EXHIBIT 99
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is
dated and effective as of September 9, 2002 between Bank of America, N.A., as
seller (the "Seller" or "Bank of America") and Banc of America Commercial
Mortgage Inc., as purchaser (the "Purchaser" or "BACM").
The Seller desires to sell, assign, transfer and otherwise convey to
the Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Schedule I (the
"Mortgage Loan Schedule"), except that the Seller will retain the master
servicing rights with regard to the Mortgage Loans in its capacity as master
servicer (the "Servicing Rights") and shall enter into certain Sub-Servicing
Agreement with Sub-Servicers, all as contemplated in the Pooling and Servicing
Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of the
Mortgage Loans to a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement (as defined below). Beneficial ownership of the assets of
the Trust (such assets collectively, the "Trust Fund") will be evidenced by a
series of commercial mortgage pass-through certificates (the "Certificates").
Certain classes of the Certificates will be rated by Standard & Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc. and/or Fitch Ratings
(together, the "Rating Agencies"). Certain classes of the Certificates (the
"Registered Certificates") will be registered under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of September 1, 2002 (the "Pooling and Servicing Agreement"), among
BACM, as depositor, Bank of America, as master servicer (the "Master Servicer"),
ARCap Special Servicing, Inc., as special servicer (the "Special Servicer"),
LaSalle Bank National Association, as trustee (in such capacity, the "Trustee")
and as REMIC administrator (in such capacity, the "REMIC Administrator"), and
ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). Capitalized terms used
but not otherwise defined herein have the respective meanings assigned to them
in the Pooling and Servicing Agreement.
BACM intends to sell the Registered Certificates to Banc of America
Securities LLC ("Banc of America"), Deutsche Bank Securities Inc., Xxxxxxx Xxxxx
& Co., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx and
Co. Incorporated (collectively, the "Underwriters") pursuant to an underwriting
agreement, dated as of August 26, 2002 (the "Underwriting Agreement"). BACM
intends to sell the one or more of the remaining Classes of Certificates (the
"Non-Registered Certificates") through Banc of America, as placement agent
thereof, pursuant to a private placement agreement dated August 26, 2002 (the
"Placement Agreement"), between Banc of America and BACM. The Registered
Certificates are more fully described in the prospectus dated August 26, 2002
(the "Basic Prospectus"), and the supplement to the Basic Prospectus dated
August 26, 2002 (the "Prospectus Supplement"; and, together with the Basic
Prospectus, the "Prospectus"), as each may be amended or supplemented at any
time hereafter. The Non-Registered Certificates are more fully described in
those certain private placement memoranda each dated August 26, 2002 (the
"Memoranda"), as may be amended or supplemented at any time hereafter.
The Seller will indemnify BACM, Banc of America and certain related
parties with respect to certain disclosure regarding the Mortgage Loans and
contained in the Prospectus, the Memorandum and certain other disclosure
documents and offering materials relating to the Certificates, pursuant to an
indemnification agreement, dated as of August 26, 2002 (the "Indemnification
Agreement"), among the Seller, BACM and the Underwriters.
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. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing which amount
shall be payable on September 9, 2002 in immediately available funds.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights).
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).
(c) On or before the Closing Date, the Seller shall deliver or cause
to be delivered to the Purchaser or, if so directed by the Purchaser, to the
Trustee or a custodian designated by the Trustee (a "Custodian"), the Mortgage
File (as defined in Section 2(e)) with respect to each of the Mortgage Loans;
provided that the Purchaser hereby directs the Seller to prepare and the Seller
shall prepare or cause to be prepared (or permit the Purchaser to prepare) with
respect to the Mortgage Loans, the assignments of Mortgage, assignments of
Assignment of Leases and UCC financing statements on Form UCC-2 or UCC-3, as
applicable, from the Seller in favor of the Trustee (in such capacity) or in
blank. The Seller shall at its expense, within 45 days after the Closing Date or
in the case of a Replacement Mortgage Loan, after the related date of
substitution, unless recording/filing information is not available by such time
for assignments solely due to recorder's office delay, in which case such
submission shall be made promptly after such information does become available
from the recorder's office, submit or cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, as appropriate, each assignment referred to
in the immediately preceding sentence. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Seller shall in each such case promptly prepare or cause the
preparation of a substitute therefor or cure or cause the curing of such defect,
as the case may be, and thereafter shall in each such case, at its own expense,
submit the substitute or corrected documents or cause such to be submitted for
recording or filing, as appropriate.
(d) On or before the Closing Date, the Seller shall deliver or cause
to be delivered to the Purchaser or to its designee all of the following items:
(i) originals or copies of all financial statements, appraisals,
environmental/engineering reports, leases, rent rolls and tenant estoppels in
the possession or under the control of the Seller that relate to the Mortgage
Loans and originals or copies of all documents, certificates and opinions in the
possession or under the control of the Seller that were delivered by or on
behalf of the related Borrowers in connection with the origination of the
Mortgage Loans and that are reasonably required for the ongoing administration
and servicing of the Mortgage Loans (except to the extent such items represent
attorney-client privileged communications and confidential credit analysis of
the client or are to be retained by a sub-servicer that will continue to act on
behalf of the Purchaser or its designee); and (ii) all Escrow Payments and
Reserve Funds in the possession of the Seller (or under its control) with
respect to the Mortgage Loans. Unless the Purchaser notifies the Seller in
writing to the contrary, the designated recipient of the items described in
clauses (i) and (ii) of the preceding sentence shall be the Master Servicer.
(e) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered to the Trustee the documents and instruments specified
below with respect to each Mortgage Loan. Such documents for each Mortgage Loan
comprise a "Mortgage File". All Mortgage Files delivered prior to the Closing
Date will be held by the Trustee in escrow at all times prior to the Closing
Date. Each Mortgage File shall contain the documents set forth in the definition
of Mortgage File under the Pooling and Servicing Agreement.
(f) If the Seller is unable to deliver or cause the delivery of any
original Mortgage Note, it may deliver a copy of such Mortgage Note, together
with a lost note affidavit, and indemnity, and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2(e). If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iv), (viii), (xi)(A) and (xiii) of the definition of "Mortgage
File" in the Pooling and Servicing Agreement, with evidence of recording or
filing (if applicable, and as the case may be) thereon, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, as the case may be, so
long as a copy of such document or instrument, certified by the Seller as being
a copy of the document deposited for recording or filing, has been delivered,
and then subject to the requirements of Section 4(d), the delivery requirements
of Section 2(e) shall be deemed to have been satisfied as to such missing item,
and such missing item shall be deemed to have been included in the related
Mortgage File; provided any such recorded documents are delivered within 180
days following the Closing Date or such additional time as necessary if such
documents have not been returned from the applicable recording office and the
mortgage Loan Seller is diligently monitoring such matter. In such case, the
mortgage Loan Seller will notify the Trustee as to the progress of such filing
after the expiration of the initial 180 days and every 45 days thereafter until
such document has been returned. If the Seller cannot or does not so deliver, or
cause to be delivered, as to any Mortgage Loan, the original of any of the
documents and/or instruments referred to in clauses (iii), (v), and (xi)(B) of
the definition of "Mortgage File", because such document or instrument has been
delivered for recording or filing, as the case may be, then subject to Section
4(d), the delivery requirements of Section 2(e) shall be deemed to have been
satisfied as to such missing item, and such missing item shall be deemed to have
been included in the related Mortgage File. If the Seller cannot so deliver, or
cause to be delivered, as to any Mortgage Loan, the Title Policy solely because
such policy has not yet been issued, the delivery requirements of Section 2(e)
shall be deemed to be satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that the Seller, shall have delivered to the Trustee or a Custodian appointed
thereby, on or before the Closing Date, a binding commitment for title insurance
"marked-up" at the closing of such Mortgage Loan.
(g) The Seller shall in connection with the interest of a related
Mortgagor under a Ground Lease, in each case at its own expense, promptly (and
in any event within 45 days of the Closing Date) notify the related ground
lessor (with a copy of such notice to the Master Servicer) of the transfer of
such Mortgage Loan to the Trust pursuant to this Agreement and inform such
ground lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to the Trustee.
(h) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.
(i) If and when the Seller is notified of or discovers any error in
the Mortgage Loan Schedule or the Mortgage File Checklist, as applicable,
attached to this Agreement as to which a Mortgage Loan is affected, the Seller
shall promptly amend the Mortgage Loan Schedule or the Mortgage File Checklist,
as applicable, and distribute such amended Mortgage Loan Schedule or the
Mortgage File Checklist, as applicable, to the parties to the Pooling and
Servicing Agreement; provided, however, that the correction or amendment of the
Mortgage Loan Schedule or Mortgage File Checklist by itself shall not be deemed
to be a cure of a Material Breach.
(j) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the Mortgage
Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration referred to in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties set forth in Section 4,
subject to the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to and for the benefit
of the Purchaser as of the Closing Date that:
(i) The Seller is a national banking association, duly authorized,
validly existing and in good standing under the laws of the United States
of America.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance of Seller's obligations under this Agreement, will not
violate the Seller's organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the Seller's good faith and
commercially reasonable judgment is likely to affect materially and
adversely either the ability of the Seller to perform its obligations
under this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter into and
perform its obligations under this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws affecting
the enforcement of creditors' rights generally and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which if determined adversely to the Seller
would prohibit the Seller from entering into this Agreement, or in the
Seller's good faith and reasonable judgment, would be likely to materially
and adversely affect either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Seller of the transactions
contemplated herein, except for those consents, approvals, authorizations
and orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings and recordings of Mortgage Loan documents and assignments thereof
that are contemplated by the Pooling and Servicing Agreement to be
completed after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II to and for the benefit of the Purchaser as of the
Closing Date (or as of such other dates specifically provided in the particular
representation and warranty), with respect to (and solely with respect to) each
Mortgage Loan.
(c) If the Seller receives written notice of a Material Document
Defect or a Material Breach pursuant to Section 2.03(a) of the Pooling and
Servicing Agreement, then the Seller shall not later than 90 days from receipt
of such notice (such 90 day period, the "Initial Resolution Period") correct or
cure such Material Document Defect or Material Breach, as the case may be, in
all material respects or repurchase the affected Mortgage Loan or REO Loan
(each, a "Defective Mortgage Loan"), including the CML Subordinate Component of
any CML and the CM Component Mortgage Loan Subordinate Components, at the
applicable Purchase Price in accordance with the terms hereof and the terms of
the Pooling and Servicing Agreement; provided, however, if the Seller certifies
in writing to the Purchaser (i) that any such Material Breach or Material
Document Defect, as the case may be, does not and will not cause the Defective
Mortgage Loan, to fail to be a "qualified mortgage" within the meaning of the
REMIC Provisions, (ii) that such Material Breach or Material Document Defect, as
the case may be, is capable of being corrected or cured but not within the
applicable Initial Resolution Period, (iii) that the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, and
(iv) that the Seller anticipates that such Material Breach or Material Document
Defect, as the case may be, will be corrected or cured within an additional
period not to exceed the applicable Resolution Extension Period (as defined
below), then the Seller shall have an additional period equal to the applicable
Resolution Extension Period to complete such correction or cure or, failing
such, to repurchase the Defective Mortgage Loan; and provided, further, that if
the Seller's obligation to repurchase any Defective Mortgage Loan as a result of
a Material Breach or Material Document Defect arises within the three-month
period commencing on the Closing Date (or within the two-year period commencing
on the Closing Date if the Defective Mortgage Loan is a "defective obligation"
within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury
Regulation Section 1.860G-2(f) and if the Defective Mortgage Loan is still
subject to the Pooling and Servicing Agreement, the Seller may, at its option,
in lieu of repurchasing such Defective Mortgage Loan (but, in any event, no
later than such repurchase would have to have been completed), except with
respect to a CML and/or the CM Component Mortgage Loan, (i) replace such
Defective Mortgage Loan with one or more substitute mortgage loans that
individually and collectively satisfy the requirements of the definition of
"Qua1ifying Substitute Mortgage Loan" set forth in the Pooling and Servicing
Agreement, and (ii) pay any corresponding Substitution Shortfall Amounts, such
substitution and payment to be effected in accordance with the terms of the
Pooling and Servicing Agreement. Any such repurchase or replacement of a
Defective Mortgage Loan shall be on a whole loan, servicing released basis. The
Seller shall have no obligation to monitor the Mortgage Loans regarding the
existence of a Material Breach or Material Document Defect, but if the Seller
discovers a Material Breach or Material Document Defect with respect to a
Mortgage Loan, it will notify the Purchaser. For purposes of remediating a
Material Breach or Material Document Defect with respect to any Mortgage Loan,
"Resolution Extension Period" shall mean the 90-day period following the end of
the applicable Initial Resolution Period.
If one or more of the Mortgage Loans constituting a Group are the subject
of a Breach or Document Defect, then, for purposes of determining whether such
Breach or Document Defect is a Material Breach or Material Document Defect, as
the case may be, such Group shall be treated as a single Mortgage Loan.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 4, the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4 if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.
It is understood and agreed that the obligations of the Seller set forth
in this Section 4(c) to cure a Material Breach or a Material Document Defect or
repurchase or replace the related Defective Mortgage Loan(s), constitute the
sole remedies available to the Purchaser with respect to any Breach or Document
Defect.
It shall be a condition to any repurchase or replacement of a Defective
Mortgage Loan by the Seller pursuant to this Section 4(c) that the Purchaser
shall have executed and delivered such instruments of transfer or assignment
then presented to it by the Seller, in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Defective Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto ), to the extent that such
ownership interest was transferred to the Purchaser hereunder.
(d) Except as set forth in Section 4(e), if the Seller cannot
deliver on the Closing Date any document that is required to be part of the
Mortgage File for any Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain, and deliver
to the Purchaser or its designee, all documents missing from such Mortgage
File that were required to be delivered by the Seller;
(ii) the Seller shall provide the Purchaser with periodic reports
regarding its efforts to complete such Mortgage File, such reports to be
made on the 90th day following the Closing Date and every 90 days
thereafter (except as the requirements set forth in Section 2(f) of this
Agreement provide otherwise) until the Seller has delivered to the
Purchaser or its designee all documents required to be delivered by the
Seller as part of such Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its designee
of any notice of any remaining deficiencies to such Mortgage File as of
March 1, 2004, the Seller shall reconfirm its obligation to complete such
Mortgage File and to correct all deficiencies associated therewith, and,
if it fails to do so within 45 days after its receipt of such notice, the
Seller shall deliver to the Purchaser or its designee a limited power of
attorney (in a form reasonably acceptable to the Seller and the Purchaser)
permitting the Purchaser or its designee to execute all endorsements
(without recourse) and to execute and, to the extent contemplated by the
Pooling and Servicing Agreement, record all instruments or transfer and
assignment with respect to the subject Mortgage Loan, together with funds
reasonably estimated by the Purchaser to be necessary to cover the costs
of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties under
the Pooling and Servicing Agreement for any out-of-pocket costs and
expenses resulting from the Seller's failure to deliver all documents
required to be part of such Mortgage File on the Closing Date; and
(v) the Seller shall otherwise use commercially reasonable efforts
to cooperate with the Purchaser and any parties under the Pooling and
Servicing Agreement in any remedial efforts for which a Document Defect
with respect to such Mortgage File would otherwise cause a delay.
Notwithstanding the foregoing, the absence from the Mortgage File of:
(w) the Note, (x) the Mortgage Instrument, (y) the Title Policy or (z) copies of
the Transfer Documents shall be conclusively presumed to be a Material Document
Defect.
(e) If (i) any Mortgage Loan is required to be repurchased as
provided in Section 4(c) above, (ii) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan that is a part of a Group (as defined herein)
and (iii) the applicable Breach or Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any other
Cross-Collateralized Mortgage Loan in such Group (without regard to this
paragraph), then the applicable Material Breach or Material Document Defect, as
the case may be, will be deemed to constitute a Material Breach or Material
Document Defect, as the case may be, as to any other Cross-Collateralized
Mortgage Loan in the Group for purposes of the above provisions, and the Seller
will be required to repurchase such other Cross-Collateralized Mortgage Loan(s)
in the related Mortgage Group in accordance with the provisions of this Section
4 unless such other Cross-Collateralized Mortgage Loans satisfy the
Cross-Collateralized Mortgage Loan Repurchase Criteria. In the event that one or
more of such other Cross-Collateralized Mortgage Loans satisfy the
Cross-Collateralized Mortgage Loan Repurchase Criteria, the Seller may elect
either to repurchase only the affected Cross-Collateralized Mortgage Loan as to
which the related Material Breach or Material Document Defect exists or to
repurchase all of the Cross-Collateralized Mortgage Loans in the related Group.
The Seller shall be responsible for the cost of any appraisal required to be
obtained by the Master Servicer to determine if the Cross-Collateralized
Mortgage Loan Repurchase Criteria have been satisfied, so long as the scope and
cost of such appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).
With respect to any Cross-Collateralized Mortgage Loan conveyed hereunder,
to the extent that the Seller repurchases an affected Cross-Collateralized
Mortgage Loan in the manner prescribed in Section 4 while the Trustee continues
to hold any related Cross-Collateralized Mortgage Loans, the Seller and
Purchaser (on behalf of its successors and assigns) agree to forbear from
enforcing any remedies against the other's Primary Collateral, but each is
permitted to exercise remedies against the Primary Collateral securing its
respective affected Cross-Collateralized Mortgage Loans, including, with respect
to the Trustee, the Primary Collateral securing Mortgage Loans still held by the
Trustee, so long as such exercise does not impair the ability of the other party
to exercise its remedies against its Primary Collateral. If the exercise of
remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the
Cross-Collateralized Mortgage Loans held by such party, then both parties agree
to forbear from exercising such remedies until the Mortgage Loan documents
evidencing and securing the relevant Mortgage Loans can be modified in a manner
that complies with this Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Mortgage Loans shall be allocated
between such Mortgage Loans in accordance with the Mortgage Loan documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Purchaser of the transactions
contemplated herein, except for those consents, approvals, authorizations
and orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings of Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after
the Closing Date.
(iii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this agreement by the
Purchaser, will not violate the Purchaser's articles of association or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(vi) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Purchaser's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the Purchaser
has received service of process or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and their
respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Deloitte & Touche LLP in
making available all information and taking all steps reasonably necessary to
permit such accountants to deliver the letters required by the Underwriting
Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at 10:00 a.m., Charlotte time, on
the Closing Date.
The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.
(i) All of the representations and warranties of the Seller and of
the Purchaser specified in Sections 4 and 5 hereof shall be true and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and Seller, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(iii) The Seller shall have delivered and released to the Purchaser,
the Trustee or a Custodian, or the Master Servicer shall have received to
hold in trust pursuant to the Pooling and Servicing Agreement, as the case
may be, all documents and funds required to be so delivered pursuant to
Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date; and
(vi) Neither the Certificate Purchase Agreement nor the Underwriting
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their commercially reasonable 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 8. Closing Documents.
(a) The Closing Documents shall consist of the following, and can
only be waived and modified by mutual consent of the parties hereto:
(b) This Agreement, duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement, duly executed and delivered
by the Purchaser and all the other parties thereto; and
(c) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters, and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Comptroller of Currency dated not earlier than 30 days prior to the Closing
Date; and
(e) A certificate of the Seller, executed by an executive officer or
authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters may rely to the effect that (i) the
representations and warranties of the Seller in the Agreement is true and
correct in all material respects at and as of the date hereof with the same
effect as if made on the date hereof, and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part required under the Agreement to be performed or satisfied at or prior
to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser and the
Underwriters, dated the Closing Date and addressed to the Purchaser, the
Underwriters, the Trustee and each Rating Agency any other opinions of counsel
for the Seller reasonably requested by the Rating Agencies in connection with
the issuance of the Certificates; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(h) The Indemnification Agreement, duly executed by the respective
parties thereto; and
(i) One or more comfort letters from KPMG LLP, certified public
accountants, dated the date of any preliminary Prospectus Supplement and of the
Prospectus Supplement, respectively, and addressed to, and in form and substance
acceptable to the Purchaser, and the Underwriters stating in effect that, using
the assumptions and methodology used by the Purchaser, all of which shall be
described in such letters, they have recalculated such numbers and percentages
relating to the Mortgage Loans set forth in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memoranda, compared the results of
their calculations to the corresponding items in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memoranda, respectively, and found
each such number and percentage set forth in any preliminary Prospectus
Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in
agreement with the results of such calculations.
SECTION 9. [RESERVED]
SECTION 10. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.
SECTION 11. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., Bank
of America Corporate Center, NC1-007-11-07, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxxxxx, telecopy number: (000) 000-0000,
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser; if to the Seller, addressed to Bank of America, N.A., 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, attention of Xxxxx X. Xxxxxxx,
Senior Vice President, with a copy to Xxxx Xxxxxxxx, Esq., Assistant General
Counsel, at the same address, or to such other addresses as may hereafter be
furnished to the Purchaser by the Seller in writing.
SECTION 12. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to the Trustee.
SECTION 13. 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 14. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 15. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY
WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II)
AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE
FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.
SECTION 16. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 17. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.
