EXHIBIT 99.1
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 1, 2005
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of December 1, 2005 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital
Markets, Inc. as master servicer (in such capacity, the "Master Servicer"), X.X.
Xxxxxx Company, Inc. as special servicer (in such capacity, the "Special
Servicer"), LaSalle Bank National Association as trustee (the "Trustee") and ABN
AMRO Bank N.V. as fiscal agent. Capitalized terms used but not defined herein
(including the schedules attached hereto) have the respective meanings set forth
in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
December 1, 2005 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), IXIS
Securities North America Inc. ("IXIS Securities"), KeyBanc Capital Markets, a
Division of McDonald Investments Inc. ("McDonald Investments"), Xxxxxx Xxxxxxx &
Co. Incorporated ("Xxxxxx Xxxxxxx") and Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs";
Xxxxxxx Xxxxx, Countrywide Securities, IXIS Securities, McDonald Investments,
Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx, collectively, in such capacity, the
"Underwriters"), whereby the Purchaser will sell to the Underwriters all of the
Certificates that are to be registered under the Securities Act of 1933, as
amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser
has also entered into a Certificate Purchase Agreement, dated as of December 1,
2005 (the "Certificate Purchase Agreement"), with Xxxxxxx Xxxxx, for itself and
as representative of Countrywide Securities (together in such capacity, the
"Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers
all of the remaining Certificates (such Certificates, the "Private
Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms
hereof. The Mortgage Loans are expected to have an aggregate principal balance
of $1,698,917,299 (the "MLML Mortgage Loan Balance") (subject to a variance of
plus or minus 5.0%) as of the close of business on the Cut-off Date, after
giving effect to any payments due on or before such date, whether or not such
payments are received. The MLML Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $3,073,749,461 (subject to a variance of
plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place
on December 7, 2005 or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 98.30567% of the
MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $1,486,554, which
amount represents the amount of interest accrued on the MLML Mortgage Loan
Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its designee
by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis, together with all of the Seller's right, title
and interest in and to the proceeds of any related title, hazard, primary
mortgage or other insurance proceeds. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on
or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
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instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Trustee in escrow for the benefit of the Seller at all times prior to the
Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), together with any and all intervening endorsements
thereon, endorsed on its face or by allonge attached thereto (without
recourse, representation or warranty, express or implied) to the order of
LaSalle Bank National Association, as trustee for the registered holders of
Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, or in blank, and (B) in the case of a Loan
Combination, a copy of the executed Mortgage Note for each related
Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name (if the assignment is delivered in blank)
and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage
Pass-Through Certificates, Series 2005-CKI1, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above) in favor of LaSalle Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1 (or, in the case of a
Loan Combination, in favor of LaSalle Bank National Association, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1,
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and in its capacity as lead lender on behalf of the holder of the related
Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1,
as assignee (or, in the case of a Loan Combination, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, and in its capacity as lead lender on
behalf of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor and any intercreditor agreement relating to mezzanine debt
related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit, in each case relating to
the subject Mortgage Loan;
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination, a
copy of the related Loan Combination Intercreditor Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
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(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the Master Servicer in connection with its duties under the Pooling and
Servicing Agreement, and (c) are in the possession or under the control of the
Seller, together with all unapplied escrow amounts and reserve amounts in the
possession or under the control of the Seller that relate to the Mortgage Loans,
shall be delivered or caused to be delivered by the Seller to the Master
Servicer (or, at the direction of the Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting or due
diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee, for
its administrative convenience in reviewing the Mortgage Files, a mortgage loan
checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the
failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
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(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
Master Servicer, the initial data (as of the Cut-off Date or the most recent
earlier date for which such data is available) contemplated by the CMSA Loan
Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement
Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and the Seller has
taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller's directors and
officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Purchaser) this
Agreement constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent transfer, reorganization, receivership or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition
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(financial or other) or operations of the Seller or its properties or
materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) 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 consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
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(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO Loan) not later than the end
of such 90-day period (and in no event later than the second anniversary of the
Closing Date) and pay the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith; provided,
however, that, unless the Document Defect or Breach would cause the Mortgage
Loan not to be a Qualified Mortgage, if such Document Defect or Breach is
capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional 90-day period; and provided, further, that no Document
Defect (other than with respect to the Specially Designated Mortgage Loan
Documents) shall be considered to materially and adversely affect the interests
of the Certificateholders or the value of the related Mortgage Loan unless the
document with respect to which the Document Defect exists is required in
connection with an imminent enforcement of the mortgagee's rights or remedies
under the related Mortgage Loan, defending any claim asserted by any borrower or
third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien or any collateral securing the Mortgage Loan or for any
immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject
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Crossed Loan Group for purposes of this paragraph and the Seller shall be
required to repurchase or substitute all such Crossed Loans unless (1) the
weighted average debt service coverage ratio for all the remaining Crossed Loans
for the four calendar quarters immediately preceding such repurchase or
substitution is not less than the greater of (A) the weighted average debt
service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution and (B) the weighted average debt service coverage
ratio for all such Crossed Loans, including the affected Crossed Loan, as of the
Cut-off Date, and (2) the weighted average loan to-value ratio for the remaining
Crossed Loans, determined at the time of repurchase or substitution, based upon
an appraisal obtained by the Special Servicer at the expense of the Seller shall
not be greater than the lesser of (A) the weighted average loan-to-value ratio
for all such Crossed Loans, including the affected Crossed Loan determined at
the time of repurchase or substitution, based upon an appraisal obtained by the
Special Servicer at the expense of the Seller and (B) the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan, as of the Cut-off Date; provided, that if such debt service coverage and
loan-to-value criteria are satisfied, any other Crossed Loan (that is not the
Crossed Loan directly affected by the subject Document Defect or Breach), shall
be released from its cross-collateralization and cross-default provision so long
as such Crossed Loan (that is not the Crossed Loan directly affected by the
subject Document Defect or Breach) is held in the Trust Fund; and provided,
further, that the repurchase or replacement of less than all such Crossed Loans
and the release of any Crossed Loan from a cross-collateralization and
cross-default provision shall be further subject to the delivery by the Seller
to the Trustee, at the expense of the Seller, of an Opinion of Counsel to the
effect that such release would not cause either of REMIC I or REMIC II to fail
to qualify as a REMIC under the Code or result in the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions. In the event that one or more of such other Crossed Loans
satisfy the aforementioned criteria, the Seller may elect either to repurchase
or substitute for only the affected Crossed Loan as to which the related
Document Defect or Breach exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Loan Group. All documentation relating to
the termination of the cross-collateralization provisions of a Crossed Loan
being repurchased shall be prepared at the expense of the Seller and, where
required, with the consent of the related borrower. For a period of two years
from the Closing Date, so long as there remains any Mortgage File relating to a
Mortgage Loan as to which there is any uncured Document Defect or Breach known
to the Seller, the Seller shall provide, once every ninety days, the officer's
certificate to the Trustee described above as to the reason(s) such Document
Defect or Breach remains uncured and as to the actions being taken to pursue
cure; provided, however, that, without limiting the effect of the foregoing
provisions of this Section 3(c), if such Document Defect or Breach shall
materially and adversely affect the value of such Mortgage Loan or the interests
of the holders of the Certificates therein (subject to the last proviso in the
sole sentence of the preceding paragraph), the Seller shall in all cases on or
prior to the second anniversary of the Closing Date either cause such Document
Defect or Breach to be cured or repurchase or substitute for the affected
Mortgage Loan.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce 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 Crossed
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Loan(s), so long as such exercise does not materially impair the ability of the
other party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies. Any reserve or other cash
collateral or letters of credit securing the Crossed Loans shall be allocated
between such Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related Mortgage Loan documents do not so provide, then on a pro rata
basis based upon their outstanding Stated Principal Balances. Notwithstanding
the foregoing, if a Crossed Loan is modified to terminate the related
cross-collateralization and/or cross-default provisions, the Seller shall
furnish to the Trustee an Opinion of Counsel that such modification shall not
cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in
connection with such release, (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the
Seller provides an opinion of counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the Master Servicer or the Special
Servicer from the related Mortgagor and not a repurchase or substitution of the
related Mortgage Loan. Following the
10
Seller's remittance of funds in payment of such costs and expenses, the Seller
shall be deemed to have cured the breach of representation 30 in all respects.
To the extent any fees or expenses that are the subject of a cure by the Seller
are subsequently obtained from the related Mortgagor, the cure payment made by
the Seller shall be returned to the Seller. Notwithstanding the prior provisions
of this paragraph, the Seller, acting in its sole discretion, may effect a
repurchase or substitution (in accordance with the provisions of this Section
3(c) setting forth the manner in which a Mortgage Loan may be repurchased or
substituted) of a Mortgage Loan, as to which representation 30 set forth on
Schedule I has been breached, in lieu of paying the costs and expenses that were
the subject of the breach of representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the Collection Account, and, if applicable, the
delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, (i) the Trustee shall be required to execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller the legal and beneficial ownership of each
repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the
Trustee, the Custodian, the Master Servicer and the Special Servicer shall each
tender to the Seller, upon delivery to each of them of a receipt executed by the
Seller, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and (iii) the Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to Section 3 of this Agreement.
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SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership or moratorium, (B) other laws relating to
or affecting the rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
12
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser 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;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
13
(f) One or more letters from the independent accounting firm of Ernst
& Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of December 1, 2005, among the
Seller, Countrywide Commercial Real Estate Finance, Inc., KeyBank National
Association, IXIS Real Estate Capital Inc., the Purchaser, the Underwriters and
the Initial Purchasers. Both parties agree to use their best reasonable 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 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005,
between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed
by such parties;
(b) An officer's certificate of the Seller, executed by a duly
authorized officer 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 this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omit to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in light
of the circumstances under which they were made, not misleading, and (ii) such
officer has carefully examined the Specified Portions of the Private Placement
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Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which
certain classes of the Private Certificates are being privately offered) and
nothing has come to his attention that would lead him to believe that the
Specified Portions of the Memorandum, as of the date thereof or as of the
Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading. The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the diskette which
accompanies the Prospectus Supplement (insofar as such diskette is consistent
with Annex X-0, Xxxxx X-0 and/or Annex B), and the following sections of the
Prospectus Supplement (only to the extent that any such information relates to
the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of
any statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers",
"Summary of Prospectus Supplement--Relevant Parties--Glendale Galleria Pari
Passu and Subordinate Noteholders", "Summary of Prospectus Supplement--The
Mortgage Loans And The Mortgaged Real Properties," "Risk Factors" and
"Description of the Mortgage Pool". The "Specified Portions" of the Memorandum
shall consist of the Specified Portions of the Prospectus Supplement (as
attached as an exhibit to the Memorandum);
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of Delaware not earlier than thirty (30) days prior to the Closing
Date;
(f) A written opinion of counsel for the Seller relating to corporate
and enforceability matters (which opinion may be from in-house counsel, outside
counsel or a combination thereof), reasonably satisfactory to the Purchaser, its
counsel and the Rating Agencies, dated the Closing Date and addressed to the
Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the
Rating Agencies, together with such other written opinions, including as to
insolvency matters, as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in
15
connection with the transactions contemplated herein as set forth in the closing
statement prepared by the Purchaser and delivered to and approved by the Seller
on or before the Closing Date, and in the memorandum of understanding to which
the Seller and the Purchaser (or an affiliate thereof) are parties with respect
to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the Collection Account, the Distribution
Account or, if established, the REO Account whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 of this Agreement
shall be deemed to be an assignment of any security interest created hereunder;
(iv) the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be possession by the secured party for purposes of perfecting
the security interest pursuant to Section 9-313 of the UCC of the applicable
jurisdiction; and (v) notifications to persons (other than the Trustee) holding
such property, and acknowledgments, receipts or confirmations from persons
(other than the Trustee) holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the 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. The Seller does hereby consent to the filing by
the Purchaser of financing statements relating to the transactions contemplated
hereby without the signature of the Seller.
SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent by
facsimile or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
16
communications shall be deemed to have been duly given when transmitted by
facsimile or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 10. 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 (and by the Purchaser to the Trustee).
SECTION 11. 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 that prohibits
or renders void or unenforceable any provision hereof.
SECTION 12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 13. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND
THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL
BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO EACH
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
17
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
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 hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
SECTION 20. Cross-Collateralized Mortgage Loans. Each Crossed Loan
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
in a Crossed Loan Group 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 I 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 20. In addition, if there exists with respect to any Crossed
Loan Group only one original of any
18
document referred to in the definition of "Mortgage File" in this Agreement and
covering all the Mortgage Loans in such Crossed Loan Group, the inclusion of the
original of such document in the Mortgage File for any of the Mortgage Loans in
such Crossed Loan Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.
19
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxxx X. Xxx
------------------------------------
Name: Xxxxxx X. Xxx
Title: Vice President
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx or Director,
CMBS Securitization
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
MLML MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") 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 Cut-off Dates for the Mortgage Loans.
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 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). The Seller has 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); provided that recording and/or filing
of various transfer documents are to be completed after the Closing Date as
contemplated hereby and by the Pooling and Servicing Agreement. 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/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in December 2005, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent in the twelve-month
period immediately preceding the Due Date for such Mortgage Loan in December
2005, without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, 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/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment binding upon
the title insurer); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy or "marked-up" commitment binding upon the title
insurer); (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) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Crossed Group; and (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration. The 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, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such 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) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except that a license
may have been granted to the related Mortgagor 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
so long as no event of default has occurred under such Mortgage Loan; and each
assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage, executed and
delivered in favor of the Trustee is in recordable form (but for insertion of
the name of the assignee and any related recording information which is not yet
available to the Seller), and constitutes a legal, valid, binding and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable assignment of such Assignment of Leases from the relevant assignor
to the Trustee. The related Mortgage or related Assignment of Leases, subject to
applicable law, provides for the appointment of a receiver for the collection of
rents or for the related mortgagee to enter into possession to collect the rents
or provides for rents to be paid directly to the related mortgagee, if there is
an event of default. No person other than the related Mortgagor owns any
interest in any payments due under the related leases on which the Mortgagor is
the landlord, covered by the related Assignment of Leases.
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
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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 material portion
thereof has been released from the lien of such Mortgage and (c) the related
Mortgagor has not been released from its obligations under such Mortgage, in
whole or in material part.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
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). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of
the material improvements on the related Mortgaged Property encroach upon the
boundaries and, to the extent in effect at the time of construction, do not
encroach upon the building restriction lines of such property, and none of the
material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal amount of such Mortgage Loan after all
advances of principal, insuring that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to the Permitted
Encumbrances, except that in the case of a Mortgage Loan as to which the related
Mortgaged Property is made up of more than one parcel of property, each of which
is secured by a separate Mortgage, such Mortgage (and therefore the related
Title Policy) may be in an amount less than the original principal amount of the
Mortgage Loan, but is not less than the allocated amount of subject parcel
constituting a portion of the related Mortgaged Property. 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, no material claims have
been made thereunder and no claims have been paid thereunder. No 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, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) inures to
the benefit of the Trustee as sole insured without the consent of or notice to
the insurer. Such Title Policy
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contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) 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.
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
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee, pending the satisfaction of certain conditions
relating to leasing, repairs or other matters with respect to the related
Mortgaged Property), and there is no obligation for future advances with respect
thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
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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 the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial 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
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its 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. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its
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successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each other
agreement executed by or on behalf of the related Mortgagor 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, (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and (iii) public policy considerations underlying applicable
securities laws, to the extent that such public policy considerations limit the
enforceability of provisions that purport to provide indemnification from
liabilities under applicable securities laws, and except that certain provisions
in such loan documents may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the foregoing
clauses (i) and (ii)) such limitations or unenforceability will not render such
loan documents invalid as a whole or substantially interfere with the
mortgagee's realization of the principal benefits and/or security provided
thereby. There is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreements that would deny the mortgagee the principal
benefits intended to be provided thereby, except in each case, with respect to
the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance
charges.
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, if
rated by Fitch, a credit rating of at least "A-" by Fitch) 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
(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 full
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
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. 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), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance
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was available, a flood insurance policy 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 federal flood insurance program. Each Mortgaged Property
located in California or in seismic zones 3 and 4 is covered by seismic
insurance to the extent such Mortgaged Property has a probable maximum loss of
greater than twenty percent (20%) of the replacement value of the related
improvements, calculated using methodology acceptable to a reasonably prudent
commercial mortgage lender with respect to similar properties in the same area
or earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
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 at least 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. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage 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 all or part 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 Mortgagor 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 Mortgagor 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 representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such
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charge. For purposes of this representation and warranty, real property taxes
and assessments and other charges shall not be considered delinquent until the
date on which interest and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor 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 or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Leasehold Estate. If any Mortgage Loan is secured by the interest
of a Mortgagor as a lessee under a ground lease of all or a material portion of
a Mortgaged Property (together with any and all written amendments and
modifications thereof and any and all estoppels from or other agreements with
the ground lessor, a "Ground Lease"), but not by the related fee interest in
such Mortgaged Property or such material portion thereof (the "Fee Interest"),
then:
(i) such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease permits the interest of the lessee thereunder
to be encumbered by the related Mortgage; and there has been no material
change in the terms of such Ground Lease since its recordation, with the
exception of material changes reflected in written instruments which are a
part of the related Mortgage File; and if required by such Ground Lease,
the lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter
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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 amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
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;
(vi) 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;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term which does not end prior to the
5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if exercised,
would cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease for any reason,
including as a result of a rejection of such Ground Lease in a bankruptcy
proceeding involving the related Mortgagor, unless the mortgagee under such
Mortgage Loan fails to cure a default of the lessee that is susceptible to
cure by the mortgagee under such Ground Lease following notice thereof from
the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related 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 or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage
I-9
lender in the lending area where the related Mortgaged Property is located
at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair
market value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than amounts paid by the tenant as specifically provided under a related
lease or by the property manager), 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 Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related monthly payment.
I-10
22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor was in possession of all
material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, 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
I-11
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. 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 Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. 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.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
I-12
33. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration under the Mortgage
Note or Mortgage for any Mortgage Loan (other than payments due but not yet 30
days or more delinquent); provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement 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 any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
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
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
I-13
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, (i) the rate at which such
ARD Loan accrues interest will increase by at least two (2) percentage points
and (ii) the related Mortgagor is required to enter into a lockbox arrangement
on the ARD Loan whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the applicable
servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted for filing and/or recording
to a title company pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related information which is not yet available to the Seller) executed and
delivered in favor of the Trustee constitutes a legal, valid and, subject to the
limitations and exceptions set forth in representation 13 hereof, binding
assignment thereof from the relevant assignor to the Trustee. Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing or
recording of UCC Financing Statements are required in order to effect such
perfection.
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
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Except as disclosed in the
Prospectus Supplement, each Mortgage Loan begins to amortize prior to its Stated
Maturity Date or, in the case of an ARD Loan, prior to its Anticipated Repayment
Date.
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
I-14
Loan or receive any consideration in connection therewith which will remain in
effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
(identified on Annex D) that consists of a leasehold estate that is not a
material ground lease, which ground lease is not the subject of representation
18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrow deposits
are being conveyed hereunder to the Purchaser. Any and all material requirements
under each Mortgage Loan as to completion of any improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the date hereof, have been complied with in
all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
I-15
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;
in each case to the extent that 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.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. 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 mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies 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.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
I-16
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation #2 - Ownership of the Mortgage Loans
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Loan Number Loan Name Description of Exception
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Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
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Representation #4 - Lien; Valid Assignment
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxx - Missouri The Lender will have a valid and
enforceable first priority lien on
the fee estate of the mortgaged
Property and a direct assignment by
Borrower, as assignor, to Lender,
as assignee, of that certain Master
Lease (the "Master Lease") between
the Borrower, as Master Lessor, and
New Xxxxxxx Leasing, L.P., as
Master Lessee; provided, however,
that the Master Lessee will only
assign the subleases under the
Master Lease to the Borrower in
order to ensure that the Master
Lease is a "true lease" for tax
purposes, and thus, only by virtue
of the assignment of the Master
Lease from Borrower to Lender,
shall the subleases be indirectly
assigned to Lender. In addition,
although the Lender will have a
first priority lien on the fee
estate of the mortgaged Property
and assignments of the Master Lease
and its respective subleases, the
Master Lease will be also be
subordinated to the Lender's rights
under
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--------------------------------------------------------------------------------
the loan documents pursuant to a
Subordination Agreement to be
executed by the Master Lessee for
the benefit of Lender (the
"Subordination Agreement"), which
will contain a limited
non-disturbance provision for the
Master Lessee (which provision
would only become ineffective until
the date which is sixty-six months
immediately following the placed-in
service date for the Property (as
determined and defined by the
Internal Revenue Code) with respect
to the Federal Historic
Rehabilitation Tax Credits
associated with the Property and
allocated to the Limited Partner of
the Master Lessee in this
transaction.
--------------------------------------------------------------------------------
Ashford Hotel Portfolio With respect to seven of the
properties comprising the Mortgaged
Property of the Ashford Hotel
Portfolio, an affiliate of Marriott
International, Inc. serves as
manager of the mortgaged real
property and, pursuant to the
applicable management agreements,
maintains escrow reserve accounts
for payment of taxes and insurance,
and for replacement of furniture,
fixtures and equipment. The
mortgagee does not have a security
interest in these escrow accounts
held by the manager.
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Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
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Westminster City Center A tenant at the property has the
option to purchase the parcel that
it currently leases and a right of
first refusal with respect to such
parcel. The loan documents permit
the borrower to release such parcel
from the lien of the mortgage in
connection
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--------------------------------------------------------------------------------
with the exercise of such purchase
option or right of first refusal
upon the satisfaction of certain
conditions specified in the loan
documents.
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#5 - Assignment of Leases and Rents
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxx - Missouri The assignment of the Master Lease
from Borrower to Lender will
include an indirect assignment to
Lender of the subleases under the
Master Lease. Moreover, although
the Master Lease will be
subordinated pursuant to the
proposed Subordination Agreement,
due to the limited non-disturbance
provisions contained in the
Subordination Agreement, the Master
Lease may not be terminated until
the date which is sixty-six months
immediately following the placed-in
service date for the Property (as
determined and defined by the
Internal Revenue Code) with respect
to the Federal Historic
Rehabilitation Tax Credits
associated with the Property and
allocated to the Limited Partner of
the Master Lessee in this
transaction. In addition, the
Master Lease contains the
following:
(i) a purchase option for the
benefit of the Master
Lessee, which entitles
the Master Lessee, upon a
foreclosure of the
Property by the Lender
within six (6) years of
the date of Placement in
Service of the Property
(2004), to purchase the
leased Property from
Borrower for the fair
market value of the
Property less (A) any
amounts owed by the
Borrower or any of its
affiliates to the Master
Lessee, and (B) the
amount of any
indebtedness secured by
the liens or other
encumbrances affecting
the
--------------------------------------------------------------------------------
Property to which the
Master Lessee has
expressly agreed to take
subject to or assume.
(Please note that one of
the limited partners of
the Borrower has executed
an unsecured promissory
note (the "HTC Note") for
the benefit of the Master
Lessee in an amount equal
to $4,447,500.00) (the
HTC Note is the subject
of a subordination and
standstill agreement
entered into by the
Master Lessee); and
(ii) a right of offset for the
benefit of the Master
Lessee, exercisable at
any time upon notice to
the Borrower, which
entitles the Master
Lessee to subtract from
payments owed to the
Borrower under the Master
Lease any amounts owed by
Borrower or its
affiliates to the Master
Lessee (which would
include the HTC Note).
Notwithstanding the provisions
described in (i) and (ii) above,
all such rights shall be
subordinated pursuant to the
Subordination Agreement so long as
same is in effect.
--------------------------------------------------------------------------------
Xxxxxx Valley An amendment to the REA
(Declaration of Covenants,
Conditions and Restrictions for
Xxxxxx Valley recorded in Book 2034
at Page 516 of the Xxxxxxx County
records on May 11, 2001, as
amended) for Xxxxxx Valley Lot 3
(the "Property") is under
negotiation between Borrower and
Target, the proposed buyer of a
neighboring lot. The amendment will
have the effect of prohibiting a
liquor store, fitness center,
certain restaurants
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--------------------------------------------------------------------------------
(depending on size and location)
and educational facilities within
the Property (subject to
"grandfathering" of current leases)
and may affect the value and
marketability of the Property.
--------------------------------------------------------------------------------
Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
The security interest created by
the related mortgage and any
separate security instrument and
the assignment of leases are for
the benefit of the holder of the
Mortgage Loan included in the trust
and the holders of the other
mortgage loan, not included in the
trust.
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Representation #7 - Condition of Property; Condemnation
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Galileo NXL Retail Portfolio According to the Mortgagors, with
respect to the Normandy Square,
Jacksonville, Florida property, a
temporary easement is required by
the City of Jacksonville in
connection with a road widening and
drainage improvements on Xxxxxxxx
Road (an adjacent road with direct
access to the property). This
matter does not appear as an
exception to the title policy.
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Galileo NXL Retail Portfolio According to the Mortgagors, with
2 respect to the Hilltop Plaza,
Virginia Beach, Virginia property,
the Virginia Department of
Transportation is imposing an
underground utility easement and
temporary construction easement as
part of a project to widen Xxxxxx
Road (an adjacent road with direct
access to the property). This
matter does not appear as
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
an exception to the title policy.
--------------------------------------------------------------------------------
Lodgian Hotel Portfolio #4 One of the eight hospitality
properties constituting the
Mortgaged Property has suffered
hurricane damage in both 2004 and
2005 and further damage occurred
during related clean up operations
in 2004. MLML has been informed by
the related borrower that the
reconstruction is 90% complete.
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Ashford Hotel Portfolio Two of the eight properties
constituting the Mortgaged Property
have suffered hurricane damage: (i)
with respect to Crowne Plaza Key
West, MLML has been informed by the
related borrower that a preliminary
assessment indicates that total
damages do not exceed $100,000, and
that the borrower has contacted a
local remediation company and
contractors to obtain estimates and
commence repairs; and (ii) with
respect to Residence Inn Orland Sea
World, the property experienced
only minimal damage to the chimney.
--------------------------------------------------------------------------------
Representation #8 - Title Insurance
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
000 X. X Xxxxxx A portion of the improvements on
the related Mortgaged Property
encroaches on an easement and also
violates the terms and provisions
of an REA Agreement affecting the
related Mortgaged Property. The
estoppel received from an REA party
showed this circumstance as a
default under the REA Agreement.
Borrower agreed to cause the
easement to be relocated. An
additional non-recourse carveout
was added to the related loan
documents for losses incurred as a
result of the encroachment on both
the easement and on account of any
losses incurred as a result of the
default under the REA. Affirmative
coverage was also obtained
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
for this matter from the title
company.
--------------------------------------------------------------------------------
Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
Only the right, title and interest
of the Seller in the mortgage loan
identified on the Mortgage Loan
Schedule is being conveyed to the
Purchaser.
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Representation #10 - Mortgage Provisions
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Loan Number Loan Name Description of Exception
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Quads 345/Xxxxxx Cotton The related Mortgage Loan Documents
Center provide that the related Mortgagor
shall not be required to incur a
cost for a terrorism insurance
policy that is in excess of two
times the cost of the premium for
the terrorism insurance policy as
of the date of the closing of the
related Mortgage Loan (the
"Terrorism Insurance Cap"). In the
event that the annual premium for
any such terrorism insurance policy
exceeds the Terrorism Insurance
Cap, the related Mortgagor shall be
required to obtain and maintain a
terrorism insurance policy
providing coverage for as much of
the loss, cost, damage and
liability caused by "terrorism" or
"terrorist acts" as is available
for a premium equal to the
Terrorism Insurance Cap.
