EXECUTION COPY
LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of April 17, 2008 (the
"Agreement"), between ▇▇▇▇▇▇ Brothers Holdings Inc. (together with its
successors and permitted assigns hereunder, the "Seller") and Structured Asset
Securities Corporation II (together with its successors and permitted assigns
hereunder, the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be directly or
indirectly evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the LB-UBS
Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1. One or more "real estate mortgage investment
conduit" ("REMIC") elections will be made with respect to the Trust Fund. The
Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be
dated as of April 11, 2008 (the "Pooling and Servicing Agreement"), between the
Purchaser, as depositor (the "Depositor"), Wachovia Bank, National Association,
as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer"), and LaSalle Bank National
Association, as trustee (the "Trustee"). Capitalized terms used but not defined
herein have the respective meanings set forth in the Pooling and Servicing
Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with ▇▇▇▇▇▇ Brothers
Inc. ("▇▇▇▇▇▇"), UBS Securities LLC ("UBS-SEC") and Banc of America Securities
LLC ("BOA" and, together with ▇▇▇▇▇▇ and UBS-SEC in such capacity, the
"Underwriters"), whereby the Purchaser will sell to the Underwriters all of the
Certificates that are to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as
of the date hereof, with ▇▇▇▇▇▇ and UBS-SEC (together in such capacity, the
"Placement Agents"), whereby the Purchaser will sell to the Placement Agents all
of the remaining Certificates (other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Placement Agents have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the
"Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $490,363,205 (the "Initial LBHI Pool Balance") as
of the close of business on the Cut-off Date, after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on April
29, 2008 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of a cash amount equal to a percentage (mutually agreed upon by the
parties hereto) of the Initial LBHI Pool Balance, plus interest accrued on each
Mortgage Loan at the related Mortgage Rate (net of the related Administrative
Cost Rate), for the period from and including April 11, 2008 up to but not
including the Closing Date, which cash amount shall be paid to the Seller or its
designee by wire transfer in immediately available funds (or by such other
method as shall be mutually acceptable to the parties hereto) on the Closing
Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 6 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date; provided, that with respect to the
Guaranty Agreements (as defined in the Pooling and Servicing Agreement), such
assignment and conveyance shall be subject to Section 3.09(i) of the Pooling and
Servicing Agreement. The Mortgage Loan Schedule, as it may be amended, shall
conform to the requirements set forth in this Agreement and the Pooling and
Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (at the expense of the Trustee),
within 10 Business Days of such request; and (ii) the Master Servicer (or, at
the direction of the Master Servicer, to the appropriate Sub-Servicer), or, in
the case of a Mortgage Loan that is an Outside Serviced Trust Mortgage Loan (a
"Seller Outside Serviced Mortgage Loan"), the applicable Outside Servicer, all
unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Seller that relate to the Mortgage Loans. In addition, the Seller
shall, in the case of each Seller Outside Serviced Mortgage Loan, deliver to and
deposit with the Master Servicer, within 30 days of the Closing Date, a copy of
the mortgage file that was delivered to the related Outside Trustee under the
related Non-Trust Mortgage Loan Securitization Agreement.
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(d) The Seller shall, retain, with respect to each Mortgage Loan
(except in the case of a Seller Outside Serviced Mortgage Loan), an Independent
third party (the "Recording Agent"), through which it shall: (i) as and in the
manner provided in the Pooling and Servicing Agreement (and in any event within
45 days following the later of the Closing Date and the date on which all
necessary recording information is available to the subject Recording Agent),
submit for recording, or cause the submission for recording, in the applicable
public office for real property records each related assignment of Mortgage and
assignment of Assignment of Leases, in favor of, and delivered under clause
(a)(iv) of the definition of "Mortgage File" to the Trustee, and (ii) cause each
such assignment of Mortgage and assignment of Assignment of Leases to be
delivered to the Trustee following its return by the applicable public recording
office; provided that, in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Trustee shall obtain a certified copy of the recorded original. At
least every 90 days after the Closing Date (or at additional times upon the
request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Mortgage Loan by the Master
Servicer) and at the expense of the Seller, the Trustee shall forward to the
Master Servicer a copy of any of the aforementioned assignments of Mortgage
and/or assignments of Assignment of Leases that have been received by the
Trustee. Notwithstanding the foregoing, the Seller may request the Trustee to
submit for recording any of the assignments of Mortgage or assignments of
Assignment of Leases referred to in this paragraph, and in such event, the
Seller shall cause any such unrecorded document to be delivered to the Trustee.
