Contract

Exhibit 99.1 CWCapital Mortgage Loan Purchase Agreement See attached MORTGAGE LOAN PURCHASE AGREEMENT Pursuant to this Mortgage Loan Purchase Agreement dated as of August 1, 2007 (the "Agreement"), between CWCapital Mortgage Securities I LLC ("CWCapital Securities I") and CWCapital Mortgage Securities VI LLC ("CWCapital Securities VI" and, together with CWCapital Securities I, their successors and permitted assigns hereunder, collectively, the "Seller"), CWCapital LLC, as an additional party with respect to the mortgage loans identified on the schedule annexed hereto as Exhibit A ("CWCapital" and, together with CWCapital Securities I and CWCapital Securities VI, the "CWCapital Parties") and CWCapital Commercial Funding Corp. (together with its successors and permitted assigns hereunder, the "Purchaser"), the Seller intends to sell and the Purchaser intends to purchase certain multifamily and commercial mortgage loans, as identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule") (collectively, the "Mortgage Loans"). The Purchaser intends to deposit the Mortgage Loans, together with other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by multiple classes (each, a "Class") of mortgage pass-through certificates (the "Certificates") to be identified as the CWCapital Commercial Funding Corp., Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3. One or more "real estate mortgage investment conduit" ("REMIC") elections will be made with respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of August 1, 2007, among the Purchaser, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined herein have the respective meanings set forth in the Pooling and Servicing Agreement, as in effect on the Closing Date. The Purchaser has entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of August 3, 2007, with Wachovia Capital Markets, LLC ("Wachovia Securities") and Citigroup Global Markets Inc. ("CGMI" and, together with Wachovia Securities, in such capacity, the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of the Certificates that are to be registered under the Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has also entered into a Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as of August 3, 2007, with Wachovia Securities and CGMI (collectively, in such capacity, the "Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of the remaining Certificates (other than the Residual Interest Certificates). In connection with the transactions contemplated hereby, the Seller, the Purchaser, the Underwriters and the Initial Purchasers have entered into an Indemnification Agreement (the "Indemnification Agreement"), dated as of August 3, 2007. Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans will have an aggregate principal balance of $562,527,524.65 (the "CWCapital Mortgage Loan Balance") as of the close of business on, with respect to each Mortgage Loan, its Due Date in August 2007 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not received. The purchase and sale of the Mortgage Loans shall take place on August 17, 2007, or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). Adequate consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date. SECTION 2. Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and satisfaction or waiver of the conditions to closing set forth in Section 5 hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, all the right, title and interest of the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date, subject to the rights of the holders of any related Companion Loans as specified in the related Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such Mortgage Loans, together with the rights and obligations related to such Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement and the Pooling and Servicing Agreement. (b) The Purchaser or its assignee shall, subject to the rights of the holders of any related Companion Loans, as applicable, be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date for each Mortgage Loan, but collected after such date, shall, subject to the rights of the holders of any related Companion Loans, as applicable, belong to, and be promptly remitted to, the Seller. (c) On or before the Closing Date, the Seller shall, on behalf of the initial Purchaser, deliver to and deposit, or cause to be delivered and deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance with the terms of, and conforming to the requirements set forth in, the Pooling and Servicing Agreement; provided that, with respect to any Non-Serviced Trust Loan, the preceding delivery requirements will be satisfied by delivery of the original Mortgage Note (and all intervening endorsements) related to such Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage File" solely because of delay caused by the public recording office where such document or instrument has been delivered for recordation, the Seller shall deliver to the Trustee a copy of the original, certified by the Seller to be a true and complete copy of the original thereof submitted for recording. Concurrently with such delivery, the Seller shall deliver, or cause to be delivered, to the Master Servicer and the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve and cash management agreements with respect to each Mortgage Loan for which a Mortgage File is required to be delivered to the Trustee. (d) For each Mortgage Loan for which a Mortgage File is required to be delivered to the Trustee, the Seller shall bear the reasonable out-of-pocket costs and expenses related to recording or filing, as the case may be, in the appropriate public office for real property records or Uniform Commercial Code financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in clause (a)(viii) of the definition of "Mortgage File." If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare a substitute therefor or cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan). (e) The Seller shall deliver, or cause to be delivered, to the Master Servicer within 10 business days after the Closing Date, all documents and records that (i) relate to the servicing and administration of the Serviced Loans, (ii) are reasonably necessary for the ongoing administration and/or servicing of the Serviced Loans and (iii) are in possession or control of the Seller, together with (x) all unapplied Escrow Payments and Reserve Funds in the possession or under control of the Seller that relate to the Serviced Loans and (y) a statement indicating which Escrow Payments and Reserve Funds are allocable to such Serviced Loans), provided that the Seller shall not be required to deliver any draft documents, privileged or other internal communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations. (f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as provided herein, the Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser. (g) The Seller shall provide, or cause to be provided, information necessary for the Master Servicer to produce the initial data with respect to each Mortgage Loan for the CMSA Financial File and the CMSA Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to the Pooling and Servicing Agreement. (h) The Seller shall provide the Master Servicer with the Supplemental Servicer Schedule. SECTION 3. Representations, Warranties and Covenants of Seller. (a) each of the CWCapital Parties hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) (A) CWCapital is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Massachusetts and (B) CWCapital Securities I and CWCapital Securities VI are each a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, are duly qualified as foreign organizations in good standing in all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise comply with its obligations under this Agreement, except where the failure to be so qualified would not have a material adverse effect on their ability to perform their obligations hereunder, and possess all requisite authority and power to carry on their business as currently conducted by it and to execute, deliver and comply with their obligations under the terms of this Agreement. (ii) This Agreement has been duly and validly authorized, executed and delivered by each of the CWCapital Parties and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of each of the CWCapital Parties, enforceable against each of the CWCapital Parties in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors' rights in general, and (B) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by each of the CWCapital Parties' and the CWCapital Parties' performance and compliance with the terms of this Agreement will not (A) violate each of the CWCapital Parties' organizational documents, (B) violate any law or regulation or any administrative decree or order to which the CWCapital Parties are subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the CWCapital Parties are a party or by which the CWCapital Parties are bound. (iv) Each of the CWCapital Parties are not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the CWCapital Parties' reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the CWCapital Parties or their properties or have consequences that would, in each of the CWCapital Parties' reasonable and good faith judgment, materially and adversely affect its performance hereunder. (v) Each of the CWCapital Parties' are not a party to or bound by any agreement or instrument or subject to any organizational document or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the CWCapital Parties' reasonable and good faith judgment, materially and adversely affect the ability of each of the CWCapital Parties to perform its obligations under this Agreement or that requires the consent of any third person to the execution and delivery of this Agreement by the CWCapital Parties or the performance by the CWCapital Parties of their obligations under this Agreement. (vi) Except for the recordation and/or filing of assignments and other transfer documents with respect to the Mortgage Loans, as contemplated by Section 2(d), no consent, approval, authorization or order of, registration or filing with, or notice to, any court or governmental agency or body, is required for the execution, delivery and performance by each of the CWCapital Parties of or compliance by the CWCapital Parties' with this Agreement or the consummation of the transactions contemplated by this Agreement; and no bulk sale law applies to such transactions. (vii) No litigation is pending or, to the best of the CWCapital Parties' knowledge, threatened against any of the CWCapital Parties that would, in the CWCapital Parties' good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the CWCapital Parties of their obligations under this Agreement. (viii) The Seller intends to treat the transfer of the Mortgage Loans to the Purchaser as a sale for accounting and tax purposes. In connection with the foregoing, the Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan). The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller. After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Seller's debts and obligations, including contingent and unliquidated debts and obligations of the Seller, and the Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. The Mortgage Loans do not constitute all or substantially all of the assets of the Seller. The Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (ix) No proceedings looking toward liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. (b) The CWCapital Parties hereby make, for the benefit of the Purchaser, with respect to each Mortgage Loan, as of the Closing Date or as of such other date expressly set forth therein, each of the representations and warranties set forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C attached hereto. SECTION 4. Representations and Warranties of the Purchaser. In order to induce the Seller to enter into this Agreement, the Purchaser hereby represents and warrants for the benefit of the CWCapital Parties as of the date hereof that: (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has the full corporate power and authority and legal right to acquire the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the Trustee. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and, assuming due authorization, execution and delivery hereof by the CWCapital Parties, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors' rights in general, and (B) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by the Purchaser and the Purchaser's performance and compliance with the terms of this Agreement will not (A) violate the Purchaser's organizational documents, (B) violate any law or regulation or any administrative decree or order to which the Purchaser is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Purchaser is a party or by which the Purchaser is bound. (iv) Except as may be required under federal or state securities laws (and which will be obtained on a timely basis), no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court, is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any transaction described in this Agreement. (v) Under GAAP and for federal income tax purposes, the Purchaser will report the transfer of the Mortgage Loans by the Seller to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. (vi) None of the acquisition of the Mortgage Loans by the Purchaser, the transfer of the Mortgage Loans to the Trustee, or the execution, delivery or performance of this Agreement by the Purchaser, results or will result in the creation or imposition of any lien on any of the Purchaser's assets or property, or conflicts or will conflict with, results or will result in a breach of, or requires or will require the consent of any third person or constitutes or will constitute a default under (A) any term or provision of the Purchaser's certificate of incorporation or bylaws, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Purchaser is a party or by which the Purchaser is bound, or (C) any law, rule, regulation, order, judgment, writ, injunction or decree or any court or governmental authority having jurisdiction over the Purchaser or its assets. SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the Seller. (a) If any of the CWCapital Parties discovers or receives notice in accordance with Section 10 hereof of a Document Defect or a breach of any of its representations and warranties made pursuant to Section 3(b) hereof (each such breach, a "Breach") relating to any Mortgage Loan, and such Document Defect or Breach materially and adversely affects the value of the Mortgage Loan or the related Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in which case any such Document Defect or Breach would be a "Material Document Defect" or a "Material Breach," as the case may be), then (subject to Section 5(b)) the Seller shall, within 90 days after its discovery or receipt of such notice of such Material Document Defect or Material Breach (or, in the case of a Material Document Defect or Material Breach that affects whether a Mortgage Loan was, as of the Closing Date, is or will continue to be a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days after any party discovering such Material Document Defect or Material Breach) (such 90-day period, in either case, the "Initial Resolution Period"), (i) cure such Material Document Defect or Material Breach, as the case may be, in all material respects, which cure shall include payment of any Additional Trust Fund Expenses associated therewith, or (ii) repurchase the affected Mortgage Loan (or the related Mortgaged Property, or in the case of any Mortgaged Property related to a Loan Group, to the extent of the Seller's interest therein) from, and in accordance with the directions of, the Purchaser or its designee, at a price equal to the Purchase Price; provided that if (A) any such Material Breach or Material Document Defect, as the case may be, does not affect whether the Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified Mortgage, (B) such Material Breach or Material Document Defect, as the case may be, is capable of being cured but not within the applicable Initial Resolution Period, (C) 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 (D) the Seller shall have delivered to the Purchaser a certification executed on behalf of the Seller by an officer thereof confirming that such Material Breach or Material Document Defect, as the case may be, is not capable of being cured within the applicable Initial Resolution Period, setting forth what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Material Breach or Material Document Defect, as the case may be, will be cured within an additional period not to exceed 90 days beyond the end of the applicable Initial Resolution Period, then the Seller shall have such additional 90-day period (the "Resolution Extension Period") to complete such cure or, failing such, to repurchase the affected Mortgage Loan (or the related Mortgaged Property) unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at the end of the Initial Resolution Period, then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or as described in clause (e), clause (f) or clause (g) of the definition of "Specially Serviced Mortgage Loan" in the Pooling and Servicing Agreement and (y) the Material Document Defect was identified in a certification delivered to Seller by the Trustee pursuant to Section 2.02 of the Pooling and Servicing Agreement not less than 90 days prior to the delivery of the notice of such Material Document Defect; and provided, further, that, if any such Material Document Defect is still not cured after the initial 90-day period and any such additional 90-day period solely due to the failure of the Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure and repurchase obligations in respect of such Document Defect so long as the Seller certifies to the Purchaser every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure or repurchase may continue beyond the second anniversary of the Closing Date. Any such repurchase of a 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 Breach or 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. Provided that the Master Servicer has notice of such Material Document Defect or Material Breach, the Master Servicer shall notify the Seller if the related Mortgage Loan becomes a Specially Serviced Mortgage Loan during any applicable cure periods. Any of the following document defects shall be conclusively presumed to be a Material Document Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, together with the endorsements referred to in clause (a)(i) of the definition of "Mortgage File," unless the Mortgage File contains a signed lost note affidavit and indemnity with respect to the missing Mortgage Note and any missing endorsement that appears to be regular on its face, (b) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of the original executed Mortgage or a copy of such Mortgage certified by the local authority with which the Mortgage was recorded, in each case with evidence of recording thereon, that appears to be regular on its face, unless there is included in the Mortgage File a copy of the executed Mortgage and a certificate stating that the original signed Mortgage was sent for recordation, (c) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of the original or a copy of the lender's title insurance policy, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, or marked up insurance binder or title commitment which is marked as a binding commitment and countersigned by title company, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignment to the Trustee on behalf of the Trust and a certificate stating that the original intervening assignments were sent for recordation, unless there is included in the Mortgage File a certified copy of the intervening assignment, (e) the absence from the Mortgage File of a copy of the ground lease with respect to any leasehold mortgages or (f) other than with respect to a Non-Serviced Trust Loan, the absence from the Servicing File of any original letter of credit. (b) If (x) any Mortgage Loan is subject to a Material Breach or Material Document Defect and would otherwise be required to be repurchased as contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the applicable Material Breach of 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 in such portfolio, the Purchaser or its designee shall use reasonable efforts, subject to the terms of the related Mortgage Loans, to prepare and, to the extent necessary and appropriate, have executed by the related Mortgagor and record, such documentation as may be necessary to (i) in the case of a Cross-Collateralized Group, terminate the cross-collateralization between the Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on the one hand, and the remaining Mortgage Loans therein, on the other hand, such that those two groups of Mortgage Loans are each secured only by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly corresponding thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged Properties, release the affected Mortgaged Properties from the cross-collateralization of the Mortgage Loan; provided that, if such Cross-Collateralized Group is still subject to the Pooling and Servicing Agreement, then no such termination shall be effected unless and until (i) the Purchaser or its designee has received from the Seller (A) an Opinion of Counsel to the effect that such termination or release will not cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event to occur with respect to the Grantor Trust and (B) a written confirmation from each Rating Agency that such termination or release will not cause an Adverse Rating Event to occur with respect to any Class of Certificates, (ii) the debt service coverage ratio for the four preceding calendar quarters for all of the Mortgage Loans relating to such Cross-Collateralized Group remaining is not less than 0.05x below the debt service coverage ratio for all Mortgage Loans of such Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties (including the affected Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the Mortgage Loans of such Cross-Collateralized Group remaining is not greater than 5% more than the loan-to-value ratio for all Mortgage Loans of such Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage Loan secured by a portfolio of Mortgaged Properties (including the affected Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is acting) has consented (which consent shall not be unreasonably withheld and shall be deemed to have been given if no written objection is received by the Seller within 10 Business Days of the Directing Holder's receipt of a written request for such consent); and provided, further, that the Seller may, at its option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu of terminating the cross-collateralization or a release of the affected Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In the event that the cross-collateralization of any Cross-Collateralized Group is terminated or any Mortgaged Property related to a Mortgage Loan secured by a portfolio of Mortgaged Properties is released pursuant to this paragraph, the Seller may elect either to repurchase only the affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which the Material Breach or Material Document Defect exists or to repurchase the aggregate Cross-Collateralized Mortgage Loans or Mortgaged Properties. All reasonable costs and expenses incurred by the Purchaser or its designee pursuant to this paragraph shall be included in the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased. If the cross-collateralization of any Cross-Collateralized Group is not or cannot be terminated as contemplated by this paragraph, then, for purposes of (i) determining whether any Breach or Document Defect, as the case may be, is a Material Breach or Material Document Defect, and (ii) the application of remedies, such Cross-Collateralized Group shall be treated as a single Mortgage Loan. It shall be a condition to any repurchase of a Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and delivered such instruments of endorsement, 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 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; (ii) the Purchaser shall deliver to the Seller all portions of the Mortgage File and other documents pertaining to such Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow payments or reserve funds held by it, or on its behalf, in respect of such Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall forward such amended schedule to the Purchaser. (c) The Seller hereby acknowledges and agrees that any modification of the Mortgage Loan pursuant to a workout, foreclosure, sale or other liquidation pursuant to, and in accordance with, the Pooling and Servicing Agreement shall not constitute a defense to any repurchase claim disputed by the Seller nor shall such modification change the Purchase Price due from the Seller for any repurchase claim. In the event of any such modification, the Seller hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is required to or elects to repurchase such Mortgage Loan in accordance with the terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the successor REO Property, shall be without (i) recourse of any kind (either expressed or implied) by such Person against the Seller and (ii) representation or warranty of any kind (either expressed or implied) by the Seller to or for the benefit of such Person. (d) The fact that a Material Document Defect or Material Breach is not discovered until after foreclosure (but in all instances prior to the sale of the successor REO Property or Mortgage Loan) shall not prejudice any claim against the Seller for repurchase of the REO Mortgage Loan or successor REO Property, which claim shall be made in accordance with this Section 5. If a court of competent jurisdiction issues a final order that the Seller is or was obligated to repurchase the related Mortgage