EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of November 1, 1997 (the
"Agreement"), between First Union National Bank (the "Seller") and First Union
Commercial Mortgage Securities, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase certain
multifamily and commercial mortgage loans (the "First Union Mortgage Loans") as
provided herein. The Purchaser intends to deposit them, together with the LBHI
Mortgage Loans (as defined below), into a trust fund (the "Trust Fund"), the
beneficial ownership of which will be evidenced by multiple classes (each, a
"Class") of mortgage pass-through certificates (the "Certificates"). One or more
"real estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Trust Fund will be created and the Certificates
will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 1997 (the "Cut-off Date"), among
the Purchaser as depositor, First Union National Bank as master servicer (in
such capacity, the "Master Servicer"), CRIIMI MAE Services Limited Partnership
as special servicer (in such capacity, the "Special Servicer"), LASALLE NATIONAL
BANK as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent (the
"Fiscal Agent"). Concurrently with the purchase of Mortgage Loans pursuant to
this Agreement, the Purchaser will also purchase multifamily and commercial
mortgage loans pursuant to a Mortgage Loan Purchase Agreement, dated as of
November 1, 1997, between ▇▇▇▇▇▇ Brothers Holdings Inc. ("LBHI") and the
Purchaser (the "LBHI Agreement"). Such mortgage loans (the "LBHI Mortgage
Loans") will likewise be deposited into the Trust Fund. Capitalized terms used
but not defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase, the
First Union Mortgage Loans identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be
amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant
to the terms hereof. The First Union Mortgage Loans will have an aggregate
principal balance of $1,105,685,135.31 (the "First Union Balance") as of the
close of business on the Cut-off Date, after giving effect to any payments due
on or before such date whether or not received. The First Union Balance and the
LBHI
Balance (as defined in the LBHI Agreement) together equal an aggregate principal
balance (the "Initial Pool Balance") of $2,203,502,325. The purchase and sale of
the First Union Mortgage Loans shall take place on November 25, 1997 or such
other date as shall be mutually acceptable to the parties hereto (the "Closing
Date"). The consideration for the First Union Mortgage Loans shall consist of
(A) a cash amount equal to 100% of the First Union Balance, plus (B) interest
accrued on each First Union Mortgage Loan at the related Net Mortgage Rate, for
the period from and including the Cut-off Date up to but not including the
Closing Date, which cash amount shall be paid to the Seller or its designee by
wire transfer in immediately available funds on the Closing Date.
The Purchaser will assign to the Trustee, all of its right, title and
interest in and to the First Union Mortgage Loans.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the First
Union Mortgage Loans identified on the Mortgage Loan Schedule as of such date
other than the primary servicing rights. The Mortgage Loan Schedule, as it may
be amended, shall conform to the requirements set forth in this Agreement and
the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the First Union Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date but collected after the Cut-off
Date, and recoveries of principal and interest collected on or before the
Cut-off Date (only in respect of principal and interest on the First Union
Mortgage Loans due on or before the Cut-off Date), shall belong to, and be
promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has, on behalf of the
Purchaser, delivered to the Trustee, the documents and instruments specified
below with respect to each First Union Mortgage Loan (each a "Mortgage File").
All Mortgage Files so delivered will be held by the Trustee in escrow at all
times prior to the Closing Date. Each Mortgage File shall, except as otherwise
disclosed on Exhibit B hereto, contain the following documents:
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(i) the original executed Mortgage Note, endorsed (without recourse,
representation or warranty, express or implied) to the order of
LASALLE NATIONAL BANK, as trustee for the registered holders of
the First Union-▇▇▇▇▇▇ Brothers Commercial Mortgage Trust II,
Commercial, Mortgage Pass-Through Certificates, Series 1997-C2;
(ii) an original or copy of the Mortgage and of any intervening
assignments thereof, in each case with evidence of recording
indicated thereon;
(iii) an original or copy of any related Assignment of Leases and of
any intervening assignments thereof (with recording information
indicated thereon), if such item is a document separate from the
Mortgage;
(iv) an original executed assignment of the Mortgage, any related
Assignment of Leases (if such item is a document separate from
the Mortgage), and any other recorded document relating to the
Mortgage Loan otherwise included in the Mortgage File, in favor
of LASALLE NATIONAL BANK, as trustee for the registered holders
of the First Union-▇▇▇▇▇▇ Brothers Commercial Mortgage Trust II,
Commercial Mortgage Pass-Through Certificates, Series 1997-C2, in
recordable form;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan in favor of LASALLE NATIONAL BANK, as trustee
for the registered holders of the First Union-▇▇▇▇▇▇ Brothers
Commercial Mortgage Trust II, Commercial Mortgage Pass-Through
Certificates, Series 1997-C2;
(vi) originals or copies of any written modification agreements in
those instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified;
(vii) the original or a copy of the policy or certificate of lender's
title insurance issued on the date of the origination of such
Mortgage Loan, or, if such policy has not been issued, an
irrevocable, binding commitment to issue such title insurance
policy; and
(viii) filed copies (with evidence of filing) of any prior UCC
Financing Statements in favor of the originator of such Mortgage
Loan or in favor of
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any assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing
Statement in favor of the Seller on record with the applicable
public office for UCC Financing Statements, an original UCC-2 or
UCC-3, as appropriate, in favor of LASALLE NATIONAL BANK, as
trustee for the registered holders of the First Union-▇▇▇▇▇▇
Brothers Commercial Mortgage Trust II, Commercial Mortgage
Pass-Through Certificates, Series 1997-C2.
(d) Within 30 days following the Closing Date, the Purchaser shall submit
or cause to be submitted for recordation or filing, as the case may be, in the
appropriate public office for real property records or Uniform Commercial Code
financing statements, as appropriate, each assignment of Mortgage and each
assignment of Assignment of Leases referred to in clauses (iv) and (v) of
subsection (c) above and each UCC-2 and UCC-3 in favor of and delivered to the
Trustee constituting part of the Mortgage File. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Purchaser or its designee.
(e) All documents and records relating to the First Union Mortgage Loans
and in the Seller's possession (the "Additional Mortgage Loan Documents") that
are not required to be delivered to the Trustee shall be delivered or caused to
be delivered by the Seller to the Master Servicer or at the direction of the
Master Servicer to the appropriate sub-servicer, together with any related
escrow amounts and reserve amounts.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with the
Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association validly existing
under the laws of the United States of America and possesses all requisite
authority, power, licenses, permits and franchises to carry on its business
as currently conducted by it and to execute, deliver and comply with its
obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
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obligation of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights in general, as they may be applied in the
context of the insolvency of a national banking association, and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law), or by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
which purport to provide indemnification from liabilities under applicable
securities laws.
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or By-Laws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law
or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement.
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement and no bulk sale law applies to such transactions.
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(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement.
(viii) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
First Union Mortgage Loans to the Purchaser as a sale of the First Union
Mortgage Loans to the Purchaser in exchange for consideration consisting of
(A) a cash amount equal to 100% of the First Union Balance, plus (B)
interest accrued on each First Union Mortgage Loan at the related Net
Mortgage Rate, for the period from and including the Cut-off Date up to but
not including the Closing Date. The consideration received by the Seller
upon the sale of the First Union Mortgage Loans to the Purchaser will
constitute reasonably equivalent value and fair consideration for the First
Union Mortgage Loans. The Seller will be solvent at all relevant times
prior to, and will not be rendered insolvent by, the sale of the First
Union Mortgage Loans to the Purchaser. The Seller is not selling the First
Union Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller.
(b) The Seller hereby makes the representations and warranties contained in
Schedule I hereto for the benefit of the Purchaser and the Trustee for the
benefit of the Certificateholders as of the Closing Date, with respect to (and
solely with respect to) each First Union Mortgage Loan. References in such
representations and warranties to "Mortgage Loan" and "Mortgage Loans" shall be
deemed to mean "First Union Mortgage Loan" and "First Union Mortgage Loans,"
respectively.
(c) If the Seller receives notice of a Document Defect or a Breach relating
to a First Union Mortgage Loan (the "Defect/Breach Notice"), then the Seller
shall within 90 days after its receipt of the Defect/Breach Notice (or in the
case of a Document Defect or a Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of the REMIC Provisions, not later that
90 days of any party discovering such Document Defect or Breach) (i) cure such
Document Defect or Breach, as the case may be, in all material respects, which
shall include payment of any Additional Trust Fund Expenses associated
therewith, or (ii) repurchase the affected First Union Mortgage Loan (or the
related Mortgaged Property) from the Trustee pursuant to the Pooling and
Servicing Agreement, at a price equal to the Purchase Price; provided, however,
that if such Document Defect or Breach is capable of being cured but not within
such 90-day period, such Document Defect would not prevent the Mortgage Loan
from being treated as a "qualified mortgage" within the meaning of the REMIC
Provisions and the Seller has commenced
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and is diligently proceeding with the cure of such Document Defect or Breach
within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, in the event of a failure to so cure, to complete such
repurchase); and provided, further, that with respect to such additional 90-day
period the Seller shall have delivered an Officer's Certificate to the Trustee
setting forth the reason such Document Defect or Breach is not capable of being
cured within the initial 90-day period and what actions the Seller is pursuing
in connection with the cure thereof and stating that the Seller anticipates that
such breach will be cured within the additional 90-day period. Notwithstanding
the foregoing, the delivery of a commitment to issue a policy of lender's title
insurance as described in clause (xii) of Schedule I hereof in lieu of the
delivery of the actual policy of lender's title insurance shall not be
considered a Document Defect with respect to any Mortgage File if such actual
policy of insurance is delivered to the Trustee or a Custodian on its behalf not
later than the 90th day following the Closing Date.
(d) If upon the second anniversary of the Closing Date the Seller receives
notice that exceptions remain outstanding with respect to any Mortgage Loan,
pursuant to Section 2.02(b) of the Pooling and Servicing Agreement, the Seller
shall, within 90 days of such anniversary: (i) cure such exception, (ii)
repurchase the affected Mortgage Loan, or (iii) deliver to the Trustee an
Opinion of Counsel to the effect that such defect does not materially and
adversely affect the Certificateholders.
SECTION 4. Representations and Warranties of the Purchaser. In order to induce
the Seller to enter into this Agreement, the Purchaser hereby represents and
warrants for the benefit of the Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of North Carolina. The Purchaser has
the full corporate power and authority and legal right to acquire the First
Union Mortgage Loans from the Seller and to transfer the First Union Mortgage
Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
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(c) Except as may be required under federal or state securities laws (and
which will be obtained on a timely basis), no consent, approval, authorization
or order of, registration or filing with, or notice to, any governmental
authority or court, is required, under federal or state law, for the execution,
delivery and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(d) None of the acquisition of the First Union Mortgage Loans by the
Purchaser, the transfer of the First Union Mortgage Loans to the Trustee, and
the execution, delivery or performance of this Agreement by the Purchaser,
conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (A) any term or provision of the
Purchaser's Articles of Incorporation or Bylaws, (B) any term or provision of
any material agreement, contract, instrument or indenture, to which the
Purchaser is a party or by which the Purchaser is bound, or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the First Union Mortgage Loans by the Seller to the
Purchaser as a sale of the First Union Mortgage Loans to the Purchaser in
exchange for consideration consisting of (A) a cash amount equal to 100% of the
First Union Balance, plus (B) interest accrued on each First Union Mortgage Loan
at the related Net Mortgage Rate, for the period from and including the Cut-off
Date up to but not including the Closing Date.
SECTION 5. Closing. The closing of the sale of the First Union Mortgage Loans
(the "Closing") shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, One
Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.,
New York time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4
of this Agreement shall be true and correct in all material respects as of
the Closing Date; provided, however, that any material inaccuracy in any
representation and warranty set forth in or made pursuant to Section 3(b)
shall not affect the Purchaser's obligation to purchase the Mortgage Loans
not affected by such inaccuracy;
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(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to
the Purchaser in its reasonable discretion, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all
documents represented to have been or required to be delivered to the
Trustee and the Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with
in all material respects and the Seller 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
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
First Union Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A Certificate of the Seller, executed by a duly authorized officer of
the Seller and dated the Closing Date, and upon which the Purchaser and the
Underwriters may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects at and as of the Closing Date with the same effect as if made on such
date; and (ii) the Seller has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part that are required under
this Agreement to be performed or satisfied at or prior to the date hereof;
(c) An Officer's Certificate from an officer of the Seller, in his or her
individual capacity, dated the Closing Date, and upon which the Purchaser may
rely, to the effect that each individual who, as an officer or representative of
the Seller, signed this Agreement or any other document or certificate delivered
on or before the Closing Date in connection with the transactions contemplated
herein, was at the respective times of such signing and delivery, and is as of
the Closing Date, duly elected or appointed, qualified and acting as such
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officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures;
(d) An Officer's Certificate from an officer of the Seller, in his or her
individual capacity, dated the Closing Date, and upon which the Purchaser and
the Underwriters may rely, to the effect that (i) such officer has carefully
examined the Prospectus and nothing has come to his attention that would lead
him to believe that the Prospectus, as of the date of the Prospectus Supplement
or as of the Closing Date, included or includes any untrue statement of a
material fact relating to the First Union Mortgage Loans or omitted or omits to
state therein a material fact necessary in order to make the statements therein
relating to the First Union Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (ii) such officer has examined the
Memorandum and nothing has come to his attention that would lead him to believe
that the Memorandum, as of the date thereof or as of the Closing Date, included
or includes any untrue statement of a material fact relating to the First Union
Mortgage Loans or omitted or omits to state therein a material fact necessary in
order to make the statements therein related to the First Union Mortgage Loans,
in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite loan committee authorizing the
Seller's entering into the transactions contemplated by this Agreement, the
articles of association and by-laws of the Seller, and a certificate of good
standing of the Seller issued by the Office of the Comptroller of the Currency
of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, counsel for the Seller, in
form and substance acceptable to the Purchaser and its counsel, with any
modifications required by the rating agencies identified in the Prospectus
Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the
Purchaser, the Underwriters and each of the Rating Agencies, together with such
other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser may
reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, their respective officers and directors, and each person, if any,
who controls the Purchaser or any Underwriter within the meaning of either
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section
20 of the Securities Exchange Act of 1934, as amended (the "1934
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Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the 1933 Act, the
1934 Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (i) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in (A) the Prospectus
Supplement, the Memorandum, the Diskette or, insofar as they are required to be
filed as part of the Registration Statement pursuant to the No-Action Letters,
any Computational Materials or ABS Term Sheets with respect to the Registered
Certificates, or in any revision or amendment of or supplement to any of the
foregoing or (B) any items similar to Computational Materials and ABS Term
Sheets forwarded to prospective investors in the Non-Registered Certificates, or
(ii) arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; but only if and to the extent that (I) any such untrue
statement or alleged untrue statement or omission or alleged omission arises out
of or is based upon an untrue statement or omission with respect to the First
Union Mortgage Loans, the related Mortgagors and/or the related Mortgaged
Properties contained in the Master Tape (it being herein acknowledged that the
Master Tape was used to prepare the Prospectus Supplement including without
limitation Annex A thereto, the Memorandum, the Diskette, the Computational
Materials and ABS Term Sheets with respect to the Registered Certificates and
any items similar to Computational Materials and ABS Term Sheets forwarded to
prospective investors in the Non-Registered Certificates), (II) any such untrue
statement or alleged untrue statement or omission or alleged omission is with
respect to, or arises out of or is based upon an untrue statement or omission
with respect to, the information regarding the First Union Mortgage Loans, the
related Mortgagors, the related Mortgaged Properties and/or the Seller set forth
(X) in the Prospectus Supplement and the Memorandum under the headings "Summary
of the Prospectus Supplement--The Mortgage Pool" or "Summary of the
Memorandum--The Mortgage Pool", as applicable, "Risk Factors--The Mortgage
Loans" and "Description of the Mortgage Pool" and (Y) on Annex A to the
Prospectus Supplement and, to the extent consistent therewith, on the Diskette,
or (III) any such untrue statement or alleged untrue statement or omission or
alleged omission arises out of or is based upon a breach of the representations
and warranties of the Seller set forth in or made pursuant to Section 3;
provided that the indemnification provided by this Section 7 shall not apply to
the extent that such untrue statement or omission was made as a result of an
error in the manipulation of, or in any calculations based upon, or in any
aggregation of the information regarding the First Union Mortgage Loans, the
related Mortgagors and/or the related Mortgaged Properties set forth in the
Master Tape and Annex A to the Prospectus Supplement, including without
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limitation the aggregation of such information with comparable information
relating to the LBHI Mortgage Loans in the Trust Fund. This indemnity agreement
will be in addition to any liability which the Seller may otherwise have.
