EX-10.1 4 cs7848626-ex10_1.txt COLUMN MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.1 MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of March 1, 2007, between Column Financial, Inc., a Delaware corporation ("Column"), as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Seller"), and Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "Depositor"), as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser"). RECITALS Column desires to sell, assign, transfer, set over and otherwise convey to the Depositor, without recourse, and the Depositor desires to purchase, subject to the terms and conditions set forth herein, the multifamily and commercial mortgage loans (collectively, the "Mortgage Loans") identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from time to time pursuant to the terms hereof. The Depositor intends to create a trust (the "Trust"), the primary assets of which will be a segregated pool of multifamily and commercial mortgage loans that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the "Trust Fund") will be evidenced by the Certificates (as defined below). Certain classes of the Certificates will be rated by Moody's Investors Service, Inc. and Fitch, Inc. (together, the "Rating Agencies"). The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), among the Depositor, as depositor, Capmark Finance Inc., as master servicer (in such capacity, the "Master Servicer"), Midland Loan Services, Inc., as special servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such capacity, together with any successor as trustee, the "Trustee"), relating to the issuance of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (the "Certificates"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). It is anticipated that the Depositor will transfer the Mortgage Loans to the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Depositor intends to sell certain classes of the Certificates (collectively, the "Publicly Offered Certificates") to Credit Suisse Securities (USA) LLC ("Credit Suisse Securities") and the other underwriters that are parties to the Underwriting Agreement (as defined below) (collectively in such capacity, the "Underwriters"), pursuant to an underwriting agreement dated as of March 1, 2007 (the "Underwriting Agreement"), between the Depositor, Credit Suisse Securities, California Fina Group, Inc. (DBA: Finacorp Securities), Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC. The Depositor intends to sell certain classes of the remaining Certificates (the "Privately Offered Certificates") to Credit Suisse Securities, pursuant to a certificate purchase agreement dated as of March 1, 2007 (the "Certificate Purchase Agreement"), between the Depositor and Credit Suisse Securities (in such capacity, the "Initial Purchaser"). The Publicly Offered Certificates are more fully described in a prospectus dated October 30, 2006 (the "Base Prospectus"), and the supplement to the Base Prospectus dated March 1, 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 Certificates are more fully described in a confidential offering circular dated March 1, 2007 (the "Confidential Offering Circular"), as it may be amended or supplemented at any time hereafter. Column will indemnify the Depositor, Credit Suisse Securities (both in its capacity as an Underwriter and in its capacity as the Initial Purchaser), the other Underwriters and certain related parties with respect to the disclosure regarding the Mortgage Loans contained in the Prospectus, the Confidential Offering Circular and certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement dated March 1, 2007 (the "Indemnification Agreement"), among Column, the Depositor, Credit Suisse Securities (both in its capacity as an Underwriter and in its capacity as the Initial Purchaser) and the other Underwriters. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: SECTION 1 Agreement to Purchase. The Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, and the Purchaser agrees to purchase from the Seller, subject to the Seller's transfer of the related servicing rights as provided in the Servicing Rights Purchase Agreement dated as of March 1, 2007 (the "Servicing Rights Purchase Agreement") between the Seller and Capmark Finance Inc. and subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on March 16, 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). As of the close of business on the respective Due Dates for the Mortgage Loans in March 2007 (individually and collectively, the "Cut-off Date"), the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before the Cut-off Date, whether or not received, as set forth in the Mortgage Loan Schedule attached hereto as Exhibit A. Seller shall sell to Depositor, and Depositor shall purchase from Seller, the Mortgage Loans pursuant to this Agreement for the Mortgage Loan Purchase Price (as defined herein), which includes accrued interest on the Mortgage Loans at their respective Net Mortgage Rates from and including the Cut-off Date to but not including the Closing Date, and the Purchaser shall pay such purchase price to the Seller on the Closing Date by wire transfer in immediately available funds to an account designated by the Seller or by such other method as shall be mutually acceptable to the parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be equal to the amount that the Depositor and the Seller have mutually agreed upon. 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 the other conditions to the Seller's obligations set forth herein, the Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, subject to the Seller's transfer of the related servicing rights as provided in the Servicing Rights Purchase Agreement, without recourse, all of the right, title and interest of the Seller in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than scheduled payments of interest and principal due on or before the Cut-off Date), together with all of the right, title and interest of the Seller in and to the proceeds of any related title, hazard or other insurance policies and any escrow, reserve or other comparable accounts related to the Mortgage Loans. (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 to the Seller). (c) On or before the Closing Date, the Seller shall, at its expense, subject to Section 19, deliver to and deposit with, or cause to be delivered to and deposited with, the Purchaser or its designee the Mortgage File and any Additional Collateral (other than reserve funds and escrow payments) with respect to each Mortgage Loan; provided, however, that in connection with the delivery of the Mortgage File, the original of each Letter of Credit (and any related amendment or assignment), if any, shall be delivered to the Master Servicer and a copy thereof shall be delivered to the Trustee or its designated Custodian. In addition, with respect to each Mortgage Loan as to which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee (whether by actual assignment or by amendment of the Letter of Credit) the Seller's rights as the beneficiary thereof and drawing party thereunder. Unless the Purchaser notifies the Seller in writing to the contrary, the designated recipient of the items described in the second preceding sentence (subject to the proviso to that sentence), and the designated beneficiary under each Letter of Credit referred to in the preceding sentence, shall be the Trustee. If the Seller cannot deliver on the Closing Date any original or certified recorded or filed document or original policy of title insurance which is to be delivered as part of the related Mortgage File for any Mortgage Loan solely because the Seller is delayed in making such delivery by reason of the fact that such original or certified recorded or filed document has not been returned by the appropriate recording or filing office or such original policy of title insurance has not yet been issued, then the Seller shall deliver such documents to the Purchaser or its designee, promptly upon the Seller's receipt thereof. In addition, the Seller shall, at its expense, deliver to and deposit with, or cause to be delivered to and deposited with, the Purchaser or its designee, within three (3) Business Days after the Closing Date, the following items (except to the extent that any of the following items are to be retained by a subservicer that will continue to act on behalf of the Purchaser or its designee): (i) originals or copies of all financial statements, appraisals, environmental/ engineering reports, leases, rent rolls, third-party underwriting reports, insurance policies, legal opinions, tenant estoppels and any other documents that the Purchaser or its servicing agent reasonably deems necessary to service the subject Mortgage Loan in the possession or under the control of the Seller that relate to the Mortgage Loans, copies of all documents required to be delivered by the Seller to the Purchaser or its designee as a part of a Mortgage File and, to the extent they are not required to be a part of a Mortgage File for any Mortgage Loan, originals or copies of all documents, certificates and opinions in the possession or under the control of the Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of the Mortgage Loans (provided that the Seller shall not be required to deliver any attorney-client privileged communication or any other documents or materials prepared by the Seller or its Affiliates solely for internal credit analysis and/or other internal uses); and (ii) all unapplied reserve funds and escrow payments in the possession or under the control of the Seller that relate to the Mortgage Loans. Unless the Purchaser notifies the Seller in writing to the contrary, the designated recipient of the items described in clauses (i) and (ii) of the preceding sentence shall be the Master Servicer. Notwithstanding the foregoing, if the Seller is unable to deliver any Letter of Credit constituting Additional Collateral for any Mortgage Loan, then the Seller may, in lieu thereof, deliver on behalf of the related Borrower, to be used for the same purposes as such missing Letter of Credit either: (i) a substitute letter of credit substantially comparable to, but in all cases in the same amount and with the same draw conditions and renewal rights as, that Letter of Credit and issued by an obligor that meets any criteria in the related Mortgage Loan Documents applicable to the issuer of that Letter of Credit; or (ii) a cash reserve in an amount equal to the amount of that Letter of Credit. For purposes of the delivery requirements of this Section 2(c), any such substitute letter of credit shall be deemed to be Additional Collateral of the type covered by the first paragraph of this Section 2(c) and any such cash reserve shall be deemed to be reserve funds of the type covered by the third paragraph of this Section 2(c). In connection with the foregoing paragraphs of this Section 2(c), the Seller shall receive copies, or otherwise be the beneficiary, of all certifications relating to the Mortgage Loans made and/or delivered by the Trustee pursuant to Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement. (d) The Seller shall be responsible for all reasonable fees and out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loans that are required to be recorded or filed, as the case may be, under the Pooling and Servicing Agreement; provided that subject to the next paragraph, the Seller shall not be responsible for actually recording or filing any such assignments or other instruments of transfer. If the Seller receives written notice that any such assignment or other instrument of transfer is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be; provided that the cost of such preparation shall be borne by the Purchaser if the loss or return is caused by the Purchaser's negligence. The Seller shall provide the Purchaser or its designee with a power of attorney to enable it or them to record any loan documents that the Purchaser has been unable to record. Unless the Purchaser notifies the Seller in writing to the contrary, the designated recipients of the power of attorney referred to in the preceding sentence shall be the Trustee. Notwithstanding the immediately preceding paragraph, the Seller may, at its sole cost and expense, engage a third-party contractor to prepare or complete in proper form for filing and recording any and all of the assignments and other instruments described in the immediately preceding paragraph, including assignments of UCC Financing Statements, with respect to the Mortgage Loans, to submit such assignments and instruments for filing and recording, as the case may be, in the applicable public filing and recording offices and to deliver such assignments and instruments to the Trustee or its designee as such assignments and other instruments (or certified copies thereof) are received from the applicable filing and recording offices with evidence of such filing and recording indicated thereon. However, in the event the Seller engages a third-party contractor as contemplated in the immediately preceding sentence, the rights, duties and obligation of the Seller pursuant to this Agreement remain binding on the Seller. (e) Upon the sale of Certificates representing at least 10% of the total principal balance of all the Certificates to unaffiliated third parties, the Seller shall, under GAAP, report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, upon sale of Certificates representing at least 10% of the total principal balance of all the Certificates to unaffiliated third parties, the Seller shall cause all of its financial and accounting records to reflect such transfer as a sale (as opposed to a secured loan). (f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as provided herein, the Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser. (g) The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement. The Seller shall, within 15 days of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule. SECTION 3 Examination of Mortgage Loan Files and Due Diligence Review. The Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, 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 any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser's right to pursue any remedy available in equity or at law for a breach of the Seller's representations and warranties made pursuant to Section 4 (subject, however, to Section 5(e)). SECTION 4 Representations, Warranties and Covenants of the Seller and the Purchaser. (a) The Seller hereby makes, as of the date hereof, to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, with respect to each Mortgage Loan, each of the representations and warranties set forth in Exhibit C, subject, however, to the exceptions set forth in Schedule C-1 hereto and Section 19. (c) The Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Depositor only, that the Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor, Credit Suisse Securities and the other Underwriters) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Seller hereby agrees that it shall be deemed to make, as of the date of substitution, to and for the benefit of the Purchaser, with respect to any replacement mortgage loan (a "Replacement Mortgage Loan") that is substituted for a Defective Mortgage Loan (as defined in Section 5(a) hereof), pursuant to Section 5(a) of this Agreement, each of the representations and warranties set forth in Exhibit C (subject to any exceptions disclosed at such time) (with references in such exhibits to "Closing Date" being deemed to be references to the "date of substitution," references in such exhibits to "Cut-off Date" being deemed to be references to the "most recent Due Date for the subject Replacement Mortgage Loan on or before the date of substitution" and references in such exhibits to "March 2007" and "April 2007" being deemed to be references to the "month of substitution" and the "month preceding the month of substitution," respectively). From and after the date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes. (e) It is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser for so long as any of the Mortgage Loans remain outstanding, notwithstanding any restrictive or qualified endorsement or assignment. (f) At the Time of Sale (as defined in the Indemnification Agreement), the information set forth in any Disclosure Information (as defined in the Indemnification Agreement), as last forwarded to each prospective investor at or prior to the date on which a contract for sale was entered into with such prospective investor, (i) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complies with the requirements of and contains all of the applicable information required by Regulation AB (as defined in the Indemnification Agreement); but only to the extent that (i) such information regards the Mortgage Loans and is contained in the Loan Detail (as defined in the Indemnification Agreement) or, to the extent consistent therewith, the Diskette (as defined in the Indemnification Agreement) or (ii) such information regarding the Seller or the Mortgage Loans was contained in the Confidential Offering Circular or the Prospectus Supplement under the headings "Summary of Prospectus Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan Sellers," "--Relevant Parties/Entities--Originators," "--The Underlying Mortgage Loans" and "--Source of the Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors and Mortgage Loan Sellers" and "Description of the Underlying Mortgage Loans" and such information does not represent an incorrect restatement or an incorrect aggregation of correct information regarding the Mortgage Loans contained in the Loan Detail (as defined in the Indemnification Agreement); provided that, the Seller makes no representation or warranty to the extent that any such untrue statement or omission or alleged untrue statement or omission was made as a result of an error in the manipulation of, or an error in any calculations based upon, or an error in any aggregation (other than an aggregation made in the Loan Detail by the Seller) of, the numerical, financial and/or statistical information regarding the Mortgage Loan Seller Information (as defined in the Indemnification Agreement). SECTION 5 Notice of Breach; Cure, Repurchase and Substitution. (a) The Trustee or its designee shall provide the Seller with written notice of any Material Breach or Material Document Defect with respect to any Mortgage Loan. Within 90 days (or in the case of a Material Document Defect that consists of the failure to deliver a Specially Designated Mortgage Loan Document with respect to any Mortgage Loan, 15 days) after the earlier of discovery or receipt of written notice by the Seller that there has been a Material Breach or Material Document Defect with respect to any Mortgage Loan (such 90-day (or, if applicable, 15-day) period, the "Initial Resolution Period"), the Seller shall, subject to Section 5(b), Section 5(c) and Section 5(d) below, (i) correct or cure such Material Breach or Material Document Defect, as the case may be, in all material respects or (ii) repurchase the Mortgage Loan affected by such Material Breach or Material Document Defect, as the case may be (such Mortgage Loan, a "Defective Mortgage Loan"), at the applicable Purchase Price, with payment to be made in accordance with the reasonable directions of the Master Servicer; provided that if the Seller shall have delivered to the Trustee a certification executed on behalf of the Seller by an officer thereof stating (i) that such Material Breach or Material Document Defect, as the case may be, does not relate to whether the Defective Mortgage Loan is or, as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (a "Qualified Mortgage"), (ii) that such Material Breach or Material Document Defect, as the case may be, is capable of being cured but not within the applicable Initial Resolution Period, (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, (iv) what actions the Seller is pursuing in connection with the cure thereof, and (v) that the Seller anticipates that such Material Breach or Material Document Defect, as the case may be, will be cured within an additional period not to exceed the applicable Resolution Extension Period (as defined below), then the Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such, to repurchase the Defective Mortgage Loan; and provided, further, that, if the Seller's obligation to repurchase any Defective Mortgage Loan as a result of a Material Breach or Material Document Defect arises within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the Defective Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury regulation section 1.860G-2(f)) and if the Defective Mortgage Loan is still subject to the Pooling and Servicing Agreement, then the Seller may, at its option, subject to the terms, conditions and limitations set forth in the Pooling and Servicing Agreement, 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 Trustee. "Resolution Extension Period" shall mean: (i) for purposes of remediating a Material Breach with respect to any Mortgage Loan, 90 days; (ii) for purposes of remediating a Material Document Defect with respect to any Mortgage Loan that is and remains a Performing Mortgage Loan throughout 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 (A) the 90th day following the end of such Initial Resolution Period and (B) the 45th day following the Seller's receipt of written notice from the Trustee, 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 Performing Mortgage 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 the earlier of (A) the end of such Initial Resolution Period and (B) the Seller's receipt of written notice from the Trustee, 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 Mortgage Loan as of the commencement of the applicable Initial Resolution Period, zero (-0-) days, provided that, if the Seller did not receive written notice from the Trustee, 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 will be deemed to have occurred during such Initial Resolution Period and clause (iii) of this definition will be deemed to apply; provided that, except as otherwise set forth in the following two provisos, there shall be no Resolution Extension Period in respect of a Material Document Defect involving a Specially Designated Mortgage Loan Document for any Mortgage Loan; and provided, further, that if a Material Document Defect exists with respect to any Mortgage Loan, if such Mortgage Loan is then subject to the Pooling and Servicing Agreement, and if the Seller escrows with the Master Servicer, prior to the end of the Initial Resolution Period and any Resolution Extension Period otherwise applicable to the remediation of such Material Document Defect without