If any such assignment of Mortgage and/or assignment of Assignment of
Leases referred to in the preceding paragraph is lost or returned unrecorded
because of a defect therein, then the Seller shall prepare or cause the
preparation of a substitute therefor or cure such defect, as the case may be,
and the Seller shall deliver such substitute or corrected document or instrument
to the Trustee (or, if the Mortgage Loan is then no longer subject to the
Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording and delivery contemplated in the preceding two paragraphs, including,
without limitation, any out-of-pocket costs and expenses that may be incurred by
the Trustee in connection with any such recording or delivery performed by the
Trustee at the Seller's request and the fees of the Recording Agent.
In addition to the foregoing, pursuant to the Pooling and Servicing
Agreement, the Trustee shall retain an Independent Person (such Person, the
"Filing Agent"), pursuant to a letter agreement dated the Closing Date (the
"Filing Letter Agreement") between the Trustee, the Payee, the Depositor and the
Seller, and the Trustee shall, as and to the extent set forth in the Filing
Letter Agreement at the expense of Cadim TACH Inc. (the "Payee"), with respect
to each Mortgage Loan (other than a Seller Outside Serviced Mortgage Loan),
through the Filing Agent: (i) promptly (and in any event within 45 days
following the later of the Closing Date and the date on which all necessary
filing information is available to such Filing Agent) prepare and file, in the
appropriate public office for UCC Financing Statements, an assignment of each
UCC Financing Statement delivered by the Seller (with respect to each Mortgage
Loan other than a Seller Outside Serviced Mortgage Loan), pursuant to clause
(a)(xiv) of the definition of "Mortgage File" or otherwise to the Trustee; and
(ii) cause each such assignment of UCC Financing Statement to be delivered to
the Trustee following its return by the appropriate public filing office for UCC
Financing Statements, with copies of any such returned assignments to be
delivered by the Trustee to the Master Servicer, at the expense of the Seller,
at least every 90 days after the Closing Date (or at such additional times upon
the request of the Master Servicer
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if reasonably necessary for the ongoing administration and/or servicing of the
related Mortgage Loan by the Master Servicer). Each assignment of UCC Financing
Statement referred to in the prior sentence that is filed by or on behalf of the
Trustee shall reflect that the file copy thereof should be returned to the
Trustee or its agent following filing. The Seller shall reasonably cooperate
with the Trustee (and the Filing Agent) with respect to the filing of the
assignments of UCC Financing Statements as described in this paragraph and shall
forward to the Trustee filing confirmation, if any, received by the Seller in
connection with assignments of UCC Financing Statements filed in accordance with
this paragraph. Notwithstanding the foregoing, to the extent the Trustee
provides the Payee, pursuant to the Filing Letter Agreement, with an invoice for
the expenses (i) reasonably to be incurred in connection with the preceding
paragraph and (ii) required to be paid by the Payee pursuant to the Filing
Letter Agreement, and such expenses are not paid by the Payee in advance of such
filings, the Trustee, at the expense of the Seller, shall only be required to
cause the Filing Agent to file the assignments of UCC Financing Statements with
respect to Mortgage Loans secured by hotel or hospitality properties.
(e) With respect to any Mortgage Loan (other than a Seller Outside
Serviced Mortgage Loan), the Seller shall, within 45 days of the Closing Date,
deliver or caused to be delivered to the Master Servicer (or, at the direction
of the Master Servicer, to the appropriate Sub-Servicer) the Mortgage Loan
Origination Documents (other than any document that constitutes part of the
Mortgage File for such Mortgage Loan); provided that the Seller shall not be
required to deliver any draft documents, privileged or other communications or
correspondence, credit underwriting or due diligence analyses or information,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) In connection with the obligations of the Master Servicer under
the Pooling and Servicing Agreement, with regard to each Mortgage Loan (other
than a Seller Outside Serviced Mortgage Loan) that is secured by the interests
of the related Mortgagor in a hospitality property (identified on Schedule VI to
the Pooling and Servicing Agreement) and each Mortgage Loan (other than a Seller
Outside Serviced Mortgage Loan) that has a related guaranty of payment or letter
of credit, the Seller shall deliver to and deposit with the Master Servicer, on
or before the Closing Date, any related franchise agreement, franchise comfort
letter and the original of such guaranty of payment or letter of credit.
