Exhibit 99.2
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of August 11, 2005
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of August 1, 2005 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as
master servicer (in such capacity, the "Master Servicer"), LNR Partners, Inc. as
special servicer (in such capacity, the "Special Servicer"), LaSalle Bank
National Association as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal
agent. Capitalized terms used but not defined herein (including the schedules
attached hereto) have the respective meanings set forth in the Pooling and
Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
August 11, 2005 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), for itself and as representative
of Countrywide Securities Corporation ("Countrywide"), PNC Capital Markets, Inc.
("PNC"), IXIS Securities North America Inc. ("IXIS Securities") and Wachovia
Capital Markets, LLC ("Wachovia"; Xxxxxxx Xxxxx, Countrywide, PNC, IXIS
Securities and Wachovia, collectively, in such capacity, the "Underwriters"),
whereby the Purchaser will sell to the Underwriters all of the Certificates that
are to be registered under the Securities Act of 1933, as amended (such
Certificates, the "Publicly-Offered Certificates"). The Purchaser has also
entered into a Certificate Purchase Agreement, dated as of August 11, 2005 (the
"Certificate Purchase Agreement"), with Xxxxxxx Xxxxx, for itself and as
representative of Countrywide (together in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates (such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $400,518,631 (the "Countrywide Mortgage Loan
Balance") (subject to a variance of plus or
minus 5.0%) as of the close of business on the Cut-off Date, after giving effect
to any payments due on or before such date, whether or not such payments are
received. The Countrywide Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-off Date (after
giving effect to any payments due on or before such date, whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-off Date Pool Balance") of $2,056,750,308 (subject to a variance of plus or
minus 5%). The purchase and sale of the Mortgage Loans shall take place on
August 24, 2005 or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 101.01507% of the
Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $1,428,034,
which amount represents the amount of interest accrued on the Countrywide
Mortgage Loan Balance at the related Net Mortgage Rate for the period from and
including the Cut-off Date up to but not including the Closing Date.
The Purchase Consideration shall be paid to the Seller or its designee
by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
Purchase Consideration and the satisfaction or waiver of the conditions to
closing set forth in Section 5 of this Agreement (which conditions shall be
deemed to have been satisfied or waived upon the Seller's receipt of the
Purchase Consideration), the Seller does hereby sell, transfer, assign, set over
and otherwise convey to the Purchaser, without recourse (except as set forth in
this Agreement), all the right, title and interest of the Seller in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a
servicing released basis, together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on
or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a
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"Mortgage File"). All Mortgage Files so delivered will be held by the Trustee in
escrow for the benefit of the Seller at all times prior to the Closing Date. The
Mortgage File with respect to each Mortgage Loan that is a Serviced Trust
Mortgage Loan shall contain the following documents:
(i) the original executed Mortgage Note for the subject Mortgage Loan,
including any power of attorney related to the execution thereof (or a lost
note affidavit and indemnity with a copy of such Mortgage Note attached
thereto), together with any and all intervening endorsements thereon,
endorsed on its face or by allonge attached thereto (without recourse,
representation or warranty, express or implied) to the order of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIP1, or in blank;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name (if the assignment is delivered in blank)
and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIP1, or in blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above) in favor of LaSalle Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CIP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CIP1, or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
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(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2005-CIP1, Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1,
as assignee, or in blank;
(ix) an original or copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor and any intercreditor agreement relating to mezzanine debt
related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit, in each case relating to
the subject Mortgage Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee
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following filing; provided, that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Recording/Filing Agent shall obtain therefrom a certified copy of
the recorded original. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Seller shall prepare a substitute therefor or cure such defect or cause such to
be done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the Master Servicer in connection with its duties under the Pooling and
Servicing Agreement, and (c) are in the possession or under the control of the
Seller, together with all unapplied escrow amounts and reserve amounts in the
possession or under the control of the Seller that relate to the Mortgage Loans,
shall be delivered or caused to be delivered by the Seller to the Master
Servicer (or, at the direction of the Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting or due
diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee, for
its administrative convenience in reviewing the Mortgage Files, a mortgage loan
checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the
failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
Master Servicer, the initial data (as of the Cut-off Date or the most recent
earlier date for which such data is available) contemplated by the CMSA Loan
Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement
Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
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(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of California and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller's directors and
officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Purchaser) this
Agreement constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent transfer, reorganization, receivership or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions
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contemplated by this Agreement except as have previously been obtained, and
no bulk sale law applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the
Trustee for the benefit of the Certificateholders as of the Closing Date
(unless a different date is specified therein), with respect to (and solely
with respect to) each Mortgage Loan, subject, however, to the exceptions
set forth on Annex A to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the
Pooling and Servicing Agreement, then the Seller shall, not later than 90
days from receipt of such notice (or, in the case of a Document Defect or
Breach relating to a Mortgage Loan not being a "qualified mortgage" within
the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than 90 days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives
such notice in a timely manner), if such Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or
the interests of the Certificateholders therein, cure such Document Defect
or Breach, as the case may be, in all material respects, which shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith or, if such Document Defect or Breach (other than omissions due
solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the
affected Mortgage Loan (which, for the purposes of
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this clause (i), shall include an REO Loan) at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement) not later than the end of such
90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such
affected Mortgage Loan (which, for purposes of this clause (ii), shall include
an REO Loan) not later than the end of such 90-day period (and in no event later
than the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account any Substitution Shortfall Amount in
connection therewith; provided, however, that, unless the Document Defect or
Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, the Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute the related Mortgage Loan (which, for purposes of such
repurchase or substitution, shall include an REO Loan)); and provided, further,
that with respect to such additional 90-day period, the Seller shall have
delivered an officer's certificate to the Trustee setting forth the reason(s)
such Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans determined at the time of repurchase or substitution
based upon an appraisal obtained by the Special Servicer at the expense of the
Seller shall not be greater than the weighted average loan-to-value ratio for
all such Crossed Loans, including the affected Crossed Loan determined at the
time of repurchase or substitution based upon an appraisal obtained by the
Special Servicer at the expense of the Seller; provided, that if such debt
service coverage and loan-to-value criteria are satisfied, any other Crossed
Loan (that is not the Crossed Loan directly affected by the subject Document
Defect or Breach), shall be released from its cross-collateralization and
cross-default provision so long as such Crossed Loan (that is not the Crossed
Loan directly affected by the subject Document Defect or Breach) is held in the
Trust Fund; and provided, further, that the repurchase or replacement of less
than all such Crossed Loans and the release of any Crossed Loan from a
cross-collateralization and cross-default provision shall be further subject to
the delivery by the Seller to the Trustee, at the expense of the Seller, of an
Opinion of Counsel to the effect that such release would not cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the
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imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions. In the event that one or more of such
other Crossed Loans satisfy the aforementioned criteria, the Seller may elect
either to repurchase or substitute for only the affected Crossed Loan as to
which the related Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related borrower. For
a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to which there is any uncured
Document Defect or Breach known to the Seller, the Seller shall provide, once
every ninety days, the officer's certificate to the Trustee described above as
to the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the last proviso in the sole sentence of the preceding paragraph),
the Seller shall in all cases on or prior to the second anniversary of the
Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan. The delivery of a
commitment to issue a policy of lender's title insurance as described in
representation 8 set forth on Schedule I hereto in lieu of the delivery of the
actual policy of lender's title insurance shall not be considered a Document
Defect or Breach 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.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies. Any reserve or other cash
collateral or letters of credit securing the Crossed Loans shall be allocated
between such Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related Mortgage Loan documents do not so provide, then on a pro rata
basis based upon their outstanding Stated Principal Balances. Notwithstanding
the foregoing, if a Crossed Loan is modified to terminate the related
cross-collateralization and/or cross-default provisions, the Seller shall
furnish to the Trustee an Opinion of Counsel that such modification shall not
cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may
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only be foreclosed upon by exercise of cross-collateralization provisions of
such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that such
release would not cause either of REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the Master Servicer or the Special
Servicer from the related Mortgagor and not a repurchase or substitution of the
related Mortgage Loan. Following the Seller's remittance of funds in payment of
such costs and expenses, the Seller shall be deemed to have cured the breach of
representation 30 in all respects. To the extent any fees or expenses that are
the subject of a cure by the Seller are subsequently obtained from the related
Mortgagor, the cure payment made by the Seller shall be returned to the Seller.
Notwithstanding the prior provisions of this paragraph, the Seller, acting in
its sole discretion, may effect a repurchase or substitution (in accordance with
the provisions of this Section 3(c) setting forth the manner in which a Mortgage
Loan may be repurchased or substituted) of a Mortgage Loan, as to which
representation 30 set forth on Schedule I has been breached, in lieu of paying
the costs and expenses that were the subject of the breach of representation 30
set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the Collection Account, and, if applicable, the
delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, (i) the Trustee shall be required to execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller the legal and beneficial ownership of each
repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the
Trustee, the Custodian, the Master Servicer and the Special Servicer shall each
tender to the Seller, upon delivery to each of them of a receipt executed by the
Seller, all
10
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to Section 3 of this Agreement.
SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership or moratorium, (B) other laws relating to
or affecting the rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
11
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
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SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firms of Ernst
& Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the
Purchaser and relating to certain information regarding the Mortgage Loans and
Certificates as set forth in the Prospectus and Prospectus Supplement,
respectively; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of August 11, 2005, among the
Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., IXIS Real Estate Capital Inc., PNC
Bank, National Association, the Purchaser, the Underwriters and the Initial
Purchasers. Both parties agree to use their best reasonable efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the Servicing Rights Purchase Agreement, dated as of August 24, 2005,
between the Seller and Midland Loan Services, Inc., duly executed by such
parties;
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(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omit to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in light
of the circumstances under which they were made, not misleading, and (ii) such
officer has carefully examined the Specified Portions of the Private Placement
Memorandum, dated as of August 11, 2005 (the "Memorandum") (pursuant to which
certain classes of the Private Certificates are being privately offered) and
nothing has come to his attention that would lead him to believe that the
Specified Portions of the Memorandum, as of the date thereof or as of the
Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading. The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the diskette which
accompanies the Prospectus Supplement (insofar as such diskette is consistent
with Annex X-0, Xxxxx X-0 and/or Annex B), and the following sections of the
Prospectus Supplement (only to the extent that any such information relates to
the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of
any
14
statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers,"
"Summary of Prospectus Supplement--The Mortgage Loans And The Mortgaged Real
Properties," "Risk Factors" and "Description of the Mortgage Pool". The
"Specified Portions" of the Memorandum shall consist of the Specified Portions
of the Prospectus Supplement (as attached as an exhibit to the Memorandum);
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of California not earlier than thirty (30) days prior to the Closing
Date;
(f) A written opinion of counsel for the Seller relating to corporate
and enforceability matters (which opinion may be from in-house counsel, outside
counsel or a combination thereof), reasonably satisfactory to the Purchaser, its
counsel and the Rating Agencies, dated the Closing Date and addressed to the
Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the
Rating Agencies, together with such other written opinions, including as to
insolvency matters, as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to
15
offset Prepayment Interest Shortfalls), from time to time held or invested in
the Collection Account, the Distribution Account or, if established, the REO
Account whether in the form of cash, instruments, securities or other property;
(iii) the assignment to the Trustee of the interest of the Purchaser as
contemplated by Section 1 of this Agreement shall be deemed to be an assignment
of any security interest created hereunder; (iv) the possession by the Trustee
or any of its agents, including, without limitation, the Custodian, of the
Mortgage Notes, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be possession by
the secured party for purposes of perfecting the security interest pursuant to
Section 9-313 of the UCC of the applicable jurisdiction; and (v) notifications
to persons (other than the Trustee) holding such property, and acknowledgments,
receipts or confirmations from persons (other than the Trustee) holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement. The Seller
does hereby consent to the filing by the Purchaser of financing statements
relating to the transactions contemplated hereby without the signature of the
Seller.
SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent by
facsimile or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
facsimile or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
16
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. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement,
17
including, without limitation, any defined terms therein, unless the Seller has
consented to such amendment or modification in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP and PriceWaterhouse Coopers LLP in making available all
information and taking all steps reasonably necessary to permit such accountants
to deliver the letters required by the Underwriting Agreement and the
Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
SECTION 20. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 20. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
COUNTRYWIDE COMMERCIAL REAL
ESTATE FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
Address for Notices:
Countrywide Commercial Real Estate
Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier No.:
Telephone No.:
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge of
Commercial Mortgage
Securitization
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto). The Seller has validly and effectively conveyed
to the Purchaser all legal and beneficial interest in and to each Mortgage Loan
free and clear of any pledge, lien, charge, security interest or other
encumbrance (except for certain servicing rights as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto); provided that recording and/or filing
of various transfer documents are to be completed after the Closing Date as
contemplated hereby and by the Pooling and Servicing Agreement. The sale of the
Mortgage Loans to the Purchaser or its designee does not require the Seller to
obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Purchaser or its designee and each such endorsement is, or shall
be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in August 2005 without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent in the twelve-month
period immediately preceding the Due Date for such Mortgage Loan in August 2005,
without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing
interest or penalties; (b) covenants, conditions and restrictions, rights of
way, easements and other matters that are of public record and/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment binding upon
the title insurer); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy or "marked-up" commitment binding upon the title
insurer); (d) other matters to which like properties are commonly subject; (e)
the rights of tenants (as tenants only) under leases (including subleases)
pertaining to the related Mortgaged Property; (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Crossed Group; and (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration. The Permitted Encumbrances do not, individually
or in the aggregate, materially interfere with the security intended to be
provided by the related Mortgage, the current principal use of the related
Mortgaged Property, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such Mortgage executed and delivered in
favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except that a license
may have been granted to the related Mortgagor to exercise certain rights and
perform certain obligations of the lessor under the relevant lease or leases,
including, without limitation, the right to operate the related leased property
so long as no event of default has occurred under such Mortgage Loan; and each
assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage, executed and
delivered in favor of the Trustee is in recordable form (but for insertion of
the name of the assignee and any related recording information which is not yet
available to the Seller), and constitutes a legal, valid, binding and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable assignment of such Assignment of Leases from the relevant assignor
to the Trustee. The related Mortgage or related Assignment of Leases, subject to
applicable law, provides for the appointment of a receiver for the collection of
rents or for the related mortgagee to enter into possession to collect the rents
or provides for rents to be paid directly to the related mortgagee, if there is
an event of default. No person other than the related Mortgagor owns any
interest in any payments due under the related leases on which the Mortgagor is
the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any
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amendments or supplements thereto included in the related Mortgage File) has not
been impaired, waived, modified, altered, satisfied, canceled, subordinated or
rescinded, (b) neither the related Mortgaged Property nor any material portion
thereof has been released from the lien of such Mortgage and (c) the related
Mortgagor has not been released from its obligations under such Mortgage, in
whole or in material part. With respect to each Mortgage Loan, since the later
of (a) August 1, 2005 and (b) the closing date of such Mortgage Loan, the Seller
has not executed any written instrument that (i) impaired, satisfied, canceled,
subordinated or rescinded such Mortgage Loan, (ii) waived, modified or altered
any material term of such Mortgage Loan, (iii) released the Mortgaged Property
or any material portion thereof from the lien of the related Mortgage, or (iv)
released the related Mortgagor from its obligations under such Mortgage Loan in
whole or material part. For avoidance of doubt, the preceding sentence does not
relate to any release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of
the material improvements on the related Mortgaged Property encroach upon the
boundaries and, to the extent in effect at the time of construction, do not
encroach upon the building restriction lines of such property, and none of the
material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal amount of such Mortgage Loan after all
advances of principal, insuring that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to the Permitted
Encumbrances, except that in the case of a Mortgage Loan as to which the related
Mortgaged Property is made up of more than one parcel of property, each of which
is secured by a separate Mortgage, such Mortgage (and therefore the related
Title Policy) may be in an amount less than the original principal amount of the
Mortgage Loan, but is not less than the allocated amount of subject parcel
constituting a portion of the related Mortgaged Property. Such Title Policy (or,
if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid, no material claims have
been made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if
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it has yet to be issued, the coverage to be provided thereby) inures to the
benefit of the Trustee as sole insured without the consent of or notice to the
insurer. Such Title Policy contains no exclusion for whether, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available) that, (a) the
related Mortgaged Property has access to a public road, and (b) the area shown
on the survey, if any, reviewed or prepared in connection with the origination
of the related Mortgage Loan is the same as the property legally described in
the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee, pending the satisfaction of certain conditions
relating to leasing, repairs or other matters with respect to the related
Mortgaged Property), and there is no obligation for future advances with respect
thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable
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state law) with respect to each Mortgaged Property securing a Mortgage Loan in
connection with the origination of such Mortgage Loan, (b) the report of each
such assessment, update or screen, if any (an "Environmental Report"), is dated
no earlier than (or, alternatively, has been updated within) twelve (12) months
prior to the date hereof, (c) a copy of each such Environmental Report has been
delivered to the Purchaser, and (d) either: (i) no such Environmental Report, if
any, reveals that as of the date of the report there is a material violation of
applicable environmental laws with respect to any known circumstances or
conditions relating to the related Mortgaged Property; or (ii) if any such
Environmental Report does reveal any such circumstances or conditions with
respect to the related Mortgaged Property and the same have not been
subsequently remediated in all material respects, then one or more of the
following are true--(A) one or more parties not related to the related Mortgagor
and collectively having financial resources reasonably estimated to be adequate
to cure the violation was identified as the responsible party or parties for
such conditions or circumstances, and such conditions or circumstances do not
materially impair the Value of the related Mortgaged Property, (B) the related
Mortgagor was required to provide additional security reasonably estimated to be
adequate to cure the violations and/or to obtain and, for the period
contemplated by the related Mortgage Loan documents, maintain an operations and
maintenance plan, (C) the related Mortgagor, or other responsible party,
provided a "no further action" letter or other evidence that would be acceptable
to a reasonably prudent commercial mortgage lender, that applicable federal,
state or local governmental authorities had no current intention of taking any
action, and are not requiring any action, in respect of such conditions or
circumstances, (D) such conditions or circumstances were investigated further
and based upon such additional investigation, a qualified environmental
consultant recommended no further investigation or remediation, (E) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor impaired property environmental insurance policy
and each such policy is noncancellable during its term, is in the amount at
least equal to 125% of the principal balance of the Mortgage Loan, has a term
ending no sooner than the date which is five years after the maturity date of
the Mortgage Loan to which it relates and either does not provide for a
deductible or the deductible amount is held in escrow and all premiums have been
paid in
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full. Each Mortgagor represents and warrants in the related Mortgage Loan
documents that except as set forth in certain environmental reports and to its
knowledge it has not used, caused or permitted to exist and will not use, cause
or permit to exist on the related Mortgaged Property any hazardous materials in
any manner which violates federal, state or local laws, ordinances, regulations,
orders, directives or policies governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
hazardous materials. The related Mortgagor (or affiliate thereof) has agreed to
indemnify, defend and hold the Seller and its successors and assigns harmless
from and against any and all losses, liabilities, damages, injuries, penalties,
fines, out-of-pocket expenses and claims of any kind whatsoever (including
attorneys' fees and costs) paid, incurred or suffered by or asserted against,
any such party resulting from a breach of environmental representations,
warranties or covenants given by the Mortgagor in connection with such Mortgage
Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each other
agreement executed by or on behalf of the related Mortgagor with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
receivership, fraudulent transfer and conveyance or other similar laws affecting
the enforcement of creditors' rights generally, (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and (iii) public policy considerations underlying applicable
securities laws, to the extent that such public policy considerations limit the
enforceability of provisions that purport to provide indemnification from
liabilities under applicable securities laws, and except that certain provisions
in such loan documents may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the foregoing
clauses (i) and (ii)) such limitations or unenforceability will not render such
loan documents invalid as a whole or substantially interfere with the
mortgagee's realization of the principal benefits and/or security provided
thereby. There is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreements that would deny the mortgagee the principal
benefits intended to be provided thereby, except in each case, with respect to
the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance
charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing
I-6
a Mortgage Loan is the subject of a business interruption or rent loss insurance
policy providing coverage for at least twelve (12) months (or a specified dollar
amount which is reasonably estimated to cover no less than twelve (12) months of
rental income), unless such Mortgaged Property constitutes a manufactured
housing community. If any portion of the improvements on a Mortgaged Property
securing any Mortgage Loan was, at the time of the origination of such Mortgage
Loan, in an area identified in the Federal Register by the Flood Emergency
Management Agency as a special flood hazard area (Zone A or Zone V), and flood
insurance was available, a flood insurance policy is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of: (1) the full insurable value of the related Mortgaged Property or
(2) the maximum amount of insurance available. Each Mortgaged Property located
in California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
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15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher
than the lien of the related Mortgage and that have not been paid or are
not otherwise covered by an escrow of funds sufficient to pay such charge.
For purposes of this representation and warranty, real property taxes and
assessments and other charges shall not be considered delinquent until the
date on which interest and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar
proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning
consultant's report or an endorsement to the related Title Policy, or based
on such other due diligence considered reasonable by prudent commercial
mortgage lenders in the lending area where the subject Mortgaged Property
is located (including, without limitation, when commercially reasonable, a
representation of the related Mortgagor at the time of origination of the
subject Mortgage Loan), the improvements located on or forming part of each
Mortgaged Property securing a Mortgage Loan are in material compliance with
applicable zoning laws and ordinances or constitute a legal non-conforming
use or structure (or, if any such improvement does not so comply and does
not constitute a legal non-conforming use or structure, such non-compliance
and failure does not materially and adversely affect the Value of the
related Mortgaged Property). In the case of each legal non-conforming use
or structure, the related Mortgaged Property may be restored or repaired to
the full extent of the use or structure at the time of such casualty or law
and ordinance coverage has been obtained in an amount that would be
required by prudent commercial mortgage lenders (or, if the related
Mortgaged Property may not be restored or repaired to the full extent of
the use or structure at the time of such casualty and law and ordinance
coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and
adversely affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a
material portion of a Mortgaged Property (together with any and all written
amendments and modifications thereof and any and all estoppels from or
other agreements with the ground lessor, a "Ground Lease"), but not by the
related fee interest in such Mortgaged Property or such material portion
thereof (the "Fee Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly and duly recorded; such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage; and there has
been no material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in written
instruments which are a part of the related Mortgage File; and if required
by such Ground Lease, the lessor thereunder has received notice of the lien
of the related Mortgage in accordance with the provisions of such Ground
Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or
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encumbrances superior to, or of equal priority with, the related Mortgage,
other than the related Fee Interest and Permitted Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground Lease
has not been terminated and all amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under such Ground Lease) to cure any default
under such Ground Lease, which is curable after the receipt of notice of
any such default, before the lessor thereunder may terminate such Ground
Lease;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term which does not end prior to the
5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if exercised,
would cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease for any reason,
including as a result of a rejection of such Ground Lease in a bankruptcy
proceeding involving the related Mortgagor, unless the mortgagee under such
Mortgage Loan fails to cure a default of the lessee that is susceptible to
cure by the mortgagee under such Ground Lease following notice thereof from
the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or
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(ii) to the payment of the outstanding principal balance of the Mortgage
Loan together with any accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the related Mortgaged Property is
located at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury
Regulations Section 1.860G-2(a) (but without regard to the rule in Treasury
Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage under certain circumstances).