regard to this proviso, cash in the amount of the then Purchase Price for such Mortgage Loan and subsequently delivers to the Master Servicer, on a monthly basis, such additional cash as may be necessary to maintain a total escrow equal to the Purchase Price for such Mortgage Loan as such Purchase Price may increase over time (the total amount of cash delivered to the Master Servicer with respect to any Mortgage Loan as contemplated by this proviso or the immediately following proviso, the "Purchase Price Security Deposit"), then the Resolution Extension Period applicable to the remediation of such Material Document Defect shall be extended until the earliest of (i) the second anniversary of the Closing Date, (ii) the date on which such Mortgage Loan is no longer outstanding and part of the Trust Fund, and (iii) if such Mortgage Loan becomes a Specially Serviced Mortgage Loan under the Pooling and Servicing Agreement, and if the Special Servicer determines in its reasonable judgment that such Material Document Defect will materially interfere with or delay the realization against the related Mortgaged Property or materially increase the cost thereof, the end of the 30th day following the Seller's receipt of written notice from the Special Servicer of the occurrence of the related Servicing Transfer Event and of such determination; and provided, further, that if the Material Document Defect referred to in the preceding proviso consists of a failure to deliver a Specially Designated Mortgage Loan Document with respect to any Mortgage Loan, and if the Seller delivers to the Master Servicer a Purchase Price Security Deposit equal to 25% of the outstanding principal balance of the subject Mortgage Loan, then the Resolution Extension Period applicable to the remediation of such Material Document Defect shall be extended to, and include, the 15th day following the end of the applicable Initial Resolution Period. The Master Servicer shall establish, and maintain any Purchase Price Security Deposit delivered to it with respect to any Mortgage Loan in, one or more accounts (individually and collectively, the "Purchase Price Security Deposit Account") and shall be entitled to make withdrawals from such account(s) for the following purposes: (i) to cover any costs and expenses resulting from the applicable Material Document Defect; (ii) upon any discounted payoff or other liquidation of such Mortgage Loan, to cover any Realized Loss related thereto; and (iii) if the Seller so directs, or if the balance on deposit in the Purchase Price Security Deposit Account declines, and for 45 days remains, below the Purchase Price for such Mortgage Loan (except where a Purchase Price Security Deposit equal to 25% of the outstanding principal balance of the subject Mortgage Loan is permitted to be delivered in order to obtain a 15-day Resolution Extension Period with respect to the failure to deliver a Specially Designated Mortgage Loan Document), or if such Material Document Defect is not remedied on or before the second anniversary of the Closing Date, or if such Mortgage Loan becomes a Specially Serviced Mortgage Loan under the Pooling and Servicing Agreement and the Special Servicer determines in its reasonable judgment that such Material Document Defect will materially interfere with or delay the realization against the related Mortgaged Property or materially increase the costs thereof and the Seller has received 30 days' prior written notice from the Special Servicer of the occurrence of the related Servicing Transfer Event and of such determination, to apply the Purchase Price Security Deposit to a full or partial, as applicable, payment of the Purchase Price for such Mortgage Loan (with the Seller to pay any remaining balance of such Purchase Price). The Seller may obtain a release of the Purchase Price Security Deposit for any Mortgage Loan (net of any amounts payable therefrom as contemplated by the prior sentence) upon such Mortgage Loan's being paid in full or otherwise satisfied, liquidated or removed from the Trust Fund or upon the subject Material Document Defect's being remedied in all material respects. The Seller may direct the Master Servicer to invest or cause the investment of the funds deposited in any Purchase Price Security Deposit Account in one or more Permitted Investments that bear interest or are sold at a discount and that mature, unless payable on demand, no later than the Business Day prior to the next Master Servicer Remittance Date. The Master Servicer shall act upon the written instructions of the Seller with respect to the investment of funds in any Purchase Price Security Deposit Account in such Permitted Investments, provided that in the absence of appropriate written instructions from the Seller, the Master Servicer shall have no obligation to invest or direct the investment of funds in such Purchase Price Security Deposit Account. All income and gain realized from the investment of funds deposited in any Purchase Price Security Deposit Account shall be for the benefit of the Seller and shall be withdrawn by the Master Servicer and remitted to the Seller on each Master Servicer Remittance Date (net of any losses incurred and any deposits required to be made by the Seller as contemplated by the second proviso to the prior paragraph), and the Seller shall remit to the Master Servicer from the Seller's own funds for deposit into such Purchase Price Security Deposit Account the amount of any realized losses (net of realized gains) in respect of such Permitted Investments immediately upon realization of such net losses and receipt of written notice thereof from the Master Servicer; provided that the Seller shall not be required to make any such deposit for any realized loss which is incurred solely as a result of the insolvency of the federal or state depository institution or trust company that holds such Purchase Price Security Deposit Account. Neither the Trustee nor the Master Servicer shall have any responsibility or liability with respect to the investment directions of the Seller, the investment of funds in any Purchase Price Security Deposit Account in Permitted Investments or any losses resulting therefrom. If one or more (but not all) of the Mortgage Loans constituting a Cross-Collateralized Group are to be repurchased or replaced by the Seller as contemplated by this Section 5(a), then, prior to the subject repurchase or substitution, the Master Servicer shall use reasonable efforts, subject to the terms of such Mortgage Loans, to prepare and, to the extent necessary and appropriate, have executed by the related Borrower and record, such documentation as may be necessary to terminate the cross-collateralization between the Mortgage Loans in such Cross-Collateralized Group that are to be repurchased or replaced, on the one hand, and the remaining Mortgage Loans therein, on the other hand, such that those two groups of Mortgage Loans are each secured only by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly corresponding thereto, provided that no such termination shall be effected unless and until (i) the Controlling Class Representative has consented in writing (which consent may be given or withheld in its sole discretion) and (ii) the Trustee and the Master Servicer shall have received from the Seller (A) an Opinion of Counsel from independent counsel to the effect that such termination will not cause an Adverse REMIC Event to occur with respect to the Upper-Tier REMIC or the Lower-Tier REMIC or an Adverse Grantor Trust Event with respect to the Grantor Trust and (B) written confirmation from each Rating Agency that such termination will not cause an Adverse Rating Event to occur with respect to any Class of Rated Certificates; and provided, further, that the Seller may, at its option, repurchase or replace the entire subject Cross-Collateralized Group pursuant to the first paragraph of this Section 5(a) in lieu of terminating the cross-collateralization. All costs and expenses incurred by the Trustee and the Master Servicer pursuant to this paragraph shall be included in the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased or replaced. If one or more (but not all) of the Mortgage Loans constituting a Cross-Collateralized Group are to be repurchased or replaced by the Seller as contemplated by the immediately preceding paragraph, the Seller must satisfy both the requirements set forth in the immediately preceding paragraph and the Crossed Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing Agreement). If the cross-collateralization of any Cross-Collateralized Group of Mortgage Loans cannot be terminated as contemplated by the second preceding paragraph for any reason (including, but not limited to, the Seller's failure to satisfy any of the conditions set forth in the first proviso to the first sentence of the second preceding paragraph), or if the proposed repurchase or replacement of less than all of the Mortgage Loans included within such Cross-Collateralized Group does not satisfy the applicable Crossed Mortgage Loan Repurchase Criteria as contemplated by the immediately preceding paragraph, then, for purposes of (i) determining whether the subject Breach or Document Defect is a Material Breach or Material Document Defect, as the case may be, and (ii) the application of remedies (including, without limitation, repurchase and replacement as contemplated by this Section 5(a)), such Cross-Collateralized Group shall be treated as a single Mortgage Loan. Whenever one or more mortgage loans are substituted by the Seller for a Defective Mortgage Loan as contemplated by this Section 5(a), the Seller shall (i) deliver the related Mortgage File for each such substitute mortgage loan to the Trustee, (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 Trustee. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5(a) if the Defective Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which case, absent 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 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 received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or replacement, shall belong to the Trust Fund. 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, and received by the Master Servicer or the Special Servicer on behalf of the Trust, after the related date of repurchase or replacement, shall belong to the Seller (or, if applicable, any person effecting such repurchase or substitution in the place of the Seller). (b) Notwithstanding Section 5(a), if there exists a Breach of any representation or warranty on the part of the Seller with respect to any Mortgage Loan set forth in, or made pursuant to, Section 4(b) or 4(d) of this Agreement that the related Mortgage Loan Documents or any particular related Mortgage Loan Document requires the related Borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan Document(s), then the Seller shall, within 90 days of the Seller's receipt of written direction from the Master Servicer or the Special Servicer, pay the amount of any such costs and expenses borne by the Trust that are the basis of such Breach and have not been reimbursed by the related Borrower; provided, however, that in the event any such costs and expenses exceed $10,000, the Seller shall have the option to repurchase such Mortgage Loan at the applicable Purchase Price as contemplated by Section 5(a), replace such Mortgage Loan and pay the applicable Substitution Shortfall Amount as contemplated by Section 5(a) or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Seller shall remit the amount of such costs and expenses and upon its making such payment, the Seller shall be deemed to have cured such Breach in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Breach, regardless of whether it constitutes a Material Breach, and the Seller shall not be obligated to repurchase or otherwise cure such Breach under any circumstances. (c) If any Defective Mortgage Loan is to be repurchased or replaced as contemplated by Section 5(a), the Seller shall amend the Mortgage Loan Schedule 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 Master Servicer. It shall be a condition to any repurchase or replacement of a Defective Mortgage Loan by the Seller pursuant to Section 5(a) that the Trustee shall have executed and delivered such endorsements and instruments of release, transfer and/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) and the related Mortgage Loan Documents, to the extent that such ownership interest was transferred to the Purchaser hereunder. (d) If, on or after September 30, 2008, the Seller receives notice of a Material Document Defect with respect to any Mortgage Loan, which Material Document Defect constitutes a Recording Omission, and if such Mortgage Loan is still subject to the Pooling and Servicing Agreement, then the Seller, with the written consent of the Controlling Class Representative, which consent may be granted or withheld in its sole discretion, and written confirmation from each Rating Agency that the following arrangement will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, in lieu of repurchasing or replacing such Mortgage Loan (as and to the extent contemplated by Section 5(a) above), but in no event later than such repurchase would have to have been completed, establish a Recording Omission Credit or a Recording Omission Reserve with the Master Servicer; provided that if the Seller has already established a Purchase Price Security Deposit with respect to such Mortgage Loan in accordance with Section 5(a), the outstanding balance of such Purchase Price Security Deposit (when, if applicable, combined with an additional amount being tendered by the Seller) is not less than the amount of the required Recording Omission Reserve and the establishment of a Recording Omission Reserve will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, the existing Purchase Price Security Deposit (together with any additional amount being tendered by the Seller, if applicable) shall constitute the establishment of a Recording Omission Reserve with respect to such Mortgage Loan for purposes of this Section 5(d). In furtherance of the preceding sentence, the Master Servicer shall establish one or more accounts (individually and collectively, the "Special Reserve Account"), each of which shall be an Eligible Account, and the Master Servicer shall deposit any Recording Omission Reserve into the Special Reserve Account within one Business Day of receipt. The Seller may direct the Master Servicer to invest or cause the investment of the funds deposited in the Special Reserve Account in one or more Permitted Investments that bear interest or are sold at a discount and that mature, unless payable on demand, no later than the Business Day prior to the next Master Servicer Remittance Date. The Master Servicer shall act upon the written instructions of the Seller with respect to the investment of funds in the Special Reserve Account in such Permitted Investments, provided that in the absence of appropriate written instructions from the Seller, the Master Servicer shall have no obligation to invest or direct the investment of funds in such Special Reserve Account. All income and gain realized from the investment of funds deposited in such Special Reserve Account shall be for the benefit of the Seller and shall be withdrawn by the Master Servicer and remitted to the Seller on each Master Servicer Remittance Date (net of any losses incurred), and the Seller shall remit to the Master Servicer from the Seller's own funds for deposit into such Special Reserve Account the amount of any realized losses (net of realized gains) in respect of such Permitted Investments immediately upon realization of such net losses and receipt of written notice thereof from the Master Servicer; provided that the Seller shall not be required to make any such deposit for any realized loss which is incurred solely as a result of the insolvency of the federal or state depository institution or trust company that holds such Special Reserve Account. Neither the Trustee nor the Master Servicer shall have any responsibility or liability with respect to the investment directions of the Seller, the investment of funds in the Special Reserve Account in Permitted Investments or any losses resulting therefrom. A Recording Omission Credit shall (i) entitle the Master Servicer to draw upon the Recording Omission Credit on behalf of the Trustee upon presentation of only a sight draft or other written demand for payment, (ii) permit multiple draws by the Master Servicer, and (iii) be issued by such issuer and containing such other terms as the Master Servicer may reasonably require to make such Recording Omission Credit reasonably equivalent security to a Recording Omission Reserve in the same amount. Once a Recording Omission Reserve or Recording Omission Credit is established with respect to any Mortgage Loan, the Master Servicer shall, from time to time, withdraw funds from the related Special Reserve Account or draw upon the related Recording Omission Credit, as the case may be, and apply the proceeds thereof to pay the losses or expenses directly incurred by the Trust as a result of a Recording Omission. The Recording Omission Reserve or Recording Omission Credit or any unused balance thereof with respect to any Mortgage Loan will be released to the Seller by the Master Servicer upon the earlier of the Seller's cure of all Recording Omissions with respect to such Mortgage Loan (provided that the Trust has been reimbursed with respect to all losses and expenses relating to Recording Omissions with respect to such Mortgage Loan) and such Mortgage Loan's no longer being a part of the Trust Fund under the Pooling and Servicing Agreement. (e) It is understood and agreed that the obligations of the Seller set forth in this Section 5 to cure a Material Breach or a Material Document Defect, repurchase or replace the related Defective Mortgage Loan(s), cover certain expenses or establish a Purchase Price Security Deposit, a Recording Omission Credit or a Recording Omission Reserve with respect to the related Defective Mortgage Loan(s), constitute the sole remedies against the Seller available to the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Breach or Document Defect in respect of any Mortgage Loan. (f) If the Seller disputes that a Material Document Defect or Material Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction or cure of such Material Document Defect or Material Breach, (ii) to repurchase the affected Mortgage Loan from the Purchaser or its assignee or (iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in accordance with the foregoing provisions of this Section 5, then (provided that (A) the Mortgage Loan is then subject to the Pooling and Servicing Agreement, (B) at least the applicable Initial Resolution Period has expired and (C) the Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan), the Special Servicer may, subject to the Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit the liquidation of) the Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, while pursuing the repurchase claim, and such action shall not be a defense to the repurchase claim or alter the applicable Purchase Price (it being understood and agreed that the foregoing is not intended to otherwise delay the actions of the Special Servicer with respect to a Specially Serviced Mortgage Loan). If any REO Property in respect of any Mortgage Loan is subject to the Pooling and Servicing Agreement and there is any alleged Material Document Defect or Material Breach with respect to such REO Property or the related Mortgage Loan, then the Seller shall be notified promptly and in writing by the Special Servicer of any offer that it receives to purchase such REO Property. Upon the receipt of such notice by the Seller, the Seller shall then have the right to repurchase such REO Property from the Trust at a purchase price equal to the amount of such offer. The Seller shall have three (3) Business Days to purchase such REO Property from the date that it was notified of such offer. The Special Servicer shall be obligated to provide the Seller with any appraisal or other third-party reports relating to such REO Property within its possession to enable the Seller to evaluate such REO Property. Any sale of a Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of any related REO Property, to a Person other than the Seller shall be (i) without recourse of any kind (either expressed or implied) by such Person against the Seller and (ii) without representation or warranty of any kind (either expressed or implied) by the Seller to or for the benefit of such Person. The fact that a Material Document Defect or Material Breach is not discovered until after foreclosure (but in all instances prior to the sale of the subject Mortgage Loan or REO Property) shall not prejudice any claim of the Trust against the Seller for repurchase of the subject Mortgage Loan or REO Property. The provisions of this Section 5 regarding remedies against the Seller for a Material Breach or Material Document Defect with respect to any Mortgage Loan shall also apply to the related REO Property. If the Seller fails to correct or cure the Material Document Defect or Material Breach or purchase the subject REO Property, then the provisions above regarding notice of offers related to such REO Property and the Seller's right to purchase such REO Property shall apply. If a court of competent jurisdiction issues a final order that the Seller is or was obligated to repurchase the related Mortgage Loan or REO Property or the Seller otherwise accepts liability, then, after the expiration of any applicable appeal period, but in no event later than the termination of the Trust pursuant to the Pooling and Servicing Agreement, the Seller will be obligated to pay to the Trust the amount, if any, by which the applicable Purchase Price exceeds any Liquidation Proceeds received upon such liquidation (including those arising from any sale to the Seller); provided that the prevailing party in such action shall be entitled to recover all costs, fees and expenses (including reasonable attorneys' fees) related thereto. SECTION 6 Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New York 10281, or at such other location as agreed upon between the parties hereto, at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) all of the representations and warranties of each of the Seller and the Purchaser made pursuant to Section 4 of this Agreement (subject, in the case of the Seller, to the exceptions set forth in Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date; (ii) all documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Seller