Further, in the event, with respect to a Mortgage Loan (other than a Seller
Outside Serviced Mortgage Loan) with a related letter of credit, the Master
Servicer determines that a draw under such letter of credit has become necessary
under the terms thereof prior to the assignment of such letter of credit having
been effected in accordance with Section 3.01(e) of the Pooling and Servicing
Agreement, the Seller shall, upon the written direction of the Master Servicer,
use its best efforts to make such draw or to cause such draw to be made on
behalf of the Trustee.
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(h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) and provide the
Seller with a certificate (the "Master Servicer Certification") within 90 days
of the Closing Date acknowledging: (i) its (or, if the Master Servicer has
directed that such documents be delivered only to the applicable Sub-Servicer,
the applicable Sub-Servicer's) receipt as of the date of the Master Servicer
Certification of such documents actually received, provided that such review
shall be limited to identifying the document received, the Mortgage Loan to
which it purports to relate, that it appears regular on its face and that it
appears to have been executed (where appropriate); and (ii) in the event the
Seller has, in its sole discretion, elected to deliver a Mortgage Loan Checklist
(as defined in Section 5(b)(i)) with respect to any Mortgage Loan, its (or the
appropriate Sub-Servicer's) receipt as of the date of the Master Servicer
Certification of such Mortgage Loan Checklist, provided that, if the Seller
delivers a Mortgage Loan Checklist, as referred to in this clause (ii), on or
prior to the 90th day following the Closing Date, then the Master Servicer may
instead deliver the Master Servicer Certification within the later of (x) 90
days of the Closing Date and (y) five (5) Business Days of its receipt of such
Mortgage Loan Checklist. Notwithstanding anything to the contrary set forth
herein, to the extent the Seller has not been notified in writing of its failure
to deliver any document with respect to a Mortgage Loan required to be delivered
pursuant to or as contemplated by Section 2(e) prior to the first anniversary of
the date of the Master Servicer Certification, the Seller shall have no
obligation to provide such document.
(i) In addition, on the Closing Date, the Seller shall deliver to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposit
relating to each Mortgage Loan that is an Initial Deposit Mortgage Loan.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and possesses
all requisite authority, power, licenses, permits and franchises to carry
on its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which the Seller is subject, or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is
bound.
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(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any organizational document or any other corporate
restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Seller's reasonable and good faith judgment,
materially and adversely affect the ability of the Seller to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution and delivery of this Agreement by the Seller or the
performance by the Seller of its obligations under this Agreement.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d) hereof, no consent, approval, authorization or
order of, registration or filing with, or notice to, any court or
governmental agency or body, is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement.
(viii) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser, as provided herein, as a sale of the
Mortgage Loans to the Purchaser in exchange for the consideration specified
in Section 1 hereof. In connection with the foregoing, the Seller shall
cause all of its records to reflect such transfer as a sale (as opposed to
a secured loan). The consideration received by the Seller upon the sale of
the Mortgage Loans to the Purchaser will constitute at least reasonably
equivalent value and fair consideration for the Mortgage Loans. The Seller
will be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
is not selling the Mortgage Loans to the Purchaser with any intent to
hinder, delay or defraud any of the creditors of the Seller. After giving
effect to its transfer of the Mortgage Loans to the Purchaser, as provided
herein, the value of the Seller's assets, either taken at their present
fair saleable value or at fair valuation, will exceed the amount of the
Seller's debts and obligations, including contingent and unliquidated debts
and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially all
of the assets of the Seller. The Seller does not intend to, and does not
believe that it will, incur debts or obligations beyond its ability to pay
such debts and obligations as they mature.