Loan or the successor REO Loan or the Seller otherwise accepts liability, then, after the expiration of any applicable appeal period, but in no event later than the termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the Seller will be obligated to pay to the Trust the difference between (i) any Liquidation Proceeds received upon such liquidation net of Liquidation Expenses and (ii) the Purchase Price; provided that the prevailing party in such action shall be entitled to recover from the other party all costs, fees and expenses (including reasonable attorneys fees) related thereto. (e) [Reserved]. (f) It is understood and agreed that the obligations of the Seller set forth in Section 5(a) to cure any Material Breach or Material Document Defect or to repurchase such Mortgage Loan constitute the sole remedies available to the Purchaser with respect to any Breach or Document Defect, provided that for purposes of the remedies set forth in this Section 5, the sole recourse with respect Mortgage Loans shall be against CWCapital. (g) Notwithstanding the foregoing, if there exists a Breach of that portion of the representation or warranty on the part of the Seller set forth in, or made pursuant to, paragraph 38 of Exhibit B to this Agreement, specifically relating to whether or not the Mortgage Loan documents or any particular Mortgage Loan document for any Mortgage Loan requires the related Mortgagor to bear reasonable costs and expenses associated with a defeasance, as set forth in paragraph 38 (any such fees, costs or expenses, referred to herein as "Covered Costs"), then the Purchaser or its designee will direct the Seller in writing to wire transfer to the Custodial Account, within 90 days of receipt of such direction, the amount of any such reasonable costs and expenses incurred by the Trust that (i) otherwise would have been required to be paid by the Mortgagor if such representation or warranty with respect to such costs and expenses had in fact been true, as set forth in the related representation or warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the Seller shall be deemed to have cured such Breach in all respects. Provided that such payment is made, this paragraph describes the sole remedy available to the Purchaser regarding any such Breach, regardless of whether it constitutes a Material Breach, and the Seller shall not be obligated to otherwise cure such Breach or repurchase the affected Mortgage Loan under any circumstances. (h) For so long as the Trust Fund 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 of such securitization) and the Trustee with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 10281 at 10:00 A.M., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of the CWCapital Parties set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement, shall be true and correct in all material respects as of the Closing Date; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are reasonably acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (d) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the CWCapital Parties shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (g) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date. SECTION 7. Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the CWCapital Parties; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A Certificate of CWCapital, executed by a duly authorized officer of CWCapital and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that CWCapital has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (e) An Officer's Certificate from an officer of CWCapital, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of CWCapital, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (f) As certified by an officer of the applicable CWCapital Party, true and correct copies of (i) the organizational documents of each CWCapital Party and (ii) certificates of good standing of (A) CWCapital Securities I and CWCapital Securities VI each issued by the Secretary of State of the State of Delaware and (B) CWCapital issued by the Secretary of State of the State of Massachusetts, each as of a recent date; (g) A favorable opinion of counsel to CWCapital, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (h) A favorable opinion of in-house counsel to CWCapital, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement; (i) A letter of counsel of CWCapital, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to CWCapital or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to CWCapital or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and (j) Such further certificates, opinions and documents as the Purchaser may reasonably request. SECTION 8. Costs. The reasonable out-of-pocket costs and expenses incurred by the Seller, each other mortgage loan seller, the Purchaser, the Underwriters and the Initial Purchasers in connection with the securitization of the Mortgage Loans and the other transactions contemplated by this Agreement, the Underwriting Agreement and the Certificate Purchase Agreement shall be payable as set forth in a separate writing among such parties on the Closing Date. SECTION 9. Grant of a Security Interest. The parties hereto agree that it is their express intent that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then it is the express intent of the parties that: (i) such conveyance shall be deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller; (ii) this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (iii) the conveyance provided for in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (iv) the assignment to the Trustee of the interest of the Purchaser in and to the Mortgage Loans shall be deemed to be an assignment of any security interest created hereunder; (v) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the Mortgage Notes for the Mortgage Loans, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-313 of the applicable Uniform Commercial Code; and (vi) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from such persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. SECTION 10. Notices. All notices, copies, requests, consents, demands and other communications required hereunder shall be in writing and telecopied or delivered to the intended recipient at the "Address for Notices" specified beneath its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice hereunder to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. 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 CWCapital Parties submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Seller to the Purchaser (and by the Purchaser to the Trustee) until the termination of the Pooling and Servicing Agreement pursuant to the terms thereof. SECTION 12. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. SECTION 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same agreement. SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY 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 CWCapital Parties under this Agreement shall not be assigned by the CWCapital Parties without the prior written consent of the Purchaser, except that any person into which one of the CWCapital Parties may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which one of the CWCapital Parties is a party, or any person succeeding to all or substantially all of the business of the CWCapital Parties, shall be the successor one of the CWCapital Parties hereunder. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, as may be required to effect the purposes of the Pooling and Servicing Agreement, and the assignee shall, to the extent of such assignment, succeed to the rights and obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the CWCapital Parties, the Purchaser, and their respective successors and permitted 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. The CWCapital Parties' obligations hereunder shall in no way be expanded, changed or otherwise affected by any amendment of or modification to the Pooling and Servicing Agreement, unless the CWCapital Parties have consented to such amendment or modification in writing. 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. ADDITIONAL PARTY CWCAPITAL LLC By: /s/ Paul A. Sherrington -------------------------------- Name: Paul A. Sherrington Title: Senior Vice President Assistant General Counsel SELLER CWCAPITAL MORTGAGE SECURITIES I LLC By: /s/ Paul A. Sherrington -------------------------------- Name: Paul A. Sherrington Title: Senior Vice President Assistant General Counsel CWCAPITAL MORTGAGE SECURITIES VI LLC By: /s/ Paul A. Sherrington -------------------------------- Name: Paul A. Sherrington Title: Senior Vice President Assistant General Counsel PURCHASER CWCAPITAL COMMERCIAL FUNDING CORP. By: /s/ Robert Restrick ------------------------------- Name: Robert Restrick Title: Senior Managing Director SCHEDULE A Notices Additional Party: - ----------------- Address for Notices: 1540 Broadway 23rd Floor New York, NY 10036 Attention: Paul A. Sherrington Seller: - ------- 1540 Broadway 23rd Floor New York, NY 10036 Attention: Paul A. Sherrington Purchaser: - ---------- One Charles River Place 63 Kendrick Street Needham, MA 02494 Attention: Craig Lieberman EXHIBIT A Mortgage Loan Schedule COBALT CMBS COMMERCIAL MORTGAGE TRUST 2007-C3 EXHIBIT A CWCAPITAL

Mortgage Loan Number Property Name Address - ----------- ----------------------------------------- --------------------------------------------- 7 Tradewinds Hospitality Portfolio Various 7.01 Tradewinds Island Grand Resort 5500 Gulf Boulevard 7.02 Tradewinds Breckenridge Resort 5700 Gulf Boulevard 7.03 Tradewinds Sandpiper Resort 6000 Gulf Boulevard 17 2041 Rosecrans Avenue & 831 Nash Street 2041 Rosecrans Avenue & 831 Nash Street 18 Vinings Corner Apartments 2101 Paces Ferry Road 20 Mission Gate 8025 Ohio Drive 25 Preferred Freezer - Philadelphia, PA 3101 South 3rd Street 28 The Woods of North Bend 400-A Woods of North Bend Drive 31 One Deerwood Center 10201 Centurion Parkway North 35 Mattson Technologies Buildings Portfolio Various 35.01 150 Oaklands Boulevard 150 Oaklands Boulevard 35.02 515 James Hance Court 515 James Hance Court 39 4001 Brandywine Street, NW 4001 Brandywine Street, NW 40 Alvarado Apartments 611 Lead Avenue SW 42 Matthews Reserve Apartments 1315 Cameron Matthews Drive 43 Greens Crossroads 205-249 Greens Road 44 321 Ballenger Center Drive 321 Ballenger Center Drive 45 Shadowridge Apartments 7000 College Avenue 46 Illinois Student Housing Portfolio Various 46.01 202 East John Street 202 East John Street 46.02 102 East Gregory Street 102 East Gregory Street 46.03 807 Oregon Street 807 Oregon Street 46.04 811 Oregon Street 811 Oregon Street 46.05 810 West Iowa Street 810 West Iowa Street 49 Dorado Heights Apartments 11800 Montgomery Boulevard NE 50 Cherry Hill Theatres 2121 Route 38 56 PRC Building 19500 South Dixie Highway 58 Cooper's Mill 15603 Gulf Freeway 66 Wind Hill Office Center 2315-2325 Dean Street 67 Manchester Square Shopping Center East 61st Street and South Memorial Drive 68 Staverton West 21441 Pacific Boulevard 69 Village Center Plaza 23920-23930 Westhemier Parkway 70 Quarterfield Station & Quarterfield Place 7704, 7706 & 7711 Quarterfield Road 71 Landmark Apartments 6303 Indian School Road NE 74 Sweet Ovations Plant 16911 South Normandie Avenue 77 Bethany Town Center 2330 Bethany Home Road 78 Guam Medical Plaza 633 Governor Carlos Camacho Road 80 Air & Space Self Storage 14560 Lee Road 81 Dearborn Street Station 47 West Polk Street 84 San Marin Apartments - El Paso, TX 1450 George Dieter Drive 86 Tanglewood Apartments 6522 54th Avenue North 87 4901 28th Street SE 4901 28th Street SE 89 Walgreens - Brighton, NY 1650 Elmwood Avenue 90 The Hallmark Building 695 Eddy Street 91 Rite Aid - Bronx, NY 925 Sound View Avenue 93 Warren Henry 4645 SW 148th Avenue 94 Cedar Ridge Townhomes 2082 Knoll Crest Drive 95 The Northcrest Apartments 5133 NW Kalivas Drive 96 Walgreens - Cortlandville, NY 3948 Route 281 98 Country Place Apartments 1000 Justice Way 99 Walgreens - Camilus, NY 5206 West Genessee Street 101 1329 Wisconsin Avenue, NW 1329 Wisconsin Avenue, NW 103 Your Extra Attic - Marietta, GA 4730 Lower Roswell Road 104 Highland Oaks Apartments 5000-5300 Fairfax Road 105 Eagle Mill Lofts 1418 West Marshall Street 107 Rite Aid - West Goshen, PA 1301 Phoenixville Pike 108 Harley Retail Shops 3989 Cascade Road SE 109 The Greenway/Gregory's Landing Apartments 1516 Greenway Drive & 410 East 15th Street 110 Foundations Bank & Executive Center N35 W23877 Highfield Court 111 State Street Retail 10475-10497 South State Street 112 Roundlake Plaza I & II 730-785 4th Street North 113 Prairie Lakes Shopping Center 14350 Mundy Drive 114 Boardwalk Village & Villas 125 Chapel Drive & 1730 West Pensacola Street 115 23rd Street Plaza 425 East 23rd Street 116 106 South Gregory and 503 East Stoughton 106 South Gregory and 503 East Stoughton 117 Adams Alley 2420 17th Street NW 118 GTE Plaza 1900 North Story Road 119 36 Middlesex Turnpike 36 Middlesex Turnpike 120 The Dahlmann Campus Inn 601 Langdon Street 122 Maplewood