hereunder), to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) the Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) the result of any examination of the Mortgage Files for, and any other documents and records relating to, 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 in all material respects, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) the Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1; and (viii) neither the Underwriting Agreement nor the Certificate Purchase 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 7 Closing Documents. The Closing Documents shall consist of the following: (i) this Agreement, duly executed by the Purchaser and the Seller; (ii) each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Depositor, Credit Suisse Securities, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (vii) one or more comfort letters from Ernst & Young LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, the Depositor, Credit Suisse Securities, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (viii) such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request. SECTION 8 Costs. Whether or not this Agreement is terminated, except to the extent otherwise specifically provided in this Agreement, the costs and expenses incurred in connection with the transactions herein contemplated shall be allocated between the parties hereto as provided in any terms letter agreement or other agreement between them which pertains to such transactions. SECTION 9 Notices. All demands, notices and communications hereunder shall be in writing, shall be effective only upon receipt by the Purchaser or the Seller, as applicable, and shall be personally delivered, mailed, by registered mail, postage prepaid, delivered by overnight mail or courier service, or transmitted by facsimile and confirmed to the sender and (a) if to the Purchaser, addressed to the Purchaser at 11 Madison Avenue, 5th Floor, New York, New York 10010, Attention: Edmond Taylor, with a copy to Casey McCutcheon, Esq., Legal & Compliance Department, Telecopy No.: (917) 326-8433, or such other address or telecopy number as may be designated by the Purchaser to the Seller in writing, or (b) if to the Seller, addressed to the Seller at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326, Attention: President, Telecopy No: (404) 239-0419, or such other address as may be designated by the Seller to the Purchaser in writing. SECTION 10 Notice of Exchange Act Reportable Events. The Seller hereby agrees to deliver to the Depositor and the Trustee any disclosure information relating to any event reasonably determined in good faith by the Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in such form), including, without limitation, the disclosure required under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use commercially reasonable efforts to deliver proposed disclosure language relating to any event described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee and the Depositor within one (1) Business Day of become aware of such event giving rise to such disclosure and in any event no later than two (2) Business Days of the Seller becoming aware of such event, and shall provide disclosure relating to any other event reasonably determined by the Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within two (2) Business Days following the Depositor's request for such disclosure language. The obligation of the Seller to provide the above-referenced disclosure materials will terminate upon the filing of the Form 15 with respect to the Trust Fund as to that fiscal year in accordance with Section 12.10(a) of the Pooling and Servicing Agreement. The Seller hereby acknowledges that the information to be provided by it pursuant to this Section will be used in the preparation of reports meeting the reporting requirements of the Trust under Section 13(a) and/or Section 15(d) of the Exchange Act. SECTION 11 Miscellaneous. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced. This Agreement may be executed in any number of counterparts (and by each of the parties hereto on different counterparts), each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, and no other person will have any right or obligation hereunder. 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 adversely affect, the Seller, without the consent of the Seller. SECTION 12 Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) 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 all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by the Depositor to the Trustee of its interests in the Mortgage Loans as contemplated by Section 17 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be 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 with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing. SECTION 13 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 delivered 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, notwithstanding (1) any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan or (2) any termination of this Agreement prior to Closing. SECTION 14 Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or 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 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 15 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY (I) SUBMIT 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) AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVE, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. SECTION 16 Further Assurances. The Seller and the Purchaser agree to execute and deliver such instruments and take such further actions as the other party may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement. SECTION 17 Successors and Assigns. The rights and obligations of the Seller under this Agreement shall not be assigned by the Seller without the prior written consent of the Purchaser, except that any person into which the Seller may be merged or consolidated, or any corporation 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 Depositor is expressly authorized to assign its rights and obligations under this Agreement, in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Notwithstanding any provision of this Agreement to the contrary, the Trustee shall have no authority or right to assign or transfer its rights and obligations under this Agreement, in whole or in part, to any other Person (other than a successor Trustee), regardless of whether such assignment or transfer is made in connection with the transfer of any Mortgage Loan by the Trust as contemplated by the terms of the Pooling and Servicing Agreement, or otherwise; provided, however, that the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, is expressly authorized to assign its rights and obligations under this Agreement with respect to any Defaulted Mortgage Loan (as defined in Pooling and Servicing Agreement) to the Majority Controlling Class Certificateholder (as defined in the Pooling and Servicing Agreement) or its assignee in connection with its or such assignee's purchase of such Mortgage Loan pursuant to Section 3.18(b) of the Pooling and Servicing Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser, and their respective successors and permitted assigns. SECTION 18 Information. The Seller shall, for the purpose of facilitating the issuance and sale of the Certificates by the Depositor, provide the Purchaser with such information about the Seller, the Mortgage Loans and the Seller's underwriting and servicing procedures as is (i) customary in commercial mortgage loan securitization transactions, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a public or private disclosure document. 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 Exhibit C hereto and each of the capitalized terms used 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 or certified copy 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, the inclusion of the original or certified copy of such document in the Mortgage File for any of the Mortgage Loans constituting a part of such Cross-Collateralized Group shall be deemed an inclusion of such original or certified copy in the Mortgage File for each Mortgage Loan included within such Cross-Collateralized Group. SECTION 20 Entire Agreement. Except as otherwise expressly contemplated hereby, this Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. COLUMN FINANCIAL, INC. By:/s/ Jeffrey Altabef -------------------------------------- Name: Jeffrey Altabef Title: Vice President CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. By:/s/ Jeffrey Altabef -------------------------------------- Name: Jeffrey Altabef Title: Vice President Exhibit A - Mortgage Loan Schedule Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 Combined Collateral [to be attached] CSMC 2007-C1 Exhibit B-1A March 16, 2007
# Property Name --- ------------------------------------------------------------------ 1 Savoy Park 2 CVI Multifamily Apartment Portfolio 3 Mansions at Steiner Ranch 4 Mansions on the Green I 5 Mansions at Canyon Creek 6 Mansions on the Green II 7 City Place 8 HGA Portfolio 10 Trident Center 12 El Ad Florida Multifamily Portfolio 13 717 North Harwood Street 14 Conrad Indianapolis 15 Pinnacle at Tutwiler 17 20 S Clark 18 Syracuse Office Portfolio 20 Wellington Ridge 21 The Shoreham Hotel 23 Brentwood Downs 24 Plymouth Corp. Center 26 Promenade at Tutwiler Farm 28 Blockbuster Warehouse 29 Fairwinds Northpointe 30 Fairwinds Sand Creek 31 Marsh Creek Corporate Center 33 1025 Old Country Road 36 Memphis International Airport Center 37 Spectra II - POOL 5 38 Chandler Heights Marketplace 44 Sabal Point 45 Campbell Center 47 Golden Cove 50 Archdale Marketplace 51 North Woods at the Four Seasons 52 Island Club 54 Players Club 57 Olivera Crossing 58 Lake Worth Gardens 59 Chase Monroe 61 Riverbend Apartments 63 Rambling Oaks 72 Bella on Broadway 74 Parkwood II 75 Cinnamon Ridge Apartments 76 GHG Portfolio Buckhead 77 Crescent Oaks Apartments 78 Forest Estates Apartments 79 The Fountains 80 Crowne Plaza Harrisburg 81 Eastway Crossing 82 Glendale Thunderbird Plaza 83 Arrowood Crossing 84 Radisson Fort Worth 86 Hampton Inn Riverplace 88 700 Longwater Drive 89 Loudoun Tech Center I 91 Hilton Garden Inn Layton 92 Springhill Suites Mooresville 93 North Leg Plaza 94 Southgate Shopping Center 95 Westgate Shopping Center 96 The Shoppes at Twin Oaks 98 Land of Lincoln Building 99 Airport Industrial 100 Slater Office Building 102 Holiday Inn Express Hotel & Suites Woodway 106 Shades Creek Office Building 108 Odyssey North 109 Central Park Shopping Center 110 Holiday Inn Express Kennesaw 111 Woodmark at Steel Lake 113 Oakview Apts & Ballard Plaza Combined 116 Greentree Apartments 117 National Parkway 118 Woodlands of Plano Apartments 119 Scriber Gardens 120 Avenue Shoppes 121 El Toreador 123 Twin Oaks Industrial Center 124 Scott Village Shopping Center 125 Sherwood Apartments 127 Morgan Estates 128 4550 Lena Drive 129 Timmaron Apartments 132 Holiday Inn Express Bessemer 133 500 North Pulaski 134 Spectrum Plaza Shopping Center 135 EPS Building 138 Hampton Inn Janesville 139 Waddell Plaza 140 College Park Plaza 142 Carrollwood Oaks SC 143 La Mirage Retail 145 1025 Ocean Ave Apartments 146 Radio Drive Professional Building 147 Secured Self Storage 148 Miramar Center 149 Oak Ridge Center 150 801 Tilton Road 151 Denison Park Apartments 152 Plantation Warehouse 154 Benton Park Shopping Center 156 Whispering Timbers 157 Ryan Place Apartments 158 Palm Gardens 159 Range Vista 160 Best Western Villa Del Lago Inn 161 Florence Plaza 162 CVS--Naples FL 163 Best Western Hotel & Suites Sebastian 165 White House Shops 166 Lancaster K-8 Avenue Industrial 169 Westminster Park Building 170 Pierce Community Bank Building 171 Franklin Apartments 172 Vernon Apartments 173 Amberley House 174 Plantation Plaza 177 Federal Express Bakersfield 178 San Dimas Retail 179 I-Loft 180 37th Street 181 Harvest Plaza Phase II 182 The Dale Building 184 Encino Shoppes, LLC 185 Quail Northwest 186 Lakewood Country Club Center 187 McMinnville Town Center 189 90 Good Drive 190 Madison Boulevard Service Center 191 Hampton Inn Wilkesboro 193 Wick Lane Shopping Center 194 Wake Forest Eatery 195 80 Windward Ave 196 Palm Harbor Professional Center 197 Centre Green Square at Whitehall 198 Arbors Apartments 199 Trinity Oaks 201 A&B Self Storage 202 4000 Aerial Center 203 Summerfield Village 205 Lakeview Self Storage 208 CVS New Port Richey 210 Deer Valley Industrial 211 Worthington Apartments 213 Sleep Inn Phoenix 214 Town & Country Apartments 215 Cades Center 216 Harbour Bend Office 217 820 Sunland Park 218 Windward Plaza 219 Springwood Apts SC 220 Tabernacle Towers 221 U Store 222 GHG Perimeter Center 223 North Fork Crossing 224 7th & Orange Avenue 225 Palisades Retail 226 Custer Place 227 Saddle Rock Village Center 228 Twin Pines Apartments 229 2110 South Lamar Shopping Center 231 Rufe Snow Plaza 232 North Highland Shopping Center 233 Raceway Plaza 236 Security Storage Tuscaloosa 237 Meridian Retail 238 Las Haciendas Apartments 239 10703 J Street 240 Stewart Place 241 Harrington Woods MHP 242 48-19 Vernon Boulevard 243 Sagemont Plaza 244 Worthington Professional Building 245 South Shore Center 246 1021 National Road 248 Westside Market Place 249 Sienna Gardens Office 250 Cedar Park Crossing 251 Market Place Shopping Center # Address --- ------------------------------------------------------------------------------------------------------------------------------ 1 45 West 139th Street 2 Various 3 4500 Steiner Ranch Boulevard 4 7711 O'Connor Drive 5 9009 North FM 620 6 7720 O'Connor Drive 7 700 South Rosemary Avenue 8 Various 10 11355-11377 Olympic Boulevard 12 Various 13 717 North Harwood Street 14 50 West Washington Street 15 5006-5078 Tutwiler Farms Road 17 20 South Clark Street 18 Various 20 3789 Lawrenceville Highway 21 33 West 55th Street 23 500 Pleasant Hill Road 24 625 West Ridge Pike 26 1600-1654 Gadsden Highway 28 3000 Redbud Boulevard 29 520 East Holland Avenue 30 3310 Valencia Drive 31 1,15,35,55,75 East Uwchlan Avenue and 91 Sheree Boulevard 33 1025 Old Country Road 36 3500 & 3560 Air Center Cove, 3300 Jet Cove, 3474,3510,3570 & 3644 Winchester Road, 3422 Prescott Boulevard and 3677 Miac Drive 37 Various 38 4850-4990 South Gilbert Road 44 12512 Sabal Point Drive 45 2955 Keith Street Northwest 47 31098, 31100-31250 Hawthorne Boulevard 50 5801 - 6025 South Boulevard 51 64 Four Seasons Road 52 7938 Island Club Drive 54 1100 Players Court 57 3375 Port Chicago Highway 58 3927 Hadjes Drive 59 2163 Commerce Drive 61 100 Riverbend Drive 63 Various 72 436 Broadway 74 10055 Grogan's Mill Road 75 6565 Spencer Highway 76 Various 77 6718 De Moss Drive 78 9655 Chimney Hill Lane 79 Various 80 23 South 2nd Street 81 3704-3122 Eastway Drive 82 Northeast Corner of Thunderbird Road and 59th Avenue 83 2109 Arrowcreek Drive 84 2540 Meachum Boulevard 86 171 Riverplace 88 700 Longwater Drive 89 21251 Ridgetop Circle 91 762 Heritage Park Boulevard 92 121 Gateway Boulevard 93 3246 Wrightsboro Road 94 317 South Slappey Boulevard 95 125 North Virginia Avenue 96 3601, 3626, 3641 Cox Road 98 325 West Adams Street 99 2563 Airport Industrial Drive 100 10101 Slater Avenue 102 6808 Woodway Drive 106 820 Shades Creek Parkway 108 731 South Pear Orchard Road 109 1754 Central Park and 5135 Times Square Plaza 110 2485 George Busbee Parkway 111 31200 23rd Avenue South 113 Various 116 6200 Airport Boulevard 117 1026-1100 National Parkway 118 1370 Rigsbee Road 119 6024 200th Street Southwest 120 8204 Crystal Clear Lane 121 601-637 East San Ysidro Boulevard 123 800-810 Twin Oaks Valley Road 124 1745 Church Street 125 3030 Northeast 143rd Street 127 4588 Morgan View Road 128 4550 Lena Drive 129 9850 Whitehurst Drive 132 5001 Academy Lane 133 500 North Pulaski Road 134 23221 Aldine Westfield Road 135 1457 Scott Boulevard 138 2400 Fulton Street 139 6290 University Drive 140 3269 West 86th Street 142 11111 North Dale Mabry Highway 143 29563 Northwestern Highway 145 1025 Ocean Avenue 146 1000 Radio Drive 147 24789 US Highway 27 148 6590-6598 Miramar Road 149 333 Main Street 150 801 Tilton Road 151 2235-2317 Forestdale Avenue and 3783-3785 West 22nd Street 152 1400 Northwest 65th Avenue 154 2505-2611 South H Street 156 6325 Garden Road 157 179-320 Dale Drive and 1632-1638 Main Street 158 1803 Park Center Drive 159 8300 North Alcott Street 160 2959 Speno Drive 161 1910 West Evans Street 162 4890 Tamiami Trail East 163 1655 U.S. Highway 1 165 520 State Route 76 166 229-249 East Avenue K-8 169 38-68 Amaral Street 170 405-413 29th Street Northeast 171 809 and 911 South Franklin Avenue 172 302 West Vernon Avenue 173 3501 Section Road 174 4331-4347 Gunn Highway 177 3105 Gateway Avenue 178 702-762 West Arrow Highway 179 5310 South Alston Avenue 180 331-347 37th Street 181 8800 Harvest Oaks Drive 182 1504 Santa Rosa Road 184 17301 Ventura Boulevard 185 6148, 6152 and 6170 Mae Anne Avenue 186 3215-3225 Carson Street 187 1421 - 1691 Northeast Highway 99 West 189 90 Good Drive 190 8075 and 8097 Madison Boulevard 191 1300 Collegiate Drive 193 12426 Memorial Drive 194 2101 South Main Street 195 80 Winward Avenue 196 35111 US Highway 19 North 197 3607 Whitehall Park Drive 198 1533 Arbors Lane 199 9945 Trinity Boulevard 201 816 Highway 231 202 4000-4020 Aerial Center Parkway 203 4446 US Highway 220 205 612 32nd Street South 208 5432 US Highway 19 North 210 23005 North 15th Avenue 211 100-200 Laura Lane 213 18235 North 27th Avenue 214 2111 Thompson Road 215 1401 West Reelfoot Avenue 216 2917 West SR 434 217 820 Sunland Park Drive 218 5315 Windward Parkway 219 410 Sulphur Springs Road 220 249 East Tabernacle Street 221 6100 Leon Circle 222 6280 Peachtree Dunwoody Road 223 2555-2567 North Road 224 1150-1164 East 7th Street 225 15244-15248 West Sunset Boulevard 226 2024 West 15th Street 227 22880 East Smoky Hill Road 228 12411 8th Avenue 229 2110 South Lamar Boulevard 231 5600 Rufe Snow Drive 232 200 North Highland Avenue 233 10665-10667 East US Highway 36 236 4150 Walton Avenue 237 1217 South Frontage Road 238 515 North O'Connor 239 10703 J Street 240 831-841 South Range Line Road 241 April Lane at Dawns Way 242 48-19 Vernon Boulevard 243 11504 Hughes Road 244 748-750 Old Main Street 245 3020 Marina Bay Drive 246 1021 National Road 248 1925 North Street/Highway 33 249 10799 West Twain Avenue 250 1625 North Bell Boulevard 251 7536 Woodrow Street Zip Mortgage Original Cut-off Remaining # City State Code Rate (%) Balance ($) Balance ($) Term --- ----------------------- ------- ------- ----------- --------------- --------------- --------- 1 New York NY 10037 6.135% $210,000,000.00 $210,000,000.00 82 2 Various Various Various 6.098686511% $179,784,800.00 $179,784,800.00 56 3 Austin TX 78732 5.770% $61,727,334.00 $61,727,334.00 118 4 Round Rock TX 78681 5.770% $37,226,506.00 $37,226,506.00 118 5 Austin TX 78726 5.770% $35,376,585.00 $35,376,585.00 118 6 Round Rock TX 78681 5.770% $25,669,575.00 $25,669,575.00 118 7 West Palm Beach FL 33401 6.270% $150,000,000.00 $150,000,000.00 115 8 Various Various Various 5.085% $123,300,000.00 $123,300,000.00 116 10 Los Angeles CA 90064 5.299% $101,850,000.00 $101,850,000.00 119 12 Various FL Various 5.650% $79,200,000.00 $79,200,000.00 118 13 Dallas TX 75201 6.316% $64,000,000.00 $64,000,000.00 52 14 Indianapolis IN 46204 5.800% $55,000,000.00 $55,000,000.00 117 15 Trussville AL 35173 5.642% $48,515,172.00 $48,515,172.00 117 17 Chicago IL 60603 5.510% $40,500,000.00 $40,500,000.00 119 18 Syracuse NY Various 5.710% $38,800,000.00 $38,800,000.00 119 20 Lawrenceville GA 30044 5.655% $36,000,000.00 $36,000,000.00 118 21 New York NY 10019 6.090% $35,000,000.00 $35,000,000.00 116 23 Lilburn GA 30047 5.655% $33,200,000.00 $33,200,000.00 118 24 Conshohocken PA 19428 5.760% $31,692,500.00 $31,692,500.00 119 26 Trussville AL 35173 5.642% $30,084,828.00 $30,084,828.00 117 28 McKinney TX 75069 5.690% $30,000,000.00 $29,870,980.96 118 29 Spokane WA 99218 5.810% $16,400,000.00 $16,400,000.00 117 30 Idaho Falls ID 83404 5.810% $12,700,000.00 $12,700,000.00 117 31 Exton PA 19341 5.650% $28,400,000.00 $28,400,000.00 119 33 Westbury NY 11590 5.630% $27,000,000.00 $27,000,000.00 118 36 Memphis TN 38109 6.220% $24,900,000.00 $24,900,000.00 58 37 Various Various Various 5.650% $24,140,000.00 $24,140,000.00 118 38 Chandler AZ 85249 5.460% $23,446,000.00 $23,446,000.00 118 44 Pineville NC 28134 5.655% $19,480,000.00 $19,480,000.00 118 45 Cleveland TN 37312 6.280% $19,000,000.00 $18,894,211.16 116 47 Rancho Palos Verdes CA 90275 5.685% $16,500,000.00 $16,500,000.00 118 50 Charlotte NC 28217 5.650% $14,600,000.00 $14,600,000.00 117 51 Charlottesville VA 22901 5.940% $14,500,000.00 $14,500,000.00 117 52 Indianapolis IN 46214 5.655% $14,360,000.00 $14,360,000.00 118 54 Nashville TN 37211 5.655% $13,800,000.00 $13,800,000.00 118 57 Concord CA 94520 5.540% $13,500,000.00 $13,500,000.00 117 58 Lake Worth FL 33467 6.680% $13,545,000.00 $13,440,623.91 114 59 Monroe NC 28110 5.655% $13,400,000.00 $13,400,000.00 118 61 West Columbia SC 29169 6.450% $13,400,000.00 $13,307,744.61 112 63 Various OK Various 6.700% $12,900,000.00 $12,900,000.00 119 72 Tacoma WA 98402 5.950% $11,700,000.00 $11,674,502.28 118 74 The Woodlands TX 77380 5.640% $11,487,000.00 $11,487,000.00 118 75 Pasadena TX 77505 5.700% $11,300,000.00 $11,300,000.00 118 76 Atlanta GA 30324 6.060% $11,280,000.00 $11,280,000.00 116 77 Houston TX 77074 5.760% $11,175,000.00 $11,175,000.00 117 78 Dallas TX 75243 6.020% $11,170,000.00 $11,170,000.00 99 79 Various IL Various 6.750% $11,000,000.00 $11,000,000.00 117 80 Harrisburg PA 17101 6.060% $10,200,000.00 $10,169,055.66 118 81 Charlotte NC 28205 6.100% $9,900,000.00 $9,900,000.00 119 82 Glendale AZ 85306 5.650% $9,763,500.00 $9,763,500.00 118 83 Charlotte NC 28273 5.655% $9,720,000.00 $9,720,000.00 118 84 Fort Worth TX 76106 5.820% $9,575,000.00 $9,545,288.25 119 86 Greenville SC 29601 6.170% $9,300,000.00 $9,280,448.35 115 88 Norwell MA 02061 6.050% $8,650,000.00 $8,650,000.00 117 89 Sterling VA 20166 5.550% $8,500,000.00 $8,500,000.00 120 91 Layton UT 84041 5.880% $8,315,000.00 $8,296,670.48 118 92 Mooresville NC 28117 5.930% $8,300,000.00 $8,274,370.08 118 93 Augusta GA 30909 6.420% $4,460,000.00 $4,435,925.42 114 94 Albany GA 31701 6.420% $3,200,000.00 $3,182,726.76 114 95 Tifton GA 31794 6.420% $620,000.00 $616,653.30 114 96 Richmond VA 23233 5.650% $8,200,000.00 $8,200,000.00 118 98 Springfield IL 62704 6.000% $8,000,000.00 $7,976,011.57 117 99 Ball Ground GA 30107 6.150% $8,000,000.00 $7,968,832.56 80 100 Fountain Valley CA 92708 5.870% $7,908,000.00 $7,908,000.00 119 102 Waco TX 76712 5.900% $7,700,000.00 $7,676,125.56 118 106 Birmingham AL 35209 5.650% $7,400,000.00 $7,400,000.00 117 108 Ridgeland MS 39157 5.580% $7,150,000.00 $7,150,000.00 119 109 Okemos MI 48864 5.850% $6,975,000.00 $6,975,000.00 118 110 Kennesaw GA 30144 5.960% $7,000,000.00 $6,965,741.68 115 111 Federal