EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is
dated and effective as of November 1, 2007, between Bank of America, National
Association, as seller (the "Seller" or "Bank of America") and Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or "BACM").
The Seller desires to sell, assign, transfer and otherwise convey to
the Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Schedule I (the
"Mortgage Loan Schedule"): except that the Seller will retain the master
servicing rights (the "Servicing Rights") with regard to the Mortgage Loans in
its capacity as Master Servicer (as defined below) and shall enter into certain
Sub-Servicing Agreements with Sub-Servicers, all as contemplated in the Pooling
and Servicing Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of the
Mortgage Loans to a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement (as defined below). Beneficial ownership of the assets of
the Trust (such assets collectively, the "Trust Fund") will be evidenced by a
series of commercial mortgage pass-through certificates (the "Certificates").
Certain classes of the Certificates will be rated by Fitch, Inc. and/or Standard
& Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.
(together, the "Rating Agencies"). Certain classes of the Certificates (the
"Offered Certificates") will be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Trust will be created and the Certificates
will be issued pursuant to a pooling and servicing agreement to be dated as of
November 1, 2007 (the "Pooling and Servicing Agreement"), among BACM, as
depositor, Bank of America, National Association, as master servicer (the
"Master Servicer"), Midland Loan Services, Inc., as special servicer (the
"Special Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (in such capacity,
the "Trustee") and as REMIC administrator. Capitalized terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Pooling and Servicing Agreement.
BACM intends to sell the Offered Certificates to Banc of America
Securities LLC ("BAS"), Xxxxxx Brothers Inc. ("Xxxxxx Brothers") and Xxxxxx
Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx" and, collectively with BAS and
Xxxxxx Brothers, the "Underwriters") pursuant to an underwriting agreement,
dated as of November 9, 2007 (the "Underwriting Agreement"). BACM intends to
place the remaining Classes of Certificates (the "Non-Offered Certificates")
through BAS, as placement agent (in such capacity, the "Placement Agent"),
pursuant to a private placement agency agreement, dated as of November 9, 2007
(the "Private Placement Agency Agreement"), among BACM and BAS. The Offered
Certificates are more fully described in the prospectus dated November 9, 2007
(the "Base Prospectus"), and the supplement to the Base Prospectus dated
November 9, 2007 (the "Prospectus Supplement"; and, together with the Base
Prospectus, the "Prospectus"), as each may be amended or supplemented at any
time hereafter. The privately offered Non-Offered Certificates are more fully
described in a private placement memorandum, dated November 9, 2007 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.
The Seller will indemnify the Underwriters, the Placement Agent and
certain related parties with respect to certain disclosure regarding the
Mortgage Loans and contained in the Prospectus, the Memorandum and certain other
disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated as of November 9, 2007 (the
"Indemnification Agreement"), among the Seller, the Purchaser, the Underwriters
and the Placement Agent.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase and Sell.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing, which
amount includes interest accrued on the Mortgage Loans after the Cut-off Date
and takes into account credits, sales concessions and such other adjustments,
which amount shall be payable on or about November 20, 2007 in immediately
available funds. The Purchaser shall be entitled to all interest accrued on the
Mortgage Loans on and after the Cut-off Date and all principal payments received
on the Mortgage Loans after the Cut-off Date except for principal and interest
payments due and payable on the Mortgage Loans on or before the Cut-off Date,
which shall belong to the Seller.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights), including
without limitation all principal and interest due on or with respect to the
Mortgage Loans after the Cut-off Date, together with Bank of America's right,
title and interest in and to any related insurance policies and all other
documents in the related Mortgage Files.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement, the Seller
shall deliver or cause to be delivered to the Purchaser or, if so directed by
the Purchaser, to the Trustee or a custodian designated by the Trustee (a
"Custodian"), the documents, instruments and agreements required to be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling and Servicing
Agreement, and meeting all the requirements of such Section 2.01, and such other
documents, instruments and agreements as the Purchaser or the Trustee shall
reasonably request.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered or caused to be delivered to the Trustee the Mortgage File
for each Mortgage Loan. All Mortgage Files delivered prior to the Closing Date
will be held by the Trustee in escrow at all times prior to the Closing Date.
Each Mortgage File shall contain the documents set forth in the definition of
Mortgage File under the Pooling and Servicing Agreement.
(e) If the Seller is unable to deliver or cause the delivery of any
original Mortgage Note, it may deliver a copy of such Mortgage Note, together
with a lost note affidavit, and indemnity, and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2(c). If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi), (viii) and (x) of the definition of "Mortgage File"
in the Pooling and Servicing Agreement, with evidence of recording or filing (if
applicable, and as the case may be) thereon, solely because of a delay caused by
the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as the case may be, so long as a copy of
such document or instrument, certified by the Seller as being a copy of the
document deposited for recording or filing, has been delivered, and then subject
to the requirements of Section 4(d), the delivery requirements of Section 2(c)
shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the related Mortgage File. If the
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, because such document or instrument has been delivered
for recording or filing, as the case may be, then subject to Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File. If the Seller cannot so deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely because such
policy has not yet been issued, the delivery requirements of Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing item shall
be deemed to have been included in the related Mortgage File; provided that the
Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on
or before the Closing Date, a binding commitment for title insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related title company
or its authorized agent.
(f) [Reserved].
(g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.
(h) If and when the Seller is notified of or discovers any error in
the Mortgage Loan Schedule attached to this Agreement as to which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and
distribute such amended Mortgage Loan Schedule to the parties to the Pooling and
Servicing Agreement; provided, however, the correction or amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure of a Material
Breach.
(i) 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 the consideration referred to in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available hereunder for a breach of
the Seller's representations and warranties set forth in Section 4, subject to
the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to and for the benefit
of the Purchaser as of the Closing Date that:
(i) The Seller is a national banking association, duly authorized,
validly existing and in good standing under the laws of the United States
of America.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance of Seller's obligations under this Agreement, will not
violate the Seller's organizational documents or 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 agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the Seller's good faith and
commercially reasonable judgment is likely to affect materially and
adversely either the ability of the Seller to perform its obligations
under this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter into and
perform its obligations under this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws affecting
the enforcement of creditors' rights generally and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which if determined adversely to the Seller
would prohibit the Seller from entering into this Agreement, or in the
Seller's good faith and reasonable judgment, would be likely to materially
and adversely affect either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Seller of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings and recordings of Mortgage Loan documents and assignments thereof
that are contemplated by the Pooling and Servicing Agreement to be
completed after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date (or as of
such other dates specifically provided in the particular representation and
warranty), with respect to (and solely with respect to) each Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller thereof in writing
and request that the Seller correct or cure such Material Breach or Material
Document Defect. Within 90 days of the earlier of discovery or receipt of
written notice by the Seller that there has been a Material Breach or a Material
Document Defect (such 90-day period, the "Initial Resolution Period"), the
Seller shall (i) cure such Material Breach or Material Document Defect, as the
case may be, in all material respects or (ii) repurchase each affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related Purchase
Price in accordance with the terms hereof and, if applicable, the terms of the
Pooling and Servicing Agreement, with payment to be made in accordance with the
reasonable directions of the Purchaser; provided that if the Seller certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such Material Breach or Material Document Defect, as the case may
be, does not and will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being corrected or cured but not within the applicable Initial
Resolution Period, (iii) that the Seller has commenced and is diligently
proceeding with the cure of such Material Breach or Material Document Defect, as
the case may be, within the applicable Initial Resolution Period, and (iv) that
the Seller anticipates that such Material Breach or Material Document Defect, as
the case may be, will be corrected or cured within an additional period not to
exceed the Resolution Extension Period (as defined below), then the Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, if the Seller's obligation to repurchase
any Defective Mortgage Loan as a result of a Material Breach or Material
Document Defect arises within the three-month period commencing on the Closing
Date (or within the two-year period commencing on the Closing Date if the
Defective Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective Mortgage Loan (but, in any event, no later than such repurchase
would have to have been completed), (i) replace such Defective Mortgage Loan
with one or more substitute mortgage loans that individually and collectively
satisfy the requirements of the definition of "Qualifying Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding Substitution Shortfall Amount, such substitution and payment to be
effected in accordance with the terms of the Pooling and Servicing Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan shall be on a
whole loan, servicing released basis. The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or
Material Document Defect, but if the Seller discovers a Material Breach or
Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
For purposes of this Section 4(c), "Resolution Extension Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the
applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following receipt by the Seller of written
notice from the Master Servicer or the Special Servicer of the occurrence
of any Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(iii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a not a Specially Serviced Loan as of
the commencement of the applicable Initial Resolution Period, but as to
which a Servicing Transfer Event occurs during such Initial Resolution
Period, the period commencing at the end of the applicable Initial
Resolution Period and ending on, and including, the 90th day following
receipt by the Seller of written notice from the Master Servicer or the
Special Servicer of the occurrence of such Servicing Transfer Event; and
(iv) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, zero days;
provided, however, if the Seller did not receive written notice from the
Master Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of the commencement of the applicable Initial Resolution Period,
then such Servicing Transfer Event shall be deemed to have occurred during
such Initial Resolution Period and the immediately preceding clause (iii)
of this definition will be deemed to apply.
In addition, the Seller shall have an additional 90 days to cure
such Material Document Defect or Material Breach, provided that the Seller has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach and such failure to cure is solely the result of a
delay in the return of documents from the local filing or recording authorities.
If one or more of the Mortgage Loans constituting a
Cross-Collateralized Set of Mortgage Loans are the subject of a Breach or
Document Defect, then, for purposes of (i) determining whether such Breach or
Document Defect is a Material Breach or Material Document Defect, as the case
may be, and (ii) the application of remedies, such Cross-Collateralized Set of
Mortgage Loans shall be treated as a single Mortgage Loan.
If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (that provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable Material Breach or Material
Document Defect does not constitute a Material Breach or Material Document
Defect, as the case may be, as to any related Cross-Collateralized Mortgage Loan
or applies to only specific Mortgaged Properties included in such portfolio
(without regard to this paragraph), then the applicable Material Breach or
Material Document Defect (as the case may be) will be deemed to constitute a
Material Breach or Material Document Defect (as the case may be) as to any
related Cross-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Seller shall repurchase or substitute for any
related Cross-Collateralized Mortgage Loan in the manner described above unless,
in the case of a Material Breach or Material Document Defect, both of the
following conditions would be satisfied if the Seller were to repurchase or
substitute for only the affected Cross-Collateralized Mortgage Loans or affected
Mortgaged Properties as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph: (i) the debt service coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties for the four calendar quarters immediately preceding the repurchase
or substitution is not less than the greater of (a) the debt service coverage
ratio immediately prior to the repurchase, (b) the debt service coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and (c) 75%. In the
event that both of the conditions set forth in the preceding sentence would be
satisfied, the Seller may elect either to repurchase or substitute for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which
the Material Breach or Material Document Defect exists or to repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or Mortgaged
Properties.
To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan, forbear from
enforcing 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 affected Cross-Collateralized Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Cross-Collateralized Mortgage Loans or
Mortgaged Properties held by such party, then both parties shall forbear from
exercising such remedies until the related Mortgage Loan documents can be
modified to remove the threat of impairment as a result of the exercise of
remedies. "Primary Collateral" shall mean the Mortgaged Property directly
securing a Cross-Collateralized Mortgage Loan excluding, however, any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
cross-collateralization of such loans.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 4(c), the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.
Except as set forth in Section 4(f), it is understood and agreed
that the obligations of the Seller set forth in this Section 4(c) to cure a
Material Breach or a Material Document Defect or repurchase or replace the
related Defective Mortgage Loan(s), constitute the sole remedies available to
the Purchaser with respect to any Breach or Document Defect.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c) that the
Purchaser shall have executed and delivered such instruments of transfer or
assignment then presented to it by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller the legal and beneficial ownership of
such Defective Mortgage Loan (including any property acquired in respect thereof
or proceeds of any insurance policy with respect thereto ), to the extent that
such ownership interest was transferred to the Purchaser hereunder.
(d) Subject to the specific delivery requirements set forth in the
Pooling and Servicing Agreement, if the Seller cannot deliver on the Closing
Date any document that is required to be part of the Mortgage File for any
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain, and deliver
to the Purchaser or its designee, all documents missing from such Mortgage
File that were required to be delivered by the Seller;
(ii) the Seller shall provide the Purchaser with periodic reports
regarding its efforts to complete such Mortgage File, such reports to be
made on the 90th day following the Closing Date and every 90 days
thereafter until the Seller has delivered to the Purchaser or its designee
all documents required to be delivered by the Seller as part of such
Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its designee
of any notice of any remaining deficiencies to such Mortgage File as of
the 90th day following the Closing Date, the Seller shall reconfirm its
obligation to complete such Mortgage File and to correct all deficiencies
associated therewith, and, if it fails to do so within 45 days after its
receipt of such notice, the Seller shall deliver to the Purchaser or its
designee a limited power of attorney (in a form reasonably acceptable to
the Seller and the Purchaser) permitting the Purchaser or its designee to
execute all endorsements (without recourse) and to execute and, to the
extent contemplated by the Pooling and Servicing Agreement, record all
instruments or transfer and assignment with respect to the subject
Mortgage Loan, together with funds reasonably estimated by the Purchaser
to be necessary to cover the costs of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties under
the Pooling and Servicing Agreement for any out-of-pocket costs and
expenses resulting from the Seller's failure to deliver all documents
required to be part of such Mortgage File; and
(v) the Seller shall otherwise use commercially reasonable efforts
to cooperate with the Purchaser and any parties under the Pooling and
Servicing Agreement in any remedial efforts for which a Document Defect
with respect to such Mortgage File would otherwise cause a delay.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any serviced Companion Loan that is deposited into another
securitization, the depositor for such other securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining to
information required by Regulation AB attached to the Pooling and Servicing
Agreement, within the time periods set forth in Article XI of the Pooling and
Servicing Agreement.
(f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section 3.08(a) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto,
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor and the Master Servicer or the Special Servicer, as applicable, has
requested that the related Mortgagor pay such fees and expenses and such
Mortgagor refuses to do so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Purchaser of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings of Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after
the Closing Date.
(iii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this agreement by the
Purchaser, will not violate the Purchaser's certificate of incorporation
or by-laws or 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 agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(vi) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Purchaser's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the Purchaser
has received service of process or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and their
affiliates, that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans or the consummation of any
of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Deloitte & Touche LLP (the
"Accountants") in making available all information and taking all steps
reasonably necessary to permit the Accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at 10:00 a.m., Charlotte
time, on the Closing Date.
The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.
(i) All of the representations and warranties of the Seller and of
the Purchaser specified in Sections 4 and 5 hereof shall be true and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and the Seller, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(iii) The Seller shall have delivered and released to the Purchaser,
the Trustee or a Custodian, or the Master Servicer shall have received to
hold in trust pursuant to the Pooling and Servicing Agreement, as the case
may be, all documents and funds required to be so delivered pursuant to
Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller 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;
(vi) The Seller (or an affiliate thereof) shall have paid or agreed
to pay all fees, costs and expenses payable to the Purchaser or otherwise
pursuant to this Agreement; and
(vii) Neither the Private Placement Agency Agreement nor the
Underwriting Agreement shall have been terminated in accordance with its
terms.
Each party agrees to use its commercially reasonable best efforts to
perform its respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents.
(a) The Closing Documents shall consist of the following, and can
only be waived and modified by mutual consent of the parties hereto:
(b) This Agreement, duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement, duly executed and delivered
by the Purchaser and all the other parties thereto; and
(c) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Comptroller of the Currency, dated not earlier than 30 days prior to the Closing
Date; and
(e) A certificate of the Seller, executed by an executive officer or
authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Placement Agent may rely to the effect
that (i) the representations and warranties of the Seller in the Agreement are
true and correct in all material respects at and as of the date hereof with the
same effect as if made on the date hereof, and (ii) the Seller has, in all
material respects, complied with all the agreements and satisfied all the
conditions on its part required under the Agreement to be performed or satisfied
at or prior to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser, the
Underwriters and the Placement Agent, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Trustee, the Placement Agent and each
Rating Agency; and
(g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates; and
(h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective
parties thereto; and
(j) One or more comfort letters from the Accountants dated the date
of any free writing prospectus, Prospectus Supplement and Memorandum,
respectively, and addressed to, and in form and substance acceptable to the
Purchaser and the Underwriters in the case of the free writing prospectus and
the Prospectus Supplement and to the Purchaser and the Placement Agent in the
case of the Memorandum stating in effect that, using the assumptions and
methodology used by the Purchaser, all of which shall be described in such
letters, they have recalculated such numbers and percentages relating to the
Mortgage Loans set forth in any free writing prospectus, the Prospectus
Supplement and the Memorandum, compared the results of their calculations to the
corresponding items in any free writing prospectus, the Prospectus Supplement
and the Memorandum, respectively, and found each such number and percentage set
forth in any free writing prospectus, the Prospectus Supplement and the
Memorandum, respectively, to be in agreement with the results of such
calculations.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., 000
Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:
Xxxxxxx Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx,
Esq., Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx
Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to
Xxxxx X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or such other address as may
hereafter be furnished to the Seller in writing by the Purchaser; if to the
Seller, addressed to Bank of America, National Association, 000 Xxxxx Xxxxx
Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx, Esq.,
Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx Xxxxx
Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to Xxxxx
X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or to such other addresses as may
hereafter be furnished to the Purchaser by the Seller in writing.
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 or, at the direction of 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 which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. 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 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity 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. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.
SECTION 17. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller agreed
to be made hereby shall be, and be construed as a sale by the Seller of all of
the Seller's right, title and interest in and to the Mortgage Loans. It is,
further, not intended 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, as the case may be. However, in the event that notwithstanding the
intent of the parties, the Mortgage Loans are held to be property of the Seller,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that, (i) this Agreement
shall also be deemed to be a security agreement within the meaning of Article 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; and (ii) the conveyance provided for in this
Section shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
(A) the Mortgage Notes, the Mortgages, any related insurance policies and all
other documents in the related Mortgage Files, (B) all amounts payable to the
holders of the Mortgage Loans in accordance with the terms thereof (other than
scheduled payments of interest and principal due on or before the Cut-off Date)
and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, whether in the
form of cash, instruments, securities or other property. 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. In connection herewith, the Purchaser shall have all of
the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
SECTION 19. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loans (each a "Cross-Collateralized Set"), by their
terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized Set
is identified on the Mortgage Loan Schedule. For purposes of reference, the
Mortgaged Property that relates or corresponds to any of the Mortgage Loans
referred to in this Section 19 shall be the property identified in the Mortgage
Loan Schedule as corresponding thereto. The provisions of this Agreement,
including without limitation, each of the representations and warranties set
forth in Schedule II hereto and each of the capitalized terms used but not
defined herein but defined in the Pooling and Servicing Agreement, shall be
interpreted in a manner consistent with this Section 19. In addition, if there
exists with respect to any Cross-Collateralized Set only one original of any
document referred to in the definition of "Mortgage File" in the Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Set, then the inclusion of the original of such document in
the Mortgage File for any of the Mortgage Loans in such Cross-Collateralized Set
shall be deemed an inclusion of such original in the Mortgage File for each such
Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans.
SECTION 20. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.
SECTION 21. WAIVER OF TRIAL BY JURY.
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 22. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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.
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
BANC OF AMERICA COMMERCIAL
MORTGAGE INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Sequence Loan Number Loan Seller Property Name
-------- ----------- --------------- -----------------------------------------------------------------
Rollup Bank of America Xxxxx Office Portfolio Crossed Loans
1 0000000 Bank of America Xxxxx Office Portfolio A (Rollup)
2 0000000 Bank of America Xxxxx Office Portfolio C (Rollup)
3 0000000 Bank of America Xxxxx Office Portfolio B (Rollup)
3.1 Bank of America Xxxxx Office Portfolio - Xxxxx Fargo Center
3.2 Bank of America Xxxxx Office Portfolio - Summit at Xxxxxxx Xxxxx
3.3 Bank of America Xxxxx Office Portfolio - Olympus
3.4 Bank of America Xxxxx Office Portfolio - Xxxxxxx Ranch
3.5 Bank of America Xxxxx Office Portfolio - Roseville Corporate Center
4 0000000 Bank of America Hilton Anatole
5 0000000 Bank of America Sawgrass Xxxxx
6 0000000 Bank of America Arundel Xxxxx
7 0000000 Bank of America La Jolla Executive Tower
8 0000000 Bank of America Xxxxxxxx Xxxx
0 0000000 Xxxx xx Xxxxxxx Columbus Park Crossing
10 0000000 Bank of America Scottsdale Spectrum
11 0000000 Bank of America 000 Xxxxxxxx
12 0000000 Bank of America East Market at Fair Lakes
13 23999 Bank of America Manzanita Gate
14 0000000 Bank of America Station Nine Apartments
15 24011 Bank of America Warm Springs Industrial-Las Vegas
16 0000000 Bank of America Crossroads Business Park Portfolio (Rollup)
16.1 0000000 Bank of America Xxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx - Xxxxxxxxxx Xxxxxxxx Xxxx II
16.2 0000000 Bank of America Xxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx - Xxxxxxxxxx Xxxxxxxx Xxxx III
17 0000000 Bank of America Lakeview Commerce Center
18 0000000 Bank of America Fairfield Inn & Suites - Chicago
Rollup Bank of America CVS Portfolio Crossed Loans
19 0000000 Bank of America CVS Portfolio Lousiana (Rollup)
19.1 0000000 Bank of America CVS Portfolio Lousiana - Shreveport
19.2 0000000 Bank of America CVS Portfolio Lousiana - Destrehan
19.3 0000000 Bank of America CVS Portfolio Lousiana - Florida Blvd
19.4 0000000 Bank of America CVS Portfolio Lousiana - Jefferson Hwy
19.5 0000000 Bank of America CVS Portfolio Lousiana - Alexandria
19.6 0000000 Bank of America CVS Portfolio Lousiana - Monroe
19.7 0000000 Bank of America CVS Portfolio Lousiana - Plank Road
20 0000000 Bank of America CVS Portfolio Texas (Rollup)
20.1 0000000 Bank of America CVS Portfolio Texas- Wurzbach Road
20.2 0000000 Bank of America CVS Portfolio Texas - North Xxxxxxxx
20.3 0000000 Bank of America CVS Portfolio Texas - Whitehouse
20.4 0000000 Bank of America CVS Portfolio Texas - Mount Pleasant
20.5 0000000 Bank of America CVS Portfolio Texas - Kerrville
20.6 0000000 Bank of America CVS Portfolio Texas - Athens
20.7 0000000 Bank of America CVS Portfolio Texas - San Xxxxx Ave
20.8 0000000 Bank of America CVS Portfolio Texas - Kilgore
20.9 0000000 Bank of America CVS Portfolio Texas - Medical Ave
21 0000000 Bank of America CVS - Gulfport
22 0000000 Bank of America FedEx Portland
23 0000000 Bank of America Sports Club LA - Orange County
24 0000000 Bank of America Crescent Crown Distributing
25 24431 Bank of America Glenshire Villas
26 0000000 Bank of America 000 Xxxxxxxxx Xxxxxx
27 0000000 Bank of America Gateway Commerce Center
Rollup Bank of America Walgreen's Center and Best Buy - Brentwood Crossed Loans
28 0000000 Bank of America Walgreen's Center
29 0000000 Bank of America Best Buy - Brentwood
30 22740 Bank of America Trinity Ridge Business Center
31 24534 Bank of America Point View Shopping Center
32 0000000 Bank of America Ladera - Terrace Shops
33 0000000 Bank of America Deerfield Apartments
34 0000000 Bank of America Xxxxxxxxx Xxxxxxx
00 00000 Xxxx xx Xxxxxxx Winterpock
36 0000000 Bank of America BJC Healthcare MOB I & II
37 0000000 Bank of America Chesapeake Landing
38 0000000 Bank of America 00 Xxxx 00xx Xxxxxx
39 0000000 Bank of America Belward North
40 0000000 Bank of America 000 Xxxxxxxxx Xxxxxx
41 24230 Bank of America Bandera Oaks
42 0000000 Bank of America Park at Bay Plaza
43 0000000 Bank of America Archstone North Dallas
44 0000000 Bank of America Visalia Pavilion
45 0000000 Bank of America The Villages of Kitty Hawk
46 0000000 Bank of America USPS - Jamaica Plain
47 0000000 Bank of America Foothill Views Apartments
48 23283 Bank of America Springhill Apartments
49 19960 Bank of America One 11 Plaza
50 0000000 Bank of America Belward South
51 0000000 Bank of America Gander Mountain Eden Prairie, MN
52 0000000 Bank of America 12th and K - Sacramento
53 0000000 Bank of America Staybridge Suites - Mt. Laurel, NJ
54 0000000 Bank of America Rockwood Four Office Building
55 0000000 Bank of America Penn Warner Industrial Park
56 0000000 Bank of America DTI- Huntington Apartments
57 0000000 Bank of America Southeastern Container
58 0000000 Bank of America Holiday Inn Express - East Brunswick, NJ
59 0000000 Bank of America 000 - 000 Xxxxx Xxxxxxx Xxxxxx
60 0000000 Bank of America Xxxxxx Building
61 0000000 Bank of America Gander Mountain Knoxville
62 0000000 Bank of America Galleria South Apartments
63 23025 Bank of America Ruston Center
64 0000000 Bank of America Galleria North Apartments
65 0000000 Bank of America Stone Ridge Apartments
66 0000000 Bank of America Center Square
67 0000000 Bank of America Xxxxxxx Company Warehouse
68 0000000 Bank of America DTI- Coppertree Apartments
69 0000000 Bank of America Gander Mountain Winchester
70 0000000 Bank of America Superior III Self Storage
71 0000000 Bank of America DTI- Redstone Apartments
72 0000000 Bank of America Xxxx Landing
73 0000000 Bank of America Xxxxxxx-Xxxxx Apartments
74 0000000 Bank of America Plymouth Center
75 0000000 Bank of America Batavia Business Park
76 0000000 Bank of America Illini Plaza
77 0000000 Bank of America Lacamas Center
78 0000000 Bank of America DTI- Carlyle Place Apartments
79 22624 Bank of America Puyallup WalMart Center
80 0000000 Bank of America Xxxxxxxx Xxxxxx Xxxx
00 00000 Xxxx xx Xxxxxxx Xxxxx Way
82 23787 Bank of America Xxxxxx XX Office
83 0000000 Bank of America Lemon Grove Shopping Center
84 24187 Bank of America Holiday Inn Express - Sugarland, TX
85 0000000 Bank of America Marrero Shopping Center
86 0000000 Bank of America Delavan Crossing
87 0000000 Bank of America Wickes Furniture Store
88 0000000 Bank of America Scenic Square Shopping Center
89 0000000 Bank of America East Rinco Industrial
90 0000000 Bank of America 0000 X. Xxxxxxxx Xxxx Retail Center
91 0000000 Bank of America Mountain Gate Marketplace
92 20067 Bank of America Sawmill Apartments
93 23893 Bank of America Currell Centre
94 0000000 Bank of America 000 Xxxxxxxxxx Xxxxx
95 0000000 Bank of America Xxxxxxxx Apartments
96 0000000 Bank of America Casa Grande Shopping Center
97 0000000 Bank of America The Cannery
98 24107 Bank of America Self Storage City
99 0000000 Bank of America 000-000 Xxxx Xxxxxx
100 0000000 Bank of America Northridge-Fontana Apartments
101 19956 Bank of America Rivers Bend
102 0000000 Bank of America 0000 XxXxxx Xxxxxx
103 0000000 Bank of America Walgreens - New Albany, IN
104 24141 Bank of America La Quinta - Webster
105 0000000 Bank of America Advantage Storage
106 0000000 Bank of America St. John's Mercy Health Care
107 0000000 Bank of America Rite Aid - Dunmore, PA
108 0000000 Bank of America Walgreen's - Xxxx, MI
109 0000000 Bank of America Pine Manor Estates
110 0000000 Bank of America 0000 XX Xxxxxx Xxxxxx
111 22075 Bank of America Paris Building
112 0000000 Bank of America Imperial Commerce Center
113 0000000 Bank of America Eastern Xxxxxxx Office Building
114 12784 Bank of America Otter Creek Mini Storage & Offices
115 0000000 Bank of America Quinsigamond Plaza
116 0000000 Bank of America Center Point Shopping Center
117 24079 Bank of America Coupes Village
118 0000000 Bank of America 0000 Xxxxxxxxx Xxxx - Xxxxxxxxxxxx, XX
119 0000000 Bank of America 135 South Power
120 0000000 Bank of America Walgreens - Mansfield, TX
121 23967 Bank of America Xxxxx Avenue Office - Colorado
122 22992 Bank of America Market Square East Shopping Center
123 0000000 Bank of America University Club Apartments
124 24112 Bank of America Brookview Court Apartments
125 23585 Bank of America Sherwood Village
126 23939 Bank of America Xxxxxxx Xxxxxx
000 00000 Xxxx xx Xxxxxxx Bakerview Retail
128 0000000 Bank of America 000 00xx Xxxxxx
129 0000000 Bank of America TD Ameritrade Building
130 24344 Bank of America Microtel Inn
131 23886 Bank of America Harvard and Westgate Buildings
132 22526 Bank of America Xxxxxx Xxxxx
000 00000 Xxxx xx Xxxxxxx Re/Max Building
134 0000000 Bank of America Mission Viejo Town Center Parcel 2
135 0000000 Bank of America DTI- The Oaks Apartments
136 0000000 Bank of America Southern Avenue
137 0000000 Bank of America 0000 Xxxxx
138 0000000 Bank of America Sisbar at Xxxxxx
139 0000000 Bank of America 000 X Xxxxxxxx
140 0000000 Bank of America 0000 Xxxxxxxx Xxxxxx
141 24131 Bank of America Sumner Retail
142 23724 Bank of America Eagle Clocktower
143 24278 Bank of America Kirkwood Retail
Total
Sequence Street Address City State Zip Code
-------- --------------------------------------------------------------- ----------------- ------- --------
Various Various CA Various
1 Various Various CA Various
2 Various Various CA Various
3 Various Various CA Various
3.1 000 Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
3.2 3721 & 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
3.3 3001, 3005, 3009 & 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
3.4 3300 & 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
3.5 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
4 0000 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxx XX 00000
5 00000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
6 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
7 0000 Xxxxxxxxx Xxxxxx Xx Xxxxx XX 00000
8 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
9 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
10 6710, 6720 & 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000
11 000 Xxxxxxxx Xxx Xxxx XX 00000
12 0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000
13 0000 Xxxx Xxxxx Xxxx XX 00000
14 0000 Xxxxxxxxxxxx Xxxx Xxxxxx XX 00000
15 0000-0000 Xxxx Xxxxxx Xxxxx Xxx Xxxxx XX 00000
16 Xxxxxxx Xxxxxxxxxx XX 00000
16.1 0000 Xxxxxx Xxxx Xxxxxxxxxx XX 00000
16.2 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxxx XX 00000
17 0000 Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
18 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
Various Various Various Various
19 Various Various LA Various
19.1 0000 Xxxxxx Xxxxx Xxxxxxxxxx XX 00000
19.2 00000 Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000
19.3 00000 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx XX 00000
19.4 0000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx XX 00000
19.5 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
19.6 0000 Xxxxxxxxxxx Xxxx Xxxxxx XX 00000
19.7 0000 Xxxxx Xxxx Xxxxx Xxxxx XX 00000
20 Various Various TX Various
20.1 00000 Xxxxxxxx Xxxx Xxx Xxxxxxx XX 00000
20.2 000 Xxxx Xxx Xxxxxxxxx Xxxxxxxx XX 00000
20.3 000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000
20.4 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000
20.5 000 Xxxx Xxxxxx Xxxxxxxxx XX 00000
20.6 000 Xxxx Xxxxx Xxxxxx Xxxxxx XX 00000
20.7 0000 Xxx Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000
20.8 0000 Xxxxx Xxxx Xxxxxxx XX 00000
20.9 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000
21 0000 00xx Xxxxxx Xxxxxxxx XX 00000
22 000 Xxxxxxxxx Xxxxx Xxx Xxxxxxxx XX 00000
23 0000 Xxxx Xxxxxx Xxxxxx XX 00000
24 000 Xxxxx 00xx Xxxxx Xxxxxxx XX 00000
25 0000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000
26 000 Xxxxxxxxx Xxxxxx Xxx Xxxx XX 00000
27 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000
Various Xxxxxxxxx XX 00000
28 0000 Xxxx Xxxx Xxx Xxxxxxxxx XX 00000
29 0000 Xxxx Xxxx Xxx Xxxxxxxxx XX 00000
30 0000-0000 Xxxxxxx Xxxx Xxxxxxx XX 00000
31 000-000 Xxxxxx Xxxxxx Xxxxx XX 00000
32 1101, 1501, 1701 & 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxx XX 00000
33 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
34 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
35 0000-0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000
36 000 Xxxxx Xxxxx Xxxx & 0000 XXX Xxxxx Xx. Xxxxx XX 00000
37 0000 Xxxxxxxx Xxxxx Xxxxxx XX 00000
38 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
39 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
40 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx XX 00000
41 00000 Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000
42 9225 and 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx XX 00000
43 0000 Xxxxxxxxx Xxxx Xxxxxx XX 00000
44 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
45 00000 Xxxx Xxxx 0000 Xxxxx Xxxxxxxxx Xxxx XX 00000
46 000 Xxxxxx Xxxxxx Xxxxxxx Xxxxx XX 00000
47 000 Xxxxx Xxxxx Xxxxxx Xxxxx XX 00000
48 00000 Xxxxx Xxxx Xxxxxx XX 00000
49 71703 & 00000 Xxxxxxx 000 Xxxxxx Xxxxxx XX 00000
50 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
51 00000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx XX 00000
52 0000 00xx Xxxxxx Xxxxxxxxxx XX 00000
53 0000 Xxxxxx Xxxx Xx. Xxxxxx XX 00000
54 00 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000
55 199, 270, 279 & 000 Xxxxx Xxxx Xxxxxxxx Xxxxx XX 00000
56 0000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
57 0000 Xxxx Xxxxx Xxxxxx XX 00000
58 0 Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000
59 319 - 000 Xxxxx Xxxxxxx Xxxxxx (Xxxxx 000) Xxxxxxxxx XX 00000
60 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000
61 00000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000
62 00000 Xxxxx 00xx Xxxxxx Xxxxxxxx XX 00000
63 000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000
64 00000 Xxxxx 00xx Xxxxxx Xxxxxxxx XX 00000
65 0000 Xxxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000
66 00000-00000 XX Xxxxxxx 00 Xxxxxxxxx XX 00000
67 000 Xxxxxx Xxxx Xxxxx XX 00000
68 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
69 000 Xxxxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000
70 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
71 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
72 0000 Xxxx X Xxxxxx Xxxxxx XX 00000
73 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000
74 00000 Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxx Xxxxxx XX 00000
75 0000-0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
76 0000-0000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000
77 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx XX 00000
78 00000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
79 0000 000xx Xxxxxx Xxxx & 00000 Xxxxx Xxxxx 000 Xxxxxxxx XX 00000
80 8650, 8727, 8730, 8770, 8847, 8850 and 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxxxx XX 00000
81 0000 Xxxxx Xxx Xxxxxxx Xxxx XX 00000
82 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxx XX 00000
83 0000-0000 Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxx XX 00000
84 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxx XX 00000
85 0000-0000 Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000
86 0000-0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
87 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx XX 00000
88 0000-0000 Xxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
89 00000 Xxx Xxxxxx Xxxx Xxxx xx Xxxxxxxx XX 00000
90 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000
91 160, 330 & 000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxx XX 00000
92 0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
93 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
94 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
95 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000
96 000 Xxxx Xxxxxxxxxx Xxxx Xxxx Xxxxxx XX 00000
97 000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000
98 0000 Xxxx Xxxxxxxx Xxxx Xxx Xxxxx XX 00000
99 000-000 Xxxx Xxxxxx Xxxxxxxxxx XX 00000
100 18547 & 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
101 000 Xxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
102 0000 XxXxxx Xxxxxx Xxx Xxxxx XX 00000
103 0000 Xxxxx Xxxxxx Xxx Xxxxxx XX 00000
104 000 Xxxx Xxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000
105 0000 XxXxxxxxx Xxxx Xxxxx XX 00000
106 0000 Xxxxxx Xxxx Xxxx Xxxxxx XX 00000
107 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
108 0000 Xxxxxx Xxxxxx Xxxx XX 00000
109 00 Xxxxx Xxxxx Xxxxxx Xxxxx XX 00000
110 0000 XX Xxxxxx Xxxxxx Xxxxxxxx XX 00000
111 000 Xxxx Xxx Xxxxxxxxx Xxxxxx Xxxxx Xx XX 00000
112 00000 Xxxx Xxxxxxxx Xxxxxxx Xxxxx Xx Xxxxxxx XX 00000
113 00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
114 00000 Xxxxxxxxxx Xxxx Xxxxxx Xxxx XX 00000
115 00-00 Xxxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
116 000-000 Xxxxxxxx Xxxxx Xxxxxx XX 00000
117 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000
118 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
119 000 Xxxxx Xxxxx Xxxx Xxxx XX 00000
120 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
121 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
122 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
123 0000 Xxxx Xxxxxx Xxxxx Xxxx XX 00000
124 0 Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
125 0000-0000 Xxxxxxxx Xxx Xxx Xxxxxx XX 00000
126 4149, 4159 and 0000 Xxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxx XX 00000
127 0000 Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000
128 000 Xxxxx Xxxxxx Xxx Xxxx XX 00000
129 000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000
130 00 Xxxxxxxxx Xxxxx Xxxx Xxxxx XX 00000
131 0000 Xxxxxxx Xxxx and 0000 Xxxx 0xx Xxxxxx Xxxxxxxx XX 00000
132 0000 Xxxx Xxxxxxxxx Xxxx Xxxxxx XX 00000
133 000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxx Xxxxxxx XX 00000
134 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxx XX 00000
135 000 Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000
136 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxx XX 00000
137 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxx XX 00000
138 000 Xxxxx 000 Xxxxxx XX 00000
139 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
140 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000
141 00000 Xxxx Xxxxxx Xxxx Xxxxxx XX 00000
142 0000 Xxxx Xxxxx Xxxxxx Xxxxx XX 00000
143 0000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
Sequence Mortgage Rate Amortization Basis Original Balance Cut-off Date Balance
-------- ------------- ------------------ ---------------- --------------------
$237,250,000 $237,250,000
1 5.559% Actual/360 163,950,000 163,950,000
2 5.455% Actual/360 54,650,000 54,650,000
3 5.513% Actual/360 18,650,000 18,650,000
3.1 125,400,000 125,400,000
3.2 33,750,000 33,750,000
3.3 29,850,000 29,850,000
3.4 28,100,000 28,100,000
3.5 20,150,000 20,150,000
4 5.545% Actual/360 175,000,000 175,000,000
5 5.820% Actual/360 132,647,059 132,647,059
6 6.140% Actual/360 128,333,334 128,333,334
7 5.605% Actual/360 106,750,000 106,750,000
8 6.057% Actual/360 95,000,000 95,000,000
9 6.263% Actual/360 65,612,000 65,612,000
10 5.609% Actual/360 64,403,445 64,403,445
11 6.127% Actual/360 60,000,000 60,000,000
12 5.738% Actual/360 40,800,000 40,800,000
13 5.692% Actual/360 39,500,000 39,500,000
14 5.504% Actual/360 36,885,000 36,885,000
15 6.416% Actual/360 33,000,000 33,000,000
16 6.133% Actual/360 30,800,000 30,800,000
16.1 15,465,254 15,465,254
16.2 15,334,746 15,334,746
17 6.378% Actual/360 28,750,000 28,750,000
18 6.210% Actual/360 28,000,000 28,000,000
26,500,000 26,500,000
19 5.530% Actual/360 12,717,500 12,717,500
19.1 2,271,658 2,271,658
19.2 2,074,781 2,074,781
19.3 1,927,124 1,927,124
19.4 1,802,182 1,802,182
19.5 1,749,177 1,749,177
19.6 1,590,161 1,590,161
19.7 1,302,418 1,302,418
20 5.530% Actual/360 12,060,000 12,060,000
20.1 2,309,765 2,309,765
20.2 1,363,140 1,363,140
20.3 1,363,140 1,363,140
20.4 1,363,140 1,363,140
20.5 1,344,207 1,344,207
20.6 1,249,545 1,249,545
20.7 1,192,748 1,192,748
20.8 1,098,085 1,098,085
20.9 776,233 776,233
21 5.530% Actual/360 1,722,500 1,722,500
22 5.753% Actual/360 24,270,000 24,237,505
23 7.031% Actual/360 21,000,000 20,930,397
24 5.674% Actual/360 20,240,000 20,240,000
25 5.863% Actual/360 17,938,000 17,938,000
26 5.935% Actual/360 17,700,000 17,700,000
27 5.602% Actual/360 17,600,000 17,600,000
17,500,000 17,500,000
28 6.186% Actual/360 10,400,000 10,400,000
29 6.186% Actual/360 7,100,000 7,100,000
30 5.888% Actual/360 17,036,250 17,036,250
31 6.870% Actual/360 16,400,000 16,375,465
32 5.439% Actual/360 15,860,000 15,860,000
33 5.965% Actual/360 15,517,252 15,480,776
34 5.998% Actual/360 15,000,000 15,000,000
35 5.586% Actual/360 14,600,000 14,600,000
36 5.910% Actual/360 14,665,000 14,597,270
37 5.944% Actual/360 14,061,112 14,027,841
38 5.400% Actual/360 14,000,000 14,000,000
39 5.635% Actual/360 13,325,000 13,325,000
40 5.985% Actual/360 12,847,000 12,847,000
41 5.847% Actual/360 12,800,000 12,800,000
42 5.808% Actual/360 12,450,000 12,450,000
43 5.680% Actual/360 12,418,720 12,418,720
44 5.952% Actual/360 11,920,000 11,920,000
45 5.686% 30/360 11,550,000 11,550,000
46 5.813% Actual/360 11,500,000 11,500,000
47 5.750% Actual/360 11,200,000 11,200,000
48 5.868% Actual/360 11,000,000 11,000,000
49 5.960% Actual/360 10,941,000 10,941,000
50 5.644% Actual/360 10,820,000 10,820,000
51 5.674% 30/360 10,764,173 10,764,173
52 5.697% Actual/360 10,750,000 10,750,000
53 6.329% Actual/360 10,500,000 10,474,117
54 5.838% Actual/360 10,000,000 10,000,000
55 5.684% Actual/360 9,942,000 9,942,000
56 5.645% Actual/360 9,950,000 9,881,058
57 5.878% Actual/360 9,300,000 9,282,811
58 6.334% Actual/360 9,050,000 9,027,718
59 6.385% Actual/360 9,000,000 9,000,000
60 5.981% Actual/360 9,000,000 8,968,279
61 5.700% Actual/360 8,885,000 8,885,000
62 6.280% Actual/360 8,727,000 8,727,000
63 5.876% Actual/360 8,500,000 8,460,438
64 6.278% Actual/360 8,440,000 8,440,000
65 5.648% Actual/360 8,333,000 8,333,000
66 5.596% Actual/360 8,300,000 8,300,000
67 5.953% Actual/360 8,000,000 8,000,000
68 5.586% Actual/360 7,895,000 7,820,685
69 5.700% Actual/360 7,785,000 7,785,000
70 5.674% Actual/360 7,400,000 7,400,000
71 5.626% Actual/360 7,150,000 7,083,243
72 5.796% Actual/360 6,993,698 6,967,935
73 6.105% Actual/360 7,000,000 6,963,525
74 6.159% Actual/360 6,800,000 6,777,049
75 5.674% Actual/360 6,688,000 6,688,000
76 5.600% Actual/360 6,700,000 6,641,911
77 6.186% Actual/360 6,370,000 6,353,747
78 5.598% Actual/360 6,150,000 6,092,252
79 5.429% Actual/360 6,092,000 6,092,000
80 6.392% Actual/360 6,000,000 6,000,000
81 6.538% Actual/360 6,000,000 5,978,163
82 6.217% Actual/360 5,970,000 5,970,000
83 6.250% Actual/360 5,956,488 5,956,488
84 6.530% Actual/360 5,865,000 5,846,960
85 5.790% Actual/360 5,840,000 5,840,000
86 5.540% 30/360 5,775,000 5,775,000
87 6.596% 30/360 5,767,155 5,767,155
88 6.296% Actual/360 5,600,000 5,600,000
89 5.917% Actual/360 5,500,000 5,500,000
90 6.335% Actual/360 5,400,000 5,400,000
91 6.333% Actual/360 5,300,000 5,300,000
92 5.755% Actual/360 5,300,000 5,300,000
93 5.702% Actual/360 5,250,000 5,250,000
94 6.239% Actual/360 5,240,000 5,240,000
95 6.026% Actual/360 5,200,000 5,200,000
96 5.648% Actual/360 5,150,000 5,150,000
97 6.764% Actual/360 5,084,000 5,080,590
98 6.051% Actual/360 5,065,000 5,065,000
99 6.206% Actual/360 4,965,000 4,948,435
100 6.164% Actual/360 4,800,000 4,800,000
101 6.054% Actual/360 4,800,000 4,800,000
102 6.306% Actual/360 4,800,000 4,791,805
103 6.128% Actual/360 4,650,000 4,650,000
104 5.943% Actual/360 4,500,000 4,452,721
105 5.679% Actual/360 4,400,000 4,400,000
106 5.805% Actual/360 4,400,000 4,400,000
107 6.365% Actual/360 4,197,244 4,194,091
108 5.798% Actual/360 4,100,000 4,080,577
109 5.818% Actual/360 4,080,000 4,060,759
110 6.379% Actual/360 3,640,000 3,640,000
111 5.787% Actual/360 3,700,000 3,610,369
112 5.922% Actual/360 3,600,000 3,587,131
113 5.884% Actual/360 3,600,000 3,580,121
114 6.397% Actual/360 3,500,000 3,491,514
115 5.856% Actual/360 3,500,000 3,477,913
116 5.589% Actual/360 3,440,000 3,407,639
117 6.341% Actual/360 3,350,000 3,339,192
118 6.359% Actual/360 3,330,000 3,319,304
119 5.754% Actual/360 3,220,000 3,204,594
120 6.467% Actual/360 3,200,000 3,200,000
121 6.357% Actual/360 3,100,000 3,092,410
122 6.322% Actual/360 3,000,000 2,992,592
123 5.708% Actual/360 2,992,946 2,972,495
124 5.724% Actual/360 2,950,000 2,950,000
125 5.729% Actual/360 2,765,000 2,765,000
126 6.060% Actual/360 2,720,000 2,720,000
127 6.298% Actual/360 2,700,000 2,700,000
128 6.615% Actual/360 2,550,000 2,548,214
129 6.490% Actual/360 2,530,000 2,528,165
130 6.594% Actual/360 2,400,000 2,388,591
131 5.996% Actual/360 2,380,000 2,371,642
132 5.834% Actual/360 2,280,000 2,250,125
133 5.899% Actual/360 2,192,000 2,192,000
134 5.677% Actual/360 2,155,000 2,148,806
135 5.646% Actual/360 2,160,000 2,145,037
136 5.754% Actual/360 2,120,000 2,120,000
137 5.754% Actual/360 2,100,000 2,089,953
138 6.306% Actual/360 2,000,000 2,000,000
139 5.681% Actual/360 1,959,956 1,959,956
140 6.215% Actual/360 1,891,166 1,883,025
141 6.484% Actual/360 1,820,000 1,820,000
142 5.814% Actual/360 1,600,000 1,600,000
143 6.421% Actual/360 1,381,250 1,381,250
$2,231,301,788
Sequence Remaining Term To Stated Maturity (months) Stated Maturity Date Due Date Monthly Payment
-------- ------------------------------------------ -------------------- -------- ---------------
1 114 5/1/2017 First 769,978
2 54 5/1/2012 First 251,857
3 78 5/1/2014 First 86,863
3.1
3.2
3.3
3.4
3.5
4 115 6/1/2017 First 819,803
5 80 7/1/2014 First 652,273
6 81 8/1/2014 First 781,012
7 119 10/1/2017 First 505,580
8 117 8/1/2017 First 486,172
9 117 8/1/2017 First 347,168
10 116 7/1/2017 First 305,186
11 116 7/1/2017 First 310,580
12 112 3/1/2017 First 197,802
13 115 6/1/2017 First 229,058
14 114 5/1/2017 First 171,529
15 117 8/1/2017 First 206,763
16 117 8/1/2017 First 187,303
16.1
16.2
17 126 5/1/2018 First 179,419
18 118 9/1/2017 First 171,673
19 115 6/1/2017 First 72,448
19.1
19.2
19.3
19.4
19.5
19.6
19.7
20 115 6/1/2017 First 68,703
20.1
20.2
20.3
20.4
20.5
20.6
20.7
20.8
20.9
21 115 6/1/2017 First 9,813
22 173 4/1/2022 First 152,728
23 117 8/1/2017 First 148,839
24 115 6/1/2017 First 117,140
25 116 7/1/2017 First 105,973
26 55 6/1/2012 First 88,757
27 113 4/1/2017 First 83,304
28 178 9/1/2022 First 63,602
29 178 9/1/2022 First 43,421
30 113 4/1/2017 First 84,752
31 118 9/1/2017 First 107,682
32 114 5/1/2017 First 89,445
33 56 7/1/2012 First 88,113
34 117 8/1/2017 First 76,016
35 116 7/1/2017 First 68,907
36 68 7/1/2013 First 87,077
37 56 7/1/2012 First 79,647
38 116 7/1/2017 First 63,875
39 116 7/1/2017 First 76,790
40 93 8/1/2015 First 76,902
41 116 7/1/2017 First 75,488
42 114 5/1/2017 First 73,114
43 74 1/1/2014 First 71,921
44 117 8/1/2017 First 71,099
45 118 9/1/2017 First 54,728
46 115 6/1/2017 First 56,482
47 116 7/1/2017 First 65,360
48 113 4/1/2017 First 65,020
49 117 8/1/2017 First 65,316
50 116 7/1/2017 First 62,416
51 81 8/1/2014 First 50,897
52 117 8/1/2017 First 51,744
53 117 8/1/2017 First 65,191
54 116 7/1/2017 First 49,326
55 115 6/1/2017 First 47,746
56 113 4/1/2017 First 57,404
57 117 8/1/2017 First 52,268
58 117 8/1/2017 First 56,218
59 118 9/1/2017 First 56,207
60 116 7/1/2017 First 53,850
61 115 6/1/2017 First 51,569
62 116 7/1/2017 First 53,904
63 115 6/1/2017 First 50,286
64 116 7/1/2017 First 52,120
65 115 6/1/2017 First 48,091
66 116 7/1/2017 First 47,628
67 118 9/1/2017 First 47,720
68 111 2/1/2017 First 45,254
69 115 6/1/2017 First 45,184
70 116 7/1/2017 First 35,476
71 111 2/1/2017 First 41,164
72 116 7/1/2017 First 41,018
73 116 7/1/2017 First 45,551
74 116 7/1/2017 First 41,467
75 117 8/1/2017 First 38,707
76 116 7/1/2017 First 46,468
77 117 8/1/2017 First 38,956
78 111 2/1/2017 First 35,298
79 115 6/1/2017 First 32,432
80 116 7/1/2017 First 37,499
81 117 8/1/2017 First 40,655
82 116 7/1/2017 First 36,630
83 118 9/1/2017 First 36,673
84 116 7/1/2017 First 37,187
85 115 6/1/2017 First 34,229
86 116 7/1/2017 First 26,661
87 58 9/1/2012 First 31,700
88 118 9/1/2017 First 34,648
89 116 7/1/2017 First 32,682
90 118 9/1/2017 First 33,548
91 117 8/1/2017 First 32,920
92 116 7/1/2017 First 30,946
93 115 6/1/2017 First 25,293
94 116 7/1/2017 First 32,226
95 116 7/1/2017 First 26,475
96 116 7/1/2017 First 29,721
97 119 10/1/2017 First 33,022
98 116 7/1/2017 First 30,534
99 116 7/1/2017 First 30,428
100 117 8/1/2017 First 30,445
101 115 6/1/2017 First 28,945
102 118 9/1/2017 First 29,729
103 117 8/1/2017 First 28,263
104 115 6/1/2017 First 32,092
105 110 1/1/2017 First 25,479
106 115 6/1/2017 First 25,831
107 119 10/1/2017 First 26,158
108 115 6/1/2017 First 24,052
109 115 6/1/2017 First 23,986
110 117 8/1/2017 First 22,718
111 173 4/1/2022 First 30,799
112 116 7/1/2017 First 21,404
113 114 5/1/2017 First 21,316
114 117 8/1/2017 First 21,886
115 117 8/1/2017 First 24,785
116 111 2/1/2017 First 19,724
117 116 7/1/2017 First 20,825
118 116 7/1/2017 First 20,740
119 115 6/1/2017 First 18,799
120 118 9/1/2017 First 17,484
121 81 8/1/2014 First 19,303
122 117 8/1/2017 First 18,612
123 113 4/1/2017 First 17,386
124 115 6/1/2017 First 17,167
125 115 6/1/2017 First 13,384
126 115 6/1/2017 First 16,413
127 116 7/1/2017 First 16,709
128 119 10/1/2017 First 16,311
129 119 10/1/2017 First 15,975
130 116 7/1/2017 First 16,346
131 116 7/1/2017 First 14,263
132 111 2/1/2017 First 14,460
133 115 6/1/2017 First 13,000
134 117 8/1/2017 First 12,476
135 113 4/1/2017 First 12,463
136 115 6/1/2017 First 12,377
137 115 6/1/2017 First 12,260
138 116 7/1/2017 First 12,387
139 116 7/1/2017 First 11,352
140 55 6/1/2012 First 11,601
141 116 7/1/2017 First 11,484
142 115 6/1/2017 First 9,402
143 117 8/1/2017 First 8,659
Sequence Administrative Fee Rate Primary Servicing Fee Rate Master Servicing Fee Rate Ownership Interest
-------- ----------------------- -------------------------- ------------------------- ------------------
Fee
1 0.071% 0.050% 0.020% Fee
2 0.051% 0.030% 0.020% Fee
3 0.041% 0.020% 0.020% Fee
3.1 Fee
3.2 Fee
3.3 Fee
3.4 Fee
3.5 Fee
4 0.071% 0.050% 0.020% Fee/Leasehold
5 0.031% 0.010% 0.020% Fee
6 0.071% 0.050% 0.020% Fee
7 0.071% 0.050% 0.020% Fee
8 0.071% 0.050% 0.020% Fee/Leasehold
9 0.071% 0.050% 0.020% Leasehold
10 0.071% 0.050% 0.020% Fee
11 0.071% 0.050% 0.020% Fee
12 0.041% 0.020% 0.020% Fee
13 0.041% 0.020% 0.020% Fee
14 0.041% 0.020% 0.020% Fee
15 0.041% 0.020% 0.020% Fee
16 0.041% 0.020% 0.020% Fee
16.1 Fee
16.2 Fee
17 0.041% 0.020% 0.020% Fee
18 0.041% 0.020% 0.020% Fee
Fee
19 0.041% 0.020% 0.020% Fee
19.1 Fee
19.2 Fee
19.3 Fee
19.4 Fee
19.5 Fee
19.6 Fee
19.7 Fee
20 0.041% 0.020% 0.020% Fee
20.1 Fee
20.2 Fee
20.3 Fee
20.4 Fee
20.5 Fee
20.6 Fee
20.7 Fee
20.8 Fee
20.9 Fee
21 0.041% 0.020% 0.020% Fee
22 0.041% 0.020% 0.020% Leasehold
23 0.041% 0.020% 0.020% Fee
24 0.041% 0.020% 0.020% Fee
25 0.071% 0.050% 0.020% Fee
26 0.041% 0.020% 0.020% Fee
27 0.041% 0.020% 0.020% Fee
Fee
28 0.041% 0.020% 0.020% Fee
29 0.041% 0.020% 0.020% Fee
30 0.041% 0.020% 0.020% Fee
31 0.041% 0.020% 0.020% Fee
32 0.041% 0.020% 0.020% Fee
33 0.041% 0.020% 0.020% Fee
34 0.041% 0.020% 0.020% Fee
35 0.041% 0.020% 0.020% Fee
36 0.041% 0.020% 0.020% Fee
37 0.041% 0.020% 0.020% Fee
38 0.041% 0.020% 0.020% Fee
39 0.041% 0.020% 0.020% Fee
40 0.041% 0.020% 0.020% Leasehold
41 0.041% 0.020% 0.020% Fee
42 0.041% 0.020% 0.020% Fee
43 0.041% 0.020% 0.020% Fee
44 0.041% 0.020% 0.020% Fee
45 0.041% 0.020% 0.020% Fee
46 0.041% 0.020% 0.020% Fee
47 0.041% 0.020% 0.020% Fee
48 0.071% 0.050% 0.020% Fee
49 0.041% 0.020% 0.020% Fee
50 0.041% 0.020% 0.020% Fee
51 0.041% 0.020% 0.020% Fee
52 0.041% 0.020% 0.020% Fee
53 0.041% 0.020% 0.020% Fee
54 0.041% 0.020% 0.020% Fee
55 0.041% 0.020% 0.020% Fee
56 0.041% 0.020% 0.020% Fee
57 0.041% 0.020% 0.020% Fee
58 0.041% 0.020% 0.020% Fee
59 0.041% 0.020% 0.020% Fee
60 0.041% 0.020% 0.020% Fee
61 0.071% 0.050% 0.020% Fee
62 0.041% 0.020% 0.020% Fee
63 0.041% 0.020% 0.020% Fee
64 0.041% 0.020% 0.020% Fee
65 0.041% 0.020% 0.020% Fee
66 0.041% 0.020% 0.020% Fee
67 0.041% 0.020% 0.020% Fee
68 0.041% 0.020% 0.020% Fee
69 0.071% 0.050% 0.020% Fee
70 0.041% 0.020% 0.020% Fee
71 0.041% 0.020% 0.020% Fee
72 0.041% 0.020% 0.020% Fee
73 0.041% 0.020% 0.020% Fee
74 0.041% 0.020% 0.020% Fee
75 0.041% 0.020% 0.020% Fee
76 0.041% 0.020% 0.020% Fee
77 0.041% 0.020% 0.020% Fee
78 0.041% 0.020% 0.020% Fee
79 0.041% 0.020% 0.020% Fee
80 0.041% 0.020% 0.020% Fee
81 0.041% 0.020% 0.020% Fee
82 0.041% 0.020% 0.020% Fee
83 0.041% 0.020% 0.020% Fee
84 0.041% 0.020% 0.020% Fee
85 0.041% 0.020% 0.020% Fee
86 0.041% 0.020% 0.020% Fee
87 0.041% 0.020% 0.020% Fee
88 0.041% 0.020% 0.020% Fee
89 0.041% 0.020% 0.020% Fee
90 0.041% 0.020% 0.020% Fee
91 0.041% 0.020% 0.020% Fee
92 0.041% 0.020% 0.020% Fee
93 0.041% 0.020% 0.020% Fee
94 0.041% 0.020% 0.020% Fee
95 0.041% 0.020% 0.020% Fee
96 0.041% 0.020% 0.020% Fee
97 0.041% 0.020% 0.020% Fee
98 0.041% 0.020% 0.020% Fee
99 0.041% 0.020% 0.020% Fee
100 0.041% 0.020% 0.020% Fee
101 0.041% 0.020% 0.020% Fee
102 0.041% 0.020% 0.020% Fee
103 0.041% 0.020% 0.020% Fee/Leasehold
104 0.041% 0.020% 0.020% Fee
105 0.041% 0.020% 0.020% Fee
106 0.041% 0.020% 0.020% Fee
107 0.041% 0.020% 0.020% Fee
108 0.041% 0.020% 0.020% Fee
109 0.041% 0.020% 0.020% Fee
110 0.041% 0.020% 0.020% Fee
111 0.041% 0.020% 0.020% Fee
112 0.041% 0.020% 0.020% Fee
113 0.041% 0.020% 0.020% Fee
114 0.041% 0.020% 0.020% Fee
115 0.041% 0.020% 0.020% Leasehold
116 0.041% 0.020% 0.020% Fee
117 0.041% 0.020% 0.020% Fee
118 0.041% 0.020% 0.020% Fee
119 0.041% 0.020% 0.020% Fee
120 0.041% 0.020% 0.020% Fee
121 0.041% 0.020% 0.020% Fee
122 0.041% 0.020% 0.020% Fee
123 0.041% 0.020% 0.020% Fee
124 0.041% 0.020% 0.020% Fee
125 0.041% 0.020% 0.020% Fee
126 0.041% 0.020% 0.020% Fee
127 0.041% 0.020% 0.020% Fee
128 0.041% 0.020% 0.020% Fee
129 0.041% 0.020% 0.020% Fee
130 0.041% 0.020% 0.020% Fee
131 0.041% 0.020% 0.020% Fee
132 0.101% 0.080% 0.020% Fee
133 0.041% 0.020% 0.020% Fee
134 0.041% 0.020% 0.020% Fee
135 0.041% 0.020% 0.020% Fee
136 0.041% 0.020% 0.020% Fee
137 0.041% 0.020% 0.020% Fee
138 0.041% 0.020% 0.020% Fee
139 0.041% 0.020% 0.020% Fee
140 0.041% 0.020% 0.020% Fee
141 0.041% 0.020% 0.020% Fee
142 0.041% 0.020% 0.020% Fee
143 0.041% 0.020% 0.020% Fee
Sequence Cross-Collateralized Loans Original Amortization (months) ARD Loan Grace Period Loan Group
-------- -------------------------- ------------------------------ -------- ----------------------- ----------
1
1 Yes - BACM 07-4 A 0 No Interest Only 1
2 Yes - BACM 07-4 A 0 No Interest Only 1
3 Yes - BACM 07-4 A 0 No Interest Only 1
3.1
3.2
3.3
3.4
3.5
4 No 0 No Interest Only 1
5 No 0 No Interest Only 1
6 No 360 No IO, Balloon 1
7 No 0 No Interest Only 1
8 No 0 No Interest Only 1
9 No 0 No Interest Only 1
10 No 0 No Interest Only 1
11 No 0 No Interest Only 1
12 No 0 No Interest Only 1
13 No 360 No IO, Balloon 2
14 No 0 No Interest Only 2
15 No 360 No IO, Balloon 1
16 No 360 No IO, Balloon 1
16.1 1
16.2 1
17 No 360 No IO, Balloon 1
18 No 360 No IO, Balloon 1
1
19 Yes - BACM 07-4 B 360 No IO, Balloon 1
19.1 1
19.2 1
19.3 1
19.4 1
19.5 1
19.6 1
19.7 1
20 Yes - BACM 07-4 B 360 No IO, Balloon 1
20.1 1
20.2 1
20.3 1
20.4 1
20.5 1
20.6 1
20.7 1
20.8 1
20.9 1
21 Yes - BACM 07-4 B 360 No IO, Balloon 1
22 No 300 No IO, Balloon 1
23 Xx 000 Xx Xxxxxxx 0
00 Xx 000 Xx IO, Balloon 1
25 No 360 No IO, Balloon 2
26 No 0 No Interest Only 1
27 No 0 No Interest Only 1
1
28 Yes - BACM 07-4 C 360 No IO, Balloon 1
29 Yes - BACM 07-4 C 360 No IO, Balloon 1
30 No 0 No Interest Only 1
31 No 360 No Balloon 1
32 No 360 No IO, Balloon 1
33 No 420 No Balloon 2
34 No 0 No Interest Only 2
35 No 0 No Interest Only 1
36 No 360 No Balloon 1
37 No 420 No Balloon 2
38 No 0 No Interest Only 1
39 No 360 No IO, Balloon 1
40 No 360 No IO, Balloon 1
41 No 360 No IO, Balloon 1
42 No 360 No IO, Balloon 1
43 No 360 No IO, Balloon 2
44 No 360 No IO, Balloon 1
45 No 0 No Interest Only 2
46 No 0 No Interest Only 1
47 No 360 No IO, Balloon 2
48 No 360 No IO, Balloon 2
49 No 360 No IO, Balloon 1
50 No 360 No IO, Balloon 1
51 No 0 Yes Interest Only, Hyper Am 1
52 No 0 No Interest Only 1
53 No 360 No Balloon 1
54 No 0 No Interest Only 1
55 No 0 No Interest Only 1
56 No 360 No Balloon 2
57 No 420 No Balloon 1
58 No 360 No Balloon 1
59 No 360 No IO, Balloon 1
60 No 360 No Balloon 1
61 No 360 Yes IO, Hyper Am 1
62 No 360 No IO, Balloon 2
63 Xx 000 Xx Xxxxxxx 0
00 Xx 000 Xx IO, Balloon 2
65 No 360 No IO, Balloon 2
66 No 360 No IO, Balloon 1
67 No 360 Yes IO, Hyper Am 1
68 No 360 No Balloon 2
69 No 360 Yes IO, Hyper Am 1
70 No 0 No Interest Only 1
71 No 360 No Balloon 2
72 No 360 No Balloon 1
73 No 300 No Balloon 2
74 No 360 No Balloon 1
75 No 360 No IO, Balloon 1
76 No 240 No Balloon 1
77 No 360 No Balloon 1
78 No 360 No Balloon 2
79 No 420 No IO, Balloon 1
80 No 360 No IO, Balloon 1
81 Xx 000 Xx Xxxxxxx 0
00 Xx 000 Xx IO, Balloon 1
83 No 360 No IO, Balloon 1
84 Xx 000 Xx Xxxxxxx 0
00 Xx 000 Xx IO, Balloon 1
86 No 0 Yes Interest Only, Hyper Am 1
87 No 0 No Interest Only 1
88 No 360 No IO, Balloon 1
89 No 360 No IO, Balloon 1
90 No 360 No IO, Balloon 1
91 No 360 No IO, Balloon 1
92 No 360 No IO, Balloon 2
93 No 0 No Interest Only 1
94 No 360 No IO, Balloon 1
95 No 0 No Interest Only 2
96 No 360 No IO, Balloon 1
97 Xx 000 Xx Xxxxxxx 0
00 Xx 000 Xx IO, Balloon 1
99 Xx 000 Xx Xxxxxxx 0
000 Xx 000 Xx IO, Balloon 2
101 No 360 No IO, Balloon 1
102 Xx 000 Xx Xxxxxxx 0
000 Xx 000 Xx IO, Balloon 1
104 Xx 000 Xx Xxxxxxx 0
000 Xx 000 Xx IO, Balloon 1
106 No 360 No IO, Balloon 1
107 No 360 No Balloon 1
108 No 360 No Balloon 1
109 No 360 No Balloon 2
110 No 360 No IO, Balloon 1
111 No 180 No Fully Amortizing 1
112 No 360 No Balloon 1
113 No 360 No Balloon 1
114 No 360 No Balloon 1
115 No 240 No Balloon 1
116 No 360 No Balloon 1
117 No 360 No Balloon 1
118 No 360 No Balloon 1
119 No 360 No Balloon 1
120 No 0 No Interest Only 1
121 No 360 No Balloon 1
122 No 360 No Balloon 1
123 No 360 No Balloon 2
124 No 360 No IO, Balloon 2
125 No 0 No Interest Only 1
126 No 360 No IO, Balloon 1
127 No 360 No IO, Balloon 1
128 No 360 No Balloon 1
129 No 360 No Balloon 1
130 No 300 No Balloon 1
131 No 360 No Balloon 1
132 No 300 No Balloon 2
133 No 360 No IO, Balloon 1
134 No 360 No Balloon 1
135 No 360 No Balloon 2
136 No 360 No IO, Balloon 1
137 Xx 000 Xx Xxxxxxx 0
000 Xx 000 Xx IO, Balloon 1
139 No 360 No IO, Balloon 1
140 Xx 000 Xx Xxxxxxx 0
000 Xx 000 Xx IO, Balloon 1
142 No 360 No IO, Balloon 1
143 No 360 No IO, Balloon 1
SCHEDULE II
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of these representations and warranties, the phrases
"to the knowledge of the Seller" or "to the Seller's knowledge" shall mean,
except where otherwise expressly set forth below, the actual state of knowledge
of the Seller or any servicer acting on its behalf regarding the matters
referred to (i) after having conducted such inquiry and due diligence into such
matters as would be customarily performed by prudent institutional commercial or
multifamily mortgage lenders, as applicable, at the time of the origination of
the particular Mortgage Loan and (ii) subsequent to such origination, utilizing
the servicing and monitoring practices customarily utilized by prudent
commercial mortgage loan servicers with respect to securitizable commercial or
multifamily, as applicable, mortgage loans, and the Seller shall have made
prudent inquiries of related servicers, and the phrases "to the actual knowledge
of the Seller" or "to the Seller's actual knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the Seller
without any express or implied obligation to make inquiry. All information
contained in documents which are part of or required to be part of a Mortgage
File (each such document, a "Loan Document") shall be deemed to be within the
knowledge and the actual knowledge of the Seller. Wherever there is a reference
to receipt by, or possession of, the Seller of any information or documents, or
to any action taken by the Seller or not taken by the Seller or its agents or
employees, such reference shall include the receipt or possession of such
information or documents by, or the taking of such action or not taking such
action by the Seller or any servicer acting on its behalf.
The Seller represents and warrants with respect to each Mortgage
Loan that, as of the date specified below or, if no such date is specified, as
of the Closing Date:
(1) Mortgage Loan Schedule. The information pertaining to each
Mortgage Loan set forth in the schedule annexed hereto as Schedule I
(the "Mortgage Loan Schedule") was true and correct in all material
respects as of the Cut-off Date.
(2) Legal Compliance - Origination, Funding and Servicing. As
of the date of its origination, and to the actual knowledge of the
Seller as of the Closing Date, such Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination, funding and
servicing of such Mortgage Loan.
(3) Good Title; Conveyance. Immediately prior to the sale,
transfer and assignment to the Purchaser, the Seller had good title
to, and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges, security interests, participation interests and/or
of any other interests or encumbrances of any nature whatsoever
(except for the Title Exceptions), and the Seller has full right,
power and authority to sell, transfer and assign each Mortgage Loan
free and clear of all such liens, claims, pledges, charges and
interests or encumbrances. The Seller has validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and
to such Mortgage Loan. The sale of the Mortgage Loans to the
Purchaser 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 Trustee and each such endorsement is genuine.
(4) No Holdbacks; Improvements Complete or Escrows
Established. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the
Mortgage Loan has been disbursed but a portion thereof is being held
in escrow or reserve accounts pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with
respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto. Any and all
requirements under each Mortgage Loan as to completion of any
on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose, have been complied with in all material
aspects or any such funds so escrowed have not been released;
provided that partial releases of such funds in accordance with the
applicable Loan Documents may have occurred.
(5) Legal, Valid and Binding Obligations. Each related
Mortgage Note, Mortgage, Assignment of Leases (if a document
separate from the Mortgage) and other agreement executed in
connection with such Mortgage Loan is a legal, valid and binding
obligation of the related Mortgagor or guarantor (subject to any
non-recourse provisions therein and any state anti-deficiency
legislation or market value limit deficiency legislation),
enforceable in accordance with its terms, except with respect to
provisions relating to default interest, late fees, additional
interest, yield maintenance charges or prepayment premiums and
except as such enforcement may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or
other laws affecting the enforcement of creditors' rights generally,
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(6) Assignment of Leases and Rents. There exists as part of
the related Mortgage File an Assignment of Leases either as a
separate document or as part of the Mortgage. Each related
Assignment of Leases creates a valid, collateral or first priority
assignment of, or a valid perfected first priority security interest
in, certain rights under the related leases, subject only to a
license granted to the related Mortgagor to exercise certain rights
and to perform certain obligations of the lessor under such leases,
including the right to operate the related Mortgaged Property and
subject to limits on enforceability described in Paragraph (5). No
Person other than the related Mortgagor owns any interest in any
payments due under the related leases. Each related Assignment of
Leases provides for the appointment of a receiver for rent, allows
the holder to enter into possession to collect rents or provides for
rents to be paid directly to the holder of the Mortgage upon an
event of default under the Mortgage Loan documents.
(7) No Offset or Defense. There is no right of offset,
abatement, diminution, or rescission or valid defense or
counterclaim with respect to any of the related Mortgage Note,
Mortgage(s) or other agreements executed in connection therewith,
except as enforcement may be limited by bankruptcy and principles of
equity and, in each case, with respect to the enforceability of any
provisions requiring the payment of default interest, late fees,
additional interest, yield maintenance charges or prepayment
premiums and, as of the Closing Date, to the Seller's actual
knowledge no such rights have been asserted.
(8) Mortgage Status; Legal, Valid and Binding Obligations.
Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee has been duly authorized,
executed and delivered in recordable form by the Seller and
constitutes the legal, valid, binding and enforceable assignment
from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors' rights
generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law);
provided, if the related assignment of Mortgage and/or assignment of
Assignment of Leases has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the Trustee will be required to be prepared or delivered
and instead, the Seller shall take all actions as are necessary to
cause the Trust to be shown as the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
Each related Mortgage and Assignment of Leases is freely assignable
upon notice to but without the consent of the related Mortgagor.
(9) Mortgage Lien. Subject to the exceptions set forth in
Paragraph (5) above, each related Mortgage is a legal, valid and
enforceable first lien on the related Mortgaged Property, subject
only to the following title exceptions (each such exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a)
the lien of current real property taxes, water charges, sewer rents
and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of
public record, none of which, individually or in the aggregate,
materially interferes with the current use or operation of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the Mortgagor's ability to pay its obligations when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) any other exceptions and exclusions (general
and specific) set forth in the mortgagee policy of title insurance
issued with respect to the Mortgage Loan, none of which,
individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations under the
Mortgage Loan when they become due or materially and adversely
affects the value of the Mortgaged Property, (d) the right of
tenants (whether under ground leases or space leases) at the
Mortgaged Property to remain following a foreclosure or similar
proceeding (provided that such tenants are performing under such
leases), and (e) if such Mortgage Loan constitutes a
Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Cross-Collateralized
Group; and such Mortgaged Property is free and clear of any
mechanics' and materialmen's liens which are prior to or equal with
the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy as described above and
to the Seller's actual knowledge no rights are outstanding that
under applicable law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage and is not bonded
over, escrowed for or covered by insurance.
(10) UCC Filings. The security agreements or other
instruments, if any, related to the Mortgage Loan establish and
create, and a UCC Financing Statement has been filed, recorded or
submitted for recording in all places required by applicable law for
the perfection of (to the extent that the filing of such a UCC
Financing Statement can perfect such a security interest), a valid
security interest in the personal property granted under such
Mortgage (and any related security agreement), except as
enforceability may be limited by bankruptcy or other laws affecting
enforcement of creditor's rights generally or by the application of
the rules of equity, and except for certain personal property and
fixtures subject to purchase money security interests and personal
property leases permitted under the terms of the Mortgage Loan. In
the case of a Mortgaged Property operated as a hotel, restaurant,
healthcare facility, nursing home, assisted living facility,
self-storage facility, theatre, mobile home park or fitness center,
such personal property includes all personal property that a prudent
institutional lender making a similar mortgage loan on like
properties would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated, and the
related perfected security interest is prior to any other security
interest that can be perfected by such UCC filing, except for
permitted purchase money security interests and leases; provided
that any such lease has been pledged or assigned to the lender and
its assigns. In the case of each Mortgage Loan secured by a hotel,
the related Loan Documents contain such provisions as are necessary
and UCC Financing Statements have been filed or submitted for filing
as necessary, in each case, to perfect a valid first priority
security interest in the related revenues with respect to such
Mortgaged Property (to the extent that a filing of such a UCC
Financing Statement can perfect such a security interest). An
assignment of each UCC Financing Statement relating to the Mortgage
Loan has been delivered by Seller in blank which the Purchaser or
Trustee, as applicable, or designee is authorized to complete and to
file in the filing office in which such UCC Financing Statement was
filed. Each Mortgage Loan and the related Mortgage (along with any
security agreement and UCC Financing Statement), together with
applicable state law, contain customary and enforceable provisions
such as to render the rights and remedies of the holders thereof
adequate for the practical realization against the personal property
described above, and the principal benefits of the security intended
to be provided thereby; provided, if the related security agreement
and/or UCC Financing Statement has been recorded in the name of MERS
or its designee, no assignment of security agreement and/or UCC
Financing Statement in favor of the Trustee will be required to be
prepared or delivered and instead, the Seller shall take all actions
as are necessary to cause the Trust to be shown as the owner of the
related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS. Notwithstanding the foregoing, no representation
is made as to the perfection of any security interest in rents or
any other personal property to the extent that the possession or
control of such items or actions other than the filing of the UCC
Financing Statement as required in order to effect such perfection.
(11) Taxes and Assessments. All taxes and governmental
assessments or charges or water or sewer bills that prior to the
Cut-off Date became due and owing in respect of each related
Mortgaged Property have been paid, or if in dispute, an escrow of
funds in an amount sufficient to cover such payments has been
established. Such taxes and assessments shall not be considered
delinquent or due and owing until the date on which interest or
penalties may first be payable thereon.
(12) Condition of Property; No Condemnation; No Encroachments.
In the case of each Mortgage Loan, one or more engineering
assessments which included a physical visit and inspection of the
Mortgaged Property were performed by an independent engineering
consultant firm and except as set forth in an engineering report
prepared in connection with such assessment, a copy of which has
been delivered to the Master Servicer, the related Mortgaged
Property is, to the Seller's knowledge as of the Closing Date, free
and clear of any damage that would materially and adversely affect
its value as security for such Mortgage Loan. If an engineering
report revealed any material damage or deficiencies, material
deferred maintenance or other similar conditions, either (a) an
escrow of funds was required or a letter of credit was obtained in
an amount equal to at least 125% of the amount estimated to effect
the necessary repairs, or such other amount as a prudent commercial
lender would deem appropriate under the circumstances sufficient to
effect the necessary repairs or maintenance or (b) such repairs and
maintenance have been completed. As of origination of such Mortgage
Loan, there was no proceeding pending, and subsequent to such date,
the Seller has no actual knowledge of, any proceeding pending for
the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. To the Seller's knowledge
(based solely on surveys (if any) and/or the lender's title policy
(or, if not yet issued, a pro forma title policy or "marked up"
commitment) obtained in connection with the origination of each
Mortgage Loan), as of the date of the origination of each Mortgage
Loan and to the Seller's knowledge as of the Cut-off Date: (a) all
of the material improvements on the related Mortgaged Property lay
wholly within the boundaries and, to the extent in effect at the
time of construction, building restriction lines of such property,
except for encroachments that are insured against by the lender's
title insurance referred to in Paragraph (13) below or that do not
materially and adversely affect the value or marketability of such
Mortgaged Property, and (b) no improvements on adjoining properties
materially encroached upon such Mortgaged Property so as to
materially and adversely affect the use or the value of such
Mortgaged Property, except those encroachments that are insured
against by the lender's title insurance referred to in Paragraph
(13) below.
(13) Title Insurance. The Seller has received an ALTA lender's
title insurance policy or an equivalent form of lender's title
insurance policy (or if such policy is not yet issued, such
insurance may be evidenced by a "marked up" pro forma policy or
title commitment, in either case marked as binding and countersigned
by the title insurer or its authorized agent either on its face or
by an acknowledged closing instruction or escrow letter) as adopted
in the applicable jurisdiction (the "Title Insurance Policy"), which
was issued by a title insurance company qualified to do business in
the jurisdiction where the applicable Mortgaged Property is located
to the extent required, insuring the portion of each Mortgaged
Property comprised of real estate and insuring the originator of
such Mortgage Loan and its successors and assigns (as sole insureds)
that the related Mortgage is a valid first lien in the original
principal amount of the related Mortgage Loan on the Mortgagor's fee
simple interest (or, if applicable, leasehold interest) in such
Mortgaged Property comprised of real estate, subject only to the
Title Exceptions. Such Title Insurance Policy was issued in
connection with the origination of the related Mortgage Loan. No
claims have been made under such Title Insurance Policy. Such Title
Insurance Policy is in full force and effect, provides that the
insured includes the owner of the Mortgage Loan and all premiums
thereon have been paid. Immediately following the transfer and
assignment of the related Mortgage Loan to the Trustee (including
endorsement and delivery of the related Mortgage Note to the
Purchaser), such Title Insurance Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the
benefit of the Purchaser and its successors and assigns without
consent or notice to the title insurer. The Seller has not done, by
act or omission, anything that would impair the coverage under such
Title Insurance Policy. Such Title Insurance Policy contains no
exclusion for, or it affirmatively insures (unless the related
Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available), (a) access to a public
road, (b) that there are no encroachments of any part of the
building thereon over easements, and (c) that the area shown on the
survey is the same as the property legally described in the related
Mortgage.
(14) Insurance. All improvements upon each Mortgaged Property
securing a Mortgage Loan are insured by all insurance coverage
required under each related Mortgage, which insurance covered such
risks as were customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the
jurisdiction in which such Mortgaged Property is located. Each
Mortgaged Property was covered by a fire and extended perils
included under the classification "All Risk of Physical Loss"
insurance (or the equivalent) policy in an amount at least equal to
the lesser of the outstanding principal balance of such Mortgage
Loan and 100% of the 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
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, in the reasonable
judgement of the Seller, will cover no less than twelve (12) months
of rental income). 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) (an "SFH Area"), and
flood insurance was available, a flood insurance policy meeting the
requirements of the then current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least
of (a) the minimum amount required, under the terms of coverage, to
compensate for any damage or loss on a replacement basis, (b) the
outstanding principal balance of such Mortgage Loan, and (c) the
maximum amount of insurance available under the applicable National
Flood Insurance Administration Program. Each Mortgaged Property and
all improvements thereon are also covered by comprehensive general
liability insurance in such amounts as are generally required by
reasonably prudent commercial lenders for similar properties; if any
Mortgaged Property is located in the state of California or in a
"seismic zone" 3 or 4, a seismic assessment was conducted (except in
the case of mobile home parks) at the time of originations and
seismic insurance was obtained to the extent such Mortgaged Property
has a PML of greater than twenty percent (20%) calculated using at
least a 450 a year look back with a 10% probability of exceedance in
a 50 year period; all properties in Florida and within 25 miles of
the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North
Carolina and South Carolina have windstorm insurance; any
nonconformity with applicable zoning laws and ordinances (1) is not
a material nonconformity and does not materially and adversely
affect the use, operation or value of the Mortgaged Property, (2)
constitutes a legal non-conforming use or structure which, in the
event of casualty or destruction, may be restored or repaired to
materially the same extent of the use or structure at the time of
such casualty, (3) is covered by law and ordinance insurance in an
amount customarily required by reasonably prudent commercial or
multifamily, as applicable, mortgage lenders, (4) is covered by a
zoning endorsement covering any loss to the mortgagee resulting from
such non-conformity or (5) is covered by insurance that will provide
proceeds that, together with the value of the related land, will be
sufficient to repay the Mortgage Loan; and 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 rating from Standard & Poor's,
Xxxxx'x or Fitch of not less than A-minus (or the equivalent), or
from A.M. Best of not less than "A:V" (or the equivalent). At
origination, and to the Seller's knowledge as of the Closing Date,
such insurance was, or is, as applicable, in full force and effect
with respect to each related Mortgaged Property and no notice of
termination or cancellation with respect to any such insurance
policy has been received by the Seller; and except for certain
amounts not greater than amounts which would be considered prudent
by an institutional commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related Loan
Documents, any insurance proceeds in respect of a casualty loss will
be applied either to (1) the repair or restoration of the related
Mortgaged Property with the mortgagee or a third party custodian
acceptable to the mortgagee having the right to hold and disburse
the proceeds as the repair or restoration progresses, other than
with respect to amounts that are customarily acceptable to
commercial and multifamily mortgage lending institutions, or (2) the
reduction of the outstanding principal balance of the Mortgage Loan.
The insurer with respect to each policy is qualified to write
insurance in the relevant jurisdiction to the extent required. 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 30 days' prior written notice to the mortgagee (or,
with respect to nonpayment, 10 days' prior written notice to the
mortgagee) or such lesser period as prescribed by applicable law;
and no such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. With respect to
each Mortgage Loan, the related Mortgage requires that the related
Borrower or a tenant of such Borrower maintain insurance as
described above or permits the mortgagee to require insurance as
described above. Except under circumstances that would be reasonably
acceptable to a prudent commercial mortgage lender after September
11, 2001 or that would not otherwise materially and adversely affect
the security intended to be provided by the related Mortgage, for
each Mortgage Loan, (A) the related all risk property casualty
insurance policy and business interruption policy do not exclude
acts of terrorism, or any related damage claims or (B) Borrower has
obtained insurance satisfying the above coverage requirements
against damage and business interruption resulting from acts of
terrorism, from coverage as of the later of (i) the date of
origination of the Mortgage Loan and (ii) the date as of which the
policy was renewed or amended, and the related Loan Documents do not
expressly prohibit or waive such coverage, except to the extent that
any right to require such coverage may be limited by commercially
reasonable availability. The Mortgage for each Mortgage Loan
provides 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 the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the
related Mortgage may entitle the related Borrower to any portion of
such proceeds remaining after the repair or restoration of the
related Mortgaged Property or payment of amounts due under the
Mortgage Loan; and provided, further, that, if the related Borrower
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 Paragraph (44) below).
(15) No Material Defaults. Other than payments due but not yet
30 days or more delinquent (A) there exists no material default,
breach, violation or event of acceleration under the related Loan
Documents and (B) since the date of origination of such Mortgage
Loan, there has been no declaration by the Seller or prior holder of
such Mortgage Loan of an event of acceleration under the related
Loan Documents, and (C) to Seller's actual knowledge no event which,
with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default, breach,
violation or event of acceleration under any of such documents has
occurred and is continuing; the Seller has not waived any material
default, breach, violation or event of acceleration under any of
such documents; and under the terms of each Mortgage Loan, each
related Mortgage Note, each related Mortgage and the other Loan
Documents in the related Mortgage File, no person or party other
than the mortgagee may declare an event of default or accelerate the
related indebtedness under the Loan Documents; provided, however,
that this representation and warranty does not address or otherwise
cover any default, breach, violation or event of acceleration that
specifically pertains to the subject matter otherwise covered by any
other representation and warranty made by the Seller in this
Schedule II.
(16) Payment Record. Each Mortgage Loan is not, and in the
prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months) has not been, 30
days or more past due in respect of any Monthly Payment without
giving effect to any applicable grace or cure period.
(17) Additional Collateral. The related Loan Documents do not
provide for or permit, without the prior written consent of the
holder of the Mortgage Note, each related Mortgaged Property to
secure any other promissory note or obligation, other than another
Mortgage Loan.
(18) Qualified Mortgage. Each Mortgage Loan constitutes a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule in Treasury Regulations
1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage, or any substantially similar successor provision) and the
related Mortgaged Property, if acquired by a REMIC in connection
with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section
860G(a)(8), assuming compliance with all of the requirements of a
"foreclosure property" under Section 856(e)(4) by the Trustee, the
Master Servicer, the Special Servicer, as applicable, and their
respective agents, but without regard to the holding period
requirements set forth in Section 856(e)(2). Prepayment Premiums and
yield maintenance charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
(19) Environmental Conditions. One or more property condition
or engineering reports (relating to lead-based paint, asbestos and
radon gas) or environmental site assessments meeting the
requirements of the American Society for Testing and Materials in
effect at the time the related report was or the related reports
were prepared covering all environmental hazards typically assessed
for similar properties including use, type and tenants of the
Mortgaged Property (an "Environmental Report"), or an update of such
an assessment, was performed by an experienced licensed (to the
extent required by applicable state law) environmental consulting
firm with respect to each Mortgaged Property securing a Mortgage
Loan in connection with the origination of such Mortgage Loan and
thereafter updated such that, (a) such Environmental Report is dated
no earlier than twelve months prior to the Closing Date, (b) a copy
of each such Environmental Report has been delivered to the
Purchaser; and (c) either: (i) no such Environmental Report provides
that as of the date of the report there is a material violation of
any applicable environmental laws with respect to any 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) a party not related
to the related Mortgagor with financial resources reasonably
adequate to cure the subject violation in all material respects was
identified as the responsible party for such condition or
circumstance, (B) the related Mortgagor was required to provide
additional security adequate to cure the subject violation in all
material respects and to obtain an operations and maintenance plan,
(C) such conditions or circumstances were investigated further and
based upon such additional investigation, an independent
environmental consultant recommended no further investigation or
remediation, or recommended only the implementation of an operations
and maintenance program, which the Mortgagor is required to do, (D)
there exists an escrow of funds reasonably estimated to be
sufficient for purposes of effecting such remediation, (E) the
related Mortgaged Property is insured under a policy of insurance
against losses arising from such circumstances and conditions, (F)
the circumstance or condition has been fully remediated, (G) the
related Mortgagor provided a "no further action" letter or other
evidence acceptable to the Seller and that would be acceptable to a
reasonably prudent 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
condition or circumstance, (H) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is the lesser
of (a) 2% of the outstanding principal balance of the related
Mortgage Loan and (b) $200,000, (I) the related Mortgagor or another
responsible party is currently taking such actions, if any, with
respect to such circumstances or conditions as have been required by
the applicable governmental regulatory authority, or (J) a
responsible party with financial resources reasonably adequate to
cure the violation provided a guaranty or indemnity to the related
Mortgagor to cover the costs of any required investigation, testing,
monitoring or remediation. 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 any Mortgaged Property not revealed in any such Environmental
Report, where obtained, or in any Mortgagor questionnaire delivered
to Seller at the issue of any related environmental insurance
policy, if applicable, that render such Mortgaged Property in
material violation of any applicable environmental laws. The
Mortgage, or other Loan Document in the Mortgage File, for each
Mortgage Loan encumbering the Mortgaged Property requires the
related Mortgagor to comply and cause the Mortgaged Property to
comply with all applicable federal, state and local environmental
laws and regulations. The Seller has not taken any action which
would cause the Mortgaged Property not to be in compliance with all
federal, state and local laws pertaining to environmental hazards or
which could subject the Seller or its successors and assigns to
liability under such laws. Each Mortgagor represents and warrants in
the related Loan Documents generally to the effect that except as
set forth in certain specified environmental reports and to the best
of its knowledge that as of the date of origination of such Mortgage
Loan, there were no hazardous materials on the related Mortgaged
Property, and that the Mortgagor 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 an affiliate thereof) has agreed to indemnify, defend
and hold the Seller and its successors and assigns harmless from and
against, or otherwise be liable for, any and all losses resulting
from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage
Loan, generally including any and all losses, liabilities, damages,
injuries, penalties, fines, expenses and claims of any kind or
nature whatsoever (including without limitation, attorneys' fees and
expenses) paid, incurred or suffered by or asserted against, any
such party resulting from such breach.
(20) Customary Mortgage Provisions. The related Loan Documents
contain customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the benefits of the
security, including realization by judicial or, if customary,
non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of
principles of equity, and there is no exemption available to the
Mortgagor which would interfere with such right to foreclose except
any statutory right of redemption or as may be limited by
anti-deficiency laws or by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights
generally, and by general principals of equity (regardless of
whether such enforcement is considered in a proceeding in equity or
at law).
(21) Bankruptcy. No Mortgaged Property, nor any material
portion thereof, is the subject of and no Mortgagor is a debtor in
any state or federal bankruptcy or insolvency or similar proceeding.
(22) Whole Loan; Interest Only; No Equity Participation or
Contingent Interest. Each Mortgage Loan is a whole loan and not a
participation interest in a loan. 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, has a shared appreciation
feature, provides for any contingent or additional interest in the
form of participation in the cash flow of the related Mortgaged
Property, or provides for interest-only payments without principal
amortization (except as disclosed in the Prospectus Supplement) or
for the negative amortization of interest, except that, in the case
of an ARD Loan, such Mortgage Loan provides that, during the period
commencing on or about the related Anticipated Repayment Date and
continuing until such Mortgage Loan is paid in full, (a) additional
interest shall accrue and may be compounded monthly and shall be
payable only after the outstanding principal of such Mortgage Loan
is paid in full, and (b) subject to available funds, a portion of
the cash flow generated by such Mortgaged Property will be applied
each month to pay down the principal balance thereof in addition to
the principal portion of the related Monthly Payment. Neither the
Seller nor any affiliate thereof has any obligation to make any
capital contribution to the Mortgagor under the Mortgage Loan or
otherwise nor holds any equity interest in any Mortgagor.
(23) Transfers and Subordinate Debt. The Mortgage Loan does
not permit the related Mortgaged Property or any interest therein,
including any ownership interest in the Mortgagor, to be encumbered
by any mortgage lien or other encumbrance except the related
Mortgage or the Mortgage of another Mortgage Loan without the prior
written consent of the holder thereof. To Seller's knowledge, as of
origination, and, to the Seller's actual knowledge as of the Closing
Date, 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 Loan Documents require the Mortgagor to
pay all reasonable costs and expenses related to any required
consent to any transfer or encumbrance, including reasonable legal
fees and expenses and any applicable Rating Agency fees. The Loan
Documents contain a "due on sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of the
Mortgage Loan if, without the prior written consent of the holder of
the Mortgage, either the related Mortgaged Property, or any direct
equity interest in the related Mortgagor, is directly or indirectly
pledged, transferred or sold, other than by reason of family and
estate planning transfers, transfers of less than a controlling
interest in the Mortgagor, issuance of non-controlling new equity
interests, transfers that are subject to the holder's approval of
transferee and satisfaction of certain conditions specified in the
Loan Documents, 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 Mortgaged Loans or
multi-property Mortgage Loans or transfers of a similar nature to
the foregoing meeting the requirements of the Mortgage Loan.
(24) Waivers and Modification. The terms of the related Loan
Documents have not been waived, modified, altered, satisfied,
impaired, canceled, subordinated or rescinded in any material
respect, except pursuant to a written instrument duly submitted for
recordation, to the extent required, and specifically included in
the related Mortgage Loan File. No alterations, waivers,
modifications or assumptions of any kind have been given, made or
consented to by or on behalf of the Seller since August 27, 2007.
The Seller has not taken any intentional action that would cause the
representations and warranties of the related Mortgagor under the
Mortgage Loan not to be true and correct in any material respect.
(25) Inspection. Each related Mortgaged Property was inspected
by or on behalf of the related originator within the 12 months prior
to the Closing Date.
(26) Releases of Mortgaged Property. Since origination, no
portion of the related Mortgaged Property has been released from the
lien of the related Mortgage, in any manner which materially and
adversely affects the value, use or operation of the Mortgaged
Property or materially interferes with the security intended to be
provided by such Mortgage. The terms of the related Mortgage do not
provide for release of any material portion of the Mortgaged
Property from the lien of the Mortgage except (a) in consideration
of payment therefor equal to not less than 125% of the related
allocated loan amount of such Mortgaged Property specifically set
forth in the related Loan Documents, (b) upon payment in full of
such Mortgage Loan, (c) Mortgage Loans which permit defeasance by
means of substituting for the Mortgaged Property (or, in the case of
a Mortgage Loan secured by multiple Mortgaged Properties, one or
more of such Mortgaged Properties) "government securities" within
the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) sufficient to
pay the Mortgage Loans in accordance with their terms, (d) Mortgage
Loans which permit the related Mortgagor to substitute a replacement
property subject to the satisfaction of enumerated conditions that
would be acceptable to a reasonably prudent commercial or
multifamily, as applicable, lender, but which do not include the
consent or approval of the lender to the substitution or the
substitute property, or (e) a portion of the Mortgaged Property that
was not given any value in connection with either the initial
underwriting or appraisal of the Mortgage Loan.
(27) Defeasance. With respect to any Mortgage Loan that
contains a provision for any defeasance of mortgage collateral (a
"Defeasance Loan"), the related Mortgage Note, Mortgage or other
related Loan Document contained in the Mortgage File, provides that
the defeasance option is not exercisable prior to a date that is at
least two (2) years following the Closing Date and is otherwise in
compliance with applicable statutes, rules and regulations governing
REMICs; requires prior written notice to the holder of the Mortgage
Loan of the exercise of the defeasance option and payment by
Mortgagor of all related fees, costs and expenses as set forth
below; requires, or permits the lender to require, the Mortgage Loan
(or the portion thereof being defeased) to be assumed by a
single-purpose entity; and requires delivery of a legal opinion that
the Trustee has a perfected security interest in such collateral
prior to any other claim or interest. In addition, each Mortgage
loan that is a Defeasance Loan permits defeasance only with
substitute collateral constituting "government securities" within
the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount
sufficient to make all scheduled payments under the Mortgage Note
(or the portion thereof being defeased) either through and including
the maturity date of the Mortgage Loan or to the first date that the
Borrower can prepay the Mortgage Loan without prepayment premium,
and in the case of ARD Loans, assuming the Anticipated Repayment
Date is the Stated Maturity Date. Further, the Mortgage or other
related Loan Document contained in the Mortgage File requires that
an independent certified public accountant certify that such
government securities are sufficient to make all such scheduled
payments when due. To Seller's actual knowledge, defeasance under
the Mortgage Loan is only for the purpose of facilitating the
release of the Mortgaged Property and not as a part of an
arrangement to collateralize a REMIC with obligations that are not
real estate mortgages. With respect to each Defeasance Loan, the
related Mortgage or other related Loan Document provides that the
related Mortgagor shall (or permits the mortgagee to require the
Mortgagor to) (a) pay all Rating Agency fees associated with
defeasance (if Rating Agency approval is a specific condition
precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and
opinions of counsel, or (b) provide all opinions reasonably required
by the mortgagee under the related Loan Documents, including, if
applicable, a REMIC opinion and a perfection opinion and any
applicable rating agency letters confirming no downgrade or
qualification of ratings on any classes in the transaction.
Additionally, for any Mortgage Loan having a Cut-off Date Balance
equal to or greater than $20,000,000, the Mortgage Loan or the
related documents require (or permit the mortgagee to require)
confirmation from the Rating Agency that exercise of the defeasance
option will not cause a downgrade or withdrawal of the rating
assigned to any securities backed by the Mortgage Loan and require
(or permit the mortgagee to require) the Mortgagor to pay any Rating
Agency fees and expenses.
(28) Local Law Compliance; Non-Conforming Uses or
Improvements. To the Seller's knowledge as of the date of
origination of such Mortgage Loan, and, to the Seller's actual
knowledge, as of the Cut-off Date the Mortgaged Property and the
improvements located on or forming part of, and the existing use of,
each Mortgaged Property securing a Mortgage Loan was or are, as
applicable, in material compliance with all applicable zoning laws
including parking and ordinances, building codes and land laws
applicable to the Mortgaged Property or the use and occupancy
thereof 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, either law and ordinance
insurance coverage has been obtained in amounts adequate to avoid
loss to the mortgagee, or such non-compliance and failure does not
materially and adversely affect the value of the related Mortgaged
Property).
(29) (reserved)
(30) Single-Purpose Entity. Each Mortgage Loan with an
original principal balance over $5,000,000 requires the Mortgagor to
be for at least for so long as the Mortgage Loan is outstanding, and
to Seller's actual knowledge each Mortgagor is, a Single-Purpose
Entity. For this purpose, "Single-Purpose Entity" means a person,
other than an individual, whose organizational documents provide,
and/or which entity represented and covenanted in the related Loan
Documents, substantially to the effect that such Mortgagor (i) is
formed or organized solely for the purpose of owning and operating
the related Mortgaged Property or Properties; (ii) does not engage
in any business unrelated to such Mortgaged Property or Properties
and the financing thereof; (iii) does not and will not have any
material assets other than those related to its interest in such
Mortgaged Property or Properties or the financing thereof; (iv) does
not and will not have any indebtedness other than as permitted by
the related Mortgage or other related Loan Documents; (v) maintains
its own books, records and accounts, in each case which are separate
and apart from the books, records and accounts of any other person;
and (vi) holds itself out as being a legal entity, separate and
apart from any other person. In addition, with respect to all
Mortgage Loans with an original principal balance of $15,000,000 or
more, the Mortgagor's organizational documents provide substantially
to the effect that the Mortgagor shall: observe all entity level
formalities and record keeping; conduct business in its own name;
not guarantee or assume the debts or obligations of any other
person; not commingle its assets or funds with those of any other
person; prepare separate tax returns and financial statements, or if
part of a consolidated group, be shown as a separate member of such
group; transact business with affiliates on an arm's length basis
pursuant to written agreements; hold itself out as being a legal
entity, separate and apart from any other person and such
organizational documents provide that: any dissolution or winding up
or insolvency filing for such entity is prohibited or requires the
unanimous consent of an independent director or member or all
partners or members, as applicable; such documents may not be
amended with respect to the Single-Purpose Entity requirements
without the approval of the mortgagee or rating agencies; and the
Mortgagor shall have an outside independent director or member. The
Mortgage File for each such Mortgage Loan having an original
principal balance of $20,000,000 or more contains a counsel's
opinion regarding non-consolidation of the Mortgagor in any
insolvency proceeding involving its equity owner or group of equity
owners having an equity interest greater than 49%. To Seller's
actual knowledge, each Mortgagor has fully complied with the
requirements of the related Mortgage Loan and Mortgage and the
Mortgagor's organizational documents regarding Single-Purpose-Entity
status. The organization documents of any Mortgagor on a Mortgage
Loan having an original principal balance of $15,000,000 or more
which is a single member limited liability company provide that the
Mortgagor shall not dissolve or liquidate upon the bankruptcy,
dissolution, liquidation or death of the sole member.
(31) No Advances. No advance of funds has been made after
origination, directly or indirectly, by the Seller to the Mortgagor
and, to the Seller's knowledge, no funds have been received from any
person other than the Mortgagor, for or on account of payments due
on the Mortgage Note or the Mortgage.
(32) Litigation or Other Proceedings. To Seller's knowledge,
as of origination there were no, and to the Seller's actual
knowledge, as of the Closing Date, there are no, pending actions,
suits, litigation, arbitration or other proceedings by or before any
court, arbitrator or governmental authority against the Mortgagor
(or any related guarantor to the extent the Seller would consider
such guarantor material to the underwriting or such Mortgage Loan)
under any Mortgage Loan or the related Mortgaged Property that could
reasonably be expected to materially and adversely affect the value
of the Mortgaged Property as security for such Mortgage Loan, the
Mortgagor's ability to pay principal, interest or any other amounts
due under such Mortgage Loan or such guarantor's ability to meet its
obligations under the related Loan Documents.
(33) No Usury. The Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan
(other than an ARD Loan after the Anticipated Repayment Date) is a
fixed rate, and complied as of the date of origination with, or was
exempt from, applicable state or federal laws, regulations and other
requirements pertaining to usury.
(34) 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 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 and all such fees and expenses are
the obligation of the Mortgagor under the Mortgage.
(35) Other Collateral; Cross-Collateralization. The related
Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other
Mortgage Loans sold pursuant to this Agreement.
(36) (reserved)
(37) Escrow Deposits. All escrow deposits and payments
required pursuant to the Loan Documents are in the possession, or
under the control, of the Seller or its agent and there are no
deficiencies in connection therewith, and all such escrows, deposits
and payments will be conveyed by the applicable Seller to the
Purchaser and identified as such with appropriate detail on the
Closing Date.
(38) Licenses and Permits. The Mortgage Loan requires the
related Mortgagor, to the extent required by law, to be qualified to
do business, and requires the related Mortgagor and the related
Mortgaged Property to be in material compliance with all
regulations, licenses, permits, authorizations, restrictive
covenants and zoning and building laws, in each case to the extent
required by law or to the extent that the failure to be so qualified
or in compliance would have a material and adverse effect upon the
enforceability of the Mortgage Loan or upon the practical
realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby. To the
Seller's knowledge, as of the date of origination of each Mortgage
Loan based on any of: (i) a letter from governmental authorities,
(ii) a legal opinion, (iii) an endorsement to the related Title
Insurance Policy, (iv) a zoning report from a zoning consultant, or
(v) other due diligence that the originator of the Mortgage Loan
customarily performs in the origination of comparable mortgage
loans, and to the Seller's actual knowledge as of the Closing Date,
the related Mortgagor was in possession of all material licenses,
permits and franchises required by applicable law for the ownership
and operation of the related Mortgaged Property as it was then
operated or such material licenses and permits have otherwise been
issued.
(39) Origination, Servicing and Collection Practices. The
origination (or acquisition, as the case may be), collection, and
the servicing practices used by the Seller and its affiliates or
contractors engaged by it with respect to the Mortgage Loan have
been in all respects legal and have met customary standards utilized
by prudent commercial or multifamily, as applicable, lenders and
servicers.
(40) Borrower Organization. Each Borrower that is an entity is
organized under the laws of a state of the United States of America.
(41) Non-Recourse Exceptions. Each Mortgage Loan is
non-recourse, except that the Mortgagor and either: a principal of
the Mortgagor or other natural person, with assets other than any
interest in the Mortgagor, has agreed to be jointly and severally
liable for all liabilities, expenses, losses, damages, expenses or
claims suffered or incurred by the holder of the Mortgage Loan by
reason of or in connection with: (i) any fraud or material
misrepresentation by the Mortgagor, (ii) misapplication or
misappropriation of rents, insurance proceeds or condemnation awards
or (iii) violation of applicable environmental laws or breaches of
environmental covenants. No waiver of liability for such
non-recourse exceptions has been granted to the Mortgagor or any
such guarantor or principal by the Seller or anyone acting on behalf
of the Seller.
(42) Separate Tax Parcels. Each Mortgaged Property constitutes
one or more separate tax lots (or will constitute separate tax lots
when the next tax maps are issued), or, in certain instances, an
application has been made to the applicable governing authority for
creation of separate tax lots that shall be effective for the next
tax year (and, with respect to tax parcels for which such
application has been made, prior to the creation of such separate
tax lots, taxes are being escrowed for the entire existing tax
parcel), or is subject to an endorsement under the related Title
Insurance Policy insuring for losses arising from any claim that the
Mortgaged Property is not one or more separate tax lots.
(43) Financial Statements. Each Mortgage or related Loan
Documents requires the Mortgagor upon request to provide the owner
or holder of the Mortgage with quarterly (except for Mortgage Loans
with an original principal balance less than $3,000,000) and annual
operating statements (or a balance sheet statement of income and
expenses and a statement of changes in financial position), and such
additional information regarding the Mortgagor and the Mortgaged
Property as the owner or holder of the Mortgage may request which
annual financial statements for all Mortgage Loans with an original
principal balance greater than $20,000,000 shall be audited by an
independent certified public accountant upon the request of the
holder of the Mortgage Loan.
(44) Fee/Leasehold Properties. Each Mortgage Loan is secured
by the fee interest in the related Mortgaged Property, except that
with respect to Mortgage Loans that are secured by the interest of
the related Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease") (the term Ground Lease shall
mean such ground lease, all written amendments and modifications,
and any related estoppels or agreements from the ground lessor and,
in the event the Mortgagor's interest is a ground subleasehold,
shall also include not only such ground sublease but also the
related ground lease), but not by the related fee interest in such
Mortgaged Property (the "Fee Interest") and:
(a) Such Ground Lease or a memorandum thereof has been
duly recorded; such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage and
does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns, in a manner that would
materially adversely affect the security provided 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 written instruments which are a part of the
related Mortgage File;
(b) 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
Title Exceptions, and provides that it shall remain prior to
any mortgage or other lien upon the related Fee Interest;
(c) The Mortgagor's interest in such Ground Lease is
assignable to the mortgagee and its successors and assigns
upon notice to, but without the consent of, the lessor
thereunder (or, if such consent is required, it has been
obtained prior to the Closing Date) and, in the event that it
is so assigned, is further assignable by the mortgagee and its
successors and assigns upon notice to, but without the need to
obtain the consent of, such lessor;
(d) Such Ground Lease is in full force and effect, and
the Seller has not received as of the Closing Date notice (nor
is the Seller otherwise aware) that any default has occurred
under such Ground Lease;
(e) Seller or its agent has provided the lessor under
the Ground Lease with notice of its lien, and such Ground
Lease requires the lessor to give notice of any default by the
lessee to the mortgagee, and such Ground Lease, or an estoppel
letter received by the mortgagee from the lessor, further
provides that no notice of termination given under such Ground
Lease is effective against such mortgagee unless a copy has
been delivered to such mortgagee in the manner described in
such Ground Lease;
(f) 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 written
notice of any such default, before the lessor thereunder may
terminate such Ground Lease, and all of the rights of the
Mortgagor under such Ground Lease and the related Mortgage
(insofar as it relates to the Ground Lease) may be exercised
by or on behalf of the mortgagee;
(g) Such Ground Lease has a current term (including one
or more optional renewal terms, which, under all
circumstances, may be exercised, and will be enforceable, by
the Seller and its successors and assigns) which extends not
less than the greater of 10 years beyond the amortization term
and 20 years beyond the Stated Maturity Date for the related
Mortgage Loan (or, with respect to any Mortgage Loan with an
Anticipated Repayment Date, 10 years beyond the amortization
term);
(h) Such Ground Lease requires the lessor to enter into
a new lease with the mortgagee under such Mortgage Loan upon
termination of such Ground Lease for any reason, including
rejection of such Ground Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related
Loan Documents, taken together, any related insurance proceeds
or condemnation award that is awarded 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 under such Mortgage Loan 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 such
Mortgage Loan together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions
on subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender; and such
Ground Lease contains a covenant that the lessor thereunder is
not permitted, in the absence of an uncured default, to
disturb the possession, interest or quiet enjoyment of any
lessee in the relevant portion of the Mortgaged Property
subject to such Ground Lease for any reason, or in any manner,
which would materially adversely affect the security provided
by the related Mortgage;
(k) Such Ground Lease may not be amended or modified
without the prior consent of the mortgagee under such Mortgage
Loan and that any such action without such consent is not
binding on such mortgagee, its successors or assigns;
(l) The terms of such Ground Lease have not been waived,
modified, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the
security intended to be provided by the related Mortgage.
(45) Fee Simple Interest. Except with respect to the Mortgage
Loans secured by Ground Leases, each of the Mortgagors (or its
affiliates) has title in the fee simple interest in each related
Mortgaged Property.
(46) ARD Loans. Each ARD Loan requires scheduled monthly
payments of principal; if any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming that it is not otherwise in
default, the rate at which such Mortgage Loan accrues interest will
increase to the sum of the original Mortgage Rate and a specified
margin not less than 2 percent (2%); the Anticipated Repayment Date
of any such Mortgage Loan is not less than 7 years from the date of
origination; and after the Anticipated Repayment Date, the Loan
Documents provide that excess cash flow after payment of expenses,
including scheduled interest and capital expenditures approved by
the lender, will be used to repay principal.
(47) Authorization in Jurisdiction. To the extent required
under applicable law as of the date of origination, and necessary
for the enforceability or collectability of the Mortgage Loan, the
originator of such Mortgage Loan was authorized to do business in
the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.
(48) No Negative Amortization; No Capital Contribution; No
Financing for Incomplete Improvements. No Mortgage Loan, other than
an ARD Loan (and then only after the Anticipated Repayment Date for
such ARD Loan), provides for the negative amortization of interest.
Neither the Seller nor any affiliate thereof has any obligation to
make any capital contributions to the Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the purpose of
financing the construction of incomplete improvements on the related
Mortgaged Property other than tenant improvements.
(49) No Fraud. Neither the Seller, the originator, nor any
employee or agent of the Seller or the originator has participated
in any fraud or intentional material misrepresentation with respect
to the Mortgagor, the Mortgaged Property or any guarantor. To
Seller's actual knowledge, no Mortgagor or guarantor is guilty of
defrauding or making an intentional material misrepresentation to
the Seller with respect to the origination of the Mortgage Loan, the
Mortgagor or the Mortgaged Property.
(50) Grace Periods. The related Mortgage or Mortgage Note
provides a grace period for delinquent Monthly Payments no longer
than 10 days from the applicable Due Date other than as disclosed in
the Mortgage Loan Schedule.
(51) Appraisals. The Mortgage File contains an appraisal of
the related Mortgaged Property, which appraisal is signed by an
appraiser, who, to the Seller's knowledge, had no interest, direct
or indirect, in the Mortgaged Property or the Mortgagor or in any
loan made on the security thereof, and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan; the
appraisal or a supplemental letter from the appraiser states that
the appraisal satisfies the appraisal guidelines set forth in Title
XI of the Financial Institutions Reform, Recovery and Enforcement
Act of 1989 (as amended), all as in effect on the date the Mortgage
Loan was originated.
(52) Mortgagor Concentration. Except as disclosed in the
Prospectus Supplement, (a) no Mortgagor is the Mortgagor with
respect to more than one Mortgage Loan and (b) to the Seller's
knowledge, no group of Mortgage Loans with affiliated Mortgagors
have an aggregate principal balance equaling more than $260,980,393.
(53) Environmental Insurance Policies. If the Mortgaged
Property securing any Mortgage Loan is covered by a secured creditor
environmental insurance policy, then:
(a) 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; and
(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 with respect to (i) and (ii) to the
extent required by such policy or to the extent 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;
(b) all premiums for such insurance have been paid;
(c) has a term not less than 5 years beyond the term of
the Mortgage Loan (or 5 years beyond the Anticipated Repayment
Date with respect to an ARD Loan) and is not cancelable during
such term; and
(d) such insurance is in full force and effect.
If the Mortgage Loan is listed on Schedule IIA(53) and
the environmental insurance for such Mortgage Loan is not a
secured creditor policy but was required to be obtained by the
Mortgagor, then the holder of the Mortgage Loan is entitled to
be an additional insured under such policy, all premiums have
been paid, such insurance is in full force and effect, such
policy may not be cancelled or amended without the consent of
the Seller or its successors and assigns and, to the Seller's
knowledge, the Mortgagor has made the disclosures and complied
with the requirements of clauses (a) and (b) of this Paragraph
(53).
(54) Access. The Mortgaged Property is located on or adjacent
to a public road, or has access to an irrevocable easement
permitting ingress and egress.
SCHEDULE IIA
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE BANK OF AMERICA MORTGAGE LOANS
REPRESENTATION 4
No Holdbacks; Improvements Complete or Escrows Established.
--------------------------------------------------------------------------------
000 Xxxxxxxxxx Xxxxx (3407227) A debt service reserve account in the amount
of $717,500 was established upon the closing
date of the related Mortgage Loan. Sums in
the debt service reserve account (except for
the CPT Leasing Reserve Deposit (defined
below)) will be disbursed to the related
Borrower on the date which is at least 12
months from the closing date of the Mortgage
Loan (the "Debt Service Reserve Release Date")
provided that, among other things, the debt
service coverage ratio for the Mortgaged
Property equals or exceeds 1.10x. Upon the
release of funds from the Debt Service Reserve
Account, mortgagee will retain the sum of
$80,000.00 (the "CPT Leasing Reserve Deposit")
and transfer the CPT Leasing Reserve Deposit
into the CPT Reserve Account (as defined in
the related loan agreement). The closing date
of the related Mortgage Loan was June 22, 2007.
--------------------------------------------------------------------------------
Foothill Views Apartments $244,000 of the original principal balance of
(3407130) the related Mortgage Loan has been reserved.
Such amount will be released in the event that
the average net rental income is equal to or
greater than $101,000 on or before the date
that is 6 months after the closing date of the
related Mortgage Loan. The closing date of
the related Mortgage Loan occurred on June 28,
2007 (the "Closing Date").