Each Mortgage Loan is directly secured by an interest in real property
(within the meaning of Treasury Regulations Section 1.856-3(c) and
1.856-3(d)), and either (1) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of such Mortgage Loan at the time the Mortgage Loan was
(a) originated or modified (within the meaning of Treasury Regulations
Section 1.860G-2(b)(1)) or (b) contributed to the Trust Fund, or (2)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect an interest in real property and such interest
in real property was the only security for the Mortgage Loan at the time
such Mortgage Loan was originated or modified. For purposes of the previous
sentence, the fair market value of the referenced interest in real property
shall first be reduced by (1) the amount of any lien on such interest in
real property that is senior to the Mortgage Loan, and (2) a proportionate
amount of any lien on such interest in real property that is in parity with
the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such
Mortgage Loan has advanced funds or induced, solicited or knowingly
received any advance of funds from a party other than the owner of the
related Mortgaged Property (other than amounts paid by the tenant as
specifically provided under a related lease or by the property manager),
for the payment of any amount required by such Mortgage Loan, except for
interest accruing from the date of origination of such Mortgage Loan or the
date of disbursement of the Mortgage Loan proceeds, whichever is later, to
the date which preceded by 30 days the first due date under the related
Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee
thereunder, is convertible by its terms into an equity ownership interest
in the related Mortgaged Property or the related Mortgagor, provides for
any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property, or provides for the negative
amortization of interest, except that, in the case of an ARD Loan, such
Mortgage Loan provides that, during the period commencing on or about the
related Anticipated Repayment Date and continuing until
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such Mortgage Loan is paid in full, (a) additional interest shall accrue and may
be compounded monthly and shall be payable only after the outstanding principal
of such Mortgage Loan is paid in full, and (b) a portion of the cash flow
generated by such Mortgaged Property will be applied each month to pay down the
principal balance thereof in addition to the principal portion of the related
monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the
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related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgaged Property as it was then operated or such material licenses,
permits and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages recorded on the related Mortgaged Properties with respect to such
Mortgage Loans is at least equal to the total amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
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31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due inquiry
consistent with the inquiry a reasonably prudent commercial mortgage lender
would conduct under similar circumstances, there exists no material default,
breach, violation or event of acceleration under the Mortgage Note or Mortgage
for any Mortgage Loan (other than payments due but not yet 30 days or more
delinquent); provided, however, that this representation and warranty does not
cover any default, breach, violation or event of acceleration that pertains to
or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
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36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, (i) the rate at which such
ARD Loan accrues interest will increase by at least two (2) percentage points
and (ii) the related Mortgagor is required to enter into a lockbox arrangement
on the ARD Loan whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the applicable
servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company pursuant to escrow instructions), in all places necessary to
perfect (to the extent that the filing of such a UCC financing statement can
perfect such a security interest) a valid security interest in the personal
property of the related Mortgagor granted under the related Mortgage. If any
Mortgaged Property securing a Mortgage Loan is operated as a hospitality
property, then (a) the security agreements, financing statements or other
instruments, if any, related to the Mortgage Loan secured by such Mortgaged
Property establish and create a valid security interest in all items of personal
property owned by the related Mortgagor which are material to the conduct in the
ordinary course of the Mortgagor's business on the related Mortgaged Property,
subject only to purchase money security interests, personal property leases and
security interests to secure revolving lines of credit and similar financing;
and (b) one or more UCC financing statements covering such personal property
have been filed or recorded (or have been sent for filing or recording or
submitted to a title company pursuant to escrow instructions) wherever necessary
to perfect under applicable law such security interests (to the extent a
security interest in such personal property can be perfected by the filing of a
UCC financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
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41. Commencement of Amortization. Except as disclosed in the
Prospectus Supplement, each Mortgage Loan begins to amortize prior to its Stated
Maturity Date or, in the case of an ARD Loan, prior to its Anticipated Repayment
Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrow deposits
are being conveyed hereunder to the Purchaser. Any and all material requirements
under each Mortgage Loan as to completion of any improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the date hereof, have been complied with in
all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged
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Property and annual financial statements of the related Mortgagor, and with such
other information as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor impaired property policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property; in each case to the extent that the failure to make any
such disclosure or deliver any such report would materially and adversely affect
the Purchaser's ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
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ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
REP. 4 LIEN; VALID ASSIGNMENT
With respect to Loan 12, University Village, there is a prior Deed of
Trust to the Redevelopment Agency of the City of Riverside. The Deed of Trust
secures an obligation of the Borrower to pay any "shortfall" in taxes below a
threshold amount (which shortfall would occur as a result of a decrease in the
assessed value of the property--the property is currently assessed at an amount
such that the taxes due are above the threshold).
REP. 5 ASSIGNMENT OF LEASES AND RENTS
With respect to Loan 12, University Village, there is a subordinate
Assignment of Rents in favor of the Redevelopment Agency of the City of
Riverside. The Assignment of Rents secures an obligation of the Borrower to make
certain annual payments to the Agency for the repayment of funds the City
obtained from HUD in connection with the redevelopment of the Property.
REP. 6 MORTGAGE STATUS; WAIVERS AND MODIFICATIONS
With respect to various Countrywide Loans, the payment dates have been
amended to the 8th day of the month.
REP. 7 CONDITION OF PROPERTY; CONDEMNATION.
With respect to Loan 71, 000 Xxxxx Xxxxx Xxxxx, the roof is need of
replacement. Although the borrower did not escrow funds for immediate repairs, a
recourse guaranty against the sponsor was obtained by Countrywide.
REP. 10 MORTGAGE PROVISIONS
The Countrywide loans may contain limitations with respect to
terrorism insurance, such as limits relating to a requirement that terrorism
insurance only be obtained so long as it is commercially available or that the
mortgagor shall maintain terrorism insurance provided such coverage is generally
available at commercially reasonable rates as determined by lender, or there may
be limits relating to the amount of premium that is required to be paid for
terrorism insurance or that terrorism insurance only be required to be in affect
for as long as TRIA is in effect or other limitations. See also exception to
representations number 14.
REP. 12 ENVIRONMENTAL CONDITIONS
With respect to all of Countrywide's Loans, in the Mortgage Loan
documents, the Mortgagor represents, warrants and covenants, as to itself and
the Mortgaged Property: (a) other than as disclosed to the lender in the
environmental report obtained in connection with the
origination of the Mortgage Loan, there are no hazardous substances or
underground storage tanks in, on, or under the Mortgaged Property, except those
that are both (i) in compliance with all environmental laws and with permits
issued pursuant thereto and (ii) which do not require remediation; (b) there are
no past, present or threatened releases of hazardous substances in, on, under,
from or affecting the Mortgaged Property which have not been fully remediated in
accordance with environmental laws; (c) there is no release or threat of any
release of hazardous substances which has or is migrating to the Mortgaged
Property; (d) there is no past or present non-compliance with environmental
laws, or with permits issued pursuant thereto, in connection with the Mortgaged
Property which has not been fully remediated in accordance with environmental
laws; (e) the Mortgagor does not know of, and has not received, any written or
oral notice or other communication from any person (including, without
limitation, any governmental authority) relating to hazardous substances or the
remediation thereof, of possible liability of any person pursuant to any
environmental law, other environmental conditions in connection with the
Mortgaged Property, or any actual or potential administrative or judicial
proceedings in connection with any of the foregoing; and (f) the Mortgagor has
truthfully and fully provided to the lender, in writing, any and all information
relating to conditions in, on, under or from the Mortgaged Property that is
known to the Mortgagor and that is contained in files and records of the
Mortgagor, including, without limitation, any reports relating to hazardous
substances in, on, under or from the Mortgaged Property and/or to the
environmental condition of the Mortgaged Property.
The Mortgagors and the environmental indemnitor are not obligated
under the Mortgage Loan documents to indemnify the lender or any other
indemnified party (a) for any losses which arise out of the fraud or willful
misconduct of the lender or any other indemnified party, or (b) to the extent
the fact, circumstances or event relating to any affected Mortgaged Property
first arises or accrues from or after any foreclosure by the lender or any other
indemnified party, or acceptance of a deed in lieu thereof, or lender or any
other indemnified party or a designee thereof takes physical possession of such
Mortgaged Property pursuant to any rights or remedies provided for in the
Mortgage Loan documents.
REP. 14 INSURANCE
With respect to Loan 25, Malibu Country Mart-3835, the insurer has a
claims paying ability, as rated by S&P not less than "BBB" or "A:VIII" by A.M.
Best. Terrorism coverage is required if available at a commercially reasonable
rate.
With respect to Loan 75, Malibu Country Mart-3900, Terrorism coverage
is required if available at a commercially reasonable rate.
With respect to Loan 12, University Village, the Loan Documents
require an insurance carrier with a "BBB" rating by S&P.
In addition to the above exceptions, the other Countrywide loans may
contain similar or other limitations with respect to terrorism insurance, such
as limits relating to a requirement that terrorism insurance only be obtained so
long as it is commercially available or that the mortgagor shall maintain
terrorism insurance provided such coverage is generally available at
commercially reasonable rates as determined by lender, or there may be limits
relating to the amount of premium that is required to be paid for terrorism
insurance or that terrorism insurance is only required to be in affect for long
as the TRIA is in effect or other limitations.
REP. 17. LOCAL LAW COMPLIANCE.
With respect to Loan 98, 0000 Xxxxxx Xxxx, minimal modifications are
required to comply with the American with Disabilities Act.
REP. 18 LEASEHOLD ESTATE ONLY
With respect to Loan 13, Holiday Inn Express--Mission Bay Sea World, a
non- material portion of the overall property is subject to a ground lease in
which borrower is the sub sub-lessee and also owns an undivided 1/2 fee
interest. The ground lease extends 10 years beyond loan maturity (2010) but does
not extend 10 years beyond the amortization period of the loan (30 years-2045);
the ground leases expire in 2035. The term of a portion (not a material portion)
extends 10 years beyond loan maturity (5-year loan) but not beyond the
amortization period. There is no provision for a new lease if the ground lease
is terminated, only for the right to transfer of the leasehold estate if the
lender forecloses.
REP. 23 OTHER MORTGAGE LIENS
As of the closing date of the Equity Lifestyle Portfolio Mortgage
Loan, Loan 8, certain park model units at the Mortgaged Property were encumbered
by liens for the benefit of third party lenders. Mortgagor has represented and
warranted that the aggregate amount required to pay in full all existing liens
on and security interests in any park model units at the Mortgaged Property, and
to obtain full release of such liens and security interests, is $331,255, and
has covenanted that no park model unit at the Mortgaged Property shall be
subject to a lien or be otherwise encumbered by a security interest in favor of
any person other than the lender. Further, at closing of the Mortgage Loan,
Mortgagor deposited $331,225 into a lender-controlled account. Provided no event
of default has occurred and is continuing with respect to the Mortgage Loan,
Mortgagor may request that lender disburse funds from such account to Mortgagor,
to the extent such funds are available, to reimburse Mortgagor for the payoff of
obligations relating to liens on and security interests in park model units.
