EXHIBIT 99.2
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is
dated and effective as of February 1, 2007, between Bank of America, National
Association, as seller (the "Seller" or "Bank of America"), and Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or "BACM").
The Seller desires to sell, assign, transfer and otherwise convey to
the Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Schedule I (the
"Mortgage Loan Schedule"), except that the Seller will retain the master
servicing rights (the "Servicing Rights") with regard to the Mortgage Loans in
its capacity as Master Servicer (as defined below) and shall enter into certain
Sub-Servicing Agreements with Sub-Servicers, all as contemplated in the Pooling
and Servicing Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of: (i) the
Mortgage Loans; (ii) certain mortgage loans transferred by Eurohypo AG, New York
Branch ("Eurohypo") to the Purchaser pursuant to a mortgage loan purchase and
sale agreement, dated as of the date hereof, between Eurohypo and the Purchaser;
and (iii) one mortgage loan co-originated by Bank of America, National
Association and Eurohypo AG, New York Branch (the "Skyline Portfolio Loan"), for
which each of Bank of America and Eurohypo transferred their respective 50%
interest in such mortgage loan to the Purchaser pursuant to a mortgage loan
purchase and sale agreement, dated as of the date hereof, among Bank of America,
Eurohypo and the Purchaser, to a trust (the "Trust") created pursuant to the
Pooling and Servicing Agreement (as defined below). Beneficial ownership of the
assets of the Trust (such assets collectively, the "Trust Fund") will be
evidenced by a series of commercial mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Fitch,
Inc. and/or Xxxxx'x Investors Service, Inc. (together, the "Rating Agencies").
Certain classes of the Certificates (the "Offered Certificates") will be
registered under the Securities Act of 1933, as amended (the "Securities Act").
The Trust will be created and the Certificates will be issued pursuant to a
pooling and servicing agreement to be dated as of February 1, 2007 (the "Pooling
and Servicing Agreement"), among BACM, as depositor, Bank of America, National
Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer"), and LaSalle Bank National
Association, as trustee (in such capacity, the "Trustee") and as REMIC
administrator. Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
BACM intends to sell the Offered Certificates to Banc of America
Securities LLC ("BAS"), Citigroup Global Markets Inc. ("Citigroup"), Commerzbank
Capital Markets Corp. ("Commerz") and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("Xxxxxxx Xxxxx" and, collectively with BAS, Citigroup and Commerz,
the "Underwriters") pursuant to an underwriting agreement, dated as of February
15, 2007 (the "Underwriting Agreement"). BACM intends to place the remaining
Classes of Certificates (the "Non-Offered Certificates") through BAS, as
placement agent (in such capacity, the "Placement Agent"), pursuant to a private
placement agency agreement, dated as of February 15, 2007 (the "Private
Placement Agency Agreement"), among BACM and BAS. The Offered Certificates are
more fully described in the prospectus dated February 15, 2007 (the "Base
Prospectus"), and the supplement to the Base Prospectus dated February 15, 2007
(the "Prospectus Supplement"; and, together with the Base Prospectus, the
"Prospectus"), as each may be amended or supplemented at any time hereafter. The
privately offered Non-Offered Certificates are more fully described in a private
placement memorandum, dated February 15, 2007 (the "Memorandum"), as it may be
amended or supplemented at any time hereafter.
The Seller will indemnify the Underwriters, the Placement Agent and
certain related parties with respect to certain disclosure regarding the
Mortgage Loans and contained in the Prospectus, the Memorandum and certain other
disclosure documents and offering materials relating to the Certificates,
pursuant to an indemnification agreement, dated as of February 1, 2007 (the
"Indemnification Agreement"), among the Seller, the Purchaser, the Underwriters
and the Placement Agent.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans. The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The purchase price for the Mortgage Loans
shall be an amount agreed upon by the parties in a separate writing, which
amount shall be payable on or about February 27, 2007 in immediately available
funds. The Purchaser shall be entitled to all interest accrued on the Mortgage
Loans on and after the Cut-off Date and all principal payments received on the
Mortgage Loans after the Cut-off Date except for principal and interest payments
due and payable on the Mortgage Loans on or before the Cut-off Date, which shall
belong to the Seller.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction of the other
conditions set forth herein, the Seller will transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
and conditions of this Agreement, all the right, title and interest of the
Seller in and to the Mortgage Loans (other than the Servicing Rights), including
without limitation all principal and interest due on or with respect to the
Mortgage Loans after the Cut-off Date, together with Bank of America's right,
title and interest in and to any related insurance policies and all other
documents in the related Mortgage Files.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong and be promptly remitted to the Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement, the Seller
shall deliver or cause to be delivered to the Purchaser or, if so directed by
the Purchaser, to the Trustee or a custodian designated by the Trustee (a
"Custodian"), the documents, instruments and agreements required to be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling and Servicing
Agreement, and meeting all the requirements of such Section 2.01, and such other
documents, instruments and agreements as the Purchaser or the Trustee shall
reasonably request.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered to the Trustee the Mortgage File for each Mortgage Loan.
All Mortgage Files delivered prior to the Closing Date will be held by the
Trustee in escrow at all times prior to the Closing Date. Each Mortgage File
shall contain the documents set forth in the definition of Mortgage File under
the Pooling and Servicing Agreement.
(e) If the Seller is unable to deliver or cause the delivery of any
original Mortgage Note, it may deliver a copy of such Mortgage Note, together
with a lost note affidavit, and indemnity, and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2(c). If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi), (viii) and (x) of the definition of "Mortgage File"
in the Pooling and Servicing Agreement, with evidence of recording or filing (if
applicable, and as the case may be) thereon, solely because of a delay caused by
the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as the case may be, so long as a copy of
such document or instrument, certified by the Seller as being a copy of the
document deposited for recording or filing, has been delivered, and then subject
to the requirements of Section 4(d), the delivery requirements of Section 2(c)
shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the related Mortgage File. If the
Seller cannot or does not so deliver, or cause to be delivered, as to any
Mortgage Loan, the original of any of the documents and/or instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in the Pooling
and Servicing Agreement, because such document or instrument has been delivered
for recording or filing, as the case may be, then subject to Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been
included in the related Mortgage File. If the Seller cannot so deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely because such
policy has not yet been issued, the delivery requirements of Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing item shall
be deemed to have been included in the related Mortgage File; provided that the
Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on
or before the Closing Date, a binding commitment for title insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related title company
or its authorized agent.
(f) [Reserved].
(g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the direction of the
Depositor to the Trustee for the benefit of the Certificateholders any and all
rights it may have with respect to representations and warranties made by a
third party originator with respect to any Mortgage Loan under the mortgage loan
purchase agreement between the Seller and such third party originator that
originated such Mortgage Loan pursuant to which the Seller originally acquired
such Mortgage Loan from such third party originator.
(h) If and when the Seller is notified of or discovers any error in
the Mortgage Loan Schedule attached to this Agreement as to which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and
distribute such amended Mortgage Loan Schedule to the parties to the Pooling and
Servicing Agreement; provided, however, the correction or amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure of a Material
Breach.
(i) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the Mortgage
Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration referred to in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall reasonably cooperate with an examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of such Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any other specified
beneficiary's) right to pursue any remedy available hereunder for a breach of
the Seller's representations and warranties set forth in Section 4, subject to
the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to and for the benefit
of the Purchaser as of the Closing Date that:
(i) Eurohypo is duly licensed and authorized to transact business in
the State of New York as a branch of a foreign bank under Article V of the
Banking Law of the United States.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance of Seller's obligations under this Agreement, will not
violate the Seller's organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, which default or breach, in the Seller's good faith and
commercially reasonable judgment is likely to affect materially and
adversely either the ability of the Seller to perform its obligations
under this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter into and
perform its obligations under this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws affecting
the enforcement of creditors' rights generally and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which if determined adversely to the Seller
would prohibit the Seller from entering into this Agreement, or in the
Seller's good faith and reasonable judgment, would be likely to materially
and adversely affect either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Seller of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings and recordings of Mortgage Loan documents and assignments thereof
that are contemplated by the Pooling and Servicing Agreement to be
completed after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date (or as of
such other dates specifically provided in the particular representation and
warranty), with respect to (and solely with respect to) each Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller thereof in writing
and request that the Seller correct or cure such Material Breach or Material
Document Defect. Within 90 days of the earlier of discovery or receipt of
written notice by the Seller that there has been a Material Breach or a Material
Document Defect (such 90-day period, the "Initial Resolution Period"), the
Seller shall (i) cure such Material Breach or Material Document Defect, as the
case may be, in all material respects or (ii) repurchase each affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related Purchase
Price in accordance with the terms hereof and, if applicable, the terms of the
Pooling and Servicing Agreement, with payment to be made in accordance with the
reasonable directions of the Purchaser; provided that if the Seller certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such Material Breach or Material Document Defect, as the case may
be, does not and will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, (ii)
that such Material Breach or Material Document Defect, as the case may be, is
capable of being corrected or cured but not within the applicable Initial
Resolution Period, (iii) that the Seller has commenced and is diligently
proceeding with the cure of such Material Breach or Material Document Defect, as
the case may be, within the applicable Initial Resolution Period, and (iv) that
the Seller anticipates that such Material Breach or Material Document Defect, as
the case may be, will be corrected or cured within an additional period not to
exceed the Resolution Extension Period (as defined below), then the Seller shall
have an additional period equal to the applicable Resolution Extension Period to
complete such correction or cure or, failing such, to repurchase the Defective
Mortgage Loan; and provided, further, if the Seller's obligation to repurchase
any Defective Mortgage Loan as a result of a Material Breach or Material
Document Defect arises within the three-month period commencing on the Closing
Date (or within the two-year period commencing on the Closing Date if the
Defective Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective Mortgage Loan (but, in any event, no later than such repurchase
would have to have been completed), (i) replace such Defective Mortgage Loan
with one or more substitute mortgage loans that individually and collectively
satisfy the requirements of the definition of "Qualifying Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding Substitution Shortfall Amount, such substitution and payment to be
effected in accordance with the terms of the Pooling and Servicing Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan shall be on a
whole loan, servicing released basis. The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or
Material Document Defect, but if the Seller discovers a Material Breach or
Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
For purposes of this Section 4(c), "Resolution Extension Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect to
any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the
applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution
Period and (ii) the 45th day following receipt by the Seller of written
notice from the Master Servicer or the Special Servicer of the occurrence
of any Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(iii) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a not a Specially Serviced Loan as of
the commencement of the applicable Initial Resolution Period, but as to
which a Servicing Transfer Event occurs during such Initial Resolution
Period, the period commencing at the end of the applicable Initial
Resolution Period and ending on, and including, the 90th day following
receipt by the Seller of written notice from the Master Servicer or the
Special Servicer of the occurrence of such Servicing Transfer Event; and
(iv) for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, zero days;
provided, however, if the Seller did not receive written notice from the
Master Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of the commencement of the applicable Initial Resolution Period,
then such Servicing Transfer Event shall be deemed to have occurred during
such Initial Resolution Period and the immediately preceding clause (iii)
of this definition will be deemed to apply.
In addition, the applicable Seller shall have an additional 90 days
to cure such Material Document Defect or Material Breach, provided that the
Seller has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach and such failure to cure is solely the result
of a delay in the return of documents from the local filing or recording
authorities.
If one or more of the Mortgage Loans constituting a
Cross-Collateralized Group are the subject of a Breach or Document Defect, then,
for purposes of (i) determining whether such Breach or Document Defect is a
Material Breach or Material Document Defect, as the case may be, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.
If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (that provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable Material Breach or Material
Document Defect does not constitute a Material Breach or Material Document
Defect, as the case may be, as to any related Cross-Collateralized Mortgage Loan
or applies to only specific Mortgaged Properties included in such portfolio
(without regard to this paragraph), then the applicable Material Breach or
Material Document Defect (as the case may be) will be deemed to constitute a
Material Breach or Material Document Defect (as the case may be) as to any
related Cross-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Seller shall repurchase or substitute for any
related Cross-Collateralized Mortgage Loan in the manner described above unless,
in the case of a Material Breach or Material Document Defect, both of the
following conditions would be satisfied if the Seller were to repurchase or
substitute for only the affected Cross-Collateralized Mortgage Loans or affected
Mortgaged Properties as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph: (i) the debt service coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties for the four calendar quarters immediately preceding the repurchase
or substitution is not less than the greater of (a) the debt service coverage
ratio immediately prior to the repurchase, (b) the debt service coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and (c) 75%. In the
event that both of the conditions set forth in the preceding sentence would be
satisfied, the Seller may elect either to repurchase or substitute for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties as to which
the Material Breach or Material Document Defect exists or to repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or Mortgaged
Properties.
To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property in the manner
prescribed above while the Trustee continues to hold any related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan, forbear from
enforcing any remedies against the other's Primary Collateral (as defined
below), but each is permitted to exercise remedies against the Primary
Collateral securing its respective affected Cross-Collateralized Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Cross-Collateralized Mortgage Loans or
Mortgaged Properties held by such party, then both parties shall forbear from
exercising such remedies until the related Mortgage Loan documents can be
modified to remove the threat of impairment as a result of the exercise of
remedies. "Primary Collateral" shall mean the Mortgaged Property directly
securing a Cross-Collateralized Mortgage Loan excluding, however, any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
cross-collateralization of such loans.
Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan as contemplated by this Section 4(c), the Seller shall (i) deliver
the related Mortgage File for each such substitute mortgage loan to the
Purchaser or its designee, (ii) certify that such substitute mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case may be, all of
the requirements of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such certification
to the Purchaser or its designee. No mortgage loan may be substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which
case, absent correction or cure, in all material respects, of the relevant
Material Breach or Material Document Defect, the Defective Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on or prior to
the related date of repurchase or replacement, shall belong to the Purchaser and
its successors and assigns. Monthly Payments due with respect to each
Replacement Mortgage Loan (if any) on or prior to the related date of
substitution, and Monthly Payments due with respect to each Defective Mortgage
Loan (if any) after the related date of repurchase or replacement, shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 4, the Seller shall amend the Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the Defective
Mortgage Loan and, if applicable, the substitution of the related Replacement
Mortgage Loan(s) and shall forward such amended schedule to the Purchaser.
Except as set forth in Section 4(f), it is understood and agreed that the
obligations of the Seller set forth in this Section 4(c) to cure a Material
Breach or a Material Document Defect or repurchase or replace the related
Defective Mortgage Loan(s), constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect. In addition, any
failure of Bank of America or Eurohypo to honor its obligations under the
related mortgage loan purchase and sale agreement in respect of the Skyline
Portfolio Loan shall not increase the liability or obligations of the Seller
hereunder.
It shall be a condition to any repurchase or replacement of a Defective
Mortgage Loan by the Seller pursuant to this Section 4(c) that the Purchaser
shall have executed and delivered such instruments of transfer or assignment
then presented to it by the Seller, in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Defective Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto), to the extent that such
ownership interest was transferred to the Purchaser hereunder.
(d) Subject to the specific delivery requirements set forth in the
Pooling and Servicing Agreement, if the Seller cannot deliver on the Closing
Date any document that is required to be part of the Mortgage File for any
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain, and deliver
to the Purchaser or its designee, all documents missing from such Mortgage
File that were required to be delivered by the Seller;
(ii) the Seller shall provide the Purchaser with periodic reports
regarding its efforts to complete such Mortgage File, such reports to be
made on the 90th day following the Closing Date and every 90 days
thereafter until the Seller has delivered to the Purchaser or its designee
all documents required to be delivered by the Seller as part of such
Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its designee
of any notice of any remaining deficiencies to such Mortgage File as of
the 90th day following the Closing Date, the Seller shall reconfirm its
obligation to complete such Mortgage File and to correct all deficiencies
associated therewith, and, if it fails to do so within 45 days after its
receipt of such notice, the Seller shall deliver to the Purchaser or its
designee a limited power of attorney (in a form reasonably acceptable to
the Seller and the Purchaser) permitting the Purchaser or its designee to
execute all endorsements (without recourse) and to execute and, to the
extent contemplated by the Pooling and Servicing Agreement, record all
instruments or transfer and assignment with respect to the subject
Mortgage Loan, together with funds reasonably estimated by the Purchaser
to be necessary to cover the costs of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties under
the Pooling and Servicing Agreement for any out-of-pocket costs and
expenses resulting from the Seller's failure to deliver all documents
required to be part of such Mortgage File; and
(v) the Seller shall otherwise use commercially reasonable efforts
to cooperate with the Purchaser and any parties under the Pooling and
Servicing Agreement in any remedial efforts for which a Document Defect
with respect to such Mortgage File would otherwise cause a delay.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any serviced Companion Loan that is deposited into another
securitization, the depositor for such other securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining to
information required by Regulation AB attached to the Pooling and Servicing
Agreement, within the time periods set forth in Article XI of the Pooling and
Servicing Agreement.
(f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section 3.08(a) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto,
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor and the Master Servicer or the Special Servicer, as applicable, has
requested that the related Mortgagor pay such fees and expenses and such
Mortgagor refuses to do so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or
body is required for the consummation by the Purchaser of the transactions
contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained and those filings and
registrations that previously have been completed, and except for those
filings of Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after
the Closing Date.
(iii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this agreement by the
Purchaser, will not violate the Purchaser's certificate of incorporation
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(vi) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Purchaser's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the Purchaser
has received service of process or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and their
affiliates, that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans or the consummation of any
of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Ernst & Young LLP (the
"Accountants") in making available all information and taking all steps
reasonably necessary to permit the Accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at 10:00 a.m., Charlotte
time, on the Closing Date.
The Closing shall be subject to each of the following conditions,
which can only be waived or modified by mutual consent of the parties hereto.
(i) All of the representations and warranties of the Seller and of
the Purchaser specified in Sections 4 and 5 hereof shall be true and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and reasonably
acceptable to the Purchaser and Seller, shall be duly executed and
delivered by all signatories as required pursuant to the respective terms
thereof;
(iii) The Seller shall have delivered and released to the Purchaser,
the Trustee or a Custodian, or the Master Servicer shall have received to
hold in trust pursuant to the Pooling and Servicing Agreement, as the case
may be, all documents and funds required to be so delivered pursuant to
Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(vi) The Seller (or an affiliate thereof) shall have paid or agreed
to pay all fees, costs and expenses payable to the Purchaser or otherwise
pursuant to this Agreement; and
(vii) Neither the Private Placement Agency Agreement nor the
Underwriting Agreement shall have been terminated in accordance with its
terms.
Both parties agree to use their commercially reasonable best efforts
to perform their respective obligations hereunder in a manner that will enable
the Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents.
(a) The Closing Documents shall consist of the following, and can
only be waived and modified by mutual consent of the parties hereto:
(b) This Agreement, duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement, duly executed and delivered
by the Purchaser and all the other parties thereto; and
(c) An Officer's Certificate executed by an authorized officer of
the Seller, in his or her individual capacity, and dated the Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Comptroller of the Currency, dated not earlier than 30 days prior to the Closing
Date; and
(e) A certificate of the Seller, executed by an executive officer or
authorized signatory of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Placement Agent may rely to the effect
that (i) the representations and warranties of the Seller in the Agreement are
true and correct in all material respects at and as of the date hereof with the
same effect as if made on the date hereof, and (ii) the Seller has, in all
material respects, complied with all the agreements and satisfied all the
conditions on its part required under the Agreement to be performed or satisfied
at or prior to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser, the
Underwriters and the Placement Agent, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Trustee, the Placement Agent and each
Rating Agency; and
(g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of the
Certificates; and
(h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective
parties thereto; and
(j) One or more comfort letters from the Accountants dated the date
of any free writing prospectus, Prospectus Supplement and Memorandum,
respectively, and addressed to, and in form and substance acceptable to the
Purchaser and the Underwriters in the case of the free writing prospectus and
the Prospectus Supplement and to the Purchaser and the Placement Agent in the
case of the Memorandum stating in effect that, using the assumptions and
methodology used by the Purchaser, all of which shall be described in such
letters, they have recalculated such numbers and percentages relating to the
Mortgage Loans set forth in any free writing prospectus, the Prospectus
Supplement and the Memorandum, compared the results of their calculations to the
corresponding items in any free writing prospectus, the Prospectus Supplement
and the Memorandum, respectively, and found each such number and percentage set
forth in any free writing prospectus, the Prospectus Supplement and the
Memorandum, respectively, to be in agreement with the results of such
calculations.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with the
transactions contemplated hereunder (including without limitation, the issuance
of the Certificates as contemplated by the Pooling and Servicing Agreement)
shall be allocated and as set forth in a separate writing between the parties.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to Banc of America Commercial Mortgage Inc., 000
Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:
Xxxxxxx X. Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X.
Xxxxxxx, Esq., Assistant General Counsel, at Bank of America Corporate Center,
000 Xxxxx Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000 and to Xxxxx X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx
Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202), or such other
address as may hereafter be furnished to the Seller in writing by the Purchaser;
if to the Seller, addressed to Bank of America, National Association, 000 Xxxxx
Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx
X. Xxxxx, telecopy number: (000) 000-0000 (with copies to Xxxx X. Xxxxxxx, Esq.,
Assistant General Counsel, at Bank of America Corporate Center, 000 Xxxxx Xxxxx
Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and to Xxxxx
X. XxXxxx, Esq., Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 28202) or to such other addresses as may
hereafter be furnished to the Purchaser by the Seller in writing.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to the Trustee.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, the
Purchaser shall have the right to assign its rights and obligations under this
Agreement to the Trustee for the benefit of the Certificateholders. To the
extent of any such assignment, the Trustee or its designee (including, without
limitation, the Special Servicer) shall be deemed to be the Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce the
obligations of the Seller under this Agreement as contemplated by Section 2.03
of the Pooling and Servicing Agreement. In connection with the transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the Pooling and
Servicing Agreement, the Trustee, for the benefit of the Certificateholders, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be deemed to be the Purchaser
hereunder (but solely with respect to such Mortgage Loan that was transferred to
it). Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Seller, the Purchaser, and their permitted
successors and assigns.
SECTION 17. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller agreed
to be made hereby shall be, and be construed as a sale by the Seller of all of
the Seller's right, title and interest in and to the Mortgage Loans. It is,
further, not intended that such conveyance be deemed a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller, as the case may be. However, in the event that notwithstanding the
intent of the parties, the Mortgage Loans are held to be property of the Seller,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that, (i) this Agreement
shall also be deemed to be a security agreement within the meaning of Article 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; and (ii) the conveyance provided for in this
Section shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
(A) the Mortgage Notes, the Mortgages, any related insurance policies and all
other documents in the related Mortgage Files, (B) all amounts payable to the
holders of the Mortgage Loans in accordance with the terms thereof (other than
scheduled payments of interest and principal due on or before the Cut-off Date)
and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, whether in the
form of cash, instruments, securities or other property. The Seller and the
Purchaser shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement and the Pooling
and Servicing Agreement. In connection herewith, the Purchaser shall have all of
the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
SECTION 19. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case of each such
particular group of Mortgage Loans (each a "Cross-Collateralized Group"), by
their terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
referred to in this Section 19 shall be the property identified in the Mortgage
Loan Schedule as corresponding thereto. The provisions of this Agreement,
including without limitation, each of the representations and warranties set
forth in Schedule II hereto and each of the capitalized terms used but not
defined herein but defined in the Pooling and Servicing Agreement, shall be
interpreted in a manner consistent with this Section 19. In addition, if there
exists with respect to any Cross-Collateralized Group only one original of any
document referred to in the definition of "Mortgage File" in the Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Mortgage Loans in such Cross-Collateralized
Group shall be deemed an inclusion of such original in the Mortgage File for
each such Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall mean any
Mortgage Loan that is cross-collateralized and cross-defaulted with one or more
other Mortgage Loans.
SECTION 20. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement. This Agreement may not be modified, amended, waived or supplemented
except as provided herein.
SECTION 21. WAIVER OF TRIAL BY JURY.
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 22. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise materially adversely affect the Seller without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
BANK OF AMERICA, NATIONAL
ASSOCIATION
By:/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
BANC OF AMERICA COMMERCIAL
MORTGAGE INC.
