Exhibit 99.1
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this
"Agreement")
is dated and effective as of November 1, 2006, between Bank of
America, National
Association, as seller (the "Seller" or "Bank of America"), and
Banc of America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or
"BACM").
The Seller desires to sell, assign, transfer and otherwise
convey
to the Purchaser, and the Purchaser desires to purchase, subject to
the terms
and conditions set forth below, the multifamily and commercial
mortgage loans
(the "Mortgage Loans") identified on the schedule annexed hereto as
Schedule I
(the "Mortgage Loan Schedule"), except that the Seller will retain
the master
servicing rights (the "Servicing Rights") with regard to the
Mortgage Loans in
its capacity as Master Servicer (as defined below) and shall enter
into certain
Sub-Servicing Agreements with Sub-Servicers, all as contemplated in
the Pooling
and Servicing Agreement (as defined below).
The Purchaser intends to transfer or cause the transfer of: (i)
the Mortgage Loans and (ii) certain mortgage loans transferred by
BSCMI to the
Purchaser pursuant to a mortgage loan purchase and sale agreement,
dated as of
the date hereof between BSCMI and the Purchaser, to a trust (the
"Trust")
created pursuant to the Pooling and Servicing Agreement (as defined
below).
Beneficial ownership of the assets of the Trust (such assets
collectively, the
"Trust Fund") will be evidenced by a series of commercial mortgage
pass-through
certificates (the "Certificates"). Certain classes of the
Certificates will be
rated by Standard & Poor's Ratings Services, a division of The
McGraw-Hill
Companies, Inc. and/or Moody's Investors Service, Inc. (together,
the "Rating
Agencies"). Certain classes of the Certificates (the "Offered
Certificates")
will be registered under the Securities Act of 1933, as amended
(the "Securities
Act"). The Trust will be created and the Certificates will be
issued pursuant to
a pooling and servicing agreement to be dated as of November 1,
2006 (the
"Pooling and Servicing Agreement"), among BACM, as depositor, Bank
of America,
National Association, as master servicer (the "Master Servicer"),
CWCapital
Asset Management, LLC, as special servicer (the "Special
Servicer"), and Wells
Fargo Bank, N.A., as trustee (in such capacity, the "Trustee") and
as REMIC
administrator. Capitalized terms used but not otherwise defined
herein have the
respective meanings assigned to them in the Pooling and Servicing
Agreement.
BACM intends to sell the Offered Certificates to Banc of
America
Securities LLC ("BAS"), Bear, Stearns & Co. Inc. ("Bear
Stearns"), Citigroup
Global Markets Inc. ("Citigroup") and Morgan Stanley & Co.
Incorporated ("Morgan
Stanley" and, collectively with BAS, Bear Stearns and Citigroup,
the
"Underwriters") pursuant to an underwriting agreement, dated as of
November 20,
2006 (the "Underwriting Agreement"). BACM intends to sell the
remaining Classes
of Certificates (the "Non-Offered Certificates") to BAS and Bear
Stearns and, as
initial purchasers (together, the "Initial Purchasers"), pursuant
to a
certificate purchase agreement, dated as of November 20, 2006 (the
"Certificate
Purchase Agreement"), among BACM, BAS, and Bear Stearns. The
Offered
Certificates are more fully described in the prospectus dated
November 20, 2006
(the "Base Prospectus"), and the supplement to the Base Prospectus
dated
November 20, 2006 (the "Prospectus Supplement"; and, together with
the Base
Prospectus, the "Prospectus"), as each may be amended or
supplemented at any
time hereafter. The privately offered Non-Offered Certificates are
more fully
described in a private placement memorandum, dated November 20,
2006 (the
"Memorandum"), as it may be amended or supplemented at any time
hereafter.
The Seller will indemnify the Underwriters, the Initial
Purchasers and certain related parties with respect to certain
disclosure
regarding the Mortgage Loans and contained in the Prospectus, the
Memorandum and
certain other disclosure documents and offering materials relating
to the
Certificates, pursuant to an indemnification agreement, dated as of
November 20,
2006 (the "Indemnification Agreement"), among the Seller, the
Purchaser, the
Underwriters and the Initial Purchasers.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase and Sell.
The Seller agrees to sell, and the Purchaser agrees to
purchase,
the Mortgage Loans. The closing for the purchase and sale of the
Mortgage Loans
shall take place on the Closing Date. The purchase price for the
Mortgage Loans
shall be an amount agreed upon by the parties in a separate
writing, which
amount includes interest accrued on the Mortgage Loans after the
Cut-off Date
and takes into account credits, sales concessions, any related
Interest Deposit
Amount and such other adjustments as agreed to between the parties
in a separate
writing which amount shall be payable on or about November 29, 2006
in
immediately available funds. The Purchaser shall be entitled to all
interest
accrued on the Mortgage Loans on and after the Cut-off Date and all
principal
payments received on the Mortgage Loans after the Cut-off Date
except for
principal and interest payments due and payable on the Mortgage
Loans on or
before the Cut-off Date, which shall belong to the Seller.
SECTION 2. Conveyance of the Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt
of
the purchase price referred to in Section 1 hereof and satisfaction
of the other
conditions set forth herein, the Seller will transfer, assign, set
over and
otherwise convey to the Purchaser, without recourse, but subject to
the terms
and conditions of this Agreement, all the right, title and interest
of the
Seller in and to the Mortgage Loans (other than the Servicing
Rights), including
without limitation all principal and interest due on or with
respect to the
Mortgage Loans after the Cut-off Date, together with Bank of
America's right,
title and interest in and to any related insurance policies and all
other
documents in the related Mortgage Files.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after
the Cut-off
Date, and all other recoveries of principal and interest collected
thereon after
the Cut-off Date (other than scheduled payments of principal and
interest due on
the Mortgage Loans on or before the Cut-off Date and collected
after the Cut-off
Date, which shall belong and be promptly remitted to the
Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement,
the Seller
shall deliver or cause to be delivered to the Purchaser or, if so
directed by
the Purchaser, to the Trustee or a custodian designated by the
Trustee (a
"Custodian"), the documents, instruments and agreements required to
be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling
and Servicing
Agreement, and meeting all the requirements of such Section 2.01,
and such other
documents, instruments and agreements as the Purchaser or the
Trustee shall
reasonably request.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered to the Trustee the Mortgage File for each
Mortgage Loan.
All Mortgage Files delivered prior to the Closing Date will be held
by the
Trustee in escrow at all times prior to the Closing Date. Each
Mortgage File
shall contain the documents set forth in the definition of Mortgage
File under
the Pooling and Servicing Agreement.
(e) If the Seller is unable to deliver or cause the delivery of
any original Mortgage Note, it may deliver a copy of such Mortgage
Note,
together with a lost note affidavit, and indemnity, and shall
thereby be deemed
to have satisfied the document delivery requirement. If the Seller
cannot so
deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a
copy of any of the documents and/or instruments referred to in
clauses (ii),
(iii), (vi), (viii) and (x) of the definition of "Mortgage File" in
the Pooling
and Servicing Agreement, with evidence of recording or filing (if
applicable,
and as the case may be) thereon, solely because of a delay caused
by the public
recording or filing office where such document or instrument has
been delivered
for recordation or filing, as the case may be, so long as a copy of
such
document or instrument, certified by the Seller as being a copy of
the document
deposited for recording or filing, has been delivered, and then
subject to the
requirements of Section 4(d), the delivery requirements of Section
2(c) shall be
deemed to have been satisfied as to such missing item, and such
missing item
shall be deemed to have been included in the related Mortgage File.
If the
Seller cannot or does not so deliver, or cause to be delivered, as
to any
Mortgage Loan, the original of any of the documents and/or
instruments referred
to in clauses (iv) and (v) of the definition of "Mortgage File" in
the Pooling
and Servicing Agreement, because such document or instrument has
been delivered
for recording or filing, as the case may be, then subject to
Section 4(d), the
delivery requirements of Section 2(c) shall be deemed to have been
satisfied as
to such missing item, and such missing item shall be deemed to have
been
included in the related Mortgage File. If the Seller cannot so
deliver, or cause
to be delivered, as to any Mortgage Loan, the Title Policy solely
because such
policy has not yet been issued, the delivery requirements of
Section 2(c) shall
be deemed to be satisfied as to such missing item, and such missing
item shall
be deemed to have been included in the related Mortgage File,
provided that the
Seller, shall have delivered to the Trustee or a Custodian
appointed thereby, on
or before the Closing Date, a binding commitment for title
insurance "marked-up"
at the closing of such Mortgage Loan countersigned by the related
title company
or its authorized agent.
(f) [Reserved].
(g) In connection with its assignment of the Mortgage Loans
hereunder, the Seller hereby expressly assigns to or at the
direction of the
Depositor to the Trustee for the benefit of the Certificateholders
any and all
rights it may have with respect to representations and warranties
made by a
third party originator with respect to any Mortgage Loan under the
mortgage loan
purchase agreement between the Seller and such third party
originator that
originated such Mortgage Loan pursuant to which the Seller
originally acquired
such Mortgage Loan from such third party originator.
(h) If and when the Seller is notified of or discovers any
error
in the Mortgage Loan Schedule attached to this Agreement as to
which a Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan
Schedule and
distribute such amended Mortgage Loan Schedule to the parties to
the Pooling and
Servicing Agreement; provided, however, that the correction or
amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure
of a Material
Breach.
(i) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the
transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to
the Purchaser
in exchange for the consideration referred to in Section 1 hereof.
In connection
with the foregoing, the Seller shall cause all of its records to
reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage Files and Due Diligence
Review.
The Seller shall reasonably cooperate with an examination of
the
Mortgage Files and Servicing Files for the Mortgage Loans that may
be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has
conducted or
has failed to conduct any partial or complete examination of such
Mortgage Files
and/or Servicing Files shall not affect the Purchaser's (or any
other specified
beneficiary's) right to pursue any remedy available hereunder for a
breach of
the Seller's representations and warranties set forth in Section 4,
subject to
the terms and conditions of Section 4(c).
SECTION 4. Representations, Warranties and Covenants of the
Seller.
(a) The Seller hereby represents and warrants to and for the
benefit of the Purchaser as of the Closing Date that:
(i) The Seller is a national banking association, duly
authorized, validly existing and in good standing under the laws of
the
United States of America.
