MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of June 1, 1997 (the
"Agreement"), between Xxxxxxx Xxxxx Mortgage Capital Inc. (the "Seller") and
Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase, without
recourse except as specifically provided herein, certain multifamily and
commercial mortgage loans (the "Mortgage Loans") as provided herein. The
Purchaser intends to deposit them, together with the Daiwa Mortgage Loans (as
defined below) and GECA 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 June 1, 1997 (the
"Cut-off Date"), among the Purchaser as depositor, GE Capital Asset Management
Corporation as master servicer (in such capacity, the "Master Servicer"), GE
Capital Realty Group, Inc. as special servicer (in such capacity, the "Special
Servicer"), General Electric Capital Corporation, ABN AMRO Bank N.V. as fiscal
agent (in such capacity, the "Fiscal Agent") and LaSalle National Bank 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 June 1, 1997, between Daiwa Finance Corp. ("Daiwa") and the Purchaser (the
"Daiwa Agreement") and pursuant to a Mortgage Loan Purchase Agreement, dated as
of June 1, 1997, between GE Capital Access, Inc. ("GECA") and the Purchaser (the
"GECA Agreement"). Such mortgage loans (the "Daiwa Mortgage Loans" and the "GECA
Mortgage Loans", respectively) 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,
without recourse except as specifically provided herein, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans. (The Mortgage Loans identified on the Mortgage
Loan Schedule shall hereinafter be referred to as the "MLMC Mortgage Loans.")
The MLMC Mortgage Loans will have an aggregate principal balance of $498,496,030
(the "MLMC 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
MLMC Balance, the Daiwa Balance (as defined in the Daiwa Agreement) and the GECA
Balance (as defined in the GECA Agreement) together equal an aggregate principal
balance (the "Initial Pool Balance") of $840,787,856. The purchase and sale of
the MLMC Mortgage Loans shall take place on June 26, 1997 or such other date as
shall be mutually acceptable to the parties hereto (the "Closing Date"). The
consideration for the MLMC Mortgage Loans shall consist of a cash amount equal
to (A) 100% of the MLMC Balance, plus (B) interest accrued on each MLMC Mortgage
Loan at the related 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 MLMC 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 MLMC
Mortgage Loans identified on the Mortgage Loan Schedule as of such date. 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 MLMC 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 MLMC 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 MLMC Mortgage Loan (each a "Mortgage
File"). All Mortgage Files so delivered will be held by the Trustee in escrow at
all times prior to the Closing Date. Each Mortgage File shall,
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except as otherwise disclosed on Exhibit B hereto, contain the following
documents:
(i) the original executed Mortgage Note, endorsed (including
interim endorsements and without recourse, representation or
warranty, express or implied) to the order of LaSalle National
Bank, as trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Investors, Inc., Mortgage Pass-Through Certificates,
Series 1997-C1;
(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 LaSalle National Bank, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 1997-C1;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan, in favor of LaSalle National Bank, as
trustee for the registered holders of Xxxxxxx Xxxxx Mortgage
Investors, Inc., Mortgage Pass-Through Certificates, Series
1997-C1, in recordable form;
(vi) originals or copies of any written modification agreements in
those instances where the terms or provisions 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 in connection with 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
(viii) filed copies of any prior UCC Financing Statements in favor
of the originator of such
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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 LaSalle National Bank, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 1997-C1.
(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 clause (iv) 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 promptly prepare a substitute therefor or cure
such defect or cause such to be done, as the case may be, and the Seller shall
promptly deliver such substitute or corrected document or instrument to the
Purchaser or its designee.
(e) All documents necessary to the servicing of the MLMC 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 corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
and possesses all requisite authority, power, licenses, permits and franchises
to execute, deliver and comply with its obligations under the terms of this
Agreement and to carry on its business as currently conducted by it, except
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to the extent that the failure to obtain the same would not, in the Seller's
good faith judgment, materially and adversely affect the condition (financial or
other), operations of the Seller or its properties, or the value of the Mortgage
Loans.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller and, assuming due authorization, execution and
delivery hereof by 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 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 certificate of incorporation 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 certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Seller's reasonable and good faith judgment,
materially and adversely affect the ability of the Seller to perform its
obligations under this Agreement or that requires the consent of any third
person
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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.
(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 MLMC
Mortgage Loans to the Purchaser as a sale of the MLMC Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal to (A)
100% of the MLMC Balance, plus (B) interest accrued on each MLMC Mortgage Loan
at the related Mortgage Rate, for the period from and including the Cut-off Date
up to but not including the Closing Date. The consideration received by the
Seller upon the sale of the MLMC Mortgage Loans to the Purchaser will constitute
reasonably equivalent value and fair consideration for the MLMC Mortgage Loans.
The Seller will be solvent at all relevant times prior to, and will not be
rendered insolvent by, the sale of the MLMC Mortgage Loans to the Purchaser. The
Seller is not selling the MLMC 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 MLMC 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 MLMC Mortgage Loans to
the Purchaser free and clear of any pledge, lien, encumbrance or security
interest.
(x) The Prospectus dated June 5, 1997, as of the date of the
Prospectus Supplement dated June 20, 1997 (the "Prospectus Supplement"), or as
of the Closing Date, does not include any untrue statement of a material fact
relating to the MLMC Mortgage Loans or the Seller in the Sections entitled
"SUMMARY-Mortgage Loan Sellers", "SUMMARY-The Mortgage Pool" and "DESCRIPTION OF
THE MORTGAGE POOL" in the Prospectus Supplement, or omitted or omits to state
therein a material fact necessary in order to make the statements in such
Sections relating to the MLMC Mortgage Loans or the Seller, in light of the
circumstances under which they were
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made, not misleading, and the Memorandum (as defined in the Certificate Purchase
Agreement, dated as of June 26, 1997), as of the date thereof or as of the
Closing Date, insofar as the Memorandum incorporates such sections of the
Prospectus Supplement, does not include any untrue statement of a material fact
relating to the MLMC Mortgage Loans or the Seller or omitted or omits to state
therein a material fact necessary in order to make the statements therein
relating to the MLMC Mortgage Loans or the Seller, in the light of the
circumstances under which they were made, not misleading. As the sole remedy for
breach of this representation, the Seller shall indemnify the Purchaser against
any and all losses, claims, damages or liabilities to which the Purchaser may
become subject as a result of the breach of the representations contained in
this Section 3(a)(x) pursuant to Section 7 hereof.
(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 MLMC 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, correct and complete in all material
respects as of the Cut-off Date.
(iv) The related Mortgagor has represented to the Seller or the
Mortgagee, as applicable, that as of the date of origination of the Mortgage
Loan, such 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 and, to the best of Seller's knowledge, 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 and the
related Mortgage and Mortgage Note do not prohibit such transfer.
(vii) The proceeds of the Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder.
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(viii) If such Mortgage Loan was originated by the Seller or an
affiliate thereof, the Mortgage Loan complied with all applicable usury,
truth-in-lending, real estate settlement, equal credit opportunity, disclosure
and any other material laws applicable to such origination as of the origination
date; and if such Mortgage Loan was not originated by the Seller or an affiliate
thereof, then, to the best of the Seller's knowledge after having performed the
type of due diligence customarily performed by prudent institutional commercial
and multifamily mortgage lenders, the Mortgage Loan complied with all applicable
usury, truth-in-lending, real estate settlement, equal credit opportunity,
disclosure and any other material laws applicable to the origination of such
Mortgage Loan 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 and contains customary and enforceable provisions such as to
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property or properties of the benefits
of the security, including realization by judicial or, if applicable,
non-judicial foreclosure, 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, to the best of Seller's knowledge, there is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
as of the Closing Date with respect to such Mortgage Note, Mortgage or other
agreements.
(x) The Mortgage File contains an Assignment of Leases (or the
related Mortgage provides for such an assignment), 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.
(xi) Since the origination of the Mortgage Loan the terms of the
related Mortgage Note, Mortgage and
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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 or the Seller's
affiliate's that originated the Mortgage Loan underwriting policies in effect as
of such Mortgage Loan's origination date or, in the case of Mortgage Loans
acquired by the Seller (other than from an affiliate), as of the date of such
acquisition, (as applicable), and, except for the Mortgage Loans acquired by the
Seller, is on a form commonly used by the Seller as of such date.
(xiii) The related Mortgage Note is not secured by any collateral
that is not being transferred to the Purchaser 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 and Assignment of
Leases 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 any equity interest in
the Mortgagor.
(xvi) Except with respect to the Mortgage Loans listed on Exhibit C
attached hereto, which provide for hyperamortization, the Mortgage Loan does not
contain any terms providing for a contingent interest, or negative amortization.
(xvii) The related Mortgage creates a first-mortgage lien on the
related Mortgaged Property. Such lien has priority over all other liens and
encumbrances (including mechanic's 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,
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individually or in the aggregate, materially interferes with the security
intended to be provided by such Mortgage. A UCC financing 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 Mortgaged Property affecting the related Mortgaged Property or an escrow
of funds in an amount sufficient to cover such payments has been established.
(xx) Except as set forth in Exhibit D attached hereto, 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 and to the best of Seller's
knowledge, to the extent such amounts have been applied, they have been applied
as intended. 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, since the later of one
year prior to the Closing Date or, if applicable, the date of acquisition by the
Mortgage Loan Seller of such Mortgage Loan, through the Cut-Off Date, 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, after due inquiry, 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; and (B) the Seller
has not waived any material
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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.