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(ix) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties made by
the initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing
Agreement, except that all references therein to the "Depositor" shall be deemed
to be references to the Seller and all references therein to the Mortgage Pool
shall be deemed to be references to all the Securitized Loans.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(i) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Purchaser has the full corporate power and authority and legal right to
acquire the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery hereof by the Seller, constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of
this Agreement will not (A) violate the Purchaser's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Purchaser is subject or (C) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Purchaser is a party or by which
the Purchaser is bound.
(iv) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the
Purchaser, as provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
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SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller receives written notice with respect to any Mortgage
Loan (i) that any document constituting a part of the related Mortgage File
pursuant to clauses (a)(i) through (a)(xiii) (or, in the case of a Seller
Outside Serviced Mortgage Loan, clause (b)(i)) of the definition of "Mortgage
File" in the Pooling and Servicing Agreement or a document, if any, specifically
set forth on Schedule IX to the Pooling and Servicing Agreement, has not been
executed (if applicable) or is missing (a "Document Defect") or (ii) of a breach
of any of the Seller's representations and warranties made pursuant to Section
3(b) hereof (each such breach, a "Breach") relating to such Mortgage Loan, and
such Document Defect or Breach, as of the date specified in the fourth paragraph
of Section 2.03(a) to the Pooling and Servicing Agreement, materially and
adversely affects the value of the Mortgage Loan, then such Document Defect
shall constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach", as the case may be. Then, following receipt of a
Seller/Depositor Notification with respect to such Material Document Defect or
Material Breach, as the case may be, the Seller shall (subject to Sections 5(f),
(g) and (h) hereof) cure or repurchase the subject Mortgage Loan, as the case
may be, if and to the extent the Depositor is required to do so, in the manner,
under the circumstances, subject to the conditions, within the time periods and
upon all of the other terms set forth in Section 2.03 of the Pooling and
Servicing Agreement.
(b) In the event the Seller is obligated to repurchase any Mortgage
Loan pursuant to this Section 5, such obligation shall extend to any successor
REO Mortgage Loan with respect thereto as to which (A) the subject Material
Breach existed as to the subject predecessor Mortgage Loan prior to the date the
related Mortgaged Property became an REO Property or within 90 days thereafter,
and (B) as to which the Seller had received, no later than 90 days following the
date on which the related Mortgaged Property became an REO Property, a
Seller/Depositor Notification from the Trustee regarding the occurrence of the
applicable Material Breach and directing the Seller to repurchase the subject
Mortgage Loan.
(c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Seller or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to any Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is acting) has consented (which
consent shall not be unreasonably withheld and shall be deemed to have been
given if no written objection is received by the Seller (or by the Depositor)
within 10 Business Days of the Controlling Class Representative's receipt of a
written request for such consent); and provided, further, that the Seller may,
at its option, purchase the entire Cross-Collateralized Group in
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lieu of terminating the cross-collateralization. All costs and expenses incurred
by the Purchaser or its designee pursuant to this paragraph shall be included in
the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased. If
the cross-collateralization of any Cross-Collateralized Group is not or cannot
be terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether the subject Breach or Document Defect, as the case may be,
materially and adversely affects the value of any one or more Mortgage Loans in
such Cross-Collateralized Group, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.
(d) It shall be a condition to any repurchase of a Mortgage Loan by
the Seller pursuant to this Section 5 that the Purchaser shall have executed and
delivered such instruments of transfer or assignment then presented to it by the
Seller (or as otherwise required to be prepared, executed and delivered under
the Pooling and Servicing Agreement), in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Mortgage Loan (including any property acquired in respect thereof or proceeds of
any insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder. If any Mortgage Loan is to
be repurchased as contemplated by this Section 5, the Seller shall amend the
Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall
forward such amended schedule to the Purchaser.
(e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Breach or
Document Defect. It is understood and agreed that the obligations of the Seller
set forth in this Section 5 constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
(f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller made by
virtue of the Depositor's representation set forth in, or made pursuant to
paragraph (xlviii) of Schedule II to the Pooling and Servicing Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).
