COUNTRYWIDE MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of March 30, 2007
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of April 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Wachovia Bank, National
Association and ▇▇▇▇▇ Fargo Bank, National Association as master servicers
(each, in such capacity, a "Master Servicer"), LNR Partners, Inc. as special
servicer (the "Special Servicer") and LaSalle Bank National Association as
trustee (the "Trustee"). Capitalized terms used but not defined herein
(including the schedules attached hereto) have the respective meanings set forth
in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of March 30, 2007 (the "Underwriting Agreement"), with ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), Credit Suisse
Securities (USA) LLC ("Credit Suisse") and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated
("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"); ▇▇▇▇▇▇▇ ▇▇▇▇▇, Countrywide Securities, Credit Suisse and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, collectively, in such capacity, the "Underwriters"), whereby the
Purchaser will sell to the Underwriters all of the Certificates that are to be
registered under the Securities Act of 1933, as amended (such Certificates, the
"Publicly-Offered Certificates"). The Purchaser has also entered into a
Certificate Purchase Agreement, dated as of March 30, 2007 (the "Certificate
Purchase Agreement"), with ▇▇▇▇▇▇▇ ▇▇▇▇▇ for itself and as representative of
Countrywide Securities (together in such capacity, the "Initial Purchasers"),
whereby the Purchaser will sell to the Initial Purchasers all of the remaining
Certificates (such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $758,734,492 (the "Countrywide Mortgage Loan
Balance") (subject to a variance of plus or
minus 5.0%) as of the close of business on the Cut-off Date, after giving effect
to any payments due on or before such date, whether or not such payments are
received. The Countrywide Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-off Date (after
giving effect to any payments due on or before such date, whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-off Date Pool Balance") of $2,145,926,360 (subject to a variance of plus or
minus 5%). The purchase and sale of the Mortgage Loans shall take place on April
12, 2007 or such other date as shall be mutually acceptable to the parties to
this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 101.60048% of the
Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii)
$1,353,029.08, which amount represents the amount of interest accrued on the
Countrywide Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Servicing Rights Purchase Agreement (as defined in Section
6(a)(iii) hereof)), together with all of the Seller's right, title and interest
in and to the proceeds of any related title, hazard, primary mortgage or other
insurance proceeds. The Mortgage Loan Schedule, as it may be amended, shall
conform to the requirements set forth in this Agreement and the Pooling and
Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive
all scheduled payments of principal and interest due after the Cut-off Date, and
all other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on
or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a
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"Mortgage File"). All Mortgage Files so delivered will be held by the Trustee in
escrow for the benefit of the Seller at all times prior to the Closing Date. The
Mortgage File with respect to each Mortgage Loan that is a Serviced Trust
Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject
Mortgage Loan, including any power of attorney related to the execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the
order of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-6, Commercial Mortgage
Pass-Through Certificates, Series 2007-6, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals
or copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with
originals or copies of any and all intervening assignments thereof, in
each case (unless not yet returned by the applicable recording office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
(iv) an original executed assignment, in recordable form (except
for completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-6, Commercial Mortgage Pass-Through
Certificates, Series 2007-6 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-6, Commercial Mortgage
Pass-Through Certificates, Series 2007-6, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to
clause (iv) above) in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-6, Commercial Mortgage Pass-Through Certificates, Series 2007-6 (or,
in the case of a Loan Combination, in favor of LaSalle Bank National
Association, as trustee for the registered holders of ML-CFC Commercial
Mortgage Trust 2007-6, Commercial Mortgage Pass-Through Certificates,
Series 2007-6, and in its
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capacity as lead lender on behalf of the holder of the related Non-Trust
Loan(s)) , or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a pro forma policy or a marked version of the policy that has been
executed by an authorized representative of the title company or an
agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue
such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC Financing Statements in favor of the originator of the subject
Mortgage Loan or in favor of any assignee prior to the Trustee (but only
to the extent the Seller had possession of such UCC Financing Statements
prior to the Closing Date) and, if there is an effective UCC Financing
Statement in favor of the Seller on record with the applicable public
office for UCC Financing Statements, a UCC Financing Statement assignment,
in form suitable for filing in favor of LaSalle Bank National Association,
as trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2007-6, Commercial Mortgage Pass-Through Certificates, Series 2007-6, as
assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank
National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2007-6, Commercial Mortgage Pass-Through
Certificates, Series 2007-6, and in its capacity as lead lender on behalf
of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or a copy of any Ground Lease, guaranty or
ground lessor estoppel;
(x) an original or a copy of any intercreditor agreement
relating to permitted debt of the Mortgagor and any intercreditor
agreement relating to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original from to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan;
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination,
an original or a copy of the related Loan Combination Intercreditor
Agreement.
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The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate
to the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer in connection with its duties under the
Pooling and Servicing Agreement, and (c) are in the possession or under the
control of the Seller, together with all unapplied escrow amounts and reserve
amounts in the possession or under the control of the Seller that relate to the
Mortgage Loans, shall be delivered or caused to be delivered by the Seller to
the applicable Master Servicer (or, at the direction of such Master Servicer, to
the appropriate sub-servicer); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications, credit
underwriting, legal or other due diligence analyses, credit committee briefs or
memoranda or other internal approval documents or data or internal worksheets,
memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the
Trustee, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage
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loan checklist or a complete mortgage loan checklist shall not give rise to any
liability whatsoever on the part of the Seller to the Purchaser, the Trustee or
any other person because the delivery of the mortgage loan checklist is being
provided to the Trustee solely for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to
the applicable Master Servicer, the initial data (as of the Cut-off Date or the
most recent earlier date for which such data is available) contemplated by the
CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of California and the
Seller has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation
or bylaws, (B) violate any law or regulation or any administrative decree
or order to which it is subject if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for the Seller to
perform its duties and obligations under this Agreement, or (C) constitute
a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Seller is a party or
by which the Seller is bound, which default might have consequences that
would, in the Seller's reasonable and good faith judgment, materially and
adversely affect the condition (financial or other) or operations of the
Seller or its properties or materially and adversely affect its
performance hereunder.
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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 materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller
in any court or by or before any other governmental agency or
instrumentality which would, in the Seller's good faith and reasonable
judgment, prohibit its entering into this Agreement or materially and
adversely affect the validity of this Agreement or the performance by the
Seller of its obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
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(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties
pursuant to Regulation AB. For purpose of this Agreement, "Regulation AB"
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or
a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO Loan) not later than the end
of such 90-day period (and in no event later than the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into its
Collection Account any Substitution Shortfall Amount in connection therewith;
provided, however, that, unless the Document Defect or Breach would cause the
Mortgage Loan not to be a Qualified Mortgage, if such Document Defect or Breach
is capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional
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90-day period; and provided, further, that no Document Defect (other than with
respect to the Specially Designated Mortgage Loan Documents) shall be considered
to materially and adversely affect the interests of the Certificateholders or
the value of the related Mortgage Loan unless the document with respect to which
the Document Defect exists is required in connection with an imminent
enforcement of the mortgagee's rights or remedies under the related Mortgage
Loan, defending and claim asserted by any Mortgagor or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien or any
collateral securing the Mortgage Loan or for any immediate servicing
obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to (i) the delivery by the Seller to the Trustee, at the expense
of the Seller, of an Opinion of Counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (ii) the
consent of the Controlling Class Representative (if one is then acting), which
consent shall not be unreasonably withheld or delayed. In the event that one or
more of such other Crossed Loans satisfy the aforementioned criteria, the Seller
may elect either to repurchase or substitute for only the affected Crossed Loan
as to which the related Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related Mortgagor.
For a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to
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which there is any uncured Document Defect or Breach known to the Seller that
existed as of the Closing Date, the Seller shall provide, once every 90 days,
the officer's certificate to the Trustee described above as to the reason(s)
such Document Defect or Breach remains uncured and as to the actions being taken
to pursue cure; provided, however, that, without limiting the effect of the
foregoing provisions of this Section 3(c), if such Document Defect or Breach
shall materially and adversely affect the value of such Mortgage Loan or the
interests of the holders of the Certificates therein (subject to the second and
third provisos in the sole sentence of the preceding paragraph), the Seller
shall in all cases on or prior to the second anniversary of the Closing Date
either cause such Document Defect or Breach to be cured or repurchase or
substitute for the affected Mortgage Loan (for the avoidance of doubt, the
foregoing two-year period shall not be deemed to be a time limitation on the
Seller's right to cure a Document Defect as set forth in this Section 3). The
delivery of a commitment to issue a policy of lender's title insurance as
described in representation 8 set forth on Schedule I hereto in lieu of the
delivery of the actual policy of lender's title insurance shall not be
considered a Document Defect or Breach with respect to any Mortgage File if such
actual policy of insurance is delivered to the Trustee or a Custodian on its
behalf not later than the 180th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with
10
respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the
Seller shall not be obligated to repurchase or substitute the Mortgage Loan if
(i) the affected Mortgaged Property(ies) may be released pursuant to the terms
of any partial release provisions in the related Mortgage Loan documents (and
such Mortgaged Property(ies) are, in fact, released) and to the extent not
covered by the applicable release price (if any) required under the related
Mortgage Loan documents, the Seller pays (or causes to be paid) any additional
amounts necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by the applicable Master Servicer, the Special Servicer, the Trustee or
the Trust Fund in connection with such release, (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of
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them of a receipt executed by the Seller, all portions of the Mortgage File and
other documents pertaining to such Mortgage Loan possessed by it, and (iii) the
applicable Master Servicer and the Special Servicer shall release to the Seller
any Escrow Payments and Reserve Funds held by it in respect of such repurchased
or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants for the benefit of the
Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and the
Purchaser has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
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(c) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this Agreement
will not (A) violate the Purchaser's articles of incorporation or bylaws, (B)
violate any law or regulation or any administrative decree or order to which it
is subject if compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for the Purchaser to perform its duties and obligations
under this Agreement or (C) constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which the
Purchaser is a party or by which the Purchaser is bound, which default might
have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Purchaser, threatened against the Purchaser in any
court or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of this Agreement or any
action taken in connection with the obligations of the Purchaser contemplated
herein, or which would be likely to impair materially the ability of the
Purchaser to enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
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SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on
the Closing Date. The Closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee
(or a Custodian on its behalf) and the applicable Master Servicer, respectively,
all documents represented to have been or required to be delivered to the
Trustee and such Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of March 30, 2007,
among the Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., the Purchaser, the
Underwriters and the Initial Purchasers.
