------------------------------------------------------------------------------
Mortgage Loan No. Seasoning(24) LO DEF DEF/YM1 DEF/YM YM2 YM1 YM 5% 4% 3% 2% 1% Open
-----------------------------------------------------------------------------------------------------------------------------
4 28 90 2
15 4 28 90 2
15 4 28 90 2
15 4 28 90 2
46 1 35 81 4
93 3 27 29 4
100 2 26 92 2
102 2 26 92 2
103 2 26 30 4
113 0 35 83 2
117 2 35 18 7
147 1 35 81 4
159 1 35 81 4
0 35 81 4
186 0 35 81 4
186 0 35 81 4
197 2 35 83 2
200 2 35 83 2
205 2 35 81 4
206 1 25 93 2
209 1 35 81 4
216 2 35 81 4
229 2 35 81 4
4 35 81 4
235 4 35 81 4
235 4 35 81 4
236 1 35 81 4
252 3 35 45 4
257 3 35 81 4
273 1 35 81 4
274 1 35 81 4
275 2 35 81 4
277 2 35 81 4
280 3 27 89 4
282 4 35 21 4
286 2 35 45 4
289 2 35 81 4
290 1 35 21 4
291 3 35 81 4
292 1 25 91 4
294 4 35 81 4
295 1 35 81 4
296 3 35 45 4
300 0 35 81 4
304 3 35 81 4
305 3 35 45 4
306 4 35 81 4
312 4 35 81 4
316 2 35 81 4
317 3 35 45 4
318 1 35 81 4
322 1 35 81 4
324 2 35 81 4
325 2 35 81 4
327 4 35 23 2
330 4 35 81 4
331 1 35 83 2
1 35 83 2
332 1 35 83 2
332 1 35 83 2
333 1 35 81 4
335 1 35 77 8
338 2 35 81 4
344 3 35 81 4
346 4 35 81 4
347 0 35 83 2
0 35 81 4
349 0 35 81 4
349 0 35 81 4
352 4 35 81 4
355 2 35 81 4
356 3 35 81 4
362 1 25 90 5
364 2 35 81 4
366 2 35 81 4
369 29 35 3 18 4
370 2 35 81 4
372 1 35 81 4
378 1 35 21 4
383 3 35 81 4
384 3 35 81 4
386 2 35 81 4
388 1 35 81 4
392 1 35 81 4
395 2 26 90 4
400 3 35 81 4
403 2 35 83 2
405 0 35 81 4
406 2 35 81 4
408 0 35 21 4
413 2 35 81 4
414 2 35 81 4
416 1 35 81 4
417 1 35 81 4
418 2 35 78 7
422 1 35 81 4
423 3 35 81 4
0 94 24 2
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage Loan No. YM Formula(26) Administrative Cost Rate (27) Mortgage Loan No.
-----------------------------------------------------------------------------------------------------------------------------------
3.026
15 3.026 15
15 3.026 15
15 3.026 15
46 J 3.026 46
93 J 3.026 93
100 J 3.026 100
102 3.026 102
103 J 3.026 103
113 3.026 113
117 3.026 117
147 3.026 147
159 3.026 159
3.026
186 3.026 186
186 3.026 186
197 3.026 197
200 8.026 200
205 3.026 205
206 3.026 206
209 3.026 209
216 J 3.026 216
229 3.026 229
4.026
235 4.026 235
235 4.026 235
236 J 3.026 236
252 J 3.026 252
257 J 8.026 257
273 3.026 273
274 3.026 274
275 J 3.026 275
277 3.026 277
280 3.026 280
282 J 3.026 282
286 J 3.026 286
289 3.026 289
290 5.526 290
291 3.026 291
292 3.026 292
294 8.026 294
295 8.026 295
296 J 3.026 296
300 J 8.026 300
304 J 9.026 304
305 J 3.026 305
306 J 5.026 306
312 J 6.026 312
316 4.026 316
317 J 3.026 317
318 J 8.026 318
322 J 4.026 322
324 3.026 324
325 J 8.026 325
327 3.026 327
330 J 6.026 330
331 3.026 331
J 4.026
332 J 4.026 332
332 J 4.026 332
333 4.026 333
335 5.026 335
338 3.026 338
344 J 13.026 344
346 J 8.026 346
347 4.026 347
8.026
349 8.026 349
349 8.026 349
352 J 3.026 352
355 J 8.026 355
356 6.026 356
362 6.026 362
364 J 3.026 364
366 J 3.026 366
369 J 3.026 369
370 J 5.026 370
372 8.026 372
378 8.026 378
383 4.026 383
384 3.026 384
386 J 8.026 386
388 9.026 388
392 J 12.026 392
395 3.026 395
400 3.026 400
403 10.026 403
405 J 14.026 405
406 3.026 406
408 10.026 408
413 13.026 413
414 3.026 414
416 3.026 416
417 J 15.026 417
418 J 12.026 418
422 15.026 422
423 15.026 423
B 3.026
EXHIBIT 2
REPRESENTATIONS AND WARRANTIES REGARDING
INDIVIDUAL MORTGAGE LOANS
(1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is true and correct in all material respects as of the date of this
Agreement and as of the Cut-Off Date.