(ii) The execution and delivery of this Agreement by the
Seller,
and the performance of Seller's obligations under this Agreement,
will
not violate the Seller's organizational documents or constitute
a
default (or an event which, with notice or lapse of time, or both,
would
constitute a default) under, or result in the breach of, any
material
agreement or other instrument to which it is a party or which
is
applicable to it or any of its assets, which default or breach, in
the
Seller's good faith and commercially reasonable judgment is likely
to
affect materially and adversely either the ability of the Seller
to
perform its obligations under this Agreement or its financial
condition.
(iii) The Seller has the full power and authority to enter into
and perform its obligations under this Agreement, has duly
authorized
the execution, delivery and performance of this Agreement, and has
duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and
binding
obligation of the Seller, enforceable against the Seller in
accordance
with the terms hereof, subject to (A) applicable bankruptcy,
insolvency,
reorganization, fraudulent transfer, moratorium and other laws
affecting
the enforcement
of creditors' rights generally and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with
the
terms of this Agreement will not constitute a violation of, any
law, any
order or decree of any court or arbiter, or any order, regulation
or
demand of
any federal, state or local governmental or regulatory
authority, which violation, in the Seller's good faith and
reasonable
judgment, is likely to affect materially and adversely either
the
ability of the Seller to perform its obligations under this
Agreement or
the financial condition of the Seller.
(vi) No litigation is pending with regard to which the Seller
has
received service of process or, to the best of the Seller's
knowledge,
threatened
against the Seller which if determined adversely to the
Seller would prohibit the Seller from entering into this Agreement,
or
in the Seller's good faith and reasonable judgment, would be likely
to
materially and adversely affect either the ability of the Seller
to
perform its obligations under this Agreement or the financial
condition
of the Seller.
(vii) No consent, approval, authorization or order of, or
filing
or registration with, any state or federal court or governmental
agency
or body is required for the consummation by the Seller of the
transactions contemplated herein, except for those consents,
approvals,
authorizations or orders that previously have been obtained and
those
filings and registrations that previously have been completed,
and
except for those filings and recordings of Mortgage Loan documents
and
assignments thereof that are contemplated by the Pooling and
Servicing
Agreement to be completed after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed
on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date
(or as of
such other dates specifically provided in the particular
representation and
warranty), with respect to (and solely with respect to) each
Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller
thereof in writing
and request that the Seller correct or cure such Material Breach or
Material
Document Defect. Within 90 days of the earlier of discovery or
receipt of
written notice by the Seller that there has been a Material Breach
or a Material
Document Defect (such 90-day period, the "Initial Resolution
Period"), the
Seller shall (i) cure such Material Breach or Material Document
Defect, as the
case may be, in all material respects or (ii) repurchase each
affected Mortgage
Loan or REO Loan (each, a "Defective Mortgage Loan") at the related
Purchase
Price in accordance with the terms hereof and, if applicable, the
terms of the
Pooling and Servicing Agreement, with payment to be made in
accordance with the
reasonable directions of the Purchaser; provided that if the Seller
certifies in
writing to the Purchaser (i) that, as evidenced by an accompanying
Opinion of
Counsel, any such Material Breach or Material Document Defect, as
the case may
be, does not and will not cause the Defective Mortgage Loan, to
fail to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, (ii)
that such Material Breach or Material Document Defect, as the case
may be, is
capable of being corrected or cured but not within the applicable
Initial
Resolution Period, (iii) that the Seller has commenced and is
diligently
proceeding with the cure of such Material Breach or Material
Document Defect, as
the case may be, within the applicable Initial Resolution Period,
and (iv) that
the Seller anticipates that such Material Breach or Material
Document Defect, as
the case may be, will be corrected or cured within an additional
period not to
exceed the Resolution Extension Period (as defined below), then the
Seller shall
have an additional period equal to the applicable Resolution
Extension Period to
complete such correction or cure or, failing such, to repurchase
the Defective
Mortgage Loan; and provided, further, 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 Regulations
Section
1.860G-2(f)), and if the Defective Mortgage Loan is still subject
to the Pooling
and Servicing Agreement, the Seller may, at its option, in lieu of
repurchasing
such Defective Mortgage Loan (but, in any event, no later than such
repurchase
would have to have been completed), (i) replace such Defective
Mortgage Loan
with one or more substitute mortgage loans that individually and
collectively
satisfy the requirements of the definition of "Qualifying
Substitute Mortgage
Loan" set forth in the Pooling and Servicing Agreement, and (ii)
pay any
corresponding Substitution Shortfall Amount, such substitution and
payment to be
effected in accordance with the terms of the Pooling and Servicing
Agreement.
Any such repurchase or replacement of a Defective Mortgage Loan
shall be on a
whole loan, servicing released basis. The Seller shall have no
obligation to
monitor the Mortgage Loans regarding the existence of a Material
Breach or
Material Document Defect, but if the Seller discovers a Material
Breach or
Material Document Defect with respect to a Mortgage Loan, it will
notify the
Purchaser.
For purposes of this Section 4(c), "Resolution Extension
Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect
to
any Mortgage Loan, the 90-day period following the end of the
applicable
Initial Resolution Period;
(ii)
for purposes of remediating a Material Document Defect with
respect to any Mortgage Loan that is not a Specially Serviced Loan
at
the commencement of, and does not become a Specially Serviced
Loan
during, the applicable Initial Resolution Period, the period
commencing
at the end of the applicable Initial Resolution Period and ending
on,
and including, the earlier of (i) the 90th day following the end of
such
Initial Resolution Period and (ii) the 45th day following receipt
by the
Seller of written notice from the Master Servicer or the
Special
Servicer of the occurrence of any Servicing Transfer Event with
respect
to such Mortgage Loan subsequent to the end of such Initial
Resolution
Period;
(iii) for purposes of remediating a Material Document Defect
with
respect to any Mortgage Loan that is a not a Specially Serviced
Loan as
of the commencement of the applicable Initial Resolution Period,
but as
to which a Servicing Transfer Event occurs during such Initial
Resolution Period, the period commencing at the end of the
applicable
Initial Resolution Period and ending on, and including, the 90th
day
following receipt by the Seller of written notice from the
Master
Servicer or the Special Servicer of the occurrence of such
Servicing
Transfer Event; and
(iv) for purposes of remediating a Material Document Defect
with
respect to any Mortgage Loan that is a Specially Serviced Loan as
of the
commencement of the applicable Initial Resolution Period, zero
days;
provided, however, that if the Seller did not receive written
notice
from the Master Servicer or the Special Servicer of the
relevant
Servicing Transfer Event as of the commencement of the
applicable
Initial Resolution Period, then such Servicing Transfer Event shall
be
deemed to have occurred during such Initial Resolution Period and
the
immediately preceding clause (iii) of this definition will be
deemed to
apply.
In addition, the applicable Seller shall have an additional 90
days to cure such Material Document Defect or Material Breach,
provided that the
Seller has commenced and is diligently proceeding with the cure of
such Material
Document Defect or Material Breach and such failure to cure is
solely the result
of a delay in the return of documents from the local filing or
recording
authorities.
If one or more of the Mortgage Loans constituting a
Cross-Collateralized Group are the subject of a Breach or Document
Defect, then,
for purposes of (i) determining whether such Breach or Document
Defect is a
Material Breach or Material Document Defect, as the case may be,
and (ii) the
application of remedies, such Cross-Collateralized Group shall be
treated as a
single Mortgage Loan.
If (x) any Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) such Mortgage
Loan is a
Cross-Collateralized Mortgage Loan or part of a portfolio of
Mortgaged
Properties (that provides that a property may be uncrossed from the
other
Mortgaged Properties) and (z) the applicable Material Breach or
Material
Document Defect does not constitute a Material Breach or Material
Document
Defect, as the case may be, as to any related Cross-Collateralized
Mortgage Loan
or applies to only specific Mortgaged Properties included in such
portfolio
(without regard to this paragraph), then the applicable Material
Breach or
Material Document Defect (as the case may be) will be deemed to
constitute a
Material Breach or Material Document Defect (as the case may be) as
to any
related Cross-Collateralized Mortgage Loan and to each other
Mortgaged Property
included in such portfolio and the Seller shall repurchase or
substitute for any
related Cross-Collateralized Mortgage Loan in the manner described
above unless,
in the case of a Material Breach or Material Document Defect, both
of the
following conditions would be satisfied if the Seller were to
repurchase or
substitute for only the affected Cross-Collateralized Mortgage
Loans or affected
Mortgaged Properties as to which a Material Breach or Material
Document Defect
had occurred without regard to this paragraph: (i) the debt service
coverage
ratio for any remaining Cross-Collateralized Mortgage Loans or
Mortgaged
Properties for the four calendar quarters immediately preceding the
repurchase
or substitution is not less than the greater of (a) the debt
service coverage
ratio immediately prior to the repurchase, (b) the debt service
coverage ratio
on the Closing Date, and (c) 1.25x and (ii) the loan-to-value ratio
for any
remaining Cross-Collateralized Mortgage Loans or Mortgaged
Properties is not
greater than the lesser of (a) the loan-to-value ratio immediately
prior to the
repurchase, (b) the loan-to-value ratio on the Closing Date, and
(c) 75%. In the
event that both of the conditions set forth in the preceding
sentence would be
satisfied, the Seller may elect either to repurchase or substitute
for only the
affected Cross-Collateralized Mortgage Loan or Mortgaged Properties
as to which
the Material Breach or Material Document Defect exists or to
repurchase or
substitute for the aggregate Cross-Collateralized Mortgage Loans or
Mortgaged
Properties.
To the extent that the Seller repurchases or substitutes for an
affected Cross-Collateralized Mortgage Loan or Mortgaged Property
in the manner
prescribed above while the Trustee continues to hold any
related
Cross-Collateralized Mortgage Loans, the Seller and the Depositor
shall either
uncross the repurchased Cross-Collateralized Mortgage Loan or
affected Mortgaged
Property or, in the case of a Cross-Collateralized Mortgage Loan,
forbear from
enforcing any remedies against the other's Primary Collateral (as
defined
below), but each is permitted to exercise remedies against the
Primary
Collateral securing its respective affected Cross-Collateralized
Mortgage Loans
or Mortgaged Properties, including, with respect to the Trustee,
the Primary
Collateral securing Mortgage Loans still held by the Trustee, so
long as such
exercise does not impair the ability of the other party to exercise
its remedies
against its Primary Collateral. If the exercise of remedies by one
party would
impair the ability of the other party to exercise its remedies with
respect to
the Primary Collateral securing the Cross-Collateralized Mortgage
Loans or
Mortgaged Properties held by such party, then both parties shall
forbear from
exercising such remedies until the related Mortgage Loan documents
can be
modified to remove the threat of impairment as a result of the
exercise of
remedies. "Primary Collateral" shall mean the Mortgaged Property
directly
securing a Cross-Collateralized Mortgage Loan excluding, however,
any Mortgaged
Property as to which the related lien may only be foreclosed upon
by exercise of
cross-collateralization of such loans.