Together with each such request, Mortgagor shall furnish lender with evidence
reasonably required by lender of the release in full of such liens and security
interests.
With respect to Loan 8, Equity Lifestyle Portfolio, since the
origination date of the Mortgage Loan, a third party transferee has purchased
the original Mortgagor's interest in and to all of the Mortgaged Property and
assumed the original Mortgagor's rights and obligations in connection with the
Mortgage Loan. Such purchase has been structured as a "reverse Section 1031
exchange" whereby the original Mortgagor transferred title to the Mortgaged
Property to a new Mortgagor (comprised of three special-purpose entities) of
which 100% is owned by a third party 1031 exchange accommodator. The new
Mortgagor has leased the Mortgaged Property to MHC Operating Limited Partnership
(an affiliate of Equity Lifestyle Properties, Inc.) ("MHC") to operate and
manage the Mortgaged Property. MHC has provided a recourse guaranty and
environmental indemnity for the Mortgage Loan. At or prior to the expiration of
a time period to
accommodate the tax-deferred exchange, 100% of the membership interest in the
new Mortgagor will be transferred to MHC and the lease will terminate. In
connection with the foregoing transaction, MHC has made an unsecured loan to the
new Mortgagor (owned by the third party accommodator). Such loan is evidenced by
a Promissory Note. The Promissory Note is unsecured which is unsecured and by
its terms is subject and subordinate to the Mortgage Loan. The Mortgagor's
obligations under the Promissory Note shall be fully discharged upon conveyance
of the membership interests in the Mortgagor to MHC.
With respect to Loan 12, University Village, the borrower has incurred
secured debt on the mortgaged property to the Redevelopment Agency of the City
of Riverside in order to permit repayment of federal Housing and Urban
Development funds borrowed by the Redevelopment Agency in connection with the
redevelopment of the property. There is no stated balance on the debt but
payments are due annually on July 1 in the amount of $50,000 through 2007 and
$100,000 from 2008 to 2017, when the obligation terminates. The payment
obligations are secured by an assignment of leases and rents and a deed of
trust, both of which have been subordinated to the lien of the mortgage.
Additionally, the borrower is the obligor on a tax shortfall note, under which,
in the event that taxes on the property for any year are less than $45,000, the
borrower will have to make an additional payment equal to the difference between
taxes collected on the property and $45,000. The tax shortfall note is secured
by a deed of trust.
With respect to existing and future mezzanine debt see the exceptions
set forth to rep. 34.
REP. 26 LICENSES AND PERMITS
With respect to Loan 8, Equity Lifestyle Portfolio, with respect to
both the Xxxxxxx Beach (Oswego County, New York) and Xxxxx Beach (New Hampshire)
properties, trailer parks/campsites are permitted by special permit or exception
only. According to the PZR report issued at closing, the use of these properties
as trailer parks/campsites was established prior to the adoption of the
applicable zoning ordinances and special permit requirements and is therefore,
in both cases, considered a legal non-conforming (no permits required).
REP. 28 RELEASE OF MORTGAGED PROPERTIES
With respect to Loan 8, Equity Lifestyle Portfolio, so long as no event of
default under the mortgage loan is continuing, the Equity Lifestyle Portfolio
Loan permits partial defeasance of the loan in connection with a release of
individual properties with non-callable government securities beginning two
years after the creation of the series 2005-CIP1 securitization trust, in an
amount equal to the greater of (i) 125% of the allocated loan amount of the
property to be defeased, (ii) in the event that such partial defeasance is in
connection with the sale of the property to be defeased to a third party
unaffiliated with the borrowers or its sponsor, in an arm's-length transaction
pursuant to the permitted transfer provisions of the loan documents, an amount
equal to 85% of the gross sales price to be paid by or on behalf of such
transferee for purchase of such property, and (iii) an amount which causes the
adjusted debt service coverage ratio with respect to the undefeased portion of
the Equity Lifestyle Portfolio Loan to be at least 1.35:1. The conditions for
partial defeasance include payment by the borrowers of all reasonable fees and
expenses associated with the partial defeasance, and written confirmation from
the
relevant rating agencies that such partial defeasance will not result in any
withdrawal, qualification or downgrade the then-applicable rating on any
security issued in connection with the Equity Lifestyle Portfolio Loan.
With respect to Loan 11, Verga Portfolio, any of the mortgaged real properties
in the portfolio may be released, subject to certain conditions, including among
others: (i) all of the five commercial properties in the portfolio must be
released at any time prior to the release of any of the multifamily properties
in the portfolio, (ii) the one multifamily property in the portfolio located on
Xxxx Avenue in Marina, Monterey County, California, may be released after the
release of all of the commercial properties in the portfolio, (iii) the 10
multifamily properties in the portfolio not located on Xxxx Avenue in Marina,
Monterey County, California, may be released, either individually or in their
entirety, after the release of all of the commercial properties in the
portfolio, and (iv) the defeasance amount payable to the lender for the relevant
portion of the portfolio being released is equal to the highest of (a) 110% of
the allocated mortgage loan amount relating to the relevant mortgaged real
properties being released, (b) an amount which results in the remaining unpaid
principal balance of the mortgage loan being sufficient to support the actual
debt service coverage ratio for the mortgage loan prior to the release, and (c)
such other amount which results in the remaining unpaid principal balance of the
mortgage loan being sufficient to support a minimum debt service coverage ratio
of 1.20:1.
With respect to Loan 33, Nass Portfolio, an individual property may be released
from the lien of the related mortgage upon payment of a defeasance amount equal
to the highest of (a) 105% of the allocated loan amount relating to the Saticoy
Plaza or La Siesta Plaza properties or 100% of the allocated loan amount
relating to the Valvoline ground lease, (b) 75% of the gross sales price for the
property being released, and (c) such other amount that results in the remaining
unpaid principal balance of the loan being sufficient to support a minimum DSCR
of 1.25x.
With respect to Loan 45, Euless Town Center, a parcel may be released from the
lien of the mortgage upon defeasance of a principal amount sufficient to produce
a DSCR of at least 1.25:1 and an LTV not in excess of 75% on the undefeased
portion of the loan. Upon the release of the parcel, there will be restrictions
on its use to protect the remaining collateral.
With respect to Loan 12, University Village-Riverside, a parcel may be
released from the lien of the mortgage without payment or defeasance provided
the LTV on the remaining collateral is not greater than 80%, the parcel to be
released has produces no income, the parcel has been subdivided into a separate
tax parcel, any necessary reciprocal easements have been executed.
REP. 34 DUE-ON-SALE
With respect to Loan 8, Equity Lifestyle Portfolio, Mortgagor is also
permitted to sell all of the Mortgaged Property to another party, provided that
various conditions set forth in the Mortgage Loan Documents are satisfied,
including delivery to lender of a confirmation by each of the applicable rating
agencies which confirms that such sale will not result in any qualification,
withdrawal or downgrading of any existing ratings of securities relating to the
Mortgage Loan.
Since the closing date of the Mortgage Loan, a third party transferee
has purchased the original Mortgagor's interest in and to all of the Mortgaged
Property and assumed the original Mortgagor's rights and obligations in
connection with the Mortgage Loan. Such purchase has been structured as a
"reverse Section 1031 exchange" whereby the original Mortgagor transferred title
to the Mortgaged Property to a new Mortgagor (comprised of three special-purpose
entities) of which 100% is owned by a third party 1031 exchange accommodator.
The new Mortgagor has leased the Mortgaged Property to MHC Operating Limited
Partnership (an affiliate of Equity Lifestyle Properties, Inc.) ("MHC") to
operate and manage the Mortgaged Property. MHC has provided a recourse guaranty
and environmental indemnity for the Mortgage Loan. At or prior to the expiration
of a time period to accommodate the tax-deferred exchange, 100% of the
membership interest in the new Mortgagor will be transferred to MHC and the
lease will terminate. The foregoing transactions have been permitted by the
lender.
With respect to all of Countrywide's loans in addition to the above
stated exceptions, the Property may be transferred without the written consent
of the Lender in sales of the entire Property to another party (the "Transferee
Borrower"), provided that prior to such sale the following conditions, among
others, are met: (a) Borrower may be required to pay to lender a transfer fee,
(b) the identity, experience, financial condition, creditworthiness, single
purpose nature and bankruptcy remoteness of the Transferee Borrower and the
replacement guarantors and indemnitors shall be reasonably satisfactory to
Lender, (c) Borrower, Transferee Borrower, Guarantor and the replacement
guarantors and indemnitors shall execute and deliver any and all documentation
as may be reasonably required by Lender, in form and substance reasonably
satisfactory to Lender in Lender's reasonable discretion (including, without
limitation, assumption documents), (d) counsel to Transferee Borrower and the
replacement guarantors and indemnitors shall deliver to Lender opinion letters
relating to such transfer (including, without limitation, tax, bankruptcy and
REMIC opinions) in form and substance reasonably satisfactory to Lender in
Lender's reasonable discretion, and (e) Borrower pays all reasonable expenses
incurred by Lender in connection with such transfer, including, without
limitation, Lender's reasonable attorneys fees and expenses, all recording fees,
and all fees payable to the Title Company for the delivery to Lender of the
endorsement referred to in clause (e) above.
The following Countrywide loans have existing mezzanine debt:
With respect to Loan 55, 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx, a mezzanine
loan secured by a pledge of 49% of the equity interests in the borrower was made
in the original principal balance of $125,000.
The following Countrywide loans permit mezzanine debt in the future,
subject to satisfaction of certain conditions set forth in the related mortgage
loan document:
(i) Malibu County Mart - 3835 Cross Creek, (ii) Malibu Country Mart -
3900 Cross Creek, (iii) Euless Town Center, (iv) Equity Lifestyle Portfolio, (v)
Dos Xxxxxx, (vi) Valley Ridge, (vii) Casa Real Apartments, (viii) Santa Fe
Village, (ix) Park Forest Apartments and (x) Villas Del Xxxxx.
REP. 35 SINGLE PURPOSE ENTITY
With respect to Loan 79, Nobl Park Apartments, organizational
documents of Mortgagor do not contain single purpose entity provisions, however,
the Mortgagor covenants in the loan documents that it is and will remain a
Single Purpose Entity.
With respect to Loan 84, 00000 Xxxxxxx Xxxxxxxxx (Xxxxxxx), loan
amount of $5,900,000--SPE provisions were not included in the organizational
documents of either Mortgagor, however said provisions were included in the Loan
Agreement.
REP. 38 ARD LOANS
With respect to Loans 25, Malibu County Mart - 3835 Cross Creek and
Malibu Country Mart - 3900 Cross Creek the related mortgage loan documents do
not require a lockbox arrangement in the event that the ARD loan is not repaid
in full on its anticipated repayment date.
REP. 43 RECOURSE
With respect to Loan 00, Xxxx Xxxxxx Xxxxxxx, there is no separate
environmental indemnification by Guarantor (Principal).
With respect to Loan 00, X-000 Xxxxxxxxx Xxxxx, there guaranty is not
by a natural person.
REP. 45 FEE SIMPLE INTEREST
With respect to Loan 13, Holiday Inn Express--Mission Bay Sea World, a
portion of the collateral is subject to a ground lease; the other portion is a
fee interest. See exception to representation number 18.
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS
CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE
WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
[None.]
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR IMPAIRED PROPERTY
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[None.]