Way WA 98003 6.620% $7,000,000.00 $6,954,962.35 115 113 Huxley IA 50124 6.010% $6,800,000.00 $6,800,000.00 116 116 Mobile AL 36608 5.990% $6,500,000.00 $6,500,000.00 54 117 Schaumburg IL 60173 5.810% $6,400,000.00 $6,400,000.00 108 118 Plano TX 75074 5.970% $6,250,000.00 $6,250,000.00 56 119 Lynnwood WA 98036 6.040% $6,200,000.00 $6,200,000.00 116 120 Orlando FL 32809 5.850% $6,120,000.00 $6,120,000.00 115 121 San Ysidro CA 92173 5.550% $6,100,000.00 $6,100,000.00 117 123 San Marcos CA 92069 5.800% $6,050,000.00 $6,050,000.00 118 124 Decatur GA 30033 6.500% $5,925,000.00 $5,889,107.39 113 125 Seattle WA 98125 5.580% $5,750,000.00 $5,750,000.00 118 127 Geneseo NY 14454 6.850% $5,750,000.00 $5,734,336.34 118 128 Mechanicsburg PA 17055 5.580% $5,720,000.00 $5,706,756.04 119 129 Dallas TX 75243 6.413% $5,565,125.00 $5,565,125.00 115 132 Bessemer AL 35022 6.300% $5,200,000.00 $5,164,750.34 115 133 Chicago IL 60624 6.320% $5,100,000.00 $5,100,000.00 114 134 Spring TX 77373 5.790% $5,100,000.00 $5,100,000.00 118 135 Decatur GA 30030 5.900% $5,100,000.00 $5,100,000.00 118 138 Janesville WI 53546 6.250% $5,000,000.00 $4,972,031.86 116 139 Huntsville AL 35806 5.780% $4,920,000.00 $4,920,000.00 118 140 Indianapolis IN 46268 5.880% $4,900,000.00 $4,900,000.00 119 142 Tampa FL 33618 5.820% $4,629,000.00 $4,629,000.00 119 143 Southfield MI 48034 6.070% $4,600,000.00 $4,600,000.00 116 145 Santa Monica CA 90403 5.630% $4,535,000.00 $4,535,000.00 118 146 Woodbury MN 55125 5.760% $4,425,000.00 $4,425,000.00 117 147 Lake Wales FL 33859 6.020% $4,400,000.00 $4,390,520.24 118 148 San Diego CA 92121 5.620% $4,350,000.00 $4,350,000.00 119 149 Oak Ridge TN 37830 5.934% $4,320,000.00 $4,320,000.00 117 150 Northfield NJ 08225 5.990% $4,300,000.00 $4,290,690.15 118 151 Cleveland OH 44109 5.850% $4,200,000.00 $4,200,000.00 117 152 Plantation FL 33313 6.030% $4,200,000.00 $4,200,000.00 119 154 Bakersfield CA 93304 6.020% $4,200,000.00 $4,190,951.15 118 156 Maumee OH 43537 6.090% $4,160,000.00 $4,147,738.81 117 157 Kent OH 44240 6.000% $4,050,000.00 $4,050,000.00 113 158 Orlando FL 32835 5.910% $4,041,000.00 $4,041,000.00 115 159 Westminster CO 80031 5.750% $4,000,000.00 $4,000,000.00 118 160 Patterson CA 95363 6.293% $4,000,000.00 $3,994,837.31 119 161 Florence SC 29501 6.200% $4,000,000.00 $3,991,631.77 117 162 Naples FL 34112 5.800% $4,000,000.00 $3,991,066.23 119 163 Sebastian FL 32958 6.050% $4,000,000.00 $3,987,848.42 118 165 White House TN 37188 5.800% $4,000,000.00 $3,987,540.61 117 166 Lancaster CA 93535 5.990% $3,950,000.00 $3,950,000.00 117 169 East Providence RI 02915 5.920% $3,700,000.00 $3,691,896.96 118 170 Puyallup WA 98372 5.900% $3,600,000.00 $3,600,000.00 119 171 Normal IL 61761 5.770% $1,529,000.00 $1,529,000.00 117 172 Normal IL 61761 5.770% $2,056,900.00 $2,056,900.00 117 173 Cincinnati OH 45237 5.780% $3,500,000.00 $3,500,000.00 119 174 Tampa FL 33618 5.960% $3,500,000.00 $3,492,384.95 118 177 Bakersfield CA 93307 6.265% $3,338,000.00 $3,331,090.38 118 178 San Dimas CA 91773 5.870% $3,300,000.00 $3,300,000.00 118 179 Durham NC 27713 5.630% $3,250,000.00 $3,250,000.00 118 180 Brooklyn NY 11232 6.650% $3,250,000.00 $3,243,681.11 118 181 Raleigh NC 27615 5.870% $3,200,000.00 $3,200,000.00 119 182 Richmond VA 23229 6.180% $3,200,000.00 $3,200,000.00 113 184 Encino CA 91316 5.880% $3,125,000.00 $3,118,111.28 118 185 Reno NV 89523 5.680% $3,100,000.00 $3,100,000.00 119 186 Lakewood CA 90712 6.165% $3,100,000.00 $3,087,957.22 115 187 McMinnville OR 97128 6.050% $3,050,000.00 $3,040,941.36 117 189 East Hempfield Township PA 17603 5.950% $3,000,000.00 $2,993,462.13 118 190 Madison AL 35758 5.790% $3,000,000.00 $2,990,637.73 117 191 Wilkesboro NC 28697 5.730% $3,000,000.00 $2,978,367.21 118 193 Houston TX 77024 5.950% $2,900,000.00 $2,891,220.87 117 194 Wake Forest NC 27587 5.750% $2,800,000.00 $2,796,182.18 119 195 Venice CA 90291 5.850% $2,700,000.00 $2,700,000.00 117 196 Palm Harbor FL 34684 5.830% $2,700,000.00 $2,700,000.00 118 197 Charlotte NC 28273 5.950% $2,700,000.00 $2,696,393.83 119 198 Bloomington IN 47401 5.630% $2,700,000.00 $2,691,315.21 117 199 Trinity FL 34655 6.020% $2,650,000.00 $2,650,000.00 119 201 Troy AL 36081 5.870% $2,550,000.00 $2,542,061.19 119 202 Cary NC 27560 5.790% $2,500,000.00 $2,500,000.00 119 203 Summerfield NC 27358 5.850% $2,500,000.00 $2,500,000.00 118 205 Birmingham AL 35233 6.250% $2,480,000.00 $2,468,558.52 115 208 New Port Richey FL 34652 5.720% $2,440,000.00 $2,434,478.55 119 210 Phoenix AZ 85027 5.670% $2,400,000.00 $2,392,338.21 117 211 Rocky Hill CT 06067 5.870% $2,320,000.00 $2,314,877.44 118 213 Phoenix AZ 85053 6.024% $2,200,000.00 $2,193,292.93 119 214 Richmond TX 77469 6.400% $2,200,000.00 $2,191,830.84 57 215 Union City TN 38261 6.000% $2,100,000.00 $2,097,209.44 119 216 Longwood FL 32779 5.950% $2,100,000.00 $2,095,423.50 118 217 El Paso TX 79912 5.790% $2,000,000.00 $2,000,000.00 118 218 Alpharetta GA 30004 5.880% $2,000,000.00 $2,000,000.00 118 219 Greenville SC 29617 5.900% $2,000,000.00 $1,997,315.05 119 220 St. George UT 84770 6.670% $1,934,000.00 $1,922,703.94 113 221 Little Rock AR 72209 5.830% $1,920,000.00 $1,915,732.78 118 222 Atlanta GA 30328 6.160% $1,900,000.00 $1,892,611.87 116 223 Orangeburg SC 29118 6.330% $1,880,000.00 $1,880,000.00 116 224 Long Beach CA 90813 5.960% $1,825,000.00 $1,821,029.29 118 225 Pacific Palisades CA 90272 5.790% $1,825,000.00 $1,820,917.30 118 226 Plano TX 75075 5.700% $1,742,000.00 $1,742,000.00 119 227 Aurora CO 80016 5.880% $1,700,000.00 $1,694,784.57 117 228 Spokane WA 99216 5.880% $1,615,000.00 $1,615,000.00 118 229 Austin TX 78704 6.400% $1,600,000.00 $1,590,099.00 113 231 North Richland Hills TX 76180 5.815% $1,550,000.00 $1,546,546.66 119 232 Baltimore MD 21224 6.110% $1,500,000.00 $1,493,587.90 117 233 Avon IN 46123 6.050% $1,472,000.00 $1,472,000.00 118 236 Tuscaloosa AL 35405 6.250% $1,400,000.00 $1,395,998.46 117 237 Meridian MS 39301 5.890% $1,395,000.00 $1,395,000.00 117 238 Irving TX 75061 6.180% $1,400,000.00 $1,394,576.94 116 239 Omaha NE 68127 6.500% $1,300,000.00 $1,300,000.00 113 240 Carmel IN 46032 6.010% $1,295,000.00 $1,291,044.44 118 241 Acworth GA 30102 5.840% $1,270,000.00 $1,266,074.07 117 242 Long Island City NY 11101 6.520% $1,225,000.00 $1,222,567.44 118 243 Houston TX 77089 6.450% $1,220,000.00 $1,215,513.33 56 244 Rocky Hill CT 06067 5.970% $1,180,000.00 $1,177,436.84 118 245 League City TX 77573 5.770% $1,150,000.00 $1,150,000.00 118 246 Wheeling WV 26003 6.330% $1,117,000.00 $1,117,000.00 115 248 Newman CA 95360 5.800% $1,050,000.00 $1,048,575.76 119 249 Las Vegas NV 89135 6.080% $1,000,000.00 $997,046.94 118 250 Cedar Park TX 78613 6.000% $1,000,000.00 $995,990.91 116 251 Irmo SC 29063 6.390% $600,000.00 $599,232.89 119 Original Maturity Amort. Remaining Monthly Units/ # Date ARD Date Term Amortization Payment ($) Rooms Square Ft. --- ---------- ---------- ------------- ------------- ------------- ------- ---------- 1 1/11/2014 N/A Interest Only Interest Only $1,088,616.72 1,959 2,005 2 11/11/2011 N/A Interest Only Interest Only $926,399.69 Various Various 3 1/11/2017 N/A Interest Only Interest Only $300,927.90 2,001 N/A 4 1/11/2017 N/A Interest Only Interest Only $181,483.53 2,000 N/A 5 1/11/2017 N/A Interest Only Interest Only $172,464.95 2,001 N/A 6 1/11/2017 N/A Interest Only Interest Only $125,142.15 2,001 N/A 7 10/11/2016 N/A Interest Only Interest Only $794,635.42 2,000 N/A 8 11/11/2016 N/A Interest Only Interest Only $529,740.47 Various Various 10 2/11/2017 N/A Interest Only Interest Only $456,025.01 1,983 2,006 12 1/11/2017 N/A Interest Only Interest Only $378,079.17 Various N/A 13 7/11/2011 N/A Interest Only Interest Only $341,509.04 1,980 2,005 14 12/11/2016 N/A 360 360 $322,714.17 2,006 N/A 15 12/11/2016 N/A Interest Only Interest Only $231,270.25 2,006 N/A 17 2/11/2017 N/A Interest Only Interest Only $188,545.31 1,970 2,006 18 2/11/2017 N/A Interest Only Interest Only $187,187.55 Various 2,001 20 1/11/2017 N/A Interest Only Interest Only $172,006.25 1,996 N/A 21 11/11/2016 N/A 360 360 $211,872.15 1,913 2,005 23 1/11/2017 N/A Interest Only Interest Only $158,627.99 1,998 2,006 24 2/11/2017 N/A 360 360 $185,150.21 1,984 2,006 26 12/11/2016 N/A Interest Only Interest Only $143,413.40 2,001 N/A 28 1/11/2017 N/A 252 250 $204,261.96 1,997 N/A 29 12/11/2016 N/A 360 360 $96,331.96 2,000 N/A 30 12/11/2016 N/A 360 360 $74,598.53 2,000 N/A 31 2/11/2017 N/A 360 360 $163,934.96 1,984 2,002 33 1/11/2017 N/A 360 360 $155,512.47 1,966 2,006 36 1/11/2012 N/A Interest Only Interest Only $130,857.57 1,988 2,000 37 1/11/2017 N/A 360 360 $139,344.72 Various N/A 38 1/11/2017 N/A Interest Only Interest Only $108,160.96 2,006 N/A 44 1/11/2017 N/A Interest Only Interest Only $93,074.49 1,987 2,005 45 11/11/2016 N/A 300 296 $125,689.75 1,974 1,997 47 1/11/2017 N/A 360 360 $95,609.29 1,966 2,003 50 12/11/2016 N/A 360 360 $84,276.43 1,961 2,005 51 12/11/2016 N/A Interest Only Interest Only $72,771.88 1,969 2,001 52 1/11/2017 N/A Interest Only Interest Only $68,611.38 1,990 2,005 54 1/11/2017 N/A Interest Only Interest Only $65,935.73 1,987 2,005 57 12/11/2016 N/A 360 360 $76,990.66 1,960 2,005 58 9/11/2016 N/A 300 294 $92,986.11 1,984 2,004 59 1/11/2017 N/A Interest Only Interest Only $64,024.55 1,988 2,006 61 7/11/2016 N/A 360 352 $84,256.97 1,968 1,996 63 2/11/2017 N/A 360 360 $83,240.86 Various N/A 72 1/11/2017 N/A 360 358 $69,771.75 2,006 N/A 74 1/11/2017 N/A 360 360 $66,234.48 1,994 N/A 75 1/11/2017 N/A 360 360 $65,585.25 1,979 N/A 76 11/11/2016 N/A 360 360 $68,065.04 Various N/A 77 12/11/2016 N/A 360 360 $65,285.27 1,971 N/A 78 6/11/2015 N/A 360 360 $67,113.49 1,979 2,004 79 12/11/2016 N/A 360 360 $71,345.79 Various N/A 80 1/11/2017 N/A 300 298 $66,093.35 1,964 2,001 81 2/11/2017 N/A 360 360 $59,993.48 1,961 2,006 82 1/11/2017 N/A Interest Only Interest Only $46,608.28 1,999 N/A 83 1/11/2017 N/A Interest Only Interest Only $46,441.69 1,988 2,006 84 2/11/2017 N/A 360 357 $56,303.61 1,985 2,006 86 10/11/2016 N/A 360 358 $56,778.69 2,006 N/A 88 12/11/2016 N/A 360 360 $52,139.51 1,985 1,997 89 3/11/2017 N/A 360 360 $48,529.05 2,001 N/A 91 1/11/2017 N/A 360 358 $49,212.94 2,004 N/A 92 1/11/2017 N/A 300 298 $53,122.42 2,006 N/A 93 9/11/2016 N/A 360 354 $27,955.99 1,987 1,997 94 9/11/2016 N/A 360 354 $20,058.11 1,968 2,004 95 9/11/2016 N/A 360 354 $3,886.26 1,980 N/A 96 1/11/2017 N/A 360 360 $47,333.33 2,006 N/A 98 12/11/2016 N/A 360 357 $47,964.04 1,962 2,002 99 11/11/2013 N/A 360 356 $48,738.25 1,993 1,998 100 2/11/2017 N/A 360 360 $46,753.54 1,980 2,005 102 1/11/2017 N/A 300 298 $49,141.59 2,003 N/A 106 12/11/2016 N/A 360 360 $42,715.45 1,973 1,993 108 2/11/2017 N/A 360 360 $40,956.52 1,986 2,003 109 1/11/2017 N/A 360 360 $41,148.38 1,999 2,005 110 10/11/2016 N/A 360 355 $41,788.69 1,989 2,004 111 10/11/2016 N/A 300 295 $47,790.73 1,997 2,004 113 11/11/2016 N/A 360 360 $40,813.16 1,975 N/A 116 9/11/2011 N/A 360 360 $38,929.00 1,973 2,003 117 3/11/2016 N/A 360 360 $37,592.96 1,975 2,002 118 11/11/2011 N/A Interest Only Interest Only $31,525.61 1,966 2,004 119 11/11/2016 N/A 360 360 $37,331.73 1,975 2,003 120 10/11/2016 N/A 360 360 $36,104.39 1,988 N/A 121 12/11/2016 N/A Interest Only Interest Only $28,604.34 1,953 1,996 123 1/11/2017 N/A 360 360 $35,498.56 2,004 N/A 124 8/11/2016 N/A 360 353 $37,450.03 1,978 2,005 125 1/11/2017 N/A Interest Only Interest Only $27,108.85 1,960 1,998 127 1/11/2017 N/A 300 298 $40,091.25 2,001 N/A 128 2/11/2017 N/A 360 358 $32,765.22 2,000 N/A 129 10/11/2016 N/A 360 360 $34,857.57 1,978 1,996 132 10/11/2016 N/A 300 295 $34,463.70 2,002 N/A 133 9/11/2016 N/A 360 360 $31,634.13 1,951 2,004 134 1/11/2017 N/A 360 360 $29,891.93 1,986 N/A 135 1/11/2037 1/11/2017 360 360 $30,249.96 2,006 N/A 138 11/11/2016 N/A 300 296 $32,983.47 1,992 2,004 139 1/11/2017 N/A 360 360 $28,805.62 2,005 N/A 140 2/11/2017 N/A 360 360 $29,001.01 1,992 2,004 142 2/11/2017 N/A 360 360 $27,219.78 1,984 2,005 143 11/11/2016 N/A 360 360 $27,786.68 1,979 2,006 145 1/11/2017 N/A Interest Only Interest Only $21,572.22 1,961 2,003 146 12/11/2016 N/A 360 360 $25,851.22 2,001 N/A 147 1/11/2017 N/A 360 358 $26,436.83 1,992 2,005 148 2/11/2017 N/A 360 360 $25,027.32 1,991 N/A 149 12/11/2016 N/A 360 360 $25,717.56 1,962 2,005 150 1/11/2017 N/A 360 358 $25,753.03 1,980 1,999 151 12/11/2036 12/11/2016 360 360 $24,777.52 1,963 1,998 152 2/11/2017 N/A 360 360 $25,262.19 1,973 N/A 154 1/11/2017 N/A 360 358 $25,235.15 1,967 2,006 156 12/11/2016 N/A 360 357 $25,182.52 1,971 2,005 157 8/11/2016 N/A 360 360 $24,281.80 1,965 2,006 158 10/11/2016 N/A 360 360 $23,994.51 1,990 2,002 159 1/11/2017 N/A 360 360 $23,342.91 1,989 2,005 160 2/11/2017 N/A 360 359 $24,739.36 2,000 N/A 161 12/11/2016 N/A 360 358 $24,498.76 1,973 2,006 162 2/11/2037 2/11/2017 360 358 $23,470.12 2,004 N/A 163 1/11/2017 N/A 300 298 $25,894.45 2,005 N/A 165 12/11/2016 N/A 360 357 $23,470.12 2,003 N/A 166 12/11/2016 N/A 360 360 $23,656.86 2,005 N/A 169 1/11/2017 N/A 360 358 $21,993.42 1,984 2,001 170 2/11/2017 N/A 360 360 $21,352.91 2,006 N/A 171 12/11/2016 N/A 360 360 $8,942.26 1,987 2,006 172 12/11/2016 N/A 360 360 $12,029.66 2,004 N/A 173 2/11/2017 N/A 360 360 $20,491.80 1,966 2,006 174 1/11/2017 N/A 360 358 $20,894.34 1,980 2,006 177 1/11/2017 N/A 360 358 $20,585.22 2,006 N/A 178 1/11/2017 N/A 360 360 $19,510.20 1,988 2,002 179 1/11/2017 N/A 360 360 $18,719.09 2,002 N/A 180 1/11/2017 N/A 360 358 $20,863.86 2,003 N/A 181 2/11/2017 N/A 360 360 $18,918.98 1,997 N/A 182 8/11/2016 N/A 360 360 $19,557.50 1,979 2,005 184 1/11/2017 N/A 360 358 $18,495.54 2,004 N/A 185 2/11/2017 N/A 360 360 $17,953.14 2,005 N/A 186 10/11/2016 N/A 360 356 $18,916.19 2,006 N/A 187 12/11/2016 N/A 360 357 $18,384.45 1,977 1,989 189 1/11/2017 N/A 360 358 $17,890.19 2,003 N/A 190 12/11/2016 N/A 360 357 $17,583.49 2,001 N/A 191 1/11/2017 N/A 180 178 $24,880.19 1,999 N/A 193 12/11/2016 N/A 360 357 $17,293.85 1,954 2,004 194 2/11/2017 N/A 360 359 $16,340.04 2,005 N/A 195 12/11/2016 N/A 360 360 $15,928.41 1,905 2,006 196 1/11/2017 N/A 360 360 $15,893.95 1,988 2,005 197 2/11/2017 N/A 360 359 $16,101.17 2,004 N/A 198 12/11/2016 N/A 360 357 $15,551.25 1,998 N/A 199 2/11/2017 N/A 360 360 $15,922.18 2,006 N/A 201 2/11/2017 N/A 300 298 $16,227.64 1,991 2,006 202 2/11/2017 N/A 360 360 $14,652.91 1,992 2,001 203 1/11/2017 N/A 360 360 $14,748.52 2,005 N/A 205 10/11/2016 N/A 360 355 $15,269.79 1,958 2,003 208 2/11/2017 N/A 360 358 $14,192.71 1,998 N/A 210 12/11/2016 N/A 360 357 $13,884.02 2,006 N/A 211 1/11/2017 N/A 360 358 $13,716.26 1,969 1,996 213 2/11/2017 N/A 300 298 $14,206.92 1,998 N/A 214 12/11/2011 N/A 360 356 $13,761.13 1,974 2,006 215 2/11/2017 N/A 360 359 $12,590.56 2,003 N/A 216 1/11/2017 N/A 360 358 $12,523.13 1,988 2,004 217 1/11/2017 N/A Interest Only Interest Only $9,784.03 1,991 2,006 218 1/11/2017 N/A 360 360 $11,837.15 2,001 N/A 219 2/11/2017 N/A 360 359 $11,862.73 1,981 N/A 220 8/11/2016 N/A 360 353 $12,441.21 1,985 2,005 221 1/11/2017 N/A 360 358 $11,302.37 1,984 2,001 222 11/11/2016 N/A 360 356 $11,587.64 2,000 N/A 223 11/11/2016 N/A 360 360 $11,673.48 2,005 N/A 224 1/11/2017 N/A 360 358 $10,894.91 1,989 N/A 225 1/11/2017 N/A 360 358 $10,696.62 1,952 1,960 226 2/11/2017 N/A 360 360 $10,110.58 2,004 N/A 227 12/11/2016 N/A 360 357 $10,061.58 2,006 N/A 228 1/11/2017 N/A 360 360 $9,558.50 2,006 N/A 229 8/11/2016 N/A 360 353 $10,008.09 1,984 2,006 231 2/11/2017 N/A 360 358 $9,109.48 1,986 N/A 232 12/11/2016 N/A 300 297 $9,765.63 1,985 1,993 233 1/11/2017 N/A 360 360 $8,872.76 2,005 N/A 236 12/11/2016 N/A 360 357 $8,620.04 2,002 2,004 237 12/11/2016 N/A 360 360 $8,265.33 2,005 N/A 238 11/11/2016 N/A 360 356 $8,556.40 1,962 1,998 239 8/11/2016 N/A 360 360 $8,216.88 1,971 N/A 240 1/11/2017 N/A 300 298 $8,351.62 2,001 N/A 241 12/11/2016 N/A 360 357 $7,484.14 1,986 N/A 242 1/11/2017 N/A 360 358 $7,758.95 1,931 2,000 243 11/11/2011 N/A 360 356 $7,671.16 1,974 2,003 244 1/11/2017 N/A 360 358 $7,051.95 1,940 2,005 245 1/11/2017 N/A 360 360 $6,725.71 1,996 N/A 246 10/11/2016 N/A 360 360 $6,935.78 1,991 N/A 248 2/11/2017 N/A 360 359 $6,160.91 2,005 N/A 249 1/11/2017 N/A 360 357 $6,047.04 2,006 N/A 250 11/11/2016 N/A 360 356 $5,995.51 2,005 N/A 251 2/11/2017 N/A 360 359 $3,749.11 1,975 N/A 30/360 / Actual/360 Master Servicing Fee Interest Rate (inclusive of Primary Payment ARD Loan # Calculation Servicing Fee Rate) Primary Servicing Fee Rate Date (Yes/No) --- ------------------- -------------------------- -------------------------- ------- -------- 1 Actual/360 0.02000% 0.01000% 11 No 2 Actual/360 0.02000% 0.01000% 11 No 3 Actual/360 0.03250% 0.02250% 11 No 4 Actual/360 0.03250% 0.02250% 11 No 5 Actual/360 0.03250% 0.02250% 11 No 6 Actual/360 0.03250% 0.02250% 11 No 7 Actual/360 0.02000% 0.01000% 11 No 8 Actual/360 0.02000% 0.01000% 11 No 10 Actual/360 0.02000% 0.01000% 11 No 12 Actual/360 0.02000% 0.01000% 11 No 13 Actual/360 0.02000% 0.01000% 11 No 14 Actual/360 0.02000% 0.01000% 11 No 15 Actual/360 0.02000% 0.01000% 11 No 17 Actual/360 0.01000% 0.00000% 11 No 18 Actual/360 0.02000% 0.01000% 11 No 20 Actual/360 0.02000% 0.01000% 11 No 21 Actual/360 0.02000% 0.01000% 11 No 23 Actual/360 0.02000% 0.01000% 11 No 24 Actual/360 0.03250% 0.02250% 11 No 26 Actual/360 0.02000% 0.01000% 11 No 28 Actual/360 0.02000% 0.01000% 11 No 29 Actual/360 0.02000% 0.01000% 11 No 30 Actual/360 0.02000% 0.01000% 11 No 31 Actual/360 0.02000% 0.01000% 11 No 33 Actual/360 0.02000% 0.01000% 11 No 36 Actual/360 0.02000% 0.01000% 11 No 37 Actual/360 0.01000% 0.00000% 11 No 38 Actual/360 0.02000% 0.01000% 11 No 44 Actual/360 0.02000% 0.01000% 11 No 45 Actual/360 0.02000% 0.01000% 11 No 47 Actual/360 0.03250% 0.02250% 11 No 50 Actual/360 0.02000% 0.01000% 11 No 51 Actual/360 0.02000% 0.01000% 11 No 52 Actual/360 0.02000% 0.01000% 11 No 54 Actual/360 0.02000% 0.01000% 11 No 57 Actual/360 0.02000% 0.01000% 11 No 58 Actual/360 0.02000% 0.01000% 11 No 59 Actual/360 0.02000% 0.01000% 11 No 61 Actual/360 0.02000% 0.01000% 11 No 63 Actual/360 0.02000% 0.01000% 11 No 72 Actual/360 0.02000% 0.01000% 11 No 74 Actual/360 0.03250% 0.02250% 11 No 75 Actual/360 0.03250% 0.02250% 11 No 76 Actual/360 0.01000% 0.00000% 11 No 77 Actual/360 0.02000% 0.01000% 11 No 78 Actual/360 0.02000% 0.01000% 11 No 79 Actual/360 0.02000% 0.01000% 11 No 80 Actual/360 0.02000% 0.01000% 11 No 81 Actual/360 0.02000% 0.01000% 11 No 82 Actual/360 0.02000% 0.01000% 11 No 83 Actual/360 0.02000% 0.01000% 11 No 84 Actual/360 0.02000% 0.01000% 11 No 86 Actual/360 0.03250% 0.02250% 11 No 88 Actual/360 0.02000% 0.01000% 11 No 89 Actual/360 0.02000% 0.01000% 11 No 91 Actual/360 0.02000% 0.01000% 11 No 92 Actual/360 0.02000% 0.01000% 11 No 93 Actual/360 0.02000% 0.01000% 11 No 94 Actual/360 0.02000% 0.01000% 11 No 95 Actual/360 0.02000% 0.01000% 11 No 96 Actual/360 0.02000% 0.01000% 11 No 98 Actual/360 0.01000% 0.00000% 11 No 99 Actual/360 0.02000% 0.01000% 11 No 100 Actual/360 0.02000% 0.01000% 11 No 102 Actual/360 0.02000% 0.01000% 11 No 106 Actual/360 0.02000% 0.01000% 11 No 108 Actual/360 0.02000% 0.01000% 11 No 109 Actual/360 0.02000% 0.01000% 11 No 110 Actual/360 0.02000% 0.01000% 11 No 111 Actual/360 0.02000% 0.01000% 11 No 113 Actual/360 0.02000% 0.01000% 11 No 116 Actual/360 0.02000% 0.01000% 11 No 117 Actual/360 0.01000% 0.00000% 11 No 118 Actual/360 0.02000% 0.01000% 11 No 119 Actual/360 0.02000% 0.01000% 11 No 120 Actual/360 0.02000% 0.01000% 11 No 121 Actual/360 0.02000% 0.01000% 11 No 123 Actual/360 0.02000% 0.01000% 11 No 124 Actual/360 0.02000% 0.01000% 11 No 125 Actual/360 0.02000% 0.01000% 11 No 127 Actual/360 0.02000% 0.01000% 11 No 128 Actual/360 0.02000% 0.01000% 11 No 129 Actual/360 0.02000% 0.01000% 11 No 132 Actual/360 0.02000% 0.01000% 11 No 133 Actual/360 0.01000% 0.00000% 11 No 134 Actual/360 0.02000% 0.01000% 11 No 135 Actual/360 0.03250% 0.02250% 11 Yes 138 Actual/360 0.02000% 0.01000% 11 No 139 Actual/360 0.02000% 0.01000% 11 No 140 Actual/360 0.02000% 0.01000% 11 No 142 Actual/360 0.02000% 0.01000% 11 No 143 Actual/360 0.02000% 0.01000% 11 No 145 Actual/360 0.02000% 0.01000% 11 No 146 Actual/360 0.02000% 0.01000% 11 No 147 Actual/360 0.02000% 0.01000% 11 No 148 Actual/360 0.02000% 0.01000% 11 No 149 Actual/360 0.02000% 0.01000% 11 No 150 Actual/360 0.02000% 0.01000% 11 No 151 Actual/360 0.02000% 0.01000% 11 Yes 152 Actual/360 0.02000% 0.01000% 11 No 154 Actual/360 0.02000% 0.01000% 11 No 156 Actual/360 0.02000% 0.01000% 11 No 157 Actual/360 0.02000% 0.01000% 11 No 158 Actual/360 0.02000% 0.01000% 11 No 159 Actual/360 0.02000% 0.01000% 11 No 160 Actual/360 0.02000% 0.01000% 11 No 161 Actual/360 0.01000% 0.00000% 11 No 162 Actual/360 0.02000% 0.01000% 11 Yes 163 Actual/360 0.02000% 0.01000% 11 No 165 Actual/360 0.02000% 0.01000% 11 No 166 Actual/360 0.02000% 0.01000% 11 No 169 Actual/360 0.02000% 0.01000% 11 No 170 Actual/360 0.02000% 0.01000% 11 No 171 Actual/360 0.01000% 0.00000% 11 No 172 Actual/360 0.01000% 0.00000% 11 No 173 Actual/360 0.03250% 0.02250% 11 No 174 Actual/360 0.02000% 0.01000% 11 No 177 Actual/360 0.02000% 0.01000% 11 No 178 Actual/360 0.02000% 0.01000% 11 No 179 Actual/360 0.02000% 0.01000% 11 No 180 Actual/360 0.02000% 0.01000% 11 No 181 Actual/360 0.02000% 0.01000% 11 No 182 Actual/360 0.02000% 0.01000% 11 No 184 Actual/360 0.02000% 0.01000% 11 No 185 Actual/360 0.02000% 0.01000% 11 No 186 Actual/360 0.02000% 0.01000% 11 No 187 Actual/360 0.02000% 0.01000% 11 No 189 Actual/360 0.02000% 0.01000% 11 No 190 Actual/360 0.02000% 0.01000% 11 No 191 Actual/360 0.02000% 0.01000% 11 No 193 Actual/360 0.02000% 0.01000% 11 No 194 Actual/360 0.01000% 0.00000% 11 No 195 Actual/360 0.02000% 0.01000% 11 No 196 Actual/360 0.02000% 0.01000% 11 No 197 Actual/360 0.01000% 0.00000% 11 No 198 Actual/360 0.02000% 0.01000% 11 No 199 Actual/360 0.02000% 0.01000% 11 No 201 Actual/360 0.02000% 0.01000% 11 No 202 Actual/360 0.02000% 0.01000% 11 No 203 Actual/360 0.02000% 0.01000% 11 No 205 Actual/360 0.02000% 0.01000% 11 No 208 Actual/360 0.02000% 0.01000% 11 No 210 Actual/360 0.01000% 0.00000% 11 No 211 Actual/360 0.02000% 0.01000% 11 No 213 Actual/360 0.02000% 0.01000% 11 No 214 Actual/360 0.02000% 0.01000% 11 No 215 Actual/360 0.02000% 0.01000% 11 No 216 Actual/360 0.02000% 0.01000% 11 No 217 Actual/360 0.01000% 0.00000% 11 No 218 Actual/360 0.02000% 0.01000% 11 No 219 Actual/360 0.02000% 0.01000% 11 No 220 Actual/360 0.02000% 0.01000% 11 No 221 Actual/360 0.02000% 0.01000% 11 No 222 Actual/360 0.01000% 0.00000% 11 No 223 Actual/360 0.02000% 0.01000% 11 No 224 Actual/360 0.02000% 0.01000% 11 No 225 Actual/360 0.02000% 0.01000% 11 No 226 Actual/360 0.02000% 0.01000% 11 No 227 Actual/360 0.02000% 0.01000% 11 No 228 Actual/360 0.02000% 0.01000% 11 No 229 Actual/360 0.02000% 0.01000% 11 No 231 Actual/360 0.02000% 0.01000% 11 No 232 Actual/360 0.02000% 0.01000% 11 No 233 Actual/360 0.02000% 0.01000% 11 No 236 Actual/360 0.02000% 0.01000% 11 No 237 Actual/360 0.02000% 0.01000% 11 No 238 Actual/360 0.02000% 0.01000% 11 No 239 Actual/360 0.02000% 0.01000% 11 No 240 Actual/360 0.02000% 0.01000% 11 No 