Marketplace 1275 County Road D E 123 Doral Office Building 8180 NW 36th Street Remaining Term Mortgage Cut-Off Date Monthly P&I to Maturity Loan Number City State Zip Code Loan Balance ($) Payments ($) Mortgage Rate or ARD (Mos.) - ----------- ----------------------- ----- ------------- ---------------- ------------ ------------- -------------- 7 St. Pete Beach FL 33706 50,000,000 IO 5.7280% 83 7.01 St. Pete Beach FL 33706 7.02 St. Pete Beach FL 33706 7.03 St. Pete Beach FL 33706 17 El Segundo CA 90245 28,416,993 161,857 5.5100% 118 18 Smyrna GA 30080 27,580,000 IO 5.8550% 57 20 Plano TX 75024 26,400,000 IO 5.8750% 57 25 Philadelphia PA 19148 22,300,000 IO 5.7700% 116 28 Raleigh NC 27609 21,200,000 IO 5.5710% 118 31 Jacksonville FL 32256 19,000,000 IO 5.6730% 117 35 West Whiteland Township PA 19341 16,300,000 98,546 6.0780% 118 35.01 West Whiteland Township PA 19341 35.02 West Whiteland Township PA 19341 39 Washington DC 20016 14,660,000 91,862 6.4170% 119 40 Albuquerque NM 87102 14,640,000 IO 5.7150% 117 42 Matthews NC 28105 13,800,000 IO 5.8350% 57 43 Houston TX 77067 13,000,000 76,278 5.8000% 57 44 Frederick MD 21703 12,520,000 71,748 5.5840% 117 45 Bakersfield CA 93306 12,150,000 IO 5.6460% 116 46 Various IL Various 12,000,000 70,365 5.7940% 117 46.01 Champaign IL 61820 46.02 Champaign IL 61820 46.03 Urbana IL 61801 46.04 Urbana IL 61801 46.05 Urbana IL 61801 49 Albuquerque NM 87111 11,400,000 IO 5.7170% 117 50 Cherry Hill NJ 08002 11,000,000 63,315 5.6240% 118 56 Cutler Bay FL 33157 9,900,000 IO 5.7460% 118 58 Webster TX 77598 9,700,000 IO 6.1813% 58 66 Saint Charles IL 60175 8,705,000 IO 5.7000% 118 67 Tulsa OK 74133 8,600,000 53,855 6.4110% 120 68 Sterling VA 20166 8,400,000 IO 5.6560% 59 69 Katy TX 77494 8,250,000 46,749 5.4820% 117 70 Glen Burnie MD 21061 8,000,000 46,164 5.6470% 116 71 Albuquerque NM 87110 7,878,000 IO 5.7170% 117 74 Gardena CA 90501 7,600,000 47,862 6.4650% 119 77 Phoenix AZ 85015 7,160,000 IO 5.8960% 120 78 Tamuning GU 96913 6,987,256 42,068 6.0220% 118 80 Chantilly VA 20151 6,800,000 39,037 5.6000% 117 81 Chicago IL 60605 6,780,833 39,735 5.7620% 117 84 El Paso TX 79936 6,250,000 35,561 5.5190% 117 86 St. Petersburg FL 33709 5,858,565 34,453 5.7950% 117 87 Cascade Township MI 49512 5,825,651 36,980 5.8000% 117 89 Brighton NY 14618 5,632,000 32,506 5.6490% 117 90 Providence RI 02903 5,600,000 32,623 5.7340% 119 91 Bronx NY 10473 5,464,344 34,016 6.3380% 118 93 Davie FL 33330 5,187,600 32,818 5.8080% 119 94 Arlington TX 76014 5,140,000 32,647 6.5470% 120 95 Riverside MO 64150 5,000,000 32,833 6.8710% 119 96 Cortlandville NY 13045 4,864,000 28,074 5.6490% 117 98 Abilene TX 79602 4,791,281 28,877 6.0320% 118 99 Camilus NY 13031 4,480,000 25,857 5.6490% 117 101 Washington DC 20007 4,400,000 IO 6.0120% 119 103 Marietta GA 30068 4,250,000 24,759 5.7340% 117 104 Bakersfield CA 93306 4,200,000 IO 5.6470% 116 105 Richmond VA 23220 3,934,857 23,207 5.8120% 116 107 West Goshen Township PA 19380 3,825,000 22,619 5.8720% 117 108 Grand Rapids Township MI 49546 3,700,000 21,828 5.8500% 117 109 Eudora KS 66025 3,573,243 21,143 5.8600% 118 110 Pewaukee WI 53072 3,511,884 20,492 5.7410% 119 111 Sandy UT 84070 3,500,000 20,456 5.7640% 119 112 St. Petersburg FL 33701 3,470,000 19,818 5.5530% 117 113 Noblesville IN 46060 3,250,000 19,032 5.7820% 118 114 Tallahassee FL 32304 3,150,000 18,211 5.6640% 118 115 Panama City FL 32405 3,111,022 18,053 5.6720% 117 116 Urbana / Champaign IL 61801 / 61820 3,065,000 IO 5.5040% 117 117 Washington DC 20009 3,000,000 17,689 5.8450% 117 118 Irving TX 75061 2,950,000 17,197 5.7400% 117 119 Bedford MA 01730 2,800,000 IO 6.1850% 120 120 Madison WI 54603 2,692,884 16,275 6.0500% 117 122 Maplewood MN 55109 2,645,111 15,823 5.9620% 118 123 Doral FL 33166 2,277,000 13,663 6.0080% 118 Remaining Amort Term Interest Loan Mortgage Maturity Date (Mos.) for Balloon Accrual Administrative Master Servicing Loan Number or ARD Mortgage Loan Method Cost Rate Fee Rate Ground Lease - ----------- ------------- -------------------- ---------- -------------- ---------------- ------------ 7 07/01/14 IO Actual/360 0.0310% 0.0300% Y 7.01 N 7.02 N 7.03 Y 17 06/01/17 358 Actual/360 0.0310% 0.0300% N 18 05/01/12 IO Actual/360 0.0310% 0.0300% N 20 05/01/12 IO Actual/360 0.0310% 0.0300% N 25 04/01/17 IO Actual/360 0.0310% 0.0300% N 28 06/01/17 IO Actual/360 0.0310% 0.0300% N 31 05/01/17 IO Actual/360 0.0310% 0.0300% N 35 06/01/17 360 Actual/360 0.0310% 0.0300% N 35.01 N 35.02 N 39 07/01/17 360 Actual/360 0.0310% 0.0300% N 40 05/01/17 IO Actual/360 0.0310% 0.0300% N 42 05/01/12 IO Actual/360 0.0310% 0.0300% N 43 05/01/12 360 Actual/360 0.0310% 0.0300% N 44 05/01/17 360 Actual/360 0.0310% 0.0300% N 45 04/01/17 IO Actual/360 0.0310% 0.0300% N 46 05/01/17 360 Actual/360 0.0310% 0.0300% N 46.01 N 46.02 N 46.03 N 46.04 N 46.05 N 49 05/01/17 IO Actual/360 0.0310% 0.0300% N 50 06/01/17 360 Actual/360 0.0310% 0.0300% N 56 06/01/17 IO Actual/360 0.0310% 0.0300% N 58 06/01/12 IO Actual/360 0.0310% 0.0300% N 66 06/01/17 IO Actual/360 0.0310% 0.0300% N 67 08/01/17 360 Actual/360 0.0310% 0.0300% Y 68 07/01/12 IO Actual/360 0.0310% 0.0300% N 69 05/01/17 360 Actual/360 0.0310% 0.0300% N 70 04/01/17 360 Actual/360 0.0310% 0.0300% N 71 05/01/17 IO Actual/360 0.0310% 0.0300% N 74 07/01/17 360 Actual/360 0.0310% 0.0300% N 77 08/01/17 IO Actual/360 0.0310% 0.0300% N 78 06/01/17 358 Actual/360 0.0310% 0.0300% N 80 05/01/17 360 Actual/360 0.0310% 0.0300% N 81 05/01/17 357 Actual/360 0.0510% 0.0500% N 84 05/01/17 360 Actual/360 0.0810% 0.0800% N 86 05/01/17 357 Actual/360 0.0310% 0.0300% N 87 05/01/17 297 Actual/360 0.0810% 0.0800% N 89 05/01/17 360 Actual/360 0.0310% 0.0300% N 90 07/01/17 360 Actual/360 0.0310% 0.0300% N 91 06/01/17 358 Actual/360 0.0310% 0.0300% Y 93 07/01/17 300 Actual/360 0.0310% 0.0300% Y 94 08/01/17 360 Actual/360 0.0810% 0.0800% N 95 07/01/17 360 Actual/360 0.0810% 0.0800% N 96 05/01/17 360 Actual/360 0.0310% 0.0300% N 98 06/01/17 358 Actual/360 0.0310% 0.0300% N 99 05/01/17 360 Actual/360 0.0310% 0.0300% N 101 07/01/17 IO Actual/360 0.0310% 0.0300% N 103 05/01/17 360 Actual/360 0.0310% 0.0300% N 104 04/01/17 IO Actual/360 0.0310% 0.0300% N 105 04/01/17 356 Actual/360 0.0310% 0.0300% N 107 05/01/17 360 Actual/360 0.0310% 0.0300% N 108 05/01/17 360 Actual/360 0.0810% 0.0800% N 109 06/01/17 358 Actual/360 0.0310% 0.0300% N 110 07/01/17 359 Actual/360 0.0310% 0.0300% N 111 07/01/17 360 Actual/360 0.0310% 0.0300% N 112 05/01/17 360 Actual/360 0.0310% 0.0300% N 113 06/01/17 360 Actual/360 0.0310% 0.0300% N 114 06/01/17 360 Actual/360 0.0310% 0.0300% N 115 05/01/17 357 Actual/360 0.0310% 0.0300% N 116 05/01/17 IO Actual/360 0.0310% 0.0300% N 117 05/01/17 360 Actual/360 0.0310% 0.0300% N 118 05/01/17 360 Actual/360 0.0310% 0.0300% N 119 08/01/17 IO Actual/360 0.0310% 0.0300% N 120 05/01/17 357 Actual/360 0.0310% 0.0300% N 122 06/01/17 358 Actual/360 0.1110% 0.1100% N 123 06/01/17 360 Actual/360 0.0310% 0.0300% N Cross Collateralized Mortgage and Cross Defaulted Letter of Credit Loan Number Mortgage Loan Seller Originator Defeasance Loan Loan Flag In-Place ARD Loan - ----------- -------------------- ---------- --------------- -------------------- ---------------- -------- 7 CWCapital CWCapital Y N N N 7.01 CWCapital CWCapital 7.02 CWCapital CWCapital 7.03 CWCapital CWCapital 17 CWCapital CWCapital Y N N Y 18 CWCapital CWCapital N N N N 20 CWCapital CWCapital N N N N 25 CWCapital CWCapital Y N N Y 28 CWCapital CWCapital Y N N N 31 CWCapital CWCapital Y N N Y 35 CWCapital CWCapital Y N N Y 35.01 CWCapital CWCapital 35.02 CWCapital CWCapital 39 CWCapital CWCapital Y N N N 40 CWCapital CWCapital Y N N N 42 CWCapital CWCapital N N N N 43 CWCapital CWCapital Y N N Y 44 CWCapital CWCapital Y N N N 45 CWCapital CWCapital Y N N N 46 CWCapital CWCapital Y N N N 46.01 CWCapital CWCapital 46.02 CWCapital CWCapital 46.03 CWCapital CWCapital 46.04 CWCapital CWCapital 46.05 CWCapital CWCapital 49 CWCapital CWCapital Y N N N 50 CWCapital CWCapital Y N N Y 56 CWCapital CWCapital Y N N Y 58 CWCapital CWCapital Y N N N 66 CWCapital CWCapital Y N N N 67 CWCapital CWCapital Y N N N 68 CWCapital CWCapital Y N N Y 69 CWCapital CWCapital Y N N Y 70 CWCapital CWCapital Y N N N 71 CWCapital CWCapital Y N N N 74 CWCapital CWCapital N N N Y 77 CWCapital CWCapital Y N N Y 78 CWCapital CWCapital Y N N N 80 CWCapital CWCapital Y N N Y 81 CWCapital CWCapital Y N N N 84 CWCapital CWCapital Y N N N 86 CWCapital CWCapital Y N N N 87 CWCapital CWCapital Y N N N 89 CWCapital CWCapital N N N Y 90 CWCapital CWCapital N N N N 91 CWCapital CWCapital Y N Y N 93 CWCapital CWCapital Y N N Y 94 CWCapital CWCapital Y N N N 95 CWCapital CWCapital Y N N N 96 CWCapital CWCapital N N N Y 98 CWCapital CWCapital Y N N N 99 CWCapital CWCapital N N N Y 101 CWCapital CWCapital Y N N N 103 CWCapital CWCapital N N N N 104 CWCapital CWCapital Y N N N 105 CWCapital CWCapital Y N N Y 107 CWCapital CWCapital Y N N Y 108 CWCapital CWCapital Y N N N 109 CWCapital CWCapital Y N N N 110 CWCapital CWCapital Y N N N 111 CWCapital CWCapital Y N N N 112 CWCapital CWCapital N N N N 113 CWCapital CWCapital Y N N N 114 CWCapital CWCapital Y N N N 115 CWCapital CWCapital Y N N N 116 CWCapital CWCapital Y N N N 117 CWCapital CWCapital N N N Y 118 CWCapital CWCapital N N N N 119 CWCapital CWCapital Y N N Y 120 CWCapital CWCapital N N N N 122 CWCapital CWCapital Y N N N 123 CWCapital CWCapital Y N N N Mortgage Anticipated If ARD loan, Additional Serviced Loan Loan Number Repayment Date Interest Rate Combination? - ----------- -------------- ----------------------------------------------------------------------------------- ------------- 7 N 7.01 N 7.02 N 7.03 N 17 06/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 18 20 N 25 04/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 28 N 31 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 35 06/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% 35.01 N 35.02 N 39 40 42 N 43 05/01/12 Greater of initial interest rate plus 3% or the Extended Term Treasury Rate plus 3% N 44 N 45 N 46 N 46.01 N 46.02 N 46.03 N 46.04 N 46.05 N 49 50 06/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% 56 06/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3%. N 58 N 66 N 67 N 68 07/01/12 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 69 05/01/17 Greater of initial interest rate plus 2.75% or the Treasury Rate plus 2.75% N 70 N 71 N 74 07/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 77 08/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 78 N 80 05/01/17 Greater of initial interest rate plus 3% or the Extended Term Treasury Rate plus 3% N 81 N 84 N 86 87 89 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 90 N 91 N 93 07/01/17 Greater of initial interest rate plus 2% or the Treasury Rate plus 2%. N 94 N 95 N 96 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 98 N 99 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 101 N 103 N 104 N 105 04/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 107 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3%. N 108 N 109 N 110 N 111 N 112 N 113 N 114 N 115 116 117 05/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3%. N 118 N 119 08/01/17 Greater of initial interest rate plus 3% or the Treasury Rate plus 3% N 120 N 122 N 123 N