SCHEDULE II
MORTGAGE LOAN SCHEDULE
MLMT 2005 - CIP1 COUNTRYWIDE MORTGAGE LOAN SCHEDULE
Loan Level
Property Level
<TABLE>
MORTGAGE
LOAN
LOAN # PROPERTY NAME SELLER PROPERTY TYPE ADDRESS
----------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio CRF Manufactured Housing Various
8.01 Xxxxxxx Beach RV Resort CRF Manufactured Housing 80 Xxxxxxx Beach
8.02 Alpine Lake RV Resort CRF Manufactured Housing 00 Xxxxx Xxxx
0.00 Xxxxx Xxxxx RV Resort CRF Manufactured Housing 000 Xxxxxxx Xxxx Xxxx
11 Verga Portfolio CRF Various Various
11.01 Xxxxx - Xxxxx Multifamilies CRF Multifamily 0000-0000 Xxxx Xxxxxx
11.02 Xxxxx Xxxxxx Apartments CRF Multifamily 000 Xxxxxx Xxxxxx
11.03 0000 Xxx Xxx Xxxx CRF Office 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx XXX Xxxxxx 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments CRF Multifamily 000 Xxxxxxxxxxx Xxxx
11.06 Villa Pines Apartments CRF Multifamily 000 Xxxxx Xxxx Xxxxxx
11.07 0000 Xxxxxx Xxxxxx CRF Multifamily 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments CRF Multifamily 000 Xxxxxxxxxxx Xxxx
11.09 000 Xxx Xxxx Xxxxx XXX Mixed Use 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx CRF Office 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx XXX Xxxxxx 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx CRF Multifamily 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx CRF Multifamily 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx XXX Multifamily 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx CRF Multifamily 0000 Xxxxxx Xxxxxx
11.16 000 Xxxxxxxx Xxxxxxxxxx XXX Multifamily 000 Xxxxxxxx Xxxxxx
12 University Village CRF Retail 1201, 1223 and 0000 Xxxxxxxxxx
Xxxxxx
13 Holiday Inn Mission Bay SeaWorld CRF Hospitality 3737 Sports Arena Boulevard
25 Malibu Country Mart - 3835 CRF Retail 0000 Xxxxx Xxxxx Xxxx
27 Maple Wholesale Center CRF Retail 0000-0000 Xxxxx Xxxxxx
32 La Fiesta Apartments CRF Multifamily 0000 Xxxxx Xxxx Xxxxxxxxx
33 Nass Portfolio CRF Retail Various
33.01 Saticoy Xxxxx XXX Xxxxxx 00000 Xxxxxxx Xxxxxx
33.02 La Siesta Plaza CRF Retail 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
33.03 Valvoline Center (Ground Lease) CRF Other 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
39 Plaza Diamond Bar CRF Mixed Use 1900 - 2040 South Brea Canyon
Road
45 Euless Town Center CRF Retail 0000 Xxxxxxx Xxxxxxx
47 Timonium Center CRF Retail 000 Xxxx Xxxxxxxx Xxxx
49 I-805 Corporate Xxxxx XXX Xxxxxx 0000 Xxxxxxx Xxxxx
00 Xxxx Xxxxxx Xxxxxxx CRF Manufactured Housing 0000 Xxxx Xxxxxx Xxxx
55 5900 North Xxxxxxxxx Boulevard CRF Office 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
60 Dos Xxxxxx CRF Multifamily 10561 Xxxxxxx Place
62 16253-16293 Xxxx Avenue CRF Industrial 16253-16293 Xxxx Avenue
63 San Clemente Self Storage CRF Self Storage 000 Xxxxxxx Xx Xxxx
00 Xxxx Xxxxxx CRF Mixed Use 5203-5281 Coconut Creek Parkway
68 Valley Ridge CRF Multifamily 0000 Xxxxxx Xxxxxx Xxxxx
71 000 Xxxxx Xxxxx Xxxxx XXX Mixed Use 000 Xxxxx Xxxxx Xxxxx
75 Malibu Country Mart - 3900 CRF Retail 0000 Xxxxx Xxxxx Xxxx
00 Xxxx Xxxx Xxxxxxxxxx XXX Multifamily 0000 XX 000xx Xxxxxx
00 Xxxxxxx Xxxxxx XXX Mixed Use 00000 Xxxxxxx Xxxxxxxxx
94 Casa Real Apartments CRF Multifamily 00000 Xxxxxxx Xxxxxxxxx
96 00000 Xxxxxxxxx Xxxxx CRF Office 00000 Xxxxxxxxx Xxxxx
98 0000 Xxxxxx Xxxx CRF Retail 0000 Xxxx Xxxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxxxx XXX Multifamily 000 Xxxxxxxx Xxxxx
100 Black Bear Center CRF Retail 0000-0000 Xxxx Xxxx Xxxx
106 Santa Fe Village CRF Multifamily 0000 Xxxxxxxx Xxxxxx
108 0000-0000 00xx Xxxxxx CRF Retail 0000-0000 00xx Xxxxxx
110 00000 Xxxxxxxxx Xxxxx CRF Xxxxxx 00000 Xxxxxxxxx Xxxxx
000 Xxxx Xxxxxx CRF Multifamily 0000 X.X. 00xx Xxxxxx
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments CRF Multifamily 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
and 0000 Xxxx Xxxxxx Xxxxxx
123 Pleasant Grove Shopping Village CRF Retail 00 Xxxx Xxxx
000 Xxxx Xxxxx Parkway CRF Office 0000 Xxxx Xxxxx Xxxxxxx
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium XXX Xxxxxx 000 Xxxxxxxxx Xxxxxx
129 Xxxxxxx Place CRF Multifamily 00000 Xxxxxxxx Xxxxxxxxx
130 Eckerd CRF Retail 0000 Xxxxx Xxxxx Xxxxxx
131 Mid-State Bank Branch CRF Xxxxxx 0000 Xxxxxxxxx Xxxx
000 Xxxxxx Xxx Xxxxx CRF Multifamily 9238 Betel
LOAN # PROPERTY NAME CITY COUNTY STATE ZIP CODE
-----------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio Various Various Various Various
8.01 Xxxxxxx Beach RV Resort Pulaski Xxxxxx XX 00000
8.02 Xxxxxx Xxxx XX Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
8.03 Xxxxx Xxxxx XX Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
11 Verga Portfolio Various Various Various Various
11.01 Xxxxx - Xxxxx Multifamilies Marina Xxxxxxxx XX 00000
11.02 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
11.03 0000 Xxx Xxx Xxxx Xxxxxxxxxxxxxxx Xxxxxxxxx XX 00000
11.04 000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
11.05 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
11.06 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX 00000
11.07 0000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
11.08 Xxxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
11.09 000 Xxx Xxxx Xxxxx Xxxxxxxxxxxxxxx Xxxxxxxxx XX 00000
11.10 000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
11.11 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
11.12 000-000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
11.13 000-000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
11.14 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
11.15 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
11.16 000 Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
00 Xxxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
13 Holiday Inn Xxxxxxx Xxx XxxXxxxx Xxx Xxxxx Xxx Xxxxx XX 00000
25 Malibu Country Mart - 0000 Xxxxxx Xxx Xxxxxxx XX 00000
27 Maple Wholesale Center Los Angeles Xxx Xxxxxxx XX 00000
00 Xx Xxxxxx Xxxxxxxxxx Xxx Xxxxx Xxxxx XX 00000
33 Nass Portfolio Various Various CA Various
33.01 Saticoy Xxxxx Xxx Xxxx Xxx Xxxxxxx XX 00000
33.02 La Xxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000
33.03 Valvoline Center (Ground Lease) Xxxxxxxx Xxxx Xxxxxxx XX 00000
00 Xxxxx Xxxxxxx Xxx Xxxxxxx Xxx Xxx Xxxxxxx XX 00000
00 Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
00 X-000 Xxxxxxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx XX 00000
00 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxxx Xxxx XX 00000
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxx Xxxx Xxx Xxxxxxx XX 00000
00 Xxx Xxxxxx Xx Xxxx Xx Xxxx XX 00000
62 16253-16293 Xxxx Avenue City of Industry Xxx Xxxxxxx XX 00000
63 San Clemente Self Storage Xxx Xxxxxxxx Xxxxxx XX 00000
00 Xxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
00 Xxxxxx Xxxxx Xx Xxxx Xx Xxxx XX 00000
71 000 Xxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
75 Malibu Country Mart - 3900 Malibu Xxx Xxxxxxx XX 00000
00 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx XX 00000
00 Xxxxxxx Xxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000
00 Xxxx Xxxx Xxxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000
96 00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000
98 0000 Xxxxxx Xxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000
000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
000 Xxxxx Xx Xxxxxxx Xx Xxxx Xx Xxxx XX 00000
108 0000-0000 00xx Xxxxxx Xxxxxxxx Xxxxx XX 00000
110 00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000
000 Xxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
121 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxxxx Xxxx XX 00000
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000
000 Xxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxx XX 00000
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium Xxx Xxxx Xxx Xxxx XX 00000
000 Xxxxxxx Xxxxx Xx Xxxx Xx Xxxx XX 00000
000 Xxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000
000 Xxx-Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000
000 Xxxxxx Xxx Xxxxx Xx Xxxx Xx Xxxx XX 00000
CUTOFF
BALANCE ORIGINAL IO MONTHLY
LOAN # PROPERTY NAME (8/1/2005) BALANCE DEBT SERVICE
-----------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio 41,464,993.70 41,500,000.00
8.01 Xxxxxxx Beach RV Resort 21,553,973.33 21,572,170.00
8.02 Alpine Lake RV Resort 14,590,983.75 14,603,302.00
8.03 Xxxxx Beach RV Resort 5,320,036.63 5,324,528.00
11 Verga Portfolio 34,000,000.00 34,000,000.00 157,135.88