Both parties agree to use their best reasonable efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist
of the following:
(a) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the
14
applicable Master Servicer (such agreement(s), individually or collectively, as
the case may be, the "Servicing Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that leads him/her to believe that the Specified Portions of the Free Writing
Prospectus, as of the Time of Sale or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (ii) such officer has
carefully examined the Specified Portions (as defined below) of the Prospectus
Supplement and nothing has come to his/her attention that leads him/her to
believe that the Specified Portions of the Prospectus Supplement, as of the date
of the Prospectus Supplement or as of the Closing Date, included or include any
untrue statement of a material fact relating to the Mortgage Loans or omitted or
omit to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading.
The "Specified Portions" of the Free Writing Prospectus shall
consist of Annex A-1 to the Free Writing Prospectus, entitled "Certain
Characteristics of the Mortgage Loans" (insofar as the information contained in
Annex A-1 relates to the Mortgage Loans sold by the
15
Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain
Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex A-3 to the Free Writing Prospectus, entitled "242 ▇▇▇▇▇ Avenue
Amortization Schedule", Annex C to the Free Writing Prospectus, entitled
"Preliminary Structural and Collateral Term Sheet" (insofar as the information
contained in Annex C relates to the Mortgage Loans sold by the Seller
hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as
such CD-ROM is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the
following sections of the Free Writing Prospectus (only to the extent that any
such information relates to the Seller or the Mortgage Loans sold by the Seller
hereunder and exclusive of any statements in such sections that purport to
describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool" and "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of
the Mortgage Loans" (insofar as the information contained in Annex A-1 relates
to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus
Supplement, entitled "Certain Statistical Information Regarding the Mortgage
Loans" (insofar as the information contained in Annex A-2 relates to the
Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus
Supplement entitled "Certain Characteristics Regarding Multifamily Properties"
(insofar as the information contained in Annex B relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-3 to the Free Writing Prospectus,
entitled "242 ▇▇▇▇▇ Avenue Amortization Schedule", Annex C to the Prospectus
Supplement, entitled "Description of the Ten Largest Mortgage Loans" (insofar as
the information contained in Annex C relates to the Mortgage Loans sold by the
Seller hereunder), the CD-ROM which accompanies the Prospectus Supplement
(insofar as such CD-ROM is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B),
and the following sections of the Prospectus Supplement (only to the extent that
any such information relates to the Seller or the Mortgage Loans sold by the
Seller hereunder and exclusive of any statements in such sections that purport
to describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Prospectus Supplement--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool" and "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
16
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means the Offering Prospectus dated March
19, 2007 (the "March 2007 Free Writing Prospectus"), and relating to the
Publicly-Offered Certificates;
"Memorandum" means the confidential Private Placement
Memorandum dated March 30, 2007, and relating to the Private Certificates;
"Prospectus" means the prospectus dated March 19, 2007.
"Prospectus Supplement" means the prospectus supplement dated March
30, 2007, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means March 30, 2007, at 2:15 p.m.
(e) Each of: (i) the resolutions of the Seller's board of
directors or a committee thereof authorizing the Seller's entering into the
transactions contemplated by this Agreement, (ii) the certificate of
incorporation and bylaws of the Seller, and (iii) an original or a copy of a
certificate of good standing of the Seller issued by the State of California not
earlier than 30 days prior to the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Underwriters, the Initial
Purchasers and each of the Rating Agencies, together with such other written
opinions, including as to insolvency matters, as may be required by the Rating
Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of
17
the UCC of the applicable jurisdiction; (ii) the conveyance provided for in
Section 2 of this Agreement shall be deemed to be a grant by the Seller to the
Purchaser of a security interest in all of the Seller's right, title and
interest in and to the Mortgage Loans, and all amounts payable to the holder of
the Mortgage Loans in accordance with the terms thereof, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation, all amounts, other
than investment earnings (other than investment earnings required by Section
3.19(a) of the Pooling and Servicing Agreement to offset Prepayment Interest
Shortfalls), from time to time held or invested in the applicable Master
Servicer's Collection Account, the Distribution Account or, if established, the
REO Account whether in the form of cash, instruments, securities or other
property; (iii) the assignment to the Trustee of the interest of the Purchaser
as contemplated by Section 1 of this Agreement shall be deemed to be an
assignment of any security interest created hereunder; (iv) the possession by
the Trustee or any of its agents, including, without limitation, the Custodian,
of the Mortgage Notes, and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
possession by the secured party for purposes of perfecting the security interest
pursuant to Section 9-313 of the UCC of the applicable jurisdiction; and (v)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from persons (other than the Trustee)
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the secured party for the purpose of perfecting such security
interest under applicable law. The Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement and the Pooling and Servicing
Agreement. The Seller does hereby consent to the filing by the Purchaser of
financing statements relating to the transactions contemplated hereby without
the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than two (2)
business days following the occurrence of such event if such event is reportable
under Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports meeting
the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)
of the 1934 Act.
18
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party
19
that obtains the principal relief it has sought, whether by compromise
settlement or judgment. If the party that commenced or instituted the action,
suit or proceeding shall dismiss or discontinue it without the concurrence of
the other party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party hereto against whom such waiver
or modification is sought to be enforced. The Seller's obligations hereunder
shall in no way be expanded, changed or otherwise affected by any amendment of
or modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty
or other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the
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property identified in the Mortgage Loan Schedule as corresponding thereto. The
provisions of this Agreement, including, without limitation, each of the
representations and warranties set forth in Schedule I hereto and each of the
capitalized terms used herein but defined in the Pooling and Servicing
Agreement, shall be interpreted in a manner consistent with this Section 21. In
addition, if there exists with respect to any Crossed Loan Group only one
original of any document referred to in the definition of "Mortgage File" in
this Agreement and covering all the Mortgage Loans in such Crossed Loan Group,
the inclusion of the original of such document in the Mortgage File for any of
the Mortgage Loans in such Crossed Loan Group shall be deemed an inclusion of
such original in the Mortgage File for each such Mortgage Loan.
[SIGNATURE PAGES TO FOLLOW]
21
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
PURCHASER
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS,
INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
COUNTRYWIDE MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
Purchaser:
Address for Notices:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Director of CMBS Securitizations
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule with respect to the Mortgage Loans is true and correct in
all material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer
of the Mortgage Loans to the Purchaser, the Seller had good title to, and was
the sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or
interest under any Mortgage Loan was 30 days or more past due as of the Due Date
for such Mortgage Loan in March 2007, without giving effect to any applicable
grace period, nor was any such payment 30 days or more delinquent since the date
of origination of any Mortgage Loan, without giving effect to any applicable
grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or
encumbrances that are pari passu with the lien of such Mortgage, in any event
subject, however, to the following (collectively, the "Permitted Encumbrances"):
(a) the lien for current real estate taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties; (b)
covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the related lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy or a "marked-up" commitment binding upon the title insurer); (c)
exceptions and exclusions specifically referred to in such lender's title
insurance policy (or, if not yet issued, referred to in a pro forma title policy
or "marked-up" commitment binding upon the title insurer); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any Non-Trust Loan that is part of a related Loan Combination to which any
such Mortgage Loan belongs, and except that a license may have been granted to
the related Mortgagor to exercise certain rights and perform certain obligations
of the lessor under the relevant lease or leases, including, without limitation,
the right to operate the related leased property so long as no event of default
has occurred under such Mortgage Loan; and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases not
included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form (but for insertion of the name and address of the assignee and
any related recording information which is not yet available to the Seller), and
constitutes a legal, valid, binding and, subject to the limitations and
exceptions set forth in representation 13 below, enforceable assignment of such
Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non-Trust Loan
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with respect to any Mortgage Loan that is part of a Loan Combination, no person
other than the related Mortgagor owns any interest in any payments due under the
related leases on which the Mortgagor is the landlord, covered by the related
Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of
each Mortgage Loan, except by a written instrument which has been delivered to
the Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) March 5, 2007 and (b) the closing
date of such Mortgage Loan, the Seller has not executed any written instrument
that (i) impaired, satisfied, canceled, subordinated or rescinded such Mortgage
Loan, (ii) waived, modified or altered any material term of such Mortgage Loan,
(iii) released the Mortgaged Property or any material portion thereof from the
lien of the related Mortgage, or (iv) released the related Mortgagor from its
obligations under such Mortgage Loan in whole or material part. For avoidance of
doubt, the preceding sentence does not relate to any release of escrows by the
Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each
Mortgage Loan, except as set forth in an engineering report prepared by an
independent engineering consultant in connection with the origination of such
Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in
good repair and free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan (except in any such case
where an escrow of funds, letter of credit or insurance coverage exists
sufficient to effect the necessary repairs and maintenance). As of the date of
origination of the Mortgage Loan, there was no proceeding pending for the
condemnation of all or any material part of the related Mortgaged Property. As
of the Closing Date, the Seller has not received notice and has no knowledge of
any proceeding pending for the condemnation of all or any material portion of
the Mortgaged Property securing any Mortgage Loan. As of the date of origination
of each Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a)
none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage
Loan is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal
I-3
amount of such Mortgage Loan after all advances of principal, insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the Permitted Encumbrances, except that in the case of a
Mortgage Loan as to which the related Mortgaged Property is made up of more than
one parcel of property, each of which is secured by a separate Mortgage, such
Mortgage (and therefore the related Title Policy) may be in an amount less than
the original principal amount of the Mortgage Loan, but is not less than the
allocated amount of subject parcel constituting a portion of the related
Mortgaged Property. Such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been
fully disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or reserve
accounts documented as part of the Mortgage Loan documents and the rights to
which are transferred to the Trustee, pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with respect to the
related Mortgaged Property), and there is no obligation for future advances with
respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental
I-4
investigation conducted in connection with the origination of the related
Mortgage Loan related to asbestos-containing materials and lead-based paint),
(a) an environmental site assessment meeting ASTM standards and covering all
environmental hazards typically assessed for similar properties including use,
type and tenants of the related Mortgaged Property, a transaction screen meeting
ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan
I-5
require the related Mortgagor to comply in all material respects with all
applicable federal, state and local environmental laws and regulations. Each of
the Mortgage Loans identified on Annex C hereto is covered by a secured creditor
environmental insurance policy and each such policy is noncancellable during its
term, is in the amount at least equal to 125% of the principal balance of the
Mortgage Loan, has a term ending no sooner than the date which is five years
after the maturity date of the Mortgage Loan to which it relates and either does
not provide for a deductible or the deductible amount is held in escrow and all
premiums have been paid in full. Each Mortgagor represents and warrants in the
related Mortgage Loan documents that except as set forth in certain
environmental reports and to its knowledge it has not used, caused or permitted
to exist and will not use, cause or permit to exist on the related Mortgaged
Property any hazardous materials in any manner which violates federal, state or
local laws, ordinances, regulations, orders, directives or policies governing
the use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the
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equivalent) policy, in an amount at least equal to the lesser of the outstanding
principal balance of such Mortgage Loan and 100% of the full insurable
replacement cost of the improvements located on the related Mortgaged Property,
and if applicable, the related hazard insurance policy contains appropriate
endorsements to avoid the application of co-insurance and does not permit
reduction in insurance proceeds for depreciation. Each Mortgaged Property is
also covered by comprehensive general liability insurance in amounts customarily
required by prudent commercial mortgage lenders for properties of similar types.