(2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, 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 of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have 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. 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. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.
(3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.
(4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (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, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.
(5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, 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 has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.
(6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since May 3, 2007.
(7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date, each Mortgaged Property is, to the Seller's knowledge, free and
clear of any damage (or adequate reserves therefor have been established based
on the engineering report) that would materially and adversely affect its value
as security for the related Mortgage Loan and (ii) the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an engineering report
18 months prior to the Closing Date as set forth on Schedule A to this Exhibit
2, each Mortgaged Property is in good repair and condition and all building
systems contained therein are in good working order (or adequate reserves
therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's Title Policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.
(8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
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 and 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) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.
(9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.
(10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) 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.
(11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
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 the related Mortgage Loan.
(12) Environmental Conditions.
(i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.
(ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.
"Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or
related or similar materials, and any other substance, material or
waste as may be defined as a hazardous or toxic substance by any
federal, state or local environmental law, ordinance, rule,
regulation or order, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. ▇▇.▇▇. 9601 et seq.), the Hazardous Materials
Transportation Act as amended (42 U.S.C. ▇▇.▇▇. 6901 et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S.C. ▇▇.▇▇.
6901 et seq.), the Federal Water Pollution Control Act as amended
(33 U.S.C. ▇▇.▇▇. 1251 et seq.), the Clean Air Act as amended (42
U.S.C. ▇▇.▇▇. 1251 et seq.) and any regulations promulgated pursuant
thereto.
(13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor 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 market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and 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 agreement.
(14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450- or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.
(15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.
(16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
(17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:
(a) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease (or the related estoppel letter or lender
protection agreement between the Seller and related lessor) does not
prohibit the current use of the Mortgaged Property and does not prohibit
the interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the payment terms of
such Ground Lease since the origination of the related Mortgage Loan, with
the exception of material changes reflected in written instruments that
are a part of the related Mortgage File;
(b) The lessee's interest in such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the related
Mortgage, other than Permitted Encumbrances;
(c) The Mortgagor's interest in such Ground Lease is assignable to
the Purchaser and the Trustee as its assignee upon notice to, but without
the consent of, the lessor thereunder (or, if such consent is required, it
has been obtained prior to the Closing Date) and, in the event that it is
so assigned, is further assignable by the Purchaser and its successors and
assigns upon notice to, but without the need to obtain the consent of,
such lessor or if such lessor's consent is required it cannot be
unreasonably withheld;
(d) Such Ground Lease is in full force and effect, and the Ground
Lease provides that no material amendment to such Ground Lease is binding
on a mortgagee unless the mortgagee has consented thereto, and the Seller
has received no notice that an event of default has occurred thereunder,
and, to the Seller's knowledge, there exists no condition that, but for
the passage of time or the giving of notice, or both, would result in an
event of default under the terms of such Ground Lease;
(e) Such Ground Lease, or an estoppel letter or other agreement, (A)
requires the lessor under such Ground Lease to give notice of any default
by the lessee to the holder of the Mortgage; and (B) provides that no
notice of termination given under such Ground Lease is effective against
the holder of the Mortgage unless a copy of such notice has been delivered
to such holder and the lessor has offered or is required to enter into a
new lease with such holder on terms that do not materially vary from the
economic terms of the Ground Lease.
(f) A mortgagee 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;
(g) Such Ground Lease has an original term (including any extension
options set forth therein) which extends not less than twenty years beyond
the Stated Maturity Date of the related Mortgage Loan;
(h) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds or condemnation award
awarded to the holder of the ground lease interest will be applied either
(A) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by the related
Mortgage having the right to hold and disburse such proceeds as the repair
or restoration progresses (except in such cases where a provision
entitling a third party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial mortgage
lender), or (B) to the payment of the outstanding principal balance of the
Mortgage Loan together with any accrued interest thereon;
(i) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by prudent commercial
mortgage lenders lending on a similar Mortgaged Property in the lending
area where the Mortgaged Property is located; and such Ground Lease
contains a covenant that the lessor thereunder is not permitted, in the
absence of an uncured default, to disturb the possession, interest or
quiet enjoyment of the lessee thereunder for any reason, or in any manner,
which would materially adversely affect the security provided by the
related Mortgage;
(j) Such Ground Lease requires the Lessor to enter into a new lease
upon termination of such Ground Lease if the Ground Lease is rejected in a
bankruptcy proceeding; and
(k) Such Ground Lease may not be amended or modified or any such
amendment or modification will not be effective against the mortgagee
without the prior written consent of the mortgagee under such Mortgage
Loan, and any such action without such consent is not binding on such
mortgagee, its successors or assigns; provided, however, that termination
or cancellation without such consent may be binding on the mortgagee if
(i) an event of default occurs under the Ground Lease, (ii) notice is
provided to the mortgagee and (iii) such default is curable by the
mortgagee as provided in the Ground Lease but remains uncured beyond the
applicable cure period.
(18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.
(19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).
(20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.
(21) Advancement of Funds by the Seller. No holder of a 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, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.