11.01 Xxxxx - Xxxxx Multifamilies 5,419,000.00 5,419,000.00
11.02 Xxxxx Xxxxxx Apartments 5,100,000.00 5,100,000.00
11.03 0000 Xxx Xxx Xxxx 3,875,000.00 3,875,000.00
11.04 000 Xxxxxx Xxxxxx 3,358,000.00 3,358,000.00
11.05 Xxxxx Xxxxxx Apartments 2,970,000.00 2,970,000.00
11.06 Villa Pines Apartments 2,590,000.00 2,590,000.00
11.07 0000 Xxxxxx Xxxxxx 2,130,000.00 2,130,000.00
11.08 Driftwood Apartments 1,953,000.00 1,953,000.00
11.09 000 Xxx Xxxx Xxxxx 1,720,000.00 1,720,000.00
11.10 000 Xxxxx Xxxxxx 1,240,000.00 1,240,000.00
11.11 0000 Xxxxxx Xxxxxx 1,211,000.00 1,211,000.00
11.12 000-000 Xxxxxxx Xxxxxx 800,000.00 800,000.00
11.13 000-000 Xxxxxxx Xxxxxx 560,000.00 560,000.00
11.14 0000 Xxxxxxxx Xxxxxx 505,000.00 505,000.00
11.15 0000 Xxxxxx Xxxxxx 290,000.00 290,000.00
11.16 910 Casanova Apartments 279,000.00 279,000.00
12 University Village 32,000,000.00 32,000,000.00 138,159.26
13 Holiday Inn Mission Bay SeaWorld 30,499,990.00 30,499,990.00 158,998.85
00 Xxxxxx Xxxxxxx Xxxx - 0000 20,000,000.00 20,000,000.00 94,629.63
27 Maple Wholesale Center 19,854,763.18 19,875,000.00
32 La Fiesta Apartments 16,200,000.00 16,200,000.00 69,395.63
33 Nass Portfolio 15,500,000.00 15,500,000.00 66,266.09
33.01 Saticoy Plaza 11,700,000.00 11,700,000.00
33.02 La Siesta Plaza 3,000,000.00 3,000,000.00
33.03 Valvoline Center (Ground Lease) 800,000.00 800,000.00
39 Plaza Diamond Bar 13,800,000.00 13,800,000.00 65,061.25
45 Euless Town Center 11,850,000.00 11,850,000.00 54,245.84
00 Xxxxxxxx Xxxxxx 10,800,000.00 10,800,000.00 46,993.75
00 X-000 Xxxxxxxxx Xxxxx 10,000,000.00 10,000,000.00 42,160.88
00 Xxxx Xxxxxx Xxxxxxx 9,350,000.00 9,350,000.00 40,526.41
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx 9,000,000.00 9,000,000.00 41,746.88
60 Dos Xxxxxx 8,500,000.00 8,500,000.00 35,908.57
62 00000-00000 Xxxx Xxxxxx 8,275,393.10 8,300,000.00
63 San Clemente Self Storage 8,250,000.00 8,250,000.00 36,664.76
65 Coco Centre 7,988,226.85 8,000,000.00
00 Xxxxxx Xxxxx 7,700,000.00 7,700,000.00 32,528.94
71 000 Xxxxx Xxxxx Xxxxx 7,492,813.38 7,500,000.00
00 Xxxxxx Xxxxxxx Xxxx - 0000 7,000,000.00 7,000,000.00 33,120.37
00 Xxxx Xxxx Apartments 6,500,000.00 6,500,000.00 29,107.06
00 Xxxxxxx Xxxxxx 5,900,000.00 5,900,000.00 27,915.74
94 Casa Real Apartments 5,294,460.20 5,300,000.00
96 00000 Xxxxxxxxx Xxxxx 4,900,000.00 4,900,000.00 21,548.94
98 0000 Xxxxxx Xxxx 4,800,000.00 4,800,000.00 23,278.89
00 Xxxxxxxx Xxxxxx 4,800,000.00 4,800,000.00 20,257.50
100 Black Bear Center 4,800,000.00 4,800,000.00 22,954.44
000 Xxxxx Xx Xxxxxxx 4,550,000.00 4,550,000.00 19,221.64
108 0000-0000 00xx Xxxxxx 4,250,000.00 4,250,000.00 19,570.17
110 00000 Xxxxxxxxx Xxxxx 4,025,000.00 4,025,000.00 17,700.92
000 Xxxx Xxxxxx 3,892,359.42 3,900,000.00
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 3,000,000.00 3,000,000.00 13,307.29
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 2,800,000.00 2,800,000.00
000 Xxxx Xxxxx Xxxxxxx 2,712,276.35 2,720,000.00
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 2,150,000.00 2,150,000.00 9,446.06
000 Xxxxxxx Xxxxx 1,965,000.00 1,965,000.00 8,301.22
130 Eckerd 1,894,756.04 1,900,000.00
131 Mid-State Bank Branch 1,850,000.00 1,850,000.00
134 Villas Del Xxxxx 908,598.29 910,000.00
IO ANNUAL MONTHLY P&I ANNUAL P&I
LOAN # PROPERTY NAME DEBT SERVICE DEBT SERVICE DEBT SERVICE
---------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio 247,028.65 2,964,343.80
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio 1,885,630.56 192,408.78 2,308,905.36
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 000 Xxxxxxxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxxxx 1,657,911.11 173,940.61 2,087,287.32
13 Holiday Inn Mission Bay SeaWorld 1,907,986.18 186,209.64 2,234,515.68
00 Xxxxxx Xxxxxxx Xxxx - 0000 1,135,555.56 114,815.80 1,377,789.60
27 Maple Wholesale Center 108,890.36 1,306,684.32
32 La Fiesta Apartments 832,747.50 87,659.47 1,051,913.64
33 Nass Portfolio 795,193.06 83,776.65 1,005,319.80
33.01 Saticoy Xxxxx
00.00 Xx Xxxxxx Xxxxx
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar 780,735.00 79,048.95 948,587.40
45 Euless Town Center 650,950.13 68,602.99 823,235.88
00 Xxxxxxxx Xxxxxx 563,925.00 58,970.83 707,649.96
00 X-000 Xxxxxxxxx Xxxxx 505,930.56 53,621.06 643,452.72
00 Xxxx Xxxxxx Xxxxxxx 486,316.88 50,938.30 611,259.60
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx 500,962.50
60 Dos Xxxxxx 430,902.78 45,629.84 547,558.08
62 00000-00000 Xxxx Xxxxxx 51,018.84 612,226.08
63 San Clemente Self Storage 439,977.08 45,607.92 547,295.04
65 Coco Centre 47,939.82 575,277.84
00 Xxxxxx Xxxxx 390,347.22 41,335.26 496,023.12
71 000 Xxxxx Xxxxx Xxxxx 42,255.37 507,064.44
75 Malibu Country Mart - 3900 397,444.44 40,185.53 482,226.36
00 Xxxx Xxxx Apartments 349,284.72 36,094.80 433,137.60
00 Xxxxxxx Xxxxxx 334,988.89 33,870.66 406,447.92
94 Casa Real Apartments 28,678.72 344,144.64
96 00000 Xxxxxxxxx Xxxxx 258,587.29 26,921.57 323,058.84
98 0000 Xxxxxx Xxxx 279,346.67 28,743.75 344,925.00
99 Sherwood Forest 243,090.00 25,752.77 309,033.24
100 Black Bear Center 275,453.33 28,105.29 337,263.48
000 Xxxxx Xx Xxxxxxx 230,659.72 24,425.38 293,104.56
108 0000-0000 00xx Xxxxxx 234,842.01 23,997.88 287,974.56
110 00000 Xxxxxxxxx Xxxxx 212,410.99 22,114.15 265,369.80
000 Xxxx Xxxxxx 22,610.91 271,330.92
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 159,687.50
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 15,635.58 187,626.96
000 Xxxx Xxxxx Xxxxxxx 15,838.64 190,063.68
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 113,352.78
000 Xxxxxxx Xxxxx 99,614.58 10,548.54 126,582.48
130 Eckerd 12,160.56 145,926.72
131 Mid-State Bank Branch 10,784.35 129,412.20
134 Villas Del Xxxxx 5,319.77 63,837.24
SUB-
PRIMARY MASTER TRUSTEE & SERVICING
INTEREST SERVICING SERVICING PAYING FEE NET MORTGAGE
LOAN # PROPERTY NAME RATE (%) FEE RATE FEE RATE AGENT FEE RATE ADMIN. FEE INTEREST RATE
----------------------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio 5.9330 0.01000 0.02000 0.00110 0.03110 5.9019
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio 5.4700 0.01000 0.02000 0.00110 0.03110 5.4389
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 000 Xxxxxxxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxxxx 5.1100 0.01000 0.02000 0.00110 0.03110 5.0789
13 Holiday Inn Mission Bay SeaWorld 6.1700 0.01000 0.02000 0.00110 0.03110 6.1389
00 Xxxxxx Xxxxxxx Xxxx - 0000 5.6000 0.01000 0.02000 0.00110 0.03110 5.5689
27 Maple Wholesale Center 5.1800 0.01000 0.02000 0.00110 0.03110 5.1489
00 Xx Xxxxxx Xxxxxxxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 5.0389
33 Nass Portfolio 5.0600 0.01000 0.02000 0.00110 0.03110 5.0289
33.01 Xxxxxxx Xxxxx
00.00 Xx Xxxxxx Xxxxx
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar 5.5800 0.01000 0.02000 0.00110 0.03110 5.5489
45 Euless Town Center 5.4180 0.01000 0.02000 0.00110 0.03110 5.3869
00 Xxxxxxxx Xxxxxx 0.0000 0.01000 0.02000 0.00110 0.05000 0.08110 5.0689
00 X-000 Xxxxxxxxx Xxxxx 4.9900 0.01000 0.02000 0.00110 0.03110 4.9589
00 Xxxx Xxxxxx Xxxxxxx 5.1300 0.01000 0.02000 0.00110 0.03110 5.0989
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx 5.4900 0.01000 0.02000 0.00110 0.03110 5.4589
60 Dos Xxxxxx 5.0000 0.01000 0.02000 0.00110 0.03110 4.9689
62 00000-00000 Xxxx Xxxxxx 5.5100 0.01000 0.02000 0.00110 0.03110 5.4789
63 San Clemente Self Storage 5.2600 0.01000 0.02000 0.00110 0.03110 5.2289
65 Coco Centre 5.2500 0.01000 0.02000 0.00110 0.03110 5.2189
00 Xxxxxx Xxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 4.9689
71 000 Xxxxx Xxxxx Xxxxx 5.4300 0.01000 0.02000 0.00110 0.03110 5.3989
00 Xxxxxx Xxxxxxx Xxxx - 0000 5.6000 0.01000 0.02000 0.00110 0.03110 5.5689
00 Xxxx Xxxx Xxxxxxxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 5.2689
00 Xxxxxxx Xxxxxx 5.6000 0.01000 0.02000 0.00110 0.03110 5.5689
94 Casa Real Apartments 5.0700 0.01000 0.02000 0.00110 0.03110 5.0389
96 00000 Xxxxxxxxx Xxxxx 5.2050 0.01000 0.02000 0.00110 0.03110 5.1739
98 0000 Xxxxxx Xxxx 5.7400 0.01000 0.02000 0.00110 0.03110 5.7089
00 Xxxxxxxx Xxxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 4.9639
100 Black Bear Center 5.6600 0.01000 0.02000 0.00110 0.03110 5.6289
106 Santa Fe Village 5.0000 0.01000 0.02000 0.00110 0.03110 4.9689
108 0000-0000 00xx Xxxxxx 5.4500 0.01000 0.02000 0.00110 0.03110 5.4189
110 00000 Xxxxxxxxx Xxxxx 5.2050 0.01000 0.02000 0.00110 0.03110 5.1739