For purposes of this Agreement, "Registration Statement" shall mean the
registration statement No. 333-07854 filed by the Purchaser on Form S-3,
including without limitation exhibits thereto and information incorporated
therein by reference; "Prospectus" shall mean the prospectus dated October 29,
1997, as supplemented by the prospectus supplement dated November 19, 1997 (the
"Prospectus Supplement"), relating to the Registered Certificates, including all
annexes thereto; "Memorandum" shall mean the private placement memorandum dated
November 25, 1997, relating to the Non-Registered Certificates; "Registered
Certificates" shall mean the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D, Class E and Class IO Certificates; "Non-Registered Certificates" shall
mean the Certificates other than the Registered Certificates; "Computational
Materials" shall have the meaning assigned thereto in the no-action letter dated
May 20, 1994 issued by the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation
I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation
and the no-action letter dated May 27, 1994 issued by the Division of
Corporation Finance of the Commission to the Public Securities Association
(together, the "▇▇▇▇▇▇ Letters"); "ABS Term Sheets shall have the meaning
assigned thereto in the no-action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (the "PSA Letter" and, together with the ▇▇▇▇▇▇ letters, the
"No-Action Letters"); "Diskette" shall mean the diskette attached to each of the
Prospectus and the Memorandum; and "Master Tape" shall mean the compilation of
information and data regarding the LBHI Mortgage Loans and the First Union
Mortgage Loans covered by the Agreed Upon Procedures Letter dated November 19,
1997 and rendered by Deloitte & Touche LLP (a "hard copy" of which Master Tape
was initiated on behalf of the Seller and the Purchaser).
(b) Promptly after receipt by any person entitled to indemnification under
this Section 7 (an "indemnified party") of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the Seller (the "indemnifying party") under this Section 7, notify the
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability that it
may have to any indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
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notice from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Purchaser, representing all the
indemnified parties under Section 7(a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall only be in respect of the counsel referred to in such
clause (i) or (iii).
(c) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under Section 7(a) hereof or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(d) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(c) were determined by pro rata
allocation or by any other
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method of allocation that does not take account of the considerations referred
to in Section 7(c) above. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to in this
Section 7 shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim, except
where the indemnified party is required to bear such expenses pursuant to this
Section 7, which expenses the indemnifying party shall pay as and when incurred,
at the request of the indemnified party, to the extent that the indemnifying
party will be ultimately obligated to pay such expenses. If any expenses so paid
by the indemnifying party are subsequently determined to not be required to be
borne by the indemnifying party hereunder, the party that received such payment
shall promptly refund the amount so paid to the party which made such payment.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by the Purchaser, the
Underwriters, any of their respective directors or officers, or any person
controlling the Purchaser or the Underwriters, and (iii) acceptance of and
payment for any of the Certificates.
(f) Without limiting the generality or applicability of any other provision
of this Agreement, the Underwriters shall be third-party beneficiaries of the
provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the Purchaser to the
extent that the Purchaser has paid) the Seller's pro rata portion of the
aggregate of the following amounts (the Seller's pro rata portion to be
determined according to the percentage that the First Union Balance represents
of the Initial Pool Balance): (i) the costs and expenses of printing (or
otherwise reproducing) and delivering a preliminary and final Prospectus and
Memorandum relating to the Certificates; (ii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iii) the filing
fee charged by the Securities and Exchange Commission for registration of the
Certificates so registered; (iv) the fees charged by the Rating Agencies to rate
the Certificates so rated; (v) the expense of recording any assignment of
Mortgage or assignment of Assignment of Leases as contemplated by Section 2
hereof; and (vi) the cost of obtaining a "comfort letter" from a firm of
certified public accountants selected by the Purchaser and the Seller with
respect to numerical information in respect of the First Union Mortgage Loans
included in the Prospectus and Memorandum. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
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SECTION 9. Grant of a Security Interest. It is the express intent of the parties
hereto that the conveyance of the First Union Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the First Union Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the First Union Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller. However, if, notwithstanding
the aforementioned intent of the parties, the First Union Mortgage Loans are
held to be property of the Seller, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the First Union Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller, and (b) (i) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (ii) the conveyance provided for in Section 2 hereof shall be
deemed to be a grant by the Seller to the Purchaser of a security interest in
all of the Seller's right, title and interest in and to the First Union Mortgage
Loans, and all amounts payable to the holder of the First Union Mortgage Loans
in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Certificate Account, the
Distribution Account or, if established, the REO Account (each as defined in the
Pooling and Servicing Agreement) whether in the form of cash, instruments,
securities or other property; (iii) the assignment to the Trustee of the
interest of the Purchaser as contemplated by Section 1 hereof shall be deemed to
be an assignment of any security interest created hereunder; (iv) the possession
by the Trustee or any of its agents, including, without limitation, the
Custodian, of the Mortgage Notes, and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and
(v) notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the secured
party for the purpose of perfecting such security interest under applicable law.
The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the First Union 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.
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SECTION 10. Notices. All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the First Union Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision, representation,
warranty or covenant of this Agreement that is prohibited or which is held to be
void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this Agreement that is
prohibited or unenforceable or is held to be void or unenforceable in any
particular jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS
AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
16
SECTION 15. Further Assurances. The Seller and the Purchaser agree to execute
and deliver such instruments and take such further actions as the other party
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the Seller
under this Agreement shall not be assigned by the Seller without the prior
written consent of the Purchaser, except that any person into which the Seller
may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, as may be required to effect
the purposes of the Pooling and Servicing Agreement, and the assignee shall, to
the extent of such assignment, succeed to the rights and obligations hereunder
of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of and be enforceable by the Seller, the Purchaser, the
Underwriters (as intended third party beneficiaries hereof) and their permitted
successors and assigns, and the officers, directors and controlling persons
referred to in Section 7.
SECTION 17. Amendments. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party, or third party beneficiary, against whom such
waiver or modification is sought to be enforced.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.
SELLER
------
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Address for Notices:
One First Union Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
PURCHASER
---------
FIRST UNION COMMERCIAL
MORTGAGE SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title Senior Vice President
Address for Notices:
One First Union Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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SCHEDULE I
(i) The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-Off Date;
(ii) If such Mortgage Loan was originated by the Seller or an affiliate
thereof, then, as of the date of its origination, such Mortgage Loan complied in
all material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan; and, if
such Mortgage Loan was not originated by the Seller or an affiliate thereof,
then, to the best of the Seller's knowledge after having performed the type of
due diligence customarily performed by prudent institutional commercial and
multifamily mortgage lenders, as of the date of its origination, such Mortgage
Loan complied in all material respects with, or was exempt from, all
requirements of federal, state or local law relating to the origination of such
Mortgage Loan;
(iii) The Seller owns the Mortgage Loan, has good and marketable title
thereto, has full right and authority to sell, assign and transfer the Mortgage
Loan and is transferring the Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such Mortgage
Loan, and no provision of the Mortgage Note, Mortgage or other loan document
relating to such Mortgage Loan prohibits or restricts the Seller's right to
assign or transfer such Mortgage Loan;
(iv) The proceeds of such Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder;
(v) Each of the related Mortgage Note, Mortgage(s), Assignment of Leases,
if any, and other agreements executed in connection therewith is the legal,
valid and binding obligation of the maker thereof (subject to any non-recourse
provisions therein and any state anti-deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and a legal opinion to such effect was obtained by the originator of
such Mortgage Loan at the time of origination;
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(vi) As of the date of its origination, there was no valid offset, defense,
counterclaim or right to rescission with respect to any of the related Mortgage
Note, Mortgage(s) or other agreements executed in connection therewith, and, as
of the Cut-off Date, to the best knowledge of the Seller, there is no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements;
(vii) The assignment of the related Mortgage and assignment of leases to
the Trustee constitutes the legal, valid, binding and enforceable assignment of
such Mortgage in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law);
(viii) Except with respect to the Mortgage Loans listed in Exhibit C
hereto, each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property, which Mortgaged Property is free and clear of all
encumbrances and liens having priority over or on a parity with the first lien
of such Mortgage, except for (a) liens for real estate taxes and special
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date of
recording of such Mortgage, such exceptions appearing of record being
customarily acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal of such Mortgaged Property made in
connection with the origination of such Mortgage Loan, and (c) other matters to
which like properties are commonly subject and which do not, individually or in
the aggregate, materially interfere with the benefits of the security intended
to be provided by such Mortgage or materially affect the value or marketability
of such Mortgaged Property, and such encumbrances do not materially interfere
with the current use or operation of the related Mortgaged Property or the
ability of the related Mortgagor to timely pay in full the principal and
interest on the related Mortgage Note; there exists with respect to such
Mortgaged Property an assignment of leases and rents provision, whether as part
of the related Mortgage or as a separate document or instrument, which
establishes and creates a first priority security interest in and to leases and
rents arising in respect of the related Mortgaged Property, subject only to
encumbrances described in subsections (a), (b) and (c) of this subparagraph
(viii);
(ix) The Seller has filed and/or recorded in all appropriate public filing
and recording offices all UCC-1 financing statements necessary to create and
perfect a
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security interest in and lien on the items of personal property described
therein (or, if not filed and/or recorded, has submitted such UCC-1 financing
statements for filing and/or recording and such UCC-1 financing statements are
in form and substance acceptable for filing and/or recording), to the extent
perfection may be effected pursuant to applicable law by recording or filing;
(x) All taxes and governmental assessments that prior to the Cut-off Date
became due and owing in respect of, and affect, each related Mortgaged Property
have been paid, or an escrow of funds in an amount sufficient to cover such
payments has been established;
(xi) As of the date of its origination, there was no proceeding pending for
the total or partial condemnation of each related Mortgaged Property that
materially affects the value thereof, and such Mortgaged Property was free of
material damage; and, as of the Cut-off Date, the Seller has not received any
notice of the commencement of any proceeding for the total or partial
condemnation of any related Mortgaged Property that materially affects the value
thereof, and such Mortgaged Property is free of material damage;
(xii) Each related Mortgaged Property is covered by an ALTA (or its
equivalent) lender's title insurance policy insuring that each related Mortgage
is a valid first lien on such Mortgaged Property in the original principal
amount of the Mortgage Loan after all advances of principal, or there is a
binding commitment from a title insurer qualified and licensed in the applicable
jurisdiction, as required, to issue such policy; such title insurance policy, if
issued, is in full force and effect, is freely assignable and will inure solely
to the benefit of the Trustee as mortgagee of record, or any such commitment is
a legal, valid and binding obligation of such insurer; no claims have been made
under such title insurance policy, if issued; and to the best knowledge of the
Seller, no prior mortgagee has done, by act or omission, anything which would
materially impair the coverage of any such title insurance policy;
(xiii) As of the date of its origination, all insurance required under each
related Mortgage, which insurance covered such risks as were customarily
acceptable to prudent commercial and multifamily mortgage lending institutions
lending on the security of property comparable to the related Mortgaged Property
in the jurisdiction in which such Mortgaged Property is located, and with
respect to a fire and extended perils insurance policy, was in an amount
(subject to a customary deductible) at least equal to 100% of the full insurable
replacement cost of the improvements located on such Mortgaged Property, was in
full
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force and effect with respect to each related Mortgaged Property; and, as of the
Cut-off Date, to the best knowledge of the Seller, all insurance required under
each Mortgage, which insurance covers such risks and is in such amounts as are
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, is in full force and effect with respect to each related Mortgaged
Property; and no notice of termination or cancellation with respect to any such
insurance policy has been received by the Seller; except for certain amounts not
greater than amounts which would be considered prudent by an institutional
commercial mortgage lender with respect to a similar mortgage loan and which are
set forth in the related Mortgage, any insurance proceeds in respect of a
casualty loss or taking, will be applied either to the repair or restoration of
all or part of the related Mortgaged Property or the reduction of the
outstanding principal balance of the Mortgage Loan;
(xiv) Other than payments due but not yet 30 days or more delinquent, (A)
there is no material default, breach, violation or event of acceleration, and
there is no other material default, breach, violation or event of acceleration,
existing under the related Mortgage Note or each related Mortgage, and (B) to
the best of the Seller's knowledge, after due inquiry, there is no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a material default, breach, violation or event of
acceleration under any of the documents referred to in clause (A), and, to the
knowledge of the Seller, there is no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would constitute any
other material default, breach, violation or event of acceleration under any of
the documents referred to in clause (A); the Seller has not waived any material
default, breach, violation or event of acceleration under any of the documents
referred to in clause (A), and the Seller has not waived any other material
default, breach, violation or event of acceleration under such documents; and
under the terms of each Mortgage Loan, each related Mortgage Note, each related
Mortgage and the other loan documents in the related Mortgage File, no person or
party other than the mortgagee may declare an event of default or accelerate the
related indebtedness under such Mortgage Loan, Mortgage Note or Mortgage;
(xv) As of the Cut-off 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 Scheduled Payment;
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(xvi) Except with respect to the Mortgage Loans listed in Exhibit D hereto
which accrue interest on the basis of the actual number of days elapsed over a
360 day year, the Mortgage Loan accrues interest (payable monthly in arrears) at
a fixed rate of interest (except with respect to ARD Loans, with respect to
which the rate at which interest accrues thereon increases after the Anticipated
Repayment Date, except with respect to the Mortgage Loans listed in Exhibit E
hereto and except in connection with the occurrence of a default and the accrual
of default interest) on the basis of a 360-day year consisting of twelve 30-day
months;
(xvii) Each related Mortgage does not provide for or permit, without the
prior written consent of the holder of the Mortgage Note, each related Mortgaged
Property to secure any other promissory note or obligation, except as expressly
described in such Mortgage and other than another Mortgage Loan in the Trust
Fund;
(xviii) Such Mortgage Loan is or constitutes part of a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code. Accordingly, either as of
the date of origination or the Closing Date, the fair market value of the real