By:/s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
Sequence Loan Number Loan Seller (1)
-------- ----------- --------------------------
1 0000000 Bank of America / Eurohypo
1.1 0000000 Bank of America / Eurohypo
1.2 0000000 Bank of America / Eurohypo
1.3 0000000 Bank of America / Eurohypo
1.4 0000000 Bank of America / Eurohypo
1.5 0000000 Bank of America / Eurohypo
1.6 0000000 Bank of America / Eurohypo
1.7 0000000 Bank of America / Eurohypo
1.8 0000000 Bank of America / Eurohypo
4 0000000 Bank of America
4.1 0000000 Bank of America
4.2 0000000 Bank of America
4.3 0000000 Bank of America
4.4 0000000 Bank of America
4.5 0000000 Bank of America
4.6 0000000 Bank of America
4.7 0000000 Bank of America
4.8 0000000 Bank of America
4.9 0000000 Bank of America
4.10 0000000 Bank of America
4.11 0000000 Bank of America
4.12 0000000 Bank of America
4.13 0000000 Bank of America
4.14 0000000 Bank of America
4.15 0000000 Bank of America
4.16 0000000 Bank of America
4.17 0000000 Bank of America
4.18 0000000 Bank of America
4.19 0000000 Bank of America
5 0000000 Bank of America
5.1 0000000 Bank of America
5.2 0000000 Bank of America
5.3 0000000 Bank of America
5.4 0000000 Bank of America
5.5 0000000 Bank of America
5.6 0000000 Bank of America
5.7 0000000 Bank of America
6 0000000 Bank of America
6.1 0000000 Bank of America
6.2 0000000 Bank of America
6.3 0000000 Bank of America
6.4 0000000 Bank of America
7 0000000 Bank of America
8 0000000 Bank of America
11 0000000 Bank of America
12 0000000 Bank of America
13 0000000 Bank of America
14 0000000 Bank of America
14.1 0000000 Bank of America
14.2 0000000 Bank of America
14.3 0000000 Bank of America
14.4 0000000 Bank of America
14.5 0000000 Bank of America
15 0000000 Bank of America
15.1 0000000 Bank of America
15.2 0000000 Bank of America
15.3 0000000 Bank of America
15.4 0000000 Bank of America
16 0000000 Bank of America
16.1 0000000 Bank of America
16.2 0000000 Bank of America
16.3 0000000 Bank of America
17 0000000 Bank of America
17.1 0000000 Bank of America
17.2 0000000 Bank of America
18 0000000 Bank of America
18.1 0000000 Bank of America
18.2 0000000 Bank of America
19 0000000 Bank of America
20 0000000 Bank of America
22 21892 Bank of America
23 0000000 Bank of America
24 0000000 Bank of America
25 0000000 Bank of America
26 0000000 Bank of America
27 0000000 Bank of America
28 0000000 Bank of America
29 0000000 Bank of America
30 0000000 Bank of America
31 0000000 Bank of America
32 20489 Bank of America
32.1 20489 Bank of America
32.2 20489 Bank of America
32.3 20489 Bank of America
32.4 20489 Bank of America
32.5 20489 Bank of America
33 0000000 Bank of America
34 22339 Bank of America
35 21510 Bank of America
36 0000000 Bank of America
37 59789 Bank of America
39 0000000 Bank of America
40 0000000 Bank of America
41 20459 Bank of America
42 0000000 Bank of America
43 0000000 Bank of America
44 0000000 Bank of America
45 19122 Bank of America
46 0000000 Bank of America
47 0000000 Bank of America
48 0000000 Bank of America
49 20671 Bank of America
50 59819 Bank of America
51 0000000 Bank of America
52 0000000 Bank of America
53 0000000 Bank of America
54 17679 Bank of America
55 0000000 Bank of America
56 0000000 Bank of America
57 0000000 Bank of America
58 0000000 Bank of America
59 20467 Bank of America
60 20475 Bank of America
61 0000000 Bank of America
62 0000000 Bank of America
63 20421 Bank of America
64 20281 Bank of America
65 0000000 Bank of America
66 21997 Bank of America
67 21328 Bank of America
68 0000000 Bank of America
69 0000000 Bank of America
70 0000000 Bank of America
71 0000000 Bank of America
72 0000000 Bank of America
73 0000000 Bank of America
74 0000000 Bank of America
75 0000000 Bank of America
76 0000000 Bank of America
77 0000000 Bank of America
78 18193 Bank of America
79 21506 Bank of America
80 0000000 Bank of America
81 0000000 Bank of America
82 19331 Bank of America
83 21492 Bank of America
84 0000000 Bank of America
85 0000000 Bank of America
86 0000000 Bank of America
87 0000000 Bank of America
88 0000000 Bank of America
89 21995 Bank of America
90 0000000 Bank of America
90.1 0000000 Bank of America
90.2 0000000 Bank of America
91 0000000 Bank of America
92 0000000 Bank of America
93 19357 Bank of America
94 21108 Bank of America
95 19348 Bank of America
96 0000000 Bank of America
97 19221 Bank of America
98 0000000 Bank of America
99 0000000 Bank of America
100 20881 Bank of America
101 21988 Bank of America
102 0000000 Bank of America
103 0000000 Bank of America
104 21198 Bank of America
105 19059 Bank of America
106 20082 Bank of America
107 18225 Bank of America
108 0000000 Bank of America
109 0000000 Bank of America
110 0000000 Bank of America
111 0000000 Bank of America
112 0000000 Bank of America
113 21120 Bank of America
114 0000000 Bank of America
115 0000000 Bank of America
116 0000000 Bank of America
117 0000000 Bank of America
118 0000000 Bank of America
118.1 0000000 Bank of America
118.2 0000000 Bank of America
119 20634 Bank of America
120 0000000 Bank of America
121 19646 Bank of America
122 20869 Bank of America
123 0000000 Bank of America
124 0000000 Bank of America
126 0000000 Bank of America
127 20967 Bank of America
128 0000000 Bank of America
129 0000000 Bank of America
130 21616 Bank of America
131 0000000 Bank of America
132 20674 Bank of America
133 0000000 Bank of America
134 19474 Bank of America
135 18504 Bank of America
136 21621 Bank of America
137 0000000 Bank of America
138 0000000 Bank of America
139 19843 Bank of America
140 20112 Bank of America
141 0000000 Bank of America
142 21266 Bank of America
143 21017 Bank of America
144 21850 Bank of America
145 20566 Bank of America
146 21104 Bank of America
147 20762 Bank of America
148 0000000 Bank of America
149 0000000 Bank of America
150 18924 Bank of America
151 20333 Bank of America
152 0000000 Bank of America
153 0000000 Bank of America
154 20306 Bank of America
155 20745 Bank of America
156 20865 Bank of America
157 21072 Bank of America
Sequence Property Name (2)
-------- --------------------------------------------------------------------
1 Skyline Portfolio (Rollup)
1.1 One Skyline Tower
1.2 Seven Skyline Place
1.3 Six Skyline Place
1.4 Five Skyline Place
1.5 One Skyline Place
1.6 Four Skyline Place
1.7 Two Skyline Place
1.8 Three Skyline Place
Total Crossed Loans
4 Inland - Xxxxxxx Portfolio Pool A (Rollup)
4.1 Inland - Xxxxxxx Portfolio - Millennium Inorganic Chemicals Building
4.2 Inland - Xxxxxxx Portfolio - Hartford Fire Insurance Co
4.3 Inland - Xxxxxxx Portfolio - OCE-USA Inc
4.4 Inland - Xxxxxxx Portfolio - Xxxxxx-Xxxxxxx Office Building
4.5 Inland - Xxxxxxx Portfolio - EDS (1)
4.6 Inland - Xxxxxxx Portfolio - Dopaco Inc
4.7 Inland - Xxxxxxx Portfolio - Pur-Flo MCP
4.8 Inland - Xxxxxxx Portfolio - AMK Holdings (1)
4.9 Inland - Xxxxxxx Portfolio - Eastwynn Theaters
4.10 Inland - Xxxxxxx Portfolio - FMC Corp
4.11 Inland - Xxxxxxx Portfolio - Metals USA
4.12 Inland - Xxxxxxx Portfolio - BRK Brands First Alert
4.13 Inland - Xxxxxxx Portfolio - EDS (2)
4.14 Inland - Xxxxxxx Portfolio - TSA Stores
4.15 Inland - Xxxxxxx Portfolio - Xxxxx Xxxxx Lab Facility
4.16 Inland - Xxxxxxx Portfolio - AMK Holdings (2)
4.17 Inland - Xxxxxxx Portfolio - Ulta 3 Cosmetics Savings Store
4.18 Inland - Xxxxxxx Portfolio - Hollywood Entertainment Corp
4.19 Inland - Xxxxxxx Portfolio - Discovery Clothing
5 Inland - Xxxxxxx Portfolio Pool B (Rollup)
5.1 Inland - Xxxxxxx Portfolio - Mount Zion Industrial
5.2 Inland - Xxxxxxx Portfolio - Deluxe Video Service
5.3 Inland - Xxxxxxx Portfolio - Proquest Business Solutions
5.4 Inland - Xxxxxxx Portfolio - Xxxxxx Manufacturing Facility
5.5 Inland - Xxxxxxx Portfolio - Entegra Fasteners
5.6 Inland - Xxxxxxx Portfolio - Xxxxxx Performance Products
5.7 Inland - Xxxxxxx Portfolio - OfficeMax Contract Inc
6 Xxxxxxxxxx Portfolio (Rollup)
6.1 Xxxxxxxxxx Portfolio - Eagles Walk at White Xxxxx
6.2 Xxxxxxxxxx Portfolio - Steeplechase
6.3 Xxxxxxxxxx Portfolio - Tall Oaks
6.4 Xxxxxxxxxx Portfolio - Ridge View
7 Pacific Shores
8 000 Xxxxxxxxx Xxxxxx
11 1412 Broadway
12 University View
13 Hotel Solamar
Total Crossed Loans
14 PNA-Infra-Metals Portfolio (Rollup)
14.1 PNA-Infra-Metals Portfolio - Marseilles, IL
14.2 PNA-Infra-Metals Portfolio - Tampa, FL
14.3 PNA-Infra-Metals Portfolio - Petersburg, VA
14.4 PNA-Infra-Metals Portfolio - Wallingford, CT
14.5 PNA-Infra-Metals Portfolio - Hallandale, FL
15 PNA-Feralloy Industrial Portfolio (Rollup)
15.1 PNA-Feralloy Industrial Portfolio - Stockton, CA
15.2 PNA-Feralloy Industrial Portfolio - Decatur, AL
15.3 PNA-Feralloy Industrial Portfolio - Huger, SC
15.4 PNA-Feralloy Industrial Portfolio - Granite City, IL
16 PNA-Delnor Industrial Portfolio (Rollup)
16.1 PNA-Delnor Industrial Portfolio - Fort Worth, TX
16.2 PNA-Delnor Industrial Portfolio - San Antonio, TX
16.3 PNA-Delnor Industrial Portfolio - Tulsa, OK
17 PNA-Delta Steel Portfolio (Rollup)
17.1 PNA-Delta Steel Portfolio - Houston, TX
17.2 PNA-Delta Steel Portfolio - Corpus Christi, TX
18 PNA-Xxxxx Pipe & Steel Industrial Portfolio (Rollup)
18.1 PNA-Xxxxx Pipe & Steel Industrial Portfolio - Phoenix, AZ
18.2 PNA-Xxxxx Pipe & Steel Industrial Portfolio - Tucson, AZ
19 PNA-Xxxxxxx-Xxxxxxxx
20 PNA-Metal Supply Property
00 Xxxxxx Xxxxx Xxxxxxxxxx
00 Xxxx 0xx Xxxxxx Properties
24 Marketplace at Hamden
25 Forum IV at Xxxxxxx Xxxxxxx
00 Xxxxxxxx Xxxxx
00 BMW Financial Services Xxxxxxxx
00 Xxxxxxxxxxxx Xxxxx
29 Xxxxx Office 886
30 Xxxxxx Landing Apartments
31 Quality Suites Maingate East
32 Long Island Retail Portfolio (Rollup)
32.1 Xxxxxx Place
32.2 Wading River Square
32.3 Cablevision
32.4 Riverhead Commons
32.5 Dogwood Professional Center
00 Xxxxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxx Townhomes
00 Xxxxxx Xxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxxxx - Xxxxxxxxx
37 CAE, Inc.
39 Hollywood & Xxxxxxx Self Storage
40 Xxxxxx Shopping Center
41 Colonial Oaks Mobile Home Park
42 United Solar Ovonic
43 Hampton Inn Miami Dadeland
44 Islandia Pavilion
45 Village on the Green Apartments
00 Xxxxxxx Xxxxx Xxxxxxxxx Xxxx
47 Canyon Hills Marketplace Phase I
48 Best Western Georgetown
49 Hampton Inn - Downtown Indianapolis
50 Honey Creek II
51 Ship Mall
52 0000 Xxxxxx Xxxxxx
53 Home Depot Niagara Falls
54 Ramshorn Executive Center
00 Xxxxxxxx Xxxxxx
56 Hooman Pontiac GMC
57 Xxxxx Store 14
58 Xxxxxx Ranch Shopping Center
59 Xxxxxxx Cove Apartments
60 Xxxxxx Eastpoint
00 Xxxxx Xxxxx Xxxxxxxxxx
00 Xxxxx Xxxxx Shopping Center
63 Strongsville Towne Center
64 Tulsa Retail Center
00 Xxxxxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxx Xxxx
00 Xxxx Xxxxx Xxxxxxx Xxxxxx
00 Xxxxxx Xxxx Xxxx Shopping Center
69 Island Tug and Barge
70 Xxxxxx Tower
71 Forest Hills Corporate Center
72 Albertson's Rancho Cucamonga
73 One Kenmare Square
74 Giant Eagle - Tallmadge, OH
75 Inn at Great Neck
76 Xxxxx Store 40
77 Rowan Corporate Towers
78 East Park Estates
79 Center at Xxxxx Valley
00 Xxxxxx Xxxxxxxxx
00 Xxxxxx Xxxxx Medical Center
82 Sentry Station
83 Lincoln Ridge Retail
84 Ajax Tocco Industrial Buildings
85 14221 Artesia Boulevard
86 Amalgamated Bank
87 Bally - West Palm Beach
88 Budget Self Storage - Lawndale
00 Xxx Xxxx Xxxxxxx
00 Xxxxxx Xxxxx and Xxxxxx La-Z-Boy Portfolio (Rollup)
00.0 Xxxxxx Xxxxx Xx-X-Xxx
90.2 Xxxxxx La-Z-Boy
91 Cornell Home Center
92 Desert Jewel Apartments
93 Comfort Suites DFW
00 Xxxxxxxxxx Xxxxx
00 Xxxxxxxxxx Xxxxx II
96 Commerce Bank Grosvenor Lane
97 Clarion Inn Xxxxxxx
98 Georgetown South Apartments
99 Burbank Village Walk
000 Xxxxxxx Xxxxx Self Storage
101 Colony Bay
102 Budget Self Storage - University
103 Hickory Self Storage
104 Xxxxxxx Medical
000 Xxxxxxxxx Xxxxx
106 Seven-Twenty Portfolio
107 Automall Mini Storage
000 Xxxxx Xxxxxxxxx #000
000 Xxxxx Xxxxx Xxxxxxx MHC
000 Xxxx Xxxxxx Mini Storage
111 Walgreens at Oakland
000 Xxxxxxxxx Xxxx MHC
113 Suburban Lodge Atlanta
000 Xxxxxxxx Xxxxx Xxxxxx
000 Xxxxx Xxxxxxx - Xxxxxxxxx
116 Budget Self Storage - Highpoint Road
117 Identity Center
000 Xxxxxxxxx Xxxxxx & Xxxxxxxxxxx, XX Portfolio (Rollup)
118.1 Walgreens Brecksville
118.2 Walgreens Mentor
119 Woodlands Atrium
120 Budget Self Storage - Xxxxxx Creek
121 Arizona Self Storage
122 Xxxxx Xxxxxx XX
000 Xxxx Xxxxxx Xxxxxxxxx
000 Lobill's Store 307
126 Lobill's Store 325
127 Center at Stop Eleven
000 Xxxxxxxx Xxxxx
000 Xxxxxxxx Xxxxx Apartments
130 Madison Village
131 Walgreens at Mishawaka
132 Woodland Center-Richmond
133 Maximus Self Storage
000 Xxxxxxxxx Xxxxx Apartments
135 Virginia Office Building
000 Xxxxxxx - Xxxxxxxxx Xxxx
000 Xxxxx Xxxxxxx - Xxxxxxxx
138 00 Xxxxxxxx Xxx
139 Willowbrook Apartments
140 Xxxxx Mansion
141 Eckerd
000 Xxx Xxx Xxxxxx
143 Stor-In Mini Storage
144 Cypress Mini Storage
000 Xxxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxxxxxx
000 XX Bank National
148 820 Scarsdale Avenue
149 Xxxxxxxx - Xxxxxx
150 Middleboro Self Storage
151 Halcyon Village
152 Big Lots
153 Lobill's Store 301
154 Wedgwood Apartments
000 Xxxxxx Xxxxxxx Xxxxx
156 Keystone Apartments
157 Fairbanks Shopping Center
Totals
Sequence Street Address
-------- ----------------------------------------------------------------------
1 Various
1.1 0000 Xxxxxxxx Xxxx
1.2 0000 Xxxxxxxx Xxxx
1.3 0000 Xxxxxxxx Xxxx
1.4 0000 Xxxxxxxx Xxxx
1.5 0000 Xxxxxxxx Xxxx
1.6 0000 Xxxxxxxx Xxxx
1.7 0000 Xxxxxxxx Xxxx
1.8 0000 Xxxxxxxx Xxxx
4 Various
4.1 0000 Xxxxxxxxx Xxxxx
4.2 000 Xxxxx Xxxxxx Xxxxx
4.3 0000 Xxxxxxx Xxxxx Xxxx
4.4 8900 Lakes at 610 Drive
4.5 000 Xxxxx Xxxxxxxx Xxxx
4.6 000 Xxxx Xxxx
4.7 0000 00xx Xxxxxx
4.8 000 Xxxx Xxxxx Xxxxx Xxxxx
4.9 0000 Xxxxxxxxx Xxxx
4.10 0000 Xxxxxxxx Xxxxx
4.11 000 Xxxxxxxxxx Xxxxx
4.12 0000 Xxxxxxx Xxxxxx
4.13 000 00xx Xxxxxx Xxxxxxxxx
4.14 000 Xxxx Xxxx Xxxxx Xxxx
4.15 0000 Xxxxx Xxxxxx
4.16 00000 Xxxxx Xxxx
4.17 000 Xxxx Xxxx Xxxxx Xxxx
4.18 000 Xxxxxxx Xxxx
4.19 000 Xxxx Xxxx Xxxxx Xxxx
5 Various
5.1 000 Xxxxx Xxxxx Xxxx Xxxx
5.2 0000 Xxxxxxxx Xxxx Xxxx
5.3 0000 Xxxxxxx Xxxxx Xxxxxxx
5.4 0000 Xxxxxxx Xxxxxxxxx
5.5 000 Xxxxxx Xxxxxx
5.6 0000 Xxxxxxxxxx Xxxxx
5.7 000 Xxxx Xxxxxxxxx Xxxx
6 Various
6.1 0000 Xxxxxxxx Xxxxx
6.2 00000 Xxxxxxx Xxxx Xxxxx
6.3 0000 Xxxxxx Xxx
6.4 5 Xxxxxxxxx Xxxxx
0 0000-0000 Xxxxxxx Xxxxxxxxx
8 000 Xxxxxxxxx Xxxxxx
00 0000 Xxxxxxxx
12 0000 Xxxxxxxxx Xxxxxx
13 000 Xxxxx Xxxxxx
14 Various
14.1 0000 Xxxxxxxx Xxxxxx
14.2 0000 00xx Xxxxxx Xxxxx
14.3 0000 Xxxxxxxx Xxxx
14.4 8 Pent Xxxxxxx
00.0 000 Xxxxxxxxx 0xx Xxxxxx
15 Various
15.1 000 Xxxxxxxxxxx Xxxxx
15.2 0000 Xxx Xxx Xxxx
15.3 0000 Xxxxx Xxxxx Xxxxxx
15.4 0000 Xxxxxxx Xxxxx
16 Various
16.1 0000 Xxxxx Xxxxxxx
16.2 0000 Xxxxxxxx Xxxx
16.3 0000 Xxxxx 000xx Xxxx Xxxxxx
17 Various
17.1 0000 Xxxxxxxxxx Xxxx
17.2 000 Xxxxxxxxxx Xxxxxxxxx
18 Various
18.1 000 Xxxxx 00xx Xxxxxx
18.2 0000 Xxxxx Xxxxxx Xxxxxx
19 0000 Xxxxxxx Xxxxx
20 000 Xxxxxxxxxxx Xxxx
22 19101, 19201, 00000 Xxxxxx Xxxxxx, 1490, 1500, 1540 Xxxx 000xx Xxxxxx,
00000 Xxxxxxxx Avenue, and 1491, 1501, 0000 Xxxx 000xx Xxxxxx
23 1206-1338 East 0xx Xxxxxx xxx 0000-0000 Xxxxxxxxx Xxxxxx
24 0000 Xxxxxxx Xxxxxx
25 0000 Xxxxx Xxxxxxx
26 3230, 3300, 0000 Xxxx Xxxxxxxxx Xxxxxx & 0000 Xxxxx Xxxxxxxx Boulevard
27 0000 Xxxxxxx Xxxxxxx
28 000-000 Xxxx Xxxx
29 0000 Xxxxxxxxxx Xxxxxxxxx
30 0000 Xxxxx Xxxxxx
31 5876 West Irlo Xxxxxxx Memorial Highway
32 Various
32.1 325 - 000 Xxxxx 00X
32.2 0000 Xxxxx - 00X
32.3 000 Xxxxx 00
32.4 000 Xxxx Xxxx Xxxxxx
32.5 6302 Xxxxx - 00X
00 000-000 Xxxxxxxxxx Xxxxxx
34 000 Xxxx Xxxxxxx Xxxxx
35 939 & 000 Xxxx Xxxxxxxx Xxxx
36 000 Xxx Xxxx Xxxx
00 0 Xxxxxx Xxxxx
39 0000 Xxxxxxxxx Xxxxxxxxx
40 000 Xxxxxxx Xxxxx
41 00000 Xxxxxx Xxxxxx
42 0000 Xxxxxxxx Xxxxxxx
43 0000 Xxxxxxxxx 00xx Xxxxxx
44 1377 Motor Parkway
45 0000 Xxxxxxx Xxxxx Xxxxxxxxx
46 281 and 000 Xxxxxx Xxxx
47 25311-25381 Railroad Canyon Road; 00000-00000 Xxxxxx Xxxxx Xxxx
48 0000 Xxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
49 000 Xxxxx Xxxxxxxx Xxxxxx
50 000 Xxxxx 00xx Xxxxxx
51 24 Broadway
52 0000 Xxxxxx Xxxxxx
53 000 Xxxxxxxx Xxx
54 0000 Xxxxx Xxxxxxx 34
55 000 Xxxx Xxxxxx
00 0000 Xxxx Xxxxxxx Avenue
57 2140 East 000xx Xxxxxx
58 15250, 15270, 15310, & 00000 Xxxxx Xxxxxx Xxxx
59 5601 Xxxxxxxxx Xxxx
00 0000-0000 Xxxxxxx Xxxxx Parkway
61 000 00xx Xxxxxx Xxxxx
00 0000-0000 Xxxxxx Xxxxxx Xxxxxxxxx
00 00000-00000 Xxxxx Xxxx
64 9027 & 0000-0000 Xxxx 00xx Xxxxxx
65 0000 Xxxx Xxxxxxxx Xxxxxx
66 2727 Grand Xxxxx Xxxxx
00 000 Xxxxxxxxx Xxxx
68 4900, 4950 & 0000 Xxxx Xxxxx Xxxx
69 0000-0000 Xxxx Xxxxxxxx Xxx Xxxxxxxxx
70 000 Xxxxxxxxxx Xxxxxx
71 3860 Forest Hills Xxxxx Road
72 9700 - 0000 Xxxxxxxx Xxxx
73 000 Xxxxxxxxx Xxxxxx
00 000 Xxxx Xxxxxx
00 00 Cuttermill Road
76 11625 Xxx Xxxx
00 0000 Xxxxx Xxxx
78 0000 Xxxxxxxx Xxxxxx
79 0000 Xxxx Xxxxx Xxxxxx Xxxx
80 00-00 Xxxxxxx Xxxxxxxxx
81 00000 Xxxxxxx Xxxxxxx
82 0000-0000 Xxxxxxxxxxx Xxxxxxx
83 1500, 1510 and 0000 Xxx Xxxx Xxxxxxxxx
84 30000 and 30100 Xxxxxxxxxx Xxxxxxx
00 00000 Xxxxxxx Xxxxxxxxx
86 00 Xxxx 00xx Xxxxxx
87 000 Xxxxxxx Xxxxxxxxx
88 0000 Xxxxxxxx Xxxxx
89 0000 Xxx Xxxx Xxxxxxx Xxx
90 Various
90.1 0000 Xxxxxxx Xxxx
90.2 00000 Xxxxxx Xxxx
91 17235-17305 Xxxxxxxxx Xxxxxxxx Xxxxx
00 0000 Xxxxx Xxxxxxx Xxxxxx
93 4700 West Xxxx Xxxxxxxxx Freeway
94 0000 Xxxxxxxxxx Xxxxxx
00 0000-0000 Xxxxx Xxxxxxxxx
00 00000 Xxxxxxxxx Xxxx
97 0000 Xxxx Xxxxxxx Xxxx
98 1855 Shoshone Drive
99 000 Xxxxx Xxx Xxxxxxxx Xxxxxxxxx
100 0000 Xxxxxxx Xxxxx
101 3450 Brooke Colony Drive
102 0000 Xxxxxxxxxx Xxxxxxx
103 000 00xx Xxxxxx Xxxxxxxxx
104 0000 Xxxxx Xxxxxxx Xxxxxxxxx
105 0000-0000 Xxxxxxxxx Xxxxx
106 720, 750, 000 Xxxxxxxxx 00xx Xxxxxx & 0000 Xxxxxxx Xxxxx
107 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx
108 0000 Xxxx Xxxxx Xxxxxx
109 000 Xxxxxxx Xxxxxx
110 0000 Xxxx Xxxxxx Xxxxxx
111 3520 Xxxxxxx Xxxx
000 0000 Xxxxxxxxx Drive
113 7465 Davidson Parkway South
114 0000-0000 Xxxx Xxxxxx
115 0000 000xx Xxxxxx Xxxx
116 4514 High Point Road
117 0000 Xxxxx Xxxx Xxxxxx
118 Various
118.1 0000-0000 Xxxxxxxxxxx Xxxx
118.2 0000 Xxxxxxxxx Xxxxxxxxx
119 24900 Xxxxxx Xxxx
000 000 Xxxxxx Xxxxx Xxxxxxx
121 0000 Xxxxx 00xx Xxxxxx
122 2704 & 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxx
123 0000 Xxxx Xxxxxxxx Xxxxxx
124 00000 Xxxxxxxx Xxxxxx
126 000 Xxxxxxxx Xxxx Xxxx
000 0000-0000 East Stop Eleven Road
128 000 Xxxxx Xxxxxxxx Xxxxxx
129 3613, 3617, 3628 & 0000 Xxxxx Xxxxxxx Xxxxx
130 1870 Atlanta Road Southeast
131 3425 South Bremen Highway
132 541, 551, 561, 000 Xxxxxxxx Xxxxx
133 20355 Xxxx Xxxx Xxxx Xxxx
000 000 Xxxxx Xxxxx Xxxxx Xxxxxxxxx
135 0000 Xxxxx Xxxxxxxxxx Xxxx