-9-
(g) In addition, subject to Section 5(f) and the last three sentences
of this paragraph, if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in and made pursuant to paragraph (xvii) of Schedule II to
the Pooling and Servicing Agreement) or a Material Document Defect with respect
to a Mortgage Loan is not capable of being cured in accordance with Section
2.03(a) of the Pooling and Servicing Agreement, then in lieu of repurchasing
such Mortgage Loan, the Seller shall pay a cash amount equal to the Loss of
Value Payment, and any costs incurred in connection with such Loss of Value
Payment, in each case required to be paid by the Depositor (or, payable by the
Depositor due to the Depositor's exercise of its option) under Section 2.03(e)
of the Pooling and Servicing Agreement, but only if and to the extent the
Depositor is required or elects to do so, in the manner, under the
circumstances, subject to the conditions, within the time periods and upon all
of the other terms set forth in Section 2.03 of the Pooling and Servicing
Agreement. Provided that such payment is made, this paragraph describes the sole
remedy available to the Purchaser regarding any such Material Breach or Material
Document Defect and the Seller shall not be obligated to otherwise cure such
Material Breach or Material Document Defect or repurchase the affected Mortgage
Loan based on such Material Breach or Material Document Defect under any
circumstances. Notwithstanding the foregoing provisions of this Section 5(g), if
95% or more of the loss of value to a Mortgage Loan was caused by a Material
Breach or Material Document Defect, which Material Breach or Material Document
Defect is not capable of being cured, this Section 5(g) shall not apply and the
Seller shall be obligated to repurchase the affected Mortgage Loan at the
applicable Purchase Price in accordance with Section 5(a). Furthermore, the
Seller shall not have the option of delivering Loss of Value Payments in
connection with any Material Breach relating to a Mortgage Loan's failure to be
a Qualified Mortgage. In the event there is a Loss of Value Payment made by the
Seller in accordance with this Section 5(g), the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.05(e) of the Pooling and Servicing Agreement.
(h) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Seller set forth in and
made pursuant to paragraph (xvii) of Schedule II to the Pooling and Servicing
Agreement, and the subject Mortgage Loan becomes a Qualified Mortgage prior to
the expiration of the Initial Resolution Period applicable to a Material
Document Defect or Material Breach that affects whether a Mortgage Loan is a
Qualified Mortgage, and without otherwise causing an Adverse REMIC Event or an
Adverse Grantor Trust Event, then such breach will be cured and the Seller will
not be obligated to repurchase or otherwise remedy such Breach.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, 2 World
Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on
the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, shall be true and correct in all material respects as of the Closing
Date;
(b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
-10-
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(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 in all
material respects, and the Seller 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 or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties hereto agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the initial Purchaser,
the Underwriters and the Placement Agents may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement and in the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date; and (ii)
the Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, in his or
her individual capacity, dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that each individual who, as an officer or representative of the Seller, signed
this Agreement, the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein or in the Indemnification Agreement, 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;
-11-
(f) As certified by an officer of the Seller, true and correct copies
of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware not earlier than 10 days prior to the Closing
Date;
(g) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP, special
counsel to the Seller, in form and substance reasonably acceptable to, and
covering matters reasonably requested by, the initial Purchaser, dated the
Closing Date and addressed to the initial Purchaser, the Underwriters, the
Placement Agents, the Rating Agencies and, upon request, the other parties to
the Pooling and Servicing Agreement, together with such other opinions of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP as may be required by the Rating Agencies in
connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, in form and
substance reasonably acceptable to, and covering matters reasonably requested
by, the initial Purchaser, dated the Closing Date and addressed to the initial
Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement;
(i) In the event any of the Certificates are mortgage related
securities within the meaning of the Secondary Mortgage Market Enhancement Act
of 1984, as amended, a Certificate of the Seller regarding origination of the
Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended; and
(j) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
-12-
SECTION 8. Costs. The Seller shall pay its Allocable Share (or such
other amount as is agreed to by the Purchaser) of all reasonable out-of-pocket
costs and expenses incurred by the Seller, the initial Purchaser, the
Underwriters, the Placement Agents and the sellers of the Other Loans to the
Purchaser in connection with the securitization of the Securitized Loans and the
other transactions contemplated by this Agreement, the Underwriting Agreement
and the Certificate Purchase Agreement. "Allocable Share" shall mean a fraction
(expressed as a percentage), the numerator of which is the aggregate outstanding
principal balance of the Mortgage Loans as of the date of determination, and the
denominator of which is the aggregate outstanding principal balance of all of
the Securitized Loans on such date of determination.