property securing the Mortgage Loan was not less than 80% of the "adjusted issue
price" (within the meaning of the REMIC Provisions) of such Mortgage Loan. For
purposes of the preceding sentence, the fair market value of the real property
securing the Mortgage Loan was first reduced by the amount of any lien on such
real property that is senior to the lien that secures such Mortgage Loan, and
was further reduced by a proportionate amount of any lien that is on a parity
with the lien that secures such Mortgage Loan;
(xix) Prepayment Premiums and Yield Maintenance Charges payable with
respect to the Mortgage Loan, if any, constitute "customary prepayment
penalties" within the meaning of Treasury Regulation Section 1.860G-1(b)(2);
(xx) One or more environmental site assessments were performed by an
environmental consulting firm independent of the Seller and the Seller's
affiliates with respect to each related Mortgaged Property during the 18-month
period preceding the Cut-off Date, and the Seller, having made no independent
inquiry other than to review the report(s) prepared in connection with the
assessment(s) referenced herein, has no knowledge of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property that
was not disclosed in such report(s);
(xxi) The related Mortgage Note, Mortgage(s) and Assignment of Leases, if
any, contain customary and
I-5
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the related Mortgaged Property or
properties of the benefits of the security, including realization by judicial
or, if applicable, non-judicial foreclosure, subject to applicable
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time, in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);
(xxii) To the best of the Seller's knowledge, after due inquiry, the
related Mortgagor is not a debtor in any bankruptcy, reorganization, insolvency
or comparable proceeding;
(xxiii) Such Mortgage Loan is secured by either a mortgage on a fee simple
interest or a leasehold estate in a commercial property or multifamily property
owned by the related Mortgagor, including all of the related Mortgagor's
interest in all improvements on the related Mortgaged Property;
(xxiv) Except with respect to the Mortgage Loans listed in Exhibit F
hereto, which are ARD Loans, such Mortgage Loan does not provide for negative
amortization;
(xxv) Such Mortgage Loan is a whole loan, contains no equity participation
by the lender or shared appreciation feature and does not provide for any
contingent or additional interest in the form of participation in the cash flow
of the related Mortgaged Property;
(xxvi) The related Mortgage contains provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
prior written consent of the mortgagee, each related Mortgaged Property or any
interest therein, is directly or indirectly encumbered in connection with
subordinate financing; provided, however, the Mortgage Loans listed in Exhibit G
hereto, are encumbered by subordinated debt;
(xxvii) Except with respect to (W) transfers of certain non-controlling
interests in the Mortgagors as specified in the related Mortgage, (X) the
Mortgage Loans listed in Exhibit H hereto, which permit one or more transfers of
the related Mortgaged Property to a person that satisfies certain criteria
(including criteria related to bankruptcy remoteness and property management
experience) specified in the related Mortgage, (Y) the Mortgage Loans listed in
Exhibit I hereto, which permit a one-time transfer of the Mortgaged Property,
subject to payment of an assumption fee and certain other conditions, and (Z)
the Mortgage Loans listed in Exhibit J hereto, which permit two
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or more separate transfers of the related Mortgaged Property, subject to payment
of an assumption fee and certain other conditions, the related Mortgage contains
either (A) provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if each related Mortgaged Property, or
any interest therein, is directly or indirectly transferred or sold without the
prior written consent of the mortgagee, or (B) provisions for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan if each
related Mortgaged Property, or any interest therein, is directly or indirectly
transferred or sold without the related Mortgagor having satisfied certain
conditions specified in the related Mortgage with respect to permitted
transfers;
(xxviii) The Mortgage Loan, together with any other Mortgage Loan made to
the same Mortgagor or to an affiliate of such Mortgagor, does not represent more
than 5% of the aggregate Initial Pool Balance;
(xxix) Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage;
(xxx) Each related Mortgaged Property was inspected by or on behalf of the
related originator during the 12 month period prior to the related origination
date;
(xxxi) Except for the Mortgage Loans listed in Exhibit K hereto, the terms
of the related Mortgage Note or Mortgage do not provide for the release of any
material portion of the related Mortgaged Property from the lien of such
Mortgage without payment in full of the Mortgage Loan;
(xxxii) The related Mortgagor has covenanted in the Mortgage Loan documents
to maintain the related Mortgaged Property in compliance with all applicable
laws, zoning ordinances, rules, covenants and restrictions affecting the
construction, occupancy, use and operation of such Mortgaged Property, and the
related originator performed the type of due diligence in connection with the
origination of such Mortgage Loan customarily performed by prudent institutional
commercial and multifamily mortgage lenders with respect to the foregoing
matters; the Seller has received no notice of any material violation of any
applicable laws, zoning ordinances, rules, covenants or restrictions affecting
the construction, occupancy, use or operation of such Mortgaged Property; to the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of such Mortgage Loan), as of the date of such
origination, no improvement that was
I-7
included for the purpose of determining the appraised value of the related
Mortgaged Property at the time of origination of such Mortgage Loan lay outside
the boundaries and building restriction lines of such property to an extent
which would have a material adverse affect on the related Mortgagor's use and
operation of such Mortgaged Property (unless affirmatively covered by the title
insurance referred to in paragraph (xii) above), and no improvements on
adjoining properties encroached upon such Mortgaged Property to any material
extent;
(xxxiii) Except with respect to Credit Lease Loans, the related Mortgagor
has covenanted in the Mortgage Loan documents to deliver each year to the
mortgagee an operating statement of each related Mortgaged Property covering the
twelve-month period identified therein;
(xxxiv) With respect to at leas 95% of the Mortgage Loans, the related
Mortgagor has covenanted in its organizational documents and/or the Mortgage
Loan documents to own no significant asset other than the related Mortgaged
Property or Mortgaged Properties, as applicable, and assets incidental to its
ownership and operation of such Mortgaged Property;
(xxxv) With respect to any Mortgage Loan that is secured in whole or in
material part by the interest of a Mortgagor as a lessee under a Ground Lease
but not by the related fee interest:
(A) Such Ground Lease or a memorandum thereof has been or will be duly
recorded (other than the Ground Lease related to the Mortgage Loan listed
in Exhibit L hereto) and such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage or, if consent
of the lessor thereunder is required, it has been obtained prior to the
Closing Date;
(B) Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to the Trustee without the consent of the lessor thereunder (or,
if any such consent is required, it has been obtained prior to the Closing
Date) and, in the event that it is so assigned, is further assignable by
the Trustee and its successors without a need to obtain the consent of such
lessor; provided, that the lessor's consent to a subsequent sale is
required under the Ground Lease related to the Mortgage Loans listed in
Exhibit M hereto;
(C) Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the Mortgagee thereunder
and that any such action
I-8
without such consent is not binding on such Mortgagee, its successors or
assigns;
(D) Unless otherwise set forth in the Ground Lease, the Ground Lease
does not permit any increase in the amount of rent payable by the ground
lessee thereunder during the term of the Mortgage Loan;
(E) Such Ground Lease was in full force and effect as of the date of
origination of the related Mortgage Loan, and to the actual knowledge of
the Seller, at the Closing Date, such Ground Lease is in full force and
effect and other than payments due but not yet 30 days or more delinquent,
(1) there is no material default, and (2) there is no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a material default under such Ground Lease;
(F) Such Ground Lease or an estoppel or consent letter received by the
Mortgagee from the lessor, requires the lessor thereunder to give notice of
any default by the lessee to the Mortgagee; and such Ground Lease, or an
estoppel or consent letter received by the Mortgagee from the lessor,
further provides that no notice of termination given under such Ground
Lease is effective against the Mortgagee unless a copy has been delivered
to the Mortgagee in the manner described in such Ground Lease, estoppel or
consent letter;
(G) The ground lessee's interest in the Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related ground lessor's related fee
interest and any exceptions stated in the related title insurance policy or
opinion of title, which exceptions do not and will not materially and
adversely interfere with (1) the ability of the related Mortgagor timely to
pay in full the principal and interest on the related Mortgage Note, (2)
the use of such Mortgaged Property for the use currently being made
thereof, or (3) the value of the Mortgaged Property;
(H) A Mortgagee is permitted a reasonable opportunity to cure any
curable default under such Ground Lease before the lessor thereunder may
terminate such Ground Lease;
(I) Such Ground Lease has an original term (including any extension
options set forth therein) that extends not less than 10 years beyond the
Stated Maturity Date of the related Mortgage Loan;
(J) Except with respect to the Ground Lease related to each of the
Mortgage Loans listed in Exhibit N hereto, under the terms of such Ground
Lease, any estoppel
I-9
or consent letter received by the Mortgagee from the lessor, and the
related Mortgage, taken together, any related insurance proceeds or
condemnation proceeds will be applied either 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, or to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(K) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender;
(L) Except with respect to Mortgage Loans listed on Exhibit O hereto,
the ground lessor under such Ground Lease is required to enter into a new
lease upon termination of the Ground Lease for any reason, including the
rejection of the Ground Lease in bankruptcy, and for any reason, upon the
request of the lender; and
(M) The terms of the related Ground Lease have not been waived,
modified, altered, satisfied, impaired, canceled, subordinated or rescinded
in any manner which materially interferes with the security intended to be
provided by such Mortgage.
(xxxvi) With respect to any Mortgage Loan that is secured in whole or in
part by a Mortgage Property which is operated as a residential health care
facility (a "Facility");
(A) All governmental licenses, permits, regulatory agreements or other
approvals or agreements necessary or desirable for the use and operation of
each Facility as intended are held by the related Mortgagor or the operator
of the Facility, and are in full force and effect, including, without
limitation, a valid certificate of need ("CON") or similar certificate,
license, or approval issued by the applicable department of health for the
requisite number of beds, and approved provider status in any approved
provider payment program (collectively, the "Licenses").
(B) The Licenses (1) may not be, and have not been, transferred to any
location other than the Facility; (2) have not been pledged as collateral
security for any other loan or indebtedness; and (3) are held free from
restrictions or known conflicts which would materially impair the use or
operation of the Facility as intended, and are not provisional,
probationary or restricted in any way.
I-10
(C) As of the Cut-off Date and to Seller's knowledge, without inquiry,
as of the Cut-off Date, the Facility has not received a "Level A" (or
equivalent) violation which has not been cured to the satisfaction of the
applicable governmental agency, and no statement of charges or deficiencies
has been made or penalty enforcement action has been undertaken against the
Facility, its operator or the Mortgagor or against any officer, director or
stockholder of such operator or the Mortgagor by any governmental agency
during the last three calendar years, and there have been no violations
over the past three years which have threatened the Facility's, the
operator's or the Mortgagor's certification for participation in Medicare
or Medicaid or the other third-party payors' programs.
(xxxvii) No advance of funds has been made, directly or indirectly, by the
Seller to the Mortgagor other than pursuant to the Mortgage Note and no funds
have been received from any person other than such Mortgagor for or on account
of payments due on the Mortgage Note;
(xxxviii) To the Seller's actual knowledge, there are no pending actions,
suits or proceedings by or before any court or governmental authority against or
affecting the related Mortgagor or the related Mortgaged Property that, if
determined adversely to such Mortgagor or Mortgaged Property, would materially
and adversely affect the value of the Mortgaged Property or the ability of the
Mortgagor to pay principal, interest or any other amounts due under such
Mortgage Loan;
(xxxix) Such Mortgage Loan complied with all applicable usury laws in
effect at its date of origination;
(xl) To the extent required under applicable law as of the Closing Date,
the originator of such Mortgage Loan was authorized to do business in the
jurisdiction in which the related Mortgaged Property is located at all times
when it held the Mortgage Loan to the extent necessary to ensure the
enforceability of such Mortgage Loan;
(xli) If the related Mortgage is a deed of trust, a trustee, duly qualified
under applicable law to serve as such, is properly designated and serving under
such Mortgage;
(xlii) The related Mortgage Note is not secured by any collateral that
secures a mortgage loan that is not in the Trust Fund (except with respect to
the Mortgage Loans listed in Exhibit G hereto), and each Mortgage Loan that is
cross-collateralized is cross-collateralized only with other Mortgage Loans sold
pursuant to this Agreement;
I-11
(xliii) The related Mortgaged Property is not located in a flood hazard
area as defined by the Federal Insurance Administration or is covered by flood
hazard insurance;
(xliv) Except with respect to the Mortgage Loans listed on Exhibit P
hereto, one or more engineering assessments were performed by an engineering
consulting firm independent of the Seller and the Seller's affiliates with
respect to each related Mortgaged Property during the 18-month period preceding
the Cut-off Date, and the Seller, having made no independent inquiry other than
to review the report(s) prepared in connection with the assessment(s) referenced
herein, has no knowledge of any material and adverse engineering condition or
circumstance affecting such Mortgaged Property that was not disclosed in such
report(s);
(xlv) All escrow deposits and payments relating to the Mortgage Loan are
under control of the Seller or the servicer of such Mortgage Loan and all
amounts required as of the date hereof under the Mortgage Loan Documents to be
deposited by the related Mortgagor have been deposited;
(xlvi) The related Mortgagor has represented to the Seller that as of the
date of origination of the Mortgage Loan, such Mortgagor, the related lessee,
franchisor or operator was in possession of all licenses, permits and
authorizations then required for use of the related Mortgaged Property, which
were valid and in full force and effect; and
(xlvii) The origination, servicing and collection practices used by the
Seller or any prior holder of the Mortgage Note have been in all respects legal,
proper and prudent and have met customary industry standards.
(xlviii) With respect to any Mortgage Loan that is a Credit Lease Loan;
(A) Except with respect to the Mortgage Loans listed in Exhibit Q
hereto, the lease payments due under the related Credit Lease, are equal to
or greater than the payments due with respect to the related Mortgage Loan;
(B) Except with respect to Credit Lease Loans as indicated in Exhibit
R hereto, the Mortgagor does not have monetary obligations under the
related Credit Lease, and every 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;
I-12
(C) Except with respect to Credit Lease Loans listed in Exhibit S
hereto (with a specific reference to the column under the caption
"[Description of Mitigant]"), the Mortgagor does not have any nonmonetary
obligations under the related Credit Lease, except for the delivery of
possession of the leased property;
(D) Except with respect to the Credit Lease Loans listed in Exhibit T
hereto (with a specific reference to the column under the caption
"Termination (T), or Offset/Abatement (O)"), the Mortgagor has not made any
representation or warranty in the related Credit Lease, a breach of which
would result in the termination of, or an offset or abatement with respect
to, such Credit Lease;
(E) Except with respect to the Credit Lease Loans listed in Exhibit U
hereto (with a specific reference to the column under the caption "Lease
Out"), 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 default
by the related Mortgagor under the Credit Lease;
(F) In the event the related Tenant assigns or sublets the related
leased property, such Tenant (and if applicable, the related guarantor)
remains obligated under the related Credit Lease;
(G) Except with respect to the Credit Lease Loans listed in Exhibit V
hereto, each property related to a Credit Lease Loan is a separate tax lot;
(H) Except with respect to the Credit Lease Loans listed in Exhibit W
hereto, 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, 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;
(I) Except with respect to the Mortgage Loans listed in Exhibit X
hereto, 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-13
(J) Except with respect to the Mortgage Loans listed in Exhibit Y
hereto, in connection with Credit Lease Loans with respect to which a lease
guarantee exists, the related guarantor guarantees the payment due under
the related Credit Lease and such guarantee, on its face, contains no
conditions to such payment;
(K) With respect to Credit Lease Loans that have the benefit of
residual value insurance policies and lease enhancement policies, each such
policy has been obtained, and with respect to the Credit Leases other than
bond-type leases, the required premiums have been paid; and
(L) The list of lease guarantors, if any, attached as Exhibit Z
hereto, is accurate in all material respects.
(xlix) With respect to Mortgage Loans secured in whole or in part by the
interest of the related mortgagor under a Ground Lease and by the related fee
interest, such fee interest is subject, and subordinated of record, to the
related Mortgage, and such Mortgage does not by its terms provide that it will
be subordinated to the lien of any other mortgage or other lien upon such fee
interest.