(22) No Mechanics' Liens. Each Mortgaged 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, except, in each case, for liens insured against by the
Title Policy referred to herein, and 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 except, in each case, for liens insured against by the Title
Policy referred to herein.
(23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.
(24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.
(25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.
(26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.
(27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.
(28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.
(29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.
(30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) 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. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.
(31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.
(32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.
(33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor 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.
(34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.
(35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.
(36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.
(37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).
(38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.
(39) [Reserved].
(40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, 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 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 for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.
(41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.
(42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.
(43) Authorized to do Business. To the extent required under applicable
law as of the date of origination, and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located at all times when it originated and held the Mortgage Loan.
(44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-Off Date that is greater than or equal to
$20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. With respect
to each other Mortgage Loan, the related all risk insurance policy and business
interruption policy did not, as of the date of origination of the Mortgage Loan,
and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive
or prohibit the mortgagee from requiring coverage for acts of terrorism or
damages related thereto, except to the extent that any right to require such
coverage may be limited by commercially reasonable availability, or as otherwise
indicated on Schedule A.
(45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan, the related Mortgage Loan Documents require the related Mortgagor, in some
cases at the request of the lender, to provide to the holder of such Mortgage
Loan operating statements and rent rolls not less frequently than annually
(except if the Mortgage Loan has an outstanding principal balance of less than
or equal to $3,500,000 as of the Cut-Off Date or the related Mortgaged Property
has only one tenant, in either of which cases, the Mortgage Loan Documents
require the Mortgagor, in some cases at the request of the lender, to provide to
the holder of such Mortgage Loan operating statements and (if there is more than
one tenant) rent rolls and/or financial statements of the Mortgagor annually),
and such other information as may be required therein.
(46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
SCHEDULE A
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS
05.14.2007
SCHEDULE A
MSCI 2007-IQ14
▇▇▇▇▇ Fargo Loans
Exceptions to Representations and Warranties
1. Mortgage Loan Schedule.
2. Whole Loan; Ownership of Mortgage Loans.
o Melbourne Professional Complex (620905906) ($4,950,000): Correspondent
fee agreement executed with third party (▇▇▇▇▇ ▇. ▇▇▇▇▇ & Company)
o 25 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Way Office (620905450): Correspondent fee
agreement executed with third party (Sunrise Mortgage & Investment)
o Las Campanas (620905968) ($2,816,000): Correspondent fee agreement
executed with thrid party (CBRE Melody of Texas, LP.)
o Kettleman Professional Center - Parcel 1 (620905359) ($2,750,000):
Correspondent fee agreement executed with third party (▇▇▇▇-▇▇▇▇▇
Capital Group, Inc.)
o Davita Plaza (620905959) ($2,730,000): Correspondent fee agreement
executed with third party (CBRE Melody of Texas, LP.)
o Centreport Business Center (620905887) ($2,650,000): Correspondent fee
agreement executed with third party (Alison Company)
o Arbours Office Campus (620905467) ($2,600,000): Correspondent fee
agreement executed with third party (Sunrise Mortgage & Investment)
o Casa ▇▇▇▇▇▇ Apts - Phoenix (620905781) $2,350,000): Correspondent fee
agreement executed with third party (Sunrise Mortgage & Investment)
o Flagstaff Retail Complex (620905616) ($2,300,000): Correspondent fee
agreement executed with third party (Sunrise Mortgage & Investment)
o Coffee & Riverlakes Office Bldg (620905119) ($2,040,000):
Correspondent fee agreement executed with third party (Alison Company)
o Security Self Storage (620906044) ($2,000,000): Correspondent fee
agreement executed with third party (Beacon Realty Capital)
o ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (620905966) ($1,750,000): Correspondent fee agreement
executed with third party (NorthMarq Capital, Inc.)
o Active Self Storage - AZ (620905970) ($1,696,000): Correspondent fee
agreement executed with third party (Beacon Realty Capital)
o Super Storage - Macon, GA (620905670) ($1,550,000): Correspondent fee
agreement executed with third party (CBRE Melody of Texas, LP.)