SECTION 18. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
SECTION 19. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller agreed
to be made hereby shall be, and be construed as a sale by the Seller of all of
the Seller's right, title and interest in and to the Mortgage Loans. It is,
further, not intended that such conveyance be deemed a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller, as the case may be. However, in the event notwithstanding the intent of
the parties, that the Mortgage Loans are held to be property of the Seller, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans, then it is intended that, (i) this Agreement shall also
be deemed to be a security agreement within the meaning of Articles 8 and 9 of
the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; (ii) the conveyance provided for in this Section
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of its right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Notes, the Mortgages, any related insurance policies and all other
documents in the related Mortgage Files, (B) all amounts payable to the holders
of the Mortgage Loans in accordance with the terms thereof (other then scheduled
payments of interest and principal due on or before the Cut-off Date) and (C)
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, whether in the form of cash,
instruments, securities or other property (iii) the possession by the Purchaser
or its agent of the Mortgage Notes and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" or possession by a purchaser or a
Person designated by such secured party, for purposes of perfecting the security
interest pursuant to the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-305 or 9-115 thereof); and (iv) notifications to, and
acknowledgments, receipts or confirmations from, Persons holding such property
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Purchaser 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. In
connection herewith, the Purchaser shall have all of the rights and remedies of
a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction.
SECTION 20. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loan (each a "Group"), by their terms,
cross-defaulted and cross-collateralized. Each Group is identified on the
Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that
relates or corresponds to any of the Mortgage Loans referred to in this Section
20 shall be the property identified in the Mortgage Loan Schedule as
corresponding thereto. The provisions of this Agreement, including without
limitation, each of the representations and warranties set forth in Schedule II
hereto and each of the capitalized terms used but not defined herein but defined
in the Pooling and Servicing Agreement, shall be interpreted in a manner
consistent with this Section 20. In addition, if there exists with respect to
any Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and in the Pooling and Servicing Agreement and
covering all the Mortgage Loans in such Group, then the inclusion of the
original of such document in the Mortgage File for any of the Mortgage Loans in
such Group shall be deemed an inclusion of such original in the Mortgage File
for each such Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any
Mortgage Loan that is cross-collateralized and cross-defaulted with one or more
other Mortgage Loans.
SECTION 21. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.
SECTION 22. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Principal
BANC OF AMERICA COMMERCIAL
MORTGAGE INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Sequence Loan
Number Number Property Name
-------- ------ -------------
1 56076 Santa Fe Pointe Apartments
2 56075 Reflections of Tampa Apartments
3 52385 XXXXX - Xxxxx Xxxx Xxxxxxxxxx
0 00000 Xxxxxx xx Xxxx Xxxxxxxxxx
5.1 55502 G&K Portfolio 1 Group B - Civic Plaza
5.2 55502 G&K Portfolio 1 Group B - Capitola Gardens
5.3 55502 G&K Portfolio 1 Group B - Xxxxxxxx Hillside
5 55502 G&K Portfolio 1 Group B (Roll-Up)
6 56451 FEIGA - Xxxxxxxxxx Xxxxxxxxxx
0 00000 Xxxxxxxx Apartments
8 56442 Sterling University Canyon
9 56300 Northpointe Apartments
10 55795 CLK - Knollwood Apartments
11 56141 Xxxxxxxxx Xxxxxxxxxx
00 00000 Xxxxxxxx University Parks
13 56218 Alexan Quarry Apartments
14 56294 Pinnacle Canyon Apartments
15 52382 FEIGA - Eagles Landing Apartments
16 56299 The Reserve at Clemson
17 56448 Sterling University Pines
18 55825 CLK - Xxxxxx Xxxx Xxxx Xxxxxxxxxx
00 00000 Champions Park Apartments
20 55813 CLK - Xxxxxxxx Xxxxxxx Xxxxxxxxxx
00 00000 Xxxxxxxx University Glades
22 55805 CLK - Hickory Lake Apartments
23 55796 CLK - Maison de Ville Apartments
24 55820 CLK - Xxxx Xxxx Xxxxxxxxxx
00 00000 Xxxxxxxx University Fields
26.1 56351 METRA Pool 1 - Fairways Apts.
26.2 56351 METRA Pool 1 - Signature Place Apts.
26.3 56351 METRA Pool 1 - Xxxxxxxx Place Apts.
26.4 56351 METRA Pool 1 - Fountains at Waterford Apts.
26 56351 METRA Pool 1 (Roll-Up)
27.1 56340 METRA Pool 2 - Governor's Square Apts.
27.2 56340 METRA Pool 2 - Timbers On Broadway Apts.
27.3 56340 METRA Pool 2 - Apple Lane Apts.
27.4 56340 METRA Pool 2 - Oak Park IV Apts.
27 56340 METRA Pool 2 (Roll-Up)
28 55823 CLK - Forestwood Apartments
29 52828 The Landings Apartments
30 56342 METRA - Wood Hollow (Regency Falls) Apartments
31 55806 CLK - Woodbridge Apartments
32 55822 CLK - Xxxx Xxxxxxxxxx
00 00000 Xxxxxx Xxxxx Senior Apartments
34 400020385 Meadowrun Apartments
35 55993 San Xxxxxx Apartments
36 56357 METRA - Fairway View Estates Apartments
37 56349 METRA - Meridian Apartments
38 55828 CLK - Landings at Xxxxxx Xxxxx
00 00000 XXXXX - Xxxx Xxxxxx Villas Apartments
40 55797 CLK - Maison Imperial Apartments
41 56449 Sterling Xxxxxxxxxx Xxxxxxx Xxxxx XX
00 00000 METRA - Treehouse Apartments-SA
43 52404 FEIGA - Xxxxxxxxx Xxxxxxxxxx
00 00000 Xxxxxxxxxx Apartments
45 53416 Xxxxxxxx Xxxx Xxxxxxxxxx
00 00000 XXXXX - Xxxxxxxx Apartments
47 56359 METRA - Sunchase Apartments
48 56353 METRA - Xxxxxx'x Ferry Apartments
49 55504 G&K Portfolio 0 - Xxxxx Xxxxx Xxx
00 00000 METRA - Fountain Lake Apartments
51 56348 METRA - Enclave Apartments
52 56345 METRA - Brighton Court Apartments
53 56346 METRA - Xxxxxx Villas Apartments
54 56358 METRA - Quail Oaks Apartments
55 56356 METRA - Willow Creek Apartments
56 00000 Xxxxxxx Xxxxxx Apartments
57 400010362 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
00 00000 XXXXX - Xxxxx Xxxxxx Apartments
59 317020384 Creekside Apartments, Jackson, MS
60 53402 Xxxxxxxx Xxxxxx Xxxx
00 00000 The Centre at Xxxxxxx Xxxxx
00 00000 Xxxx Xxxxx Xxxxxx
63 55925 Xxxx Corners Shopping Center
64 54555 Gravois Bluffs II (Kohl's)
65 55967 Concord Commons Shopping Center
66 55403 Xxxxxxxxx Xxxxx
00 00000 Xxxxxxxx'x Xxxxxx Xxxxxxxx
00 00000 Xxxxxxxxx Crossing Shopping Xxxxxx
00 00000 Xxxxxx Xxxxxx Shopping Center
70 54243 Fairhaven Commons
71 00000 Xxxxxxxxxxx Xxxxxxx
72 00000 Xxxxxxx Xxxxxxxx Shopping Xxxxxx
00 00000 Xxxxxx Xxxxxxx Shopping Center
74 54644 The Jewelers Mall
75 55745 Xxxxxxxxx Xxxxxxx Xxxxxx
00 00000 Xxxxxxxxx Plaza
77 00000 Xxxxxxxxxx Xxxxxx Shopping Center
78 56007 The Market Shops at Sandestin
79 55392 Jewel/Osco Store - Waukesha, WI
80 00000 Xxxxx Xxxxxxxx Shopping Center
81 53687 Xxxxxx Xxxxxxxx Xxxxxx
00 00000 Xxxx Xxxxxxxx City Center
83 55407 Xxxxxx Food 4 Less
84 00000 Xxxxx Xxxxxxxx Xxxxxxxx Shopping Center
85 00000 Xxxxxxxxx Xxxxxx Shop Space
86 55892 Timberhills Shopping Center
87 00000 XxXx Xxxxx Xxxxxxxx Xxxxxx- Xxxxxxxxxx, XX
88 53594 Old Country Xxxxx Xxxxxxxx Xxxxxx
00 00000 Xxxxxxx Xxxxxxx Shopping Xxxxxx
00 00000 Xxxxxxxx Xxxxxx Shopping Center
91 54856 Walgreens - Belair Road
92 400010353 CVS-Office Depot, Xxxxx Xxxxxxx
00 00000 Xxxxxxxxxxxx Crossing Shopping Center
94 54583 Walgreens - Flushing, MI
95 415010339 Walgreens Elk Grove
96 52667 Walgreens - St. Xxxxxx, MI
97 52887 CVS - Manassas, VA
98 327010358 Xxxxxxxxx Xxxxxxxx
00 00000 Xxxxxxxxx - Xxxxxx (Store No.6199)
100 325010337 Xxxxxxx Xxxx Xxxxx
000 00000 Xxx Xxxxx Xxxxx
102 4992 Sterling Jewelers, Henderson, NV
103 55987 Walgreens - Myrtle Beach, SC
104 53652 Palm Bay Xxxxxxx Xxxxxxxx Xxxxxx
000 00000 Xxxxxxxxx - Xxxxx, XX (Store No.4728)
106 0000 Xxxxxxxx Xxxxxxxx, Xxxxxxxx, XX
107 55888 Cornerstone Commons
108 5574 7-Eleven, Manchester, NH
109 52485 Deer Valley Towne Center Xxxx 0 Xxx 0
000 00000 Xxxxxx Xxxxxx Corners
111 55413 Bank of America Xxxxx-Xxxxxxx
000 00000 Two Xxxxx Center
113 55580 00000 Xxxxxx Xxxxxxx
114 55517 20255 Xxxxxx Parkway
115 56185 Xxxxxx Xxxxxx Xxxxxxxx
000 00000 Celebration Place #220
117 54993 Braintree Executive Plaza
118 56213 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx
000 00000 65 Willowbrook
120 54973 Crossroads Building Three
121 55647 Xxx Xxxxxxx Xxxxx
000 00000 000 Xxxxxx Xxxx
123 52999 100 and 000 Xxxxxxxxx Xxxxx
000 00000 Xxxxxxxxxx Professional Centre
125 55642 0000 Xxxx Xxx Xxxxx Xxxxxx Xxxxxxxx
000 00000 Market Center at Denver Tech Center
127 415010348 Xxxxxxxxx Field 24
128 55846 Xxxxxxx Xxxxxx XX Xxxxxx Xxxxxxxx
000 00000 Pearson Educational Distribution Center
130 56108 Deluxe Video Warehouse
131.1 55314 Vornado Portfolio 0 - 000 Xxxxxxx Xxxxxx
131.2 55314 Vornado Portfolio 1 - 00 Xxxxx Xxxxxx
131.3 55314 Vornado Portfolio 1 - 2110 Lincoln Highway
131 55314 Vornado Portfolio 1 (Roll-Up)
132 54702 6th & Alameda Wholesale Distribution Center
133 55863 Warm Springs Crossings
134.1 55615 Aspen Properties Portfolio - 0000-0000 Xxxxx Xxxxxxx Xxxxxx
134.2 55615 Aspen Properties Portfolio - 700-790 Xxxxx Xxxx
134.3 55615 Aspen Properties Portfolio - 0000 Xxxxxxx Xxxx.
134.4 55615 Aspen Properties Portfolio - 0000 Xxxxxxxx Xxxxxx
134.5 55615 Aspen Properties Portfolio - 0000 Xxxx Xxxx Xxxxxx
134.6 55615 Aspen Properties Portfolio - 0000 Xxxxxxx Xxxx.
134.7 55615 Aspen Properties Portfolio - 000 Xxxxxxx Xxxx
134 55615 Aspen Properties Portfolio (Roll-Up)
135 56089 American Spectrum-CGS-Sierra Sorrento II
136 56383 Parkway Commerce Center
137 55913 Sabre Xxxxxxx Xxxxxxxx Xxxxxx
000 00000 Xxxxx Xxxx Industrial Center
139 55989 0000 Xxxx Xxxx Xxxxx
000 00000 Xxxxxxxxx Street Properties
141 55650 American Spectrum-CGS-Oak Grove Commons
142 55759 Yarrow Industrial Center
143 55660 136, 144 and 000 Xxxxx Xxxxxxxxx
144 56134 American Spectrum-CGS-Park Plaza I & II
145 415010347 Xxxxxxxxx Field 23
146 400010350 Xxxxxxx xx Xxxxx Xx XXX
000 400010345 Kings Row MHC
148 400020373 Leisure Village MHC - MI
149 400010293 Xxxxxx Xxxxx XXX
000 000000000 Xxxx Xxxxxxx
151 00000 Xxxxxxx 00 All Storage
152 400010370 A Discount Mini-Storage
TOTAL
Mortgage
Sequence Zip Rate
Number Street Address City State Code (%)
-------- -------------- ---- ----- ---- --------
1 0000 XX 00xx Xxxxxx Xxxxxxxxxxx XX 00000 7.010%
2 00000 Xxxxx Xxxxxx Xxxxx XX 00000 7.010%
3 0000 Xxxxx Xxxx Xxxxxxx XX 00000 6.555%
4 0000 Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 6.850%
5.1 0000 Xxx Xxxxxx Xxxxx Xxxxx XX 00000
5.2 0000 00xx Xxxxxx Xxxxxxxx XX 00000
5.3 00 X Xxxxxx Xxxxxxxx XX 00000
5 6.600%
6 0000 Xxxx Xxxx Xxxx Xxxxxxx XX 00000 6.794%
7 2690 - 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx XX 00000 7.110%
8 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 6.950%
9 000 Xxxx Xxxxxxx Xxxx Xxxxxx XX 00000 6.630%
10 0000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 6.990%
11 00000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxx XX 00000 7.200%
12 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxx XX 00000 6.950%
13 000 Xxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 7.090%
14 0000 Xxxx Xxxxxxx Xxxxx Xxxxxx XX 00000 7.180%
15 000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxx Xxxx XX 00000 6.804%
16 000 Xxxxxx Xxxx Xxxxxxx XX 00000 6.630%
17 000 Xxxxxx Xxxxx Xxxxxxxxxx XX 00000 6.950%
18 00000 Xxxx Xxxx Xxxxx Xxxxx XX 00000 6.990%
19 00000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 6.830%
20 00000 Xxxx 00xx Xxxxxxx Xxxxxx Xxxx XX 00000 6.990%
21 0000 XX 00xx Xxxxxxxxx Xxxxxxxxxxx XX 00000 6.950%
22 0000 Xxxxxx Xxxxx Xxxxxxxxx (Xxxxxxx) XX 00000 6.990%
23 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx XX 00000 6.990%
24 000 Xxxx Xxxxx Xxxx Xxxx Xxxx XX 00000 6.990%
25 000 Xxxxxxxx Xxxxx Xxxxx XX 00000 6.950%
26.1 0000 XxXxxx Xxxx Xxxxxxxx XX 00000
26.2 0000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
26.3 0000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
26.4 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
26 7.570%
27.1 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx XX 00000
27.2 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx XX 00000
27.3 0000 Xxxxx Xxxx Xxxxxxxx XX 00000
27.4 000 Xxxxxxxxx Xxxxxx Xxxxx (Xxxxxxx) XX 00000
27 7.120%
28 00000 Xxxx Xxxx Xxxxx Xxxxx XX 00000 6.990%
29 0000 Xxxxxxxx Xxx Xxxxx Xxxxxxx XX 00000 6.935%
30 00000 Xxxxxx Xxxxx Xxx Xxxxxxx XX 00000 7.120%
31 00 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 6.990%
32 000 Xxxxxx Xxxxxx Xxxxxx XX 00000 6.990%
33 0000 Xxxxx Xxxxx Xxxxxxxxx XX 00000 7.484%
34 0000 Xxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 7.402%
35 0000 Xxx Xxxxxx Xxxxx Xx. Xxxxx (Xxxxxxxx) XX 00000 7.050%
36 0000 X. Xxx Xxxxxxx Xxxxx Xx Xxxx XX 00000 7.570%
37 0000 X. Xxxxxxx Xxxx Xxxx Xxxxxxx XX 00000 7.570%
38 0000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000 6.990%
39 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx XX 00000 7.120%
40 0000 Xxxxxx Xxxxx X. Xxxxxx XX 00000 6.990%
41 000 Xxxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 6.950%
42 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx (Xxx Xxxxxxx) XX 00000 7.570%
43 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 6.654%
44 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 6.900%
45 0000 Xxxx Xxxxx Xxxxxx XX 00000 8.327%
46 0000 Xxxxxxx 00 Xxxx Xxxx Xxxxxx XX 00000 7.570%
47 0000 Xxxxx Xxxx Xxxx Xxxxxx XX 00000 7.570%
48 000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 7.570%
49 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 6.600%
50 0000 Xxxxxxx Xxxxxx Xxxxx Xxxx XX 00000 7.570%
51 0000 Xxxx Xxxxxx Xxxxxxx XX 00000 7.570%
52 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000 7.570%
53 000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 7.570%
54 00000 Xxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 7.570%
55 0000 Xxxxx Xxxx Xxxx Xx Xxxx XX 00000 7.570%
56 00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 6.930%
57 000 Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 7.360%
58 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 7.570%
59 0000 XxXxxxxx Xxxx Xxxxxxx XX 00000 7.375%
60 0000 Xxxxxxxx Xxx. Xxxxxxx XX 00000 6.948%
61 0000-0000 Xxxxxxx Xxxx and 0000-0000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 6.635%
00 XX Xxxxxx Xxxx Xxxx xxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000 7.100%
63 0000 Xxxx Xxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 6.962%
64 000-000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 7.550%
65 000-000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 7.074%
66 12620-12770 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 7.390%
67 000-000 Xxx Xxxxxx Xxxx Xxxx Xxxxxx XX 00000 7.252%
00 Xxxxxxxxx Xxxxxxxxx and Louis Xxxxx Xxxx Xxxxx Xxxx XX 00000 6.950%
69 000 Xxxx Xxxx Xxxxxx Xxxxxxx XX 00000 7.200%
70 00 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxxxx XX 00000 7.487%
71 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 7.440%
72 0000 Xxxxxxx Xxxxxxx Xxx Xxxxx XX 00000 7.440%
73 00000-00000 Xxxxx Xxxx Xxxx (SEC Pinnacle Peak and Pima Roads) Xxxxxxxxxx XX 00000 7.560%
74 000 Xxxxx Xxxx Xxxxxx Xxx Xxxxxxx XX 00000 7.660%
75 2348 - 0000 Xxxxxxx Xxx Xxxx Xxxxxxxxx XX 00000 7.200%
76 0000-0000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 7.100%
77 000 Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 6.800%
78 0000 XX Xxxxxxx 00 Xxxx Xxxxxx XX 00000 7.660%
79 000 Xxxxxxx 000 Xxxxx Xxxxxxxx XX 00000 7.610%
80 1822 - 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx XX 00000 7.190%
81 000-000 Xxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 7.200%
82 31500 - 00000 Xxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000 7.000%
83 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx XX 00000 7.100%
84 0000 Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 7.480%
85 88 - 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxxxx XX 00000 7.200%
86 0000-0000 Xxxx Xxx Xxxxxx XX 00000 7.400%