I-14
EXHIBIT A
MORTGAGE LOAN SCHEDULE
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
2 253 Plainview Shopping Center South Oyster Bay Road & Woodbury Road Plainview
3 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Centreville
6 2 Fountainhead Apartments ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
7 282 ▇▇▇▇▇ Portfolio #1 Various Various
8 ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
9 4 Town Square Wheaton ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇ 2300 So. Congress St. Delray Beach
16 7 Hartford Fire - Farmington ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
17 272 Campus Club ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Gainesville
21 8 The Hamptons ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
24 10 Olive Tree ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
25 11 Saddleback Apts. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
26 281 ▇▇▇▇▇ Portfolio #2 Various Various
27 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
28 12 Eatoncrest ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
30 13 375 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 375 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Akron
31 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
34 15 ▇▇▇▇▇▇▇ Crossings Shopping Center SW Corner of SR 60 & I75 ▇▇▇▇▇▇▇
36 17 Renaissance Parc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
39 18 NorthPark Executive Suites Hotel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
42 19 K Mart - San Antonio ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇. San Antonio
47 20 Garden Ridge - Kennesaw 2875 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway Marietta City Limits(Kennesaw
49 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sanibel Island
50 23 Garden Ridge - Norcross ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Norcross
51 24 Willow Bend Town Centre 22928-23048 S. R. 54 ▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
57 ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Road Saginaw
60 275 ▇▇▇▇▇▇▇ Centre III 358 - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
2 NY 38,206,000 38,206,000 7.4700 11/1/12 30/360
3 VA 35,250,000 35,250,000 7.6250 11/1/07 30/360
6 MA 29,200,000 29,121,268 8.5500 5/1/07 Act/360
7 MO 29,000,000 29,000,000 7.9600 11/1/12 Act/360
8 MI 29,000,000 28,887,122 8.2500 5/1/07 30/360
9 IL 28,850,000 28,773,665 8.1200 7/1/12 30/360
11 FL 24,146,602 24,140,144 8.4100 6/1/17 30/360
16 CT 20,142,693 20,078,226 7.0650 8/1/12 30/360
17 FL 20,000,000 20,000,000 7.4500 11/1/07 Act/360
21 NV 18,700,000 18,665,259 8.2900 7/1/07 Act/360
24 AZ 17,360,000 17,360,000 8.1400 7/1/07 30/360
25 AZ 17,342,000 17,342,000 8.1400 7/1/07 30/360
26 TX 16,965,000 16,965,000 7.9200 11/1/12 Act/360
27 NY 16,560,000 16,560,000 7.4700 11/1/12 30/360
28 NJ 16,500,000 16,491,481 7.6000 10/1/27 Act/360
30 OH 16,300,000 16,276,911 8.2500 10/1/17 Act/360
31 MA 14,900,000 14,859,825 8.5500 5/1/07 Act/360
34 FL 13,500,000 13,482,188 8.1000 9/1/07 30/360
36 TX 12,520,000 12,497,380 8.3750 7/1/07 Act/360
39 TX 12,250,000 12,250,000 7.6700 11/1/07 Act/360
42 TX 11,704,599 11,673,663 8.8400 2/1/19 30/360
47 GA 9,763,565 9,763,390 10.1250 7/1/19 30/360
49 FL 9,675,000 9,667,450 8.2500 10/1/07 Act/360
50 GA 9,460,142 9,459,973 10.1250 7/1/19 30/360
51 FL 9,400,000 9,387,597 8.1000 9/1/07 30/360
52 NJ 9,400,000 9,382,540 8.4500 8/1/12 Act/360
57 MI 8,900,000 8,900,000 7.6500 9/1/04 30/360
60 VA 8,500,000 8,500,000 7.5000 11/1/07 30/360
Page 1 of 7
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
63 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chatsworth
64 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Expressway Killeen
66 30 One Price Distribution Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
67 31 Quail Lakes Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Stockton
68 ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Denver
72 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ I ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
73 36 Walmart - ▇▇▇▇▇ 1812 Blowing Rock ▇▇▇▇▇
75 37 Concordia Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
78 38 Willowick ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
82 39 ▇▇▇▇▇ Inn - St. Louis Airport 10490 Natural Bridge Road ▇▇▇▇▇▇▇▇▇
83 43 Farmington ▇▇▇▇ ▇▇▇ ▇▇▇▇ Katy
86 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
85 42 The Crossings Shopping Center 2260-2336 Lebanon Pike Nashville
87 48 Falls Village ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
88 45 Holiday Inn - Catalina Centre ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Beach
90 40 ▇▇▇▇▇ ▇▇▇▇▇ Hotel ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
92 50 DFW Air Cargo Complex 2963,2967, & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
94 51 ▇▇▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
95 49 Circuit City - Poughkeepsie ▇▇▇ ▇▇▇▇▇ ▇▇. Poughkeepsie
98 53 Atrium Executive Plaza ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Plantation
99 54 Gardens Park Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
100 55 Plaza Healthcare ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
101 56 Leisure Living Properties - 3 Assets Various Portage, Fremont, Lowell
102 57 Victoria Village shopping center 1401 - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ventura
103 58 Terraces @ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
106 59 Clarington ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
107 47 Tallahasse Residence Inn ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Tallahasee
109 61 Bellevue Valley Plaza 7401 - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
112 62 Forest Brook Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
115 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Shopping Center ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
117 66 Bally Total Fitness - Bloomington ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Bloomington
118 277 Hampton Inn - Daytona ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Daytona
122 67 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ City
123 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
124 71 ▇▇▇▇▇▇▇▇▇'▇, Inc. - ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
63 CA 8,500,000 8,491,163 8.0700 10/1/07 30/360
64 TX 8,400,000 8,400,000 8.1400 7/1/07 30/360
66 SC 8,125,000 8,082,804 9.1250 7/1/17 Act/360
67 CA 8,000,000 7,991,880 8.3750 9/1/07 Act/360
68 CO 8,000,000 7,986,834 8.6500 7/1/07 Act/360
72 MD 7,425,000 7,408,285 7.6800 8/1/07 Act/360
73 NC 7,458,022 7,341,749 7.3125 11/1/16 30/360
75 NJ 7,200,000 7,170,968 8.6900 6/1/07 Act/360
78 AZ 7,100,000 7,088,580 7.9375 8/1/07 Act/360
82 MO 7,000,000 7,000,000 7.9600 11/1/12 Act/360
83 TX 7,000,000 7,000,000 7.5000 11/1/07 30/360
86 AZ 7,000,000 7,000,000 7.5000 9/1/07 30/360
85 TN 7,000,000 6,989,789 8.0000 9/1/07 Act/360
87 MD 6,900,000 6,900,000 7.5000 11/1/07 30/360
88 FL 6,746,000 6,729,457 8.5000 8/1/07 Act/360
89 VA 6,725,000 6,725,000 7.7500 11/1/07 Act/360
90 NY 6,700,000 6,700,000 9.0000 11/1/12 Act/360
92 TX 6,551,000 6,528,304 9.3750 6/1/22 Act/360
94 NJ 6,500,000 6,473,791 8.6900 6/1/07 Act/360
95 NY 6,589,015 6,428,181 8.1875 6/1/18 30/360
98 FL 6,300,000 6,284,126 8.3750 8/1/07 Act/360
99 FL 6,300,000 6,274,923 8.7500 6/1/12 Act/360
100 AZ 6,250,000 6,234,626 8.7500 10/1/12 Act/360
101 MI 6,250,000 6,217,295 9.2500 5/1/07 30/360
102 CA 6,200,000 6,179,213 8.8750 5/1/07 Act/360
103 GA 6,185,000 6,176,283 8.3750 8/1/07 Act/360
106 CA 6,075,000 6,065,121 7.9000 8/1/07 Act/360
107 FL 5,917,000 5,912,058 7.9700 10/1/07 Act/360
109 TN 5,813,000 5,801,266 8.1250 8/1/07 Act/360
112 NC 5,750,000 5,735,276 8.3000 8/1/07 Act/360
115 IL 5,500,000 5,489,244 8.2500 8/1/07 Act/360
117 MN 5,471,920 5,415,475 10.1250 4/1/09 30/360
118 FL 5,400,000 5,400,000 8.0400 11/1/07 Act/360
122 NJ 5,250,000 5,250,000 8.2500 11/1/07 Act/360
123 GA 5,200,000 5,189,301 9.0000 7/1/07 Act/360
124 TX 5,158,009 5,158,009 7.4375 9/1/17 30/360
Page 2 of 7
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
127 69 Saratoga Holiday Inn ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
128 79 Courtyard Sarasota ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
129 73 ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. - ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ CVS ▇▇▇▇▇ ▇▇▇, ▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇
133 80 Gainesville Courtyard by Marriott ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇. Gainesville
135 77 Williamsburg Villas ▇▇▇▇ ▇.▇. Govenor ▇▇▇▇ ▇▇▇▇▇▇ Highway Knoxville
138 75 Circuit City - Cincinnati ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
139 76 Circuit City - ▇▇▇▇▇▇ Barre ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Barre
142 83 Shawnee Village ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ Kirkland
148 72 Best Western - Mystic ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mystic
▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ Shopping Center ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ City
150 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Charlotte
156 88 Country Place II ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Burtonsville
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ 2400 ▇▇▇▇▇ ▇▇▇▇▇▇ Blvd. ▇▇▇▇▇▇▇▇
159 90 Edgewater Trace 10714 Abercorn Extension Savannah
162 89 Cove Village Townhouses ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
163 82 Mobile Residence Inn ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ 98 Village Shopping Center ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
166 91 Bally Total Fitness - Cincinnati ▇▇▇▇ ▇▇▇▇ ▇▇. Cincinnati
167 254 Watchung Commons ▇▇▇▇▇ ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇ Watchung
168 92 Giant ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇ 20) Erie
169 93 Courtyard by Marriott - Mobile ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. Mobile
173 ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
174 96 Oak Creek Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
175 95 South Coast Center ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
177 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
182 99 Radisson Suite Hotel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
183 100 Hunters ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Killeen
185 102 Bally Total Fitness - Greenwood ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
186 101 Fort ▇▇▇▇▇ Residence Inn by Marriott ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
127 NY 5,000,000 5,000,000 8.0000 11/1/07 Act/360
128 FL 5,003,000 4,998,821 7.9700 10/1/07 Act/360
129 NJ 5,000,000 4,989,871 8.2500 9/1/22 30/360
132 NY 4,841,680 4,833,642 8.6250 7/1/07 Act/360
133 FL 4,802,000 4,797,989 7.9700 10/1/07 Act/360
135 TN 4,800,000 4,797,046 8.0000 10/1/07 Act/360
138 OH 4,903,453 4,783,763 8.1875 6/1/18 30/360
139 PA 4,903,453 4,776,282 8.1875 5/1/18 30/360
▇▇▇ ▇▇ 4,750,000 4,742,388 7.9500 8/1/07 Act/360
148 CT 4,683,000 4,683,000 8.2500 11/1/19 Act/360
149 NV 4,600,000 4,600,000 7.8750 11/1/07 30/360
150 NC 4,600,000 4,597,936 8.0000 10/1/07 Act/360
156 MD 4,500,000 4,489,869 7.6800 8/1/07 Act/360
157 SC 4,596,987 4,484,777 8.1875 6/1/18 30/360
159 GA 4,463,500 4,461,018 7.3750 10/1/07 Act/360
162 MD 4,425,000 4,423,108 8.1300 10/1/07 Act/360
163 AL 4,410,000 4,410,000 8.1500 11/1/07 Act/360
164 NC 4,400,000 4,394,466 7.6250 10/1/07 Act/360
166 OH 4,368,323 4,344,815 9.8750 4/1/09 30/360
167 NJ 4,323,000 4,323,000 7.4700 11/1/12 30/360
168 PA 4,300,000 4,297,799 7.6250 10/1/07 Act/360
169 AL 4,293,000 4,274,173 9.0500 4/1/07 Act/360
173 NJ 4,075,000 4,067,080 8.1500 7/1/07 Act/360
174 GA 4,000,000 4,000,000 8.3200 7/1/07 Act/360
175 OR 4,000,000 3,997,673 8.1880 10/1/07 Act/360
177 GA 4,000,000 3,984,774 9.3500 8/1/07 Act/360
182 FL 3,900,000 3,897,050 8.3750 10/1/12 Act/360
183 TX 3,880,000 3,880,000 8.1400 7/1/07 30/360
185 IN 3,857,440 3,816,269 10.1250 1/1/09 30/360
186 FL 3,803,000 3,799,824 7.9700 10/1/07 Act/360
Page 3 of 7
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
191 107 Sovereign ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Madison
196 108 Bally Total Fitness - Indianapolis ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇
200 109 Colombus West Park Nursing & Rehabilitation
Cente ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ Melody 5929-5921 Melody Place Dallas
204 118 Best Western ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Raleigh
209 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
210 115 1227 Commonwealth Avenue ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Boston
214 122 4401 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
215 117 Lake Hickory ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
216 119 15625 ▇▇▇▇▇▇▇ Drive ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
217 120 Holiday Inn - ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Dalton
218 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
223 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Danville
226 124 Countrywood East ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
227 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Anaheim
228 126 Walgreen Company - San Francisco ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
229 127 ▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Longview
235 128 3400 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Indianapolis
237 279 CH2M Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
238 130 Best Western - ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Keene
239 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Inn ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Wood Cross
241 132 Holiday Inn College Station ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ College Station
242 129 Circuit City - Muncy Lycoming ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Shopping Center ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Boise
249 137 Apple Creek ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ City
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