EXHIBIT B Mortgage Loan Representations and Warranties 1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects as of the date of this Agreement and as of the Cut-off Date. 2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. Immediately prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had good title to, and was the sole owner of, each Mortgage Loan. The Seller has full right, power and authority to transfer and assign each of the Mortgage Loans to or at the direction of the Purchaser and has validly and effectively conveyed (or caused to be conveyed) to the Purchaser or its designee all of the Seller's legal and beneficial interest in and to the Mortgage Loans free and clear of any and all pledges, liens, charges, security interests and/or other encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. 3. Payment Record. No scheduled payment of principal and interest under any Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no Mortgage Loan was 30 days or more delinquent in the twelve-month period immediately preceding the Cut-off Date. 4. Lien; Valid Assignment. None of the matters referred to in clauses (B), (C) or (D) of the definition of "Permitted Liens" (as defined below), individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, the marketability or current use of the Mortgaged Property, or the current ability of the Mortgaged Property to generate operating income sufficient to service the Mortgage Loan debt. The related assignment of such Mortgage executed and delivered in favor of the Trustee is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor's right, title and interest in, to and under such Mortgage. Such Mortgage, together with any separate security agreements, chattel mortgages or equivalent instruments, establishes and creates a valid and, subject to the exceptions set forth in paragraph 13 below, enforceable security interest in favor of the holder thereof in all of the related Mortgagor's personal property used in, and reasonably necessary to operate, the related Mortgaged Property. In the case of a Mortgaged Property operated as a hotel or an assisted living facility, the Mortgagor's personal property includes all personal property that a prudent mortgage lender making a similar Mortgage Loan would deem reasonably necessary to operate the related Mortgaged Property as it is currently being operated. A Uniform Commercial Code financing statement has been filed and/or recorded in all places necessary to perfect a valid security interest in personal property located on the Mortgaged Property that is owned by the Mortgagor and either (i) is reasonably necessary to operate the Mortgaged Property or (ii) is (as indicated in the appraisal obtained in connection with the origination of the related Mortgage Loan) material to the value of the Mortgaged Property, to the extent a security interest may be so created therein, and such security interest is a first priority security interest, subject to any prior purchase money security interest or a sale and leaseback financing arrangement in such personal property and any personal property leases applicable to such personal property. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements are required in order to effect such perfection. "Permitted Liens" shall mean, (A) the lien for current real estate taxes and assessments not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related mortgagee's title insurance policy, (C) exceptions and exclusions specifically referred to in such mortgagee's title insurance policy, (D) other matters to which like properties are commonly subject and (E) the lien created through the cross-collateralization of the subject Mortgage Loan with another Mortgage Loan. 5. Assignment of Leases and Rents. The Assignment of Leases related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and, subject to the exceptions set forth in paragraph 13 below, enforceable first priority lien and first priority security interest in the related Mortgagor's interest in all leases, sub-leases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the related Mortgage, and each assignor thereunder has the full right to assign the same. The related assignment of any Assignment of Leases not included in a Mortgage has been executed and delivered in favor of the Trustee and is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor's right, title and interest in, to and under such Assignment of Leases. 6. Mortgage Status; Waivers and Modifications. No Mortgage has been satisfied, cancelled, rescinded or subordinated in whole or in part, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole or in part (except for partial reconveyances of real property that are set forth on Schedule B-1 to this Exhibit B), nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release, in any manner that, in each case, materially adversely affects the value of the related Mortgaged Property. None of the terms of any Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived, altered or modified in any respect, except by written instruments, all of which are included in the related Mortgage File since the date upon which the due diligence file related to the applicable Mortgage Loan was delivered to CWCapital Investments LLC, or an affiliate. 7. Condition of Property; Condemnation. (i) With respect to the Mortgaged Properties securing the Mortgage Loans that were the subject of an engineering report within 18 months prior to the Cut-off Date, each Mortgaged Property is, to the Seller's knowledge, free and clear of any damage (or adequate reserves therefor have been established) that would materially and adversely affect its value as security for the related Mortgage Loan, and (ii) with respect to the Mortgaged Properties securing the Mortgage Loans that were not the subject of an engineering report within 18 months prior to the Cut-off Date as set forth on Schedule B-1 to this Exhibit B, each Mortgaged Property is in good repair and condition and all building systems contained therein are in good working order (or adequate reserves therefor have been established) and each Mortgaged Property is free of structural defects, in each case, that would materially and adversely affect its value as security for the related Mortgage Loan as of the date hereof. The Seller has received no notice of the commencement of any proceeding for the condemnation of all or any material portion of any Mortgaged Property. To the Seller's knowledge (based on surveys and/or title insurance obtained in connection with the origination of the Mortgage Loans), as of the date of the origination of each Mortgage Loan, all of the material improvements on the related Mortgaged Property that were considered in determining the appraised value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of such property and do not encroach on any third party easements on the Mortgaged Property, except for encroachments that are insured against by the mortgagee's title insurance policy referred to herein or that do not materially and adversely affect the value or marketability of such Mortgaged Property, and no improvements on adjoining properties materially encroached upon such Mortgaged Property so as to materially and adversely affect the value or marketability of such Mortgaged Property, except those encroachments that are insured against by the Title Policy referred to herein. 8. Title Insurance. Each Mortgaged Property is covered by an American Land Title Association (or an equivalent form of) mortgagee's title insurance policy or a marked-up title insurance commitment (on which the required premium has been paid) which evidences such title insurance policy (the "Title Policy") in the original principal amount of the related Mortgage Loan after all advances of principal. Each Title Policy insures that the related Mortgage is a valid first priority lien on such Mortgaged Property, subject only to Permitted Liens. Each Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid, and no material claims have been made thereunder and no claims have been paid thereunder. No holder of the related Mortgage has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of the Trustee without the consent of or notice to the insurer. To the Seller's knowledge, the insurer issuing such Title Policy is qualified to do business in the jurisdiction in which the related Mortgaged Property is located. 9. No Holdbacks. The proceeds of each Mortgage Loan have been fully disbursed and there is no obligation for future advances with respect thereto. With respect to each Mortgage Loan, any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any funds escrowed for such purpose that were to have been complied with on or before the Closing Date have been complied with, or any such funds so escrowed have not been released. 10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage Loan, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph 13) such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby. 11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (i) a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage, and (ii) no fees or expenses are payable to such trustee by the Seller, the Purchaser or any transferee thereof except in connection with a trustee's sale after default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for the related Mortgage Loan. 12. Environmental Conditions. i) With respect to the Mortgaged Properties securing the Mortgage Loans that were the subject of an environmental site assessment within 18 months prior to the Cut-off Date, an environmental site assessment (meeting American Society for Testing and Materials standards), or an update of a previous such report, was performed with respect to each Mortgaged Property in connection with the origination or the sale of the related Mortgage Loan, a report of each such assessment (or the most recent assessment with respect to each Mortgaged Property) (an "Environmental Report") has been delivered to the Purchaser, and the Seller has no knowledge of any material and adverse environmental condition or circumstance affecting any Mortgaged Property that was not disclosed in such report. Each Mortgage requires the related Mortgagor to comply with all applicable federal, state and local environmental laws and regulations. Where such assessment disclosed the existence of a material and adverse environmental condition or circumstance affecting any Mortgaged Property, (i) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance, (ii) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action, or (iii) environmental insurance covering such condition was obtained or must be maintained until the condition is remediated, or (iv) the related Mortgagor was required either to provide additional security that was deemed to be sufficient by the originator in light of the circumstances and/or to establish an operations and maintenance plan. In the case of each Mortgage Loan set forth on Schedule B-1 to this Exhibit B, (i) such Mortgage Loan is the subject of a Secured Creditor Impaired Property Policy, issued by the issuer set forth on Schedule B-1 (the "Policy Issuer") and effective as of the date thereof (the "Environmental Insurance Policy"), (ii) the Environmental Insurance Policy is in full force and effect, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos containing materials ("ACM") and, if the related Mortgaged Property is a multifamily property, with respect to radon gas ("RG") and lead based paint ("LBP") and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve from loan proceeds, in an amount deemed to be sufficient by the Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan, (iv) on the effective date of the Environmental Insurance Policy, Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a borrower questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy's term and the term of such policy extends at least five years beyond the maturity of the Mortgage Loan. ii) With respect to the Mortgaged Properties securing the Mortgage Loans that were not the subject of an environmental site assessment within 18 months prior to the Cut-off Date as set forth on Schedule B-1 to this Exhibit B, (i) no Hazardous Material is present on such Mortgaged Property such that (1) the value of such Mortgaged Property is materially and adversely affected or (2) under applicable federal, state or local law, (a) such Hazardous Material could be required to be eliminated at a cost materially and adversely affecting the value of the Mortgaged Property before such Mortgaged Property could be altered, renovated, demolished or transferred, or (b) the presence of such Hazardous Material could (upon action by the appropriate governmental authorities) subject the owner of such Mortgaged Property, or the holders of a security interest therein, to liability for the cost of eliminating such Hazardous Material or the hazard created thereby at a cost materially and adversely affecting the value of the Mortgaged Property, and (ii) such Mortgaged Property is in material compliance with all applicable federal, state and local laws pertaining to Hazardous Materials or environmental hazards, any noncompliance with such laws does not have a material adverse effect on the value of such Mortgaged Property, and neither Seller nor, to Seller's knowledge, the related Mortgagor or any current tenant thereon, has received any notice of violation or potential violation of any such law. iii) "Hazardous Materials" means gasoline, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar materials and any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law ordinance, rule, regulation or order, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act (42 U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant thereto. 13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement that evidences or secures such Mortgage Loan and was executed by or on behalf of the related Mortgagor is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and there is no valid defense, counterclaim or right of offset or rescission available to the related Mortgagor with respect to such Mortgage Note, Mortgage or other agreement. 