136 00000 Xxxxxxxxx Xxxx
137 000 Xxxxxx Xxxx
138 00 Xxxxxxxx Xxx
139 2106 Xxxxxxx Xxxx Xxxx
000 00000 Xxxxxxxx Xxxxx
141 4434 Highway 58
142 4900 Xxxx Xxxxx Xxxxxx
000 0000 00xx Xxxxxx Xxxxxxxxx
144 8882 Xxxxxx Xxxxxx
000 00000 Xxx Xxx Xxxx
146 524 32nd Street
147 000 Xxxxxx Xxxxxxxxx
148 000 Xxxxxxxxx Xxxxxx
149 0000-0000 Xxxxx Xxxxxxxx Xxxxxxxxx
150 000 Xxxx Xxxxx Xxxxxx
000 0000-0000 Xxxxxx Xxxx
000 0000 Xxxxx Xxxxxxx 39
153 950 North Cass Street
154 100 Xxxxxx Xxxxxxx Drive
155 0000-0000 Xxxxxx Xxxxxx
156 000 Xxxxx XxXxxxxxx Xxxxxx
157 0000 Xxxxxxxxx Xxxxx Xxxxxxx
Sequence City State Zip Code Mortgage Rate (3)(4) Amortization Basis (5) Original Balance
-------- ------------------ ------- -------- -------------------- ---------------------- ----------------
1 Xxxxx Xxxxxx XX 00000 5.743% Actual/360 $271,200,000
1.1 Xxxxx Xxxxxx XX 00000 53,880,000
1.2 Xxxxx Xxxxxx XX 00000 40,320,000
1.3 Xxxxx Xxxxxx XX 00000 32,760,000
1.4 Xxxxx Xxxxxx XX 00000 31,480,000
1.5 Xxxxx Xxxxxx XX 00000 29,320,000
1.6 Xxxxx Xxxxxx XX 00000 28,200,000
1.7 Xxxxx Xxxxxx XX 00000 28,000,000
1.8 Xxxxx Xxxxxx XX 00000 27,240,000
184,806,114
4 Various Various Various 5.948% 30/360 104,770,697
4.1 Xxxx Xxxxxx XX 00000 13,824,427
4.2 Xxxxxx XX 00000 12,022,693
4.3 Xxxxxx XX 00000 10,156,344
4.4 Xxxxxxx XX 00000 8,987,523
4.5 Xxxxxxxxxx XX 00000 8,678,875
4.6 Xx. Xxxxxxx XX 00000 7,862,815
4.7 Xxxxxxx XX 00000 7,350,732
4.8 Xxxxxxxx XX 00000 5,860,131
4.9 Xxxxxx XX 00000 5,453,805
4.10 Xxxxxxxxxxxxx XX 00000 4,028,814
4.11 Xxxxxxx XX 00000 3,708,608
4.12 Xxxxxx XX 00000 3,662,584
4.13 Xxxxxxx XX 00000 3,171,555
4.14 Xxxxxxxx Xxxxxxx XX 00000 3,023,039
4.15 Xxxx Xxxx XX 00000 2,964,819
4.16 Xxxxxxxx XX 00000 1,364,493
4.17 Xxxxxxxx Xxxxxxx XX 00000 983,425
4.18 Xxxxxxxx Xxxxx XX 00000 967,799
4.19 Xxxxxxxx Xxxxxxx XX 00000 698,216
5 Various Various Various 5.905% 30/360 80,035,417
5.1 Xxxxxxx XX 00000 25,850,000
5.2 Xxxxx Xxxxxx Xxxx XX 00000 25,635,743
5.3 Xxxxxxxxx XX 00000 10,563,142
5.4 Xxxxxxx XX 00000 6,686,883
5.5 Wood Xxxx XX 00000 4,895,239
5.6 Xxxxxxx XX 00000 4,548,795
5.7 Xxxxxx XX 00000 1,855,615
6 Various MD Various 5.699% Actual/360 167,000,000
6.1 Xxxxxxxx XX 00000 56,700,000
6.2 Xxxxxxxxxxxx XX 00000 49,800,000
6.3 Xxxxxx XX 00000 41,900,000
6.4 Xxxxxxxx XX 00000 18,600,000
7 Xxxxxxx Xxxx XX 00000 5.477% Actual/360 165,875,000
8 Xxx Xxxx XX 00000 5.728% Actual/360 162,500,000
11 Xxx Xxxx XX 00000 5.823% Actual/360 102,000,000
00 Xxxxxxx Xxxx XX 00000 5.538% Actual/360 80,750,000
13 Xxx Xxxxx XX 00000 5.485% Actual/360 60,900,000
50,000,000
14 Various Various Various 6.395% Actual/360 15,353,750
14.1 Xxxxxxxxxx XX 00000 4,500,000
14.2 Xxxxx XX 00000 4,350,000
14.3 Xxxxxxxxxx XX 00000 3,412,500
14.4 Xxxxxxxxxxx XX 00000 2,341,250
14.5 Xxxxxxxxxx XX 00000 750,000
15 Various Various Various 6.403% Actual/360 13,038,750
15.1 Xxxxxxxx XX 00000 4,875,000
15.2 Xxxxxxx XX 00000 3,243,750
15.3 Xxxxx XX 00000 2,805,000
15.4 Xxxxxxx Xxxx XX 00000 2,115,000
16 Various Various Various 6.403% Actual/360 7,140,000
16.1 Xxxx Xxxxx XX 00000 2,782,500
16.2 Xxx Xxxxxxx XX 00000 2,557,500
16.3 Xxxxx XX 00000 1,800,000
17 Various TX Various 6.403% Actual/360 5,490,000
17.1 Xxxxxxx XX 00000 4,875,000
17.2 Xxxxxx Xxxxxxx XX 00000 615,000
18 Various AZ Various 6.403% Actual/360 5,325,000
18.1 Xxxxxxx XX 00000 4,800,000
18.2 Xxxxxx XX 00000 525,000
19 Xxxxxxx XX 00000 6.403% Actual/360 3,300,000
20 Xxxxx XX 00000 6.403% Actual/360 352,500
22 Xxxxxx XX 00000 5.651% Actual/360 46,500,000
23 Xxx Xxxxxxx XX 00000 5.672% Actual/360 39,000,000
00 Xxxxxx XX 00000 5.644% Actual/360 32,400,000
00 Xxxxx XX 00000 5.635% Actual/360 31,200,000
00 Xxxxxxxx XX 00000 5.765% Actual/360 30,000,000
27 Xxxxxxxx XX 00000 5.907% Actual/360 28,960,000
28 Xxxxxxxxx XX 00000 5.650% Actual/360 24,350,000
29 Xxxxxxxxxxxx XX 00000 5.880% Actual/360 23,254,261
30 Xxxxxxx XX 00000 5.470% Actual/360 23,000,000
31 Xxxxxxxxx XX 00000 5.945% Actual/360 21,922,000
32 Various NY Various 5.900% Actual/360 21,000,000
32.1 Xxxxxx Xxxxx XX 00000 10,481,675
32.2 Wading Xxxxx XX 00000 4,471,204
32.3 Xxxxxxxxx XX 00000 2,712,042
32.4 Xxxxxxxxx XX 00000 2,162,304
32.5 Wading Xxxxx XX 00000 1,172,775
00 Xxxx Xxxxxxxxxx XX 00000 5.470% Actual/360 20,000,000
34 Xxxxxxxxx XX 00000 5.582% Actual/360 19,000,000
35 Xxx Xxxxx XX 00000 5.758% Actual/360 18,000,000
36 Xxxxxxxxx XX 00000 5.835% Actual/360 16,875,000
37 Xxxxxxxx XX 00000 6.298% Actual/360 16,900,000
39 Xxxxxxxxx XX 00000 6.290% Actual/360 16,400,000
00 Xxxxxx XX 00000 5.860% Actual/360 16,400,000
41 Xxxxxx XX 00000 5.662% Actual/360 16,300,000
42 Xxxxxx Xxxxx XX 00000 5.833% Actual/360 15,555,000
43 Xxxxx XX 00000 5.700% Actual/360 15,400,000
44 Xxxxxxxxx XX 00000 5.756% Actual/360 15,000,000
45 Xxxxxxx XX 00000 6.150% Actual/360 14,675,000
46 Xxxxxxxx XX 00000 6.011% Actual/360 14,500,000
47 Xxxx Xxxxxxxx XX 00000 5.746% Actual/360 14,300,000
48 Xxxxxxxxxx XX 00000 5.923% Actual/360 14,150,000
49 Xxxxxxxxxxxx XX 00000 5.750% Actual/360 14,000,000
50 Xxxxxxxxx XX 00000 5.748% Actual/360 14,000,000
00 Xxxxxxxxx XX 00000 5.489% Actual/360 13,400,000
52 Xxxxxxxxxx XX 00000 5.662% Actual/360 12,500,000
00 Xxxxxxx Xxxxx XX 00000 5.548% Actual/360 12,000,000
54 Xxxxxxxxx XX 00000 5.869% Actual/360 12,000,000
55 Xxxxxxx XX 00000 5.725% Actual/360 11,500,000
56 Xxxxxx Xxxx XX 00000 5.659% Actual/360 11,468,711
57 Xxxxxx XX 00000 5.880% Actual/360 11,171,258
58 Xxxxxx XX 00000 5.750% Actual/360 11,100,000
59 Xxxxxxxxxxxx XX 00000 5.790% Actual/360 11,000,000
60 Xxxxxxxxxx XX 00000 5.750% Actual/360 10,990,000
61 Xxxxxxx XX 00000 5.903% Actual/360 10,800,000
62 Xxx XX 00000 5.750% Actual/360 10,450,000
63 Xxxxxxxxxxxx XX 00000 5.938% Actual/360 10,400,000
64 Xxxxx XX 00000 5.942% Actual/360 10,100,000
65 Xxxxxxxx XX 00000 5.846% Actual/360 10,000,000
66 Xxxxxxxxxxxx XX 00000 5.730% Actual/360 9,728,000
00 Xxxxxxxx XX 00000 5.581% Actual/360 9,650,000
68 Xxx Xxxxx XX 00000 5.691% Actual/360 9,200,000
69 Xxxxxxx XX 00000 6.112% Actual/360 9,100,000
70 Xxxxxx XX 00000 5.720% Actual/360 9,000,000
71 Xxxxxxx XX 00000 5.747% Actual/360 8,792,250
72 Xxxxxx Xxxxxxxxx XX 00000 5.673% Actual/360 8,350,000
73 Xxx Xxxx XX 00000 5.664% Actual/360 8,350,000
74 Xxxxxxxxx XX 00000 5.620% Actual/360 7,840,000
75 Xxxxx Xxxx XX 00000 5.950% Actual/360 7,500,000
76 Xxxxxxxxxxxx XX 00000 5.880% Actual/360 7,170,003
77 Xxxxxxxxx Xxxxxxxx XX 00000 5.715% Actual/360 7,000,000
00 Xxxxx Xxx XX 00000 6.061% Actual/360 6,900,000
79 Xxxxxxxxx XX 00000 5.654% Actual/360 6,650,000
80 Xxxxxxxx XX 00000 5.761% Actual/360 6,500,000
81 Xxxxxxx XX 00000 5.851% Actual/360 6,500,000
82 Xxxx Xxxxxxxxxx XX 00000 6.405% Actual/360 6,402,500
83 Xxxxxxx XX 00000 5.905% Actual/360 6,200,000
00 Xxxxxxx Xxxxxxx XX 00000 6.000% Actual/360 6,090,000
85 Xx Xxxxxx XX 00000 5.579% Actual/360 6,000,000
86 Xxx Xxxx XX 00000 5.836% Actual/360 6,000,000
00 Xxxx Xxxx Xxxxx XX 00000 5.843% Actual/360 6,000,000
88 Xxxxxxxxxx XX 00000 5.710% Actual/360 6,000,000
00 Xxxxx Xxxxxxxxxx XX 00000 5.730% Actual/360 6,000,000
90 Various MI Various 5.678% Actual/360 5,940,000
90.1 Xxxxxx Xxxxx XX 00000 3,088,800
90.2 Xxxxxx XX 00000 2,851,200
91 Xxxxxxxxx XX 00000 5.910% Actual/360 5,900,000
92 Xxxxxxxx XX 00000 5.875% Actual/360 5,850,000
93 Xxxxxx XX 00000 6.000% Actual/360 5,800,000
94 Xxxxxx XX 00000 5.600% Actual/360 5,800,000
95 Xxxxxxx XX 00000 6.087% Actual/360 5,550,000
00 Xxxxxxxx Xxxx XX 00000 5.680% Actual/360 5,500,000
97 Xxxxxxx XX 00000 5.970% Actual/360 5,500,000
98 Xxxxxxxxx XX 00000 5.704% Actual/360 5,449,000
99 Xxxxxxx XX 00000 5.738% Actual/360 5,300,000
000 Xxxxxxxx Xxxxxxx XX 00000 6.095% Actual/360 5,000,000
000 Xxxxx Xxxxxxxxxx XX 00000 5.730% Actual/360 4,872,000
102 Xxxxxxx-Xxxxx XX 00000 5.710% Actual/360 4,837,500
000 Xxxxxxx XX 00000 5.710% Actual/360 4,817,800
000 Xxxxxx XX 00000 5.882% Actual/360 4,600,000
000 Xxxxxxxxxx XX 00000 6.550% Actual/360 4,585,000
000 Xxxxxxx Xxxxx XX 00000 5.970% Actual/360 4,561,000
000 Xxxxxxx XX 00000 6.011% Actual/360 4,540,000
000 Xxxxxxxx XX 00000 6.170% Actual/360 4,550,000
000 Xxxxxxx XX 00000 5.689% Actual/360 4,400,000
000 Xxxxxx XX 00000 5.772% Actual/360 4,400,000
000 Xxxx Xxxxx XX 00000 5.700% Actual/360 4,370,000
000 Xxxxxx XX 00000 5.491% Actual/360 4,320,000
000 Xxxxxxxxxxx XX 00000 6.100% Actual/360 3,975,000
000 Xxxxxxxx XX 00000 5.752% Actual/360 3,900,000
000 Xxxxxxxxx XX 00000 6.048% Actual/360 3,867,500
000 Xxxxxxxxxx XX 00000 5.710% Actual/360 3,800,000
000 Xxxxxxx XX 00000 5.979% Actual/360 3,800,000
118 Various OH Various 5.742% Actual/360 3,770,000
118.1 Xxxxxxxxxxx XX 00000 2,186,600
118.2 Xxxxxx XX 00000 1,583,400
000 Xxx Xxxxxxxxx XX 00000 6.110% Actual/360 3,750,000
120 Xxxxxxx-Xxxxx XX 00000 5.710% Actual/360 3,550,000
000 Xxxxxxxx XX 00000 6.090% Actual/360 3,500,000
000 Xxxxxxxxxxx XX 00000 5.599% Actual/360 3,500,000
000 Xxxx Xxxxxx XX 00000 5.645% Actual/360 3,450,000
000 Xxxxxxxxxx XX 00000 5.880% Actual/360 3,349,260
000 Xxxxxxxx XX 00000 5.880% Actual/360 3,250,816
000 Xxxxxxxxxxxx XX 00000 5.784% Actual/360 3,225,000
000 Xxxxx Xxxxx XX 00000 5.850% Actual/360 3,200,000
000 Xxxxx XX 00000 5.934% Actual/360 3,200,000
130 Xxxxxx XX 00000 5.737% Actual/360 3,165,000
000 Xxxxxxxxx XX 00000 5.700% Actual/360 3,130,000
000 Xxxxxxxx XX 00000 5.820% Actual/360 3,075,000
000 Xxxxx Xxxxx Xxxxxx XX 00000 5.610% Actual/360 3,000,000
134 Xxxxx XX 00000 5.767% Actual/360 2,900,000
000 Xxxxxxxx XX 00000 5.947% Actual/360 2,900,000
136 Xxxxxxxx XX 00000 5.882% Actual/360 2,670,000
000 Xxxxxxxx XX 00000 6.048% Actual/360 2,665,000
138 Xxxxxxxx XX 00000 5.796% Actual/360 2,650,000
000 Xxxxxxxxxx XX 00000 5.827% Actual/360 2,480,000
000 Xxxxxx XX 00000 6.138% Actual/360 2,410,000
000 Xxxxxxxxxxx XX 00000 5.625% 30/360 2,400,000
000 Xxxxxxxx XX 00000 6.047% Actual/360 2,400,000
000 Xxxxxxxxxx XX 00000 6.253% Actual/360 2,343,948
000 Xxxxxxx XX 00000 5.868% Actual/360 2,300,000
000 Xxxxxxxx XX 00000 5.891% Actual/360 2,300,000
000 Xxxxxxxxxx XX 00000 5.801% Actual/360 2,150,000
000 Xxx Xxxxx Xxxxxxx XX 00000 5.666% Actual/360 2,080,000
148 Xxxxxxxxx XX 00000 5.837% Actual/360 2,000,000
000 Xxxx Xxxxx XX 00000 5.945% Actual/360 2,000,000
000 Xxxxxxxxxx XX 00000 6.283% Actual/360 2,000,000
000 Xxxxxxxxxx XX 00000 5.825% Actual/360 2,000,000
152 Xxxxxxx XX 00000 5.836% Actual/360 1,950,000
000 Xxxxxx XX 00000 5.880% Actual/360 1,870,807
000 Xxxxxxxxxx XX 00000 6.142% Actual/360 1,740,000
000 Xxxxxx XX 00000 6.110% Actual/360 1,728,000
000 Xxxxxxxxx XX 00000 5.931% Actual/360 1,500,000
000 Xxxxxxx XX 00000 5.980% Actual/360 1,350,000
Sequence Cut-off Date Balance Remaining Term To Stated Maturity (months) Stated Maturity Date Due Date
-------- -------------------- ------------------------------------------ -------------------- --------
1 $271,200,000 120 2/1/2017 First
1.1 53,880,000
1.2 40,320,000
1.3 32,760,000
1.4 31,480,000
1.5 29,320,000
1.6 28,200,000
1.7 28,000,000
1.8 27,240,000
184,806,114
4 104,770,697 119 1/1/2017 First
4.1 13,824,427
4.2 12,022,693
4.3 10,156,344
4.4 8,987,523
4.5 8,678,875
4.6 7,862,815
4.7 7,350,732
4.8 5,860,131
4.9 5,453,805
4.10 4,028,814
4.11 3,708,608
4.12 3,662,584
4.13 3,171,555
4.14 3,023,039
4.15 2,964,819
4.16 1,364,493
4.17 983,425
4.18 967,799
4.19 698,216
5 80,035,417 119 1/1/2017 First
5.1 25,850,000
5.2 25,635,743
5.3 10,563,142
5.4 6,686,883
5.5 4,895,239
5.6 4,548,795
5.7 1,855,615
6 167,000,000 71 1/1/2013 First
6.1 56,700,000
6.2 49,800,000
6.3 41,900,000
6.4 18,600,000
7 165,875,000 59 1/1/2012 First
8 162,500,000 80 10/1/2013 First
11 102,000,000 58 12/1/2011 First
12 80,750,000 119 1/1/2017 First
13 60,900,000 82 12/1/2013 First
49,756,093
14 15,280,659 116 10/1/2016 First
14.1 4,478,578
14.2 4,329,292
14.3 3,396,255
14.4 2,330,105
14.5 746,430
15 12,974,465 116 10/1/2016 First
15.1 4,850,965
15.2 3,227,757
15.3 2,791,171
15.4 2,104,572
16 7,104,798 116 10/1/2016 First
16.1 2,768,781
16.2 2,544,891
16.3 1,791,125
17 5,462,933 116 10/1/2016 First
17.1 4,850,965
17.2 611,968
18 5,298,746 116 10/1/2016 First
18.1 4,776,335
18.2 522,412
19 3,283,730 116 10/1/2016 First
20 350,762 116 10/1/2016 First
22 46,500,000 119 1/1/2017 First
23 39,000,000 119 1/1/2017 First
24 32,400,000 119 1/1/2017 First
25 31,200,000 119 1/1/2017 First
26 30,000,000 118 12/1/2016 First
27 28,960,000 168 2/1/2021 First
28 24,350,000 119 1/1/2017 First
29 23,214,384 118 12/1/2016 First
30 23,000,000 119 1/1/2017 First
31 21,844,042 56 10/1/2011 First
32 21,000,000 119 1/1/2017 First
32.1 10,481,675
32.2 4,471,204
32.3 2,712,042
32.4 2,162,304
32.5 1,172,775
33 20,000,000 119 1/1/2017 First
34 19,000,000 119 1/1/2017 First
35 18,000,000 119 1/1/2017 First
36 16,875,000 117 11/1/2016 First
37 16,859,224 177 11/1/2021 First
39 16,400,000 113 7/1/2016 First
40 16,390,782 119 1/1/2017 First
41 16,300,000 118 12/1/2016 First
42 15,555,000 120 2/1/2017 First
43 15,372,346 118 12/1/2016 First
44 15,000,000 119 1/1/2017 First
45 14,675,000 83 1/1/2014 First
46 14,500,000 142 12/1/2018 First
47 14,300,000 119 1/1/2017 First
48 14,113,239 118 12/1/2016 First
49 14,000,000 118 12/1/2016 First
50 13,960,400 117 11/1/2016 First
51 13,400,000 120 2/1/2017 First
52 12,500,000 119 1/1/2017 First
53 12,000,000 119 1/1/2017 First
54 11,993,276 119 1/1/2017 First
55 11,500,000 118 12/1/2016 First
56 11,468,711 121 3/1/2017 First
57 11,152,101 118 12/1/2016 First
58 11,100,000 120 2/1/2017 First
59 11,000,000 142 12/1/2018 First
60 10,990,000 119 1/1/2017 First
61 10,800,000 118 12/1/2016 First
62 10,450,000 119 1/1/2017 First
63 10,391,239 119 1/1/2017 First
64 10,081,679 117 11/1/2016 First
65 10,000,000 117 11/1/2016 First
66 9,728,000 119 1/1/2017 First
67 9,650,000 118 12/1/2016 First
68 9,200,000 119 1/1/2017 First
69 9,100,000 118 12/1/2016 First
70 8,974,377 117 11/1/2016 First
71 8,792,250 119 1/1/2017 First
72 8,350,000 120 2/1/2017 First
73 8,350,000 119 1/1/2017 First
74 7,840,000 119 1/1/2017 First
75 7,500,000 59 1/1/2012 First
76 7,157,708 118 12/1/2016 First
77 6,993,754 119 1/1/2017 First
78 6,900,000 118 12/1/2016 First
79 6,650,000 119 1/1/2017 First
80 6,500,000 120 2/1/2017 First
81 6,494,399 59 1/1/2012 First
82 6,402,500 115 9/1/2016 First
83 6,189,437 118 12/1/2016 First
84 6,073,753 117 11/1/2016 First
85 6,000,000 118 12/1/2016 First
86 6,000,000 117 11/1/2016 First
87 6,000,000 119 1/1/2017 First
88 6,000,000 120 2/1/2017 First
89 6,000,000 119 1/1/2017 First
90 5,929,274 118 12/1/2016 First
90.1 3,083,222
90.2 2,846,051
91 5,894,993 119 1/1/2017 First
92 5,850,000 58 12/1/2011 First
93 5,792,597 119 1/1/2017 First
94 5,775,427 118 12/1/2016 First
95 5,530,929 116 10/1/2016 First
96 5,495,049 119 1/1/2017 First
97 5,463,810 118 12/1/2016 First
98 5,449,000 119 1/1/2017 First
99 5,300,000 120 2/1/2017 First
100 5,000,000 120 2/1/2017 First
101 4,872,000 119 1/1/2017 First
102 4,837,500 120 2/1/2017 First
103 4,817,800 120 2/1/2017 First
104 4,596,068 119 1/1/2017 First
105 4,580,229 119 1/1/2017 First
106 4,557,190 119 1/1/2017 First
107 4,540,000 119 1/1/2017 First
108 4,532,211 118 12/1/2016 First
109 4,400,000 59 1/1/2012 First
110 4,400,000 119 1/1/2017 First
111 4,370,000 119 1/1/2017 First
112 4,320,000 119 1/1/2017 First
113 3,968,566 58 12/1/2011 First
114 3,896,553 119 1/1/2017 First
115 3,867,500 115 9/1/2016 First
116 3,800,000 120 2/1/2017 First
117 3,793,650 58 12/1/2011 First
118 3,770,000 119 1/1/2017 First
118.1 2,186,600
118.2 1,583,400
119 3,743,946 118 12/1/2016 First
120 3,550,000 120 2/1/2017 First
121 3,500,000 117 11/1/2016 First
122 3,500,000 119 1/1/2017 First
123 3,450,000 119 1/1/2017 First
124 3,343,517 118 12/1/2016 First
126 3,245,241 118 12/1/2016 First
127 3,222,173 119 1/1/2017 First
128 3,200,000 118 12/1/2016 First
129 3,200,000 118 12/1/2016 First
130 3,162,192 119 1/1/2017 First
131 3,130,000 119 1/1/2017 First
132 3,075,000 118 12/1/2016 First
133 3,000,000 118 12/1/2016 First
134 2,900,000 119 1/1/2017 First
135 2,900,000 118 12/1/2016 First
136 2,667,718 119 1/1/2017 First
137 2,665,000 115 9/1/2016 First
138 2,650,000 120 2/1/2017 First
139 2,477,850 119 1/1/2017 First
140 2,406,139 118 12/1/2016 First
141 2,400,000 83 1/1/2014 First
142 2,396,060 118 12/1/2016 First
143 2,343,948 120 2/1/2017 First
144 2,300,000 120 2/1/2017 First
145 2,300,000 118 12/1/2016 First
146 2,146,237 118 12/1/2016 First
147 2,077,497 118 12/1/2016 First
148 2,000,000 118 12/1/2016 First
149 2,000,000 84 2/1/2014 First
150 2,000,000 113 7/1/2016 First
151 1,991,710 117 11/1/2016 First
152 1,950,000 118 12/1/2016 First
153 1,867,599 118 12/1/2016 First
154 1,740,000 116 10/1/2016 First
155 1,726,609 119 1/1/2017 First
156 1,493,933 118 12/1/2016 First
157 1,348,875 119 1/1/2017 First
$2,286,101,397
Sequence Monthly Payment Administrative Fee Rate (4)(6) Primary Servicing Fee Rate
-------- --------------- ------------------------------ --------------------------
1 1,315,945 0.021% 0.010%
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
4 519,313 0.071% 0.050%
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
5 393,828 0.071% 0.050%
5.1
5.2
5.3
5.4
5.5
5.6
5.7
6 804,126 0.031% 0.010%
6.1
6.2
6.3
6.4
7 767,596 0.031% 0.010%
8 786,454 0.031% 0.010%
11 501,868 0.031% 0.010%
12 377,837 0.041% 0.020%
13 345,211 0.031% 0.010%
14 102,701 0.041% 0.020%
14.1
14.2
14.3
14.4
14.5
15 87,250 0.041% 0.020%
15.1
15.2
15.3
15.4
16 47,778 0.041% 0.020%
16.1
16.2
16.3
17 36,737 0.041% 0.020%
17.1
17.2
18 35,633 0.041% 0.020%
18.1
18.2
19 22,082 0.041% 0.020%
20 2,359 0.041% 0.020%
22 268,444 0.041% 0.030%
23 186,900 0.041% 0.020%
24 154,505 0.041% 0.020%
25 179,802 0.041% 0.020%
26 175,358 0.041% 0.020%
27 171,902 0.071% 0.050%
28 116,240 0.041% 0.020%
29 137,632 0.071% 0.050%
30 130,159 0.041% 0.020%
31 130,659 0.041% 0.020%
32 124,559 0.031% 0.020%
32.1
32.2
32.3
32.4
32.5
33 113,182 0.041% 0.020%
34 108,859 0.031% 0.020%
35 105,135 0.031% 0.020%
36 83,194 0.041% 0.020%
37 111,986 0.071% 0.050%
39 101,405 0.041% 0.020%
40 91,974 0.041% 0.020%
41 94,213 0.041% 0.030%
42 91,597 0.041% 0.020%
43 89,382 0.041% 0.020%
44 87,593 0.041% 0.020%
45 89,404 0.031% 0.020%
46 87,037 0.041% 0.020%
47 83,415 0.041% 0.020%
48 90,504 0.041% 0.020%
49 68,015 0.071% 0.060%
50 81,685 0.041% 0.020%
51 75,991 0.041% 0.020%
52 72,249 0.041% 0.020%
53 56,251 0.041% 0.020%
54 67,370 0.031% 0.020%
55 55,627 0.041% 0.020%
56 66,267 0.041% 0.020%
57 66,118 0.071% 0.050%
58 53,926 0.041% 0.020%
59 64,473 0.071% 0.060%
60 64,135 0.041% 0.030%