87 0000 Xxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 7.100%
88 0000-0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 7.500%
89 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 7.460%
90 000 Xxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 7.000%
91 0000 Xxxxxx Xxxx Xxxxxxxxx XX 00000 7.660%
92 645 & 000 Xxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 7.250%
93 0000 Xxx Xxxxxx Xxxx Xxxxxxxxxxxx XX 00000 7.250%
94 0000 Xxxxxxx Xxxx Xxxxxxxx XX 00000 7.500%
95 0000 Xxxxxxxx Xxxxxxxxx Xxx Xxxxx XX 00000 7.320%
96 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxx (Xx. Xxxxxx) XX 00000 7.500%
97 0000 Xxxxxxxxxxx Xxxx Xxxxxxxx XX 00000 7.490%
98 00000 Xxxxx Xxx Xxxxxxxx XX 00000 7.100%
99 0000 XX Xxxxx Xxxx Xxxxxx XX 00000 7.510%
100 0000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx XX 00000 7.400%
101 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 7.240%
102 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 8.400%
103 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx XX 00000 7.580%
104 000-000 Xxxx Xxx Xxxx Xxxx Xxxxxxxxx XX 00000 7.550%
105 0000 XX 0xx Xxxxxx Xxxxx XX 00000 7.300%
106 000 Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 8.400%
107 0000 Xxxx Xxxxxxx 000 Xx. Xxxx XX 00000 7.957%
108 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000 8.440%
109 20204 and 00000 Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000 7.710%
110 0000 0xx Xxxxxx Xxxxxxx XX 00000 7.450%
111 000 Xxxxxxxxx Xxxxxx, XX Xxxxxxx XX 00000 6.958%
112 0000 X. Xxxx Xxxxxx Xxxxxxxx XX 00000 7.390%
113 00000 Xxxxxx Xxxxxxx Xxxxxxx XX 00000 7.515%
114 00000 Xxxxxx Xxxxxxx Xxxxxxx XX 00000 7.515%
115 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000 7.450%
116 000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000 6.180%
117 100 and 000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 7.650%
118 0000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 7.390%
119 00 Xxxxxxxxxxx Xxxxxxxxx Xxxxx XX 00000 6.800%
120 0000 XX 00xx Xxxxxx Xxxxxxxxxx XX 00000 7.230%
121 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000 7.400%
122 000 Xxxxxx Xxxx Xxxxxxxx XX 00000 7.250%
123 100 and 000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 7.010%
124 00000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 6.950%
125 0000 Xxxx Xxx Xxxxx Xxxxx Xxxxxxx XX 00000 6.920%
126 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 7.354%
127 0000 Xxxxxxxxx Xxx Xx Xxxxx XX 00000 7.635%
128 000 XxXxxxx Xxxxxx Xxxxxxxxxx XX 00000 7.500%
129 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxxx XX 00000 7.450%
130 0000 Xxxxxxxx Xxxx Xxxx Xxxxx Xxxxxx Xxxx XX 00000 7.875%
131.1 000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
131.2 00 Xxxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000
131.3 0000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000
131 6.950%
132 0000-0000 Xxxx 0xx Xxxxxx and 0000-0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 7.120%
133 7350-7370 and 0000-0000 Xxxxx Xxxxxxxxxx Xxxx Xxx Xxxxx XX 00000 7.050%
134.1 0000-0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
134.2 000-000 Xxxxx Xxxx Xxxxxxx XX 00000
134.3 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
134.4 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
134.5 0000 Xxxx Xxxx Xxxxxx Xxxxxxx XX 00000
134.6 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
134.7 000 Xxxxxxx Xxxx Xxxxxx XX 00000
134 7.340%
135 9980 and 00000 Xxxxxxxxxx Xxxxxx Xxx Xxxxx XX 00000 7.320%
136 0000 XX 00xx Xxxxxx Xx. Xxxxxxxxxx XX 00000 7.140%
137 13220, 13230, 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx Xxx Xxxxx XX 00000 7.090%
138 9520 & 0000 00xx Xxxxxx Xxxxx Xxxxxxx XX 00000 7.300%
139 0000 Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 7.140%
140 5257, 5269, 5305, 5321 and 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000 7.290%
141 0000-0000 Xxxxx Xxxxx and 0000-0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 7.610%
142 6211 & 0000 Xxxxxx Xxxxx Xxxxxxxx XX 00000 7.060%
143 136, 144 and 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000 7.150%
144 5705 - 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 7.540%
145 0000 Xxxxxxxxx Xxx Xx Xxxxx XX 00000 7.635%
146 000 Xxxxxxx Xxxx Xxxxx Xx XX 00000 7.000%
000 00000 Telephone Road Houston TX 77075 7.100%
148 0000 Xxxxxxxx Xxxxx, XX Xxxxxxx XX 00000 6.750%
149 000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxx Xxxxx XX 00000 7.640%
150 0000 Xxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 7.530%
151 0000 X. Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 7.350%
152 0000 Xxxxxxx Xxxxxxxx Xxxxxxx XX 00000 7.885%
Remaining
Term To
Stated Stated
Maturity Maturity Admini- Primary
Sequence Amortization Original Cut-off / ARD Date/ Due Monthly strative Servicing
Number Basis Balance Balance (months) ARD Date Payment Fee Rate Fee Rate
-------- ------------ -------- ------- --------- -------- ---- ------- -------- --------
1 ACT/360 15,651,100.00 15,608,637.98 116 05/01/12 1st 104,232.29 0.14120% 0.10000%
2 ACT/360 12,248,900.00 12,215,668.25 116 05/01/12 1st 81,574.52 0.14120% 0.10000%
3 ACT/360 26,473,000.00 26,473,000.00 82 07/01/09 1st 170,168.32 0.14120% 0.10000%
4 ACT/360 25,500,000.00 25,298,746.46 110 11/01/11 1st 167,091.10 0.14120% 0.10000%
5.1
5.2
5.3
5 ACT/360 22,197,500.00 22,197,500.00 109 10/01/11 1st 141,766.29 0.14120% 0.10000%
6 ACT/360 20,845,000.00 20,845,000.00 118 07/01/12 1st 137,261.10 0.14120% 0.10000%
7 ACT/360 20,600,000.00 20,575,015.71 118 07/01/12 1st 138,577.52 0.08120% 0.04000%
8 ACT/360 19,360,000.00 19,360,000.00 129 06/01/13 1st 128,153.11 0.14120% 0.10000%
9 ACT/360 19,300,000.00 19,242,117.01 56 05/01/07 1st 123,643.83 0.14120% 0.10000%
10 ACT/360 19,040,000.00 19,040,000.00 73 10/01/08 1st 133,478.99 0.14120% 0.10000%
11 ACT/360 18,021,000.00 17,915,848.74 112 01/01/12 1st 122,324.42 0.14120% 0.10000%
12 ACT/360 14,540,000.00 14,540,000.00 129 06/01/13 1st 96,247.23 0.14120% 0.10000%
13 ACT/360 14,500,000.00 14,470,486.39 117 06/01/12 1st 97,346.88 0.09120% 0.05000%
14 ACT/360 14,458,000.00 14,420,552.08 116 05/01/12 1st 97,943.53 0.09120% 0.05000%
15 ACT/360 12,640,000.00 12,640,000.00 118 07/01/12 1st 83,315.83 0.14120% 0.10000%
16 ACT/360 12,280,000.00 12,243,170.82 56 05/01/07 1st 78,670.79 0.14120% 0.10000%
17 ACT/360 11,920,000.00 11,920,000.00 129 06/01/13 1st 78,904.19 0.14120% 0.10000%
18 ACT/360 11,645,000.00 11,645,000.00 73 10/01/08 1st 81,636.70 0.14120% 0.10000%
19 ACT/360 10,600,000.00 10,576,922.02 117 06/01/12 1st 69,316.03 0.14120% 0.10000%
20 ACT/360 9,945,000.00 9,945,000.00 109 10/01/11 1st 69,474.71 0.14120% 0.10000%
21 ACT/360 9,800,000.00 9,800,000.00 129 06/01/13 1st 64,870.89 0.14120% 0.10000%
22 ACT/360 9,605,000.00 9,605,000.00 109 10/01/11 1st 67,099.51 0.14120% 0.10000%
23 ACT/360 9,520,000.00 9,520,000.00 73 10/01/08 1st 66,739.49 0.14120% 0.10000%
24 ACT/360 9,435,000.00 9,435,000.00 73 10/01/08 1st 66,143.61 0.14120% 0.10000%
25 ACT/360 9,400,000.00 9,400,000.00 129 06/01/13 1st 62,223.10 0.14120% 0.10000%
26.1
26.2
26.3
26.4
26 ACT/360 9,360,000.00 9,338,289.31 116 05/01/12 1st 65,895.71 0.14120% 0.10000%
27.1
27.2
27.3
27.4
27 ACT/360 9,087,475.00 9,063,546.30 56 05/01/07 1st 61,193.34 0.14120% 0.10000%
28 ACT/360 9,010,000.00 9,010,000.00 73 10/01/08 1st 63,164.16 0.14120% 0.10000%
29 ACT/360 8,350,000.00 8,350,000.00 140 05/11/14 11th 55,188.73 0.10120% 0.06000%
30 ACT/360 8,160,000.00 8,138,513.48 56 05/01/07 1st 54,947.90 0.14120% 0.10000%
31 ACT/360 7,480,000.00 7,480,000.00 109 10/01/11 1st 52,254.48 0.14120% 0.10000%
32 ACT/360 6,800,000.00 6,800,000.00 109 10/01/11 1st 47,504.08 0.14120% 0.10000%
33 ACT/360 6,045,000.00 5,988,509.73 106 07/01/11 1st 42,201.31 0.14120% 0.10000%
34 ACT/360 5,600,000.00 5,589,514.24 117 06/01/12 1st 38,780.91 0.12120% 0.08000%
35 ACT/360 5,250,000.00 5,221,665.74 113 02/01/12 1st 35,104.85 0.10120% 0.06000%
36 ACT/360 4,703,150.00 4,692,240.97 116 05/01/12 1st 33,110.83 0.14120% 0.10000%
37 ACT/360 4,560,000.00 4,549,422.99 116 05/01/12 1st 32,103.04 0.14120% 0.10000%
38 ACT/360 4,505,000.00 4,505,000.00 73 10/01/08 1st 31,582.08 0.14120% 0.10000%
39 ACT/360 4,400,000.00 4,388,414.13 56 05/01/07 1st 29,628.77 0.14120% 0.10000%
40 ACT/360 4,051,888.00 4,051,888.00 73 10/01/08 1st 28,405.56 0.14120% 0.10000%
41 ACT/360 4,000,000.00 4,000,000.00 129 06/01/13 1st 26,477.92 0.14120% 0.10000%
42 ACT/360 3,800,000.00 3,791,185.82 116 05/01/12 1st 26,752.53 0.14120% 0.10000%
43 ACT/360 3,790,000.00 3,790,000.00 118 07/01/12 1st 24,607.61 0.14120% 0.10000%
44 ACT/360 3,426,000.00 3,399,265.47 110 11/01/11 1st 22,563.64 0.14120% 0.10000%
45 ACT/360 3,397,400.00 3,397,400.00 97 10/01/10 1st 27,098.80 0.14120% 0.10000%
46 ACT/360 3,382,182.00 3,374,336.94 116 05/01/12 1st 23,811.04 0.14120% 0.10000%
47 ACT/360 3,280,000.00 3,272,391.97 116 05/01/12 1st 23,091.66 0.14120% 0.10000%
48 ACT/360 3,120,971.00 3,113,731.86 116 05/01/12 1st 21,972.07 0.14120% 0.10000%
49 ACT/360 3,055,000.00 3,055,000.00 109 10/01/11 1st 19,511.03 0.14120% 0.10000%
50 ACT/360 3,040,000.00 3,032,948.65 116 05/01/12 1st 21,402.03 0.14120% 0.10000%
51 ACT/360 2,920,000.00 2,913,227.00 116 05/01/12 1st 20,557.21 0.14120% 0.10000%
52 ACT/360 2,880,000.00 2,873,319.79 116 05/01/12 1st 20,275.60 0.14120% 0.10000%
53 ACT/360 2,760,000.00 2,753,598.12 116 05/01/12 1st 19,430.79 0.14120% 0.10000%
54 ACT/360 2,635,448.00 2,629,335.03 116 05/01/12 1st 18,553.92 0.14120% 0.10000%
55 ACT/360 2,200,000.00 2,194,897.05 116 05/01/12 1st 15,488.31 0.14120% 0.10000%
56 ACT/360 2,150,000.00 2,129,975.68 108 09/01/11 1st 14,203.07 0.14120% 0.10000%
57 ACT/360 2,050,000.00 2,037,134.40 114 03/01/12 1st 14,963.13 0.14120% 0.10000%
58 ACT/360 1,886,832.00 1,882,455.46 116 05/01/12 1st 13,283.56 0.14120% 0.10000%
59 ACT/360 1,400,000.00 1,395,659.89 117 06/01/12 1st 10,232.32 0.10120% 0.06000%
60 ACT/360 140,000,000.00 140,000,000.00 115 04/01/12 1st 926,544.58 0.06620% 0.02500%
61 ACT/360 70,000,000.00 70,000,000.00 111 12/01/11 1st 448,680.62 0.09120% 0.05000%
62 ACT/360 36,500,000.00 36,036,963.72 103 04/01/11 1st 245,291.67 0.14120% 0.10000%
63 ACT/360 25,500,000.00 25,303,812.65 110 11/01/11 1st 169,006.99 0.14120% 0.10000%
64 ACT/360 23,440,000.00 23,345,684.49 126 03/01/13 1st 166,216.48 0.09120% 0.05000%
65 ACT/360 21,500,000.00 21,338,764.17 110 11/01/11 1st 144,110.14 0.14120% 0.10000%
66 ACT/360 16,640,000.00 16,514,264.22 109 10/01/11 1st 115,098.50 0.14120% 0.10000%
67 ACT/360 16,330,000.00 16,212,481.03 110 11/01/11 1st 111,421.54 0.09120% 0.05000%
68 ACT/360 16,000,000.00 15,876,556.48 110 11/01/11 1st 105,911.67 0.11120% 0.07000%
69 ACT/360 14,850,000.00 14,772,458.26 113 02/01/12 1st 100,800.05 0.14120% 0.10000%
70 ACT/360 14,800,000.00 14,670,411.19 107 08/01/11 1st 103,352.03 0.14120% 0.10000%
71 ACT/360 14,250,000.00 14,115,371.63 106 07/01/11 1st 99,053.26 0.14120% 0.10000%
72 ACT/360 14,120,000.00 13,994,940.70 107 08/01/11 1st 98,149.62 0.14120% 0.10000%
73 ACT/360 12,250,000.00 12,144,641.12 107 08/01/11 1st 86,157.63 0.14120% 0.10000%
74 ACT/360 11,925,000.00 11,802,348.17 104 05/01/11 1st 84,691.71 0.14120% 0.10000%
75 ACT/360 11,840,000.00 11,753,756.01 110 11/01/11 1st 80,368.52 0.14120% 0.10000%
76 ACT/360 11,600,000.00 11,523,365.14 111 12/01/11 1st 77,955.71 0.14120% 0.10000%
77 ACT/360 10,050,000.00 9,939,790.84 111 12/01/11 1st 69,754.25 0.14120% 0.10000%
78 ACT/360 9,000,000.00 8,955,142.40 115 04/01/12 1st 67,448.68 0.14120% 0.10000%
79 ACT/360 8,640,000.00 8,561,767.36 106 07/01/11 1st 61,064.25 0.14120% 0.10000%
80 ACT/360 8,350,000.00 8,328,432.10 116 05/01/12 1st 56,622.30 0.14120% 0.10000%
81 ACT/360 8,320,000.00 8,247,191.26 108 09/01/11 1st 56,475.18 0.14120% 0.10000%
82 ACT/360 8,000,000.00 7,933,672.93 109 10/01/11 1st 53,224.20 0.09120% 0.05000%
83 ACT/360 7,880,000.00 7,827,941.15 111 12/01/11 1st 52,956.12 0.14120% 0.10000%
84 ACT/360 7,300,000.00 7,235,971.84 107 08/01/11 1st 50,942.72 0.14120% 0.10000%
85 ACT/360 6,900,000.00 6,855,481.18 111 12/01/11 1st 46,836.39 0.14120% 0.10000%
86 ACT/360 6,390,000.00 6,350,700.97 111 12/01/11 1st 44,243.07 0.14120% 0.10000%
87 ACT/360 5,468,000.00 5,427,238.27 110 11/01/11 1st 36,746.71 0.14120% 0.10000%
88 ACT/360 5,200,000.00 5,154,613.27 107 08/01/11 1st 36,359.15 0.14120% 0.10000%
89 ACT/360 4,320,000.00 4,298,713.33 113 02/01/12 1st 30,087.83 0.14120% 0.10000%
90 ACT/360 4,000,000.00 3,972,946.92 111 12/01/11 1st 26,612.10 0.11120% 0.07000%
91 ACT/360 3,600,000.00 3,564,979.68 105 06/01/11 1st 25,567.31 0.14120% 0.10000%
92 ACT/360 3,500,000.00 3,481,925.52 113 02/01/12 1st 23,876.17 0.11120% 0.07000%
93 ACT/360 3,480,000.00 3,440,387.55 104 05/01/11 1st 23,739.73 0.14120% 0.10000%
94 ACT/360 3,424,000.00 3,389,353.47 105 06/01/11 1st 23,941.10 0.14120% 0.10000%
95 ACT/360 3,400,000.00 3,373,871.24 109 10/01/11 1st 23,355.64 0.09120% 0.05000%
96 ACT/360 3,328,000.00 3,294,324.77 105 06/01/11 1st 23,269.86 0.14120% 0.10000%
97 ACT/360 3,245,000.00 3,233,027.78 114 03/01/12 1st 22,667.29 0.14120% 0.10000%
98 ACT/360 3,250,000.00 3,219,671.43 112 01/01/12 1st 23,178.07 0.09120% 0.05000%
99 ACT/360 3,184,000.00 3,151,860.51 105 06/01/11 1st 22,284.80 0.14120% 0.10000%
100 ACT/360 3,082,500.00 3,048,351.84 110 11/01/11 1st 22,579.28 0.09120% 0.05000%
101 ACT/360 3,060,000.00 3,004,232.32 104 05/01/11 1st 22,098.18 0.14120% 0.10000%
102 ACT/360 2,256,806.46 2,242,132.63 142 07/15/14 15th Steps 0.14120% 0.10000%
103 ACT/360 2,200,000.00 2,188,253.81 112 01/01/12 1st 15,503.41 0.14120% 0.10000%
104 ACT/360 2,000,000.00 1,982,756.20 107 08/01/11 1st 14,052.83 0.14120% 0.10000%
105 ACT/360 1,904,000.00 1,892,005.02 111 12/01/11 1st 13,053.27 0.14120% 0.10000%
106 ACT/360 1,813,387.81 1,801,597.10 142 07/15/14 15th Steps 0.14120% 0.10000%
107 ACT/360 1,436,003.00 1,427,278.24 110 11/01/11 1st 10,493.87 0.14120% 0.10000%
108 ACT/360 1,361,336.97 1,351,344.48 142 07/15/14 15th Steps 0.14120% 0.10000%
109 ACT/360 1,350,000.00 1,339,538.28 108 09/01/11 1st 9,634.28 0.14120% 0.10000%
110 ACT/360 1,045,000.00 1,036,378.42 108 09/01/11 1st 7,271.05 0.14120% 0.10000%
111 ACT/360 150,000,000.00 148,982,269.63 114 03/01/12 1st 1,056,105.47 0.06620% 0.02500%
112 ACT/360 38,500,000.00 38,376,012.74 121 10/01/12 1st 266,303.63 0.09120% 0.05000%
113 ACT/360 27,441,750.00 27,203,109.85 107 08/01/11 1st 192,158.64 0.09120% 0.05000%
114 ACT/360 25,649,999.00 25,426,940.34 107 08/01/11 1st 179,612.05 0.09120% 0.05000%
115 ACT/360 24,750,000.00 24,501,817.84 106 06/30/11 1st 205,724.03 0.14120% 0.10000%
116 ACT/360 18,000,000.00 18,000,000.00 118 07/01/12 1st 110,010.92 0.14120% 0.10000%
117 ACT/360 16,000,000.00 15,856,580.82 106 07/01/11 1st 113,522.29 0.14120% 0.10000%
118 ACT/360 12,300,000.00 12,276,893.42 117 06/01/12 1st 85,078.82 0.09120% 0.05000%
119 ACT/360 11,325,000.00 11,317,483.64 119 08/01/12 1st 73,830.53 0.14120% 0.10000%
120 ACT/360 11,100,000.00 11,012,838.27 109 10/01/11 1st 75,571.05 0.14120% 0.10000%
121 ACT/360 9,375,000.00 9,291,156.42 107 08/01/11 1st 64,910.61 0.14120% 0.10000%
122 ACT/360 8,700,000.00 8,601,018.28 110 11/01/11 1st 62,884.20 0.14120% 0.10000%
123 ACT/360 7,500,000.00 7,495,324.85 119 08/01/12 1st 49,948.07 0.14120% 0.10000%
124 ACT/360 4,600,000.00 4,568,524.19 111 12/01/11 1st 30,449.60 0.14120% 0.10000%
125 ACT/360 3,800,000.00 3,773,816.32 111 12/01/11 1st 25,077.66 0.14120% 0.10000%
126 ACT/360 3,700,000.00 3,668,770.79 108 09/01/11 1st 25,502.05 0.14120% 0.10000%
127 ACT/360 2,685,000.00 2,675,483.60 114 03/01/12 1st 19,022.74 0.09120% 0.05000%
128 ACT/360 1,125,000.00 1,115,828.61 72 09/01/08 1st 7,866.16 0.14120% 0.10000%
129 ACT/360 27,290,000.00 27,165,383.65 114 03/01/12 1st 193,626.01 0.14120% 0.10000%
130 ACT/360 25,500,000.00 25,190,436.11 112 01/01/12 1st 207,202.86 0.14120% 0.10000%
131.1
131.2
131.3
131 ACT/360 22,450,000.00 22,261,684.26 109 10/01/11 1st 148,607.31 0.09120% 0.05000%
132 ACT/360 18,814,168.00 18,593,195.32 104 05/01/11 1st 126,691.05 0.14120% 0.10000%
133 ACT/360 18,000,000.00 17,852,503.20 109 10/01/11 1st 120,359.49 0.14120% 0.10000%
134.1
134.2
134.3
134.4
134.5
134.6
134.7
134 ACT/360 9,700,000.00 9,631,616.78 110 11/01/11 1st 66,764.26 0.09120% 0.05000%
135 ACT/360 8,661,962.00 8,607,653.75 111 12/01/11 1st 59,501.67 0.14120% 0.10000%
136 ACT/360 7,000,000.00 6,985,938.48 81 06/01/09 1st 47,231.19 0.14120% 0.10000%
137 ACT/360 7,000,000.00 6,953,645.78 111 12/01/11 1st 46,995.05 0.11120% 0.07000%