241 Actual/360 0.02000% 0.01000% 11 No 242 Actual/360 0.02000% 0.01000% 11 No 243 Actual/360 0.02000% 0.01000% 11 No 244 Actual/360 0.02000% 0.01000% 11 No 245 Actual/360 0.02000% 0.01000% 11 No 246 Actual/360 0.02000% 0.01000% 11 No 248 Actual/360 0.02000% 0.01000% 11 No 249 Actual/360 0.02000% 0.01000% 11 No 250 Actual/360 0.02000% 0.01000% 11 No 251 Actual/360 0.02000% 0.01000% 11 No Defeasance Earthquake Defeasance String of Text If Applicable Insurance Environmental Ground Lease # (Yes/No) (Not Yes or No) (Yes / No / N/A) Insurance (Yes/No) (Yes/No) --- ---------- ---------------------------- ---------------- ------------------ ------------ 1 Yes Lock/26_Def/51_0.0%/7 N/A No Yes 2 Yes Lock/28_Def/29_0.0%/3 N/A No No 3 Yes Lock/26_Def/88_0.0%/6 N/A No No 4 Yes Lock/26_Def/88_0.0%/6 N/A No No 5 Yes Lock/26_Def/88_0.0%/6 N/A No No 6 Yes Lock/26_Def/88_0.0%/6 N/A No No 7 Yes Lock/28_Def/87_0.0%/4 N/A No Yes 8 Yes Lock/28_Def/88_0.0%/4 N/A No No 10 No N/A N/A No No 12 Yes Lock/26_Def/90_0.0%/4 N/A No No 13 Yes Lock/32_Def/24_0.0%/4 N/A No No 14 Yes Lock/27_Def/88_0.0%/5 N/A No No 15 Yes Lock/27_Def/89_0.0%/4 N/A No No 17 Yes Lock/26_Def/92_0.0%/3 N/A No No 18 Yes Lock/26_Def/91_0.0%/4 N/A No No 20 Yes Lock/25_Def/91_0.0%/3 N/A No No 21 Yes Lock/28_Def/88_0.0%/4 N/A No Yes 23 Yes Lock/25_Def/91_0.0%/3 N/A No No 24 Yes Lock/25_Def/92_0.0%/3 N/A No No 26 Yes Lock/27_Def/89_0.0%/4 N/A No No 28 Yes Lock/26_Def/93_0.0%/1 N/A No No 29 Yes Lock/27_Def/89_0.0%/4 N/A No No 30 Yes Lock/27_Def/89_0.0%/4 N/A No No 31 Yes Lock/25_Def/92_0.0%/3 N/A No No 33 Yes Lock/26_Def/90_0.0%/4 N/A No No 36 Yes Lock/26_Def/30_0.0%/4 N/A No No 37 Yes Lock/26_Def/91_0.0%/3 N/A No No 38 Yes Lock/26_Def/90_0.0%/4 N/A No No 44 Yes Lock/25_Def/91_0.0%/3 N/A No No 45 Yes Lock/28_Def/89_0.0%/3 N/A No No 47 Yes Lock/24_Def/91_0.0%/3 N/A No No 50 Yes Lock/27_Def/89_0.0%/4 N/A No No 51 Yes Lock/27_Def/90_0.0%/3 N/A No No 52 Yes Lock/25_Def/91_0.0%/3 N/A No No 54 Yes Lock/25_Def/91_0.0%/3 N/A No No 57 Yes Lock/27_Def/90_0.0%/3 N/A No No 58 Yes Lock/30_Def/83_0.0%/7 N/A No No 59 Yes Lock/25_Def/91_0.0%/3 N/A No No 61 Yes Lock/32_Def/84_0.0%/4 N/A No No 63 Yes Lock/26_Def/88_0.0%/7 N/A No No 72 Yes Lock/26_Def/90_0.0%/4 N/A No No 74 Yes Lock/26_Def/88_0.0%/6 N/A No No 75 Yes Lock/26_Def/91_0.0%/3 N/A No No 76 Yes Lock/28_Def/89_0.0%/3 N/A No No 77 Yes Lock/27_Def/90_0.0%/3 N/A No No 78 Yes Lock/26_Def/72_0.0%/3 N/A No No 79 Yes Lock/28_Def/86_0.0%/7 N/A No No 80 Yes Lock/26_Def/91_0.0%/3 N/A No No 81 Yes Lock/25_Def/92_0.0%/3 N/A No No 82 Yes Lock/27_Def/91_0.0%/3 N/A No No 83 Yes Lock/25_Def/91_0.0%/3 N/A No No 84 Yes Lock/27_Def/92_0.0%/3 N/A No No 86 Yes Lock/26_Def/88_0.0%/3 N/A No No 88 Yes Lock/28_Def/89_0.0%/4 N/A No No 89 Yes Lock/25_Def/89_0.0%/7 N/A No No 91 Yes Lock/26_Def/91_0.0%/3 N/A No No 92 Yes Lock/26_Def/91_0.0%/3 N/A No No 93 Yes Lock/30_Def/84_0.0%/6 N/A No No 94 Yes Lock/30_Def/84_0.0%/6 N/A No No 95 Yes Lock/30_Def/84_0.0%/6 N/A No No 96 Yes Lock/27_Def/91_0.0%/3 N/A No No 98 Yes Lock/27_Def/90_0.0%/3 N/A No No 99 Yes Lock/28_Def/53_0.0%/3 N/A No No 100 Yes Lock/25_Def/92_0.0%/3 N/A No No 102 Yes Lock/26_Def/91_0.0%/3 N/A No No 106 Yes Lock/27_Def/90_0.0%/3 N/A No No 108 Yes Lock/25_Def/92_0.0%/3 N/A No No 109 Yes Lock/28_Def/91_0.0%/3 N/A No No 110 Yes Lock/29_Def/88_0.0%/3 N/A No No 111 Yes Lock/29_Def/88_0.0%/3 N/A No No 113 Yes Lock/28_Def/89_0.0%/3 N/A No No 116 Yes Lock/30_Def/23_0.0%/7 N/A No No 117 Yes Lock/36_Def/81_0.0%/3 N/A No No 118 Yes Lock/28_Def/28_0.0%/4 N/A No No 119 Yes Lock/28_Def/88_0.0%/4 N/A No No 120 Yes Lock/29_Def/88_0.0%/3 N/A No No 121 Yes Lock/27_Def/90_0.0%/3 N/A No No 123 Yes Lock/26_Def/91_0.0%/3 N/A No No 124 Yes Lock/31_Def/83_0.0%/6 N/A No No 125 Yes Lock/26_Def/90_0.0%/4 N/A No No 127 Yes Lock/26_Def/91_0.0%/3 N/A No No 128 Yes Lock/26_Def/92_0.0%/3 N/A No No 129 Yes Lock/31_Def/88_0.0%/3 N/A No No 132 Yes Lock/29_Def/88_0.0%/3 N/A No No 133 Yes Lock/30_Def/87_0.0%/3 N/A No No 134 Yes Lock/26_Def/91_0.0%/3 N/A No No 135 Yes Lock/25_Def/88_0.0%/6 N/A No No 138 Yes Lock/28_Def/89_0.0%/3 N/A No No 139 Yes Lock/26_Def/88_0.0%/6 N/A No No 140 Yes Lock/25_Def/92_0.0%/3 N/A No No 142 Yes Lock/26_Def/89_0.0%/6 N/A No No 143 Yes Lock/30_Def/86_0.0%/6 N/A No No 145 No N/A N/A Yes No 146 Yes Lock/28_Def/90_0.0%/3 N/A No No 147 Yes Lock/26_Def/88_0.0%/6 N/A No No 148 Yes Lock/26_Def/89_0.0%/6 N/A No No 149 Yes Lock/28_Def/90_0.0%/3 N/A No No 150 Yes Lock/26_Def/88_0.0%/6 N/A No No 151 Yes Lock/28_Def/90_0.0%/3 N/A No No 152 No N/A N/A No No 154 Yes Lock/26_Def/91_0.0%/3 N/A No No 156 Yes Lock/27_Def/87_0.0%/6 N/A No No 157 Yes Lock/31_Def/83_0.0%/6 N/A No No 158 Yes Lock/29_Def/88_0.0%/3 N/A No No 159 No N/A N/A No No 160 Yes Lock/25_Def/92_0.0%/3 N/A No No 161 Yes Lock/26_Def/90_0.0%/3 N/A No No 162 Yes Lock/26_Def/89_0.0%/6 N/A Yes No 163 Yes Lock/26_Def/91_0.0%/3 N/A No No 165 Yes Lock/27_Def/90_0.0%/3 N/A No No 166 Yes Lock/27_Def/90_0.0%/3 N/A No No 169 Yes Lock/26_Def/88_0.0%/6 N/A No No 170 Yes Lock/25_Def/92_0.0%/3 N/A No No 171 Yes Lock/28_Def/90_0.0%/3 N/A No No 172 Yes Lock/28_Def/90_0.0%/3 N/A No No 173 No N/A N/A No No 174 Yes Lock/26_Def/88_0.0%/6 N/A No No 177 Yes Lock/26_Def/91_0.0%/3 N/A No No 178 Yes Lock/26_Def/91_0.0%/3 N/A No No 179 Yes Lock/26_Def/91_0.0%/3 N/A No No 180 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 181 Yes Lock/25_Def/92_0.0%/3 N/A No No 182 Yes Lock/32_Def/86_0.0%/3 N/A No No 184 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 185 Yes Lock/26_Def/92_0.0%/3 N/A No No 186 Yes Lock/28_Def/88_0.0%/3 N/A No No 187 Yes Lock/27_Def/90_0.0%/3 N/A No Yes 189 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 190 Yes Lock/27_Def/90_0.0%/3 N/A No No 191 Yes Lock/26_Def/91_0.0%/3 N/A No No 193 Yes Lock/27_Def/87_0.0%/6 N/A No No 194 Yes Lock/25_Def/92_0.0%/3 N/A No No 195 Yes Lock/27_Def/87_0.0%/6 N/A Yes No 196 Yes Lock/27_Def/91_0.0%/3 N/A No No 197 Yes Lock/25_Def/92_0.0%/3 N/A No No 198 Yes Lock/27_Def/87_0.0%/6 N/A Yes No 199 Yes Lock/25_Def/89_0.0%/6 N/A Yes No 201 Yes Lock/26_Def/92_0.0%/3 N/A No No 202 Yes Lock/25_Def/92_0.0%/3 N/A No No 203 Yes Lock/26_Def/91_0.0%/3 N/A No No 205 Yes Lock/29_Def/88_0.0%/3 N/A No No 208 Yes Lock/26_Def/89_0.0%/6 N/A Yes No 210 Yes Lock/27_Def/90_0.0%/3 N/A No No 211 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 213 Yes Lock/26_Def/92_0.0%/3 N/A No No 214 Yes Lock/28_Def/30_0.0%/3 N/A No No 215 Yes Lock/25_Def/89_0.0%/6 N/A Yes No 216 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 217 Yes Lock/27_Def/91_0.0%/3 N/A No No 218 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 219 Yes Lock/25_Def/89_0.0%/6 N/A Yes No 220 Yes Lock/31_Def/83_0.0%/6 N/A Yes No 221 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 222 Yes Lock/28_Def/89_0.0%/3 N/A No No 223 Yes Lock/27_Def/86_0.0%/6 N/A Yes No 224 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 225 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 226 Yes Lock/25_Def/89_0.0%/6 N/A No No 227 Yes Lock/27_Def/90_0.0%/3 N/A No No 228 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 229 Yes Lock/31_Def/86_0.0%/3 N/A No No 231 Yes Lock/26_Def/89_0.0%/6 N/A Yes No 232 Yes Lock/27_Def/87_0.0%/6 N/A Yes No 233 Yes Lock/26_Def/91_0.0%/3 N/A No No 236 Yes Lock/27_Def/87_0.0%/6 N/A Yes No 237 Yes Lock/27_Def/90_0.0%/3 N/A No No 238 Yes Lock/28_Def/89_0.0%/3 N/A No No 239 Yes Lock/31_Def/83_0.0%/6 N/A No No 240 Yes Lock/26_Def/88_0.0%/6 N/A Yes Yes 241 Yes Lock/27_Def/87_0.0%/6 N/A Yes No 242 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 243 Yes Lock/28_Def/26_0.0%/6 N/A Yes No 244 Yes Lock/26_Def/88_0.0%/6 N/A Yes No 245 Yes Lock/26_Def/88_0.0%/6 N/A No No 246 Yes Lock/30_Def/85_0.0%/6 N/A Yes No 248 Yes Lock/25_Def/89_0.0%/6 N/A Yes No 249 Yes Lock/27_Def/91_0.0%/3 N/A No No 250 Yes Lock/28_Def/89_0.0%/3 N/A No No 251 Yes Lock/25_Def/89_0.0%/6 N/A Yes No # Letter of Credit Amount ($) --- --------------------------- 1 $0.00 2 $0.00 3 $0.00 4 $0.00 5 $0.00 6 $0.00 7 $0.00 8 $0.00 10 $0.00 12 $13,000,000.00 13 $0.00 14 $0.00 15 $0.00 17 $0.00 18 $0.00 20 $0.00 21 $0.00 23 $0.00 24 $0.00 26 $0.00 28 $0.00 29 $0.00 30 $0.00 31 $0.00 33 $0.00 36 $3,300,000.00 37 $0.00 38 $0.00 44 $0.00 45 $0.00 47 $0.00 50 $0.00 51 $0.00 52 $0.00 54 $0.00 57 $0.00 58 $0.00 59 $0.00 61 $0.00 63 $0.00 72 $0.00 74 $0.00 75 $0.00 76 $0.00 77 $0.00 78 $0.00 79 $0.00 80 $0.00 81 $0.00 82 $0.00 83 $0.00 84 $0.00 86 $0.00 88 $0.00 89 $0.00 91 $0.00 92 $240,000.00 93 $0.00 94 $0.00 95 $0.00 96 $0.00 98 $0.00 99 $0.00 100 $0.00 102 $0.00 106 $0.00 108 $0.00 109 $0.00 110 $0.00 111 $0.00 113 $0.00 116 $0.00 117 $0.00 118 $0.00 119 $0.00 120 $0.00 121 $0.00 123 $0.00 124 $0.00 125 $0.00 127 $0.00 128 $0.00 129 $0.00 132 $0.00 133 $0.00 134 $361,000.00 135 $0.00 138 $0.00 139 $0.00 140 $0.00 142 $0.00 143 $0.00 145 $0.00 146 $0.00 147 $0.00 148 $0.00 149 $0.00 150 $0.00 151 $0.00 152 $0.00 154 $0.00 156 $0.00 157 $0.00 158 $0.00 159 $0.00 160 $0.00 161 $0.00 162 $0.00 163 $0.00 165 $0.00 166 $0.00 169 $0.00 170 $0.00 171 $0.00 172 $0.00 173 $0.00 174 $0.00 177 $0.00 178 $0.00 179 $0.00 180 $0.00 181 $0.00 182 $0.00 184 $0.00 185 $0.00 186 $0.00 187 $0.00 189 $0.00 190 $0.00 191 $0.00 193 $0.00 194 $0.00 195 $0.00 196 $0.00 197 $0.00 198 $0.00 199 $0.00 201 $0.00 202 $0.00 203 $0.00 205 $0.00 208 $0.00 210 $0.00 211 $0.00 213 $0.00 214 $0.00 215 $0.00 216 $0.00 217 $0.00 218 $0.00 219 $0.00 220 $0.00 221 $0.00 222 $0.00 223 $0.00 224 $0.00 225 $0.00 226 $0.00 227 $0.00 228 $0.00 229 $0.00 231 $0.00 232 $0.00 233 $0.00 236 $0.00 237 $0.00 238 $0.00 239 $0.00 240 $0.00 241 $0.00 242 $0.00 243 $0.00 244 $0.00 245 $0.00 246 $0.00 248 $0.00 249 $0.00 250 $0.00 251 $0.00 # Letter of Credit Description --- ------------------------------------------------------------------------------------------------------------------------------ 1 N/A 2 N/A 3 N/A 4 N/A 5 N/A 6 N/A 7 N/A 8 N/A 10 N/A 12 Letter of Credit shall serve as additional collateral and shall permit quarterly reductions to the LOC upon the DSCR achieving 1.20 13 N/A 14 N/A 15 N/A 17 N/A 18 N/A 20 N/A 21 N/A 23 N/A 24 N/A 26 N/A 28 N/A 29 N/A 30 N/A 31 N/A 33 N/A 36 Pilot Lease Reserve ($2,000,000.00) and Rollover Reserve ($1,300,000.00) 37 N/A 38 N/A 44 N/A 45 N/A 47 N/A 50 N/A 51 N/A 52 N/A 54 N/A 57 N/A 58 N/A 59 N/A 61 N/A 63 N/A 72 N/A 74 N/A 75 N/A 76 N/A 77 N/A 78 N/A 79 N/A 80 N/A 81 N/A 82 N/A 83 N/A 84 N/A 86 N/A 88 N/A 89 N/A 91 N/A 92 FF&E Reserve Letter of Credit 93 N/A 94 N/A 95 N/A 96 N/A 98 N/A 99 N/A 100 N/A 102 N/A 106 N/A 108 N/A 109 N/A 110 N/A 111 N/A 113 N/A 116 N/A 117 N/A 118 N/A 119 N/A 120 N/A 121 N/A 123 N/A 124 N/A 125 N/A 127 N/A 128 N/A 129 N/A 132 N/A 133 N/A 134 Earnout Reserve ($182,000.00) and Initial Deposit to TI & LC Reserve ($179,000.00) 135 N/A 138 N/A 139 N/A 140 N/A 142 N/A 143 N/A 145 N/A 146 N/A 147 N/A 148 N/A 149 N/A 150 N/A 151 N/A 152 N/A 154 N/A 156 N/A 157 N/A 158 N/A 159 N/A 160 N/A 161 N/A 162 N/A 163 N/A 165 N/A 166 N/A 169 N/A 170 N/A 171 N/A 172 N/A 173 N/A 174 N/A 177 N/A 178 N/A 179 N/A 180 N/A 181 N/A 182 N/A 184 N/A 185 N/A 186 N/A 187 N/A 189 N/A 190 N/A 191 N/A 193 N/A 194 N/A 195 N/A 196 N/A 197 N/A 198 N/A 199 N/A 201 N/A 202 N/A 203 N/A 205 N/A 208 N/A 210 N/A 211 N/A 213 N/A 214 N/A 215 N/A 216 N/A 217 N/A 218 N/A 219 N/A 220 N/A 221 N/A 222 N/A 223 N/A 224 N/A 225 N/A 226 N/A 227 N/A 228 N/A 229 N/A 231 N/A 232 N/A 233 N/A 236 N/A 237 N/A 238 N/A 239 N/A 240 N/A 241 N/A 242 N/A 243 N/A 244 N/A 245 N/A 246 N/A 248 N/A 249 N/A 250 N/A 251 N/A Loan # Group Loan Seller --- ----- ---------------------- 1 2 Column Financial, Inc. 2 2 Column Financial, Inc. 3 2 Column Financial, Inc. 4 2 Column Financial, Inc. 5 2 Column Financial, Inc. 6 2 Column Financial, Inc. 7 1 Column Financial, Inc. 8 2 Column Financial, Inc. 10 1 Column Financial, Inc. 12 2 Column Financial, Inc. 13 1 Column Financial, Inc. 14 1 Column Financial, Inc. 15 1 Column Financial, Inc. 17 1 Column Financial, Inc. 18 1 Column Financial, Inc. 20 2 Column Financial, Inc. 21 1 Column Financial, Inc. 23 2 Column Financial, Inc. 24 1 Column Financial, Inc. 26 1 Column Financial, Inc. 28 1 Column Financial, Inc. 29 2 Column Financial, Inc. 30 2 Column Financial, Inc. 31 1 Column Financial, Inc. 33 1 Column Financial, Inc. 36 1 Column Financial, Inc. 37 1 Column Financial, Inc. 38 1 Column Financial, Inc. 44 2 Column Financial, Inc. 45 1 Column Financial, Inc. 47 1 Column Financial, Inc. 50 1 Column Financial, Inc. 51 2 Column Financial, Inc. 52 2 Column Financial, Inc. 54 2 Column Financial, Inc. 57 1 Column Financial, Inc. 58 1 Column Financial, Inc. 59 2 Column Financial, Inc. 61 2 Column Financial, Inc. 63 1 Column Financial, Inc. 72 2 Column Financial, Inc. 74 1 Column Financial, Inc. 75 2 Column Financial, Inc. 76 1 Column Financial, Inc. 77 2 Column Financial, Inc. 78 2 Column Financial, Inc. 79 1 Column Financial, Inc. 80 1 Column Financial, Inc. 81 1 Column Financial, Inc. 82 1 Column Financial, Inc. 83 2 Column Financial, Inc. 84 1 Column Financial, Inc. 86 1 Column Financial, Inc. 88 1 Column Financial, Inc. 89 1 Column Financial, Inc. 91 1 Column Financial, Inc. 92 1 Column Financial, Inc. 93 1 Column Financial, Inc. 94 1 Column Financial, Inc. 95 1 Column Financial, Inc. 96 1 Column Financial, Inc. 98 1 Column Financial, Inc. 99 1 Column Financial, Inc. 100 1 Column Financial, Inc. 102 1 Column Financial, Inc. 106 1 Column Financial, Inc. 108 1 Column Financial, Inc. 109 1 Column Financial, Inc. 110 1 Column Financial, Inc. 111 1 Column Financial, Inc. 113 1 Column Financial, Inc. 116 2 Column Financial, Inc. 117 1 Column Financial, Inc. 118 2 Column Financial, Inc. 119 2 Column Financial, Inc. 120 1 Column Financial, Inc. 121 1 Column Financial, Inc. 123 1 Column Financial, Inc. 124 1 Column Financial, Inc. 125 2 Column Financial, Inc. 127 1 Column Financial, Inc. 128 1 Column Financial, Inc. 129 2 Column Financial, Inc. 132 1 Column Financial, Inc. 133 1 Column Financial, Inc. 134 1 Column Financial, Inc. 135 1 Column Financial, Inc. 138 1 Column Financial, Inc. 139 1 Column Financial, Inc. 140 1 Column Financial, Inc. 142 1 Column Financial, Inc. 143 1 Column Financial, Inc. 145 2 Column Financial, Inc. 146 1 Column Financial, Inc. 147 1 Column Financial, Inc. 148 1 Column Financial, Inc. 149 1 Column Financial, Inc. 150 1 Column Financial, Inc. 151 2 Column Financial, Inc. 152 1 Column Financial, Inc. 154 1 Column Financial, Inc. 156 2 Column Financial, Inc. 157 2 Column Financial, Inc. 158 1 Column Financial, Inc. 159 1 Column Financial, Inc. 160 1 Column Financial, Inc. 161 1 Column Financial, Inc. 162 1 Column Financial, Inc. 163 1 Column Financial, Inc. 165 1 Column Financial, Inc. 166 1 Column Financial, Inc. 169 1 Column Financial, Inc. 170 1 Column Financial, Inc. 171 2 Column Financial, Inc. 172 2 Column Financial, Inc. 173 2 Column Financial, Inc. 174 1 Column Financial, Inc. 177 1 Column Financial, Inc. 178 1 Column Financial, Inc. 179 1 Column Financial, Inc. 180 1 Column Financial, Inc. 181 1 Column Financial, Inc. 182 1 Column Financial, Inc. 184 1 Column Financial, Inc. 185 1 Column Financial, Inc. 186 1 Column Financial, Inc. 187 1 Column Financial, Inc. 189 1 Column Financial, Inc. 190 1 Column Financial, Inc. 191 1 Column Financial, Inc. 193 1 Column Financial, Inc. 194 1 Column Financial, Inc. 195 1 Column Financial, Inc. 196 1 Column Financial, Inc. 197 1 Column Financial, Inc. 198 2 Column Financial, Inc. 199 1 Column Financial, Inc. 201 1 Column Financial, Inc. 202 1 Column Financial, Inc. 203 1 Column Financial, Inc. 205 1 Column Financial, Inc. 208 1 Column Financial, Inc. 210 1 Column Financial, Inc. 211 2 Column Financial, Inc. 213 1 Column Financial, Inc. 214 2 Column Financial, Inc. 215 1 Column Financial, Inc. 216 1 Column Financial, Inc. 217 1 Column Financial, Inc. 218 1 Column Financial, Inc. 219 2 Column Financial, Inc. 220 1 Column Financial, Inc. 221 1 Column Financial, Inc. 222 1 Column Financial, Inc. 223 1 Column Financial, Inc. 224 1 Column Financial, Inc. 225 1 Column Financial, Inc. 226 1 Column Financial, Inc. 227 1 Column Financial, Inc. 228 2 Column Financial, Inc. 229 1 Column Financial, Inc. 231 1 Column Financial, Inc. 232 1 Column Financial, Inc. 233 1 Column Financial, Inc. 236 1 Column Financial, Inc. 237 1 Column Financial, Inc. 238 2 Column Financial, Inc. 239 1 Column Financial, Inc. 240 1 Column Financial, Inc. 241 2 Column Financial, Inc. 242 1 Column Financial, Inc. 243 1 Column Financial, Inc. 244 1 Column Financial, Inc. 245 1 Column Financial, Inc. 246 1 Column Financial, Inc. 248 1 Column Financial, Inc. 249 1 Column Financial, Inc. 250 1 Column Financial, Inc. 251 1 Column Financial, Inc.
Exhibit B-1 Representations and Warranties with Respect to the Seller The Seller hereby represents and warrants that, as of the date hereof: 1. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The execution and delivery by the Seller of, and the performance by the Seller under, this Agreement, the execution (including, without limitation, by facsimile or machine signature) and delivery of any and all documents contemplated by this Agreement, including, without limitation, endorsements of Mortgage Notes, and the consummation by the Seller of the transactions herein contemplated, do not: (a) violate the Seller's organizational documents; or (b) 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 indenture, agreement or other instrument to which the Seller is a party or by which it is bound or which is applicable to it or any of its assets, which default or breach, 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. 3. The Seller has full power and authority to enter into and perform under this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. 4. The Seller has the full right, power and authority to sell, assign, transfer, set over and convey the Mortgage Loans (and, in the event that the related transaction is deemed to constitute a loan secured by all or part of the Mortgage Loans, to pledge the Mortgage Loans) in accordance with, and under the conditions set forth in, this Agreement. 5. Assuming due authorization, execution and delivery hereof by the Purchaser, this Agreement 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, receivership, 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. 6. The Seller is not in violation of, and its execution and delivery of this Agreement and its performance under and compliance with the terms hereof do 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. 7. There are no actions, suits or proceedings pending 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 affect materially and adversely either the ability of the Seller to perform its obligations hereunder or the financial condition of the Seller. 8. No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed, and except for those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. 9. The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. 10. The Mortgage Loans do not constitute all or substantially all of the assets of the Seller. 11. The Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors. 12. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein. 13. After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Seller's debts and obligations, including contingent and unliquidated debts and obligations of the Seller, and the Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. 14. The Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. 15. No proceedings looking toward liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. 16. In connection with its transfer of the Mortgage Loans to the Purchaser as contemplated herein, the Seller is receiving new value and consideration constituting at least reasonably equivalent value and fair consideration. Exhibit B-2 Representations and Warranties with Respect to the Purchaser The Purchaser hereby represents and warrants that, as of the date hereof: 1. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The execution and delivery by the Purchaser of, and the performance by the Purchaser under, this Agreement, and the consummation by the Purchaser of transactions herein contemplated, do not: (a) violate the Purchaser's organizational documents; or (b) 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 indenture, agreement or other instrument to which the Purchaser is a party or by which it is bound or which is applicable to it or any of its assets, which default or breach, 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. 3. The Purchaser has full power and authority to enter into and perform under this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. 4. Assuming due authorization, execution and delivery hereof by the Seller, this Agreement 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, receivership, 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. 5. The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance under and compliance with the terms hereof do 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. 6. There are no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser which, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or, in the Purchaser's good faith and reasonable judgment, would be likely to affect materially and adversely either the ability of the Purchaser to perform its obligations hereunder or the financial condition of the Purchaser. 7. No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated herein, except for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed, and except for those filings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. Exhibit C Representations and Warranties with Respect to the Mortgage Loans For purposes of these representations and warranties, the phrases "to the knowledge of Seller" or "to the Seller's knowledge" or phrases of similar import 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, in each case without having conducted any independent inquiry or due diligence with respect to such matters and without any actual or implied obligation to make such inquiry or perform such due diligence, other than making such inquiry or performing such due diligence as would be customarily performed by prudent commercial or multifamily mortgage lenders or servicers (as the case may be) with respect to similar mortgage loans or mortgaged properties. All information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the 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, such reference shall include the receipt or possession of such information or documents by, or the taking of such action or the not taking of such action by, either the Seller or any servicer acting on its behalf. The Seller hereby represents and warrants, subject to the exceptions set forth in Schedule C-1 hereto and Section 19 of this Agreement, with respect to the Mortgage Loans that, as of the date hereinbelow specified or, if no such date is specified, as of the date hereof: 1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan Schedule with respect to the Mortgage Loans is true, complete (in accordance with the requirements of this Agreement and the Pooling and Servicing Agreement) and correct in all material respects as of the dates of the information set forth therein (or, if not set forth therein, and in all events no earlier than, as of the respective Due Dates of the Mortgage Loans in March 2007). 