SECTION 9. Grant of a Security Interest. The parties hereto agree that
it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement; and, in
connection with the foregoing, the Seller authorizes the Purchaser to file any
and all appropriate Uniform Commercial Code financing statements.
SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and telecopied
or delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
-13-
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the initial Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
-14-
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY, TO THE EXCLUSION OF
ALL OTHER COURTS, WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, TO THE
EXCLUSION OF ALL OTHER COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE
DEFENSE OF AN INCONVENIENT FORUM IN CONNECTION WITH SUCH ACTION OR PROCEEDING
COMMENCED IN SUCH NEW YORK STATE OR FEDERAL COURTS; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW; PROVIDED, THAT IN THE EVENT NEITHER A NEW YORK STATE NOR A
FEDERAL COURT SITTING IN NEW YORK IN WHICH AN ACTION OR PROCEEDING HAS BEEN DULY
AND PROPERLY COMMENCED BY ANY PARTY TO THIS AGREEMENT REGARDING A MATTER ARISING
OUT OF OR RELATING TO THIS AGREEMENT HAS REFUSED TO ACCEPT JURISDICTION OVER OR
OTHERWISE HAS NOT ACCEPTED SUCH ACTION OR PROCEEDING WITHIN, IN THE CASE OF EACH
SUCH COURT, 60 DAYS OF THE COMMENCEMENT OR FILING THEREOF, THEN THE WORDS "TO
THE EXCLUSION OF ALL OTHER COURTS" IN CLAUSE (I) AND CLAUSE (II) OF THIS
SENTENCE SHALL NOT APPLY WITH REGARD TO SUCH ACTION OR PROCEEDING AND THE
REFERENCE TO "SHALL" IN CLAUSE (II) OF THIS SECTION SHALL BE DEEMED TO BE "MAY".
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
such party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
-15-
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
-16-
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Authorised Signatory
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
PURCHASER
STRUCTURED ASSET SECURITIES
CORPORATION II
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Address for Notices:
Structured Asset Securities
Corporation II
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(SEE ATTACHED)
CONTROL
NO. PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 Westfield Southlake ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
7 Kettering Tower ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
9 Memphis Retail Portfolio Various
9.01 The Shops of Collierville ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
9.02 Chickasaw Gardens ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
9.03 Country Club Collections ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
9.04 Trezevant Enterprises - Fed Ex/Kinko's ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
9.05 Trezevant Enterprises - Corky's ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
10 Chicago Hotel Portfolio - Crossed Rollup N/A
10.01 Chicago Hotel Portfolio - City Suites Hotel ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
10.02 Chicago Hotel Portfolio - Majestic Hotel ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
10.03 Chicago Hotel Portfolio - Willows Hotel ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
11 Southwest Retail Portfolio - Crossed Rollup N/A
11.01 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
11.02 Foothills Shopping Center ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
11.03 Country Square Shopping Center 10310-10384 South Redwood Road
13 Best Western - Clearwater ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
14 Park 100 - Portfolio Various
14.01 Building 113 ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
14.02 Building 114 ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
14.03 Building 108 ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
14.04 Building 55 ▇▇▇▇-▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
14.05 Building 106 ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
14.06 Building 101 ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
14.07 Building 105 ▇▇▇▇-▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
18 Village Marketplace ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
19 Bashas Gold Canyon ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
20 Whole Foods - Cupertino 20955 Stevens Creek ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ of Commerce Portfolio - Crossed Rollup N/A
21.01 Premier Park of Commerce - FedEx Ground ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇
▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ of Commerce - FedEx Freight ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Garage ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
24 ▇▇▇▇▇▇▇ Retail Portfolio Various
24.01 Dick's Sporting Goods ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
24.02 Park Place ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
24.03 Horizon Travel ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
24.04 Moe's Building ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
25 Columbus Office Warehouse Portfolio ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Road, and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 802 Seminar
31 ▇▇▇▇ Club Corners ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
32 Holiday Shopping Center 4545 Sun Ray Drive
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shopping Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ Polaris Retail Center 1140-1158 Polaris Parkway
40 Comfort Suites - Midland ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
42 The Market at Uvalde 13502-13530 Interstate Highway 10 East
43 East Hills Village ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
45 Vantage 78 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
46 Walgreen's - Harlingen ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
48 ▇▇▇▇▇▇ Industrial ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
49 Walgreen's - ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇'▇ - ▇▇▇▇▇▇, ▇▇ 4519 Dallas-Acworth Highway
51 Summer's Village ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
52 Sunset Centre ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
53 MDKL Flowood ▇▇▇ ▇▇▇▇▇ ▇▇▇
55 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Street
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Drive
57 Western Green ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
CUT-OFF DATE MONTHLY REMAINING REMAINING
CONTROL BALANCE DEBT MORTGAGE TERM TO MATURITY AMORTIZATION
NO. CITY STATE ZIP ($) SERVICE ($) RATE (%) MATURITY (MOS.) DATE TERM (MOS.)