3. Payment Record.
4. Lien; Valid Assignment.
o All WFB Loans: Loan Seller may not have received the final title
insurance policy in all instances. Consequently, to the extent that
the representation is predicated on information in the related
lender's title insurance policy, exception is taken due to such
representation's being made based on a pro forma title policy, a
preliminary title policy with escrow instructions, or a "marked-up"
commitment, in each case binding upon the title insurer, where a final
title policy was not available
o Courtyard by Marriott - Shelton, CT (310905643) ($18,500,000):
Franchisor (Marriott International, Inc.) has Right of First Refusal
(ROFR) purchase entirety of mortgaged property if mortgaged property
proposed for sale to competitor; Foreclosure does not extinguish ROFR;
Foreclosure or deed-in-lieu does not trigger ROFR, however
o Fairfield Inn & Suites - Bend (310905677) ($6,100,000): Franchisor
(Marriott International, Inc.) has Right of First Refusal (ROFR)
purchase entirety of mortgaged property if mortgaged property proposed
for sale to competitor; Foreclosure does not extinguish ROFR;
Foreclosure or deed-in-lieu does not trigger ROFR, however
o Ashley Furniture - Richland (410905697) ($4,062,500): Tenant (Sleep
Shoppe) has right of first refusal (ROFR) to purchase its demised
property if such portion of mortgaged property sold; Foreclosure does
not extinguish ROFR; Foreclosure or deed-in-lieu does not trigger
ROFR, however
o Sierra Trading Post (410905232) ($3,000,000): Tenant (Sierra Trading
Post, Inc.) has option to purchase entirety of property beginning
January 2010; If tenant exercises purchase option, all obligations of
mortgage must be fully satisfied, including defeasance of loan
o Rite Aid Saginaw (410905497) ($2,510,000): Tenant (Rite-Aid) has right
of first refusal (ROFR) to purchase entirety of mortgaged property;
Foreclosure does not extinguish ROFR; Foreclosure or deed-in-lieu does
not trigger ROFR, however
o Rite Aid Anniston (410905496) ($2,430,000): Tenant (Rite-Aid) has
right of first refusal (ROFR) to purchase entirety of mortgaged
property; Foreclosure does not extinguish ROFR; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o Walgreen's - Lexington (410905704) ($2,400,000): Tenant (Walgreen's)
has right of first refusal (ROFR) to purchase entirety of mortgaged
property; Foreclosure does not extinguish ROFR; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o Flagstaff Retail Complex (620905616) ($2,300,000): Tenant (Goodwill
Industries) has (i) option to purchase entirety of mortgaged property
exercisable on later of 03.31.2010 or expiration of defeasance lockout
period; Option price shall be no less than amount necessary to
discharge all amounts due under loan, including prepayment premiums,
or tenant shall assume loan (subject to lender approval); Option is
not extinguished by foreclosure; &(ii) Right of First Refusal (ROFR);
to purchase either demised premised premises portion or entirety of
mortgaged property; Foreclosure does not extinguish ROFR; Foreclosure
or deed-in-lieu does not trigger ROFR, however
o Cornerstone Village (410904989) ($2,290,000): Fractional condominium;
Borrower owns approximately 95% of units in condominium project, which
is sufficient to exercise affirmative control over related owners'
association
o Staples Logansport, IN (410905707) ($2,200,000): Project developer
(Kite Rubloff, Logansport LLC) has contingent purchase option (option
price is based on negotiated fair market value of property, or failing
agreement, on average of three appraisals) arising out of recorded
covenants affecting the mortgaged property that is triggered by
tenant's going dark for 180 days; Purchase option is referenced on
"matters subordinate" schedule of Lender's title policy; Due-on-sale
provisions of Mortgage do not approve transfer arising out of such
purchase option; Loan to value at closing was 73.3%
o Tractor Supply Company - Sioux Falls (410905160) ($2,000,000): Tenant
(Tractor Supply Company) has right of first refusal (ROFR) to purchase
entirety of mortgaged property; Foreclosure does not extinguish ROFR;
Foreclosure or deed-in-lieu does not trigger ROFR, however
o Capital One Bldg - Dallas (410905514) ($1,925,000): Tenant (Capital
One Bank) has right of first refusal (ROFR) to purchase entirety of
mortgaged property; Foreclosure does not extinguish ROFR; Foreclosure
or deed-in-lieu does not trigger ROFR, however
o Cort Furniture (410905165) ($1,920,000): Tenant (Cort Furniture) has
right of first refusal (ROFR) to purchase entirety of mortgaged
property; Foreclosure does not extinguish ROFR; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Industrial (410905499) ($1,890,000): Tenant (Inland
Materials ) has right of first refusal (ROFR) to purchase entirety of
mortgaged property; Foreclosure does not extinguish ROFR; Foreclosure
or deed-in-lieu does not trigger ROFR, however
o Circle K- 1985 West Market, Akron- Mazeltov (930906077)
($l,225,000):Tenant (Circle K) has right of first offer (ROFO) to
purchase entirety of mortgaged property; Foreclosure does not
extinguish ROFO; Foreclosure or deed-in-lieu does not trigger ROFO,
however
o Circle K- West Market, Akron (930906062) ($920,00O):Tenant (Circle K)
has right of first offer (ROFO) to purchase entirety of mortgaged
property; Foreclosure does not extinguish ROFO; Foreclosure or
deed-in-lieu does not trigger ROFO, however
o Circle K - Albuquerque (930905561) ($770,000): Tenant (Circle K) has
right of first offer (ROFO) to purchase entirety of mortgaged
property; Foreclosure does not extinguish ROFO; Foreclosure or
deed-in-lieu does not trigger ROFO, however
5. Assignment of Leases and Rents.
6. Mortgage Status; Waivers and Modifications
7. Condition of Propertv; Condemnation.
o Circle K- 1985 West Market, Akron- Mazeltov (930906077) ($1,225,000):
Property condition report not required in connection with closing;
site inspection and appraisal information indicated that subject
property was in good condition
o Circle K- West Market, Akron (930906062) ($920,00O):Tenant (Circle K)
: Property condition report not required in connection with closing;
site inspection and appraisal information indicated that subject
property was in good condition
o Circle K - Albuquerque (930905561) ($770,000): Tenant (Circle K):
Property condition report not required in connection with closing;