138 ACT/360 5,750,000.00 5,727,664.13 114 03/01/12 1st 39,420.33 0.14120% 0.10000%
139 ACT/360 5,000,000.00 4,963,069.58 110 11/01/11 1st 33,736.56 0.10120% 0.06000%
140 ACT/360 4,350,000.00 4,312,726.73 108 09/01/11 1st 29,792.78 0.14120% 0.10000%
141 ACT/360 4,313,700.00 4,303,810.23 116 05/01/12 1st 30,487.60 0.14120% 0.10000%
142 ACT/360 4,000,000.00 3,975,899.61 112 01/01/12 1st 26,773.48 0.14120% 0.10000%
143 ACT/360 3,550,000.00 3,523,839.93 110 11/01/11 1st 23,976.94 0.14120% 0.10000%
144 ACT/360 2,357,680.00 2,344,972.08 112 01/01/12 1st 16,549.87 0.14120% 0.10000%
145 ACT/360 1,475,000.00 1,469,772.18 114 03/01/12 1st 10,450.11 0.09120% 0.05000%
146 ACT/360 4,800,000.00 4,754,419.51 112 01/01/12 1st 33,925.40 0.13120% 0.09000%
147 ACT/360 4,400,000.00 4,367,199.77 110 11/01/11 1st 29,569.41 0.11120% 0.07000%
148 ACT/360 4,000,000.00 3,962,234.87 115 04/01/12 1st 30,414.56 0.10120% 0.06000%
149 ACT/360 3,584,000.00 3,551,792.75 106 07/01/11 1st 25,404.32 0.13120% 0.09000%
150 ACT/360 2,500,000.00 2,480,796.04 113 02/01/12 1st 18,523.59 0.14120% 0.10000%
151 ACT/360 3,600,000.00 3,574,680.17 110 11/01/11 1st 24,803.00 0.14120% 0.10000%
152 ACT/360 2,500,000.00 2,492,955.88 115 04/01/12 1st 18,144.09 0.14120% 0.10000%
1,724,285,986.96
Replacement
Reserves
Master Original Monthly
Sequence Servicing Ownership Amortization XXX Xxxxx Deposit
Number Fee Rate Interest Crossed (months) Loan Period Amount
-------- -------- --------- ---------------- ------------ ---- ------ -----------
1 0.14000% Fee Simple Xxx(XXXX 00-0-X) 000 Xx 00 6,300.00
2 0.14000% Fee Simple Yes(BACM 02-2-A) 360 No 10 5,488.00
3 0.14000% Fee Simple No 348 No 10 12,043.83
4 0.14000% Fee Simple No 360 No 10
5.1 Fee Simple
5.2 Fee Simple
5.3 Fee Simple
5 0.14000% No 360 No 10 5,307.33
6 0.14000% Fee Simple No 348 No 10 7,857.00
7 0.08000% Fee Simple No 360 No 10 21,012.00
8 0.14000% Fee Simple No 360 No 10 4,800.00
9 0.14000% Fee Simple No 360 No 10 4,500.00
10 0.14000% Fee Simple No 306 No 10 13,963.00
11 0.14000% Fee Simple No 360 No 10 2,616.33
12 0.14000% Fee Simple No 360 No 10 4,300.00
13 0.09000% Fee Simple No 360 No 10 3,100.00
14 0.09000% Fee Simple No 360 No 10 4,800.00
15 0.14000% Fee Simple No 348 No 10 7,218.33
16 0.14000% Fee Simple No 360 No 10 2,655.00
17 0.14000% Fee Simple No 360 No 10 3,600.00
18 0.14000% Fee Simple No 306 No 10 7,950.00
19 0.14000% Fee Simple No 360 No 10 5,125.00
20 0.14000% Fee Simple No 309 No 10 7,004.00
21 0.14000% Fee Simple No 360 No 10 3,000.00
22 0.14000% Fee Simple No 309 No 10 6,386.00
23 0.14000% Fee Simple No 306 No 10 8,241.25
24 0.14000% Fee Simple No 306 No 10 4,256.25
25 0.14000% Fee Simple No 360 No 10 4,800.00
26.1 Fee Simple
26.2 Fee Simple
26.3 Fee Simple
26.4 Fee Simple
26 0.14000% No 360 No 10 12,194.50
27.1 Fee Simple
27.2 Fee Simple
27.3 Fee Simple
27.4 Fee Simple
27 0.14000% No 360 No 10 10,929.00
28 0.14000% Fee Simple No 306 No 10 5,667.00
29 0.10000% Fee Simple No 360 Yes 10 6,132.00
30 0.14000% Fee Simple No 360 No 10 15,060.00
31 0.14000% Fee Simple No 309 No 10 4,217.00
32 0.14000% Fee Simple No 309 No 10 6,000.00
33 0.14000% Fee Simple No 360 No 10 1,950.00
34 0.12000% Fee Simple No 360 No 5 4,167.00
35 0.10000% Fee Simple No 360 No 10 5,616.00
36 0.14000% Fee Simple No 360 No 10 7,590.00
37 0.14000% Fee Simple No 360 No 10 5,996.97
38 0.14000% Fee Simple No 306 No 10 5,207.67
39 0.14000% Fee Simple No 360 No 10 4,053.00
40 0.14000% Fee Simple No 306 No 10 1,680.00
41 0.14000% Fee Simple No 360 No 10 1,800.00
42 0.14000% Fee Simple No 360 No 10 2,676.50
43 0.14000% Fee Simple No 348 No 10 5,800.00
44 0.14000% Fee Simple No 360 No 10 3,000.00
45 0.14000% Fee Simple No 295 Yes 10 2,166.67
46 0.14000% Fee Simple No 360 No 10 3,150.00
47 0.14000% Fee Simple No 360 No 10 6,637.50
48 0.14000% Fee Simple No 360 No 10 3,294.00
49 0.14000% Fee Simple No 360 No 10 1,580.25
50 0.14000% Fee Simple No 360 No 10 5,035.00
51 0.14000% Fee Simple No 360 No 10 1,887.00
52 0.14000% Fee Simple No 360 No 10 1,500.00
53 0.14000% Fee Simple No 360 No 10 2,377.00
54 0.14000% Fee Simple No 360 No 10 3,275.00
55 0.14000% Fee Simple No 360 No 10 3,126.67
56 0.14000% Fee Simple No 360 No 10
57 0.14000% Fee Simple No 300 No 5 3,300.00
58 0.14000% Fee Simple No 360 No 10 4,850.00
59 0.10000% Fee Simple No 300 No 5 1,732.50
60 0.06500% Fee Simple No 360 No 15 16,337.52
61 0.09000% Fee Simple No 360 No 10
62 0.14000% Fee Simple No 360 No 10 7,448.00
63 0.14000% Fee Simple No 360 No 15
64 0.09000% Fee Simple No 348 No 10
65 0.14000% Fee Simple No 360 No 15
66 0.14000% Fee Simple No 360 No 10 1,143.00
67 0.09000% Fee Simple No 360 No 10
68 0.11000% Fee Simple No 360 No 10
69 0.14000% Fee Simple No 360 No 10 2,785.58
70 0.14000% Fee Simple No 360 No 10 5,131.19
71 0.14000% Fee Simple No 360 No 10 650.83
72 0.14000% Fee Simple No 360 No 10 1,341.08
73 0.14000% Fee Simple No 360 No 10 1,219.25
74 0.14000% Fee Simple No 360 No 10 555.00
75 0.14000% Fee Simple No 360 No 10 2,049.76
76 0.14000% Fee Simple No 360 No 10 1,118.00
77 0.14000% Fee Simple No 300 No 10
78 0.14000% Fee Simple No 300 No 10
79 0.14000% Fee Simple No 360 No 10
80 0.14000% Fee Simple No 360 No 10 650.37
81 0.14000% Fee Simple No 360 No 10 805.42
82 0.09000% Fee Simple No 360 No 10 535.99
83 0.14000% Fee Simple No 360 No 10 1,122.00
84 0.14000% Fee Simple No 360 No 10 776.62
85 0.14000% Fee Simple No 360 No 10 651.57
86 0.14000% Fee Simple No 360 No 10 3,840.17
87 0.14000% Fee Simple No 360 No 10 225.75
88 0.14000% Fee Simple No 360 No 10 1,212.42
89 0.14000% Fee Simple No 360 No 15 511.42
90 0.11000% Fee Simple No 360 No 10
91 0.14000% Fee Simple Xx 000 Xx 00 88.20
92 0.11000% Fee Simple No 360 No 5 393.33
93 0.14000% Fee Simple No 360 No 15 660.00
94 0.14000% Fee Simple No 360 No 10 252.00
95 0.09000% Fee Simple No 360 No 5 189.00
96 0.14000% Fee Simple No 360 No 10 376.25
97 0.14000% Fee Simple No 360 No 10
98 0.09000% Fee Simple No 300 No 5 189.00
99 0.14000% Fee Simple No 360 No 10
100 0.09000% Fee Simple No 300 No 5 293.75
101 0.14000% Fee Simple No 300 No 10 322.50
102 0.14000% Fee Simple No 144 No 0
103 0.14000% Leasehold No 360 No 10
104 0.14000% Fee Simple No 360 No 10 246.17
105 0.14000% Fee Simple No 360 No 10 126.00
106 0.14000% Fee Simple No 144 No 0
107 0.14000% Fee Simple Xx 000 Xx 00 93.33
108 0.14000% Fee Simple No 144 No 0
109 0.14000% Fee Simple No 360 No 10 113.42
110 0.14000% Fee Simple No 360 No 10 102.42
111 0.06500% Fee Simple No 300 No 0 5,844.00
112 0.09000% Fee Simple No 360 No 10 6,413.67
113 0.09000% Fee Simple No 360 No 0 1,972.80
114 0.09000% Fee Simple No 360 No 0 1,781.17
115 0.14000% Fee Simple No 222 No 10 208.33
116 0.14000% Fee Simple No 360 No 10 1,612.00
117 0.14000% Fee Simple No 360 No 10 2,944.92
118 0.09000% Fee Simple No 360 No 10 1,836.73
119 0.14000% Fee Simple No 360 No 10 2,635.00
120 0.14000% Leasehold No 360 No 10 572.00
121 0.14000% Fee Simple No 360 No 10 1,412.37
122 0.14000% Fee Simple No 300 No 10 8,973.17
123 0.14000% Fee Simple No 360 No 10 1,960.00
124 0.14000% Fee Simple No 360 No 10 1,068.71
125 0.14000% Fee Simple No 360 No 10 1,244.17
126 0.14000% Fee Simple No 360 No 10 955.17
127 0.09000% Leasehold No 360 No 5 408.83
128 0.14000% Fee Simple No 360 No 10 164.58
129 0.14000% Fee Simple No 336 No 10
130 0.14000% Leasehold No 252 No 10
131.1 Fee Simple
131.2 Fee Simple
131.3 Fee Simple
131 0.09000% No 360 No 0 42,753.35
132 0.14000% Fee Simple No 360 No 10 4,643.92
133 0.14000% Fee Simple No 360 No 10 2,321.91
134.1 Fee Simple
134.2 Fee Simple
134.3 Fee Simple
134.4 Fee Simple
134.5 Fee Simple
134.6 Fee Simple
134.7 Fee Simple
134 0.09000% No 360 No 10 3,760.00
135 0.14000% Fee Simple No 360 No 10 4,086.85
136 0.14000% Fee Simple No 360 No 10 3,980.00
137 0.11000% Fee Simple No 360 No 10 1,536.00
138 0.14000% Fee Simple No 360 No 10 281.50
139 0.10000% Fee Simple No 360 No 10
140 0.14000% Fee Simple Xx 000 Xx 00 2,828.08
141 0.14000% Fee Simple No 360 No 10 1,147.32
142 0.14000% Fee Simple No 360 No 10 1,004.40
143 0.14000% Fee Simple No 360 No 10 1,543.62
144 0.14000% Fee Simple No 360 No 10 2,218.53
145 0.09000% Leasehold No 360 No 5 204.33
146 0.13000% Fee Simple No 300 No 5 1,257.42
147 0.11000% Fee Simple No 360 No 5 1,400.00
148 0.10000% Fee Simple No 240 No 5
149 0.13000% Fee Simple No 360 No 5
150 0.14000% Fee Simple No 300 No 5 1,350.00
151 0.14000% Fee Simple No 360 No 10 662.67
152 0.14000% Fee Simple No 360 No 5 920.30
Monthly
Tenant Other Restrictions
Improvement Escrow Letter on
Sequence Leasing Monthly of Defeasance
Number Amount Deposit Credit Defeasance Period
-------- ----------- ------- ------ ---------- ------------
1 No Yes 24
2 No Yes 24
3 No Yes 24
4 No Yes 24
5.1
5.2
5.3
5 No Yes 24
6 No Yes 24
7 No Yes 24
8 No Yes 24
9 No Yes 24
10 Yes Yes 24
11 Yes Yes 24
12 No Yes 24
13 No Yes 24
14 No Yes 24
15 No Yes 24
16 No Yes 24
17 No Yes 24
18 Yes Yes 24
19 No Yes 24
20 Yes Yes 24
21 No Yes 24
22 Yes Yes 24
23 Yes Yes 24
24 Yes Yes 24
25 No Yes 24
26.1
26.2
26.3
26.4
26 9,666.44 No Yes 24
27.1
27.2
27.3
27.4
27 8,407.56 No Yes 24
28 Yes Yes 24
29 No Yes 24
30 8,376.28 No Yes 24
31 Yes Yes 24
32 Yes Yes 24
33 No Yes 24
34 41.67 No Yes 36
35 No Yes 24
36 4,925.31 No Yes 24
37 5,367.53 No Yes 24
38 Yes Yes 24
39 2,053.02 No Yes 24
40 Yes Yes 24
41 No Yes 24
42 1,967.11 No Yes 24
43 No Yes 24
44 No Yes 24
45 2,046.16 No No
46 2,330.52 No Yes 24
47 5,075.22 No Yes 24
48 2,878.83 No Yes 24
49 No Yes 24
50 3,038.47 No Yes 24
51 2,020.20 No Yes 24
52 2,033.83 No Yes 24
53 2,472.26 No Yes 24
54 1,953.75 No Yes 24
55 2,344.16 No Yes 24
56 No Yes 24
57 41.67 No Yes 36
58 3,648.04 No Yes 24
59 No No
60 No Yes 24
61 No Yes 24
62 No Yes 24
63 No Yes 24
64 Yes Yes 24
65 No Yes 24
66 No Yes 72
67 No Yes 24
68 No Yes 24
69 13,889.00 No Yes 24
70 No Yes 24
71 No Yes 24
72 No Yes 24
73 No Yes 24
74 No Yes 24
75 No Yes 24
76 No Yes 24
77 No Yes 24
78 No Yes 24
79 No Yes 24
80 No Yes 24
81 No Yes 24
82 No Yes 24
83 No Yes 24
84 No Yes 24
85 No Yes 24
86 6,500.00 No Yes 72
87 No Yes 24
88 No Yes 24
89 No Yes 24
90 Yes Yes 24
91 No Yes 24
92 No Yes 36
93 No Yes 24
94 No Yes 24
95 No Yes 36
96 No Yes 24
97 No Yes 24
98 No Yes 36
99 No Yes 24
100 No Yes 36
101 No Yes 24
102 No Yes 24
103 No Yes 24
104 No Yes 24
105 No Yes 24
106 No Yes 24
107 No Yes 24
108 No Yes 24
109 No Yes 24
110 No Yes 24
111 70,833.00 No Yes 24
112 25,000.00 No Yes 24
113 4,400.00 Yes Yes 24
114 3,500.00 Yes Yes 24
115 No Yes 24
116 No Yes 24
117 No Yes 24
118 5,008.94 No Yes 24
119 14,062.50 No Yes 24
120 2,500.00 No Yes 24
121 5,000.00 No Yes 24
122 No Yes 24
123 No Yes 24
124 No Yes 24
125 No Yes 24
126 No Yes 24
127 2,478.00 No Yes 36
128 No Yes 24
129 No Yes 24
130 Yes Yes 24
131.1
131.2
131.3
131 No Yes 24
132 No Yes 24
133 2,381.00 No Yes 24
134.1
134.2
134.3
134.4
134.5
134.6
134.7
134 No Yes 24
135 28,000.00 No Yes 24
136 No Yes 24
137 No Yes 24
138 No Yes 24
139 4,166.67 No Yes 24
140 No Yes 24
141 No Yes 24
142 No Yes 24
143 No Yes 24
144 No Yes 24
145 1,243.33 No Yes 36
146 83.33 No Yes 36
147 41.67 No Yes 36
148 41.67 No Yes 36
149 83.33 No Yes 36
150 41.67 No Yes 36
151 No Yes 24
152 No Yes 36
Mortgage
Sequence Loan Zip Rate
Number Number Property Name Street Address City State Code (%)
98 327010358 Walgreens Lynnwood 00000 Xxxxx Xxx Xxxxxxxx XX 00000 7.100%
100 325010337 Staples Lake Worth 0000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx XX 00000 7.400%
127 415010348 Xxxxxxxxx Field 24 0000 Xxxxxxxxx Xxx Xx Xxxxx XX 00000 7.635%
145 415010347 Xxxxxxxxx Field 23 0000 Xxxxxxxxx Xxx Xx Xxxxx XX 00000 7.635%
146 400010350 Casitas de Santa Fe MHC 000 Xxxxxxx Xxxx Xxxxx Xx XX 00000 7.000%
147 400010345 Kings Row MHC 00000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 7.100%
148 400020373 Leisure Village MHC - MI 0000 Xxxxxxxx Xxxxx, XX Xxxxxxx XX 00000 6.750%
149 400010293 Sierra Vista MHC 000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxx Xxxxx XX 00000 7.640%
150 400010360 Wood Village 0000 Xxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 7.530%
152 400010370 A Discount Mini-Storage 0000 Xxxxxxx Xxxxxxxx Xxxxxxx XX 00000 7.885%
TOTAL
Remaining
Term To
Stated Stated
Maturity Maturity Admini- Primary Master
Sequence Amortization Original Cut-off / ARD Date/ Due Monthly strative Servicing Servicing
Number Basis Balance Balance (months) ARD DatePayment Fee Rate Fee Rate Fee Rate
98 ACT/360 3,250,000.00 3,219,671.43 112 01/01/12 1st 23,178.07 0.09120% 0.05000% 0.09000%
100 ACT/360 3,082,500.00 3,048,351.84 110 11/01/11 1st 22,579.28 0.09120% 0.05000% 0.09000%
127 ACT/360 2,685,000.00 2,675,483.60 114 03/01/12 1st 19,022.74 0.09120% 0.05000% 0.09000%
145 ACT/360 1,475,000.00 1,469,772.18 114 03/01/12 1st 10,450.11 0.09120% 0.05000% 0.09000%
146 ACT/360 4,800,000.00 4,754,419.51 112 01/01/12 1st 33,925.40 0.13120% 0.09000% 0.13000%
147 ACT/360 4,400,000.00 4,367,199.77 110 11/01/11 1st 29,569.41 0.11120% 0.07000% 0.11000%
148 ACT/360 4,000,000.00 3,962,234.87 115 04/01/12 1st 30,414.56 0.10120% 0.06000% 0.10000%
149 ACT/360 3,584,000.00 3,551,792.75 106 07/01/11 1st 25,404.32 0.13120% 0.09000% 0.13000%
150 ACT/360 2,500,000.00 2,480,796.04 113 02/01/12 1st 18,523.59 0.14120% 0.10000% 0.14000%
152 ACT/360 2,500,000.00 2,492,955.88 115 04/01/12 1st 18,144.09 0.14120% 0.10000% 0.14000%
47,900,783.15
Replacement
Reserves
Original Monthly
Sequence Ownership Amortization XXX Xxxxx Deposit
Number Interest Crossed (months) Loan Period Amount
98 Fee Simple No 300 No 5 189.00
100 Fee Simple No 300 No 5 293.75
127 Leasehold No 360 No 5 408.83
145 Leasehold No 360 No 5 204.33
146 Fee Simple No 300 No 5 1,257.42
147 Fee Simple No 360 No 5 1,400.00
148 Fee Simple Xx 000 Xx 0
000 Xxx Xxxxxx Xx 360 Xx 0
000 Xxx Xxxxxx Xx 000 Xx 5 1,350.00
152 Fee Simple No 360 No 5 920.30
Monthly
Tenant Other Restrictions
Improvement Escrow Letter on
Sequence Leasing Monthly of Defeasance
Number Amount Deposit Credit Defeasance Period
98 No Yes 36
100 No Yes 36
127 2,478.00 No Yes 36
145 1,243.33 No Yes 36
146 83.33 No Yes 36
147 41.67 No Yes 36
148 41.67 No Yes 36
149 83.33 No Yes 36
150 41.67 No Yes 36
152 No Yes 36
Mortgage
Sequence Loan Zip Rate
Number Number Property Name Street Address City State Code (%)
102 4992 Sterling Jewelers, Henderson, NV 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 8.400%
106 0000 Xxxxxxxx Xxxxxxxx, Xxxxxxxx, XX 000 Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 8.400%
108 5574 7-Eleven, Manchester, NH 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx XX 00000 8.440%
Total
Remaining
Term To
Stated Stated
Maturity Maturity Admini- Primary Master
Sequence Amortization Original Cut-off / ARD Date/ Due Monthly strative Servicing Servicing
Number Basis Balance Balance (months) ARD Date Payment Fee Rate Fee Rate Fee Rate
102 ACT/360 2,256,806.46 2,242,132.63 142 07/15/14 15th Steps 0.14120% 0.10000% 0.14000%
106 ACT/360 1,813,387.81 1,801,597.10 142 07/15/14 15th Steps 0.14120% 0.10000% 0.14000%
108 ACT/360 1,361,336.97 1,351,344.48 142 07/15/14 15th Steps 0.14120% 0.10000% 0.14000%
5,395,074.21
Replacement
Reserves
Original Monthly
Sequence Ownership Amortization XXX Xxxxx Deposit
Number Interest Crossed (months) Loan Period Amount
102 Fee Simple No 144 No 0
106 Fee Simple No 144 No 0
108 Fee Simple No 144 No 0
Monthly
Tenant Other Restrictions
Improvement Escrow Letter on
Sequence Leasing Monthly of Defeasance
Number Amount Deposit Credit Defeasance Period
102 No Yes 24
106 No Yes 24
108 No Yes 24
SCHEDULE II
MORTGAGE LOAN REPRESENTATIONS AND WARRANTITES
FOR PURPOSES OF THIS SCHEDULE II, THE PHRASE "THE SELLER'S
KNOWLEDGE" AND OTHER WORDS AND PHRASES OF LIKE IMPORT SHALL MEAN, EXCEPT WHERE
OTHERWISE EXPRESSLY SET FORTH BELOW, THE ACTUAL STATE OF KNOWLEDGE OF THE
SELLER, ITS OFFICERS AND EMPLOYEES RESPONSIBLE FOR THE UNDERWRITING, ORIGINATION
OR SALE OF THE MORTGAGE LOANS REGARDING THE MATTERS EXPRESSLY SET FORTH BELOW IN
EACH CASE WITHOUT HAVING CONDUCTED ANY INDEPENDENT INQUIRY INTO SUCH MATTERS AND
WITHOUT ANY OBLIGATION TO HAVE DONE SO (EXCEPT (I) HAVING SENT TO THE SERVICERS
SERVICING THE MORTGAGE LOANS ON BEHALF OF THE SELLER, IF ANY, SPECIFIC INQUIRIES
REGARDING THE MATTERS REFERRED TO HEREIN AND (II) AS EXPRESSLY SET FORTH
HEREIN). ALL INFORMATION CONTAINED IN DOCUMENTS WHICH ARE PART OF A MORTGAGE
FILE AS REQUIRED BY THE POOLING AND SERVICING AGREEMENT (TO THE EXTENT SUCH
DOCUMENTS EXIST) SHALL BE DEEMED WITHIN THE SELLER'S KNOWLEDGE.