-------------------------------------------------------------------------------------------------------------------------
1 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 140,000,000 712,088 6.0200 117 1/11/2018 0
6 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 39,695,002 229,632 5.6000 101 9/11/2016 353
7 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 28,000,000 165,720 5.8800 109 5/11/2017 360
9 Various TN Various 25,600,000 164,174 6.6400 115 11/11/2017 360
9.01 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9.02 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9.03 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9.04 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9.05 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
10 N/A N/A N/A 24,981,247 N/A 6.9000 ▇/▇ ▇/▇ ▇/▇
▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,208,088 61,665 6.9000 119 3/11/2018 341
10.02 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,118,905 54,371 6.9000 119 3/11/2018 341
10.03 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,654,254 51,259 6.9000 119 3/11/2018 341
11 N/A N/A N/A 20,154,397 N/A 7.0400 N/A N/A N/A
11.01 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 10,376,521 69,471 7.0400 117 1/11/2018 357
11.02 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,385,552 42,751 7.0400 117 1/11/2018 357
11.03 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,392,324 22,712 7.0400 117 1/11/2018 357
13 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 19,100,000 126,432 6.9500 115 11/11/2017 360
14 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 17,450,000 115,510 6.9500 116 12/11/2017 360
14.01 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.02 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.03 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.04 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.05 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.06 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14.07 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
15 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 16,800,000 106,962 6.2300 117 1/11/2018 360
18 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 12,380,268 83,918 7.1700 118 2/11/2018 358
19 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 11,980,000 71,211 5.9200 102 10/11/2016 360
20 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 11,901,884 71,714 5.9800 113 9/11/2017 353
21 N/A N/A N/A 11,700,000 N/A 5.8600 ▇/▇ ▇/▇ ▇/▇
▇▇.▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,000,000 29,300 5.8600 115 11/11/2017 0
21.02 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,700,000 27,835 5.8600 115 11/11/2017 0
23 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 11,000,000 72,360 6.2200 104 12/11/2016 300
24 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 10,500,000 69,364 6.9300 117 1/11/2018 360
24.01 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.02 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.03 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24.04 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
25 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,600,000 60,615 6.4900 115 11/11/2017 ▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,000,000 41,744 5.9500 109 5/11/2017 360
31 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,854,074 42,014 6.0100 160 8/11/2021 340
32 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,800,000 42,179 6.3200 116 12/11/2017 360
33 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,600,000 43,468 6.9000 118 2/11/2018 360
39 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,951,909 29,252 5.7000 104 12/11/2016 344
40 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,950,316 34,150 7.0000 117 1/11/2018 321
41 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,750,000 31,157 6.8600 117 1/11/2018 ▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,300,000 28,320 6.9000 117 1/11/2018 360
43 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,270,555 28,879 7.1400 117 1/11/2018 357
45 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,850,000 22,737 5.8600 109 5/11/2017 ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,395,000 18,645 6.5000 118 2/11/2018 0
48 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,000,000 20,222 7.1300 117 1/11/2018 360
49 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,925,000 16,064 6.5000 118 2/11/2018 0
50 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,900,000 15,927 6.5000 118 2/11/2018 0
51 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,900,000 18,829 6.7600 116 12/11/2017 360