site inspection and appraisal information indicated that subject
property was in good condition
8. Title Insurance
9. No Holdbacks.
10. Mortgage Provisions.
11. Trustee under Deed of Trust.
12. Environmental Conditions.
Schedule A Loans (In lieu of Phase I, property was included in lender's
group secured creditor impaired policy except as otherwise indicated regarding
inclusion in individual environmental loan policy)
o Pottery Barn Winter Park (410905897) ($5,000,000)
o Melbourne Professional Complex (620905906) ($4,950,000)
o Southtown/Cobblestone Square SC (410906011) ($4,600,000)
o Intermec Technologies Bldg (410905667) ($4,425,000)
o Ashley Furniture - Richland (410905697) ($4,062,500)
o A-American Inglewood, Prairie Ave. Storage Facility (410905427)
($3,500,000)
o ▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Office (620905450) ($3,360,000)
o Sierra Trading Post (410905232) ($3,000,000)
o Shaw Industrial Bldg (410905314) ($3,000,000)
o Advance Self Storage (410905656) ($3,000,000)
o Holiday Plaza (410905730) ($3,000,000)
▇ ▇▇▇▇▇▇▇ Mobile (▇▇▇▇▇▇▇▇▇) ($3,000,000)
o Twin Palms Apts (410905944) ($3,000,000)
o ▇▇▇ ▇▇▇▇ Apts (410905657) ($2,935,000)
o People's Realty (410905532) ($2,850,000)
o Las Campanas (620905968) ($2,816,000)
o The Shops at Maricopa Village (410905441)($2,800,000)
o Shamrock Apts (410905779) ($2,800,000)
o Kettleman Professional Center - Parcel 1(620905359) ($2,750,000)
o A-American Riverside, Hole Ave. (410905425) ($2,730,000)
o Davita Plaza (620905959) ($2,730,000)
o Centreport Business Center (620905887) ($2,650,000)
o Arbours Office Campus (620905467) ($2,600,000)
o A-American Ridgecrest (410905424) ($2,550,000)
o Rite Aid Anniston (410905496) ($2,430,000)
o A-American Mill Street SS Facility (410905426) ($2,400,000)
o Walgreen's -Lexington (410905704) ($2,400,000)
o Casa ▇▇▇▇▇▇ Apts - Phoenix (620905781) ($2,350,000)
o Northland Village Apts (410905762) ($2,300,000)
o Corona Industrial (410905921) ($2,300,000)
o Flagstaff Retail Complex (620905616) ($2,300,000)
o Cornerstone Village (410904989) ($2,290,000)
o Contessa Court Office Bldg (410905343) ($2,250,000)
o Southpoint Business Park (410905993) ($2,200,000)
o ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇ ▇▇ & ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇ (410906082)
($2,200,000)
o Access Self Storage - Heartland Crossing (410905956) ($2,150,000)
o Michigan Heights MHC (410905638) ($2,100,000)
o Coffee & Riverlakes Office Bldg (620905119) ($2,040,000)
o Spanish Flat Mobile Villa (▇▇▇▇▇▇▇▇▇) ($2,000,000)
o Security Self Storage (620906044) ($2,000,000)
o Tractor Supply Company - Sioux Falls (410905160) ($2,000,000)
o Capital One Bldg -Dallas (410905514) ($1,925,000)
o Cort Furniture (410905165) ($1,920,000)
o Wildwood Office Bldg (410905400) ($1,850,000)
o TRI-County SC (410905552) ($1,850,000)
▇ ▇▇▇▇▇▇▇ Apts (410905658) ($1,780,000)
o Active Self Storage - AZ (620905970) ($1,696,000)
o Family Christian Store (410905536) ($1,600,000)
o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇-▇▇▇▇▇▇▇▇ ▇▇ (410905642) ($1,560,000)
o ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (410905599) ($1,500,000)
▇ ▇▇▇▇▇▇▇ SC (410905553) ($1,480,000)
o 42nd Street Retail--Odessa, TX (410905507) ($1,400,000)
▇ ▇▇▇▇▇▇▇▇ & King Apts (410905703) ($1,370,000)
o Advance Auto Parts Rock Island (410905949) ($1,300,000)
o Southview Villas & The Cambridge (410905263) ($1,272,000)
o Advanced Auto Parts - Spring, Texas (410905877) ($1,100,000)
o Country Manor (410905262) ($1,064,000)
o H&Y Foods Industrial (410905563) ($1,011,000)
o McDermott Costa Co (410905800) ($1,000,000)
o Kinko's - Cincinnati, OH (410905820) ($1,000,000)
Schedule C Information: all loans to be listed on Schedule A above are likewise
included on Schedule C as being the subject of a Secured Creditor Impaired
Property Policy. The Policy Issuer is Steadfast insurance Company, an affiliate
of Zurich North America.