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Princess Xxxx The terrorism insurance requirement
has been waived.
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Xxxxxx Point Pavilion Borrower shall not be required to
Mortgage Loan spend on terrorism insurance, in
any fiscal year, more than two (2)
times the cost (as of the
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closing date) of the insurance
premiums for the insurance required
by Section 7.1(a) of the loan
agreement (the "Terrorism Insurance
Cost Cap") and if the cost of
terrorism insurance exceeds the
Terrorism Insurance Cost Cap,
Borrower shall purchase the maximum
amount of terrorism insurance
obtainable for a premium equal in
amount to the Terrorism Insurance
Cost Cap.
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Klahanie Village Shopping Borrower shall not be required to
Center Mortgage Loan and spend on terrorism insurance, in
Wilderness Village Shopping any fiscal year, more than three
Center Mortgage Loan (3) times the cost of the insurance
premiums for the insurance required
by Section 7.1(a) of the loan
agreement in any fiscal year (the
"Terrorism Insurance Cost Cap") and
if the cost of terrorism insurance
exceeds the Terrorism Insurance
Cost Cap, Borrower shall purchase
the maximum amount of terrorism
insurance obtainable for a premium
equal in amount to the Terrorism
Insurance Cost Cap.
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Deer Park and Xxxxxxx Xxxx For so long as TRIA is in effect,
the term "terrorism" shall have the
meaning assigned to terrorism in
TRIA.
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Xxxxxxxx Market Place The Loan Documents provide that
lack of terrorism coverage shall
not constitute an Event of Default
if such coverage cannot be obtained
at commercially reasonable rates.
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Glendale Galleria Borrower is required to maintain
terrorism insurance provided such
insurance is (a) commercially
available, and (b) can be obtained
at commercially reasonable costs.
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Ashford Hotel Portfolio With respect to seven of the
properties comprising the Mortgaged
Property of the Ashford Hotel
Portfolio, the Mortgage Loan
documents require the Mortgagors to
maintain insurance coverage for
acts of terrorism, however, the
Mortgage Loan
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documents also specify that so long
as Marriott International, Inc. or
any affiliate thereof ("Marriott")
is managing the Mortgaged Property,
the related Mortgagors are
participating in Marriott's
insurance programs in accordance
with the applicable management
agreements and no default is
continuing under any such
management agreement beyond
applicable notice and cure periods,
the insurance provisions set forth
in the Marriott management
agreements shall control and govern
any inconsistent provisions in the
Mortgage Loan documents. The
Marriott management agreements
require terrorism insurance to be
maintained (if excluded under the
casualty insurance maintained
pursuant to the management
agreements) as available under the
Terrorism Risk Insurance Act (as
the same may be amended or
replaced) or if such Act is no
longer available to the extent such
coverage is available at
commercially reasonable terms.
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Representation #12 - Environmental Conditions
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Loan Number Loan Name Description of Exception
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Galileo NXL Retail In the Mortgage Loan documents,
Portfolio, Westminster City Mortgagors represent and warrant
Center and Galileo NXL that: (A) except as may be
Retail Portfolio 2 disclosed in the environmental
reports provided to Lender, there
are no claims, liabilities,
investigations, litigation,
administrative proceedings, pending
or to the knowledge of the
Mortgagors, threatened, or
judgments or orders relating to any
hazardous materials (collectively,
"Environmental Claims") asserted
or, to the knowledge of the
Mortgagors, threatened against any
Mortgagor or relating to any
Property and except as disclosed in
the environmental reports delivered
to Lender prior to the closing of
the Mortgage Loan, no Mortgagor
nor, to
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the knowledge of the Mortgagors,
any other Person has caused or
permitted any hazardous materials
to be used, generated, reclaimed,
transported, released, treated,
stored or disposed of in a manner
which could form the basis for an
Environmental Claim against any
Mortgagor or relating to any
Property; and (B) except as
disclosed in the environmental
reports delivered to Lender prior
to the closing of the Mortgage
Loan, except for materials
customarily used or stored in
connection with operation and
management of properties similar to
the Properties, which materials at
the Properties exist only in legal
quantities and are stored,
contained, transported, used,
released, and disposed of legally
and without violation of any
Environmental Laws, to the
knowledge of the Mortgagors, no
hazardous materials are or were
stored or otherwise located, and no
underground storage tanks or
surface impoundments are or were
located, on any Property or any
other real property currently or
formerly owned, leased or operated
by any Mortgagor, or to the
knowledge of the Mortgagors, on
adjacent parcels of real property,
and no part of such real property,
or to the knowledge of the
Mortgagors, no part of such
adjacent parcels of real property,
including the groundwater located
therein or thereunder, is presently
contaminated by hazardous
materials. "Environmental Laws"
means any Federal, state, or local
law, ordinance or regulation or any
court judgment or order of any
Federal, state or local agency or
regulatory body applicable to
Mortgagor or to any Property
relating to industrial hygiene or
to environmental or unsafe
conditions including, but not
limited to, those relating to the
generation, manufacture, storage,
handling, transportation, disposal,
release, emission or discharge of
hazardous material, those
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in connection with the
construction, fuel supply, power
generation and transmission, waste
disposal or any other operations or
processes relating to any Property,
and those relating to the
atmosphere, soil, surface and
ground water, wetlands, stream
sediments and vegetation on, under,
in or about any Property.
"Environmental Laws" also shall
include, but not be limited to, the
Comprehensive Environmental
Response, Compensation and
Liability Act, the Hazardous
Materials Transportation Act, the
Resource Conservation and Recovery
Act, the Solid Waste Disposal Act,
the Clean Water Act, the Clean Air
Act, the Toxic Substance Control
Act, the Safe Drinking Water Act
and the Occupational Safety and
Health Act, and all regulations
adopted in respect to the foregoing
laws. The indemnity does not cover
any losses, liabilities,
obligations, claims, damages,
penalties, causes of action, fines
and out-of-pocket costs or expenses
arising solely from the gross
negligence or willful misconduct of
the mortgagee. The indemnity does
not cover claims to the extent
occurring after the date of
transfer of title to the related
Mortgaged Property to any
indemnified party by foreclosure,
deed-in-lieu thereof, the exercise
of any power of sale or otherwise;
provided that the indemnitors can
prove that such claim did not arise
from any hazardous materials which
existed on, in, under or affecting
such Mortgaged Property prior to
transfer date.
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Representation #14 - Insurance
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Loan Number Loan Name Description of Exception
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Lowes Tyson's Corner As of closing, such policy was in
place. However, Borrower has an
ongoing obligation to obtain
terrorism coverage so long as such
insurance coverage is
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available at commercially
reasonable rates as determined by
lender in its sole discretion (in
this instance, it shall not be
deemed "commercially reasonable" if
the cost of such insurance coverage
shall exceed two times the annual
premiums then payable for the all
risk insurance and business income
insurance coverage required to be
maintained pursuant to the loan
documents, excluding terrorism
coverage for the Property on a
stand-alone basis). Borrower will
maintain such insurance for perils
and acts of terrorism for the
maximum amount obtainable within
the definition of commercially
reasonable cost as set forth above.
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Glendale Galleria The Glendale Galleria Loan requires
Borrower to obtain flood hazard
insurance in an amount equal to the
lesser of (i) the outstanding
principal balance of the Note or
(ii) the maximum amount of such
insurance available under the
National Flood Insurance Act of
1968, the Flood Disaster Protection
Act of 1973 or the National Flood
Insurance Reform Act of 1994.
The Glendale Galleria Loan requires
Borrower to obtain earthquake
insurance, provided the Property is
located in seismic zone 3 or 4,
with coverage amounts of not less
than the product of the "Probable
Maximum Loss" applicable to the
Property, as set forth in the
seismic report satisfactory to
Lender prepared by a seismic
engineer or other qualified
consultant, multiplied by the
replacement cost of the
Improvements as such replacement
cast may be reasonably estimated by
Lender, and with a deducible not to
exceed 5% of the total insured
value at risk.
The following are the required
ratings, pursuant to the Loan
Agreement:
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1. Borrower will maintain the (i)
workers' compensation, motor
vehicle liability and earthquake
insurance coverage pursuant to
policies issued by either (A) one
or more financially sound and
responsible insurance companies
authorized to do business in the
state in which the Property is
located and having a claims paying
ability rating of "A" or better by
S&P or (B) a syndicate of insurers
through which (1) at least fifty
percent (50%) of claims coverage
shall be with one or more carriers
having a claims-paying-ability
rating by A.M. Best of "A-X" or
better, (2) subject to the
requirement set forth in Section
6.1(b)(ii)(B)(1) of the Loan
Agreement, at least ninety percent
(90%) of claims coverage (inclusive
of the coverage provided by
carriers described in (1) above)
shall be with one or more carriers
having a claims paying ability
rating by A.M. Best of "A-VIII" or
better, (3) the balance of the
coverage not to exceed ten percent
(10%) of claims coverage is with
one or more carriers having a
claims paying ability rating by
A.M. Best of "A-VII" or better and
(4) provided, further, with regard
to any insurance carrier which has
a claims-paying-ability rating by
A.M. Best of less than "A-X" such
carrier may not represent more than
five percent (5%) of the total
earthquake insurance.
2. Borrower will maintain the
commercial general liability
insurance coverage with either (A)
one or more other domestic primary
insurers having or a syndicate of
insurers through which at least
sixty percent (60%) of the coverage
is with carriers having a
claims-paying-ability rating by S&P
not lower than "A", at least
seventy-five percent (75%) of the
coverage (including, for the
purposes of such calculation, the
carriers which are rated not lower
than "A") is with carriers
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having a claims-paying-ability
rating by S&P not lower than "BBB"
or (B) one or more carriers having
a claims paying ability rating by
A.M. Best of "A/X" or better.
Except as set forth in clauses (1)
and (2) above, Borrower will
maintain (1) the insurance coverage
described in Section 6.1(a) of the
Loan Agreement with either (A) one
or more financially sound and
responsible insurance companies
authorized to do business in the
state in which the Property is
located and having a
claims-paying-ability rating by S&P
not lower than "A" or (B) a
syndicate of insurers through which
at least seventy-five percent (75%)
of the coverage (if there are 4 or
fewer members of the syndicate) or
at least 60% of the coverage (if
there are 5 or more members of the
syndicate) is with carriers having
a claims-paying-ability rating by
S&P not lower than "A" and the
balance of the coverage is, in each
case, with insurers having a
claims-paying-ability rating by S&P
of not lower than "BBB", provided
that in each case, the first loss
risk is borne by the carriers
having a claims-paying-rating by
S&P of not lower than "A", and (2)
the flood hazard insurance coverage
described in Section 6.1(a)(i) of
the Loan Agreement with any
insurance company authorized by the
United States government to issue
such insurance provided such flood
hazard insurance is reinsured by
the United States government.
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Ashford Hotel Portfolio With respect to seven of the
properties comprising the Mortgaged
Property of the Ashford Hotel
Portfolio, the Mortgage Loan
documents specify that so long as
Marriott International, Inc. or any
affiliate thereof ("Marriott") is
managing the Mortgaged Property,
the related Mortgagors are
participating in Marriott's
insurance programs in accordance
with the
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applicable management agreements
and no default is continuing under
any such management agreement
beyond applicable notice and cure
periods, the insurance provisions
set forth in the Marriott
management agreements shall control
and govern any inconsistent
provisions in the Mortgage Loan
documents. The management
agreements provide that Marriott,
in its discretion and provided
certain other conditions are
satisfied, may maintain the
specified insurance on behalf of
the related Mortgagors.
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Lodgian Hotel Portfolio #4 If any insurance coverage is
maintained by a syndicate of
insurers, the ratings requirements
will be satisfied if 75% of the
syndicate (if four or fewer
members) or 60% (if five or more
members) maintain at least an AA-
rating and all carriers maintain a
rating of at least BBB. Lender
approved Landmark American as an
insurer for property coverages over
$25 million until renewal of the
then current insurance policies;
thereafter insurers with at least
an A rating are required.
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Galileo NXL Retail Other than with respect to D&O
Portfolio, Westminster City Insurance, an insurance company
Center and Galileo NXL shall not be satisfactory unless
Retail Portfolio 2 such insurance company (a) is
licensed or authorized to issue
insurance in the State where the
Property is located and (b) has a
claims paying ability rating by the
rating agencies of AA- (or its
equivalent). Notwithstanding the
foregoing, a carrier which does not
meet the foregoing ratings
requirement shall nevertheless be
deemed acceptable hereunder
provided that such carrier is
reasonably acceptable to Lender and
the Borrower shall obtain and
deliver to Lender a rating
confirmation with respect to such
carrier from each of the rating
agencies, provided, however, if any
required insurance coverage is
maintained by a syndicate of
insurers, the preceding ratings
requirements shall be deemed
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satisfied (without any required
rating confirmation) as long as at
least seventy five percent (75%) of
the coverage (if there are four or
fewer members of the syndicate) or
at least sixty percent (60%) of the
coverage (if there are five or more
members of the syndicate) is
maintained with carriers meeting
the claims-paying ability ratings
requirements by S&P and Xxxxx'x (if
applicable) set forth above and all
carriers in such syndicate have a
claims-paying ability rating by S&P
of not less than "BBB" and by
Xxxxx'x of not less than "Baa2" (to
the extent rated by Xxxxx'x).
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Representation #17 - Local Law Compliance
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Loan Number Loan Name Description of Exception
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Glendale Galleria The City of Glendale alleges that
Borrower has violated the parking
leases and REA by failing to
provide adequate parking. Borrower
disputes same and has delivered to
Lender an indemnity agreement to
cover costs of correcting
deficiency and otherwise indemnify
Lender against losses. The loss of
parking leases will not deprive
property of parking since the
parking garages are subject to the
REA and must be maintained for
parking rights benefiting Glendale
Galleria.
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Ashford Hotel Portfolio The Courtyard - Overland Park, KS
property is nonconforming as to
parking (site is five parking
spaces short of the requirement),
however, the zoning consultant's
report indicates that the property
has sufficient area to accommodate
the required additional spaces. The
Mortgage Loan documents include
specific representations of
Mortgagor that parking at the
Mortgaged Property is sufficient to
satisfy all applicable legal
requirements, or that the
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applicable Mortgagor has the
capability to and will restripe the
parking areas at such Mortgaged
Property in conformance with all
applicable legal requirements if
requested or required by any
governmental authority to comply
with such legal requirements.
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Xxxxxxxxxxxxxx #00 - Xxxxxxxxx Xxxxxx Only
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Loan Number Loan Name Description of Exception
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CVS Thibodaux As to representation (vii), this is
an Anticipated Repayment Date Loan.
The ground lease term extends 30
years past the Anticipated
Repayment Date. The outside
maturity date is October 1, 2034.
The ground lease termination date
is December 1, 2044.
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Galileo NXL Retail Portfolio The Mortgage Loan is secured in
part by a Leasehold Mortgage at the
Grand Central Plaza, Parkersburg,
West Virginia property.
As to representation 18(iii), in
connection with any such assignment
contemplated in such
representation, the Mortgagor shall
not be in default and the assignee
shall assume the Ground Lease. As
to representation 18(vi), with
respect to non-monetary defaults,
Lessor agrees that Mortgagee shall
have additional time as Mortgagee
reasonably requires to remedy or
cause to be remedied non-monetary
defaults and to not terminate the
Ground Lease so long as Mortgagee
attempts to remedy such default
with diligence towards completion.
As to representation 18(viii), in
the case of termination as a result
of rejection in a bankruptcy
proceeding, such rejection shall be
deemed an assignment by Mortgagor
to the Lender of the Property and
all of Mortgagor's interest under
the Ground Lease.
As to representation 18(xi), the
ground lease for the Grand Central
Plaza property
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is silent as to amendments in all
respects; however, the Mortgage
Loan documents provide that no
Mortgagor shall modify, amend,
terminate, or surrender any Ground
Lease, in each case without the
prior written consent of Lender,
which consent may be withheld by
Lender in its reasonable discretion
and any attempted or purported
modification, amendment, surrender
or termination of any Ground Lease
without Lender's prior written
consent shall be null and void and
of no force or effect.
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Glendale Galleria An Estoppel provided by the City of
Glendale indicates that Borrower
has provided an insufficient number
of parking spaces at the Property
in violation of the terms of the
ground leases. Borrower disputes
same and has caused an indemnity to
be executed and delivered to Lender
to take all action necessary to
cure the parking deficiency.
As to representation (viii), the
Ground Lease does not specifically
provide for new lease in the event
of termination for bankruptcy.
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Ashford Hotel Portfolio As to representation (iii), the
property known as Crowne Plaza -
Key West, FL is subject to a ground
lease. The lessor under the ground
lease has a right of first refusal
to purchase the subject property
upon any voluntary or involuntary
transfer of the property by the
lessee or transfer of the
beneficial ownership interests in
the lessee, including any
foreclosure, deed in lieu of
foreclosure or other exercise of
remedies by the leasehold
mortgagee. The purchase price to be
paid by the lessor upon exercise of
the right of first refusal shall be
equal to the remaining principal
balance of the outstanding mortgage
loan allocated to the leasehold
property, plus any accrued and
unpaid interest thereon.
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Representation #22 - Legal Proceedings
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
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Galileo NXL Retail Portfolio Borrower provided the following
descriptions relating to litigation
in the loan agreement:
Perry Market Place, Perry, Georgia,
property: Tenant Bhavani Hi styles
Fashions (Lease No. 1190001).
Action commenced. Tenant
counterclaims for $50K alleging New
Plan failed to approve Tenant's
sign (sign did not conform to sign
criteria for shopping center).
Action currently in discovery.
Vail Ranch Center, Temecula,
California, property: Tenant
Chinese Restaurant (Lease No.
1290009): Shanns' signed written
lease on June 26, 2001. At time
lease was signed, the property was
managed by Landgrant. The building
had not been constructed at the
time the lease was signed. The
Shanns intended on opening a
Chinese restaurant. Parties were
aware of possible delays in
construction. Lease specifically
provides that lease commencement
will occur at the earliest of when
tenant opens for business or within
60 days of notice of substantial
completion by landlord to tenant.
Restaurant never opened. New Plan
filed an Unlawful Detainer action
on May 6, 2004. A Judgment for
Possession obtained on May 14, 2004
and a Writ for Possession issued.
On June 26, 2004, the Shanns filed
an action against New Plan based
upon breach of contract, fraud and
deceit, negligent
misrepresentation, and breach of
the duty of good faith and fair
dealing. On October 4, 2004, New
Plan filed an Answer to the
complaint and filed a Cross
Complaint for breach of contract,
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common counts, and breach of
implied covenant of good faith and
fair dealing. The borrower
indicated that a judgment was
entered into against New Plan on
November 8, 2005 in the approximate
amount of $253,000.
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Marriott Racine Pursuant to an Undertaking and
Indemnity Agreement executed by
borrower, guarantors and Xxxxx
Xxxxxx, a principal of borrower, in
favor of Lender, parties agree to
deliver to Lender notice of any
attempts by judgement creditor to
enforce or execute the judgment and
writ of execution against Xxxxx
Xxxxxx with indemnity for losses
incurred by Lender in event of
failure to notify Lender and
enforcement of such judgment. On or
about December 9, 1997, a default
judgement was entered against Xxxxx
X. Xxxxxx, among others, in Xxxxxx
v. Chicago Huron Partners, 97 Civ.
2810 (JFG)(ND Ill.). The case
involved an ERISA claim by a union
and pension plan. A Judgement Order
against, amongst others, Xxxxx
Xxxxxx dated December 8, 1997 was
issued by the United States
District Court of the Northern
District of Illinois and a Writ of
Execution dated November 26, 2001
was issued by the United States
District Court of the District of
Connecticut setting forth that as
of the date of the Writ of
Execution that the total
outstanding unpaid judgement
against Xxxxx Xxxxxx was
$305,860.66 with interest
calculated through December 4, 1997
and accruing thereon until the date
of payment.
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Westminster City Center Borrower provided the following
description relating to litigation
in the loan agreement:
Xxxxxxxx Xxxxx Expansive Soils
Litigation: Lawsuit filed by New
Plan (predecessor to current owner)
against
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former owner (Xxxxxxxx Xxxxx) re:
expansive soils issue. This action
has been brought by the current
borrower, who currently is not
subject to any counterclaims in the
litigation. The action relates to
cracks in the foundation due to
settling after construction. The
amount in issue is $125,000 which
was the amount the former owner put
in escrow to deal with the repair
of floor tile heaving and related
matters. The suit involved the
release of this amount.
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Representation #23 - Other Mortgage Liens
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Loan Number Loan Name Description of Exception
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Quads 345/Xxxxxx Cotton While not specifically referring to
Center, Camino Village rating agency fees, the related
Shopping Center, Carmel Mortgage Loan documents require
Xxxxx, Strawberry Fields, that the Mortgagor pay the lender's
Anthem Shopping Center, costs in connection with the
Xxxxxxxxx Plaza, Xxxxxxx related Mortgagor seeking the
Shopping Center, Empire lender's consent to an encumbrance.
Shopping Center, Inverness
Heights, Parkway Crossing
and Regents Plaza
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Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
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Representation #26 - Licenses and Permits
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Loan Number Loan Name Description of Exception
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East Towne Mortgagor will provide certificate
of occupancy for several tenant
spaces post-closing, and Mortgagor
and indemnitor of the Loan are
liable for losses resulting
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from failure to do so.
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Fresh Direct Mortgagor will provide a permanent
certificate of occupancy
post-closing, and Mortgagor and
indemnitor of the Loan are liable
for losses resulting from failure
to do so.
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Commerce Bank Mortgagor will maintain Temporary
Certificate of Occupancy with
respect to Property until issuance
of a final Certificate of Occupancy
and will deliver a final
Certificate of Occupancy within 270
days of closing (Lender may permit
extension for period not to exceed
90 days).
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Fountain Square Plaza Mortgagor will provide certificate
of occupancy for several tenant
spaces post-closing, and Mortgagor
and indemnitor of the Loan are
liable for losses resulting from
failure to do so.
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Avalon Town Center Borrower has made a clean
representation in the loan
agreement that it has all
certificates of occupancy required
for the use, ownership and
operation of the property, however,
zoning report states that the city
was unable to locate certificates
of occupancy for five (5) tenants
and that such is a violation but
according to a city official, such
violation will not impose a fine or
shut down the businesses.
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Representation #28 - Releases of Mortgaged Properties
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Loan Number Loan Name Description of Exception
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Westminster City Center, Parcel releases are permitted upon
Galileo NXL Retail Portfolio the satisfaction of certain
and Galileo NXL Retail conditions specified in the loan
Portfolio 2 documents. In addition, with
respect to Westminster City Center
only, a tenant at the property has
the option to purchase the parcel
that it currently leases and a
right of first refusal with respect
to such parcel. The loan documents
permit
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the borrower to release such parcel
from the lien of the mortgage in
connection with the exercise of
such purchase option or right of
first refusal upon the satisfaction
of certain conditions specified in
the loan documents.
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Del Mar Heights Village The mortgage loan permits the
release for no consideration
(pursuant to the terms of the loan
agreement) of one (1) improved
parcel of land for which Seller did
not give any material value in
underwriting the loan.
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Representation #30 - Defeasance and Assumption of Costs
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Loan Number Loan Name Description of Exception
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Quads 345/Xxxxxx Cotton While not specifically referring to
Center, Camino Village rating agency fees, the related
Shopping Center, Carmel Mortgage Loan documents require
Xxxxx, Strawberry Fields, that the Mortgagor pay the lender's
Anthem Shopping Center, costs in connections with a
Xxxxxxxxx Plaza, Xxxxxxx defeasance.
Shopping Center, Empire
Shopping Center, Inverness
Heights, Parkway Crossing,
Regents Plaza and Lodgian
Hotel Portfolio #4
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Galileo NXL Retail The transfer provisions of the
Portfolio, Westminster City Mortgage Loan documents do not
Center and Galileo NXL explicitly provide for the payment
Retail Portfolio 2 of Lender's fees relating to
transfers. However, the Mortgage
Loan documents provide that whether
or not the transactions
contemplated thereby shall be
consummated, except as otherwise
expressly provided in Article X to
the loan agreement for the Mortgage
Loan, the Mortgagors shall be
liable for and agrees to promptly
pay all reasonable fees, costs and
expenses incurred by Lender in
connection with any matters
contemplated by or arising out of
the loan agreement, including the
following, and all such fees, costs
and expenses shall be part of the
Obligations, payable on demand: (A)
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reasonable fees, costs and expenses
(including reasonable attorneys'
fees, and reasonable fees of other
professionals retained by Lender)
incurred in connection with the
examination, review, due diligence
investigation, documentation and
closing of the financing
arrangements evidenced by the
Mortgage Loan documents; (B)
reasonable fees, costs and expenses
(including reasonable attorneys'
fees and fees of other
professionals retained by Lender)
incurred in connection with the
administration of the Mortgage Loan
documents and the Mortgage Loan and
any amendments, modifications and
waivers relating thereto; (C)
reasonable fees, costs and expenses
(including reasonable attorneys'
fees) incurred in connection with
the review, documentation,
negotiation, closing and
administration of any subordination
or intercreditor agreements; and
(D) reasonable fees, costs and
expenses (including attorneys' fees
and fees of other professionals
retained by Lender) incurred in any
action to enforce or interpret the
Mortgage Loan documents or to
collect any payments due from any
Mortgagor under the Mortgage Loan
documents or incurred in connection
with any refinancing or
restructuring of the credit
arrangements provided under the
Mortgage Loan documents, whether in
the nature of a "workout" or in
connection with any insolvency or
bankruptcy proceedings or
otherwise."
--------------------------------------------------------------------------------
Representation #34 - Due-on-Sale
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
The Plaza Due to the cooperative ownership of
the Plaza Loan Borrower, neither
(i) the transfer of shares in the
housing cooperative and the
assignment of proprietary leases
relating thereto from
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
one tenant-shareholder to a new
tenant-shareholder nor (ii) the
pledge of tenant-shareholder shares
and proprietary leases as security
for a loan to the shareholder in
accordance with the terms of the
proprietary lease, bylaws and house
rules (which provide, among other
things, that the tenant cannot
pledge more than forty-nine percent
(49%) of the Fair Market Value (as
determined by the Borrower's board
of directors) of such collateral as
security for the loan) shall be
deemed to be a prohibited transfer
under the loan documents.
--------------------------------------------------------------------------------
The Klahanie Village The mortgage loans allow the
Shopping Center, and holders of the direct and/or
Wilderness Village Shopping indirect equity interests in the
Center respective borrowers (other than
any deal required special purpose
entity's direct equity interest in
the borrower (if any)) to pledge
their equity interests in the
respective borrower in connection
with a mezzanine loan.
--------------------------------------------------------------------------------
Galileo NXL Retail The Mortgage Loan documents permit,
Portfolio, Westminster City without the consent of the holder
Center and Galileo NXL of the Mortgage, other transfers
Retail Portfolio 2 and sales of all or any portion of
the Mortgaged Property and of
interests in any or all of the
related Mortgagors upon
satisfaction of certain conditions
set forth in the Mortgage Loan
documents.
--------------------------------------------------------------------------------
Glendale Galleria The Loan Agreement permits the sale
or conveyance of the property and
the transfer or sale of controlling
interests in the Borrower pursuant
to terms and conditions set forth
in Section 5.2.12 of the Loan
Agreement.