52 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,490,572 16,599 6.9800 115 11/11/2017 355
53 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,294,410 14,857 6.7100 117 1/11/2018 357
55 ▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,191,055 14,123 6.6500 115 11/11/2017 355
56 ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,100,000 14,169 7.1400 117 1/11/2018 360
57 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 997,515 6,393 6.6100 117 1/11/2018 357
INTEREST ADMINISTRATIVE OUTSIDE
CONTROL ACCRUAL COST SERVICING OWNERSHIP PREPAYMENT ANTICIPATED
NO. BASIS RATE (%) FEE RATE INTEREST LOAN SELLER PROVISION REPAYMENT DATE
---------------------------------------------------------------------------------------------------------------------
1 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
6 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
7 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
9 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
9.01 Fee Simple LB N/A
9.02 Fee Simple LB N/A
9.03 Fee Simple LB N/A
9.04 Fee Simple LB N/A
9.05 Fee Simple LB ▇/▇
▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇▇ ▇/▇ ▇/▇
10.01 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
10.02 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
10.03 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇▇ ▇/▇ ▇/▇
11.01 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
11.02 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
11.03 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
13 Actual/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
14 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
14.01 Fee Simple LB N/A
14.02 Fee Simple LB N/A
14.03 Fee Simple LB N/A
14.04 Fee Simple LB N/A
14.05 Fee Simple LB N/A
14.06 Fee Simple LB N/A
14.07 Fee Simple LB N/A
15 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
18 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
19 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance/Defeasance N/A
20 30/360 0.20175 0.00000 Leasehold LB Yield Maintenance N/A
▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇▇ ▇/▇ ▇/▇
21.01 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
21.02 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
23 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
24 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
24.01 Fee Simple LB N/A
24.02 Fee Simple LB N/A
24.03 Fee Simple LB N/A
24.04 Fee Simple LB N/A
25 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
30 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
31 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
32 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
33 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
39 30/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
40 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
41 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
42 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
43 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
45 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
46 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
48 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
49 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
50 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
51 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
52 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
53 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
55 Actual/360 0.20175 0.00000 Fee Simple LB Yield Maintenance N/A
56 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
57 Actual/360 0.20175 0.00000 Fee Simple LB Defeasance N/A
CROSS
CONTROL ANTICIPATED ADDITIONAL COLLATERALIZED
NO. REPAYMENT DATE INTEREST GROUPS
---------------------------------------------------
1 N/A ▇▇
▇ ▇/▇ ▇▇
▇ ▇/▇ ▇▇
▇ ▇/▇ ▇▇
9.01 Yes (LB-A)
9.02 Yes (LB-A)
9.03 Yes (LB-A)
9.04 Yes (LB-A)
9.05 Yes (LB-A)
10 N/A Yes (LB-1)
10.01 N/A Yes (LB-1)
10.02 N/A Yes (LB-1)
10.03 N/A Yes (LB-1)
11 N/A Yes (LB-2)
11.01 N/A Yes (LB-2)
11.02 N/A Yes (LB-2)
11.03 N/A Yes (LB-2)
13 N/A No
14 N/A No
14.01 Yes (LB-B)
14.02 Yes (LB-B)
14.03 Yes (LB-B)
14.04 Yes (LB-B)
14.05 Yes (LB-B)
14.06 Yes (LB-B)
14.07 Yes (LB-B)
15 N/A No
18 N/A ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ Yes (LB-3)
21.01 N/A Yes (LB-3)
21.02 N/A Yes (LB-3)
23 N/A No
24 N/A No
24.01 Yes (LB-C)
24.02 Yes (LB-C)
24.03 Yes (LB-C)
24.04 Yes (LB-C)
25 N/A No
30 N/A No
31 N/A No
32 N/A ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
41 N/A No
42 N/A ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
48 N/A ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
52 N/A No
53 N/A ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇
▇▇ ▇/▇ ▇▇