13. Loan Document Status.
14. Insurance.
o All WFB-originated Loans: The loan documents for various mortgaged
properties generally require property insurance against fire and other
hazards that would be covered by an insurance policy issued or a
Special Form Cause of Loss basis, including, without limitation,
windstorm and hail and do not specifically mention lightning,
explosion, riot, riot attending a strike, civil commotion, aircraft,
vehicles and smoke
o Bakersfield Cold and Dry Storage (310905945) ($8,200,000): Terrorism
insurance waived for life of loan; Non-recourse carve-out obtained for
related losses, however
o Intermec Technologies Bldg (410905667) ($4,425,000): Borrower's
obligation to provide required insurance suspended so long as tenant
satisfies lease's insurance requirements; Tenant is not obligated to
provide 12 months rent loss (Lease requires rent loss coverage
sufficient to "secure continued rent payments") or terrorism
insurance; Business Income insurance is in place for actual loss
sustained for 12 months; Terrorism coverage is also in place
o Rite Aid Saginaw (410905497) ($2,510,000): Borrower's obligation to
provide required insurance is suspended under certain conditions,
including (i) If tenant (Rite-Aid) elects to self-insure for lease-
required coverages and tenant or lease guarantor (Rite Aid
Corporation) maintains net worth of $100 million and tenant or lease
guarantor has an S&P rating of "BB" or better and is not on S&P credit
watch, in which event casualty, rent loss, comprehensive general
liability and terrorism insurance are suspended; or (ii) if tenant
provides third party insurance for lease-required coverages (includes
casualty and comprehensive general liability), in which event rent
loss and terrorism insurance are suspended; Third party insurance is
currently in place for casualty, rent loss (on "actual loss sustained
"basis without specified limits), and comprehensive general liability
o Rite Aid Anniston (410905496) ($2,430,000): Borrower's obligation to
provide required insurance is suspended under certain conditions,
including (i) If tenant (Rite-Aid) elects to self-insure for lease-
required coverages and tenant or lease guarantor (Rite Aid
Corporation) maintains net worth of $100 million and tenant or lease
guarantor has an S&P rating of "BB" or better and is not on S&P credit
watch, in which event casualty, rent loss, comprehensive general
liability and terrorism insurance are suspended; or (ii) if tenant
provides third party insurance for lease-required coverages (includes
casualty and comprehensive general liability), in which event rent
loss and terrorism insurance are suspended; Third party insurance is
currently in place for casualty, rent loss (on "actual loss sustained
"basis without specified limits), and comprehensive general liability
o Walgreen's-Lexington (410905704)($2,400,000):Borrower's obligation to
provide required insurance is suspended under certain conditions,
including (i) If tenant (Walgreens) elects to self-insure for
lease-required coverages and maintains an S & P senior unsecured debt
rating of "BBB" or better a n d net worth of $100 million, in which
event casualty, rent loss, comprehensive general liability and
terrorism insurance are suspended; or (ii) if tenant provides third
party insurance for lease- required coverages (casualty and
comprehensive general liability), in which event rent loss and
terrorism insurance are suspended; also, Walgreens has notified the
landlord of its self-insurance election, so no third party insurance
is currently in place; Walgreens has a current S & P senior unsecured
debt rating of A+
o Staples Logansport, IN (410905707) ($2,200,000): Borrower's obligation
to provide required casualty, rent loss, comprehensive general
liability and terrorism insurance suspended if Tenant elects to
self-insure; Lease gives Tenant right to elect to self-insure if it
maintains net worth of at least $75 million (tenant's current stated
net worth is approximately $5 billion); Tenant has not elected to
self-insure to date; Casualty, rent loss, comprehensive general
liability and terrorism insurance are currently in place from third
party providers
o Circle K- 1985 West Market, Akron- Mazeltov (930906077) ($1,225,000):
Terrorism insurance waived for life of loan
o Advanced Auto Parts - Spring, Texas (410905877) ($1,100,000):