--------------------------------------------------------------------------------
Ashford Hotel Portfolio Transfers of less than 49% of the
equity interests in Mortgagor are
permitted. Provided that no event
of default has occurred and is
continuing, transfers of
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
more than 49% of the equity
interests in Mortgagor are
permitted upon satisfaction of
certain specified conditions and so
long as (a) prior to any secondary
market transaction, lender shall
have consented to such transfer,
such consent not to be unreasonably
withheld or delayed, and (b) after
any secondary market transaction,
Mortgagor shall have delivered (or
shall have caused to be delivered)
to lender written confirmation from
each of the rating agencies rating
any securities issued in connection
with a secondary market transaction
that such transfer will not result
in a downgrade, withdrawal or
qualification of any such
securities.
Provided that no event of default
has occurred and is continuing, the
sale of all (but not fewer than
all) of the Mortgaged Properties to
another party shall be permitted
upon satisfaction of certain
specified conditions and so long as
(a) prior to any secondary market
transaction, lender shall have
consented to such transfer, such
consent not to be unreasonably
withheld or delayed, and (b) after
any secondary market transaction,
Mortgagor shall have delivered (or
shall have caused to be delivered)
to lender written confirmation from
each of the rating agencies rating
any securities issued in connection
with a secondary market transaction
that such transfer will not result
in a downgrade, withdrawal or
qualification of any such
securities.
--------------------------------------------------------------------------------
Fresh Direct In addition to the standard
Permitted Transfers for estate
planning purposes, transfers by
operation of law and transfers of
less than 49% of the equity
interests in the Mortgagor, the
Guarantor and their affiliates,
those entities are permitted to
engage in the following transfers:
Transfers in one or a series
of transactions of equity interests
in the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mortgagor, the Guarantor or their
affiliates are permitted without
Lender's consent as long as the
Crown Entities which are majority
owned or controlled by Xxxxx
Xxxxxxxx continue to own more than
50% of the Guarantor; and if there
is a transfer of 51% or more of the
voting stock of the Guarantor (a
"Change of Control"), then Lender's
consent is required not to be
unreasonably withheld.
An initial public offering of
stock in the Guarantor without a
Change of Control may be
accomplished without Lender's
consent; however, an initial public
offering of stock in the Guarantor
that involves a Change of Control
requires Lender's consent, not to
be unreasonably withheld.
After an initial public
offering of stock in the Guarantor
without a Change of Control and
without Lender's consent, in a
transaction resulting in a Change
of Control in the Crown Entities
which are majority owned or
controlled by Xxxxx Xxxxxxxx,
Lender's consent is required not to
be unreasonably withheld.
When Lender's consent to a Change
of Control is required but not to
be unreasonably withheld, Lender
shall in all events not withhold
consent to a Change of Control if
such transaction results in the
investment of additional equity
capital (whether in form of common
or preferred stock) in Guarantor or
otherwise results in an improvement
in the financial condition and the
resulting creditworthiness of the
Guarantor and the transferee is the
subject of a Positive Credit
Search. A "Positive Credit Search"
shall mean Lender shall obtain
credit checks and public record
searches against the transferee
which show it to be solvent, have
never been convicted of a felony,
not presently the subject of a
voluntary or involuntary bankruptcy
or other insolvency
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
proceeding, and have no outstanding
judgments which are material in
nature for which a reasonably
acceptable explanation is not
forthcoming and received and
reviewed by Lender, have no current
outstanding tax liens filed against
it, and not disclose any material
circumstance that would have a
detrimental bearing on the fitness
of the subject to be a controlling
person of a loan of similar nature
from an institutional lender using
reasonably prudent underwriting and
lending standards.
--------------------------------------------------------------------------------
Representation #35 - Single Purpose Entity
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Lake Frederica Borrower and managing member are
"recycled" SPEs. There is a
non-recourse carveout for losses
relating to prior acts/omissions.
--------------------------------------------------------------------------------
The Plaza The nature of the cooperative
housing corporation's
organizational documents, and the
amendment procedures contained
therein, prohibits the insertion of
Lender's standard single purpose
entity provisions into the
organizational documents. However,
the Plaza Loan Borrower is, and has
always been, a single asset owning
cooperative housing corporation.
The loan documents contain forward-
and backward-looking provisions in
which Borrower represents that it
has complied fully with Lender's
standard single purpose entity
provisions and whereby Borrower
covenants to continue to abide by
such provisions for so long as the
Loan is outstanding. Furthermore,
Internal Revenue Code requirements
for the continued qualification of
an entity as a cooperative housing
corporation prohibit the borrower
from obtaining twenty percent (20%)
or more of its gross income from
sources other than
tenant-stockholders and prohibit
distributions of
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
earnings or profits of the
Borrower, further limiting the
Borrower's ability and incentive to
engage in off-site activities.
--------------------------------------------------------------------------------
Del Mar Heights Village The borrower is a recycled SPE
entity that previously owned real
property other than the mortgaged
property. The other property owned
by the recycled SPE was sold in
1985 and borrower certified to
Seller that a phase one was
performed with respect to the other
property and no further
investigation was noted.
--------------------------------------------------------------------------------
Lodgian Hotel Portfolio #4 Certain Mortgagors owned additional
properties prior to the closing of
the Mortgage Loan. Such additional
properties were transferred to
other entities and constitute
collateral for other loans
originated by Xxxxxxx Xxxxx
simultaneously with the subject
Mortgage Loan.
--------------------------------------------------------------------------------
Representation #36 - Whole Loan
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
--------------------------------------------------------------------------------
Representation #37 - Tax Parcels
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Commerce Bank The tax parcel with respect to the
Property includes real property
which is not a part of the
Property. A separate reserve in the
amount of $10,000 (estimated to be
approximately twice the tax amount)
is being held until (i) the
Mortgaged
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Property is assessed as a separate
tax parcel and (ii) the title
company issues a separate tax lot
endorsement to the Title Policy.
Recourse carveout for Losses with
respect to nonpayment of Taxes
includes nonpayment of Taxes with
respect to the 4,999 square foot
portion of Property which is not
part of the mortgage loan
collateral (until such subdivision
and issuance of separate tax parcel
identification number is
effectuated). Covenant to obtain
separate tax lot identification
numbers to be effective for the
2005/2006 tax year.
--------------------------------------------------------------------------------
CVS Thibodaux The mortgaged property is not
presently a separate tax lot. The
property will be separately
assessed starting with the next
(2006) tax xxxx. All real estate
taxes for 2005 for the full tax lot
have been paid.
--------------------------------------------------------------------------------
Galileo NXL Retail Portfolio With respect to the Washtenaw
0 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx
property, one of the parcels known
as "Parcel IV", which consists of
0.00024 acres (approximately 10.45
square feet), does not currently
have a separate tax lot. According
to the survey prepared during loan
origination, Parcel IV is not
currently used at the property.
--------------------------------------------------------------------------------
Representation #39 - Security Interests
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Glendale Galleria The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with
which it is pari passu in right of
payment, a senior loan in a
multiple loan structure comprised
of multiple mortgage loans, all of
which (whether or not included in
the trust) are secured by the same
mortgage instrument and are
cross-defaulted.
The security interests created by
the related UCC financing statement
are the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
for benefit of the holder of the
Mortgage Loan that will be included
in the trust and the holders of the
mortgage loans that will not be
included in the trust.
--------------------------------------------------------------------------------
Representation #43 - Recourse
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Glendale Galleria Recourse is to Borrower only.
--------------------------------------------------------------------------------
Camino Village Shopping The related Mortgage Loan documents
Center, Xxxxxx Xxxxx, provide for recourse for damages,
Strawberry Fields, Anthem liabilities, expenses or claims in
Shopping Center, Xxxxxxxxx connection with the Borrower's
Plaza, Xxxxxxx Shopping intentional misconduct or gross
Center, Empire Shopping negligence conduct with respect to
Center, Inverness Heights, waste.
Parkway Crossing and Regents
Plaza
--------------------------------------------------------------------------------
Marriott Racine Loan is full recourse to Guarantors
until Property is out of the "Red
Zone Status" pursuant to Marriott
Quality Assurance Program
Requirements.
--------------------------------------------------------------------------------
Lowes Tyson's Corner The non-recourse carveouts do not
include an exception for "waste"
but instead include an exception
for the removal or disposal of any
portion of the mortgaged property
after an event of default.
--------------------------------------------------------------------------------
Representation #47 - Operating Statements
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Camino Village Shopping The related Mortgage Loan Documents
Center, Xxxxxx Xxxxx, require annual operating statements
Strawberry Fields, Anthem and rent roll "and such other
Shopping Center, Xxxxxxxxx information as may be requested."
Plaza, Xxxxxxx Shopping
Center, Empire Shopping
Center, Inverness Heights,
Parkway Crossing and Regents
Plaza
--------------------------------------------------------------------------------
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
[None.]
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[None.]
ANNEX D (TO SCHEDULE I)
GROUND LEASES NOT COVERED BY REPRESENTATION 18
(REPRESENTATION 45)
[None.]
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[ATTACHED]
MLMT 2005 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE LOAN
LOAN # PROPERTY NAME SELLER PROPERTY TYPE ADDRESS
----------------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML Retail Various
1.01 Vail Ranch Center MLML Retail 31685-31845 Highway 79 South
1.02 Galleria Commons MLML Retail 000 Xxxxx Xxxxxxxxx Xxxxxx
1.03 Parkway Plaza MLML Retail 0000 Xxxxx Xxxxx Xxxxxxx
1.04 Marketplace at Wycliffe MLML Retail 0000-0000 Xxxxx Xxxx 7
1.05 Panama City Square MLML Retail 000 Xxxx 00xx Xxxxxx
1.06 Genesee Valley Shopping Center MLML Retail 0000 Xxxxxxxxx Xxxx
1.07 Xxxxxxxxx Place MLML Retail 0000-0000 Xxxxxxxxx Xxxx
1.08 Merchants Central MLML Retail 0000 Xxxxxxx Xxxxxxxxx
1.09 Perry Marketplace MLML Retail 1355 Xxx Xxxx Boulevard
1.10 London Marketplace MLML Retail 0000 Xxxx Xxxxxxxx Xxxxxxx 192
1.11 Island Plaza MLML Retail 0000 Xxxxx Xxxx
1.12 Shops at Seneca Mall MLML Retail 0000 Xxxxxx Xxxx
1.13 Perlis Plaza MLML Retail 0000 Xxxx Xxxxxxx Xxxxxx
1.14 Shops at Prospect MLML Retail 0000 Xxxxxxxx Xxxxxx
1.15 Cordele Square MLML Retail 0000 Xxxx 00xx Xxxxxx
1.16 Grand Central Plaza MLML Retail 0000-0000 Xxxxxxx Xxxxxx
1.17 Normandy Square MLML Retail 0000 Xxxxxxxx Xxxxxxxxx
1.18 Westlane Shopping Center MLML Retail 0000-0000 Xxxxx Xxxxxxxx Xxxx
2 Ashford Hotel Portfolio MLML Hospitality Various
2.01 Residence Inn Orlando Sea World MLML Hospitality 00000 Xxxxxxxx Xxxxxxxxx
2.02 Crowne Plaza Key West MLML Hospitality 000 Xxxxx Xxxxxx
2.03 Sheraton Minneapolis MLML Hospitality 00000 Xxxxxxxxx Xxxxx
2.04 Residence Inn Cottonwood MLML Hospitality 6425 South 3000 East
2.05 Courtyard Overland Park MLML Hospitality 00000 Xxxxxxx Xxxxxx
2.06 Historic Inns Annapolis MLML Hospitality 00 Xxxxx Xxxxxx
2.07 Courtyard Palm Desert MLML Hospitality 00000 Xxxxx Xxxxxxx Xxxxx
2.08 Residence Inn Palm Desert MLML Hospitality 00000 Xxxx Xxxxxx
2.09 SpringHill Suites University Research Park MLML Hospitality 0000 Xxxxxxxx Xxxxx
2.10 SpringHill Suites Durham Airport MLML Hospitality 000 Xxxxxx Xxxx
3 Glendale Galleria MLML Retail 2148 Glendale Galleria & 000 Xxxx
Xxxxxxxx
6 Galileo NXL Retail Portfolio 2 MLML Retail Various
6.01 Xxxxxx'x Meadow MLML Retail 11711 West Bellfort
6.02 Xxxxx Square MLML Retail 00000 XX 0000 Xxxx
6.03 Hilltop Plaza MLML Retail 0000 Xxxxxx Xxxx
6.04 Tuckernuck Square MLML Retail 0000 Xxxx Xxxxx Xxxxxx
6.05 Moundsville Plaza MLML Retail 1200-1300 and 0000 Xxxxxxxxx Xxxxxx
6.06 Northridge Plaza MLML Retail 0000-0000 Xxxx Xxxxx Xxxx Xxxx
6.07 Northshore Plaza MLML Retail 1502 - 0000 Xxxxxxx Xxxxx
6.08 Plantation Plaza MLML Retail 0000 Xxxxxxxxxx Xxxxx
6.09 Marwood Plaza MLML Retail 0000 Xxxxxxxx Xxxxxx
6.10 Southern Village MLML Retail 0000-0000 Xxxx Xxxxxxxx Xxxxxx
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
[ ] Loan Level
[ ] Property Level
MORTGAGE
LOAN CUTOFF BALANCE ORIGINAL
LOAN # PROPERTY NAME SELLER CITY COUNTY STATE ZIP CODE (12/1/2005) BALANCE
------------------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail
Portfolio MLML Various Various Various Various 208,000,000.00 208,000,000.00
1.01 Xxxx Xxxxx Xxxxxx XXXX Xxxxxxxx XX Xxxxxxxxx 00000 27,442,257.15 27,442,257.15
1.02 Xxxxxxxx Xxxxxxx XXXX Xxxxxxxxx XX Xxxxx 00000 24,545,976.71 24,545,976.71
0.00 Xxxxxxx Xxxxx XXXX Xxxxxxx Xxxxx XX Forsyth 27127 19,839,521.00 19,839,521.00
1.04 Marketplace at Wycliffe XXXX Xxxx Xxxxx XX Xxxx Xxxxx 00000 19,477,485.95 19,477,485.95
1.05 Xxxxxx Xxxx Xxxxxx XXXX Xxxxxx Xxxx XX Xxx 00000 16,834,630.05 16,834,630.05
1.06 Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx XXXX Xxxxxxx XX Xxxxxxxxxx 00000 13,322,890.01 13,322,890.01
1.07 Xxxxxxxxx Xxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 11,512,714.74 11,512,714.74
1.08 Xxxxxxxxx Xxxxxxx XXXX Xxxxxxxxxx XX Xxxxxxxx 00000 9,666,335.96 9,666,335.96
1.09 Perry Marketplace XXXX Xxxxx XX Xxxxxxx 00000 9,268,097.40 9,268,097.40
1.10 Xxxxxx Xxxxxxxxxxx XXXX Xxxxxx XX Xxxxxx 00000 8,290,602.75 8,290,602.75
1.11 Xxxxxx Xxxxx XXXX Xxxxx Xxxxxx XX Xxxxxxxxxx 00000 8,254,399.25 8,254,399.25
1.12 Shops at Xxxxxx Xxxx XXXX Xxxxxxxxx XX Xxxxxxxx 00000 7,675,143.16 7,675,143.16
1.13 Xxxxxx Xxxxx XXXX Xxxxxxxx XX Xxxxxx 00000 7,095,887.07 7,095,887.07
1.14 Xxxxx xx Xxxxxxxx XXXX Xxxx Xxxxxxxxx XX Xxxxxxxxx 00000 6,227,002.94 6,227,002.94
1.15 Xxxxxxx Xxxxxx XXXX Xxxxxxx XX Xxxxx 00000 5,376,220.56 5,376,220.56
1.16 Xxxxx Xxxxxxx Xxxxx XXXX Xxxxxxxxxxx XX Xxxx 00000 5,321,915.30 5,321,915.30
1.17 Xxxxxxxx Xxxxxx XXXX Xxxxxxxxxxxx XX Xxxxx 00000 4,706,455.71 4,706,455.71
1.18 Xxxxxxxx Xxxxxxxx Xxxxxx XXXX Xxxxxxxxxxxx XX Xxxxxx 00000 3,142,464.28 3,142,464.28
2 Ashford Hotel Portfolio MLML Various Various Various Various 160,490,000.00 160,490,000.00
2.01 Residence Inn Orlando Sea
World XXXX Xxxxxxx XX Xxxxxx 00000 35,960,099.48 35,960,099.48
2.02 Crowne Xxxxx Xxx Xxxx XXXX Xxx Xxxx XX Xxxxxx 00000 31,094,462.34 31,094,462.34
2.03 Sheraton Minneapolis XXXX Xxxxxxxxxx XX Xxxxxxxx 00000 19,842,676.46 19,842,676.46
2.04 Xxxxxxxxx Xxx Xxxxxxxxxx XXXX Xxxx Xxxx Xxxx XX Xxxx Xxxx 00000 14,444,860.26 14,444,860.26
2.05 Courtyard Xxxxxxxx Xxxx XXXX Xxxxxxxx Xxxx XX Xxxxxxx 00000 12,544,220.75 12,544,220.75
2.06 Xxxxxxxx Xxxx Xxxxxxxxx XXXX Xxxxxxxxx XX Xxxx Xxxxxxx 00000 12,316,144.01 12,316,144.01
2.07 Courtyard Palm Desert MLML Palm Desert CA Riverside 92211 11,251,785.88 11,251,785.88
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX Xxxx Xxxxxx XX Riverside 92211 11,175,760.30 11,175,760.30
2.09 SpringHill Suites
University Research Park MLML Charlotte NC Mecklenburg 28262 6,386,148.74 6,386,148.74
2.10 SpringHill Suites Xxxxxx
Xxxxxxx XXXX Xxxxxx XX Xxxxxx 00000 5,473,841.78 5,473,841.78
0 Xxxxxxxx Xxxxxxxx XXXX Xxxxxxxx XX Xxx Xxxxxxx 00000 153,635,945.69 154,000,000.00
6 Galileo NXL Retail
Portfolio 2 MLML Various Various Various Various 99,000,000.00 99,000,000.00
6.01 Xxxxxx'x Meadow MLML Stafford TX Xxxxxx 77477 10,082,656.83 10,082,656.83
6.02 Xxxxx Xxxxxx XXXX Xxxxxxx XX Xxxxxx 00000 9,790,405.90 9,790,405.90
6.03 Hilltop Xxxxx XXXX Xxxxxxxx Xxxxx XX Xxxxxxxx
Xxxxx 00000 9,644,280.44 9,644,280.44
6.04 Xxxxxxxxxx Xxxxxx XXXX Xxxxxxxx XX Xxxxxxx 00000 8,329,151.29 8,329,151.29
6.05 Xxxxxxxxxxx Xxxxx XXXX Xxxxxxxxxxx XX Xxxxxxxx 00000 8,036,900.37 8,036,900.37
6.06 Xxxxxxxxxx Xxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 7,963,837.64 7,963,837.64
6.07 Xxxxxxxxxx Xxxxx XXXX Xxxxxxxx XX Xxx Xxxxxxxx 00000 7,890,774.91 7,890,774.91
6.08 Xxxxxxxxxx Xxxxx XXXX Xxxxx XX Xxxxxxxx 00000 7,671,586.72 7,671,586.72
6.09 Xxxxxxx Xxxxx XXXX Xxxxxxxxxxxx XX Xxxxxx 00000 7,306,273.06 7,306,273.06
6.10 Xxxxxxxx Xxxxxxx XXXX Xxxx XX Xxxxxxxx 00000 7,160,147.60 7,160,147.60
MLMT 2005 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE IO MONTHLY IO ANNUAL MONTHLY ANNUAL PRIMARY MASTER
LOAN DEBT DEBT P&I DEBT P&I DEBT INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME SELLER SERVICE SERVICE SERVICE SERVICE RATE (%) FEE RATE FEE RATE
------------------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 908,579.63 10,902,955.56 5.1700 0.01000 0.02000
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping
Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML 707,488.77 8,489,865.27 958,657.90 11,503,894.80 5.2175 0.01000 0.02000
2.01 Residence Inn Orlando Sea
World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University
Research Park MLML
2.10 SpringHill Suites Durham
Airport MLML
3 Glendale Galleria MLML 788,551.68 9,462,620.18 4.6496 0.02000 0.02000
6 Galileo NXL Retail Portfolio
2 MLML 430,776.04 5,169,312.50 5.1500 0.01000 0.02000
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Xxxxxxxx Xxxxxxx XXXX
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
NET
MORTGAGE TRUSTEE & BROKER MORTGAGE
LOAN PAYING STRIP ADMIN. INTEREST
LOAN # PROPERTY NAME SELLER AGENT FEE RATE FEE RATE
------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 0.00060 0.03060 5.13940
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML 0.00060 0.03060 5.18690
2.01 Residence Inn Orlando Sea World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University Research Park MLML
2.10 SpringHill Suites Durham Airport MLML
3 Glendale Galleria MLML 0.00060 0.04060 4.60900
6 Galileo NXL Retail Portfolio 2 MLML 0.00060 0.03060 5.11940
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Southern Village MLML
MORTGAGE
LOAN ACCRUAL REMAINING MATURITY/ARD
LOAN # PROPERTY NAME SELLER TYPE TERM TERM DATE
-------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML Actual/360 120 117 9/1/2015
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML Actual/360 116 115 7/1/2015
2.01 Residence Inn Orlando Sea World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University Research Park MLML
2.10 SpringHill Suites Durham Airport MLML
3 Glendale Galleria MLML Actual/360 84 82 10/1/2012
6 Galileo NXL Retail Portfolio 2 MLML Actual/360 84 81 8/31/2012
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Xxxxxxxx Xxxxxxx XXXX
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
REMAINING
MORTGAGE AMORT AMORT ARD STEP
LOAN # PROPERTY NAME LOAN SELLER TERM TERM TITLE TYPE ARD (Y/N) UP (%)
----------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 0 0 Fee/Leasehold No
1.01 Vail Ranch Center MLML Fee
1.02 Galleria Commons MLML Fee
1.03 Parkway Plaza MLML Fee
1.04 Marketplace at Wycliffe MLML Fee
1.05 Panama City Square MLML Fee
1.06 Genesee Valley Shopping Center MLML Fee
1.07 Xxxxxxxxx Place MLML Fee
1.08 Merchants Central MLML Fee
1.09 Perry Marketplace MLML Fee
1.10 London Marketplace MLML Fee
1.11 Island Plaza MLML Fee
1.12 Shops at Seneca Mall MLML Fee
1.13 Perlis Plaza MLML Fee
1.14 Shops at Prospect MLML Fee
1.15 Cordele Square MLML Fee
1.16 Grand Central Plaza MLML Leasehold
1.17 Normandy Square MLML Fee
1.18 Westlane Shopping Center MLML Fee
2 Ashford Hotel Portfolio MLML 300 300 Fee/Leasehold No
2.01 Residence Inn Orlando Sea World MLML Fee
2.02 Crowne Plaza Key West MLML Leasehold
2.03 Sheraton Minneapolis MLML Fee
2.04 Residence Inn Cottonwood MLML Fee
2.05 Courtyard Overland Park MLML Fee
2.06 Historic Inns Annapolis MLML Fee
2.07 Courtyard Palm Desert MLML Fee
2.08 Residence Inn Palm Desert MLML Fee