2. Ownership of Mortgage Loans. Immediately prior to the transfer of the Mortgage Loans to the Purchaser, the Seller had good title to, and was the sole owner of, each Mortgage Loan. The Seller has full right, power and authority to sell, transfer and assign each Mortgage Loan to, or at the direction of, the Purchaser free and clear of any and all pledges, liens, charges, security interests, participation interests and/or other interests and encumbrances (except for certain servicing rights as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto). Subject to the completion of the names and addresses of the assignees and endorsees and any missing recording information in all instruments of transfer or assignment and endorsements and the completion of all recording and filing contemplated hereby and by the Pooling and Servicing Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to each Mortgage Loan free and clear of any pledge, lien, charge, security interest or other encumbrance (except for certain servicing rights as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto). The sale of the Mortgage Loans to the Purchaser or its designee does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the Purchaser or its designee and each such endorsement is, or shall be as of the Closing Date, genuine. 3. Payment Record. No scheduled payment of principal and interest due under any Mortgage Loan on the Due Date in March 2007 or on any Due Date in the twelve-month period immediately preceding the Due Date for such Mortgage Loan in March 2007 was 30 days or more delinquent, without giving effect to any applicable grace period. 4. Lien; Valid Assignment. The Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and enforceable first priority lien upon the related Mortgaged Property, except as the enforcement of the Mortgage may be limited as provided in the exceptions set forth in Paragraph 13 below, prior to all other liens and/or encumbrances (and there are no liens or encumbrances that are pari passu with the lien of such Mortgage), except as described on Schedule C-1 hereto and except for the following (collectively, the "Permitted Encumbrances"): (a) the lien for current real estate taxes, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties; (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and are referred to in the related lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy or title policy commitment meeting the requirements described in Paragraph 8 below); (c) exceptions and exclusions specifically referred to in the related lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy or title policy commitment meeting the requirements described in Paragraph 8 below); (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) condominium declarations of record and identified in the related lender's title insurance policy (or, if not yet issued, identified in a pro forma title policy or title policy commitment meeting the requirements described in Paragraph 8 below); and (g) 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. With respect to each Mortgage Loan, such Permitted Encumbrances do not, individually or in the aggregate, materially interfere with the security intended to be provided by the related Mortgage, the current principal use of the related Mortgaged Property or the ability of the related Mortgaged Property to generate income sufficient to service such Mortgage Loan. The related assignment of the Mortgage for each Mortgage Loan, executed and delivered in favor of the Trustee, is in recordable form (but for insertion of the name and address of the assignee and any related recording information which is not yet available to the Seller) to validly and effectively convey the assignor's interest therein and constitutes a legal, valid, binding and, subject to the exceptions set forth in Paragraph 13 below, enforceable assignment of such Mortgage from the relevant assignor to the Trustee. 5. Assignment of Leases. The Mortgage File contains an assignment of leases and rents (an "Assignment of Leases"), either as a separate instrument or incorporated into the related Mortgage, which establishes and creates a valid, subsisting and, subject to the exceptions set forth in Paragraph 13 below, enforceable first priority lien on and security interest in, subject to applicable law, the property, rights and interests of the related Borrower described therein, except that a license may have been granted to the related Borrower to exercise certain rights and perform certain obligations of the lessor under the relevant lease or leases, including, without limitation, the right to operate the related leased property and subject as to priority to the Permitted Encumbrances; and each assignor thereunder has the full right to assign the same. The related assignment of any Assignment of Leases not included in a Mortgage, executed and delivered in favor of the Trustee is in recordable form (but for insertion of the name and address of the assignee and any related recording information which is not yet available to the Seller) to validly and effectively convey the assignor's interest therein and constitutes a legal, valid, binding and, subject to the exceptions set forth in Paragraph 13 below, enforceable assignment of such Assignment of Leases from the relevant assignor to the Trustee. 6. Mortgage Status; Waivers and Modifications. In the case of each Mortgage Loan, except by a written instrument which has been delivered to the Purchaser or its designee as a part of the related Mortgage File, (a) the related Mortgage (including any amendments or supplements thereto included in the related Mortgage File) has not been impaired, waived, modified, altered, satisfied, canceled, subordinated or rescinded, (b) neither the related Mortgaged Property (nor any portion thereof that has a material value or is material to the use or operation of the related Mortgaged Property) has been released from the lien of such Mortgage and (c) the related Borrower has not been released from its obligations under such Mortgage, in whole or in material part. Except as described on Schedule C-1 hereto, no alterations, waivers, modifications or assumptions of any kind with respect to any Mortgage Loan have been given, made or consented to by or on behalf of the Seller since the later of January 23, 2007 and the date of the origination of such Mortgage Loan. The Seller has not taken any affirmative action that would cause the representations and warranties of the related Borrower under the Mortgage Loan not to be true and correct in any material respect. 7. Condition of Property; Condemnation. In the case of each Mortgage Loan, one or more engineering reports were prepared in connection with the origination of such Mortgage Loan by an independent third-party engineering firm, and except as set forth in such engineering report(s) or on Schedule C-1, the related Mortgaged Property is, to the Seller's knowledge, in good repair, free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan (except in any such case where an escrow of funds, letter of credit or insurance coverage exists sufficient to effect the necessary repairs and maintenance); provided that, if no engineer or architect physically visited the related Mortgaged Property in connection with preparing and delivering such engineering report, then the representation and warranty made in this sentence shall not be qualified by "to the Seller's knowledge." As of origination of such Mortgage Loan, there was no proceeding pending, and subsequent to such date, the Seller has not received actual notice of, any proceeding pending for the condemnation of all or any material portion of the Mortgaged Property securing any Mortgage Loan, except as otherwise described on Schedule C-1. If any of the engineering reports referred to above in this Paragraph 7 revealed any material damage or material deferred maintenance, then one of the following is true: (a) the repairs and/or maintenance necessary to correct such condition have been completed in all material respects; (b) an escrow of funds is required or a letter of credit was obtained in an amount reasonably estimated to be sufficient to complete the repairs and/or maintenance necessary to correct such condition; or (c) the reasonable estimate of the cost to complete the repairs and/or maintenance necessary to correct such condition represented no more than 2% of the value of the related Mortgaged Property as reflected in an appraisal conducted in connection with the origination of the subject Mortgage Loan. As of the date of the origination of each Mortgage Loan: (a) all of the material improvements on the related Mortgaged Property lay wholly within the boundaries and, to the extent in effect at the time of construction, building restriction lines of such property, except for encroachments that are insured against by the lender's title insurance policy referred to in Paragraph 8 below or that do not materially and adversely affect the value, marketability or current principal use of such Mortgaged Property, and (b) no improvements on adjoining properties encroached upon such Mortgaged Property so as to materially and adversely affect the value or marketability of such Mortgaged Property, except those encroachments that are insured against by the lender's title insurance policy referred to in Paragraph 8 below. 8. Title Insurance. The lien of each Mortgage securing a Mortgage Loan is insured by an American Land Title Association (or an equivalent form of) lender's title insurance policy (the "Title Policy") (except that if such policy is yet to be 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 company or its authorized agent, either on its face or by an acknowledged closing instruction or escrow letter) in the original principal amount of such Mortgage Loan after all advances of principal, insuring the originator of the related Mortgage Loan, its successors and assigns (as the sole insured) that the related Mortgage is a valid first priority lien on such Mortgaged Property, subject only to the Permitted Encumbrances (and, in the case of an A Loan, subject to the portion of the lien of the related Mortgage that secures the related B Loan). Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid, the Seller has made no claims thereunder and, to the Seller's knowledge, no prior holder of the related Mortgage has made any claims thereunder and no claims have been paid thereunder. The Seller has not, and to the Seller's knowledge, no prior holder of the related Mortgage has, done, by act or omission, anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the related Mortgage Loan to the Trustee (including endorsement and delivery of the related Mortgage Note to the Trustee and recording of the related Assignment of Mortgage in favor of the Trustee in the applicable real estate records), such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of the Trustee without the consent of or notice to the insurer. Such Title Policy contains no exclusion for any of the following circumstances, or it affirmatively insures (unless the related Mortgaged Property is located in a jurisdiction where such affirmative insurance is not available), (a) that the related Mortgaged Property has access to a public road, and (b) that the area shown on the survey, if any, reviewed or prepared in connection with the origination of the related Mortgage Loan is the same as the property legally described in the related Mortgage. Such Title Policy contains no exclusion regarding the encroachment upon any material easements of any material permanent improvements located at the related Mortgaged Property for which the grantee of such easement has the ability to force removal of such improvement, or such Title Policy affirmatively insures (unless the related Mortgaged Property is located in a jurisdiction where such affirmative insurance is not available) against losses caused by forced removal of any material permanent improvements on the related Mortgaged Property that encroach upon any material easements. 9. No Holdback. The proceeds of each Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto. If the related Mortgage Loan Documents include any requirements regarding (a) the completion of any on-site or off-site improvements and (b) the disbursement of any funds escrowed for such purpose, and if those requirements were to have been complied with on or before the date hereof, then such requirements have been complied with in all material respects or such funds so escrowed have not been released except to the extent specifically provided by the related Mortgage Loan Documents. 10. Mortgage Provisions. The Mortgage Note, Mortgage and Assignment of Leases for each Mortgage Loan, together with applicable state law, contain customary and, subject to the exceptions set forth in Paragraph 13 below, enforceable provisions for commercial and multifamily mortgage loans such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby. The Mortgage Loan Documents for each Mortgage Loan, subject to applicable law, provide for the appointment of a receiver for the collection of rents or for the related mortgagee to enter into possession to collect the rents if there is an event of default under such Mortgage Loan. 11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan is a deed of trust, then (a) a trustee, duly qualified under applicable law to serve as such, has either (i) been properly designated, has accepted such designation and currently so serves or (ii) 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 for such fees and expenses (all of which are the obligation of the related Borrower under the related Mortgage Loan Documents) as would be payable in connection with a trustee's sale after default by the related Borrower or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan. 12. Environmental Conditions. Except in the case of the Mortgage Loans identified on Schedule C-1, (a) an environmental site assessment meeting the requirements of the American Society for Testing and Materials and covering all environmental hazards typically assessed for similar properties including use, type and tenants of the Mortgaged Property, or an update of such an assessment (or with respect to certain Mortgage Loans with an original principal balance of $350,000 or less, a transaction screen meeting ASTM standards) and/or a Phase II or other environment assessment supplemental to such assessment and/or update, was performed by a licensed (to the extent required by applicable state law) independent third-party environmental consulting firm with respect to each Mortgaged Property securing a Mortgage Loan in connection with the origination of such Mortgage Loan such that, except as set forth on Schedule C-1, such assessment, transaction screen, update or supplement, as applicable, is dated no earlier than twelve months prior to the date hereof, (b) a written report of each such assessment, transaction screen, if any, update, if any, and supplement, if any (collectively, an "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) one or more parties not related to or including the related Borrower and collectively having financial resources reasonably estimated to be adequate to cure the subject violation in all material respects were identified as the responsible party or parties for such condition or circumstance and such condition or circumstance does not materially impair the value of the Mortgaged Property, (B) the related Borrower was required to provide additional security reasonably estimated to be adequate to cure the subject violation in all material respects, (C) if and to the extent that such condition or circumstances can, based upon the recommendation set forth in the subject Environmental Report, be remediated or otherwise appropriately addressed in all material respects through the implementation of an operations and maintenance plan, the related Borrower was required to obtain and maintain an operations and maintenance plan, (D) the related Borrower, or other responsible party, provided a "no further action" letter or other evidence reasonably acceptable to a reasonably prudent commercial or multifamily mortgage 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, (E) such conditions or circumstances were investigated further and based upon such additional investigation, an independent third-party environmental consultant recommended no further investigation or remediation, (F) the expenditure of funds reasonably estimated to be necessary to effect such remediation is not greater than 2% of the outstanding principal balance of the related Mortgage Loan or $10,000, whichever is greater, (G) there exists an escrow of funds reasonably estimated to be sufficient for purposes of effecting such remediation, (H) the related Mortgaged Property is identified on Schedule C-1 and insured under a policy of insurance subject to reasonable per occurrence and aggregate limits and a reasonable deductible, against certain losses arising from such circumstances and conditions or (I) a party with financial resources reasonably estimated to be adequate to cure the subject violation in all material respects provided a guaranty or indemnity to the related Borrower to cover the costs of any required investigation, testing, monitoring or remediation. To the Seller's knowledge, 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 Borrower questionnaire delivered to the Seller in connection with 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 Loan Documents for each Mortgage Loan require the related Borrower to comply in all material respects with all applicable federal, state and local environmental laws and regulations. The Seller has not taken any affirmative action which would cause the Mortgaged Property securing any Mortgage Loan not to be in compliance with all federal, state and local laws pertaining to environmental hazards. Each Borrower represents and warrants in the related Mortgage Loan Documents generally to the effect that, except as set forth in certain specified environmental reports and to the Borrower's knowledge, it has not used, caused or permitted to exist and 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. Unless the related Mortgage Loan is identified on Schedule C-1, the related Borrower (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 Borrower 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. 13. Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower, or any guarantor of non-recourse exceptions and environmental liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (i) and (ii)) such limitations will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. There is no right of rescission, offset, abatement or diminution or valid defense or counterclaim available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Seller has no knowledge of any such rights, defenses or counterclaims having been asserted. 14. Insurance. Except in certain cases, where tenants, having a net worth of at least $50,000,000 or an investment grade credit rating and obligated to maintain the insurance described in this paragraph, are allowed to self-insure the related Mortgaged Properties, all improvements upon each Mortgaged Property securing a Mortgage Loan are insured under a fire and extended perils insurance policy included within 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 insurable 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 is reasonably estimated to cover no less than twelve (12) months of rental income). If, based solely on a flood zone certification or a survey of the related Mortgaged Property, 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) and flood insurance was available, then 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 (1) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement basis, (2) the outstanding principal balance of such Mortgage Loan, and (3) the maximum amount of insurance available under the applicable National Flood Insurance Administration Program. 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 ten (10) days' prior written notice to the mortgagee; and no such notice has been received, including any notice of nonpayment of premiums, that has not been cured. 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 or multifamily mortgage lenders for similar properties and seismic insurance to the extent any Mortgaged Property has a probable maximum loss in the event of an earthquake of greater than twenty percent (20%) of the replacement value of the related improvements, calculated using methodology acceptable to a reasonably prudent commercial or multifamily mortgage lender with respect to similar properties in same area or earthquake zone. If the Mortgaged Property for any Mortgage Loan is located in Florida or within 25 miles of the coast in Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina or South Carolina, then such Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the insurable replacement cost of the improvements located on the related Mortgaged Property. If any Mortgaged Property is, to the Seller's knowledge, a materially non-conforming use or structure under applicable zoning laws and ordinances, then, in the event of a material casualty or destruction, one or more of the following is true: (i) such Mortgaged Property may be restored or repaired to materially the same extent of the use or structure at the time of such casualty; (ii) such Mortgaged Property is covered by law and ordinance insurance in an amount customarily required by reasonably prudent commercial or multifamily mortgage lenders; or (iii) the amount of hazard insurance currently in place and required by the related Mortgage Loan Documents would generate proceeds sufficient to pay off the subject Mortgage Loan. Additionally, for any Mortgage Loan having a Cut-off Date Principal 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 S&P, Moody's or Fitch of not less than A-minus (or the equivalent), or from A.M. Best of not less than "A-minus:V" (or the equivalent). With respect to each Mortgage Loan, the related Mortgage Loan Documents require that the related Borrower or a tenant of such Borrower maintain insurance as described above or permit the Mortgagee to require insurance as described above. Except under circumstances set forth in the related Mortgage Loan Documents that would be reasonably acceptable to a prudent commercial or multifamily mortgage lender or that would not otherwise materially and adversely affect the security intended to be provided by the related Mortgage, the Mortgage Loan Documents for each Mortgage Loan provide 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 Loan Documents may entitle the related Borrower to any portion of such proceeds remaining after the repair or restoration of the related Mortgaged Property or payment of amounts due under the Mortgage Loan; and provided, further, that, if the related Borrower holds a leasehold interest in the related Mortgaged Property, the application of such proceeds will be subject to the terms of the related Ground Lease (as defined in Paragraph 18 below). To the Seller's knowledge, all insurance policies described above are with an insurance carrier qualified to write insurance in the relevant jurisdiction and all insurance described above is in full force and effect. 