Except with respect to the Exceptions described on Schedule IIA, the
Seller hereby represents and warrants that, as of the date herein below
specified or, if no such date is specified, as of the Closing Date and subject
to Section 20 of this Agreement:
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true, complete (in
accordance with the requirements of this Agreement and the Pooling and Servicing
Agreement) and correct in all material respects as of the date of this
Agreement.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good and marketable title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each Mortgage Loan to or at the
direction of the Purchaser free and clear of any and all pledges, liens,
charges, security interests, participation interests and/or other interests and
encumbrances. Subject to any required recordation set forth in the Agreement
that may take place subsequent to the Closing Date, as set forth in the
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to each Mortgage Loan free
and clear of any pledge, lien, charge, security interest or other encumbrance.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained.
3. Payment Record. As of the Closing Date, the Mortgage Loan is not,
and in the prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months), has not been, 30 days or
more past due in respect of any Monthly Payment without giving effect to any
applicable grace period.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in Paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances, and
there are no liens and/or encumbrances that are pari passu with the lien of such
Mortgage, in any event except for (a) the lien for current real estate taxes,
ground rents, water charges, sewer rents and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters that are of public record and/or are referred to in the
related lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy or a "marked-up" commitment), none of which materially
interferes with the security intended to be provided by such Mortgage, the
current principal use of the related Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan, (c) exceptions and exclusions specifically referred to in such
lender's title insurance policy (or, if not yet issued, referred to in a pro
forma title policy or "marked-up" commitment), none of which materially
interferes with the security intended to be provided by such Mortgage, the
current principal use of the related Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan, (d) other matters to which like properties are commonly subject,
none of which materially interferes with the security intended to be provided by
such Mortgage, the current principal use of the related Mortgaged Property or
the current ability of the related Mortgaged Property to generate income
sufficient to service the related Mortgage Loan, (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property which the Seller did not require to be subordinated to the
lien of such Mortgage and which do not materially interfere with the security
intended to be provided by such Mortgage, the current principal use of the
related Mortgaged Property or the current ability of the related Mortgaged
Property to generate income sufficient to service the related Mortgage Loan, and
(f) if such Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the
lien of the Mortgage for another Mortgage Loan contained in the same
Cross-Collateralized Group (the foregoing items (a) through (f) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
(but for insertion of the name of the assignee and any related recording
information which is not yet available to the Seller) and constitutes a legal,
valid, binding and, subject to the exceptions set forth in Paragraph 13 below,
enforceable assignment of such Mortgage from the relevant assignor to the
Trustee.
5. Assignment of Leases and Rents. The Assignment of Leases, if any,
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 assignment of or first priority lien on and
security interest in, subject to applicable law, the property, rights and
interests of the related Borrower described therein; and each assignor
thereunder has the full right to assign the same. The related assignment of any
Assignment of Leases not included in a Mortgage, executed and delivered in favor
of the Trustee is in recordable form (but for insertion of the name of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the exceptions
set forth in Paragraph 13 below, enforceable assignment of such Assignment of
Leases from the relevant assignor to the Trustee. If an Assignment of Leases
exists with respect to any Mortgage Loan (whether as part of the related
Mortgage or separately), then the related Mortgage or related Assignment of
Leases, subject to applicable law, provides for the appointment of a receiver
for the collection of rents or for the related mortgagee to enter into
possession to collect the rents.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) the related Mortgaged
Property has not been released from the lien of such Mortgage and (c) the
related Borrower has not been released from its obligations under such Mortgage,
in whole or in material part, in each such event in a manner which would
materially interfere with the benefits of the security intended to be provided
by such Mortgage.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared in connection with
the origination of such Mortgage Loan and included in the Mortgage File, the
related Mortgaged Property is to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for such
Mortgage Loan (except in any such case where an escrow of funds or insurance
coverage exists reasonably estimated to be sufficient to effect the necessary
repairs and maintenance). The Seller has no knowledge of any proceeding pending
or threatened for the condemnation of all or any material portion of the
Mortgaged Property securing any Mortgage Loan. To the Seller's knowledge (based
solely on surveys (if any) and/or the lender's title policy (or, if not yet
issued, a pro forma title policy or "marked up" commitment) obtained in
connection with the origination of each Mortgage Loan), as of the date of the
origination of each Mortgage Loan, (a) all of the material improvements on the
related Mortgaged Property lay wholly within the boundaries and, to the extent
in effect at the time of construction, building restriction lines of such
property, except for encroachments that are insured against by the lender's
title insurance policy referred to in Paragraph 8 below or that do not
materially and adversely affect the value, marketability or current use of such
Mortgaged Property, and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the value
or marketability of such Mortgaged Property, except those encroachments that are
insured against by the lender's title insurance policy referred to in Paragraph
8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy is yet
to be issued, by a pro forma policy or a "marked up" commitment) in the original
principal amount of such Mortgage Loan after all advances of principal, insuring
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to the exceptions stated therein or to any Permitted
Encumbrances. Such Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and, to the Seller's knowledge, no material claims have been made
thereunder and no claims have been paid thereunder. The Seller has not 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 (including endorsement and delivery of the related
Mortgage Note to the Purchaser and recording of the related Assignment of
Mortgage in favor of Purchaser in the applicable real estate records), 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. Such Title Policy contains no exclusion for, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) access to a
public road, and (b) that if a survey was reviewed or prepared in connection
with the origination of the related Mortgage Loan, the area shown on such survey
is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and,
subject to the exceptions set forth in Paragraph 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, foreclosure or similar proceedings (as applicable
for the jurisdiction where the related Mortgaged Property is located). Except
for Mortgage Loan Nos. 56388, 56007 and 52828 where the originator waived
insurance requirements related to "terrorism" or terrorist acts", neither the
Mortgage nor any other loan document executed in connection with the Mortgage
Loan contains any express provision that would prohibit the holder of the
Mortgage Loan from requiring the Borrower under the related Mortgage Loan either
to obtain or maintain insurance coverage for loss, cost, liability or damaged
caused by "terrorism" or "terrorist acts". It is understood, however, that the
Seller makes no affirmative representation hereby whether any general insurance
requirement can be enforced to require terrorism insurance.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are payable to such trustee by the Seller, the Depositor or
any transferee thereof except in connection with a trustee's sale after default
by the related Borrower or such customary fee, as may be payable, in connection
with any full or partial release of the related Mortgaged Property or related
security for such Mortgage Loan.
12. Environmental Conditions. With respect to each Mortgaged
Property (a) an environmental site assessment or, an environmental site
assessment update was performed meeting ASTM standards by an independent
third-party environmental consultant with respect to each Mortgaged Property
securing a Mortgage Loan in connection with the origination of such Mortgage
Loan, (b) a report of each such assessment or, update if any (an "Environmental
Report"), has been delivered to the Purchaser, and (c) either: (i) no such
Environmental Report, if any, provides that as of the date of the report there
is a material violation of applicable environmental laws with respect to any
known circumstances or conditions relating to the related Mortgaged Property; or
(ii) if any such Environmental Report does reveal any such circumstances or
conditions with respect to the related Mortgaged Property and the same have not
been subsequently remediated in all material respects, then one or more of the
following are true: (A) a party not related to the related Borrower was
identified as a responsible party for such condition or circumstance, (B) the
related Borrower was required to provide additional security and/or to obtain
and, for the period contemplated by the related Mortgage Loan documents,
maintain an operations and maintenance plan, (C) the related Borrower provided a
"no further action" letter or other evidence acceptable to the Seller in its
reasonable business judgment, that applicable federal, state or local
governmental authorities had no current intention of taking any action, and are
not requiring any action, in respect of such condition or circumstance, (D) such
conditions or circumstances were investigated further and based upon such
additional investigation, a qualified environmental consultant recommended no
further investigation or remediation, (E) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is not greater than 2% of
the outstanding principal balance of the related Mortgage Loan, (F) there exists
an escrow of funds reasonably estimated to be sufficient for purposes of
effecting such remediation, (G) the related Borrower or other responsible party
is currently taking such actions, if any, with respect to such circumstances or
conditions as have been required by the applicable governmental regulatory
authority, (H) the related Mortgaged Property is insured under a policy of
insurance, subject to certain per occurrence and aggregate limits and a
deductible, against certain losses arising from such circumstances and
conditions or (I) a responsible party provided a guaranty or indemnity to the
related Borrower or the Seller to cover the costs of any required investigation,
testing, monitoring or remediation and, as of the date of origination of the
related Mortgage Loan, such responsible party had, in the Seller's sole
discretion, an appropriate net worth in light of the environmental matters
covered by such guaranty or indemnity. To the Seller's knowledge, there are no
significant or material circumstances or conditions with respect to such
Mortgaged Property not revealed in any such Environmental Report, where
obtained, or in any Borrower questionnaire delivered to Seller at the issue of
any related environmental insurance policy, if applicable, that render such
Mortgaged Property in material violation of any applicable environmental laws.
The Seller has required the related Borrower to provide a secured creditor
environmental insurance policy for the Mortgaged Properties identified in
Schedule IIA Representation 12. All environmental assessments that were in the
possession of the Seller and that relate to a Mortgaged Property which is
insured by an environmental insurance policy have been delivered to or disclosed
to the environmental insurance carrier issuing such policy prior to the issuance
of such policy. The Mortgage for each Mortgage Loan encumbering the Mortgaged
Property or other related loan documents require the related Borrower to comply
with all applicable federal, state and local environmental laws and regulations.
13. Loan Document Status. Each Mortgage Note, Mortgage, and other
agreement executed by or on behalf of the related Borrower with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent
transfer, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law), and
except that certain provisions in such loan documents may be further limited or
rendered unenforceable by applicable law, but (subject to the limitations set
forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby and such documents taken as a whole
are enforceable to the extent necessary and customary for the practical
realization of the rights and benefits afforded thereby. Except as set forth in
the immediately preceding sentence, there was no valid offset, defense, counter
claim or right of rescission available to the related Borrower with respect to
any of the related Mortgage Notes, Mortgages or other loan documents, including,
without limitation, any such valid offset, defense, counter claim or right based
on intentional fraud by Seller in connection with the origination of the
Mortgage Loan, that would deny the mortgagee the principal benefits intended to
be provided by the Mortgage Note, Mortgage or other loan documents.
14. Insurance. Except in certain cases, where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating and obligated
to maintain the insurance described in this paragraph, are allowed to
self-insure the related Mortgaged Properties, all improvements upon each
Mortgaged Property securing a Mortgage Loan are insured by an insurer having the
claims-paying ability indicated on Schedule IIA Representation 14, and the
related Mortgage Loan documents require that the property be insured by an
insurer having a claims-paying ability of at least the lesser of (a) the
claims-paying ability of the current insurer indicated on Schedule IIA
Representation 14 or (b) either "A:X" by A.M. Best Company or "A" (or the
equivalent) by S&P or Xxxxx'x Investors Service, Inc. With respect to fire and
extended perils insurance, except in certain cases, where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating and obligated
to maintain the insurance described in this paragraph, each Mortgaged Property
securing a Mortgage Loan is insured under a fire and extended perils insurance
(or the equivalent) policy in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the replacement
cost of the improvements located on the related Mortgaged Property, and if
applicable, the related hazard insurance policy contains appropriate
endorsements to avoid the application of co-insurance and does not permit
reduction in insurance proceeds for depreciation. Each Mortgage Loan maintains
insurance coverage from property damage resulting from "terrorism" or "terrorist
acts" except for the Mortgage Loans set forth on Schedule IIA Representation 14
referenced thereon as (a) not maintaining such insurance as of the Closing Date,
(b) being the subject of review by the Master Servicer (or an agent thereof) as
to ascertain as of the Closing Date the existence or the non-existence of such
insurance and/or (c) having waived such insurance requirements. Each Mortgaged
Property securing a Mortgage Loan is the subject of a business interruption or
rent loss insurance policy providing coverage for at least twelve (12) months
(or a specified dollar amount which, in the reasonable judgement of the Seller,
will cover no less than twelve months of rental income). All such hazard
insurance policies contain a standard mortgagee clause for the benefit of the
holder of the related Mortgage, its successors and assigns, as mortgagee, and
are not terminable (nor may the amount of coverage provided thereunder be
reduced) without ten (10) days' prior written notice to the mortgagee; and no
such notice has been received, including any notice of nonpayment of premiums,
that has not been cured. Except under circumstances that would be reasonably
acceptable to a prudent commercial mortgage lender or that would not otherwise
materially and adversely affect the security intended to be provided by the
related Mortgage, the Mortgage for each Mortgage Loan provides that proceeds
paid under any such casualty insurance policy will (or, at the lender's option,
will) be applied either to the repair or restoration of the related Mortgaged
Property or to the payment of amounts due under such Mortgage Loan; provided
that the related Mortgage may entitle the related Borrower to any portion of
such proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Borrower holds a leasehold interest in the related
Mortgaged Property, the application of such proceeds will be subject to the
terms of the related Ground Lease (as defined in Paragraph 18 below). Each
Mortgage requires that the Borrower or a tenant of the Borrower maintain
insurance as described above or permits the mortgagee to require insurance or
self insurance as described above, and permits the mortgagee to purchase such
insurance at the Borrower's expense if Borrower fails to do so or provides that
the mortgagee has the general right to cure defaults of the Borrower. Each
Mortgaged Property is also covered by comprehensive general liability insurance
in an amount at least equal to $1 million. If any material part of the
improvements, exclusive of a parking lot, located on a Mortgaged Property is in
an area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, the related Mortgagor is required to
maintain flood insurance in respect thereof to the extent such flood insurance
is available.
15. Taxes and Assessments. To the Seller's knowledge, there are no
delinquent property taxes or assessments or other outstanding charges affecting
any Mortgaged Property securing a Mortgage Loan that are a lien of priority
equal to or higher than the lien of the related Mortgage, or if there are such
delinquent charges or taxes, or if the appropriate amount of such taxes or
charges is being appealed or is otherwise in dispute, the unpaid taxes or
charges are covered by an escrow of funds or other security sufficient to pay
such tax or charge. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent until the date
on which interest and/or penalties would be payable thereon.
16. Borrower Bankruptcy. To the Seller's knowledge, no Borrower
under a Mortgage Loan is a debtor in any state or federal bankruptcy, insolvency
or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report, an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Borrower at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect (i) the value of the related Mortgaged Property
as determined by the appraisal performed in connection with the origination of
such Mortgage Loan; or (ii) the principal use of the Mortgaged Property as of
the date of the origination of such Mortgage Loan.) In the event of casualty or
destruction, the Mortgaged Property may be restored or repaired to the full
extent of the use or structure at the time of such casualty, or law and
ordinance insurance coverage has been obtained.
18. Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Borrower as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(a) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage; and there has been no material change
in the terms of such Ground Lease since its recordation, with the exception of
material changes reflected in written instruments which are a part of the
related Mortgage File;
(b) The related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the related
Mortgage, other than the related Fee Interest and Permitted Encumbrances;
(c) The Borrower's interest in such Ground Lease is assignable to,
and is thereafter further assignable by, the Purchaser upon notice to, but
without the consent of, the lessor thereunder (or, if such consent is required,
it either has been obtained or cannot be unreasonably withheld); provided that
such Ground Lease has not been terminated and all amounts owed thereunder have
been paid. If required by such Ground Lease, the lessor has received notice of
the lien of the related Mortgage in accordance with the provisions of such
Ground Lease;
(d) To the Seller's knowledge, the Ground Lease is in full force and
effect as of the Closing Date and, to the Seller's knowledge, there is no
material default under such Ground Lease;
(e) The related ground lessor has agreed to provide the holder of
the Mortgage Loan notice and the holder of such Mortgage Loan is permitted a
reasonable time to cure any default or breach by the lessee thereunder,
including such time as is necessary to gain possession of the Mortgaged
Property, by foreclosure or otherwise, if possession is necessary to effect such
cure, before the lessor thereunder may terminate such Ground Lease. Such Ground
Lease further provides that no notice of termination given under such Ground
Lease is effective against the mortgagee under such Mortgage Loan unless a copy
has been delivered to the mortgagee;
(f) Such Ground Lease has an original term (or an original term plus
one or more optional renewal terms, which, under all circumstances, may be
exercised, and will be enforceable, by the mortgagee if it takes possession of
such leasehold interest) that extends not less than 20 years beyond the stated
maturity of the related Mortgage Loan; or, if not 20 years, at least 19 years
beyond such stated maturity date;
(g) Such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease as a result of a
rejection of such Ground Lease in a bankruptcy proceeding involving the related
Borrower unless the mortgagee under such Mortgage Loan fails to cure a curable
default of the lessee under such Ground Lease following notice thereof from the
lessor;
(h) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related casualty insurance proceeds with respect to the
leasehold interest will be applied, either (i) to the repair or restoration of
all or part of the related Mortgaged Property with the mortgagee or a trustee
appointed by it having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in such cases where a provision
entitling another party to hold and disburse such proceeds would not be viewed
as commercially unreasonable by a prudent commercial mortgage loan lender), or
(ii) to the payment of the outstanding principal balance of the Mortgage Loan
together with any accrued interest thereon;
(i) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the Mortgaged Property is located at
the time of the origination of such Mortgage Loan; and
(j) Such Ground Lease may not be amended or modified or any such
amendment or modification will not be effective against the mortgagee without
the prior written consent of the mortgagee under such Mortgage Loan, and any
such action without such consent is not binding on such mortgagee, its
successors or assigns.
19. 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) (but without regard to the rule in Treasury regulation
section 1.860G-2(f)(2)).
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than amounts paid by the tenant as specifically provided under related
lease), for the payment of any amount required by such Mortgage Loan, except for
interest accruing from the date of origination of such Mortgage Loan or the date
of disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder
(or its predecessors), is convertible by its terms into an equity ownership
interest in the related Mortgaged Property or the related Borrower, provides for
any contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property, or provides for the negative
amortization of interest, except that, in the case of an ARD Loan, such Mortgage
Loan provides that, during the period commencing on or about the related
Anticipated Repayment Date and continuing until such Mortgage Loan is paid in
full, (a) additional interest shall accrue and may be compounded monthly and
shall be payable only after the outstanding principal of such Mortgage Loan is
paid in full and (b) a portion of the cash flow generated by such Mortgaged
Property will be applied each month to pay down the principal balance thereof in
addition to the principal portion of the related Monthly Payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, governmental investigations, arbitrations or like
proceedings by or before any court or governmental authority against or
affecting the Borrower under any Mortgage Loan or the related Mortgaged Property
that, if determined adversely to such Borrower or Mortgaged Property, would
materially and adversely affect the value of the Mortgaged Property, the benefit
of the security intended to be provided by the Mortgage Loan documents or the
current ability of the Borrower to pay principal, interest or any other amounts
due under such Mortgage Loan or the current principal use of the Mortgaged
Property. The Seller has not knowingly violated any provision of the United
States Bank Secrecy Act, the United States Money Laundering Control Act of 1986
or the United States International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001 or intentionally violated any other law of any
jurisdiction applicable to it or the Mortgage Loans insofar as such laws require
Seller to make investigations, reports or take action with respect to the
related Borrowers.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving Cross-Collateralized Mortgage Loans, none of the Mortgaged Properties
securing the Mortgage Loans is encumbered by any mortgage liens junior to or of
equal priority with the liens of the related Mortgage.
24. No Mechanics' Liens. To the Seller's knowledge, (i) each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) is free and clear of any and all mechanics' and materialmen's liens
that are prior or equal to the lien of the related Mortgage and that are not
bonded or escrowed for or covered by title insurance, and (ii) no rights are
outstanding that under law could give rise to any such lien that would be prior
or equal to the lien of the related Mortgage and that is not bonded or escrowed
for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt
from, all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related borrower at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the Borrower was in possession of all material
licenses, permits and franchises required by applicable law for the ownership
and operation of the related Mortgaged Property as it was then operated or such
material licenses, permits and franchises have otherwise been issued, and, as of
the Cut-Off Date, the Seller has no knowledge that the related Borrower was not
in possession of such licenses, permits and authorizations or that such
licenses, permits and authorizations have not otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
U.S. Treasury securities in connection with a defeasance of the related Mortgage
Loan; provided that the Mortgage Loans that are Cross-Collateralized Mortgage
Loans, and the other individual Mortgage Loans secured by multiple parcels, may
require the respective mortgagee(s) to grant releases of portions of the related
Mortgaged Property or the release of one or more related Mortgaged Properties
upon (i) the satisfaction of certain legal and underwriting requirements or (ii)
the payment of a release price and prepayment consideration in connection
therewith; and provided, further, that any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Seller did not give any material value in underwriting the Mortgage Loan.