61 64,079 0.041% 0.020%
62 60,983 0.041% 0.020%
63 61,939 0.041% 0.030%
64 57,196 0.041% 0.030%
65 49,393 0.041% 0.020%
66 56,646 0.031% 0.020%
67 55,283 0.031% 0.020%
68 44,237 0.041% 0.020%
69 55,216 0.041% 0.020%
70 52,350 0.041% 0.020%
71 51,294 0.041% 0.020%
72 48,321 0.041% 0.020%
73 48,273 0.041% 0.020%
74 45,107 0.041% 0.020%
75 37,704 0.041% 0.020%
76 42,436 0.071% 0.050%
77 40,695 0.041% 0.020%
78 41,640 0.031% 0.020%
79 38,403 0.031% 0.020%
80 37,978 0.041% 0.020%
81 38,350 0.041% 0.020%
82 40,069 0.041% 0.030%
83 36,794 0.031% 0.020%
84 36,513 0.041% 0.020%
85 34,365 0.081% 0.060%
86 35,343 0.041% 0.020%
87 29,621 0.041% 0.020%
88 34,862 0.041% 0.020%
89 34,938 0.031% 0.020%
90 34,393 0.041% 0.020%
90.1
90.2
91 35,033 0.041% 0.020%
92 29,038 0.081% 0.060%
93 37,369 0.031% 0.020%
94 40,226 0.031% 0.020%
95 33,586 0.031% 0.020%
96 31,852 0.041% 0.020%
97 46,323 0.051% 0.040%
98 31,640 0.081% 0.060%
99 30,889 0.041% 0.020%
100 30,284 0.091% 0.080%
101 28,370 0.031% 0.020%
102 28,108 0.041% 0.020%
103 27,993 0.041% 0.020%
104 27,231 0.031% 0.020%
105 30,631 0.031% 0.020%
106 27,258 0.091% 0.080%
107 27,252 0.031% 0.020%
108 33,045 0.041% 0.020%
109 25,507 0.041% 0.020%
110 25,739 0.041% 0.020%
111 25,364 0.041% 0.020%
112 24,504 0.041% 0.020%
113 24,088 0.041% 0.030%
114 22,764 0.041% 0.020%
115 19,763 0.041% 0.020%
116 22,079 0.041% 0.020%
117 22,732 0.041% 0.020%
118 21,982 0.041% 0.020%
118.1
118.2
119 22,749 0.031% 0.020%
120 20,627 0.041% 0.020%
121 21,187 0.031% 0.020%
122 20,091 0.031% 0.020%
123 19,904 0.041% 0.020%
124 19,823 0.071% 0.050%
126 19,240 0.071% 0.050%
127 18,890 0.031% 0.020%
128 18,878 0.041% 0.020%
129 19,050 0.041% 0.020%
130 18,444 0.031% 0.020%
131 18,167 0.041% 0.020%
132 18,082 0.031% 0.020%
133 17,241 0.041% 0.020%
134 14,130 0.031% 0.020%
135 17,288 0.031% 0.020%
136 15,806 0.031% 0.020%
137 13,618 0.041% 0.020%
138 18,675 0.041% 0.020%
139 14,594 0.061% 0.050%
140 14,664 0.031% 0.020%
141 11,250 0.041% 0.020%
142 14,462 0.031% 0.020%
143 14,437 0.031% 0.020%
144 13,595 0.031% 0.020%
145 13,629 0.031% 0.020%
146 12,617 0.031% 0.020%
147 11,397 0.031% 0.020%
148 11,782 0.041% 0.020%
149 11,920 0.041% 0.020%
150 12,357 0.041% 0.030%
151 12,673 0.091% 0.080%
152 11,486 0.041% 0.020%
153 11,073 0.071% 0.050%
154 10,592 0.091% 0.080%
155 10,483 0.031% 0.020%
156 10,687 0.091% 0.080%
157 8,077 0.031% 0.020%
Sequence Master Servicing Fee Rate Ownership Interest Cross-Collateralized Loans
-------- ------------------------- ------------------ --------------------------
1 0.020% Fee No
1.1 Fee
1.2 Fee
1.3 Fee
1.4 Fee
1.5 Fee
1.6 Fee
1.7 Fee
1.8 Fee
4 0.070% Fee/Leasehold BACM 07-1 A
4.1 Fee
4.2 Leasehold
4.3 Fee
4.4 Fee
4.5 Fee
4.6 Fee
4.7 Fee
4.8 Fee
4.9 Fee
4.10 Fee
4.11 Fee
4.12 Fee
4.13 Fee
4.14 Fee
4.15 Fee
4.16 Fee
4.17 Fee
4.18 Fee
4.19 Fee
5 0.070% Fee BACM 07-1 A
5.1 Fee
5.2 Fee
5.3 Fee
5.4 Fee
5.5 Fee
5.6 Fee
5.7 Fee
6 0.030% Fee No
6.1 Fee
6.2 Fee
6.3 Fee
6.4 Fee
7 0.030% Fee No
8 0.030% Fee No
11 0.030% Fee No
12 0.040% Fee No
13 0.030% Leasehold No
14 0.040% Fee/Leasehold BACM 07-1 B
14.1 Fee
14.2 Fee
14.3 Fee
14.4 Leasehold
14.5 Fee
15 0.040% Fee BACM 07-1 B
15.1 Fee
15.2 Fee
15.3 Fee
15.4 Fee
16 0.040% Fee BACM 07-1 B
16.1 Fee
16.2 Fee
16.3 Fee
17 0.040% Fee BACM 07-1 B
17.1 Fee
17.2 Fee
18 0.040% Fee BACM 07-1 B
18.1 Fee
18.2 Fee
19 0.040% Fee BACM 07-1 B
20 0.040% Fee BACM 07-1 B
22 0.040% Fee No
23 0.040% Fee No
24 0.040% Fee/Leasehold No
25 0.040% Fee No
26 0.040% Fee No
27 0.070% Fee No
28 0.040% Fee No
29 0.070% Fee No
30 0.040% Fee No
31 0.040% Fee No
32 0.030% Fee No
32.1 Fee
32.2 Fee
32.3 Fee
32.4 Fee
32.5 Fee
33 0.040% Fee No
34 0.030% Fee No
35 0.030% Fee No
36 0.040% Fee No
37 0.070% Fee No
39 0.040% Fee No
40 0.040% Fee No
41 0.040% Fee No
42 0.040% Fee No
43 0.040% Fee No
44 0.040% Fee No
45 0.030% Fee No
46 0.040% Fee No
47 0.040% Fee No
48 0.040% Fee No
49 0.070% Fee/Leasehold No
50 0.040% Fee No
51 0.040% Fee No
52 0.040% Fee No
53 0.040% Fee No
54 0.030% Fee No
55 0.040% Fee No
56 0.040% Fee No
57 0.070% Fee No
58 0.040% Fee No
59 0.070% Fee No
60 0.040% Fee No
61 0.040% Leasehold No
62 0.040% Fee No
63 0.040% Fee No
64 0.040% Fee No
65 0.040% Fee No
66 0.030% Fee No
67 0.030% Fee No
68 0.040% Fee No
69 0.040% Fee No
70 0.040% Fee No
71 0.040% Fee No
72 0.040% Fee No
73 0.040% Fee No
74 0.040% Fee No
75 0.040% Fee No
76 0.070% Fee No
77 0.040% Fee No
78 0.030% Fee No
79 0.030% Fee No
80 0.040% Fee No
81 0.040% Fee No
82 0.040% Fee No
83 0.030% Fee No
84 0.040% Fee No
85 0.080% Fee No
86 0.040% Fee No
87 0.040% Fee No
88 0.040% Fee No
89 0.030% Fee No
90 0.040% Fee No
90.1 Fee
90.2 Fee
91 0.040% Fee No
92 0.080% Fee No
93 0.030% Fee No
94 0.030% Fee No
95 0.030% Fee No
96 0.040% Fee No
97 0.050% Fee No
98 0.080% Fee No
99 0.040% Fee No
100 0.090% Fee No
101 0.030% Fee No
102 0.040% Fee No
103 0.040% Fee No
104 0.030% Fee No
105 0.030% Fee No
106 0.090% Fee No
107 0.030% Fee No
108 0.040% Fee No
109 0.040% Fee No
110 0.040% Fee No
111 0.040% Fee No
112 0.040% Fee No
113 0.040% Fee No
114 0.040% Fee No
115 0.040% Fee No
116 0.040% Fee No
117 0.040% Fee No
118 0.040% Fee No
118.1 Fee
118.2 Fee
119 0.030% Fee No
120 0.040% Fee No
121 0.030% Fee No
122 0.030% Fee No
123 0.040% Fee No
124 0.070% Fee No
126 0.070% Fee No
127 0.030% Fee No
128 0.040% Fee No
129 0.040% Fee No
130 0.030% Fee No
131 0.040% Fee No
132 0.030% Fee No
133 0.040% Fee No
134 0.030% Fee No
135 0.030% Fee No
136 0.030% Fee No
137 0.040% Fee No
138 0.040% Fee No
139 0.060% Fee No
140 0.030% Fee No
141 0.040% Fee No
142 0.030% Fee No
143 0.030% Fee No
144 0.030% Fee No
145 0.030% Fee No
146 0.030% Fee No
147 0.030% Fee No
148 0.040% Fee No
149 0.040% Fee No
150 0.040% Fee No
151 0.090% Fee No
152 0.040% Fee No
153 0.070% Fee No
154 0.090% Fee No
155 0.030% Fee No
156 0.090% Fee No
157 0.030% Leasehold No
Sequence Original Amortization (months)(5) ARD Loan Grace Period Loan Group
-------- --------------------------------- -------- ------------ ----------
1 0 No 3 1
1.1 1
1.2 1
1.3 1
1.4 1
1.5 1
1.6 1
1.7 1
1.8 1
4 0 No 5 1
4.1 1
4.2 1
4.3 1
4.4 1
4.5 1
4.6 1
4.7 1
4.8 1
4.9 1
4.10 1
4.11 1
4.12 1
4.13 1
4.14 1
4.15 1
4.16 1
4.17 1
4.18 1
4.19 1
5 0 No 5 1
5.1 1
5.2 1
5.3 1
5.4 1
5.5 1
5.6 1
5.7 1
6 0 No 0 2
6.1 2
6.2 2
6.3 2
6.4 2
7 0 No 0 1
8 0 No 0 1
11 0 No 0 1
12 0 Xx 0 0
00 000 Xx 4 1
14 300 No 5 1
14.1 1
14.2 1
14.3 1
14.4 1
14.5 1
15 300 No 5 1
15.1 1
15.2 1
15.3 1
15.4 1
16 300 No 5 1
16.1 1
16.2 1
16.3 1
17 300 No 5 1
17.1 1
17.2 1
18 300 No 5 1
18.1 1
18.2 1
19 300 Xx 0 0
00 000 Xx 5 1
22 360 No 5 2
23 0 No 5 1
24 0 Xx 0 0
00 000 Xx 5 1
26 360 No 0 1
27 360 No 10 1
28 0 Xx 0 0
00 000 Xx 5 1
30 360 Xx 0 0
00 000 Xx 5 1
32 360 No 5 1
32.1 1
32.2 1
32.3 1
32.4 1
32.5 1
33 360 Xx 0 0
00 000 Xx 5 2
35 360 No 5 2
36 0 Xx 0 0
00 000 Xx 10 1
39 360 No 5 1
40 420 Xx 00 0
00 000 Xx 5 2
42 360 Xx 0 0
00 000 Xx 5 1
44 360 Xx 0 0
00 000 Xx 5 2
46 360 Xx 0 0
00 000 Xx 5 1
48 300 No 5 1
49 0 Xx 0 0
00 000 Xx 5 1
51 360 Xx 0 0
00 000 Xx 5 1
53 0 Xx 0 0
00 000 Xx 5 1
55 0 Xx 0 0
00 000 Xx 5 1
57 360 No 5 1
58 0 Xx 0 0
00 000 Xx 5 2
60 360 Xx 0 0
00 000 Xx 5 1
62 360 Xx 0 0
00 000 Xx 5 1
64 420 No 5 1
65 0 Xx 0 0
00 000 Xx 5 2
67 360 No 5 1
68 0 Xx 0 0
00 000 Xx 5 1
70 360 Xx 0 0
00 000 Xx 5 1
72 360 Xx 0 0
00 000 Xx 5 1
74 360 No 5 1
75 0 Xx 0 0
00 000 Xx 5 1
77 360 Xx 0 0
00 000 Xx 5 2
79 360 Xx 0 0
00 000 Xx 5 1
81 360 No 5 1
82 360 Xx 0 0
00 000 Xx 5 1
84 360 Xx 0 0
00 000 Xx 5 1
86 360 No 5 1
87 0 Xx 0 0
00 000 Xx 5 1
89 360 No 5 2
90 360 No 5 1
90.1 1
90.2 1
91 360 No 5 1
92 0 Xx 0 0
00 000 Xx 5 1
94 240 Xx 0 0
00 000 Xx 5 1
96 360 Xx 0 0
00 000 Xx 5 1
98 360 Xx 0 0
00 000 Xx 5 1
100 360 No 5 1
101 360 No 5 2
102 360 No 5 1
103 360 No 5 1
104 360 No 5 1
105 312 No 5 1
106 360 No 5 1
107 360 No 5 1
108 240 No 5 1
109 360 No 5 1
110 360 No 5 1
111 360 No 5 1
112 360 No 5 2
113 360 No 5 1
114 360 No 5 1
115 0 No 5 1
116 360 No 5 1
117 360 No 5 1
118 360 No 5 1
118.1 1
118.2 1
119 360 No 5 1
120 360 No 5 1
121 360 No 5 1
122 360 No 5 1
123 360 No 5 1
124 360 No 5 1
126 360 No 5 1
127 360 No 5 1
128 360 No 5 1
129 360 No 5 2
130 360 No 5 2
131 360 No 5 1
132 360 No 5 1
133 360 No 5 1
134 0 No 5 2
135 360 No 5 1
136 360 No 5 1
137 0 No 5 1
138 240 No 5 1
139 360 No 5 2
140 360 No 5 1
141 0 No 5 1
142 360 No 5 1
143 360 No 5 1
144 360 No 7 1
145 360 No 5 1
146 360 No 5 2
147 420 No 5 1
148 360 No 5 1
149 360 No 5 1
150 360 No 7 1
151 300 No 5 1
152 360 No 5 1
153 360 No 5 1
154 360 No 5 2
155 360 No 5 1
156 240 No 5 2
157 360 No 5 1
1) Loan No. 3405106, representing 8.5% of the Initial Pool Balance (10.7%of
the Group 1 Balance), was co-originated by Bank of America, National
Association (50%) and Eurohypo AG, New York Branch (50%).
3) Loan No. 3401471, representing 3.3% of the Initial Pool Balance (4.1% of
the Group 1 Balance), has five separate mortgage rate steps, only the
initial rate is shown on this annex.
4) Rates are to full precision on the "BACM2007_1.xls" file located on the
computer diskette.
5) For mortgage loans which accrue interest on the basis of actual days
elapsed each calendar month and a 360-day year, the amortization term is
the term over which the mortgage loans would amortize if interest accrued
and was paid on the basis of a 360-day year consisting of twelve 30-day
months. The actual amortization would be longer.
6) Administrative Fee Rate includes the rates at which the master servicing
fee (and any sub-servicing fee) and trustee fee accrue.
SCHEDULE II
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of these representations and warranties, the phrases
"to the knowledge of the Seller" or "to the Seller's knowledge" shall mean,
except where otherwise expressly set forth below, the actual state of knowledge
of the Seller or any servicer acting on its behalf regarding the matters
referred to (i) after having conducted such inquiry and due diligence into such
matters as would be customarily performed by prudent institutional commercial or
multifamily mortgage lenders, as applicable, at the time of the origination of
the particular Mortgage Loan and (ii) subsequent to such origination, utilizing
the servicing and monitoring practices customarily utilized by prudent
commercial mortgage loan servicers with respect to securitizable commercial or
multifamily, as applicable, mortgage loans, and the Seller shall have made
prudent inquiries of related servicers, and the phrases "to the actual knowledge
of the Seller" or "to the Seller's actual knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the Seller
without any express or implied obligation to make inquiry. All information
contained in documents which are part of or required to be part of a Mortgage
File (each such document, a "Loan Document") shall be deemed to be within the
knowledge and the actual knowledge of the Seller. Wherever there is a reference
to receipt by, or possession of, the Seller of any information or documents, or
to any action taken by the Seller or not taken by the Seller or its agents or
employees, such reference shall include the receipt or possession of such
information or documents by, or the taking of such action or not taking such
action by the Seller or any servicer acting on its behalf.
The Seller represents and warrants with respect to each Mortgage
Loan that, as of the date specified below or, if no such date is specified, as
of the Closing Date:
(1) Mortgage Loan Schedule. The information pertaining to each
Mortgage Loan set forth in the schedule annexed hereto as Schedule I
(the "Mortgage Loan Schedule") was true and correct in all material
respects as of the Cut-off Date.
(2) Legal Compliance - Origination, Funding and Servicing. As
of the date of its origination, and to the actual knowledge of the
Seller as of the Closing Date, such Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination, funding and
servicing of such Mortgage Loan.
(3) Good Title; Conveyance. Immediately prior to the sale,
transfer and assignment to the Purchaser, the Seller had good title
to, and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges, security interests, participation interests and/or
of any other interests or encumbrances of any nature whatsoever
(except for the Title Exceptions), and the Seller has full right,
power and authority to sell, transfer and assign each Mortgage Loan
free and clear of all such liens, claims, pledges, charges and
interests or encumbrances. The Seller has validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and
to such Mortgage Loan. The sale of the Mortgage Loans to the
Purchaser does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each
Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Trustee and each such endorsement is genuine.
(4) No Holdbacks; Improvements Complete or Escrows
Established. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the
Mortgage Loan has been disbursed but a portion thereof is being held
in escrow or reserve accounts pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with
respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto. Any and all
requirements under each Mortgage Loan as to completion of any
on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose, have been complied with in all material
aspects or any such funds so escrowed have not been released;
provided that partial releases of such funds in accordance with the
applicable Loan Documents may have occurred.
(5) Legal, Valid and Binding Obligations. Each related
Mortgage Note, Mortgage, Assignment of Leases (if a document
separate from the Mortgage) and other agreement executed in
connection with such Mortgage Loan is a legal, valid and binding
obligation of the related Mortgagor or guarantor (subject to any
non-recourse provisions therein and any state anti-deficiency
legislation or market value limit deficiency legislation),
enforceable in accordance with its terms, except with respect to
provisions relating to default interest, late fees, additional
interest, yield maintenance charges or prepayment premiums and
except as such enforcement may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or
other laws affecting the enforcement of creditors' rights generally,
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(6) Assignment of Leases and Rents. There exists as part of
the related Mortgage File an Assignment of Leases either as a
separate document or as part of the Mortgage. Each related
Assignment of Leases creates a valid, collateral or first priority
assignment of, or a valid perfected first priority security interest
in, certain rights under the related leases, subject only to a
license granted to the related Mortgagor to exercise certain rights
and to perform certain obligations of the lessor under such leases,
including the right to operate the related Mortgaged Property and
subject to limits on enforceability described in Paragraph (5). No
Person other than the related Mortgagor owns any interest in any
payments due under the related leases. Each related Assignment of
Leases provides for the appointment of a receiver for rent, allows
the holder to enter into possession to collect rents or provides for
rents to be paid directly to the holder of the Mortgage upon an
event of default under the Mortgage Loan documents.
(7) No Offset or Defense. There is no right of offset,
abatement, diminution, or rescission or valid defense or
counterclaim with respect to any of the related Mortgage Note,
Mortgage(s) or other agreements executed in connection therewith,
except in each case, with respect to the enforceability of any
provisions requiring the payment of default interest, late fees,
additional interest, yield maintenance charges or prepayment
premiums and, as of the Closing Date, to the Seller's actual
knowledge no such rights have been asserted.
(8) Mortgage Status; Legal, Valid and Binding Obligations.
Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee has been duly authorized,
executed and delivered in recordable form by the Seller and
constitutes the legal, valid, binding and enforceable assignment
from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors' rights
generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law);
provided, if the related assignment of Mortgage and/or assignment of
Assignment of Leases has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the Trustee will be required to be prepared or delivered
and instead, the Seller shall take all actions as are necessary to
cause the Trust to be shown as the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
Each related Mortgage and Assignment of Leases is freely assignable
upon notice to but without the consent of the related Mortgagor.
(9) Mortgage Lien. Subject to the exceptions set forth in
Paragraph (5) above, each related Mortgage is a legal, valid and
enforceable first lien on the related Mortgaged Property, subject
only to the following title exceptions (each such exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a)
the lien of current real property taxes, water charges, sewer rents
and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of
public record, none of which, individually or in the aggregate,
materially interferes with the current use or operation of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the Mortgagor's ability to pay its obligations when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) any other exceptions and exclusions (general
and specific) set forth in the mortgagee policy of title insurance
issued with respect to the Mortgage Loan, none of which,
individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations under the
Mortgage Loan when they become due or materially and adversely
affects the value of the Mortgaged Property, (d) the right of
tenants (whether under ground leases or space leases) at the
Mortgaged Property to remain following a foreclosure or similar
proceeding (provided that such tenants are performing under such
leases), and (e) if such Mortgage Loan constitutes a
Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Cross-Collateralized
Group; and such Mortgaged Property is free and clear of any
mechanics' and materialmen's liens which are prior to or equal with
the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy as described above and
to the Seller's actual knowledge no rights are outstanding that
under applicable law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage and is not bonded
over, escrowed for or covered by insurance.