14. Insurance. Each Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by (a) a fire and extended perils insurance policy providing coverage against loss or damage sustained by reason of fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles and smoke, and, to the extent required as of the date of origination by the originator of such Mortgage Loan consistent with its normal commercial mortgage lending practices, against other risks insured against by persons operating like properties in the locality of the Mortgaged Property in an amount not less than the lesser of the principal balance of the related Mortgage Loan and the replacement cost of the Mortgaged Property, and contains no provisions for a deduction for depreciation, and not less than the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property; (b) a business interruption or rental loss insurance policy, in an amount at least equal to six months of operations of the Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or other structures on the Mortgaged Property are located in an area identified by the Federal Emergency Management Agency as having special flood hazards and the Federal Emergency Management Agency requires flood insurance to be maintained); (d) a comprehensive general liability insurance policy in amounts as are generally required by commercial mortgage lenders, and in any event not less than $1 million per occurrence; and (e) if the Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina, windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Mortgaged Property. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zone 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year lookback with a 10% probability of exceedance in a 50-year period. If a seismic report concluded that the PML on a Mortgaged Property would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance by an insurer rated at least "A-:V" (or the equivalent) by A.M. Best Company or "BBB-" (or the equivalent) from S&P or Fitch. Such insurance policy contains a standard mortgagee clause that names the mortgagee as an additional insured in the case of liability insurance policies and as a loss payee in the case of property insurance policies and requires prior notice to the holder of the Mortgage of termination or cancellation. No such notice has been received, including any notice of nonpayment of premiums, that has not been cured. Each Mortgage obligates the related Mortgagor to maintain all such insurance and, upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty insurance proceeds will be applied (a) to the restoration or repair of the related Mortgaged Property, (b) to the restoration or repair of the related Mortgaged Property, with any excess insurance proceeds after restoration or repair being paid to the Mortgagor, or (c) to the reduction of the principal amount of the Mortgage Loan. 15. Taxes and Assessments. As of the Closing Date, there are no delinquent or unpaid taxes, assessments (including assessments payable in future installments) or other outstanding charges affecting any Mortgaged Property that are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest or penalties would be first payable thereon. 16. Mortgagor Bankruptcy. No Mortgaged Property, nor any portion thereof is the subject of, and no Mortgagor under a Mortgage loan is, a debtor in any state or federal bankruptcy or insolvency or similar proceeding. 17. Leasehold Estate. Each Mortgaged Property consists of a fee simple estate in real estate or, if the related Mortgage Loan is secured in whole or in part by the interest of a Mortgagor as a lessee under a ground lease of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in the Ground Lease but not by the related fee interest in such Mortgaged Property (the "Fee Interest"), and as to such Ground Leases: i) Such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease (or the related estoppel letter or lender protection agreement between the Seller and related lessor) does not prohibit the current use of the Mortgaged Property and does not prohibit the interest of the lessee thereunder to be encumbered by the related Mortgage; and there has been no material change in the payment terms of such Ground Lease since the origination of the related Mortgage Loan, with the exception of material changes reflected in written instruments that are a part of the related Mortgage File; ii) The lessee's interest in such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than Permitted Liens; iii) The Mortgagor's interest in such Ground Lease is assignable to the Purchaser 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 Purchaser and its successors and assigns upon notice to, but without the need to obtain the consent of, such lessor or if such lessor's consent is required it cannot be unreasonably withheld; iv) Such Ground Lease is in full force and effect, and the Ground Lease provides that no material amendment to such Ground Lease is binding on a mortgagee unless the mortgagee has consented thereto, and the Seller has received no notice that an event of default has occurred thereunder, and, to the Seller's knowledge, there exists no condition that, but for the passage of time or the giving of notice, or both, would result in an event of default under the terms of such Ground Lease; v) Such Ground Lease or an estoppel letter or other agreement, (A) requires the lessor under such Ground Lease to give notice of any default by the lessee to the holder of the Mortgage; and (B) provides that no notice of termination given under such Ground Lease is effective against the holder of the Mortgage unless a copy of such notice has been delivered to such holder and the lessor has offered or is required to enter into a new lease with such holder on terms that do not materially vary from the economic terms of the Ground Lease. vi) A mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under such Ground Lease) to cure any default under such Ground Lease, which is curable after the receipt of notice of any such default, before the lessor thereunder may terminate such Ground Lease; vii) Such Ground Lease has an original term (including any extension options set forth therein) which extends not less than twenty years beyond the Stated Maturity Date of the related Mortgage Loan; viii) Under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds or condemnation award awarded to the holder of the ground lease interest will be applied either (A) to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by the related Mortgage having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling a third party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or (B) to the payment of the outstanding principal balance of the Mortgage Loan together with any accrued interest thereon; ix) Such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by prudent commercial mortgage lenders lending on a similar Mortgaged Property in the lending area where the Mortgaged Property is located; and such Ground Lease contains a covenant that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of the lessee thereunder for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage; and x) Such Ground Lease requires the Lessor to enter into a new lease upon termination of such Ground Lease or if such Ground Lease is rejected in a bankruptcy proceeding. 18. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury regulation section 1.860G-2(a), and the related Mortgaged Property, if acquired in connection with the default or imminent default of such Mortgage Loan, would constitute "foreclosure property" within the meaning of Section 860G(a)(8) (without regard to Section 856(e)(4) of the Code). 19. Escrow Deposits. All escrow deposits and payments relating to each Mortgage Loan that are, as of the Closing Date, required to be deposited or paid have been so deposited or paid. 20. Advancement of Funds by the Seller. No holder of a Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by such Mortgage Loan. 21. No Mechanics' Liens. Each Mortgaged Property is free and clear of any and all mechanics' and materialmen's liens that are prior or equal to the lien of the related Mortgage, and no rights are outstanding that under law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage except, in each case, for liens insured against by the Title Policy referred to herein. 22. Compliance with Usury Laws. Each Mortgage Loan complied with all applicable usury laws in effect at its date of origination. 23. Cross-collateralization. Except as set forth on Schedule B-1 to this Exhibit B, no Mortgage Loan is cross-collateralized or cross-defaulted with any loan other than one or more other Mortgage Loans. 24. Releases of Mortgaged Property. Since origination, no material 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 of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage. The terms of the related Mortgage or related Mortgage Loan documents 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 of not less than 125% of the related allocated loan amount of such Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon defeasance permitted under the terms of such Mortgage Loan 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", as defined in the Investment Company Act of 1940, as amended, sufficient to pay the Mortgage Loan in accordance with its terms, (d) upon substitution of a replacement property with respect to such Mortgage Loan as set forth on Schedule B-1 hereto, (e) where release is conditional upon the satisfaction of certain objective underwriting and legal requirements, the satisfaction of which would be acceptable to a reasonably prudent commercial mortgage lender and the payment of a release price that represents at least 125% of the appraised value of such Mortgaged Property or (f) releases of unimproved out-parcels or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the security for the Mortgage Loan and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan. 25. No Equity Participation or Contingent Interest. No Mortgage Loan contains any equity participation by the mortgagee or provides for negative amortization (except that the ARD Loan may provide for the accrual of interest at an increased rate after the Anticipated Repayment Date) or for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property. 26. No Material Default. There exists no material Event of Default, breach, violation or event of acceleration (and, to the Seller's actual knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the Mortgage Loan, in any such case to the extent the same materially and adversely affects the value of the Mortgage Loan and the related Mortgaged Property; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller in this Exhibit B. 27. Inspections. The Seller (or if the Seller is not the originator, the originator of the Mortgage Loan) has inspected or caused to be inspected each Mortgaged Property in connection with the origination of the related Mortgage Loan. 28. Local Law Compliance. Based on due diligence considered reasonable by prudent commercial mortgage lenders in the lending area where the Mortgaged Property is located, the improvements located on or forming part of each Mortgaged Property comply with applicable zoning laws and ordinances, or constitute a legal non-conforming use or structure or, if any such improvement does not so comply, such non-compliance does not materially and adversely affect the value of the related Mortgaged Property, such value as determined by the appraisal performed at origination or in connection with the sale of the related Mortgage Loan by the Seller hereunder. 29. Junior Liens. None of the Mortgage Loans permits the related Mortgaged Property to be encumbered by any lien (other than a Permitted Lien) junior to or of equal priority with the lien of the related Mortgage without the prior written consent of the holder thereof or the satisfaction of debt service coverage or similar criteria specified therein. The Seller has no knowledge that any of the Mortgaged Properties is encumbered by any lien junior to the lien of the related Mortgage. 30. Actions Concerning Mortgage Loans. To the knowledge of the Seller, there are no actions, suits, or proceedings before any court, administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property that might adversely affect title to the Mortgaged Property or the validity or enforceability of the related Mortgage or that might materially and adversely affect the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended. 31. Servicing. The servicing and collection practices used by the Seller or any prior holder or servicer of each Mortgage Loan have been in all material respects legal, proper and prudent and have met customary industry standards. 32. Licenses and Permits. To the Seller's knowledge, based on due diligence that it customarily performs in the origination of comparable mortgage loans, as of the date of origination of each Mortgage Loan or as of the date of the sale of the related Mortgage Loan by the Seller hereunder, the related Mortgagor was in possession of all material licenses, permits and franchises required by applicable law for the ownership and operation of the related Mortgaged Property as it was then operated. 33. Assisted Living Facility Regulation. If the Mortgaged Property is operated as an assisted living facility, to the Seller's knowledge (a) the related Mortgagor is in compliance in all material respects with all federal and state laws applicable to the use and operation of the related Mortgaged Property, and (b) if the operator of the Mortgaged Property participates in Medicare or Medicaid programs, the facility is in compliance in all material respects with the requirements for participation in such programs. 34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is not secured by a pledge of any collateral that has not been assigned to the Purchaser. 35. Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without prior written consent of the holder of the Mortgage, the property subject to the Mortgage or any material portion thereof, or a controlling interest in the related Mortgagor, is transferred, sold, or encumbered; provided, however, that certain Mortgage Loans provide a mechanism for the assumption of the loan by a third party upon the Mortgagor's satisfaction of certain conditions precedent, and upon payment of a transfer fee, if any, or transfer of interests in the Mortgagor or constituent entities of the Mortgagor to a third party or parties related to the Mortgagor upon the Mortgagor's satisfaction of certain conditions precedent. 36. Single Purpose Entity. Each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million requires the Mortgagor to be for at least as long as the Mortgage Loan is outstanding and, to the Seller's knowledge, each such Mortgagor is, a Single Purpose Entity, the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $15 million provide that the Mortgagor is a Single Purpose Entity and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel's opinion regarding non-consolidation of the Mortgagor in any insolvency proceeding involving any other party. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $15 million or less, its organizational documents or Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person. 37. Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the recourse obligations of at least one natural person or (b) the non-recourse obligations of the related Mortgagor, provided that at least one natural person (and the Mortgagor if the Mortgagor is not a natural person) is liable to the holder of the Mortgage Loan for damages arising in the case of fraud or willful misrepresentation by the Mortgagor, misappropriation of rents, insurance proceeds, or condemnation awards and breaches of the environmental covenants in the Mortgage Loan documents. 38. Defeasance and Assumption Costs. The related Mortgage Loan Documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the mortgagee incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the mortgagee associated with the approval of an assumption of such Mortgage Loan. 39. Defeasance. No Mortgage Loan provides that it can be defeased until the date that is more than two years after the Closing Date or provides that it can be defeased with any property other than government securities (as defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any direct non-callable security issued or guaranteed as to principal or interest by the United States. 40. Prepayment Premiums. As of the applicable date of origination of each such Mortgage Loan, any prepayment premiums and yield maintenance charges payable under the terms of the Mortgage Loans, in respect of voluntary prepayments, constituted customary prepayment premiums and yield maintenance charges for commercial mortgage loans. 41. Utilities. Each Mortgaged Property is served by public utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the Mortgaged Property is currently being utilized. 42. Single Asset REMIC. With respect to each of the single asset REMICs, there has been no amendment, waiver, impairment, alteration, or modification to any provision of the related REMIC declaration or to any provisions of the related Mortgage Loan documents since the startup day of the single asset REMIC. With respect to each of the single asset REMICs, the single asset REMIC has been administered, the related Mortgage Loan has been serviced, and each provision of the related REMIC declaration has been complied with in a manner such that the single asset REMIC has not failed to qualify as a REMIC for federal income tax purposes at any time since the Startup Day. 43. Separate Tax Lots. Each related Mortgaged Property constitutes one or more complete separate tax lots (or the related Mortgagor has covenanted to obtain separate tax lots and a Person has indemnified the mortgagee for any loss suffered in connection therewith or an escrow of funds in an amount sufficient to pay taxes resulting from a breach thereof has been established) or is subject to an endorsement under the related title insurance policy. 44. No Fraud. In the origination and servicing of the Mortgage Loan, neither the Seller nor any prior holder of the Mortgage Loan participated in any fraud or intentional material misrepresentation with respect to the Mortgage Loan. To Seller's knowledge, no Mortgagor or guarantor originated a Mortgage Loan. 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 (i) after the Seller's having conducted such inquiry and due diligence into such matters as would be customarily performed by prudent institutional commercial or multifamily, as applicable, mortgage lenders, and in all events as required by the Seller's underwriting standards, at the time of the Seller's origination or acquisition of the particular Mortgage Loan; and (ii) subsequent to such origination, utilizing the monitoring practices customarily utilized by prudent commercial or multifamily, as applicable, mortgage lenders with respect to securitizable commercial or multifamily, as applicable, mortgage loans, including knowledge of a representative of the loan servicer designated as the party responsible for the knowledge of the servicer pertaining to the Mortgage Loans. Also for purposes of these representations and warranties, 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 the documents included in the definition of Mortgage File in the Pooling and Servicing Agreement shall be deemed to be within the knowledge and the actual knowledge of the Seller, to the extent that the Seller or its closing counsel or custodian, if any, has reviewed or had possession of such document at any time. For purposes of these representations and warranties, to the extent that any representation or warranty is qualified by the Seller's knowledge with respect to the contents of the Mortgage Note, Mortgage, mortgagee's title policy and any letters of credit or Ground Leases, if such document is not included in the Mortgage File, the Seller shall make such representation or warranty without any such qualification. Wherever there is a reference in a representation or warranty to receipt by, or possession of, the Seller of any information or documents, or to any action taken by the Seller or to any action which has not been 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 the not taking such action by, the Seller. For purposes of these representations and warranties, when referring to the conduct of "reasonable prudent institutional commercial or multifamily, as applicable mortgage lenders" (or similar such phrases and terms), such conduct shall be measured by reference to the industry standards generally in effect as of the date the related representation or warranty relates to or is made. It is understood and agreed that the representations and warranties set forth in this Exhibit B shall survive delivery of the respective Mortgage Files to the Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser and its successors and assigns (including without limitation the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. Schedule B-1 (a) Mortgage Loans Permitting Property Substitutions. None. (b) Mortgage Loans with no Engineering Report within 18 Months prior to the Cut-off Date. None. (c) Mortgage Loans with no Environmental Assessment within 18 Months prior to the Cut-off Date. None. (d) Mortgage Loans with Secured Creditor Impaired Property Policy. None. (e) Mortgage Loans for which the related Mortgaged Property has been subjected to partial releases of real property. None. (f) Cross-collateralized / crossed-out None. EXHIBIT C EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth in Exhibit B to the Mortgage Loan Purchase Agreement for CWCapital. The Mortgage Loan known as 321 Ballenger Center Drive has an Indemnity Deed of Trust structure. The related Mortgagor under such Mortgage Loan executed and delivered the related note to the lender and is obligated to make payments thereunder. The related property owner for such Mortgage Loan executed an Indemnity Deed of Trust and Security Agreement in favor of the lender, guaranteeing all amounts payable by the Mortgagor under the related note. With respect to certain of the representations and warranties, with respect to this Mortgage Loan, statements regarding the Mortgagor relate to the property owner of the related Mortgaged Property.
- ------------------------------------------------------------------------------------------------------------------- Annex A ID# Mortgage Loan Exception - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 2: Whole Loan; Ownership of Mortgage Loans - ------------------------------------------------------------------------------------------------------------------- 95 The Northcrest Apartments In addition to the Mortgage Loan, the related Mortgaged Property secures a subordinate B-note. - ------------------------------------------------------------------------------------------------------------------- 94 Cedar Ridge Townhomes In addition to the Mortgage Loan, the related Mortgaged Property secures a subordinate B-note, which upon the satisfaction of certain requirements as set forth in the related co-lender agreement converts to a pari passu A-note. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 4: Lien; Valid Assignment - ------------------------------------------------------------------------------------------------------------------- 28 Woods of North Bend Apartments Purchase money security interests in specific equipment or other personal property in no event to exceed $50,000 are permitted. If such purchase money security interests in addition secure cable television equipment and security devices on the Mortgaged Property, then the debt incurred relative to any purchase money security interests on the Security Property may not exceed in the aggregate $250,000. Borrower may grant and encumber the security property with cable company easements and/or service or utility easements (the "Easements"), provided the Easements do not materially, adversely affect the security property. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 7: Condition of Property; Condemnation - ------------------------------------------------------------------------------------------------------------------- 58 Cooper's Mill The Mortgaged Property is not wholly in compliance with the fire code. A recourse carve-out has been added to the loan documents providing that the Borrower shall be liable for any losses resulting from fire code violations until sufficient evidence is provided to Seller that the violations are fully satisfied. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 8: Title Insurance - ------------------------------------------------------------------------------------------------------------------- 44 321 Ballenger Center Drive Representation made as to Trustor under Indemnity Deed of Trust. (CWCapital has made a loan to Borrower, which loan is evidence by a promissory note. Borrower's obligations under the promissory note are guaranteed by a Guaranty Agreement from Cross-Frederick Associates, LLC (which entity owns the Mortgaged Property). The Guaranty Agreement is secured by, among other things, an Indemnity Deed of Trust and Indemnity Assignment of Leases and Rents which are given by Cross-Frederick Associates, LLC.) - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 14: Insurance - ------------------------------------------------------------------------------------------------------------------- Various The Mortgage Loan documents generally require property insurance against loss customarily included under an "all risk" property insurance policy but certain "all risk" policies do not specifically cover lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles and smoke and/or may specifically exclude windstorm or other such coverage. Certain of the Mortgage Loan documents may limit terrorism insurance coverage to the extent such coverage is commercially available for similarly situated properties and/or on commercially reasonable terms. Certain of the Mortgage Loan documents provide limits on the insurance premium amount the related Mortgagor is required to spend for terrorism insurance. Certain of the loan documents do not specifically require terrorism insurance to be maintained. - ------------------------------------------------------------------------------------------------------------------- 31 One Deerwood Center (1) Lender shall accept a windstorm deductible of five percent (5%) of the replacement cost, subject to the minimum per occurrence deductible of $250. (2) $5,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for any and all claims, including all legal liability imposed upon Borrower and all court costs and attorneys' fees incurred in connection with the ownership, operation and maintenance of the security property with a deductible or self-insured retention of no greater than $10,000. - ------------------------------------------------------------------------------------------------------------------- 86 Tanglewood Apartments Co-insurance provisions were permitted and included in the mortgage. Windstorm and hail deductible of 3% was permitted. 