Whenever one or more mortgage loans are substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c), the
Seller shall
(i) deliver the related Mortgage File for each such substitute
mortgage loan to
the Purchaser or its designee, (ii) certify that such substitute
mortgage loan
satisfies or such substitute mortgage loans satisfy, as the case
may be, all of
the requirements of the definition of "Qualifying Substitute
Mortgage Loan" set
forth in the Pooling and Servicing Agreement and (iii) send such
certification
to the Purchaser or its designee. No mortgage loan may be
substituted for a
Defective Mortgage Loan as contemplated by this Section 4(c) if the
Defective
Mortgage Loan to be replaced was itself a Replacement Mortgage
Loan, in which
case, absent correction or cure, in all material respects, of the
relevant
Material Breach or Material Document Defect, the Defective Mortgage
Loan will be
required to be repurchased as contemplated hereby. Monthly Payments
due with
respect to each Replacement Mortgage Loan (if any) after the
related date of
substitution, and Monthly Payments due with respect to each
Defective Mortgage
Loan (if any) after the Cut-off Date (or, in the case of a
Replacement Mortgage
Loan, after the date on which it is added to the Trust Fund) and on
or prior to
the related date of repurchase or replacement, shall belong to the
Purchaser and
its successors and assigns. Monthly Payments due with respect to
each
Replacement Mortgage Loan (if any) on or prior to the related date
of
substitution, and Monthly Payments due with respect to each
Defective Mortgage
Loan (if any) after the related date of repurchase or replacement,
shall belong
to the Seller.
If any Defective Mortgage Loan is to be repurchased or replaced
as contemplated by this Section 4, the Seller shall amend the
Mortgage Loan
Schedule attached to this Agreement to reflect the removal of the
Defective
Mortgage Loan and, if applicable, the substitution of the related
Replacement
Mortgage Loan(s) and shall forward such amended schedule to the
Purchaser.
Except as set forth in Section 4(f), it is understood and
agreed
that the obligations of the Seller set forth in this Section 4(c)
to cure a
Material Breach or a Material Document Defect or repurchase or
replace the
related Defective Mortgage Loan(s), constitute the sole remedies
available to
the Purchaser with respect to any Breach or Document Defect.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c)
that the
Purchaser shall have executed and delivered such instruments of
transfer or
assignment then presented to it by the Seller, in each case without
recourse, as
shall be necessary to vest in the Seller the legal and beneficial
ownership of
such Defective Mortgage Loan (including any property acquired in
respect thereof
or proceeds of any insurance policy with respect thereto ), to the
extent that
such ownership interest was transferred to the Purchaser
hereunder.
(d) Subject to the specific delivery requirements set forth in
the Pooling and Servicing Agreement, if the Seller cannot deliver
on the Closing
Date any document that is required to be part of the Mortgage File
for any
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain,
and
deliver to the Purchaser or its designee, all documents missing
from
such Mortgage File that were required to be delivered by the
Seller;
(ii) the Seller shall provide the Purchaser with periodic
reports
regarding its efforts to complete such Mortgage File, such reports
to be
made on the 90th day following the Closing Date and every 90
days
thereafter until the Seller has delivered to the Purchaser or
its
designee all documents required to be delivered by the Seller as
part of
such Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its
designee of any notice of any remaining deficiencies to such
Mortgage
File as of the 90th day following the Closing Date, the Seller
shall
reconfirm its obligation to complete such Mortgage File and to
correct
all deficiencies associated therewith, and, if it fails to do so
within
45 days after its receipt of such notice, the Seller shall deliver
to
the Purchaser or its designee a limited power of attorney (in a
form
reasonably acceptable to the Seller and the Purchaser) permitting
the
Purchaser or its designee to execute all endorsements (without
recourse)
and to execute and, to the extent contemplated by the Pooling
and
Servicing Agreement, record all instruments or transfer and
assignment
with respect to the subject Mortgage Loan, together with funds
reasonably estimated by the Purchaser to be necessary to cover the
costs
of such recordation;
(iv) the Seller shall reimburse the Purchaser and all parties
under the Pooling and Servicing Agreement for any out-of-pocket
costs
and expenses resulting from the Seller's failure to deliver all
documents required to be part of such Mortgage File; and
(v) the Seller shall otherwise use commercially reasonable
efforts to cooperate with the Purchaser and any parties under
the
Pooling and Servicing Agreement in any remedial efforts for which
a
Document Defect with respect to such Mortgage File would otherwise
cause
a delay.
(e) For so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any serviced Companion Loan that is deposited into
another
securitization, the depositor for such other securitization) and
the Trustee
with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure
set forth next to the Purchaser's name on the schedules pertaining
to
information required by Regulation AB attached to the Pooling and
Servicing
Agreement, within the time periods set forth in Article XI of the
Pooling and
Servicing Agreement.
(f) With respect to any action taken concerning "due-on-sale"
or
a "due-on-encumbrance" clause as set forth in Section 3.08(a) of
the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related
thereto,
including any fee charged by a Rating Agency that is rendering a
written
confirmation, to the extent that the related Mortgage Loan
documents do not
permit the lender to require payment of such fees and expenses from
the
Mortgagor and the Master Servicer or the Special Servicer, as
applicable, has
requested that the related Mortgagor pay such fees and expenses and
such
Mortgagor refuses to do so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
(ii) No consent, approval, authorization or order of, or filing
or
registration with, any state or federal court or governmental
agency
or body is required for the consummation by the Purchaser of
the
transactions contemplated herein, except for those consents,
approvals,
authorizations or orders that previously have been obtained and
those
filings and registrations that previously have been completed,
and
except for those filings of Mortgage Loan documents and
assignments
thereof that are contemplated by the Pooling and Servicing
Agreement to
be completed after the Closing Date.
(iii) The execution and delivery of this Agreement by the
Purchaser, and the performance and compliance with the terms of
this
agreement by the Purchaser, will not violate the Purchaser's
certificate
of incorporation or by-laws or constitute a default (or an event
which,
with notice or lapse of time, or both, would constitute a
default)
under, or result in the breach of, any material agreement or
other
instrument to which it is a party or which is applicable to it or
any of
its assets.
(iv) The Purchaser has the full power and authority to enter
into
and consummate all transactions contemplated by this Agreement, has
duly
authorized the execution, delivery and performance of this
Agreement,
and has duly executed and delivered this Agreement.
(v) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding
obligation of the Purchaser, enforceable against the Purchaser
in
accordance with the terms hereof, subject to (A) applicable
bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the
enforcement of creditors' rights generally, and (B) general
principles
of equity, regardless of whether such enforcement is considered in
a
proceeding in equity or at law.
(vi) The Purchaser is not in violation of, and its execution
and
delivery of this Agreement and its performance and compliance with
the
terms of this Agreement will not constitute a violation of, any
law, any
order or decree of any court or arbiter, or any order, regulation
or
demand of any federal, state or local governmental or
regulatory
authority, which violation, in the Purchaser's good faith and
reasonable
judgment, is likely to affect materially and adversely either
the
ability of the Purchaser to perform its obligations under this
Agreement
or the financial condition of the Purchaser.
(vii) No litigation is pending with regard to which the
Purchaser
has received service of process or, to the best of the
Purchaser's
knowledge, threatened against the Purchaser which would prohibit
the
Purchaser from entering into this Agreement or, in the Purchaser's
good
faith and reasonable judgment, is likely to materially and
adversely
affect either the ability of the Purchaser to perform its
obligations
under this Agreement or the financial condition of the
Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and
their
affiliates, that may be entitled to any commission or compensation
in
connection with the sale of the Mortgage Loans or the consummation
of
any of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
The parties hereto shall cooperate with Ernst & Young, LLP
(the
"Accountants") in making available all information and taking all
steps
reasonably necessary to permit the Accountants to deliver the
letters required
by the Underwriting Agreement.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing")
shall be held at the offices of Cadwalader, Wickersham & Taft
LLP, 227 West
Trade Street, Suite 2400, Charlotte, North Carolina 28202 at 10:00
a.m.,
Charlotte time, on the Closing Date.
The Closing shall be subject to each of the following
conditions,
which can only be waived or modified by mutual consent of the
parties hereto.
(i) All of the representations and warranties of the Seller and
of the Purchaser specified in Sections 4 and 5 hereof shall be true
and
correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement
(the
"Closing Documents"), in such forms as are agreed upon and
reasonably
acceptable to the Purchaser and Seller, shall be duly executed
and
delivered by all signatories as required pursuant to the
respective
terms thereof;
(iii) The Seller shall have delivered and released to the
Purchaser, the Trustee or a Custodian, or the Master Servicer shall
have
received to hold in trust pursuant to the Pooling and Servicing
Agreement, as the case may be, all documents and funds required to
be so
delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof;
(iv) The result of any examination of the Mortgage Files and
Servicing Files for
the Mortgage Loans performed by or on behalf of the
Purchaser pursuant to Section 3 hereof shall be satisfactory to
the
Purchaser in its reasonable determination;
(v) All other terms and conditions of this Agreement required
to
be complied with on or before the Closing Date shall have been
complied
with, and the Seller shall have the ability to comply with all
terms and
conditions and perform all duties and obligations required to
be
complied with or performed after the Closing Date;
(vi) The Seller (or an affiliate thereof) shall have paid or
agreed to pay all fees, costs and expenses payable to the Purchaser
or
otherwise pursuant to this Agreement; and
(vii) Neither the Certificate Purchase Agreement nor the
Underwriting Agreement shall have been terminated in accordance
with its
terms.
Both parties agree to use their commercially reasonable best
efforts to perform their respective obligations hereunder in a
manner that will
enable the Purchaser to purchase the Mortgage Loans on the Closing
Date.