(10) UCC Filings. The security agreements or other
instruments, if any, related to the Mortgage Loan establish and
create, and a UCC Financing Statement has been filed, recorded or
submitted for recording in all places required by applicable law for
the perfection of (to the extent that the filing of such a UCC
Financing Statement can perfect such a security interest), a valid
security interest in the personal property granted under such
Mortgage (and any related security agreement), except as
enforceability may be limited by bankruptcy or other laws affecting
enforcement of creditor's rights generally or by the application of
the rules of equity, and except for certain personal property and
fixtures subject to purchase money security interests and personal
property leases permitted under the terms of the Mortgage Loan. In
the case of a Mortgaged Property operated as a hotel, restaurant,
healthcare facility, nursing home, assisted living facility,
self-storage facility, theatre, mobile home park or fitness center,
such personal property includes all personal property that a prudent
institutional lender making a similar mortgage loan on like
properties would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated, and the
related perfected security interest is prior to any other security
interest that can be perfected by such UCC filing, except for
permitted purchase money security interests and leases; provided
that any such lease has been pledged or assigned to the lender and
its assigns. In the case of each Mortgage Loan secured by a hotel,
the related Loan Documents contain such provisions as are necessary
and UCC Financing Statements have been filed or submitted for filing
as necessary, in each case, to perfect a valid first priority
security interest in the related revenues with respect to such
Mortgaged Property. An assignment of each UCC Financing Statement
relating to the Mortgage Loan has been delivered by Seller in blank
which the Purchaser or Trustee, as applicable, or designee is
authorized to complete and to file in the filing office in which
such UCC Financing Statement was filed. Each Mortgage Loan and the
related Mortgage (along with any security agreement and UCC
Financing Statement), together with applicable state law, contain
customary and enforceable provisions such as to render the rights
and remedies of the holders thereof adequate for the practical
realization against the personal property described above, and the
principal benefits of the security intended to be provided thereby;
provided, if the related security agreement and/or UCC Financing
Statement has been recorded in the name of MERS or its designee, no
assignment of security agreement and/or UCC Financing Statement in
favor of the Trustee will be required to be prepared or delivered
and instead, the Seller shall take all actions as are necessary to
cause the Trust to be shown as the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding the foregoing, no representation is made as to the
perfection of any security interest in rents or any other personal
property to the extent that the possession or control of such items
or actions other than the filing of the UCC Financing Statement as
required in order to effect such perfection.
(11) Taxes and Assessments. All taxes and governmental
assessments or charges or water or sewer bills that prior to the
Cut-off Date became due and owing in respect of each related
Mortgaged Property have been paid, or if in dispute, an escrow of
funds in an amount sufficient to cover such payments has been
established. Such taxes and assessments shall not be considered
delinquent or due and owing until the date on which interest or
penalties may first be payable thereon.
(12) Condition of Property; No Condemnation; No Encroachments.
In the case of each Mortgage Loan, one or more engineering
assessments which included a physical visit and inspection of the
Mortgaged Property were performed by an independent engineering
consultant firm and except as set forth in an engineering report
prepared in connection with such assessment, a copy of which has
been delivered to the Master Servicer, the related Mortgaged
Property is, to the Seller's knowledge as of the Closing Date, free
and clear of any damage that would materially and adversely affect
its value as security for such Mortgage Loan. If an engineering
report revealed any material damage or deficiencies, material
deferred maintenance or other similar conditions, either (a) an
escrow of funds was required or a letter of credit was obtained in
an amount equal to at least 125% of the amount estimated to effect
the necessary repairs, or such other amount as a prudent commercial
lender would deem appropriate under the circumstances sufficient to
effect the necessary repairs or maintenance or (b) such repairs and
maintenance have been completed. As of origination of such Mortgage
Loan, there was no proceeding pending, and subsequent to such date,
the Seller has no actual knowledge of, any proceeding pending for
the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. To the Seller's knowledge
(based solely on surveys (if any) and/or the lender's title policy
(or, if not yet issued, a pro forma title policy or "marked up"
commitment) obtained in connection with the origination of each
Mortgage Loan), as of the date of the origination of each Mortgage
Loan and to the Seller's knowledge as of the Cut-off Date: (a) all
of the material improvements on the related Mortgaged Property lay
wholly within the boundaries and, to the extent in effect at the
time of construction, building restriction lines of such property,
except for encroachments that are insured against by the lender's
title insurance referred to in Paragraph (13) below or that do not
materially and adversely affect the value or marketability of such
Mortgaged Property, and (b) no improvements on adjoining properties
materially encroached upon such Mortgaged Property so as to
materially and adversely affect the use or the value of such
Mortgaged Property, except those encroachments that are insured
against by the lender's title insurance referred to in Paragraph
(13) below.
(13) Title Insurance. The Seller has received an ALTA lender's
title insurance policy or an equivalent form of lender's title
insurance policy (or if such policy is not yet issued, such
insurance may be evidenced by a "marked up" pro forma policy or
title commitment, in either case marked as binding and countersigned
by the title insurer or its authorized agent either on its face or
by an acknowledged closing instruction or escrow letter) as adopted
in the applicable jurisdiction (the "Title Insurance Policy"), which
was issued by a title insurance company qualified to do business in
the jurisdiction where the applicable Mortgaged Property is located
to the extent required, insuring the portion of each Mortgaged
Property comprised of real estate and insuring the originator of
such Mortgage Loan and its successors and assigns (as sole insureds)
that the related Mortgage is a valid first lien in the original
principal amount of the related Mortgage Loan on the Mortgagor's fee
simple interest (or, if applicable, leasehold interest) in such
Mortgaged Property comprised of real estate, subject only to the
Title Exceptions. Such Title Insurance Policy was issued in
connection with the origination of the related Mortgage Loan. No
claims have been made under such Title Insurance Policy. Such Title
Insurance Policy is in full force and effect, provides that the
insured includes the owner of the Mortgage Loan and all premiums
thereon have been paid. Immediately following the transfer and
assignment of the related Mortgage Loan to the Trustee (including
endorsement and delivery of the related Mortgage Note to the
Purchaser), such Title Insurance Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the
benefit of the Purchaser and its successors and assigns without
consent or notice to the title insurer. The Seller has not done, by
act or omission, anything that would impair the coverage under such
Title Insurance Policy. Such Title Insurance Policy contains no
exclusion for, or it affirmatively insures (unless the related
Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available), (a) access to a public
road, (b) that there are no encroachments of any part of the
building thereon over easements, and (c) that the area shown on the
survey is the same as the property legally described in the related
Mortgage.
(14) Insurance. All improvements upon each Mortgaged Property
securing a Mortgage Loan are insured by all insurance coverage
required under each related Mortgage, which insurance covered such
risks as were customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the
jurisdiction in which such Mortgaged Property is located. Each
Mortgaged Property was covered by a fire and extended perils
included under the classification "All Risk of Physical Loss"
insurance (or the equivalent) policy in an amount at least equal to
the lesser of the outstanding principal balance of such Mortgage
Loan and 100% of the replacement cost of the improvements located on
the related Mortgaged Property, and if applicable, the related
hazard insurance policy contains appropriate endorsements to avoid
the application of co-insurance and does not permit reduction in
insurance proceeds for depreciation. Each Mortgaged Property
securing a Mortgage Loan is the subject of a business interruption
or rent loss insurance policy providing coverage for at least twelve
(12) months (or a specified dollar amount which, in the reasonable
judgement of the Seller, will cover no less than twelve (12) months
of rental income). If any portion of the improvements on a Mortgaged
Property securing any Mortgage Loan was, at the time of the
origination of such Mortgage Loan, in an area identified in the
Federal Register by the Flood Emergency Management Agency as a
special flood hazard area (Zone A or Zone V) (an "SFH Area"), and
flood insurance was available, a flood insurance policy meeting the
requirements of the then current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least
of (a) the minimum amount required, under the terms of coverage, to
compensate for any damage or loss on a replacement basis, (b) the
outstanding principal balance of such Mortgage Loan, and (c) the
maximum amount of insurance available under the applicable National
Flood Insurance Administration Program. Each Mortgaged Property and
all improvements thereon are also covered by comprehensive general
liability insurance in such amounts as are generally required by
reasonably prudent commercial lenders for similar properties; if any
Mortgaged Property is located in the state of California or in a
"seismic zone" 3 or 4, a seismic assessment was conducted (except in
the case of mobile home parks) at the time of originations and
seismic insurance was obtained to the extent such Mortgaged Property
has a PML of greater than twenty percent (20%) calculated using at
least a 450 a year look back with a 10% probability of exceedance in
a 50 year period; all properties in Florida and within 25 miles of
the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North
Carolina and South Carolina have windstorm insurance; any
nonconformity with applicable zoning laws and ordinances (1) is not
a material nonconformity and does not materially and adversely
affect the use, operation or value of the Mortgaged Property, (2)
constitutes a legal non-conforming use or structure which, in the
event of casualty or destruction, may be restored or repaired to
materially the same extent of the use or structure at the time of
such casualty, (3) is covered by law and ordinance insurance in an
amount customarily required by reasonably prudent commercial or
multifamily, as applicable, mortgage lenders, (4) is covered by a
zoning endorsement covering any loss to the mortgagee resulting from
such non-conformity or (5) is covered by insurance that will provide
proceeds that, together with the value of the related land, will be
sufficient to repay the Mortgage Loan; and additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth
herein has a claims paying ability rating from Standard & Poor's,
Moody's or Fitch of not less than A-minus (or the equivalent), or
from A.M. Best of not less than "A:V" (or the equivalent). At
origination, and to the Seller's knowledge as of the Closing Date,
such insurance was, or is, as applicable, in full force and effect
with respect to each related Mortgaged Property and no notice of
termination or cancellation with respect to any such insurance
policy has been received by the Seller; and except for certain
amounts not greater than amounts which would be considered prudent
by an institutional commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related Loan
Documents, any insurance proceeds in respect of a casualty loss will
be applied either to (1) the repair or restoration of the related
Mortgaged Property with the mortgagee or a third party custodian
acceptable to the mortgagee having the right to hold and disburse
the proceeds as the repair or restoration progresses, other than
with respect to amounts that are customarily acceptable to
commercial and multifamily mortgage lending institutions, or (2) the
reduction of the outstanding principal balance of the Mortgage Loan.
The insurer with respect to each policy is qualified to write
insurance in the relevant jurisdiction to the extent required. All
such hazard and flood insurance policies contain a standard
mortgagee clause for the benefit of the holder of the related
Mortgage, its successors and assigns, as mortgagee, and are not
terminable (nor may the amount of coverage provided thereunder be
reduced) without 30 days' prior written notice to the mortgagee (or,
with respect to non-payment, 10 days' prior written notice to the
mortgagee) or such lesser period as prescribed by applicable law;
and no such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. With respect to
each Mortgage Loan, the related Mortgage requires that the related
Borrower or a tenant of such Borrower maintain insurance as
described above or permits the mortgagee to require insurance as
described above. Except under circumstances that would be reasonably
acceptable to a prudent commercial mortgage lender after September
11, 2001 or that would not otherwise materially and adversely affect
the security intended to be provided by the related Mortgage, for
each Mortgage Loan, (A) the related all risk property casualty
insurance policy and business interruption policy do not exclude
acts of terrorism, or any related damage claims or (B) Borrower has
obtained insurance satisfying the above coverage requirements
against damage and business interruption resulting from acts of
terrorism, from coverage as of the later of (i) the date of
origination of the Mortgage Loan and (ii) the date as of which the
policy was renewed or amended, and the related Loan Documents do not
expressly prohibit or waive such coverage, except to the extent that
any right to require such coverage may be limited by commercially
reasonable availability. The Mortgage for each Mortgage Loan
provides that proceeds paid under any such casualty insurance policy
will (or, at the lender's option, will) be applied either to the
repair or restoration of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the
related Mortgage may entitle the related Borrower to any portion of
such proceeds remaining after the repair or restoration of the
related Mortgaged Property or payment of amounts due under the
Mortgage Loan; and provided, further, that, if the related Borrower
holds a leasehold interest in the related Mortgaged Property, the
application of such proceeds will be subject to the terms of the
related Ground Lease (as defined in Paragraph (44) below).
(15) No Material Defaults. Other than payments due but not yet
30 days or more delinquent (A) there exists no material default,
breach, violation or event of acceleration under the related Loan
Documents and (B) since the date of origination of such Mortgage
Loan, there has been no declaration by the Seller or prior holder of
such Mortgage Loan of an event of acceleration under the related
Loan Documents, and (C) to Seller's actual knowledge no event which,
with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default, breach,
violation or event of acceleration under any of such documents has
occurred and is continuing; the Seller has not waived any material
default, breach, violation or event of acceleration under any of
such documents; and under the terms of each Mortgage Loan, each
related Mortgage Note, each related Mortgage and the other Loan
Documents in the related Mortgage File, no person or party other
than the mortgagee may declare an event of default or accelerate the
related indebtedness under the Loan Documents; provided, however,
that this representation and warranty does not address or otherwise
cover any default, breach, violation or event of acceleration that
specifically pertains to the subject matter otherwise covered by any
other representation and warranty made by the Seller in this
Schedule II.
(16) Payment Record. Each Mortgage Loan is not, and in the
prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months) has not been, 30
days or more past due in respect of any Monthly Payment without
giving effect to any applicable grace or cure period.
(17) Additional Collateral. The related Loan Documents do not
provide for or permit, without the prior written consent of the
holder of the Mortgage Note, each related Mortgaged Property to
secure any other promissory note or obligation, other than another
Mortgage Loan.
(18) Qualified Mortgage. Each Mortgage Loan constitutes a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule in Treasury Regulations
1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage, or any substantially similar successor provision) and the
related Mortgaged Property, if acquired by a REMIC in connection
with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section
860G(a)(8), assuming compliance with all of the requirements of a
"foreclosure property" under Section 856(e)(4) by the Trustee, the
Master Servicer, the Special Servicer, as applicable, and their
respective agents, but without regard to the holding period
requirements set forth in Section 856(e)(2). Prepayment Premiums and
yield maintenance charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within the
meaning of Treasury Regulations Section 1.860G-1(b)(2).
(19) Environmental Conditions. One or more environmental site
assessments meeting the requirements of the American Society for
Testing and Materials in effect at the time the related report was
or the related reports were prepared covering all environmental
hazards typically assessed for similar properties including use,
type and tenants of the Mortgaged Property (an "Environmental
Report"), or an update of such an assessment, was performed by an
experienced licensed (to the extent required by applicable state
law) environmental consulting firm with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination
of such Mortgage Loan and thereafter updated such that, (a) such
Environmental Report is dated no earlier than twelve months prior to
the Closing Date, (b) a copy of each such Environmental Report has
been delivered to the Purchaser; and (c) either: (i) no such
Environmental Report provides that as of the date of the report
there is a material violation of any applicable environmental laws
with respect to any circumstances or conditions relating to the
related Mortgaged Property; or (ii) if any such Environmental Report
does reveal any such circumstances or conditions with respect to the
related Mortgaged Property and the same have not been subsequently
remediated in all material respects, then one or more of the
following are true--(A) a party not related to the related Mortgagor
with financial resources reasonably adequate to cure the subject
violation in all material respects was identified as the responsible
party for such condition or circumstance, (B) the related Mortgagor
was required to provide additional security adequate to cure the
subject violation in all material respects and to obtain an
operations and maintenance plan, (C) such conditions or
circumstances were investigated further and based upon such
additional investigation, an independent environmental consultant
recommended no further investigation or remediation, or recommended
only the implementation of an operations and maintenance program,
which the Mortgagor is required to do, (D) there exists an escrow of
funds reasonably estimated to be sufficient for purposes of
effecting such remediation, (E) the related Mortgaged Property is
insured under a policy of insurance against losses arising from such
circumstances and conditions, (F) the circumstance or condition has
been fully remediated, (G) the related Mortgagor provided a "no
further action" letter or other evidence acceptable to the Seller
and that would be acceptable to a reasonably prudent lender, that
applicable federal, state or local governmental authorities had no
current intention of taking any action, and are not requiring any
action, in respect of such condition or circumstance, (H) the
expenditure of funds reasonably estimated to be necessary to effect
such remediation is the lesser of (a) 2% of the outstanding
principal balance of the related Mortgage Loan and (b) $200,000, (I)
the related Mortgagor or another responsible party is currently
taking such actions, if any, with respect to such circumstances or
conditions as have been required by the applicable governmental
regulatory authority, or (J) a responsible party with financial
resources reasonably adequate to cure the violation provided a
guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation. To
the Seller's actual knowledge and without inquiry beyond the related
Environmental Report, there are no significant or material
circumstances or conditions with respect to any Mortgaged Property
not revealed in any such Environmental Report, where obtained, or in
any Mortgagor questionnaire delivered to Seller at the issue of any
related environmental insurance policy, if applicable, that render
such Mortgaged Property in material violation of any applicable
environmental laws. The Mortgage, or other Loan Document in the
Mortgage File, for each Mortgage Loan encumbering the Mortgaged
Property requires the related Mortgagor to comply and cause the
Mortgaged Property to comply with all applicable federal, state and
local environmental laws and regulations. The Seller has not taken
any action which would cause the Mortgaged Property not to be in
compliance with all federal, state and local laws pertaining to
environmental hazards or which could subject the Seller or its
successors and assigns to liability under such laws. Each Mortgagor
represents and warrants in the related Loan Documents generally to
the effect that except as set forth in certain specified
environmental reports and to the best of its knowledge that as of
the date of origination of such Mortgage Loan, there were no
hazardous materials on the related Mortgaged Property, and that the
Mortgagor will not use, cause or permit to exist on the related
Mortgaged Property any hazardous materials, in any manner which
violates federal, state or local laws, ordinances, regulations,
orders, directives, or policies governing the use, storage,
treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor
(or an affiliate thereof) has agreed to indemnify, defend and hold
the Seller and its successors and assigns harmless from and against,
or otherwise be liable for, any and all losses resulting from a
breach of environmental representations, warranties or covenants
given by the Mortgagor in connection with such Mortgage Loan,
generally including any and all losses, liabilities, damages,
injuries, penalties, fines, expenses and claims of any kind or
nature whatsoever (including without limitation, attorneys' fees and
expenses) paid, incurred or suffered by or asserted against, any
such party resulting from such breach.
(20) Customary Mortgage Provisions. The related Loan Documents
contain customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the benefits of the
security, including realization by judicial or, if customary,
non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of
principles of equity, and there is no exemption available to the
Mortgagor which would interfere with such right to foreclose except
any statutory right of redemption or as may be limited by
anti-deficiency laws or by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights
generally, and by general principals of equity (regardless of
whether such enforcement is considered in a proceeding in equity or
at law).
(21) Bankruptcy. No Mortgaged Property, nor any material
portion thereof, is the subject of and no Mortgagor is a debtor in
any state or federal bankruptcy or insolvency or similar proceeding.
(22) Whole Loan; Interest Only; No Equity Participation or
Contingent Interest. Each Mortgage Loan is a whole loan and not a
participation interest in a loan. No Mortgage Loan contains any
equity participation by the mortgagee thereunder, is convertible by
its terms into an equity ownership interest in the related Mortgaged
Property or the related Mortgagor, has a shared appreciation
feature, provides for any contingent or additional interest in the
form of participation in the cash flow of the related Mortgaged
Property, or provides for interest-only payments without principal
amortization or for the negative amortization of interest, except
that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated
Repayment Date and continuing until such Mortgage Loan is paid in
full, (a) additional interest shall accrue and may be compounded
monthly and shall be payable only after the outstanding principal of
such Mortgage Loan is paid in full, and (b) subject to available
funds, a portion of the cash flow generated by such Mortgaged
Property will be applied each month to pay down the principal
balance thereof in addition to the principal portion of the related
Monthly Payment. Neither the Seller nor any affiliate thereof has
any obligation to make any capital contribution to the Mortgagor
under the Mortgage Loan or otherwise nor holds any equity interest
in any Mortgagor.
(23) Transfers and Subordinate Debt. The Mortgage Loan does
not permit the related Mortgaged Property or any interest therein,
including any ownership interest in the Mortgagor, to be encumbered
by any mortgage lien or other encumbrance except the related
Mortgage or the Mortgage of another Mortgage Loan without the prior
written consent of the holder thereof. To Seller's knowledge, as of
origination, and, to the Seller's actual knowledge as of the Closing
Date, except for cases involving other Mortgage Loans, none of the
Mortgaged Properties securing the Mortgage Loans is encumbered by
any mortgage liens junior to or of equal priority with the liens of
the related Mortgage. The Loan Documents require the Mortgagor to
pay all reasonable costs and expenses related to any required
consent to any transfer or encumbrance, including reasonable legal
fees and expenses and any applicable Rating Agency fees. The Loan
Documents contain a "due on sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of the
Mortgage Loan if, without the prior written consent of the holder of
the Mortgage, either the related Mortgaged Property, or any direct
equity interest in the related Mortgagor, is directly or indirectly
pledged, transferred or sold, other than by reason of family and
estate planning transfers, transfers of less than a controlling
interest in the Mortgagor, issuance of non-controlling new equity
interests, transfers that are subject to the holder's approval of
transferee and satisfaction of certain conditions specified in the
Loan Documents, transfers to an affiliate meeting the requirements
of the Mortgage Loan, transfers among existing members, partners or
shareholders in the Mortgagor, transfers among affiliated Mortgagors
with respect to cross-collateralized Mortgaged Loans or
multi-property Mortgage Loans or transfers of a similar nature to
the foregoing meeting the requirements of the Mortgage Loan.
(24) Waivers and Modification. The terms of the related Loan
Documents have not been waived, modified, altered, satisfied,
impaired, canceled, subordinated or rescinded in any material
respect, except pursuant to a written instrument duly submitted for
recordation, to the extent required, and specifically included in
the related Mortgage Loan File. No alterations, waivers,
modifications or assumptions of any kind have been given, made or
consented to by or on behalf of the Seller since January 18, 2007.
The Seller has not taken any intentional action that would cause the
representations and warranties of the related Mortgagor under the
Mortgage Loan not to be true and correct in any material respect.
(25) Inspection. Each related Mortgaged Property was inspected
by or on behalf of the related originator within the 12 months prior
to the Closing Date.
(26) Releases of Mortgaged Property. Since origination, no
portion of the related Mortgaged Property has been released from the
lien of the related Mortgage, in any manner which materially and
adversely affects the value, use or operation of the Mortgage Loan
or materially interferes with the security intended to be provided
by such Mortgage. The terms of the related Mortgage do not provide
for release of any material portion of the Mortgaged Property from
the lien of the Mortgage except (a) in consideration of payment
therefor equal to not less than 125% of the related allocated loan
amount of such Mortgaged Property specifically set forth in the
related Loan Documents, (b) upon payment in full of such Mortgage
Loan, (c) Mortgage Loans which permit defeasance by means of
substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more
of such Mortgaged Properties) "government securities" within the
meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) sufficient to pay
the Mortgage Loans in accordance with their terms, (d) Mortgage
Loans which permit the related Mortgagor to substitute a replacement
property subject to the satisfaction of enumerated conditions that
would be acceptable to a reasonably prudent commercial or
multifamily, as applicable, lender, but which do not include the
consent or approval of the lender to the substitution or the
substitute property, or (e) a portion of the Mortgaged Property that
was not given any value in connection with either the initial
underwriting or appraisal of the Mortgage Loan.
(27) Defeasance. With respect to any Mortgage Loan that
contains a provision for any defeasance of mortgage collateral (a
"Defeasance Loan"), the related Mortgage Note, Mortgage or other
related Loan Document contained in the Mortgage File, provides that
the defeasance option is not exercisable prior to a date that is at
least two (2) years following the Closing Date and is otherwise in
compliance with applicable statutes, rules and regulations governing
REMICs; requires prior written notice to the holder of the Mortgage
Loan of the exercise of the defeasance option and payment by
Mortgagor of all related fees, costs and expenses as set forth
below; requires, or permits the lender to require, the Mortgage Loan
(or the portion thereof being defeased) to be assumed by a
single-purpose entity; and requires delivery of a legal opinion that
the Trustee has a perfected security interest in such collateral
prior to any other claim or interest. In addition, each Mortgage
loan that is a Defeasance Loan permits defeasance only with
substitute collateral constituting "government securities" within
the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount
sufficient to make all scheduled payments under the Mortgage Note
(or the portion thereof being defeased) either through and including
the maturity date of the loan or to the first date that the Borrower
can prepay the Loan without a prepayment premium, and in the case of
ARD Loans, assuming the Anticipated Repayment Date is the Stated
Maturity Date. Further, the Mortgage or other related Loan Document
contained in the Mortgage File requires that an independent
certified public accountant certify that such government securities
are sufficient to make all such scheduled payments when due. To
Seller's actual knowledge, defeasance under the Mortgage Loan is
only for the purpose of facilitating the release of the Mortgaged
Property and not as a part of an arrangement to collateralize a
REMIC with obligations that are not real estate mortgages. With
respect to each Defeasance Loan, the related Mortgage or other
related Loan Document provides that the related Mortgagor shall (or
permits the mortgagee to require the Mortgagor to) (a) pay all
Rating Agency fees associated with defeasance (if Rating Agency
approval is a specific condition precedent thereto) and all other
reasonable expenses associated with defeasance, including, but not
limited to, accountant's fees and opinions of counsel, or (b)
provide all opinions reasonably required by the mortgagee under the
related Loan Documents, including, if applicable, a REMIC opinion
and a perfection opinion and any applicable rating agency letters
confirming no downgrade or qualification of ratings on any classes
in the transaction. Additionally, for any Mortgage Loan having a
Cut-off Date Balance equal to or greater than $20,000,000, the
Mortgage Loan or the related documents require (or permit the
mortgagee to require) confirmation from the Rating Agency that
exercise of the defeasance option will not cause a downgrade or
withdrawal of the rating assigned to any securities backed by the
Mortgage Loan and require (or permit the mortgagee to require) the
Mortgagor to pay any Rating Agency fees and expenses.