Each Mortgaged Property securing a Mortgage Loan is the subject of a business
interruption or rent loss insurance policy providing coverage for at least
twelve (12) months (or a specified dollar amount which is reasonably estimated
to cover no less than twelve (12) months of rental income), unless such
Mortgaged Property constitutes a manufactured housing community. If any portion
of the improvements on a Mortgaged Property securing any Mortgage Loan was, at
the time of the origination of such Mortgage Loan, in an area identified in the
Federal Register by the Flood Emergency Management Agency as a special flood
hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the full
insurable value of the related Mortgaged Property or (2) the maximum amount of
insurance available. Each Mortgaged Property located in California or in seismic
zones 3 and 4 is covered by seismic insurance to the extent such Mortgaged
Property has a probable maximum loss of greater than twenty percent (20%) of the
replacement value of the related improvements, calculated using methodology
acceptable to a reasonably prudent commercial mortgage lender with respect to
similar properties in the same area or earthquake zone. Each Mortgaged Property
located within Florida or within 25 miles of the coast of North Carolina, South
Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas is insured by
windstorm insurance in an amount at least equal to the lesser of (i) the
outstanding principal balance of the related Mortgage Loan and (ii) 100% of the
insurable replacement cost of the improvements located on such Mortgaged
Property (less physical depreciation). All such hazard and flood insurance
policies contain a standard mortgagee clause for the benefit of the holder of
the related Mortgage, its successors and assigns, as mortgagee, and are not
terminable (nor may the amount of coverage provided thereunder be reduced)
without at least 10 days' prior written notice to the mortgagee; and no such
notice has been received, including any notice of nonpayment of premiums, that
has not been cured. Additionally, for any Mortgage Loan having a Cut-off Date
Balance equal to or greater than $20,000,000, the insurer for all of the
required coverages set forth herein has a claims paying ability or financial
strength rating from S&P or ▇▇▇▇▇'▇ of not less than A-minus (or the
equivalent), or from A.M. Best Company of not less than "A-minus: V" (or the
equivalent) and, if rated by Fitch, of not less than "A-" from Fitch (or the
equivalent). With respect to each Mortgage Loan, the related Mortgage Loan
documents require that the related Mortgagor or a tenant of such Mortgagor
maintain insurance as described above or permit the related mortgagee to require
insurance as described above. Except under circumstances that would be
reasonably acceptable to a prudent commercial mortgage lender or that would not
otherwise materially and adversely affect the security intended to be provided
by the related Mortgage, the Mortgage Loan documents for each Mortgage Loan
provide that proceeds paid under any such casualty insurance policy will (or, at
the lender's option, will) be applied either to the repair or restoration of all
or part of the related Mortgaged Property or to the payment of amounts due under
such Mortgage Loan; provided that the related Mortgage Loan documents may
entitle the related Mortgagor to any portion of such proceeds remaining after
the repair or restoration of the related
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Mortgaged Property or payment of amounts due under the Mortgage Loan; and
provided, further, that, if the related Mortgagor holds a leasehold interest in
the related Mortgaged Property, the application of such proceeds will be subject
to the terms of the related Ground Lease (as defined in representation 18
below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes
or assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease permits the interest of the lessee
thereunder to be
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encumbered by the related Mortgage; and there has been no material change
in the terms of such Ground Lease since its recordation, with the
exception of material changes reflected in written instruments which are a
part of the related Mortgage File; and if required by such Ground Lease,
the lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not subject
to any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground
Lease has not been terminated and all amounts owed thereunder have been
paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under such Mortgage
Loan; and such Ground Lease further provides that no notice of termination
given under such Ground Lease is effective against the mortgagee under
such Mortgage Loan unless a copy has been delivered to such mortgagee in
the manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has an original term which does not end prior
to the 5th anniversary of the Stated Maturity Date of such Mortgage Loan
and has extension options that are exercisable by the lender upon its
taking possession of the Mortgagor's leasehold interest and that, if
exercised, would cause the term of such Ground Lease to extend not less
than twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
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(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any related
casualty insurance proceeds (other than de minimis amounts for minor
casualties) with respect to the leasehold interest will be applied either
(i) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it having the right
to hold and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to the
payment of the outstanding principal balance of the Mortgage Loan together
with any accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender in the lending area where the related Mortgaged
Property is located at the time of the origination of such Mortgage Loan;
and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury
Regulations Section 1.860G-2(a) (but without regard to the rule in Treasury
Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage under certain circumstances). Each
Mortgage Loan is directly secured by an interest in real property (within the
meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either
(1) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage
Loan at the time the Mortgage Loan was (a) originated or modified (within the
meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to
the Trust Fund, or (2) substantially all of the proceeds of such Mortgage Loan
were used to acquire, improve or protect an interest in real property and such
interest in real property was the only security for the Mortgage Loan at the
time such Mortgage Loan was originated or modified. For purposes of the previous
sentence, the fair market value of the referenced interest in real property
shall first be reduced by (1) the amount of any lien on such interest in real
property that is senior to the Mortgage Loan, and (2) a proportionate amount of
any lien on such interest in real property that is in parity with the Mortgage
Loan. If the Mortgage Loan identified on the Mortgage Loan Schedule by property
name Mesirow Financial Building is amended within 90 days of the Startup Day of
REMIC I to change its Anticipated Repayment Date to its Stated Maturity Date as
permitted in Section 3.20(e) of the Pooling and Servicing Agreement, that
Mortgage Loan, as modified, will be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code.
20. Advancement of Funds. In the case of each Mortgage Loan,
neither the Seller nor, to the Seller's knowledge, any prior holder of such
Mortgage Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property (other than (a) amounts paid by the tenant as
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specifically provided under a related lease or by the property manager or (b)
application and commitment fees, escrow funds, points and reimbursements for
fees and expenses incurred in connection with the origination and funding of the
Mortgage Loan), for the payment of any amount required by such Mortgage Loan,
except for interest accruing from the date of origination of such Mortgage Loan
or the date of disbursement of the Mortgage Loan proceeds, whichever is later,
to the date which preceded by 30 days the first due date under the related
Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent
Interest. No Mortgage Loan contains any equity participation by the mortgagee
thereunder, is convertible by its terms into an equity ownership interest in the
related Mortgaged Property or the related Mortgagor, provides for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property, or provides for the negative amortization of
interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that, during the period commencing on or about the related Anticipated Repayment
Date and continuing until such Mortgage Loan is paid in full, (a) additional
interest shall accrue and may be compounded monthly and shall be payable only
after the outstanding principal of such Mortgage Loan is paid in full, and (b) a
portion of the cash flow generated by such Mortgaged Property will be applied
each month to pay down the principal balance thereof in addition to the
principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and
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materialmen's liens that are prior or equal to the lien of the related Mortgage
and that are not bonded or escrowed for or covered by title insurance, and (ii)
no rights are outstanding that under law could give rise to any such lien that
would be prior or equal to the lien of the related Mortgage and that is not
bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt
from, all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the
date of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for
any defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the
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Closing Date and (ii) only with substitute collateral constituting "government
securities" within the meaning of Section 2(a)(16) of the Investment Company
Act. To the Seller's knowledge, the provisions of each such Mortgage Loan, if
any, permitting defeasance are only for the purpose of facilitating the
disposition of a Mortgaged Property and are not part of an arrangement to
collateralize a REMIC offering with obligations that are not real estate
mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, there exists
no material default, breach, violation or event of acceleration under the
Mortgage Note or Mortgage for any Mortgage Loan (other than payments due but not
yet 30 days or more delinquent); provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-off Date Balance of $5,000,000 or more, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the
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Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments
of principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related
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information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing or recording of UCC Financing Statements
are required in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan
provides for interest only payments prior to its Stated Maturity Date or, in the
case of an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan
begins to amortize prior to its Stated Maturity Date or, in the case of an ARD
Loan, prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain
provisions providing for recourse against the related Mortgagor, a principal of
such Mortgagor or an entity controlled by a principal of such Mortgagor, for
damages, liabilities, expenses or claims sustained in connection with the
Mortgagor's fraud, material (or, alternatively, intentional) misrepresentation,
waste or misappropriation of any tenant security deposits (in some cases, only
after foreclosure or an action in respect thereof), rent (in some cases, only
after an event of default), insurance proceeds or condemnation awards. The
related Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements
and environmental remediation reserves) relating to any Mortgage Loan that were
required to be
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delivered to the lender under the terms of the related Mortgage Loan documents,
have been received and, to the extent of any remaining balances of such escrow
deposits, are in the possession or under the control of Seller or its agents
(which shall include the applicable Master Servicer). All such escrow deposits
are being conveyed hereunder to the Purchaser. Any and all material requirements
under each Mortgage Loan as to completion of any improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the date hereof, have been complied with in
all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than 15 days from the applicable Due Date or five (5)
days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer under such policy
the "pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition
of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or
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indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan; the appraisal, or a letter from the appraiser,
states that such appraisal satisfies the requirements of the "Uniform Standards
of Professional Appraisal Practice" as adopted by the Appraisal Standards Board
of the Appraisal Foundation, all as in effect on the date the Mortgage Loan was
originated.