191 WI 3,768,000 3,763,729 7.9700 9/1/07 Act/360
196 IN 3,687,350 3,648,000 10.1250 1/1/09 30/360
200 OH 3,600,000 3,584,657 8.6250 8/1/17 Act/360
202 TX 3,520,000 3,511,325 8.3500 6/1/22 Act/360
204 NC 3,500,000 3,495,344 8.6250 10/1/17 Act/360
209 TN 3,400,000 3,391,662 8.5000 8/1/07 Act/360
210 MA 3,400,000 3,390,047 8.5000 8/1/04 30/360
214 NC 3,362,000 3,356,836 7.7500 10/1/07 Act/360
215 NC 3,354,000 3,351,936 8.0000 10/1/07 Act/360
216 FL 3,300,000 3,297,420 8.3750 4/1/08 30/360
217 GA 3,300,000 3,290,597 9.0000 7/1/07 Act/360
218 FL 3,300,000 3,289,627 8.5800 7/1/07 Act/360
223 VA 3,100,000 3,100,000 7.8750 11/1/12 Act/360
226 CA 3,075,000 3,070,666 8.3750 8/1/04 Act/360
227 CA 3,050,000 3,041,128 9.3750 5/1/07 Act/360
228 CA 3,026,068 3,019,414 7.6600 8/1/15 30/360
229 TX 3,000,000 3,000,000 8.1400 7/1/07 30/360
235 IN 2,925,000 2,919,341 7.8750 9/1/10 Act/360
237 AL 2,850,000 2,850,000 8.1250 11/1/17 ▇▇▇/▇▇▇
▇▇▇ ▇▇ 2,848,000 2,848,000 8.2500 11/1/19 Act/360
239 UT 2,810,000 2,805,319 8.6250 9/1/07 Act/360
241 TX 2,800,000 2,792,139 8.8750 9/1/07 Act/360
242 PA 2,860,347 2,790,528 8.1875 6/1/18 30/360
245 ID 2,763,000 2,760,569 7.7500 10/1/07 Act/360
249 MO 2,700,000 2,696,480 8.6200 8/1/07 Act/360
Page 4 of 7
Offer
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# # Property Name Address City
--- ---- ------------- ------- ----
255 148 Ramada Inn - Bedford ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
257 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
259 139 Ridgeview ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
262 145 Homelife Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
266 133 Pep Boys - Miami ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
268 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Apartments ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Pittsburgh
275 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 545,551 & ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
276 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Phoenix
283 152 Thrifty-Payless - Corona del Mar ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ del Mar
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Weston
286 153 MCL Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇
291 154 ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
292 158 Stoneridge Apartments ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
293 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 19039, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
294 156 Summit ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
298 161 Rite-Aid - Bay City ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
299 159 Coral Gardens ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
303 164 Rite-Aid - Essexville ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
304 270 Golden Age Four and ▇▇▇▇▇▇ South Broad Street and 99 ▇▇▇▇▇▇ Drive ▇▇▇▇▇▇ and Richland
307 163 Greentree ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
311 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tampa
312 167 Countrywood Village ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
313 168 Sun Club Apartments ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Kissimmee
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
255 MA 2,669,000 2,669,000 8.2500 11/1/19 Act/360
257 MS 2,600,000 2,598,995 8.3900 10/1/27 Act/360
259 UT 2,595,000 2,593,835 8.0000 10/1/27 Act/360
261 NC 2,500,000 2,500,000 7.7500 11/1/12 30/360
262 CA 2,494,000 2,494,000 7.6200 11/1/07 Act/360
266 FL 2,447,077 2,447,077 7.9600 5/1/17 30/360
268 PA 2,445,000 2,437,864 8.7500 6/1/07 30/360
275 MA 2,350,000 2,329,478 9.3750 5/1/07 30/360
276 AZ 2,325,000 2,319,928 8.7500 6/1/17 Act/360
283 CA 2,270,098 2,262,166 7.9300 7/1/17 30/360
284 FL 2,257,604 2,257,604 7.3750 6/1/17 30/360
286 IL 2,250,000 2,250,000 7.6300 11/1/07 Act/360
291 MA 2,225,000 2,215,083 8.7500 5/1/07 30/360
292 TX 2,200,000 2,200,000 8.1400 7/1/07 30/360
▇▇▇ ▇▇ 2,200,000 2,199,079 8.1875 10/1/07 Act/360
294 TX 2,200,000 2,197,608 8.1250 9/1/07 Act/360
298 MI 2,159,314 2,159,314 7.5000 11/1/17 30/360
299 AZ 2,160,000 2,156,589 8.0000 8/1/25 Act/360
303 MI 2,114,985 2,114,985 7.5000 11/1/17 30/360
304 GA 2,100,000 2,100,000 8.1500 11/1/07 Act/360
307 TX 2,100,000 2,094,179 9.0000 6/1/27 30/360
311 FL 2,025,000 2,022,355 8.1500 9/1/07 30/360
312 CA 2,025,000 2,022,146 8.3750 8/1/04 Act/360
313 FL 2,025,000 2,017,331 8.6250 6/1/07 30/360
Page 5 of 7
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
315 169 Queensbury ▇▇▇ ▇. ▇▇▇▇ ▇▇▇. Avalon
316 170 Colonial Village ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
320 171 Hilltop Manor ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
322 172 Lakecrest Shopping Center ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Federal Way
324 182 Rite-Aid - Jenison ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Jenison
326 174 First Union ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 180 Rite-Aid - ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ Blvd & East Northampton Stree ▇▇▇▇▇▇-▇▇▇▇▇
330 181 Rite-Aid - Cleveland ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
333 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
334 187 Rite-Aid - Saginaw ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Saginaw
336 186 Rite-Aid - Cartersville ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 188 Beehive Retirement Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
340 191 Rite-Aid - West Branch ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ Branch
342 189 Rite-Aid - Liberty Township ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
343 190 ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Stockton
346 192 Rite-Aid - Ashtabula (2) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Ashtabula
347 193 Revco - Norfolk (2) ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Norfolk
348 194 Rite-Aid - Jefferson ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ Jefferson
349 195 Rite-Aid - Ashtabula (1) ▇▇▇▇ ▇▇▇▇ ▇▇▇ Ashtabula
352 196 Eckerd - Oneco ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Oneco
353 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
430 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ / ▇▇▇▇▇▇▇▇▇ Apartments (Roll-up) Various Kalamazoo
355 197 Super Crown Bookstore ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Evanston
358 198 ▇▇▇▇▇'▇ Creek Center ▇▇▇▇▇-▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
359 199 Revco - Norfolk (1) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
360 200 River Village Shopping Center 5004 - ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
361 202 ▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
362 201 Revco - Dundalk ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
364 207 Eckerd - Sharpsburg ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
365 203 Rite-Aid - Barnegat Twp., Ocean County, Barnegat Blvd and West Bay Ave. Barnegat Twp., Ocean County,
366 204 Comfort Inn - Elkton ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
369 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1501 - 1613 Navajo Boulevard Holbrook
372 206 Eckerd - Lady Lake ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ 210 Oakwood Homes ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ 208 Crystal ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
315 PA 2,006,000 2,000,084 8.7000 6/1/07 30/360
316 FL 2,000,000 2,000,000 7.8750 11/1/07 Act/360
320 MD 2,000,000 1,995,287 8.5000 6/1/07 Act/360
▇▇▇ ▇▇ 2,000,000 1,989,549 9.1250 4/1/07 Act/360
324 MI 1,974,110 1,974,110 7.5000 11/1/17 30/360
326 NC 1,960,000 1,951,883 8.8125 8/1/12 Act/360
328 PA 1,948,066 1,940,888 7.7650 3/1/17 30/360
330 OH 1,961,817 1,925,202 8.1700 3/1/16 30/360
333 KS 1,850,000 1,847,592 8.6250 8/1/27 Act/360
334 MI 1,839,795 1,839,795 7.5000 11/1/17 30/360
336 GA 1,835,631 1,807,387 8.3750 11/1/16 30/360
339 WA 1,800,000 1,784,056 9.2500 1/1/07 30/360
340 MI 1,754,680 1,754,680 7.5000 11/1/17 30/360
342 OH 1,748,804 1,713,889 7.9300 9/1/16 30/360
343 GA 1,723,331 1,710,960 8.5000 12/1/16 30/360
346 OH 1,707,479 1,673,378 8.0700 7/1/16 30/360
347 VA 1,695,212 1,673,105 8.8125 11/1/16 30/360
348 OH 1,702,049 1,668,057 8.0700 7/1/16 30/360
349 OH 1,676,936 1,641,993 8.0700 2/1/16 30/360
352 FL 1,622,868 1,617,476 7.5900 2/1/17 30/360
353 NJ 1,610,000 1,610,000 7.4700 11/1/12 30/360
430 MI 1,600,000 1,600,000 8.1600 11/1/07 Act/360
355 IL 1,600,000 1,597,872 8.0600 9/1/07 30/360
358 FL 1,575,000 1,571,263 8.5000 7/1/07 Act/360
359 VA 1,597,003 1,564,682 9.1250 9/1/16 30/360
360 AZ 1,540,000 1,538,798 8.2500 10/1/07 Act/360
361 GA 1,533,030 1,522,289 8.5000 12/1/16 30/360
362 MD 1,531,796 1,521,433 8.2500 5/1/17 30/360
364 GA 1,513,702 1,513,702 7.5000 10/1/16 30/360
365 NJ 1,543,168 1,512,548 8.8750 8/1/16 30/360
366 FL 1,505,000 1,502,493 8.6250 9/1/07 Act/360
369 AZ 1,500,000 1,496,101 9.3750 7/1/07 Act/360
372 FL 1,486,408 1,481,593 7.6250 1/1/17 30/360
373 WI 1,472,000 1,471,674 9.5500 10/1/22 Act/360
375 IN 1,450,000 1,447,916 8.3125 8/1/07 Act/360
Page 6 of 7
Offer
Doc Loan
# # Property Name Address City
--- ---- ------------- ------- ----
376 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
377 211 Rite-Aid - ▇▇▇▇▇▇ Falls ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
379 213 Silverfield Condominiums ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
382 214 Revco - Portsmouth (2) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
383 216 151-169 ▇▇▇▇▇ Avenue ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
384 215 Rite-Aid - Perry ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Perry
385 217 Revco - Virginia Beach ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇ Beach
386 220 Revco - Akron ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Akron
387 218 Revco - Portsmouth (1) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
388 219 Revco - Newport News ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Newport News
390 229 ▇▇▇▇▇▇▇▇ Venture ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Omaha
391 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
392 222 Royal Manor ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
394 223 Rite-Aid - Portage ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇-▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
398 226 Rite-Aid - Folkston ▇▇▇ ▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
402 227 Rite-Aid - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ & ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 228 Orleans CVS, Inc. - Orleans ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ 230 Rite-Aid - Latrobe NEC Depot St & Ligonier St Latrobe
405 231 Rite-Aid - Homerville ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
409 232 Rite-Aid - Glenville ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
411 234 Braesforest ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
412 233 Sunbelt Rentals - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Aveand State Road 21 Savannah
414 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
415 237 Revco - Chase City ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Chase City
416 235 Sunbelt Rentals - Kennesaw ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Kennesaw
417 238 Revco - ▇▇▇▇▇ Hill ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
418 239 Country Hearth Inn Columbus ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
419 240 Davie Village Assisted Living Facility ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
422 242 2800 University Avenue ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
423 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
424 244 530 West ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
425 245 Country Hearth Inn ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
426 246 Towering Pines 1200-1222 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
428 250 ▇▇▇▇▇▇ Terrace ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
429 249 1225 ▇▇▇▇▇▇ Avenue ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Offer Cut-off Mortgage
Doc Original Date -------------------- Accrual
# State Balance ($) Balance ($) Rate (%) Maturity Method
--- ----- ----------- ----------- -------- -------- -------
376 NJ 1,450,000 1,445,334 9.1800 5/1/07 30/360
377 OH 1,454,665 1,425,623 7.9300 9/1/16 30/360
379 TX 1,400,000 1,400,000 7.9000 11/1/07 Act/360
382 VA 1,418,084 1,389,123 9.1250 8/1/16 30/360
383 NY 1,370,000 1,364,049 9.2500 6/1/07 30/360
384 MI 1,364,026 1,361,668 7.9200 9/1/17 30/360
385 VA 1,373,132 1,358,280 9.0000 3/1/17 30/360
386 OH 1,352,498 1,350,090 7.7500 8/1/17 30/360
387 VA 1,352,057 1,341,130 8.7910 2/1/17 30/360
388 VA 1,348,886 1,334,164 9.0000 2/1/17 30/360
390 NE 1,300,000 1,299,431 8.0700 10/1/07 Act/360
391 AZ 1,300,000 1,299,194 9.1250 10/1/07 Act/360
392 GA 1,300,000 1,297,521 7.9500 9/1/22 Act/360
394 PA 1,291,741 1,264,848 8.3400 8/1/16 30/360
397 PA 1,240,338 1,214,515 8.3400 8/1/16 30/360
398 GA 1,233,982 1,214,497 8.3750 8/1/16 30/360
402 WV 1,181,635 1,156,200 8.5000 2/1/16 30/360
403 MA 1,160,219 1,153,040 8.7500 1/1/18 30/360
404 PA 1,160,344 1,136,187 8.3400 8/1/16 30/360
405 GA 1,147,105 1,128,992 8.3750 8/1/16 30/360
409 WV 1,043,258 1,019,996 8.5000 10/1/15 30/360
411 TX 1,000,000 997,986 9.0000 6/1/07 Act/360
412 GA 975,307 974,025 8.1250 8/1/17 30/360
414 TX 930,000 929,642 8.4000 10/1/27 Act/360
415 VA 933,486 920,048 9.0000 10/1/16 30/360
416 GA 918,245 917,220 8.1250 3/1/17 30/360
417 SC 923,436 916,074 8.8300 3/1/17 30/360
418 TX 917,000 915,881 9.1250 10/1/07 Act/360
419 NC 900,000 897,379 8.6250 9/1/07 Act/360
422 NY 760,000 757,893 9.0000 6/1/07 30/360
423 TX 758,000 757,075 9.1250 10/1/07 Act/360
424 NY 750,000 745,994 9.1250 5/1/07 30/360
425 TX 725,000 724,115 9.1250 10/1/07 Act/360
426 GA 706,000 705,142 8.5000 9/1/27 30/360
428 NE 684,000 683,649 7.6200 10/1/07 Act/360
429 NY 600,000 597,500 9.5000 6/1/07 30/360
Totals: 1,108,538,575 1,105,685,135
Page 7 of 7
EXHIBIT B
EXCEPTIONS TO SECTION 2(C)
None.
EXHIBIT C
EXCEPTIONS TO CLAUSE VIII OF SCHEDULE I
None.