(28) Local Law Compliance; Non-Conforming Uses or
Improvements. To the Seller's knowledge as of the date of
origination of such Mortgage Loan, and, to the Seller's actual
knowledge, as of the Cut-off Date the Mortgaged Property and the
improvements located on or forming part of, and the existing use of,
each Mortgaged Property securing a Mortgage Loan was or are, as
applicable, in material compliance with all applicable zoning laws
including parking and ordinances, building codes and land laws
applicable to the Mortgaged Property or the use and occupancy
thereof or constitute a legal non-conforming use or structure (or,
if any such improvement does not so comply and does not constitute a
legal non-conforming use or structure, either law and ordinance
insurance coverage has been obtained in amounts adequate to avoid
loss to the mortgagee, or such non-compliance and failure does not
materially and adversely affect the value of the related Mortgaged
Property).
(29) (reserved)
(30) Single-Purpose Entity. Each Mortgage Loan with an
original principal balance over $5,000,000 requires the Mortgagor to
be for at least for so long as the Mortgage Loan is outstanding, and
to Seller's actual knowledge each Mortgagor is, a Single-Purpose
Entity. For this purpose, "Single-Purpose Entity" means a person,
other than an individual, whose organizational documents provide, or
which entity represented and covenanted in the related Loan
Documents, substantially to the effect that such Mortgagor (i) is
formed or organized solely for the purpose of owning and operating
the related Mortgaged Property or Properties; (ii) does not engage
in any business unrelated to such Mortgaged Property or Properties
and the financing thereof; (iii) does not and will not have any
material assets other than those related to its interest in such
Mortgaged Property or Properties or the financing thereof; (iv) does
not and will not have any indebtedness other than as permitted by
the related Mortgage or other related Loan Documents; (v) maintains
its own books, records and accounts, in each case which are separate
and apart from the books, records and accounts of any other person;
and (vi) holds itself out as being a legal entity, separate and
apart from any other person. In addition, with respect to all
Mortgage Loans with an original principal balance of $15,000,000 or
more, the Mortgagor's organizational documents provide substantially
to the effect that the Mortgagor shall: observe all entity level
formalities and record keeping; conduct business in its own name;
not guarantee or assume the debts or obligations of any other
person; not commingle its assets or funds with those of any other
person; prepare separate tax returns and financial statements, or if
part of a consolidated group, be shown as a separate member of such
group; transact business with affiliates on an arm's length basis
pursuant to written agreements; hold itself out as being a legal
entity, separate and apart from any other person and such
organizational documents provide that: any dissolution or winding up
or insolvency filing for such entity is prohibited or requires the
unanimous consent of an independent director or member or all
partners or members, as applicable; such documents may not be
amended with respect to the Single-Purpose Entity requirements
without the approval of the mortgagee or rating agencies; and the
Mortgagor shall have an outside independent director or member. The
Mortgage File for each such Mortgage Loan having an original
principal balance of $20,000,000 or more contains a counsel's
opinion regarding non-consolidation of the Mortgagor in any
insolvency proceeding involving its equity owner or group of equity
owners having an equity interest greater than 49%. To Seller's
actual knowledge, each Mortgagor has fully complied with the
requirements of the related Mortgage Loan and Mortgage and the
Mortgagor's organizational documents regarding Single-Purpose-Entity
status. The organization documents of any Mortgagor on a Mortgage
Loan having an original principal balance of $15,000,000 or more
which is a single member limited liability company provide that the
Mortgagor shall not dissolve or liquidate upon the bankruptcy,
dissolution, liquidation or death of the sole member.
(31) No Advances. No advance of funds has been made after
origination, directly or indirectly, by the Seller to the Mortgagor
and, to the Seller's knowledge, no funds have been received from any
person other than the Mortgagor, for or on account of payments due
on the Mortgage Note or the Mortgage.
(32) Litigation or Other Proceedings. To Seller's knowledge,
as of origination there were no, and to the Seller's actual
knowledge, as of the Closing Date, there are no, pending actions,
suits, litigation, arbitration or other proceedings by or before any
court, arbitrator or governmental authority against the Mortgagor
(or any related guarantor to the extent the Seller would consider
such guarantor material to the underwriting or such Mortgage Loan)
under any Mortgage Loan or the related Mortgaged Property that could
reasonably be expected to materially and adversely affect the value
of the Mortgaged Property as security for such Mortgage Loan, the
Mortgagor's ability to pay principal, interest or any other amounts
due under such Mortgage Loan or such guarantor's ability to meet its
obligations under the related Loan Documents.
(33) No Usury. The Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan
(other than an ARD Loan after the Anticipated Repayment Date) is a
fixed rate, and complied as of the date of origination with, or was
exempt from, applicable state or federal laws, regulations and other
requirements pertaining to usury.
(34) Trustee Under Deed of Trust. If the Mortgage for any
Mortgage Loan is a deed of trust, then (a) a trustee, duly qualified
under applicable law to serve as such, has either been properly
designated and currently so serves or may be substituted in
accordance with the Mortgage and applicable law, and (b) no fees or
expenses are payable to such trustee by the Seller, the Purchaser or
any transferee thereof except in connection with a trustee's sale
after default by the related Mortgagor or in connection with any
full or partial release of the related Mortgaged Property or related
security for such Mortgage Loan and all such fees and expenses are
the obligation of the Mortgagor under the Mortgage.
(35) Other Collateral; Cross-Collateralization. The related
Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other
Mortgage Loans sold pursuant to this Agreement.
(36) (reserved)
(37) Escrow Deposits. All escrow deposits and payments
required pursuant to the Loan Documents are in the possession, or
under the control, of the Seller or its agent and there are no
deficiencies in connection therewith, and all such escrows, deposits
and payments will be conveyed by the applicable Seller to the
Purchaser and identified as such with appropriate detail on the
Closing Date.
(38) Licenses and Permits. The Mortgage Loan requires the
related Mortgagor, to the extent required by law, to be qualified to
do business, and requires the related Mortgagor and the related
Mortgaged Property to be in material compliance with all
regulations, licenses, permits, authorizations, restrictive
covenants and zoning and building laws, in each case to the extent
required by law or to the extent that the failure to be so qualified
or in compliance would have a material and adverse effect upon the
enforceability of the Mortgage Loan or upon the practical
realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby. To the
Seller's knowledge, as of the date of origination of each Mortgage
Loan based on any of: (i) a letter from governmental authorities,
(ii) a legal opinion, (iii) an endorsement to the related Title
Insurance Policy, (iv) a zoning report from a zoning consultant, or
(v) other due diligence that the originator of the Mortgage Loan
customarily performs in the origination of comparable mortgage
loans, and to the Seller's actual knowledge as of the Closing Date,
the related Mortgagor was in possession of all material licenses,
permits and franchises required by applicable law for the ownership
and operation of the related Mortgaged Property as it was then
operated or such material licenses and permits have otherwise been
issued.
(39) Origination, Servicing and Collection Practices. The
origination (or acquisition, as the case may be), collection, and
the servicing practices used by the Seller and its affiliates or
contractors engaged by it with respect to the Mortgage Loan have
been in all respects legal and have met customary standards utilized
by prudent commercial or multifamily, as applicable, lenders and
servicers.
(40) Borrower Organization. Each Borrower that is an entity is
organized under the laws of a state of the United States of America.
(41) Non-Recourse Exceptions. Each Mortgage Loan is
non-recourse, except that the Mortgagor and either: a principal of
the Mortgagor or other natural person, with assets other than any
interest in the Mortgagor, has agreed to be jointly and severally
liable for all liabilities, expenses, losses, damages, expenses or
claims suffered or incurred by the holder of the Mortgage Loan by
reason of or in connection with: (i) any fraud or material
misrepresentation by the Mortgagor, (ii) misapplication or
misappropriation of rents, insurance proceeds or condemnation awards
or (iii) violation of applicable environmental laws or breaches of
environmental covenants. No waiver of liability for such
non-recourse exceptions has been granted to the Mortgagor or any
such guarantor or principal by the Seller or anyone acting on behalf
of the Seller.
(42) Separate Tax Parcels. Each Mortgaged Property constitutes
one or more separate tax lots (or will constitute separate tax lots
when the next tax maps are issued), or, in certain instances, an
application has been made to the applicable governing authority for
creation of separate tax lots that shall be effective for the next
tax year (and, with respect to tax parcels for which such
application has been made, prior to the creation of such separate
tax lots, taxes are being escrowed for the entire existing tax
parcel), or is subject to an endorsement under the related Title
Insurance Policy insuring for losses arising from any claim that the
Mortgaged Property is not one or more separate tax lots.
(43) Financial Statements. Each Mortgage or related Loan
Documents requires the Mortgagor upon request to provide the owner
or holder of the Mortgage with quarterly (except for Mortgage Loans
with an original principal balance less than $3,000,000) and annual
operating statements (or a balance sheet statement of income and
expenses and a statement of changes in financial position), and such
additional information regarding the Mortgagor and the Mortgaged
Property as the owner or holder of the Mortgage may request which
annual financial statements for all Mortgage Loans with an original
principal balance greater than $20,000,000 shall be audited by an
independent certified public accountant upon the request of the
holder of the Mortgage Loan.
(44) Fee/Leasehold Properties. Each Mortgage Loan is secured
by the fee interest in the related Mortgaged Property, except that
with respect to Mortgage Loans that are secured by the interest of
the related Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease") (the term Ground Lease shall
mean such ground lease, all written amendments and modifications,
and any related estoppels or agreements from the ground lessor and,
in the event the Mortgagor's interest is a ground subleasehold,
shall also include not only such ground sublease but also the
related ground lease), but not by the related fee interest in such
Mortgaged Property (the "Fee Interest") and:
(a) Such Ground Lease or a memorandum thereof has been
duly recorded; such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage and
does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns, in a manner that would
materially adversely affect the security provided by the
related Mortgage; and there has been no material change in the
terms of such Ground Lease since its recordation, with the
exception of written instruments which are a part of the
related Mortgage File;
(b) Such Ground Lease is not subject to any liens or
encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and
Title Exceptions, and provides that it shall remain prior to
any mortgage or other lien upon the related Fee Interest;
(c) The Mortgagor's interest in such Ground Lease is
assignable to the mortgagee and its successors and assigns
upon notice to, but without the consent of, the lessor
thereunder (or, if such consent is required, it has been
obtained prior to the Closing Date) and, in the event that it
is so assigned, is further assignable by the mortgagee and its
successors and assigns upon notice to, but without the need to
obtain the consent of, such lessor;
(d) Such Ground Lease is in full force and effect, and
the Seller has not received as of the Closing Date notice (nor
is the Seller otherwise aware) that any default has occurred
under such Ground Lease;
(e) Seller or its agent has provided the lessor under
the Ground Lease with notice of its lien, and such Ground
Lease requires the lessor to give notice of any default by the
lessee to the mortgagee, and such Ground Lease, or an estoppel
letter received by the mortgagee from the lessor, further
provides that no notice of termination given under such Ground
Lease is effective against such mortgagee unless a copy has
been delivered to such mortgagee in the manner described in
such Ground Lease;
(f) The mortgagee under such Mortgage Loan is permitted
a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the
lessee under such Ground Lease) to cure any default under such
Ground Lease, which is curable after the receipt of written
notice of any such default, before the lessor thereunder may
terminate such Ground Lease, and all of the rights of the
mortgagor under such Ground Lease and the related Mortgage
(insofar as it relates to the Ground Lease) may be exercised
by or on behalf of the mortgagee;
(g) Such Ground Lease has a current term (including one
or more optional renewal terms, which, under all
circumstances, may be exercised, and will be enforceable, by
the Seller and its successors and assigns) which extends not
less than the greater of 10 years beyond the amortization term
and 20 years beyond the Stated Maturity Date for the related
Mortgage Loan (or, with respect to any Mortgage Loan with an
Anticipated Repayment Date, 10 years beyond the amortization
term);
(h) Such Ground Lease requires the lessor to enter into
a new lease with the mortgagee under such Mortgage Loan upon
termination of such Ground Lease for any reason, including
rejection of such Ground Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related
Loan Documents, taken together, any related insurance proceeds
or condemnation award that is awarded with respect to the
leasehold interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property,
with the mortgagee under such Mortgage Loan or a trustee
appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in
such cases where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii)
to the payment of the outstanding principal balance of such
Mortgage Loan together with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions
on subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender; and such
Ground Lease contains a covenant that the lessor thereunder is
not permitted, in the absence of an uncured default, to
disturb the possession, interest or quiet enjoyment of any
lessee in the relevant portion of the Mortgaged Property
subject to such Ground Lease for any reason, or in any manner,
which would materially adversely affect the security provided
by the related Mortgage;
(k) Such Ground Lease may not be amended or modified
without the prior consent of the mortgagee under such Mortgage
Loan and that any such action without such consent is not
binding on such mortgagee, its successors or assigns;
(l) The terms of such Ground Lease have not been waived,
modified, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the
security intended to be provided by the related Mortgage.
(45) Fee Simple Interest. Except with respect to the Mortgage
Loans secured by Ground Leases, each of the Mortgagors (or its
affiliates) has title in the fee simple interest in each related
Mortgaged Property.
(46) ARD Loans. Each ARD Loan requires scheduled monthly
payments of principal; if any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming that it is not otherwise in
default, the rate at which such Mortgage Loan accrues interest will
increase to the sum of the original Mortgage Rate and a specified
margin not less than 2 percent (2%); the Anticipated Repayment Date
of any such Mortgage Loan is not less than 7 years from the date of
origination; and after the Anticipated Repayment Date, the Loan
Documents provide that excess cash flow after payment of expenses,
including scheduled interest and capital expenditures approved by
the lender, will be used to repay principal.
(47) Authorization in Jurisdiction. To the extent required
under applicable law as of the date of origination, and necessary
for the enforceability or collectability of the Mortgage Loan, the
originator of such Mortgage Loan was authorized to do business in
the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.
(48) No Negative Amortization; No Capital Contribution; No
Financing for Incomplete Improvements. No Mortgage Loan, other than
an ARD Loan (and then only after the Anticipated Repayment Date for
such ARD Loan), provides for the negative amortization of interest.
Neither the Seller nor any affiliate thereof has any obligation to
make any capital contributions to the Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the purpose of
financing the construction of incomplete improvements on the related
Mortgaged Property other than tenant improvements.
(49) No Fraud. Neither the Seller, the originator, nor any
employee or agent of the Seller or the originator has participated
in any fraud or intentional material misrepresentation with respect
to the Mortgagor, the Mortgaged Property or any guarantor. To
Seller's actual knowledge, no Mortgagor or guarantor is guilty of
defrauding or making an intentional material misrepresentation to
the Seller with respect to the origination of the Mortgage Loan, the
Mortgagor or the Mortgaged Property.
(50) Grace Periods. The related Mortgage or Mortgage Note
provides a grace period for delinquent Monthly Payments no longer
than 10 days from the applicable Due Date other than as disclosed in
the Mortgage Loan Schedule.
(51) Appraisals. The Mortgage File contains an appraisal of
the related Mortgaged Property, which appraisal is signed by an
appraiser, who, to the Seller's knowledge, had no interest, direct
or indirect, in the Mortgaged Property or the Mortgagor or in any
loan made on the security thereof, and whose compensation is not
affected by the approval or disapproval of the Mortgage Loan; the
appraisal or a supplemental letter from the appraiser states that
the appraisal satisfies the appraisal guidelines set forth in Title
XI of the Financial Institutions Reform, Recovery and Enforcement
Act of 1989 (as amended), all as in effect on the date the Mortgage
Loan was originated.
(52) Mortgagor Concentration. Except as disclosed in the
Prospectus Supplement, (a) no Mortgagor is the Mortgagor with
respect to more than one Mortgage Loan and (b) to the Seller's
knowledge, no group of Mortgage Loans with affiliated Mortgagors
have an aggregate principal balance equaling more than $
184,806,114.
(53) Environmental Insurance Policies. If the Mortgaged
Property securing any Mortgage Loan is covered by a secured creditor
environmental insurance policy, then:
(a) the Seller:
(i) has disclosed, or is aware that there has been
disclosed, in the application for such policy or
otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy)
identified in any environmental reports related to such
Mortgaged Property which are in the Seller's possession
or are otherwise known to the Seller; and
(ii) has delivered or caused to be delivered to
the insurer under such policy copies of all
environmental reports in the Seller's possession related
to such Mortgaged Property,
in each case with respect to (i) and (ii) to the
extent required by such policy or to the extent the
failure to make any such disclosure or deliver any such
report would materially and adversely affect the
Purchaser's ability to recover under such policy;
(b) all premiums for such insurance have been paid;
(c) has a term not less than 5 years beyond the term of
the Mortgage Loan (or 5 years beyond the Anticipated Repayment
Date with respect to an ARD Loan) and is not cancelable during
such term; and
(d) such insurance is in full force and effect.
If the Mortgage Loan is listed on Schedule IIA(53) and
the environmental insurance for such Mortgage Loan is not a
secured creditor policy but was required to be obtained by the
Mortgagor, then the holder of the Mortgage Loan is entitled to
be an additional insured under such policy, all premiums have
been paid, such insurance is in full force and effect, such
policy may not be cancelled or amended without the consent of
the Seller or its successors and assigns and, to the Seller's
knowledge, the Mortgagor has made the disclosures and complied
with the requirements of clauses (a) and (b) of this Paragraph
(53).
(54) Access. The Mortgaged Property is located on or adjacent
to a public road, or has access to an irrevocable easement
permitting ingress and egress.
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE BANK OF AMERICA MORTGAGE LOANS
REPRESENTATION 4
No Holdbacks; Improvements Complete or Escrows Established.
Lobill's Store 325 (3403572) Under Section 9.9 of the related loan agreement,
the related Borrower must deposit cash or a letter
Lobill's Store 307 (3403571) of credit into the "Holdback Reserve Fund" as
additional security for the Mortgage Loan. These
Xxxxx Warehouse #850 funds will be disbursed to such Borrower upon the
(3403582) earlier to occur of (i) "Satisfactory Guaranty
Event" (as defined in the related loan agreement)
Lobill's Store 301 (3403570) or (ii) payment in full of such Mortgage Loan.
Xxxxx Office 886 (3403567)
Xxxxx Store 40 (3402369)
Xxxxx Store 14 (3402364)
Hollywood & Xxxxxxx Self
Storage (3400559)
Xxxxx Xxxxx Estates MHC A $600,000 holdback was taken at the closing of
(3402892) the related Mortgage Loan, which holdback is
subject to a one-time release to the related
Borrower in the amount by which such funds exceed
the positive difference between the then
outstanding principal balance of the related
Mortgage Loan less the principal balance that
would support a debt service coverage ratio of
1.20x based on the trailing 3 month period. The
release must occur within 36 months of the closing
date of such Mortgage Loan. Any unreleased amount
may be applied to the debt without premium or if
not, upon payment in full of the debt, returned to
such Borrower. The Closing Date for the related
Mortgage Loan was December 20, 2006.
Xxxxxx Shopping Center A $1,112,229 holdback was taken at the closing of
(3401205) the related Mortgage Loan. $507,069 of such
reserve is subject to release to the related
Borrower upon satisfaction of customary conditions
precedent plus delivery of a letter attached to
the loan agreement by Family Dollar tenant and
either delivery of an estoppel letter from such
tenant or Mortgagee's confirmation that such
Borrower has a debt service coverage ratio of not
less than 1.20x achieved within 2 years of the
closing date of such Mortgage Loan. The balance of
such reserve is subject to release to such
Borrower upon satisfaction of customary conditions
precedent plus delivery of proof that the vacant
space at the related Mortgaged Property has been
leased resulting in a debt service coverage ratio
that is not less than 1.20x achieved within 2
years of closing, there exists no free rent period
or other rent concession with respect to such
space, or if existing, each such tenant has
commenced paying unabated base rent and landlord
has no material unfunded obligations with respect
to any such tenant. The closing date for such
Mortgage Loan was December 22, 2006.
Robindale Park MHC (3402896) A $100,000 holdback was taken at the closing of
the related Mortgage Loan, which holdback is
subject to a one-time release to the related
Borrower in the amount by which such funds exceed
the positive difference between the then
outstanding principal balance of such Mortgage
Loan less the principal balance that would support
a debt service coverage ratio of 1.20x based on
the trailing 3 month period. The release must
occur within 4 months of the closing date of such
Mortgage Loan. Any unreleased amount may be
applied to the debt without premium or if not,
upon payment in full of the debt, returned to such
Borrower.
Galleria Plaza (3404032) A $80,000 holdback was taken at the closing of the
related Mortgage Loan.
REPRESENTATION 5
Legal, Valid and Binding Obligations.
PNA- Metal Supply Property (3402869) The legal description attached to the
"Metal Supply Property" Mortgage and the
UCC on the related Mortgage Loan does
not match the pro forma title policy.
Among other things, the legal
description of tract 5 refers to a
"0.311 acre tract" instead of a "0.031
acre tract" as stated on the pro forma
title policy.
REPRESENTATION 6
Assignment of Leases and Rents.
To the extent that the related Borrower leases all or part of the related
Mortgaged Property to a master lessee, which master lessee enters into leases
with tenants of such related Mortgaged Property, such master lessee owns an
interest in any payments due under such related leases.
REPRESENTATION 10
UCC Filings.
PNA-Infra-Metals Portfolio (3402871) No UCC for the "Infra Metals Portfolio"
Borrower was included in the Mortgage
Loan file.
REPRESENTATION 12
Condition of Property; No Condemnation; No Encroachments.
PNA-Delta Steel Portfolio For each related Mortgage Loan, there has been no
(3402772) escrow taken for "Required Repairs". The related
Borrower has covenanted to complete certain
PNA- Xxxxxxx-Xxxxxxxx Required Repairs as listed on "Schedule I" to each
(3402868) related loan agreement within twelve months of
closing; however, no Required Repairs were listed
PNA- Metal Supply Property on the Schedule I attached to any Loan Agreement.
(3402869) Certain necessary repairs were identified in
certain of the Mortgage Loan approvals.
PNA - Feralloy Industrial Additionally, in instances where the approval
Portfolio (3402872) indicated that no repairs were necessary, Schedule
I was not identified as "intentionally omitted".
PNA-Xxxxx Pipe & Steel
Industrial Portfolio -
Phoenix, AZ (3402873)
PNA - Delnor Industrial
Portfolio (3402921)
PNA-Infra-Metals Portfolio
(3402871)
Hotel Solamar (3404424) There is a post closing requirement that within 90
days of the closing date of the related Mortgage
Loan, the related Borrower is required to deliver a
certification to Mortgagee, together with copies of
invoices, evidencing the completion of the pool
deck repairs, rooftop anchorage and ADA hearing
kits. If such Borrower fails to satisfy this
requirement, such Borrower is required to deposit
with Mortgagee or Mortgagee's agent $100,000.00
(but such obligation to deposit funds is not
specifically mentioned in the separate post closing
agreement).
REPRESENTATION 14
Insurance.
Some Mortgage Loan Documents provide that the loss of rents or income, as
applicable, will be insured until the earlier of (i) completion of Restoration
or, in some cases, the return of rents/income to the level which existed prior
to the loss, or (ii) the expiration of twelve (12) months.
00000 Xxxxxxx Xxxxxxxxx The related Mortgaged Property is located in the
(3403133) State of California, however evidence of seismic
insurance was not provided.
Albertson's Rancho Cucamonga
(3403903)
Xxxxxx Landing Apartments
(0000000)
Burbank Village Walk
(0000000)
Canyon Hills Marketplace
Phase I (3403568)
Capitol Place Apartments
(3402725)
Xxxxxxxx - Xxxxxx (3404770)
Hollywood & Xxxxxxx Self
Storage (3400559)
Hooman Pontiac GMC (3404044)
Xxxxxxxxxx Portfolio With respect to terrorism insurance coverage, the
(3403858) related Borrower has a cap of $150,000 per year
for terrorism insurance premium costs for the
Mortgaged Property to be increased annually with
the consumer price index.
If the insurance coverage is provided by a
syndicate of insurers, each of the insurers do
not have to have a rating of "A" or better by S&P
or a financial class of XIII or better by A.M.
Best Company, Inc.
Golder Ranch Shopping Center The related Mortgage Borrower is not obligated to
(3403276) expend more than $24,000 (as the same may be
increased by an assumed inflation rate of five
percent (5%) per annum) in any fiscal year on
Insurance Premiums for Terrorism Insurance (the
"Terrorism Insurance Cap"). If the cost of the
Terrorism Insurance Required Amount exceeds the
Terrorism Insurance Cap, the related Borrower
shall purchase the maximum amount of Terrorism
Insurance available with funds equal to the
Terrorism Insurance Cap.
Pacific Shores (3404790) The related Borrower is required to maintain
insurance coverage against Losses resulting from
acts of terrorism; provided however, in no event
shall Borrower be required to pay annual premiums
for any insurance policy covering terrorism
losses in respect of the Mortgaged Property in
excess of the Terrorism Premium Limit. Borrower
shall not be required to maintain Insurance
coverage with respect to terrorism losses that
are not Terrorism Losses (as defined in the
related Loan Agreement). "Terrorism Premium
Limit" means an annual insurance premium equal to
$625,000.00, provided such amount will be reduced
from time to time on a pro rata basis
concurrently with the release (or assignment) of
the Lien of the Security Instrument on any
Individual Property.
Eckerd (3404402) If the related Mortgaged Property is transferred
to a "Permitted Inland Entity" (as defined in the
related loan agreement), terrorism coverage is
not required if (i) such Borrower notifies it
will self insure, (ii) Permitted Inland Entity
executes a guaranty satisfactory to Mortgagee
(see 6.1(a)(viii) of the loan agreement) and
(iii) terrorism guarantor maintains a minimum net
worth and satisfies such other financial tests
set forth in the related loan documents.