53. Origination of the Mortgage Loans. The Seller originated all
of the Mortgage Loans.
I-17
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
I-A-18
ML-CFC 2007-6 EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
OF THE COUNTRYWIDE MORTGAGE LOANS
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loans known as ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇-▇▇▇▇▇▇▇▇▇, identified on Annex A-1 by ID # 133 have an Indemnity Deed of
Trust structure. The related borrowers under such Mortgage Loans executed and
delivered the related notes to the lender and are obligated to make payments
thereunder. The related property owners for such Mortgage Loans have guaranteed
all amounts payable by the borrowers under the related notes, which guaranties
are secured by indemnity deeds of trust in favor of the lender. With respect to
the above referenced Mortgage Loans, certain of the representations regarding
the borrowers refer to the property owners of the related Mortgaged Property as
well.
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 10: MORTGAGE PROVISIONS.
--------------------------------------------------------------------------------
Various All of the exceptions made to
representation number 14 regarding
terrorism insurance are incorporated
herein by reference as if made herein.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 14: INSURANCE.
--------------------------------------------------------------------------------
Various With respect to VARIOUS COUNTRYWIDE
MORTGAGE LOANS, (i) for so long as the
Terrorism Risk Insurance Act of 2002
("TRIA") is in effect (including any
extensions), the lender is required to
accept terrorism insurance which
covers against "covered acts" as
defined by TRIA and (ii) the borrower
is required to maintain terrorism
insurance (a) to the extent such
coverage is available at commercially
reasonable rates, and/or (b) only that
amount which may be purchased up to a
specified premium amount. In addition,
in the event of a casualty where the
borrower does not rebuild, the
insurance policies generally provide
that the proceeds will be reduced for
depreciation.
--------------------------------------------------------------------------------
4 Blackpoint Puerto Rico The lender approved the borrower's
Retail Portfolio insurance carrier (Seguros Triple S)
so long as such carrier retains a
claims paying ability of at least
A-:VII by
--------------------------------------------------------------------------------
I-A-19
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
A.M. Best Company.
--------------------------------------------------------------------------------
15 Retreat at the Park The Mortgage Loan documents provide
Apartments that the borrower's insurance policies
must provide for an aggregate
deductible per loss for all policies
not in excess of $100,000.
--------------------------------------------------------------------------------
57 331 N Street The lender approved the tenant's
insurance coverage so long as the
tenant maintains a BBB credit rating
or its equivalent.
--------------------------------------------------------------------------------
63 Hampton Inn Daytona Beach The lender agreed to accept future
windstorm insurance coverage with a
deductible of 5% or more, provided the
lender receives a letter of credit for
the full amount of such deductible.
--------------------------------------------------------------------------------
70 Best Western ▇▇▇▇▇ Gardens The lender agreed to accept the
borrower's 90% coinsurance limit. In
addition, the borrower does not pay
its annual premium in full because it
has entered into a finance contract
with its insurance agent.
--------------------------------------------------------------------------------
74 Mesirow Financial Building The Mortgage Loan documents provide
that as long as the lease with the
single tenant exists, the borrower is
obligated to maintain coverage
required under the lease. The lease
does not require terrorism insurance.
However, terrorism insurance is
currently in place for the Mortgaged
Property.
--------------------------------------------------------------------------------
103 8th and Washington Retail The borrower's windstorm coverage is
limited to $1,000,000. Any amount of
losses sustained due to windstorm
damage in excess of this limit is
recourse to both the borrower and the
Mortgage Loan sponsor.
--------------------------------------------------------------------------------
133 ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The borrower is not required to
Lot-Baltimore maintain terrorism insurance coverage.
--------------------------------------------------------------------------------
143 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Terrorism insurance is not required
under the related Mortgage Loan
documents. The borrower, however, does
have terrorism insurance in place.
Windstorm insurance is not required by
the related Mortgage Loan documents
and has not been
--------------------------------------------------------------------------------
I-A-20
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
obtained.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 17: LOCAL LAW COMPLIANCE.
--------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Apartments The property is legal non-conforming
due to insufficient parking. The
borrower obtained law and ordinance
insurance coverage but such coverage
is limited to $50,000.
--------------------------------------------------------------------------------
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - The facade of one of the buildings at
Birmingham the Mortgaged Property encroaches
approximately a foot and a half into
the city's right of way and is thus
legal non-conforming. Title insurance
for the Mortgaged Property contains
affirmative coverage protecting
against the forced removal of the
building and the facade could be moved
without the building losing any
rentable space.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 18: MATERIAL LEASEHOLD ESTATE
--------------------------------------------------------------------------------
63 Hampton Inn Daytona Beach (viii) The ground lessor must approve
any designee of the lender if the
ground lessor is required to enter
into a new Ground Lease with a
designee of the lender upon
termination of the lease for any
reason. The ground lessor's approval
shall not be unreasonably withheld.
--------------------------------------------------------------------------------
97 GE Building (v) The Ground Lease is silent
regarding the effectiveness of the
lender not receiving notice of
termination of the Ground Lease.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 23: OTHER MORTGAGE LIENS.
--------------------------------------------------------------------------------
4 Blackpoint Puerto Rico The Mortgage Loan is part of a loan
Retail Portfolio combination and is
cross-collateralized with the related
B-Note loan that is outside the
Mortgage Pool. Under circumstances
described in the related co-lender
agreement, the related B-note loan may
convert to a pari passu A-Note.
--------------------------------------------------------------------------------
I-A-21
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 26: LICENSES AND PERMITS.
--------------------------------------------------------------------------------
26 Genesis Rubicon GSA The borrower does not have a final
Portfolio certificate of occupancy for one of
the Mortgaged Properties known as the
Poteau property.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 27: CROSS-COLLATERALIZATION.
--------------------------------------------------------------------------------
4 Blackpoint Puerto Rico The Mortgage Loan is part of a loan
Retail Portfolio combination and is
cross-collateralized with the related
B-Note loan that is outside the
Mortgage Pool. Under circumstances
described in the related co-lender
agreement, the related B-Note loan may
convert to a pari passu A-Note.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 28: RELEASES OF MORTGAGED PROPERTY.
--------------------------------------------------------------------------------
4 Blackpoint Puerto Rico Certain designated non-income
Retail Portfolio producing outparcels may be released
upon satisfaction of certain
conditions, including among other
things, payment of 75% of the greater
of (i) the land value, as evidenced by
an appraisal or (ii) the net sale
proceeds in connection with a sale of
the designated outparcel to an
unaffiliated third-party purchaser,
into the supplemental working capital
reserve.
--------------------------------------------------------------------------------
31 Bandera Festival Shopping The Mortgage Loan documents permit the
Center partial release of an undeveloped
portion of the property upon
satisfaction of certain conditions,
including among other things, the
release property is a separate tax
parcel, the release property is
conveyed to entity other than the
borrower, no tenant relocates to the
release property and the release
property is not income producing.
--------------------------------------------------------------------------------
60 Cardinal Glass Distribution The Mortgage Loan documents permit the
partial release of an unimproved
portion of the property upon
satisfaction of certain conditions,
including among other things, the
release property is conveyed to an
entity other than the borrower and is
non-income producing. Additionally,
the borrower must not have any
outstanding mezzanine
--------------------------------------------------------------------------------
I-A-22
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
debt at the time of such partial
release.
--------------------------------------------------------------------------------
90 Lennox International, Inc. The Mortgage Loan documents permit the
partial release of an unimproved
portion of the property upon
satisfaction of certain conditions,
including among other things, the
release property is conveyed to an
entity other than the borrower and is
non-income producing. Additionally,
the borrower must not have any
outstanding mezzanine debt at the time
of such partial release.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 31: FIXED RATE LOANS
--------------------------------------------------------------------------------
143 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ The Mortgage Loan has a fixed rate of
interest through the 10th year of the
related loan term and thereafter have
floating rates based on an index
specified in the related note. The
Mortgage Loan documents provide that
the floating interest rate must be at
least as high as the original fixed
interest rate.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 34: DUE-ON SALE.
--------------------------------------------------------------------------------
All Countrywide Mortgage The Countrywide Mortgage Loan
Loans documents permit, without consent of
the lender, the transfer (i) of more
than 49% of the total direct or
indirect equity interest in the
borrower or any indirect or direct
equity interest that results in a
change of control of the borrower, or
(ii) of all or substantially all of
the Mortgaged Property, in each case,
to another party (the "Transferee
Borrower"), provided that prior to
such sale or transfer certain of the
following conditions are met: (a) the
payment of a transfer fee (in most
cases) by the borrower, (b) reasonable
approval by the lender of the
identity, experience, financial
condition, creditworthiness, single
purpose nature and bankruptcy
remoteness of the Transferee Borrower
and the replacement guarantors and
indemnitors, (c) the delivery of
acceptable documentation as
--------------------------------------------------------------------------------
I-A-23
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
may be reasonably required by the
lender from the borrower, the
Transferee Borrower, guarantor and the
replacement guarantors and indemnitors
(including, without limitation,
assumption documents), (d) delivery of
the opinion letters relating to such
transfer (including, without
limitation, tax, bankruptcy and REMIC
opinions) in form and substance
reasonably satisfactory to the lender
in the lender's reasonable discretion,
(e) delivery of title endorsement
acceptable to the lender and (f)
payment from the borrower of all
reasonable expenses incurred by the
lender in connection with such
transfer, including, without
limitation, the lender's reasonable
attorneys fees and expenses, all
recording fees, and all fees payable
to the Title Company for the delivery
to lender of title endorsements. With
respect to certain of the Countrywide
Mortgage Loans, the Mortgage Loan
documents permit, without consent,
transfers (w) that result in no change
in the managerial control of the
borrower, (x) among existing
principals, even if there is a change
in control, (y) that accommodate a
1031 exchange or reverse 1031 or (z)
with respect to Mortgage Loans to
tenant-in-common borrowers, transfers
among and to additional
tenant-in-common borrowers.