15. Taxes and Assessments. As of the date of origination of the subject Mortgage Loan or September 30, 2006, whichever is later, there were no (and, to the Seller's knowledge, there are no) delinquent property taxes or water, sewer or other governmental assessments affecting any Mortgaged Property securing a Mortgage Loan that are not otherwise covered by an escrow of funds sufficient to pay such charge. For purposes of this representation and warranty, real property taxes and water, sewer and other governmental assessments shall not be considered delinquent until the date on which interest and/or penalties would be payable thereon. 16. Borrower Bankruptcy. No Borrower under a Mortgage Loan is a debtor in any state or federal bankruptcy, insolvency or similar proceeding. 17. Local Law Compliance. To the Seller's knowledge, based upon a letter from governmental authorities, a legal opinion, a zoning consultant's report, an endorsement to the related Title Policy, or (when such would be acceptable to a reasonably prudent commercial or multifamily mortgage lender) a representation of the related Borrower at the time of origination of the subject Mortgage Loan, or based on such other due diligence considered reasonable by prudent commercial or multifamily mortgage lenders in the lending area where the subject Mortgaged Property is located, the improvements located on or forming part of, and the existing use of, each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable zoning laws and ordinances or constitute a legal non-conforming use or structure (or, if any such improvement does not so comply and does not constitute a legal non-conforming use or structure, such non-compliance and failure does not materially and adversely affect the value of the related Mortgaged Property as determined by the appraisal performed in connection with the origination of such Mortgage Loan). 18. Leasehold Estate Only. If any Mortgage Loan is secured by the interest of a Borrower as a lessee under a ground lease (together with any and all written amendments and modifications thereof and any and all estoppels from or other agreements with the ground lessor, a "Ground Lease"), but not by the related fee interest in the subject real property (the "Fee Interest"), then, except as set forth on Schedule C-1: (a) Such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage and 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; to the extent required under such Ground Lease, the lessor under such Ground Lease has been sent notice of the lien of the related Mortgage in accordance with the provisions of such Ground Lease; and there has been no material change in the terms of such Ground Lease since its recordation, with the exception of material changes reflected in written instruments which are a part of the related Mortgage File; (b) The related lessee's leasehold interest in the portion of the related Mortgaged Property covered by such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than Permitted Encumbrances, and such Ground Lease provides that it shall remain superior to any mortgage or other lien upon the related Fee Interest; (c) The Borrower's interest in such Ground Lease is assignable to, and is thereafter further assignable by, the Purchaser upon notice to, but without the consent of, the lessor thereunder (or, if such consent is required, it has been obtained); provided that such Ground Lease has not been terminated and all defaults, if any, on the part of the related lessee have been cured; (d) Such Ground Lease is in full force and effect, and the Seller has not received actual notice that any material default or any delinquent rental payment has occurred under such Ground Lease; (e) Such Ground Lease requires the lessor thereunder to give notice of any default by the lessee to the mortgagee under such Mortgage Loan. Furthermore, such Ground Lease further provides that no notice of termination given under such Ground Lease is effective against the mortgagee under such Mortgage Loan unless a copy has been delivered to 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 notice of any such default, before the lessor thereunder may terminate such Ground Lease; (g) Such Ground Lease has an original term (or an original term plus options exercisable by the holder of the related Mortgage) which extends not less than twenty (20) years beyond the end of the amortization term of such Mortgage Loan; (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 as a result of a rejection of such Ground Lease in a bankruptcy proceeding involving the related Borrower unless the mortgagee under such Mortgage Loan fails to cure a default of the lessee under such Ground Lease following notice thereof from the lessor; (i) Under the terms of such Ground Lease and the related Mortgage Loan Documents, taken together, any casualty insurance proceeds, other than de minimis amounts for minor casualties, 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 or multifamily mortgage lender), or (ii) to the payment of the outstanding principal balance of the Mortgage Loan together with any accrued interest thereon. Under the terms of such Ground Lease and the related Mortgage Loan Documents, taken together, any condemnation proceeds or awards in respect of a total or substantially total taking will be applied first to the payment of the outstanding principal and interest on the Mortgage Loan (except as otherwise provided by applicable law) and subject to any rights to require the improvements to be rebuilt; (j) Such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by a prudent commercial or multifamily mortgage lender in the lending area where the related Mortgaged Property is located at the time of the origination of such Mortgage Loan; (k) The lessor under such Ground Lease is not permitted under the terms thereof, in the absence of an uncured default (after notice to the mortgagee under such Mortgage Loan and the expiration of the applicable cure period), to disturb the possession, interest or quiet enjoyment of the 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; and (l) Such Ground Lease provides that it 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. 19. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulation Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), 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) of the Code. 20. Advancement of Funds. The Seller has not (nor, to the Seller's knowledge, has any prior holder of such Mortgage Loan) advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property (or a tenant at or the property manager of the related Mortgaged Property), for the payment of any amount required by such Mortgage Loan, except for interest accruing from the date of origination of such Mortgage Loan or the date of disbursement of the Mortgage Loan proceeds, whichever is later, to the date which preceded by 30 days the first due date under the related Mortgage Note. 21. No Equity Interest, Equity Participation or Contingent Interest. No Mortgage Loan contains any equity participation by the mortgagee thereunder, is convertible by its terms into an equity ownership interest in the related Mortgaged Property or the related Borrower, 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, except as identified on Schedule C-1, provides for interest-only payments without principal amortization for more than six months 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, may be compounded monthly and shall be payable only after the outstanding principal of such Mortgage Loan is paid in full, and (b) a portion of the cash flow generated by such Mortgaged Property will be applied each month to pay down the principal balance thereof in addition to the principal portion of the related Monthly Payment. Neither the Seller nor any affiliate thereof has any obligation to make any capital contribution to the Borrower under the Mortgage Loan or otherwise. 22. Legal Proceedings. To the Seller's knowledge, as of origination of the Mortgage Loan, there were no, and to the Seller's knowledge, as of the date hereof, there are no, pending actions, suits, litigation or other proceedings by or before any court or governmental authority against or affecting the Borrower (or any guarantor to the extent a reasonably prudent commercial or multifamily, as applicable, mortgage lender would consider such guarantor material to the underwriting of such Mortgage Loan) under such Mortgage Loan or the related Mortgaged Property that, if determined adversely to such Borrower, guarantor or Mortgaged Property, would materially and adversely affect the value of the Mortgaged Property as security for such Mortgage Loan, the Borrower's ability to pay principal, interest or any other amounts due under such Mortgage Loan or the ability of any such guarantor to meet its obligations. 23. Other Mortgage Liens. Except for Mortgage Loans secured by residential cooperative properties and except as otherwise set forth on Schedule C-1, none of the Mortgage Loans permit the related Mortgaged Property or any direct controlling equity interest in the related Borrower to be encumbered by any mortgage lien or, in the case of a direct controlling equity interest in the related Borrower, a lien to secure any other debt (other than in the case of an A Loan, as to which the related Mortgaged Property also secures the related B Loan), without the prior written consent of the holder of the subject Mortgage Loan or the satisfaction of debt service coverage or similar criteria specified therein. To the Seller's knowledge, as of origination of the subject Mortgage Loan and as of the date hereof, except as otherwise set forth on Schedule C-1, and except for liens securing other Mortgage Loans, no Mortgaged Property securing the subject Mortgage Loan was or is encumbered by any other mortgage liens (other than Permitted Encumbrances and other than in the case of an A Loan, as to which the related Mortgaged Property also secures the related B Loan) and no direct controlling equity interest in the related Borrower was or is encumbered by a lien to secure any other debt. The related Mortgage Loan Documents require the Borrower under each Mortgage Loan to pay all reasonable costs and expenses related to any required consent to an encumbrance, including reasonable legal fees and expenses and any applicable Rating Agency fees, or would permit the subject mortgagee to withhold such consent if such costs and expenses are not paid by a party other than such mortgagee. 24. No Mechanics' Liens. To the Seller's knowledge, as of the origination of the Mortgage Loan and as of the date hereof: (i) each Mortgaged Property securing a Mortgage Loan (exclusive of any related personal property) was and is free and clear of any and all mechanics' and materialmen's liens that are prior or equal to the lien of the related Mortgage and that are not bonded or escrowed for or covered by title insurance, and (ii) no rights were or are outstanding that under law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage and that is not bonded or escrowed for or covered by title insurance. 25. Compliance with Usury Laws. Each Mortgage Loan complied with, or was exempt from, all applicable usury laws in effect at its date of origination. 26. Licenses and Permits. To the extent required by applicable law, each Mortgage Loan requires the related Borrower to be qualified to do business, and requires the related Borrower 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 and based on any of: (i) a letter from governmental authorities, (ii) a legal opinion, (iii) an endorsement to the related Title Policy, (iv) a representation of the related Borrower at the time of origination of such Mortgage Loan, (v) a zoning report from a zoning consultant, or (vi) other due diligence that a reasonably prudent commercial or multifamily mortgage lender would customarily perform in the origination of comparable mortgage loans, the related Borrower was in possession of all material licenses, permits and franchises required by applicable law for the ownership and operation of the related Mortgaged Property as it was then operated or such material licenses, permits and franchises have otherwise been issued. 27. Cross-Collateralization. No Mortgage Loan is cross-collateralized with any loan which is outside the Mortgage Pool. With respect to any group of cross-collateralized Mortgage Loans, the sum of the amounts of the respective Mortgages recorded on the related Mortgaged Properties with respect to such Mortgage Loans is at least equal to the total amount of such Mortgage Loans. 28. Releases of Mortgaged Properties. Except as set forth on Schedule C-1, no Mortgage Note or Mortgage requires the mortgagee to release all or any material portion of the related Mortgaged Property from the lien of the related Mortgage except upon: (i) payment in full of all amounts due under the related Mortgage Loan or (ii) delivery of "government securities" within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in connection with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans that are Cross-Collateralized Mortgage Loans, and the other individual Mortgage Loans secured by multiple parcels, may require the respective mortgagee(s) to grant releases of material portions of the related Mortgaged Property or the release of one or more related Mortgaged Properties upon: (i) the satisfaction of certain legal and underwriting requirements, (ii) the payment of a release price (in an amount that is, except as otherwise set forth on Schedule C-1, at least equal to 125% of the allocated loan amount for the released property or parcel) and prepayment consideration in connection therewith or (iii) the delivery of substitute real estate collateral. No release or partial release of any Mortgaged Property, or any portion thereof, expressly permitted pursuant to the terms of any Mortgage Note or Mortgage would constitute a significant modification of the related Mortgage Loan under Treas. Reg. Section 1.860G-2(b)(2). Notwithstanding the foregoing, any Mortgage Loan may permit the unconditional release of one or more unimproved parcels of land to which the Seller did not give any material value in its underwriting of such Mortgage Loan. 29. Defeasance. With respect to any Mortgage Loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Mortgage Note or Mortgage 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 the Borrower of all related reasonable fees, costs and expenses as set forth below; if the Borrower would continue to own assets in addition to the defeasance collateral, 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 counsel to provide a legal opinion that the Trustee has a perfected security interest in the defeasance 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) when due, and in the case of ARD Loans, assuming the Anticipated Repayment Date is the Maturity Date. To the Seller's knowledge, defeasance under the Mortgage Loan is only for the purpose of facilitating the disposition of a Mortgaged Property and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. With respect to each Defeasance Loan, the related Mortgage Loan Documents provide that the related Borrower shall (a) pay all Rating Agency fees associated with defeasance (if rating confirmation 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 required under the related Mortgage 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 Principal Balance equal to or greater than $19,900,000, the Mortgage Loan or the related documents 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 the Borrower to pay any Rating Agency fees and expenses in connection with defeasance. 30. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of an ARD Loan after its Anticipated Repayment Date and except for the imposition of a default rate. 31. Inspection. The Seller, an affiliate of the Seller, or a correspondent in the conduit lending program of the Seller, inspected, or caused the inspection of, each Mortgaged Property securing a Mortgage Loan within the preceding twelve (12) months. 32. No Material Default. To the Seller's knowledge, there exists no material default, breach, violation or event of acceleration (and, to the Seller's knowledge, there is no event, other than payments due but not yet 30 days' delinquent, that, with the passage of time or the giving of notice, or both, would constitute a material default, breach, violation or event of acceleration) under the Mortgage Note or Mortgage for any Mortgage Loan; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of the subject matter otherwise covered by any other representation and warranty made by the Seller in this Exhibit C. 33. Due-on-Sale. The Mortgage for each Mortgage Loan contains a "due-on-sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the prior written consent of the holder of such Mortgage, either the related Mortgaged Property or, except as set forth in Schedule C-1 hereto, any direct controlling equity interest in the related Borrower, is transferred or sold, other than by reason of: (i) if the related Mortgaged Property is a residential cooperative property, transfers of stock of the Borrower in connection with the assignment of a proprietary lease for a unit in the related Mortgaged Property by a tenant-shareholder of the Borrower to other persons who by virtue of such transfers become tenant-shareholders in the Borrower; and (ii) in the case of other types of Mortgaged Properties, family or estate planning transfers, transfers of less than a controlling interest in the Borrower, transfers of shares in public companies, issuance of non-controlling new equity interests, transfers to an affiliate meeting the requirements of the Mortgage Loan, transfers among existing members, partners or shareholders in the Borrower, transfers among affiliated Borrowers with respect to cross-collateralized Mortgaged Loans or multi-property Mortgage Loans, transfers among co-Borrowers or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan. The related Mortgage Loan Documents require the Borrower under each Mortgage Loan to pay all reasonable fees and expenses associated with securing the consent or approval of the holder of the related Mortgage for all actions pertaining to such "due-on-sale" clause (including an assumption of the Mortgage Loan) requiring such consent or approval under the related Mortgage, including the cost of counsel opinions relating to REMIC or other securitization and tax issues, or require the payment of a specified fee or fees, including, except as described on Schedule C-1 hereto, an assumption fee that may or may not be applied to pay such fees and expenses. 34. Single Purpose Entity. Except for Mortgage Loans secured by residential cooperative properties, each Mortgage Loan with an original principal balance over $5,000,000.00 requires the related Borrower to be, at least for so long as the Mortgage Loan is outstanding, and to the Seller's knowledge, the related Borrower is, a Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person, other than an individual, which is formed or organized solely for the purpose of owning and operating the related Mortgaged Property or Properties; which does not engage in any business unrelated to such Mortgaged Property or Properties and the financing thereof; and whose organizational documents provide, or which entity represented and covenanted in the related Mortgage Loan Documents, substantially to the effect that such Borrower (i) 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; (ii) does not and will not have any indebtedness other than as permitted by the related Mortgage or other related Mortgage Loan Documents; (iii) 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 (iv) holds itself out as being a legal entity, separate and apart from any other person. In addition, with respect to each Mortgage Loan with a Cut-off Date Principal Balance of $20,000,000 or more, (a) the related Borrower's organizational documents provide substantially to the effect that the Borrower shall: 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; hold itself out as being a legal entity, separate and apart from any other person; (b) such organizational documents further provide substantially to the effect that: any dissolution and winding up or insolvency filing for such entity is prohibited or requires the consent of an independent director or member or the unanimous consent of all partners, directors or members, as applicable; (c) such documents may not be amended with respect to the Single-Purpose Entity requirements without the approval of the mortgagee or Rating Agencies; and (d) the Borrower shall have an outside independent director or member. The Seller has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in connection with its origination or acquisition thereof, a counsel's opinion regarding non-consolidation of the Borrower in any insolvency proceeding involving any other party. To the Seller's knowledge, except with respect to Mortgage Loans secured by residential cooperative properties, each Borrower has fully complied with the requirements of the related Mortgage Note and Mortgage and the Borrower's organizational documents regarding Single-Purpose Entity status. The organization documents of any Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more that is a single member limited liability company, provide that the Borrower shall not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or death of the sole member. Any such single member limited liability company Borrower is organized in jurisdictions that provide for such continued existence, and the Seller has obtained, in connection with its origination or acquisition of the subject Mortgage Loan, an opinion of such Borrower's counsel confirming such continued existence and that the applicable law provides that creditors of the single member may only attach the assets of the member including the membership interests in the Borrower but not the assets of the Borrower. 