SECTION 8. Closing Documents.
(a) The Closing Documents shall consist of the following, and
can
only be waived and modified by mutual consent of the parties
hereto:
(b) This Agreement, duly executed and delivered by the
Purchaser
and the Seller, and the Pooling and Servicing Agreement, duly
executed and
delivered by the Purchaser and all the other parties thereto;
and
(c) An Officer's Certificate executed by an authorized officer
of
the Seller, in his or her individual capacity, and dated the
Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as
exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Comptroller of the Currency , dated not earlier than 30 days prior
to the
Closing Date; and
(e) A certificate of the Seller, executed by an executive
officer
or authorized signatory of the Seller and dated the Closing Date,
and upon which
the Purchaser, the Underwriters and the Initial Purchasers may rely
to the
effect that (i) the representations and warranties of the Seller in
the
Agreement are true and correct in all material respects at and as
of the date
hereof with the same effect as if made on the date hereof, and (ii)
the Seller
has, in all material respects, complied with all the agreements and
satisfied
all the conditions on its part required under the Agreement to be
performed or
satisfied at or prior to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to
such
reasonable assumptions and qualifications as may be requested by
counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser,
the
Underwriters and the Initial Purchasers, dated the Closing Date and
addressed to
the Purchaser, the Underwriters, the Trustee, the Initial
Purchasers and each
Rating Agency; and
(g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of
the
Certificates; and
(h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the
respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the
date of any preliminary Prospectus Supplement, Prospectus
Supplement and
Memorandum, respectively, and addressed to, and in form and
substance acceptable
to the Purchaser and the Underwriters in the case of the
preliminary Prospectus
Supplement and the Prospectus Supplement and to the Purchaser and
the Initial
Purchasers in the case of the Memorandum stating in effect that,
using the
assumptions and methodology used by the Purchaser, all of which
shall be
described in such letters, they have recalculated such numbers and
percentages
relating to the Mortgage Loans set forth in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum, compared
the results
of their calculations to the corresponding items in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum,
respectively, and
found each such number and percentage set forth in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum,
respectively, to be in
agreement with the results of such calculations.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with
the
transactions contemplated hereunder (including without limitation,
the issuance
of the Certificates as contemplated by the Pooling and Servicing
Agreement)
shall be allocated and as set forth in a separate writing between
the parties.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally
delivered to
or mailed, by registered mail, postage prepaid, by overnight mail
or courier
service, or transmitted by facsimile and confirmed by a similar
mailed writing,
if to the Purchaser, addressed to Banc of America Commercial
Mortgage Inc., 214
North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255,
Attention:
Stephen Hogue, telecopy number: (704) 386-1094 (with copies to Paul
E. Kurzeja,
Esq., Assistant General Counsel, at Bank of America Corporate
Center, 101 South
Tryon Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina
28255 and to
Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227
West Trade Street,
Suite 2400, Charlotte, North Carolina 28202), or such other address
as may
hereafter be furnished to the Seller in writing by the Purchaser;
if to the
Seller, addressed to Bank of America, National Association, 214
North Tryon
Street, NC1-027-22-03, Charlotte, North Carolina 28255, Attention:
Stephen L.
Hogue, telecopy number: (704) 386-1094 (with copies to Paul E.
Kurzeja, Esq.,
Assistant General Counsel, at Bank of America Corporate Center, 101
South Tryon
Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina 28255
and to Henry
A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West
Trade Street, Suite
2400, Charlotte, North Carolina 28202), or to such other addresses
as may
hereafter be furnished to the Purchaser by the Seller in
writing.
SECTION 11. Representations, Warranties and Agreements to
Survive
Delivery.
All representations, warranties and agreements contained in
this
Agreement, incorporated herein by reference or contained in the
certificates of
officers of the Seller submitted pursuant hereto, shall remain
operative and in
full force and effect and shall survive delivery of the Mortgage
Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to
the Trustee.
SECTION 12. Severability of Provisions.
Any part, provision, representation, warranty or covenant of
this
Agreement that is prohibited or which is held to be void or
unenforceable shall
be ineffective to the extent of such prohibition or
unenforceability without
invalidating the remaining provisions hereof. Any part,
provision,
representation, warranty or covenant of this Agreement that is
prohibited or
unenforceable or is held to be void or unenforceable in any
particular
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of
such prohibition or unenforceability without invalidating the
remaining
provisions hereof, and any such prohibition or unenforceability in
any
particular jurisdiction shall not invalidate or render
unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law,
the parties hereto waive any provision of law which prohibits or
renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which
together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL
OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE
STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT
PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY
IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL
COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING
TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION
OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may,
from time to
time, reasonably request in order to effectuate the purposes and to
carry out
the terms of this Agreement.
SECTION 16. Successors and Assigns.
The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written
consent of the
Purchaser, except that any person into which the Seller may be
merged or
consolidated, or any corporation or other entity resulting from any
merger,
conversion or consolidation to which the Seller is a party, or any
person
succeeding to all or substantially all of the business of the
Seller, shall be
the successor to the Seller hereunder. In connection with its
transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto,
the
Purchaser shall have the right to assign its rights and obligations
under this
Agreement to the Trustee for the benefit of the Certificateholders.
To the
extent of any such assignment, the Trustee or its designee
(including, without
limitation, the Special Servicer) shall be deemed to be the
Purchaser hereunder
with the right for the benefit of the Certificateholders to enforce
the
obligations of the Seller under this Agreement as contemplated by
Section 2.03
of the Pooling and Servicing Agreement. In connection with the
transfer of any
Mortgage Loan by the Trust as contemplated by the terms of the
Pooling and
Servicing Agreement, the Trustee, for the benefit of the
Certificateholders, is
expressly authorized to assign its rights and obligations under
this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To
the extent of
any such assignment, such transferee shall be deemed to be the
Purchaser
hereunder (but solely with respect to such Mortgage Loan that was
transferred to
it). Subject to the foregoing, this Agreement shall bind and inure
to the
benefit of and be enforceable by the Seller, the Purchaser, and
their permitted
successors and assigns.
SECTION 17. Amendments.
No term or
provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a
duly authorized
officer of the party against whom such waiver or modification is
sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loans.
The parties hereto intend that the conveyance by the Seller
agreed to be made hereby shall be, and be construed as a sale by
the Seller of
all of the Seller's right, title and interest in and to the
Mortgage Loans. It
is, further, not intended that such conveyance be deemed a pledge
of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or
other
obligation of the Seller, as the case may be. However, in the event
that
notwithstanding the intent of the parties, the Mortgage Loans are
held to be
property of the Seller, or if for any reason this Agreement is held
or deemed to
create a security interest in the Mortgage Loans, then it is
intended that, (i)
this Agreement shall also be deemed to be a security agreement
within the
meaning of Article 9 of the New York Uniform Commercial Code and
the Uniform
Commercial Code of any other applicable jurisdiction; and (ii) the
conveyance
provided for in this Section shall be deemed to be a grant by the
Seller to the
Purchaser of a security interest in all of its right (including the
power to
convey title thereto), title and interest, whether now owned or
hereafter
acquired, in and to (A) the Mortgage Notes, the Mortgages, any
related insurance
policies and all other documents in the related Mortgage Files, (B)
all amounts
payable to the holders of the Mortgage Loans in accordance with the
terms
thereof (other then scheduled payments of interest and principal
due on or
before the Cut-off Date) and (C) all proceeds of the conversion,
voluntary or
involuntary, of the foregoing into cash, instruments, securities or
other
property, whether in the form of cash, instruments, securities or
other
property. The Seller and the Purchaser shall, to the extent
consistent with this
Agreement, take such actions as may be necessary to ensure that, if
this
Agreement were deemed to create a security interest in the Mortgage
Loans, such
security interest would be deemed to be a perfected security
interest of first
priority under applicable law and will be maintained as such
throughout the term
of this Agreement and the Pooling and Servicing Agreement. In
connection
herewith, the Purchaser shall have all of the rights and remedies
of a secured
party and creditor under the Uniform Commercial Code as in force in
the relevant
jurisdiction.
SECTION 19. Cross-Collateralized Mortgage Loans.
Notwithstanding anything herein to the contrary, it is hereby
acknowledged that certain groups of Mortgage Loans are, in the case
of each such
particular group of Mortgage Loan (each a "Cross-Collateralized
Group"), by
their terms, cross-defaulted and cross-collateralized. Each
Cross-Collateralized
Group is identified on the Mortgage Loan Schedule. For purposes of
reference,
the Mortgaged Property that relates or corresponds to any of the
Mortgage Loans
referred to in this Section 19 shall be the property identified in
the Mortgage
Loan Schedule as corresponding thereto. The provisions of this
Agreement,
including without limitation, each of the representations and
warranties set
forth in Schedule II hereto and each of the capitalized terms used
but not
defined herein but defined in the Pooling and Servicing Agreement,
shall be
interpreted in a manner consistent with this Section 19. In
addition, if there
exists with respect to any Cross-Collateralized Group only one
original of any
document referred to in the definition of "Mortgage File" in the
Pooling and
Servicing Agreement and covering all the Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of
such document
in the Mortgage File for any of the Mortgage Loans in such
Cross-Collateralized
Group shall be deemed an inclusion of such original in the Mortgage
File for
each such Mortgage Loan. "Cross-Collateralized Mortgage Loan" shall
mean any
Mortgage Loan that is cross-collateralized and cross-defaulted with
one or more
other Mortgage Loans.
SECTION 20. Impac Loan Indemnification Obligation.
With
respect to Loan No. 3402307 (the "Impac Loan"), as to which
the related Mortgaged Property is presently encumbered by the
mechanics' liens
in the aggregate amount of $1,874,536 listed on ANNEX A to this
Agreement (each,
a "Mechanic's Lien" and collectively, the "Mechanics' Liens"), Bank
of America
agrees as follows:
In the event that all of the following occur with respect to a
Mechanic's Lien:
(a) the lienor with respect to such Mechanic's Lien commences
an
enforcement action with respect to such Mechanic's Lien;
(b) the title policy insurer shall fail to defend and pay such
claim; and
(c) the Borrower and the Borrower Principal with respect to the
Impac Loan fail to cause the removal of such Mechanic's Lien as
required by the
post-closing agreement relating to the Mechanic's Liens.
then, upon written request to Bank of America for
reimbursement,
Bank of America shall reimburse the Trust, the Special Servicer or
other Person
designated by the Directing Certificateholder for the reasonable
costs incurred,
including, if required, payment of lienor, if any, by such party
causing such
Mechanic's Lien to be removed. Each request for reimbursement shall
include
copies of invoices for all expenses for which reimbursement is
sought.