In addition the Countrywide Mortgage
Loan documents generally provide that
in determining whether the transfer of
equity interests in the borrower is a
permitted transfer not requiring the
lender's prior consent, such
determination is made by looking to
transfers of "direct or indirect",
"legal or beneficial equity interests"
(rather than solely a direct equity
transfer in the borrower resulting in
a change of control under this
Representation) and limits such
transfers to an aggregate 49% interest
that does not result in a change of
control of the borrower. Also, the
Countrywide Mortgage Loan documents
permit transfers of non-material
leases or material leases that are
approved by lender. With respect to
any borrower that is not a single
purpose entity, such borrower and/or
its direct or indirect owners may
--------------------------------------------------------------------------------
I-A-24
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
not be prohibited from incurring other
debt.
--------------------------------------------------------------------------------
6 ▇▇▇▇▇▇▇ Industrial The Mortgage Loan documents permit,
Portfolio without lender consent, transfers of
direct or indirect equity interests in
the borrower to or among any member of
the ▇▇▇▇▇▇▇ Control Group, such group
consisting of ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, or any entity controlled by
such individuals provided no such
transfer results in a change in
control of the borrower unless control
is vested in a member of the ▇▇▇▇▇▇▇
Control Group.
--------------------------------------------------------------------------------
41 JAMA Riverwalk Center The Mortgage Loan documents permit
transfers of 75% or less of the
ownership interests in the borrower to
Jamestown Area Medical Associates or
to physicians that are tenants at the
Mortgaged Property provided that such
transfers do not include managing
members and do not result in a change
in (1) control of the borrower or (2)
the day-to-day decision making and
operation of the borrower or the
Mortgaged Property.
--------------------------------------------------------------------------------
74 Mesirow Financial Building Any transfer or sale of the tenant's
stock is a permitted transfer. The
tenant is a 100% indirect equity owner
of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
For a list of Mortgage Loans with existing related mezzanine debt, see attached
Schedule A.
--------------------------------------------------------------------------------
For a list of Mortgage Loans that permit mezzanine debt in the future, see
attached Schedule B.
--------------------------------------------------------------------------------
The following Mortgage Loans documents permit secured subordinate debt:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The following Mortgage Loan documents permit unsecured subordinate debt:
--------------------------------------------------------------------------------
28 Bayview Shoppes The borrower is permitted to incur
unsecured subordinate debt from its
affiliates.
--------------------------------------------------------------------------------
I-A-25
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 35: SINGLE PURPOSE ENTITY.
--------------------------------------------------------------------------------
77 Bermuda Ranch Storage One of the tenant-in-common borrowers
is not a single purpose entity.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 39: SECURITY INTERESTS.
--------------------------------------------------------------------------------
143 150 Texas Avenue UCC financing statements have been
filed and recorded only in the local
jurisdiction where the related
Mortgaged Property is located.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 43: RECOURSE.
--------------------------------------------------------------------------------
77 Bermuda Ranch Storage Each tenant-in-common co-borrower and
related guarantor has several
liability for its guaranteed
obligations.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 45: FEE SIMPLE INTEREST.
--------------------------------------------------------------------------------
Various Certain Countrywide Loans With respect to any Mortgage Loan in
which the interest encumbered under
the Mortgage is the overlapping fee
and leasehold interest in the entire
Mortgaged Property (and as such,
treated as a fee interest in the
Mortgaged Property), such Mortgage
Loan is not the subject of
representation 18 and such Mortgage
Loan is not being listed here as an
exception to this representation 45.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 47: OPERATING STATEMENTS.
--------------------------------------------------------------------------------
70 Best Western ▇▇▇▇▇ Gardens The borrower is permitted to provide
semi-annual operating statements.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 53: ORIGINATION OF THE MORTGAGE LOANS.
--------------------------------------------------------------------------------
143 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ The Mortgage Loan was originated by
Impac Commercial Capital Corporation
and purchased by
--------------------------------------------------------------------------------
I-A-26
--------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------
Countrywide prior to securitization.
--------------------------------------------------------------------------------
I-A-27
Schedule A
List of Mortgage Loans with related existing Mezzanine Debt
--------------------------------------------------------------------------------
ORIGINAL INTERCREDITOR
ANNEX A-1 MEZZANINE AGREEMENT
ID # MORTGAGED PROPERTY NAME DEBT BALANCE (YES OR NO)
--------------------------------------------------------------------------------
16 Crossings at Canton $ 4,850,000 Yes
--------------------------------------------------------------------------------
26 Genesis Rubicon GSA Portfolio $ 5,018,500 Yes
--------------------------------------------------------------------------------
31 Bandera Festival Shopping Center $ 562,500 Yes
--------------------------------------------------------------------------------
52 Bear Creek Apts - Phase I $ 624,000 Yes
--------------------------------------------------------------------------------
65 ▇▇▇▇▇▇▇ Manor Apartments $ 465,000 Yes
--------------------------------------------------------------------------------
88 Bellevue Land Apartments $ 375,000 Yes
--------------------------------------------------------------------------------
I-A-28
Schedule B
List of Mortgage Loans that permit future Mezzanine Debt
--------------------------------------------------------------------------------
INTERCREDITOR
ANNEX A-1 MAXIMUM MINIMUM AGREEMENT
ID # MORTGAGED PROPERTY LTV RATIO DSCR (YES OR NO)
--------------------------------------------------------------------------------
4 Blackpoint Puerto Rico NA 1.05x(1) Yes
Retail Portfolio
--------------------------------------------------------------------------------
6 ▇▇▇▇▇▇▇ Industrial Portfolio 85% 1.07x Yes
--------------------------------------------------------------------------------
15 Retreat at the Park 80% 1.20x Yes
Apartments
--------------------------------------------------------------------------------
52 Bear Creek Apts - 90% 1.07x Yes
Phase I(2)
--------------------------------------------------------------------------------
60 Cardinal Glass Distribution 80%(3) 1.15x(3) Yes
--------------------------------------------------------------------------------
70 Best Western ▇▇▇▇▇ Gardens 85% 1.20x Yes
--------------------------------------------------------------------------------
90 Lennox International, Inc(4) 80%(3) 1.15x(3) Yes
--------------------------------------------------------------------------------
97 GE Building 80%(3) 1.15x(3) Yes
--------------------------------------------------------------------------------
103 8th and Washington Retail 70% 1.40x Yes
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
_____________________________
(1) At least 1.10x before mezzanine debt.
(2) Future mezzanine debt is only permitted upon an assumption of the Mortgage
Loan by a new borrower.
(3) With respect to each Mortgage Loan, the related Mortgaged Property must,
prior to incurring the related mezzanine debt, have a LTV ratio of not more than
90% and a DSCR of at least 1.07x.
(4) The tenant must have exercised its expansion option (pursuant to its lease)
in order for the borrower to incur future mezzanine debt.
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS
CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE
WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
NONE.