000 Xxxx Xxxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 5.6589
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 5.2500 0.01000 0.02000 0.00110 0.03110 5.2189
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 5.3500 0.01000 0.02000 0.00110 0.06000 0.09110 5.2589
000 Xxxx Xxxxx Xxxxxxx 5.7300 0.01000 0.02000 0.00110 0.03110 5.6989
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 5.2000 0.01000 0.02000 0.00110 0.03110 5.1689
000 Xxxxxxx Xxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 4.9689
130 Eckerd 5.9300 0.01000 0.02000 0.00110 0.03110 5.8989
131 Mid-State Bank Branch 5.7400 0.01000 0.02000 0.00110 0.03110 5.7089
000 Xxxxxx Xxx Xxxxx 0.0000 0.01000 0.02000 0.00110 0.03110 4.9689
REMAINING
ACCRUAL REMAINING MATURITY/ARD AMORT AMORT
LOAN # PROPERTY NAME TYPE TERM TERM DATE TERM TERM TITLE TYPE
-------------------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio Actual/360 120 119 7/8/2015 360 359 Fee
8.01 Xxxxxxx Beach RV Resort 119 Fee
8.02 Alpine Lake RV Resort 119 Fee
8.03 Xxxxx Beach RV Resort 119 Fee
11 Verga Portfolio Actual/360 120 119 7/8/2015 360 360 Fee
11.01 Xxxxx - Xxxxx Multifamilies Fee
11.02 Xxxxx Xxxxxx Apartments Fee
11.03 0000 Xxx Xxx Xxxx Fee
11.04 000 Xxxxxx Xxxxxx Fee
11.05 Xxxxx Xxxxxx Apartments Fee
11.06 Villa Pines Apartments Fee
11.07 0000 Xxxxxx Xxxxxx Fee
11.08 Driftwood Apartments Fee
11.09 000 Xxx Xxxx Xxxxx Fee
11.10 000 Xxxxx Xxxxxx Fee
11.11 0000 Xxxxxx Xxxxxx Fee
11.12 000-000 Xxxxxxx Xxxxxx Fee
11.13 000-000 Xxxxxxx Xxxxxx Fee
11.14 0000 Xxxxxxxx Xxxxxx Fee
11.15 0000 Xxxxxx Xxxxxx Fee
11.16 910 Casanova Apartments Fee
12 University Village Actual/360 120 119 7/8/2015 360 360 Fee
13 Holiday Inn Mission Bay SeaWorld Actual/360 60 60 8/8/2010 360 360 Fee/Leasehold
25 Malibu Country Mart - 3835 Actual/360 180 179 7/8/2020 360 360 Fee
27 Maple Wholesale Center Actual/360 120 119 7/8/2015 360 359 Fee
32 La Fiesta Apartments Actual/360 120 119 7/8/2015 360 360 Fee
33 Nass Portfolio Actual/360 120 120 8/8/2015 360 360 Fee
33.01 Saticoy Plaza Fee
33.02 La Siesta Plaza Fee
33.03 Valvoline Center (Ground Lease) Fee
39 Plaza Diamond Bar Actual/360 120 119 7/8/2015 360 360 Fee
45 Euless Town Center Actual/360 120 115 3/8/2015 336 336 Fee
47 Timonium Center Actual/360 120 119 7/8/2015 360 360 Fee
00 X-000 Xxxxxxxxx Xxxxx Actual/360 60 58 6/8/2010 360 000 Xxx
00 Xxxx Xxxxxx Xxxxxxx Actual/360 120 118 6/8/2015 360 360 Fee
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Actual/360 120 119 7/8/2015 0 0 Fee
60 Dos Xxxxxx Actual/360 120 119 7/8/2015 360 360 Fee
62 00000-00000 Xxxx Xxxxxx Actual/360 120 118 6/8/2015 300 298 Fee
63 San Clemente Self Storage Actual/360 120 118 6/8/2015 360 360 Fee
65 Coco Centre Actual/360 120 119 7/8/2015 300 000 Xxx
00 Xxxxxx Xxxxx Actual/360 120 119 7/8/2015 360 360 Fee
71 000 Xxxxx Xxxxx Xxxxx Actual/360 120 119 7/8/2015 360 359 Fee
75 Malibu Country Mart - 3900 Actual/360 180 179 7/8/2020 360 360 Fee
00 Xxxx Xxxx Xxxxxxxxxx Xxxxxx/000 000 000 6/8/2015 360 360 Fee
00 Xxxxxxx Xxxxxx Actual/360 120 119 7/8/2015 360 360 Fee
94 Casa Real Apartments Actual/360 120 119 7/8/2015 360 359 Fee
96 00000 Xxxxxxxxx Xxxxx Actual/360 120 119 7/8/2015 360 360 Fee
98 0000 Xxxxxx Xxxx Actual/360 120 118 6/8/2015 336 336 Fee
99 Sherwood Forest Actual/360 120 120 8/8/2015 360 360 Fee
100 Black Bear Center Actual/360 120 118 6/8/2015 348 348 Fee
106 Santa Fe Village Actual/360 120 119 7/8/2015 360 360 Fee
108 0000-0000 00xx Xxxxxx Actual/360 120 118 6/8/2015 360 360 Fee
110 00000 Xxxxxxxxx Xxxxx Actual/360 120 119 7/8/2015 360 360 Fee
113 Park Forest Actual/360 120 118 6/8/2015 360 358 Fee
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments Actual/360 60 58 6/8/2010 0 0 Fee
000 Xxxxxxxx Xxxxx Shopping Village Actual/360 120 120 8/8/2015 360 360 Fee
000 Xxxx Xxxxx Xxxxxxx Actual/360 120 117 5/8/2015 360 357 Fee
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium Actual/360 60 59 7/8/2010 0 0 Fee
129 Xxxxxxx Place Actual/360 120 119 7/8/2015 360 360 Fee
130 Eckerd Actual/360 120 118 6/8/2015 300 298 Fee
131 Mid-State Bank Branch Actual/360 120 120 8/8/2015 360 360 Fee
134 Villas Del Xxxxx Actual/360 120 119 7/8/2015 300 299 Fee
LOAN # PROPERTY NAME ARD (Y/N) ARD STEP UP (%)
--------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio No
8.01 Xxxxxxx Beach RV Resort No
8.02 Alpine Lake RV Resort No
8.03 Xxxxx Beach RV Resort No
11 Verga Portfolio No
11.01 Xxxxx - Xxxxx Multifamilies No
11.02 Xxxxx Xxxxxx Apartments No
11.03 0000 Xxx Xxx Xxxx No
11.04 000 Xxxxxx Xxxxxx No
11.05 Xxxxx Xxxxxx Apartments No
11.06 Villa Pines Apartments No
11.07 0000 Xxxxxx Xxxxxx No
11.08 Driftwood Apartments No
11.09 000 Xxx Xxxx Xxxxx No
11.10 000 Xxxxx Xxxxxx No
11.11 0000 Xxxxxx Xxxxxx No
11.12 000-000 Xxxxxxx Xxxxxx No
11.13 000-000 Xxxxxxx Xxxxxx No
11.14 0000 Xxxxxxxx Xxxxxx No
11.15 0000 Xxxxxx Xxxxxx No
11.16 910 Casanova Apartments No
12 University Village No
13 Holiday Inn Mission Bay SeaWorld No
25 Malibu Country Mart - 3835 Yes Greater of: (i)
Initial Interest
Rate plus 5% or
(ii) Treasury
Rate plus 6.55%
27 Maple Wholesale Center No
32 La Fiesta Apartments No
33 Nass Portfolio No
33.01 Saticoy Plaza No
33.02 La Siesta Plaza No
33.03 Valvoline Center (Ground Lease) Xx
00 Xxxxx Xxxxxxx Xxx Xx
00 Xxxxxx Xxxx Center No
47 Timonium Center No
00 X-000 Xxxxxxxxx Xxxxx Xx
00 Xxxx Xxxxxx Xxxxxxx No
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx No
60 Dos Xxxxxx No
62 16253-16293 Xxxx Avenue No
63 San Clemente Self Storage No
00 Xxxx Xxxxxx Xx
00 Xxxxxx Xxxxx No
71 000 Xxxxx Xxxxx Xxxxx No
75 Malibu Country Mart - 3900 Yes Greater of: (i)
Initial Interest
Rate plus 5% or
(ii) Treasury
Rate plus 6.55%
00 Xxxx Xxxx Xxxxxxxxxx Xx
00 Xxxxxxx Xxxxxx No
94 Casa Real Apartments No
96 00000 Xxxxxxxxx Xxxxx No
98 0000 Xxxxxx Xxxx No
99 Sherwood Forest No
000 Xxxxx Xxxx Xxxxxx Xx
000 Xxxxx Xx Xxxxxxx No
000 0000-0000 18th Avenue No
110 12626 Xxxxxxxxx Xxxxx Xx
000 Xxxx Xxxxxx No
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments No
000 Xxxxxxxx Xxxxx Shopping Village No
000 Xxxx Xxxxx Xxxxxxx No
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium Xx
000 Xxxxxxx Xxxxx Xx
000 Xxxxxx Xx
131 Mid-State Bank Branch No
134 Villas Del Xxxxx No
ENVIRONMENTAL CROSS- CROSS-
LOAN # PROPERTY NAME INSURANCE (Y/N) DEFAULTED COLLATERALIZED
-----------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio No No No
8.01 Xxxxxxx Beach RV Resort No
8.02 Alpine Lake RV Resort No
8.03 Xxxxx Beach RV Resort No
11 Verga Portfolio No No No
11.01 Xxxxx - Xxxxx Multifamilies No
11.02 Xxxxx Xxxxxx Apartments No
11.03 0000 Xxx Xxx Xxxx No
11.04 000 Xxxxxx Xxxxxx No
11.05 Xxxxx Xxxxxx Apartments No
11.06 Villa Pines Apartments No
11.07 0000 Xxxxxx Xxxxxx No
11.08 Driftwood Apartments No
11.09 000 Xxx Xxxx Xxxxx No
11.10 000 Xxxxx Xxxxxx No
11.11 0000 Xxxxxx Xxxxxx No
11.12 000-000 Xxxxxxx Xxxxxx No
11.13 000-000 Xxxxxxx Xxxxxx No
11.14 0000 Xxxxxxxx Xxxxxx No
11.15 0000 Xxxxxx Xxxxxx No
11.16 910 Casanova Apartments No
12 University Village No No No
13 Holiday Inn Mission Bay SeaWorld No No Xx
00 Xxxxxx Xxxxxxx Xxxx - 0000 Xx No No
27 Maple Wholesale Center No No No
32 La Fiesta Apartments No No No
33 Nass Portfolio No No No
33.01 Saticoy Plaza No
33.02 La Siesta Plaza No
33.03 Valvoline Center (Ground Lease) No
39 Plaza Diamond Bar No No No
45 Euless Town Center No No No
47 Timonium Center No No No
49 I-805 Corporate Xxxxx Xx Xx Xx
00 Xxxx Xxxxxx Xxxxxxx Xx Xx Xx
00 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx No No No
60 Dos Xxxxxx No No No
62 16253-16293 Xxxx Avenue No No No
63 San Clemente Self Storage No No No
65 Coco Centre No No No
68 Valley Ridge No No No
71 000 Xxxxx Xxxxx Xxxxx No No No
75 Malibu Country Mart - 3900 No No No
79 Nobl Park Apartments No No No
84 Antigua Square No No No
94 Casa Real Xxxxxxxxxx Xx Xx Xx
00 00000 Xxxxxxxxx Drive No No No
98 6767 Sunset Blvd No No No
99 Sherwood Forest No No No
100 Black Bear Xxxxxx Xx Xx Xx
000 Xxxxx Xx Xxxxxxx No No No
000 0000-0000 18th Avenue Xx Xx Xx
000 00000 Xxxxxxxxx Xxxxx No No No
113 Park Forest Xx Xx Xx
000 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xx No No
000 Xxxxxxxx Xxxxx Shopping Village No No No
000 Xxxx Xxxxx Xxxxxxx No No No
128 199 Lafayette Street, Penthouse Condominium No No No
129 Xxxxxxx Place No No No
130 Eckerd No No No
131 Mid-State Bank Branch No No No
134 Villas Del Xxxxx No No No
UPFRONT UPFRONT
DEFEASANCE LETTER OF LOCKBOX HOLDBACK UPFRONT ENG. CAPEX ENVIR.