Causeway Plaza (3402185) Terrorism insurance premium is capped at $152,000
with a 5% annual increase.
Merrymeeting Plaza The related Mortgage Loan has a Cut-off Date
(3403127) balance equal to or greater than $20,000,000,
however the insurer for all of the required
coverages set forth above has a claims paying
ability rating from Standard & Poor's of "BBB"
and Xxxxx'x of "Baa2" and a financial class of
VIII or better by A.M. Best.
Terrorism insurance is capped at 3 times the cost
of Insurance Premiums for Terrorism Insurance
that Borrower is carrying as of the closing date
of such Mortgage Loan..
000 Xxxxxxxxx Xxxxxx Walgreen's has the option to self-insure or to
(3404161) provide insurance as set forth in the related
loan documents.
Walgreen's at Oakland
(3402027)
Walgreen's at Mishawaka
(3402028)
Walgreen's - Brecksville, OH
(3404289)
Walgreen's - Mentor, OH
(3404289)
West Branch Walgreens
(3404463)
BMW Financial Services Bldg. Under certain circumstances tenant may
(3404427) self-insure.
Hotel Solamar (3404424) An insurer which is providing 8% of the coverage
is not rated.
The terrorism insurance premium is capped at
$75,000, however the related Borrower is
obligated to obtain whatever coverage is
available at that premium. The related ground
lease is not specifically mentioned in the
restoration provisions in the loan documents.
Lobill's Store 301 (3403570) Subject to certain conditions, the insurance
Lobill's Store 307 (3403571) requirements set forth in the Master Lease on the
Lobill's Store 325 (3403572) closing date of the related Mortgage Loan must
Xxxxx Office 886 (3403567) satisfy the insurance requirements under such
Xxxxx Store 14 (3402364) Mortgage Loan. The insurance requirements of the
Xxxxx Store 40 (3402369) Master Lease (1) permit the Tenant to provide an
Xxxxx Warehouse #850 Insurance Deductible Letter of Credit to reduce
(3403582) the amount of "All Risk of Physical Loss"
insurance; (2) does not require the PML to be
calculated using at least a 450 year look back
with a 10% probability of exceedance in a
50-year-period; and (3) the requirement for
insurance against terrorism for not less than
100% of the full replacement cost of the Property
is subject to a cap, which is $100,000 premium in
the aggregate, allocable to the Terrorism
Insurance coverage portion of Tenant's "all risk"
or blanket insurance policy; provided, however,
if Tenant does not have an "all risk" or blanket
insurance policy that includes Terrorism
Insurance or Terrorism Insurance coverage is no
longer available as part of Tenant's "all risk"
or blanket insurance policy or if Tenant so
chooses, then a $40,000 premium for a stand alone
Terrorism Insurance policy.
University View (3404480) The insurance policies must be issued by
insurance companies having a claims paying
ability rating of "AA-" or better by at least two
rating agencies, one of which must be S&P, or
such other rating agencies approved by Mortgagee,
or through a syndicate of insurers authorized to
do business in the State and through which (A) at
least fifty percent (50%) of the coverage is
provided by insurers with a claims paying ability
rating of "A" or better by at least two rating
agencies, one of which must be S&P, (B) at least
ten percent (10%) of the coverage (exclusive of
that referenced in (A) above) is provided by
insurers with a claims paying ability rating of
"BBB" better by at least two rating agencies, one
of which must be S&P, and (C) not more than
thirty-five percent (35%) of the coverage is
provided by insurers that are not rated by the
rating agencies, but which carry a claims paying
ability rating of not less than "B++" and a
financial size rating of not less than "VIII"
from A.M. Best & Co.
000 Xxxxxxxxx Xxx. (3403716) The related Mortgage Loan has a Cut-off Date
balance equal to or greater than $20,000,000, and
the loan agreement provides as follows: the
insurance policies must be issued by financially
sound and responsible insurance companies
authorized to do business in the state in which
the related Mortgaged Property is located and
having a claims paying ability rating of "A-" or
better by at least two Rating Agencies, one of
which must be S&P or such other Rating Agencies
approved by Mortgagee; provided, however, that if
the related Borrower elects to have its insurance
coverage provided by a syndicate of insurers,
then (i) if such syndicate consists of 5 or more
members, (A) at least 60% of the insurance
coverage (and 100% of the first layer of such
coverage) must be provided by insurance companies
having a claims paying ability rating of "A-" or
better by at least two Rating Agencies, one of
which must be S&P, and (B) of the remaining 40%
of the coverage, (I) 30% (of the total syndicate)
must be provided by insurance companies having a
claims paying ability rating of "BBB" or better
by at least two Rating Agencies, one of which
must be S&P, and (II) the bottom 10% (of the
total syndicate) must be provided by insurance
carriers having a general policy rating of "A" or
better and a financial class of "XII" or better
by A.M. Best Company, Inc., or (ii) if such
syndicate consists of four or fewer members, (A)
at least 75% of the insurance coverage (and 100%
of the first layer of such coverage) must be
provided by insurance companies having a claims
paying ability rating of "A-" or better by at
least two Rating Agencies, one of which must be
S&P, and (B) of the remaining 25% of the
coverage, (I) 15% (of the total syndicate) must
be provided by insurance companies having a
claims paying ability rating of "BBB" or better
by at least two Rating Agencies, one of which
must be S&P, and (II) the bottom 10% (of the
total syndicate) must be provided by insurance
carriers having a general policy rating of "A" or
better and a financial class of "XII" or better
by A.M. Best Company, Inc.
The terrorism insurance requirements are as
follows: the related Borrower must maintain, to
the extent commercially available, terrorism
insurance in an amount equal to the sum of 100%
of the "Full Replacement Cost" and twelve (12)
months loss of rents insurance or business income
insurance, as applicable, for "certified acts of
terrorism" as defined in the Terrorism Risk
Insurance Act of 2002 ("TRIA"), with $100,000,000
for any acts of terrorism not defined by TRIA as
"certified acts of terrorism" (which such
required coverage levels may be maintained
through "stand-alone" placement or as part of an
acceptable "all risk" placement providing
coverage for both "certified acts of terrorism"
and any acts of terrorism not constituting
"certified acts of terrorism", each in form and
substance reasonably satisfactory to Mortgagee)
(collectively, the "Maximum Required Terrorism
Insurance Coverage Amount"); provided, however,
such Borrower, in any given year, must not be
required to pay annual premiums in excess of the
Terrorism Insurance Cap for the coverage required
under this subsection for the Mortgaged Property.
Notwithstanding the foregoing, with respect to
the coverage required by this subsection for
"certified acts of terrorism", so long as TRIA is
in effect (including any extensions or if another
federal governmental program is in effect which
provides substantially similar protections as
TRIA), the coverage available thereunder must be
considered acceptable coverage for such acts, and
in the event that TRIA is not in effect, such
Borrower must be required to maintain the same
levels of coverage for such acts through other
"stand-alone" or "all risk" coverage placement,
subject in all cases to Borrower not being
required to obtain terrorism insurance in an
amount in excess of the Maximum Required
Terrorism Insurance Coverage Amount or with a
cost in excess of the Terrorism Insurance Cap
(which is $1,100,000) with respect to all
terrorism insurance maintained.
0000 Xxxxxxxx (3403748) At least 65% of the related Borrower's insurance
carriers have a "A-" rating or higher by S&P and
that the same was acceptable to the Rating
Agencies. One (1) of Borrower's insurance
carriers has a "BBB" rating and five (5) are not
rated.
The related Borrower currently maintains
terrorism insurance; however, the related loan
agreement provides as follows: the insurance
policies required to be maintained pursuant to
Section 8(a)(i-viii) of the loan agreement must
not contain exclusions for acts of terrorism or
similar acts of sabotage (with respect to either
Certified Coverage or Non-Certified Coverage
except that with respect to the insurance
policies required under Section 8.1(a)(ii) and
8.1(a)(vii) of the loan agreement, Non-Certified
Coverage will not be required) ("Acts of
Terror"), but may exclude acts of war and
nuclear, chemical and biological acts, or
alternatively, such Borrower must have obtained
and must maintain throughout the term of such
Mortgage Loan affirmative coverage thereunder
insuring against Acts of Terror satisfactory to
Mortgagee in all respects and in the amounts and
subject to the deductibles described in Sections
8.1(a)(i) and 8.1(a)(iii) of the loan agreement
(the "Terrorism Coverage"). Notwithstanding the
foregoing sentence or Section 8.1(a)(i) of the
loan agreement, the Non-Certified Coverage must
be in an amount not less than the amount
necessary to restore the related Mortgaged
Property. Notwithstanding anything to the
contrary contained in the loan agreement, (i) if,
after the closing date of such Mortgage Loan and
at the expiration of any applicable insurance
policy, it is no longer customary for Qualified
Insurers insuring properties similar to such
Mortgaged Property to (1) exclude acts of war
and/or nuclear, chemical and/or biological acts,
such Borrower must obtain and maintain Terrorism
Coverage without each of such referenced
exclusions which are no longer customarily
excluded by such Qualified Insurers and (2)
exclude Acts of Terror from such insurance
policies, then such Borrower must obtain and
maintain said insurance policies without said
exclusion and (ii) in the event that TRIA is no
longer in effect, the Terrorism Coverage for acts
similar to acts included within the Certified
Coverage under TRIA must be maintained in the
amount of full replacement cost and business
income as provided in this Section 8.1. In
connection with the requirement of the
immediately preceding sentence, in no event will
Borrower be required to pay annual premiums in
excess of two hundred percent (200%) of the cost
of such premiums as of the closing date of such
Mortgage Loan in order to obtain the Terrorism
Coverage, but such Borrower must be obligated to
purchase such portion of the Terrorism Coverage
as is obtainable by payment of an annual premium
equal to the two hundred percent (200%) and
subject to the deductible contained in Section
8.1(a) of the loan agreement, provided that in
making the calculations contemplated in this
sentence, the cost of the premiums as of the
closing date of such Mortgage Loan will be
adjusted annually to reflect any increase during
the preceding year in the consumer price index.
REPRESENTATION 19
Environmental Conditions.
Hotel Solamar (3404424) Indemnification provisions do not specifically
include attorneys' fees.
PNA- Xxxxxxx-Xxxxxxxx The Mortgage Loan approval required an O&M plan as
(3402868) a post closing obligation, however an O&M Plan was
not included in the Mortgage Loan file.
REPRESENTATION 22
Whole Loan; Interest Only; No Equity Participation or Contingent Interest.
000 Xxxxxxxxx Xxxxxx (3404161) The monthly payments on the related
Mortgage Loan are interest-only for 1
year.
Walgreen's at Oakland (3402027)
Walgreen's at Mishawaka (3402028)
Robindale Park MHC (3402896)
Galleria Plaza (3404032)
West Branch Walgreens (0000000)
Burbank Village Walk (0000000)
Richmond Ridge Apartments (3404094) The monthly payments on the related
Mortgage Loan are interest-only for 0
Xxxx Xxxxxx Mini Storage (3402844) years.
Xxxxxx Landing Apartments (3402726)
Capitol Place Apartments (3402725)
Causeway Plaza (3402185)
Georgetown South Apartments (3402124)
Islandia Pavilion (3403238)
Walgreen's Mentor & Brecksville, OH
Portfolio (3404289)
North Hills Shopping Center (3401480)
Canyon Hills Marketplace Phase I
(3403568)
Giant Eagle - Tallmadge, OH (3404754)
Xxxxx Xxxxx Estates MHC (3402892) The monthly payments on the related
Mortgage Loan are interest-only for 3
Big Lots (3404159) years.
Forest Hills Corporate Center
(3403987)
One Kenmare Square (3404220)
Orchard Ridge Corporate Park (3401686)
United Solar Ovonic (3404344) The monthly payments on the related
Mortgage Loan are interest-only for 4
years.
Hollywood & Xxxxxxx Self Storage
(3400559)
Island Tug and Barge (3403145)
Hotel Solamar (3404424)
Xxxxx Plaza Apartments (3400925)
0000 Xxxxxx Xxxxxx (3403837)
00000 Xxxxxxx Xxxxxxxxx (3403133)
Amalgamated Bank (0000000)
Budget Self Storage - Highpoint Road The monthly payments on the related
(3403975) Mortgage Loan are interest-only for 5
years.
Budget Self Storage - Lawndale
(3403974)
Budget Self Storage - Xxxxxx Creek
(3403973)
Budget Self Storage - University
(3403976)
Hickory Self Storage (3403971)
Maximus Self Storage (3403864)
Ship Mall (3404395)
Forum IV at Olympia Parkway (3403763) The monthly payments on the related
Mortgage Loan are interest-only for 6
years.
BMW Financial Services Bldg. (3404427) The monthly payments on the related
Mortgage Loan are interest-only for
10 years.
Xxxxxxxxxx Portfolio (3403858)
Boise Cascade - Minnesota (3402994)
Boise Cascade - Illinois (3402991)
Merrymeeting Plaza (3403127)
Northern Crossing (3403172)
Desert Jewel Apts (3403838)
Rancho Xxxx Xxxx Shopping Center
(3404022)
Eckerd (3404402)
0000 Xxxxxxxx (3403748)
Bally's - West Palm Beach (3404122)
000 Xxxxxxxxx Xxxxxx (3403716)
Appleton Square (3403481) The related Mortgage Loan is interest
only for the entire term.
Golder Ranch Shopping Center (3403276)
Inland - Xxxxxxx Portfolio Pool A
(3401471)
Inland - Xxxxxxx Portfolio Pool B
(3403207)
Inn at Great Neck (3402748)
Xxxx 0xx Xxxxxx Properties (3404095)
Marketplace at Hamden (3403925)
Pacific Shores (3404790)
University Commons - Lexington
(3402284)
University View (3404480)
Home Depot Niagara Falls (3404173)
REPRESENTATION 23
Transfers and Subordinate Debt.
Xxxxx Plaza Apartments (3400925) The related Borrower has a $557,482 loan
with the City of Seattle (Office of
Housing) which is the subject of a
subordination agreement. This loan was
used as part of the original funding for
the project and is secured by a deed of
trust. The related Borrower and the City
executed a Subordination Agreement on
November 30, 2006.
Richmond Ridge Apartments (3404094) The Note A is included in this
securitization, however the $200,000
Note B is not. The Note B was sold to
CBA-Mezzanine Capital, and there is an
intercreditor agreement subordinating
the Note B to the Note A.
Forest Hills Corporate Center The Note A is included in this
(3403987) securitization, however the $757,750
Note B is not. The Note B was sold to
Quadrant Strategy REIT, Inc., a Maryland
corporation, and there is an
intercreditor agreement subordinating
the Note B to the Note A.
REPRESENTATION 26
Releases of Mortgaged Property.
Xxxxxxxxxx Portfolio At any time 24 months after the closing date of
(3403858) the securitization and in connection with a
partial defeasance of the Xxxxxxxxxx Portfolio
Loan, the Xxxxxxxxxx Portfolio Borrower may obtain
the release of some or all of the portions of the
Xxxxxxxxxx Portfolio Mortgaged Property (each, an
"Individual Property"), subject to the
satisfaction of certain conditions, including, but
not limited to: (i) no event of default exists;
(ii) payment of 110% of the "Allocated Loan
Amount" (as defined in the related loan agreement)
related to such Individual Property or Individual
Properties to be released; (iii) delivery of a
pledge and security agreement in form and
substance satisfactory to a prudent lender and
defeasance collateral meeting the requirements of
the related loan agreement; (iv) confirmation from
the rating agencies that such a release will not
result in a downgrade, withdrawal or qualification
of the ratings issued, or to be issued, in
connection with a securitization involving the
Xxxxxxxxxx Portfolio Mortgage Loan; and (v) the
debt service coverage ratio after giving effect to
such release must be at least 1.25x and the
loan-to-value ratio after giving effect to such
release must not be greater than 80%.
Pacific Shores (3404790) The Pacific Shores Borrower at any time after the
expiration of the scheduled payment date in
January 2009, may obtain the release of a portion
of the Pacific Shores Mortgaged Property, subject
to the satisfaction of certain conditions,
including, but not limited to: (i) no event of
default exists; (ii) payment of 110% of the amount
allocated in the related loan documents to such
portion of the Pacific Shores Mortgaged Property
to be released; and (iii) the debt service
coverage ratio after giving effect to the release
must be not less than the greater of (a) the debt
service coverage ratio for the 12 full calendar
months immediately preceding the closing date of
the Pacific Shores Loan or (b) the debt service
coverage ratio for the 12 full calendar months
immediately preceding the release of such portion
of the Pacific Shores Mortgaged Property.
Inland - Xxxxxxx Portfolio At any time after the expiration of the related
(3401471) lockout period (December 1, 2008 for the
Inland-Xxxxxxx Portfolio Pool A Mortgage Loan and
Inland - Xxxxxxx Portfolio January 1, 2009 for the Inland-Xxxxxxx Portfolio
(Pool B) (3403207) Pool B Mortgage Loan) and in connection with a
partial prepayment of the Inland-Xxxxxxx Portfolio
Loan in connection with a sale of some or all of
the portions of the Inland-Xxxxxxx Portfolio
Mortgaged Property (each, an "Individual
Property") to an unaffiliated third party, the
Inland-Xxxxxxx Portfolio Borrower may obtain the
release of such Individual Property or Individual
Properties, subject to the satisfaction of certain
conditions, including, but not limited to: (i) no
event of default exists; (ii) payment of 110% of
the "Allocated Amount" (as defined in the related
loan agreement) related to such Individual
Property or Individual Properties to be released;
(iii) payment of the related "Prepayment Premium"
(as defined in the related loan agreement); and
(iv) the debt service coverage ratio after giving
effect to the release must be not less than (a)
the debt service coverage ratio immediately
preceding the release of such portion of the
Inland-Xxxxxxx Portfolio Mortgaged Property and
(b) the debt service coverage ratio that existed
on the closing date of the related Mortgage Loan
(provided, however, if the debt service coverage
ratio tests are not met through the payment of
110% of the Allocated Amount, then payment of a
percentage in excess of 110% of the Allocated
Amount for such Individual Property will also
satisfy such debt service coverage ratio
requirement). For Loan No. (3403207), not
withstanding the foregoing, the related mortgage
Borrower may prepay the Allocated Loan Amount for
the Individual Property known as 0000 Xxxxxxxx
Xxxx Xxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx, at any
time, upon satisfaction of the above conditions.
PNA-Delta Steel Portfolio On or after November 1, 2009, the related Mortgage
(3402772) Loan provides for the payment of the principal
balance of the Note (in part, but not in whole) in
PNA - Feralloy Industrial connection with a proposed release of an
Portfolio (3402872) "Individual Property" (as defined in the related
loan documents) having an allocated loan amount of
PNA-Xxxxx Pipe & Steel less than $5,000,000 upon the satisfaction of
Industrial Portfolio certain conditions, including but not limited to,
(3402873) (a) a maximum loan to value ratio of the lesser of
(i) 70% and (ii) the loan to value ratio of all of
PNA - Delnor Industrial the remaining properties (including the Individual
Portfolio (3402921) Property to be released), calculated immediately
prior to the subject release, (b) a debt service
PNA-Infra-Metals Portfolio coverage ratio for the remaining Mortgaged
(3402871) Properties of the greater of (i) 1.25x and (ii)
the debt service coverage ratio for all remaining
Mortgaged Properties (including the Individual
Property to be released), (c) conveyance of such
Individual Property to an unaffiliated third party
and (d) payment of a yield maintenance prepayment
premium.
REPRESENTATION 27
Defeasance.
With respect to certain of the Mortgage Loans, the substitute collateral
constituting "government securities" is required to be in an amount sufficient
to make all scheduled payments through the end of the prepayment lockout period
rather than through the maturity date of the related Mortgage Loan.
REPRESENTATION 30
Single-Purpose Entity.
The mortgage lender typically does not require that a Borrower have an outside
independent director or member in connection with mortgage loans with an
original principal balance of less than $30,000,000.
Causeway Plaza (3402185) The related Mortgage Loan has an
original principal balance of equal to
Marketplace at Hamden (3403925) or greater than $30,000,000, however no
independent director was required.
Forum IV at Olympia Parkway (3403763)
Capitol Place Apartments (3402725) The related Mortgage Loan has an
original principal balance of
Xxxxxx Landing Apartments (3402726) $20,000,000 or more, however a counsel's
opinion regarding non-consolidation of
Forum IV at Olympia Parkway (3403763) the Mortgagor was not included in the
Mortgage Loan file.
Xxxxxxxxxx Portfolio (3403858) The related Mortgaged Property is owned
by the owners of the related Borrower
Inland - Xxxxxxx Portfolio - and such related Borrower executed the
Millennium Inorganic Chemicals related Mortgage Note and related loan
Building (3401471) agreement. The related Mortgage Loan is
secured by an Indemnity Guaranty and an
Indemnity Deed of Trust, Assignment of
Leases and Rents, Security Agreement and
Fixture Filing, which documents have
been executed by the owners of the
related Borrower. This structure is
known as an Indemnity Deed of Trust,
which is specific to the State of
Maryland.
Appleton Square (3403481) The related Borrower is the sole
beneficiary of Appleton Square Realty
Trust, a Nominee Trust, which is the
property owner
REPRESENTATION 37
Escrow Deposits.
CAE, Inc. (59789) Property Title Group, LLC as agent for Xxxxxxx Title
Guaranty Company ("Title Co") is a party to an escrow
agreement between the entity which sold the Mortgage
Property to the related Borrower and such Borrower,
which escrow agreement is subject to a collateral
Assignment of escrow rights agreement. An amount equal
to the sum of $1,237,500 is being held by Title Co for
the unpaid costs to complete certain work at the
related Mortgaged Property.
Hotel Solamar (3404424) The FF&E Impound is not held by Mortgagee. This
Eligible Account is a segregated account maintained at
LaSalle National Bank, N.A. located in Chicago, IL in
the name of Souldriver, L.P. for the benefit of Bank
of America, N.A.
REPRESENTATION 38
Licenses and Permits.
CAE, Inc. (59789) The related Borrower has received a temporary certificate
of occupancy for the related Mortgaged Property, issued
November 10, 2006 (the "TCO") that requires Borrower to
comply with certain conditions more particularly set forth
therein on or prior to February 9, 2007 (the "TCO
Expiration Date").
On or prior to the TCO Expiration Date, Borrower must
deliver to Mortgagee (i) the permanent certificate of
occupancy for such Mortgaged Property (the "CO") or (ii)
if a CO may not yet be issued, evidence of the extension
of the TCO Expiration Date (each, an "Extended TCO"). If
such Borrower delivers an Extended TCO to Mortgagee, until
such Borrower delivers the CO to Mortgagee, such Borrower
must (A) diligently continue to pursue the issuance of the
CO (the "CO Diligence") and (B) on or prior to the date
that is one (1) week prior to the expiration date of each
Extended TCO, deliver to Mortgagee (x) evidence of the CO
Diligence as set forth in an officer's certificate of
Borrower, in form and substance reasonably acceptable to
Mortgagee and (y) a new Extended TCO. Borrower must not
permit the TCO or any Extended TCO to expire prior to the
issuance and delivery to Mortgagee of the CO.
The related Borrower will be personally liable to
Mortgagee for (A) Mortgagee's losses in connection with
such Borrower's failure to obtain a CO or an Extended TCO
and (B) the full amount of the debt upon the issuance of
an order to vacate the related Mortgaged Property by any
governmental authority in connection with such Borrower's
failure to obtain a CO or an Extended TCO, provided that
the debt will no longer be recourse to such Borrower and
the related Borrower Principal upon the nullification,
rescission, termination or revocation of such order to
vacate such Mortgaged Property.
REPRESENTATION 41
Non-Recourse Exceptions.
Inland - Xxxxxxx Portfolio (3401471)
Inland - Xxxxxxx Portfolio Pool B (3403207)
Golder Ranch Shopping Center (3403276)
BMW Financial Services Bldg. (3404427)
Albertson's Rancho Cucamonga (3403903)
Hickory Self Storage (3403971)
Budget Self Storage-Lawndale (3403974)
Budget Self Storage - University (3403976)
Budget Self Storage - Xxxxxx Creek (3403973)
Budget Self Storage - Highpoint Rd (3403975)
Boise Cascade - Minnesota (3402994)
Boise Cascade - Illinois (3402991)
CAE, Inc. (59789)
North Hills Shopping Center (3401480) The related Borrower Principal
is not a natural person.
PNA-Delta Steel Portfolio (3402772)
PNA- Xxxxxxx-Xxxxxxxx (3402868)
PNA- Metal Supply Property (3402869)
PNA - Feralloy Industrial Portfolio (3402872)
PNA-Xxxxx Pipe & Steel Industrial Portfolio -
Phoenix, AZ (3402873)
PNA - Delnor Industrial Portfolio (3402921)
PNA-Infra-Metals Portfolio (3402871)
Hotel Solamar (3404424)
Giant Eagle - Tallmadge, OH (3404754)
Rancho Xxxx Xxxx Shopping Center (3404022)
Ajax Tocco Industrial Buildings (3402937)
University Commons - Lexington (3402284)
Golder Ranch Shopping Center (3403276)
Eckerd (3404402)
Xxxx 0xx Xxxxxx Properties (3404095)
000 Xxxxxxxxx Xxx. (3403716)
Xxxxxxxxxx Portfolio (3403858)
Home Depot Niagara Falls (3404173)
Xxxxx Store 14 (3402364)
Xxxxx Store 40 (3402369)
Xxxxx Store 73 (3402371)
Xxxxx Office 886 (3403567) There is no Borrower Principal
in connection with these
Xxxxx Xxxxxxxxx #000 (3403582) Mortgage Loans.