29. Defeasance. If such Mortgage Loan contains a provision for any
defeasance of mortgage collateral, such Mortgage Loan either (A) (1) permits
defeasance no earlier than two years after the Closing Date, (2) permits
defeasance only with substitute collateral constituting "government securities"
within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an
amount sufficient to make all scheduled payments under the Mortgage Note and (3)
such Mortgage Loan has been transferred by the Seller with the intent that the
defeasance provision not be utilized (x) for any reason other than to facilitate
the disposition of the Mortgaged Property or any other customary commercial
transaction or (y) as a part of an arrangement to collateralize a REMIC offering
with obligations that are not real estate mortgages or (B) requires that a legal
opinion or opinions be delivered with respect to the defeasance that states
subject to customary assumptions and qualifications that the holder of the such
Mortgage Loan has a first priority perfected security interest in the defeasance
collateral and that the defeasance will not cause the Trust to fail to qualify
as a REMIC or be subject to any "prohibited transaction" tax as defined in the
REMIC Provisions (the "Legal Opinion"). The related mortgage loan documents
enable the lender to charge the expenses associated with permitting a defeasance
to the Borrower and provide for the following items (or otherwise contain
provisions pursuant to which the holder can require such items): (a) an
accountant's certification as to the adequacy of the defeasance collateral to
make payments under the related Mortgage Loan for the remainder of its term, (b)
the Legal Opinion, and (c) a letter or other written evidence from the Rating
Agencies that the defeasance will not result in the withdrawal, downgrade or
qualification of the ratings assigned to the Certificates.
30. Fixed Rate Loan. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.
31. Inspection. Each related Mortgaged Property was inspected by or
on behalf of the related originator or an affiliate during the 12 month period
prior to the related origination date.
32. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration under the Mortgage
Note or Mortgage for any Mortgage Loan and no event has occurred which, with the
passing of time or giving of notice and the expiration of any grace or cure
period, would constitute such a material default or breach; provided, however,
that this representation and warranty does not cover any default, breach,
violation or event of acceleration that specifically pertains to or arises out
of the subject matter otherwise covered by any other representation and warranty
made by the Seller in this Schedule II. Neither the Seller nor any servicer on
behalf of the Seller has accelerated the Mortgage Loan or commenced judicial or
non-judicial foreclosure proceedings with respect to the Mortgage Loan.
33. Due-on-Sale. Subject to exceptions set forth in the related
Mortgage Loan documents and except with respect to transfers by reason of family
and estate planning and transfers of less than a controlling interest in a
Mortgagor, or a substitution or release of collateral within the parameters of
paragraph 28 above, each Mortgage contains a "due on sale" clause which
expressly or effectively provides for the acceleration of the payment of the
unpaid principal balance and accrued interest of the related Mortgage Loan if,
without the prior written consent of the holder of such Mortgage, the related
Mortgaged Property, or any direct or indirect interest therein, is directly or
indirectly transferred or sold.
34. Single Purpose Entity. The Borrower on each Mortgage Loan with a
Cut-off Date Balance of $15,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Mortgaged Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Mortgaged Properties, or any
indebtedness other than as permitted by the related Mortgage(s) or the other
related Mortgage Loan documents, that it has its own books and records and
accounts separate and apart from any other person, that it holds itself out as a
legal entity (separate and apart from any other person), that it will not
guarantee or assume the debts of any other person, that it will not commingle
assets with affiliates, and that it will not transact business with affiliates
except on an arm's-length basis.
35. Whole Loan. Each Mortgage loan is a whole loan and not a
participation interest in a mortgage loan.
36. Security Interests. If any Mortgaged Property securing a
Mortgage Loan is operated as a hospitality property then (a) the security
agreements, financing statements or other instruments, if any, related to the
Mortgage Loan secured by such Mortgaged Property establish and create a valid
and enforceable (subject to the exceptions set forth in paragraph 13 above)
security interest in all items of personal property owned by the related
Borrower which are material to the conduct in the ordinary course of the
Borrower's business on the related Mortgaged Property, subject only to purchase
money security interests, personal property leases and security interests to
secure revolving lines of credit and similar financing; and (b) one or more
Uniform Commercial Code financing statements covering such personal property
have been filed or recorded (or have been sent for filing or recording) wherever
necessary to perfect under applicable law such security interests (to the extent
a security interest in such personal property can be perfected by the filing of
a Uniform Commercial Code financing statement under applicable law). The related
assignment of such security interest (but for insertion of the name of the
assignee and any related information which is not yet available to the Seller)
executed and delivered in favor of the Trustee constitutes a legal, valid and
binding assignment thereof from the relevant assignor to the Trustee.
37. Prepayment Premiums. Prepayment Premiums payable with respect to
each Mortgage Loan, if any, constitute "customary prepayment penalties" within
meaning of Treasury Regulation Section 1.860G-1(b)(2).
38. [RESERVED].
39. Sub-Servicing Agreements. If such Mortgage Loan is, as of the
Closing Date, subject to a Sub-Servicing Agreement, such Sub-Servicing Agreement
provides that the related Sub-Servicer is not to receive any sub-servicing
compensation with respect to such Mortgage Loan during any period that such
Mortgage Loan is a Specially Serviced Mortgage Loan or an REO Loan (except for
any Termination Strip payable, if applicable, to a Sub-Servicer in connection
with a termination thereof without cause as contemplated by Section 3.22(d) of
the Pooling and Servicing Agreement); provided, however, that, at the related
Sub-Servicer's option, although its Sub-Servicing duties shall terminate to the
extent transferred to the Special Servicer, the related Sub-Servicer may retain
the Mortgage Loans on its computer systems so long as such Mortgage Loans are
Specially Serviced Mortgage Loans (without any compensation therefor).
40. Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower, a principal of
such Borrower or an entity controlled by a principal of such Borrower for
damages sustained in connection with the Borrower's fraud, intentional (or,
alternatively, material) misrepresentation or misappropriation or misapplication
of any tenant security deposits, rent, insurance proceeds or condemnation
proceeds. The related Mortgage Loan documents contain provisions pursuant to
which the related Borrower, a principal of such Borrower or an entity controlled
by a principal of such Borrower has agreed to indemnify the mortgagee for
damages resulting from violations of any applicable environmental laws.
41. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that has not been assigned to the Purchaser.
42. Fee Simple or Leasehold Interests. The interest of the related
Borrower in the Mortgaged Property securing each Mortgage Loan includes a fee
simple interest in real property and the improvements thereon with the exception
of leasehold estates set forth in Schedule IIA Representation 42.
43. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrow deposits
are conveyed hereunder to the Purchaser. Any and all material requirements under
each Mortgage Loan as to completion of any material improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the Closing Date, have been complied with
in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
44. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage requires the related Borrower, in some cases at the request of
the lender, to provide the holder of such Mortgage Loan at least quarterly and
annually with operating statements and rent rolls (if there is more than one
tenant) for the related Mortgaged Property and annual financial statements of
the related Borrower, and with such other information as may be required
therein.
45. Appraisals. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of the Mortgage Loan, which
appraisal is signed by an appraiser, who, to the Seller's knowledge, had no
interest, direct or indirect, in the Mortgaged Property or the Borrower or in
any loan made on the security thereof, and whose compensation is not affected by
the approval or disapproval of the Mortgage Loan; in connection with the
origination of the Mortgage Loan, each appraiser has represented in such
appraisal or in a supplemental letter that the appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation.
46. No Capital Contributions. The Seller has no obligation to make
any capital contributions to the related Mortgagor under the Mortgage Loan.
47. Grace Periods. The related Mortgage or Mortgage Note provides a
grace period for Monthly Payments no longer than ten (10) days from the
applicable Due Date.
48. Access Routes. Based solely on surveys, title insurance reports,
the Title Policy, the engineering report, the appraisal and/or other relevant
documents included in the Mortgage File, at the time of origination of the
Mortgage Loan, the Mortgaged Property (A) had access to a public road, and (B)
was served by public or private water, sewer (or septic facilities) and other
utilities.
49. Credit Tenant Leases.
(a) The base lease payments due under the related Credit Lease,
together with any escrow payments held by the Seller or its designee, are equal
to or greater than the payments due with respect to the related Mortgage Loan
and are payable without notice or demand.
(b) The Mortgagor does not have any monetary obligations under the
related Credit Lease (other than indemnifying the related Tenant for the related
Landlord's gross negligence or intentional misconduct), and every material
monetary obligation associated with managing, owning, developing and operating
the leased property, including, but not limited to, the costs associated with
utilities, taxes, insurance, maintenance and repairs is an obligation of the
related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations, other
than cooperation in connection with tax contests, under the related Credit
Lease, except for the delivery of possession of the leased property.
(d) The related Tenant cannot terminate such Credit Lease for any
reason prior to the payment in full of: (a) the principal balance of the related
Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and
(c) any other sums due and payable under such Mortgage Loan, as of the
termination date, which date is a rent payment date, except for a material
default by the related Mortgagor under the Credit Lease or due to a casualty or
condemnation event, in which case, a Lease Enhancement Policy insures against
such risk.
(e) In the event the related Tenant assigns or sublets the related
leased property, such Tenant (and if applicable, the related guarantor) remains
primarily obligated under the related Credit Lease.
(f) Based upon the customary due diligence performed by the
originator at origination, each leased property related to a Credit Lease Loan
is one or more separate tax lots, except properties concerning which adequate
funds have been escrowed to cover taxes due on the entire tax lot or lots.
(g) The related Tenant has agreed to indemnify the Mortgagor from
any claims of any nature (a) to which the Mortgagor is subject because of such
Mortgagor's estate in the leased property (except to the extent caused by the
act or omission of the Mortgagor or its agents or employees), or (b) arising
from (i) injury to or death of any person or damage to or loss of property on
the leased property or connected with the use, condition or occupancy of the
leased property, (ii) Tenant's violation of the related Credit Lease, or (iii)
any act or omission of the Tenant.
(h) The related Tenant has agreed to indemnify the Mortgagor from
any claims of any nature arising as a result of any hazardous material affecting
the leased property and due to such Tenant's use of the leased property.
(i) In connection with Credit Lease Loans with respect to which a
Guaranty exists, the related guarantor guarantees the payment due (and not
merely collection) under the related Credit Lease and such Guaranty, on its
face, contains no conditions to such payment.
(j) Except for the Credit Lease Loans which have residual value
insurance, each Credit Lease Loan fully amortizes over the term of the loan, and
there is no "balloon" payment due under such Credit Lease Loan at maturity.
(k) No Tenant under a Credit Lease Loan and related documentation
may exercise any termination right or offset or set-off right (other than
abatement related to the existence of hazardous materials that materially
interfere with the Tenant's use and occupancy) which shall be binding upon the
related Mortgagee without providing prior written notice of same to such
Mortgagee.
(l) Each Tenant under each Credit Lease Loan and related
documentation is required to make all rental payments due under the applicable
Credit Lease directly to an entity designated by the Mortgagee.
(m) No material modification or amendment of any Credit Lease Loan
shall be binding upon the related Mortgagee without such Mortgagee's prior
written consent to such material modification or amendment, which consent may
not be unreasonably withheld.
(n) Each leased property related to a Credit Lease Loan has or will
have a permanent certificate of occupancy, and the related Tenant thereunder has
commenced the payment of rent due under the respective Credit Lease in
accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance and
attornment agreement pursuant to which the respective Tenant has agreed, in the
event the related Mortgagee succeeds to the interest of the Mortgagor under the
Credit Lease by reason of foreclosure or acceptance of a deed in lieu of
foreclosure, the Tenant will attorn to and recognize the Mortgagee as its
Landlord under the Credit Lease for the remainder of the term of the Credit
Lease.
(p) To the Seller's knowledge, the leased property related to each
Credit Lease Loan is not subject to any other lease other than the related
Credit Lease or any ground lease pursuant to which the related Mortgagor has
acquired its interest in the respective leased property, no Person has any
possessory interest in, or right to occupy, the subject leased property except
under and pursuant to any such Credit Lease or ground lease and the related
Tenant under each Credit Lease is in occupancy of the demised premises.
(q) To the Seller's knowledge, in reliance on a Tenant estoppel
certificate and representations made by the Tenant under the Credit Lease or
representations made by the related Mortgagor under the Mortgage Loan documents,
as of the date of origination of each Credit Lease Loan (1) each Credit Lease
was in full force and effect, and no default by the related Mortgagor or any
Tenant had occurred under the Credit Lease, nor was there any existing condition
which, but for the passage of time or the giving of notice, or both, would
result in a default under the terms of the Credit Lease, and (2) each Credit
Lease has a term ending on or after the maturity date (or anticipated repayment
date) of the related CML.
(r) Each Tenant has delivered, in connection with the origination of
the related Mortgage Loan, an estoppel verifying the rents and terms of the
related lease, acknowledging that no rent has been paid in advance, and an
estoppel and/or subordination and nondisturbance agreement agreeing to attorn to
the holder of the Mortgage Loan.
(s) A Lease Enhancement Policy (a "Policy") has been obtained for
each Credit Lease Loan and with respect to each Policy:
(i) Each Credit Lease Loan in connection with which the related
Credit Lease may be terminated upon the occurrence of a casualty or
condemnation has a noncancellable Lease Enhancement Policy, other than for
nonpayment or a transfer of ownership of the leased property by the
insured, from Lexington Insurance Company (the "Company").
(ii) Payment under each Policy will be made at least within 15 days
of notification of a claim.
(iii) The premium for each Policy has been paid in full as of the
Policy effective date for the related Policy and the Policy cannot be
terminated prior to the termination date except for non-payment of premium
or transfer of ownership of the leased property unless (i) the loan
documents provide that the transferee assumes the Policy and (ii) the
Company had previously approved the transfer.
(iv) The effective date for each Policy with respect to each Credit
Lease Loan is on or prior to the Closing Date.
(v) The termination date for each Policy with respect to each Credit
Lease Loan is the date upon which the outstanding principal balance of the
Credit Lease Loan is reduced to zero.
(vi) The insured amount for each such Policy is what the applicable
provider will pay to the loss payee upon notification of a claim and is at
least equal to the outstanding principal balance of the related Mortgage
Note at the time the claim is made plus all accrued interest.
(vii) The Policy cannot be amended without the prior written consent
of the Trustee.
(viii) The Trustee and its assigns are designated as the loss payee
under each related Policy. All claims proceeds are payable to the loss
payee.
50. Xxxxx Xxxx Completion Guaranty. With respect to Mortgage Loan
No. 52385 (the "Xxxxx Xxxx Loan") only, Seller represents and warrants that the
renovations required to be completed in connection with the Xxxxx Xxxx Loan set
forth under that certain Guaranty Completion Agreement, dated as of July 1,
2002, made by Xxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxxx, as guarantors in favor of
the Seller (the "Guaranty") will be completed in the manner, timeframe and to
the full extent described in that certain Construction Contract between the
Borrower under the Xxxxx Xxxx Loan and Services Unlimited of Florida, Inc. dated
June 7, 2001 and any required change orders thereto.
51. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy or in certain instances an application has been made to the
applicable governing authority for creation of separate tax lots which shall be
effective for the next tax year.
SCHEDULE IIA TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
BETWEEN BANK OF AMERICA, N.A. AND
BANC OF AMERICA COMMERCIAL MORTGAGE INC.
EXCEPTIONS TO SCHEDULE II REPRESENTATIONS AND WARRANTIES
REPRESENTATION 4
Lien; Valid Assignment.
Loan No. Exception
-------- ---------
55580 - Xxxxxx Parkway The Mortgage which secures an office
55517 - Xxxxxx Parkway building does not encumber the
Borrower's right, title, and interest
in and to any oil, gas, minerals, coal
or other substances of any kind or
character.
55987 - Walgreens The proforma title policy contained in
the Mortgage Loan file excepts from
coverage that certain sublease entered
into by Borrower and Walgreen Co.
("Tenant") on February 21, 2001 (the
"Sublease"). A subordination,
non-disturbance and attornment
agreement dated October 30, 2001
subordinates the lien, but not the
terms, of such Sublease to lien of the
Mortgage. The Sublease contains a
right of first refusal, which Tenant
agrees shall not apply to a party
acquiring title or right of possession
of the premises through foreclosure or
otherwise, however such right of first
refusal shall apply to any subsequent
purchasers of the premises.
REPRESENTATION 12
Environmental Conditions
The Seller required the related Borrower to provide a secured creditor
environmental insurance policy for the Mortgaged Properties securing the
following Mortgage Loans:
53402 Xxxxxxxx Valley Mall
56185 Kaiser Office Building
00000 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx
00000 Xxxxx Xxxx Industrial Center
55314 Vornado Portfolio 1 - Summary
55314 Vornado Portfolio 1 - 174 Passaic Street
55314 Vornado Portfolio 1 - 2110 Lincoln Highway
55314 Vornado Portfolio 0 - 00 Xxxxx Xxxxxx
0000 7-Eleven, Manchester, NH
400010353 CVS-Office Depot, Coral Springs
400010370 A Discount Mini-Storage
400010360 Wood Village
400010362 Indiandale Manor Apartments
REPRESENTATION 14
Insurance.
Loan No. Exception
-------- ---------
5574 - 7-Eleven Manchester The Borrower is not required to
maintain a business interruption or
rent loss insurance policy providing
coverage for at least twelve (12)
months (or a specified dollar amount
which, in the reasonable judgement of
the Seller, will cover no less than
twelve months of rental income)
because the Credit Lease and other
Mortgage Loan documentation do not
provide for abatement of rent in the
event of loss due to casualty.
Representation 14 Insurance
------------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER PROPERTY NAME INSURANCE TYPE EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------------------------
55502 G&K Portfolio 1 Group B - Civic Plaza Property 12/30/05
Liability 12/31/05
55642 4615 Post Oak Place Office Building Property 11/01/03
Liability 11/01/03
Umbrella 11/01/03
52373 65 Willowbrook Property 07/10/03
Liability 07/10/03
Umbrella 07/10/03
Umbrella 07/03/03
Liability 07/02/03
52382 FEIGA - Eagles Landing Apartments Property 07/01/03
Liability 06/30/03
Umbrella 06/30/03
Liability 06/11/03
55504 G&K Portfolio 1 - Villa Olive Oak Property 06/01/03
Umbrella 05/03/03
Liability 05/02/03
52385 XXXXX - Xxxxx Xxxx Apartments Property 05/01/03
56075 Reflections of Tampa Apartments Property 04/01/03
Liability 04/01/03
56294 Pinnacle Canyon Apartments Property 04/01/03
00000 Xxxxxxx Xxxxxxxx Xxxxxx Property 04/01/03
Liability 04/01/03
Umbrella 04/01/03
00000 Xxxxxxxxxxx Xxxxx #000 Property 03/31/03
Property 03/31/03
52999 100 and 200 Corporate Place Property 03/27/03
Liability 03/27/03
56451 FEIGA - Saddleback Apartments Property 03/15/03
Liability 03/15/03
Umbrella 03/15/03
56442 Sterling University Canyon Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56444 Sterling University Fields Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56446 Sterling University Glades Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56447 Sterling University Parks Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56448 Sterling University Pines Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56449 Sterling University Village Phase II Property 03/14/03
Property 03/14/03
Liability 03/14/03
Umbrella 03/14/03
56218 Alexan Quarry Apartments Property 03/04/03
Property 03/04/03
Property 03/04/03
Liability 03/04/03
Umbrella 03/04/03
56455 Somerset Apartments Property 02/06/03
Liability 02/06/03
Umbrella 02/06/03
Liability 02/01/03
Umbrella 02/01/03
56388 Champions Park Apartments Property 02/01/03
Property 02/01/03
Property 02/01/03
Liability 02/01/03
Umbrella 02/01/03
Umbrella 01/01/03
54636 Xxxx Xxxxx Centre Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio (Roll-Up) Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 0000-0000 Xxxxx Xxxxxxx Xxxxxx Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 700-790 Xxxxx Xxxx Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 0000 Xxxxxxx Xxxx. Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 0000 Xxxxxxxx Xxxxxx Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 2990 Blue Star Street Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 0000 Xxxxxxx Xxxx. Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
55615 Aspen Properties Portfolio - 000 Xxxxxxx Xxxx Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
56299 The Reserve at Clemson Property 12/31/02
Umbrella 12/31/02
56300 Northpointe Apartments Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
Umbrella 12/08/02
00000 Xxxxxxxxx - Xx. Xxxxxx, XX
00000 Two Xxxxx Center Property 12/01/02
Liability 12/01/02
Umbrella 12/01/02
Liability 12/01/02
Liability 11/30/02
Liability 11/30/02
Liability 11/30/02
Liability 11/30/02
56185 Kaiser Office Building Property 11/30/02
Liability 11/29/02
Umbrella 11/15/02
55759 Yarrow Industrial Center Property 11/02/02
54702 6th & Alameda Wholesale Distribution Center Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
00000 Xxxxxxxxxxx Xxxxxxx Property 11/01/02
Liability 11/01/02
Umbrella 11/01/02
00000 Xxxxxx Xxxxxx Shopping Center Property 11/01/02
Liability 11/01/02
Umbrella 11/01/02
Condemnation 11/01/02
56108 Deluxe Video Warehouse Property 11/01/02
Liability 11/01/02
Umbrella 11/01/02
55935 Pearson Educational Distribution Center Property 10/31/02
Liability 10/31/02
Umbrella 10/31/02
56033 Wellington Professional Centre Property 10/31/02
Liability 10/31/02
Umbrella 10/31/02
Liability 10/19/02
56338 METRA - Westwood Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56340 METRA Pool 2 - Governor's Square Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56340 METRA Pool 2 - Timbers On Broadway Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56340 METRA Pool 2 - Apple Lane Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56340 METRA Pool 2 - Oak Park IV Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56340 METRA Pool 2 (Roll-Up) Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56341 METRA - Park Avenue Villas Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56342 METRA - Wood Hollow (Regency Falls) Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56344 METRA - Arbor Pointe Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56345 METRA - Brighton Court Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56346 METRA - Xxxxxx Villas Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56348 METRA - Enclave Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56349 METRA - Meridian Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56351 METRA Pool 1 - Fairways Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56351 METRA Pool 1 - Signature Place Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56351 METRA Pool 1 - Xxxxxxxx Place Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56351 METRA Pool 1 - Fountains at Waterford Apts. Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56351 METRA Pool 1 (Roll-Up) Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56352 METRA - Treehouse Apartments-SA Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56353 METRA - Xxxxxx'x Ferry Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56354 METRA - Fountain Lake Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56356 METRA - Willow Creek Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
00000 XXXXX - Xxxxxxx Xxxx Xxxxxxx Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56358 METRA - Quail Oaks Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
56359 METRA - Sunchase Apartments Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Property 10/01/02
Liability 10/01/02
Umbrella 10/01/02
55913 Sabre Springs Business Center Property 09/24/02
Liability 09/24/02
Umbrella 09/24/02
52404 FEIGA - Chaparral Apartments Property 09/20/02
55795 CLK - Knollwood Apartments Property 09/20/02
Umbrella 09/20/02
55796 CLK - Maison de Ville Apartments Property 09/20/02
Umbrella 09/20/02
55797 CLK - Maison Imperial Apartments Property 09/20/02
Umbrella 09/20/02
55805 CLK - Hickory Lake Apartments Property 09/20/02
Umbrella 09/20/02
55806 CLK - Woodbridge Apartments Property 09/20/02
Umbrella 09/20/02
55813 CLK - Deerhorn Village Apartments Property 09/20/02
Umbrella 09/20/02
55820 CLK - Lake Park Apartments Property 09/20/02
Umbrella 09/20/02
55822 CLK - Xxxx Apartments Property 09/20/02
Umbrella 09/20/02
55823 CLK - Forestwood Apartments Property 09/20/02
Umbrella 09/20/02
55825 CLK - Willow Bend Lake Apartments Property 09/20/02
Umbrella 09/20/02
55828 CLK - Landings at Forest Acres Property 09/20/02
Umbrella 09/20/02
55773 000 Xxxxxx Xxxx Property 09/15/02
Liability 09/15/02
Umbrella 09/15/02
00000 Xxxxxxxx Xxxxxx Xxxx Property 10/09/02
Liability 10/09/02
Umbrella 10/09/02
Umbrella 10/09/02
Umbrella 10/09/02
00000 Xxxx Xxxxxx Towne Center Unit 1 Lot 2 Property 08/01/03
Liability 08/01/03
Umbrella
53652 Palm Bay Corners Shopping Center Property exp 8/31/2002
Liability exp 8/31/2003
53687 Lompoc Shopping Center Property 12/07/02
Liability 12/07/02
Umbrella 12/07/02
00000 Xxxxx Xxxxxxxx Xxxxxxxx Shopping Center Property 07/05/03
55857 Arbors of West Bloomfield Property 11/01/02
Property 11/01/02
Liability 11/01/02
Liability 11/01/02
00000 Xxxxxxxxx - Xxxxxx Xxxxx, XX Property exp
Property exp
Property exp
Liability exp
Umbrella exp
56141 Wyndchase Apartments Property 11/01/02
Property 11/01/02
Liability 11/01/02
Liability 11/01/02
Umbrella 07/01/03
56161 Belmont Village Shopping Center Property 11/30/02
Liability 11/30/02
Umbrella 11/30/02
54993 Braintree Executive Plaza Property 06/30/03
Liability 06/30/03
Umbrella 06/30/03
56007 The Market Shops at Sandestin Property 05/01/03
00000 Xxxxxxxxx Xxxxx Property 02/22/03
Liability 02/22/03
Umbrella 05/14/03
55993 San Xxxxxx Apartments Property 06/15/03
Liability 06/16/03
52828 The Landings Apartments Property 4/30/03
Property 5/1/03
Liability 5/1/03
Umbrella 5/1/03
53416 Gramercy Park Apartments Property 04/01/03
Liability 04/01/03
Umbrella 04/01/03
00000 Xxxxxxxxx Xxxxxxx Property 05/31/03
Liability 06/01/03
Umbrella 06/01/03
Property
Liability
55314 Vornado Portfolio 1 - 174 Passaic Street Same as Roll-Up Same as Roll-Up
55314 Vornado Portfolio 1 - 00 Xxxxx Xxxxxx Same as Roll-Up Same as Roll-Up
55314 Vornado Portfolio 1 - 2110 Lincoln Highway Same as Roll-Up Same as Roll-Up
55314 Vornado Portfolio 1 (Roll-Up) Property 06/30/03
Liability 11/30/02
Umbrella 05/30/03
55502 G&K Portfolio 1 Group B - Capitola Gardens Property 06/01/03
Liability 06/01/03
Umbrella 06/01/03
55502 G&K Portfolio 1 Group B - Xxxxxxxx Hillside Property 06/01/03
Liability 06/01/03
Umbrella 06/01/03
55502 G&K Portfolio 1 Group B (Roll-Up) Property 06/01/03
Liability 06/01/03
Umbrella 06/01/03
55647 One Gateway Plaza Property 01/01/03
Liability 01/01/03
Umbrella 01/01/03
00000 Xxxxx Xxxxxxxx Shopping Center Property 06/01/03
Liability 06/01/03
Umbrella 06/01/03
Umbrella
Umbrella
Umbrella
Umbrella
55650 American Spectrum-CGS-Oak Grove Commons Property 05/19/03
Property 05/19/03
Property 05/19/03
Liability 05/19/03
Umbrella 05/19/03
56089 American Spectrum-CGS-Sierra Sorrento II Property 05/19/03
Property 05/19/03
Property 05/19/03
Liability 05/19/03
Umbrella 05/19/03
00000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxx Property 09/01/02
Liability 09/01/02
Umbrella 09/01/02
55407 Xxxxxx Food 4 Less Property 05/19/03
Liability 05/19/03
Umbrella 05/29/03
55989 0000 Xxxx Xxxx Xxxxx Property 05/01/03
Liability 05/01/03
Umbrella 05/01/03
56134 American Spectrum-CGS-Park Plaza I & II Property 05/19/03
Property 05/19/03
Property 05/19/03
Liability 05/19/03
Umbrella 05/19/03
00000 Xxxxxxx 00 All Storage Property 04/21/03
Liability 04/21/03
Umbrella 04/21/03
00000 Xxxxxxxx Xxxxxx Shopping Center Property 04/18/03
Liability 04/18/03
55128 Lake Elsinore City Center Property 04/09/03
Liability 04/09/03
Umbrella 04/09/03
55413 Bank of America Plaza-Atlanta Property 01/01/03
Property 02/20/03
Liability 01/01/03
Umbrella 01/01/03
Umbrella 01/01/03
Property
00000 Xxx Xxxxxx xx Xxxxxxx Xxxxx Property 01/01/03
Liability 12/21/02
Umbrella 12/21/02
56076 Santa Fe Pointe Apartments Property 04/01/03
Liability 04/01/03
Umbrella 01/01/03
Property
55925 Xxxx Corners Shopping Center Property 03/28/03
Liability 03/28/03
Umbrella 03/28/03
00000 Xxxxxxx Xxxxxxx Shopping Center Property 03/28/03
Liability 03/28/03
Umbrella 03/28/03
54938 Greenlawn Crossing Shopping Center Property 03/09/03
Liability 03/09/03
Umbrella 03/09/03
Liability
00000 Xxxxxxxxx Xxxxx (0000&0000 westen) Property 02/25/03
Liability 02/25/03
Property 12/25/02
Liability 12/25/02
00000 Xxxxxxx Xxxxxx II Office Building Property 03/30/03
Liability 03/30/03
54973 Crossroads Building Three Property 02/11/03
Property 02/11/03
Property 02/11/03
Liability 02/11/03
Umbrella 02/12/03
00000 Xxxxxxx Xxxxxx II (Kohl's) Property 01/01/03
Liability 01/01/03
Umbrella 01/01/03
00000 Xxxxxxx Xxxxxx Apartments Property 02/20/03
Liability 02/20/03
00000 Xxxxxxxxx Xxxxxx Properties Property 01/31/03
Liability 01/31/03
Umbrella 01/31/03
00000 Xxx Xxxxx Xxxxx Property 01/01/03
Liability 01/01/03
Umbrella 01/01/03
00000 Xxxxxxxxx Xxxxxx Shop Space Property 01/01/03
Liability 01/01/03
Umbrella 01/01/03
00000 XxXx Xxxxx Xxxxxxxx Xxxxxx- Xxxxxxxxxx, XX Property 10/11/02
Liability 10/11/02
54644 The Jewelers Mall Property 12/15/02
Liability 12/15/02
Umbrella 12/15/02
00000 Xxxxxxxxxxx Xxxxxxx Property 10/19/02
Liability 10/19/02
55745 Massillon Village Center Property 12/01/02
Liability 12/01/02
Umbrella 12/01/02
56213 Clearwater House Office Building Property 12/1/02
Liability 12/1/02
Umbrella 12/1/02
55660 136, 144 and 000 Xxxxx Xxxxxxxxx Property 11/11/02
Liability 11/11/02
00000 Xxxxxxxxxxxx Xxxxxxxx Shopping Center Property 01/31/03
Liability 01/31/03
Umbrella 01/31/03
55669 Braesbrook Apartments Property 10/04/02
Liability 10/04/02
Boiler/Mach.
Umbrella 10/12/02
00000 Xxxxxxxxxx Xxxxxx Shopping Center Property 11/01/02
Liability 11/01/02
Umbrella 11/01/02
55863 Warm Springs Crossings Property 12/31/02
Liability 12/31/02
Umbrella 12/31/02
52887 CVS - Manassas, VA Property 01/01/03
Liability 01/01/03
55517 20255 Xxxxxx Parkway Property 09/30/02
Liability 09/30/02
Umbrella 09/30/02
55580 20555 Xxxxxx Parkway Property 09/30/02
Liability 09/30/02
Umbrella 09/30/02
00000 Xxxxxx Xxxxxx Corners Property 08/30/02
Liability 08/30/02
00000 Xxxxxxxxx - Xxxxxxxx, XX Property Self Insured
00000 Xxxxxxxxx - Xxxxxx Xxxx Property Self Insured
00000 Xxxxxxx Xxxxxxxx Shopping Center Property 09/01/02
Liability 09/01/02
55001 Walgreens - Xxxxxx (Store No.6199) Property Self Insured
55064 Xxxxxxxx'x Xxxxxx Crossing Property 01/01/03
Liability 01/01/03
Umbrella
00000 Xxxxxx Xxxxx Senior Apartments Property 06/29/03
Liability 06/29/03
Umbrella
55113 Desert Village Shopping Center Property 06/01/03
Liability 06/02/03
Umbrella 06/03/03
00000 Xxxxx/Xxxx Xxxxx - Xxxxxxxx, XX Property 01/31/03
Property 01/31/03
Property 01/31/03
Property 01/31/03
Property 01/31/03
Liability expired 5/1/02
Umbrella expired 5/1/02
00000 Xxx Xxxxxxx Xxxxx Shopping Center Property 05/15/03
Liability 05/15/03
55892 Timberhills Shopping Center Property 01/01/03
Liability 01/01/03
Umbrella 01/01/03
00000 Xxxxxxxxx - Xxxxx, XX (Store No.4728) Self Insured
55735 Market Center at Denver Tech Center Property 11/26/02
Liability 11/26/02
Umbrella 3/19/03
BRIDGER LOANS
------------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER PROPERTY NAME INSURANCE TYPE EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------------------------
415010339 Walgreens Elk Grove Property Self Insured
Property
Property
Liability
Liability 6/26/03
325010337 Staples Lake Worth Property 6/26/03
Staples Coverage Liability 2/1/03
Liability 2/1/03
Liability 2/1/03
Liability 2/1/03
Liability 2/1/03
327010358 Walgreens Lynwood Property Self Insured
Property
Property
Liability
Liability
415010347 Xxxxxxxxxx Field, Lot 23 Property 2/12/03
Liability 2/12/03
415010348 Xxxxxxxxxx Field, Lot 24 Property 2/12/03
Liability 2/12/03
400010345 Kings Row MHC Property 7/1/03
Liability 3/20/03
Liability 3/20/03
400010293 Sierra Vista MHC Property 12/31/02
Liability 12/31/02
Liability 12/31/02
400010360 Wood Village MHC Property 10/1/02
Liability 10/1/02
400010353 CVS Office Depot, Coral Springs Liability 9/13/02
Flood Ins. 1/6/03
CVS coverage Property 7/30/03
Property 7/30/03
Property 7/30/03
Liability 1/1/03
Office Depot coverage Property 4/1/03
Property 4/1/03
Property 4/1/03
Property 4/1/03
Property 4/1/03
Liability 11/1/02
Liability 11/1/02
Liability 11/1/02
400010362 Indiandale Manor Apts. Property 12/1/02
Liability 12/1/02
400020373 Leisure Village Property 1/1/03
Liability 1/1/03
Liability 1/1/03
Liability 1/1/03
400010370 A Discount Mini Storage Property 7/14/03
Liability 7/14/03
400020385 Meadowrun Apartments Property 9/15/02
Liability 11/1/02
317020384 Creekside Apartments Property 6/30/03
Liability 6/30/03
400010350 Casitas de Santa Fe Property 1/22/03
Liability 1/22/03
Liability 1/22/03
CAP LEASE LOANS
------------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER PROPERTY NAME INSURANCE TYPE EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------------------------
4992 Sterling Jewelers - Henderson, NV Property 2/1/03
Liability 2/1/03
Umbrella
4994 Sterling Jewelers - Grand Chute, WI Liability 2/1/03
Property 2/1/03
Umbrella
5574 7-Eleven - Manchester, NH Liability 10/1/02
Property continous until
Umbrella cancelled
------------------------------------------------------------------------------------------------------------------------------------
TABLE (CONTINUED)
-----------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER INSURANCE CARRIER CURRENT S & P CURRENT AM BEST COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------
55502 Lexington Insurance AAA A++XV
Wausau A+ A+XV
55642 Hanover Insurance A+ AXI
Hanover Insurance A+ AXI
Fireman's Fund AA- AXV
52373 St. Xxxx Property & Casualty A+ AXV
St. Xxxx Property & Casualty A+ AXV
St. Xxxx Property & Casualty A+ AXV
Great American A AXII
Mt. Xxxxxx A+ A; IX
52382 Lexington Insurance AAA A++XV
Continental Casualty A- AXV
American International AAA A++XV
Mt. Xxxxxx A+ A; IX
55504 Lexington Insurance AAA A++XV
Great American A AXII
Mt. Xxxxxx A+ A; IX
52385 Lexington Insurance AAA A++XV
56075 Nationwide A+ A+XV
Nationwide A+ A+XV
56294 Fireman's Fund AA- AXV
56383 Lexington Insurance AAA A++XV
Travelers AA- A++XV
Ohio NR A+; XX
00000 Xxxxxx XX- A+XV
Factory Mutual BBB A+XIV
52999 Traveler's Ins Co. AA- A++XV
Traveler's Ins Co. AA- A++XV
56451 Discover Property A+ AXV
Discover Property A+ AXV
Fireman's Fund AA- AXV
56442 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56444 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56446 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56447 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56448 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56449 Commonwealth NR A-; XII
Royal Indemnity A+ AXV
Steadfast Insurance AA- A+XV
Steadfast Insurance AA- A+XV
56218 Underwriters at Lloyds A A-XV
Hartford Fire Insurance AA A+XV
Essex Old Republic A- A; IX
Old Republic Ins. AAA A+X
National Union Fire AAA A++XV
56455 Pacific Ins. Co. A- A+XV
American Equity Ins. A...pi A+IX
Scottsdale Insurance A+ A+XV
Fireman's Fund AA- AXV
Federal Insurance AA+ A+XV
56388 Royal Indemnity A+ AXV
Hartford Fire Insurance AA A+XV
Royal Indemnity A+ AXV
Great American A AXII
Great American A AXII
National Union AAA A++XV
54636 Fireman's Fund AA- AXV
Fireman's Fund AA- AXV
Fireman's Fund AA- AXV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
55615 Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
Chubb Group AA+ A++XV
56299 The Travelers Group AA- A++XV
Connecticut Indemnity A+ AXV
56300 Travelers AA- A++XV
Wausau A+ A+XV
Connecticut A+ AXV
Great American A AXII
52667 SELF INSURED NR NR
56169 St Xxxx Guardian A+ AXV
American & Foreign A+ A; XIV
St. Xxxx Fire & Marine A+ AXV
Valley Forge A- AXV
Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
56185 Fireman's Fund AA- AXV
Zurich AA- A+XV
Zurich AA- A+XV
55759 Lexington AAA A++XV
54702 Westchester Fire A+ A; IX
Clarendon NR NR
Great American A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
55888 Travelers Indemnity AA- A++XV
Cincinnati Insurance AA- A++XV
Cincinnati Insurance AA- A++XV
55964 Liberty Mutual A+ A+XV
Liberty Mutual A+ A+XV
Liberty Mutual A+ A+XV
Lexington Insurance AAA A++XV
00000 XX Xxxxxxxxx XXX A+XIV
Liberty Mutual A+ A+XV
American Guarantee Ins. Co. NR NR
55935 Travelers AA- A++XV
Travelers AA- A++XV
National Surety AA- AXV
56033 Transcontinental A- AXV
Transcontinental A- AXV
Continental A+ AXV
Essex Insurance A- AX
56338 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56340 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56340 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56340 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56340 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56340 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56341 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56342 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home AAA A++XV
National Union Fire AAA A++XV
56344 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56345 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56346 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56348 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56349 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56351 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56351 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56351 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56351 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56351 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56352 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56353 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56354 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56356 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56357 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56358 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
56359 Discover Property & Casualty A+ AXV
Essex Insurance A- AX
Commonwealth NR A-; XII
Great Lakes Re UK AAA A++XV
Great Lakes Re UM AAA NR
Lloyds Syndicates A A-XV
Royal Surplus A AXV
Great American Assurance A AXII
Greenwich Insurance AA A+XV
St. Xxxx Fire & Marine A+ AXV
Pacific Insurance & Marine A- AXV
American Home Assurance AAA A++XV
National Union Fire AAA A++XV
55913 National Fire Ins. AAA AXV
National Fire Ins. AAA AXV
National Fire Ins. AAA AXV
52404 Lexington Insurance AAA A++XV
55795 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55796 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55797 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55805 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55806 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55813 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55820 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55822 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55823 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55825 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55828 Various/Federal Insurance AA+ A+XV
National Surety AA- AXV
55773 St. Xxxx Fire A+ AXV
St. Xxxx Fire A+ AXV
St. Xxxx Fire A+ AXV
53402 Factory Mutual BBB A+XIV
Royal Insurance A+ AXV
Liberty Mutual A+ A+XV Umbrella is a Layered policy, three
companies split the 79 million in
coverage
Ohio Casualty NR A+; XI
Great American A AXII
52485 Greenwich Insurance AA A+XV Umbrella is not required, we