2.09 SpringHill Suites University Research Park MLML Fee
2.10 SpringHill Suites Durham Airport MLML Fee
3 Glendale Galleria MLML 360 358 Fee/Leasehold No
6 Galileo NXL Retail Portfolio 2 MLML 0 0 Fee No
6.01 Xxxxxx'x Meadow MLML Fee
6.02 Xxxxx Square MLML Fee
6.03 Hilltop Plaza MLML Fee
6.04 Tuckernuck Square MLML Fee
6.05 Moundsville Plaza MLML Fee
6.06 Northridge Plaza MLML Fee
6.07 Northshore Plaza MLML Fee
6.08 Plantation Plaza MLML Fee
6.09 Marwood Plaza MLML Fee
6.10 Xxxxxxxx Xxxxxxx XXXX Xxx
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE ENVIRONMENTAL LETTER LOCKBOX
LOAN ENVIRONMENTAL INSURANCE CROSS- CROSS- DEFEASANCE OF IN-
LOAN # PROPERTY NAME SELLER REPORT TYPE (Y/N) DEFAULTED COLLATERALIZED ALLOWED CREDIT PLACE
------------------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML Various Yes Yes Yes Yes No Yes
1.01 Vail Ranch Center MLML 8/8/2005 Yes
1.02 Galleria Commons MLML 8/8/2005 Yes
1.03 Parkway Plaza MLML 8/5/2005 Yes
1.04 Marketplace at Wycliffe MLML 8/5/2005 Yes
1.05 Panama City Square MLML 8/5/2005 Yes
1.06 Genesee Valley Shopping
Center MLML 8/8/2005 Yes
1.07 Xxxxxxxxx Place MLML 8/8/2005 Yes
1.08 Merchants Central MLML 8/5/2005 Yes
1.09 Perry Marketplace MLML 8/5/2005 Yes
1.10 London Marketplace MLML 8/5/2005 Yes
1.11 Island Plaza MLML 8/5/2005 Yes
1.12 Shops at Seneca Mall MLML 8/8/2005 Yes
1.13 Perlis Plaza MLML 8/5/2005 Yes
1.14 Shops at Prospect MLML 8/8/2005 Yes
1.15 Cordele Square MLML 8/5/2005 Yes
1.16 Grand Central Plaza MLML 8/8/2005 Yes
1.17 Normandy Square MLML 8/5/2005 Yes
1.18 Westlane Shopping Center MLML 8/8/2005 Yes
2 Ashford Hotel Portfolio MLML Various No Yes No No
2.01 Residence Inn Orlando Sea
World MLML 6/14/2005 No
2.02 Crowne Plaza Key West MLML 9/26/2005 No
2.03 Sheraton Minneapolis MLML 9/26/2005 No
2.04 Residence Inn Cottonwood MLML 6/14/2005 No
2.05 Courtyard Overland Park MLML 6/14/2005 No
2.06 Historic Inns Annapolis MLML 9/26/2005 No
2.07 Courtyard Palm Desert MLML 6/14/2005 No
2.08 Residence Inn Palm Desert MLML 6/14/2005 No
2.09 SpringHill Suites University
Research Park MLML 6/14/2005 No
2.10 SpringHill Suites Durham
Airport MLML 6/15/2005 No
3 Glendale Galleria MLML 9/2/2005 No Yes No No
6 Galileo NXL Retail Portfolio
2 MLML Various Yes Yes No No
6.01 Xxxxxx'x Meadow MLML 8/5/2005 Yes
6.02 Xxxxx Square MLML 8/5/2005 Yes
6.03 Hilltop Plaza MLML 8/5/2005 Yes
6.04 Tuckernuck Square MLML 8/5/2005 Yes
6.05 Moundsville Plaza MLML 8/8/2005 Yes
6.06 Northridge Plaza MLML 8/8/2005 Yes
6.07 Northshore Plaza MLML 8/5/2005 Yes
6.08 Plantation Plaza MLML 8/5/2005 Yes
6.09 Marwood Plaza MLML 8/5/2005 Yes
6.10 Southern Village MLML 8/8/2005 Yes
MLMT 2005 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT
LOAN HOLDBACK ENG. CAPEX ENVIR. TI/LC RE TAX INSURANCE
LOAN # PROPERTY NAME SELLER AMT RESERVE RESERVES RESERVE RESERVE RESERVE RESERVE
------------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 221,719.00 568,955.68 1,882,694.00 366,995.52
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping
Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML 175,413.00 3,100.00 132,438.30 533,132.00
2.01 Residence Inn Orlando Sea
World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University
Research Park MLML
2.10 SpringHill Suites Durham
Airport MLML
3 Glendale Galleria MLML
6 Galileo NXL Retail Portfolio
2 MLML 114,700.00 25,627.44 1,313,287.00 174,675.75
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Xxxxxxxx Xxxxxxx XXXX
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE
LOAN UPFRONT UPFRONT MONTHLY MONTHLY
LOAN # PROPERTY NAME SELLER OTHER RESERVE OTHER DESCRIPTION CAPEX RESERVE ENVIR. RESERVE
---------------------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 14,358.34 Ground Rent Escrow 39,267.35
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML 59,822.00 Ground Rent Escrow 4% of Gross Revenues
2.01 Residence Inn Orlando Sea World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University
Research Park MLML
2.10 SpringHill Suites Durham Airport MLML
3 Glendale Galleria MLML
6 Galileo NXL Retail Portfolio 2 MLML 19,851.11
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Xxxxxxxx Xxxxxxx XXXX
XXXX 0000 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MONTHLY MONTHLY MONTHLY
MORTGAGE TI/LC MONTHLY RE INSURANCE OTHER
LOAN # PROPERTY NAME LOAN SELLER RESERVE TAX RESERVE RESERVE RESERVE
-----------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 257,094.00 52,427.93 7,179.17
1.01 Vail Ranch Center MLML
1.02 Galleria Commons MLML
1.03 Parkway Plaza MLML
1.04 Marketplace at Wycliffe MLML
1.05 Panama City Square MLML
1.06 Genesee Valley Shopping Center MLML
1.07 Xxxxxxxxx Place MLML
1.08 Merchants Central MLML
1.09 Perry Marketplace MLML
1.10 London Marketplace MLML
1.11 Island Plaza MLML
1.12 Shops at Seneca Mall MLML
1.13 Perlis Plaza MLML
1.14 Shops at Prospect MLML
1.15 Cordele Square MLML
1.16 Grand Central Plaza MLML
1.17 Xxxxxxxx Xxxxxx XXXX
0.00 Xxxxxxxx Shopping Center MLML
2 Ashford Hotel Portfolio MLML 58,070.00 44,420.00 43,055.00
2.01 Residence Inn Orlando Sea World MLML
2.02 Crowne Plaza Key West MLML
2.03 Sheraton Minneapolis MLML
2.04 Residence Inn Cottonwood MLML
2.05 Courtyard Overland Park MLML
2.06 Historic Inns Annapolis MLML
2.07 Courtyard Palm Desert MLML
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX
0.00 XxxxxxXxxx Suites University Research Park MLML
2.10 SpringHill Suites Durham Airport MLML
3 Glendale Galleria MLML
6 Galileo NXL Retail Portfolio 2 MLML 184,233.00 24,953.68
6.01 Xxxxxx'x Meadow MLML
6.02 Xxxxx Square MLML
6.03 Hilltop Plaza MLML
6.04 Tuckernuck Square MLML
6.05 Moundsville Plaza MLML
6.06 Northridge Plaza MLML
6.07 Northshore Plaza MLML
6.08 Plantation Plaza MLML
6.09 Marwood Plaza MLML
6.10 Southern Village MLML
MORTGAGE TOTAL UNIT OF
LOAN # PROPERTY NAME LOAN SELLER OTHER MONTH DESCRIPTION SF/UNITS MEASURE
------------------------------------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML Ground Rent Escrow 3,141,388 SF
1.01 Vail Ranch Center MLML 203,904 SF
1.02 Galleria Commons MLML 276,460 SF
1.03 Parkway Plaza MLML 286,405 SF
1.04 Marketplace at Wycliffe MLML 133,520 SF
1.05 Xxxxxx Xxxx Xxxxxx XXXX 000,000 SF
1.06 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XXXX 000,000 SF
1.07 Xxxxxxxxx Place MLML 195,413 SF
1.08 Merchants Central MLML 208,123 SF
1.09 Perry Marketplace MLML 179,973 SF
1.10 London Marketplace MLML 169,032 SF
1.11 Island Plaza MLML 171,224 SF
1.12 Shops at Seneca Mall MLML 235,725 SF
1.13 Perlis Plaza MLML 165,315 SF
1.14 Shops at Prospect MLML 63,392 SF
1.15 Cordele Square MLML 126,427 SF
1.16 Grand Central Plaza MLML 74,017 SF
1.17 Normandy Square MLML 87,240 SF
1.18 Westlane Shopping Center MLML 71,490 SF
2 Ashford Hotel Portfolio MLML Ground Rent Escrow 1,703 Rooms
2.01 Xxxxxxxxx Xxx Xxxxxxx Xxx Xxxxx XXXX 000 Rooms
2.02 Crowne Plaza Key West MLML 160 Rooms
2.03 Sheraton Minneapolis MLML 220 Rooms
2.04 Xxxxxxxxx Xxx Xxxxxxxxxx XXXX 000 Rooms
2.05 Courtyard Overland Park MLML 168 Rooms
2.06 Historic Inns Annapolis MLML 124 Rooms
2.07 Courtyard Palm Desert MLML 151 Rooms
2.08 Xxxxxxxxx Xxx Xxxx Xxxxxx XXXX 000 Rooms
2.09 SpringHill Suites University Research Park MLML 136 Rooms
2.10 SpringHill Suites Durham Airport MLML 120 Rooms
3 Glendale Galleria MLML 660,671 SF
6 Galileo NXL Retail Portfolio 2 MLML 1,588,089 SF
6.01 Xxxxxx'x Meadow MLML 125,298 SF
6.02 Xxxxx Square MLML 169,003 SF
6.03 Hilltop Plaza MLML 152,025 SF
6.04 Tuckernuck Square MLML 86,010 SF
6.05 Moundsville Plaza MLML 180,346 SF
6.06 Northridge Plaza MLML 150,164 SF
6.07 Northshore Plaza MLML 152,144 SF
6.08 Plantation Plaza MLML 100,277 SF
6.09 Marwood Plaza MLML 107,080 SF
6.10 Southern Village MLML 84,054 SF
MLMT 2005 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE GRACE LOAN
LOAN # PROPERTY NAME LOAN SELLER PERIOD GROUP
------------------------------------------------------------------------------
1 Galileo NXL Retail Portfolio MLML 0 1
1.01 Vail Ranch Center MLML 1
1.02 Galleria Commons MLML 1
1.03 Parkway Plaza MLML 1
1.04 Marketplace at Wycliffe MLML 1
1.05 Panama City Square MLML 1
1.06 Genesee Valley Shopping Center MLML 1
1.07 Xxxxxxxxx Place MLML 1
1.08 Merchants Central MLML 1
1.09 Perry Marketplace MLML 1
1.10 London Marketplace MLML 1
1.11 Island Plaza MLML 1
1.12 Shops at Seneca Mall MLML 1
1.13 Perlis Plaza MLML 1
1.14 Shops at Prospect MLML 1
1.15 Cordele Square MLML 1
1.16 Grand Central Plaza MLML 1
1.17 Normandy Square MLML 1
1.18 Westlane Shopping Center MLML 1
2 Ashford Hotel Portfolio MLML 0 1
2.01 Residence Inn Orlando Sea World MLML 1
2.02 Crowne Plaza Key West MLML 1
2.03 Sheraton Minneapolis MLML 1
2.04 Residence Inn Cottonwood MLML 1
2.05 Courtyard Overland Park MLML 1
2.06 Historic Inns Annapolis MLML 1
2.07 Courtyard Palm Desert MLML 1
2.08 Residence Inn Palm Desert MLML 1
2.09 SpringHill Suites University Research Park MLML 1
2.10 SpringHill Suites Durham Airport MLML 1
3 Glendale Galleria MLML 5 1
6 Galileo NXL Retail Portfolio 2 MLML 0 1
6.01 Xxxxxx'x Meadow MLML 1
6.02 Xxxxx Square MLML 1
6.03 Hilltop Plaza MLML 1
6.04 Tuckernuck Square MLML 1
6.05 Moundsville Plaza MLML 1
6.06 Northridge Plaza MLML 1
6.07 Northshore Plaza MLML 1
6.08 Xxxxxxxxxx Xxxxx XXXX 0
0.00 Xxxxxxx Xxxxx XXXX 0
6.10 Southern Village MLML 1
MORTGAGE
LOAN PROPERTY
LOAN # PROPERTY NAME SELLER TYPE ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Xxxx Xxxxx XXXX Xxxxxx 0 Xxxxxxxxx Xxxxxxxxx
6.12 Washtenaw Xxxxxxxx Xxxxx XXXX Xxxxxx 0000-0000 Xxxxxxxxx Avenue
6.13 Jacksonian Plaza MLML Retail 0000 Xxxxx Xxxxxxx 55
9 Xxxx Xxxxx'x Corner MLML Office Various
9.01 Gallows Road MLML Office 0000 Xxxxxxx Xxxx
9.02 Xxxxxxx Drive MLML Office 0000 Xxxxxxx Xxxxx
10 Xxxxxxxx Marketplace Shopping Center MLML Retail 1110 Xxxxxxxx Market Place
11 Lodgian Portfolio 4 MLML Hospitality Various
11.01 Crowne Plaza - West Palm Beach MLML Hospitality 0000 Xxxxxxxxx Xxxx
11.02 Hilton - Columbia MLML Hospitality 0000 Xxxx Xxxxxx Xxxx
11.03 Hilton - Troy MLML Hospitality 0000 Xxxxxx Xxxx
11.04 Holiday Inn Select - Irving MLML Hospitality 4441 West Xxxx X. Xxxxxxxxx Freeway
11.05 Residence Inn - Little Rock MLML Hospitality 0000 Xxxxx Xxxxxxxxxxx Xxxx
11.06 Courtyard by Marriott - Paducah MLML Hospitality 0000 Xxxxxxxxxx Xxxxx
11.07 Holiday Inn - Frederick MLML Hospitality 000 Xxxx Xxxxxxx Xxxxxx
11.08 Holiday Inn SunSpree - Surfside Beach MLML Hospitality 0000 Xxxxx Xxxxx Xxxxxxxxx
13 Quads 345/Xxxxxx Cotton Center MLML Industrial 4303, 4313, 4405, 4415, & 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx
15 Westminster City Center MLML Retail 0000-0000 Xxxxx Xxxxxxxx Xxxxxxxxx
17 Fresh Direct Warehouse XXXX Xxxxxxxxxx 00-00 Xxxxxx Xxxxxx
20 Empire Shopping Center MLML Retail 5865, 5867, 5869, 5875, 5879, 5885, 5887, 5891, and 0000 Xxxx
Xxxx Xxx
23 First Energy Xxxxxx Xxxxxxxx XXXX Xxxxxx 00 Xxxxx Xxxx Xxxxxx
24 U-Haul Self Storage Portfolio V MLML Self Storage Various
24.01 Westheimer U-Haul Center MLML Self Storage 00000 Xxxxxxxxxx Xxxx
24.02 U-Haul Xxxxxxxxxx MLML Self Storage 0000 Xxxxx Xxxxxxxxxx Xxxx
24.03 U-Haul Center 67th & Xxxx MLML Self Storage 0000 Xxxx Xxxx Xxxx
24.04 U-Haul Ctr N Tampa MLML Self Storage 00000 Xxxxx Xxxxxxx Xxxxxx
24.05 U-Haul Ctr 24 Hwy MLML Self Storage 000 Xxxx 00 Xxxxxxx
24.06 U-Haul Ctr Orange MLML Self Storage 000 Xxxxxx Xxxx Xxxx
24.07 U-Haul Savannah Ogeechee MLML Self Storage 0000 Xxxxxxxx Xxxx
24.08 U-Haul Ctr Xxxxx Xx MLML Self Storage 0000 Xxxxx Xxxx
24.09 U-Haul Ct Oakwood MLML Self Storage 4 Westbank Expressway
24.10 U-Haul Skyland Blvd MLML Self Storage 000 Xxxxxxx Xxxxxxxxx Xxxx
24.11 U-Haul San Xxxxxx MLML Self Storage 0000 Xxxxx Xxxxxxxxxx
24.12 U-Haul Main Street Mov & Str MLML Self Storage 0000 Xxxx Xxxxxx
24.13 U-Haul Ctr S Topeka MLML Self Storage 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
24.14 U-Haul Saddle Brook MLML Self Storage 000 XX Xxxxxxx 00
24.15 U-Haul Ct Pocatello MLML Self Storage 000 Xxxxx 0xx Xxxxxx
24.16 U-Haul City Centre MLML Self Storage 000 Xxxxx Xxxxxx Xxxxxxx
24.17 U-Haul Ctr Anaheim MLML Self Storage 000 Xxxxx Xxxxxxx Xxxxxxxxx
26 U-Haul Self Storage Portfolio VI MLML Self Storage Various
26.01 U-Haul Ctr Westchester County MLML Self Storage 000 Xxx Xxxx Xxxxx Xxxx
26.02 U-Haul Pleasant Hls MLML Self Storage 0 Xxxxxxxx Xxxxxxxxx
26.03 U-Haul Ctr Airport MLML Self Storage 0000 Xxxxxxxxxx Xxxxxxxxx
MORTGAGE CUTOFF
LOAN ZIP BALANCE ORIGINAL
LOAN # PROPERTY NAME SELLER CITY COUNTY STATE CODE (12/1/2005) BALANCE
----------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Xxxx Xxxxx XXXX Xxxxxxxxx XX Xxxxxx 00000 6,210,332.10 6,210,332.10
6.12 Washtenaw Xxxxxxxx Xxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 5,991,143.91 5,991,143.91
6.13 Xxxxxxxxxx Xxxxx XXXX Xxxxxxx XX Xxxxx 00000 2,922,509.23 2,922,509.23
9 Xxxx Xxxxx'x Xxxxxx XXXX Xxxxxx XX Xxxxxxx 00000 68,000,000.00 68,000,000.00
9.01 Xxxxxxx Xxxx XXXX Xxxxxx XX Xxxxxxx 00000 41,742,574.26 41,742,574.26
9.02 Xxxxxxx Xxxxx XXXX Xxxxxx XX Xxxxxxx 00000 26,257,425.74 26,257,425.74
10 Xxxxxxxx Marketplace
Shopping Center MLML Stafford VA Xxxxxxxx 22556 60,364,794.31 60,500,000.00
11 Lodgian Portfolio 4 MLML Various Various Various Various 53,653,085.69 53,733,309.79
11.01 Crowne Plaza - West Palm Beach XXXX Xxxx Xxxx Xxxxx XX Xxxx Xxxxx 00000 13,555,662.84 13,575,931.77
11.02 Hilton - Columbia XXXX Xxxxxxxx XX Xxxxxx 00000 9,568,703.18 9,583,010.66
11.03 Hilton - Troy XXXX Xxxx XX Xxxxxxx 00000 8,543,484.98 8,556,259.52
11.04 Holiday Inn Select - Irving MLML Xxxxxx XX Xxxxxx 00000 8,258,702.15 8,271,050.87
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX Xxxxxx Xxxx XX Xxxxxxx 00000 3,873,046.53 3,878,837.65
11.06 Courtyard by Marriott - Paducah XXXX Xxxxxxx XX XxXxxxxxx 00000 3,531,307.13 3,536,587.27
11.07 Xxxxxxx Xxx - Xxxxxxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 3,531,307.13 3,536,587.27
11.08 Holiday Inn SunSpree - Surfside
Beach MLML Xxxxxxxx Xxxxx XX Xxxxx 00000 2,790,871.76 2,795,044.78
13 Quads 345/Xxxxxx Xxxxxx Xxxxxx XXXX Xxxxxxx XX Xxxxxxxx 00000 51,000,000.00 51,000,000.00
00 Xxxxxxxxxxx Xxxx Xxxxxx XXXX Xxxxxxxxxxx XX Xxxxx 00000 47,000,000.00 47,000,000.00
17 Fresh Direct Warehouse XXXX Xxxx Xxxxxx Xxxx XX Xxxxxx 00000 40,000,000.00 40,000,000.00
00 Xxxxxx Xxxxxxxx Xxxxxx XXXX Xxxxxxx XX Xxxxxx Xxxxx 00000 33,500,000.00 33,500,000.00
00 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XXXX Xxxxx XX Summit 44308 26,945,399.74 27,000,000.00
24 U-Haul Self Storage Portfolio V MLML Various Various Various Various 26,081,679.76 26,270,000.00
24.01 Westheimer X-Xxxx Xxxxxx XXXX Xxxxxxx XX Xxxxxx 00000 6,890,658.55 6,940,411.89
24.02 U-Haul Xxxxxxxxxx XXXX Xxxxxxx XX Xxxxxx 00000 2,217,595.01 2,233,606.94
24.03 X-Xxxx Xxxxxx 00xx & Xxxx XXXX Xxxxxxxx XX Xxxxxxxx 00000 1,688,134.61 1,700,323.62
24.04 U-Haul Ctr N Tampa MLML Tampa FL Hillsborough 33612 1,642,094.58 1,653,951.16
24.05 X-Xxxx Xxx 00 Xxx XXXX Xxxxxxxxxxxx XX Xxxxxxx 00000 1,611,401.22 1,623,036.19
24.06 X-Xxxx Xxx Xxxxxx XXXX Xxxxxx XX Xxx Xxxxx 00000 1,511,647.81 1,522,562.52
24.07 U-Haul Savannah Ogeechee XXXX Xxxxxxxx XX Xxxxxxx 00000 1,503,974.47 1,514,833.77
24.08 X-Xxxx Xxx Xxxxx Xx XXXX Xxxxxxxx XX Xxxxxxxx 00000 1,350,507.69 1,360,258.90
24.09 X-Xxxx Xx Xxxxxxx XXXX Xxxxxx XX Xxxxxxxxx 00000 1,304,467.65 1,313,886.44
24.10 U-Haul Xxxxxxx Xxxx XXXX Xxxxxxxxxx XX Xxxxxxxxxx 00000 1,304,467.65 1,313,886.44
24.11 U-Haul Xxx Xxxxxx XXXX Xxx Xxxxxx XX Xxx Xxxxx 00000 1,081,940.82 1,089,752.87
24.12 U-Haul Xxxx Xxxxxx Xxx & Xxx XXXX Xxxxxxxx XX Xxxxxxxx 00000 920,800.70 927,449.25
24.13 U-Haul Ctr S Topeka MLML Topeka KS Shawnee 66609 844,067.31 850,161.81
24.14 U-Haul Xxxxxx Xxxxx XXXX Xxxxxx Xxxxx XX Xxxxxx 00000 844,067.31 850,161.81
24.15 U-Haul Ct Pocatello XXXX Xxxxxxxxx XX Xxxxxxx 00000 621,540.47 626,028.24
24.16 X-Xxxx Xxxx Xxxxxx XXXX Xxxxxxxxxx XX Xxxxxx 00000 414,360.31 417,352.16
24.17 U-Haul Ctr Anaheim MLML Anaheim CA Orange 92805 329,953.58 332,335.98
26 U-Haul Self Storage Portfolio VI MLML Various Various Various Various 25,799,715.65 25,986,000.00
26.01 U-Haul Ctr Westchester County MLML Yonkers NY Westchester 10701 5,276,161.28 5,314,257.29
26.02 X-Xxxx Xxxxxxxx Xxx XXXX Xxxxxxxx Xxxxx XX Xxxxxxxxx 00000 2,488,351.74 2,506,318.64
26.03 X-Xxxx Xxx Xxxxxxx XXXX Xxxx Xxxxxxxx XX Xxxxxxxxx 00000 1,789,616.87 1,802,538.62
MORTGAGE PRIMARY MASTER
LOAN IO MONTHLY IO ANNUAL MONTHLY P&I ANNUAL P&I INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME SELLER DEBT SERVICE DEBT SERVICE DEBT SERVICE DEBT SERVICE RATE (%) FEE RATE FEE RATE
-----------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML
6.12 Washtenaw Fountain Plaza MLML
6.13 Jacksonian Plaza MLML
9 Xxxx Tyson's Corner MLML 283,591.48 3,403,097.78 362,383.59 4,348,603.08 4.9360 0.01000 0.02000
9.01 Gallows Road MLML
9.02 Xxxxxxx Drive MLML
10 Xxxxxxxx Marketplace
Shopping Center MLML 327,444.49 3,929,333.88 5.0720 0.01000 0.02000
11 Lodgian Portfolio 4 MLML 374,727.42 4,496,729.04 6.5770 0.01000 0.02000
11.01 Xxxxxx Xxxxx - Xxxx Xxxx
Xxxxx XXXX
00.00 Xxxxxx - Xxxxxxxx MLML
11.03 Hilton - Troy MLML
11.04 Holiday Inn Select -
Irving MLML
11.05 Xxxxxxxxx Xxx - Xxxxxx
Xxxx XXXX
00.00 Xxxxxxxxx by Marriott -
Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML
11.08 Holiday Inn SunSpree -
Surfside Beach MLML
13 Quads 345/Xxxxxx Cotton
Center MLML 225,793.06 2,709,516.67 281,308.09 3,375,697.08 5.2400 0.00000 0.02000
15 Westminster City Center MLML 205,304.05 2,463,648.61 5.1700 0.01000 0.02000
17 Fresh Direct Warehouse MLML 209,165.28 2,509,983.33 250,837.89 3,010,054.68 6.1890 0.01000 0.02000
20 Empire Shopping Center MLML 146,560.17 1,758,722.08 183,497.13 2,201,965.56 5.1780 0.01000 0.02000
23 First Energy Office
Building MLML 154,015.27 1,848,183.24 5.5420 0.00000 0.02000
24 U-Haul Self Storage
Portfolio V MLML 164,188.47 1,970,261.64 5.6820 0.01000 0.02000
24.01 Westheimer U-Haul Center MLML
24.02 U-Haul Xxxxxxxxxx MLML
24.03 U-Haul Center 67th & Xxxx MLML
24.04 U-Haul Ctr N Tampa MLML
24.05 U-Haul Ctr 24 Hwy MLML
24.06 U-Haul Ctr Orange MLML
24.07 U-Haul Savannah Ogeechee MLML
24.08 U-Haul Ctr Xxxxx Xx MLML
24.09 U-Haul Ct Oakwood MLML
24.10 U-Haul Skyland Blvd MLML
24.11 U-Haul San Xxxxxx MLML
24.12 U-Haul Main Street Mov
& Str MLML
24.13 U-Haul Ctr S Topeka MLML
24.14 U-Haul Saddle Brook MLML
24.15 U-Haul Ct Pocatello MLML
24.16 U-Haul City Centre MLML
24.17 U-Haul Ctr Anaheim MLML
26 U-Haul Self Storage
Portfolio VI MLML 162,413.46 1,948,961.52 5.6820 0.01000 0.02000
26.01 U-Haul Ctr Westchester
County MLML
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
NET
MORTGAGE TRUSTEE & BROKER MORTGAGE
LOAN PAYING STRIP ADMIN. INTEREST ACCRUAL REMAINING MATURITY/ARD
LOAN # PROPERTY NAME SELLER AGENT FEE RATE FEE RATE TYPE TERM TERM DATE
-----------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML
6.12 Washtenaw Fountain Plaza MLML
6.13 Jacksonian Plaza MLML
9 Xxxx Xxxxx'x Corner MLML 0.00060 0.03060 4.90540 Actual/360 86 83 11/1/2012
9.01 Gallows Road MLML
9.02 Xxxxxxx Drive MLML
10 Xxxxxxxx Marketplace Shopping
Center MLML 0.00060 0.03060 5.04140 Actual/360 120 118 10/1/2015
11 Lodgian Portfolio 4 MLML 0.00060 0.03060 6.54640 Actual/360 44 43 7/1/2009
11.01 Crowne Plaza - West Palm Beach MLML
11.02 Hilton - Columbia MLML
11.03 Hilton - Troy MLML
11.04 Holiday Inn Select - Irving MLML
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX
00.00 Xxxxxxxxx by Marriott - Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML
11.08 Holiday Inn SunSpree - Surfside
Beach MLML
13 Quads 345/Xxxxxx Cotton Center MLML 0.00060 0.04060 5.19940 Actual/360 120 110 2/1/2015
00 Xxxxxxxxxxx Xxxx Xxxxxx XXXX 0.00000 0.03060 5.13940 Actual/360 120 117 9/1/2015
17 Fresh Direct Warehouse MLML 0.00060 0.03060 6.15840 Actual/360 120 120 12/1/2015
00 Xxxxxx Xxxxxxxx Xxxxxx XXXX 0.00000 0.03060 5.14740 Actual/360 120 114 6/1/2015
00 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XXXX 0.00000 0.05560 5.48640 Actual/360 120 118 10/1/2015
24 U-Haul Self Storage Portfolio V MLML 0.00060 0.03060 5.65140 Actual/360 120 115 7/1/2015
24.01 Westheimer U-Haul Center MLML
24.02 U-Haul Xxxxxxxxxx MLML
24.03 U-Haul Center 67th & Xxxx MLML
24.04 U-Haul Ctr N Tampa MLML
24.05 U-Haul Ctr 24 Hwy MLML
24.06 U-Haul Ctr Orange MLML
24.07 U-Haul Savannah Ogeechee MLML
24.08 U-Haul Ctr Xxxxx Xx MLML
24.09 U-Haul Ct Oakwood MLML
24.10 U-Haul Skyland Blvd MLML
24.11 U-Haul San Xxxxxx MLML
24.12 U-Haul Main Street Mov & Str MLML
24.13 U-Haul Ctr S Topeka MLML
24.14 U-Haul Saddle Brook MLML
24.15 U-Haul Ct Pocatello MLML
24.16 U-Haul City Centre MLML
24.17 U-Haul Ctr Anaheim MLML
26 U-Haul Self Storage Portfolio VI MLML 0.00060 0.03060 5.65140 Actual/360 120 115 7/1/2015
26.01 U-Haul Ctr Westchester County MLML
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
MORTGAGE
LOAN AMORT REMAINING
LOAN # PROPERTY NAME SELLER TERM AMORT TERM TITLE TYPE ARD (Y/N) ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML Fee
6.12 Washtenaw Fountain Plaza MLML Fee
6.13 Jacksonian Plaza MLML Fee
9 Xxxx Xxxxx'x Corner MLML 360 360 Fee No
9.01 Gallows Road MLML Fee
9.02 Xxxxxxx Drive MLML Fee
10 Xxxxxxxx Marketplace Shopping Center MLML 360 358 Fee No
11 Lodgian Portfolio 4 MLML 282 281 Fee No
11.01 Crowne Plaza - West Palm Beach MLML Fee
11.02 Hilton - Columbia MLML Fee
11.03 Hilton - Troy MLML Fee
11.04 Holiday Inn Select - Irving MLML Fee
11.05 Residence Inn - Little Rock MLML Fee
11.06 Courtyard by Marriott - Paducah MLML Fee
11.07 Holiday Inn - Xxxxxxxxx MLML Fee
11.08 Holiday Inn SunSpree - Surfside Beach MLML Fee
13 Quads 345/Xxxxxx Cotton Center MLML 360 360 Fee No
15 Westminster City Center MLML 0 0 Fee No
17 Fresh Direct Warehouse MLML 336 336 Fee/Leasehold No
20 Empire Shopping Center MLML 360 360 Fee No
23 First Energy Office Building MLML 360 358 Fee Yes 2.0% plus the greater of i)
the Initial Interest Rate and
ii) the Treasury Rate plus
5.0%.
24 U-Haul Self Storage Portfolio V MLML 300 295 Fee No
24.01 Westheimer U-Haul Center MLML Fee
24.02 U-Haul Xxxxxxxxxx MLML Fee
24.03 U-Haul Center 67th & Xxxx MLML Fee
24.04 U-Haul Ctr N Tampa MLML Fee
24.05 U-Haul Ctr 24 Hwy MLML Fee
24.06 U-Haul Ctr Orange MLML Fee
24.07 U-Haul Savannah Ogeechee MLML Fee
24.08 U-Haul Ctr Xxxxx Xx MLML Fee
24.09 U-Haul Ct Oakwood MLML Fee
24.10 U-Haul Skyland Blvd MLML Fee
24.11 U-Haul San Xxxxxx MLML Fee
24.12 U-Haul Main Street Mov & Str MLML Fee
24.13 U-Haul Ctr S Topeka MLML Fee
24.14 U-Haul Saddle Brook MLML Fee
24.15 U-Haul Ct Pocatello MLML Fee
24.16 U-Haul City Centre MLML Fee
24.17 U-Haul Ctr Anaheim MLML Fee
26 U-Haul Self Storage Portfolio VI MLML 300 295 Fee No
26.01 U-Haul Ctr Westchester County MLML Fee
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
MORTGAGE ENVIRONMENTAL
LOAN ENVIRONMENTAL INSURANCE CROSS- CROSS- DEFEASANCE LETTER OF LOCKBOX
LOAN # PROPERTY NAME SELLER REPORT TYPE (Y/N) DEFAULTED COLLATERALIZED ALLOWED CREDIT IN-PLACE
------------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML 8/8/2005 Yes
6.12 Washtenaw Fountain Plaza MLML 8/8/2005 Yes
6.13 Jacksonian Plaza MLML 8/5/2005 Yes
9 Xxxx Xxxxx'x Corner MLML 6/30/2005 No Yes No Yes
9.01 Gallows Road MLML 6/30/2005 No
9.02 Xxxxxxx Drive MLML 6/30/2005 No
10 Xxxxxxxx Marketplace
Shopping Center MLML 9/13/2005 No Yes No No
11 Lodgian Portfolio 4 MLML Various No Yes No Yes
11.01 Crowne Plaza - West Palm
Beach MLML 11/15/2005 No
11.02 Hilton - Columbia MLML 11/15/2005 No
11.03 Hilton - Troy MLML 11/15/2005 No
11.04 Holiday Inn Select -
Irving MLML 11/15/2005 No
11.05 Residence Inn - Little
Rock MLML 11/15/2005 No
11.06 Courtyard by Marriott - 11/15/2005 No
Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML 11/15/2005 No
11.08 Holiday Inn SunSpree -
Surfside Beach MLML 11/15/2005 No
13 Quads 345/Xxxxxx Cotton
Center MLML 10/3/2005 No Yes No Yes
15 Westminster City Center MLML 8/8/2005 No Yes Yes Yes No Yes
17 Fresh Direct Warehouse MLML 9/6/2005 No Yes No No
20 Empire Shopping Center MLML 2/15/2005 No Yes No Yes
23 First Energy Office
Building MLML 7/19/2005 No Yes No Yes
24 U-Haul Self Storage
Portfolio V MLML Various No Yes Yes Yes No Yes
24.01 Westheimer U-Haul Center MLML 4/20/2005 No
24.02 U-Haul Xxxxxxxxxx MLML 4/20/2005 No
24.03 U-Haul Center 67th &
Xxxx MLML 4/22/2005 No
24.04 U-Haul Ctr N Tampa MLML 4/20/2005 No
24.05 U-Haul Ctr 24 Hwy MLML 4/20/2005 No
24.06 U-Haul Ctr Orange MLML 4/20/2005 No
24.07 U-Haul Savannah Ogeechee MLML 4/14/2005 No
24.08 U-Haul Ctr Xxxxx Xx MLML 4/20/2005 No
24.09 U-Haul Ct Oakwood MLML 4/20/2005 No
24.10 U-Haul Skyland Blvd MLML 4/19/2005 No
24.11 U-Haul San Xxxxxx MLML 4/20/2005 No
24.12 U-Haul Xxxx Xxxxxx Xxx &
Xxx XXXX 0/00/0000 No
24.13 U-Haul Ctr S Topeka MLML 4/20/2005 No
24.14 U-Haul Saddle Brook MLML 4/20/2005 No
24.15 U-Haul Ct Pocatello MLML 4/20/2005 No
24.16 U-Haul City Centre MLML 7/8/2005 No
24.17 U-Haul Ctr Anaheim MLML 4/18/2005 No
26 U-Haul Self Storage
Portfolio VI MLML Various No Yes Yes Yes No Yes
26.01 U-Haul Ctr Westchester
County MLML 4/20/2005 No
26.02 U-Haul Pleasant Hls MLML 4/21/2005 No
26.03 U-Haul Ctr Airport MLML 4/21/2005 No
MORTGAGE UPFRONT UPFRONT
LOAN HOLDBACK UPFRONT ENG. CAPEX ENVIR.
LOAN # PROPERTY NAME SELLER AMT RESERVE RESERVES RESERVE
-------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML
6.12 Washtenaw Fountain Plaza MLML
6.13 Jacksonian Plaza MLML
9 Xxxx Xxxxx'x Corner MLML
9.01 Gallows Road MLML
9.02 Xxxxxxx Drive MLML
10 Xxxxxxxx Marketplace Shopping Center MLML
11 Lodgian Portfolio 4 MLML 136,993.00 351,513.00 3,993.75
11.01 Xxxxxx Xxxxx - Xxxx Xxxx Xxxxx XXXX
00.00 Xxxxxx - Xxxxxxxx MLML
11.03 Hilton - Troy MLML
11.04 Holiday Inn Select - Irving MLML
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX
00.00 Xxxxxxxxx by Marriott - Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML
11.08 Holiday Inn SunSpree - Surfside Beach MLML
13 Quads 345/Xxxxxx Cotton Center XXXX
00 Xxxxxxxxxxx Xxxx Center MLML 2,500.00
17 Fresh Direct Warehouse MLML 50,000.00
20 Empire Shopping Center MLML
23 First Energy Office Building MLML
24 U-Haul Self Storage Portfolio V MLML 817,598.00 555,000.00
24.01 Westheimer U-Haul Center MLML
24.02 U-Haul Xxxxxxxxxx MLML
24.03 U-Haul Center 67th & Xxxx MLML
24.04 U-Haul Ctr N Tampa MLML
24.05 U-Haul Ctr 24 Hwy MLML
24.06 U-Haul Ctr Orange MLML
24.07 U-Haul Savannah Ogeechee MLML
24.08 U-Haul Ctr Xxxxx Xx MLML
24.09 U-Haul Ct Oakwood MLML
24.10 U-Haul Skyland Blvd MLML
24.11 U-Haul San Xxxxxx MLML
24.12 U-Haul Main Street Mov & Str MLML
24.13 U-Haul Ctr S Topeka MLML
24.14 U-Haul Saddle Brook MLML
24.15 U-Haul Ct Pocatello MLML
24.16 U-Haul City Centre MLML
24.17 U-Haul Ctr Anaheim MLML
26 U-Haul Self Storage Portfolio VI MLML 579,840.00 625,875.00
26.01 U-Haul Ctr Westchester County MLML
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
MORTGAGE UPFRONT UPFRONT
LOAN TI/LC UPFRONT RE INSURANCE UPFRONT OTHER
LOAN # PROPERTY NAME SELLER RESERVE TAX RESERVE RESERVE RESERVE
-------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML
6.12 Washtenaw Fountain Plaza MLML
6.13 Jacksonian Plaza MLML
9 Xxxx Xxxxx'x Corner MLML 650,000.00 187,312.50 2,870,436.74
9.01 Gallows Road MLML
9.02 Xxxxxxx Drive MLML
10 Xxxxxxxx Marketplace Shopping Center MLML 110,376.87 476,162.00
11 Lodgian Portfolio 4 MLML 630,000.00 466,800.00
11.01 Crowne Plaza - West Palm Beach MLML
11.02 Hilton - Columbia MLML
11.03 Hilton - Troy MLML
11.04 Holiday Inn Select - Irving MLML
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX
00.00 Xxxxxxxxx by Marriott - Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML
11.08 Holiday Inn SunSpree - Surfside Beach MLML
13 Quads 345/Xxxxxx Cotton Center MLML 235,651.36 62,793.72 5,106,263.26
15 Westminster City Center MLML 395,508.00 82,926.87
17 Fresh Direct Warehouse MLML 113,722.35 315,000.00 3,010,054.68
20 Empire Shopping Center MLML 2,206,665.71 48,763.99 14,475.83
23 First Energy Office Building MLML 153,275.65 110,669.46 5,576,135.00
24 U-Haul Self Storage Portfolio V MLML 124,213.77 9,669.84
24.01 Westheimer U-Haul Center MLML
24.02 U-Haul Xxxxxxxxxx MLML
24.03 U-Haul Center 67th & Xxxx MLML
24.04 U-Haul Ctr N Tampa MLML
24.05 U-Haul Ctr 24 Hwy MLML
24.06 U-Haul Ctr Orange MLML
24.07 U-Haul Savannah Ogeechee MLML
24.08 U-Haul Ctr Xxxxx Xx MLML
24.09 U-Haul Ct Oakwood MLML
24.10 U-Haul Skyland Blvd MLML
24.11 U-Haul San Xxxxxx MLML
24.12 U-Haul Main Street Mov & Str MLML
24.13 U-Haul Ctr S Topeka MLML
24.14 U-Haul Saddle Brook MLML
24.15 U-Haul Ct Pocatello MLML
24.16 U-Haul City Centre MLML
24.17 U-Haul Ctr Anaheim MLML
26 U-Haul Self Storage Portfolio VI MLML 119,429.47 7,005.43
26.01 U-Haul Ctr Westchester County MLML
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
MORTGAGE MONTHLY
LOAN ENVIR.
LOAN # PROPERTY NAME SELLER UPFRONT OTHER DESCRIPTION MONTHLY CAPEX RESERVE RESERVE
-----------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML
6.12 Washtenaw Fountain Plaza MLML
6.13 Jacksonian Plaza MLML
9 Xxxx Xxxxx'x Corner MLML 1953 Gallows Rd Pre-Existing TI/LC Funds 9,014.50
(1,025,513.44); 0000 Xxxxxxx Xx Pre-Existing
TI/LC Funds (1,844,923.30)
9.01 Gallows Road MLML
9.02 Xxxxxxx Drive MLML
10 Xxxxxxxx Marketplace Shopping Center MLML Rent Reserve (421,218.00) and Occupancy 3,854.00
Reserve (54,944.00)
11 Lodgian Portfolio 4 MLML 4% of Gross Revenues
11.01 Crowne Plaza - West Palm Beach MLML
11.02 Hilton - Columbia MLML
11.03 Hilton - Troy MLML
11.04 Holiday Inn Select - Irving MLML
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX
00.00 Xxxxxxxxx by Marriott - Paducah MLML
11.07 Holiday Inn - Xxxxxxxxx MLML
11.08 Holiday Inn SunSpree - Surfside Beach MLML
13 Quads 345/Xxxxxx Cotton Center MLML GE Parallel Rent Reserve (537,600.00), GE 5,286.00
Parrallel TI Reserve (4,375,000.00), Xxxxx
Fargo Reserve (193,663.26)
15 Westminster City Center MLML 4,270.00
17 Fresh Direct Warehouse MLML Debt Service
20 Empire Shopping Center MLML
23 First Energy Office Building MLML First Energy Reserve 2,784.83
24 U-Haul Self Storage Portfolio V MLML 5,015.15
24.01 Westheimer U-Haul Center MLML
24.02 U-Haul Xxxxxxxxxx MLML
24.03 U-Haul Center 67th & Xxxx MLML
24.04 U-Haul Ctr N Tampa MLML
24.05 U-Haul Ctr 24 Hwy MLML
24.06 U-Haul Ctr Orange MLML
24.07 U-Haul Savannah Ogeechee MLML
24.08 U-Haul Ctr Xxxxx Xx MLML
24.09 U-Haul Ct Oakwood MLML
24.10 U-Haul Skyland Blvd MLML
24.11 U-Haul San Xxxxxx MLML
24.12 U-Haul Main Street Mov & Str MLML
24.13 U-Haul Ctr S Topeka MLML
24.14 U-Haul Saddle Brook MLML
24.15 U-Haul Ct Pocatello MLML
24.16 U-Haul City Centre MLML
24.17 U-Haul Ctr Anaheim MLML
26 U-Haul Self Storage Portfolio VI MLML 4,963.60
26.01 U-Haul Ctr Westchester County MLML
26.02 U-Haul Pleasant Hls MLML
26.03 U-Haul Ctr Airport MLML
MORTGAGE MONTHLY MONTHLY MONTHLY
LOAN TI/LC MONTHLY RE INSURANCE OTHER OTHER MONTH TOTAL UNIT OF
LOAN # PROPERTY NAME SELLER RESERVE TAX RESERVE RESERVE RESERVE DESCRIPTION SF/UNITS MEASURE
-----------------------------------------------------------------------------------------------------------------------------------
6.11 Dover Park Plaza MLML 58,025 SF
6.12 Washtenaw Fountain Plaza MLML 135,942 SF
6.13 Jacksonian Plaza MLML 87,721 SF
9 Xxxx Xxxxx'x Corner MLML 62,437.50 431,861 SF
9.01 Gallows Road MLML 256,272 SF
9.02 Xxxxxxx Drive MLML 175,589 SF
10 Xxxxxxxx Marketplace Shopping Center MLML 5,000.00 27,594.22 331,742 SF
11 Lodgian Portfolio 4 MLML 131,800.00 74,315.18 1,331 Rooms
11.01 Xxxxxx Xxxxx - Xxxx Xxxx Xxxxx XXXX 000 Rooms
11.02 Hilton - Columbia MLML 152 Rooms
11.03 Hilton - Troy MLML 191 Rooms
11.04 Holiday Inn Select - Irving MLML 282 Rooms
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX 00 Rooms
11.06 Courtyard by Marriott - Paducah MLML 100 Rooms
11.07 Holiday Inn - Xxxxxxxxx MLML 158 Rooms
11.08 Holiday Inn SunSpree - Surfside Beach MLML 133 Rooms
13 Quads 345/Xxxxxx Cotton Center MLML 10,417.00 46,142.36 7,596.09 427,888 SF
15 Westminster City Center MLML 79,102.00 11,846.70 341,600 SF
17 Fresh Direct Warehouse MLML 18,953.73 283,110 SF
20 Empire Shopping Center MLML 12,191.00 2,067.98 122,742 SF
23 First Energy Office Building MLML 35,608.00 51,091.88 18,444.91 335,736 SF
24 U-Haul Self Storage Portfolio V MLML 401,212 SF
24.01 Westheimer U-Haul Center MLML 62,075 SF
24.02 U-Haul Xxxxxxxxxx MLML 32,008 SF
24.03 U-Haul Center 67th & Xxxx MLML 20,220 SF
24.04 U-Haul Ctr N Tampa MLML 26,564 SF
24.05 X-Xxxx Xxx 00 Xxx XXXX 35,700 SF
24.06 U-Haul Ctr Orange MLML 14,176 SF
24.07 U-Haul Savannah Ogeechee MLML 25,055 SF
24.08 U-Haul Ctr Xxxxx Xx MLML 26,796 SF
24.09 U-Haul Ct Oakwood MLML 25,100 SF
24.10 U-Haul Skyland Blvd MLML 29,266 SF
24.11 U-Haul San Xxxxxx MLML 29,650 SF
24.12 U-Haul Xxxx Xxxxxx Xxx & Xxx XXXX 00,000 SF
24.13 U-Haul Ctr S Topeka MLML 17,450 SF
24.14 U-Haul Saddle Brook MLML 10,156 SF
24.15 U-Haul Ct Pocatello MLML 9,995 SF
24.16 U-Haul City Centre MLML 15,696 SF
24.17 U-Haul Ctr Anaheim MLML 5,000 SF
26 U-Haul Self Storage Portfolio VI MLML 397,088 SF
26.01 U-Haul Ctr Westchester County MLML 54,149 SF
26.02 U-Haul Pleasant Hls MLML 27,622 SF
26.03 U-Haul Ctr Airport MLML 18,371 SF
MORTGAGE
LOAN GRACE LOAN
LOAN # PROPERTY NAME SELLER PERIOD GROUP
----------------------------------------------------------------------
6.11 Dover Park Plaza MLML 1
6.12 Washtenaw Fountain Plaza MLML 1
6.13 Jacksonian Plaza MLML 1
9 Xxxx Xxxxx'x Corner MLML 0 1
9.01 Gallows Road MLML 1
9.02 Xxxxxxx Drive MLML 1
10 Xxxxxxxx Marketplace Shopping Center MLML 5 1
11 Lodgian Portfolio 4 MLML 0 1
11.01 Xxxxxx Xxxxx - Xxxx Xxxx Xxxxx XXXX 0
11.02 Hilton - Columbia MLML 1
11.03 Hilton - Troy MLML 1
11.04 Holiday Inn Select - Irving MLML 1
11.05 Xxxxxxxxx Xxx - Xxxxxx Xxxx XXXX 0
11.06 Courtyard by Xxxxxxxx - Xxxxxxx XXXX 0
11.07 Holiday Inn - Xxxxxxxxx MLML 1
11.08 Holiday Inn SunSpree - Surfside Beach MLML 1
13 Quads 345/Xxxxxx Cotton Center MLML 0 1
15 Westminster City Center MLML 0 1
17 Fresh Direct Warehouse MLML 5 1
20 Empire Shopping Center MLML 5 1
23 First Energy Office Building MLML 5 1
24 U-Haul Self Storage Portfolio V MLML 5 1
24.01 Westheimer U-Haul Center MLML 1
24.02 U-Haul Xxxxxxxxxx MLML 1
24.03 X-Xxxx Xxxxxx 00xx & Xxxx XXXX 0
24.04 U-Haul Ctr N Tampa MLML 1
24.05 X-Xxxx Xxx 00 Xxx XXXX 0
24.06 U-Haul Ctr Orange MLML 1
24.07 U-Haul Savannah Ogeechee MLML 1
24.08 X-Xxxx Xxx Xxxxx Xx XXXX 0
24.09 U-Haul Ct Oakwood MLML 1
24.10 U-Haul Skyland Blvd MLML 1
24.11 U-Haul San Xxxxxx MLML 1
24.12 U-Haul Xxxx Xxxxxx Xxx & Xxx XXXX 0
24.13 U-Haul Ctr S Topeka MLML 1
24.14 U-Haul Saddle Brook MLML 1
24.15 U-Haul Ct Pocatello MLML 1
24.16 U-Haul City Centre MLML 1
24.17 U-Haul Ctr Anaheim MLML 1
26 U-Haul Self Storage Portfolio VI MLML 5 1
26.01 U-Haul Ctr Westchester County MLML 1
26.02 U-Haul Pleasant Hls MLML 1
26.03 U-Haul Ctr Airport MLML 1
MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER PROPERTY TYPE ADDRESS
---------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML Self Storage 0000 Xxxx Xxxxxx
26.05 U-Haul Foothill Blv MLML Self Storage 00000 Xxxxxxxx Xxxxxxxxx
26.06 U-Haul Outer Fort MLML Self Storage 3175 South Fort
26.07 X-Xxxx Xxxxxx 00xx Xxxxxx MLML Self Storage 0000 Xxxx 00xx Xxxxxx
26.08 U-Haul Ct Crosstown MLML Self Storage 0000 Xxxxx Xxxx Xxxxxx
26.09 U-Haul Washington MLML Self Storage 000 Xxxxxxxxxx Xxxx
26.10 U-Haul Ct I-24 MLML Self Storage 0000 Xxxxx Xxxxxx
26.11 U-Haul Center Westfield MLML Self Storage 00 Xxxxxxxxxxx Xxxx
26.12 U-Haul Hanover St MLML Self Storage 00 Xxxxxxx Xxxxxx
26.13 U-Haul Ct Livermore MLML Self Storage 0000 Xxxxxxxx Xxxxx
26.14 U-Haul Center Olympia MLML Self Storage 0000 Xxxx 0xx Xxxxxx
26.15 U-Haul Xxxxxxx Ave MLML Self Storage 0000 Xxxxxxx Xxxxxx
26.16 U-Haul Center Point MLML Self Storage 0000 Xxxxxx Xxxxx Xxxx
26.17 U-Haul Towne East MLML Self Storage 0000 Xxxx Xxxxxx
26.18 U-Haul S Locust MLML Self Storage 0000 Xxxxx Xxxxxx Xxxxxx
26.19 U-Haul Center Longview MLML Self Storage 000 Xxxx Xxxxxxxx Xxxxxx
26.20 U-Haul Bloomsburg MLML Self Storage 0000 Xxxxxxxx Xxxxxxxxx
26.21 U-Haul Center Xxxx Hwy MLML Self Storage 000 Xxxx Xxxxxxx
27 U-Haul Self Storage Portfolio VII MLML Self Storage Various
27.01 U-Haul Greater Miami MLML Self Storage 0000 Xxxxxxxxx 0xx Xxxxxx
27.02 U-Haul Center Lancaster MLML Self Storage 00000 Xxxxxx Xxxxxxx
27.03 U-Haul Boston Ave MLML Self Storage 000-000 Xxxxxx Xxxxxx
27.04 U-Haul Ctr Weymouth MLML Self Storage 000 Xxxxxx Xxxxxx
27.05 U-Haul Ctr Beltline MLML Self Storage 000 Xxxxx Xxxxxxxx Xxxxxxx
27.06 U-Haul Lake Square MLML Self Storage 00000 Xxxxxxx 000 Xxxxx
27.07 U-Haul Ctr Box Road MLML Self Storage 1700 Box Road
27.08 U-Haul Ct Hyde Park MLML Self Storage 000 Xxxxxxxxx Xxxxxx
27.09 U-Haul Ctr Route 1 MLML Self Storage 000 Xxxxxxxxxx Xxxxxxx
27.10 U-Haul Dallas Frwy MLML Self Storage 0000 Xxxxx Xxxxxxx
27.11 U-Haul Ct Downtown MLML Self Storage 000 0/0 Xxxxxxxxxx Xxxxxx
27.12 U-Haul Wrightsboro MLML Self Storage 0000 Xxxxxxxxxxx Xxxx
27.13 U-Haul Of Roseburg MLML Self Storage 0000 Xxxxxxxxx Xxxxxxxx Xxxxxx
27.14 U-Haul Greensburg MLML Self Storage 0000 Xxxx Xxxxxxxxx Xxxxxx
27.15 Fairgrounds U-Haul Center MLML Self Storage 0000 Xxxxxxxx Xxxx
27.16 U-Haul Ct X X Xxxxx MLML Self Storage 0000 Xxxxxx Xxxxxx
27.17 U-Haul Ct Padre Isl MLML Self Storage 0000 Xxxxx Xxxxx Xxxxxx Xxxxx
27.18 U-Haul Pace Blvd MLML Self Storage 0000 Xxxxx Xxxx Xxxxxxxxx
00 Xxxxxxxxx Xxxxxx Xxxxxxxxx XXXX Various Various
29.01 000 Xxxxxxxxx Xxxxxx XXXX Retail 000 Xxxxxxxxx Xxxxxx
29.02 000-000 Xxxxxxxxx Xxxxxx MLML Mixed Use 000-000 Xxxxxxxxx Xxxxxx
29.03 000 Xxxxxxxxx Xxxxxx MLML Mixed Use 000 Xxxxxxxxx Xxxxxx
29.04 000 Xxxxxxxxx Xxxxxx MLML Mixed Use 000 Xxxxxxxxx Xxxxxx
30 Massapequa Shopping Center Portfolio MLML Retail 1220, 1276 and 0000 Xxxxxxxxxx Xxxx
32 Fountain Square MLML Retail 000-000 Xxxx Xxxx Xxxx
33 Parkway Crossing East MLML Retail 0000-0000 Xxxxxx Xxxxxxx Xxxxxxx
37 Xxxxx Plaza MLML Office 16542-16550 Xxxxxxx Xxxxxxxxx
00 Xxx Xxxxx MLML Multifamily 0000 Xxxxxxxxx Xxxxxx
42 Marquee Place MLML Mixed Use 000-000 Xxxx Xxxx Xxxxxx
44 Xxxxxx Point Pavillion MLML Retail 1510-1620 Xxxxxx Point Road Southwest
CUTOFF
MORTGAGE BALANCE ORIGINAL
LOAN # PROPERTY NAME LOAN SELLER CITY COUNTY STATE ZIP CODE (12/1/2005) BALANCE
--------------------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Xxxxxxxxx XXXX Xx Xxxx XX Xx Xxxx 00000 1,753,967.13 1,766,631.48
26.05 X-Xxxx Xxxxxxxx Xxx XXXX Xxxxxxx XX Xxx Xxxxxxxxxx 00000 1,347,560.11 1,357,290.04
26.06 U-Haul Xxxxx Xxxx XXXX Xxxxxxx XX Xxxxx 00000 1,329,735.24 1,339,336.47
26.07 X-Xxxx Xxxxxx 00xx Xxxxxx XXXX Xxxxxxx XX Xxxxxx 00000 1,319,040.32 1,328,564.32
26.08 U-Haul Ct Crosstown MLML Corpus Christi TX Nueces 78415 1,247,740.84 1,256,750.03
26.09 U-Haul Washington XXXX Xxxxxxxxxx XX Xxxxxxxxxx 00000 1,176,441.37 1,184,935.75
26.10 X-Xxxx Xx X-00 XXXX Xxxxxxx XX Xxxxxx 00000 1,140,791.63 1,149,028.60
26.11 X-Xxxx Xxxxxx Xxxxxxxxx XXXX Xxxxxxxxx XX Xxxxxxx 00000 1,076,622.10 1,084,395.74
26.12 U-Haul Xxxxxxx Xx XXXX Xxxxxxx XX Xxxxxxx 00000 1,055,232.26 1,062,851.46
26.13 U-Haul Ct Livermore XXXX Xxxxxxxxx XX Xxxxxxx 00000 1,012,452.57 1,019,762.89
26.14 X-Xxxx Xxxxxx Xxxxxxx XXXX Xxxxxxx XX Xxxxxxxx 00000 891,243.46 897,678.60
26.15 U-Haul Xxxxxxx Ave MLML Cincinnati OH Xxxxxxxx 45206 741,514.56 746,868.59
26.16 X-Xxxx Xxxxxx Xxxxx XXXX Xxxxxxxxxx XX Xxxxxxxxx 00000 520,486.18 524,244.30
26.17 X-Xxxx Xxxxx Xxxx XXXX Xxxxxxx XX Xxxxxxxx 00000 406,407.02 409,341.44
26.18 U-Haul X Xxxxxx XXXX Xxxxx Xxxxxx XX Xxxx 00000 335,107.54 337,527.15
26.19 X-Xxxx Xxxxxx Xxxxxxxx XXXX Xxxxxxxx XX Xxxxx 00000 320,847.65 323,164.29
26.20 U-Haul Bloomsburg XXXX Xxxxxxxxxx XX Xxxxxxxx 00000 303,022.78 305,210.72
26.21 X-Xxxx Xxxxxx Xxxx Xxx XXXX Xxxxx XX Xxxx 00000 267,373.04 269,303.58
27 U-Haul Self Storage
Portfolio VII MLML Various Various Various Various 25,600,156.55 25,785,000.00
27.01 U-Haul Greater Miami MLML Xxxxx XX Xxxxx-Xxxx 00000 4,978,422.84 5,014,369.06
27.02 X-Xxxx Xxxxxx Xxxxxxxxx XXXX Xxxxxxxxx XX Xxx Xxxxxxx 00000 3,318,948.56 3,342,912.71
27.03 U-Haul Xxxxxx Xxx XXXX Xxxxxxxxxx XX Xxxxxxxxx 00000 1,932,365.61 1,946,318.06
27.04 U-Haul Ctr Weymouth MLML Xxxxxxxx XX Xxxxxxx 00000 1,770,105.90 1,782,886.78
27.05 X-Xxxx Xxx Xxxxxxxx XXXX Xxxxxx XX Xxxxxx 00000 1,511,965.45 1,522,882.45
27.06 U-Haul Xxxx Xxxxxx XXXX Xxxxxxxx XX Xxxx 00000 1,342,330.31 1,352,022.47
27.07 X-Xxxx Xxx Xxx Xxxx XXXX Xxxxxxxx XX Xxxxxxxx 00000 1,298,077.66 1,307,450.30
27.08 U-Haul Ct Hyde Park XXXX Xxxx Xxxx XX Xxxxxxx 00000 1,246,449.57 1,255,449.44
27.09 X-Xxxx Xxx Xxxxx 0 XXXX Xxxxxxx XX Xxxxxxx 00000 1,194,821.48 1,203,448.57
27.10 U-Haul Dallas Frwy MLML Houston TX Xxxxxx 77022 1,003,060.01 1,010,302.51
27.11 X-Xxxx Xx Xxxxxxxx XXXX Xxxxxx XX Xxxxxx 00000 000,684.57 1,002,873.81
27.12 U-Haul Wrightsboro XXXX Xxxxxxx XX Xxxxxxxx 00000 940,368.76 947,158.60
27.13 U-Haul Xx Xxxxxxxx XXXX Xxxxxxxx XX Xxxxxxx 00000 892,428.39 898,872.08
27.14 U-Haul Greensburg XXXX Xxxxxxxxxx XX Xxxxxxxxxxxx 00000 833,424.86 839,442.52
27.15 Fairgrounds X-Xxxx Xxxxxx XXXX Xxxxxxxxxx XX Xxxxxxxxx 00000 663,789.71 668,582.54
27.16 U-Haul Ct X X Xxxxx MLML San Antonio TX Bexar 78222 590,035.30 594,295.59
27.17 U-Haul Ct Padre Isl MLML Corpus Christi TX Nueces 78411 590,035.30 594,295.59
27.18 U-Haul Pace Blvd MLML Pensacola FL Escambia 32505 497,842.28 501,436.91
00 Xxxxxxxxx Xxxxxx Portfolio MLML Xxxxxxxxx XX Xxxxxxxxx 00000 25,000,000.00 25,000,000.00
29.01 000 Xxxxxxxxx Xxxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 8,487,654.32 8,487,654.32
29.02 000-000 Xxxxxxxxx Xxxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 7,716,049.38 7,716,049.38
29.03 000 Xxxxxxxxx Xxxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 5,144,032.92 5,144,032.92
29.04 000 Xxxxxxxxx Xxxxxx XXXX Xxxxxxxxx XX Xxxxxxxxx 00000 3,652,263.37 3,652,263.37
30 Xxxxxxxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx XXXX Xxxxxxx XX Xxxxxx 00000 24,000,000.00 24,000,000.00
00 Xxxxxxxx Xxxxxx XXXX Xxxxxxx XX Xxxxxxxx 00000 23,360,000.00 23,360,000.00
00 Xxxxxxx Xxxxxxxx Xxxx XXXX Xxxxxxxxxx VA Prince Xxxxxxx 22192 23,200,000.00 23,200,000.00
00 Xxxxx Xxxxx XXXX Xxxxxx XX Xxx Xxxxxxx 00000 20,960,000.00 20,960,000.00
00 Xxx Xxxxx XXXX Xxxx Xxx XX Xxxxxx 00000 20,000,000.00 20,000,000.00
00 Xxxxxxx Xxxxx XXXX Xxxxxxx XX Xxxxxxxx 00000 19,978,618.72 20,000,000.00
00 Xxxxxx Xxxxx Xxxxxxxxx XXXX Xxxxxxx XX Xxxxxxxx 98502 19,400,000.00 19,400,000.00
MORTGAGE IO MONTHLY IO ANNUAL MONTHLY P&I ANNUAL P&I
LOAN # PROPERTY NAME LOAN SELLER DEBT SERVICE DEBT SERVICE DEBT SERVICE DEBT SERVICE
-----------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 00xx Xxxxxx MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Xxxxxxx Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Xxxx Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML 161,157.20 1,933,886.40
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct X X Xxxxx MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
00 Xxxxxxxxx Xxxxxx Xxxxxxxxx XXXX 105,972.51 1,271,670.14 134,465.27 1,613,583.24
29.01 000 Xxxxxxxxx Xxxxxx XXXX
29.02 000-000 Xxxxxxxxx Xxxxxx MLML
29.03 000 Xxxxxxxxx Xxxxxx XXXX
29.04 000 Xxxxxxxxx Xxxxxx MLML
30 Massapequa Shopping Center Portfolio MLML 101,490.28 1,217,883.33 128,910.54 1,546,926.48
00 Xxxxxxxx Xxxxxx MLML 101,053.63 1,212,643.56 127,120.30 1,525,443.60
00 Xxxxxxx Xxxxxxxx Xxxx XXXX 107,104.52 1,285,254.22 131,203.51 1,574,442.12
37 Xxxxx Plaza MLML 88,032.73 1,056,392.73 112,146.62 1,345,759.44
00 Xxx Xxxxx XXXX 78,153.94 937,847.22
00 Xxxxxxx Xxxxx XXXX 115,131.28 1,381,575.36
00 Xxxxxx Xxxxx Xxxxxxxxx XXXX 85,447.34 1,025,368.14 106,683.36 1,280,200.32
PRIMARY MASTER
MORTGAGE INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME LOAN SELLER RATE (%) FEE RATE FEE RATE
----------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 00xx Xxxxxx MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Xxxxxxx Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Xxxx Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML 5.6820 0.01000 0.02000
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct X X Xxxxx MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
00 Xxxxxxxxx Xxxxxx Xxxxxxxxx XXXX 0.0000 0.01000 0.02000
29.01 000 Xxxxxxxxx Xxxxxx XXXX
29.02 000-000 Xxxxxxxxx Xxxxxx MLML
29.03 000 Xxxxxxxxx Xxxxxx XXXX
29.04 000 Xxxxxxxxx Xxxxxx MLML
00 Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XXXX 0.0000 0.01000 0.02000
00 Xxxxxxxx Xxxxxx XXXX 0.0000 0.01000 0.02000
00 Xxxxxxx Xxxxxxxx Xxxx XXXX 0.0000 0.01000 0.02000
00 Xxxxx Xxxxx XXXX 0.0000 0.01000 0.02000
00 Xxx Xxxxx XXXX 0.0000 0.01000 0.02000
00 Xxxxxxx Xxxxx XXXX 0.0000 0.01000 0.02000
00 Xxxxxx Xxxxx Xxxxxxxxx XXXX 0.0000 0.01000 0.02000
TRUSTEE &
MORTGAGE PAYING AGENT BROKER ADMIN. NET MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER FEE STRIP RATE FEE INTEREST RATE
-----------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 00xx Xxxxxx MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Xxxxxxx Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Gray Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML 0.00060 0.03060 5.65140
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct W W White MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
29 Greenwich Avenue Portfolio MLML 0.00060 0.03060 4.98640
29.01 252 Greenwich Avenue MLML
29.02 321-325 Greenwich Avenue MLML
29.03 234 Greenwich Avenue MLML
29.04 151 Greenwich Avenue MLML
30 Massapequa Shopping Center Portfolio MLML 0.00060 0.03060 4.97440
32 Fountain Square MLML 0.00060 0.03060 5.08940
33 Parkway Crossing East MLML 0.00060 0.03060 5.43340
37 Rubio Plaza MLML 0.00060 0.03060 4.94040
40 The Plaza MLML 0.00060 0.03060 4.59440
42 Marquee Place MLML 0.00060 0.03060 5.59440
44 Cooper Point Pavillion MLML 0.00060 0.03060 5.18240
MORTGAGE REMAINING MATURITY/ARD
LOAN # PROPERTY NAME LOAN SELLER ACCRUAL TYPE TERM TERM DATE
------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 34th Street MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Gilbert Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Gray Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML Actual/360 120 115 7/1/2015
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct W W White MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
29 Greenwich Avenue Portfolio MLML Actual/360 120 117 9/1/2015
29.01 252 Greenwich Avenue MLML
29.02 321-325 Greenwich Avenue MLML
29.03 234 Greenwich Avenue MLML
29.04 151 Greenwich Avenue MLML
30 Massapequa Shopping Center Portfolio MLML Actual/360 120 118 10/1/2015
32 Fountain Square MLML Actual/360 120 119 11/1/2015
33 Parkway Crossing East MLML Actual/360 120 113 5/1/2015
37 Rubio Plaza MLML Actual/360 120 119 11/1/2015
40 The Plaza MLML Actual/360 120 116 8/1/2015
42 Marquee Place MLML Actual/360 120 119 11/1/2015
44 Cooper Point Pavillion MLML Actual/360 120 116 8/1/2015
MORTGAGE
LOAN AMORT REMAINING
LOAN # PROPERTY NAME SELLER TERM AMORT TERM TITLE TYPE ARD (Y/N) ARD STEP UP (%)
-----------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML Fee
26.05 U-Haul Foothill Blv MLML Fee
26.06 U-Haul Outer Fort MLML Fee
26.07 U-Haul Center 34th Street MLML Fee
26.08 U-Haul Ct Crosstown MLML Fee
26.09 U-Haul Washington MLML Fee
26.10 U-Haul Ct I-24 MLML Fee
26.11 U-Haul Center Westfield MLML Fee
26.12 U-Haul Hanover St MLML Fee
26.13 U-Haul Ct Livermore MLML Fee
26.14 U-Haul Center Olympia MLML Fee
26.15 U-Haul Gilbert Ave MLML Fee
26.16 U-Haul Center Point MLML Fee
26.17 U-Haul Towne East MLML Fee
26.18 U-Haul S Locust MLML Fee
26.19 U-Haul Center Longview MLML Fee
26.20 U-Haul Bloomsburg MLML Fee
26.21 U-Haul Center Gray Hwy MLML Fee
27 U-Haul Self Storage Portfolio VII MLML 300 295 Fee No
27.01 U-Haul Greater Miami MLML Fee
27.02 U-Haul Center Lancaster MLML Fee
27.03 U-Haul Boston Ave MLML Fee
27.04 U-Haul Ctr Weymouth MLML Fee
27.05 U-Haul Ctr Beltline MLML Fee
27.06 U-Haul Lake Square MLML Fee
27.07 U-Haul Ctr Box Road MLML Fee
27.08 U-Haul Ct Hyde Park MLML Fee
27.09 U-Haul Ctr Route 1 MLML Fee
27.10 U-Haul Dallas Frwy MLML Fee
27.11 U-Haul Ct Downtown MLML Fee
27.12 U-Haul Wrightsboro MLML Fee
27.13 U-Haul Of Roseburg MLML Fee
27.14 U-Haul Greensburg MLML Fee
27.15 Fairgrounds U-Haul Center MLML Fee
27.16 U-Haul Ct W W White MLML Fee
27.17 U-Haul Ct Padre Isl MLML Fee
27.18 U-Haul Pace Blvd MLML Fee
29 Greenwich Avenue Portfolio MLML 360 360 Fee No
29.01 252 Greenwich Avenue MLML Fee
29.02 321-325 Greenwich Avenue MLML Fee
29.03 234 Greenwich Avenue MLML Fee
29.04 151 Greenwich Avenue MLML Fee
30 Massapequa Shopping Center Portfolio MLML 360 360 Fee No
32 Fountain Square MLML 360 360 Fee No
33 Parkway Crossing East MLML 360 360 Fee No
37 Rubio Plaza MLML 360 360 Fee No
40 The Plaza MLML 0 0 Fee No
42 Marquee Place MLML 360 359 Fee No
44 Cooper Point Pavillion MLML 360 360 Fee No
MORTGAGE ENVIRONMENTAL LETTER
LOAN ENVIRONMENTAL INSURANCE CROSS- CROSS- DEFEASANCE OF LOCKBOX
LOAN # PROPERTY NAME SELLER REPORT TYPE (Y/N) DEFAULTED COLLATERALIZED ALLOWED CREDIT IN-PLACE
-----------------------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML 4/20/2005 No
26.05 U-Haul Foothill Blv MLML 4/20/2005 No
26.06 U-Haul Outer Fort MLML 4/20/2005 No
26.07 U-Haul Center 34th Street MLML 4/20/2005 No
26.08 U-Haul Ct Crosstown MLML 4/20/2005 No
26.09 U-Haul Washington MLML 4/20/2005 No
26.10 U-Haul Ct I-24 MLML 4/20/2005 No
26.11 U-Haul Center Westfield MLML 4/20/2005 No
26.12 U-Haul Hanover St MLML 4/20/2005 No
26.13 U-Haul Ct Livermore MLML 6/23/2005 No
26.14 U-Haul Center Olympia MLML 4/20/2005 No
26.15 U-Haul Gilbert Ave MLML 7/8/2005 No
26.16 U-Haul Center Point MLML 4/20/2005 No
26.17 U-Haul Towne East MLML 4/20/2005 No
26.18 U-Haul S Locust MLML 7/1/2005 No
26.19 U-Haul Center Longview MLML 4/20/2005 No
26.20 U-Haul Bloomsburg MLML 4/20/2005 No
26.21 U-Haul Center Gray Hwy MLML 6/30/2005 No
27 U-Haul Self Storage
Portfolio VII MLML Various No Yes Yes Yes No Yes
27.01 U-Haul Greater Miami MLML 4/20/2005 No
27.02 U-Haul Center Lancaster MLML 4/18/2005 No
27.03 U-Haul Boston Ave MLML 4/18/2005 No
27.04 U-Haul Ctr Weymouth MLML 4/27/2005 No
27.05 U-Haul Ctr Beltline MLML 4/20/2005 No
27.06 U-Haul Lake Square MLML 4/20/2005 No
27.07 U-Haul Ctr Box Road MLML 4/22/2005 No
27.08 U-Haul Ct Hyde Park MLML 4/20/2005 No
27.09 U-Haul Ctr Route 1 MLML 4/20/2005 No
27.10 U-Haul Dallas Frwy MLML 4/20/2005 No
27.11 U-Haul Ct Downtown MLML 4/20/2005 No
27.12 U-Haul Wrightsboro MLML 4/19/2005 No
27.13 U-Haul Of Roseburg MLML 4/20/2005 No
27.14 U-Haul Greensburg MLML 4/20/2005 No
27.15 Fairgrounds U-Haul Center MLML 4/20/2005 No
27.16 U-Haul Ct W W White MLML 4/20/2005 No
27.17 U-Haul Ct Padre Isl MLML 4/20/2005 No
27.18 U-Haul Pace Blvd MLML 4/20/2005 No
29 Greenwich Avenue Portfolio MLML 9/7/2005 No Yes No No
29.01 252 Greenwich Avenue MLML 9/7/2005 No
29.02 321-325 Greenwich Avenue MLML 9/7/2005 No
29.03 234 Greenwich Avenue MLML 9/7/2005 No
29.04 151 Greenwich Avenue MLML 9/7/2005 No
30 Massapequa Shopping
Center Portfolio MLML 7/22/2005 No Yes No Yes
32 Fountain Square MLML 9/14/2005 No Yes No Yes
33 Parkway Crossing East MLML 1/3/2005 No Yes Yes Yes No No
37 Rubio Plaza MLML 8/16/2005 No Yes No No
40 The Plaza MLML 7/7/2005 No Yes No No
42 Marquee Place MLML 9/16/2005 No Yes No No
44 Cooper Point Pavillion MLML 7/5/2005 No Yes No No
MORTGAGE UPFRONT UPFRONT UPFRONT UPFRONT
LOAN HOLDBACK UPFRONT CAPEX ENVIR. TI/LC UPFRONT RE INSURANCE
LOAN # PROPERTY NAME SELLER AMT ENG. RESERVE RESERVES RESERVE RESERVE TAX RESERVE RESERVE
------------------------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 34th Street MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Gilbert Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Gray Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML 134,079.00 228,750.00 112,733.90 6,920.01
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct W W White MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
29 Greenwich Avenue Portfolio MLML 96,000.00 37,996.43 39,729.11
29.01 252 Greenwich Avenue MLML
29.02 321-325 Greenwich Avenue MLML
29.03 234 Greenwich Avenue MLML
29.04 151 Greenwich Avenue MLML
30 Massapequa Shopping Center
Portfolio MLML 75,000.00 51,640.83
32 Fountain Square MLML 41,819.41
33 Parkway Crossing East MLML
37 Rubio Plaza MLML 107,300.00 117,533.00 140,375.00
40 The Plaza MLML 150,000.00
42 Marquee Place MLML 100,000.00 88,257.74 13,219.50
44 Cooper Point Pavillion MLML 42,839.88 22,197.70
MORTGAGE UPFRONT MONTHLY MONTHLY
LOAN OTHER CAPEX ENVIR.
LOAN # PROPERTY NAME SELLER RESERVE UPFRONT OTHER DESCRIPTION RESERVE RESERVE
-------------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML
26.05 U-Haul Foothill Blv MLML
26.06 U-Haul Outer Fort MLML
26.07 U-Haul Center 34th Street MLML
26.08 U-Haul Ct Crosstown MLML
26.09 U-Haul Washington MLML
26.10 U-Haul Ct I-24 MLML
26.11 U-Haul Center Westfield MLML
26.12 U-Haul Hanover St MLML
26.13 U-Haul Ct Livermore MLML
26.14 U-Haul Center Olympia MLML
26.15 U-Haul Gilbert Ave MLML
26.16 U-Haul Center Point MLML
26.17 U-Haul Towne East MLML
26.18 U-Haul S Locust MLML
26.19 U-Haul Center Longview MLML
26.20 U-Haul Bloomsburg MLML
26.21 U-Haul Center Gray Hwy MLML
27 U-Haul Self Storage Portfolio VII MLML 4,386.31
27.01 U-Haul Greater Miami MLML
27.02 U-Haul Center Lancaster MLML
27.03 U-Haul Boston Ave MLML
27.04 U-Haul Ctr Weymouth MLML
27.05 U-Haul Ctr Beltline MLML
27.06 U-Haul Lake Square MLML
27.07 U-Haul Ctr Box Road MLML
27.08 U-Haul Ct Hyde Park MLML
27.09 U-Haul Ctr Route 1 MLML
27.10 U-Haul Dallas Frwy MLML
27.11 U-Haul Ct Downtown MLML
27.12 U-Haul Wrightsboro MLML
27.13 U-Haul Of Roseburg MLML
27.14 U-Haul Greensburg MLML
27.15 Fairgrounds U-Haul Center MLML
27.16 U-Haul Ct W W White MLML
27.17 U-Haul Ct Padre Isl MLML
27.18 U-Haul Pace Blvd MLML
29 Greenwich Avenue Portfolio MLML
29.01 252 Greenwich Avenue MLML
29.02 321-325 Greenwich Avenue MLML
29.03 234 Greenwich Avenue MLML
29.04 151 Greenwich Avenue MLML
30 Massapequa Shopping Center Portfolio MLML 2,928.00
32 Fountain Square MLML 80,000.00 Linda's Hallmark Reserve 1,456.00
33 Parkway Crossing East MLML
37 Rubio Plaza MLML 239,428.18 Tenant Allowance Reserve 2,025.00
40 The Plaza MLML
42 Marquee Place MLML
44 Cooper Point Pavillion MLML 156,600.00 Unit 210-250 Reserve (105,100.00);
Unit 310 Reserve (51,500.00) 1,125.00
MORTGAGE MONTHLY MONTHLY MONTHLY
LOAN TI/LC MONTHLY RE INSURANCE OTHER OTHER MONTH TOTAL UNIT OF
LOAN # PROPERTY NAME SELLER RESERVE TAX RESERVE RESERVE RESERVE DESCRIPTION SF/UNITS MEASURE
---------------------------------------------------------------------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML 30,814 SF
26.05 U-Haul Foothill Blv MLML 17,980 SF
26.06 U-Haul Outer Fort MLML 29,750 SF
26.07 U-Haul Center 34th Street MLML 34,761 SF
26.08 U-Haul Ct Crosstown MLML 34,767 SF
26.09 U-Haul Washington MLML 11,660 SF
26.10 U-Haul Ct I-24 MLML 18,300 SF
26.11 U-Haul Center Westfield MLML 15,000 SF
26.12 U-Haul Hanover St MLML 12,804 SF
26.13 U-Haul Ct Livermore MLML 11,000 SF
26.14 U-Haul Center Olympia MLML 11,121 SF
26.15 U-Haul Gilbert Ave MLML 13,079 SF
26.16 U-Haul Center Point MLML 10,150 SF
26.17 U-Haul Towne East MLML 10,125 SF
26.18 U-Haul S Locust MLML 8,392 SF
26.19 U-Haul Center Longview MLML 6,961 SF
26.20 U-Haul Bloomsburg MLML 7,575 SF
26.21 U-Haul Center Gray Hwy MLML 12,707 SF
27 U-Haul Self Storage Portfolio VII MLML 350,905 SF
27.01 U-Haul Greater Miami MLML 42,776 SF
27.02 U-Haul Center Lancaster MLML 45,973 SF
27.03 U-Haul Boston Ave MLML 14,143 SF
27.04 U-Haul Ctr Weymouth MLML 16,690 SF
27.05 U-Haul Ctr Beltline MLML 32,868 SF
27.06 U-Haul Lake Square MLML 22,490 SF
27.07 U-Haul Ctr Box Road MLML 24,425 SF
27.08 U-Haul Ct Hyde Park MLML 11,722 SF
27.09 U-Haul Ctr Route 1 MLML 10,375 SF
27.10 U-Haul Dallas Frwy MLML 23,024 SF
27.11 U-Haul Ct Downtown MLML 17,217 SF
27.12 U-Haul Wrightsboro MLML 12,610 SF
27.13 U-Haul Of Roseburg MLML 19,950 SF
27.14 U-Haul Greensburg MLML 7,124 SF
27.15 Fairgrounds U-Haul Center MLML 10,019 SF
27.16 U-Haul Ct W W White MLML 8,600 SF
27.17 U-Haul Ct Padre Isl MLML 18,569 SF
27.18 U-Haul Pace Blvd MLML 12,330 SF
29 Greenwich Avenue Portfolio MLML 13,998.68 4,802.09 60,869 SF
29.01 252 Greenwich Avenue MLML 14,314 SF
29.02 321-325 Greenwich Avenue MLML 21,200 SF
29.03 234 Greenwich Avenue MLML 14,647 SF
29.04 151 Greenwich Avenue MLML 10,708 SF
30 Massapequa Shopping Center Portfolio MLML 9,703.00 91,936.71 159,690 SF
32 Fountain Square MLML 6,500.00 20,909.70 1,463.79 127,580 SF
33 Parkway Crossing East MLML 143,620 SF
37 Rubio Plaza MLML 3,334.00 28,075.00 94,689 SF
40 The Plaza MLML 171 Units
42 Marquee Place MLML 44,128.87 1,101.63 73,339 SF
44 Cooper Point Pavillion MLML 5,000.00 10,709.97 2,774.71 90,032 SF
MORTGAGE
LOAN GRACE LOAN
LOAN # PROPERTY NAME SELLER PERIOD GROUP
---------------------------------------------------------------------
26.04 U-Haul Ct Northeast MLML 1
26.05 U-Haul Foothill Blv MLML 1
26.06 U-Haul Outer Fort MLML 1
26.07 U-Haul Center 34th Street MLML 1
26.08 U-Haul Ct Crosstown MLML 1
26.09 U-Haul Washington MLML 1
26.10 U-Haul Ct I-24 MLML 1
26.11 U-Haul Center Westfield MLML 1
26.12 U-Haul Hanover St MLML 1
26.13 U-Haul Ct Livermore MLML 1
26.14 U-Haul Center Olympia MLML 1
26.15 U-Haul Gilbert Ave MLML 1
26.16 U-Haul Center Point MLML 1
26.17 U-Haul Towne East MLML 1
26.18 U-Haul S Locust MLML 1
26.19 U-Haul Center Longview MLML 1
26.20 U-Haul Bloomsburg MLML 1
26.21 U-Haul Center Gray Hwy MLML 1
27 U-Haul Self Storage Portfolio VII MLML 5 1
27.01 U-Haul Greater Miami MLML 1
27.02 U-Haul Center Lancaster MLML 1
27.03 U-Haul Boston Ave MLML 1
27.04 U-Haul Ctr Weymouth MLML 1
27.05 U-Haul Ctr Beltline MLML 1
27.06 U-Haul Lake Square MLML 1
27.07 U-Haul Ctr Box Road MLML 1
27.08 U-Haul Ct Hyde Park MLML 1
27.09 U-Haul Ctr Route 1 MLML 1
27.10 U-Haul Dallas Frwy MLML 1
27.11 U-Haul Ct Downtown MLML 1
27.12 U-Haul Wrightsboro MLML 1
27.13 U-Haul Of Roseburg MLML 1
27.14 U-Haul Greensburg MLML 1
27.15 Fairgrounds U-Haul Center MLML 1
27.16 U-Haul Ct W W White MLML 1
27.17 U-Haul Ct Padre Isl MLML 1
27.18 U-Haul Pace Blvd MLML 1
29 Greenwich Avenue Portfolio MLML 5 1
29.01 252 Greenwich Avenue MLML 1
29.02 321-325 Greenwich Avenue MLML 1
29.03 234 Greenwich Avenue MLML 1
29.04 151 Greenwich Avenue MLML 1
30 Massapequa Shopping Center Portfolio MLML 5 1
32 Fountain Square MLML 5 1
33 Parkway Crossing East MLML 5 1
37 Rubio Plaza MLML 5 1
40 The Plaza MLML 5 1
42 Marquee Place MLML 5 1
44 Cooper Point Pavillion MLML 5 1
LOAN # PROPERTY NAME MORTGAGE LOAN SELLER PROPERTY TYPE ADDRESS
----------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML Retail 5025 U.S. Highway 280 South
46 Lindell Towers MLML Multifamily 3733 & 3745 Lindell Boulevard
48 Wayzata Executive Park MLML Office 1903, 1905 & 1907 Wayzata Boulevard
50 Carmel Woods MLML Multifamily 1010 Clubhouse Court
51 Klahanie Village Shopping Center MLML Retail 4560 Klahanie Drive Southeast
53 Summit Office Park MLML Office 300 Centerville Road
58 Temple Inland Industrial Portfolio MLML Industrial Various
58.01 Santa Fe Springs MLML Industrial 9211 Norwalk Boulevard
58.02 Buena Park MLML Industrial 6211 Descanso Avenue
58.03 El Centro MLML Industrial 120 East Ross Avenue
59 Del Mar Heights Village MLML Mixed Use 2602-2690 Del Mar Heights Road
61 Valley Mack Plaza MLML Retail 6100 & 6200 Mack Road
63 Crown Valley Center MLML Retail 27620 - 27680 Marguerite Parkway
66 390 East H Street MLML Retail 390 East H Street
68 Hi Desert Plaza MLML Retail 16970 Bear Valley Road
72 IDT Building MLML Industrial 225-226 Old New Brunswick Road
76 Lake Frederica Shopping Center MLML Retail 3902 South Semoran Boulevard
77 Anthem Shopping Center MLML Retail 3668 & 3720 West Anthem Way
78 Bridgeview Plaza MLML Retail 3650 Route 9W
80 Regency Plaza MLML Retail 548 Contra Costa Boulevard
81 Marriott - Racine MLML Hospitality 7111 Washington Avenue
82 Sheldon Oaks MLML Multifamily 2525 Cal Young Road
83 In Town Lofts MLML Multifamily 450 Stonewall Street
84 Wilderness Village Shopping Center MLML Retail 22117 Southeast 237th Street
88 Shallowford Exchange MLML Retail 2558 Shallowford Road
90 La Mesa Village Station MLML Mixed Use 5901-5999 Severin Drive
93 Yarbrough Plaza MLML Retail 10501 Gateway West
95 Pleasonton Park 131 MLML Office 6621-6665 Owens Drive
96 Crimson Canyon Building MLML Office 7373 & 7375 Peak Drive
98 Campus Walk Apartments MLML Multifamily 455 Racine Drive
100 Hampton Inn - College Park MLML Hospitality 9670 Baltimore Avenue
101 I-5 Corporate Center MLML Industrial 802 134th Street Southwest
104 Bridgeville Crossing Shopping Center MLML Retail 9537 Bridgeville Center Road
105 Parkway Crossing MLML Retail 11812 Carolina Place Parkway
106 Deer Park MLML Multifamily 646 Canyon Road
112 Wheatland Marketplace MLML Retail 3207-3215 Kirnwood Dtrive
115 Birchwood Health Care Center MLML Multifamily 4800 Bear Road
119 Riverwatch Commons MLML Mixed Use 992 Stevens Creek Road
120 Walgreens and Uno Chicago Grill MLML Retail 218-220 Huttleston Avenue
122 Redwood Apartments MLML Multifamily 1001 East Fern Avenue
123 Montano Shopping Center MLML Retail 6200 Coors Boulevard Northwest
124 Camino Village Shopping Center MLML Retail 1401-1405 South El Camino Real
125 Commerce Bank - Staten Island MLML Retail 5454 Amboy Road
126 Avalon Town Center MLML Retail 1030 East Highway 377
127 Princess Anne Executive Park MLML Office 2396 Court Plaza Drive
MORTGAGE CUTOFF
LOAN BALANCE ORIGINAL
LOAN # PROPERTY NAME SELLER CITY COUNTY STATE ZIP CODE (12/1/2005) BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping
Center MLML Birmingham AL Shelby 35242 18,200,000.00 18,200,000.00
46 Lindell Towers MLML Saint Louis MO Saint Louis City 63108 17,430,000.00 17,430,000.00
48 Wayzata Executive Park MLML Wayzata MN Hennepin 55391 16,540,898.53 16,560,000.00
50 Carmel Woods MLML Carmel IN Hamilton 46032 16,243,943.68 16,280,000.00
51 Klahanie Village Shopping
Center MLML Issaquah WA King 98029 15,967,229.77 16,000,000.00
53 Summit Office Park MLML Warwick RI Kent 02886 15,453,306.28 15,500,000.00
58 Temple Inland Industrial
Portfolio MLML Various CA Various Various 14,970,265.93 15,000,000.00
58.01 Santa Fe Springs MLML Santa Fe Springs CA Los Angeles 90670 8,499,817.00 8,516,699.41
58.02 Buena Park MLML Buena Park CA Orange 90620 4,705,781.04 4,715,127.70
58.03 El Centro MLML El Centro CA Imperial 92243 1,764,667.89 1,768,172.89
59 Del Mar Heights Village MLML San Diego CA San Diego 92014 14,950,000.00 14,950,000.00
61 Valley Mack Plaza MLML Sacramento CA Sacramento 95823 13,500,000.00 13,500,000.00
63 Crown Valley Center MLML Mission Viejo CA Orange 92692 13,000,000.00 13,000,000.00
66 390 East H Street MLML Chula Vista CA San Diego 91910 11,900,000.00 11,900,000.00
68 Hi Desert Plaza MLML Victorville CA San Bernardino 92392 11,500,000.00 11,500,000.00
72 IDT Building MLML Piscataway NJ Middlesex 08854 10,966,126.51 11,000,000.00
76 Lake Frederica Shopping
Center MLML Orlando FL Orange 32822 10,788,223.20 10,800,000.00
77 Anthem Shopping Center MLML Anthem AZ Maricopa 85086 10,765,587.83 10,800,000.00
78 Bridgeview Plaza MLML Highland NY Ulster 12528 10,000,000.00 10,000,000.00
80 Regency Plaza MLML Pleasant Hill CA Contra Costa 94523 9,419,423.35 9,430,000.00
81 Marriott - Racine MLML Racine WI Racine 53406 9,186,789.51 9,200,000.00
82 Sheldon Oaks MLML Eugene OR Lane 97401 9,137,761.03 9,200,000.00
83 In Town Lofts MLML Atlanta GA Fulton 30313 8,990,600.78 9,010,000.00
84 Wilderness Village
Shopping Center MLML Maple Valley WA King 98038 8,981,578.65 9,000,000.00
88 Shallowford Exchange MLML Atlanta GA DeKalb 30345 8,000,000.00 8,000,000.00
90 La Mesa Village Station MLML La Mesa CA San Diego 91942 7,184,359.55 7,200,000.00
93 Yarbrough Plaza MLML El Paso TX El Paso 79925 7,000,000.00 7,000,000.00
95 Pleasonton Park 131 MLML Pleasanton CA Alameda 94588 6,984,953.98 7,000,000.00
96 Crimson Canyon Building MLML Las Vegas NV Clark 89128 6,800,000.00 6,800,000.00
98 Campus Walk Apartments MLML Wilmington NC New Hanover 28403 6,700,000.00 6,700,000.00
100 Hampton Inn - College Park MLML College Park MD Prince Georges 20740 6,490,438.58 6,500,000.00
101 I-5 Corporate Center MLML Everett WA Snohomish 98204 6,400,000.00 6,400,000.00
104 Bridgeville Crossing
Shopping Center MLML Bridgeville DE Sussex 19933 6,380,847.60 6,400,000.00
105 Parkway Crossing MLML Pineville NC Mecklenburg 28134 6,325,362.83 6,400,000.00
106 Deer Park MLML Novato CA Marin 94947 6,309,742.31 6,380,000.00
112 Wheatland Marketplace MLML Dallas TX Dallas 75237 5,920,832.15 5,940,000.00
115 Birchwood Health Care
Center MLML Liverpool NY Onondaga 13088 5,477,644.47 5,500,000.00
119 Riverwatch Commons MLML Augusta GA Richmond 30907 5,194,570.88 5,200,000.00
120 Walgreens and Uno Chicago
Grill MLML Fairhaven MA Bristol 02719 5,189,393.18 5,200,000.00
122 Redwood Apartments MLML McAllen TX Hidalgo 78501 4,994,129.82 5,000,000.00
123 Montano Shopping Center MLML Albuquerque NM Bernalillo 87120 4,990,000.00 4,990,000.00
124 Camino Village Shopping
Center MLML Oceanside CA San Diego 92054 4,989,154.62 5,000,000.00
125 Commerce Bank - Staten
Island MLML Staten Island NY Richmond 10312 4,869,465.32 4,875,000.00
126 Avalon Town Center MLML Granbury TX Hood 76048 4,834,813.99 4,840,000.00
127 Princess Anne Executive
Park MLML Virginia Beach VA Virginia Beach City 23456 4,794,877.21 4,800,000.00
MORTGAGE IO MONTHLY IO ANNUAL MONTHLY ANNUAL P&I PRIMARY MASTER
LOAN DEBT DEBT P&I DEBT DEBT INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME SELLER SERVICE SERVICE SERVICE SERVICE RATE (%) FEE RATE FEE RATE
---------------------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping
Center MLML 85,098.06 1,021,176.72 103,726.18 1,244,714.16 5.5340 0.01000 0.02000
46 Lindell Towers MLML 103,105.03 1,237,260.36 5.8750 0.01000 0.02000
48 Wayzata Executive Park MLML 91,137.47 1,093,649.64 5.2200 0.01000 0.02000
50 Carmel Woods MLML 88,542.34 1,062,508.08 5.1150 0.00000 0.02000
51 Klahanie Village Shopping
Center MLML 90,675.66 1,088,107.92 5.4830 0.01000 0.02000
53 Summit Office Park MLML 90,050.49 1,080,605.88 5.7090 0.01000 0.02000
58 Temple Inland Industrial
Portfolio MLML 86,433.71 1,037,204.52 5.6340 0.01000 0.02000
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML 71,064.06 852,768.76 86,070.07 1,032,840.84 5.6260 0.01000 0.02000
61 Valley Mack Plaza MLML 65,289.38 783,472.50 78,559.50 942,714.00 5.7240 0.01000 0.02000
63 Crown Valley Center MLML 56,676.39 680,116.67 71,063.53 852,762.36 5.1600 0.01000 0.02000
66 390 East H Street MLML 54,002.17 648,026.07 66,606.91 799,282.92 5.3710 0.01000 0.02000
68 Hi Desert Plaza MLML 53,556.99 642,683.89 65,382.34 784,588.08 5.5120 0.01000 0.02000
72 IDT Building MLML 63,169.50 758,034.00 5.6030 0.01000 0.02000
76 Lake Frederica Shopping
Center MLML 61,456.80 737,481.60 5.5200 0.01000 0.02000
77 Anthem Shopping Center MLML 60,895.00 730,740.00 5.4370 0.01000 0.02000
78 Bridgeview Plaza MLML 41,273.73 495,284.72 52,981.54 635,778.48 4.8850 0.01000 0.02000
80 Regency Plaza MLML 52,775.90 633,310.80 5.3700 0.01000 0.02000
81 Marriott - Racine MLML 59,455.82 713,469.84 6.0320 0.01000 0.02000
82 Sheldon Oaks MLML 63,285.63 759,427.56 5.5000 0.01000 0.02000
83 In Town Lofts MLML 49,747.97 596,975.64 5.2490 0.01000 0.02000
84 Wilderness Village Shopping
Center MLML 51,021.98 612,263.76 5.4860 0.01000 0.02000
88 Shallowford Exchange MLML 34,384.35 412,612.22 43,372.10 520,465.20 5.0870 0.01000 0.02000
90 La Mesa Village Station MLML 39,567.12 474,805.44 5.2070 0.01000 0.02000
93 Yarbrough Plaza MLML 33,374.69 400,496.25 40,375.54 484,506.48 5.6430 0.01000 0.02000
95 Pleasonton Park 131 MLML 38,684.61 464,215.32 5.2570 0.01000 0.02000
96 Crimson Canyon Building MLML 30,019.56 360,234.72 37,444.63 449,335.56 5.2250 0.01000 0.02000
98 Campus Walk Apartments MLML 28,304.40 339,652.78 5.0000 0.01000 0.02000
100 Hampton Inn - College Park MLML 41,384.34 496,612.08 5.8750 0.01000 0.02000
101 I-5 Corporate Center MLML 28,102.30 337,227.56 35,131.24 421,574.88 5.1970 0.01000 0.02000
104 Bridgeville Crossing
Shopping Center MLML 39,120.26 469,443.12 5.4525 0.01000 0.02000
105 Parkway Crossing MLML 42,680.35 512,164.20 5.1250 0.01000 0.02000
106 Deer Park MLML 50,869.04 610,428.48 5.1250 0.01000 0.02000
112 Wheatland Marketplace MLML 33,262.29 399,147.48 5.3750 0.01000 0.02000
115 Birchwood Health Care
Center MLML 36,020.48 432,245.76 6.1730 0.01000 0.02000
119 Riverwatch Commons MLML 30,345.79 364,149.48 5.7500 0.01000 0.02000
120 Walgreens and Uno Chicago
Grill MLML 29,531.55 354,378.60 5.5020 0.01000 0.02000
122 Redwood Apartments MLML 27,224.35 326,692.20 5.1250 0.01000 0.02000
123 Montano Shopping Center MLML 23,791.38 285,496.61 28,781.99 345,383.88 5.6430 0.01000 0.02000
124 Camino Village Shopping
Center MLML 27,498.80 329,985.60 5.2140 0.01000 0.02000
125 Commerce Bank - Staten
Island MLML 27,086.24 325,034.88 5.3050 0.01000 0.02000
126 Avalon Town Center MLML 27,825.11 333,901.32 5.6130 0.00000 0.02000
127 Princess Anne Executive
Park MLML 27,658.79 331,905.48 5.6340 0.01000 0.02000
NET
MORTGAGE TRUSTEE & MORTGAGE
LOAN PAYING BROKER ADMIN. INTEREST ACCRUAL REMAINING MATURITY/ARD
LOAN # PROPERTY NAME SELLER AGENT FEE STRIP RATE FEE RATE TYPE TERM TERM DATE
---------------------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping
Center MLML 0.00060 0.03060 5.50340 Actual/360 120 113 5/1/2015
46 Lindell Towers MLML 0.00060 0.03060 5.84440 Actual/360 120 120 12/1/2015
48 Wayzata Executive Park MLML 0.00060 0.03060 5.18940 Actual/360 120 119 11/1/2015
50 Carmel Woods MLML 0.00060 0.05730 5.05770 Actual/360 120 118 10/1/2015
51 Klahanie Village Shopping
Center MLML 0.00060 0.03060 5.45240 Actual/360 120 118 10/1/2015
53 Summit Office Park MLML 0.00060 0.03060 5.67840 Actual/360 120 117 9/1/2015
58 Temple Inland Industrial
Portfolio MLML 0.00060 0.03060 5.60340 Actual/360 120 118 10/1/2015
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML 0.00060 0.03060 5.59540 Actual/360 120 119 11/1/2015
61 Valley Mack Plaza MLML 0.00060 0.03060 5.69340 Actual/360 115 114 6/1/2015
63 Crown Valley Center MLML 0.00060 0.03060 5.12940 Actual/360 120 115 7/1/2015
66 390 East H Street MLML 0.00060 0.03060 5.34040 Actual/360 120 117 9/1/2015
68 Hi Desert Plaza MLML 0.00060 0.03060 5.48140 Actual/360 115 114 6/1/2015
72 IDT Building MLML 0.00060 0.03060 5.57240 Actual/360 120 117 9/1/2015
76 Lake Frederica Shopping
Center MLML 0.00060 0.03060 5.48940 Actual/360 120 119 11/1/2015
77 Anthem Shopping Center MLML 0.00060 0.03060 5.40640 Actual/360 120 117 9/1/2015
78 Bridgeview Plaza MLML 0.00060 0.03060 4.85440 Actual/360 120 118 10/1/2015
80 Regency Plaza MLML 0.00060 0.03060 5.33940 Actual/360 120 119 11/1/2015
81 Marriott - Racine MLML 0.00060 0.03060 6.00140 Actual/360 120 119 11/1/2015
82 Sheldon Oaks MLML 0.00060 0.03060 5.46940 Actual/360 120 117 9/1/2015
83 In Town Lofts MLML 0.00060 0.03060 5.21840 Actual/360 120 118 10/1/2015
84 Wilderness Village
Shopping Center MLML 0.00060 0.03060 5.45540 Actual/360 120 118 10/1/2015
88 Shallowford Exchange MLML 0.00060 0.03060 5.05640 Actual/360 120 118 10/1/2015
90 La Mesa Village Station MLML 0.00060 0.03060 5.17640 Actual/360 120 118 10/1/2015
93 Yarbrough Plaza MLML 0.00060 0.03060 5.61240 Actual/360 120 119 11/1/2015
95 Pleasonton Park 131 MLML 0.00060 0.03060 5.22640 Actual/360 120 118 10/1/2015
96 Crimson Canyon Building MLML 0.00060 0.03060 5.19440 Actual/360 120 116 8/1/2015
98 Campus Walk Apartments MLML 0.00060 0.03060 4.96940 Actual/360 120 117 9/1/2015
100 Hampton Inn - College Park MLML 0.00060 0.03060 5.84440 Actual/360 120 119 11/1/2015
101 I-5 Corporate Center MLML 0.00060 0.03060 5.16640 Actual/360 120 118 10/1/2015
104 Bridgeville Crossing
Shopping Center MLML 0.00060 0.03060 5.42190 Actual/360 120 118 10/1/2015
105 Parkway Crossing MLML 0.00060 0.03060 5.09440 Actual/360 120 115 7/1/2015
106 Deer Park MLML 0.00060 0.03060 5.09440 Actual/360 180 177 9/1/2020
112 Wheatland Marketplace MLML 0.00060 0.03060 5.34440 Actual/360 120 117 9/1/2015
115 Birchwood Health Care
Center MLML 0.00060 0.03060 6.14240 Actual/360 120 117 9/1/2015
119 Riverwatch Commons MLML 0.00060 0.03060 5.71940 Actual/360 120 119 11/1/2015
120 Walgreens and Uno Chicago
Grill MLML 0.00060 0.03060 5.47140 Actual/360 120 118 10/1/2015
122 Redwood Apartments MLML 0.00060 0.03060 5.09440 Actual/360 120 119 11/1/2015
123 Montano Shopping Center MLML 0.00060 0.03060 5.61240 Actual/360 120 119 11/1/2015
124 Camino Village Shopping
Center MLML 0.00060 0.03060 5.18340 Actual/360 120 118 10/1/2015
125 Commerce Bank - Staten
Island MLML 0.00060 0.03060 5.27440 Actual/360 120 119 11/1/2015
126 Avalon Town Center MLML 0.00060 0.12060 5.49240 Actual/360 120 119 11/1/2015
127 Princess Anne Executive
Park MLML 0.00060 0.03060 5.60340 Actual/360 120 119 11/1/2015
MORTGAGE REMAINING
LOAN AMORT AMORT
LOAN # PROPERTY NAME SELLER TERM TERM TITLE TYPE ARD (Y/N) ARD STEP UP (%)
----------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML 360 360 Fee No
46 Lindell Towers MLML 360 360 Fee No
48 Wayzata Executive Park MLML 360 359 Fee No
50 Carmel Woods MLML 360 358 Fee No
51 Klahanie Village Shopping Center MLML 360 358 Fee No
53 Summit Office Park MLML 360 357 Fee No
58 Temple Inland Industrial Portfolio MLML 360 358 Fee No
58.01 Santa Fe Springs MLML Fee
58.02 Buena Park MLML Fee
58.03 El Centro MLML Fee
59 Del Mar Heights Village MLML 360 360 Fee No
61 Valley Mack Plaza MLML 360 360 Fee No
63 Crown Valley Center MLML 360 360 Fee No
66 390 East H Street MLML 360 360 Fee No
68 Hi Desert Plaza MLML 360 360 Fee No
72 IDT Building MLML 360 357 Fee No
76 Lake Frederica Shopping Center MLML 360 359 Fee No
77 Anthem Shopping Center MLML 360 357 Fee No
78 Bridgeview Plaza MLML 360 360 Fee No
80 Regency Plaza MLML 360 359 Fee No
81 Marriott - Racine MLML 300 299 Fee No
82 Sheldon Oaks MLML 240 237 Fee No
83 In Town Lofts MLML 360 358 Fee No
84 Wilderness Village Shopping Center MLML 360 358 Fee No
88 Shallowford Exchange MLML 360 360 Fee No
90 La Mesa Village Station MLML 360 358 Fee No
93 Yarbrough Plaza MLML 360 360 Fee No
95 Pleasonton Park 131 MLML 360 358 Fee No
96 Crimson Canyon Building MLML 360 360 Fee No
98 Campus Walk Apartments MLML 0 0 Fee No
100 Hampton Inn - College Park MLML 300 299 Fee No
101 I-5 Corporate Center MLML 360 360 Fee No
104 Bridgeville Crossing Shopping Center MLML 300 298 Fee No
105 Parkway Crossing MLML 240 235 Fee No
106 Deer Park MLML 180 177 Fee No
112 Wheatland Marketplace MLML 360 357 Fee No
115 Birchwood Health Care Center MLML 300 297 Fee No
119 Riverwatch Commons MLML 360 359 Fee No
120 Walgreens and Uno Chicago Grill MLML 360 358 Fee No
122 Redwood Apartments MLML 360 359 Fee No
123 Montano Shopping Center MLML 360 360 Leasehold No
124 Camino Village Shopping Center MLML 360 358 Fee No
125 Commerce Bank - Staten Island MLML 360 359 Fee No
126 Avalon Town Center MLML 360 359 Fee No
127 Princess Anne Executive Park MLML 360 359 Fee No
MORTGAGE
LOAN ENVIRONMENTAL ENVIRONMENTAL CROSS-
LOAN # PROPERTY NAME SELLER REPORT TYPE INSURANCE (Y/N) DEFAULTED
---------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML 1/3/2005 No Yes
46 Lindell Towers MLML 8/4/2005 No
48 Wayzata Executive Park MLML 7/27/2005 No
50 Carmel Woods MLML 6/30/2005 No
51 Klahanie Village Shopping Center MLML 8/31/2005 No
53 Summit Office Park MLML 8/4/2005 No
58 Temple Inland Industrial Portfolio MLML 7/22/2005 No
58.01 Santa Fe Springs MLML 7/22/2005 No
58.02 Buena Park MLML 7/22/2005 No
58.03 El Centro MLML 7/22/2005 No
59 Del Mar Heights Village MLML 8/4/2005 No
61 Valley Mack Plaza MLML 4/7/2005 No Yes
63 Crown Valley Center MLML 5/19/2005 No
66 390 East H Street MLML 7/1/2005 No
68 Hi Desert Plaza MLML 4/8/2005 No Yes
72 IDT Building MLML 7/11/2005 No
76 Lake Frederica Shopping Center MLML 9/2/2005 No
77 Anthem Shopping Center MLML 7/15/2005 No
78 Bridgeview Plaza MLML 7/22/2005 No
80 Regency Plaza MLML 8/2/2005 No
81 Marriott - Racine MLML 4/14/2005 No
82 Sheldon Oaks MLML 7/13/2005 No
83 In Town Lofts MLML 7/20/2005 No
84 Wilderness Village Shopping Center MLML 8/5/2005 No
88 Shallowford Exchange MLML 9/27/2005 No
90 La Mesa Village Station MLML 7/12/2005 No
93 Yarbrough Plaza MLML 7/1/2005 No
95 Pleasonton Park 131 MLML 8/8/2005 No
96 Crimson Canyon Building MLML 6/13/2005 No
98 Campus Walk Apartments MLML 8/15/2005 No
100 Hampton Inn - College Park MLML 9/8/2005 No
101 I-5 Corporate Center MLML 7/20/2005 No
104 Bridgeville Crossing Shopping Center MLML 8/26/2005 No
105 Parkway Crossing MLML 5/19/2005 No
106 Deer Park MLML 7/13/2005 No
112 Wheatland Marketplace MLML 7/27/2005 No
115 Birchwood Health Care Center MLML 6/15/2005 No
119 Riverwatch Commons MLML 8/1/2005 No
120 Walgreens and Uno Chicago Grill MLML 7/29/2005 No
122 Redwood Apartments MLML 8/25/2005 No
123 Montano Shopping Center MLML 7/5/2005 No
124 Camino Village Shopping Center MLML 6/23/2005 No
125 Commerce Bank - Staten Island MLML 9/8/2005 No
126 Avalon Town Center MLML 8/11/2005 No
127 Princess Anne Executive Park MLML 9/19/2005 No
MORTGAGE
LOAN CROSS- DEFEASANCE LETTER OF LOCKBOX
LOAN # PROPERTY NAME SELLER COLLATERALIZED ALLOWED CREDIT IN-PLACE
-------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML Yes Yes No No
46 Lindell Towers MLML Yes No Yes
48 Wayzata Executive Park MLML Yes No Yes
50 Carmel Woods MLML Yes No No
51 Klahanie Village Shopping Center MLML No No No
53 Summit Office Park MLML Yes No No
58 Temple Inland Industrial Portfolio MLML Yes Yes No
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML Yes No No
61 Valley Mack Plaza MLML Yes Yes No No
63 Crown Valley Center MLML Yes No No
66 390 East H Street MLML Yes No Yes
68 Hi Desert Plaza MLML Yes Yes No No
72 IDT Building MLML Yes No No
76 Lake Frederica Shopping Center MLML Yes No Yes
77 Anthem Shopping Center MLML Yes No No
78 Bridgeview Plaza MLML Yes No No
80 Regency Plaza MLML Yes No No
81 Marriott - Racine MLML Yes No Yes
82 Sheldon Oaks MLML No No No
83 In Town Lofts MLML Yes No No
84 Wilderness Village Shopping Center MLML No No No
88 Shallowford Exchange MLML Yes No No
90 La Mesa Village Station MLML Yes No No
93 Yarbrough Plaza MLML No No No
95 Pleasonton Park 131 MLML Yes No Yes
96 Crimson Canyon Building MLML Yes No No
98 Campus Walk Apartments MLML Yes No No
100 Hampton Inn - College Park MLML Yes No Yes
101 I-5 Corporate Center MLML Yes No No
104 Bridgeville Crossing Shopping Center MLML Yes Yes No
105 Parkway Crossing MLML Yes No No
106 Deer Park MLML No No No
112 Wheatland Marketplace MLML Yes No No
115 Birchwood Health Care Center MLML Yes No Yes
119 Riverwatch Commons MLML Yes No No
120 Walgreens and Uno Chicago Grill MLML Yes No Yes
122 Redwood Apartments MLML Yes No No
123 Montano Shopping Center MLML No No No
124 Camino Village Shopping Center MLML Yes No No
125 Commerce Bank - Staten Island MLML Yes No Yes
126 Avalon Town Center MLML Yes No No
127 Princess Anne Executive Park MLML Yes No No
MLMT 2005 - CKI1 MLML MORTGAGE LOAN SCHEDULE
MORTGAGE UPFRONT UPFRONT
LOAN HOLDBACK UPFRONT ENG. CAPEX ENVIR.
LOAN # PROPERTY NAME SELLER AMT RESERVE RESERVES RESERVE
-----------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML
46 Lindell Towers MLML
48 Wayzata Executive Park MLML
50 Carmel Woods MLML
51 Klahanie Village Shopping Center MLML 1,500.00
53 Summit Office Park MLML 64,290.00 76,881.00
58 Temple Inland Industrial Portfolio MLML
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML 17,630.00 2,100.00
61 Valley Mack Plaza MLML 83,750.00
63 Crown Valley Center MLML
66 390 East H Street MLML
68 Hi Desert Plaza MLML
72 IDT Building MLML 37,500.00 108,909.00
76 Lake Frederica Shopping Center MLML
77 Anthem Shopping Center MLML 800,000
78 Bridgeview Plaza MLML 57,165.00
80 Regency Plaza MLML 45673
81 Marriott - Racine MLML 2,439,866.00
82 Sheldon Oaks MLML
83 In Town Lofts MLML
84 Wilderness Village Shopping Center MLML 750.00
88 Shallowford Exchange MLML
90 La Mesa Village Station MLML 33,532.00
93 Yarbrough Plaza MLML 19,600.00
95 Pleasonton Park 131 MLML 38650
96 Crimson Canyon Building MLML
98 Campus Walk Apartments MLML 68,750.00 505,000.00
100 Hampton Inn - College Park MLML
101 I-5 Corporate Center MLML
104 Bridgeville Crossing Shopping Center MLML
105 Parkway Crossing MLML
106 Deer Park MLML
112 Wheatland Marketplace MLML
115 Birchwood Health Care Center MLML
119 Riverwatch Commons MLML
120 Walgreens and Uno Chicago Grill MLML
122 Redwood Apartments MLML 28000
123 Montano Shopping Center MLML 126,000.00
124 Camino Village Shopping Center MLML 79,313.00
125 Commerce Bank - Staten Island MLML
126 Avalon Town Center MLML
127 Princess Anne Executive Park MLML 23,891.00
MORTGAGE UPFRONT UPFRONT
LOAN TI/LC UPFRONT RE INSURANCE
LOAN # PROPERTY NAME SELLER RESERVE TAX RESERVE RESERVE
--------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML
46 Lindell Towers MLML 2,490.40 20,187.37
48 Wayzata Executive Park MLML 435,400.00 35,548.89 2,712.50
50 Carmel Woods MLML 17,514.85 28,016.10
51 Klahanie Village Shopping Center MLML 16,386.00
53 Summit Office Park MLML 500,000.00
58 Temple Inland Industrial Portfolio MLML 450.45
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML 25,109.33 26,570.67
61 Valley Mack Plaza MLML 42,399.84
63 Crown Valley Center MLML 11,496.63
66 390 East H Street MLML
68 Hi Desert Plaza MLML 18,343.08
72 IDT Building MLML 150,000.00 34,405.43 1,000,000.00
76 Lake Frederica Shopping Center MLML 2,356.55
77 Anthem Shopping Center MLML 46,963.50 2,617.13
78 Bridgeview Plaza MLML 49,755.20
80 Regency Plaza MLML 43,041.83
81 Marriott - Racine MLML 57,235.27 79,853.47
82 Sheldon Oaks MLML 82,305.13
83 In Town Lofts MLML 43,760.94 3,317.82
84 Wilderness Village Shopping Center MLML 40,000.00 11,434.00
88 Shallowford Exchange MLML
90 La Mesa Village Station MLML 50,400.00 9,448.69
93 Yarbrough Plaza MLML 100,498.55 12,730.20
95 Pleasonton Park 131 MLML 58,227.00
96 Crimson Canyon Building MLML 100,000.00 12,170.41 8,356.60
98 Campus Walk Apartments MLML 5,967.42 43,199.89
100 Hampton Inn - College Park MLML 18,444.93 10,744.39
101 I-5 Corporate Center MLML 14,048.50
104 Bridgeville Crossing Shopping Center MLML 2,360.55 6,796.65
105 Parkway Crossing MLML 100,000.00 35,618.94 1,867.60
106 Deer Park MLML 54,257.88
112 Wheatland Marketplace MLML 30,000.00 73,573.27 11,675.13
115 Birchwood Health Care Center MLML 44,297.89 10,342.50
119 Riverwatch Commons MLML 17,698.63
120 Walgreens and Uno Chicago Grill MLML 25,115.57 1,339.63
122 Redwood Apartments MLML 17,000.00 24,726.48
123 Montano Shopping Center MLML 50,000.00 86,226.99 9,703.23
124 Camino Village Shopping Center MLML 100,000.00 18,483.00 5,053.13
125 Commerce Bank - Staten Island MLML
126 Avalon Town Center MLML 24,000.00 67,664.09
127 Princess Anne Executive Park MLML 300,000.00 26,861.72 17,340.40
MORTGAGE
LOAN UPFRONT OTHER
LOAN # PROPERTY NAME SELLER RESERVE UPFRONT OTHER DESCRIPTION
----------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML
46 Lindell Towers MLML
48 Wayzata Executive Park MLML 59,429.00 Free Rent Reserve
50 Carmel Woods MLML
51 Klahanie Village Shopping Center MLML
53 Summit Office Park MLML
58 Temple Inland Industrial Portfolio MLML
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML
61 Valley Mack Plaza MLML 909,514.00 New Tenant Reserve
63 Crown Valley Center MLML
BBB Rent Credit Reserve ($325,000) and
66 390 East H Street MLML 367,500.00 Sports Authority Tax Escrow ($42,500)
68 Hi Desert Plaza MLML 505,784.00 New Tenant Reserve
72 IDT Building MLML 900,000.00 Debt Service
76 Lake Frederica Shopping Center MLML
77 Anthem Shopping Center MLML
78 Bridgeview Plaza MLML
80 Regency Plaza MLML 100,000.00 Lamps Plus TILC Reserve
81 Marriott - Racine MLML 113,278.51 Debt Service
82 Sheldon Oaks MLML
83 In Town Lofts MLML
84 Wilderness Village Shopping Center MLML
88 Shallowford Exchange MLML
Debt Service Reserve (240,000.00);
90 La Mesa Village Station MLML 243,200.00 Tenant Estoppel Reserve (3,200.00)
93 Yarbrough Plaza MLML
95 Pleasonton Park 131 MLML
96 Crimson Canyon Building MLML
98 Campus Walk Apartments MLML
100 Hampton Inn - College Park MLML
101 I-5 Corporate Center MLML 1,012,602.00 Rent/Reimbursement Reserve
104 Bridgeville Crossing Shopping Center MLML 200,000.00 Lennar Occupancy Reserve
105 Parkway Crossing MLML 224,500.00 Laminate Kingdom Tenant Improvement Reserve
106 Deer Park MLML
112 Wheatland Marketplace MLML
115 Birchwood Health Care Center MLML
119 Riverwatch Commons MLML
120 Walgreens and Uno Chicago Grill MLML
122 Redwood Apartments MLML
123 Montano Shopping Center MLML
124 Camino Village Shopping Center MLML
Separate Tax Lot Reserve (10,000.00),
Debt Service Reserve (27,086.24) and
125 Commerce Bank - Staten Island MLML 47,086.24 Final C/O Reserve (10,000.00)
Serendipity Lease Reserve (11,500.00)
126 Avalon Town Center MLML 26,500.00 and Chiropractor Lease Reserve (15,000.00)
127 Princess Anne Executive Park MLML
MORTGAGE MONTHLY
LOAN ENVIR.
LOAN # PROPERTY NAME SELLER MONTHLY CAPEX RESERVE RESERVE
------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML
46 Lindell Towers MLML 5,025.00
48 Wayzata Executive Park MLML 2,119.00
50 Carmel Woods MLML 6,542.00
51 Klahanie Village Shopping Center MLML 892.00
53 Summit Office Park MLML 2,017.00
58 Temple Inland Industrial Portfolio MLML
58.01 Santa Fe Springs MLML
58.02 Buena Park MLML
58.03 El Centro MLML
59 Del Mar Heights Village MLML 721.00
61 Valley Mack Plaza MLML 1,568.00
63 Crown Valley Center MLML 953.00
66 390 East H Street MLML 400.48
68 Hi Desert Plaza MLML 1,403.00
72 IDT Building MLML 2,591.00
76 Lake Frederica Shopping Center MLML 1,913.00
77 Anthem Shopping Center MLML 534.00
78 Bridgeview Plaza MLML 1,749.00
80 Regency Plaza MLML 742.00
81 Marriott - Racine MLML 4% of Gross Revenues
82 Sheldon Oaks MLML 4,785.00
83 In Town Lofts MLML 1,813.00
84 Wilderness Village Shopping Center MLML 612.00
88 Shallowford Exchange MLML 833.33
90 La Mesa Village Station MLML 865.00
93 Yarbrough Plaza MLML 5,518.17
95 Pleasonton Park 131 MLML 1,010.00
96 Crimson Canyon Building MLML 550.00
98 Campus Walk Apartments MLML 6,275.00
100 Hampton Inn - College Park MLML 4% of Gross Revenues
101 I-5 Corporate Center MLML 894.00
104 Bridgeville Crossing Shopping Center MLML 908.00
105 Parkway Crossing MLML 624.00
106 Deer Park MLML 3,626.00
112 Wheatland Marketplace MLML 456.00
115 Birchwood Health Care Center MLML 4,667.00
119 Riverwatch Commons MLML 1,354.00
120 Walgreens and Uno Chicago Grill MLML 189.00
122 Redwood Apartments MLML
123 Montano Shopping Center MLML 1,680.00
124 Camino Village Shopping Center MLML 640.00
125 Commerce Bank - Staten Island MLML
126 Avalon Town Center MLML 504.0
127 Princess Anne Executive Park MLML 2,474.00
MORTGAGE MONTHLY MONTHLY MONTHLY MONTHLY OTHER
LOAN TI/LC RE TAX INSURANCE OTHER MONTH TOTAL UNIT OF
LOAN # PROPERTY NAME SELLER RESERVE RESERVE RESERVE RESERVE DESCRIPTION SF/UNITS MEASURE
-----------------------------------------------------------------------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML 127,246 SF
46 Lindell Towers MLML 2,490.40 6,729.12 201 Units
48 Wayzata Executive Park MLML 35,548.89 2,712.50 101,716 SF
50 Carmel Woods MLML 17,514.85 4,669.35 314 Units
51 Klahanie Village Shopping Center MLML 6,000.00 11,872.34 66,895 SF
53 Summit Office Park MLML 20,408.81 110,006 SF
58 Temple Inland Industrial Portfolio MLML 22,000.00 450.45 458,148 SF
58.01 Santa Fe Springs MLML 197,690 SF
58.02 Buena Park MLML 124,588 SF
58.03 El Centro MLML 135,870 SF
59 Del Mar Heights Village MLML 6,000.00 6,277.33 2,214.22 61,897 SF
61 Valley Mack Plaza MLML 2,500.00 10,599.96 125,370 SF
63 Crown Valley Center MLML 4,167.00 11,507.50 1,642.38 42,354 SF
66 390 East H Street MLML 168.00 96,114 SF
68 Hi Desert Plaza MLML 3,000.00 4,585.77 112,277 SF
72 IDT Building MLML 17,202.71 100,295 SF
76 Lake Frederica Shopping Center MLML 5,000.00 12,469.14 1,178.28 98,085 SF
77 Anthem Shopping Center MLML 2,333.00 7,827.25 1,308.56 42,687 SF
78 Bridgeview Plaza MLML 4,947.00 24,877.60 139,955 SF
80 Regency Plaza MLML 9,333.00 7,532.32 3,992.54 36,597 SF
81 Marriott - Racine MLML 11,447.05 11,407.64 11,891.16 Debt Service 222 Rooms
82 Sheldon Oaks MLML 8,230.51 110 Units
83 In Town Lofts MLML 4,442.29 1,658.91 953.00 TI/LC 87 Units
Reserve
84 Wilderness Village Shopping Center MLML 5,300.00 7,691.60 45,886 SF
88 Shallowford Exchange MLML 7,431.35 597.40 46,219 SF
90 La Mesa Village Station MLML 1,375.00 8,400.00 1,889.74 57,673 SF
93 Yarbrough Plaza MLML 4,167.00 10,049.85 1,818.60 79,140 SF
95 Pleasonton Park 131 MLML 5,000.00 10,189.71 567.44 48,492 SF
96 Crimson Canyon Building MLML 4,056.80 1,044.58 33,014 SF
98 Campus Walk Apartments MLML 5,967.42 3,927.26 289 Units
100 Hampton Inn - College Park MLML 6,148.31 3,581.46 80 Rooms
101 I-5 Corporate Center MLML 1,667.00 2,458.49 1,185.19 71,492 SF
104 Bridgeville Crossing Shopping Center MLML 1,667.00 2,360.55 1,132.78 72,630 SF
105 Parkway Crossing MLML 3,238.09 933.80 49,832 SF
106 Deer Park MLML 10,851.58 84 Units
112 Wheatland Marketplace MLML 3,470.00 9,196.66 1,061.38 40,010 SF
115 Birchwood Health Care Center MLML 19,752.87 1,034.25 160 Beds
119 Riverwatch Commons MLML 1,667.00 4,500.00 1,769.86 135,745 SF
120 Walgreens and Uno Chicago Grill MLML 4,185.93 267.93 21,320 SF
122 Redwood Apartments MLML 7,000.00 2,472.65 70 Units
123 Montano Shopping Center MLML 2,778.00 7,838.82 1,386.18 118,569 SF
124 Camino Village Shopping Center MLML 3,080.50 505.31 34,932 SF
125 Commerce Bank - Staten Island MLML 3,800 SF
126 Avalon Town Center MLML 2,917.00 6,151.28 971.60 40,354 SF
127 Princess Anne Executive Park MLML 4,476.95 2,167.55 61,848 SF
MORTGAGE
LOAN GRACE LOAN
LOAN # PROPERTY NAME SELLER PERIOD GROUP
---------------------------------------------------------------------
45 Inverness Heights Shopping Center MLML 5 1
46 Lindell Towers MLML 5 2
48 Wayzata Executive Park MLML 5 1
50 Carmel Woods MLML 5 2
51 Klahanie Village Shopping Center MLML 5 1
53 Summit Office Park MLML 5 1
58 Temple Inland Industrial Portfolio MLML 5 1
58.01 Santa Fe Springs MLML 1
58.02 Buena Park MLML 1
58.03 El Centro MLML 1
59 Del Mar Heights Village MLML 5 1
61 Valley Mack Plaza MLML 5 1
63 Crown Valley Center MLML 5 1
66 390 East H Street MLML 5 1
68 Hi Desert Plaza MLML 5 1
72 IDT Building MLML 5 1
76 Lake Frederica Shopping Center MLML 5 1
77 Anthem Shopping Center MLML 5 1
78 Bridgeview Plaza MLML 5 1
80 Regency Plaza MLML 5 1
81 Marriott - Racine MLML 5 1
82 Sheldon Oaks MLML 5 1
83 In Town Lofts MLML 5 2
84 Wilderness Village Shopping Center MLML 5 1
88 Shallowford Exchange MLML 5 1
90 La Mesa Village Station MLML 5 1
93 Yarbrough Plaza MLML 5 1
95 Pleasonton Park 131 MLML 5 1
96 Crimson Canyon Building MLML 5 1
98 Campus Walk Apartments MLML 5 2
100 Hampton Inn - College Park MLML 5 1
101 I-5 Corporate Center MLML 5 1
104 Bridgeville Crossing Shopping Center MLML 5 1
105 Parkway Crossing MLML 5 1
106 Deer Park MLML 5 1
112 Wheatland Marketplace MLML 5 1
115 Birchwood Health Care Center MLML 5 1
119 Riverwatch Commons MLML 5 1
120 Walgreens and Uno Chicago Grill MLML 5 1
122 Redwood Apartments MLML 5 1
123 Montano Shopping Center MLML 5 1
124 Camino Village Shopping Center MLML 5 1
125 Commerce Bank - Staten Island MLML 5 1
126 Avalon Town Center MLML 5 1
127 Princess Anne Executive Park MLML 5 1
MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER PROPERTY TYPE ADDRESS
---------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML Retail 11177 South Dransfeldt Road
129 Comfort Inn & Suites MLML Hospitality 2540 Davie Road
136 The Harbor at Southaven MLML Multifamily 3333 Fairhaven Drive
137 East Towne Plaza MLML Retail 2901 Williamsburg Road
141 National City Retail MLML Retail 3403 & 3421 East Plaza Boulevard
145 Strawberry Fields MLML Multifamily 1654 South Marion Avenue
146 Colorado First Building MLML Office 3204 & 3260 North Academy Boulevard
147 Federal Express Building MLML Industrial 2960 North Martin Avenue
149 Regents Plaza MLML Retail 7475 Clairemont Mesa Boulevard
154 CVS Thibodaux MLML Retail 201 North Canal Boulevard
155 Stoney Brook Commons MLML Office 4 Riverside Avenue & 10 North Main Street
156 Tsern Retail MLML Retail 1710 Tipton Street
158 La Quinta Lafayette MLML Hospitality 1015 West Pinhook Road
159 Alameda Self Storage MLML Self Storage 1913 Sherman Street
160 1500 McGowen MLML Office 1500 McGowen Street
CUTOFF
MORTGAGE ZIP BALANCE ORIGINAL
LOAN # PROPERTY NAME LOAN SELLER CITY COUNTY STATE CODE (12/1/2005) BALANCE
------------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML Parker CO Douglas 80134 4,750,000.00 4,750,000.00
129 Comfort Inn & Suites MLML Davie FL Broward 33317 4,686,472.57 4,700,000.00
136 The Harbor at Southaven MLML Lafayette IN Tippecanoe 47909 4,320,000.00 4,320,000.00
137 East Towne Plaza MLML Richmond VA Henrico 23231 4,300,000.00 4,300,000.00
141 National City Retail MLML National City CA San Diego 91950 4,000,000.00 4,000,000.00
145 Strawberry Fields MLML Springfield MO Greene 65807 3,528,044.17 3,540,000.00
146 Colorado First Building MLML Colorado Springs CO El Paso 80917 3,500,000.00 3,500,000.00
147 Federal Express Building MLML Springfield MO Greene 65803 3,243,942.37 3,250,000.00
149 Regents Plaza MLML San Diego CA San Diego 92111 3,170,000.00 3,170,000.00
154 CVS Thibodaux MLML Thibodoux LA Lafourche Parish 70301 2,744,388.21 2,750,000.00
155 Stoney Brook Commons MLML Bristol CT Hartford 06010 2,641,251.86 2,650,000.00
156 Tsern Retail MLML Seymour IN Jackson 47274 2,497,186.54 2,500,000.00
158 La Quinta Lafayette MLML Lafayette LA Lafayette 70503 2,346,737.35 2,350,000.00
159 Alameda Self Storage MLML Alameda CA Alameda 94501 2,250,000.00 2,250,000.00
160 1500 McGowen MLML Houston TX Harris 77004 2,247,558.02 2,250,000.00
MORTGAGE IO MONTHLY IO ANNUAL MONTHLY ANNUAL PRIMARY MASTER
LOAN DEBT DEBT P&I DEBT P&I DEBT INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME SELLER SERVICE SERVICE SERVICE SERVICE RATE (%) FEE RATE FEE RATE
---------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 21,699.97 260,399.62 26,693.47 320,321.64 5.4070 0.01000 0.02000
129 Comfort Inn & Suites MLML 29,378.00 352,536.00 5.6830 0.01000 0.02000
136 The Harbor at Southaven MLML 19,053.00 228,636.00 23,774.99 285,299.88 5.2200 0.01000 0.02000
137 East Towne Plaza MLML 19,364.43 232,373.19 23,958.27 287,499.24 5.3300 0.00000 0.02000
141 National City Retail MLML 17,607.87 211,294.44 21,989.15 263,869.80 5.2100 0.00000 0.02000
145 Strawberry Fields MLML 19,329.33 231,951.96 5.1500 0.01000 0.02000
146 Colorado First Building MLML 15,007.67 180,092.01 18,949.51 227,394.12 5.0750 0.01000 0.02000
147 Federal Express Building MLML 19,306.06 231,672.72 5.9140 0.01000 0.02000
149 Regents Plaza MLML 14,972.01 179,664.15 18,178.32 218,139.84 5.5900 0.00000 0.02000
154 CVS Thibodaux MLML 15,614.20 187,370.40 5.5000 0.01000 0.02000
155 Stoney Brook Commons MLML 14,654.74 175,856.88 5.2630 0.01000 0.02000
156 Tsern Retail MLML 13,963.46 167,561.52 5.3520 0.01000 0.02000
158 La Quinta Lafayette MLML 15,502.23 186,026.76 6.2500 0.01000 0.02000
159 Alameda Self Storage MLML 10,672.45 128,069.38 5.6140 0.01000 0.02000
160 1500 McGowen MLML 12,838.85 154,066.20 5.5450 0.01000 0.02000
MORTGAGE TRUSTEE & BROKER NET
LOAN PAYING STRIP ADMIN. MORTGAGE ACCRUAL REMAINING MATURITY/ARD
LOAN # PROPERTY NAME SELLER AGENT FEE RATE FEE INTEREST RATE TYPE TERM TERM DATE
----------------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 0.00060 0.03060 5.37640 Actual/360 120 119 11/1/2015
129 Comfort Inn & Suites MLML 0.00060 0.03060 5.65240 Actual/360 120 118 10/1/2015
136 The Harbor at Southaven MLML 0.00060 0.03060 5.18940 Actual/360 120 118 10/1/2015
137 East Towne Plaza MLML 0.00060 0.12060 5.20940 Actual/360 120 118 10/1/2015
141 National City Retail MLML 0.00060 0.12060 5.08940 Actual/360 120 118 10/1/2015
145 Strawberry Fields MLML 0.00060 0.03060 5.11940 Actual/360 120 117 9/1/2015
146 Colorado First Building MLML 0.00060 0.03060 5.04440 Actual/360 120 118 10/1/2015
147 Federal Express Building MLML 0.00060 0.03060 5.88340 Actual/360 120 118 10/1/2015
149 Regents Plaza MLML 0.00060 0.07060 5.51940 Actual/360 84 81 9/1/2012
154 CVS Thibodaux MLML 0.00060 0.03060 5.46940 Actual/360 120 118 10/1/2015
155 Stoney Brook Commons MLML 0.00060 0.03060 5.23240 Actual/360 120 117 9/1/2015
156 Tsern Retail MLML 0.00060 0.03060 5.32140 Actual/360 120 119 11/1/2015
158 La Quinta Lafayette MLML 0.00060 0.03060 6.21940 Actual/360 120 119 11/1/2015
159 Alameda Self Storage MLML 0.00060 0.03060 5.58340 Actual/360 60 57 9/1/2010
160 1500 McGowen MLML 0.00060 0.03060 5.51440 Actual/360 120 119 11/1/2015
MORTGAGE
LOAN AMORT REMAINING
LOAN # PROPERTY NAME SELLER TERM AMORT TERM TITLE TYPE ARD (Y/N) ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 360 360 Fee No
129 Comfort Inn & Suites MLML 300 298 Fee No
136 The Harbor at Southaven MLML 360 360 Fee No
137 East Towne Plaza MLML 360 360 Fee No
141 National City Retail MLML 360 360 Fee No
145 Strawberry Fields MLML 360 357 Fee No
146 Colorado First Building MLML 360 360 Fee No
147 Federal Express Building MLML 360 358 Fee No
149 Regents Plaza MLML 360 360 Fee No
154 CVS Thibodaux MLML 360 358 Leasehold Yes 2.0% plus the greater of i) the Initial
Interest Rate and ii) the Treasury Rate
plus 5.0%.
155 Stoney Brook Commons MLML 360 357 Fee No
156 Tsern Retail MLML 360 359 Fee No
158 La Quinta Lafayette MLML 300 299 Fee No
159 Alameda Self Storage MLML 0 0 Fee No
160 1500 McGowen MLML 360 359 Fee No
MORTGAGE ENVIRONMENTAL
LOAN ENVIRONMENTAL INSURANCE CROSS- CROSS- DEFEASANCE LETTER OF LOCKBOX
LOAN # PROPERTY NAME SELLER REPORT TYPE (Y/N) DEFAULTED COLLATERALIZED ALLOWED CREDIT IN-PLACE
------------------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center
Lot 3 MLML 8/29/2005 No Yes No No
129 Comfort Inn & Suites MLML 9/14/2005 No Yes No Yes
136 The Harbor at Southaven MLML 8/11/2005 No Yes No No
137 East Towne Plaza MLML 8/10/2005 No Yes No No
141 National City Retail MLML 9/16/2005 No Yes No No
145 Strawberry Fields MLML 7/19/2005 No Yes No No
146 Colorado First Building MLML 8/15/2005 No Yes No No
147 Federal Express Building MLML 3/30/2005 No Yes Yes Yes
149 Regents Plaza MLML 10/19/2005 No Yes No No
154 CVS Thibodaux MLML 7/6/2005 No Yes No Yes
155 Stoney Brook Commons MLML 6/14/2005 No Yes No No
156 Tsern Retail MLML 7/22/2005 No Yes No Yes
158 La Quinta Lafayette MLML 8/24/2005 No Yes No Yes
159 Alameda Self Storage MLML 7/13/2005 No Yes No No
160 1500 McGowen MLML 5/24/2005 No Yes No No
MORTGAGE UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT RE UPFRONT
LOAN HOLDBACK ENG. CAPEX ENVIR. TI/LC TAX INSURANCE
LOAN # PROPERTY NAME SELLER AMT RESERVE RESERVES RESERVE RESERVE RESERVE RESERVE
------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 24,542.39 1,590.40
129 Comfort Inn & Suites MLML 73,958.42 23,315.28
136 The Harbor at Southaven MLML
137 East Towne Plaza MLML 3,125.00 38,000.00 18,066.47 833.00
141 National City Retail MLML 28,469.00 12,404.90 6,733.21
145 Strawberry Fields MLML 17,305.80
146 Colorado First Building MLML 35938 7,620.17
147 Federal Express Building MLML 763.96
149 Regents Plaza MLML 14,375.00 2,700.00 100,000.00 36,716.23 7,729.05
154 CVS Thibodaux MLML
155 Stoney Brook Commons MLML 9,512.14 1,817.81
156 Tsern Retail MLML
158 La Quinta Lafayette MLML 24,497.38 16,537.50
159 Alameda Self Storage MLML 9,158.49 6,891.88
160 1500 McGowen MLML 50,000.00 47,969.01 1,429.23
MORTGAGE UPFRONT MONTHLY
LOAN OTHER MONTHLY CAPEX ENVIR.
LOAN # PROPERTY NAME SELLER RESERVE UPFRONT OTHER DESCRIPTION RESERVE RESERVE
----------------------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 32,872.00 Party America Occupancy Reserve 315.00
129 Comfort Inn & Suites MLML 4% of Gross Revenues
136 The Harbor at Southaven MLML 1,583.00
137 East Towne Plaza MLML 44,808.00 K-Beauty Occupancy Reserve (30,432.00);
Barber Shop Occupancy Reserve (14,376.00) 1,026.00
141 National City Retail MLML 324.00
145 Strawberry Fields MLML 2,170.93
146 Colorado First Building MLML 522.00
147 Federal Express Building MLML 22,185.82 Debt Service 791.00
149 Regents Plaza MLML
154 CVS Thibodaux MLML 15,614.20 Debt Service
155 Stoney Brook Commons MLML 424.00
156 Tsern Retail MLML 200.00
158 La Quinta Lafayette MLML 4% of Gross Revenues
159 Alameda Self Storage MLML 160,000.00 Liquidity Reserve 896.00
160 1500 McGowen MLML 70,000.00 Debt Service 707.00
MORTGAGE MONTHLY MONTHLY MONTHLY
LOAN TI/LC MONTHLY RE INSURANCE OTHER OTHER MONTH TOTAL UNIT OF
LOAN # PROPERTY NAME SELLER RESERVE TAX RESERVE RESERVE RESERVE DESCRIPTION SF/UNITS MEASURE
-----------------------------------------------------------------------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 610.00 4,908.48 198.80 25,235 SF
129 Comfort Inn & Suites MLML 10,565.49 4,663.06 77 Rooms
136 The Harbor at Southaven MLML 7,953.98 1,448.65 76 Units
137 East Towne Plaza MLML 2,083.00 3,845.65 833.00 64,774 SF
141 National City Retail MLML 3,333.00 2,170.86 961.89 25,958 SF
145 Strawberry Fields MLML 1,573.25 1,674.23 108 Units
146 Colorado First Building MLML 4,167.00 3,810.09 542.50 31,326 SF
147 Federal Express Building MLML 1,324.79 763.96 63,275 SF
149 Regents Plaza MLML 18,000 SF
154 CVS Thibodaux MLML 13,824 SF
155 Stoney Brook Commons MLML 1,250.00 3,170.71 454.45 20,324 SF
156 Tsern Retail MLML 23,942 SF
158 La Quinta Lafayette MLML 2,041.45 2,362.50 50 Rooms
159 Alameda Self Storage MLML 9,158.49 765.76 71,680 SF
160 1500 McGowen MLML 3,717.00 4,796.90 714.61 32,875 SF
MORTGAGE
LOAN GRACE LOAN
LOAN # PROPERTY NAME SELLER PERIOD GROUP
-----------------------------------------------------------
128 Parker Valley Center Lot 3 MLML 5 1
129 Comfort Inn & Suites MLML 5 1
136 The Harbor at Southaven MLML 5 1
137 East Towne Plaza MLML 5 1
141 National City Retail MLML 5 1
145 Strawberry Fields MLML 5 2
146 Colorado First Building MLML 5 1
147 Federal Express Building MLML 5 1
149 Regents Plaza MLML 5 1
154 CVS Thibodaux MLML 5 1
155 Stoney Brook Commons MLML 5 1
156 Tsern Retail MLML 5 1
158 La Quinta Lafayette MLML 5 1
159 Alameda Self Storage MLML 5 1
160 1500 McGowen MLML 5 1