EXHIBIT D
EXCEPTIONS TO CLAUSE XVI OF SCHEDULE I
▇▇▇▇▇▇ BROTHERS Page 1 of 3
FU - LB Conduit 1997-C2***FINAL BLACK*** Report: LOANSCHE
Records: 112 Mon, Dec 8, 1997 12:44 PM
Balance: 584,126,862.58 Prepared by: ▇▇▇▇▇▇
Selection: POOL = First Union; Actual/360 S:\▇▇▇▇▇▇\CONDUIT2\BLACK
====================================================================================================================================
Pros-
pectus Loan
# # Property Name Address City
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6 2 Fountainhead Apartments ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
7 282 ▇▇▇▇▇ Portfolio #1 Various Various
17 272 Campus Club ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Gainesville
21 8 The Hamptons ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
26 281 ▇▇▇▇▇ Portfolio #2 Various Various
28 12 Eatoncrest ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
30 13 375 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 375 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Akron
31 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
36 17 Renaissance Parc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
39 18 NorthPark Executive Suites Hotel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
49 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sanibel Island
52 25 Coachman Manor ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
66 30 One Price Distribution Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
67 31 Quail Lakes Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Stockton
68 ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Denver
72 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ I ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
75 37 Concordia Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
78 38 Willowick ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
82 39 ▇▇▇▇▇ Inn - St. Louis Airport 10490 Natural Bridge Road ▇▇▇▇▇▇▇▇▇
85 42 The Crossings Shopping Center 2260-2336 Lebanon Pike Nashville
88 45 Holiday Inn - Catalina Centre ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Beach
90 40 ▇▇▇▇▇ ▇▇▇▇▇ Hotel ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
92 50 DFW Air Cargo Complex 2963,2967, & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
94 51 ▇▇▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
98 53 Atrium Executive Plaza ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Plantation
99 54 Gardens Park Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
100 55 Plaza Healthcare ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
102 57 Victoria Village shopping center 1401 - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ventura
103 58 Terraces @ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
106 59 Clarington ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
107 47 Tallahasse Residence Inn ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Tallahasee
109 61 Bellevue Valley Plaza 7401 - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
112 62 Forest Brook Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
115 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Shopping Center ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
118 277 Hampton Inn - Daytona ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Daytona
122 67 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ City
123 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
127 69 Saratoga Holiday Inn ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
128 79 Courtyard Sarasota ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sarasota
132 78 CVS ▇▇▇▇▇ ▇▇▇, ▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇
133 80 Gainesville Courtyard by Marriott ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇. Gainesville
135 77 Williamsburg Villas ▇▇▇▇ ▇.▇. Govenor ▇▇▇▇ ▇▇▇▇▇▇ Highway Knoxville
142 83 Shawnee Village ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ Kirkland
================================================================================
Cut-off
Prospectus Original Date Mortgage Accrual
# State Balance Balance Rate Maturity Method
--------------------------------------------------------------------------------
6 MA 29,200,000 29,121,268 8.550 5/1/07 Act/360
7 MO 29,000,000 29,000,000 7.960 11/1/12 Act/360
17 FL 20,000,000 20,000,000 7.450 11/1/07 Act/360
21 NV 18,700,000 18,665,259 8.290 7/1/07 Act/360
26 TX 16,965,000 16,965,000 7.920 11/1/12 Act/360
28 NJ 16,500,000 16,491,481 7.600 10/1/27 Act/360
30 OH 16,300,000 16,276,911 8.250 10/1/17 Act/360
31 MA 14,900,000 14,859,825 8.550 5/1/07 Act/360
36 TX 12,520,000 12,497,380 8.375 7/1/07 Act/360
39 TX 12,250,000 12,250,000 7.670 11/1/07 Act/360
49 FL 9,675,000 9,667,450 8.250 10/1/07 Act/360
52 NJ 9,400,000 9,382,540 8.450 8/1/12 Act/360
66 SC 8,125,000 8,082,804 9.125 7/1/17 Act/360
67 CA 8,000,000 7,991,880 8.375 9/1/07 Act/360
68 CO 8,000,000 7,986,834 8.650 7/1/07 Act/360
72 MD 7,425,000 7,408,285 7.680 8/1/07 Act/360
75 NJ 7,200,000 7,170,968 8.690 6/1/07 Act/360
78 AZ 7,100,000 7,088,580 7.938 8/1/07 Act/360
82 MO 7,000,000 7,000,000 7.960 11/1/12 Act/360
85 TN 7,000,000 6,989,789 8.000 9/1/07 Act/360
88 FL 6,746,000 6,729,457 8.500 8/1/07 Act/360
89 VA 6,725,000 6,725,000 7.750 11/1/07 Act/360
90 NY 6,700,000 6,700,000 9.000 11/1/12 Act/360
92 TX 6,551,000 6,528,304 9.375 6/1/22 Act/360
94 NJ 6,500,000 6,473,791 8.690 6/1/07 Act/360
98 FL 6,300,000 6,284,126 8.375 8/1/07 Act/360
99 FL 6,300,000 6,274,923 8.750 6/1/12 Act/360
100 AZ 6,250,000 6,234,626 8.750 10/1/12 Act/360
102 CA 6,200,000 6,179,213 8.875 5/1/07 Act/360
103 GA 6,185,000 6,176,283 8.375 8/1/07 Act/360
106 CA 6,075,000 6,065,121 7.900 8/1/07 Act/360
107 FL 5,917,000 5,912,058 7.970 10/1/07 Act/360
109 TN 5,813,000 5,801,266 8.125 8/1/07 Act/360
112 NC 5,750,000 5,735,276 8.300 8/1/07 Act/360
115 IL 5,500,000 5,489,244 8.250 8/1/07 Act/360
118 FL 5,400,000 5,400,000 8.040 11/1/07 Act/360
122 NJ 5,250,000 5,250,000 8.250 11/1/07 Act/360
123 GA 5,200,000 5,189,301 9.000 7/1/07 Act/360
127 NY 5,000,000 5,000,000 8.000 11/1/07 Act/360
128 FL 5,003,000 4,998,821 7.970 10/1/07 Act/360
132 NY 4,841,680 4,833,642 8.625 7/1/07 Act/360
133 FL 4,802,000 4,797,989 7.970 10/1/07 Act/360
135 TN 4,800,000 4,797,046 8.000 10/1/07 Act/360
▇▇▇ ▇▇ 4,750,000 4,742,388 7.950 8/1/07 Act/360
▇▇▇▇▇▇ BROTHERS Page 2 of 3
FU - LB Conduit 1997-C2***FINAL BLACK*** Report: LOANSCHE
Records: 112 Mon, Dec 8, 1997 12:44 PM
Balance: 584,126,862.58 Prepared by: ▇▇▇▇▇▇
Selection: POOL = First Union; Actual/360 S:\▇▇▇▇▇▇\CONDUIT2\BLACK
====================================================================================================================================
Pros-
pectus Loan
# # Property Name Address City
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148 72 Best Western - Mystic ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mystic
150 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Charlotte
156 88 Country Place II ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Burtonsville
159 90 Edgewater Trace 10714 Abercorn Extension Savannah
162 89 Cove Village Townhouses ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
163 82 Mobile Residence Inn ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ 98 Village Shopping Center ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
168 92 Giant ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇ 20) Erie
169 93 Courtyard by Marriott - Mobile ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. Mobile
173 ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
174 96 Oak Creek Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
175 95 South Coast Center ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
177 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
182 99 Radisson Suite Hotel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
186 101 Fort ▇▇▇▇▇ Residence Inn by Marriott ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
191 107 Sovereign ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Madison
200 109 Colombus West Park Nursing & Rehabilitation Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Columbus
202 112 Texas Melody 5929-5921 Melody Place Dallas
204 118 Best Western ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Raleigh
209 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
214 122 4401 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
215 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
217 120 Holiday Inn - ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Dalton
218 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
223 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Danville
226 124 Countrywood East ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
227 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Anaheim
235 128 3400 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Indianapolis
237 279 CH2M Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
238 130 Best Western - ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
239 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Inn ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Wood Cross
241 132 Holiday Inn College Station ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ College Station
245 269 Eastgate Shopping Center ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Boise
249 137 Apple Creek ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ City
255 148 Ramada Inn - Bedford ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
257 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
259 139 Ridgeview ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ogden
262 145 Homelife Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
276 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Phoenix
286 153 MCL Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. Chicago
293 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 19039, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
294 156 Summit ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
299 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
304 270 Golden Age Four and ▇▇▇▇▇▇ South Broad Street and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and Richland
================================================================================
Pros- Cut-off
pectus Original Date Mortgage Accrual
# State Balance Balance Rate Maturity Method
--------------------------------------------------------------------------------
148 CT 4,683,000 4,683,000 8.250 11/1/19 Act/360
150 NC 4,600,000 4,597,936 8.000 10/1/07 Act/360
156 MD 4,500,000 4,489,869 7.680 8/1/07 Act/360
159 GA 4,463,500 4,461,018 7.375 10/1/07 Act/360
162 MD 4,425,000 4,423,108 8.130 10/1/07 Act/360
163 AL 4,410,000 4,410,000 8.150 11/1/07 Act/360
164 NC 4,400,000 4,394,466 7.625 10/1/07 Act/360
168 PA 4,300,000 4,297,799 7.625 10/1/07 Act/360
169 AL 4,293,000 4,274,173 9.050 4/1/07 Act/360
173 NJ 4,075,000 4,067,080 8.150 7/1/07 Act/360
174 GA 4,000,000 4,000,000 8.320 7/1/07 Act/360
175 OR 4,000,000 3,997,673 8.188 10/1/07 Act/360
177 GA 4,000,000 3,984,774 9.350 8/1/07 Act/360
182 FL 3,900,000 3,897,050 8.375 10/1/12 Act/360
186 FL 3,803,000 3,799,824 7.970 10/1/07 Act/360
191 WI 3,768,000 3,763,729 7.970 9/1/07 Act/360
200 OH 3,600,000 3,584,657 8.625 8/1/17 Act/360
202 TX 3,520,000 3,511,325 8.350 6/1/22 Act/360
204 NC 3,500,000 3,495,344 8.625 10/1/17 Act/360
209 TN 3,400,000 3,391,662 8.500 8/1/07 Act/360
214 NC 3,362,000 3,356,836 7.750 10/1/07 Act/360
215 NC 3,354,000 3,351,936 8.000 10/1/07 Act/360
217 GA 3,300,000 3,290,597 9.000 7/1/07 Act/360
218 FL 3,300,000 3,289,627 8.580 7/1/07 Act/360
223 VA 3,100,000 3,100,000 7.875 11/1/12 Act/360
226 CA 3,075,000 3,070,666 8.375 8/1/04 Act/360
227 CA 3,050,000 3,041,128 9.375 5/1/07 Act/360
235 IN 2,925,000 2,919,341 7.875 9/1/10 Act/360
237 AL 2,850,000 2,850,000 8.125 11/1/17 ▇▇▇/▇▇▇
▇▇▇ ▇▇ 2,848,000 2,848,000 8.250 11/1/19 Act/360
239 UT 2,810,000 2,805,319 8.625 9/1/07 Act/360
241 TX 2,800,000 2,792,139 8.875 9/1/07 Act/360
245 ID 2,763,000 2,760,569 7.750 10/1/07 Act/360
249 MO 2,700,000 2,696,480 8.620 8/1/07 Act/360
255 MA 2,669,000 2,669,000 8.250 11/1/19 Act/360
257 MS 2,600,000 2,598,995 8.390 10/1/27 Act/360
259 UT 2,595,000 2,593,835 8.000 10/1/27 Act/360
262 CA 2,494,000 2,494,000 7.620 11/1/07 Act/360
276 AZ 2,325,000 2,319,928 8.750 6/1/17 Act/360
286 IL 2,250,000 2,250,000 7.630 11/1/07 Act/360
▇▇▇ ▇▇ 2,200,000 2,199,079 8.188 10/1/07 Act/360
294 TX 2,200,000 2,197,608 8.125 9/1/07 Act/360
299 AZ 2,160,000 2,156,589 8.000 8/1/25 Act/360
304 GA 2,100,000 2,100,000 8.150 11/1/07 Act/360
▇▇▇▇▇▇ BROTHERS Page 3 of 3
FU - LB Conduit 1997-C2***FINAL BLACK*** Report: LOANSCHE
Records: 112 Mon, Dec 8, 1997 12:44 PM
Balance: 584,126,862.58 Prepared by: ▇▇▇▇▇▇
Selection: POOL = First Union; Actual/360 S:\▇▇▇▇▇▇\CONDUIT2\BLACK
====================================================================================================================================
Pros-
pectus Loan
# # Property Name Address City
------------------------------------------------------------------------------------------------------------------------------------
312 167 Countrywood Village ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
316 170 Colonial Village ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
320 171 Hilltop Manor ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
322 172 Lakecrest Shopping Center ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Way
326 174 First Union ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
430 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ / ▇▇▇▇▇▇▇▇▇ Apartments (Roll-up) Various Kalamazoo
358 198 ▇▇▇▇▇'▇ Creek Center ▇▇▇▇▇-▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
360 200 River Village Shopping Center 5004 - ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
366 204 Comfort Inn - Elkton ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
369 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1501 - 1613 Navajo Boulevard ▇▇▇▇▇▇▇▇
373 210 Oakwood Homes ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ 208 Crystal ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
379 213 Silverfield Condominiums ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
390 229 ▇▇▇▇▇▇▇▇ Venture ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Omaha
391 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
392 222 Royal Manor ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
411 234 Braesforest ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
414 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
418 239 Country Hearth Inn Columbus ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
419 240 Davie Village Assisted Living Facility ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
423 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
425 245 Country Hearth Inn ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
428 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
=============================================================================
Pros- Cut-off
pectus Original Date Mortgage Accrual
# State Balance Balance Rate Maturity Method
-----------------------------------------------------------------------------
312 CA 2,025,000 2,022,146 8.375 8/1/04 Act/360
316 FL 2,000,000 2,000,000 7.875 11/1/07 Act/360
320 MD 2,000,000 1,995,287 8.500 6/1/07 Act/360
▇▇▇ ▇▇ 2,000,000 1,989,549 9.125 4/1/07 Act/360
326 NC 1,960,000 1,951,883 8.813 8/1/12 Act/360
333 KS 1,850,000 1,847,592 8.625 8/1/27 Act/360
430 MI 1,600,000 1,600,000 8.160 11/1/07 Act/360
358 FL 1,575,000 1,571,263 8.500 7/1/07 Act/360
360 AZ 1,540,000 1,538,798 8.250 10/1/07 Act/360
366 FL 1,505,000 1,502,493 8.625 9/1/07 Act/360
369 AZ 1,500,000 1,496,101 9.375 7/1/07 Act/360
373 WI 1,472,000 1,471,674 9.550 10/1/22 Act/360
375 IN 1,450,000 1,447,916 8.313 8/1/07 Act/360
379 TX 1,400,000 1,400,000 7.900 11/1/07 Act/360
390 NE 1,300,000 1,299,431 8.070 10/1/07 Act/360
391 AZ 1,300,000 1,299,194 9.125 10/1/07 Act/360
392 GA 1,300,000 1,297,521 7.950 9/1/22 Act/360
411 TX 1,000,000 997,986 9.000 6/1/07 Act/360
414 TX 930,000 929,642 8.400 10/1/27 Act/360
418 TX 917,000 915,881 9.125 10/1/07 Act/360
419 NC 900,000 897,379 8.625 9/1/07 Act/360
423 TX 758,000 757,075 9.125 10/1/07 Act/360
425 TX 725,000 724,115 9.125 10/1/07 Act/360
428 NE 684,000 683,649 7.620 10/1/07 Act/360
-----------------------------------------------------------------------------
Totals: 584,980,180 584,126,863
-----------------------------------------------------------------------------
EXHIBIT E
EXCEPTIONS TO CLAUSE XVI OF SCHEDULE I
None.
EXHIBIT F
EXCEPTIONS TO CLAUSE XXIV OF SCHEDULE I
====================================================================================================================================
▇▇▇▇▇▇ BROTHERS
FU - LB Conduit 1997-C2 *** FINAL BLACK ***
Records: 7
Balance: 56,182,000.00
Selection: Hyper-Amortizing Loans
====================================================================================================================================
ARD Loans - First Union Pool
------------------------------------------------------------------------------------------------------------------------------------
Prospectus Loan Original Cut-off Date
# # Property Name Address City State Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
24 10 Olive Tree ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 17,360,000 17,360,000
25 11 Saddleback Apts. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 17,342,000 17,342,000
64 29 Sierra Creek ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 8,400,000 8,400,000
174 96 Oak Creek Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 4,000,000 4,000,000
183 100 Hunters ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 3,880,000 3,880,000
229 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 3,000,000 3,000,000
292 158 Stoneridge Apartments ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 2,200,000 2,200,000
------------------------------------------------------------------------------------------------------------------------------------
Totals: 56,182,000 56,182,000
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------
Prospectus Mortgage Accrual
# Rate Maturity Method
--------------------------------------------
24 8.140 7/1/07 30/360
25 8.140 7/1/07 30/360
64 8.140 7/1/07 30/360
174 8.320 7/1/07 Act/360
183 8.140 7/1/07 30/360
229 8.140 7/1/07 30/360
292 8.140 7/1/07 30/360
============================================
EXHIBIT G
EXCEPTIONS TO CLAUSE XXVI OF SCHEDULE I
====================================================================================================================================
▇▇▇▇▇▇ BROTHERS
FU - LB Conduit 1997-C2 ** BLACK **
Records: 7
Balance: 52,196,502.00
Selection: Subordinate Debt
====================================================================================================================================
Subordinate Debt - First Union Pool
------------------------------------------------------------------------------------------------------------------------------------
Prospectus Loan Original Cut-off Date
# # Property Name Address City State Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
3 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ 35,250,000 35,250,000
162 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 4,425,000 4,423,108
202 112 Texas Melody ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 3,520,000 3,511,325
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ 3,300,000 3,289,627
299 159 Coral Gardens ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 2,160,000 2,156,589
307 163 Greentree ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 2,100,000 2,094,179
373 210 Oakwood Homes ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ 1,472,000 1,471,674
------------------------------------------------------------------------------------------------------------------------------------
Totals: 52,227,000 52,196,502
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------
Prospectus Mortgage Accrual
# Rate Maturity Method
------------------------------------------------
3 7.625 11/1/07 30/360
162 8.130 10/1/07 Act/360
202 8.350 6/1/22 Act/360
218 8.580 7/1/07 Act/360
299 8.000 8/1/25 Act/360
307 9.000 6/1/27 30/360
373 9.550 10/1/22 Act/360
================================================
EXHIBIT H
EXCEPTIONS TO CLAUSE XXVII OF SCHEDULE I
None.