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
NONE.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE
-------------------------------------------------------------------------------------------------------------------------------
4 1 Blackpoint Puerto Rico Retail Loan CRF Retail
4.01 1 Bayamon Oeste Property CRF Retail
4.02 1 Dorado Del Mar Property CRF Retail
4.03 1 Guaynabo - Los Jardines Property CRF Retail
4.04 1 San ▇▇▇▇▇▇▇ Property CRF Retail
4.05 1 Toa Baja - Los Dominicos Property CRF Retail
4.06 1 Caguas Community Property CRF Retail
6 1 ▇▇▇▇▇▇▇ Industrial Portfolio Loan CRF Industrial
6.01 1 Andre Property CRF Industrial
6.02 1 Foxfire Property CRF Industrial
6.03 1 Keystone Property CRF Industrial
6.04 1 American Property CRF Industrial
6.05 1 Mespa Property CRF Industrial
6.06 1 Chase Property CRF Industrial
6.07 1 ▇▇▇▇▇▇ Property CRF Industrial
6.08 1 Juliad Property CRF Industrial
6.09 1 Enterprise Property CRF Industrial
6.1 1 Piedmont Property CRF Industrial
9 1 Doubletree Nashville Loan CRF Hospitality
12 1 River Front Center Loan CRF Retail
13 1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Loan CRF Office
14 1 Lakeside Market Loan CRF Retail
15 2 Retreat at the Park Apartments Loan CRF Multifamily
16 2 Crossings at Canton Loan CRF Multifamily
19 2 Emerald Place Loan CRF Multifamily
21 1 HEB Marketplace Loan CRF Retail
26 1 Genesis Rubicon GSA Portfolio Loan CRF Office
26.01 1 ▇▇▇▇▇ Springs Property CRF Office
26.02 1 McAlester Property CRF Office
26.03 1 Hot Springs Property CRF Office
26.04 1 St. Louis Property CRF Office
26.05 1 ▇▇▇▇▇ Property CRF Office
26.06 1 ▇▇▇▇▇▇▇▇ Property CRF Office
26.07 1 ▇▇▇▇▇▇ Property CRF Office
26.08 1 Poteau Property CRF Office
26.09 1 Fayetteville Property CRF Office
26.1 1 Knoxville Property CRF Office
26.11 1 Chattanooga Property CRF Office
26.12 1 ▇▇▇▇▇▇▇▇ Property CRF Office
28 1 Bayview Shops Loan CRF Retail
29 1 Towne Plaza Development Loan CRF Mixed Use
31 1 Bandera Festival Shopping Center Loan CRF Retail
41 1 JAMA Riverwalk Center Loan CRF Office
45 1 Blackbob Marketplace Loan CRF Retail
47 1 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Loan CRF Office
48 1 Fairfield Inn - La Guardia Loan CRF Hospitality
49 1 ReMax - Oak Park Loan CRF Retail
50 1 Residence Inn Loveland Loan CRF Hospitality
52 2 Bear Creek Apts - Phase I Loan CRF Multifamily
54 2 Woodstone Apartments Loan CRF Multifamily
57 1 331 N St. NE Loan CRF Industrial
58 1 Hampton Inn - Oneonta Loan CRF Hospitality
60 1 Cardinal Glass Distribution Loan CRF Industrial
61 1 Hampton Inn - San Marcos Loan CRF Hospitality
63 1 Hampton Inn - Daytona Beach Loan CRF Hospitality
65 2 ▇▇▇▇▇▇▇ Manor Apartments Loan CRF Multifamily
70 1 Best Western ▇▇▇▇▇ Gardens Loan CRF Hospitality
72 1 Encino Self Storage Loan CRF Self Storage
74 1 Mesirow Financial Building Loan CRF Office
1 La Quinta Inn McAllen & Country Inn Suites -McAllen Crossed CRF Hospitality
75 1 La Quinta Inn McAllen Loan CRF Hospitality
76 1 Country Inn Suites -McAllen Loan CRF Hospitality
77 1 Bermuda Ranch Storage Loan CRF Self Storage
78 1 Town Center Oaks Shopping Center Loan CRF Retail
81 1 Starview Mobile Home Park Loan CRF Manufactured Housing
88 2 Bellevue Land Apartments Loan CRF Multifamily
90 1 Lennox International, Inc Loan CRF Industrial
97 1 GE Building Loan CRF Industrial
98 1 Breckenridge VIII Loan CRF Industrial
99 1 Able-Calvine Self Storage Loan CRF Self Storage
100 1 ▇▇▇▇▇▇ Crossing Loan CRF Retail
101 1 Pioneer Center Loan CRF Mixed Use
103 1 8th and Washington Retail Loan CRF Retail
104 1 Comfort Suites Tech Center South Loan CRF Hospitality
105 1 800 Cypress Creek Loan CRF Office
107 1 Bomatic Building Loan CRF Industrial
108 1 Shoppes at Flight Deck Loan CRF Retail
109 1 Office Depot Plaza Loan CRF Retail
112 1 Statewide Self Storage Loan CRF Self Storage
116 1 Regent Acres Mobile Home Park Loan CRF Manufactured Housing
117 1 Cannery Shopping Center Loan CRF Retail
119 1 Cedar Village Retail Loan CRF Retail
121 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. Storage Loan CRF Self Storage
122 1 Laurel Highlands Loan CRF Manufactured Housing
123 2 Terrace Villa Apts Loan CRF Multifamily
124 1 AA Self Storage Loan CRF Self Storage
126 1 Phoenix Medical Pavilions Loan CRF Office
127 2 Vesper Ave Apartments Loan CRF Multifamily
128 1 Airport Warehouse & Distribution Loan CRF Industrial
129 1 Rancho Simi Plaza Loan CRF Retail
130 1 Shops on Spring Cypress Loan CRF Retail
131 1 290/▇▇▇▇▇ Road Loan CRF Retail
132 1 Sierra View MHC Loan CRF Manufactured Housing
133 1 601 W. Street Parking Lot - Baltimore Loan CRF Land
134 1 Shoppes of Paris Loan CRF Retail
135 1 519 11th Street - DC Office Loan CRF Mixed Use
136 1 Ameri-Guard Storage Center Loan CRF Self Storage
137 1 ▇▇▇▇▇▇▇ Shopping Center Loan CRF Retail
138 1 Acadia Shopping Center - Thibodaux Loan CRF Retail
139 2 Long Leaf MHP Loan CRF Manufactured Housing
140 1 A Better Storage Solution Loan CRF Self Storage
141 1 PNC Bank - Ground Lease Loan CRF Land
142 ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ Loan CRF ▇▇▇▇▇▇
▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Loan CRF Industrial
144 1 Autozone - Connellsville, PA Loan ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ # ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ZIP CODE
--------------------------------------------------------------------------------------------------------------------------
4 Various Various N/A PR Various
4.01 P.R. ▇▇. ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇ ▇▇▇
4.02 P.R. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇ ▇▇ 646
4.03 State Road No. 20, Km. 3.5 Guaynabo N/A PR 969
4.04 P.R. ▇▇. ▇▇▇, ▇▇. ▇.▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇ ▇▇▇
4.05 Los ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇/▇ ▇▇ ▇▇▇
4.06 Gautier ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇ ▇▇ ▇▇▇
6 Various Various Various Various Various
6.01 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Condo ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.02 15025-15027, 15041-15061 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.03 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.04 15311-15381 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.05 14920-14970 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.06 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.07 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.08 115 & ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.09 14850-14858 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6.1 14883-14887 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
12 ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
13 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
14 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
15 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
16 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
19 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
21 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26 Various Various Various Various Various
26.01 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.02 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.03 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.04 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.05 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.06 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.07 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.08 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.09 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.1 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
26.11 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26.12 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
28 ▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇
29 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
31 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
41 ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
45 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
47 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
48 ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
49 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
50 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
52 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
54 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
57 ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
58 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
60 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
61 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
63 1715 West International ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
65 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
70 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
72 18019 and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
74 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
75 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
76 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
77 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
78 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
81 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
88 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
90 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
97 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
98 ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
99 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
100 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
101 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
103 ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and 224 & ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇
104 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
105 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
107 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
108 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
112 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
116 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
117 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
119 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
121 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
122 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
123 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
124 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
126 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
127 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
129 ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
130 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
131 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
132 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
133 ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
134 3842-3850 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
135 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
136 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
137 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
138 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
139 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
140 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
141 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
142 2801 & ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ & 605 & ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
143 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
144 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER SUB SERVICIN
LOAN # BALANCE ($) BALANCE ($) SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE FEE RATE
----------------------------------------------------------------------------------------------------------------------------------
4 84,675,000 84,675,000 433,229.05 5,198,748.60 6.0390 0.010 0.010
4.01 27,340,666 27,340,666
4.02 16,654,961 16,654,961
4.03 15,033,681 15,033,681
4.04 12,085,901 12,085,901
4.05 8,548,564 8,548,564
4.06 5,011,227 5,011,227
6 63,600,000 63,600,000 310,044.70 3,720,536.40 5.7540 0.010 0.010
6.01 11,600,000 11,600,000
6.02 8,640,000 8,640,000
6.03 8,400,000 8,400,000
6.04 8,180,000 8,180,000
6.05 7,200,000 7,200,000
6.06 6,400,000 6,400,000
6.07 5,120,000 5,120,000
6.08 3,600,000 3,600,000
6.09 2,720,000 2,720,000
6.1 1,740,000 1,740,000
9 42,100,000 42,100,000 215,078.38 2,580,940.56 6.0300 0.010 0.010
12 37,000,000 37,000,000 218,987.22 2,627,846.64 5.8800 0.010 0.010
13 33,750,000 33,750,000 167,387.81 2,008,653.72 5.8540 0.010 0.010
14 33,425,000 33,425,000 198,983.66 2,387,803.92 5.9340 0.010 0.010
15 32,000,000 32,000,000 164,835.56 1,978,026.72 6.0800 0.010 0.0500
16 29,280,000 29,280,000 148,343.87 1,780,126.44 5.9800 0.010 0.010
19 22,800,000 22,800,000 105,082.67 1,260,992.04 5.4400 0.010 0.010
21 21,500,000 21,500,000 99,409.88 1,192,918.56 5.4575 0.010 0.010
26 18,000,000 18,000,000 89,060.00 1,068,720.00 5.8400 0.010 0.010
26.01 3,095,000 3,095,000
26.02 1,855,000 1,855,000
26.03 1,805,000 1,805,000
26.04 1,795,000 1,795,000
26.05 1,700,000 1,700,000
26.06 1,700,000 1,700,000
26.07 1,505,000 1,505,000
26.08 1,200,000 1,200,000
26.09 925,000 925,000
26.1 875,000 875,000
26.11 820,000 820,000
26.12 725,000 725,000
28 17,000,000 17,000,000 93,979.95 1,127,759.40 5.2600 0.010 0.010
29 16,500,000 16,500,000 95,870.66 1,150,447.92 5.7100 0.010 0.010
31 15,800,000 15,800,000 89,761.28 1,077,135.36 5.9690 0.010 0.010
41 11,985,771 12,000,000 80,052.78 960,633.36 6.3700 0.010 0.010
45 10,816,000 10,816,000 64,222.87 770,674.44 5.9100 0.010 0.010
47 10,490,403 10,500,000 60,410.78 724,929.36 5.6200 0.010 0.010
48 10,477,346 10,500,000 63,087.88 757,054.56 6.0200 0.010 0.010
49 10,152,000 10,152,000 46,591.62 559,099.44 5.4170 0.010 0.010
50 10,000,000 10,000,000 58,211.26 698,535.12 5.7270 0.010 0.010
52 9,600,000 9,600,000 55,475.34 665,704.08 5.6600 0.010 0.010
54 9,400,000 9,400,000 54,082.03 648,984.36 5.6200 0.010 0.010
57 8,875,180 8,880,000 50,394.53 604,734.36 5.9600 0.010 0.010
58 8,780,921 8,800,000 52,703.88 632,446.56 5.9900 0.010 0.010
60 8,385,000 8,385,000 41,131.92 493,583.04 5.7900 0.010 0.010
61 8,225,316 8,250,000 54,015.47 648,185.64 6.1700 0.010 0.010
63 7,973,162 8,000,000 44,972.41 539,668.92 5.4100 0.010 0.010
65 7,910,000 7,910,000 47,170.47 566,045.64 5.9500 0.010 0.010
70 7,477,346 7,500,000 48,782.10 585,385.20 6.1000 0.010 0.010
72 7,000,000 7,000,000 41,820.14 501,841.68 5.9670 0.010 0.010
74 6,991,081 7,000,000 36,653.25 439,839.00 5.6150 0.010 0.010
6,982,907 7,000,000 52,717.62 632,611.44 5.9100 0.010 0.010
75 3,840,599 3,850,000 28,994.69 347,936.28 5.9100 0.010 0.010
76 3,142,308 3,150,000 23,722.93 284,675.16 5.9100 0.010 0.010
77 6,680,000 6,680,000 33,752.93 405,035.16 5.9640 0.010 0.010
78 6,584,998 6,600,000 38,306.43 459,677.16 5.7000 0.010 0.010
81 5,994,433 6,000,000 34,293.55 411,522.60 5.5600 0.010 0.010
88 5,350,000 5,350,000 31,904.17 382,850.04 5.9500 0.010 0.010
90 5,000,000 5,000,000 29,337.65 352,051.80 5.8000 0.010 0.010
97 4,580,000 4,580,000 21,768.36 261,220.32 5.6100 0.010 0.010
98 4,529,000 4,529,000 27,533.33 330,399.96 6.1300 0.010 0.010
99 4,520,000 4,520,000 26,225.51 314,706.12 5.6970 0.010 0.010
100 4,200,000 4,200,000 24,323.61 291,883.32 5.6800 0.010 0.010
101 4,096,575 4,100,000 24,502.55 294,030.60 5.9700 0.010 0.010
103 4,000,000 4,000,000 23,342.91 280,114.92 5.7500 0.010 0.010
104 4,000,000 4,000,000 23,284.50 279,414.00 5.7270 0.010 0.010
105 4,000,000 4,000,000 22,963.16 275,557.92 5.6000 0.010 0.010
107 3,992,043 4,000,000 28,726.51 344,718.12 6.0300 0.010 0.010
108 3,991,519 4,000,000 24,309.60 291,715.20 6.1270 0.010 0.010
109 3,991,398 4,000,000 24,084.98 289,019.76 6.0400 0.010 0.010
112 3,791,234 3,800,000 21,838.97 262,067.64 5.6100 0.010 0.010
116 3,197,031 3,200,000 18,289.89 219,478.68 5.5600 0.010 0.010
117 3,189,878 3,200,000 20,150.75 241,809.00 5.7600 0.010 0.010
119 3,092,990 3,100,000 17,076.33 204,915.96 5.7100 0.010 0.010 0.0500
121 2,993,410 3,000,000 17,813.30 213,759.60 5.9100 0.010 0.010
122 2,960,000 2,960,000 18,129.08 217,548.96 6.2000 0.010 0.010
123 2,698,351 2,700,000 14,703.48 176,441.76 5.6150 0.010 0.010
124 2,697,673 2,700,000 15,928.41 191,140.92 5.8500 0.010 0.010 0.0500
126 2,348,133 2,350,000 14,332.08 171,984.96 6.1600 0.010 0.010
127 2,315,000 2,315,000 11,454.11 137,449.32 5.8400 0.010 0.010
128 2,198,118 2,200,000 13,020.86 156,250.32 5.8800 0.010 0.010 0.0500
129 1,900,000 1,900,000 11,354.84 136,258.08 5.9700 0.010 0.010
130 1,900,000 1,900,000 11,112.04 133,344.48 5.7700 0.010 0.010
131 1,835,000 1,835,000 11,060.81 132,729.72 6.0500 0.010 0.010 0.0500
132 1,748,488 1,750,000 10,312.80 123,753.60 5.8400 0.010 0.010
133 1,728,567 1,750,000 19,649.02 235,788.24 6.2500 0.010 0.010
134 1,715,000 1,715,000 10,326.44 123,917.28 6.0400 0.010 0.010
135 1,571,684 1,575,000 9,615.75 115,389.00 6.1700 0.010 0.010
136 1,493,245 1,500,000 10,755.12 129,061.44 6.0100 0.010 0.010
137 1,398,924 1,400,000 8,647.38 103,768.56 6.2800 0.010 0.010
138 1,347,097 1,350,000 8,128.68 97,544.16 6.0400 0.010 0.010 0.0500
139 1,299,022 1,300,000 8,097.56 97,170.72 6.3600 0.010 0.010
140 1,199,024 1,200,000 7,248.70 86,984.40 6.0700 0.010 0.010
141 1,060,000 1,060,000 6,457.82 77,493.84 6.1500 0.010 0.010
142 1,024,192 1,025,000 6,271.16 75,253.92 6.1900 0.010 0.010
143 795,033 800,000 5,511.78 66,141.36 7.3500 0.010 0.010
144 775,000 775,000 4,776.85 57,322.20 6.2600 0.010 0.010
NET MONTHLY
MORTGAGE PAYMENT MATURITY/ AMORT
LOAN # RATE % ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN
------------------------------------------------------------------------------------------------------------------------------
4 6.01810 Actual/360 60 8 58 2/8/2012 0 0 Fee
4.01 Fee
4.02 Fee
4.03 Fee
4.04 Fee
4.05 Fee
4.06 Fee
6 5.73310 Actual/360 120 8 119 3/8/2017 0 0 Fee
6.01 Fee
6.02 Fee
6.03 Fee
6.04 Fee
6.05 Fee
6.06 Fee
6.07 Fee
6.08 Fee
6.09 Fee
6.1 Fee
9 6.00910 Actual/360 60 8 58 2/8/2012 0 0 Fee
12 5.85910 Actual/360 120 8 119 3/8/2017 360 360 Fee
13 5.83310 Actual/360 60 8 58 2/8/2012 0 0 Fee
14 5.91310 Actual/360 120 8 119 3/8/2017 360 360 Fee
15 6.01910 Actual/360 120 8 118 2/8/2017 0 0 Fee
16 5.95910 Actual/360 60 8 59 3/8/2012 0 0 Fee
19 5.41910 Actual/360 120 8 119 3/8/2017 0 0 Fee
21 5.43660 Actual/360 120 8 118 2/8/2017 0 0 Fee
26 5.81910 Actual/360 60 8 59 3/8/2012 0 0 Various
26.01 Fee
26.02 Fee
26.03 Fee
26.04 Fee
26.05 Fee
26.06 Fee
26.07 Fee
26.08 Fee
26.09 Fee
26.1 Fee
26.11 Leasehold
26.12 Fee
28 5.23910 Actual/360 120 8 119 3/8/2017 360 360 Fee
29 5.68910 Actual/360 120 8 120 4/8/2017 360 360 Fee
31 5.94810 Actual/360 120 8 119 3/8/2017 420 420 Fee
41 6.34910 Actual/360 120 8 119 3/8/2017 300 299 Fee
45 5.88910 Actual/360 120 8 120 4/8/2017 360 360 Fee
47 5.59910 Actual/360 120 8 119 3/8/2017 360 359 Fee
48 5.99910 Actual/360 120 8 118 2/8/2017 360 358 Fee
49 5.39610 Actual/360 120 8 119 3/8/2017 0 0 Fee
50 5.70610 Actual/360 120 8 118 2/8/2017 360 360 Fee
52 5.63910 Actual/360 120 8 117 1/8/2017 360 360 Fee
54 5.59910 Actual/360 120 8 119 3/8/2017 360 360 Fee
57 5.93910 Actual/360 120 8 119 3/8/2017 420 419 Fee
58 5.96910 Actual/360 120 8 118 2/8/2017 360 358 Fee
60 5.76910 Actual/360 120 8 120 4/8/2017 0 0 Fee
61 6.14910 Actual/360 120 8 118 2/8/2017 300 298 Fee
63 5.38910 Actual/360 120 8 117 1/8/2017 360 357 Leasehold
65 5.92910 Actual/360 120 8 119 3/8/2017 360 360 Fee
70 6.07910 Actual/360 120 8 118 2/8/2017 300 298 Fee
72 5.94610 Actual/360 120 8 119 3/8/2017 360 360 Fee
74 5.59410 Actual/360 120 8 118 2/8/2017 480 478 Fee Yes
0.00000 Actual/360 120 8 119 3/8/2017 216 215 Fee
75 5.88910 Actual/360 120 8 119 3/8/2017 216 215 Fee
76 5.88910 Actual/360 120 8 119 3/8/2017 216 215 Fee
77 5.94310 Actual/360 120 8 119 3/8/2017 0 0 Fee
78 5.67910 Actual/360 120 8 118 2/8/2017 360 358 Fee
81 5.53910 Actual/360 120 8 119 3/8/2017 360 359 Fee
88 5.92910 Actual/360 120 8 119 3/8/2017 360 360 Fee
90 5.77910 Actual/360 120 8 119 3/8/2017 360 360 Fee
97 5.58910 Actual/360 120 8 118 2/8/2017 0 0 Leasehold
98 6.10910 Actual/360 120 8 118 2/8/2017 360 360 Fee
99 5.67610 Actual/360 120 8 118 2/8/2017 360 360 Fee
100 5.65910 Actual/360 120 8 118 2/8/2017 360 360 Fee
101 5.94910 Actual/360 120 8 119 3/8/2017 360 359 Fee
103 5.72910 Actual/360 120 8 119 3/8/2017 360 360 Fee
104 5.70610 Actual/360 120 8 119 3/8/2017 360 360 Fee
105 5.57910 Actual/360 120 8 119 3/8/2017 360 360 Fee
107 6.00910 Actual/360 120 8 119 3/8/2017 240 239 Fee
108 6.10610 Actual/360 120 8 118 2/8/2017 360 358 Fee
109 6.01910 Actual/360 120 8 118 2/8/2017 360 358 Fee
112 5.58910 Actual/360 120 8 118 2/8/2017 360 358 Fee
116 5.53910 Actual/360 120 8 119 3/8/2017 360 359 Fee
117 5.73910 Actual/360 120 8 118 2/8/2017 300 298 Fee
119 5.63910 Actual/360 120 8 117 1/8/2017 420 417 Fee
121 5.88910 Actual/360 120 8 118 2/8/2017 360 358 Fee
122 6.17910 Actual/360 60 8 56 12/8/2011 360 360 Fee
123 5.59410 Actual/360 120 8 119 3/8/2017 420 419 Fee
124 5.77910 Actual/360 120 8 119 3/8/2017 360 359 Fee
126 6.13910 Actual/360 120 8 119 3/8/2017 360 359 Fee and Leasehold
127 5.81910 Actual/360 120 8 118 2/8/2017 0 0 Fee
128 5.80910 Actual/360 120 8 119 3/8/2017 360 359 Fee
129 5.94910 Actual/360 120 8 119 3/8/2017 360 360 Fee
130 5.74910 Actual/360 120 8 118 2/8/2017 360 360 Fee
131 5.97910 Actual/360 120 8 118 2/8/2017 360 360 Fee
132 5.81910 Actual/360 120 8 119 3/8/2017 360 359 Fee
133 6.22910 Actual/360 60 8 58 2/8/2012 120 118 Fee
134 6.01910 Actual/360 120 8 118 2/8/2017 360 360 Fee
135 6.14910 Actual/360 120 8 118 2/8/2017 360 358 Fee
136 5.98910 Actual/360 120 8 118 2/8/2017 240 238 Fee
137 6.25910 Actual/360 120 8 119 3/8/2017 360 359 Fee
138 5.96910 Actual/360 120 8 118 2/8/2017 360 358 Fee
139 6.33910 Actual/360 120 8 119 3/8/2017 360 359 Fee
140 6.04910 Actual/360 120 8 119 3/8/2017 360 359 Fee
141 6.12910 Actual/360 120 8 118 2/8/2017 360 360 Fee
142 6.16910 Actual/360 120 8 119 3/8/2017 360 359 Fee
143 7.32910 Actual/360 180 1 171 7/1/2021 360 351 Fee Hybrid
144 6.23910 Actual/360 120 8 119 3/8/2017 360 360 Fee
ARD ENVIRONMENTAL CROSS CROSS
LOAN # STEP UP INSURANCE DEFAULTED COLLATERALIZED
------------------------------------------------------------------------------------------------------------------------
4 No
4.01 No
4.02 No
4.03 No
4.04 No
4.05 No
4.06 No
6 No
6.01 No
6.02 No
6.03 No
6.04 No
6.05 No
6.06 No
6.07 No
6.08 No
6.09 No
6.1 ▇▇
▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
15 ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
26.01 No
26.02 No
26.03 No
26.04 No
26.05 No
26.06 No
26.07 No
26.08 No
26.09 No
26.1 No
26.11 No
26.12 ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
45 No
47 No
48 ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ No
58 No
60 ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
72 No
74 Greater of (i) sum of 10-year Treasury plus 6.08% and (ii) 10.615% No
No Yes Yes
75 No Yes Yes
76 No Yes Yes
77 No
78 ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
▇▇ ▇▇
98 No
99 No
100 No
101 No
103 No
104 No
105 No
107 No
108 No
109 No
112 No
116 No
117 No
119 No
121 No
122 No
123 No
124 No
126 No
127 No
128 No
129 No
130 No
131 No
132 No
133 No
134 No
135 No
136 No
137 No
138 No
139 No
140 ▇▇
▇▇▇ ▇▇
▇▇▇ ▇▇
▇▇▇ ▇▇
▇▇▇ ▇▇
PARTIAL UPFRONT UPFRONT UPFRONT
DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX TI/LC
LOAN # ALLOWED CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------
4 Yes Hard 500,000 500,000
4.01
4.02
4.03
4.04
4.05
4.06
6 Yes 70,125
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
9 Yes Hard
12 Hard
13 Hard 312,500 250,000
14 Hard 500,000
15
16 Soft 3,000,000
19 500,000
21
26 Yes Hard 8,250
26.01
26.02
26.03
26.04
26.05
26.06
26.07
26.08
26.09
26.1
26.11
26.12
28 Soft at Closing, Springing Hard
29 2,000 600 200,000
31 Hard
41
45 Hard 27,306
47 None at Closing, Springing Hard
48 Hard
49 21,625 13,000 96,000
50 Hard
52
54 90,000
57 Hard
58 Hard
60 Hard
61
63 None at Closing, Springing Hard
65
70 None at Closing, Springing Hard 28,641
72
74 Hard
Yes Various
75 Yes
76 Yes Hard
77
78
81 4,125
88 166,125
90 Hard
97 Hard
98 Hard 6,250
99
100
101 3,750
103
104 Hard 345,000
105 None at Closing, Springing Hard
107 Hard
108 30,000
109 38,750
112
116
117
119
121
122 5,000
123
124
126 4,500 40,249 150,000
127
128
129
130
131
132
133
134
135
136
137 12,250
138
139
140
141 Hard
142
143
144 Hard
UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
RE TAX INS. OTHER CAPEX CAPEX TI/LC TI/LC RE TAX
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($) RESERVE ($)
------------------------------------------------------------------------------------------------------------------------------
4 56,235 30,912 2,870,041 10,684 56,235
4.01
4.02
4.03
4.04
4.05
4.06
6 168,781 20,554 4,101 147,640 16,404 590,559 36,023
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
9 56,986 36,935
12 142,412 9,764 2,045,496 28,482
13 58,450 9,296 32,944 58,450
14 51,323 6,217 3,725,616 2,018 51,323
15 21,144 210,000 3,000 11,933
16 200,000 51,631
19 3,574 36,055
21 150,000 125,000 49,337
26 30,500 14,000 1,278 10,105 363,762 21,187
26.01
26.02
26.03
26.04
26.05
26.06
26.07
26.08
26.09
26.1
26.11
26.12
28 266,585 1,275 66,647
29 39,630 875 600 200,000 13,210
31 63,128 5,247 177,584 2,404 8,012 288,423 31,564
41 143,675 2,060 1,665,000 1,293
45 8,275 3,621 921 1,624 8,275
47 658 2,468 300,000
48 17,738 9,690 11,257 2,217
49 1,250 370 13,000 2,612 96,000 14,425
50 4,071 10,453
52 10,606 1,604 2,000 48,000 9,442
54 32,660 15,408 6,250 6,532
57 55,000 413
58 38,773 19,807 2,000,000 7,503 362,000
60
61 21,753 9,027 10,877
63 47,383 15,794
65 53,819 21,000 4,963 3,500 128,537 5,382
70 40,951 19,378 14,320 13,650
72 7,279 1,620 500,000 413 14,873 3,639
74
25,000 7,892 8,187
75 12,500 4,301 4,136
76 12,500 3,591 4,052
77 8,788 2,108 890 21,360 2,929
78 78,244
81 24,585 2,412 996 8,195
88 41,370 23,625 4,002 3,000 110,174 4,137
90
97 418,837
98 20,948 44,381 350,000 1,588 6,983
99 30,017 1,327 668 24,038 4,723
100 11,337 609 111 555 5,669
101 4,420 4,140 491 1,513 4,420
103 31,979 6,279 10,660
104 17,098 2,805 6,052
105 30,496 4,643 375 9,000 2,083 50,000 6,099
107 486 361 12,989 1,935
108 11,990 8,541 366 21,974 855 80,000 3,997
109 44,911 12,278 625,000 1,128 2,633 14,970
112 6,595 5,021 729 25,000 3,298
116 10,718 3,559 896 3,573
117 25,436 4,239
119 6,003 1,030 149 743 25,000 1,201
121 14,782 342 566 3,696
122 10,589 2,190 2,647
123 17,444 13,298 750 2,907
124 6,084 5,977 489 2,028
126 3,100 3,034 310,000 418 3,100
127 4,130 5,103 4,130
128 14,353 3,860 1,868
129 1,400 1,309 160 9,600 533 31,955 1,400
130 4,431 3,177 52,500 103 711 25,590 2,215
131 1,096 669 250,000 98 390 25,000 548
132 6,690 2,221 1,115
133 11,407 714 1,426
134 15,525 1,505 120,000 200 7,200 667 24,000 5,175
135 5,076 595 150 280 2,538
136 9,256 5,403 746 17,914 1,851
137 270
138 7,061 780 10,400 41 206 2,354
139 1,238 833 217 619
140 7,126 1,670 616 1,781
141
142 3,272 2,862 262 654 818
143 16,053 639 1,605
144
MONTHLY MONTHLY
INS. OTHER ▇▇▇▇▇ ▇▇▇▇▇
LOAN # RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
---------------------------------------------------------
4 30,912 0 0
4.01
4.02
4.03
4.04
4.05
4.06
6 10,277 0 0
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.1
9 8,689 0 0
12 4,882 0 0
13 4,648 0 0
14 6,217 10 0
15 6,467 0 0
16 0 0
19 3,574 0 0
21 2,930 0 0
26 2,664 0 0
26.01
26.02
26.03
26.04
26.05
26.06
26.07
26.08
26.09
26.1
26.11
26.12
28 0 0
29 875 0 0
31 2,623 0 0
41 1,030 0 0
45 1,811 0 0
47 0 0
48 2,423 0 0
49 1,250 0 0
50 0 0
52 1,604 0 0
54 7,704 0 0
57 0 0
58 2,201 0 0
60 0 0
61 0 0
63 1,557 0 0
65 3,500 0 0
70 6,459 0 0
72 540 0 0
74 0 0
3,437 0 0
75 1,842 0 0
76 1,595 0 0
77 422 0 0
78 0 0
81 804 0 0
88 2,625 0 0
90 0 0
97 0 0
98 0 0
99 663 0 0
100 305 0 0
101 2,070 0 0
103 2,093 0 0
104 935 0 0
105 1,548 0 0
107 243 0 0
108 712 0 0
109 1,364 0 0
112 717 0 0
116 1,186 0 0
117 0 0
119 515 0 0
121 165 0 0
122 1,095 0 0
123 1,108 5 0
124 996 0 0
126 233 0 0
127 510 0 0
128 483 0 0
129 276 0 0
130 318 10 0
131 335 0 0
132 317 0 0
133 357 0 0
134 502 10 0
135 297 0 0
136 416 0 0
137 0 0
138 390 0 0
139 83 0 0
140 418 0 0
141 0 0
142 318 0 0
143 319 10 30
144 0 0