(servicing) have enough coverage
w/Liability
Greenwich Insurance AA A+XV
53652 Assurance Co. of America AA A+XV Servicing Working with Agent for
Renewal
Assurance Co. of America AA A+XV
53687 Zurich American Insurance AA- A+XV
Zurich American Insurance AA- A+XV
Zurich American Insurance AA- A+XV
54168 Grange Mutual BBB A; IX
55857 Lexington Insurance AAA A++XV
Westchester Fire A+ A; IX
USF&G NR AXV
American Home Assurance AAA A++XV
55987 Lloyds of London A A-XV
U.S. Fire Insurance BBB A-X
Continental Casualty A- AXV
American Mfr Mutual A A-XIV
National Union AAA A++XV
56141 Lexington Insurance AAA A++XV
Westchester Fire A+ A; IX
USF&G NR AXV
American Home Assurance AAA A++XV
Evanston Insurance Co. AX
56161 EMC Insurance NR A-IX
EMC Insurance NR A-IX
EMC Insurance NR A-IX
54993 Fireman's Fund AA- AXV
Fireman's Fund AA- AXV
Fireman's Fund AA- AXV
56007 American Home Assurance AAA A++XV
55403 Allied Insurance A+ AXIII
Allied Insurance A+ AXIII
Fireman's Fund AA- AXV
55993 American Family NR NR
American Family NR NR
52828 Royal Indemnity A+ AXV
Xxxx & Xxxxxxx BBB A-X
American Equity Ins. A...pi A+IX
Great American A AXII
53416 Greater New York A A+; VIII
Greater New York A A+; VIII
Chubb AA+ A++XV
54243 Greater New York A A+; VIII
Greater New York A A+; XXXX
Xxxxxxxx Xxxx XX- XXX
00000 Same as Roll-Up
55314 Same as Roll-Up
55314 Same as Roll-Up
55314 National Indemnity AAA A++XV
Federal Insurance AA+ A+XV
National Union Fire AAA A++XV
55502 Lexington Insurance AAA A++XV
U.S. Fire Insurance BBB A-X
American International AAA A++XV
55502 Lexington Insurance AAA A++XV
U.S. Fire Insurance BBB A-X
American International AAA A++XV
55502 Lexington Insurance AAA A++XV
U.S. Fire Insurance BBB A-X
American International AAA A++XV
55647 Affiliated FM Insurance BBB A+XIV
RLI Insurance A+ AIX
National Union Fire AAA A++XV
56207 Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
Fireman's Fund AA- AXV
55650 Xxxx & Xxxxxxx BBB A-X
Allianz AA+ A++; XV
C N A A- A
Scottsdale Insurance A+ A+XV
American International AAA A++XV
56089 Xxxx & Xxxxxxx BBB A-X
Allianz AA+ A++; XV
C N A A- A
Scottsdale Insurance A+ A+XV
American International AAA A++XV
56136 Firemans Fund AA- AXV
Fireman's Fund AA- AXV
Firemans Fund AA- AXV
55407 Truck Insurance Exchange A A+uXV
Truck Insurance Exchange A A+uXV
Truck Insurance Exchange A A+uXV
55989 Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
Federal Insurance AA+ A+XV
56134 Xxxx & Xxxxxxx BBB A-X
Allianz AA+ A++; XV
C N A A- A
Scottsdale Insurance A+ A+XV
American International AAA A++XV
56019 Great Northern Insurance AA+ A++XV
Great Northern Insurance AA+ A++XV
Federal Insurance AA+ A+XV
55990 Cincinnati Insurance Co. AA- A++XV
Cincinnati Insurance Co. AA- A++XV
55128 St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
55413 St. Xxxx Fire & Marine A+ AXV
Illinois Union Insurance Co A+ AXIII
St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
Federal Insurance AA+ A+XV
55921 Chubb AA+ A++XV
Fireman's Fund AA- AXV
Great American A AXII
56076 Nationwide A+ A+XV
Nationwide A+ A+XV
National Union AAA A++XV
55925 Travelers Ind. Co. AA- A++XV
Travelers Ind. Co. AA- A++XV
Xxxxxxxxx Xxx. Xx. XX- XxxXX
00000 Travelers Ind. Co. AA- A++XV
Travelers Ind. Co. AA- A++XV
Travelers Ind. Co. AA- A++XV
54938 St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
55410 State Farm AA+ A++XV
State Farm AA+ A++XV
State Farm AA+ A++XV
State Farm AA+ A++XV
55846 American Employers NR AXV
American Employers NR AXV
54973 Employers Insurance A+ A+XV
Travelers Indemnity IL. AA- A++XV
Lexington Insurance AAA A++XV
Travelers Indemnity AA- A++XV
Gulf Insurance AA- A+IX
54555 Onebeacon NR AXV
Onebeacon NR AXV
Onebeacon NR AXV
55419 Farmers Insurance A A+uXV
Farmers Insurance A A+uXV
55744 Zurich U.S. Small Business AA- A+XV
Zurich U.S. Small Business AA- A+XV
Zurich U.S. Small Business AA- A+XV
54472 Travelers Indemnity AA- A++XV
Cincinnati Insurance Co. AA- A++XV
Cincinnati Insurance Co. AA- A++XV
55988 Travelers AA- A++XV
Travelers AA- A++XV
Cincinnati Insurance Co. AA- A++XV
55924 St. Xxxx Fire & Marine A+ AXV
St. Xxxx Fire & Marine A+ AXV
54644 Golden Eagle Insurance Corp. A+ A+XV
Golden Eagle Insurance Corp. A+ A+XV
Golden Eagle Insurance Corp. A+ A+XV
54829 Hartford Casualty Ins. Co AA A+XV
Essex Insurance A- AX
55745 Liberty Mutual A+ A+XV
Zurich American Insurance AA- A+XV
American Guarantee Ins. Co. NR NR
56213 Valley Forge A- AXV
Valley Forge A- AXV
National Union AAA A++XV
55660 USF NR A-; V
USF NR A-; V
54837 American Fire & Casualty Co. BBB A-XI
American Fire & Casualty Co. BBB A-XI
American Fire & Casualty Co. BBB A-XI
55669 Lloyds of London A A-XV
Royal Insurance A+ AXV
Travelers AA- A++XV
55737 Affiliated FM Insurance BBB A+XIV
American Home AAA A++XV
National Union AAA A++XV
55863 Factory Mutual BBB A+XIV
Zurich/American AA- A+XV
Federal Insurance AA+ A+XV
52887 National Union Fire AAA A++XV Umbrella is not required we
(servicing) have enough coverage
w/Liability
USF&G NR AXV
55517 St. Xxxx Fire & Marine A+ AXV
St. Xxxx Guardian A+ AXV
St. Xxxx Guardian A+ AXV
55580 St. Xxxx Fire & Marine A+ AXV
St. Xxxx Guardian A+ AXV
St. Xxxx Guardian A+ AXV
53233 Assurance Co. of America AA A+XV Working w/agent for renewal
Assurance Co. of America AA A+XV Fourth Street, the borrower doesn't
have to carry an umbrella policy
because the liability policy has
enough coverage based upon the
principal balance of the loan and the
type of loan
54583 SELF INSURED NR NR
54856 SELF INSURED NR NR
54908 Fireman's Fund AA- AXV Working w/agent for renewal
Fireman's Fund AA- AXV
55001 SELF INSURED NR NR
55064 Cincinnati Insurance Co. AA- A++XV
Cincinnati Insurance Co. AA- A++XV
54585 Mid-Century Ins. A A+; XV
Mid-Century Ins. A A+; XV
55113 Travelers Indemnity Co. AA- A++XV
Travelers Indemnity Co. AA- A++XV
Xxxxxxxxx Xxxxxxxxx Xx. XX- XxxXX
00000 Lloyd's 25M A A-XV
Lexington 21MM AAA A++XV
Westport 10MM AIX
XL Insurance 10MM A+XV
Commonwealth 9MM NR A-; XII
Servicing has call in to Borrower Working w/borrower to get renewal
Servicing has call in to Borrower
53594 Fireman's Fund AA- AXV
Fireman's Fund AA- AXV
55892 Affiliated FM Insurance BBB A+XIV
RLI Insurance A+ AIX
National Union Fire Ins Co. Pittsburg AAA A++XV
56008 SELF INSURED NR NR
55735 Travelers AA- A++XV
Travelers AA- A++XV
Federal Insurance AA+ A+XV
TABLE (CONTINUED)
BRIDGER LOANS
---------------------------------------------------------------------------------------------------------------
LOAN NUMBER INSURANCE CARRIER RATING PROVIDER RATING
---------------------------------------------------------------------------------------------------------------
415010339 Lloyds of London AM Best A- XV
United States Fire Insurance Co. AM Best A- X
Continental Casualty Insurance Co AM Best A XV
American Manufacturers Mutual Ins. Co. AM Best A- XIV
Zurich American Insurance/Investors Insurance Company AM Best A++ XV
325010337 Assurance Company of America AM Best A+ XV
American Home Assurance Company AM Best A++ XV
Federal Insurance Company AM Best A++ XV
National Union Fire Insurance Co. AM Best A++ XV
Insurance Company of PA AM Best
Illinois National Insurance Co. AM Best A++ XV
327010358 Lloyds of London AM Best A- XV
United States Fire Insurance Co. AM Best A- X
Continental Casualty Insurance Co AM Best A XV
American Manufacturers Mutual Ins. Co. AM Best A- XIV
National Union Fire Insurance Co. AM Best A++ XV
415010347 Sumitomo Marine & Fire Insurance Co. AM Best A+ XV
Sumitomo Marine & Fire Insurance Co. AM Best A+ XV
415010348 Sumitomo Marine & Fire Insurance Co. AM Best A+ XV
Federal Insurance Company AM Best A++ XV
400010345 C/L Continental Western Insurance Co. AM Best A IX
Scottsdale Insurance Company AM Best A+ XV
American Guarantee & Liability AM Best A+ XV
400010293 Valley Forge Insurance Company AM Best A XV
Valley Forge Insurance Company AM Best A XV
National Union Fire Insurance Co. AM Best A++ XV
400010360 Cincinnati Insurance AM Best A++ XV
Cincinnati Insurance AM Best A++ XV
400010353 Cincinnati Insurance AM Best A++ XV
Travelers Insurance Co. AM Best A++ XV
Lexington Insurance Company AM Best A++ XV
Xxxx and Xxxxxx Insurance Company AM Best A- X
Everest Reinsurance Bermuda Ltd. AM Best A+ XIV
United States Fidelity & Guaranty Standard & Poors A+
Lexington Insurance Company AM Best A++ XV
Continental Casualty Insurance Co AM Best A XV
Westport Casualty Co. AM Best A IX
Lloyds of London AM Best A- XV
American Alternatives Ins. Corp AM Best A++ XV
United States Fidelity & Guaranty Standard & Poors A+
National Union Fire Insurance Co. AM Best A++ XV
Fidelity & Guaranty Insurance Co. AM Best A IX
400010362 Cincinnati Insurance AM Best A++ XV
Cincinnati Insurance AM Best A++ XV
400020373 Employee Mutual Companies AM Best A- IX
Employee Mutual Companies AM Best A- IX
Cincinnati Insurance AM Best A++ XV
Michigan Insurance Company AM Best A+ VIII
400010370 Safeco Insurance Company AM Best A XV
Safeco Insurance Company AM Best A XV
400020385 Royal Indemnity Company AM Best A XV
Scottsdale Insurance Company AM Best A+ XV
317020384 Nationwide Insurance Company AM Best A+ XV
Nationwide Insurance Company AM Best A+ XV
400010350 American Modern Home AM Best A+ VIII
Fireman's Fund AM Best A XV
American Modern Home AM Best A+ VIII
---------------------------------------------------------------------------------------------------------------
TABLE (CONTINUED)
CAP LEASE LOANS
-----------------------------------------------------------------------------------------------------------------------------------
INSURANCE CARRIER RATING PROVIDER RATING COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------
4992 Firemans Fund Insurance Co of Ohio Standard & Poors/Moodys/AM Best AA-/Aa3/A++15
Firemans Fund Insurance Co of Ohio Standard & Poors/Moodys/AM Best AA-/Aa3/A++15
N/A
4994 Firemans Fund Insurance Co of Ohio Standard & Poors/Moodys/AM Best AA-/Aa3/A++15
Firemans Fund Insurance Co of Ohio Standard & Poors/Moodys/AM Best AA-/Aa3/A++15
N/A
5574 American Motorists Insurance Co. Standard & Poors/Moodys/AM Best X/X0/X00
Xxxxxxxxx Insurance Company Standard & Poors/Moodys/AM Best AAA/NR/A++
N/A
-----------------------------------------------------------------------------------------------------------------------------------
REPRESENTATION 14
INSURANCE
------------------------------------------------------------------------------------------------------------------------------------
Loan ID Property Name Rank Property Type Cut off Balance Terrorism Coverage
------------------------------------------------------------------------------------------------------------------------------------
00000 Xxxxxx Xxxxxx Corners 1 Retail 1,036,378 No
54993 Braintree Executive Plaza 1 Office 15,856,581 No
54908 Boulder Crossing Shopping Center 1 Retail 13,994,941 No
00000 Xxxxx Xxxxxxxx Xxxxxxxx Shopping Center 1 Retail 7,235,972 No
53652 Palm Bay Corners Shopping Center 1 Retail 1,982,756 No
56455 Somerset Apartments 1 Multifamily 20,575,016 No
00000 Xxxxxxxxx Xxxxx 1 Retail 16,514,264 No
54243 Fairhaven Commons 1 Retail 14,670,411 No
55745 Massillon Village Center 1 Retail 11,753,756 No
54973 Crossroads Building Three 1 Office 11,012,838 No
55615 Aspen Properties Portfolio - Summary 1.5 Industrial 9,631,617 No
56351 METRA Pool 1 - Summary 1.5 Multifamily 9,338,289 No
56340 METRA Pool 2 - Summary 1.5 Multifamily 9,063,546 No
56089 American Spectrum-CGS-Sierra Sorrento II 1 Industrial 8,607,654 No
56342 METRA - Wood Hollow (Regency Falls) Apartments 1 Multifamily 8,138,513 No
55128 Lake Elsinore City Center 1 Retail 7,933,673 No
56383 Parkway Commerce Center 1 Industrial 6,985,938 No
55989 2175 East Park Drive 1 Industrial 4,963,070 No
56357 METRA - Fairway View Estates Apartments 1 Multifamily 4,692,241 No
56349 METRA - Meridian Apartments 1 Multifamily 4,549,423 No
56341 METRA - Park Avenue Villas Apartments 1 Multifamily 4,388,414 No
55744 Cleveland Street Properties 1 Industrial 4,312,727 No
55650 American Spectrum-CGS-Oak Grove Commons 1 Industrial 4,303,810 No
56352 METRA - Treehouse Apartments-SA 1 Multifamily 3,791,186 No
55735 Market Center at Denver Tech Center 1 Office 3,668,771 No
56338 METRA - Westwood Apartments 1 Multifamily 3,374,337 No
56359 METRA - Sunchase Apartments 1 Multifamily 3,272,392 No
327010358 Walgreens Lynnwood 1 Retail 3,219,671 No
56353 METRA - Harper's Ferry Apartments 1 Multifamily 3,113,732 No
56354 METRA - Fountain Lake Apartments 1 Multifamily 3,032,949 No
56348 METRA - Enclave Apartments 1 Multifamily 2,913,227 No
56345 METRA - Brighton Court Apartments 1 Multifamily 2,873,320 No
56346 METRA - Delmar Villas Apartments 1 Multifamily 2,753,598 No
56358 METRA - Quail Oaks Apartments 1 Multifamily 2,629,335 No
56134 American Spectrum-CGS-Park Plaza I & II 1 Industrial 2,344,972 No
56356 METRA - Willow Creek Apartments 1 Multifamily 2,194,897 No
56344 METRA - Arbor Pointe Apartments 1 Multifamily 1,882,455 No
56388 Champions Park Apartments 1 Multifamily 10,576,922 Waived
52828 The Landings Apartments 1 Multifamily 8,350,000 Waived
56007 The Market Shops at Sandestin 1 Retail 8,955,142 Waived/ (Servicing is
following up to see
if it was waived only
for the first year)
56136 South Park Industrial Center 1 Industrial 5,727,664 Yes (Servicing follow-up)
------------------------------------------------------------------------------------------------------------------------------------
REPRESENTATION 17
Local Law Compliance.
Loan No. Exception
-------- ---------
55660 - 136, 144, and 170 Allen The storage shed located on the
Boulevard Mortgaged Property which is an
impermissible, nonconforming use.
REPRESENTATION 18
Leasehold Estate Only.
Loan No. Exception
-------- ---------
56108 - Deluxe Video Warehouse The Ground Lease expires upon the
expiration of certain bonds on which
the Ground Lease is based. Based on
conversations with closing counsel,
the bonds expire in the ninth (9th)
year of the loan term, or the bonds
may be prepaid prior to that date, in
which case the Ground Lease will
expire on the date of such prepayment.
At the time of expiration, the
Borrower is required to purchase the
fee interest in the property for one
hundred dollars pursuant to a purchase
option contained in the Ground Lease.
REPRESENTATION 22
Legal Proceedings.
Loan No. Exception
-------- ---------
55967 - Concord Commons Shopping Center The documents make reference to a
pending lawsuit (the "Pending
Lawsuit") by D.M. White Construction
Company, Inc., as plaintiff, against
Centerpoint Plaza Limited Partnership,
Borrower, Tricor, Inc. and Marc Hagle,
as defendants, in the United States
District Court, Western District of
North Carolina, Charlotte Division,
under Civil Action No. 3:00CV387-McK
in the amount of approximately
$500,000.00. A recourse carve-out was
added to the Promissory Note in
connection with any loss suffered due
to the Pending Litigation.
REPRESENTATION 23
Other Mortgage Liens.
Loan No. Exception
-------- ---------
56007 - Market Shoppes at Sandestin The Borrower is indebted under a
$1,700,000.00 loan ("Subordinate
Loan") to Intrawest Sandestin Company,
L.L.C. ("Subordinate Lender"), which
Subordinate Loan is secured by a
second mortgage encumbering the
Mortgage Loan collateral. An
Intercreditor and Subordination
Agreement, which provides for a full
standstill upon an event of default
under the loan agreement, was entered
into between the originator and
Subordinate Lender on the Mortgage
Loan closing date and such agreement
has been assigned to the Trust.
REPRESENTATION 42
Fee Simple or Leasehold Interests.
Loan No. Exception
-------- ---------
54856 - Walgreen's Belair Road The Loan is secured by an Indemnity
Deed of Trust ("Indemnity DOT"). In an
Indemnity DOT structure, the Borrower
is not the owner of the collateral. A
separate entity or person owns the
collateral and enters into the Deed of
Trust and the Deed of Trust is
security for a guaranty given by the
property owner to the Lender,
guaranteeing the promissory note. In
the case of the referenced loan, the
interest of the owning entity, and the
interest mortgaged by the Indemnity
DOT, is fee simple.
REPRESENTATION 42
Fee Simple or Leasehold Interests.
The Seller interest of the related Borrower in the Mortgaged Property securing
each Mortgage Loan includes the following leasehold estates.
54973 Crossroads Building Three
55987 Walgreens - Myrtle Beach, SC
56108 Deluxe Video Warehouse
415010348 Gillespie Field 24
415010347 Gillespie Field 23
49. Credit Tenant Leases.
49(b)
Loan No. Exception
-------- ---------
4994 - Sterling Jewelers The Mortgagor shall clean-up any
environmental hazards on the related
Mortgaged Property required to be
remediated pursuant to any applicable
environmental laws, whether currently
existing on such Mortgaged Property or
resulting from an action of any third
party.
4992 - Sterling Jewelers The Mortgagor shall clean-up any
environmental hazards on the related
Mortgaged Property required to be
remediated pursuant to any applicable
environmental laws, whether currently
existing on such Mortgaged Property or
resulting from an action of any third
party.
49(c)
Loan No. Exception
-------- ---------
5574 - 7-Eleven Manchester Mortgagor shall, at its sole cost and
expense, remove any hazardous
materials which were located on the
leased property as of the Credit Lease
date.
49(d)
4994 -Sterling Jewelers Tenant may terminate the Credit Lease
if, through no fault of Tenant,
Tenant's occupancy of the leased
property shall be substantially
impaired for a period in excess of
three (3) months by reason of the
existence or remediation of hazardous
materials on the leased property.
Mortgagor may nullify Tenant's
decision to terminate the Lease by
diligently prosecuting the
rectification of such interference and
completing the same within one (1)
year of Tenant's termination notice.
4992-Sterling Jewelers, Henderson, NV Tenant may terminate the Credit Lease
if, through no fault of Tenant,
Tenant's occupancy of the leased
property shall be substantially
impaired for a period in excess of
three (3) months by reason of the
existence or remediation of hazardous
materials on the leased property.
Mortgagor may nullify Tenant's
decision to terminate the Lease by
diligently prosecuting the
rectification of such interference and
completing the same within one (1)
year of Tenant's termination notice.
49(g)
Loan No. Exception
-------- ---------
5574 - 7 Eleven Manchester Tenant shall indemnify Mortgagor for
any claims arising from any damage or
injury caused by Tenant's use of the
leased property, unless such claim
results from conditions which existed
on the leased property prior to the
commencement of the Credit Lease term.
49(m)
Loan No. Exception
-------- ---------
5574 - 7-Eleven Manchester A material modification or amendment
of any Credit Tenant Lease shall be
binding upon the related Mortgagee
without such Mortgagee's prior written
consent to such material modification
or amendment, provided, however, that
any material modification or amendment
entered into without the consent of
the related Mortgagee shall result in
full recourse liability to the
Mortgagor and recourse liability to
the principal of the related Mortgagor
to the extent of damages incurred by
the Mortgagee as a result of such
modification or amendment.
49(r)
Loan No. Exception
-------- ---------
5574 - 7-Eleven Manchester The estoppel is silent as to the
payment of rent in advance.
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
BRIDGER/BACM 2002-2
REPRESENTATION 12 - ENVIRONMENTAL CONDITIONS
--------------------------------------------
With respect to each of the following Mortgage Loans, environmental
insurance was obtained in lieu of an environmental site assessment, an
environmental site assessment update or a transaction screen:
400010360 Wood Village MHC
400010370 A Discount Mini Storage
400010362 Indiandale Manor Apartments
SCHEDULE IIA REPRESENTATION 12
------------------------------
Environmental insurance was required with respect to each of the following
Mortgage Loans:
400010353 CVS-Office Depot, Coral Springs
400010360 Wood Village MHC
400010370 A Discount Mini Storage
400010362 Indiandale Manor Apartments
REPRESENTATION 14 - INSURANCE
-----------------------------
400010293 Sierra Vista MHC - 9 months business interruption insurance
rather than 12 months
A portion of the Mortgaged Property securing Mortgage Loan Kings Row
MHC/Loan Number 400010345 is located in a special flood hazard area identified
as Zone "AE". No flood insurance has been obtained due to the following: (i) the
Mortgaged Property is a manufactured housing community and seller has been
advised that each of the respective manufactured homes are located three feet
above the ground and above the base flood elevation, (ii) Seller has been
advised that all permanent structures at the Mortgaged Property are located
outside the flood plain and (iii) notwithstanding the occurrence of a flood,
each manufactured home owner is required to pay its respective rent to the
Borrower provided the pad is not flooded and is accessible.
REPRESENTATION 32 - NO MATERIAL DEFAULT
---------------------------------------
With respect to each of the following mortgage loans, funds remain in a
reserve account held by the respective servicer to pay for deferred maintenance
identified at the respective property and as of this date, some or all of the
work remains to be completed:
--------------------------------------------------------------------------------
LOAN NO. LOAN NAME BALANCE HELD DATE TO BE COMPLETED
--------------------------------------------------------------------------------
317020384 Creekside Apartments $33,750.00 July 19, 2002
400010345 King's Row $12,375.00 May 1, 2002
400010353 CVS Office Depot, Coral Springs $12,313.00 July 1, 2002
400010362 Indiandale Manor Apartments $83,763.37 July 1, 2002
400010370 A Discount Mini-Storage $12,000.00 August 1, 2002
--------------------------------------------------------------------------------