Borrower's obligation to provide required casualty, rent loss, CGL and
terrorism insurance suspended so long as tenant satisfies lease's
insurance requirements; Tenant is obligated to maintain casualty
($500,000 deductible permitted, but sponsors have personal liability
for losses attributable to deductible exceeding $25,000) and CGL
insurance, but there is no obligation to provide rent loss or
terrorism insurance; also, Tenant has right to elect to self-insure if
it maintains S & P rating of BBB+ or better; Advanced Auto Parts has a
current S & P senior unsecured debt rating of BB+; Third party
insurance is currently in place for 12 months rent loss and terrorism
insurance
o McDermott Costa Co (410905800) ($1,000,000): Terrorism insurance
waived for life of loan; Non- recourse carve-out obtained for related
loses, however; Terrorism is currently provided
o Circle K- West Market, Akron (930906062) ($920,000): Terrorism
insurance waived for life of loan
o Circle K - Albuquerque (930905561) ($770,000): Terrorism insurance
waived for life of loan
15. Taxes and Assessments.
16. Mortgagor Bankruptcy.
17. Leasehold Estate.
18. Escrow Deposits.
19. LTV Ratio.
20. Mortgage Loan Modifications.
21. Advancement of Funds by the Seller.
22. No Mechanics' Liens.
23. Compliance with Usury Laws.
25. Releases of Mortgage Property.
o LifePort (310905395) ($3,825,000): (i) Collateral substitution
permitted to effect release of any individual property once over life
of loan, subject to certain conditions, including (A) LTV is no
greater than 74.27% and (B) replacement property shall (1) have equal
or greater appraised value, (2) have equal or better physical
condition, (3) be a building substantially similar in size, use and
quality to the substituted property; (4) have lease terms no less
favorable than existing LifePort Lease; and (5) be in location having
similar or greater attributes as substituted property, including
submarket strength, population and accessibility; (C) DSCR shall be at
least equal to 1.27; and (D) delivery of "no downgrade" confirmation
from applicable rating agencies; also, (ii) following defeasance
lockout period, Borrower permitted to release either of constituent
properties in connection with partial defeasance subject to certain
conditions, including (A) partial defeasance in an amount equal to
120% of the allocated loan amount for the released property, (B)
following the release, the remaining property has a loan to value
ratio of not more than 74.27%, (C) following the release, the
remaining property has a debt service coverage ratio at least equal to
or greater than 1.27; and (D) "no downgrade" confirmation from
applicable rating agencies
o Circle K- 1985 West Market, Akron- Mazeltov (930906077) ($1,225,000):
Borrower permitted to obtain release of property (Release Property) by
substituting a Substitute Property operated by same tenant subject to
certain condition, including (i) current appraisal showing Substitute
Property's having appraised value and financial operating history
equal or greater than Release Property's; and (ii) Substitute
Property's having equal or better locational attributes (submarket
strength, population and accessibility)
o Circle K- West Market, Akron (930906062) ($920,000): Borrower
permitted to obtain release of property (Release Property) by
substituting a Substitute Property operated by same tenant subject to
certain condition, including (i) current appraisal showing Substitute
Property's having appraised value and financial operating history
equal or greater than Release Property's; and (ii) Substitute
Property's having equal or better locational attributes (submarket
strength, population and accessibility)
o Circle K - Albuquerque (930905561) ($770,000): Borrower permitted to
obtain release of property (Release Property) by substituting a
Substitute Property operated by same tenant subject to certain
condition, including (i) current appraisal showing Substitute
Property's having appraised value and financial operating history
equal or greater than Release Property's; and (ii) Substitute
Property's having equal or better locational attributes (submarket
strength, population and accessibility)
26. No Equity Participation or Contingent- Interest.
27. No Material Default.
28. Inspections.
29. Local Law Compliance.
o Volume Distributors Industrial (310905864) ($9,000,000): Property is
currently legally non- conforming, but expiration of grace period for
parking-related legal nonconformities will, unless extended by local
government, expire in 2009; Approximately 75% of industrial properties
in the city would be adversely affected by non-extension of the grace
period, so, while no assurance exists, prospects for an extension are
considered favorable; If obliged to comply with current parking and
circulation requirements, subject improvements would be reduced by
approximately 27,300 square feet, and resulting DSCR would be slightly
less than 1.00; Repayment guaranties provided on a 25% pro rata basis
from 4 guarantors; Stated net worth of guarantors as of August 31,
2006 is in excess of $7,100,000, $6,100,000, $2,900,000, and
$4,000,000
30. Junior Liens
31. Actions Concerning Mortgage Loans.
32. Servicing.
33. Licenses and Permits.
o Michigan Heights MHC (410905638) ($2,100,000): Groundwater discharge
permit in connection with the operation of two water ▇▇▇▇▇ and septic
system is in process, but has not been issued; Borrower remediated
pre-ownership site conditions and satisfied conditions precedent to
acceptance of permit application for processing; Property is deemed to
be in compliance pending processing (processing time for issuance of
permit is approximately 12 - 18 months); Water ▇▇▇▇▇ are tested
monthly by an independent licensed operator; No negative test results
have been received since borrower purchased property, nor were there
any known negative test results prior to Borrower's purchase of
subject property
34. Collateral in Trust.
35. Due on Sale.
36. Non-Recourse Exceptions.
o Courtyard by Marriott - Shelton, CT (310905643) ($18,500,000): No warm
body carve-out guarantor (Wedge Hotels Corporation); Guarantor's
stated net worth as of September 30, 2006 was approximately
$20,600,000, and liquidity was approximately $1,200,000
o LifePort (310905395) ($3,825,000): No warm body carve-out guarantor
(Corporate Property Associates 16-Global, Incorporated); Guarantor's
stated net worth as of June 30, 2006 was approximately $653,200,000,
and liquidity was approximately $225,700,000
o ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (310905807)($9,050,000):No warm body carve-out