Bank of America further agrees to defend, indemnify and hold
harmless the Trust, the Directing Certificateholder and the Special
Servicer or
other Person designated by the Directing Certificateholder as
described above
from and against any and all actions, suits or proceedings, claims,
judgments,
liabilities, losses, deficiencies, damages, additional trust fund
expenses
including special servicing fees, costs and expenses (including,
without
limitation, reasonable attorneys' fees and disbursements) of every
kind and
nature brought, asserted or awarded against, or paid, incurred or
suffered by
the Trust, the Directing Certificateholder, the Special Servicer or
such other
designated Person, arising out of or resulting from the Mechanics'
Liens
(collectively, the "Mechanic Lien Claims"), except for Mechanic
Lien Claims
resulting from the negligence or willful misconduct of the
Directing
Certificateholder, Special Servicer or such designated Person.
The following limitations shall apply notwithstanding anything
to
the contrary in this Section 20 or elsewhere:
The obligations of Bank of America under this Section 20 are
for
payment only and not performance. Without limiting the generality
of the
foregoing, it is understood that in no event shall Bank of America
be obligated
actually to cause to be removed any Mechanic's Lien.
In no event shall Bank of America be obligated to pay any
amount
under this Section 20 to the extent that the aggregate of amounts
paid by Bank
of America pursuant to this Section 20 would exceed $2,200,000.
The obligations of Bank of America under this Section 20 shall
terminate as to any Mechanic's Lien upon the earlier to occur of
(x) the
defeasance, prepayment or repayment of the Impac Loan in full by
the Borrower
pursuant to the terms of the applicable Loan Agreement and (y) the
date on which
such Mechanic's Lien is released of record, whether through
payment, bonding or
otherwise.
SECTION 21. Entire Agreement.
Except as specifically stated otherwise herein, this Agreement
sets forth the entire understanding of the parties relating to the
subject
matter hereof, and all prior understandings, written or oral, are
superseded by
this Agreement. This Agreement may not be modified, amended, waived
or
supplemented except as provided herein.
SECTION 22. WAIVER OF TRIAL BY JURY.
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT
PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 23. Miscellaneous.
Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to
any
amendment of the Pooling and Servicing Agreement which will
increase the
obligations of, or otherwise materially adversely affect the Seller
without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized
officers as
of the date first above written.
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ Stephen L.
Hogue
-----------------------------
Name: Stephen L. Hogue
Title: Principal
BANC OF AMERICA COMMERCIAL
MORTGAGE INC.
By: /s/ John S.
Palmer
-----------------------------
Name: John S. Palmer
Title: Vice President
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan
Sequence Number
Loan
Seller
Property Name
Street Address
-------- -------
---------------
-----------------------------------------------------
-----------------------------
<S>
<C>
<C>
<C>
<C>
1
3403433
Bank of America
Riverchase
Galleria
3000 Riverchase Galleria
2
58850 Bank of
America 777
Tower
777 South Figueroa Street
3
3219700
Bank of America
The Empire Mall
5000 West Empire Mall
4
3403673
Bank of America
LNR Warner
Center I, II, & III
5700, 5820 Canoga Avenue &
21271, 21281, 21301 Burbank
Boulevard
6
3403489
Bank of America
EZ Storage
Portfolio (Rollup)
Various
6.1
3403489
Bank of America
EZ Storage
Portfolio - Boston, MA (Brighton)
145 North Beacon Street
6.2
3403489
Bank of America
EZ Storage
Portfolio - Minneapolis, MN (3601 Hiawatha) 3601
Hiawatha Avenue
6.3
3403489
Bank of America
EZ Storage
Portfolio - Ferndale, MI
181 West Marshall Street
6.4
3403489
Bank of America
EZ Storage
Portfolio - Southfield, MI
20945 Link Road
6.5 3403489 Bank of America EZ Storage Portfolio -
Lynnfield, MA
102 Broadway
6.6
3403489
Bank of America
EZ Storage
Portfolio - Eastpointe, MI
14925 Eight Mile Road
6.7
3403489
Bank of America
EZ Storage
Portfolio - Warren, MI
20979 Groesbeck Highway
6.8
3403489
Bank of America
EZ Storage
Portfolio - St. Louis Park, MN
5605 Cedar Lake Road South
6.9
3403489
Bank of America
EZ Storage
Portfolio - Redford, MI
14433 Telegraph Road
6.10
3403489
Bank of America
EZ Storage
Portfolio - Troy, MI
1320 East Big Beaver Road
6.11
3403489
Bank of America
EZ Storage
Portfolio - Peabody, MA
244 Andover Street
6.12
3403489
Bank of America
EZ Storage
Portfolio - Tewksbury, MA
470 Main Street
6.13
3403489
Bank of America
EZ Storage
Portfolio - Billerica, MA
129 Rangeway Road
6.14
3403489
Bank of America
EZ Storage
Portfolio - South Euclid, OH
4349 Monticello Boulevard
6.15
3403489
Bank of America
EZ Storage
Portfolio - Rochester Hills, MI
2570 Crooks Road
6.16
3403489
Bank of America
EZ Storage
Portfolio - Roseville II, MI (Cornillie Drive) 20055 Cornillie Drive
6.17
3403489
Bank of America
EZ Storage
Portfolio - Warwick, RI
50 Okeefe Lane
6.18
3403489
Bank of America
EZ Storage
Portfolio - Roseville I, MI (East Twelve Mile) 15390 East Twelve Mile
Road
6.19
3403489
Bank of America
EZ Storage
Portfolio - Bloomfield Hills, MI
1782 Pontiac Drive
6.20
3403489
Bank of America
EZ Storage
Portfolio - Grand River, MI
28659 Grand River Drive
6.21
3403489
Bank of America
EZ Storage
Portfolio - Shrewsbury, MA
869 Boston Turnpike
6.22
3403489
Bank of America
EZ Storage
Portfolio - Chelmsford, MA
23 Glen Avenue
6.23
3403489
Bank of America
EZ Storage
Portfolio - Hingham, MA
125 Recreation Park Drive
6.24
3403489
Bank of America
EZ Storage
Portfolio - Auburn Hills, MI
1096 Doris Road
6.25
3403489
Bank of America
EZ Storage
Portfolio - Dearborn Heights, MI
24579 Ann Arbor Trail
6.26
3403489
Bank of America
EZ Storage
Portfolio - Livonia, MI
11960 Farmington Road
6.27
3403489
Bank of America
EZ Storage
Portfolio - Lincoln Park, MI
1782 Howard Street
6.28
3403489
Bank of America
EZ Storage
Portfolio - Minneapolis, MN (4325 Hiawatha) 4325
Hiawatha Avenue
6.29
3403489
Bank of America
EZ Storage
Portfolio - Clinton Township (Hall Road), MI 20772 Hall
Road
6.30
3403489
Bank of America
EZ Storage
Portfolio - Reading, OH
2360 East Galbraith Road
6.31
3403489
Bank of America
EZ Storage
Portfolio - Center Line, MI
6775 East 10 Mile Road
6.32
3403489
Bank of America
EZ Storage
Portfolio - Dearborn, MI
23954 Kean
Street
6.33
3403489
Bank of America
EZ Storage
Portfolio - Clinton Township (Garfield), MI 41250
Garfield Road
6.34
3403489
Bank of America
EZ Storage
Portfolio - Clinton Township (Romeo Plank), MI 44650 Romeo Plank Road
6.35
3403489
Bank of America
EZ Storage
Portfolio - Cleveland Heights, OH
1415 Warrensville Center Road
6.36
3403489
Bank of America
EZ Storage
Portfolio - Taylor, MI
15301 Seaway Drive
6.37 3403489 Bank of America EZ Storage Portfolio -
Woodbury, MN
881 Weir Drive
6.38
3403489
Bank of America
EZ Storage
Portfolio - Cincinnati, OH (Madison Road)
4721 Madison Road
6.39
3403489
Bank of America
EZ Storage
Portfolio - Eagan, MN
4025 Sibley Memorial Highway
6.40
3403489
Bank of America
EZ Storage
Portfolio - New Brighton, MN
251 5th Street Northwest
6.41
3403489
Bank of America
EZ Storage
Portfolio - Clinton Township
(Groesbeck Hwy), MI
36261 Groesbeck Highway
6.42
3403489
Bank of America
EZ Storage
Portfolio - North Bend, OH
888 North Bend Road
6.43
3403489
Bank of America
EZ Storage
Portfolio - Farmington Hills, MI
24500 Sinacola Court
6.44
3403489
Bank of America
EZ Storage
Portfolio - Sterling Heights, MI
6550 Metropolitan Parkway
6.45
3403489
Bank of America
EZ Storage
Portfolio - Marsh Lane, TX
2771 Oak Tree Drive
6.46
3403489
Bank of America
EZ Storage
Portfolio - Burnsville, MN
801 West Ladybird Lane
6.47
3403489
Bank of America
EZ Storage
Portfolio - Coon Rapids, MN
9154 University Avenue
Northwest
6.48
3403489
Bank of America
EZ Storage
Portfolio - Vadnais Heights, MN
3238 North Highway 61
8
3402307
Bank of America
Impac Center
19500-19550 Jamboree Road
10
3402794
Bank of America
1700 Twinbrook
Office Center
1700 Rockville Pike
11
3403099
Bank of America
Riverstone at
Owings Mills
4700 Riverstone Drive
12
3402538
Bank of America
3443 Esplanade
Avenue
3443 Esplanade Avenue
13
3403071
Bank of America
Registry at
Windsor Park
13401 Sutton Park Drive South
14
3402145
Bank of America
Central Park
Corporate Center
1455 Broad Street and 200,
300, 400 Broadacres Drive
15
3402356
Bank of America
St. Andrews
Apartments
4249 North Commerce Street
17
3403379
Bank of America
Craig
Marketplace
7131 West Craig Road
18
3402501
Bank of America
Merced
Marketplace
1720, 1726, 1728, 1734, 1742,
1764, 1778, 1786, 1790, 1792,
1794, and 1798 West Olive
Avenue
19
3402895
Bank of America
The Village at
Wildcreek Apartments
4255 Wedekind Road
20
3403055
Bank of America
Ocean Park
Apartments
4235 Marsh Landing Boulevard
Total Crossed Loans
21
3402126
Bank of America
Brookside Manors
1200 East Grand Avenue
22
3402144
Bank of America
Courtyard
Apartments
2012 West Ash Street
23
3402733
Bank of America
Sunrise
Marketplace
450-570 North Nellis
Boulevard
24
3403161
Bank of America
Townview Station
Apartments
300 Deering Road Northwest
25
19449 Bank of
America
Marketplace College Ave.
2700 West College Avenue
26
3402270
Bank of America
University
Commons - East Lansing
2501 Abbott Road
28
3402271
Bank of America
University
Commons - Columbia
800 Alexander Road
29
3402283
Bank of America
University
Commons - Oxford
5262 Brown Road
30
3402273
Bank of America
University
Commons - Tuscaloosa
301 Helen Keller Boulevard
31
3402275
Bank of America
University
Commons - Baton Rouge
4600 Burbank Drive
32
3402404
Bank of America
Enclave at
Mary's Creek Apartments
2900 Pearland Parkway
33
3403059
Bank of America
Cambridge Office
Portfolio (Rollup)
Various
33.1
3403059
Bank of America
Cambridge Office
Portfolio - 185 Alewife Brook Parkway 185
Alewife Brook Parkway
33.2
3403059
Bank of America
Cambridge Office
Portfolio - 205 Alewife Brook Parkway 205
Alewife Brook Parkway
33.3
3403059
Bank of America
Cambridge Office
Portfolio - 545 Concord Avenue
545 Concord Avenue
34
3402276
Bank of America
University
Commons - Athens
1000 Lakeside Drive
35
3401990
Bank of America
Cal Mira Mesa
9879-9939 Hibert Street,
9920-9950 Scripps Lake Drive
and 10675-10695 Treena Street
36
3402053
Bank of America
Bella Sonoma
Apartments
2301 62nd Avenue East
37
3401956
Bank of America
Castle Pines
Marketplace
558, 560, 562 and 572 Castle
Pines Parkway
39
17437 Bank of
America JCC-One
7601 Jefferson Street
Northeast
40
3402176
Bank of America
Morningside
Courts Apartments
594 Wimbledon Road
43
3401658
Bank of America
Canton Center at
Cherry Hill
225 Canton Center Road
44
18259 Bank of
America Forum
Shopping Center
1561-1677 Marion Mount Gilead
Road
45
19668 Bank of
America Blossom
Village
4188 Americana Drive
46
3402985
Bank of America
Arapahoe Ridge
3331, 3333, 3335 Arapahoe
Road
47
20002 Bank of
America Morris
Olympia Properties (Rollup)
Various
47.1
20002 Bank of
America Morris
Olympia-1570 Irving St
1570 Irving Street
47.2
20002 Bank of
America Morris
Olympia-Capitol Way
521 Capitol Way
47.3
20002 Bank of
America Morris
Olympia-04 Heritage Ct
2404 Heritage Court
47.4
20002 Bank of
America Morris
Olympia-24 Heritage Ct
2424 Heritage Court
47.5
20002 Bank of
America Morris
Olympia-1520 Irving St
1520 Irving Street
48
3401914
Bank of America
Saunders Plaza
4525, 4533 and 4647 MacArthur
Boulevard
49
19866 Bank of
America Wyoga
Towers
4260 Americana Drive
50
3402816
Bank of America
Big Y - South
Hadley
44 Willimansett Street
51
19446 Bank of
America
Courtyard Marriott - Richland
480 Columbia Point Drive
52
3402282
Bank of America
University
Commons - Starkville
1000 Campus View Drive
53
3402520
Bank of America
Drake Crossings
Retail Center
2100-2170 West Drake Road
54
3402121
Bank of America
First Park Ten
6660 First Park Ten Boulevard
55
20216 Bank of
America
Kensington Park - Retail
7600, 7630, 7644 Lyndale
Avenue South
56
3400759
Bank of America
Kohl's-Lutz, FL
3979 Van Dyke Road
58
3403383
Bank of America
Craig
Marketplace Pads
7131 West Craig Road
59
3401585
Bank of America
Holiday Inn
Express North
4540 Donovan Way
60
13048 Bank of
America Point of
the Southwest
11505 Keegans Ridge Road
61
18408 Bank of
America Warm
Springs & Eastern Retail Center
7425 and 7435 South Eastern
Avenue
62
19318 Bank of
America MarQueen
Hotel
600 Queen Anne Avenue N
63
3402335
Bank of America
Becker - Winter
Park
950 North Orlando Avenue
64
18967 Bank of
America Park
Plaza Self Storage Portfolio (Rollup)
Various
64.1
18967 Bank of
America Twin
City Storage
2700 Twin City Drive
64.2
18967 Bank of America Saddle Creek Storage
1110 Northwest Radial Highway
64.3
18967 Bank of
America Hartman
Storage
5655 North 71st Street
64.4
18967 Bank of
America I-29
Storage
912 North 35th Street
65
3402318
Bank of America
Tire Centers -
Statesville, NC
210-220 Commerce Boulevard
66
3401884
Bank of America
Alamo Rent-A-Car
Newport
4361 Birch Street
67
19135 Bank of
America Comfort
Suites-Southpark
931 South Avenue
69
3403158
Bank of America
Media Towers -
Wilton Plaza
1660 North Wilton Place
72
18587 Bank of
America Louise
Plaza Retail
201 East Louise Avenue
73
3402354
Bank of America
Hillside Plaza
725 Broadway
74
3403159
Bank of America
Media Towers -
Taft Plaza
1600 Taft Avenue
75
3401586
Bank of America
Holiday Inn
Express West
8669
West Sahara Avenue
77
3402894
Bank of America
1212 Putnam
Avenue
1212 East Putnam Avenue
81
3401377
Bank of America
Walgreen's at
Howell
2321 East Grand River Avenue
82
19391 Bank of
America Zachary
Park Apartments
3601 NE 162nd Avenue
83
3403190
Bank of America
6000 Metro Drive
6000 Metro Drive
84
18031 Bank of
America North
Star Home Center
2115-2167 West Anderson Lane
& 7711-7797 Burnet Road
85 3402860 Bank of America Tallahassee Storage
5086 Tennessee Capital
Boulevard
86
18887 Bank of
America Hampton
Inn-Wilson
5606 Lamm Road
87
19656 Bank of
America Suburban
Extended Stay-Austin
2501 South Interstate 35
88
3402125
Bank of America
Gallery I
5712 Cleveland Street
89
3403181
Bank of America
Park Meadows
Drive Self Storage
8812 East Park Meadows Drive
90
19553 Bank of
America All
American Storage-Pepperbush
5799 Pepperbush Drive
92
3402856
Bank of America
449 LeDoux
449 South LeDoux Road
94
59766 Bank of
America Makena
Newport Retail Center
14001 Newport Avenue
95
18138 Bank of
America Keymac
Building
220 South Dawson Street
96
12328 Bank of
America Country
Inn - Savannah
7576 White Bluff Road
97
3402859
Bank of America
Becker -
Clermont
2105 Hartwood Marsh Plaza
98
19360 Bank of
America Sherwin
Williams Portfolio (Rollup)
Various
98.1
19360 Bank of
America Sherwin
Williams-Columbus
2920 North National Road
98.2
19360 Bank of
America Sherwin
Williams-Brownsburg
80 Garner Road
98.3
19360 Bank of
America Sherwin
Williams-Mooresville
120 Fields Street
98.4
19360 Bank of
America Sherwin
Williams-Fishers
7226 Fishers Crossing Drive
100
19725 Bank of America The Shoppes of Citrus
Terrace
17435 U.S. Highway 441
103
59652 Bank of
America Surprise
Retail
14071 West Bell Road
104
20285 Bank of
America Redwood
Road Retail
5419 South Redwood Road
105
18492 Bank of
America Days
Inn-Jacksonville
5649 Cagle Road
106
19210 Bank of
America
Millstone Plaza Apartments
1100 & 2100 Millstone Drive
107
20640 Bank of
America Florence
Properties
106 BriarHill Road and 211
and 219 College Street
108
20608 Bank of
America Staples
Akron
2981 South Arlington Road
109
20154 Bank of
America
Harborview East Apartments
4100 Foster Drive
110
19310 Bank of
America Cahill
Building
104 Sleepy Hollow Drive
111
18721 Bank of
America Dennis
Mini Storage
349 Hokum Rock Road
112
17166 Bank of
America Carman
Plaza
3770 Carman Road
114
3403185
Bank of America
Charleston
Center
5000 and 5004 West Charleston
Boulevard
115
19433 Bank of
America
Walgreens Anoka
1911 South Ferry Street
116
19629 Bank of
America National
Storage Center-HICO Village
10411 North Nevada Street
117
19443 Bank of
America Plaza
del Sol
1701, 1703, 1705 East Olive Way
Totals
<CAPTION>
Remaining
Term To
Cut-off
Stated
Zip
Mortgage
Amortization Original
Date
Maturity
Sequence City
State Code
Rate
(1)
Basis (2)
Balance
Balance
(months)
--------
----------------- ------- ------- -------- ------------
------------
--------------
-----------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
Hoover
AL
35244 5.648%
Actual/360
$305,000,000 $305,000,000
59
2
Los Angeles
CA
90017 5.844%
Actual/360
$273,000,000 $273,000,000
84
3
Sioux Falls
SD
57106 5.794%
Actual/360
$176,300,000 $176,300,000
115
4 Woodland Hills
CA
91367 5.628%
30/360
$174,000,000 $174,000,000
119
6
Various
Various Various
5.647%
Actual/360
$150,000,000 $150,000,000
121
6.1
Brighton
MA
02135
$10,212,957
$10,212,957
6.2
Minneapolis
MN
55406
$5,243,497
$5,243,497
6.3
Ferndale
MI
48220
$5,075,803
$5,075,803
6.4
Southfield
MI
48033
$4,883,569
$4,883,569
6.5
Lynnfield
MA
01940
$4,867,208
$4,867,208
6.6
Eastpointe
MI
48021
$4,613,623
$4,613,623
6.7
Warren
MI
48089
$4,450,019
$4,450,019
6.8
St. Louis Park
MN
55416
$3,587,010
$3,587,010
6.9
Redford
MI
48239
$3,574,740
$3,574,740
6.10
Troy
MI
48083
$3,574,740
$3,574,740
6.11
Peabody
MA
01960
$3,558,379
$3,558,379
6.12
Tewksbury
MA
01876
$3,456,127
$3,456,127
6.13 North Billerica MA
01862
$3,394,776
$3,394,776
6.14
South Euclid
OH
44121
$3,394,776
$3,394,776
6.15
Rochester Hills
MI
48309
$3,370,235
$3,370,235
6.16
Roseville
MI
48066
$3,329,334
$3,329,334
6.17
Warwick
RI
02888
$3,214,812
$3,214,812
6.18
Roseville
MI
48066
$3,173,911
$3,173,911
6.19
Sylvan Lake
MI
48320
$3,112,559
$3,112,559
6.20
Farmington Hills
MI
48336
$3,047,118
$3,047,118
6.21
Shrewsbury
MA
01545
$3,014,397
$3,014,397
6.22
Chelmsford
MA
01824
$2,989,857
$2,989,857
6.23
Hingham
MA
02043
$2,944,866
$2,944,866
6.24
Auburn Hills
MI
48326
$2,920,325
$2,920,325
6.25
Dearborn Heights
MI
48127
$2,920,325
$2,920,325
6.26
Livonia
MI
48150
$2,912,145
$2,912,145
6.27
Lincoln Park
MI
48146
$2,818,073
$2,818,073
6.28
Minneapolis
MN
55406
$2,797,622
$2,797,622
6.29
Clinton Township
MI
48038
$2,629,929
$2,629,929
6.30
Reading
OH
45237
$2,548,127
$2,548,127
6.31
Center Line
MI
48015
$2,544,037
$2,544,037
6.32
Dearborn
MI
48124
$2,544,037
$2,544,037
6.33
Clinton Township
MI
48038
$2,535,856
$2,535,856
6.34
Clinton Township
MI
48038
$2,511,316
$2,511,316
6.35
Cleveland
Heights OH
44121
$2,494,956
$2,494,956
6.36
Taylor
MI
48180
$2,490,865
$2,490,865
6.37
Woodbury
MN
55125
$2,437,694
$2,437,694
6.38
Cincinnati
OH
45227
$2,380,433
$2,380,433
6.39
Eagan
MN
55122
$2,286,361
$2,286,361
6.40
New Brighton
MN
55112
$2,278,181
$2,278,181
6.41
Clinton Township
MI
48035
$2,135,028
$2,135,028
6.42
Cincinnati
OH
45224
$2,090,037
$2,090,037
6.43
Farmington Hills
MI
48335
$2,077,766
$2,077,766
6.44
Sterling Heights
MI
48312
$1,901,892
$1,901,892
6.45
Carrollton
TX
75006
$1,460,163
$1,460,163
6.46
Burnsville
MN
55337
$1,415,172
$1,415,172
6.47
Coon Rapids
MN
55448
$1,411,081
$1,411,081
6.48
Vadnais Heights
MN
55110
$1,374,271
$1,374,271
8
Irvine
CA
92612 6.276%
Actual/360
$91,100,000
$91,100,000
121
10
Rockville
MD
20852 6.093%
Actual/360
$39,000,000
$39,000,000
59
11
Owings Mills
MD
21117 5.711%
Actual/360
$36,300,000
$36,300,000
119
12
New Orleans
LA
70119 5.753%
Actual/360
$36,000,000
$36,000,000
58
13
Jacksonville
FL
32224 5.989%
Actual/360
$28,000,000
$28,000,000
83
14
Bloomfield
NJ
07003 5.750%
Actual/360
$26,500,000
$26,500,000
57
15
North Las Vegas
NV
89032 5.938%
Actual/360
$26,500,000
$26,500,000
119
17
Las Vegas
NV
89129 5.866%
Actual/360
$25,500,000
$25,500,000
120
18
Merced
CA
95348 6.000%
Actual/360
$22,000,000
$22,000,000
119
19
Sparks
NV
89431 5.760%
Actual/360
$20,200,000
$20,200,000
71
20
Jacksonville
FL
32250 5.989%
Actual/360
$20,000,000
$20,000,000
83
$19,602,422
$19,602,422
21
Carbondale
IL
62901 6.157%
Actual/360
$11,402,422
$11,402,422
117
22
Columbia
MO
65203 6.156%
Actual/360
$8,200,000
$8,200,000
117
23
Las Vegas
NV
89110 5.883%
30/360
$19,175,000
$19,175,000
119
24
Atlanta
GA
30309 6.441%
Actual/360
$19,000,000
$19,000,000
58
25
Appleton
WI
54914 6.216%
Actual/360
$17,920,000
$17,920,000
120
26
East Lansing
MI
48823 5.835%
Actual/360
$17,850,000
$17,850,000
120
28
Cayce
SC
29033 5.835%
Actual/360
$16,200,000
$16,200,000
120
29
Oxford
OH
45056 5.835%
Actual/360
$15,600,000
$15,600,000
120
30
Tuscaloosa
AL
35404 5.835%
Actual/360
$15,375,000
$15,375,000
120
31
Baton Rouge
LA
70820 5.835%
Actual/360
$14,887,500
$14,887,500
120
32
Pearland
TX
77581 6.094%
Actual/360
$14,440,000
$14,440,000
118
33
Cambridge
MA
02138 5.854%
Actual/360
$14,200,000
$14,200,000
120
33.1
Cambridge
MA
02138
$6,634,935
$6,634,935
33.2
Cambridge
MA
02138
$5,332,751
$5,332,751
33.3
Cambridge
MA
02138
$2,232,314
$2,232,314
34
Athens
GA 30605
5.835%
Actual/360
$14,100,000
$14,100,000
120
35
San Diego
CA
92131 5.771%
Actual/360
$13,750,000
$13,750,000
119
36
Fife
WA
98424 6.007%
Actual/360
$13,500,000
$13,500,000
118
37
Castle Rock
CO
80108 5.880%
Actual/360
$13,500,000
$13,500,000
118
39
Albuquerque
NM
87109 6.071%
Actual/360 $12,200,000
$12,200,000
120
40
Atlanta
GA
30324 6.441%
Actual/360
$11,750,000
$11,750,000
58
43
Canton
MI
48188 5.761%
Actual/360
$10,200,000
$10,191,005
119
44
Marion
OH
43302 6.383%
Actual/360
$9,400,000
$9,400,000
87
45
Cuyahoga Falls
OH
44224 6.150%
Actual/360
$9,200,000
$9,200,000
118
46
Erie
CO
80516 5.800%
Actual/360
$9,100,000
$9,100,000
120
47
Various
WA Various
6.000%
Actual/360
$9,000,000
$9,000,000
120
47.1
Tumwater
WA
98512
$2,823,878
$2,823,878
47.2
Olympia
WA
98501
$2,264,430
$2,264,430
47.3
Olympia
WA
98502
$1,620,622
$1,620,622
47.4
Olympia
WA
98502
$1,314,258
$1,314,258
47.5
Tumwater
WA
98512
$976,813
$976,813
48
Newport Beach
CA
92660 6.046%
Actual/360
$8,900,000
$8,900,000
118
49
Cuyahoga Falls
OH
44224 6.150%
Actual/360
$8,700,000
$8,700,000
118
50
South Hadley
MA
01075 5.807%
Actual/360
$8,120,000
$8,120,000
120
51
Richland
WA
99352 6.190%
Actual/360
$7,700,000
$7,700,000
120
52
Starkville
MS
39759 5.835%
Actual/360
$7,485,763
$7,485,763
120
53
Fort Collins
CO
80526 6.155%
Actual/360
$7,000,000
$7,000,000
119
54
San Antonio
TX
78213 6.215%
Actual/360
$7,000,000
$7,000,000
118
55
Richfield
MN
55423 6.000%
Actual/360
$6,900,000
$6,900,000
120
56
Lutz
FL
33558 5.895%
Actual/360
$6,900,000
$6,900,000
119
58
Las Vegas
NV
89129 5.866%
Actual/360
$6,500,000
$6,500,000
120
59
North Las Vegas
NV
89081 6.250%
Actual/360
$6,230,000
$6,225,170
119
60
Houston
TX
77031 6.160%
Actual/360
$6,200,000
$6,195,075
119
61
Las Vegas
NV
89123 6.337%
Actual/360
$6,200,000
$6,184,746
117
62
Seattle
WA
98109 6.450%
Actual/360
$6,000,000
$5,993,000
119
63
Winter Park
FL
32789 6.100%
Actual/360
$5,968,000
$5,963,183
119
64
Various
Various Various
5.955%
Actual/360
$5,800,000
$5,800,000
120
64.1
Council Bluffs
IA
51501
$1,851,064
$1,851,064
64.2
Omaha
NE
68132
$1,623,740
$1,623,740
64.3
Omaha
NE
68104
$1,260,022
$1,260,022
64.4
Council Bluffs
IA
51501
$1,065,174
$1,065,174
65
Statesville
NC
28625 6.133%
Actual/360
$5,670,000
$5,659,932
121
66
Newport Beach
CA
92660 6.276%
Actual/360
$5,600,000
$5,595,689
119
67
Colonial Heights
VA
23834 5.979%
Actual/360
$5,500,000
$5,467,314
119
69
Los Angeles
CA
90028 5.740%
Actual/360
$5,275,000
$5,275,000
119
72
Lathrop
CA
95330 6.080%
Actual/360
$5,120,000
$5,120,000
119
73
Saugus
MA
01906 5.800%
Actual/360
$5,000,000
$5,000,000
60
74
Los Angeles
CA
90028 5.740%
Actual/360
$5,000,000
$5,000,000
119
75
Las Vegas
NV
89117 6.317%
Actual/360
$4,970,000
$4,966,217
119
77
Riverside
CT
06878 5.919%
Actual/360
$4,550,000
$4,550,000
119
81
Howell
MI
48843 5.856%
Actual/360
$4,404,655
$4,404,655
120
82
Portland
OR
97230 6.087%
Actual/360
$4,200,000
$4,196,598
119
83
Baltimore
MD
21215 5.865%
Actual/360
$4,150,000
$4,150,000
120
84
Austin
TX
78757 5.630%
Actual/360
$4,000,000
$4,000,000
120
85
Tallahassee
FL
32303 6.053%
Actual/360
$4,000,000
$4,000,000
119
86
Wilson
NC
27896 6.250%
Actual/360
$4,000,000
$3,996,899
119
87
Austin
TX
78741 6.550%
Actual/360
$4,000,000
$3,993,545
58
88
Virginia Beach
VA
23462 5.957%
Actual/360
$3,800,000
$3,800,000
120
89
Littleton
CO
80124 5.729%
Actual/360
$3,800,000
$3,796,621
119
90
Fayetteville
NC
28304 6.230%
Actual/360
$3,750,000
$3,747,077
119
92
Los Angeles
CA
90048 6.002%
Actual/360
$3,600,000
$3,600,000
119
94
Tustin
CA
92780 6.054%
Actual/360
$3,375,000
$3,375,000
119
95
Seattle
WA
98108 6.070%
Actual/360
$3,320,000
$3,320,000
120
96
Savannah
GA
31406 6.653%
Actual/360
$3,332,000
$3,319,237
118
97
Clermont
FL
34711 6.100%
Actual/360
$3,250,000
$3,247,377
119
98
Various
IN Various
6.113%
Actual/360
$3,150,000
$3,150,000
120
98.1
Columbus
IN
47201
$830,769
$830,769
98.2
Brownsburg
IN
46112
$830,769
$830,769
98.3
Mooresville
IN
46158
$796,154
$796,154
98.4
Fishers
IN
46038
$692,308
$692,308
100
Eustis
FL
32726 6.340%
Actual/360
$3,074,000
$3,071,675
119
103
Surprise
AZ
85374 5.777%
Actual/360
$3,000,000
$2,997,365
119
104
Taylorsville
UT
84123 6.080%
Actual/360
$2,800,000
$2,800,000
120
105
Jacksonville
FL
32216 6.674%
Actual/360
$2,810,000
$2,793,110
79
106
Newark
DE
19711 6.055%
Actual/360
$2,690,000
$2,687,803
119
107
Florence
MS
39073 6.020%
Actual/360
$2,640,000
$2,640,000
120
108
Akron
OH
44312 5.967%
Actual/360
$2,600,000
$2,597,826
119
109
Gig Harbor
WA
98335 5.821%
Actual/360
$2,575,000
$2,575,000
120
110
Middletown
DE
19709 6.171%
Actual/360
$2,565,000
$2,562,969
119
111
Dennis
MA
02638 6.358%
Actual/360
$2,325,000
$2,325,000
115
112
Schenectady
NY
12303 6.679%
Actual/360
$2,280,000
$2,271,918
117
114
Las Vegas
NV
89146 6.212%
Actual/360
$1,635,000
$1,632,999
119
115
Anoka
MN
55303 6.352%
Actual/360
$1,500,000
$1,500,000
119
116
Spokane
WA
99218 6.450%
Actual/360
$1,500,000
$1,498,900
119
117
Seattle
WA
98102 6.650%
Actual/360
$1,250,000
$1,250,000
83
$2,012,843,591
<CAPTION>
Stated
Primary
Master
Cross-
Original
Maturity
Due
Monthly Administrative
Servicing
Servicing
Ownership
Collateralized
Amortization
Sequence Date
Date
Payment Fee Rate
(3)
Fee Rate Fee Rate
Interest
Loans
(months)
--------
--------- ----
----------
--------------
---------
---------
-------------
--------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
10/1/2011
1st $1,455,471
0.021%
0.010%
0.020% Fee
No
0
2
11/1/2013
1st $1,347,975
0.021%
0.010%
0.020% Fee
No
0
3
6/1/2016
1st $863,058
0.041%
0.030%
0.040%
Fee/Leasehold
No
0
4
10/1/2016
1st $816,060
0.021%
0.010%
0.020% Fee
No
0
6
12/1/2016
1st $715,692
0.041%
0.030%
0.040% Fee
No
0
6.1
Fee
6.2
Fee
6.3
Fee
6.4
Fee
6.5
Fee
6.6
Fee
6.7
Fee
6.8
Fee
6.9
Fee
6.10
Fee
6.11
Fee
6.12
Fee
6.13
Fee
6.14
Fee
6.15
Fee
6.16
Fee
6.17
Fee
6.18
Fee
6.19
Fee
6.20
Fee
6.21
Fee
6.22
Fee
6.23
Fee
6.24
Fee
6.25
Fee
6.26
Fee
6.27
Fee
6.28
Fee
6.29
Fee
6.30
Fee
6.31
Fee
6.32
Fee
6.33
Fee
6.34
Fee
6.35
Fee
6.36
Fee
6.37
Fee
6.38
Fee
6.39
Fee
6.40
Fee
6.41
Fee
6.42
Fee
6.43
Fee
6.44
Fee
6.45
Fee
6.46
Fee
6.47
Fee
6.48
Fee
8
12/1/2016
1st $562,430
0.021%
0.010%
0.020% Fee
No
360
10
10/1/2011
1st $200,773
0.041%
0.030%
0.040% Fee
No
0
11
10/1/2016
1st $175,157
0.021%
0.010%
0.020% Fee
No
0
12
9/1/2011
1st $174,987
0.021%
0.010%
0.020% Fee
No
0
13
10/1/2013
1st $141,684
0.041%
0.030%
0.040% Fee
No
0
14
8/1/2011
1st $128,743
0.021%
0.010%
0.020% Fee
No
0
15
10/1/2016
1st $157,826
0.021%
0.010%
0.020% Fee
No
360
17
11/1/2016
1st $150,695
0.021%
0.010%
0.020% Fee
No
360
18
10/1/2016
1st $131,901
0.021%
0.010%
0.020% Fee
No
360
19
10/1/2012
1st $118,010
0.021%
0.010%
0.020% Fee
No
360
20
10/1/2013
1st $101,203
0.051%
0.040%
0.050% Fee
No
0
21
8/1/2016
1st
$69,518
0.021%
0.010%
0.020%
Fee
Yes - BACM 06-6 A
360
22
8/1/2016
1st
$49,989
0.021%
0.010%
0.020% Fee
Yes - BACM 06-6 A
360
23
10/1/2016
1st
$94,005
0.041%
0.030%
0.040% Fee
No
0
24
9/1/2011
1st $103,399
0.021%
0.010%
0.020% Fee
No
0
25
11/1/2016
1st $109,941
0.031%
0.020%
0.030% Fee
No
360
26
11/1/2016
1st
$88,001
0.021%
0.010%
0.020% Fee
No
0
28
11/1/2016
1st
$79,867
0.021%
0.010%
0.020% Fee
No
0
29
11/1/2016
1st
$76,909
0.021%
0.010%
0.020% Fee
No
0
30
11/1/2016
1st
$75,799
0.021%
0.010%
0.020% Fee
No
0
31
11/1/2016
1st
$73,396
0.021%
0.010%
0.020% Fee
No
0
32
9/1/2016
1st
$87,450
0.061%
0.050%
0.060% Fee
No
360
33
11/1/2016
1st
$83,808
0.021%
0.010%
0.020% Fee
No
360
33.1
Fee
33.2
Fee
33.3
Fee
34
11/1/2016
1st
$69,513
0.021%
0.010%
0.020% Fee
No
0
35
10/1/2016
1st
$80,425
0.021%
0.010%
0.020% Fee
No
360
36
9/1/2016
1st
$81,000
0.021%
0.010%
0.020% Fee
No
360
37
9/1/2016
1st
$79,901
0.021%
0.010%
0.020% Fee
No
360
39
11/1/2016
1st
$73,703
0.031%
0.020%
0.030% Fee
No
360
40
9/1/2011
1st
$63,944
0.021%
0.010%
0.020% Fee
No
0
43
10/1/2016
1st
$59,596
0.021%
0.010%
0.020% Fee
No
360
44
2/1/2014
1st
$58,693
0.031%
0.020%
0.030% Fee
No
360
45
9/1/2016
1st
$56,049
0.041%
0.030%
0.040% Fee
No
360
46
11/1/2016
1st
$44,594
0.021%
0.010%
0.020% Fee
No
0
47
11/1/2016
1st
$53,960
0.031%
0.020%
0.030% Fee
No
360
47.1
Fee
47.2
Fee
47.3
Fee
47.4
Fee
47.5
Fee
48
9/1/2016
1st
$53,623
0.021%
0.010%
0.020% Fee
No
360
49
9/1/2016
1st
$53,003
0.041%
0.030%
0.040% Fee
No
360
50
11/1/2016
1st
$47,681
0.021%
0.010%
0.020% Fee
No
360
51
11/1/2016
1st
$47,110
0.031%
0.020%
0.030% Leasehold
No
360
52
11/1/2016
1st
$36,905
0.021%
0.010%
0.020% Fee
No
0
53
10/1/2016
1st
$42,669
0.021%
0.010%
0.020% Fee
No
360
54
9/1/2016
1st
$42,941
0.071%
0.060%
0.070% Fee
No
360
55
11/1/2016
1st
$41,369
0.041%
0.030%
0.040% Fee
No
360
56
10/1/2016
1st
$40,904
0.021%
0.010%
0.020% Fee
No
360
58
11/1/2016
1st
$38,413
0.021%
0.010%
0.020% Fee
No
360
59
10/1/2016
1st
$38,359
0.021%
0.010% 0.020%
Fee
No
360
60
10/1/2016
1st
$37,812
0.031%
0.020%
0.030% Fee
No
360
61
8/1/2016
1st
$38,526
0.031% 0.020%
0.030% Fee
No
360
62
10/1/2016
1st
$40,325
0.031%
0.020%
0.030% Fee
No
300
63
10/1/2016
1st
$36,166
0.021%
0.010%
0.020% Fee
No
360
64
11/1/2016
1st
$34,606
0.061%
0.050%
0.060% Fee
No
360
64.1
Fee
64.2
Fee
64.3
Fee
64.4
Fee
65
12/1/2016
1st
$34,481
0.021%
0.010%
0.020% Fee
No
360
66
10/1/2016
1st
$34,575
0.021%
0.010%
0.020% Fee
No
360
67
10/1/2016
1st
$61,003
0.072%
0.061%
0.071% Fee
No
120
69
10/1/2016
1st
$25,