If the Holdback Reserve Funds (as defined in
the related loan agreement) are not disbursed
to the related Borrower within 6 months of the
Closing Date, upon satisfaction of certain
conditions, the Holdback Release Funds will be
released to the related Borrower (up to 18
months after the Closing Date) in an amount
equal to the amount by which the Holdback
Reserve Funds exceed the positive difference
between (i) the outstanding principal balance
of the Mortgage Loan and (ii) the principal
balance of the Mortgage Loan which would
support a debt service coverage ratio of
1.10x.
If the Holdback Reserve Funds are not
disbursed to the related Borrower within 18
months of the Closing Date, the mortgagee may
apply the Holdback Reserve Funds to the
Mortgage Loan.
--------------------------------------------------------------------------------
Walgreen's Center (3402719) There is a holdback reserve account in the
amount of $1,270,000 ("Holdback Reserve
Funds"). Borrower is required to make up to
(but not more than) two disbursements of the
Holdback Reserve Funds in an amount equal to
the amount by which the Holdback Reserve Funds
exceed the positive difference between (i) the
then-outstanding principal balance of the
Mortgage Loan and (ii) the principal balance
of the Mortgage Loan which would support a
debt service coverage ratio of 1.15x, provided
that certain conditions set forth in the
related mortgage loan agreement are met,
including, but not limited to, the Borrower's
delivery of all certifications, materials and
information required by the related mortgagee
in connection with the release.
Notwithstanding the foregoing, the Holdback
Reserve Funds will be released to the Borrower
in their entirety upon the mortgagee's receipt
of certain information regarding the tenant
known as Breckinridge Group, Inc. or another
acceptable replacement tenant, including, but
not limited to, an estoppel certificate for
such tenant setting forth that the tenant's
lease is in full force and effect.
If, following the satisfaction of the
conditions in the related loan agreement for
disbursement of a portion of the Holdback
Reserve Funds, less than all of the Holdback
Reserve Funds have been disbursed, or if such
conditions have not been met at all, then the
related mortgagee may in its sole discretion
apply the Holdback Reserve Funds to the
payment of the Mortgage Loan in such amounts
and in such manner as the related mortgagee
may elect. Upon payment of the Mortgage Loan,
all amounts remaining on deposit in the
Holdback Reserve Account are to be returned to
the Borrower or owner of record of the
Mortgaged Property.
--------------------------------------------------------------------------------
Eastern Xxxxxxx Office Building There is a holdback reserve account in the
(0000000) amount of $167,000 ("Holdback Reserve
Funds"). The Borrower must not make more than
one disbursement of the Holdback Reserve Funds
on or before April 16, 2008, in an amount
equal to the amount by which the Holdback
Reserve Funds exceed the positive difference
between (i) the then-outstanding principal
balance of the Mortgage Loan and (ii) the
principal balance of the Mortgage Loan which
would support a debt service coverage ratio of
1.17x, provided that certain conditions set
forth in the related mortgage loan agreement
are met, including, but not limited to the
Borrower's delivery of all certifications,
materials and information required by the
related mortgagee in connection with the
release.
If, following the satisfaction of the
conditions in the related loan agreement for
disbursement of a portion of the Holdback
Reserve Funds, less than all of the Holdback
Reserve Funds have been disbursed, or if such
conditions have not been met at all, then the
related mortgagee may in its sole discretion
apply the Holdback Reserve Funds to the
payment of the Mortgage Loan in such amounts
and in such manner as the related mortgagee
may elect. Upon payment of the Mortgage Loan,
all amounts remaining on deposit in the
Holdback Reserve Account are to be returned to
the Borrower or owner of record of the
Mortgaged Property.
--------------------------------------------------------------------------------
000-000 Xxxx Xxxxxx (3405885) There is a holdback reserve account in the
amount of $184,000 (the "Holdback Reserve
Funds"). The mortgagee must make a one-time
disbursement of the Holdback Reserve Funds
upon the satisfaction of certain conditions,
including, without limitation, that the
mortgagee must have received, no later than
the date which is 6 months after the closing
date of the related Mortgage Loan of June 26,
2007 (the "Closing Date"), a copy of the
executed Lease for the studio apartment unit
at the Property, at a rental rate of not less
than $2,300 per month and a term of not less
than one year. If the Holdback Reserve Funds
have not been released within 6 months after
the Closing Date, the mortgagee must make a
one-time disbursement of Holdback Reserve
Funds to Borrower, in an amount, if any, equal
to the Holdback Release Amount (as defined
below) (up to two years after the Closing
Date) upon satisfaction of certain conditions
set forth in the related mortgage loan
agreement. The "Holdback Release Amount" is
the amount equal to the amount (if any)
determined by the mortgagee by which the
Holdback Reserve Funds exceeds the positive
difference between (i) the outstanding
principal balance of the Loan and (ii) the
principal balance of the Loan which would
support a debt service coverage ratio of
1.10x. If, following satisfaction of the
conditions, the mortgagee disburses less than
all of the Holdback Reserve Funds or if the
conditions are not satisfied on or before two
years after the Closing Date, the mortgagee
must apply the Holdback Reserve Funds to the
Debt as the mortgagee elects. Upon payment of
the Loan, any remaining holdback funds will be
returned to Borrower.
--------------------------------------------------------------------------------
12th and K - Sacramento There is a holdback reserve of $2,350,000 (the
(3405799) "Holdback Reserve Funds"). The Holdback
Reserve Funds are to be held as additional
collateral for the Mortgage Loan for the first
18 months of the term or until the Amortizing
Debt Service Coverage (as defined in the
related loan agreement) equals or exceeds
1.15x based on net cash flow from commercial
Tenants with executed Leases (including the
Affiliate Lease but not including any other
Leases entered into with an Affiliate) that
are occupied, open for business and pay rent
and from multifamily Tenants with executed
Leases. The Affiliate Lease is that certain
lease by and between the Borrower, as lessor,
and an Affiliate of Borrower Principal, as
lessee, for approximately 4,600 square feet.
The Borrower is entitled to not more than four
partial disbursements of the Holdback Reserve
Funds in increments of $500,000 during the
18-month period upon the satisfaction of the
terms of the related loan agreement,
including, but not limited to, (1) the
Mortgaged Property achieving a required debt
service coverage ratio of 1.15x, (2) the
Borrower providing evidence that tenants (none
of which shall be an Affiliate other than the
tenant under the Affiliate Lease) used in the
calculation of such debt service coverage
ratio are in possession of their demised
premises and paying rent and (3) in connection
with the final disbursement, the Borrower
providing a copy of the Required Certificate
of Completion (as defined in the related loan
agreement).
In the event that conditions for disbursement
of the Holdback Reserve Funds are not met by
the Scheduled Payment Date occurring in
February, 2009, the mortgagee may either (x)
apply the remaining Holdback Reserve Funds to
pay down the Mortgage Loan such that the
Mortgaged Property meets a debt service
coverage ratio of 1.15x (in which case any
prepayment premium required pursuant to the
Note is immediately due and payable) or (y)
hold the Holdback Reserve Funds as additional
collateral for the Loan.
--------------------------------------------------------------------------------
Crescent Crown Distributing Upon the tenant known as Crescent Crown
(3406066) Distributing, L.L.C. vacating the Mortgaged
Property, giving notice of a bankruptcy or
terminating or failing to renew its lease,
cash flows from the Mortgaged Property will be
swept (after otherwise going through the cash
management waterfall set forth in the related
loan agreement) into a reserve account (the
"Rollover Reserve Account"). The Rollover
Reserve Account will be held as additional
security for the Mortgage Loan, but upon the
occurrence and during the continuance of an
Event of Default (as defined in the related
loan agreement), the funds in the Rollover
Reserve Account may be drawn upon by the
related mortgagee in whole or in part and
applied to the Mortgage Loan in such order and
proportion as the mortgagee determines.
--------------------------------------------------------------------------------
REPRESENTATION 5
Legal, Valid and Binding Obligations.
--------------------------------------------------------------------------------
Crescent Crown Distributing The Arizona enforceability opinion does not
(3406066) provide an opinion that the Mortgage Loan
documents are enforceable against the Borrower
Principal.
--------------------------------------------------------------------------------
REPRESENTATION 6
Assignment of Leases and Rents.
--------------------------------------------------------------------------------
To the extent that the related Mortgage Loan borrower leases all or part of the
related Mortgaged Property to a master lessee, which master lessee enters into
leases with tenants of such related Mortgaged Property, such master lessee owns
an interest in any payments due under such related leases.
--------------------------------------------------------------------------------
REPRESENTATION 12
Condition of Property; No Condemnation; No Encroachment.
--------------------------------------------------------------------------------
Delavan Crossing (3405226) In the event that the casualty and
condemnation provisions of any "Major Lease"
(as defined in the related loan agreement)
conflict with the casualty and condemnation
provisions of the related loan agreement, the
terms of such Major Lease will control.
--------------------------------------------------------------------------------
REPRESENTATION 14
Insurance.
--------------------------------------------------------------------------------
Some Mortgage Loan documents provide that the loss of rents or income, as
applicable, will be insured until the earlier of (i) completion of Restoration
or, in some cases, the return of rents/income to the level which existed prior
to the loss or (ii) the expiration of twelve (12) months.
--------------------------------------------------------------------------------
Greenwich Gardens (3407486) The related Borrower's obligation to maintain
terrorism insurance is subject to a cap in the
Xxxxx Core Office Portfolio A amount of premiums the related Borrower is
(3407137) obligated to pay for such terrorism insurance.
Xxxxx Core Office Portfolio B
(3407151)
Xxxxx Core Office Portfolio C
(3407153)
Gateway Commerce Center
(3405231)
Lakeside Mall (3406989)
Hilton Anatole (3406386)
La Jolla Executive Tower
(3406566)
USPS - Jamaica Plain (3406780)
000 Xxxxxxxx (3406186)
Sawgrass Xxxxx (3407000)
Arundel Xxxxx (3407568)
East Market at Fair Lakes
(3405280)
--------------------------------------------------------------------------------
La Jolla Executive Tower The related Borrower's obligation to maintain
(3406566) terrorism insurance may be satisfied by
delivery of a guaranty (the "Terrorism
Guaranty") substantially in the form of the
Terrorism Guaranty attached to the related
loan agreement from an entity acceptable to
mortgagee.
--------------------------------------------------------------------------------
Lakeside Mall (3406989) The related Borrower must obtain either (a)
wind storm coverage under the existing blanket
insurance policies for which the related
Mortgaged Property is covered in an aggregate
level of at least $75,000,000 (without any
material increase to the size of the property
portfolio covered under such policies) or (b)
stand alone wind storm coverage for the
related Mortgaged Property in the amount of
$25,000,000. The balance of the Mortgage Loan
is $95,000,000 as of the closing date of such
Mortgage Loan.
The Policies may be issued by a syndicate of
insurers through which (1) at least 75% of the
coverage (if there are 4 or fewer members of
the syndicate) or at least 60% of the coverage
(if there are 5 or more members of the
syndicate), is required to be with one or more
carriers having a claims paying ability rating
of "A-" or better by at least two Rating
Agencies, one of which must be S&P or such
other Rating Agencies approved by the
mortgagee, (2) subject to the requirements of
subsection (1) above, no more than 15% of the
coverage (if there are 4 or fewer member of
the syndicate) or no more than 30% of the
coverage (if there are 5 or more members of
the syndicate), is required to be with one or
more carriers having a claims paying ability
rating of "BBB+" or better by at least two
Rating Agencies, one of which must be S&P or
such other Rating Agencies approved by the
mortgagee and (e) the balance of coverage not
to exceed 10% of claims coverage is with one
or more carriers having a general policy
rating of "BBB" or better and a financial
class of "XIII" or better by A.M Best Company,
Inc.
--------------------------------------------------------------------------------
0000 X. Xxxxxxxx Xxxx Retail The related Mortgaged Property is located in
Center (Strikezone Plaza) the State of Florida. The related loan
(3407004) agreement does not specifically require that
the related Borrower maintain windstorm
Park at Bay Plaza (3406908) insurance.
Plymouth Center (3406176)
0000 Xxxxxxxxx Xxxx -
Xxxxxxxxxxxx, XX (3407082)
--------------------------------------------------------------------------------
CVS - Gulfport (3406313) The related Mortgaged Property is located in
Texas, South Carolina, North Carolina,
CVS Portfolio Louisiana Mississippi, Louisiana, Georgia or Alabama.
(3406312) The related loan agreement does not
specifically require that the related Borrower
Hilton Anatole (0000000) xxxxxxxx windstorm insurance.
CVS Portfolio Texas (3405982)
Archstone North Dallas (3404632)
DTI- Coppertree Apartments
(3402652)
DTI- Huntington Apartments
(3402655)
DTI- Redstone Apartments
(3402656)
DTI- Carlyle Place Apartments
(3402660)
DTI- The Oaks Apartments
(3402662)
Scenic Square Shopping Center
(3407121)
Walgreens - Mansfield, TX
(3408375)
--------------------------------------------------------------------------------
Gander Mountain Eden Prairie, In the event that the casualty and
MN (3407161) condemnation provisions of the Gander Mountain
Lease (as defined in the related loan
agreement) conflict with the casualty and
condemnation provisions of the related loan
agreement, the terms of the Gander Mountain
Lease will control.
--------------------------------------------------------------------------------
Delavan Crossing (3405226) If the Mortgaged Property has been transferred
to a "Permitted Inland Entity" (as defined in
Gander Mountain Eden Prairie, the related Mortgage Loan documents),
MN (3407161) terrorism insurance coverage is not required
if (i) the related Borrower self insures and
(ii) the applicable Permitted Inland Entity
which satisfies the tests set forth in the
related Mortgage Loan documents executes a
guaranty which guarantees payment to mortgagee
of any sums which related Borrower has elected
to self-insure which would have been payable
to mortgagee under the terrorism coverage
required by the related loan agreement.
--------------------------------------------------------------------------------
Walgreen's - Xxxx, MI (3404462) The tenant maintains insurance coverage or
self-insures pursuant to the terms of its
Walgreens - New Albany, IN lease.
(3407344)
CVS - Gulfport (3406313)
Walgreens - Mansfield, TX
(3408375)
Rite Aid - Dunmore, PA (3405637)
--------------------------------------------------------------------------------
FedEx Portland (3404862) The loan amount is above $20 million and the
related loan agreement requires insurers to
Crescent Crown Distributing have a claims paying ability rating of "BBB"
(3406066) or better by S&P and "Baa2" by Xxxxx'x.
Xxxxxxxx Xxxxxxxx Xxxxxx
(0000000)
Xxxxxxxxxx Xxxxxxxx Xxxx
Portfolio (3406945)
--------------------------------------------------------------------------------
CVS Portfolio Texas (3405982) The loan amount is above $20 million, and the
tenant CVS Corporation self insures. CVS
CVS Portfolio Louisiana Corporation carries an S&P rating of BBB+.
(3406312)
--------------------------------------------------------------------------------
Fairfield Inn and Suites - The loan amount is above $20 million and the
Chicago (3407677) related loan agreement requires insurers to
have a claims paying ability rating "BBB" or
better by S&P and its equivalent from each of
the other Rating Agencies.
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568) The loan amount is above $20 million, and the
related loan agreement provides that,
Sawgrass Xxxxx (3407000) depending on the number of insurers, up to 40%
may have a claims paying ability rating of
"BBB" or better.
--------------------------------------------------------------------------------
Columbus Park Crossing (3407373) The loan amount is above $20 million and the
related loan agreement provides that if the
insurer is not rated by the Rating Agencies,
it must have a general policy rating of "A" or
better and a financial class of "XIII" or
better by A.M. Best Company, Inc. and no
claims paying ability rating is specified.
--------------------------------------------------------------------------------
Scottsdale Spectrum (3406702) The loan amount is above $20 million and the
related loan agreement provides that the
insurer must have a general policy rating of
"A" or better and no claims paying ability
rating is specified.
--------------------------------------------------------------------------------
Xxxxxxx Company Warehouse The Borrower is not required to maintain
(3403870) insurance coverage against Losses resulting
from acts of terrorism. The Mortgaged
Property is located in the State of Ohio.
--------------------------------------------------------------------------------
The Villages of Kitty Hawk Terrorism coverage is not required if (i) the
(3407356) Borrower confirms to the related mortgagee in
writing that it will protect and hold the
Wickes Furniture Store (3404835) mortgagee harmless from any losses associated
with terrorism risks by either depositing with
the mortgagee sums sufficient to pay for
terrorism losses or prepaying the Mortgage
Loan if permitted by (and in accordance with)
the terms of the related Mortgage Note, (ii)
the Borrower Principal executes a related
guaranty satisfactory to the mortgagee and
(iii) the Borrower Principal meets certain
financial requirements, including but not
limited to, the maintenance of (A) a minimum
net worth of at least $750,000,000.00 (as
determined by such entity's most recent
audited financial statements), (B) a direct or
indirect ownership interest in the Borrower
and (C) an aggregate loan-to-value ratio
("LTV") of not more than 55% for all
properties on which the Borrower Principal
owns a direct or indirect ownership interest
(with such LTV subject to adjustment and
waiver in certain instances set forth in the
related loan agreement).
--------------------------------------------------------------------------------
REPRESENTATION 17
Additional Collateral.
--------------------------------------------------------------------------------
12th and K- Sacramento (3405799) The Borrower has a $2,300,000 loan with the
Redevelopment Agency of the City of Sacramento
(the "City") which is the subject of a
subordination agreement. The loan is a
subsidy/construction loan provided by the City
in 2005 in connection with redevelopment of
the related Mortgage Property. The related
Borrower and the City executed a Subordination
Agreement dated as of the closing date of the
related Mortgage Loan.
--------------------------------------------------------------------------------
000 Xxxxxxxxxx Xxxxx (3407227) The A Note is in the pool, but the $327,000 B
Note is not. The B-Note was sold to Mezz Cap
Finance, LLC, and there is an Intercreditor
Agreement dated June 22, 2007 subordinating
the B Note to the A Note.
--------------------------------------------------------------------------------
Plymouth Center (3406176) The A Note is in the pool, but the $445,000 B
Note is not. The B-Note was sold to Mezz Cap
Finance, LLC, and there is an Intercreditor
Agreement dated June 29, 2007 subordinating
the B Note to the A Note.
--------------------------------------------------------------------------------
Hilton Anatole (3406386) The A-2 Note is in the pool, but the
$175,000,000 A-1 Note is not. The A-1 and A-2
Notes are pari passu.
--------------------------------------------------------------------------------
Columbus Park Crossing (3407373) The Mortgage Property secures both the
Mortgage Loan and certain outstanding
Industrial Development Revenue Bonds (Series A
in the amount of $44,550,000 and Series B in
the amount of $30,450,000). Such bonds are
subordinated to the Mortgage Loan pursuant to
the Pledge, Assignment and Subordination
Agreement dated July 19, 2007, and such bonds
were issued for the purpose of financing the
acquisition and development of a retail
shopping center and related improvements on
the Mortgaged Property.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The $850 million Mortgage Loan is secured by a
series of pari passu A notes.
--------------------------------------------------------------------------------
REPRESENTATION 19
Environmental Conditions.
--------------------------------------------------------------------------------
TD Ameritrade Building (3401228) On or before December 15, 2007, the Borrower
is required to provide to the related
mortgagee (i) additional information regarding
the fuel oil discharge that was reported in
1986 when an underground storage tank was
damaged during site construction activities,
or (ii) a New Jersey Department of
Environmental Protection file review, in
either case demonstrating to the related
mortgagee's satisfaction that such fuel oil
discharge has been fully remediated or has
been or is otherwise being handled in a manner
satisfactory to the related mortgagee.
--------------------------------------------------------------------------------
REPRESENTATION 22
Whole Loan; Interest Only; No Equity Participation or Contingent Interest
--------------------------------------------------------------------------------
FedEx Portland (3404862) The monthly payments on the related
Mortgage Loan are interest only for
six months.
--------------------------------------------------------------------------------
Ladera - Terrace Shops (3405119)
Gander Mountain Knoxville (3405511)
Gander Mountain Winchester (3405513)
The monthly payments on the related
Commerce Office Park (3406769) Mortgage Loan are interest only for
two years.
Mountain Gate Marketplace (3406811)
Southern Avenue (3406686)
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568)
Lakeview Commerce Center (3406809)
319 - 000 Xxxxx Xxxxxxx Xxxxxx (3407440)
Galleria South Apartments (3406916)
Galleria North Apartments (3406490)
Scenic Square Shopping Center (3407121)
The monthly payments on the related
East Rinco Industrial (3406442) Mortgage Loan are interest only for
three years.
000 Xxxxxxxxxx Xxxxx (3407227)
Casa Grande Shopping Center (3407059)
Northridge-Fontana Apartments (3406673)
St. John's Mercy Health Care (3405197)
Sisbar at Xxxxxx (3403745)
--------------------------------------------------------------------------------
Xxxxxxx Shopping Center (3405469)
The monthly payments on the related
Mortgage Loan are interest only for
four years.
--------------------------------------------------------------------------------
Crossroads Business Park Portfolio
(3406945)
Fairfield Inn & Suites - Chicago (3407677)
Belward North (3406163)
000 Xxxxxxxxx Xxxxxx (3407647)
Park at Bay Plaza (3406908)
Archstone North Dallas (3404632)
Visalia Pavilion (3403697)
Foothill Views Apartments (3407130)
Belward South (3406167)
Walgreen's Center (3402719)
The monthly payments on the related
Stone Ridge Apartments (3406900) Mortgage Loan are interest only for
five years.
Xxxxxxx Company Warehouse (3403870)
Best Buy - Brentwood (3403076)
Batavia Business Park (3405427)
Lemon Grove Shopping Center (3404450)
0000 X. Xxxxxxxx Xxxx Retail Center
(3407004)
Advantage Storage (3404600)
0000 XX Xxxxxx Xxxxxx (3406782)
000 X Xxxxxxxx (0000000)
Xxxxxxxx Xxxxx Distributing (3406066)
--------------------------------------------------------------------------------
Center Square (3405683)
CVS Portfolio Texas (3405982)
CVS Portfolio Louisiana (3406312) The monthly payments on the related
Mortgage Loan are interest only for
CVS - Gulfport (3406313) six years.
Walgreens - New Albany, IN (3407344)
--------------------------------------------------------------------------------
Xxxxx Core Office Portfolio A (3407137)
Xxxxx Core Office Portfolio B (3407151)
Xxxxx Core Office Portfolio C (3407153)
Hilton Anatole (3406386)
Sawgrass Xxxxx (3407000)
La Jolla Executive Tower (3406566)
Lakeside Mall (3406989)
Columbus Park Crossing (3407373)
Scottsdale Spectrum (3406702)
000 Xxxxxxxx (3406186)
East Market at Fair Lakes (3405280)
Station Nine Apartments (3406656)
Greenwich Gardens (3407486)
00 Xxxx 00xx Xxxxxx (3405686) The related Mortgage Loan is
interest only for the entire term.
The Villages of Kitty Hawk (3407356)
USPS - Jamaica Plain (3406780)
Gander Mountain Eden Prairie, MN (3407161)
12th and K - Sacramento (3405799)
Rockwood Four Office Building (3406834)
Penn Warner Industrial Park (3406156)
Superior III Self Storage (3406609)
Delavan Crossing (3405226)
Wickes Furniture Store (3404835)
Xxxxxxxx Apartments (3406904)
Walgreens - Mansfield, TX (3408375)
000 Xxxxxxxxx Xxxxxx (3406692)
Gateway Commerce Center (3405231)
--------------------------------------------------------------------------------
REPRESENTATION 23
Transfers and Subordinate Debt.
--------------------------------------------------------------------------------
12th and K- Sacramento (3405799) The Borrower has a $2,300,000 loan with the
Redevelopment Agency of the City of Sacramento
which is the subject of a subordination
agreement. The loan is a subsidy/construction
loan provided by the City in 2005 in
connection with redevelopment of the related
Mortgage Property. The Borrower and the City
executed a Subordination Agreement on the date
of closing of the Mortgage Loan.
--------------------------------------------------------------------------------
Columbus Park Crossing (3407373) Industrial Development Revenue Bonds are
outstanding in the amount of $44,550,000 (as
to Series A) and $30,450,000 (as to Series
B). A Pledge, Assignment and Subordination
Agreement was made as of July 19, 2007. Such
bonds were issued for the purpose of financing
the acquisition and development of a retail
shopping center and related improvements on
the Mortgaged Property.
--------------------------------------------------------------------------------
000 Xxxxxxxxxx Xxxxx (3407227) The $5,240,000 A Note is in the pool, but the
$327,500 B Note is not. The B-Note was sold
to Mezz Cap Finance, LLC, and there is an
Intercreditor Agreement dated June 22, 2007
subordinating the B Note to the A Note.
--------------------------------------------------------------------------------
Plymouth Center (3406176) The $6,800,000 A Note is in the pool, but the
$445,000 B Note is not. The B-Note was sold
to Mezz Cap Finance, LLC, and there is an
Intercreditor Agreement dated June 29, 2007
subordinating the B Note to the A Note.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The $850 million Mortgage Loan is secured by a
series of pari passu A notes. Only the
$132,647,059 Note A-3 is in the pool.
--------------------------------------------------------------------------------
Hilton Anatole (3406386) The $175,000,000 A-2 Note is in the pool, but
the $175,000,000 A-1 Note is not. The A-1 and
A-2 Notes are pari passu.
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568) The $128,333,334 Note A-1 is in the pool, but
the $128,333,333 Note A-2 and $128,333,333
Note A-3 are not. The Note A-1, Note A-2 and
Note A-3 are pari passu.
--------------------------------------------------------------------------------
CVS Portfolio Texas (3405982) For CVS Portfolio Texas $12,060,000 Note A-1
is in the pool, but the $12,060,000 Note A-2
CVS Portfolio Louisiana is not. The CVS Portfolio Texas Note A-1 and
(3406312) Note A-2 are pari passu.
CVS - Gulfport (3406313) For CVS Portfolio Louisiana $12,717,500 Note
A-1 is in the pool, but the $12,717,500 Note
A-2 is not. The CVS Portfolio Louisiana Note
A-1 and Note A-2 are pari passu.
For CVS - Gulfport $1,722,500 Note A-1 is in
the pool, but the $1,722,500 Note A-2 is not.
The CVS - Gulfport Note A-1 and Note A-2 are
pari passu.
--------------------------------------------------------------------------------
REPRESENTATION 24
Waivers and Modification.
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568) The original Mortgage Note in the amount of
$385,000,000 was amended to create three new
notes (the $128,333,334 Note A-1 that is in
the pool, but the $128,333,333 Note A-2 and
$128,333,333 Note A-3 are not). The Note A-1,
Note A-2 and Note A-3 are pari passu.
--------------------------------------------------------------------------------
CVS Portfolio Louisiana For CVS Portfolio Louisiana the original
(3406312) Mortgage Note in the amount of $25,435,000 was
amended to create two new pari passu notes
CVS Portfolio Texas (3405982) (the $12,717,500 Note A-1 that is in the pool
and the $12,717,500 Note A-2 that is not
CVS - Gulfport (3406313) included in the pool).
For CVS Portfolio Texas the original Mortgage
Note in the amount of $24,120,000 was amended
to create two new pari passu notes (the
$12,060,000 Note A-1 that is in the pool and
the $12,060,000 Note A-2 that is not included
in the pool).
For CVS - Gulfport the original Mortgage Note
in the amount of $3,445,000 was amended to
create two new pari passu notes (the
$1,722,500 Note A-1 that is in the pool and
the $1,722,500 Note A-2 that is not included
in the pool).
--------------------------------------------------------------------------------
REPRESENTATION 26
Releases of Mortgaged Property.
--------------------------------------------------------------------------------
Commerce Office Park (3406769) The related loan documents permit the related
borrower to partially prepay the loan and
obtain the release of a portion of the
Mortgaged Property, subject to the
satisfaction of certain conditions, including,
but not limited to: (i) no event of default
exists; (ii) mortgagee receiving an appraisal
for the remaining Mortgaged Property which
evidences a loan-to-value ratio not greater
than 75%; (ii) payment of 120% of the
principal amount of the Mortgage Loan
attributable to the portion of the Mortgaged
Property to be released (as determined by the
multiplying the ratio of the release parcel's
appraised value to the aggregate appraised
value of the Mortgaged Property by the
outstanding principal balance of the related
Mortgage Loan); (iii) the debt service
coverage ratio after giving effect to such
release must not be less than 1.25x for the
trailing 12 month period preceding the
release; and (iv) if required by the
mortgagee, the mortgagee has received
confirmation from the rating agencies that the
conveyance of the released parcel will not
result in a downgrade, withdrawal or
qualification of the then current ratings to
be issued in connection with a securitization.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The related Borrower may: (i) make transfers
of immaterial or non-income producing portions
Arundel Xxxxx (3407568) of the Mortgaged Property to any federal,
state or local government or any political
subdivision thereof in connection with takings
or condemnations of any portion of the
Mortgaged Property for dedication or public
use, (ii) make transfers of non-income
producing portions of the Mortgaged Property,
including portions of the Mortgaged Property's
"ring road" to third parties, including,
owners of out parcels and department store
pads, pads for office buildings, hotels or
other properties for the purpose of erecting
and operating additional structures or parking
facilities whose use is integrated and
consistent with the use of the Mortgaged
Property and (iii) dedicate portions of the
Mortgaged Property or grant easements,
restrictions, covenants, reservations and
rights of way in the ordinary course of
business for traffic circulation, ingress,
egress, parking, access, utilities lines or
for other similar purposes; provided, however,
it will be a condition to any of the transfers
in (ii) and (iii) above that no transfer,
conveyance or other encumbrance results in a
material adverse effect as stated in an
officer's certificate.
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568) In connection with the sale of air rights
above the Improvements located on the Property
to a third party for development of a
condominium or vertical space subdivision of
improvements to be constructed by such third
party or sold in the air space, the mortgagee
will also partially release from the lien of
its security such air space for no
consideration to be paid by the related
Borrower or Guarantor to the mortgagee. The
mortgagee is permitted to require a REMIC
opinion.
--------------------------------------------------------------------------------
Crossroads Business Park The related loan documents permit the related
Portfolio (3406945) borrower to partially prepay the loan and
obtain the release of a portion of the
Mortgaged Property, subject to the
satisfaction of certain conditions, including,
but not limited to: (i) such conveyance is
made in connection with the planned
construction of a parking deck on the release
parcel substantially in accordance with the
conceptual site plans further delineated in
the related loan documents; (ii) no event of
default exists; (iii) if required by the
mortgagee, the mortgagee has been furnished
with an updated appraisal of the related
Mortgaged Property which evidences that the
outstanding principal balance of the related
Mortgage Loan, after such parcel release, does
not exceed 80% of the appraised value of the
remaining Mortgaged Property; (iv) the debt
service coverage ratio for the Mortgaged
Property for the trailing 12 month period
after giving effect to such release must not
be less than 1.20x; and (v) if required by the
mortgagee, the mortgagee has received
confirmation from the rating agencies that the
conveyance of the released parcel will not
result in a downgrade, withdrawal or
qualification of the then current ratings to
be issued in connection with a securitization.
--------------------------------------------------------------------------------
Hilton Anatole (3406386) The related Borrower has the right to cause
the release of a portion of the related
Mortgaged Property identified in the related
Mortgage Loan documents as the "Trinity
Tract", subject to the satisfaction of certain
conditions, including, but not limited to: (i)
the Trinity Tract is transferred to an
unaffiliated third party; (ii) such release
must not occur on a date that is within the
period commencing 30 days prior to and
terminating 30 days after the securitization
of the Mortgage Loan; and (iii) the debt
service coverage ratio of such Mortgaged
Property after giving effect to such release
will not be less than 1.60x (based upon (A)
the net operating income reflected in the
financial statements for the such Mortgaged
Property prepared by Hilton Hotels Corporation
or any replacement qualified manager and (B)
the actual interest only debt service).
--------------------------------------------------------------------------------
Delavan Crossing (3405226) The related loan agreement permits the release
of a ten-foot strip of the Mortgaged Property
subject to, among other things, the parties
fulfilling the terms of the option agreement
and receipt of a no downgrade confirmation
from the rating agencies (if required by
mortgagee).
--------------------------------------------------------------------------------
Stone Ridge Apartments (3406900) The related loan documents permit the related
borrower to partially prepay the loan and
obtain the release of a portion of the
Mortgaged Property, subject to the
satisfaction of certain conditions, including,
but not limited to: (i) no event of default
exists; (ii) borrower making a partial
prepayment in the amount of $724,810.50 which
is 115% of the allocated loan amount related
to the release parcel based upon a 70.03%
loan-to-value ration plus any and all
prepayment premiums and yield maintenance
amount as required under the related loan
documents; and (iii) if required by the
mortgagee, the mortgagee has received
confirmation from the rating agencies that the
conveyance of the released parcel will not
result in a downgrade, withdrawal or
qualification of the then current ratings to
be issued in connection with a securitization.
--------------------------------------------------------------------------------
Ladera - Terrace Shops (3405119) The related Borrower is permitted to dedicate
for public use certain portions of the
Mortgaged Property and to convey a portion of
the Mortgaged Property provided that such
conveyances do not decrease the value of the
Mortgaged Property.
--------------------------------------------------------------------------------
Xxxxx Core Office Portfolio A The related loan documents permit the related
(3407137) borrower to obtain the release of one or more,
but not all, of the individual properties from
Xxxxx Core Office Portfolio B the lien of the related Mortgaged Property
(3407151) subject to the satisfaction of certain
conditions, including, but not limited to: (i)
Xxxxx Core Office Portfolio C no event of default has occurred and is
(3407153) continuing; (ii) the related borrower prepays
or defeases a portion of the related Mortgage
Loan equal to 100% of the first $83,037,500
prepaid or defeased (and in accordance with the
requirements for partial defeasance in the
related loan documents) for any such released
property and then, once $83,037,500 has been
repaid, 110% of the remaining amount allocated
to the respective release property or release
properties; and (iii) the related borrower must
pay the mortgagee a prepayment premium or
provide appropriate defeasance collateral as
described in the loan documents. In addition to
the release of an individual property or
individual properties, prior to the related
anticipated repayment date, the substitution of
one of the individual parcels, as defined in
the related loan agreement, for another
property of like kind and quality that is
acquired by the related borrower is permitted
subject to the satisfaction of certain
conditions, including, but not limited to: (i)
no event of default has occurred and is
continuing; (ii) the allocated loan amounts of
all released properties must not represent more
than 30% of the original principal balance of
the related Mortgage Loan prior to a proposed
substitution; (iii) the mortgagee must receive
evidence, that is reasonably acceptable to the
mortgagee, that the substitute property is of
similar quality and size and has similar
occupancy and tenant credit quality as the
released property; (iv) the mortgagee must
receive an appraisal, reasonably acceptable to
the mortgagee, showing a value for the
substitute property equal to or greater than
the value of such released property; (v) the
debt service coverage ratio of such substitute
property (as calculated utilizing the trailing
12 month performance of such substitute
property) must equal or be greater than the
debt service coverage ratio of the entire
related Mortgaged Property (as calculated
utilizing the trailing 12 month performance of
such released property and the remaining
individual properties of such Mortgaged
Property) immediately prior to the
substitution; and (vi) the mortgagee must
receive confirmation from the rating agencies
that the release and substitution will not
result in a qualification, downgrade or
withdrawal of the ratings issued, or to be
issued, in connection with a securitization
involving the related Mortgage Loan.
--------------------------------------------------------------------------------
Lemon Grove Shopping Center The related loan documents permit the related
(3404450) borrower to obtain the release of two portions
of the Mortgaged Property, subject to the
satisfaction of certain conditions, including,
but not limited to: (A) for "Release Parcel I"
(i) no event of default exists; (ii) mortgagee
receiving an appraisal for the remaining
Mortgaged Property which evidences a
loan-to-value ratio not greater than 75%; and
(ii) if required by the mortgagee, the
mortgagee has received confirmation from the
rating agencies that the conveyance of the
released parcel will not result in a downgrade,
withdrawal or qualification of the then current
ratings to be issued in connection with a
securitization and (B) for "Release Parcel I"
(1) no event of default exists; (2) mortgagee
receiving an appraisal for the remaining
Mortgaged Property which evidences a
loan-to-value ratio not greater than 68.47%;
(3) payment of 125% of the principal amount of
the Mortgage Loan attributable to the portion
of the Mortgaged Property to be released (as
determined by the multiplying the ratio of the
release parcel's appraised value to the
aggregate appraised value of the Mortgaged
Property by the outstanding principal balance
of the related Mortgage Loan); (4) the debt
service coverage ratio after giving effect to
such release must not be less than 1.15x for
the trailing 12 month period preceding the
release; and (5) if required by the mortgagee,
the mortgagee has received confirmation from
the rating agencies that the conveyance of the
released parcel will not result in a downgrade,
withdrawal or qualification of the then current
ratings to be issued in connection with a
securitization.
--------------------------------------------------------------------------------
Walgreen's Center (3402719) The Mortgage Loans are cross-collateralized
and cross-defaulted with each other, and the
Best Buy - Brentwood (3403076) same Borrower owns both Mortgaged Properties.
The release of one Mortgaged Property from the
cross-collateralization and cross-default
provisions must be permitted upon Borrower's
sale of one of the Mortgaged Properties,
provided that certain conditions set forth in
the related Mortgage are met, including but
not limited to, that a debt service coverage
ratio for the remaining Mortgaged Property
equal to or greater than 1.15x and the "Major
Tenants" (as defined in the loan documents)
meeting certain requirements regarding
occupancy, bankruptcy, estoppels and two years
or more remaining on any Major Tenant's lease
provided, however, that in the event that a
Major Tenant is dark or less than two years
remain on the term of a Major Tenant's lease,
the Borrower may still release of such
Mortgaged Property from the
cross-collateralization and cross-default
provisions so long as the related mortgagee
receives a prepayment of 15% of the principal
balance of the Mortgage Loan.
--------------------------------------------------------------------------------
REPRESENTATION 27
Defeasance.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) In connection with a defeasance, the related
Borrower is not responsible for the payment of
Arundel Xxxxx (3407568) servicing fees in excess of $10,000.
--------------------------------------------------------------------------------
REPRESENTATION 28
Local Law Compliance; Non-Conforming Uses or Improvements.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) Section V of the zoning report notes several
outstanding building and zoning violations
with respect to the related Mortgaged
Property. The zoning report states that the
failure to resolve the outstanding zoning
violations will result in fines and
assessments by the municipality against the
owner of the related Mortgaged Property.
--------------------------------------------------------------------------------
REPRESENTATION 30
Single-Purpose Entity.
--------------------------------------------------------------------------------
The mortgage lender typically does not require that a Borrower have an outside
independent director or member in connection with mortgage loans with an
original principal balance of less than $30,000,000.
--------------------------------------------------------------------------------
Crossroads Business Park The related Mortgage Loan has an original
Portfolio (3406945) principal balance of equal to or greater than
$30,000,000, however no independent director
was required.
--------------------------------------------------------------------------------
Crescent Crown Distributing
(3406066)
Sports Club LA - Orange County The related Mortgage Loan has an original
(3407164) principal balance of $20,000,000 or more,
however a counsel's opinion regarding
CVS Portfolio Texas (3405982) non-consolidation of the Mortgagor was not
included in the Mortgage Loan file.
CVS Portfolio Louisiana
(3406312)
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The related Borrower previously owned certain
property other than the Mortgaged Property
(the "Previously Owned Property"), however
pursuant to the related loan agreement, as of
the closing date of such Mortgage Loan (a) the
ownership of the Previously Owned Property has
been transferred to another entity or
entities, (b) such Borrower has no direct or
indirect ownership interest (other than any
cross easements or other similar rights) in
the Previously Owned Property, (c) to best of
such Borrower's knowledge, such Borrower has
no contingent liabilities in connection with
the Previously Owned Property.
--------------------------------------------------------------------------------
Walgreen's Center (3402719) The Borrower is the same entity under both
Mortgage Loans and owns the Mortgaged Property
Best Buy - Brentwood (3403076) under each Mortgage Loan.
--------------------------------------------------------------------------------
REPRESENTATION 31
No Advances.
--------------------------------------------------------------------------------
Belward South (3406167) The related Mortgaged Property is owned by the
owner of the related Borrower and such
Belward North (3406163) Borrower executed the related Mortgage Note
and loan agreement. The related Mortgage Loan
Arundel Xxxxx (3407568) is secured by an Indemnity Guaranty and an
Indemnity Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Fixture
Filing, which documents have been executed by
the owner of the related Borrower. This
structure is known as an Indemnity Deed of
Trust, which is specific to the State of
Maryland.
--------------------------------------------------------------------------------
REPRESENTATION 32
Litigation or Other Proceedings.
--------------------------------------------------------------------------------
Lakeside Mall (3406989) There is a pending lawsuit by The Xxxxxx
Company, the operator of the Dillard's store
at Lakeside Mall, against Greater Lakeside
Corp. (the related property manager), Causeway
LLC of Delaware, Broadwall Management Corp.
and Xxxxxxx Xxxx, the related borrower
principal. The complaint, which was filed May
26, 2006, includes 12 causes of action based
upon the terms of the store lease, but doesn't
specify damages. However, plaintiff's initial
disclosures reveal that they are claiming
$10.2 million in "storm related damages", $3.9
million for "replacement of building systems"
and an unspecified amount for lost profits.
Defendants have deposited $1.6 million in
escrow to cover possible monies due to the
plaintiff (that is the amount the insurance
company had reserved for the storm-related
damages to the Dillard's store).
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) Search results included in the Mortgage Loan
file noted pending suits and judgments against
Sunrise Xxxxx (MLP) Limited Partnership,
Sawgrass Xxxxx Phase II Limited Partnership,
Sawgrass Xxxxx Phase III Limited Partnership
and The Xxxxx Limited Partnership.
In addition, the related loan agreement refers
to an ongoing tax dispute which is being
contested by the related Borrower.
--------------------------------------------------------------------------------
REPRESENTATION 38
Licenses and Permits.
--------------------------------------------------------------------------------
Sports Club LA - Orange County The liquor license for the health club cafe is
(3407164) held by a parent company of the related
Borrower.
--------------------------------------------------------------------------------
REPRESENTATION 41
Non-Recourse Exceptions.
--------------------------------------------------------------------------------
Ladera - Terrace Shops (3405119) The Borrower Principal is not a
natural person.
Delavan Crossing (3405226)
CVS Portfolio Texas (3405982)
Crescent Crown Distributing (3406066)
CVS Portfolio Louisiana (3406312)
CVS Mississippi (3406313)
Superior III Self Storage (3406609)
Scottsdale Spectrum (3406702)
USPS - Jamaica Plain (3406780)
Gander Mountain Eden Prairie, MN (3407161)
000 Xxxxxxxxxx Xxxxx (3407227)
000 Xxxxxxxxx Xxxxxx (3407647)
Archstone North Dallas (3404632)
Wickes Furniture Store (3404835)
Lakeview Commerce Center (3406809)
The Villages of Kitty Hawk (3407356)
CVS - Gulfport (3406313)
--------------------------------------------------------------------------------
Penn Warner Industrial Park (3406156) There is no Borrower Principal in
connection with these Mortgage
Hilton Anatole (3406386) Loans.
La Jolla Executive Tower (3406566)
Station Nine Apartments (3406656)
Stone Ridge Apartments (3406900)
Xxxxx Core Office Portfolio A (3407137)
Xxxxx Core Office Portfolio B (3407151)
Xxxxx Core Office Portfolio C (3407153)
Advantage Storage (3404600)
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The Mortgage Loan is a fully
recourse loan with a payment
Arundel Xxxxx (3407568) guaranty made by an entity which is
not a natural person.
--------------------------------------------------------------------------------
Penn Warner Industrial Park (3406156) An environmental insurance policy
was obtained in lieu of recourse
for violations of environmental
laws.
--------------------------------------------------------------------------------
REPRESENTATION 42
Separate Tax Parcels.
--------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx (3406692) The Mortgaged Property was not a separate tax
lot as of the closing date of the related
Mortgage Loan. A guaranty of the payment of
real estate taxes is in effect until
separation of the tax lot is completed.
--------------------------------------------------------------------------------
Walgreen's Center (3402719) The Mortgaged Property will not be a separate
tax lot until the 2008-2009 tax year. The
Best Buy - Brentwood (3403076) related loan agreement states that the
Borrower has prepaid real estate taxes until
the 2008-2009 tax year in accordance with
applicable subdivision laws.
--------------------------------------------------------------------------------
REPRESENTATION 43
Financial Statements.
--------------------------------------------------------------------------------
Some Mortgage Loan documents provide that annual financial statements will be
audited by an independent certified public accountant upon the request of the
holder of the related Mortgage Loan only following the occurrence of an event
of default under such loan documents or only if financial statements are not
delivered in a timely fashion.
--------------------------------------------------------------------------------
Arundel Xxxxx (3407568) The Mortgage Loan has an original principal
balance of greater than $20,000,000, and there
Sawgrass Xxxxx (3407000) is no requirement that the financial
statements be audited upon the request of the
holder of the Mortgage Loan.
--------------------------------------------------------------------------------
REPRESENTATION 44
Fee/Leasehold Properties.
--------------------------------------------------------------------------------
Quinsigamond Plaza (3405849) Assignments of the related Borrower's interest
in the related Ground Lease require the
consent of the related lessor under the Ground
Lease; however, the related Borrower is
entitled to mortgage its interest in the
Ground Lease without the consent of the ground
lessor under the Ground Lease, and the
mortgagee under the related Mortgage Loan is
entitled to assign its interest in the Ground
Lease upon notice to, but without the consent
of, the lessor under the Ground Lease to a
trustee in connection with a securitization of
such Mortgage Loan.
--------------------------------------------------------------------------------
Quinsigamond Plaza (3405849) The related lessor under the related Ground
Lease must enter into a new ground lease with
the mortgagee under the related Mortgage Loan
upon termination of such Ground Lease due to a
default by the related Borrower thereunder.