EXHIBIT I
EXCEPTIONS TO CLAUSE XXVII TO SCHEDULE I
====================================================================================================================================
▇▇▇▇▇▇ BROTHERS
FU - LB Conduit 1997-C2 ** BLACK **
Records: 47
Balance 157,684,893.73
Selection: One-Time Transfer
====================================================================================================================================
One-Time Transfers - First Union Pool
------------------------------------------------------------------------------------------------------------------------------------
Prospect Loan
# # Property Name Address City
------------------------------------------------------------------------------------------------------------------------------------
8 ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
73 36 Walmart - Boone 1812 Blowing Rock Boone
75 37 Concordia Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Beach
92 50 DFW Air Cargo Complex 2963,2967, & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
94 51 ▇▇▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
95 49 Circuit City - Poughkeepsie ▇▇▇ ▇▇▇▇▇ ▇▇. Poughkeepsie
101 56 Leisure Living Properties - 3 Assets Various Portage, Fremont, Lowell
129 73 ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. - ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Rockleigh
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
139 76 Circuit City - ▇▇▇▇▇▇ Barre ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Barre
150 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Charlotte
157 86 Circuit City - ▇▇▇▇▇▇▇▇ 2400 ▇▇▇▇▇ ▇▇▇▇▇▇ Blvd. ▇▇▇▇▇▇▇▇
210 115 1227 Commonwealth Avenue ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Boston
215 117 Lake Hickory Plaza Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
227 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Anaheim
241 132 Holiday Inn College Station ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ College Station
242 129 Circuit City - Muncy Lycoming ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 545,551 & ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
276 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Phoenix
307 163 Greentree ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
330 181 Rite-Aid - Cleveland ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
336 186 Rite-Aid - Cartersville ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 189 Rite-Aid - Liberty Township ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Liberty Township
346 192 Rite-Aid - Ashtabula (2) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Ashtabula
347 193 Revco - Norfolk (2) ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Norfolk
348 194 Rite-Aid - Jefferson ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ Jefferson
349 195 Rite-Aid - Ashtabula (1) ▇▇▇▇ ▇▇▇▇ ▇▇▇ Ashtabula
359 199 Revco - Norfolk (1) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
362 201 Revco - Dundalk ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
365 203 Rite-Aid - Barnegat Twp., Ocean County, Barnegat Blvd and West Bay Ave. Barnegat Twp., Ocean County,
369 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1501 - 1613 Navajo Boulevard Holbrook
377 211 Rite-Aid - ▇▇▇▇▇▇ Falls ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
382 214 Revco - Portsmouth (2) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
385 217 Revco - Virginia Beach ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇ Beach
387 218 Revco - Portsmouth (1) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
388 219 Revco - Newport News ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Newport News
394 223 Rite-Aid - Portage ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇-▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
398 226 Rite-Aid - Folkston ▇▇▇ ▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
402 227 Rite-Aid - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ & ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ 228 Orleans CVS, Inc. - Orleans ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ 230 Rite-Aid - Latrobe NEC Depot St & Ligonier St Latrobe
405 231 Rite-Aid - Homerville ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
409 232 Rite-Aid - Glenville ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
415 237 Revco - Chase City ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Chase City
417 238 Revco - ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
====================================================================================================================================
------------------------------------------------------------------------------------------
Prospect Original Cut-off Date Mortgage Accrual
# State Balance Balance Rate Maturity Method
------------------------------------------------------------------------------------------
8 MI 29,000,000 28,887,122 8.250 5/1/07 30/360
73 NC 7,458,022 7,341,749 7.313 11/1/16 30/360
75 NJ 7,200,000 7,170,968 8.690 6/1/07 Act/360
89 VA 6,725,000 6,725,000 7.750 11/1/07 Act/360
92 TX 6,551,000 6,528,304 9.375 6/1/22 Act/360
94 NJ 6,500,000 6,473,791 8.690 6/1/07 Act/360
95 NY 6,589,015 6,428,181 8.188 6/1/18 30/360
101 MI 6,250,000 6,217,295 9.250 5/1/07 30/360
129 NJ 5,000,000 4,989,871 8.250 9/1/22 30/360
138 OH 4,903,453 4,783,763 8.188 6/1/18 30/360
139 PA 4,903,453 4,776,282 8.188 5/1/18 30/360
150 NC 4,600,000 4,597,936 8.000 10/1/07 Act/360
157 SC 4,596,987 4,484,777 8.188 6/1/18 30/360
210 MA 3,400,000 3,390,047 8.500 8/1/04 30/360
215 NC 3,354,000 3,351,936 8.000 10/1/07 Act/360
227 CA 3,050,000 3,041,128 9.375 5/1/07 Act/360
241 TX 2,800,000 2,792,139 8.875 9/1/07 Act/360
242 PA 2,860,347 2,790,528 8.188 6/1/18 30/360
275 MA 2,350,000 2,329,478 9.375 5/1/07 30/360
276 AZ 2,325,000 2,319,928 8.750 6/1/17 Act/360
307 TX 2,100,000 2,094,179 9.000 6/1/27 30/360
330 OH 1,961,817 1,925,202 8.170 3/1/16 30/360
336 GA 1,835,631 1,807,387 8.375 11/1/16 30/360
342 OH 1,748,804 1,713,889 7.930 9/1/16 30/360
346 OH 1,707,479 1,673,378 8.070 7/1/16 30/360
347 VA 1,695,212 1,673,105 8.813 11/1/16 30/360
348 OH 1,702,049 1,668,057 8.070 7/1/16 30/360
349 OH 1,676,936 1,641,993 8.070 2/1/16 30/360
359 VA 1,597,003 1,564,682 9.125 9/1/16 30/360
362 MD 1,531,796 1,521,433 8.250 5/1/17 30/360
365 NJ 1,543,168 1,512,548 8.875 8/1/16 30/360
369 AZ 1,500,000 1,496,101 9.375 7/1/07 Act/360
377 OH 1,454,665 1,425,623 7.930 9/1/16 30/360
382 VA 1,418,084 1,389,123 9.125 8/1/16 30/360
385 VA 1,373,132 1,358,280 9.000 3/1/17 30/360
387 VA 1,352,057 1,341,130 8.791 2/1/17 30/360
388 VA 1,348,886 1,334,164 9.000 2/1/17 30/360
394 PA 1,291,741 1,264,848 8.340 8/1/16 30/360
397 PA 1,240,338 1,214,515 8.340 8/1/16 30/360
398 GA 1,233,982 1,214,497 8.375 8/1/16 30/360
402 WV 1,181,635 1,156,200 8.500 2/1/16 30/360
403 MA 1,160,219 1,153,040 8.750 1/1/18 30/360
404 PA 1,160,344 1,136,187 8.340 8/1/16 30/360
405 GA 1,147,105 1,128,992 8.375 8/1/16 30/360
409 WV 1,043,258 1,019,996 8.500 10/1/15 30/360
415 VA 933,486 920,048 9.000 10/1/16 30/360
417 SC 923,436 916,074 8.830 3/1/17 30/360
==========================================================================================
Totals: 159,278,540 157,684,894
------------------------------------------------------------------------------------------
EXHIBIT J
EXCEPTIONS TO CLAUSE XVII TO SCHEDULE I
====================================================================================================================================
▇▇▇▇▇▇ BROTHERS
FU - LB Conduit 1997-C2 ** BLACK **
Records: 1
Balance: 6,179,213.00
Selection: Two-Time Transfers
====================================================================================================================================
Two-time transfers - First Union Pool
------------------------------------------------------------------------------------------------------------------------------------
Cut-off
Prospectus Loan Original Date
# # Property Name Address City State Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
102 57 Victoria Village shopping center 1401 - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 6,200,000 6,179,213
------------------------------------------------------------------------------------------------------------------------------------
Totals: 6,200,000 6,179,213
------------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------
Prospectus Mortgage Accrual
# Rate Maturity Method
----------------------------------------------
102 8.875 5/1/07 Act/360
----------------------------------------------
EXHIBIT K
EXCEPTIONS TO CLAUSE XXXI OF SCHEDULE I
NONE.
EXHIBIT L
EXCEPTIONS TO CLAUSE XXXV(A) OF SCHEDULE I
None.
EXHIBIT M
EXCEPTIONS TO CLAUSE XXXV(B) OF SCHEDULE I
NONE.
EXHIBIT N
EXCEPTIONS TO CLAUSE XXXV(J) OF SCHEDULE I
NONE.
EXHIBIT O
EXCEPTIONS TO CLAUSE XXXV(L) OF SCHEDULE I
None.
EXHIBIT P
EXCEPTIONS TO CLAUSE XLIV OF SCHEDULE I
====================================================================================================================================
▇▇▇▇▇▇ BROTHERS
FU - LB Conduit 1997-C2 ** BLACK **
No A&E report in last 18 months - First Union Pool
====================================================================================================================================
------------------------------------------------------------------------------------------------------------------------------------
Prospectus Loan
# # Property Name Address City
------------------------------------------------------------------------------------------------------------------------------------
95 49 Circuit City - Poughkeepsie ▇▇▇ ▇▇▇▇▇ ▇▇. Poughkeepsie
139 76 Circuit City - ▇▇▇▇▇▇ Barre ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ Barre
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ 2400 ▇▇▇▇▇ ▇▇▇▇▇▇ Blvd. ▇▇▇▇▇▇▇▇
214 122 4401 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
242 129 Circuit City - Muncy Lycoming Mall Ring Rd. Muncy
259 139 Ridgeview ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ogden
266 133 Pep Boys - Miami ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
299 159 Coral Gardens ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
328 180 Rite-Aid - ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ Blvd & East Northampton Street ▇▇▇▇▇▇-▇▇▇▇▇
330 181 Rite-Aid - Cleveland ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
333 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
336 186 Rite-Aid - Cartersville ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ 189 Rite-Aid - Liberty Township ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
343 190 ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Stockton
346 192 Rite-Aid - Ashtabula (2) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Ashtabula
348 194 Rite-Aid - Jefferson ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ Jefferson
349 195 Rite-Aid - Ashtabula (1) ▇▇▇▇ ▇▇▇▇ ▇▇▇ Ashtabula
352 196 Eckerd - Oneco ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Oneco
359 199 Revco - Norfolk (1) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
361 202 ▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
362 201 Revco - Dundalk ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
365 203 Rite-Aid - Barnegat Twp., Ocean County, Barnegat Blvd and West Bay Ave. Barnegat Twp., Ocean County,
372 206 Eckerd - Lady Lake ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ 210 Oakwood Homes ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ 211 Rite-Aid - ▇▇▇▇▇▇ Falls ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
382 214 Revco - Portsmouth (2) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
384 215 Rite-Aid - Perry ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Perry
385 217 Revco - Virginia Beach ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇ Beach
387 218 Revco - Portsmouth (1) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Portsmouth
388 219 Revco - Newport News ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Newport News
398 226 Rite-Aid - Folkston ▇▇▇ ▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
405 231 Rite-Aid - Homerville ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
412 233 Sunbelt Rentals - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Aveand State Road 21 Savannah
415 237 Revco - Chase City ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Chase City
417 238 Revco - ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
Totals:
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prospectus Original Cut-off Date Mortgage Accrual
# State Balance Balance Rate Maturity Method
------------------------------------------------------------------------------------------------------------------------------------
95 NY 6,589,015.00 6,428,181.00 8.188 6/1/18 30/360
139 PA 4,903,453.00 4,776,282.00 8.188 5/1/18 30/360
157 SC 4,596,987.00 4,484,777.00 8.188 6/1/18 30/360
214 NC 3,362,000.00 3,356,836.00 7.750 10/1/07 Act/360
242 PA 2,860,347.00 2,790,528.00 8.188 6/1/18 30/360
259 UT 2,595,000.00 2,593,835.00 8.000 10/1/27 Act/360
266 FL 2,447,077.00 2,447,077.00 7.960 5/1/17 30/360
299 AZ 2,160,000.00 2,156,589.00 8.000 8/1/25 Act/360
328 PA 1,948,066.00 1,940,888.00 7.765 3/1/17 30/360
330 OH 1,961,817.00 1,925,202.00 8.170 3/1/16 30/360
333 KS 1,850,000.00 1,847,592.00 8.625 8/1/27 Act/360
336 GA 1,835,631.00 1,807,387.00 8.375 11/1/16 30/360
342 OH 1,748,804.00 1,713,889.00 7.930 9/1/16 30/360
343 GA 1,723,331.00 1,710,960.00 8.500 12/1/16 30/360
346 OH 1,707,479.00 1,673,378.00 8.070 7/1/16 30/360
348 OH 1,702,049.00 1,668,057.00 8.070 7/1/16 30/360
349 OH 1,676,936.00 1,641,993.00 8.070 2/1/16 30/360