96 Walgreens - Cortlandville, NY - ------------------------------------------------------------------------------------------------------------------- 86 Tanglewood Apartments Law and Ordinance insurance was waived but losses arising out of absence of law and ordinance insurance are a 96 Walgreens - Cortlandville, NY non-recourse carveout. - ------------------------------------------------------------------------------------------------------------------- 87 4901 28th Street SE The application of insurance proceeds shall be governed by the Babies R' Us lease and the Bed Bath & Beyond lease. - ------------------------------------------------------------------------------------------------------------------- 89 Walgreens - Brighton, NY Borrower's requirement to maintain insurance in its own name and to escrow for insurance is waived, pending continued Walgreens - Camilus, NY tenancy and other criteria related to the "Walgreen Lease", 99 as defined in the security instrument. - ------------------------------------------------------------------------------------------------------------------- 74 Sweet Ovations Plant Borrower's requirement to maintain insurance in its own name and to escrow for insurance is waived, pending continued tenancy and other criteria related to the "Sweet Ovations Lease", as defined in the Security Instrument. With respect to the Terrorism Policy, a carveout exists in the Note pending Borrower providing evidence that Tenant is obligated to pay for such coverage. - ------------------------------------------------------------------------------------------------------------------- 119 36 Middlesex Turnpike Tenant has a triple-net lease and maintains insurance on the property. Borrower's obligation to maintain insurance in its own name and escrow for same is waived so long as tenant has required coverages in place. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 16: Mortgagor Bankruptcy - ------------------------------------------------------------------------------------------------------------------- All Mortgage Loans The Seller makes no representation regarding the bankruptcy or insolvency of any tenant at the Mortgaged Property. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 17: Leasehold Estate - ------------------------------------------------------------------------------------------------------------------- 117 Adams Alley Mortgaged Property is a condominium. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 19: Escrow Deposits - ------------------------------------------------------------------------------------------------------------------- 89 Walgreens - Brighton, NY Escrows waived so long as the "Walgreen Lease" criteria, set forth in the security instrument, are met. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 24: Releases of Mortgaged Property - ------------------------------------------------------------------------------------------------------------------- 7 Tradewinds Hospitality The Mortgage Loan documents permit the borrower to obtain Portfolio the release of an individual property, known as the Breckenridge property, subject to the following conditions, among others: (i) the borrower pays to the lender a release price in the amount of $12,000,000, (ii) the borrower has sold the Breckenridge property pursuant to an arms' length agreement to a third party not affiliated with the borrower or guarantor, (iii) the debt service coverage ratio for the remaining property is not less than 1.70x, (iv) the loan-to-value ratio for the remaining mortgaged property shall be no more than 40%, (v) no event of default has occurred and is continuing, (vi) the payment of a yield maintenance premium and (vii) the borrower pays all costs and expenses incurred by the related lender. - ------------------------------------------------------------------------------------------------------------------- 77 Bethany Town Center The Mortgage Loan documents permit the borrower to obtain the partial release of the related mortgaged property, subject to the satisfaction of certain conditions, among others: (i) no event of default has occurred or is continuing, (ii) the minimum debt service coverage ratio is required to equal the greater of 1.10x and the debt service coverage ratio immediately prior to the release, (iii) if the appraised value of the parcel being released is greater than or equal to 10% of the value of the related mortgaged property, payment by the borrower of a release price equal to 115% of the allocated loan amount plus a yield maintenance premium (or, if the appraised value of the release parcel is less than 10% of the value of the related mortgaged property, payment by the borrower of a release price equal to 100% of the allocated loan amount plus a yield maintenance premium). - ------------------------------------------------------------------------------------------------------------------- 109 The Greenway/Gregory's Landing The Mortgage Loan documents permit the borrower to obtain Apartments the release of a portion of the Mortgaged Property consisting of 38,422 square foot unimproved parcel, subject to the satisfaction of certain conditions, including, but not limited to: (i) no event of default has occurred under the Mortgage Loan documents, (ii) borrower's preparation of a partial release instrument and (iii) delivery by the borrower of an updated title insurance policy. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 29: Junior Liens - ------------------------------------------------------------------------------------------------------------------- 28 Woods of North Bend Apartments Purchase money security interests in specific equipment or other personal property in no event to exceed $50,000 are permitted. If such purchase money security interests in addition secure cable television equipment and security devices on the Mortgaged Property, then the debt incurred relative to any purchase money security interests on the security property may not exceed in the aggregate $250,000. Borrower may grant and encumber the Security Property with cable company easements and/or service or utility easements (the "Easements"), provided the Easements do not materially, adversely affect the security property. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 35: Due on Sale - ------------------------------------------------------------------------------------------------------------------- 40 Alvarado Apartments 49 Dorado Heights Apartments The loan documents allow for standard estate planning transfers and transfers upon death without lender's consent Landmark Apartments or payment or a fee, provided there is no "change in 71 control" in Mortgagor. - ------------------------------------------------------------------------------------------------------------------- 46 Illinois Student Housing The Mortgage Loan documents permit the non-managing members Portfolio of the borrower to pledge their interests in the borrower to secure a mezzanine loan, subject to the satisfaction of certain criteria, including, but not limited to that the combined debt service coverage ratio is no less than 1.05x and the combined loan-to-value ratio is no greater than 85%. - ------------------------------------------------------------------------------------------------------------------- 28 Woods of North Bend Apartments The Mortgage Loan documents permit the equity holders of the borrower to pledge their interests in the borrower to secure a mezzanine loan, subject to the satisfaction of certain criteria, including, but not limited to that the combined debt service coverage ratio is no less than 1.10x and the combined loan-to-value ratio is no greater than 85%. - ------------------------------------------------------------------------------------------------------------------- 58 Cooper's Mill An equity holder of the borrower has incurred mezzanine debt in the original principal amount of $675,000 secured by its equity interest in the Mortgagor. An intercreditor agreement has been entered into between the Seller and the mezzanine lender. - ------------------------------------------------------------------------------------------------------------------- 94 Cedar Ridge Townhomes The Mortgage Loan documents permit the equity holders of the borrower to pledge their interests in the borrower to secure a mezzanine loan, subject to the satisfaction of certain criteria, including, but not limited to that the combined debt service coverage ratio is no less than 1.05x and the combined loan-to-value ratio is no greater than 85%. - ------------------------------------------------------------------------------------------------------------------- 84 San Marin Apartments - El The Mortgage Loan documents permit the equity holders of the Paso, TX borrower to pledge their interests in the borrower to secure a mezzanine loan, subject to the satisfaction of certain criteria, including, but not limited to that the combined debt service coverage ratio is no less than 1.10x and the combined loan-to-value ratio is no greater than 85%. The loan documents permit transfers upon death and for bona fide estate planning. - ------------------------------------------------------------------------------------------------------------------- 94 Cedar Ridge Townhomes Mortgage contains CWCapital's standard estate planning (including transfers upon death of an individual) provisions. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 36: Single Purpose Entity - ------------------------------------------------------------------------------------------------------------------- Various Certain special purpose entity borrowers may be recycled entities who in the past were not in compliance with all of the special purpose entity requirements. - ------------------------------------------------------------------------------------------------------------------- 25 Preferred Freezer - CWCapital waived counsel's opinion regarding Philadelphia, PA non-consolidation - ------------------------------------------------------------------------------------------------------------------- 86 Tanglewood Apartments Borrower is a "recycled" SPE and Borrower defeased its former loan obligation. Incident thereto, Borrower was 96 Walgreens - Cortlandville, NY released from its obligations under its former note, but does have certain limited liabilities remaining. - ------------------------------------------------------------------------------------------------------------------- 105 Eagle Mill Lofts With respect to the SPE provisions, the company has not incurred any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligations), other than (I) the mortgage, (II) unsecured trade and operational debt incurred in the ordinary course of business, (III) debt incurred in the financing of equipment and other personal property used on the project, but, in no event, to exceed $50,000, and (IV) the state credit adjustment payable to the special member pursuant to the operating agreement. - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 37: Non-Recourse Exceptions - ------------------------------------------------------------------------------------------------------------------- 20 Mission Gate There is no guaranty. 42 Matthews Reserve Apartments - ------------------------------------------------------------------------------------------------------------------- 28 Woods of North Bend Apartments The guarantor is a limited liability company organized under the laws of the Commonwealth of Virginia. - ------------------------------------------------------------------------------------------------------------------- 123 Doral Office Building The guarantor of the recourse obligations of Mortgagor is RB-II TRUST, a trust organized and existing under the laws of the Isle of Man. - ------------------------------------------------------------------------------------------------------------------- 17 2041 Rosecrans Avenue & 831 No warm body guarantor. Nash Street 18 Vinings Corner Apartments 119 36 Middlesex Turnpike 93 Warren Henry - ------------------------------------------------------------------------------------------------------------------- Exceptions to Representation 39: Defeasance - ------------------------------------------------------------------------------------------------------------------- 95 The Northcrest Apartments Direct, non-callable REMIC eligible government securities which are issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation are permitted as defeasance collateral. - -------------------------------------------------------------------------------------------------------------------