However, with respect to a bankruptcy by such
Borrower, there is no similar "new lease"
provision; instead, if the related lessor
under such Ground Lease is entitled to
terminate such Ground Lease due to Borrower
bankruptcy, then the mortgagee under such
Mortgage Loan will have the right to postpone
the termination of such Ground Lease, cure any
Borrower defaults and obtain Borrower's
interest in the related Mortgaged Property
within a timeframe of three months or such
longer time as is necessary, so long as the
mortgagee under such Mortgage Loan is
diligently pursuing the required steps to
obtain Borrower's interest. The related
Ground Lease is silent as to the requirement
for a new ground lease in the event that the
related mortgagee under the related Mortgage
Loan fails to prevent termination of such
Ground Lease as described in the preceding
sentence.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The Ground Lease relating to Phase V is silent
regarding a requirement for the related ground
lessor to enter into a new Ground Lease with a
mortgagee upon termination of such Ground
Lease as a result of any default or as a
result of a rejection of such Ground Lease in
a bankruptcy proceeding involving the related
Borrower unless the mortgagee under such
Mortgage Loan fails to cure a curable default
of the lessee under such Ground Lease
following notice thereof from the lessor.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The Ground Lease covering Phase V states that
Landlord is entitled to receive all of the
insurance proceeds/condemnation awards, but
agrees to make such proceeds/awards available
to the Borrower for the reconstruction of the
Mortgaged Property. Any excess
proceeds/awards are required to be utilized to
redeem the Series 2003 Bonds (as defined in
the related Mortgage Loan documents).
--------------------------------------------------------------------------------
Quinsigamond Plaza (3405849) The Ground Lease does not require the related
mortgagee's prior consent prior to amendments
Sawgrass Xxxxx (3407000) or modifications thereto.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The ground leases and the ground sub-lease are
silent regarding any provision that such
ground lease will remain prior to any mortgage
or other lien upon the related Fee Interest.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The Ground Lease relating to Phase V requires
the related ground lessor's consent for
subleases by the related Borrower. The
consent of the related ground lessor is also
required for assignments of the Ground Lease,
unless it is a collateral assignment or
mortgage of the leasehold estate, or unless
the proposed assignee is a purchaser of the
entire shopping center on the Property.
--------------------------------------------------------------------------------
CVS Portfolio - Texas (3405982) The Mortgaged Property is to be used solely
for the purpose of the construction and
operation of a retail drugstore/pharmacy and
all related uses typically found in drug
stores operated by the tenant (or its
subtenant, Eckerd Corporation).
--------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx (3407647) After the fifth anniversary of the date of the
Ground Lease (which anniversary is June 15,
2002), Borrower has the absolute right to
assign the Ground Lease or convey tenant's
interest in the building to an entity having
(a) a minimum net worth of $1,000,000 as of
the date of such assignment and (b) experience
in operating medical office buildings (or has
agreed to retain an experienced property
manager).
--------------------------------------------------------------------------------
Walgreens-New Albany, IN Any mortgage placed on the Mortgaged Property
(3407344) by landlord is required to be subject to the
Ground Lease; however, tenant is required to
subordinate the Ground Lease to any such
encumbrance under a subordination,
non-disturbance and attornment agreement in a
form acceptable to tenant and Walgreens.
--------------------------------------------------------------------------------
CVS Portfolio Texas (3405982) The Ground Lease extends 20 years beyond the
Stated Maturity Date of the Mortgage Loan,
Lakeside Mall (3406989) however, the Ground Lease does not extend 10
years beyond the amortization term of the
Mortgage Loan.
--------------------------------------------------------------------------------
Sawgrass Xxxxx (3407000) The "Phase V" Ground Lease extends 20 years
beyond the Stated Maturity Date for the
Mortgage Loan, however, the Ground Lease does
not extend 10 years beyond the amortization
term of the Mortgage Loan. The term of the
Ground Lease may be sooner terminated in the
event that the Series 2003 Bonds (as defined
in the related Mortgage Loan documents) are
retired prior to the natural expiration of the
term of such Ground Lease, unless such
retirement is done in connection with the
issuance of refunding bonds, in which case the
term of the Ground Lease will terminate when
the refunding bonds are retired.
--------------------------------------------------------------------------------
REPRESENTATION 45
Fee Simple Interest.
--------------------------------------------------------------------------------
Belward South (3406167) The related Mortgaged Property is owned by the
owner of the related Borrower, and such
Belward North (3406163) Borrower executed the related Mortgage Note
and loan agreement. The related Mortgage Loan
Arundel Xxxxx (3407568) is secured by an Indemnity Guaranty and an
Indemnity Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Fixture
Filing, which documents have been executed by
the owner of the related Borrower. This
structure is known as an Indemnity Deed of
Trust, which is specific to the State of
Maryland.
--------------------------------------------------------------------------------
REPRESENTATION 46
ARD Loans.
--------------------------------------------------------------------------------
Gander Mountain Knoxville The Mortgage Loan is an ARD Loan, and monthly
(3405511) payments on the related Mortgage Loan are
interest only for two years.
Gander Mountain Winchester
(3405513)
--------------------------------------------------------------------------------
Delavan Crossing (3405226) The Mortgage Loan is an ARD Loan, and monthly
payments on the related Mortgage Loan are
interest only for 10 years.
--------------------------------------------------------------------------------
Gander Mountain Eden Prairie, The Mortgage Loan is an ARD Loan, and monthly
MN (3407161) payments on the related Mortgage Loan are
interest only for the term of the Loan.
--------------------------------------------------------------------------------
REPRESENTATION 52
Mortgagor Concentration.
--------------------------------------------------------------------------------
Walgreen's Center (3402719) These two cross-collateralized Mortgage Loans
have the same Mortgagor.
Best Buy - Brentwood (3403076)
--------------------------------------------------------------------------------
BACM 2007-4 SECURITIZATION
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE BRIDGER MORTGAGE LOANS
Schedule IIA (6) Assignment of Leases and Rents
-----------------------------------------------
To the extent that a Mortgagor leases all or part of the Mortgaged
Property to a master lessee, which master lessee enters into leases with
tenants of such Mortgaged Property, such master lessee owns an interest in
any payments due under such leases.
Schedule IIA (9) Mortgage Lien
------------------------------
The Mortgaged Property securing the Re/Max Building Mortgage Loan (Loan
No. 22402) is part of a land condominium, and the related condominium
association has a lien for any unpaid assessments not timely paid (an
"Assessment Lien"). The condominium declaration provides that any
Assessment Lien for common expenses has priority over the Mortgage, except
when such Assessment Lien for a common expense relates to capital
improvements and such amount is due within six months prior to a sale of
the Mortgaged Property in connection with a judicial or non-judicial
foreclosure action.
Schedule IIA (12) Condition of Property; No Condemnation; No Encroachments
--------------------------------------------------------------------------
With respect to the Holiday Inn Express - Sugarland Texas Mortgage Loan
(Loan No. 24187), the Loan Documents required an escrow of an amount equal
to 100%, rather than 125%, of the estimated cost to complete necessary
repairs to the Mortgaged Property.
Schedule IIA (14) Insurance
---------------------------
With respect to each Bridger Mortgage Loan, the related Mortgage requires
the Mortgagor to maintain such insurance as the mortgagee may require, and
thus permits the mortgagee to require the maintenance of the insurance
described in this section.
With respect to the Xxxxx Way Mortgage Loan (Loan No. 24298), the
Mortgaged Property is located in California and has a PML of 24%. The
Mortgagor and guarantors, in lieu of obtaining earthquake insurance, have
executed personal guaranties to cover any losses suffered by the mortgagee
from earthquake damage.
Schedule IIA (17) Additional Collateral
---------------------------------------
The Loan Documents with respect to the Xxxxx Avenue Office - Colorado
Mortgage Loan (Loan No. 23967) permit the related Mortgagor, at any time
after the closing of such Mortgage Loan, to incur subordinate debt secured
by the related Mortgaged Property if the mortgagee approves such
subordinate debt in its reasonable discretion and the Mortgagor satisfies
certain financial criteria and other requirements.
The Loan Documents with respect to the Bandera Oaks Mortgage Loan (Loan
No. 24230) permit the related Mortgagor, at any time more than twelve
months after the securitization of such Mortgage Loan, to incur
subordinate debt secured by the related Mortgaged Property if the
mortgagee approves such subordinate debt in its reasonable discretion and
the Mortgagor satisfies certain financial criteria and other requirements.
The Loan Documents with respect to the Winterpock Mortgage Loan (Loan No.
22458) and the Xxxxx Way Mortgage Loan (Loan No. 24298) permit the related
Mortgagor, at any time more than twenty-four months after the
securitization of such Mortgage Loan, to incur subordinate debt secured by
the related Mortgaged Property if the mortgagee approves such subordinate
debt in its reasonable discretion and the Mortgagor satisfies certain
financial criteria and other requirements.
The Loan Documents with respect to the Self Storage City Mortgage Loan
(Loan No. 24107) permit the related Mortgagor, at any time more than
twenty-four months after the securitization of such Mortgage Loan, to
incur subordinate debt secured by the related Mortgaged Property if the
mortgagee approves such subordinate debt in its discretion and the
Mortgagor satisfies certain financial criteria and other requirements.
Schedule IIA (19) Environmental Conditions
------------------------------------------
With respect to the Trinity Ridge Business Center Mortgage Loan (Loan No.
22740), the Currell Centre Mortgage Loan (Loan No. 23893) and the Sherwood
Village Mortgage Loan (Loan No. 23585), the related loan assumption
agreements provide that the added tenant-in-common Mortgagors (the "New
TICs," which term does not include the respective original Mortgagor) do
not have any personal liability (whether under any recourse carve-outs or
exceptions to non-recourse provisions or otherwise) for environmental
matters.
Schedule IIA (21) Bankruptcy
----------------------------
To the extent any Mortgagor leases all or part of the Mortgaged Property
to tenants, the Seller makes no representation regarding the bankruptcy or
insolvency of any tenant at the Mortgaged Property.
Schedule IIA (22) Whole Loan; Interest Only; No Equity Participation or
-----------------------------------------------------------------------
Contingent Interest
-------------------
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first two years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
24431 Glenshire Villas
20067 Sawmill Apartments
19956 Rivers Bend
00000 Xxxxxxx Xxxxxx
22402 Re/Max Building
23724 Eagle Clocktower
24278 Kirkwood Retail
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first three years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
23283 Springhill Apartments
23787 Xxxxxx XX Office
00000 Xxxxxxxxx Xxxxx Apartments
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first five years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
23999 Xxxxxxxxx Xxxx
00000 Xxxxxxxx Wal-Mart Center
24107 Self Storage City
23238 Bakerview Retail
24131 Xxxxxx Retail
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first six years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
00000 Xxxx Xxxxxxx Xxxxxxxxxx - Xxx Xxxxx
00000 Bandera Oaks
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the Mortgage Loan's entire term:
Loan No. Mortgage Loan
-------- -------------
22740 Trinity Ridge Business Center
22458 Winterpock
23893 Xxxxxxx Xxxxxx
00000 Xxxxxxxx Xxxxxxx
With respect to the One 11 Plaza Mortgage Loan (Loan No. 19960), the Loan
Documents provide for interest-only payments without principal
amortization until the earlier of (i) two years after the closing date of
the Mortgage Loan or (ii) the date that the entire amount of a related
holdback is disbursed.
Schedule IIA (23) Transfers and Subordinate Debt
------------------------------------------------
With respect to the Warm Springs Industrial - Las Vegas Mortgage Loan
(Loan No. 24011), the Mortgagor consists of two limited liability
companies (the "Warm Springs TIC Borrowers") that own the Mortgaged
Property as tenants-in-common. The related Loan Documents permit either
Warm Springs TIC Borrower to transfer its respective interest in the
Mortgage Property to the other Warm Springs TIC Borrower provided that
certain conditions set forth in the Loan Documents are satisfied.
With respect to the Trinity Ridge Business Center Mortgage Loan (Loan No.
22740):
(i) the Loan Documents permitted the Mortgagor to transfer
tenant-in-common interests in the Mortgaged Property provided that each
purchaser of a tenant-in-common interest satisfied the mortgagee's
single-purpose entity requirements and certain other conditions were
satisfied, and such transfers were all completed within 90 days after the
origination date of the Mortgage Loan; and
(ii) the related tenant-in-common agreements provide that if
tenants-in-common owning at least 60% of the interests in the Mortgaged
Property (the "Approving TICs") vote to approve a decision requiring
unanimous consent, then each tenant-in-common that voted against such
decision (the "Dissenting TICs") must take one of the following actions:
(a) change its vote to approve such decision and thus become an Approving
TIC; (b) sell its interest in the Mortgaged Property to any Approving
TIC(s) that have exercised an option to purchase such Dissenting TIC's
interest; or (c) purchase each Approving TIC's interest in the Mortgaged
Property. The purchase price for the options described in clauses (b) and
(c) is determined under the tenant-in-common agreements, which generally
require the TICs to obtain an independent appraisal for such
determination.
With respect to the Springhill Apartments Mortgage Loan (Loan No. 23283),
the Mortgagor consists of two limited liability companies (the "Springhill
TIC Borrowers") that own the applicable Mortgaged Property as
tenants-in-common. The related Loan Documents permit one of the Springhill
TIC Borrowers to transfer its interest in the Mortgage Property to the
other Springhill TIC Borrower provided that certain conditions set forth
in the Loan Documents are satisfied.
With respect to the Currell Centre Mortgage Loan (Loan No. 23893) and the
Sherwood Village Mortgage Loan (Loan No. 23585):
(i) the Loan Documents permitted the Mortgagor to transfer
tenant-in-common interests in the Mortgaged Property provided that each
purchaser of a tenant-in-common interest satisfied the mortgagee's
single-purpose entity requirements and certain other conditions were
satisfied, and such transfers were all completed within 90 days after the
origination date of the Mortgage Loan; and
(ii) the related tenant-in-common agreements provide that if
tenants-in-common owning at least 70% of the interests in the Mortgaged
Property (each, an "Approving TIC") vote to: (a) approve a sale or
refinancing of the Mortgaged Property; or (b) take action to prevent or
cure an event of default under the Loan Documents, then each Approving TIC
will have the right to purchase the interest of the tenants-in-common that
voted against such decision. The purchase price for the options described
above is determined under the tenant-in-common agreements, which generally
require the TICs to obtain an independent appraisal for such
determination.
With respect to the Brookview Court Apartments Mortgage Loan (Loan No.
24112), the New York county of Schenectady has a parking easement over a
portion of the Mortgaged Property and has an option to buy such portion of
the Mortgaged Property.
Schedule IIA (24) Waivers and Modifications
-------------------------------------------
With respect to the Xxxxx Way Mortgage Loan (Loan No. 24298), the Loan
Documents were amended pursuant to a side letter agreement to extend the
time period within which the Mortgagor must complete certain repairs to
the Mortgaged Property.
With respect to the Re/Max Building Mortgage Loan (Loan No. 22402), the
Loan Documents were amended, re-filed and re-recorded, as applicable, to
correct the legal description of the Mortgaged Property (but no real
property collateral was added or released pursuant to such modifications)
and to insert condominium mortgagee protection provisions.
Schedule IIA (26) Releases of Mortgaged Property
------------------------------------------------
With respect to the Brookview Court Apartments Mortgage Loan (Loan No.
24112), the New York county of Schenectady has a parking easement over a
portion of the Mortgaged Property and has an option to buy such portion of
the Mortgaged Property.
Schedule IIA (30) Single-Purpose Entity
---------------------------------------
With respect to the Manzanita Gate Mortgage Loan (Loan No. 23999) and the
Point View Shopping Center Mortgage Loan (Loan No. 24534), the related
Mortgagor does not have, and the Mortgagor's organization documents do not
require, an outside independent member.
With respect to the Warm Springs Industrial - Las Vegas Mortgage Loan
(Loan No. 24011):
(i) the Mortgagor consists of two limited liability companies (each,
a single-purpose entity) that own the Mortgaged Property as
tenants-in-common ("TIC Owners"); and
(ii) neither TIC Owner has, and neither TIC Owner's organizational
documents require, an outside independent member.
With respect to the Trinity Ridge Business Center Mortgage Loan (Loan No.
22740):
(i) the Loan Documents permitted the Mortgagor to transfer
tenant-in-common interests in the Mortgaged Property provided that each
purchaser of a tenant-in-common interest satisfied the mortgagee's
single-purpose entity requirements and certain other conditions were
satisfied, and such transfers were all completed within 90 days after the
origination date of the Mortgage Loan. The Mortgagor now consists of 23
tenants-in-common; and
(ii) no Mortgagor has, and the Mortgagor's organization documents do
not require, an outside independent member.
With respect to the Springhill Apartments Mortgage Loan (Loan No. 23283),
the Mortgagor consists of two limited liability companies that own the
Mortgaged Property as tenants-in-common.
With respect to the Currell Centre Mortgage Loan (Loan No. 23893), the
Loan Documents permitted the Mortgagor to transfer tenant-in-common
interests in the Mortgaged Property provided that each purchaser of a
tenant-in-common interest satisfied the mortgagee's single-purpose entity
requirements and certain other conditions were satisfied, and such
transfers were all completed within 90 days after the origination date of
the Mortgage Loan. The Mortgagor now consists of 14 tenants-in-common.
With respect to the Sherwood Village Mortgage Loan (Loan No. 23585), the
Loan Documents permitted the Mortgagor to transfer tenant-in-common
interests in the Mortgaged Property provided that each purchaser of a
tenant-in-common interest satisfied the mortgagee's single-purpose entity
requirements and certain other conditions were satisfied, and such
transfers were all completed within 90 days after the origination date of
the Mortgage Loan. The Mortgagor now consists of eight tenants-in-common.
Schedule IIA (31) No Advances
-----------------------------
With respect to the Trinity Ridge Business Center Mortgage Loan (Loan No.
22740), in connection with the transaction documents under which the
Mortgagor purchased the related Mortgaged Property, upon a default under
the Mortgage Loan Documents the mortgagee will be entitled to receive
monthly payments from two escrow funds (the "Skate Park Escrow" and the
"Building 7866 Escrow") owned by the Mortgaged Property seller. The
mortgagee's right to receive payments will terminate twelve (12) months
after the Closing Date with respect to the Skate Park Escrow and eighteen
(18) months after the Closing Date with respect to the Building 7866
Escrow.
With respect to the Bandera Oaks Mortgage Loan (Loan No. 24230), in
connection with the transaction documents under which the Mortgagor
purchased the related Mortgaged Property, the mortgagee receives a monthly
payment from an escrow fund owned by the Mortgaged Property seller.
With respect to the Sherwood Village Mortgage Loan (Loan No. 23585), in
connection with the transaction documents under which the Mortgagor
purchased the related Mortgaged Property, upon a default under the
Mortgage Loan Documents the mortgagee will be entitled to receive monthly
payments from an escrow fund owned by the Mortgaged Property seller. The
mortgagee's right to receive payments will terminate twelve (12) months
after the Closing Date with respect to such escrow fund.
Schedule IIA (37) Escrow Deposits
---------------------------------
It is anticipated that the primary servicers of the Bridger Mortgage Loans
will retain possession of the escrows, deposits and payments on behalf of
the Depositor, rather than conveying possession thereof to the Depositor
on the Closing Date.
Schedule IIA (41) Non-Recourse Exceptions
-----------------------------------------
Each of the following Mortgage Loans has a non-recourse carve-out for
"fraud or intentional misrepresentation" rather than "fraud or material
misrepresentation":
Loan No. Mortgage Loan
--------- ------------------
23999 Xxxxxxxxx Xxxx
00000 Xxxxxxx Xxxxx Business Center
24534 Point View Shopping Center
22458 Winterpock
24230 Bandera Oaks
19960 One 11 Plaza
23025 Ruston Center
22624 Puyallup Wal-Mart Center
24298 Xxxxx Way
24187 Holiday Inn Express - Xxxxxxxxx Xxxxx
00000 Sawmill Apartments
23893 Currell Centre
24107 Self Storage City
19956 Rivers Bend
24141 La Quinta - Xxxxxxx
22075 Paris Building
12784 Otter Creek Mini Storage & Office
24079 Coupes Village
00000 Xxxxx Xxxxxx Xxxxxx - Xxxxxxxx
00000 Sherwood Village
00000 Xxxxxxx Xxxxxx
23238 Bakerview Retail
24344 Microtel Inn
23886 Harvard and Westgate Buildings
22402 Re/Max Building
24131 Xxxxxx Retail
23724 Eagle Clocktower
With respect to the Trinity Ridge Business Center Mortgage Loan (Loan No.
22740), the Currell Centre Mortgage Loan (Loan No. 23893) and the Sherwood
Village Mortgage Loan (Loan No. 23585), the related loan assumption
agreements provide that the added tenant-in-common Mortgagors (the "New
TICs," which term does not include the respective original Mortgagor) do
not have any personal liability (whether under any recourse carve-outs or
exceptions to non-recourse provisions or otherwise) for environmental
matters.
With respect to the Paris Building Mortgage Loan (Loan No. 22075), a
corporation rather than a natural person is the guarantor.
Schedule IIA (43) Financial Statements
--------------------------------------
With respect to the following Bridger Mortgage Loans, the related Loan
Documents require the delivery of at least quarterly operating statements
as well as an annual balance sheet of the related Mortgagor (but such Loan
Documents do not specifically require (i) the delivery of an annual
operating statement or (ii) that the annual balance sheet include a
statement of changes in financial position):
Loan No. Mortgage Loan
-------- -------------
24011 Warm Springs Industrial - Las Vegas
22740 Trinity Ridge Business Center
24534 Point View Shopping Center
22458 Winterpock
24230 Bandera Oaks
19960 One 11 Plaza
23025 Ruston Center
22624 Puyallup Wal-Mart Center
00000 Xxxxx Xxx
23893 Currell Centre
24107 Self Storage City
19956 Rivers Bend
24141 Xx Xxxxxx - Xxxxxxx
00000 Coupes Village
00000 Xxxxx Xxxxxx Xxxxxx - Xxxxxxxx
00000 Sherwood Village
23238 Bakerview Retail
24344 Microtel Inn
23886 Harvard and Westgate Buildings
22402 Re/Max Building
24131 Xxxxxx Retail
23724 Eagle Clocktower
Bridger Mortgage Loans
----------------------
The following Mortgage Loans are the Bridger Mortgage Loans:
Loan No. Mortgage Loan
-------- -------------
23999 Manzanita Gate
24011 Warm Springs Industrial-Las Vegas
24431 Glenshire Villas
22740 Trinity Ridge Business Center
24534 Point View Shopping Center
22458 Winterpock
00000 Xxxxxxx Xxxx
00000 Xxxxxxxxxx Apartments
19960 One 11 Plaza
23025 Ruston Center
22624 Puyallup Wall Mart Center
24298 Xxxxx Way
23787 Xxxxxx XX Xxxxxx
00000 Xxxxxxx Xxx Xxxxxxx-Xxxxxxxxx, XX
00000 Sawmill Apartments
23893 Currell Centre
24107 Self Storage City
19956 Rivers Bend
24141 La Quinta - Xxxxxxx
22075 Paris Building
12784 Otter Creek Mini Storage & Offices
24079 Coupes Village
00000 Xxxxx Xxxxxx Xxxxxx - Xxxxxxxx
00000 Market Square East Shopping Center
24112 Brookview Court Apartments
23585 Sherwood Village
00000 Xxxxxxx Xxxxxx
23238 Bakerview Retail
24344 Microtel Inn
23886 Harvard and Xxxxxxxx Xxxxxxxxx
00000 Xxxxxx Xxxxx
22402 Re/Max Building
24131 Xxxxxx Retail
23724 Eagle Clocktower
24278 Kirkwood Retail