352 FL 1,622,868.00 1,617,476.00 7.590 2/1/17 30/360
359 VA 1,597,003.00 1,564,682.00 9.125 9/1/16 30/360
361 GA 1,533,030.00 1,522,289.00 8.500 12/1/16 30/360
362 MD 1,531,796.00 1,521,433.00 8.250 5/1/17 30/360
365 NJ 1,543,168.00 1,512,548.00 8.875 8/1/16 30/360
372 FL 1,486,408.00 1,481,593.00 7.625 1/1/17 30/360
373 WI 1,472,000.00 1,471,674.00 9.550 10/1/22 Act/360
377 OH 1,454,665.00 1,425,622.73 7.930 9/1/16 30/360
382 VA 1,418,084.00 1,389,123.00 9.125 8/1/16 30/360
384 MI 1,364,026.00 1,361,668.00 7.920 9/1/17 30/360
385 VA 1,373,132.00 1,358,280.00 9.000 3/1/17 30/360
387 VA 1,352,057.00 1,341,130.00 8.791 2/1/17 30/360
388 VA 1,348,886.00 1,334,164.00 9.000 2/1/17 30/360
398 GA 1,233,982.00 1,214,497.00 8.375 8/1/16 30/360
405 GA 1,147,105.00 1,128,992.00 8.375 8/1/16 30/360
412 GA 975,307.00 974,025.00 8.125 8/1/17 30/360
415 VA 933,486.00 920,048.00 9.000 10/1/16 30/360
417 SC 923,436.00 916,074.00 8.830 3/1/17 30/360
------------------------------------------------------------------------------------------------------------------------------------
Totas: 69,978,431.00 69,018,770.00
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
EXHIBIT Q
EXCEPTIONS TO CLAUSE XLVIII(A) OF SCHEDULE I
SCHEDULE OF PAYMENT RESERVE WITHHELD AT CLOSING TO BE APPLIED TO P&I AFTER
EXPIRATION OF THE LEASE
# OF MTHS PAYMENT FUNDED
CONTROL # TENANT LOCATION RESERVE PER MTH RESERVE
--------------------------------------------------------------------------------------------------------------------
340 Rite Aid of Michigan West Branch, MI 3 $13,306.39 $39,919.17
298 Rite Aid of Michigan Bay City, MI 4 $16,310.43 $65,241.72
334 Rite Aid of Michigan Saginaw, MI 3 $13,938.29 $41,814.87
303 Rite Aid of Michigan Essexville, MI 6 $10,574.93 $63,449.58
324 Rite Aid of Michigan Jenison, MI 4 $14,935.45 $59,741.80
382 Revco Discount Drug Centers, Inc. Portsmouth, VA 1 $13,944.80 $13,944.80
347 Revco Discount Drug Centers, Inc. Norfolk, VA 1 $15,208.19 $15,208.19
415 Revco Discount Drug Centers, Inc. Chase City, CA 1 $ 8,841.98 $ 8,841.98
359 Revco Discount Drug Centers, Inc. Norfolk, VA 1 $15,989.40 $15,989.40
417 Revco Discount Drug Centers, Inc. ▇▇▇▇▇ Hills, SC 1 $ 8,632.98 $ 8,632.98
388 Revco Discount Drug Centers, Inc. Newport News, VA 1 $12,641.33 $12,641.33
387 Revco Discount Drug Centers, Inc. Portsmouth, VA 1 $13,292.83 $13,292.83
385 Revco Discount Drug Centers, Inc. Virginia Beach, VA 1 $13,466.66 $13,446.66
362 Revco Discount Drug Centers, Inc. Baltimore, MD 1 $13,561.39 $13,561.39
Total $ 385,727
SCHEDULE OF BALLOON LOANS
LOAN
CONTROL REMAIN ORIG CUTOFF
NUMBER PROPERTY NAME TERM DSCR LTV LTV
----------------------------------------------------------------------------------------------------
124 ▇▇▇▇▇▇▇▇▇'▇, Inc. - ▇▇▇▇▇-▇▇▇▇▇▇▇ 238 1.003 95.5% 95.5%
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ 1.090 89.6% 89.6%
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇ 1.090 90.1% 90.1%
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ 1.003 93.3% 93.3%
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 1.050 96.6% 96.6%
298 Rite Aid - Bay City 240 1.009 100.0% 100.0%
303 Rite Aid - Essexville 240 1.009 99.8% 99.8%
324 Rite Aid - Jenison 240 1.008 100.0% 100.0%
334 Rite Aid - Saginaw 240 1.007 100.0% 100.0%
340 Rite Aid - West Branch 240 1.006 100.0% 100.0%
LOAN
CONTROL FINAL SCHEDULED CURRENT LOAN BALLOON
NUMBER MATURITY DATE AMOUNT BALLOON AMOUNT LTV
-----------------------------------------------------------------------------------
124 09/01/17 $ 5,158,010 $ 1,898,993.44 35.2%
47 07/01/19 $ 9,763,390 $ 2,588,138.07 23.7%
50 07/01/19 $ 9,459,973 $ 2,507,706.38 23.9%
16 08/01/12 $ 20,078,226 $ 5,172,877.19 24.0%
11 06/01/17 $ 24,140,144 $ 9,335,742.65 37.3%
298 11/01/17 $ 2,159,314 $ 755,486.65 35.0%
303 11/01/17 $ 2,114,985 $ 739,976.21 34.9%
324 11/01/17 $ 1,974,110 $ 690,691.00 35.0%
334 11/01/17 $ 1,839,795 $ 643,696.15 35.0%
340 11/01/17 $ 1,754,680 $ 613,916.13 35.0%
Total $ 78,442,626 $24,947,223.87
Total Pool $2,243,883,409
Balloon % Pool 3.50%
EXHIBIT R
EXCEPTIONS TO CLAUSE XLVIII(B) OF SCHEDULE I
EXHIBIT R
Monetary Obligations
============================================================================================================
ENGINEERING
DEFERRED
MAINTENANCE
FUMC LOAN ESCROW ($) @
NUMBER FU CONTROL # PROPERTY NAME AS OF DATE CLOSE
--------- ------------ ------------- ---------- ------------
805114067 11 Office Depot - Delray Beach 10/29/97 $ 825.00
805114048 16 Hartford Fire - Farmington 10/29/97 $ --
805096318 73 Walmart - ▇▇▇▇▇ 10/29/97 $ --
805113272 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇ 10/29/97 $23,207.50
805114158 124 Albertson't, Inc. - ▇▇▇▇▇-▇▇▇▇▇▇▇ 10/29/97 $ --
805114015 ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇. - ▇▇▇▇▇▇▇ 10/29/97 $15,341.25
805113973 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ 10/29/97 $ 6,250.00
805113970 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ 10/29/97 $10,625.00
805113971 196 Bally Total Fitness - Indianapolis 10/29/97 $ 6,437.50
805113990 228 Walgreen Company - San Francisco 10/29/97 $ --
805114129 ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ 10/29/97 $ --
805113989 283 Thrifty-Payless - Corona del Mar 10/29/97 $ --
805114094 298 Rite-Aid - Bay City 10/29/97 $ --
805114091 303 Rite-Aid - Essexville 10/29/97 $ 250.00
805114013 328 Rite-Aid - ▇▇▇▇▇▇-▇▇▇▇▇ 10/29/97 $ --
805051188 330 Rite-Aid - Cleveland 10/29/97 $ --
805114092 324 Rite-Aid - Jenison 10/29/97 $ 250.00
805036324 336 Rite-Aid - Carterville 10/29/97 $ --
805114093 334 Rite-Aid - Saginaw 10/29/97 $ 250.00
805051198 342 Rite-Aid - Liberty Township 10/29/97 $ --
805114095 340 Rite-Aid - West Branch 10/29/97 $ --
805051190 346 Rite-Aid - Ashtabule (2) 10/29/97 $ --
805096279 347 Revco - Norfolk (2) 10/29/97 $ --
805051172 348 Rite-Aid - Jefferson 10/29/97 $ --
805051191 349 Rite-Aid - Ashtabule (1) 10/29/97 $ --
805051097 359 Revco - Norfolk (1) 10/29/97 $ --
805096404 362 Revco - Dundalk 10/29/97 $ --
805051137 365 Rite-Aid - Barnegat Twp. Ocean County 10/29/97 $ --
805114161 ▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ 10/29/97 $ --
805051199 377 Rite-Aid - ▇▇▇▇▇▇ Falls 10/29/97 $ --
805051098 382 Revco - Portsmouth (2) 10/29/97 $ --
805114040 384 Rite-Aid - Perry 10/29/97 $ --
805095379 385 Revco - Virginia Beach 10/29/97 $ --
805096377 387 Revco - Portsmouth (1) 10/29/97 $ --
805096376 388 Revco - Newport News 10/29/97 $ --
805114066 385 Revco - Akron 10/29/97 $ --
805051170 394 Rite-Aid - Portage 10/29/97 $ --
805051183 397 Rite-Aid - New Bethlehem 10/29/97 $ --
805096323 398 Rite-Aid - Folkston 10/29/97 $ --
805051186 402 Rite-Aid - Craigville 10/29/97 $ --
805096380 403 Orleans CVS, Inc. - Orleans 10/29/97 $10,000.00
805051169 404 Rite-Aid - Latrobe 10/29/97 $ --
805096321 405 Rite-Aid - Homerville 10/29/97 $ --
805051185 409 Rite-Aid - Glenville 10/29/97 $ --
805114037 412 Sunbelt Rentals - Savannah 10/29/97 $ --
805114030 416 Sunbelt Rentals - Kennesaw 10/29/97 $ --
805096278 415 Revco - Chase City 10/29/97 $ --
805096378 417 Revco - ▇▇▇▇▇ ▇▇▇▇ 10/29/97 $ --
============================================================================================================
==============================================================================================
ANNUAL
CAPTURED INITIAL
REPLACEMENT REPLACEMENT AGGREGATE MONTHLY
FUMC LOAN RESERVE PER RESERVES ENVIRONMENTAL MONTHLY INSURANCE
NUMBER SQUARE FOOT DEPOSIT UPFRONT ESCROW @ CLOSE TAX ESCROW ESCROW
--------- ----------- --------------- -------------- ---------- ---------
805114067 $ -- $ -- $ -- $ -- $ --
805114048 $ 0.10 $ -- $ -- $ -- $ --
805096318 $ -- $ 12,936.70 $ -- $ -- $ --
805113272 $ -- $ -- $ -- $ -- $ --
805114158 $ 0.30 $ 20,000.00 $ -- $ -- $ --
805114015 $ -- $ -- $ 21,875.00 $ -- $ --
805113973 $ -- $ -- $ -- $ -- $ --
805113970 $ -- $ -- $ -- $ -- $ --
805113971 $ -- $ -- $ -- $ -- $ --
805113990 $ 0.15 $ -- $ -- $ -- $ --
805114129 $ 0.20 $ -- $ -- $ -- $ --
805113989 $ 0.15 $ -- $ -- $ -- $ --
805114094 $ 0.30 $ -- $ -- $ -- $ --
805114091 $ 0.30 $ -- $ -- $ -- $ --
805114013 $ 0.28 $ -- $ -- $ -- $ --
805051188 $ 0.10 $ -- $ -- $ -- $ --
805114092 $ 0.30 $ -- $ -- $ -- $ --
805036324 $ 0.15 $ -- $ -- $ -- $ --
805114093 $ 0.30 $ -- $ -- $ -- $ --
805051198 $ 0.10 $ -- $ -- $ -- $ --
805114095 $ 0.30 $ -- $ -- $ -- $ --
805051190 $ 0.10 $ -- $ -- $ -- $ --
805096279 $ 0.15 $ 37,193.60 $ 15,625.00 $ 663.81 $ 356.50
805051172 $ 0.10 $ -- $ -- $ -- $ --
805051191 $ 0.10 $ -- $ -- $ -- $ --
805051097 $ 0.15 $ 37,666.40 $ -- $ 511.42 $ 358.18
805096404 $ 0.15 $ 37,508.80 $ -- $ 298.32 $ 335.84
805051137 $ 0.10 $ -- $ -- $ -- $ --
805114161 $ 0.20 $ -- $ -- $ -- $ --
805051199 $ 0.10 $ -- $ -- $ -- $ --
805051098 $ 0.15 $ 37,508.80 $ -- $ 866.42 $ 334.18
805114040 $ 0.15 $ -- $ -- $ -- $ --
805095379 $ 0.15 $ -- $ -- $ 771.68 $ 336.00
805096377 $ 0.15 $ -- $ -- $ 897.25 $ 358.66
805096376 $ 0.15 $ -- $ -- $ 166.76 $ 335.34
805114066 $ 0.15 $ -- $ -- $ 172.26 $ 964.66
805051170 $ 0.10 $ -- $ -- $ -- $ --
805051183 $ 0.10 $ -- $ -- $ -- $ --
805096323 $ 0.15 $ -- $ -- $ -- $ --
805051186 $ 0.20 $ -- $ -- $ -- $ --
805096380 $ -- $ -- $ 9,506.25 $ -- $ --
805051169 $ 0.10 $ -- $ -- $ -- $ --
805096321 $ 0.15 $ -- $ -- $ -- $ --
805051185 $ 0.20 $ -- $ -- $ -- $ --
805114037 $ 0.20 $ -- $ -- $ -- $ --
805114030 $ 0.20 $ -- $ -- $ -- $ --
805096278 $ 0.15 $ -- $ -- $ 98.23 $ 325.00
805096378 $ 0.15 $ -- $ -- $ 94.24 $ 323.32
==============================================================================================
EXHIBIT S
EXCEPTIONS TO CLAUSE XLVIII(C) OF SCHEDULE I
See Exhibit T.
EXHIBIT T
EXCEPTIONS TO CLAUSE XLVIII(D) OF SCHEDULE I
On File With Trustee.
EXHIBIT U
EXCEPTIONS TO CLAUSE XLVIII(U) OF SCHEDULE I
See Exhibit T.
EXHIBIT V
EXCEPTIONS TO CLAUSE XLVIII(G) OF SCHEDULE I
Revco - Akron
Hammet - Cartersville
EXHIBIT W
EXCEPTIONS TO CLAUSE XLVIII(H) OF SCHEDULE I
Exhibit W
General Indemnitee Exception
However, the lease contains a clause, which allows the Landlord to cure any
default by the Tenant and obtain reimbursement for such costs, which is very
similar to an indemnification.
CONTROL # PROPERTY NAME
--------- -------------
73 Walmart-▇▇▇▇▇
EXHIBIT X
EXCEPTIONS TO CLAUSE XLVIII(I) OF SCHEDULE I
Exhibit X
General Indemnitee Exception
The Tenant is however responsible for removal and abatement of any hazardous
materials on the property resulting from the Tenant's use.
CONTROL # PROPERTY NAME
--------- -------------
386 Revco - Akron
415 Revco - Chase City
362 Revco - ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇
387 Revco - Newport News
359 Revco - Norfolk (Garden Rd.)
347 Revco - Norfolk (Tidewater)
388 Revco - Portsmouth (Airline Dr.)
382 Revco - Portsmouth (Victory Blvd.)
385 Revco - Virginia Beach
▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇.)
346 Rite Aid - Ashtabula (W. Prospect)
330 Rite Aid - Cleveland
303 Rite Aid - Essexville
409 Rite Aid - Glenville
348 Rite Aid - Jefferson
324 Rite Aid - Jenison
404 Rite Aid - Latrobe
342 Rite Aid - Liberty Twp
397 Rite Aid - New Bethlehem
377 Rite Aid - ▇▇▇▇▇▇ Falls
383 Rite Aid - Perry
394 Rite Aid - Portage
340 Rite Aid - West Branch
283 Thrifty Payless - Corona del Mar
EXHIBIT Y
EXCEPTIONS TO CLAUSE XLVIII(J) OF SCHEDULE I
Exhibit Y
Exceptions to Guaranty of Payment
CONTROL # PROPERTY NAME LEASE GUARANTOR
--------- ------------- ---------------
416 Sunbelt Rentals - Kennesaw Ashtead Group, PLC
412 Sunbelt Rentals - Savannah Ashtead Group, PLC
These Guarantees Guaranty Collection
EXHIBIT Z
LIST OF LEASE GUARANTORS
Exhibit Z
Lease Guarantors
(Rep___________)
(Guarantees)
CONTROL # PROPERTY NAME LEASE GUARANTOR
--------- ------------- ---------------
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
73 ` Wal-Mart Wal-Mart Stores, Inc.
117 Bally's - Bloomington Bally's Total Fitness Holding Corporation, Inc.
166 Bally's - Cincinnati Bally's Total Fitness Holding Corporation, Inc.
▇▇▇ ▇▇▇▇▇'▇ - ▇▇▇▇▇▇▇▇▇ Bally's Total Fitness Holding Corporation, Inc.
196 Bally's - Indianapolis Bally's Total Fitness Holding Corporation, Inc.
328 Rite Aid - ▇▇▇▇▇▇ Barre Rite Aid Corporation
365 Rite Aid - Barnegat Rite Aid Corporation
384 Rite Aid - Perry Rite Aid Corporation
386 Revco - Akron Revco D. S., Inc.
402 Rite Aid - Craigsville Rite Aid Corporation
403 Orleans CVS CVS Corporation
409 Rite Aid - Glenville Rite Aid Corporation
439 Rite Aid - Ashtabula (1) - Lake Ave. Rite Aid Corporation
446 Rite Aid - Ashtabula (2) - W. Prospect Rite Aid Corporation
330 Rite Aid - Cleveland Rite Aid Corporation
348 Rite Aid - Jefferson Rite Aid Corporation
377 Rite Aid - ▇▇▇▇▇▇ Falls Rite Aid Corporation
342 Rite Aid - Liberty Township Rite Aid Corporation
397 Rite Aid - New Bethlehem Rite Aid Corporation
404 Rite Aid - Latrobe Rite Aid Corporation
397 Rite Aid - Portage Rite Aid Corporation
336 Rite Aid - Cartersville Rite Aid Corporation
398 Rite Aid - Folkston Rite Aid Corporation
405 Rite Aid - Homerville Rite Aid Corporation
303 Rite Aid - Essexville Rite Aid Corporation
324 Rite Aid - Jenison Rite Aid Corporation
334 Rite Aid - Saginaw Rite Aid Corporation
298 Rite Aid - Bay City Rite Aid Corporation
340 Rite Aid - West Branch Rite Aid Corporation
382 Revco - Portsmouth (2) - Victory Revco D. S., Inc.
359 Revco - Norfolk (1) - Azalea Revco D. S., Inc.
415 Revco - Chase City Revco D. S., Inc.
347 Revco - Norfolk (2) - Tidewater Revco D. S., Inc.
417 Revco - ▇▇▇▇▇ ▇▇▇▇ Revco D. S., Inc.
388 Revco - Newport News Revco D. S., Inc.
387 Revco - Portsmouth (1) - Airline Revco D. S., Inc.
385 Revco - ▇▇▇▇▇▇▇ Beach Revco D. S., Inc.
362 Revco - Dundalk Revco D. S., Inc.
412 Sunbelt Rentals - Savannah Ashtead Group, PLC
416 Sunbelt Rentals - Kennesaw Ashtead Group, PLC