35. Whole Loan. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. 36. Tax Parcels. Each Mortgaged Property constitutes one or more complete separate tax lots containing no other property, or is subject to an endorsement under the related Title Policy insuring same, or an application for the creation of separate tax lots complying in all respects with the applicable laws and requirements of the applicable governing authority has been made and approved by the applicable governing authority and such separate tax lots shall be effective for the next tax year. 37. ARD Loans. Except as described on Schedule C-1, each Mortgage Loan which is an ARD Loan commenced amortizing on its initial scheduled Due Date, and provides that: (i) its Mortgage Rate will increase by at least two (2) percentage points in connection with the passage of its Anticipated Repayment Date; (ii) its Anticipated Repayment Date is not less than seven (7) years following the origination of such Mortgage Loan; (iii) no later than the related Anticipated Repayment Date, the related Borrower is required (if it has not previously done so) to enter into a "lockbox agreement" whereby all revenue from the related Mortgaged Property shall be deposited directly into a designated account controlled by the Master Servicer; and (iv) any net cash flow from the related Mortgaged Property that is applied to amortize such Mortgage Loan following its Anticipated Repayment Date shall, to the extent such net cash flow is in excess of the scheduled principal and interest payment payable therefrom, be net of budgeted and discretionary (servicer approved) capital expenditures. 38. Security Interests. Subject to the exceptions set forth in Paragraph 13 above, the security agreements, financing statements or other instruments, if any, related to the Mortgage Loan establish and create, and a UCC financing statement has been filed and/or recorded 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 or instrument), which in all cases includes elevators, if any, and all Borrower-owned furniture, fixtures and equipment material to the operation and use of the Mortgaged Property as presently operated, and if such Mortgaged Property is a hotel operated by the related Borrower, then such personal property constitutes such portion of the material personal property required to operate the Borrower's business as the Seller considered appropriate in light of its underwriting standards; any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien and security interest on the collateral described therein (subject to the exceptions set forth in Paragraph 13 above), which lien/security interest shall, in the case of (i) elevators at all Mortgaged Properties having the same and (ii) all Borrower-owned furniture, fixtures and equipment at Borrower operated hotel properties, be a first priority lien/security interest except for certain personal property subject to purchase money security interests and personal property leases. In the case of any Mortgage Loan secured by a hotel, the related loan documents contain such provisions as are necessary and UCC Financing Statements have been filed as necessary, in each case, to perfect a valid first priority security interest in the related revenues with respect to such Mortgaged Property (to the extent that such security interest can be perfected by the filing of such UCC Financing Statements). The Purchaser or Trustee or a designee thereof is authorized to file an assignment of each UCC financing statement relating to the Mortgage Loan in the filing office in which such 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 (subject to the exceptions set forth in Paragraph 13 above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the personal property collateral described above of the principal benefits of the security intended to be provided thereby. 39. Disclosure to Environmental Insurer and Other Matters. If the Mortgaged Property securing any Mortgage Loan is covered by a secured creditor impairment environmental insurance policy, then the Seller: (a) 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; or (b) 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 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. If the Mortgaged Property securing any Mortgage Loan is covered by a secured creditor impairment environmental insurance policy, then: (x) all premiums for such insurance have been paid; (y) such insurance is in full force and effect; and (z) (i) an environmental report, a property condition report or an engineering report was prepared that included an assessment for lead based paint ("LBP") (in the case of a multifamily property built prior to 1978), asbestos containing materials ("ACM") (in the case of any property built prior to 1981) and radon gas ("RG") (in the case of a multifamily property) at such Mortgaged Property and (ii) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting such Mortgaged Property, then (A) the related Borrower was required to remediate such condition or circumstance prior to the closing of the subject Mortgage Loan, or (B) the related Borrower was required to provide additional security reasonably estimated to be adequate to cure such condition or circumstance, or (C) the related Mortgage Loan documents require the related Borrower to establish an operations and maintenance plan with respect to such condition or circumstance after the closing of such Mortgage Loan. If the Mortgage Loan is listed on Schedule C-1 and the environmental insurance for such Mortgage Loan is not a secured creditor impairment environmental insurance policy but was required to be obtained by the Borrower, 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 and, to the Seller's knowledge, the Borrower has made the disclosures and complied with the requirements of clauses (a) and (b) of this Paragraph 39. 40. Prepayment Premiums and Yield Maintenance Charges. Prepayment Premiums and Yield Maintenance Charges payable with respect to each Mortgage Loan, if any, constitute "customary prepayment penalties" within meaning of Treas. Reg. Section 1.860G-1(b)(2). 41. Operating Statements. Except for Mortgage Loans secured by residential cooperative properties and Mortgage Loans with an initial principal balance less than $3,000,000, either of which may only require annual financial statements, each Mortgage Loan requires the Borrower, in some cases only at the request of the holder of the related Mortgage, to provide the owner or holder of the related Mortgage with at least quarterly and annual operating statements, rent rolls (if there is more than one tenant) and related information and annual financial statements, which annual financial statements with respect to each Mortgage Loan with an original principal balance greater than $20 million shall be audited (or prepared and certified) by an independent certified public accountant upon the request of the holder of the related Mortgage. 42. Servicing Rights. Except as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto, no Person has been granted or conveyed the right to service any Mortgage Loan or receive any consideration in connection therewith. 43. Recourse. Other than Mortgage Loans which are secured by residential cooperative properties (such Mortgage Loans being full recourse loans to the related Borrower), each Mortgage Loan is non-recourse; provided that, except as described on Schedule C-1 or for Mortgage Loans with a Cut-off Date Principal Balance of less than $5,000,000, the Borrower and either a principal of the Borrower or other individual (i.e. natural person) guarantor, with assets other than any interest in the Borrower, is liable in the event of (i) fraud or material intentional misrepresentation, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards or tenant security deposits, (iii) violation of applicable environmental laws or breaches of environmental covenants or (iv) the filing of a voluntary bankruptcy or insolvency proceeding by the Borrower; and provided, further, that, with respect to clause (iii) of the preceding proviso, an indemnification against losses related to such violations or environmental insurance shall satisfy such requirement. No waiver of liability for such non-recourse exceptions has been granted to the Borrower or any such guarantor or principal by the Seller or anyone acting on behalf of the Seller. 44. Assignment of Collateral. There is no material collateral securing any Mortgage Loan that is not being assigned to the Purchaser. 45. Fee Simple or Leasehold Interests. The interest of the related Borrower in the Mortgaged Property securing each Mortgage Loan includes a fee simple and/or leasehold estate or interest in real property and the improvements thereon. 46. Servicing. The servicing and collection practices used with respect to each Mortgage Loan in all material respects have met customary standards utilized by prudent commercial or multifamily mortgage loan servicers with respect to whole loans. 47. Originator's Authorization To Do Business. To the extent required under applicable law, as of the Mortgage Loan's funding date and at all times when it held such Mortgage Loan, the originator of each Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located, except where the failure to be so authorized does not adversely affect the enforceability of such Mortgage Loan. 48. No Fraud In Origination. In the origination of the Mortgage Loan, neither the originator nor any employee or agent of the Seller or the originator, participated in any fraud or intentional material misrepresentation with respect to the Borrower, the Mortgaged Property or any guarantor. To the Seller's knowledge, no Borrower is guilty of defrauding or making an intentional material misrepresentation to the Seller or originator with respect to the origination of the Mortgage Loan, the Borrower or the Mortgaged Property. 49. Appraisal. In connection with its origination or acquisition of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged Property, which appraisal was signed by an appraiser, who, to the Seller's knowledge, had no interest, direct or indirect, in the Borrower, the Mortgaged Property or in any loan made on the security of the Mortgaged Property, and whose compensation was not affected by the approval or disapproval of the Mortgage Loan; to the Seller's knowledge, the appraisal and appraiser both satisfied the requirements of the "Uniform Standards of Professional Appraisal Practice" as adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in effect on the date the Mortgage Loan was originated. 50. Jurisdiction of Organization. Each Borrower under a Mortgage Loan was organized under the laws of the United States or the laws of a jurisdiction located within the United States, its territories and possessions. 51. Borrower Concentration. Except as otherwise specified on Schedule C-1, no single Borrower or group of affiliated Borrowers is/are the obligor(s) under any one or more Mortgage Loans with a Cut-off Date Principal Balance of $50,000,000 or more. 52. Escrows. All escrow deposits (including capital improvements and environmental remediation reserves) relating to any Mortgage Loan that were required to be delivered to the lender under the terms of the related Mortgage Loan Documents have been received and, to the extent of any remaining balances of such escrow deposits, are in the possession or under the control of the Seller or its agents (which shall include the Master Servicer). All such escrow deposits which are required for the administration and servicing of such Mortgage Loan are being conveyed hereunder to the Purchaser. 53. Access. The Mortgaged Property securing each Mortgage Loan is located on or adjacent to a public road or has access to an irrevocable easement permitting ingress and egress. Schedule C-1 Exceptions to Mortgage Loan Representations and Warranties Reference is made to the Representations and Warranties set forth in Exhibit C corresponding to the numbers set forth below: Exception to representation (6) Each of following Mortgage Loans was amended subsequent to the later of January 23, 2007 and its respective date of origination: Savoy Park, CVI Multifamily Apartment Portfolio, 717 North Harwood Street, Mansions Portfolio and Plymouth Corp. Center. Exception to representation (12) Each of the following Mortgaged Properties is covered by an Environmental Insurance Policy which was obtained by the related Mortgage Loan Seller in lieu of a Phase I Environmental Assessment: 1025 Ocean Ave Apartments, CVS--Naples FL, Encino Shoppes, LLC, 37th Street, 90 Good Drive, Trinity Oaks, 80 Windward Ave, Arbors Apartments, CVS New Port Richey, Worthington Apartments, Cades Center, Springwood Apts SC, Windward Plaza, Tabernacle Towers, North Fork Crossing, 7th & Orange Avenue, Palisades Retail, Twin Pines Apartments, U Store, Harbour Bend Office, North Highland Shopping Center, Rufe Snow Plaza, Security Storage Tuscaloosa, Stewart Place, Harrington Woods MHP, 48-19 Vernon Boulevard, Sagemont Plaza, Worthington Professional Building, 1021 National Road, Westside Market Place and Market Place Shopping Center. Exception to representation (18)(a) City Place - The related Mortgage Loan encumbers the leasehold interest in the related Mortgaged Property together with a reversionary interest under the related Ground Lease. However, such reversionary interest is only with respect to a small portion of the leasehold premises. In addition, the use of the premises is restricted by those set forth the Ground Lease. Exception to representation (18)(i) City Place - Under the related Ground Lease, insurance proceeds or condemnation awards with respect to the Mortgaged Property (including proceeds or awards received in connection with a total or substantially total loss or taking) are required to be deposited with the mortgage lender or its trustee only if such proceeds or awards are in excess of $1,000,000; otherwise such proceeds will be distributed to the ground lessee. Exception to representation (18)(j) Savoy Park - The related Ground Leases are silent as to subletting, but assignment is allowed without the lessor's consent upon satisfaction of the following conditions: (a) no default exists under the related Mortgage Loan Documents, (b) no casualty, reconstruction or complete repair of the related Mortgaged Property has occurred and (c) the assignee has delivered a recordable assumption agreement. Exception to representation (18)(l) City Place - Pursuant to the buyout schedule set forth in the related Ground Lease, the Borrower has the right to convert its leasehold interest in the related Mortgaged Property into a fee interest. Syracuse Office Portfolio - The lessor of the related Ground Lease has not agreed in writing that the Ground Lease may not be amended or terminated without the prior written consent of the mortgage lender. However, such an amendment is an event of default under the related loan agreement and will allow the mortgage lender to foreclose on the fee interest. Exceptions to representation (33) Trident Center - The related Mortgage Loan Documents permit the sale or conveyance of the related Mortgaged Property to a Qualified Equityholder (as defined in the related Mortgage Loan Documents) upon satisfaction of certain conditions set forth therein, including without limitation: (A) no event of default is continuing, (B) the transferred property will be managed by a qualified manager following such transfer and (C) the buyer of the related Mortgaged Property assumes and agrees to pay the Mortgage Loan. Chandler Heights Marketplace - The related Mortgage Loan Documents permit, Passco Chandler Heights, S, LLC, one of the sponsor tenants-in-common ("TIC"), to transfer 100% of its ownership interest in the related Mortgaged Property to up to 35 separate TICs; provided that each TIC must be formed as a single purpose bankruptcy remote entity, and at the time of acquisition of such interest, must have at least $150,000 cash equity in the Mortgaged Property. Contemporaneously with origination of the Mortgage Loan, the Borrower obtained a full subscription by conveying the Mortgaged Property to up to 35 TICs. Additionally, the ownership interests held by no more than six of the TICs may be transferred during each calendar year to separate single purpose bankruptcy remote entities satisfying all applicable requirements of the related Mortgage Lender. Exception to representation (36) Centre Green Square at Whitehall - The related Mortgaged Property does not constitute a complete separate tax lot. However, the related Borrower has applied to the applicable governing authority for the creation of a separate tax lot. Exceptions to representation (43) Chandler Heights Marketplace - The relative liability of each TIC investor/sponsor and its associated indemnitor is based upon such TIC investor's/sponsor's or indemnitor's responsibility for the misapplication, violation or fraud committed, such that for any particular event or circumstance, it is likely certain TICs will be liable, while others will not be liable. With respect to each of the following Mortgage Loans, the related Mortgage Loan Documents do not provide for liability of a principal of the Borrower or other individual guarantor to be liable in the event of (i) fraud or material intentional misrepresentation, (ii) misapplication or misappropriation of rents, insurance payments, condemnation awards or tenant security deposits or (iii) the filing of a voluntary bankruptcy or insolvency proceeding by the Borrower: Savoy Park, City Place, HGA Portfolio, Trident Center, 20 S Clark, The Shoreham Hotel, Memphis International Airport Center, Lake Worth Gardens. With respect to each of the following Mortgage Loans, the related Mortgage Loan Documents do not provide for liability of a principal of the Borrower or other individual guarantor to be liable in the event of a violation of applicable environmental laws or breaches of environmental covenants: Savoy Park, City Place, HGA Portfolio, Trident Center, 20 S Clark, The Shoreham Hotel, Memphis International Airport Center, Lake Worth Gardens. Exhibit D-1 Form of Certificate of the Secretary or an Assistant Secretary of the Seller CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 CERTIFICATE OF [ASSISTANT] SECRETARY OF COLUMN FINANCIAL, INC. I, _________________, hereby certify that I am a duly appointed ________________ Secretary of Column Financial, Inc. (the "Corporation"), a Delaware corporation, and further certify on behalf of the Corporation as follows: 1. Attached hereto as Exhibit A are true and correct copies of the Certificate of Incorporation and By-Laws of the Corporation, which Certificate of Incorporation and By-Laws are, on the date hereof, and have been at all times since the formation of the Corporation, in full force and effect. 2. Attached hereto as Exhibit B is a certificate of good standing of the Corporation issued by the Secretary of State of the State of Delaware within thirty (30) days of the date hereof, and no event (including, without limitation, any act or omission on the part of the Corporation) has occurred since the date thereof which has affected the good standing of the Corporation under the laws of the State of Delaware. 3. The Board of Directors of the Corporation, by unanimous written consent dated __________, 20___ (the "Resolutions"), authorized, among other things, all actions necessary to consummate transactions of the type contemplated by the Mortgage Loan Purchase Agreement dated as of March 1, 2007 (the "Mortgage Loan Purchase Agreement"), between the Corporation and Credit Suisse First Boston Mortgage Securities Corp., and to execute and deliver documents and/or instruments such as the Mortgage Loan Purchase Agreement and the Indemnification Agreement referred to therein. Attached hereto as Exhibit C is a true and correct copy of such Resolutions. The Resolutions have not been amended, modified, annulled or revoked since they were adopted, and are in full force and effect as of the date hereof, and the instruments authorized in the Resolutions were executed pursuant thereto and in compliance therewith. 4. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Corporation and his genuine signature is set forth opposite his name. Name Office Signature Jeffrey A. Altabef Vice President _______________________ Reese Mason Vice President _______________________ Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Mortgage Loan Purchase Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this certificate as of March _____, 2007. By:____________________________________ Name: Title: [Assistant] Secretary Exhibit A Certificate of Incorporation and By-laws of Column Financial, Inc. [see attached] Exhibit B Certificate of Good Standing of Column Financial, Inc. [see attached] Exhibit C Resolutions of Column Financial, Inc. [see attached] Exhibit D-2 Form of Certificate of the Seller CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 CERTIFICATE OF COLUMN FINANCIAL, INC. In connection with the execution and delivery by Column Financial, Inc. ("Column") of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of March 1, 2007 (the "Mortgage Loan Purchase Agreement"), between Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"), as purchaser, and Column, as seller, and that certain Indemnification Agreement dated as of March 1, 2007 (the "Indemnification Agreement" and, together with the Mortgage Loan Purchase Agreement, the "Agreements"), between Column, the Depositor, Credit Suisse Securities (USA) LLC (both in its capacity as an Underwriter and in its capacity as Initial Purchaser) and the other Underwriters, the undersigned hereby certifies on behalf of Column that (i) the representations and warranties of Column in the Agreements are true and correct in all material respects at and as of the date hereof (or, in the case of any particular representation or warranty set forth in Exhibit C to the Mortgage Loan Purchase Agreement, as of such other date provided for in such representation or warranty) with the same effect as if made on the date hereof; provided, however, that in the case of the representations and warranties set forth in Exhibit C to the Mortgage Loan Purchase Agreement, such representations and warranties are subject to the exceptions set forth in Schedule C-1 thereto and Section 19 thereof; and (ii) Column has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this ___ day of March, 2007. COLUMN FINANCIAL, INC. By:____________________________________ Name: Title: