MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of November 1, 1996 (the
"Agreement"), between First Union National Bank of North Carolina (the "Seller")
and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit them, together with the MLMC
Mortgage Loans (as defined below), into a trust fund (the "Trust Fund"), the
beneficial ownership of which will be evidenced by multiple classes (each, a
"Class") of mortgage pass-through certificates (the "Certificates"). One or more
"real estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Trust Fund will be created and the Certificates
will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 1996 (the "Cut-off Date"), among
the Purchaser as depositor, First Union National Bank of North Carolina as
master servicer (in such capacity, the "Master Servicer"), CRIIMI MAE Services
Limited Partnership as special servicer (in such capacity, the "Special
Servicer") and State Street Bank and Trust Company as trustee (the "Trustee").
Concurrently with the purchase of Mortgage Loans pursuant to this Agreement, the
Purchaser will also purchase multifamily and commercial mortgage loans pursuant
to a Mortgage Loan Purchase Agreement, dated as of November 1, 1996 between
Xxxxxxx Xxxxx Mortgage Capital Inc. ("MLMC") and the Purchaser (the "MLMC
Agreement"). Such mortgage loans (the "MLMC Mortgage Loans") will likewise be
deposited into the Trust Fund. Capitalized terms used but not defined herein
have the respective meanings set forth in the Pooling and Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase,
the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Exhibit A, excluding the subservicing strip on one Mortgage
Loan (control number 23), which has been retained by the entity from which the
Seller acquired such Mortgage Loans, shall not be part of REMIC I and shall be
distributed pursuant to Section 3.05(a)(xv) of the Pooling and Servicing
Agreement. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The
Mortgage Loans identified on the Mortgage Loan Schedule shall hereinafter be
referred to as the "First Union Mortgage Loans.") The First
Union Mortgage Loans will have an aggregate principal balance of $580,717,843.40
(the "First Union Balance") as of the close of business on the Cut-off Date,
after giving effect to any payments due before such date whether or not
received. The First Union Balance and the MLMC Balance (as defined in the MLMC
Agreement) together equal an aggregate principal balance (the "Initial Pool
Balance") of $1,138,310,835. The purchase and sale of the First Union Mortgage
Loans shall take place on November 25, 1996 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The
consideration for the First Union Mortgage Loans shall consist of (A) a cash
amount equal to 100% of the aggregate principal balance of the First Union
Mortgage Loans, plus (B) interest accrued on each First Union Mortgage Loan at
the related Net Mortgage Rate, for the period from and including the Cut-off
Date up to but not including the Closing Date, which cash amount shall be paid
to the Seller or its designee by wire transfer in immediately available funds on
the Closing Date.
The Purchaser will assign to the Trustee, all of its right, title
and interest in and to the First Union Mortgage Loans.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the First
Union Mortgage Loans identified on the Mortgage Loan Schedule as of such date
other than the primary servicing rights. The Mortgage Loan Schedule, as it may
be amended, shall conform to the requirements set forth in this Agreement and
the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the First Union Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date but collected after the Cut-off
Date, and recoveries of principal and interest collected on or before the
Cut-off Date (only in respect of principal and interest on the First Union
Mortgage Loans due on or before the Cut-off Date), shall belong to, and be
promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has, on behalf
of the Purchaser, delivered to the Trustee, the documents and instruments
specified below with respect to each First Union Mortgage Loan (each a "Mortgage
File"). All Mortgage Files so delivered will be held by the Trustee in escrow at
all
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times prior to the Closing Date. Each Mortgage File shall, except as otherwise
disclosed on Exhibit B hereto, contain the following documents:
(i) the original executed Mortgage Note, endorsed (without
recourse, representation or warranty, express or implied) to
the order of State Street Bank and Trust Company, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage
Investors, Inc., Mortgage Pass-Through Certificates, Series
1996-C2;
(ii) an original or copy of the Mortgage and of any intervening
assignments thereof, in each case with evidence of recording
indicated thereon;
(iii) an original or copy of any related Assignment of Leases (with
recording information indicated thereon), if such item is a
document separate from the Mortgage;
(iv) an original executed assignment of the Mortgage, any related
Assignment of Leases (if such item is a document separate from
the Mortgage), and any other recorded document relating to the
Mortgage Loan otherwise included in the Mortgage File, in
favor of State Street Bank and Trust Company, as trustee for
the registered holders of Xxxxxxx Xxxxx Mortgage Investors,
Inc., Mortgage Pass-Through Certificates, Series 1996-C2, in
recordable form;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan in favor of State Street Bank and Trust
Company, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Investors, Inc., Mortgage Pass-Through
Certificates, Series 1996-C2;
(vi) originals or copies of any written modification agreements in
those instances where the terms or provision of the Mortgage
or Mortgage Note have been modified;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Mortgage Loan, or, if such policy has not been issued,
an irrevocable, binding commitment to issue such title
insurance policy; and
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(viii) filed copies of any prior UCC Financing Statements in favor
of the originator of such 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, an
original UCC-2 or UCC-3, as appropriate, in favor of State
Street Bank and Trust Company, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 1996-C2.
(d) Within 30 days following the Closing Date, the Purchaser shall
submit or cause to be submitted for recordation or filing, as the case may be,
in the appropriate public office for real property records or Uniform Commercial
Code financing statements, as appropriate, each assignment of Mortgage and each
assignment of Assignment of Leases referred to in clauses (iv) and (v) of
subsection (c) above and each UCC-2 and UCC-3 in favor of and delivered to the
Trustee constituting part of the Mortgage File. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Purchaser or its designee.
(e) All documents necessary to the servicing of the First Union
Mortgage Loans and in the Seller's possession (the "Additional Mortgage Loan
Documents") that are not required to be delivered to the Trustee shall be
delivered or caused to be delivered by the Seller to the Master Servicer or at
the direction of the Master Servicer to the appropriate sub-servicer.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association validly
existing under the laws of the United States of America and possesses all
requisite authority, power, licenses, permits and franchises to carry on
its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by
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the Purchaser, constitutes a legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights in general, as they may be applied in the context of the
insolvency of a National Banking Association, and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law), or by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement which purport to provide indemnification from liabilities under
applicable securities laws.
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's Articles of Association or
By-Laws, (B) violate any law or regulation or any administrative decree or
order to which it is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or which may be applicable
to the Seller or any of its assets.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of assocoiation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement.
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement and no bulk sale law applies to such transactions.
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(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement
or adversely affect the performance by the Seller of its obligations under
this Agreement.
(viii) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller will report the transfer
of the First Union Mortgage Loans of the Seller to the Purchaser as a sale
of the First Union Mortgage Loans to the Purchaser in exchange for
consideration consisting of an amount equal to the Seller's pro rata
portion of the proceeds of the sale of the Certificates by the Purchaser
to the Underwriters (the Seller's pro rata portion to be determined
according to the percentage that the First Union Balance represents of the
Initial Pool Balance) pursuant to the Underwriting Agreement, dated as of
November __, 1996 (the "Underwriting Agreement") and the Certificate
Purchase Agreement, dated as of November __, 1996 (the "Certificate
Purchase Agreement"). The consideration received by the Seller upon the
sale of the First Union Mortgage Loans to the Purchaser will constitute
reasonably equivalent value and fair consideration for the First Union
Mortgage Loans. The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the First Union
Mortgage Loans to the Purchaser. The Seller is not selling the First Union
Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller.
(ix) Immediately prior to the sale of the First Union Mortgage
Loans to the Purchaser as herein contemplated, the Seller will have good
title thereto and be the sole owner thereof, and such sale will transfer
the First Union Mortgage Loans to the Purchaser free and clear of any
pledge, lien, encumbrance or security interest.
(b) The Seller hereby represents and warrants for the benefit of the
Purchaser and the Trustee for the benefit of the Certificateholders as of the
Closing Date, with respect to each First Union Mortgage Loan, that:
(i) The Seller has good and marketable title to, and is the
sole owner and holder of, the Mortgage Loan.
(ii) The Seller has full right and authority to sell, assign
and transfer the Mortgage Loan.
(iii) The information pertaining to the Mortgage Loan set
forth in the Mortgage Loan Schedule is true,
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correct and complete in all material respects as of the Cut-off Date.
(iv) The Mortgagor, lessee and/or operator was in possession
of all licenses, permits, and authorizations then required for use of the
Mortgaged Property which were valid and in full force and effect as of the
origination date.
(v) The origination, servicing and collection practices used
by the Seller or any prior holder of the Mortgage Note have been in all
respects legal, proper and prudent and have met customary industry
standards.
(vi) The Seller is transferring the Mortgage Loan to the
Purchaser free and clear of any liens, pledges, charges and security
interests.
(vii) The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder.
(viii) The Mortgage Loan complied with all applicable usury
and disclosure laws as of the origination date.
(ix) Each of the related Mortgage Note, related Mortgage and
other agreements executed in connection therewith 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 legislation), enforceable in the applicable state in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), and 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.
(x) The Mortgage File contains an Assignment of Leases, which
creates, in favor of the holder of the Note, a valid first-priority
assignment of or security interest in the right to receive all payments
due under the related leases, and no other person owns any interest
therein superior to or of equal priority with the interest created under
such assignment; provided that the enforceability of such lien is subject
to applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws affecting the enforcement of creditors' rights generally, and
by the application of the rules of equity.
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(xi) Since the origination of the Mortgage Loan, the terms of
the related Mortgage Note, Mortgage and Security Agreements have not been
impaired, waived, modified, altered, satisfied, canceled or subordinated
by the Seller, the originator or the servicer thereof in any respect,
except, in each of the foregoing instances, by written instruments that
are a part of the related Mortgage File, recorded in the applicable public
recording office if necessary to maintain the priority of the lien of the
related Mortgage and Security Agreements and delivered to the Purchaser.
(xii) The Mortgage Loan complies with the Seller's
underwriting policies in effect as of such Mortgage Loan's origination
date (as applicable) and is on a form commonly used by the Seller.
(xiii) The related Mortgage Note is not secured by any
collateral that is not in the Trust Fund and each Mortgage Loan that is
cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
(xiv) The assignment of the related Mortgage to the Trustee
constitutes the legal, valid, binding and enforceable assignment of such
Mortgage in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law).
(xv) The Mortgage Loan is not a participation interest in a
mortgage loan, but is a whole loan, and the Seller does not own and is not
entitled to own any equity interest in the Mortgagor.
(xvi) The Mortgage Loan does not contain any terms providing
for a contingent interest, or negative amortization.
(xvii) The related Mortgage is a valid and enforceable first
mortgage lien on the related Mortgaged Property. Such lien has priority
over all other liens and encumbrances (including mechanics or
materialmen's liens) except for (A) the lien for current real estate taxes
and assessments not yet due and payable and (B) covenants, conditions and
restrictions, rights of way, easements and other non-lien matters that are
of public record and are referred to in the related lender's title
insurance policy, none of which materially interferes with the security
intended to be provided by such Mortgage. A UCC financing
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statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in the personal property, granted under
such mortgage for which perfection is accomplished by the filing of a UCC
financing statement; any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid and enforceable first lien
and first priority security interest on the property described therein,
provided that enforceability may be limited by bankruptcy or other laws
affecting creditor's rights or by the application of the rules of equity.
(xviii) The related Mortgage Note and Mortgage do not require
the Mortgagee thereof to release any portion of the related Mortgaged
Property from the lien of the Mortgage that would have a material and
adverse affect on the related Mortgage Loan except upon payment in full of
the Mortgage Loan.
(xix) As of the Cut-off Date, there are no delinquent taxes,
assessments or other governmental charges which would be a lien against
the related Mortgage Property affecting the related Mortgaged Property or
an escrow of funds in an amount sufficient to cover such payments has been
established.
(xx) All escrows, reserves, deposits and other payments
relating to the Mortgage Loan are under the control of the Seller or
servicer of such Mortgage Loan and all amounts required as of the date
hereof under the Mortgage Loan Documents to be deposited by the related
Mortgagor have been deposited. All such escrows, reserves, deposits and
other payments have been conveyed by the Seller to the Trustee.
(xxi) (A) Except for certain delinquent payments, none of
which were thirty (30) or more days past the date when first due, there
was no material default, breach, violation or event of acceleration
existing under the related Mortgage or the related Mortgage Note, and to
the best knowledge of Seller, no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of acceleration
occurred during the preceding twelve months; and (B) the Seller has not
waived any material default, breach, violation or event of acceleration of
any of the foregoing, and, pursuant to the terms of the related Mortgage
or the related Mortgage Note, no person or party other than the holder of
such Mortgage Note may declare any event of default or accelerate the
related indebtedness under either of such Mortgage or Mortgage Note.
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(xxii) As of the date of origination, the Mortgage Loan has a
Debt Service Coverage Ratio of at least 1.15 and a Loan-to-Value Ratio of
not more than 85.00%, as calculated as described in the Prospectus
Supplement.
(xxiii) There is no proceeding known to the Seller to be
pending or threatened in writing for the total or partial condemnation of
a material part of the related Mortgaged Property, and the Mortgaged
Property is free and clear of any damage that would materially and
adversely affect its value as security for the Mortgage Loan.
(xxiv) Each improvement located on or forming part of the
related Mortgaged Property complies with applicable zoning ordinances, or
constitutes a legal non-conforming use or structure or, if such an
improvement does not so comply, such non-compliance does not materially
and adversely affect the value or operation of the Mortgaged Property.
(xxv) None of the improvements included for the purpose of
determining the appraised value of the related Mortgaged Property at the
time of the origination of the Mortgage Loan lies outside of the
boundaries and building restriction lines of the related Mortgaged
Property, except for certain immaterial encroachments therefrom, and no
improvements on adjoining properties materially encroach upon the related
Mortgaged Property.
(xxvi) The related Mortgaged Property is covered by an ALTA
lender's title insurance policy or its equivalent, insuring for the
benefit of the original holder of the related Note, its successors and
assigns, that the related Mortgage is a valid first mortgage lien on such
Mortgaged Property in the original principal amount of the related Note,
subject only to the exceptions stated therein, which do not and will not
materially and adversely interfere with (1) the ability of the related
Mortgagor timely to pay in full the principal and interest on the related
Mortgage Note, or (2) the use of such Mortgaged Property for the use
currently being made thereof, or (3) the value of the Mortgaged Property,
and such policy is freely assignable to the trustee without the consent of
or any notification to the insurer; and such title insurance policy is in
full force and effect, and no claims have been made thereunder.
(xxvii) The related Mortgaged Property is insured by a fire
and extended perils insurance policy that provides coverage in an amount
not less than the principal balance of the Mortgage Loan.
(xxviii) The related Mortgaged Property is insured by business
interruption or rent insurance, in an amount at least equal to 12 months
of operations of such
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Mortgaged Property and comprehensive general liability insurance in an
amount not less than $1 million per occurrence.
(xxix) The related Mortgaged Property is not located in a
flood hazard area as defined by the Federal Insurance Administration or is
covered by flood hazard insurance.
(xxx) The Mortgage Loan represents a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code. The Seller
represents and warrants that, either as of the date of origination or the
Closing Date, the fair market value of the property securing the Mortgage
Loan was not less than 80% of the "adjusted issue price" (within the
meaning of the REMIC Provisions) of such Mortgage Loan.
(xxxi) Prepayment Premiums and Yield Maintenance Charges
payable with respect to the Mortgage Loan, if any, constitute "customary
prepayment penalties" within the meaning of Treasury regulation Section
1.860G-1(b)(2).
(xxxii) A Phase I Environmental Site Assessment was performed
with respect to the related Mortgaged Property. Such Phase I Environmental
Site Assessment was performed within eight (8) months (or 15 months with
respect to two (2) of the Mortgaged Properties) prior to their respective
dates of origination. A report of such Phase I Environmental Site
Assessment has been delivered to the Purchaser, and the Seller, having
made no independent inquiry other than reviewing such report, has no
knowledge of any material and adverse environmental condition or
circumstance affecting the related Mortgaged Property that was not
disclosed in such report. To the extent any such condition or circumstance
was disclosed, there has been escrowed an amount of money considered
sufficient by the Seller, based upon the related environmental reports, to
cure and remedy such condition or circumstance as recommended in the Phase
I or, where applicable, Phase II Environmental Site Assessment.
(xxxiii) The Mortgage Loan contains a representation made by
the Mortgagor in substance that it has not and will not use, cause or
permit to exist on the related Mortgaged Property any hazardous materials
in any manner that violates federal, state or local laws, ordinances,
regulations or orders. The Mortgage Loan requires that the Mortgagor will
defend and hold the holder of the Mortgage and its successors and/or
assigns harmless from and against any and all losses, liabilities,
damages, injuries, penalties, fines, expenses, and claims of any kind
whatsoever (including attorney's fees and costs) paid, incurred, or
suffered by, or asserted against, any such party resulting from a breach
of any representation,
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warranty or covenant relating to environmental matters given by the
Mortgagor under the related Mortgage except for those resulting from gross
negligence or willful misconduct by the holder of the Mortgage or those
which are initially placed on, in or under the Mortgaged Property after
foreclosure or other taking of title to the Mortgaged Property by the
holder of the Mortgage. To the best of the Seller's knowledge, having made
no independent inquiry other than reviewing Phase I and Phase II (where
applicable) Environmental Site Assessments, (i) the Mortgaged Property is
in material compliance with all applicable federal, state and local laws
pertaining to environmental regulation, contamination or clean-up, and
(ii) no notice of violation of such laws has been issued by any
governmental agency or authority, except as disclosed in environmental or
engineering assessments, including Phase I Environmental Site Assessments
or additional assessments (including Phase II Environmental Site
Assessments). To the extent any material violation was disclosed, there
has been escrowed an amount of money considered sufficient by the Seller,
based upon the related environmental reports, to cure and remedy such
condition or circumstance as recommended in the Phase I or Phase II
Environmental Site Assessment.
(xxxiv) To the best of the knowledge of the Seller, the
Mortgagor is not a debtor in any state or federal bankruptcy or insolvency
proceeding.
(xxxv) No advance of funds has been made directly or
indirectly, by the Seller to the Mortgagor other than pursuant to the Note
and no funds have been received from any person other than such Mortgagor
for or on account of payments due on the Note.
(xxxvi) The related Mortgage prohibits any sale or transfer
of, or further pledge or lien on, the related Mortgaged Property, whether
such lien may be equal or subordinate to the lien of the related Mortgage,
other than certain non-foreclosable liens fully subordinated to the lien
of the Mortgage, without the prior written consent of the holder of such
Mortgage. The related Mortgaged Property is not subject to any material
subordinate debt known to Seller which is not otherwise subject to a
standstill agreement. A list of Mortgaged Properties subject to secondary
liens is attached hereto as Exhibit C.
(xxxvii) If the related Mortgaged Property is a retail or
multifamily property, based on Mortgagor's representations, tenant
estoppel certificates and other documents obtained by the Seller, (i) the
information contained in the related schedule of leases or most recent
rent roll, as the case may be, is true and correct in all material
respects, (ii) all leases set forth therein are in full force and effect,
and (iii) no material default by the
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Mortgagor or the lessees has occurred under such leases, nor, to the best
of the Seller's knowledge, is there any existing condition which, but for
the passage of time or the giving of notice, or both, would result in a
material default under the terms of such lease.
(xxxviii) If the principal balance of the related Mortgage
Loan is greater than $5.0 million, the related Mortgagor is a person,
other than an individual, which is formed or organized solely for the
purpose of owning and operating the Mortgaged Property, does not engage in
any business unrelated to such property and its financing, does not have
any assets other than those related to its interest in the property or its
financing, or any indebtedness other than as permitted by the related
Mortgage and the other Mortgage Loan documents, has its own books and
records and accounts separate and apart from any other person, and holds
itself out as being a legal entity, separate and apart from any other
person.
(xxxix) With respect to any Mortgage Loan that is secured in
whole or in part by the interest of a Mortgagor as a lessee under a Ground
Lease but not by the related fee interest;
(A) Such Ground Lease or a memorandum thereof has been or will
be duly recorded and such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent of the
lessor thereunder is required, it has been obtained prior to the Closing
Date;
(B) The Mortgagor's interest in such Ground Lease is
assignable to the Trustee without the consent of the lessor thereunder
(or, if any such consent is required, it has been obtained prior to the
Closing Date) and, in the event that it is so assigned, is further
assignable by the Trustee and its successors without a need to obtain the
consent of such lessor;
(C) Such Ground Lease may not be amended, modified, canceled
or terminated without the prior written consent of the Ground Lessee and
that any such action without such consent is not binding on the Ground
Lessee, its successors or assigns.
(D) Unless otherwise set forth in the Ground Lease, the Ground
Lease does not permit any increase in the amount of rent payable by the
Ground Lessee thereunder during the term of the Mortgage Loan.
(E) To the best of the Seller's knowledge, at the Closing
Date, such Ground Lease is in full force and effect and no default has
occurred under such Ground Lease;
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(F) Such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee; and such Ground
Lease, or an estoppel or consent letter received by the mortgagee from the
lessor, further provides that no notice of termination given under such
Ground Lease is effective against the mortgagee unless a copy has been
delivered to the mortgagee in the manner described in such Ground Lease or
estoppel or consent letter;
(G) The ground lessee's interest in the Ground Lease is not
subject to any liens or encumbrances superior to, or of equal priority
with, the related mortgage, other than the related ground lessor's related
fee interest and any exceptions stated in the related title insurance
policy or opinion of title, which exceptions do not and will not
materially and adversely interfere with (1) the ability of the related
Mortgagor timely to pay in full the principal and interest on the related
Mortgage Note, (2) the use of such Mortgaged Property for the use
currently being made thereof, or (3) the value of the Mortgaged Property.
(H) A mortgagee is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain possession of the
interest of the lessee under such Ground Lease) to cure any curable
default under such Ground Lease before the lessor thereunder may terminate
such Ground Lease; and
(I) Except for the Mortgaged Property known as Islander Marina
(set forth as Mortgage Loan 82 on Exhibit A hereto, "Islander Marina"),
such Ground Lease has an original term (including any extension options
set forth therein) that extends not less than 10 years beyond the Maturity
Date of the related Mortgage Loan.
(J) Except for Islander Marina, under the terms of such Ground
Lease and the related Mortgage, taken together, any related insurance
proceeds other than in respect to a total or substantially total loss or
taking, will be applied either to the repair or restoration of all or part
of the related Mortgaged Property, with the lessee's mortgagee or a
trustee appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses, or to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon; and
(K) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender.
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(L) Except for the Mortgaged property known as Allflex USA,
Inc. (set forth as Mortgage Loan 146 on Exhibit A hereto), the Ground
Lessor is required to enter into a new lease upon termination of the
Ground Lease for any reason, including the rejection of the Ground Lease
in bankruptcy, and (except with respect to Islander Marina) for any
reason, upon the request of lender.
(xl) With respect to any Mortgage Loan that is secured in
whole or in part by a Mortgage Property which is operated as a residential
health care facility (a "Facility");
(A) All governmental licenses, permits, regulatory agreements
or other approvals or agreements necessary or desirable for the use and
operation of each Facility as intended are held by the related Mortgagor
or the operator of the Facility, which is affiliated with such Mortgagor,
and are in full force and effect, including, without limitation, a valid
certificate of need ("CON") or similar certificate, license, or approval
issued by the applicable department of health for the requisite number of
beds, and approved provider status in any approved provider payment
program (collectively, the "Licenses").
(B) The Licenses (a) may not be, and have not been,
transferred to any location other than the Facility; (b) have not been
pledged as collateral security for any other loan or indebtedness; and (c)
are held free from restrictions or known conflicts which would materially
impair the use or operation of the Facility as intended, and are not
provisional, probationary or restricted in any way.
(C) As of the date of origination of the Mortgage Loan, the
Facility has not received a "Level A" (or equivalent) violation, and no
statement of charges or deficiencies has been made or penalty enforcement
action has been undertaken against the Facility, its operator or the
Mortgagor or against any officer, director or stockholder of such operator
or the Mortgagor by any governmental agency during the last three calendar
years, and there have been no violations over the past three years which
have threatened the Facility's, the operator's or the Mortgagor's
certification for participation in Medicare or Medicaid or the other
third-party payors' programs.
(xli) As of the Cut-off Date, the aggregate principal amount
of any Mortgage Loan or group of Mortgage Loans made to one borrower or
group of affiliated borrowers does not exceed $56,979,000. A list of
borrowers or groups of affiliated borrowers with multiple Mortgage Loans
is attached hereto as Exhibit D.
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(c) If the Seller receives notice of a Document Defect or a Breach
(the "Defect/Breach Notice"), then the Seller shall within 90 days after its
receipt of the Defect/Breach Notice (i) 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 (ii) repurchase
the affected First Union Mortgage Loan (or the related Mortgaged Property) from
the Trustee at a price equal to the Purchase Price; provided, however, that if
such Document Defect or Breach is capable of being cured but not within such
90-day period 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; and provided, further,
that with respect to such additional 90-day period the Seller shall have
delivered an Officer's Certificate to the Trustee setting forth the reason such
Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such breach will be
cured within the additional 90-day period. Notwithstanding the foregoing, the
delivery of a commitment to issue a policy of lender's title insurance as
described in Section 3(b)(xxvi) in lieu of the delivery of the actual policy of
lender's title insurance shall not be considered a Document Defect with respect
to any Mortgage File if such actual policy of insurance is delivered to the
Trustee or a Custodian on its behalf not later than the 90th day following the
Closing Date.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Purchaser has
the full corporate power and authority and legal right to acquire the First
Union Mortgage Loans from the Seller and to transfer the First Union Mortgage
Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
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(c) Except as may be required under federal or state securities laws
(and will be obtained on a timely basis), no consent, approval, authorization or
order of, registration or filing with, or notice to, any governmental authority
or court, is required, under federal or state law, for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction described in
this Agreement.
(d) None of the acquisition of the First Union Mortgage Loans by the
Purchaser, the transfer of the First Union Mortgage Loans to the Trustee, and
the execution, delivery or performance of this Agreement and by the Purchaser,
conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (A) any term or provision of the
Purchaser's Articles of Incorporation or Bylaws, (B) any term or provision of
any material agreement, contract, instrument or indenture, to which the
Purchaser is a party or by which the Purchaser is bound, or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Purchaser or its assets.
(e) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Purchaser will report the transfer of the First
Union Mortgage Loans by the Seller to the Purchaser as a sale of the First Union
Mortgage Loans to the Purchaser in exchange for consideration consisting of an
amount equal to the Seller's pro rata portion of the proceeds of the sale of the
Certificates by the Purchaser to the Underwriters (the Seller's pro rata portion
to be determined according to the percentage that the First Union Balance
represents of the Initial Pool Balance) pursuant to the Underwriting Agreement
and the Certificate Purchase Agreement.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, One
Citicorp Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.,
New York time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in Sections 3(a), 3(b) and 3(c) 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, shall be duly executed and
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delivered by all signatories as required pursuant to the respective terms
thereof;
(c) The Seller shall have delivered and released to the Custodian
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 and
the Seller shall have the ability to comply with all terms and conditions and
perform all duties and obligations required to be complied with or performed
after the Closing Date; and
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the First Union Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and the Underwriters may rely, to the effect that: (1) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects at and as of the Closing Date with the same effect as if made on such
date; and (ii) the Seller has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part that are required under
this Agreement to be performed or satisfied at or prior to the date hereof;
(c) An Officer's Certificate from an officer of the Seller, in his
or her individual capacity, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
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(d) An Officer's Certificate from an officer of the Seller, in his
or her individual capacity, dated the Closing Date, and upon which the Purchaser
and the Underwriters may rely, to the effect that (i) such officer has carefully
examined the Prospectus (as defined in the Underwriting Agreement) and nothing
has come to his attention that would lead him to believe that the Prospectus, as
of the date of the Prospectus Supplement (as defined in the Underwriting
Agreement) or as of the Closing Date, included or includes any untrue statement
of a material fact relating to the First Union Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to make the statements
therein relating to the First Union Mortgage Loans, in light of the
circumstances under which they were made, not misleading, and (ii) such officer
has examined the Memorandum (as defined in the Certificate Purchase Agreement)
and nothing has come to his attention that would lead him to believe that the
Memorandum, as of the date thereof or as of the Closing Date, included or
includes any untrue statement of a material fact relating to the First Union
Mortgage Loans or omitted or omits to state therein a material fact necessary in
order to make the statements therein related to the First Union Mortgage Loans,
in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite loan committee authorizing the
Seller's entering into the transactions contemplated by this Agreement, the
articles of association and by-laws of the Seller, and a certificate of good
standing of the Seller issued by the Office of the Comptroller of the Currency
of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of Xxxx X. Xxxxxx, III, counsel for the
Seller, in form and substance acceptable to the Purchaser and its counsel, with
any modifications required by the rating agencies identified in the Prospectus
Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the
Purchaser, the Underwriters and each of the Rating Agencies, together with such
other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 7. Indemnification.
(a) The Seller agrees to indemnify and hold harmless the Purchaser,
the Underwriters, their respective officers and directors, and each person, if
any, who controls the Purchaser or the Underwriters within the meaning of either
Section 15 of the Securities Act of 1933 (the "1933 Act") or Section 20 of the
Securities Exchange Act of 1934 (the "1934 Act"), against any and all losses,
claims, damages or liabilities, joint or several, to
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which they or any of them may become subject under the 1933 Act, the 1934 Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based in whole or in part upon any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus, in
any amendment thereof or supplement thereto, the Private Placement Memorandum,
Computational Materials or ABS Term Sheets distributed by either Underwriter or
arise out of or are based upon any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, which untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon any information furnished to the
Purchaser by the Seller or approved by the Seller, or upon any document
delivered to the Purchaser by the Seller, or upon any of the representations,
warranties, covenants or agreements of the Seller as set forth in this Agreement
(collectively, the "Seller's Information"), it being acknowledged that the
statements set forth in the Prospectus Supplement under the caption "Description
of the Mortgage Pool" or elsewhere in the Prospectus Supplement with respect to
the subjects discussed under such caption and statements in the Private
Placement Memorandum, Computational Materials and ABS Term Sheet, in each case
solely to the extent relating to or based (in whole or in part) on information
relating to the First Union Mortgage Loans or the Seller, are to be the only
statements made in reliance upon information furnished or approved by the
Seller, or upon documents delivered to the Purchaser by the Seller, or upon any
of the representations, warranties, covenants or agreements of the Seller as set
forth in this Agreement.
(b) Promptly after receipt by any person entitled to indemnification
under this Section 7 (an "indemnified party") of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against the Seller (the "indemnifying party") under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party otherwise than under this Section 7. In
case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional
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to those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
Purchaser, representing all the indemnified parties under Section 7(a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall only be in respect of the counsel
referred to in such clause (i) or (iii).
(c) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(d) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(c) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(c) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
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defending any such action or claim, except where the indemnified party is
required to bear such expenses pursuant to this Section 7, which expenses the
indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party will be ultimately
obligated to pay such expenses. If any expenses so paid by the indemnifying
party are subsequently determined to not be required to be borne by the
indemnifying party hereunder, the party that received such payment shall
promptly refund the amount so paid to the party which made such payment. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, any of their respective directors or officers, or any person
controlling the Purchaser or the Underwriters, and (iii) acceptance of and
payment for any of the Certificates.
(f) The Underwriters shall be third-party beneficiaries of the
provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the First Union Balance
represents the Initial Pool Balance): (i) the costs and expenses of printing (or
otherwise reproducing) and delivering a preliminary and final Prospectus and
Memorandum relating to the Certificates; (ii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iii) the filing
fee charged by the Securities and Exchange Commission for registration of the
Certificates so registered; (iv) the fees charged by the Rating Agencies to rate
the Certificates so rated; (v) the expense of recording any assignment of
Mortgage or assignment of Assignment of Leases as contemplated by Section 2
hereof; and (vi) the cost of obtaining a "comfort letter" from a firm of
certified public accountants selected by the Purchaser with respect to numerical
information in respect of the First Union Mortgage Loans and the Seller included
in the Prospectus and Memorandum. All other costs and expenses in connection
with the transactions contemplated hereunder shall be borne by the party
incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the First Union Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the First Union Mortgage Loans by the Seller to the Purchaser and not
as a pledge of the First Union Mortgage Loans by the Seller
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to the Purchaser to secure a debt or other obligation of the Seller. However,
if, notwithstanding the aforementioned intent of the parties, the First Union
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
First Union Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9 of the New
York Uniform Commercial Code; (ii) the conveyance provided for in Section 2
hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
First Union Mortgage Loans, and all amounts payable to the holder of the First
Union Mortgage Loans in accordance with the terms thereof, and all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all
amounts, other than investment earnings, from time to time held or invested in
the Certificate Account, the Distribution Account or, if established, the REO
Account (each as defined in the Pooling and Servicing Agreement) whether in the
form of cash, instruments, securities or other property; (iii) the assignment to
the Trustee of the interest of the Purchaser as contemplated by Section 1 hereof
shall be deemed to be an assignment of any security interest created hereunder;
(iv) the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" for purposes of
perfecting the security interest pursuant to Section 9-305 of the New York
Uniform Commercial Code; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the secured party for the purpose of
perfecting such security interest under applicable law. The Seller and the
Purchaser shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the First Union Mortgage Loans, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in
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this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the First Union Mortgage
Loans by the Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
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
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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 and the
Purchaser, and their permitted successors and assigns, and the officers,
directors and controlling persons referred to in Section 7.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ XXXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President
Address for Notices:
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Address for Notices:
World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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EXHIBIT A
MORTGAGE LOAN SCHEDULE
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FU LOANS
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
1 Park Victoria 0000 Xxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 2,607,000 2,588,494.07
2 Woodcrest 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 4,728,000 4,694,438.03
3 Morningside 0000 Xxxxxx Xx Xxxxxxxxxxxx XX 00000 1,658,000 1,646,230.60
4 Charter Oaks 0000 Xxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 3,700,000 3,685,530.42
5 Seville 0000 Xxxxx Xxxxxxxx Xxxxxxxxxxx XX 00000 1,380,000 1,371,005.04
Xxxx
0 Xxxx Xxx Xxxx 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxx XX 00000 2,000,000 1,991,554.06
City
0 Xxxx Xxxxxx 00000 Xxxxxxxxxxx Xxxxxxx XX 00000 1,425,000 1,414,925.32
8 Northside Villas 0000 Xxxxx Xxxx Xxxxxxxxxxx XX 00000 3,036,000 3,019,786.93
9 Rolling Hills 000 Xxxx Xxxx Xxxx Xxxxxxxxxxx XX 00000 3,108,000 3,086,898.97
00 Xxxxxxxxx 000 Xxxxx Xxxxx Xxxxxxxxxxx XX 00000 1,106,000 1,100,332.51
11 Villager 00 Xxxxxx Xxxxxxx Xxxx Xxxxxx XX 00000 568,000 564,952.82
Beach
00 Xxxxxxxxxx Xxxxx 00000 Xxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 2,451,000 2,433,671.54
13 Xxxxxxxx Club 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 9,000,000 8,962,951.15
00 Xxxxxxxxxxxx Xxx 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 850,000 846,987.18
III
15 Lakewood 0000 Xxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,950,000 1,938,104.70
00 Xxxxxx Xxxxx 000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxx XX 00000 2,450,000 2,440,917.05
17 Park View 0000 Xxxx Xxxxxxx Xxxx Xxxxx XX 00000 2,531,000 2,517,084.22
Xxxxxxxxx
00 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000 4,200,000 4,182,328.80
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
1 Park Victoria 20,729.40 8.3500 77 293 4/1/03 No 255 per unit 8.2300
2 Woodcrest 37,594.41 8.3500 77 293 4/1/03 No 200 per unit 8.2300
3 Morningside 13,183.49 8.3500 77 293 4/1/03 No 200 per unit 8.2300
4 Charter Oaks 29,771.04 9.0000 113 353 4/1/06 No 200 per unit 8.8800
5 Seville 11,463.01 8.8750 77 293 4/1/03 No 274 per unit 8.7550
6 Casa Del Lago 15,555.80 8.6250 293 353 4/1/21 No 200 per unit 8.5050
7 Park Colony 11,354.70 8.3750 77 293 4/1/03 No 205 per unit 8.2550
8 Northside Villas 24,087.94 8.6250 77 323 4/1/03 No 281 per unit 8.5050
9 Rolling Hills 25,288.81 8.6250 77 293 4/1/03 No 200 per unit 8.5050
10 Stonegate 8,948.65 8.8500 113 323 4/1/06 No 225 per unit 8.7300
11 Villager 4,496.71 8.6000 113 323 4/1/06 No 332 per unit 8.4800
00 Xxxxxxxxxx Xxxxx 19,530.08 8.3750 77 293 4/1/03 No 200 per unit 8.2550
13 Xxxxxxxx Club 70,803.04 8.7500 113 353 4/1/06 No 200 per unit 8.5950
14 Williamstown Bay 6,662.69 8.7100 294 354 5/1/21 No 150 per unit 8.5900
III
15 Lakewood 15,456.31 8.3125 78 294 5/1/03 No 200 per unit 8.1925
00 Xxxxxx Xxxxx 18,821.02 8.4900 114 354 5/1/06 No 200 per unit 8.3700
17 Park View 21,153.47 8.9500 114 294 5/1/06 No 227 per unit 8.8300
00 Xxxxxxxxxx Xxxxx 34,608.83 9.0625 114 324 5/1/06 No 300 per unit 8.9075
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
1 Park Victoria 0.0400 0.0750 First Union
2 Woodcrest 0.0400 0.0750 First Union
3 Morningside 0.0400 0.0750 First Union
4 Charter Oaks 0.0400 0.0750 First Union
5 Seville 0.0400 0.0750 First Xxxxx
0 Xxxx Xxx Xxxx 0.0000 0.0750 First Union
7 Park Colony 0.0400 0.0750 First Union
8 Northside Villas 0.0400 0.0750 First Union
9 Rolling Hills 0.0400 0.0750 First Union
10 Stonegate 0.0400 0.0750 First Union
11 Villager 0.0400 0.0750 First Union
00 Xxxxxxxxxx Xxxxx 0.0000 0.0750 First Union
13 Xxxxxxxx Club 0.0750 0.0750 GMAC
14 Williamstown Bay 0.0400 0.0750 First Union
III
15 Lakewood 0.0400 0.0750 First Union
00 Xxxxxx Xxxxx 0.0000 0.0750 First Union
17 Park View 0.0400 0.0750 First Xxxxx
00 Xxxxxxxxxx Xxxxx 0.0750 0.0750 GMAC
-32-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
19 The Ashford 000 Xxxxx Xxxx Xxxxxx Xxxxx XX 00000 1,238,000 1,233,709.78
20 Regency on 0000 Xxxx Xxxxxxx Xxxx Xxxxx XX 00000 1,809,000 1,802,731.01
Xxxxxxx
21 Hillcrest 000 Xxxx Xxxxxx & Xxxxxxxxx XX 00000 2,650,000 2,640,635.69
Xxxxxxxxx Xxxxx
00 Xxxxxxxx Xxxxx 000 X. Xxxxxxxxxx Xxx Xxxxxxx XX 00000 2,054,000 2,041,957.91
23 Parkwood Lofts II 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000 2,221,000 2,214,931.00
24 Courtyard at 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000 2,750,000 2,738,054.33
Glenview
(Manchester Arms)
00 Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 8,100,000 8,075,742.70
26 Riverplace 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 1,033,000 1,030,147.92
00 Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxx Xxxxx Xxxx XX 00000 3,750,000 3,737,350.95
28 Elsmere 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 1,288,000 1,282,405.08
(2)*29 Xxxxxx Xxxxx 0000 Xxxxx Xxxxx Xxxx Xxxxx Xxxxxx XX 00000 1,488,000 1,481,536.31
(2)*30 Morgan Manor 000 Xxxxxxxx Xxxx Xxx Xxxxxxxx XX 00000 2,325,000 2,314,900.48
31 Franklin 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 925,000 912,999.61
32 Mountain Top 00-X Xxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,220,000 1,215,787.85
33 2540 Valentine 0000 Xxxxxxxxx Xxx. Xxxxx XX 00000 825,000 821,562.26
Xxxxxx
00 0000-00 Xxxxxx 0000-00 Xxxxxx Xxxxxx Xxxxx XX 00000 1,100,000 1,096,219.80
Xxxxxx
00 Xxxx Xxxxx 000 Xxxxx Xxxx Xxxxx Xxxxxx XX 00000 4,300,000 4,288,322.81
Drive
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
19 The Ashford 9,801.31 8.8200 114 354 5/1/06 No 262 per unit 8.7000
20 Regency on 14,321.95 8.8200 114 354 5/1/06 No 250 per unit 8.7000
Xxxxxxx
21 Hillcrest 21,719.98 9.0000 115 325 6/1/06 No 240 per unit 8.8450
00 Xxxxxxxx Xxxxx 17,137.17 8.6250 79 271 6/1/03 No 200 per unit 8.5050
23 Parkwood Lofts II 17,982.65 9.0700 79 355 6/1/03 No 250 per unit 8.7400
24 Courtyard at 23,550.50 9.2500 295 295 6/1/21 No 210 per unit 9.1300
Glenview
(Manchester Arms)
25 Sunwood Village 63,000.97 8.6250 55 355 6/1/01 No 225 per unit 8.5050
26 Riverplace 8,326.62 9.0200 295 355 6/1/21 No 175 per unit 8.9000
27 Cedar Village 31,397.36 9.2500 115 325 6/1/06 No 250 per unit 9.1300
28 Elsmere 11,030.20 9.2500 115 295 6/1/06 No 294 per unit 9.1300
(2)*29 Xxxxxx Xxxxx 32,653.84 9.2500 115 295 6/1/06 No 250 per unit 9.1300
(2)*30 Morgan Manor 32,653.84 9.2500 115 295 6/1/06 No 286 per unit 9.1300
31 Franklin 9,589.43 9.3750 175 175 6/1/11 No 250 per unit 9.2550
32 Mountain Top 10,106.80 9.1250 115 325 6/1/06 No 306 per unit 9.0050
33 2540 Valentine 7,208.00 9.5000 115 295 6/1/06 No 338 per unit 9.3800
Xxxxxx
00 0000-00 Xxxxxx 9,132.10 9.1500 115 325 6/1/06 No 269 per unit 9.0300
Avenue
35 Twin Creek 34,908.62 9.1000 115 355 6/1/06 No 218 per unit 8.9450
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
19 The Ashford 0.0400 0.0750 First Union
20 Regency on 0.0400 0.0750 First Union
Xxxxxxx
21 Hillcrest 0.0750 0.0750 GMAC
00 Xxxxxxxx Xxxxx 0.0000 0.0750 First Union
23 Parkwood Lofts II 0.1250 0.0750 Arbor
24 Courtyard at 0.0400 0.0750 First Union
Glenview
(Manchester Arms)
25 Sunwood Village 0.0400 0.0750 First Union
26 Riverplace 0.0400 0.0750 First Union
27 Cedar Village 0.0400 0.0750 First Union
28 Elsmere 0.0400 0.0750 First Union
(2)*29 Xxxxxx Xxxxx 0.0400 0.0750 First Union
(2)*30 Morgan Manor 0.0400 0.0750 First Union
31 Franklin 0.0400 0.0750 First Union
32 Mountain Top 0.0400 0.0750 First Union
33 2540 Valentine 0.0400 0.0750 First Xxxxx
Xxxxxx
00 0000-00 Xxxxxx 0.0400 0.0750 First Union
Avenue
35 Twin Creek 0.0750 0.0750 GMAC
-33-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
36 Greentree I 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx XX 00000 725,000 722,426.99
37 Greentree II 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx XX 00000 546,000 544,049.38
38 Spring Hollow 0000 X Xxxxxxx Xxxx Xxxxxx XX 00000 990,000 987,268.32
39 Valleybrook 000 Xxxxxx Xxxx Xxxxxx XX 00000 1,594,000 1,588,229.50
40 Colony Xxxxx II 0000 Xxxxxxxxxxx Xxxxxxx XX 00000 1,607,000 1,601,182.44
Colony Parkway #1608
41 Stillwater 0 Xxxxxxxxxx Xxxxx Xxxxxxxx XX 00000 985,000 981,350.87
00 Xxxxx xx XxXxxxx 0000 XxXxxxx Xxxx Xxxxxxx XX 00000 8,100,000 8,082,650.61
43 Xxxxxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxxx Xxxx XX 00000 2,434,000 2,426,779.94
00 Xxxxxxx Xxxxx 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,147,000 1,143,597.61
00 Xxxx Xxxx 000 X. Xxxx Xx. Xxxx XX 00000 2,500,000 2,494,475.98
00 Xxxxxx Xxx I 00000 XX 00xx Xxxxxxx Xxxxx XX 00000 1,693,000 1,686,727.94
Circle
47 Xxxxxxxxxx 0000-X Xxxxx Xxxxxx Xxxxxxxxx XX 00000 2,137,000 2,129,289.29
48 Marabou Xxxxx I 0000 Xxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,475,000 1,469,677.91
Drive
00 Xxxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxxx XX 00000 4,300,000 4,291,528.06
50 Country Wood 000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 2,242,000 2,235,700.66
00 Xxxxxxxxxxx Xxxx 0000 Xxxxxx Xxxx Xxxxxxx XX 00000 2,309,000 2,303,910.04
52 Millcreek 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 1,935,000 1,929,563.24
53 Art Museum 0000 Xxx Xxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 2,140,000 2,135,238.72
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
36 Greentree I 6,133.90 9.1000 116 296 7/1/06 No 270 per unit 8.9800
37 Greentree II 4,604.47 9.0600 116 296 7/1/06 No 318 per unit 8.9400
38 Spring Hollow 8,190.94 9.1100 116 326 7/1/06 No 225 per unit 8.9050
39 Valleybrook 13,354.97 8.9800 116 296 7/1/06 No 270 per unit 8.8600
40 Colony Xxxxx II 13,463.88 8.9800 116 296 7/1/06 No 250 per unit 8.8600
41 Stillwater 8,158.43 8.8400 80 296 7/1/03 No 261 per unit 8.7200
42 Xxxxx on XxXxxxx 66,050.55 9.1500 80 356 7/1/03 No 230 per unit 8.9950
43 Xxxxxxxx Xxxxx 19,472.53 8.7200 80 326 7/1/03 No 264 per unit 8.6000
44 Xxxxxxx Xxxxx 9,176.25 8.7200 80 326 7/1/03 No 238 per unit 8.6000
45 Palm Cove 20,115.57 9.0000 296 356 7/1/21 No 175 per unit 8.8800
00 Xxxxxx Xxx I 14,022.56 8.8400 80 296 7/1/03 No 292 per unit 8.7200
47 Xxxxxxxxxx 17,933.63 9.0000 116 296 7/1/06 No 291 per unit 8.8800
48 Marabou Xxxxx I 12,378.15 9.0000 116 296 7/1/06 No 254 per unit 8.8800
00 Xxxxxxx Xxxxx 36,313.70 9.5500 296 356 7/1/21 No 175 per unit 9.4300
50 Country Wood 18,432.46 8.7500 81 297 8/1/03 No 200 per unit 8.6300
00 Xxxxxxxxxxx Xxxx 18,520.80 8.7500 81 327 8/1/03 No 200 per unit 8.6300
52 Millcreek 15,908.48 8.7500 81 297 8/1/03 No 200 per unit 8.6300
53 Art Museum 17,090.64 8.7000 81 327 8/1/03 No 238 per unit 8.5800
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
36 Greentree I 0.0400 0.0750 Continental
Xxxxxxx
37 Greentree II 0.0400 0.0750 Continental
Xxxxxxx
38 Spring Hollow 0.1250 0.0750 Arbor
39 Valleybrook 0.0400 0.0750 Continental
Xxxxxxx
40 Colony Xxxxx II 0.0400 0.0750 Continental
Xxxxxxx
41 Stillwater 0.0400 0.0750 Continental
Xxxxxxx
42 Xxxxx on XxXxxxx 0.0750 0.0750 GMAC
43 Xxxxxxxx Xxxxx 0.0400 0.0750 First Union
44 Xxxxxxx Xxxxx 0.0400 0.0750 First Union
45 Palm Cove 0.0400 0.0750 First Union
00 Xxxxxx Xxx I 0.0400 0.0750 Continental
Xxxxxxx
47 Xxxxxxxxxx 0.0400 0.0750 Continental
Xxxxxxx
48 Marabou Xxxxx I 0.0400 0.0750 Continental
Xxxxxxx
00 Xxxxxxx Xxxxx 0.0000 0.0750 First Union
50 Country Wood 0.0400 0.0750 First Union
51 Candleridge Park 0.0400 0.0750 First Union
52 Millcreek 0.0400 0.0750 First Union
53 Art Museum 0.0400 0.0750 First Union
-34-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
54 Caribbean Towers 00000 00xx Xxxxxx Xxxxx Xxxxxxxx XX 00000 1,100,000 1,096,972.41
00 Xxxxx Xxxx 0000 00xx Xxxxxx Xxxxx Xxxxxxx Xxxx XX 00000 1,256,000 1,252,543.05
56 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxx Xxx Xxxx XX 00000 15,715,000 15,688,373.82
South
57 298 Mulberry 000 Xxxxxxxx Xxx Xxxx XX 00000 8,606,000 8,591,418.72
58 000 Xxxxxxxx 000 Xxxxxxxx Xxx Xxxx XX 00000 5,683,000 5,673,371.20
59 Ridgeview 000 Xxx Xxxxx Xxxxx Xxxxxxx XX 00000 2,050,000 2,044,509.71
60 Greenhills 0000 Xxxxx Xxxxxxx Xxxxxx Xxxx XX 00000 8,100,000 8,086,626.91
Bicycle Club Avenue
61 Nob Hill 000 Xxxxx Xxxxxxx Xxxxxx Xxxx XX 00000 4,043,000 4,036,556.86
Xxxxxxxxx
00 Xxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,155,000 1,151,711.79
63 Dogwood Xxxxx XX 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,425,000 1,421,055.16
64 Meadowood 000 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1,067,000 1,064,063.24
65 Colonial Arms 00 Xxxx Xxxxxxxx Xxxxx Xxx Xxxxx XX 00000 3,525,000 3,518,084.99
00 Xxxxxxxx Xxxxxxx 15205-15235 18th Xxxxxxxx XX 00000 2,379,000 2,375,564.32
Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxxxxx 00000 Xxxxxxxx Xxxx Xxxxxxx XX 00000 3,654,000 3,652,024.78
68 Royal Sheridan 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 2,950,000 2,944,042.15
00 Xxx Xxxxxx Xxxxx 0000 XX Xxx Xxxxxx Xxxxxxxxxxx XX 00000 1,035,000 1,032,291.80
Road #29
70 Desert Palms 000 Xxxx Xxxxx Xxxx Xxxx XX 00000 3,175,000 3,169,758.08
71 Spanish Oaks 0000 Xxxxxxxxxxx Xxxxxx Xxxxx XX 00000 1,061,000 1,058,885.13
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
54 Caribbean Towers 9,137.19 8.8750 117 297 8/1/06 No 265 per unit 8.7550
00 Xxxxx Xxxx 10,433.00 8.8750 117 297 8/1/06 No 200 per unit 8.7550
56 000 Xxxx Xxxxxx 125,035.60 8.8750 81 357 8/1/03 No 225 per unit 8.7550
South
57 298 Mulberry 68,473.20 8.8750 81 357 8/1/03 No 200 per unit 8.7550
58 304 Mulberry 45,216.50 8.8750 81 357 8/1/03 No 213 per unit 8.7550
59 Ridgeview 17,259.71 9.0400 297 297 8/1/21 No 212 per unit 8.9200
60 Greenhills 65,174.43 9.0000 57 357 8/1/01 No 185 per unit 8.8800
Bicycle Club
61 Nob Hill 33,026.64 9.1700 81 357 8/1/03 No 221 per unit 9.0500
62 Xxxxxx Xxxxx 9,433.06 8.6700 81 297 8/1/03 No 269 per unit 8.5500
63 Dogwood Xxxxx XX 11,802.81 8.8400 117 297 8/1/06 No 251 per unit 8.7200
64 Meadowood 8,863.07 8.8750 117 297 8/1/06 No 307 per unit 8.7550
65 Colonial Arms 29,826.15 9.3750 117 327 8/1/06 No 245 per unit 9.2200
00 Xxxxxxxx Xxxxxxx 20,247.38 9.6400 297 357 8/1/21 No 200 per unit 9.5200
67 Stratford Village 29,532.46 9.0500 84 360 11/1/03 No 235 per unit 8.8450
68 Royal Sheridan 24,636.60 9.2200 117 327 8/1/06 No 200 per unit 9.1000
00 Xxx Xxxxxx Xxxxx 8,813.61 9.1800 117 297 8/1/06 No 321 per unit 9.0600
70 Desert Palms 25,546.77 9.0000 297 357 8/1/21 No 175 per unit 8.8800
71 Spanish Oaks 8,913.43 9.2900 297 327 8/1/21 No 275 per unit 9.0850
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
54 Caribbean Towers 0.0400 0.0750 First Union
00 Xxxxx Xxxx 0.0000 0.0000 Xxxxx Xxxxx
56 000 Xxxx Xxxxxx 0.0400 0.0750 First Union
South
57 298 Mulberry 0.0400 0.0750 First Union
58 304 Mulberry 0.0400 0.0750 First Union
59 Ridgeview 0.0400 0.0750 First Union
60 Greenhills 0.0400 0.0750 First Union
Bicycle Club
61 Nob Hill 0.0400 0.0750 First Union
62 Xxxxxx Xxxxx 0.0400 0.0750 Continental
Xxxxxxx
63 Dogwood Xxxxx XX 0.0400 0.0750 Continental
Xxxxxxx
64 Meadowood 0.0400 0.0750 Continental
Xxxxxxx
65 Colonial Arms 0.0750 0.0750 GMAC
00 Xxxxxxxx Xxxxxxx 0.0400 0.0750 First Union
67 Stratford Village 0.1250 0.0750 Continental
Xxxxxxx
68 Royal Sheridan 0.0400 0.0750 First Union
00 Xxx Xxxxxx Xxxxx 0.0400 0.0750 Continental
Xxxxxxx
00 Xxxxxx Xxxxx 0.0400 0.0750 First Union
71 Spanish Oaks 0.1250 0.0750 Arbor
-35-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
72 Slate Run 000 X. Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 900,000 898,311.97
00 Xxxx Xxxx Xxxxxxx 00000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 18,500,000 18,478,634.91
74 Lindendale 0000 Xxxxxxxxxx Xxxxx Xxxxxxxx XX 00000 1,444,000 1,441,228.47
75 Clearlake Village 0000 Xxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 2,167,000 2,163,899.85
00 Xxxxxxxxx Xxxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx XX 00000 1,842,000 1,838,632.58
Xxxxxx
00 Xxxxxxxxx II 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxxx XX 00000 1,053,000 1,051,002.08
Decatur
78 Country View - 000 Xxxxx Xxxxx Xxxxxxxx XX 00000 1,199,000 1,197,560.00
Wisconsin
79 Country View - 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxx XX 00000 1,400,000 1,397,544.73
Texas
80 Xxxxxxx 0000 00xx Xxxxxx Xxxxxxxxxx XX 00000 3,500,000 3,497,648.57
Apartments
00 Xxxxxx Xxxxx 0000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 2,800,000 2,798,095.74
000 Xxxxxxx Xxxxx 0000 Xxxxxx Xxx Xxxxxxx Xxxxx XX 00000 5,500,000 5,486,357.62
Carmel
Retirement Hotel
I
000 Xxxxxxx Xxxxx 0000 Xxxxxx Xxx Xxxxxxx Xxxxx XX 00000 4,500,000 4,488,838.05
Carmel
Retirement Hotel
II
88 Skyline 0000 Xxx Xxxxxx Xxxxx Xxxx XX 00000 3,893,000 3,890,842.33
89 Skyview 0000 Xxx Xxxxxx Xxxxx Xxxx XX 00000 4,027,000 4,024,768.06
82 Islander Marina 00000 Xxxx Xxxxxx Xxx Xxxxxx Xxx Xxx XX 00000 10,125,000 10,110,315.36
00 Xxxx Xxxxx Xxxxx 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 38,500,000 38,500,000.00
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
72 Slate Run 7,380.96 8.7200 118 298 9/1/06 No 323 per unit 8.6000
00 Xxxx Xxxx Xxxxxxx 145,539.58 8.7500 118 358 9/1/06 No 255 per unit 8.5950
74 Lindendale 11,705.43 8.5800 118 298 9/1/06 No 240 per unit 8.4600
75 Clearlake Village 17,571.14 8.8750 118 328 9/1/06 No 235 per xxxx 0.0000
00 Xxxxxxxxx Xxxxxxx 15,300.63 8.8750 82 298 9/1/03 No 309 per unit 8.7550
77 Ridgewood II 8,585.75 8.6500 118 298 9/1/06 No 297 per unit 8.5300
78 Country View - 9,270.31 8.5600 298 358 9/1/21 Yes 175 per unit 8.4400
Wisconsin
79 Country View - 11,868.82 9.1250 118 298 9/1/06 No 200 per unit 8.9200
Texas
80 Xxxxxxx 29,155.60 9.1900 119 329 10/1/06 No 225 per xxxx 0.0000
Xxxxxxxxxx
00 Xxxxxx Xxxxx 23,195.93 9.1250 83 329 10/1/03 No 267 per unit 9.0050
169 Xxxxxxx Hills 48,053.32 9.5000 117 297 8/1/06 No 252 per unit 9.3800
Carmel
Retirement Hotel
I
170 Xxxxxxx Hills 39,316.35 9.5000 117 297 8/1/06 No 250 per unit 9.3800
Carmel
Retirement Hotel
II
88 Skyline 31,128.08 8.9300 359 359 10/1/26 No 150 per unit 8.8100
89 Skyview 32,199.53 8.9300 359 359 10/1/26 No 150 per unit 8.8100
82 Islander Marina 92,731.52 9.2500 239 239 10/1/16 Yes 299 per unit 9.1300
00 Xxxx Xxxxx Xxxxx 313,248.70 9.1250 120 360 11/1/06 No 250 per unit 8.9700
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
72 Slate Run 0.0400 0.0750 Continental
Xxxxxxx
00 Xxxx Xxxx Xxxxxxx 0.0000 0.0750 GMAC
74 Lindendale 0.0400 0.0750 Continental
Xxxxxxx
75 Clearlake Village 0.0400 0.0750 First Xxxxx
00 Xxxxxxxxx Xxxxxxx 0.0400 0.0750 First Union
77 Ridgewood II 0.0400 0.0750 Continental
Xxxxxxx
78 Country View - 0.0400 0.0750 First Union
Wisconsin
79 Country View - 0.1250 0.0750 Continental
Texas Xxxxxxx
80 Xxxxxxx 0.0400 0.0750 First Union
Apartments
00 Xxxxxx Xxxxx 0.0000 0.0750 First Union
169 Xxxxxxx Hills 0.0400 0.0750 First Union
Carmel
Retirement Hotel
I
170 Xxxxxxx Hills 0.0400 0.0750 First Union
Carmel
Retirement Hotel
II
88 Skyline 0.0400 0.0750 First Union
89 Skyview 0.0400 0.0750 First Union
82 Islander Marina 0.0400 0.0750 First Union
83 Park Towne Place 0.0750 0.0750 GMAC
-36-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
(3)*108 1111 Beacon 0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 5,700,000 5,693,749.67
Street***
(3)*108 1101 Beacon 0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 4,000,000 3,995,613.80
Xxxxxx***
00 Xxxxx Xxxx Xxxx 0000 X. Xxx Xxxxxx Xxxxxxxxx XX 5,800,000 5,775,323.17
95 5354 Dixie 0000 Xxxxx Xxxxxxx Xxxxxxxxxx XX 683,000 677,035.33
Xxxxxxx
00 000 Xxxxxxxx 000 Xxxxxxxx Xxxxx Xxxxxxxxxx XX 865,000 857,445.92
Drive
97 0000 Xxxx Xxxxxx 0000 Xxxx Xxxxxx - Xxxxxxxx XX 741,000 734,528.82
- Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx
00 Xxxxxxx Xxxxxx II 000-000 Xxxxx Xxxxxx Xxxxxxx XX 4,433,000 4,404,270.30
99 Kensington 000 0xx Xxxxxx XX Xxxxxxx XX 00000 1,700,000 1,690,003.51
Cottages
100 G-5054 Xxxxxx X-0000 Xxxxxx Xxxx Xxxxx XX 849,000 841,585.65
Road
000 Xxxxxx Xxxxx X.X. Xxxxxxx 000 Xxxxxx XX 00000 6,600,000 6,577,790.46
Shopping Center
102 Norwest Bank 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx XX 1,110,000 1,105,277.37
Building
103 0000 Xxxxx Xxxx 0000 Xxxxx Xxxx Xxxxxxxxxx XX 657,000 651,262.39
104 4180 Plainfield 0000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 659,000 653,423.78
Xxxxxxxxx Xxxxxxxxx
000 Xxxxx 00 00000 Xxxxxxx Xxxx Xxxxxxx XX 00000 1,264,000 1,259,803.05
106 Xxxxxx Furniture 0000 Xxxxxxxxx Xxxxxxxxx XX 2,600,000 2,586,394.59
Store Expressway
000 Xxxxx Xxxx 0000 Xxxx Xxxxxx Xxxx X Xxxxxxxxx XX 1,598,000 1,593,952.45
Shopping Center
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
(3)*108 1111 Beacon 78,048.39 9.0000 118 358 9/1/06 No 295 per unit 8.8800
Street***
(3)*108 1101 Beacon 78,048.39 9.0000 118 358 9/1/06 No 0.29 per sq. ft. 8.8800
Xxxxxx***
00 Xxxxx Xxxx Xxxx 50,171.35 9.3750 115 295 6/1/06 No 0.16 per sq. ft. 9.2550
95 5354 Dixie 6,310.81 9.3750 114 234 5/1/06 No 0.13 per sq. ft. 9.2550
Xxxxxxx
00 000 Xxxxxxxx 7,992.46 9.3750 114 234 5/1/06 No 0.67 per sq. ft. 9.2550
Xxxxx
00 0000 Xxxx Xxxxxx 6,846.72 9.3750 114 234 5/1/06 No 0.77 per sq. ft. 9.2550
- Granville Xxxx
00 Xxxxxxx Xxxxxx II 36,928.75 8.9100 113 293 4/1/06 Yes 0.16 per sq. ft. 8.7900
99 Kensington 14,852.84 9.5000 113 293 4/1/06 No 300 per unit 9.3800
Cottages
100 G-5054 Xxxxxx 7,844.62 9.3750 114 234 5/1/06 No 0.37 per sq. ft. 9.2550
Xxxx
000 Xxxxxx Xxxxx 53,875.78 9.0000 115 331 6/1/06 No 0.10 per sq. ft. 8.8800
Shopping Center
102 Norwest Bank 9,601.76 9.3750 115 295 6/1/06 No 0.15 per sq. ft. 9.1700
Xxxxxxxx
000 0000 Xxxxx Xxxx 6,070.57 9.3750 114 234 5/1/06 No 0.70 per sq. ft. 9.2550
104 4180 Plainfield 6,196.64 9.6250 114 234 5/1/06 No 0.53 per sq. ft. 9.5050
Northeast
000 Xxxxx 00 11,043.53 9.5000 116 296 7/1/06 No 0.15 per sq. ft. 9.3800
106 Xxxxxx Furniture 22,265.93 9.2500 78 294 5/1/03 No 0.05 per sq. ft. 9.1300
Store
000 Xxxxx Xxxx 13,823.07 9.3750 117 297 8/1/06 No 0.11 per sq. ft. 9.1700
Shopping Center
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
(3)*108 1111 Beacon 0.0400 0.0750 First Union
Street***
(3)*108 1101 Beacon 0.0400 0.0750 First Xxxxx
Xxxxxx***
00 Xxxxx Xxxx Mall 0.0400 0.0750 First Union
95 5354 Dixie 0.0400 0.0750 First Xxxxx
Xxxxxxx
00 801 Eastgate 0.0400 0.0750 First Xxxxx
Xxxxx
00 0000 Xxxx Xxxxxx 0.0400 0.0750 First Xxxxx
- Xxxxxxxxx Xxxx
00 Xxxxxxx Xxxxxx II 0.0400 0.0750 First Union
99 Kensington 0.0400 0.0750 First Union
Cottages
100 G-5054 Xxxxxx 0.0400 0.0750 First Xxxxx
Xxxx
000 Xxxxxx Xxxxx 0.0400 0.0750 First Union
Shopping Center
102 Norwest Bank 0.1250 0.0750 Continental
Building Xxxxxxx
103 4810 Outer Loop 0.0400 0.0750 First Union
104 4180 Plainfield 0.0400 0.0750 First Union
Northeast
105 Plaza 59 0.0400 0.0750 First Union
106 Xxxxxx Furniture 0.0400 0.0750 First Union
Store
107 Tower Xxxx 0.1250 0.0750 Continental
Shopping Center Xxxxxxx
-37-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
109 Arcadia Lakes 0000 Xxx Xxxxx Xxxx Xxxxxxxx XX 1,500,000 1,496,039.01
Shopping Center
110 Central Shopping 0000 X.X. 0 Xxxxxx Xxxxx XX 00000 13,650,000 13,603,720.96
Center
000 Xxx-Xxxx Xxxxx 000 Xxxx Xxxx Xxxxxx Xxx Xxxxxxx XX 00000 1,935,000 1,930,098.87
Shopping Center
112 Days Inn - 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx XX 1,650,000 1,645,843.44
Xxxxxxxxx Xxxxxxx Xxxxxxxxx
000 Xxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxxxx XX 2,255,000 2,249,636.84
Office Building
000 Xxxx Xxxxx Xxxxx 0000-0000 Xxxxxxxxxx Xxxxxxx XX 00000 1,450,000 1,440,338.13
Road
115 163 / 174 163 & 000 Xxxxxxx Xxxxxx XX 1,515,000 1,510,073.85
Newbury Xxxxxx Xxxxxx
000 00-00 Xxxxxxxxx 00 - 00 Xxxxxxxxx Xxxxxx XX 00000 6,600,000 6,583,465.78
Xxxxxx Xxxxxx
000 Xxxxx Healthcare 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000 630,000 627,951.50
Management Plaza
118 415 Hamburg 000 Xxxxxxx Xxxxxxxx Xxxxx XX 00000 8,684,000 8,668,450.28
Turnpike
119 Lynnfield 000-000 Xxxx Xxxxxx Xxxxxxxxx XX 00000 1,761,000 1,756,483.22
Shopping Centre
120 SMC 316 0000 Xxxxxx Xxxxxxxx Xxxxxxxxx XX 00000 2,810,000 2,810,000.00
121 XXX 000 0000 X. Xxxxxx Xxxx Xxxxx XX 2,848,000 2,848,000.00
122 SMC 452 000 Xxxxx Xxx Xxxxx Xxxxxxx Xxxxx XX 2,810,000 2,810,000.00
000 XXX 000 000 Xxxxx Xxxxxxxx Xxxxxxxxxxx XX 2,773,000 2,773,000.00
Drive
126 SMC 309 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx XX 2,698,000 2,698,000.00
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
109 Arcadia Lakes 12,716.59 9.1250 81 297 8/1/03 No 0.10 per sq. ft. 8.9700
Shopping Center
110 Central Shopping 118,075.68 9.3750 116 296 7/1/06 No 0.12 per sq. ft. 9.2050
Center
000 Xxx-Xxxx Xxxxx 16,738.20 9.3750 117 297 8/1/06 No 0.11 per sq. ft. 9.2550
Shopping Center
112 Days Inn - 16,334.96 10.3750 118 238 9/1/06 No 4% of gross rev. 10.2550
Flagstaff
113 Park Forest 20,095.15 9.7500 81 297 8/1/03 No 0.20 per sq. ft. 9.6300
Office Building
114 Xxxx Creek Plaza 11,911.23 8.7400 113 293 4/1/06 No 0.30 per sq. ft. 8.6200
115 163 / 174 13,368.38 9.6250 116 296 7/1/06 No 0.20 per sq. ft. 9.5050
Xxxxxxx Xxxxxx
000 00-00 Xxxxxxxxx 57,021.65 9.6250 116 326 7/1/06 No 0.28 per sq. ft. 9.5050
Avenue
117 Xxxxx Healthcare 5,559.13 9.6250 80 296 7/1/03 No 0.20 per sq. ft. 9.5050
Xxxxxxxxxx Xxxxx
000 000 Xxxxxxx 72,875.81 9.0000 118 298 9/1/06 No 0.23 per sq. ft. 8.8800
Turnpike
119 Lynnfield 15,057.12 9.5000 116 326 7/1/06 No 0.23 per sq. ft. 9.3800
Shopping Centre
120 SMC 316 28,962.41 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
121 SMC 202 29,354.07 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
122 SMC 452 28,962.41 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
125 SMC 343 28,581.05 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
126 SMC 309 27,808.04 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
109 Arcadia Lakes 0.0750 0.0750 GMAC
Shopping Center
110 Central Shopping 0.0900 0.0750 First Union
Center
000 Xxx-Xxxx Xxxxx 0.0400 0.0750 First Union
Shopping Center
112 Days Inn - 0.0400 0.0750 First Union
Flagstaff
113 Park Forest 0.0400 0.0750 First Xxxxx
Xxxxxx Xxxxxxxx
000 Xxxx Xxxxx Xxxxx 0.0400 0.0750 First Union
115 163 / 174 0.0400 0.0750 First Union
Xxxxxxx Xxxxxx
000 00-00 Xxxxxxxxx 0.0400 0.0750 First Union
Avenue
117 Xxxxx Healthcare 0.0400 0.0750 First Union
Xxxxxxxxxx Xxxxx
000 000 Xxxxxxx 0.0400 0.0750 First Union
Turnpike
119 Lynnfield 0.0400 0.0750 First Union
Shopping Centre
120 SMC 316 0.0400 0.0750 First Union
121 SMC 202 0.0400 0.0750 First Union
122 SMC 452 0.0400 0.0750 First Union
125 SMC 343 0.0400 0.0750 First Union
126 SMC 309 0.0400 0.0750 First Union
-38-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
127 XXX 000 0000 Xxxxx Xxxx Xxxxxxxxx XX 2,735,000 2,735,000.00
128 SMC 214 1636 Xxxxxx Xxxxxx Houma LA 2,286,000 2,286,000.00
King Blvd.
130 SMC 532 0000 Xxxxxx Xxxx Xxxxxxxx XX 2,660,000 2,660,000.00
000 XXX 000 0000 Xxxxxxx Xxxx Xxxxxxx XX 2,848,000 2,848,000.00
132 SMC 190 5537 N.W. Expressway Warr Acres OK 2,398,000 2,398,000.00
133 SMC 259 0000 Xxxxxxxx Xxxx Xxxxxxxxx XX 2,735,000 2,735,000.00
134 XXX 000 00000 X. Xxxxxxx Xxxxxx XX 2,885,000 2,885,000.00
Expressway
135 SMC 353 00000 Xxxxxxx Xxxxxxx Xxxxxxx XX 3,110,000 3,110,000.00
000 XXX 000 0000 XXX 0 Xxxxx Xxxxxxx XX 2,585,000 2,585,000.00
137 SMC 276 000 X. Xxxxxxxxxx 00 XxXxxxx XX 3,073,000 3,073,000.00
138 SMC 440 0000 X. Xxxxxxxx Xxxx Xxxxxxxxxx XX 2,286,000 2,286,000.00
139 SMC 277 0000 Xxxxxxxxx Xxxx 000 Xxx Xxxxxxx XX 2,623,000 2,623,000.00
140 SMC 360 0000 Xxxx Xxxxx Xx. Xxxx Xxxxx XX 3,447,000 3,447,000.00
141 SMC 348 0000 Xxxxxxxx Xxxx Xxxxxxxxxx XX 3,220,000 3,220,000.00
142 Sigo Shopping 000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 2,100,000 2,098,631.51
Center
145 Intelligent 0000 Xxxxxx Xxxx Xxxxxxx XX 00000 11,250,000 11,244,167.76
Electronics
146 Allflex USA, Inc. 0000 X. 00xx Xxxxxx Xxxxxx XX 00000 1,100,000 1,097,190.10
147 Flagler 251 000 Xxxx Xxxxxxx Xxxxxx Xxxxx XX 00000 10,800,000 10,800,000.00
000 Xxxxxx Xxxx 0000 Xxxxxx Xxxxxx Xxxxx XX 00000 3,000,000 3,000,000.00
Business Center Charleston
- Phase II
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
127 SMC 441 28,189.39 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
128 SMC 214 23,561.59 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
130 SMC 532 27,416.37 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
131 SMC 389 29,354.07 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
132 SMC 190 24,715.96 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
133 SMC 259 28,189.39 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
134 SMC 359 29,735.43 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
135 SMC 353 32,054.48 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
136 SMC 042 26,643.36 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
137 SMC 276 31,673.13 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
138 SMC 440 23,561.59 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
139 SMC 277 27,035.02 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
140 SMC 360 35,527.91 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
141 SMC 348 33,188.24 9.2750 180 180 11/1/11 No 0.10 per sq. ft. 9.1550
142 Sigo Shopping 18,212.24 9.6250 119 323 10/1/06 No 0.12 per sq. ft. 9.5050
Center
145 Intelligent 92,550.99 9.2500 119 359 10/1/06 No 0.05 per sq. ft. 9.1300
Electronics
146 Allflex USA, Inc. 11,403.65 9.3750 179 179 10/1/11 Yes 0.22 per sq. ft. 9.2550
147 Flagler 251 89,710.55 8.8750 84 300 11/1/03 No 0.15 per sq. ft. 8.7550
000 Xxxxxx Xxxx 30,539.64 9.0625 120 180 11/1/06 No 0.10 per sq. ft. 8.9425
Business Center
- Phase II
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
127 SMC 441 0.0400 0.0750 First Union
128 SMC 214 0.0400 0.0750 First Union
130 SMC 532 0.0400 0.0750 First Union
131 SMC 389 0.0400 0.0750 First Union
132 SMC 190 0.0400 0.0750 First Union
133 SMC 259 0.0400 0.0750 First Union
134 SMC 359 0.0400 0.0750 First Union
135 SMC 353 0.0400 0.0750 First Union
136 SMC 042 0.0400 0.0750 First Union
137 SMC 276 0.0400 0.0750 First Union
138 SMC 440 0.0400 0.0750 First Union
139 SMC 277 0.0400 0.0750 First Union
140 SMC 360 0.0400 0.0750 First Union
141 SMC 348 0.0400 0.0750 First Union
142 Sigo Shopping 0.0400 0.0750 First Union
Center
145 Intelligent 0.0400 0.0750 First Union
Electronics
146 Allflex USA, Inc. 0.0400 0.0750 First Union
147 Flagler 251 0.0400 0.0750 First Union
148 Rivers Park 0.0400 0.0750 First Union
Business Center
- Phase II
-39-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
149 Normandy Village 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 2,550,000 2,550,000.00
150 Pelham 6 0 Xxxxx Xxxxx Xxxxxxxxxx XX 1,750,000 1,750,000.00
000 Xxxxx Xxxxx 000 X. Xxxxx Xxxxx Xxxxxxxxx XX 00000 1,950,000 1,948,734.80
Shopping Center
152 The Port 000 Xxxx Xxxxxx Xxxxxx Xxxx XX 00000 17,000,000 16,975,344.30
Authority of
NY/NJ Technical
Center
153 Best Buy 00000 Xxxxxxxx Xxxx 000 Xxxxxxx XX 00000 18,375,000 18,365,221.50
Distribution
Center
000 Xxxxxx Xxxx 0000-0000 Xxxxxxx Xxx. Xxxxxxx XX 6,098,000 6,098,000.00
Shoppes
156 Comfort Inn - 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxx XX 2,600,000 2,596,631.23
Mt. Airy
000 Xxxxxxxx 0000 Xxxxxx X Xxxxxxxx XX 2,642,000 2,639,643.43
Marketplace
000 Xxxxxx 00000, 00000 & Xxxxxx XX 10,650,000 10,631,616.04
International 11816-11832 Sunrise
Center Valley Drive
160 Xxxx Butte Center Xxxxxx xx X. 0xx Xxxxxxx XX 1,410,000 1,408,843.38
Xxxxxx & Xxxxxxxxxxx
Xxxx
000 Xxxxx Xx SE Corner of South Colorado CO 1,870,000 1,868,400.24
Shopping Xxxxxx Xxxxxx Xx. & Xxxxxxx Xxxxxxx
Xx.
000 0 Star Mobile 000 Xxxxxx Xxxx Xxxxxx Xxxx XX 3,700,000 3,693,905.75
Home Park
000 000 Xxxxx 00 000 Xxxxx 00 Xxxxx Xxxxxxx XX 00000 6,591,000 6,586,839.35
South
165 Las Villas del 0000 Xxx Xxxxxx Xxx Xxxxxxxxx XX 00000 9,233,000 9,226,041.33
Norte
000 Xxxxxxx Xxx - 000 Xxxxxxxx Xx. / Xxxxxxxxxxxx XX 2,500,000 2,500,000.00
Simpsonville I-385, Exit 27
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
149 Normandy Village 21,399.51 9.0000 120 300 11/1/06 No 0.10 per sq. ft. 8.8800
150 Pelham 6 14,911.28 9.1875 120 300 11/1/06 No 0.10 per sq. ft. 9.0675
000 Xxxxx Xxxxx 16,499.57 9.3750 119 329 10/1/06 No 0.15 per sq. ft. 9.2550
Shopping Center
152 The Port 155,697.36 9.2500 239 239 10/1/16 No 0.14 per sq. ft. 9.1300
Authority of
NY/NJ Technical
Center
153 Best Buy 149,505.06 9.1250 119 359 10/1/06 No 0.05 per sq. ft. 9.0050
Distribution
Center
155 Willow Wood 49,615.34 9.1250 84 360 11/1/03 No 0.26 per sq. ft. 9.0050
Shoppes
156 Comfort Inn - 25,306.27 10.1250 119 239 10/1/06 No 4% of gross rev. 10.0050
Mt. Airy
158 Palmdale 22,171.57 9.0000 83 299 10/1/03 No 0.14 per sq. ft. 8.8800
Marketplace
159 Reston 90,984.30 9.2200 82 298 9/1/03 No 0.10 per sq. ft. 9.1000
International
Center
160 Xxxx Butte Center 12,319.12 9.5000 83 299 10/1/03 No 0.18 per sq. ft. 9.3800
161 Valli Hi 16,014.34 9.2500 119 299 10/1/06 No 0.20 per sq. ft. 9.1300
Shopping Center
163 7 Star Mobile 32,326.78 9.5000 118 298 9/1/06 No 31 per pad 9.3800
Home Park
164 501 Route 17 56,449.25 9.5200 119 329 10/1/06 No 0.29 per sq. ft. 9.4000
South
165 Las Villas del 83,900.34 10.0000 119 299 10/1/06 No 250 per unit 9.8800
Norte
168 Comfort Inn - 26,105.62 9.5000 180 180 11/1/11 No 4% of gross rev. 9.3800
Simpsonville
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
149 Normandy Village 0.0400 0.0750 First Union
150 Pelham 6 0.0400 0.0750 First Union
000 Xxxxx Xxxxx 0.0400 0.0750 First Union
Shopping Center
152 The Port 0.0400 0.0750 First Union
Authority of
NY/NJ Technical
Center
153 Best Buy 0.0400 0.0750 Key Corp
Distribution
Center
155 Willow Wood 0.0400 0.0750 First Union
Shoppes
156 Comfort Inn - 0.0400 0.0750 First Union
Mt. Airy
158 Palmdale 0.0400 0.0750 First Union
Marketplace
159 Reston 0.0400 0.0750 First Union
International
Center
160 Xxxx Butte Center 0.0400 0.0750 First Union
161 Valli Hi 0.0400 0.0750 First Union
Shopping Center
163 7 Star Mobile 0.0400 0.0750 First Union
Home Park
164 501 Route 17 0.0400 0.0750 First Union
South
165 Las Villas del 0.0400 0.0750 First Union
Norte
168 Comfort Inn - 0.0400 0.0750 First Union
Simpsonville
-40-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx 0000 XX 00 Xxxx Xxxxxxxxx XX 3,940,000 3,934,683.15
000 Xxxxxxx Xxxx 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 6,635,000 6,628,003.22
Square Road
000 Xxxxxxxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxx Xxxxxxx XX 8,225,000 8,216,326.52
000 Xxxxxxxxxxx Xxxxx 000 Xxxxxxx Xxxxx Xxxx Xxxxxx XX 00000 6,800,000 6,788,562.33
175 Village Shopping 00000 XX 00xx Xxx. Xxxxx XX 00000 2,000,000 1,996,564.87
Center
000 Xxxxxxxx Xxxx 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx XX 4,375,000 4,371,559.61
West Retirement
Hotel
144 Tarzana Town 00000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 2,973,000 2,973,000.00
Plaza
---------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
---------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx 32,813.91 9.1875 171 328 2/1/11 No 0.22 per sq. ft. 9.0675
172 Tamarac Town 54,284.27 9.1875 155 358 10/1/09 No 0.22 per sq. ft. 9.0675
Square
000 Xxxxxxxxx Xxxxxx 67,292.86 9.1875 184 358 3/1/12 No 0.10 per sq. ft. 9.0675
174 Countryside Lakes 58,821.58 9.3750 118 298 9/1/06 No 292 per unit 9.2550
175 Village Shopping 17,127.64 9.2500 118 298 9/1/06 No 0.26 per sq. ft. 9.1300
Center
000 Xxxxxxxx Xxxx 38,987.26 9.7500 119 299 10/1/06 No 225 per unit 9.6300
West Retirement
Hotel
144 Tarzana Town 26,085.69 9.8125 120 330 11/1/06 No 0.11 per sq. ft. 9.6925
Plaza
---------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
---------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxxx 0.0400 0.0750 First Xxxxx
000 Xxxxxxx Xxxx 0.0400 0.0750 First Union
Square
000 Xxxxxxxxx Xxxxxx 0.0000 0.0750 First Union
174 Countryside Lakes 0.0400 0.0750 First Union
175 Village Shopping 0.0400 0.0750 First Xxxxx
Xxxxxx
000 Xxxxxxxx Xxxx 0.0400 0.0750 First Union
West Retirement
Hotel
144 Tarzana Town 0.0400 0.0750 First Xxxxx
Xxxxx
-00-
XXXXXXX X
MORTGAGE FILE SCHEDULE
None.
EXHIBIT C
MORTGAGE PROPERTIES SUBJECT TO
SECONDARY LIENS
-2-
First Union
Control No. Property
----------- --------
4 Xxxxxxx Xxxx
0 Xxxx Xxx Xxxx
14 Williamstown Bay III
00 Xxxxxxxxxx
00 Xxxx Xxxx
00 Xxxxxxx Xxxxx
00 Xxxxxxxx Xxxxxxx
00 Xxxxxx Xxxxx
00 Xxxxxxx Xxxx - Xxxxxxxxx
159 Reston International Center
EXHIBIT D
LIST OF PRINCIPAL BORROWERS
WITH MULTIPLE MORTGAGE LOANS
-3-
FU
FIRST UNION
BORROWER
Control # Property Name Property Type Orig. Balance 11/1/96 Cutt-off Balance
88 Skyline Multifamily 3,893,000 3,890,842.33
89 Skyview Multifamily 4,027,000 4,024,768.06
7,915,610.39 0.70%
-----------------
169 Xxxxxxx Hills Carmel Retirement Hotel I Multifamily 5,500,000 5,486,357.62
170 Xxxxxxx Hills Carmel Retirement Hotel II Multifamily 4,500,000 4,488,838.05
-----------------
9,975,195.67 0.88%
36 Greentree I Multifamily 725,000 722,426.99
37 Greentree II Multifamily 546,000 544,049.38
39 Valleybrook Multifamily 1,594,000 1,588,229.50
40 Colony Xxxxx II Multifamily 1,607,000 1,601,182.44
41 Stillwater Multifamily 985,000 981,350.87
00 Xxxxxx Xxx I Multifamily 1,693,000 1,686,727.94
47 Xxxxxxxxxx Multifamily 2,137,000 2,129,289.29
48 Marabou Xxxxx I Multifamily 1,475,000 1,469,677.91
62 Xxxxxx Xxxxx Multifamily 1,155,000 1,151,711.79
63 Dogwood Xxxxx XX Multifamily 1,425,000 1,421,055.16
64 Meadowood Multifamily 1,067,000 1,064,063.24
00 Xxx Xxxxxx Xxxxx Multifamily 1,035,000 1,032,291.80
72 Slate Run Multifamily 900,000 898,311.97
74 Lindendale Multifamily 1,444,000 1,441,228.47
77 Ridgewood II Multifamily 1,053,000 1,051,002.08
-----------------
18,782,598.83 1.65%
54 Caribbean Towers Multifamily 1,100,000 1,096,972.41
00 Xxxxx Xxxx Multifamily 1,256,000 1,252,543.05
-----------------
2,349,515.46 0.21%
27 Cedar Village Multifamily 3,750,000 3,737,350.95
28 Elsmere Multifamily 1,288,000 1,282,405.08
29 Xxxxxx Xxxxx Multifamily 1,488,000 1,481,536.31
-2-
30 Morgan Manor Multifamily 2,325,000 2,314,900.48
31 Franklin Multifamily 925,000 912,999.61
32 Mountain Top Multifamily 1,220,000 1,215,787.85
-----------------
10,944,980.28 0.96%
000 Xxxxxxxxx Xxxxxx Retail 3,940,000 3,934,683.15
000 Xxxxxxx Xxxx Xxxxxx Retail 6,635,000 6,628,003.22
000 Xxxxxxxxx Xxxxxx Retail 8,225,000 8,216,326.52
-----------------
18,779,012.89 1.65%
95 0000 Xxxxx Xxxxxxx Retail 683,000 677,035.33
96 000 Xxxxxxxx Xxxxx Retail 865,000 857,445.92
97 0000 Xxxx Xxxxxx - Xxxxxxxxx Xxxx Retail 741,000 734,528.82
000 X-0000 Xxxxxx Xxxx Retail 849,000 841,585.65
103 4810 Outer Loop Retail 657,000 651,262.39
104 4180 Plainfield Northeast Retail 659,000 653,423.78
-----------------
4,415,281.89 0.39%
115 163 / 000 Xxxxxxx Xxxxxx Retail 1,515,000 1,510,073.85
-3-
116 00-00 Xxxxxxxxx Xxxxxx Multifamily/Retail 6,600,000 6,583,465.78
-----------------
8,093,539.63 0.71%
1 Park Victoria Multifamily 2,607,000 2,588,494.07
2 Woodcrest Multifamily 4,728,000 4,694,438.03
3 Morningside Multifamily 1,658,000 1,646,230.60
7 Park Colony Multifamily 1,425,000 1,414,925.32
00 Xxxxxxxxxx Xxxxx Multifamily 2,451,000 2,433,671.54
15 Lakewood Multifamily 1,950,000 1,938,104.70
00 Xxxxxxxx Xxxxx Multifamily 2,054,000 2,041,957.91
50 Country Wood Multifamily 2,242,000 2,235,700.66
00 Xxxxxxxxxxx Xxxx Multifamily 2,309,000 2,303,910.04
52 Millcreek Multifamily 1,935,000 1,929,563.24
-----------------
23,226,996.11 2.04%
56 000 Xxxx Xxxxxx Xxxxx Multifamily 15,715,000 15,688,373.82
57 298 Mulberry Multifamily 8,606,000 8,591,418.72
58 304 Mulberry Multifamily 5,683,000 5,673,371.20
-----------------
-4-
29,953,163.74 2.63%
14 Williamstown Bay III Multifamily 850,000 846,987.18
26 Riverplace Multifamily 1,033,000 1,030,147.92
78 Country View - Wisconsin Multifamily 1,199,000 1,197,560.00
-----------------
3,074,695.10 0.27%
25 Sunwood Villa Multifamily 8,100,000 8,075,742.70
60 Greenhills Bicycle Club Multifamily 8,100,000 8,086,626.91
-----------------
16,162,369.61 1.42%
5 Seville Multifamily 1,380,000 1,371,005.04
8 Northside Villas Multifamily 3,036,000 3,019,786.93
9 Rolling Hills Multifamily 3,108,000 3,086,898.97
10 Stonegate Multifamily 1,106,000 1,100,332.51
11 Villager Multifamily 568,000 564,952.82
19 The Ashford Multifamily 1,238,000 1,233,709.78
20 Regency on Xxxxxxx Multifamily 1,809,000 1,802,731.01
-----------------
12,179,417.06 1.07%
-0-
0 Xxxx Xxx Xxxx Multifamily 2,000,000 1,991,554.06
00 Xxxx Xxxx Multifamily 2,500,000 2,494,475.98
70 Desert Palms Multifamily 3,175,000 3,169,758.08
-----------------
7,655,788.12 0.67%
33 0000 Xxxxxxxxx Xxxxxx Multifamily 825,000 821,562.26
34 0000-00 Xxxxxx Xxxxxx Multifamily 1,100,000 1,096,219.80
-----------------
1,917,782.06 0.17%
120 SMC 316 Retail 2,810,000 2,810,000.00
121 SMC 202 Retail 2,848,000 2,848,000.00
122 SMC 452 Retail 2,810,000 2,810,000.00
125 SMC 343 Retail 2,773,000 2,773,000.00
126 SMC 309 Retail 2,698,000 2,698,000.00
127 SMC 441 Retail 2,735,000 2,735,000.00
128 SMC 214 Retail 2,286,000 2,286,000.00
130 SMC 532 Retail 2,660,000 2,660,000.00
131 SMC 389 Retail 2,848,000 2,848,000.00
132 SMC 190 Retail 2,398,000 2,398,000.00
133 SMC 259 Retail 2,735,000 2,735,000.00
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134 SMC 359 Retail 2,885,000 2,885,000.00
135 SMC 353 Retail 3,110,000 3,110,000.00
136 SMC 042 Retail 2,585,000 2,585,000.00
137 SMC 276 Retail 3,073,000 3,073,000.00
138 SMC 440 Retail 2,286,000 2,286,000.00
139 SMC 277 Retail 2,623,000 2,623,000.00
140 SMC 360 Retail 3,447,000 3,447,000.00
141 SMC 348 Retail 3,220,000 3,220,000.00
-----------------
52,830,000.00 4.64%
000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx - Xxxxx II Office 3,000,000 3,000,000.00
000 Xxxxxxxx Xxxxxxx Retail 2,550,000 2,550,000.00
150 Pelham 6 Industrial 1,750,000 1,750,000.00
-----------------
7,300,000.00 0.64%
43 Xxxxxxxx Xxxxx Multifamily 2,434,000 2,426,779.94
00 Xxxxxxx Xxxxx Multifamily 1,147,000 1,143,597.61
53 Art Museum Multifamily 2,140,000 2,135,238.72
-----------------
5,705,616.27 0.50%
-7-
00 Xxxx Xxxx Xxxxxxx Multifamily 18,500,000 18,478,634.91
00 Xxxx Xxxxx Xxxxx Multifamily 38,500,000 38,500,000.00
-----------------
56,978,634.91 5.01%
Total Pool Balance $1,138,308,859.76
-8-