(xxii) Except as set forth in Exhibit E attached hereto, the related
Mortgage provides that the Mortgagor is required to provide to the Mortgagee at
least annually an operating statement, rent roll (if applicable and if requested
by the Mortgagee) and balance sheet, and if requested in accordance with the
terms of the Mortgage Loan, rent rolls, with respect to the Mortgaged Property
certified by a duly authorized officer of the Mortgagor as true and correct as
of the date thereof.
(xxiii) There is no proceeding known to the Seller to be pending,
after due inquiry, 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 not covered by insurance that
would materially and adversely affect its value as security for the Mortgage
Loan; to the Seller's actual knowledge, there are no pending actions, suits or
proceedings by or before any court or governmental authority against or
affecting the related Mortgagor or the related Mortgaged Property that, if
determined adversely to such Mortgagor or Mortgaged Property, would materially
and adversely affect the value of the Mortgaged Property or the ability of the
Mortgagor to pay principal, interest or any other amounts due under such
Mortgage Loan.
(xxiv) Based on the type of due diligence customarily performed by
prudent institutional commercial and multifamily mortgage lenders, each
improvement located on or forming part of the related Mortgaged Property
complies with applicable laws and 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
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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, no claims
have been made thereunder and to the best knowledge of the Seller, no holder of
the related Mortgage has done anything that would materially impair the coverage
under such policy.
(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 lesser of (a) the outstanding principal balance of the Mortgage Loan
and (b) the full replacement cost and, in any event, such insurance policy is in
an amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; each related Mortgage obligates the related
Mortgagor to maintain or cause to be maintained all such insurance and at such
Mortgagor's failure to do so, does not prohibit the Mortgagee from maintaining
such insurance, and such insurance requires, or the related Mortgage requires
the Mortgagor to cause the related insurer to provide, prior notice to the
Mortgagee at termination or cancellation, and no such notice has been received;
any insurance proceeds in respect of a casualty loss or taking, will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or the payment of the outstanding principal balance of the related
Mortgage Loan, except for certain amounts not greater than amounts which would
be considered prudent by an institutional commercial mortgage lender with
respect to a similar mortgage loan and which are set forth in the related
Mortgage. Except as set forth on Exhibit F attached hereto, the Mortgagee is
named as a beneficiary under such insurance policy.
(xxviii) Except as set forth on Exhibit G attached hereto, the
related Mortgaged Property is insured by business interruption or rent
insurance, in an amount at least equal to 12 months (or, in the case of the
Mortgage Loans listed in Exhibit H attached hereto, 6 months) of operations of
such Mortgaged Property and comprehensive general liability insurance in an
amount not less than $1 million per occurrence.
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(xxix) Except as set forth on Exhibit I attached hereto, no
improvements on a related Mortgaged Property are located in a "flood hazard
area" as defined by the Federal Insurance Administration or, if so located, are
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 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 (or its affiliate that originated the
Mortgage Loan), 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 or such condition has been cured and remedied. The
Seller has received no notice of any other such condition or circumstance.
(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, warranty or covenant relating to environmental
matters given
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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. Subject to the last sentence of this clause (xxxiii), 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 or such
condition has been cured and remedied.
(xxxiv) To the best knowledge of the Seller, after due inquiry at
origination, the Mortgagor is not a debtor in any state or federal bankruptcy,
insolvency, reorganization or similar 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 to Seller's (or
its affiliate's that originated the Mortgage Loan) knowledge, 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, without the prior written
consent of the holder of such Mortgage, any sale or transfer of, or pledge or
lien on, the related Mortgaged Property, whether such lien may be equal or
subordinate to the lien of the related Mortgages, other than (1) certain
subordinate liens governed by standstill agreements which each provide that the
subordinate lender may not accelerate or otherwise take any remedial action for
so long as the Mortgage Loan is outstanding (the Mortgaged Properties encumbered
by such subordinate liens and the principal amounts of and interest rates on the
related debt are set forth on Exhibit J-1 attached hereto) and (2) certain
subordinate liens that may be incurred in the future on the Mortgaged Properties
set forth on Exhibit J-2 attached hereto, provided that the future subordinate
debt secured by such liens (a) when combined with the applicable Mortgage Loan
does not exceed an 80% loan-to-value and has
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at least a 1.20 debt service coverage and (b) is subject to a standstill
agreement with provisions similar to those represented above for existing
subordinate liens.
(xxxvii) If the related Mortgaged Property is a retail, office,
industrial or multifamily property, to the best of Seller's (or its affiliate's
that originated the Mortgage Loan) knowledge, (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) except as set forth in Exhibit K attached
hereto, based on Mortgagor's representations, tenant estoppel certificates or
other documents obtained by the Seller (or its affiliate that originated the
Mortgage Loan) from the related Mortgagor and/or tenants in connection with the
origination of the related Mortgage Loan, no material default by the 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) Except with respect to the Mortgage Loans identified in
Exhibit L attached hereto, if the principal balance of the related Mortgage Loan
is greater than $10 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 (or has covenanted to restrict its operations
to owning or 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 (for
these purposes, the term "Ground Lease" includes any related ground lessor
estoppels and any other writings from ground lessor) but not by the related fee
interest:
(A) Such Ground Lease or a memorandum thereof has been 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;
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(B) The Mortgagor's interest in such Ground Lease is 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 Mortgagee and that any such action
without such consent is not binding on the Mortgagee, 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 or condition which with
passage of time would become a default, has occurred under such Ground Lease;
(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 (I) 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 and (II) will not be interfered with in the event of any foreclosure or
other action taken by any mortgagee of the ground lessor's fee interest.
(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
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(I) Such Ground Lease has an original term (including any extension
options set forth therein) that extends not less than 10 years beyond the final
maturity date of the related Mortgage Loan.
(J) Under the terms of such Ground Lease and the related Mortgage, taken
together, any related insurance proceeds or condemnation proceeds, 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.
(L) Upon request, the Ground Lessor is required to enter into a new lease
upon termination of the Ground Lease for any reason, on substantially similar
terms and conditions as the old lease including the rejection of the lease in
bankruptcy.
(M) To the best of Seller's (or its affiliate's which originated the
Mortgage Loan) knowledge, the terms of the related Ground Lease have not been
waived, modified, altered, satisfied, impaired, cancelled, subordinated or
rescinded in any manner which materially interferes with the security intended
to be provided by such Mortgage.
(xl) 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 $54,071,697. Based on information obtained
from the related Mortgagor at the time of origination, a list of borrowers or
groups of affiliated borrowers with multiple Mortgage Loans is attached hereto
as Exhibit M.
(xli) With respect to any Mortgage Loan that is secured in whole or
in part by a Mortgaged Property which is operated as a residential health care
facility (a "Facility"), if any:
(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, 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
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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 Cut-off Date and to Seller's knowledge, without inquiry, as
of the Cut-off Date, the Facility has not received a "Level A" (or equivalent)
violation which has not been cured to the satisfaction of the applicable
governmental agency, 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.
(xlii) If the related Mortgage is a deed of trust, a trustee, duly
qualified under applicable law to serve as such, is properly designated and
serving under such Mortgage.
(c) If the Seller receives notice of a Document Defect or a Breach
(the "Defect/Breach Notice"), which materially and adversely affects the
interests of the Certificateholders, 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 MLMC 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
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that the Seller anticipates that such Document Defect or 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. The Seller's obligation to cure a Document Defect or Breach or to
repurchase any affected MLMC Mortgage Loan as described above shall constitute
the sole and exclusive remedy for a Document Defect or Breach.
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 MLMC
Mortgage Loans from the Seller and to transfer the MLMC 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).
(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 MLMC Mortgage Loans by the
Purchaser, the transfer of the MLMC Mortgage Loans to the Trustee, and the
execution, delivery or
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performance of this Agreement 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 GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the MLMC Mortgage Loans by the Seller to the
Purchaser as a sale of the MLMC Mortgage Loans to the Purchaser in exchange for
consideration consisting of a cash amount equal to (A) 100% of the MLMC Balance,
plus (B) interest accrued on each MLMC Mortgage Loan at the related Mortgage
Rate, for the period from and including the Cut-off Date up to but not including
the Closing Date.
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 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
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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 MLMC 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 or other authorized signatory 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;
(d) [Reserved].
(e) The resolutions of the board of directors of the Seller and any
requisite shareholder consent authorizing the Seller's entering into the
transactions contemplated by this Agreement (or other evidence of such
authorization acceptable to the Purchaser), the certificate of incorporation and
by-laws of the Seller, and a certificate of good standing of the Seller issued
by the Secretary of
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State of the State of Delaware not earlier than sixty (60) days prior to the
Closing Date;
(f) A written opinion of 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 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 relating to the MLMC Mortgage Loans or the Seller
contained in the Sections entitled "SUMMARY-Mortgage Loan Sellers", "SUMMARY-The
Mortgage Pool" and "DESCRIPTION OF THE MORTGAGE POOL" in the Prospectus
Supplement, and in the Private Placement Memorandum insofar as the Private
Placement Memorandum incorporates such sections of the Prospectus Supplement, 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
"SUMMARY-Mortgage Loan Sellers", SUMMARY-The Mortgage Pool" and "DESCRIPTION OF
THE MORTGAGE POOL" and statements in the Private Placement Memorandum insofar as
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the Private Placement Memorandum incorporates such sections of the Prospectus
Supplement, in each case solely to the extent relating to or based (in whole or
in part) on information relating to the MLMC 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 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
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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 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
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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.
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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 MLMC Balance represents of 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 MLMC 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. 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 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 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the MLMC Mortgage Loans by
the Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such
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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 12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 13. GOVERNING LAW. 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 14. 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 15. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller and the
Purchaser, and their permitted successors and assigns, and the officers,
directors and controlling persons referred to in Section 7.
SECTION 16. 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.
-27-
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE CAPITAL INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
Address for Notices:
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
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
-28-
EXHIBIT A
MLMI-C1
XXXXXXX XXXXX
MORTGAGE LOAN SCHEDULE
Control
Number Property_Name Address City State
------ ------------- ------- ---- -----
1 INT - The Crescent City Apartments 0000 Xxxxxxxx Xxxxxx Xxxxxxx XX
2 INT - The Park Apartments 4040 Xxxxxxxx Boulevard Corpus Christi TX
3 PP-Days Inn-Cody 000 Xxxxxxxxxxx Xxxx XX
0 Days Inn-Norfolk 0000 Xxxxx Xxxxxxx XX
0 Xxxxx Xxxxxx Xxxxxxxxxx 00 Xxxx Xxxxx Xxxxxxx AZ
6 Ramada Limited - Austin 0000 Xxxxxxx Xxxx Xxxxxx XX
7 Sunrise Commons Apartments 0000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX
8 IRM-Meadow Lakes Apartments 0000 Xxxxxxxx Xxx Xxxxxxx XX
9 Diablo View Apartments 0000 Xxxxxxx Xxxx Xxxxxxx XX
00 XXX-Xxxxxxxxx Xxxxxxxxxx 0000 Xx Xxxxxxx Drive Sacramento CA
11 Casa Del Sol Apartments 00000 Xxxxxx Xxxx Xxxxxxxxxxx XX
12 Rush Creek Apartments 0000 Xxxxxxxxx Xxxxx Xxxxxx XX
13 Northaven Apartments 00000 Xxxxxx Xxxx Xxxxxx XX
14 Xxxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xxxxxxx XX
15 Roosevelt Center 0000-0000 Xxxxxxxxx Xxxxxx Xxxxxxxx XX
00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx 000 X.X. Xxxxxxx 00 Xxxx Xxxxxxx XX
17 Lochwood Apartments 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx XX
18 Southpoint Apartments 0000 X. Xxxxxxxx Xxx. Xxxxxxx XX
00 XxxXxxxxx Xxxxxxxx 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxxx XX
20 Carondelet Building 0000-0000 Xxxxxxxxxx Xxxxxx Xxxxxxx XX
21 Guild Building 0000 Xxxxxxxx Xxx. Xx. Xxxxx XX
22 Lease-All Orangethorpe 000-000 X. Xxxxxxxxxxxx Xxx. Xxxxxxx XX
23 Lease-All Anaheim 0000-0000 Xxxxx Xxxxxxx Xxxx. Xxxxxxx XX
24 Westlake Business Center 31200 - 00000 Xx Xxxx Xxxxx Xxxxxxxx Xxxxxxx XX
00 Xxxxxx Xxxxxxxx 000 Xxxxx Xxxxxx Xxxxx XX
26 Riverview Apartments 0000 Xxxx 00xx Xxxxxx Xxxxx Xxx XX
27 Walnut Xxxxx Apartments 000 X. Xxxxxxxxx Xxxxxx Xxxxxxx XX
00 Xxxxxxxxx Xxxxxxx Apartments 000 Xxx Xxx Xxxxx Xxxxxxxxx XX
00 Xxxxxxxxxxx Xxxxxxxx Xxxx 11515 - 00000 XX Xxxxxx Xxxx Xxxxxx XX
30 Xxxxxxx Xxxxxx Xxxxx XX 00000-00000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX
31 Driftwood Apartments 000 Xxxx Xxxxx Xxxx Xxxx Xxxxx XX
32 Lincoln Village Apartments 0000 X. Xxxxxxxx Xxxxxx Xxxxxxx XX
33 Country Xxxx Apartments 0000 Xxxxx Xxx Xxxx Xxxxxxxxxx XX
34 Mountain Park Apartments 0000-0000 Xxxxxx Xxxxxx Xxxxxxx XX
35 Xxxxxxxx Apartments 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX
36 New Peachtree Apartments 0000 Xxxx Xxxxx Xxxxxxxx XX
37 Ashdale Garden Apartments 0000 Xxxxxxx Xxxxx Xxxxxx XX
00 Xxxxxxx Xxxxxxxxxx 000 Xxxxx Xxxxxx Xxxxxxxx XX
39 The Highlands Apartments 00000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx XX
40 10 Corporate Park 10 Corporate Park Irvine CA
41 SCO Training Facility 000 Xxxxxxx Xxxxxx Xxxxx Xxxx XX
42 McCallum Xxxxxxx Apts. 0000 XxXxxxxx Xxxx. Xxxxxx XX
43 Shilo Inn-Bend 3105 X.X. Xxxxx Xxxx Xxxx XX
00 Xxxxx Xxx-Xxxxx d'Alene 702 W. Appleway Coeur d'Alene ID
45 Shilo Inn-Nampa 0000 Xxxxx Xxxxx Xxxxx XX
00 Xxxxx Xxx Xxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX
47 Shilo Inn-Tillamook 0000 X. Xxxx Xxxxxxxxx XX
00 Xxxxx Xxx-Xxxx Xxxx Xxxx 000 Xxxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx XX
49 Shilo Inn-Elko 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX
00 Xxxxxxxxxxx Xxxxx 000 Xxx Xxxxx Xxxx Xxxxxxxxx XX
00 Xxxx Xxx Xxxxx 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxxx XX
00 Xxxx Xxxxxxx 0000-0000 Xxxxxxx Xxx. Xxxxxxx Xxxxxxx MD
53 Xxxxxxxx Station 000 Xxxxxxx Xxxxx, X.X. Xxxxxxx XX
00 Xxxxxxx Xxxxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxxxx XX
55 Hastings Ranch Plaza 3801-3883 E. Foothill Bl. Pasadena CA
56 Xxxxxx Best Western - Airport Executel 00000 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx XX
57 Best Western - Federal Way Executel 00000 00xx Xxxxxx Xxxxx Xxxxxxx Xxx XX
58 Blue Mountain View Apartments 000 Xxxxx Xxxxxx Xxxxx Xxxxx XX
59 Ramada Inn 0000 Xxxxx Xxxxxxxxxx 00 Xxxxx Xxxxxx XX
00 Xxxxxxxxx Xxxxxxxxxxx 000-000 Xxxxxxx Xxxxxxxxxx Xxx Xxxx XX
00 Xxxxx Xxxxxx Shopping Center Union Deposit Road Harrisburg PA
62 Club Secane Apartments 000 Xxx Xxxx Xxxxx Xxxxxxxx XX
00 Xxxxxx Xxxx Xxxxx Xxxxxxxxxx 000 Xxxxx Xxxxxx Pasadena TX
64 Greeley Super 8 Motel 0000 Xxxx 00xx Xxxxxx Xxxxxxx XX
65 Meridian Executive Center 000 XX 00xx Xxxxxx Xxxxx XX
66 North View Business Center 0000 Xxxxx Xxxxxx Xxxxxxxxx XX
00 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxx XX
00 Xxxxx Xxxx Xxxxxxxx 00 Xxxx Xxxxxx Xxxxxxxxx XX
69 Centlivre Village Apartments 0000 Xxxxxxxxx Xxxxx Ft. Xxxxx IN
00 Xxxxxxxx Xxxxx Mobile Home Park 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxx XX
00 Xxxxxxxxxxx Xxxxx 0000 Xxxx Xxxx Xxxxxx Xxxx (Xxxxxxxx) TX
00 Xxxxxxx Xxx-Xxxxxxxx 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx XX
73 Creekview Apartments 000 Xxxxxx Xxxxx Xxxx Xxxxx Xxxx XX
74 The Marketplace in University City 0000-0000 Xxxxxxxx Xxxxx Xxx Xxxxx XX
75 Greenview Apartments 0000 Xxxxx 00xx Xxxxxx Xxxxxxx XX
00 Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxx Xxxx Xxxxxxxxxx Xxxxxx PA
77 Hampton Inn - Houston 00000 X.X. Xxxxxxx Xxxxxxx TX
78 Holiday Inn Express 0000 X. Xxxxxx Xxxxxx Xxxxxx XX
79 Telstar Apartments 000 Xxxxxxxxx Xxxxxx XX
80 Mill Run Apartments 0000 X. Xxxxxxxx Xxxxxx XX
Remaining
Control Original Cut-off Date Monthly Gross ----------- Maturity Ground
Number Zip Code Balance Balance Payment Rate Term Amort Date Lease
------ -------- ----------- -------------- ----------- ----- ----- ----- ------ -----
1 77061 $ 4,700,000 $ 4,684,339.29 $ 34,815.14 8.100 55 355 1/1/02 No
2 78413 $ 4,080,000 $ 4,058,608.87 $ 31,760.86 8.100 55 295 1/1/02 No
3 82414 $ 1,600,000 $ 1,593,543.56 $ 15,334.49 9.900 237 237 3/1/17 No
4 68701 $ 1,610,000 $ 1,603,503.21 $ 15,430.33 9.900 237 237 3/1/17 No
5 85234 $ 4,150,000 $ 4,142,388.64 $ 31,880.50 8.490 117 357 3/1/07 No
6 78758 $ 1,400,000 $ 1,389,663.91 $ 12,803.99 9.230 235 235 1/1/17 No
7 95610 $ 5,624,000 $ 5,610,169.98 $ 43,164.00 8.480 80 356 2/1/04 No
8 95354 $ 5,516,000 $ 5,502,435.57 $ 42,335.11 8.480 80 356 2/1/04 No
9 94521 $ 3,098,000 $ 3,090,381.68 $ 23,777.04 8.480 80 356 2/1/04 No
10 95826 $ 6,280,000 $ 6,264,556.80 $ 48,198.78 8.480 80 356 2/1/04 No
11 92392 $ 1,200,000 $ 1,195,781.32 $ 9,440.40 8.750 114 354 12/1/06 No
12 75220 $ 4,200,000 $ 4,187,764.97 $ 33,904.49 8.530 117 297 3/1/07 No
13 75229 $ 5,000,000 $ 4,984,185.50 $ 39,869.56 8.630 116 320 2/1/07 No
14 94520 $ 7,800,000 $ 7,770,811.96 $ 62,238.67 8.690 79 325 1/1/04 No
15 92008 $ 3,150,000 $ 3,136,042.12 $ 26,715.67 9.130 115 295 1/1/07 No
16 32131 $ 1,376,000 $ 1,371,084.16 $ 11,603.93 9.060 116 296 2/1/07 No
17 75218 $ 2,180,000 $ 2,173,659.83 $ 17,612.75 8.540 81 297 3/1/04 No
18 85040 $ 2,800,000 $ 2,793,657.66 $ 22,288.09 8.880 116 356 2/1/07 No
19 75063 $ 9,850,000 $ 9,803,536.17 $ 80,981.15 8.750 115 295 1/1/07 No
20 63105 $ 3,550,000 $ 3,533,634.63 $ 29,524.52 8.890 79 295 1/1/04 No
21 63105 $ 850,000 $ 846,081.53 $ 7,069.25 8.890 79 295 1/1/04 No
22 92801 $ 2,850,000 $ 2,835,715.10 $ 23,299.14 8.970 113 323 11/1/06 No
23 92805 $ 5,509,000 $ 5,482,701.83 $ 44,853.24 8.970 113 329 11/1/06 No
24 91361 $ 1,600,000 $ 1,592,315.47 $ 13,034.93 8.640 115 295 1/1/07 No
25 97301 $ 1,000,000 $ 998,025.35 $ 8,436.45 9.340 117 327 3/1/07 No
26 92706 $ 9,635,000 $ 9,616,136.91 $ 71,843.37 8.170 57 357 3/1/02 No
27 95832 $ 3,580,000 $ 3,573,298.36 $ 27,248.50 8.390 81 357 3/1/04 No
28 95687 $ 7,600,000 $ 7,585,773.05 $ 57,845.98 8.390 81 357 3/1/04 No
29 97223 $ 1,930,000 $ 1,926,718.19 $ 16,608.15 9.310 118 298 4/1/07 No
30 92708 $ 4,087,500 $ 4,081,391.57 $ 32,473.26 8.640 118 328 4/1/07 Yes
31 95376 $ 3,650,000 $ 3,645,376.46 $ 27,549.64 8.300 82 358 4/1/04 No
32 85015 $ 2,200,000 $ 2,195,915.21 $ 16,807.08 8.430 117 357 3/1/07 No
33 95828 $ 2,700,000 $ 2,696,607.69 $ 20,455.28 8.340 82 358 4/1/04 No
34 30316 $ 2,250,000 $ 2,245,896.91 $ 18,712.72 8.890 118 298 4/1/07 No
35 95608 $ 2,130,000 $ 2,127,285.30 $ 16,031.94 8.270 82 358 4/1/04 No
36 30341 $ 1,850,000 $ 1,846,512.95 $ 15,134.32 8.690 118 298 4/1/07 No
37 78757 $ 1,400,000 $ 1,396,585.29 $ 10,784.64 8.520 116 356 2/1/07 No
38 81082 $ 1,200,000 $ 1,195,368.11 $ 9,735.61 8.590 116 296 2/1/07 No
39 75218 $ 4,200,000 $ 4,192,468.81 $ 32,592.49 8.600 117 357 3/1/07 No
40 92714 $ 2,390,000 $ 2,386,259.71 $ 18,573.71 8.390 58 328 4/1/02 No
41 95060 $ 4,600,000 $ 4,592,164.98 $ 39,552.39 9.300 142 298 4/1/09 No
42 75252 $ 6,500,000 $ 6,488,272.56 $ 50,302.19 8.570 117 357 3/1/07 No
43 97701 $ 6,650,000 $ 6,580,645.53 $ 60,775.90 9.220 233 233 11/1/16 No
44 83814 $ 5,740,000 $ 5,680,136.14 $ 52,459.20 9.220 233 233 11/1/16 No
45 83687 $ 4,480,000 $ 4,433,276.99 $ 40,943.77 9.220 233 233 11/1/16 No
46 92029 $10,750,000 $10,733,361.32 $ 83,988.07 8.450 142 328 4/1/09 No
47 97141-9246 $ 5,040,000 $ 4,987,436.61 $ 46,061.74 9.220 233 233 11/1/16 No
48 84101 $11,200,000 $11,083,192.48 $102,359.42 9.220 233 233 11/1/16 No
49 89801 $ 3,440,000 $ 3,404,123.40 $ 31,438.96 9.220 233 233 11/1/16 No
50 06770 $ 6,586,000 $ 6,573,483.41 $ 53,655.05 8.640 82 298 4/1/04 No
51 92660 $ 6,500,000 $ 6,490,778.60 $ 52,910.29 8.920 118 328 4/1/07 No
52 20743 $ 2,030,000 $ 2,018,082.81 $ 17,750.16 9.510 113 293 11/1/06 No
53 30324 $ 1,100,000 $ 1,093,308.80 $ 8,731.84 8.330 114 294 12/1/06 No
54 77036 $ 2,600,000 $ 2,579,176.46 $ 26,324.55 8.970 177 177 3/1/12 No
55 91107 $ 8,200,000 $ 8,170,699.56 $ 66,863.42 8.940 235 325 1/1/17 Yes
56 98198 $ 4,075,000 $ 4,039,703.22 $ 37,824.83 9.440 234 234 12/1/16 No
57 98003 $ 4,825,000 $ 4,783,206.88 $ 44,786.45 9.440 234 234 12/1/16 No
58 99362 $ 1,975,000 $ 1,966,969.08 $ 15,622.04 8.810 113 353 11/1/06 No
59 78751 $ 3,300,000 $ 3,276,333.88 $ 30,674.18 9.460 235 235 1/1/17 No
60 95136 $ 4,400,000 $ 4,380,206.45 $ 35,139.64 8.700 114 324 12/1/06 No
61 17109 $15,000,000 $14,926,238.37 $117,953.45 8.470 78 318 12/1/03 No
62 19036 $ 1,400,000 $ 1,391,566.25 $ 11,169.59 8.390 114 294 12/1/06 No
63 77506 $ 5,500,000 $ 5,472,216.85 $ 43,659.18 8.330 55 295 1/1/02 No
64 80631 $ 1,540,000 $ 1,529,382.21 $ 14,627.43 9.770 235 235 1/1/17 No
65 33026 $ 4,833,000 $ 4,806,120.49 $ 40,161.95 8.880 54 294 12/1/01 No
66 92056 $ 3,400,000 $ 3,389,511.74 $ 26,094.88 8.480 79 355 1/1/04 No
67 75074 $ 3,100,000 $ 3,084,841.48 $ 25,024.74 8.530 115 295 1/1/07 No
68 02141 $ 4,400,000 $ 4,384,487.71 $ 37,347.38 9.140 176 296 2/1/12 No
69 46805 $ 5,400,000 $ 5,384,061.91 $ 43,300.46 8.450 117 297 3/1/07 No
70 77375 $ 2,000,000 $ 1,988,821.84 $ 16,578.97 8.850 114 294 12/1/06 No
71 77957 $ 3,500,000 $ 3,488,182.96 $ 30,336.44 9.400 116 296 2/1/07 No
72 29621 $ 2,542,000 $ 2,528,142.84 $ 24,245.23 9.830 236 236 2/1/17 No
73 75104 $ 1,650,000 $ 1,648,137.35 $ 13,110.40 8.860 178 358 4/1/12 No
74 92122 $ 7,200,000 $ 7,187,021.65 $ 60,225.04 8.960 118 298 4/1/07 No
75 85020 $ 1,850,000 $ 1,846,460.88 $ 15,021.58 8.600 118 298 4/1/07 No
76 19428 $ 7,250,000 $ 7,245,767.97 $ 56,673.70 8.680 119 359 5/1/07 No
77 77065 $ 2,400,000 $ 2,397,343.24 $ 21,916.76 9.630 263 263 5/1/19 No
78 76504 $ 2,100,000 $ 2,097,162.02 $ 19,987.98 9.800 239 239 5/1/17 No
79 75211 $ 988,000 $ 987,127.50 $ 8,331.89 9.060 179 299 5/1/12 No
80 75211 $ 1,230,000 $ 1,228,913.80 $ 10,372.70 9.060 179 299 5/1/12 No
Control Underwriting Net Subservicing (1)Servicing
Number Reserves Rate Fees Fees Subservicer
------ ------------------ ----- ------------ ----- -------------
1 225 per unit 8.035 0.060 0.065 X.X. Xxxxxx & Co.
2 265 per unit 8.035 0.060 0.065 X.X. Melody & Co.
3 4% of gross rev. 9.895 0.000 0.005 GE Capital Asset Management
4 4% of gross rev. 9.895 0.000 0.005 GE Capital Asset Management
5 270 per unit 8.485 0.000 0.005 GE Capital Asset Management
6 4% of gross rev. 9.225 0.000 0.005 GE Capital Asset Management
7 321 per unit 8.415 0.060 0.065 X.X. Xxxxxx & Co.
8 250 per unit 8.415 0.060 0.065 X.X. Melody & Co.
9 250 per unit 8.415 0.060 0.065 X.X. Xxxxxx & Co.
10 290 per unit 8.415 0.060 0.065 X.X. Melody & Co.
11 200 per unit 8.685 0.060 0.065 X.X. Xxxxxx & Co.
12 250 per unit 8.525 0.000 0.005 GE Capital Asset Management
13 286 per unit 8.625 0.000 0.005 GE Capital Asset Management
14 0.15 per sq. ft. 8.625 0.060 0.065 X.X. Melody & Co.
15 0.15 per sq. ft. 9.125 0.000 0.005 GE Capital Asset Management
16 0.15 per sq. ft. 9.055 0.000 0.005 GE Capital Asset Management
17 300 per unit 8.535 0.000 0.005 GE Capital Asset Management
18 250 per unit 8.815 0.060 0.065 X.X. Xxxxxx & Co.
19 0.15 per sq. ft. 8.745 0.000 0.005 GE Capital Asset Management
20 0.15 per sq. ft. 8.885 0.000 0.005 GE Capital Asset Management
21 0.15 per sq. ft. 8.885 0.000 0.005 GE Capital Asset Management
22 0.18 per sq. ft. 8.905 0.060 0.065 X.X. Melody & Co.
23 0.18 per sq. ft. 8.905 0.060 0.065 X.X. Xxxxxx & Co.
24 0.19 per sq. ft. 8.635 0.000 0.005 GE Capital Asset Management
25 0.24 per sq. ft. 9.275 0.060 0.065 Key Corp
26 250 per unit 8.165 0.000 0.005 GE Capital Asset Management
27 263 per unit 8.325 0.060 0.065 X.X. Melody & Co.
28 301 per unit 8.325 0.060 0.065 X.X. Xxxxxx & Co.
29 0.15 per sq. ft. 9.305 0.000 0.005 GE Capital Asset Management
30 0.15 per sq. ft. 8.575 0.060 0.065 X.X. Melody & Co.
31 250 per unit 8.235 0.060 0.065 X.X. Xxxxxx & Co.
32 253 per unit 8.425 0.000 0.005 GE Capital Asset Management
33 250 per unit 8.275 0.060 0.065 X.X. Melody & Co.
34 250 per unit 8.885 0.000 0.005 GE Capital Asset Management
35 250 per unit 8.205 0.060 0.065 X.X. Xxxxxx & Co.
36 250 per unit 8.685 0.000 0.005 GE Capital Asset Management
37 250 per unit 8.515 0.000 0.005 GE Capital Asset Management
38 250 per unit 8.585 0.000 0.005 GE Capital Asset Management
39 200 per unit 8.595 0.000 0.005 GE Capital Asset Management
40 0.15 per sq. ft. 8.325 0.060 0.065 X.X. Melody & Co.
41 0.15 per sq. ft. 9.295 0.000 0.005 GE Capital Asset Management
42 250 per unit 8.565 0.000 0.005 GE Capital Asset Management
43 4% of gross rev. 9.155 0.060 0.065 Key Corp
44 4% of gross rev. 9.155 0.060 0.065 Key Corp
45 4% of gross rev. 9.155 0.060 0.065 Key Corp
46 0.22 per sq. ft. 8.445 0.000 0.005 GE Capital Asset Management
47 4% of gross rev. 9.155 0.060 0.065 Key Corp
48 4% of gross rev. 9.155 0.060 0.065 Key Corp
49 4% of gross rev. 9.155 0.060 0.065 Key Corp
50 0.15 per sq. ft. 8.635 0.000 0.005 GE Capital Asset Management
51 0.15 per sq. ft. 8.915 0.000 0.005 GE Capital Asset Management
52 0.15 per sq. ft. 9.505 0.000 0.005 GE Capital Asset Management
53 250 per unit 8.325 0.000 0.005 GE Capital Asset Management
54 0.15 per sq. ft. 8.905 0.060 0.065 X.X. Xxxxxx & Co.
55 0.15 per sq. ft. 8.875 0.060 0.065 X.X. Melody & Co.
56 4% of gross rev. 9.375 0.060 0.065 X.X. Xxxxxx & Co.
57 4% of gross rev. 9.375 0.060 0.065 X.X. Xxxxxx & Co.
58 250 per unit 8.805 0.000 0.005 GE Capital Asset Management
59 4% of gross rev. 9.455 0.000 0.005 GE Capital Asset Management
60 0.15 per sq. ft. 8.635 0.060 0.065 X.X. Xxxxxx & Co.
61 0.18 per sq. ft. 8.465 0.000 0.005 GE Capital Asset Management
62 250 per unit 8.385 0.000 0.005 GE Capital Asset Management
63 250 per unit 8.265 0.060 0.065 X.X. Melody & Co.
64 4% of gross rev. 9.765 0.000 0.005 GE Capital Asset Management
65 0.15 per sq. ft. 8.815 0.060 0.065 X.X. Xxxxxx & Co.
66 0.15 per sq. ft. 8.475 0.000 0.005 GE Capital Asset Management
67 0.15 per sq. ft. 8.525 0.000 0.005 GE Capital Asset Management
68 0.15 per sq. ft. 9.135 0.000 0.005 GE Capital Asset Management
69 250 per unit 8.445 0.000 0.005 GE Capital Asset Management
70 50 per pad 8.845 0.000 0.005 GE Capital Asset Management
71 250 per bed 9.395 0.000 0.005 GE Capital Asset Management
72 4% of gross rev. 9.825 0.000 0.005 GE Capital Asset Management
73 200 per unit 8.855 0.000 0.005 GE Capital Asset Management
74 0.15 per sq. ft. 8.955 0.000 0.005 GE Capital Asset Management
75 250 per unit 8.595 0.000 0.005 GE Capital Asset Management
76 0.15 per sq. ft. 8.675 0.000 0.005 GE Capital Asset Management
77 4% of gross rev. 9.625 0.000 0.005 GE Capital Asset Management
78 4% of gross rev. 9.795 0.000 0.005 GE Capital Asset Management
79 250 per unit 9.055 0.000 0.005 GE Capital Asset Management
80 250 per unit 9.055 0.000 0.005 GE Capital Asset Management
-29-
MLMI 1997-C1
MORTGAGE LOAN SCHEDULE
XXXXXXX XXXXX
Control
Number Property_Name Address City State
------ ------------- ------- ---- -----
00 Xxxxxxx Xxxxx Xxxxx #0 Xxxxxx Xxxxxxxx XX
82 Xx Xx Inn - Wilmington 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
83 Springwood Apartments 000 Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX
00 Xxxxxxx Xxxxx Apartments 0000 Xxxxxx Xxxx Xxxxxxxxxx XX
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxx XXX of Nogales & Pomona Fwy Rowland Heights CA
86 Goose Creek Plaza S. C. 0000 Xxxxx Xxxx Xxxxxxx XX
00 Xxxx xx Xxxxxxxxx Xxxxxxxxxx 0000 Xxxxxxxxx Xxxxxxxxx TX
88 Quail Xxxxxxx Apartments 00000 Xxxxxxxxx Xxxx Xxxxxxx XX
00 Xxxxxxxx Xxxxx Apartments 0000-0000 XxXxxxxxx Xxx. Xx Xxxxx XX
90 Three Fountains Apartments 0000 Xxxxxxx Xxx Xx Xxxxxxx XX
00 Xxxxxx Xxxxxxxxxxx 0000 Xxxxx 00 Xxxxx Xxxxxxxxxx XX
00 Xx. Xxxxxxxxx Xxxxx Xxxxxxx Xxx 000 Xxxxx Xxxx X0X Xx. Xxxxxxxxx Xxxxx XX
93 Barkwood Apartments 0000 Xxxx Xxxxxxx XX
94 Wing Ong Plaza Xxxxxx Road Phoenix AZ
95 Parkside Aparments 000 X. 0xx Xxxxxx Xxxx XX
96 Xxxxxxxx Village Apartments 0000 X. Xxxxxxx Xxxx Xx. Xxxxxxxx XX
97 The Trails Apartments - Multifamily 0000 Xxxxxx Xxxxx Xxxxx Xxxxxx XX
00 Xxxxxxxxxx Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxx XX
99 Comfort Inn - Richardson 000 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx XX
000 Xxxxxxxxxx Xxxxxx Apartments 0000 X. Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX
000 Xxxxxx Xxxx Xxxxxx 0000 Xxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX
102 Fairfield Inn by Marriott 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX
103 Wildwood Apartments 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx XX
000 Xxxxxxxxxxx Xxxxxxxx Xxxx 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX
000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx Xxx Xxxxxxx XX
000 Xxxx Xxxx Xxx - Xxxxxxxxx 000 X. Xxxxxxx Xxxxxxxxx XX
107 Best Western Inn 00000 XXX Xxxxxxx Xxxxxxx XX
108 Holiday Inn Express-Plano 0000 Xxxx Xxxxx Xxxxxxx Xxxxx XX
109 Quality Inn/Airport 0000 Xxxx Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxx Xxxx XX
000 Xxxxxxxx Xxxx Xxxxxxxxxx 000 Xxxxx 0000 Xxxx Xxxxx Xxxx XX
111 BDR - Xxxxxxx Court III - Multifamily 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX
112 BDR - Xxxxxxx Court IV - Multifamily 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX
113 BDR - Xxxxxxx Court V - Multifamily 000 X. Xxxxxx Xxxxxx Xxxxxx XX
114 Whispering Oaks Apartments 00000 Xxxxxxxxx Xxxxx Xxxxxxx XX
000 XXX - Xxxxxx Xxxxx Apartments 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX
116 Falls of Maplewood Apts. 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX
117 Huntington Apartments 0000 Xxxx Xxxxx Xxxx. Xxxx Xxxxx XX
000 Xxxxxxxxxx Xxxxxxxxxx 0000 Xxxxx Xxxxx Xxxxxxx TX
119 Moors Landing Apartments 000 Xxxxxx Xxxxxx Xxxxxx'x Xxxxx XX
120 Best Western - Park Suites 000 Xxxx Xxxx Xxxx Xxxxx XX
121 Comfort Inn - Plano 000 Xxxxxxx Xxxxxxx Xxxx Xxxxx XX
122 Parkwood Apartments 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxx XX
123 Peachwood Apartments 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxx XX
124 Days Inn-Union City 0000 Xxxxxxx Xxxx Xxxxx Xxxxx Xxxx XX
125 Riverview Manor Apartments 000-000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxx XX
000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxx Xx Xxxx XX
127 Best Western-Courtyard Inn 0000 Xxxxxxxxxx Xxx Ft. Xxxxxxxx WI
000 Xxxxx 0 - Xxxxxxxxxx, XX 000 X. Xxxxxxxxx Xxx. Xxxxxxxxxx XX
000 Xxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx XX
130 Lincoln Menlo Phase VIII 0000-0000 Xxxxxxxx Xxxxx Xxxxx Xxxx XX
131 AAAAA Rent-A-Space - Xxxxxx City 0000 X. Xxxxxxxxx Xxxx Xxxxxx Xxxx XX
132 AAAAA Rent-A-Space - Colma 0000 Xxxxxxxx Xxxxx Xxxxx XX
000 Xxxxxx Xxxxx Shopping 0000 X. Xxxxxxx Xxxxxxxxxx Xxxxxx XX
Remaining
Control Original Cut-off Date Monthly Gross ----------- Maturity Ground
Number Zip Code Balance Balance Payment Rate Term Amort Date Lease
------ -------- ----------- -------------- ----------- ----- ----- ----- ------ -----
81 07731 $ 7,000,000 $ 6,996,348.17 $ 57,435.16 9.220 119 359 5/1/07 No
82 28403 $ 1,223,000 $ 1,220,097.70 $ 13,277.42 10.180 179 179 5/1/12 No
83 29617 $ 2,000,000 $ 1,998,865.89 $ 15,834.10 8.820 119 359 5/1/07 No
84 36116 $ 1,450,000 $ 1,448,689.32 $ 12,089.01 8.920 179 299 5/1/12 No
85 91748 $12,800,000 $12,792,920.42 $102,439.58 8.940 119 359 5/1/07 Yes
86 77521 $ 2,070,000 $ 2,068,293.37 $ 18,042.37 9.470 119 299 5/1/07 No
87 76006 $ 4,520,000 $ 4,517,284.23 $ 34,883.10 8.540 119 359 5/1/07 No
88 77471 $ 3,200,000 $ 3,197,059.05 $ 26,460.95 8.820 119 299 5/1/07 No
89 63108 $ 1,160,000 $ 1,159,372.95 $ 9,375.39 9.050 119 359 5/1/07 No
90 79605 $ 1,600,000 $ 1,598,608.12 $ 13,591.87 9.150 119 299 5/1/07 No
91 07001 $ 1,480,000 $ 1,478,723.24 $ 12,623.43 9.200 83 299 5/1/04 No
92 32084 $ 4,580,000 $ 4,536,489.76 $ 44,076.68 9.960 233 233 11/1/16 No
93 77018 $ 2,475,000 $ 2,458,535.06 $ 20,348.05 8.750 77 293 11/1/03 No
94 85006 $ 1,625,000 $ 1,618,160.63 $ 14,129.85 9.440 115 295 1/1/07 No
95 85201 $ 1,750,000 $ 1,743,189.69 $ 14,138.68 8.540 116 296 2/1/07 No
96 85301 $ 3,500,000 $ 3,491,410.70 $ 26,887.17 8.490 116 356 2/1/07 No
97 75220 $ 3,600,000 $ 3,586,707.87 $ 27,706.40 8.510 174 354 12/1/11 No
98 75231 $ 800,000 $ 799,530.11 $ 6,236.55 8.650 59 359 5/1/02 No
99 75081 $ 1,800,000 $ 1,800,000.00 $ 16,754.86 9.480 240 240 6/1/17 No
100 30093 $ 1,950,000 $ 1,950,000.00 $ 15,992.07 8.720 120 300 6/1/07 No
101 19027 $ 3,600,000 $ 3,600,000.00 $ 29,842.15 8.850 120 300 6/1/07 No
102 23320 $ 3,600,000 $ 3,600,000.00 $ 33,041.23 9.280 240 240 6/1/17 No
103 30034 $ 2,567,000 $ 2,564,755.70 $ 21,753.50 9.120 299 299 5/1/22 No
104 85017 $ 3,845,000 $ 3,841,643.96 $ 32,610.08 9.130 83 299 5/1/04 No
105 90021 $ 5,060,000 $ 5,060,000.00 $ 38,799.49 8.470 120 360 6/1/07 No
106 76011 $ 2,250,000 $ 2,233,884.43 $ 20,928.89 9.470 235 235 1/1/17 No
107 75041 $ 2,600,000 $ 2,581,377.56 $ 24,184.50 9.470 235 235 1/1/17 No
108 75093 $ 2,780,000 $ 2,759,215.55 $ 25,245.28 9.130 235 235 1/1/17 No
109 84116 $ 6,370,000 $ 6,316,541.50 $ 60,169.32 9.690 234 234 12/1/16 No
110 84720 $ 1,470,000 $ 1,456,255.74 $ 13,065.68 8.830 234 234 12/1/16 No
111 92376 $ 1,350,000 $ 1,344,881.93 $ 10,265.74 8.380 114 354 12/1/06 No
112 92376 $ 850,000 $ 846,777.51 $ 6,463.61 8.380 114 354 12/1/06 No
113 92376 $ 1,500,000 $ 1,494,313.26 $ 11,406.38 8.380 114 354 12/1/06 No
114 77036 $ 1,560,000 $ 1,552,446.14 $ 12,656.30 8.590 115 295 1/1/07 No
115 92376 $ 2,020,000 $ 2,015,348.32 $ 15,963.54 8.800 116 356 2/1/07 No
116 77096 $ 1,550,000 $ 1,544,172.07 $ 12,743.23 8.750 80 296 2/1/04 No
117 76112 $ 2,510,000 $ 2,508,438.30 $ 19,068.96 8.370 59 359 5/1/02 No
118 77520 $ 2,580,000 $ 2,578,440.24 $ 19,856.26 8.510 119 359 5/1/07 No
119 08069 $ 3,000,000 $ 3,000,000.00 $ 24,399.89 8.620 120 300 6/1/07 No
120 75074 $ 2,750,000 $ 2,750,000.00 $ 25,293.38 9.310 240 240 6/1/17 No
121 75074 $ 1,750,000 $ 1,750,000.00 $ 16,095.78 9.310 240 240 6/1/17 No
122 94533 $ 3,955,000 $ 3,955,000.00 $ 29,796.05 8.280 84 360 6/1/04 No
123 94533 $ 2,250,000 $ 2,250,000.00 $ 16,950.98 8.280 84 360 6/1/04 No
124 30294 $ 2,500,000 $ 2,500,000.00 $ 23,417.68 9.570 240 240 6/1/17 No
125 08904 $ 2,600,000 $ 2,600,000.00 $ 21,216.98 8.660 120 300 6/1/07 No
126 79906 $ 9,500,000 $ 9,500,000.00 $77,665.94 8.920 120 324 6/1/07 Yes
127 53538 $ 1,750,000 $ 1,750,000.00 $ 15,781.15 9.460 264 264 6/1/19 No
128 53190 $ 1,700,000 $ 1,700,000.00 $ 15,444.32 9.560 264 264 6/1/19 No
129 33062 $ 3,250,000 $ 3,250,000.00 $ 26,852.28 8.810 120 300 6/1/07 No
130 94025 $ 5,400,000 $ 5,400,000.00 $ 43,810.26 8.590 84 300 6/1/04 No
131 94404 $ 5,690,000 $ 5,690,000.00 $ 49,990.49 9.570 300 300 6/1/22 No
132 94014 $10,550,000 $10,550,000.00 $ 92,688.87 9.570 300 300 6/1/22 No
133 75215 $11,770,000 $11,770,000.00 $ 91,085.67 8.570 120 360 6/1/07 No
Control Underwriting Net Subservicing (1)Servicing
Number Reserves Rate Fees Fees Subservicer
------ ------------------ ----- ------------ ----- -------------
81 0.15 per sq. ft. 9.215 0.000 0.005 GE Capital Asset Management
82 4% of gross rev. 10.175 0.000 0.005 GE Capital Asset Management
83 303.39 per unit 8.815 0.000 0.005 GE Capital Asset Management
84 250 per unit 8.915 0.000 0.005 GE Capital Asset Management
85 0.15 per sq. ft. 8.935 0.000 0.005 GE Capital Asset Management
86 0.16 per sq. ft. 9.465 0.000 0.005 GE Capital Asset Management
87 225 per unit 8.535 0.000 0.005 GE Capital Asset Management
88 250 per unit 8.755 0.060 0.065 X.X. Xxxxxx & Co.
89 200 per unit 9.045 0.000 0.005 GE Capital Asset Management
90 275 per unit 9.145 0.000 0.005 GE Capital Asset Management
91 0.15 per sq. ft. 9.135 0.060 0.065 X.X. Melody & Co.
92 4% of gross rev. 9.895 0.060 0.065 X.X. Xxxxxx & Co.
93 275 per unit 8.685 0.060 0.065 X.X. Melody & Co.
94 0.15 per sq. ft. 9.435 0.000 0.005 GE Capital Asset Management
95 250 per unit 8.535 0.000 0.005 GE Capital Asset Management
96 250 per unit 8.485 0.000 0.005 GE Capital Asset Management
97 250 per unit 8.505 0.000 0.005 GE Capital Asset Management
98 250 per unit 8.645 0.000 0.005 GE Capital Asset Management
99 4% of gross rev. 9.475 0.000 0.005 GE Capital Asset Management
100 250 per unit 8.715 0.000 0.005 GE Capital Asset Management
101 0.15 per sq. ft. 8.845 0.000 0.005 GE Capital Asset Management
102 4% of gross rev. 9.275 0.000 0.005 GE Capital Asset Management
103 250 per unit 9.115 0.000 0.005 GE Capital Asset Management
104 0.15 per sq. ft. 9.125 0.000 0.005 GE Capital Asset Management
105 250 per unit 8.465 0.000 0.005 GE Capital Asset Management
106 4% of gross rev. 9.465 0.000 0.005 GE Capital Asset Management
107 4% of gross rev. 9.465 0.000 0.005 GE Capital Asset Management
108 4% of gross rev. 9.125 0.000 0.005 GE Capital Asset Management
109 4% of gross rev. 9.685 0.000 0.005 GE Capital Asset Management
110 250 per unit 8.825 0.000 0.005 GE Capital Asset Management
111 250 per unit 8.375 0.000 0.005 GE Capital Asset Management
112 250 per unit 8.375 0.000 0.005 GE Capital Asset Management
113 251 per unit 8.375 0.000 0.005 GE Capital Asset Management
114 250 per unit 8.585 0.000 0.005 GE Capital Asset Management
115 225 per unit 8.795 0.000 0.005 GE Capital Asset Management
116 250 per unit 8.745 0.000 0.005 GE Capital Asset Management
117 250 per unit 8.365 0.000 0.005 GE Capital Asset Management
118 250 per unit 8.505 0.000 0.005 GE Capital Asset Management
119 250 per unit 8.615 0.000 0.005 GE Capital Asset Management
120 4% of gross rev. 9.305 0.000 0.005 GE Capital Asset Management
121 4% of gross rev. 9.305 0.000 0.005 GE Capital Asset Management
122 250 per unit 8.215 0.060 0.065 X.X. Xxxxxx & Co.
123 250 per unit 8.215 0.060 0.065 X.X. Melody & Co.
124 4% of gross rev. 9.565 0.000 0.005 GE Capital Asset Management
125 300 per unit 8.655 0.000 0.005 GE Capital Asset Management
126 0.15 per sq. ft. 8.915 0.000 0.005 GE Capital Asset Management
127 4% of gross rev. 9.455 0.000 0.005 GE Capital Asset Management
128 4% of gross rev. 9.555 0.000 0.005 GE Capital Asset Management
129 0.15 per sq. ft. 8.805 0.000 0.005 GE Capital Asset Management
130 0.15 per sq. ft. 8.585 0.000 0.005 GE Capital Asset Management
131 0.15 per sq. ft. 9.565 0.000 0.005 GE Capital Asset Management
132 0.15 per sq. ft. 9.565 0.000 0.005 GE Capital Asset Management
133 0.15 per sq. ft. 8.565 0.000 0.005 GE Capital Asset Management
-30-
EXHIBIT B
MORTGAGE FILE SCHEDULE
None.
-00-
XXXXXXX X
XXXX 0000-X0
XXXXXXX XXXXX
LIST OF MORTGAGE LOANS WHICH
PROVIDE FOR HYPERAMORTIZATION
Control Original Cut-Off Date
Number Property Name Property Type Balance Balance
------- ------------- ------------- ----------- ------------
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxx Xxxxxxxx Retail $12,800,000 $12,792,920
-32-
EXHIBIT D
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xx)
None.
-33-
EXHIBIT E
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxii)
None.
-34-
EXHIBIT F
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxvii)
None.
-35-
EXHIBIT G
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxviii)
None.
-36-
EXHIBIT H
LIST OF MORTGAGED PROPERTIES WHICH CARRY
SIX MONTHS OF BUSINESS INTERRUPTION
OR RENT INSURANCE
None.
-37-
EXHIBIT I
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxix)
None.
-00-
XXXXXXX X-0
XXXX-X0
XXXXXXX XXXXX
MORTGAGED PROPERTIES SUBJECT TO
SECONDARY LIENS
Control Original Cut-Off Date
Number Property Name Property Type Balance Balance
------ ------------- ------------- ------- -----------
12 Rush Creek Apartments Multifamily $4,200,000 $4,187,765
21 Guild Building Office $ 850,000 $ 846,082
25 Oregon Building Office $1,000,000 $ 998,025
30 Xxxxxxx Corner Phase II Anchored Retail $4,087,500 $4,081,392
56 Xxxxxx Best Western - Airport Executel Hospitality $4,075,000 $4,039,703
57 Best Western - Federal Way Executel Hospitality $4,825,000 $4,783,207
84 Xxxxxxx Xxxxx Apartments Multifamily $1,450,000 $1,448,689
92 St. Augustine Beach Holiday Inn Hospitality $4,580,000 $4,536,490
000 Xxxxxx Xxxx Xxxxxx Unanchored Retail $3,600,000 $3,600,000
-00-
XXXXXXX X-0
XXXX 0000-X0
XXXXXXX XXXXX
MORTGAGED PROPERTIES WITH POTENTIAL
FUTURE LIENS
Control Original Cut-Off Date
Number Property Name Property Type Balance Balance
------ ------------- ------------- ------- ------------
000 Xxxxxxxxxxx Xxxxxxxx Xxxx Industrial $3,845,000 $3,841,644
7 Sunrise Commons Apartments Multifamily $5,624,000 $5,610,170
8 IRM-Meadow Lakes Apartments Multifamily $5,516,000 $5,502,436
9 Diablo View Apartments Multifamily $3,098,000 $3,090,382
10 IRM-Glenbrook Apartments Multifamily $6,280,000 $6,264,557
14 Xxxxxx Xxxxxxx Square Office/Retail $7,800,000 $7,770,812
27 Walnut Xxxxx Apartments Multifamily $3,580,000 $3,573,298
00 Xxxxxxxxx Xxxxxxx Apartments Multifamily $7,600,000 $7,585,773
31 Driftwood Apartments Multifamily $3,650,000 $3,645,376
33 Country Xxxx Apartments Multifamily $2,700,000 $2,696,608
35 Xxxxxxxx Apartments Multifamily $2,130,000 $2,127,285
122 Parkwood Apartments Multifamily $3,955,000 $3,955,000
123 Peachwood Apartments Multifamily $2,250,000 $2,250,000
-40-
EXHIBIT K
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxxvii)
None.
-00-
XXXXXXX X
XXXX 0000-X0
XXXXXXX XXXXX
LIST OF MORTGAGE LOANS WHICH ARE EXCEPTIONS
TO SECTION 3(b)(xxxviii)
Control Original Cut-Off Date
Number Property Name Property Type Balance Balance
------ ------------- ------------- ----------- -----------
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxx Xxxxxxxx Retail $12,800,000 $12,792,920
-42-
EXHIBIT M
MLMI 1997-C1
XXXXXXX XXXXX
LIST OF PRINCIPAL BORROWERS
WITH MULTIPLE MORTGAGE LOANS
Control Original Cut-Off Date
Number Property Name Property Type Balance Balance
------ ------------- ------------- ----------- -----------
1 INT - The Crescent City Apartments Multifamily $ 4,700,000 $ 4,684,339
2 INT - The Park Apartments Multifamily $ 4,080,000 $ 4,058,609
3 PP-Days Inn-Cody Hospitality $ 1,600,000 $ 1,593,544
4 Days Inn-Norfolk Hospitality $ 1,610,000 $ 1,603,503
6 Ramada Limited - Austin Hospitality $ 1,400,000 $ 1,389,664
108 Holiday Inn Express-Plano Hospitality $ 2,780,000 $ 2,759,216
7 Sunrise Commons Apartments Multifamily $ 5,624,000 $ 5,610,170
8 IRM-Meadow Lakes Apartments Multifamily $ 5,516,000 $ 5,502,436
9 Diablo View Apartments Multifamily $ 3,098,000 $ 3,090,382
10 IRM-Glenbrook Apartments Multifamily $ 6,280,000 $ 6,264,557
14 Xxxxxx Xxxxxxx Square Office/Retail $ 7,800,000 $ 7,770,812
27 Walnut Xxxxx Apartments Multifamily $ 3,580,000 $ 3,573,298
00 Xxxxxxxxx Xxxxxxx Apartments Multifamily $ 7,600,000 $ 7,585,773
31 Driftwood Apartments Multifamily $ 3,650,000 $ 3,645,376
33 Country Xxxx Apartments Multifamily $ 2,700,000 $ 2,696,608
35 Xxxxxxxx Apartments Multifamily $ 2,130,000 $ 2,127,285
122 Parkwood Apartments Multifamily $ 3,955,000 $ 3,955,000
123 Peachwood Apartments Multifamily $ 2,250,000 $ 2,250,000
20 Carondelet Building Office $ 3,550,000 $ 3,533,635
21 Guild Building Office $ 850,000 $ 846,082
22 Lease-All Orangethorpe Industrial $ 2,850,000 $ 2,835,715
23 Lease-All Anaheim Industrial $ 5,509,000 $ 5,482,702
43 Shilo Inn-Bend Hospitality $ 6,650,000 $ 6,580,646
00 Xxxxx Xxx-Xxxxx d'Alene Hospitality $ 5,740,000 $ 5,680,136
45 Shilo Inn-Nampa Hospitality $ 4,480,000 $ 4,433,277
47 Shilo Inn-Tillamook Hospitality $ 5,040,000 $ 4,987,437
48 Shilo Inn-Salt Lake City Hospitality $11,200,000 $11,083,192
49 Shilo Inn-Elko Hospitality $ 3,440,000 $ 3,404,123
56 Xxxxxx Best Western - Airport Executel Hospitality $ 4,075,000 $ 4,039,703
57 Best Western - Federal Way Executel Hospitality $ 4,825,000 $ 4,783,207
62 Club Secane Apartments Multifamily $ 1,400,000 $ 1,391,566
125 Riverview Manor Apartments Multifamily $ 2,600,000 $ 2,600,000
65 Meridian Executive Center Office $ 4,833,000 $ 4,806,120
114 Whispering Oaks Apartments Multifamily $ 1,560,000 $ 1,552,446
79 Telstar Apartments Multifamily $ 988,000 $ 987,128
00 Xxxx Xxx Apartments Multifamily $ 1,230,000 $ 1,228,914
95 Parkside Aparments Multifamily $ 1,750,000 $ 1,743,190
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxxx $ 3,500,000 $ 3,491,411
000 Xxxx Xxxx Xxx - Xxxxxxxxx Hospitality $ 2,250,000 $ 2,233,884
107 Best Western Inn Hospitality $ 2,600,000 $ 2,581,378
111 BDR - Xxxxxxx Court III - Multifamily Multifamily $ 1,350,000 $ 1,344,882
112 BDR - Xxxxxxx Court IV - Multifamily Multifamily $ 850,000 $ 846,778
113 BDR - Xxxxxxx Court V - Multifamily Multifamily $ 1,500,000 $ 1,494,313
000 XXX - Xxxxxx Xxxxx Apartments Multifamily $ 2,020,000 $ 2,015,348
120 Best Western - Park Suites Hospitality $ 2,750,000 $ 2,750,000
121 Comfort Inn - Plano Hospitality $ 1,750,000 $ 1,750,000
127 Best Western-Courtyard Inn Hospitality $ 1,750,000 $ 1,750,000
000 Xxxxx 0 - Xxxxxxxxxx, XX Hospitality $ 1,700,000 $ 1,700,000
131 AAAAA Rent-A-Space - Xxxxxx City Self Storage $ 5,690,000 $ 5,690,000
132 AAAAA Rent-A-Space - Colma Self Storage $10,550,000 $10,550,000
Control
Number Borrower Entity Name Principal Name
------ -------------------- --------------
1 Intercapital Hobby Place I, LP Xxxxxx X. Xxxxxxx
2 Intercapital Park Park I, LP Xxxxxx X. Xxxxxxx
3 PBS Enterprises, Inc. Xxxxxx Xxxxx
4 Yogi of Norfolk, Inc. Xxxxxx Xxxxx
6 Artex Hospitality, Inc. Xxxxxxxxxxx X. Xxxxx
108 Las Colinas Hospitality, Inc. Xxxxxxxxxxx X. Xxxxx
0 Xxxxxxx Xxxxxxxxx Associates Xxxx X. Xxx Xxxxxxxx
0 Xxxxxx Xxxxx Investors Xxxx X. Van Hofwegen
9 Diablo View Investors Xxxx X. Van Hofwegen
10 Glenbrook Associates Xxxx X. Van Hofwegen
14 Xxxxxx Xxxxxxx Square Investors Xxxx X. Van Hofwegen
27 Walnut Xxxxx Investors Xxxx X. Xxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxxx Investors Xxxx X. Xxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxxx Group Xxxx X. Van Hofwegen
33 Country Xxxx Investors Xxxx X. Van Hofwegen
35 Xxxxxxxx Investors Xxxx X. Van Hofwegen
122 Parkwood Group, L.P. Xxxx X. Van Hofwegen
123 Peachwood Investors, L.P. Xxxx X. Van Hofwegen
20 Xxxxxxx Carondelet Buildings, LLC Xxxxxx Xxxxxxxxx
21 Guild Building, L.L.C. Xxxxxx Xxxxxxxxx
22 Lease-All Orangethorpe Xxxxxx Xxxxxxxxx
23 Lease-All Anaheim Xxxxxx Xxxxxxxxx
43 Shilo Inn, Bend, LLC Xxxx X. Xxxxxxxxx
00 Xxxxx Xxx, Xxxxx d'Alene, LLC Xxxx X. Xxxxxxxxx
00 Xxxxx Xxx, Xxxxx Suites, LLC Xxxx X. Xxxxxxxxx
00 Xxxxx Xxx, Xxxxxxxxx, LLC Xxxx X. Xxxxxxxxx
00 Shilo Inn, Salt Lake City, LLC Xxxx X. Xxxxxxxxx
00 Xxxxx Xxx, Xxxx, LLC Xxxx X. Xxxxxxxxx
00 Xxxxxxx Xxx-Xxx, Inc. Same excl Xxxxxxxx Xxxxxx
57 Piramco Federal Way, Inc. Same excl Xxxxxxxx Xxxxxx
00 Xxxx Xxxxxx 00 Associates Xxxxxx Xxxxxxxxx
125 N.J. 1984 Associates-Highland Park, L.L.C. Xxxxxx Xxxxxxxxx
65 Waterside Center Corp d/b/a Merician Executive Center Xxxxxxxx X. Xxxxxx
114 TTSF, L.P. #2 Xxxxxxxx X. Xxxxxx
79 Telstar Associates Xxxxxx X. Xxxxxxx
80 Chantelle Associates Xxxxxx X. Xxxxxxx
95 Parkside Mesa, L.L.C Xxxxxxxx X. and Xxxxxxxxx X. Xxxxx
96 Xxxxxxxx Village Apartments, LLC Xxxxxxxx X. and Xxxxxxxxx X. Xxxxx
106 Arlington Hosts Corporation Xxxxxxxxxxx Xxxxx
107 Garland Hospitality, Inc. Xxxxxxxxxxx Xxxxx
111 1621 Rialto, LLC Xxxxxx Xxxxxx
112 1680 Rialto, LLC Xxxxxx Xxxxxx
113 160 Linden, LLC Xxxxxx Xxxxxx
115 1439 Lilac L.L.C. Xxxxxx Xxxxxx
120 Park Suites Hotels, Inc. Xxxxxxxx Xxxxxx
121 E. Plano Hospitality, Inc. d/b/a Comfort Inn Plano Xxxxxxxx Xxxxxx
127 R & K Development Corp. Xxxxxx Xxxx
128 Whitewater Hotel Inc. Xxxxxx Xxxx
131 AAAAA-Rent-A-Space Xxxxxx City Ltd., LP KN Productions Inc.
132 AAAAA-Rent-A-Space Colma Ltd., LP KN Productions Inc.
-43-