Merrymeeting Plaza (3403127)
Appleton Square (3403481)
Lobill's Store 301 (3403570)
Lobill's Store 307 (3403571)
Lobill's Store 325 (3403572)
University View (3404480)
Pacific Shores (3404790)
Marketplace at Hamden (3403925)
Hooman Pontiac GMC (3404044) The related Mortgage Loan is a
full recourse loan.
REPRESENTATION 42
Separate Tax Parcels
Ship Mall (3403395) The related mortgaged Property
consists of two separate tax lots for
Unit 1 and Unit 2 of the condominium.
However, Lots 1A and 1B (which were
added to the Condominium by the Second
Amendment to Deed of Ship Mall
Condominium dated November 6, 2006)
are not yet included in the two
separate lots, nor have they been
separately assessed by the town of
Lynnfield. The proforma title policy
includes a separate tax lot
endorsement that insures against loss
in the event that the above proves to
be incorrect.
REPRESENTATION 43
Financial Statements.
Some Mortgage Loan documents provide that annual financial statements will be
audited by an upon the request of the holder of the related Mortgage Loan only
following the occurrence of an event of default under such loan documents or
only if financial statements are not delivered in a timely fashion.
Xxxxxx Landing Apartments (3402726) The original principal balance of the
related Mortgage Loan was greater than
Xxxxx Office 886 (3403567) $20,000,000; however, annual financial
statements are not required to be audited
0000 Xxxxxxxx (3403748) by an independent certified public
accountant.
Inland - Xxxxxxx Portfolio (3401471)
Inland - Xxxxxxx Portfolio Pool B
(3403207)
Commerce Bank Grosvenor Lane The original principal balance of the
(3401958) related Mortgage Loan was greater than
$3,000,000; however, quarterly operating
statements are not required.
REPRESENTATION 44
Fee/Leasehold Properties.
Hotel Solamar (3404424) Subject to the compliance with redevelopment
agency requirements, Tenant has the right to
mortgage its interest in the Ground Lease to an
institutional lender or an institutional
trustee or collateral agent or similar agent
representing the interests of lender or debt
holders.
Hotel Solamar (3404424) The related Ground Lease does not provide that
such Ground Lease will remain prior to any
mortgage on the related fee interest.
PNA-Infra-Metals (3402871) According to the related Ground Lease, Landlord
has the right to place a mortgage on the
Premises and the Lease will, at the mortgagee's
option, be subject and subordinate to the lien
of said mortgage, provided that the mortgagee
must be an insurance company, a bank, a savings
and loan association or a pension fund, or a
combination of the foregoing.
According to the pro forma title policy, there
are three Mortgages of record affecting the fee
estate.
Hotel Solamar (3404424) If mortgagee becomes a party to the ground
lease, it will have the ability to freely
assign the ground lease.
PNA-Infra-Metals (3402871) The related Ground Lease does not extend 20
years beyond the maturity date of the Mortgage
Loan. Such Ground Lease expires May 14, 2031,
but the stated maturity date of the related
Mortgage Loan is October 1, 2016.
PNA-Infra-Metals (3402871) In the event of the termination of the Lease
prior to the expiration of the Term, except by
eminent domain, the related Leasehold Mortgagee
will have the option to obtain a new lease.
Hotel Solamar (3404424) The related Ground Lease is silent with respect
to which party is entitled to hold the proceeds
but with respect to a casualty exceeding 100%
of the proceeds, then such Ground Lease may be
terminated.
PNA-Infra-Metals (3402871) If the improvements on the related Mortgaged
Property suffer a casualty during the last five
years of the term of the related Ground Lease,
the Mortgagor may elect to terminate the Ground
Lease, provided, however, that all insurance
proceeds payable with respect to such
improvements must be assigned to the Ground
Lessor.
Hotel Solamar (3404424) There is no specific quiet enjoyment provision.
Xxxxx Plaza (3400925)
Hotel Solamar (3404424) Only material amendments and modifications to
the related Ground Lease require mortgagee's
prior consent.
Marketplace at Hamden (3403925 Two ground leases encumber a small portion of
the related Mortgaged Property. Landlord would
not provide ground lease estoppels for such
ground leases, and as such, the income from the
only tenant (Pep Boys) on any part of the
ground leases land was not included as part of
the underwriting for the related mortgage Loan.
Inland - Xxxxxxx Portfolio - The Ground Lease does not specifically state
Hartford Fire Insurance Co that it may not be amended without mortgagee's
(3401471) prior consent.
REPRESENTATION 45
Fee Simple Interest.
Xxxxxxxxxx Portfolio (3403858) The related Mortgaged Property is owned
by the owners of the related Borrower and
Inland - Xxxxxxx Portfolio - such related Borrower executed the
Millennium Inorganic Chemicals related Mortgage Note and related loan
Building (3401471) agreement. The related Mortgage Loan is
secured by an Indemnity Guaranty and an
Indemnity Deed of Trust, Assignment of
Leases and Rents, Security Agreement and
Fixture Filing, which documents have been
executed by the owners of the related
Borrower. This structure is known as an
Indemnity Deed of Trust, which is
specific to the State of Maryland.
REPRESENTATION 46
ARD Loans.
Eckerd (3404402) None of these ARD Loans requires
scheduled monthly payments of principal.
Home Depot Niagara Falls (3404173) These ARD Loans are interest-only.
BACM 2007-1 SECURITIZATION
SCHEDULE IIA
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE BRIDGER MORTGAGE LOANS
Schedule IIA (6) Assignment of Leases and Rents
To the extent that a Mortgagor leases all or part of the Mortgaged
Property to a master lessee, which master lessee enters into leases with
tenants of such Mortgaged Property, such master lessee owns an interest in
any payments due under such leases.
Schedule IIA (14) Insurance
With respect to each Bridger Mortgage Loan, the related Mortgage requires
the Mortgagor to maintain such insurance as the mortgagee may require, and
thus permits the mortgagee to require the maintenance of the insurance
described in this section.
With respect to the Wedgwood Apartments Mortgage Loan (Loan No. 20306),
the Xxxxxxx Cove Apartments Mortgage Loan (Loan No. 20467), and the
Fairbanks Shopping Center Mortgage Loan (Loan No. 21072), the related
hazard insurance policy covering the related Mortgaged Property
contains a co-insurance clause.
With respect to the Tulsa Retail Center Mortgage Loan (Loan No. 20281), a
tenant (Circuit City) self-insures against damage to, and general
liability for, the portion of the Mortgaged Property it occupies.
Schedule IIA (17) Additional Collateral
The Loan Documents with respect to the Clarion Inn Xxxxxxx Mortgage Loan
(Loan No. 19221) and the Keystone Apartments Mortgage Loan (Loan No.
20865) permit the related Mortgagor, at any time more than twelve months
after the securitization of such Mortgage Loan, to incur subordinate debt
secured by the related Mortgaged Property if the mortgagee approves such
subordinate debt in its discretion and the Mortgagor satisfies certain
financial criteria and other requirements.
The Loan Documents with respect to the Indian Hills Apartments Mortgage
Loan (Loan No. 21892) permit the Mortgagor, at any time more than eighteen
months after the securitization of such Mortgage Loan, to incur
subordinate debt secured by the Mortgaged Property if the mortgagee
approves such subordinate debt in its reasonable discretion and the
Mortgagor satisfies certain financial criteria and other requirements.
The Loan Documents with respect to the Nisqually Ridge Apartments Mortgage
Loan (Loan No. 19474) permit the Mortgagor, at any time more than
twenty-four months after the securitization of such Mortgage Loan, to
incur subordinate debt secured by the related Mortgaged Property if the
mortgagee approves such subordinate debt in its reasonable discretion and
the Mortgagor satisfies certain financial criteria and other requirements.
The Loan Documents with respect to the Cypress Mini Storage Mortgage
Loan (Loan No. 21850), the Hampton Inn - Downtown Indianapolis Mortgage
Loan (Loan No. 20671), the Wedgwood Apartments Mortgage Loan (Loan No.
20306), the Xxxxxxxxx Lake East Apartments Mortgage Loan (Loan No.
21997), the East Park Estate Mortgage Loan (Loan No. 18193), the Oak
Bend Commons Mortgage Loan (Loan No. 21995), and the Colony Bay
Apartments Mortgage Loan (Loan No. 21988) permit the related Mortgagor,
at any time more than thirty-six months after the securitization of
such Mortgage Loan, to incur subordinate debt secured by the related
Mortgaged Property if the mortgagee approves such subordinate debt in
its reasonable discretion and the Mortgagor satisfies certain financial
criteria and other requirements.
The Loan Documents with respect to the Xxxxxxx Cove Apartments Mortgage
Loan (Loan No. 20467) permit the Mortgagor to secure all or a portion of
an existing subordinate obligation in the amount of $1,375,000 with a
subordinate lien against the Mortgaged Property if the mortgagee approves
such subordinate lien in its discretion and the Mortgagor satisfies
certain requirements.
The Loan Documents with respect to the Whitney Place Self Storage Mortgage
Loan (Loan No. 20881) permit the Mortgagor, at any time after the earlier
of (i) twelve months after the securitization of the Mortgage Loan or (ii)
twenty-four months after the closing of the Mortgage Loan, to incur
subordinate debt secured by the related Mortgaged Property if the
mortgagee approves such subordinate debt in its discretion and the
Mortgagor satisfies certain financial criteria and other requirements.
Schedule IIA (19) Environmental Conditions
With respect to the Sentry Station Mortgage Loan (Loan No. 19331), the
related loan assumption agreements provide that the added tenant-in-common
Mortgagors (the "New TICs," which term does not include the original
Mortgagor) do not have any personal liability (whether under any recourse
carve-outs or exceptions to non-recourse provisions or otherwise) for
environmental matters.
Schedule IIA (21) Bankruptcy
To the extent any Mortgagor leases all or part of the Mortgaged Property
to tenants, the Seller makes no representation regarding the bankruptcy or
insolvency of any tenant at the Mortgaged Property.
Schedule IIA (22) Whole Loan; Interest Only; No Equity Participation or
Contingent Interest
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first year of such Mortgage Loan's
term:
Loan No. Mortgage Loan
-------- -------------
19646 Arizona Self Storage
20566 Twentieth Center
20306 Wedgwood Apartments
20489 Long Island Retail Portfolio
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first two years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
18504 Xxxxxxxx Xxxxxx Xxxxxxxx
00000 Xxxxxx Xxxxx Xxxxxxxxxx
00000 Marina Bay Apartments-06
19122 Village on the Green Apartments
00000 Xxxx Xxxxx Xxxxxxx Xxxxxx
00000 Xxxxxx Eastpoint
00000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxxx
00000 Xxxxxx at Xxxxx Valley
21995 Oak Bend Commons
21988 Colony Bay Apartments
18225 Automall Mini Storage
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first three years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
00000 Xxxxxxxx Xxxxxx - Xxxxxxxx
00000 Xxxxx Office II
18924 Middleboro Self Storage
22339 Whitefish Bay Townhomes
00000 Xxxxxxx Xxxx Xxxxxxxxxx
00000 Xxxx Xxxx Xxxxxxx
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the first five years of such Mortgage
Loan's term:
Loan No. Mortgage Loan
-------- -------------
20459 Colonial Oaks Mobile Home Park
19331 Sentry Station
21850 Cypress Mini Storage
Each of the following Mortgage Loans provides for interest-only payments
without principal amortization for the Mortgage Loan's entire term (10
years):
Loan No. Mortgage Loan
-------- -------------
19474 Nisqually Ridge
20671 Hampton Inn - Downtown Indianapolis
With respect to the Whitney Place Self Storage Mortgage Loan (Loan No.
20881), the Loan Documents provide for interest-only payments without
principal amortization until the earlier of (i) two years after the
closing date of the Mortgage Loan or (ii) the date that the entire amount
of a related holdback is disbursed.
Schedule IIA (23) Transfers and Subordinate Debt
With respect to the Center at Xxxxx Valley Mortgage Loan (Loan No.
21506), there is existing secured subordinate debt in the amount of
$345,000.
With respect to the Automall Mini Storage Mortgage Loan (Loan No.
18225), there is existing secured subordinate debt in the amount of
$310,000.
With respect to the Long Island Retail Portfolio Mortgage Loan (Loan
No. 20489):
(i) there is existing secured subordinate debt in the amount of
$800,000; and
(ii) a tenant of the Mortgaged Property (representing 15% of the
total portfolio income) has an unsubordinated right of first refusal,
pursuant to which, in connection with any bona fide offer to purchase the
related portion of the Mortgaged Property, such tenant will have 30 days
after notice of such offer to enter into a contract to purchase such
portion of the Mortgage Property under the same terms and conditions
contained in such bona fide offer.
With respect to the Sentry Station Mortgage Loan (Loan No. 19331):
(i) the Loan Documents permitted the Mortgagor to transfer
tenant-in-common interests in the Mortgaged Property provided that each
purchaser of a tenant-in-common interest satisfied the mortgagee's
single-purpose entity requirements and certain other conditions were
satisfied, and such transfers were all completed within 90 days after the
origination date of the Mortgage Loan; and
(ii) the related tenant-in-common agreements provide that if
tenants-in-common owning at least 60% of the interests in the Mortgaged
Property (the "Approving TICs") vote to approve a decision requiring
unanimous consent, then each tenant-in-common that voted against such
decision (the "Dissenting TICs") must take one of the following actions:
(a) change its vote to approve such decision and thus become an Approving
TIC; (b) sell its interest in the Mortgaged Property to any Approving
TIC(s) that have exercised an option to purchase such Dissenting TIC's
interest; or (c) purchase each Approving TIC's interest in the Mortgaged
Property. The purchase price for the options described in clauses (b) and
(c) is determined under the tenant-in-common agreements, which generally
require the TICs to obtain an independent appraisal for such
determination.
With respect to the Xxxxxxx - Xxxxxxxxx Pike Mortgage Loan (Loan No.
21621), Staples is the tenant of the Mortgaged Property and has an
unsubordinated right of first refusal. In connection with any bona fide
third-party offer to purchase all or any portion of the Mortgaged
Property, Staples will have 30 days to respond to a written offer to sell
such Mortgage Property on the terms and conditions, and at 95% of the
purchase price, contained in such third-party offer.
Schedule IIA (24) Waivers and Modification
With respect to the Wedgwood Apartments Mortgage Loan (Loan No. 20306),
the Loan Documents were amended and re-recorded on October 20, 2006 to
permit the Mortgagor to incur subordinate debt secured by the Mortgaged
Property.
With respect to the Suburban Lodge Atlanta Mortgage Loan (Loan No. 21120),
the Loan documents were amended pursuant to a letter agreement dated
January 22, 2007, which provided an extension of time for the Mortgagor to
complete certain repairs to the related Mortgaged Property.
With respect to the Whitefish Bay Townhomes Mortgage Loan (Loan No.
22339), the Loan Documents were amended to, among other things, add as
borrowers under an amended and restated Mortgage Note the seven limited
liability companies that own the related Mortgaged Property as
tenants-in-common.
With respect to the Linden Heights Plaza Mortgage Loan (Loan No. 20745),
the Loan Documents were amended to, among other things, revise the legal
description of the related Mortgaged Property (but no real property
collateral was added or released pursuant to such modifications).
With respect to the Oak Bend Commons Mortgage Loan (Loan No. 21995), the
related Loan Documents were amended, and a related Loan Assumption
Agreement was recorded on February 20, 2007, in connection with the
transfer of the Mortgaged Property from two tenant-in-common owners to a
single Mortgagor.
Schedule IIA (28) Local Law Compliance; Non-Conforming Uses or Improvements
With respect to the Paramount Place Mortgage Loan (Loan No. 19059), the
Mortgagor is required to obtain three final certificates of occupancy
within six-months of the closing of the Mortgage Loan.
Schedule IIA (30) Single-Purpose Entity
With respect to the Colonial Oaks Mobile Home Park Mortgage Loan (Loan
No. 20459), the Marina Bay Apartments-06 Mortgage Loan (Loan No.
21510), and the Long Island Retail Portfolio Mortgage Loan (Loan No.
20489), the related Mortgagor does not have, and the Mortgagor's
organizational documents do not require, an outside independent member.
With respect to the Whitefish Bay Townhomes Mortgage Loan (Loan No.
22339):
(i) the Mortgagor is comprised of eight limited liability companies,
seven of which own the related Mortgaged Property as tenants-in-common;
and
(ii) no Mortgagor has, and no Mortgagor's organizational documents
require, an outside independent member.
With respect to the Middleboro Self Storage Mortgage Loan (Loan No.
18924), the Mortgagor consists of two limited liability companies that
own the Mortgaged Property as tenants-in-common.
With respect to the Long Island Retail Portfolio Mortgage Loan (Loan
No. 20489), the Mortgagor was not required to provide a counsel's
opinion regarding non-consolidation of the Mortgagor.
The Loan Documents with respect to the Sentry Station Mortgage Loan (Loan
No. 19331) permitted the Mortgagor to transfer tenant-in-common interests
in the Mortgaged Property provided that each purchaser of a
tenant-in-common interest satisfied the mortgagee's single-purpose entity
requirements and certain other conditions were satisfied, and such
transfers were all completed within 90 days after the origination date of
the Mortgage Loan. The Mortgagor now consists of twenty-four (24)
tenants-in-common.
Schedule IIA (31) No Advances
With respect to the Long Island Retail Portfolio Mortgage Loan (Loan No.
20489), an additional loan amount of $2,800,000 was funded by the
mortgagee after the origination of the Mortgage Loan upon the Mortgagor's
satisfaction of certain conditions within a specified time period as set
forth in the Loan Documents.
With respect to the Middleboro Self Storage Mortgage Loan (Loan No.
18924), an additional loan amount of $145,000 was funded by the mortgagee
after the origination of the Mortgage Loan upon the Mortgagor's
satisfaction of certain conditions within a specified time period as set
forth in the Loan Documents.
Schedule IIA (37) Escrow Deposits
It is anticipated that the primary servicers of the Bridger Mortgage Loans
will retain possession of the escrows, deposits and payments on behalf of
the Depositor, rather than conveying possession thereof to the Depositor
on the Closing Date.
Schedule IIA (38) Licenses and Permits
With respect to the Paramount Place Mortgage Loan (Loan No. 19059), the
Mortgagor is not in possession of three final certificates of occupancy
and is required to obtain those within six-months of the closing of the
Mortgage Loan.
With respect to the Xxxxx Mansion Mortgage Loan (Loan No. 20112), final
certificates of occupancy have not been issued for two tenant spaces.
Schedule IIA (41) Non-Recourse Exceptions
Each of the following Mortgage Loans has a non-recourse carve-out for
"fraud or intentional misrepresentation" rather than "fraud or material
misrepresentation":
Loan No. Mortgage Loan
-------- -------------
00000 Xxx Xxx Xxxxxx
00000 Xxxxxxx Self Storage
00000 Xxxxxxxxx Xxxxxx
00000 Xxxxxxx Xxxxxxx
20112 Xxxxx Mansion
00000 Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxx
00000 Xxxxxxxx Office Building
21892 Indian Hills Apartments
20306 Wedgwood Apartments
19059 Xxxxxxxxx Xxxxx
00000 Xxxxx Office II
19122 Village on the Green Apartments
20333 Halcyon Village
18924 Middleboro Self Storage
00000 Xxxxxxxx Xxxxxxxxxx
00000 Xxxxxxxxx Xxx Townhomes
00000 Xxxxxxx Xxxx Xxxxxxxxxx
00000 Xxxxx Retail Center
20421 Strongsville Towne Center
00000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxxx
00000 Xxxx Xxxx Xxxxxxx
00000 Sentry Station
21492 Lincoln Ridge Retail
00000 Xxx Xxxx Xxxxxxx
00000 Xxxxxxxxxx Xxxxx
00000 Xxxxxxx Medical
20489 Long Island Retail Portfolio
21988 Colony Bay Apartments
18225 Automall Mini Storage
19474 Nisqually Ridge
21072 Fairbanks Shopping Center
00000 Xxxxxxx Xxx - Xxxxxxxx Xxxxxxxxxxxx
00000 Cypress Mini Storage
21017 Stor-In Mini Storage
20082 Seven-Twenty Portfolio
With respect to the Strongsville Towne Center Mortgage Loan (Loan No.
20421):
(i) the guarantor is not liable for any of the Mortgagor's
obligations under the Environmental Indemnity Agreement as long as the
Mortgagor has obtained environmental insurance; and
(ii) such guarantor's liability cannot exceed $1,000,000, and any
damages owed by such guarantor will be recovered first from a related
"Non-Recourse Reserve" required under the Loan Documents and then from the
assets of the guarantor.
With respect to the Sentry Station Mortgage Loan (Loan No. 19331), the
related loan assumption agreements provide that the added tenant-in-common
Mortgagors (the "New TICs," which term does not include the original
Mortgagor) do not have any personal liability (whether under any recourse
carve-outs or exceptions to non-recourse provisions or otherwise) for
environmental matters.
Schedule IIA (43) Financial Statements
With respect to the following Bridger Mortgage Loans, the Loan Documents
require the delivery of at least quarterly operating statements as well as
an annual balance sheet of the related Mortgagor (but such Loan Documents
do not specifically require (i) the delivery of an annual operating
statement or (ii) that the annual balance sheet include a statement of
changes in financial position):
Loan No. Mortgage Loan
-------- -------------
21266 Del Amo Square
20566 Twentieth Center
00000 Xxxxxxx Xxxxxxx
20112 Xxxxx Mansion
20634 Woodlands Atrium
18504 Xxxxxxxx Xxxxxx Xxxxxxxx
00000 Xxxxxxxxx Xxxxx
00000 Xxxxx Office II
20333 Halcyon Village
20281 Tulsa Retail Center
20421 Strongsville Towne Center
19331 Sentry Station
21492 Lincoln Ridge Retail
21198 Xxxxxxx Medical
19357 Comfort Suites DFW
20489 Long Island Retail Portfolio
21072 Fairbanks Shopping Center
20082 Seven-Twenty Portfolio
Schedule IIA (44) Fee/Leasehold Properties
44(g) - With respect to the Fairbanks Shopping Center Mortgage Loan (Loan
No. 21072), the current term of the Ground Lease does not extend for a
period 10 years beyond the amortization term or 20 years beyond the Stated
Maturity Date for the Mortgage Loan.
Schedule IIA (53) Environmental Insurance Policies
With respect to each of the Strongsville Towne Center Mortgage Loan (Loan
No. 20421), the mortgagee obtained a secured creditor environmental
insurance policy due to the presence of a dry cleaner. The policy provides
for $1,000,000 in coverage, and the mortgagee obtained from the Mortgagor
a $250,000 reserve to cover the related deductible (which reserve may be
decreased to $10,000 if the dry cleaning tenant ceases operations on or
before May 31, 2009). The policy does not, however, have a term not less
than 5 years beyond the term of the Mortgage Loan. Instead, the policy has
an expiration date that coincides with the Anticipated Repayment Date of
the Mortgage Loan and provides for either an automatic two-year extension
or, at the mortgagee's election, an extension for three one-year terms.
Bridger Mortgage Loans
The following Mortgage Loans are the Bridger Mortgage Loans:
Loan No. Mortgage Loan
-------- -------------
00000 Xxxxxx Xxxxx Xxxxxxxxxx
00000 Xxxxxxxxx Xxx Townhomes
20489 Long Island Retail Portfolio
21510 Marina Bay Apartments
00000 Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxx
00000 Village on the Green Apartments
20671 Hampton Inn - Xxxxxxxx Xxxxxxxxxxxx
00000 Ramshorn Executive Center
20467 Xxxxxxx Cove Apartments
20475 Xxxxxx Eastpoint
00000 Xxxxxxxxxxxx Xxxxx Xxxxxx
00000 Xxxxx Retail Center
21997 Xxxxxxxxx Lake East
00000 Xxxx Xxxxx Medical Xxxxxx
00000 Xxxx Xxxx Xxxxxxx
00000 Center at Xxxxx Valley
19331 Sentry Station
00000 Xxxxxxx Xxxxx Retail
00000 Xxx Xxxx Xxxxxxx
00000 Comfort Suites DFW
00000 Xxxxxxxxxx Xxxxx
00000 Xxxxxxxxxx Xxxxx II
19221 Clarion Inn Xxxxxxx
21988 Colony Bay Apartments
00000 Xxxxxxx Xxxxx Self Storage
21198 Xxxxxxx Medical
00000 Xxxxxxxxx Xxxxx
00000 Xxxxx-Xxxxxx Portfolio
18225 Automall Mini Storage
00000 Xxxxxxxx Xxxxx Xxxxxxx
00000 Xxxxxxxxx Atrium
19646 Arizona Self Storage
20869 Xxxxx Office II
20967 Center at Stop Eleven
21616 Madison Village
00000 Xxxxxxxx Xxxxxx - Xxxxxxxx
00000 Nisqually Ridge Apartments
18504 Virginia Office Building
21621 Xxxxxxx - Xxxxxxxxx Xxxx
19843 Willowbrook Apartments
20112 Xxxxx Mansion
00000 Xxx Xxx Xxxxxx
00000 Stor-In Mini Storage
21850 Cypress Mini Storage
00000 Xxxxxxxxx Xxxxxx
00000 Xxxxxxxx Xxxxxxxxxx
00000 X.X. Bank National
20333 Halcyon Village
18924 Middleboro Self Storage
20306 Wedgwood Apartments
20745 Xxxxxx Xxxxxxx Xxxxx
00000 Keystone Apartments
21072 Fairbanks Shopping Center