LOAN # PROPERTY NAME ALLOWED CREDIT IN-PLACE AMT RESERVE RESERVES RESERVE
----------------------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio Yes No Yes 1,405,471.05 104,350.00
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio Yes No Yes 34,450.00
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 910 Casanova Apartments
12 University Village Yes No Yes
13 Holiday Inn Mission Bay SeaWorld Yes No Yes
25 Malibu Country Mart - 3835 Yes No
27 Maple Wholesale Center Yes No
32 La Fiesta Apartments Yes No
33 Nass Portfolio Yes No 18,750.00
33.01 Saticoy Plaza
33.02 La Siesta Plaza
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar Yes No 3,300,000 15,538.75
45 Euless Town Center Yes No Yes
00 Xxxxxxxx Xxxxxx Yes No
00 X-000 Xxxxxxxxx Xxxxx Yes No 150,000.00
00 Xxxx Xxxxxx Xxxxxxx No No 23,375.00
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Yes No
60 Dos Xxxxxx Yes No 11,562.50
62 00000-00000 Xxxx Xxxxxx Yes No
63 San Clemente Self Storage Yes Xx
00 Xxxx Xxxxxx Xxx Xx
00 Xxxxxx Xxxxx Yes No
71 000 Xxxxx Xxxxx Xxxxx Yes No Yes
75 Malibu Country Mart - 3900 Yes No
79 Nobl Park Apartments Yes No 133,750.00
00 Xxxxxxx Xxxxxx Yes No
94 Casa Real Apartments Yes No
96 00000 Xxxxxxxxx Xxxxx Yes No
98 0000 Xxxxxx Xxxx Yes No
99 Sherwood Forest Yes No 10,000.00
100 Black Bear Center Yes No Yes
106 Santa Fe Village Yes No 112,373.75
108 0000-0000 00xx Xxxxxx Yes Yes 91,363.00
110 00000 Xxxxxxxxx Xxxxx Yes No
113 Park Forest Yes No Yes 6,650.00
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments Yes No
000 Xxxxxxxx Xxxxx Shopping Village Yes No Yes 8,250.00
000 Xxxx Xxxxx Xxxxxxx Yes No 1,375.00
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium Yes No
129 Xxxxxxx Place Yes No
130 Eckerd Yes No Yes
131 Mid-State Bank Branch Yes No Yes
134 Villas Del Xxxxx Yes No
UPFRONT UPFRONT UPFRONT
TI/LC UPFRONT RE INSURANCE OTHER
LOAN # PROPERTY NAME RESERVE TAX RESERVE RESERVE RESERVE UPFRONT OTHER DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio 210,682.03 62,389.16 4,446,515.70 6 months seasonality
reserve (Debt Service);
1 year debt service reserve
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio 81,902.62 89,035.47
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 910 Casanova Apartments
12 University Village 124,399.87 51,133.44 8,333.34 HUD Obligations Reserve
Account
13 Holiday Inn Mission Bay SeaWorld 154,657.08 31,237.50 2,324,238.00 Property Improvement Plan
Renovations Reserve
25 Malibu Country Mart - 3835 37,518.00
27 Maple Wholesale Center 112,026.21 2,927.76
32 La Fiesta Apartments 70,077.13
33 Nass Portfolio 57,110.68 16,821.52 34,000.00 Rent Reserve
33.01 Saticoy Plaza
33.02 La Siesta Plaza
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar 40,976.52 17,399.27
45 Euless Town Center 74,885.40
47 Timonium Center 128,246.00
00 X-000 Xxxxxxxxx Xxxxx 1,500,000.00 23,173.00 2,708.50
00 Xxxx Xxxxxx Xxxxxxx 36,448.80 12,777.60
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx 225,000.00 56,466.00 14,429.37
60 Dos Xxxxxx 14,460.16
62 00000-00000 Xxxx Xxxxxx 46,241.36
63 San Clemente Self Storage 23,528.00 1,769.00
65 Coco Centre 71,417.22 62,922.31
00 Xxxxxx Xxxxx 12,478.38 6,000.00
71 000 Xxxxx Xxxxx Xxxxx 25,928.32 6,023.44
75 Malibu Country Mart - 3900 14,618.00
79 Nobl Park Apartments 29,497.89 13,171.56
00 Xxxxxxx Xxxxxx 42,000.00 542.00
94 Casa Real Apartments 16,471.00 11,821.00
96 00000 Xxxxxxxxx Xxxxx 100,000.00 21,747.32 1,943.78
98 0000 Xxxxxx Xxxx 21,633.51
00 Xxxxxxxx Xxxxxx 11,330.00 52,447.94
100 Black Bear Center 17,986.68 1,418.99
000 Xxxxx Xx Xxxxxxx 7,403.03 26,500.00
108 0000-0000 00xx Xxxxxx 58,375.59 4,133.00
110 00000 Xxxxxxxxx Xxxxx 50,000.00 9,618.09 1,417.63
000 Xxxx Xxxxxx 12,825.00 35,160.00
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 8,699.95 5,340.04
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 50,000.00 27,646.17 5,148.35
000 Xxxx Xxxxx Xxxxxxx 120,000.00 21,551.96 445.58
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 2,732.53 4,219.60
000 Xxxxxxx Xxxxx 5,326.13 18,000.00
130 Eckerd 4,097.00
131 Mid-State Bank Branch 11,211.38 1,600.38 50,196.00 Rent Reserve
134 Villas Del Xxxxx 2,286.64 5,000.00
MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
CAPEX ENVIR. TI/LC MONTHLY RE INSURANCE OTHER
LOAN # PROPERTY NAME RESERVE RESERVE RESERVE TAX RESERVE RESERVE RESERVE
-------------------------------------------------------------------------------------------------------------------
8 Equity Lifestyle Portfolio
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio 7,251.00 3,727.37 22,688.05 12,719.35
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 000 Xxxxxxxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxxxx 2,684.83 10,068.13 31,099.97 8,522.24 4,166.67
13 Holiday Inn Mission Bay SeaWorld 22,102.34 30,931.42 7,000.00
00 Xxxxxx Xxxxxxx Xxxx - 0000 478.00 1,196.00 9,379.00
27 Maple Wholesale Center 769.49 2,564.96 28,006.55 1,463.88
32 La Fiesta Apartments 4,266.67 14,015.43 3,133.90
33 Nass Portfolio 1,135.12 3,132.84 9,518.44 2,353.25
33.01 Saticoy Xxxxx
00.00 Xx Xxxxxx Xxxxx
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar 1,198.77 3,800.92 8,195.30 2,485.61
45 Euless Town Center 2,996.08 8,389.05 24,961.80 5,029.50
00 Xxxxxxxx Xxxxxx 661.00 2,083.33 11,000.00
00 X-000 Xxxxxxxxx Xxxxx 00,000.00 0,000.00
00 Xxxx Xxxxxx Xxxxxxx 1,062.50 9,112.20 1,064.80
55 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx 1,255.00 5,000.00 9,142.00 1,603.26
60 Dos Xxxxxx 5,708.33 14,460.16 4,072.20
62 00000-00000 Xxxx Xxxxxx 1,967.80 4,660.58 15,413.79 2,338.00
63 San Clemente Self Storage 971.00 7,843.00 1,769.00
65 Coco Centre 2,590.40 11,000.00 19,563.76 8,224.62
00 Xxxxxx Xxxxx 5,000.00 12,478.38 4,603.49
71 000 Xxxxx Xxxxx Xxxxx 228.34 2,039.82 6,482.08 752.93
00 Xxxxxx Xxxxxxx Xxxx - 0000 219.00 547.00 3,655.00
00 Xxxx Xxxx Apartments 3,000.00 9,832.63 2,634.31
00 Xxxxxxx Xxxxxx 502.00 2,511.00 7,000.00 542.00
94 Casa Real Apartments 4,118.00 2,955.00
96 00000 Xxxxxxxxx Xxxxx 471.92 4,349.46 971.89
98 0000 Xxxxxx Xxxx 409.83 1,536.88 7,211.17 812.09
00 Xxxxxxxx Xxxxxx 4,500.00 1,416.25 6,384.37
100 Black Bear Center 561.16 2,992.87 8,993.34 1,418.99
000 Xxxxx Xx Xxxxxxx 4,354.17 7,403.03 4,108.00
108 0000-0000 00xx Xxxxxx 10,702.19 1,327.84
110 00000 Xxxxxxxxx Xxxxx 476.10 1,923.62 708.82
000 Xxxx Xxxxxx 4,667.00 4,275.00 4,395.00
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 895.28 2,174.99 1,780.01
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx 565.93 3,455.77 774.13
000 Xxxx Xxxxx Xxxxxxx 469.52 1,600.63 3,078.85 445.58
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 1,497.08 602.80
000 Xxxxxxx Xxxxx 1,791.67 5,326.13 4,108.57
130 Eckerd 166.00 381.70
131 Mid-State Bank Branch 2,242.28 160.04
134 Villas Del Xxxxx 1,000.00 2,286.64 800.00
OTHER
MONTH GRACE
LOAN # PROPERTY NAME DESCRIPTION PERIOD
-----------------------------------------------------------------------------
8 Equity Lifestyle Portfolio 0
8.01 Xxxxxxx Beach RV Resort
8.02 Alpine Lake RV Resort
8.03 Xxxxx Beach RV Resort
11 Verga Portfolio 0
11.01 Xxxxx - Xxxxx Multifamilies
11.02 Xxxxx Xxxxxx Apartments
11.03 0000 Xxx Xxx Xxxx
11.04 000 Xxxxxx Xxxxxx
11.05 Xxxxx Xxxxxx Apartments
11.06 Villa Pines Apartments
11.07 0000 Xxxxxx Xxxxxx
11.08 Driftwood Apartments
11.09 000 Xxx Xxxx Xxxxx
11.10 000 Xxxxx Xxxxxx
11.11 0000 Xxxxxx Xxxxxx
11.12 000-000 Xxxxxxx Xxxxxx
11.13 000-000 Xxxxxxx Xxxxxx
11.14 0000 Xxxxxxxx Xxxxxx
11.15 0000 Xxxxxx Xxxxxx
11.16 910 Casanova Apartments
12 University Village HUD Obligation 0
Reserve
13 Holiday Inn Mission Bay SeaWorld 0
25 Malibu Country Mart - 3835 0
27 Maple Wholesale Center 0
32 La Fiesta Apartments 0
33 Nass Portfolio 0
33.01 Saticoy Plaza
33.02 La Siesta Plaza
33.03 Valvoline Center (Ground Lease)
39 Plaza Diamond Bar 0
45 Euless Town Center 0
47 Timonium Center 0
00 X-000 Xxxxxxxxx Xxxxx 0
00 Xxxx Xxxxxx Xxxxxxx 0
55 5900 North Xxxxxxxxx Xxxxxxxxx 0
00 Xxx Xxxxxx 0
62 16253-16293 Xxxx Xxxxxx 0
00 Xxx Xxxxxxxx Self Storage 0
00 Xxxx Xxxxxx 0
00 Xxxxxx Xxxxx 0
71 000 Xxxxx Xxxxx Xxxxx 0
75 Malibu Country Mart - 3900 0
00 Xxxx Xxxx Xxxxxxxxxx 0
00 Xxxxxxx Xxxxxx 0
94 Casa Real Apartments 0
96 00000 Xxxxxxxxx Xxxxx 0
98 6767 Sunset Blvd 0
99 Sherwood Forest 0
000 Xxxxx Xxxx Xxxxxx 0
000 Xxxxx Xx Xxxxxxx 0
000 0000-0000 00xx Xxxxxx 0
110 12626 Xxxxxxxxx Xxxxx 0
000 Xxxx Xxxxxx 0
121 0000 Xxxxx Xxxxxxxx Xxxxxx Apartments 0
000 Xxxxxxxx Xxxxx Shopping Village 0
000 Xxxx Xxxxx Xxxxxxx 0
128 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Condominium 0
000 Xxxxxxx Xxxxx 0
000 Xxxxxx 0
000 Xxx-Xxxxx Xxxx Xxxxxx 0
000 Xxxxxx Xxx Xxxxx 0
</TABLE>