guarantor (High Street Real Estate Fund 11, LLC); Guarantor's stated
net worth as of December 31, 2005 was approximately $22,500,000, and
liquidity was approximately $5,500,000
o Sierra Trading Post (410905232) ($3,000,000): No warm body carve-out
guarantor (The Glenbrook Company); Guarantor's stated net worth as of
June 30, 2006 was approximately $8,800,000, and liquidity was
approximately $63,000
o Centreport Business Center (620905887) ($2,650,000): No warm body
carve-out guarantor (North Star, Inc. ) Replacement guarantor required
if North Star, Inc. fails to maintain $5 million net worth/$300,000
liquidity ;Guarantor's stated net worth as of February 28,2007 was
approximately $8,260,000, and liquidity was approximately $1,180,000
37. REMIC Eligibility.
38. Prepayment Premiums.
39. Reserved
40. Single-Purpose Entity.
41. Defeasance and Assumption Costs.
42. Defeasance.
43. Authorized to do Business.
44. Terrorism Insurance.
o Intermec Technologies Bldg (410905667) ($4,425,000): Borrower's
obligation to provide terrorism suspended so long as tenant satisfies
lease's insurance requirements; Tenant is not obligated to provide
terrorism insurance; Terrorism coverage is currently in place, however
o Walgreen's-Lexington (410905704) ($2,400,0OO): Borrower's obligation
to provide terorism insurance is suspended under certain conditions,
including (i) If tenant (Walgreens) elects to self-insure for
lease-required coverages and maintains an S & P senior unsecured debt
rating of "BBB" or better and net worth of $100 million, in which
event terrorism insurance is suspended; (ii) if tenant provides third
party insurance for lease-required coverages (casualty and
comprehensive general liability), in which event terrorism insurance
is suspended; also, Walgreens has notified the landlord of its
self-insurance election, so no third party insurance is currently in
place; Walgreens has a current S & P senior unsecured debt rating of
A+
o Circle K- 1985 West Market, Akron- Mazeltov (930906077) ($1,225,000):
Terrorism insurance waived for life of loan
o Advanced Auto Parts - Spring, Texas (410905877) ($1,100,000):
Borrower's obligation to provide required terrorism insurance
suspended so long as tenant satisfies lease's insurance requirements;
Tenant is not obligated to maintain terrorism insurance; Terrorism is
currently in place
o McDermott Costa Co (410905800) ($1,000,000): Terrorism insurance
waived for life of loan; Non-recourse carve-out obtained for related
loses, however; Terrorism is currently provided
o Circle K- West Market, Akron (930906062) ($920,000): Terrorism
insurance waived for life of loan
o Circle K - Albuquerque (930905561) ($770,000): Terrorism insurance
waived for life of loan
45. Operating Statements and Rent Rolls.
EXHIBIT 3
▇▇▇▇ OF SALE
1. Parties. The parties to this ▇▇▇▇ of Sale are the following:
Seller: ▇▇▇▇▇ Fargo Bank, National Association
Purchaser: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.
2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (other than the servicing rights thereto)
(the "Mortgage Loan Schedule") to the Mortgage Loan Purchase Agreement, dated as
of May 1, 2007 (the "Mortgage Loan Purchase Agreement"), between the Seller and
the Purchaser and all of the following property:
(a) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting
of, arising from or relating to any of the following property: the
Mortgage Loans identified on the Mortgage Loan Schedule including the
related Mortgage Notes, Mortgages, security agreements, and title, hazard
and other insurance policies, all distributions with respect thereto
payable after the Cut-Off Date, all substitute or replacement Mortgage
Loans and all distributions with respect thereto, and the Mortgage Files;
(b) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other
rights arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other Persons with respect to, all or any part of the collateral
described in clause (a) above (including any accrued discount realized on
liquidation of any investment purchased at a discount); and
(c) All cash and non-cash proceeds of the collateral described in
clauses (a) and (b) above.
3. Purchase Price. $_____ (including accrued interest).
4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this ▇▇▇▇
of Sale to be duly executed and delivered on this 30th day of May, 2007.
SELLER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
PURCHASER: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC.
By:
----------------------------------
Name:
Title:
EXHIBIT 4
FORM OF LIMITED POWER OF ATTORNEY
THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:
Centerline Servicing, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, National Association
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIMITED POWER OF ATTORNEY
Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint Centerline
Servicing, Inc. (formerly ARCap Servicing, Inc.), having an address of ▇▇▇▇
▇▇▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇ ▇. ▇▇▇▇▇ (the
"Special Servicer"), The Bank of New York Trust Company, National Association,
having an address of Corporate Trust Office, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Corporate Trust Services (CMBS) -- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Capital I Inc., Series 2007-IQ14 (the "Trustee") and LaSalle Bank National
Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Global Securities and Trust Services- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.,
Series 2007-IQ14 (the "Custodian") as the true and lawful attorneys-in-fact for
the undersigned, in its name, place and stead, and for its use and benefit:
1. To empower the Trustee, the Custodian, and, in the event of the
failure or incapacity of the Trustee, the Custodian and the ▇▇▇▇▇ Fargo Master
Servicer, the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement, dated as of May 1, 2007 (the "Pooling and
Servicing Agreement"), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., as Depositor, the
Capmark Master Servicer, the Prudential Master Servicer, the ▇▇▇▇▇ Fargo Master
Servicer, the Special Servicer, the Trustee, and the Paying Agent with respect
to the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).
2. This power of attorney shall be limited to the above-mentioned
exercise of power.
3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.
4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of May 2007.
Witnessed by: ▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION
By:
--------------------------------- ------------------------------
Print Name: Name:
Title:
STATE OF )
----------------------------
COUNTY OF )
---------------------------
On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.
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Commission Expires: